Taishin Financial : (Supplement of 2021/06/30) Taishin Financial Holding Company to acquire 100% of Prudential Life Insurance Company of Taiwan Inc.

 (Supplement of 2021/06/30) Taishin Financial
Holding Company to acquire 100% of Prudential Life
Insurance Company of Taiwan Inc.

1.Name and nature of the underlying assets (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):
100% of Prudential Life Insurance Company
of Taiwan Inc. (496,058,267 common shares)
2.Date of occurrence of the event:2020/08/11
3.Amount, unit price, and total monetary amount of the transaction:
Amount: 496,058,267 common shares.
(Supplement)Total transaction amount is NT$8,568,519,450, including a base
price of NT$5,568,519,450 and Contingent Consideration (price adjustment
mechanism) of NT$3,000,000,000. Unit price: NT$11.09 per share at closing
date and the unit price at final is NT$17.27 per share.
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
Prudential International Insurance Holdings, Ltd. / Nil
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:N/A.
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:N/A
7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor's rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):N/A
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
(Supplement)1.After regulatory approvals are obtained and closing conditions
set forth in the agreement are satisfied, Taishin has completed settlement
and paid a base price of NT$5,568,519,450 on the closing day by both parties.
(Supplement)2.In accordance with the price adjustment mechanism, under which
Taishin will pay Contingent Consideration of NT$3 billion after the second
anniversary of the signing date while price adjustment conditions are met.
3.The transaction is subject to approvals from relevant regulatory
authorities.
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
The manner of deciding on this transaction: Participation in the auction
process of Prudential Life Insurance Company of Taiwan Inc.
Reference basis for the decision on price: Based on fairness opinion issued
by an independent CPA
Decision-making unit: Board
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$14.48
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
(Supplement)100% of Prudential Life Insurance Company of Taiwan Inc.
496,058,267 common shares; the transaction amount is including a base price
of NT$5,568,519,450 plus Contingent Consideration (price adjustment
mechanism) of NT$3,000,000,000.
13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
As percentage of assets: 101.89%; as percentage of equity: 122.10%; working
capital: N/A
(Supplement) Divided by actual settlement amount, percentage of assets:
103.31%; as percentage of equity: 123.82% (Recalculated based on the most
recent financial statements disclosed on 2020.08.11).
14.Broker and broker's fee:N/A.
15.Concrete purpose or use of the acquisition or disposal:
Strengthen the company's competitiveness in the financial industry and
achieve the strategic goal of long-term business.
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:No
18.Date of the board of directors resolution:2020/08/11
19.Date of ratification by supervisors or approval by
the Audit Committee:2020/08/11
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:Trust and Assist CPAs
22.Name of the CPA:Chang-Yu Lin
23.Practice certificate number of the CPA:FSC number 4562
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:No
26.Details on transactions with the counterparty for the past year and the
expected coming year:No
27.Source of funds:Ultimately through existing cash and investment assets.
28.Any other matters that need to be specified:
The Company has submitted the relevant information regarding conditional
clauses of this application and obtained  FSC's approval  on June 3,2021.
The transaction was completed after close of business of Prudential Life
Insurance Company of Taiwan Inc. on June 30, 2021.