Shin Kong Financial : SKFH plans to invest in SKL common shares with total monetary amount of no more than NT$8.2 billion

SKFH plans to invest in SKL common shares with total monetary amount of no more than NT$8.2 billion

2021-08-20

1.Name and nature of the underlying security (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield):

Common shares of SKL by private placement

2.Date of occurrence of the event:2021/08/20

3.No., unit price, and monetary amount of the transaction:

(1) Volume: tentatively set at 335,378,323 shares; the actual number of common shares will be calculated according to the actual price and the total monetary amount of the investment

(2) Unit price: tentatively set at NT$24.45 per share. Should there be any changes in the price, the Chairman is authorized to determine the actual price of investment.

(3) Total monetary amount: no more than NT$8.2 billion

4.Counterparty to the trade and its relationship to the company (if the trading counterparty is a natural person and not a related party of the company, its name is not required to be disclosed):

Shin Kong Life Insurance Co., Ltd.; SKFH's 100% owned subsidiary

5.Where the counterparty to the trade is a related party, an announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, including its relationship with the company and the trading counterparty, the price of the ownership transfer, and date of transfer:

(1) The reason for choosing the related party as trading counterpart:

To enhance SKL's financial structure and RBC ratio, which can support its business development strategy.

(2) The previous owner, price of transfer, and date of acquisition: NA

6.Where the owner of the underlying securities within the past five years has been a related party of the company, an announcement shall also include the dates and prices of acquisition and disposal by the related party and its relationship with the company at the time: NA

7.Matters related to the creditor's rights currently being disposed of (including type of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights over a related party, the name of the related party and the book amount of such creditor's rights currently being disposed of must also be announced): NA

8.Profit (or loss) from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):NA

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:

(1) Terms of delivery or payment:

A lump sum payment will be made on the payment date after receiving the approval from the competent authority

(2) Restrictive covenants in the contract, and other important stipulations: (3) Private placement will abide by the related rules and procedures

10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:

(1) Reference basis for the decision on price:

The price of the private placement is calculated based on the price-to-book ratios of the peer listed insurance companies and SKL's net worth in the 2021 Q2 CPA audited financial statements.

According to the Article 2 and 4 of the Directions for Public Companies Conducting Private Placements of Securities, the reference price is the net worth per share shown on the financial report audited or reviewed by a CPA for the period closest to the price determination date and the price of private placement shall not be lower than 80% of the reference price.

(2) Manner in which the current transaction was decided and the decision-making department: the Board

11.Net worth per share of company of the underlying securities acquired or disposed of: $24.38

12.The discrepancy between the reference price of private placement company and the transaction amount per share is 20 percent or more: No

13.Current cumulative no., amount, and shareholding ratio of the securities being traded (including the current transaction) as of the date of occurrence and status of any restriction of rights (e. g., pledges):

(1) Volume: 6,997,901 thousand shares

(2) Amount: NT$168,093,617 thousands

(3) Shareholding percentage: 100%

(4) Restriction of rights: None

14.Privately placed securities (including the current transaction) as a percentage of total assets of the company and shareholder's equity of the parent company on the latest financial statements, and the operating capital on the latest financial statements as of the date of occurrence:

(1) Current ratio of long or short term securities investment to total assets: 32.0%

(2) Current ratio of long or short term securities investment to shareholders' equity: 34.8%

(3) Operating capital in the most recent financial statement: NA

15.Broker and broker's fee: None

16.Concrete purpose or use of the acquisition or disposition:

To enhance SKL's financial structure and RBC ratio, which can support its business development strategy.

17.Whether the directors expressed any objection to the present transaction: No

18.Whether the trading counterparty is a related party: Yes

19.Date of approval by board of directors: 2021/08/20

20.Recognition date by supervisors or approval date by audit committee:2021/08/19

21.Whether the CPA issued an opinion on the unreasonableness of the current transaction: No

22.Name of the CPA firm: Yuan He CPAs Firm

23.Name of the CPA: JUAN, CHIUNG-HUA

24.License no. of the CPA: Tai Cai Zheng Deng (6) Zi No. 2719

25.Any other matters that need to be specified: None