台新金控

Date of events

  2021/12/23

To which item it meets

paragraph 11

Statement

1.Date of the board of directors resolution:2021/12/23

2.Source of capital increase funds:Rights issue through Class F

registered exchangeable preferred shares

3.Number of shares issued (not including those distributed to employees if

consisting in capital increase from earnings or capital surplus) :No more

than 300,000,000 shares

4.Par value per share:NT$10

5.Total monetary value of the issuance:Total par value up to NT$3,000,000,000

6.Issue price:The range of issue price is set at NT$15.90~NT$23.60 per share.

Once the issuance is approved by the FSC, the chairman will be authorized

to set the issue price following the regulations of ”Self-discipline rules

for underwriter members of Taiwan Securities Association to counsel issuing

companies in raising and issuing securities”.

7.Number of shares subscribed for by or allocated to employees:10% of the

newly issued Class F preferred shares

8.Number of shares publicly sold:10% of the newly issued Class F preferred

shares

9.Ratio of shares subscribed by or allotted as stock dividends to existing

shareholders:80%  of the newly issued Class F preferred shares

10.Handling method for fractional shares and shares unsubscripted for by

the deadline:The chairman is authorized to allocate the remaining fractional

shares together with shares relinquished by existing shareholders and

employees to specific parties at the issue price through negotiation.

11.Rights and obligations of these newly issued shares:important terms and

conditions is following:

(1)Dividend Yield of Class F preferred shares:Annual dividend yield is

set at ”10-year IRS+ the fixed markup rate”per annum of the issue price

at the pricing day.”The dividend yield will be determined by the chairman,

who is authorized by the board, within the range of 3.0%~3.6% per annum.

10-year IRS will be reset on the next business day after each tenth

anniversary day after issuance thereafter. The pricing date for reset is

the second business day of financial industry in Taipei immediately

preceding each reset date.The 10-year IRS rate is the arithmetic mean of

10-year IRS rates appearing on Reuters pages ”PYTWDFIX” and “COSMOS3”

at 11:00 a.m.(Taipei time) on the relevant pricing date for reset. If such

rate cannot be obtained,the Company will determine the rate based on

reasonable market price with good faith. The dividend yield will be

announced on the pricing date.

(2)The Company may notify Class F preferred shareholders of their right

to exchange Class F preferred shares for CHB shares at the exchange ratio

of 1:1 from the beginning of the 8th year of issuance up to the end of

the 10th year of issuance except for the periods of 15 business days

prior to book closure dates for issuance of bonus shares of Class F

preferred shares and CHB common shares, granting cash dividend, or

rights issue to ex-dividend date, the period from capital reduction

date to one day prior to share-for-share exchange, and the period

of book closure of Class F preferred shares and CHB common shares

under other certain circumstances.

(3)Ten years after the issue date, the Company may at any time, subject

to the competent authority's approval, recall all outstanding Class F

preferred shares and exchange them for CHB shares at the ratio of 1:1. If

the 90-business-day weighted average price of CHB shares prior to the

record date is lower than the issue price, the Company shall make up the

gap with cash. The specifics of the cash reimbursement shall be determined

by the Board.

(4)Please refer to Article 8-5 of Company Articles for other rights and

obligations

12.Utilization of the funds from the capital increase:To enhance working

capital level and meet future investment needs

13.Any other matters that need to be specified:The actual issuance plan of

Class F preferred shares, application procedures for rights issue, and

amendments to related matters such as terms and conditions after

the rights issue, and all issuance related operations are authorized

to the chairman of the board or his designated agent. In future, shall

there be any changes in regulations, requirements approved by the

competent authority, or any needs for market conditions or other

subjective or objective factors, the required additional revisions

and adjustments shall apply.