台新金控

Date of events

  2022/06/13

To which item it meets

paragraph 11

Statement

1.Date of the board of directors resolution or

decision by the Company for record date:2022/06/13

2.Whether to adopt shelf registration (Yes, please state issuance period /No):

NA

3.Effective registration date approved by competent authority:2022/05/31

4.Date of the board of directors resolution for (additional) issuance

of shares:2022/06/13

5.Total monetary value of the issuance and number of shares issued:Total

monetary value will be announced after the issue price per share is comfirmed

and the number of shares issued is 300,000,000 shares.

6.If adopting shelf registration, monetary value and number of shares

to be issued this time:NA

7.The remaining monetary value and shares after this issuance when

adopting shelf registration:NA

8.Par Value per share:NT$10

9.Issue price:Will be announced after the issue price is comfirmed.

10.Number of shares subscribed for by employees:30,000,000 shares,10% of the

newly issued Class F preferred shares.

11.Ratio of shares subscribed for by existing shareholders:240,000,000 shares,

80% of the newly issued Class F preferred shares. For common shareholder

and Class E preferred shareholders,every 1,000 shares can be allocated with

Class F preferred shares 19.65701269 shares. The actual subscription

ratio should be based on the shareholders'list on the record date.

12.Method for public sale and no.of shares: 10% of the total number of

newly issued shares will be reserved for subscription by the public,

which amounts to Class F shares 30,000,000 shares.

13.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.

14.Rights and obligations of these newly issued shares:(1)Tenor: Prepetual

(2)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%~4.5% 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 ”PYTWD01” 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.

(3)Dividend Payout：Unless otherwise specified by the Articles of

Incorporation, in years that conclude with insufficient or no surplus to

fully pay off dividends for Class F preferred shareholders, the unpaid

dividend will not be carried forward to years with earnings.

The Company has sole discretion on the distribution of Class F preferred

share dividends. Earnings distribution or loss make up proposals will be

devised by the Board of Directors in accordance with Article 40-1 of the

Articles of Incorporation and then submitted to the Annual General Meeting

of Shareholders for acknowledgment. Earnings available for distribution

shall be distributed firstly to Class E preferred shares and then, if any

earnings remain,to Class F preferred shares. Any remaining balance shall

be distributed ordinary to Class F preferred shares. Any remaining balance

shall be distributed ordinary shares.

Dividends on Class F preferred shares will be paid in cash. Once the

Company's financial statements have been acknowledged and the earnings

distribution or loss make-up proposals approved have been approved during

the Annual General Meeting of Shareholders, the Board of Directors shall

be authorized to set the ex-dividend date for the distribution of the

Class F preferred share dividend. Dividends that are payable for the year

of issuance shall be prorated according to the actual number of days the

shares have been in circulation since the date of issue, relative to the

total number of days of that year. In the year of redemption, the

distribution of the payable dividends shall be calculated based

on the actual number of days the preferred shares remained outstanding

in that year.

(4)Dividend premium payout:Except for dividends prescribed in the

above preceding subparagraphs,Class F preferred shareholders are not

entitled to participate in the distribution of cash or stock dividends

with regard to ordinary shares and other preferred shares derived from

earnings or capital reserves.

(5)In the event of liquidation： Class F preferred shareholders shall

be limited to claiming on the ordinary shares of Chang Hwa Commercial

Bank Ltd owned by the Company (CHB shares). Class F preferred

shareholders shall be given distribution sequence priority over ordinary

shareholders. The exchange ratio of Class F preferred shares and CHB

shares shall be set at 1:1.

(6)Any premium received on the issue of Class F preferred shares shall

be treated as capital surplus and should not be capitalized into paid

in capital during the circulation period of Class F preferred shares.

(7)Voting rights or election rights：Class F preferred shareholders are

not entitled to any voting rights or electionvrights in Shareholders’

Meetings. However, they may vote in Class F preferred shareholder

meetings on amendments to the Articles of Incorporation which damage

the rights of Class F preferred shareholders. The provisions governing

Shareholders' Meetings shall apply.

(8)When the Company issues new shares for capital raising, Class F

preferred shareholders shall be entitled to preemptive rights on the

new shares equivalents to those of ordinary shareholders and Class E

preferred shareholders.

(9)Right to exchange：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.

(10)Redemption：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 sharesand 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.

(11)On the issue date, the Company shall set aside and deliver to the

appointed custodian for safekeeping a number of CHB shares equal to

that of the total number of Class F preferred shares. In the event that

Class F preferred shares are redeemed, the Company shall deliver the

CHB shares from the custodian to the Class F preferred shareholders.

(12)In the event that Class F preferred shareholders’ equity

decreases proportionally due to a reduction of share capital against

cumulative losses, Class F preferred shareholders’ equity shall be

adjusted/made up for the amount decreased so that Class F preferred

shareholders’ interest is maintained at the same level as when the

shares were initially issued.

15.Utilization of the funds from the current capital increase:To

enhance working capital level.

16.Record date of cash capital increase and share subscription:2022/07/04

17.Last date before book closure:2022/06/29

18.Book closure starting date:2022/06/30

19.Book closure ending date:

2022/07/04

20.Payment period:

2022/07/07~2022/07/13

21.Date of the agreement with the banks to collect and deposit the proceeds:

Will be announced after comfirmed.

22.Name of the institution designated to collect the proceeds:

Will be announced after comfirmed.

23.Name of the bank designated to deposit the proceeds:Will be announced

after comfirmed.

24.Any other matters that need to be specified:

(1)The issuance has been approved by FSC on 2022/05/31 (No.1110344348).

(2)Ex-dividend date:2022/06/28.

(3)Class F preferred shares will be listed on TWSE.