Friday, July 1 2022

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:
(Supplement)Class F registered exchangeable preferred shares("Class
F preferred shares"),total monetary value of issuance is 52.95 billions
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:(Supplement)Issue price is NT$17.65 per share.
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)(Supplement)Dividend Yield of Class F preferred shares:Annual dividend
yield is set at 3.7% (10Y IRS 1.3%+2.4%) per annum of the issue price at the
pricing day.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:
(Supplement)2022/06/21
22.Name of the institution designated to collect the proceeds:
(Supplement)Jianpei Branch of Taishin International Bank Co. Ltd.
23.Name of the bank designated to deposit the proceeds:
(Supplement)Business department of Taishin International Bank Co. Ltd.
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.
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