SHIN KONG FINANCIAL HOLDING CO LTD (REG S) - SKFH intends to invest in SKL common shares
SKFHF | Quote | Chart | News | PowerRating -- e>Company code: 2888
No: 1
Subject: SKFH intends to invest in SKL common shares for NT$18 billion
To which item it meets--article 2 paragraph xx: 20
Date of events: 2009/11/27
Contents:
1.Name and nature of the subject matter (if preferred shares,
the terms and conditions of issuance shall also be indicated,
e.g.dividend yield): SKL common shares
2.Date of occurrence of the event: 2009/11/27
3.Volume, unit price, and total monetary amount of the transaction:
(1) Volume: 800,000,000 shares of common shares
(2) Unit price: NT$22.5 per share
(3) Transaction amount: NT$18,000,000,000
4.Counterpart to the trade and its relationship to the Company
(if the trading counterpart is a natural person and furthermore
is not an actual related party of the Company, the name of the
trading counterpart is not required to be disclosed):
(1) Counterpart: Shin Kong Life Insurance Co., Ltd.
(2) Relationship to the Company: SKFH's 100% owned subsidiary
5.Where the counterpart to the trade is an actual related party,
a public announcement shall also be made of the reason for choosing
the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the
trading counterpart), price of transfer, and date of acquisition:
(1) The reason for choosing the related party as trading counterpart: To
enhance SKL's financial structure and capital adequacy.
(2) The previous owner, price of transfer, and date of acquisition: N/A
6.Where a person who owned the property within the past five years
has been an actual related person of the company, a public
announcement shall also include the dates and prices of
acquisition and disposal by the related person and the
person's relationship to the company at those times: N/A
7.Matters related to the creditor's rights currently being disposed
of (including types of collateral of the disposed creditor's rights;
if the creditor's rights are creditor's rights toward a related
person, the name of the related person and the book amount of the
creditor's rights toward such related person currently being
disposed of must also be announced): N/A
8.Anticipated 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): N/A
9.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract, and
other important stipulations: One-time payment in cash
10.The manner in which the current transaction was decided, the
reference basis for the decision on price, and the decision-making
department:
(1) The reference basis for the decision on price: SKL's embedded value per
share shall be used as a reference in determining the price of the issue, with
a written opinion on price reasonableness issued by Holdwell CPAs Firm.
(2) The manner in which the current transaction was decided and the
decision-making department: The Board of Directors
11.Current cumulative volume, amount, and shareholding percentage
of holdings of the security being traded (including the current
trade) and status of any restriction of rights (e.g.pledges):
Number of shares: 470,000,000 shares of preferred shares; 4,983,242,319 shares
of common shares
Amount: NT$4,700,000,000 for preferred shares; NT$49,832,423,190 for common
shares
Shareholding percentage: 74% for preferred shares; 100% for common shares
Restriction of rights: None
12.Current ratio of long or short term securities investment
(including the current trade) to the total assets and shareholder's
equity as shown in the most recent financial statement and the
operating capital as shown in the most recent financial statement:
The calculation of financial ratios takes into consideration the rights issue
of NT$5.3 billion, which will be completed in December, 2009.
Current ratio of long or short term securities investment to total assets:
96%Current ratio of long or short term securities investment to shareholder's
equity: 121%The operating capital in the most recent financial statement:
NT$5,393,347,432
13.Broker and broker's fee: None
14.Concrete purpose or use of the acquisition or disposition: To enhance SKL's
financial structure and capital adequacy.
15.Net worth per share of company underlying securities acquired
or disposed of: NT$8.80
16.Do the directors have any objection to the present transaction?: None
17.Has the CPA issued an opinion on the unreasonableness of the price
of the current transaction?: None
18.Any other matters that need to be specified: None
END
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