CTBC Financial Holding Co., Ltd intends to acquire 100% equity stake of CTBC Finance Co., Ltd. from Taiwan Life Insurance Co., Ltd

1.Name and nature of the underlying assets (if preferred shares, the terms

and conditions of issuance shall also be indicated, e.g., dividend yield,

etc.):The common shares of CTBC Finance Co., Ltd.

2.Date of occurrence of the event:2023/04/28

3.Amount, unit price, and total monetary amount of the transaction:

(1)Amount:107,110,086 shares

(2)Unit price:NTD10.09 per share

(3)Total monetary amount: NTD 1,080,476,325

4.Trading counterparty and its relationship with the Company (if the trading

counterparty is a natural person and furthermore is not a related party of

the Company, the name of the trading counterparty is not required to be

disclosed):

(1)Counterpart: Taiwan Life Insurance Co., Ltd

(2)Relationship: Taiwan Life Insurance Co., Ltd is CTBC Holding's wholly

owned subsidiary

5.Where the trading counterparty is a related party, announcement shall also

be made of the reason for choosing the related party as trading counterparty

and the identity of the previous owner, its relationship with the Company

and the trading counterparty, and the previous date and monetary amount of

transfer:

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

Restructuring the organization of the financial group for

business development

(2)Previous owner: NA

(3) Price of transfer, and date of acquisition: NA

6.Where an owner of the underlying assets within the past five years has

been a related party of the Company, the announcement shall also include the

date and price of acquisition and disposal by the related party, and its

relationship with the Company at the time of the transaction:NA

7.Matters related to the current disposal of creditors' rights (including

types of collaterals of the disposed creditor’s rights; if creditor's

rights over a related party, announcement shall be made of the name of the

related party and the book amount of the creditor's rights, currently being

disposed of, over such related party):NA

8.Profit or loss from the disposal (not applicable in cases of acquisition

of securities) (those with deferral should provide a table explaining

recognition):NA

9.Terms of delivery or payment (including payment period and monetary

amount), restrictive covenants in the contract, and other important terms

and conditions:The transaction will be effective subject to the

approval of related authorities.

Total monetary amount is NTD 1,080,476,325

10.The manner of deciding on this transaction (such as invitation to tender,

price comparison, or price negotiation), the reference basis for the

decision on price, and the decision-making unit:

(1)The manner of deciding on this transaction: Securities sale of

issued shares of CTBC Finance Co., Ltd. held by

Taiwan Life Insurance Co., Ltd.

(2)Reference: Net worth of CTBC Finance Co., Ltd on December 31, 2022

and verified by CPA fairness opinion.

(3)The decision-making unit: The board meeting held on April 28, 2023

11.Net worth per share of the Company's underlying securities acquired or

disposed of:NA

12.Cumulative no.of shares held (including the current transaction), their

monetary amount, shareholding percentage, and status of any restriction of

rights (e.g., pledges), as of the present moment:

(1)Current cumulative volume (including the current trade):

107,110,086 shares

(2)Current cumulative amount (including the current trade): NTD1,080,476,325

(3)Current cumulative shareholding percentage (including the current trade):

100%

(4)Status of any restriction of rights: None

13.Current ratio of securities investment (including the current trade, as

listed in article 3 of Regulations Governing the Acquisition and Disposal of

Assets by Public Companies) to the total assets and equity attributable to

owners of the parent as shown in the most recent financial statement and

working capital as shown in the most recent financial statement as of the

present:

(1)The ratio of securities investment to the total

assets is 107.18%.

(2)The ratio of securities investment to the

shareholder's equity is 130.55%.

14.Broker and broker's fee:NA

15.Concrete purpose or use of the acquisition or disposal:Restructuring

the organization of the financial group for business development.

16.Any dissenting opinions of directors to the present transaction:No

17.Whether the counterparty of the current transaction is

a related party:Yes

18.Date of the board of directors resolution:2023/04/28

19.Date of ratification by supervisors or approval by

the Audit Committee:2023/04/27

20.Whether the CPA issued an unreasonable opinion regarding the current

transaction:No

21.Name of the CPA firm:PricewaterhouseCoopers, Taiwan

22.Name of the CPA:Lily Wong

23.Practice certificate number of the CPA:Taiwan-Finance-Securities-VI-2708

24.Whether the transaction involved in change of business model:No

25.Details on change of business model:No

26.Details on transactions with the counterparty for the past year and the

expected coming year:No

27.Source of funds:

Yearly capital increase through capitalization of retained earnings

28.Any other matters that need to be specified:

The transaction will be effective subject to

the approvals of related authorities.