Company code:2888 No:1 Subject:SKFH announces supplementary information on relevant conditions of the NT$5 billion investment in SKL common shares To which item it meets--article 2 paragraph xx:24 Date of events:2010/12/21 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:2010/12/21 3.Volume, unit price, and total monetary amount of the transaction: (1) Total amount: NT$5,000,000,000 (2) Unit price: NT$22.5 per share (supplementary) (3) Volume: 222,222,222 common shares (supplementary) 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 (common shares) 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: According to the legislative spirit of Article 36 of the Financial Holding Company Act, a financial holding company shall ensure the sound management of the businesses of its subsidiaries. This investment is 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 on the payment date 10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: (1) Reference basis for the decision on price: The unit price will be based on SKL's adjusted embedded value per share, which is based on SKL's most recently published embedded value per share and takes into consideration net worth in the financial statements most recently audited or reviewed by CPAs. However, the price shall not be lower than the net worth per share or face value per share in the financial statements most recently audited or reviewed by CPAs. (2) 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): Preferred shares: 470,000,000 shares of preferred shares amounting to NT$4,700,000,000. Common shares: 5,455,464,541 shares of common shares amounting to NT$54,554,645,410. (supplementary) Shareholding percentage: 74% for preferred shares; 100% for common shares Restriction of rights: None 12.Current ratio of private placement of securities (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: Current ratio of long or short term securities investment to total assets: 96% (supplementary) Current ratio of long or short term securities investment to shareholders' equity: 118% (supplementary) Operating capital in the most recent financial statement: NT$3,354,842,267 (supplementary) 13.Concrete purpose or use of the acquisition or disposition: To enhance SKL's financial structure and capital adequacy 14.The discrepancy between the reference price of private placement and the transaction amount per share is 20 percent or more of the transaction amount:N/A 15.Net worth per share of company underlying securities acquired or disposed of:NT$12.44 16.Do the directors have any objection to the present transaction?:None
SHIN KONG FINANCIAL HOLDING CO LTD (REG S)
