CTBC Financial : To make a disclosure on behalf of our subsidiary, CTBC Entertainment for acquisition of business of BROTHER RECREATIONAL CO., LTD.

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Provided by: CTBC FINANCIAL HOLDING CO., LTD.
SEQ_NO	5	Date of announcement	2022/01/21	Time of announcement	19:12:59
Subject	To make a disclosure on behalf of our subsidiary, CTBC Entertainment for acquisition of business of BROTHER RECREATIONAL CO., LTD.
Date of events	2022/01/21	To which item it meets	paragraph 20
Statement	1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):business transfer. 2.Date of occurrence of the event:2022/01/21 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):Not Applicable 4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):BROTHER RECREATIONAL CO., LTD. 5.Whether the counterparty of the current transaction is a related party:Yes 6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity: Counterparty and subsidiaries of CTBC Financial Holding Company have overlapping responsible persons. CTBC supports the baseball team for years. The transaction will allow CTBC directly manage the baseball team. The transaction will not affect shareholders' equity. 7.Purpose/objective of the merger and acquisition:Business development 8.Anticipated benefits of the merger and acquisition: To develop the business of CTBC Entertainment in sports, cultural and creative industries, to utilize synergies from the businesses, and to optimize the marketing performance in sports industry. 9.Effect of the merger and acquisition on net worth per share and earnings per share:After the acquisition, it is anticipated that this will utilize synergies from the businesses. 10.Merger closing procedure, including payment time and method for consideration:The payment will be remitted to the designated account on the closing date (anticipated to be 02/25). 11.Type of merger consideration and source of funds: The consideration of this acquisition is cash (NTD 80.9 million) and the source of funds is from corporate sponsorship. 12.Share exchange ratio and basis of its calculation:Not applicable 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:None 14.Name of the CPA, law or securities firm:JL Chen, CPA 15.Name of the CPA or lawyer:Jin-Lin Chen 16.Practice certificate number of the CPA: Certificate No.943 issued by Taipei CPA Association 17.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.): The transaction price has been assessed using the asset-based approach by an independent expert who concludes that it is reasonable to believe that no damages may be caused by the transaction to the shareholders�� equity. 18.Scheduled timetable for consummation:anticipated to be closed on 02/25 19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company: Not applicable 20.Basic information of companies participating in the merger:Not applicable 21.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):Not applicable 22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition:Not applicable 23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity): 1. CTBC Entertainment will continue operating the baseball team and relevant business. 2. There will be no material changes that would affect the company's shareholder equity. 24.Other important stipulations: Prerequisites for the transfer of the business: The counterparty must obtain necessary permission, consent or approval from CPBL for the transfer of the baseball team. 25.Other important matters concerning the merger and acquisition:None 26.Whether the directors have any objection to the present transaction:None 27.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal):None 28.Whether the transaction involved in change of business model:None 29.Details on change of business model:Not applicable 30.Details on transactions with the counterparty for the past year and the expected coming year:Marketing collaboration in the past and expect no business transactions after closing the acquisition 31.Source of funds:Corporate sponsorship 32.Any other matters that need to be specified:None