Date of announcement 2015/09/21
Time of announcement 20:23:58
Date of events 2015/09/21
To which item it meets paragraph 11
Statement
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2015/09/21
3.Names of companies participating in the merger (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):CDIB Venture
Capital Corporation is the surviving company, while both
R.O.C. Strategic Company Limited and CDIB Strategic
Venture Fund, Ltd. are dissolved companies.
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):
The counterparties are CDIB Venture Capital Corporation,
R.O.C. Strategic Company Limited and CDIB Strategic
Venture Fund, Ltd.
5.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:
The merger procedure should follow the Merger Law, Company
Act and other relevant regulations. The merger of CDIB
Venture Capital Corporation with R.O.C. Strategic Company
Limited and CDIB Strategic Venture Fund, Ltd. ,which are
all 100% -owned subsidiaries of China Development
Industrial Bank, would not have any impact on the
shareholders' equity of China Development Industrial Bank.
6.Purpose/objective of the merger/acquisitionation:For the
purpose of consolidation of the resources, and the
improvement of efficiency and capital allocation.
7.Anticipated benefits of the merger/acquisition:In the
aspect of the investment management and subsidiary
governance, the merger would improve the resource
efficiency and cost savings.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:CDIB Venture Capital Corporation,
R.O.C. Strategic Company Limited and CDIB Strategic
Venture Fund, Ltd. are all 100%- owned subsidiaries of
China Development Industrial Bank, and therefore the
merger would not have any impact on the net worth per
share and earnings per share of China Development
Industrial Bank.
9.Share exchange ratio and basis of its calculation:The
outstanding shares of common stock of CDIB Venture Capital
Corporation, R.O.C. Strategic Company Limited and CDIB
Strategic Venture Fund, Ltd. are 681,596,725, 40,100,000
and 52,200,000 shares, respectively. As of June 30, 2015
audited financial statements, the stockholder ownership of
those three companies is NT$6,629,155,890, NT$529,207, 611
and NT$844,042,552, respectively; the net worth per share
is NT$9.73, NT$13.2 and NT$16.17, respectively. Based on
the net worth per share as of June 30, 2015 audited
financial statements of those three companies, the
conversion ratio is 1 share of R.O.C. Strategic Company
Limited, and 1 share of CDIB Strategic Venture Fund, Ltd.
for 1.3569 and 1.6625 common shares of CDIB Venture
Capital Corporation, respectively.
10.Scheduled timetable for consummation:The record date
of the merger is authorized by the chairman of three
companies, tentatively on November 1, 2015.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::After the merger, CDIB Venture Capital
Corporation would assume all of the assets , liabilities
and any interest or obligation of both R.O.C. Strategic
Company Limited and CDIB Strategic Venture Fund, Ltd.
12.Basic information of companies participating in the merger:
(1)Business scope of CDIB Venture Capital Corporation:
Venture Capital
(2)Business scope of R.O.C. Strategic Company Limited:
Venture Capital
(3)Business scope of CDIB Strategic Venture Fund, Ltd.:
Venture Capital
13.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
volumesof 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 announcementof a spin-off):N/A
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:No