Date of announcement 2015/09/21
Time of announcement 20:28:26
Date of events 2015/09/21
To which item it meets paragraph 20
Statement
1.Type 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 Capital Management Corporation
is the surviving company, while China Venture Management,
Inc. is the dissolved company.
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 Capital Management
Corporation and China Venture Management, Inc.
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 Capital
Management Corporation with China Venture Management,
Inc., which are both 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/acquisition: 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: China Venture Management, Inc. is a
100%-owned subsidiary 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 Capital
Management Corporation and China Venture Management,
Inc. are 43,833,217and 24,174,382 shares, respectively.
As of June 30, 2015 audited financial statements, the
stockholder ownership of those two companies is
NT$551,377,228 and NT$368,067,853, respectively; the net
worth per share is NT$12.58 and NT$15.23, respectively.
Based on the net worth per share as of June 30,2015
audited financial statements of those two companies, the
conversion ratio is 1 share of China Venture Management,
Inc. for 1.2104 common shares of CDIB Capital Management
Corporation.
10.Scheduled timetable for consummation: The record date
of the merger is authorized by the chairman of both
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 Capital Management Corporation
would assume all of the assets , liabilities and any
interest or obligation of China Venture Management,
Inc.
12.Basic information of companies participating in the merger:
(1)Business scope of CDIB Capital Management Corporation:
Investment Consultant
(2)Business scope of China Venture Management, Inc.:
Investment Consultant
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 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):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