Date of announcement 2015/03/23
Time of announcement 21:57:04
Date of events 2015/03/23
To which item it meets paragraph 24
Statement
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):
The interests of ASP Offshore Company Limited-Direct
Co-Investment Fund held by the Company among the 7 funds.
2.Date of occurrence of the event:2015/03/23
3.Volume, unit price, and total monetary amount of the transaction:
(1) Volume, unit price: Not applicable.
(2) The total monetary amount of the transaction:
The approximate amount disposed by the Company
would be USD 82,388,827.08.
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)Upon the completion of the fund registration,
the counterparty of this transaction is CDIB CAPITAL
FUNDS PARTNERS L.P. (tentative name).
(2) Counterpart's relationship to the Company:
Not a related party.
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:Not applicable.
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:
Not applicable.
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):
Not applicable.
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):
The approximate amount of anticipated profit is
USD 9,205,856.93, not including earn-out payment
and upside sharing.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
The disposal of 22 non-core private equity
funds was approved by the board of the Company
and other relevant affiliates on March 23, 2015.
The rationale behind the approximate transaction
amount, USD 198.3 million negotiated among the
buyers is based on the net asset value (“NAV”)
of 22 non-core private equity funds subject to
certain adjustment from the market. The approximate
amount of anticipated profit is USD 15.7 million,
not including earn-out payment and upside sharing.
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making department:
(1) The manner in which the current transaction
was decided, the reference basis for the decision
on price: Reference is made to 22 non-core private
equity funds quarterly reports issued by each
general partners in connection with respective NAV,
financial advisor's valuation analysis reports
from the secondary market and a fairness opinion
issued by PwC Taiwan.
(2)The decision-making department: The board
of the Company.
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):
(1) Current cumulative volume of the security being
traded (including the current trade): Not applicable.
(2) Current cumulative amount of the security being
traded (including the current trade):
approximate USD 0.
(3) Holding percentage: 0 %.
(4) Status of any 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:
(1) Current ratio of private placement of
securities (including the current
trade) to the total assets: 26.18%.
(2) Current ratio of private placement of
securities (including the current
2trade) to the shareholder's equity: 26.20%.
(3) The operating capital as shown in the most
recent financial statement: USD 32,774,660.72.
13.Concrete purpose or use of the acquisition or disposition:
In line with the CDF's strategy to transform China
Development Investment Bank from a proprietary
capital investor into a best-in-class regional
asset manager.
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: Not applicable.
15.Net worth per share of company underlying securities acquired or disposed
of: Not applicable.
16.Do the directors have any objection to the present transaction?:No.