Date of announcement 2015/03/23
Time of announcement 21:54:58
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 Doughty Hanson & Co V LP No.2 held
by the Company.
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 12,889,027.03.
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 US153,998.64, 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, US$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:
62.16%.
(2) Current ratio of private placement of securities
(including the current trade) to the shareholder's
equity: 62.99%.
(3) The operating capital as shown in the most recent
financial statement: USD 50,732,342.39.
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.