Date of announcement 2024/02/16
Time of announcement 17:41:17
Date of events 2024/02/16
To which item it meets paragraph 20

1.Name and nature of the underlying assets (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):Swap ordinary shares and preferred shares of 21st Century Technology
Co., Ltd. (“21st Century”) for ordinary shares and preferred shares of
21st Financial Technology Co., Ltd. (“21st FinTech”) due to corporate
restructure.
2.Date of occurrence of the event:2024/02/16
3.Amount, unit price, and total monetary amount of the transaction:
Since the share swap ratio has been updated to 0.98801733 shares of 21st
FinTech for every 21st Century share, 5,308,353 ordinary shares and
833,348 preferred shares of 21st Century held by CVC will be swapped to
5,244,745 ordinary shares and 823,362 preferred shares of 21st FinTech.
Total amount of the transaction will be approximately NT$1,452,444 thousand.
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
(1) Counterparty：21st FinTech
(2) Its relationship to the Company：It is not a related party for the
purpose of financial reports.
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:Not applicable.
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:
Not applicable.
7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):Not applicable.
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):No expected profit or loss.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Not applicable.
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
(1) The manner of deciding on this transaction, the reference basis for
the decision on price:Agreement of shares swap between 21st Century and
21st FinTech.
(2)The decision-making unit：Approved by the Board of CDIB Venture
Capital Corporation (“CVC”)
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$ 35.18 per share.
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
(1) Cumulative volume: 5,244,745 ordinary shares and 823,362 preferred
shares
(2) Cumulative amount: NT$ 1,452,444 thousand
(3) Shareholding percentage: 8.95% before dilution, 8.24% after dilution
expected
(4) Status of any restriction of rights: None
13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
(1) to the total assets: 2.48%
(2) to the shareholder's equity: 3.16%
(3) The operating capital: N/A
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
For corporate restructuring.
16.Any dissenting opinions of directors to the present transaction:No.
17.Whether the counterparty of the current transaction is
a related party:No.
18.Date of the board of directors resolution:NA
19.Date of ratification by supervisors or approval by
the Audit Committee:NA
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No.
21.Name of the CPA firm:Diwan & Company.
22.Name of the CPA:Samuel Lu, CPA
23.Practice certificate number of the CPA:
No. Jin-Guan-Cheng-Shen-1000047855.
24.Whether the transaction involved in change of business model:No.
25.Details on change of business model:No.
26.Details on transactions with the counterparty for the past year and the
expected coming year:No.
27.Source of funds:Not applicable.
28.Any other matters that need to be specified:
(1) CVC made the announcement regarding this share swap on
October 21, 2022. Subsequently, because 21st Century informed that the
actual financial figures for calculating the share swap ratio changed,
an updated announcement is made to clarify the share swap ratio and its
calculation basis.
(2) Based on the shares held by shareholders of 21st Century on the merger
date (February 16, 2024) and the actual financial report in October 2022,
the updated share swap ratio is 0.98801733 ordinary shares of 21st FinTech
for every 21st Century ordinary share, and 0.98801733 preferred shares of
21st FinTech for every 21st Century preferred share.
(3) The total amount of transaction is calculated based on the book value
of 21st Century for CVC. The total book value was NT$1,452,444 thousand on
December 31, 2023, and there will be no expected disposal profit or loss.
(4) Based on the financial statements on October 31, 2022, the net worth
per share of 21st Century is NT$35.18, and the net worth per share of 21st
FinTech is NT$28.73.