Date of announcement 2024/05/24
Time of announcement 17:35:15
Date of events 2024/05/24
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.):CDIB NexGen Partners Fund I, L.P. (tentative name, hereinafter “CNP”),
limited partnership interests
2.Date of occurrence of the event:2024/05/24
3.Amount, unit price, and total monetary amount of the transaction:
Amount and unit price: Not applicable due to limited partnership interests
investment
Total Monetary Amount: Up to US$37.2 million
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):
Counterparty: CNP
Counterparty’s relationship with the Company: Related party as defined in
the Regulations Governing the Preparation of Financial Reports by Securities
Issuers
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:
(1)the reason for choosing the related party as trading counterparty: For
the need of asset management business development
(2)the identity of the previous owner: No previous transfer
(3)its relationship with the company and the trading counterparty: Not
applicable
(4)the price of the ownership transfer: Not applicable
(5)date 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):Not applicable
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Per related agreements
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:Mutual agreement, Board of
Directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:Not applicable
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:
Number of shares held: Not applicable due to limited partnership interests
investment;
Monetary amount: Up to US$37.2 million
Shareholding percentage: The commitment is no more than 1/3 of CNP’s size
Status of any restriction of right: 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:
To the total assets:1.59%;
To the equity attributable to owners of the parent:1.98%;
Working Capital: Not applicable
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
For the need of business development
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2024/05/24
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:YANGTZE CPAS & CO.
22.Name of the CPA:Hu, Hsiang-Ning
23.Practice certificate number of the CPA:191
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:Not applicable
26.Details on transactions with the counterparty for the past year and the
expected coming year:No other anticipated transactions except for that
disclosed in item 4) of section 28.
27.Source of funds:3 convertible notes of Amber Investment Partners Limited
and so on held by GM
28.Any other matters that need to be specified:
1) USD 1 = NTD 32.312 (as of 2024/5/15)
2) GM is short for CDIB Global Markets Limited
3) CNP is short for CDIB NexGen Partners Fund I, L.P.
4) GM will transfer 3 convertible notes issued by Amber Investment Partners
Limited, CDIB Medtech Investment Partners Limited and CDIB Medtech Holdings
Limited to CNP for the consideration of GM’s acquisition of limited
partnership interests. GM’s acquisition of limited partnership interests
will be executed in several tranches.
5) For Question 19: Not applicable, GM does not have supervisors and the
Audit Committee.