Date of announcement 2024/07/19
Time of announcement  17:51:16
Date of events 2024/07/19
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.):KGIB's common shares and CDAMC's common shares.
2.Date of occurrence of the event:2024/07/19
3.Amount, unit price, and total monetary amount of the transaction:
1. Amount: 113,360,000 common shares of CDAMC will be converted to
97,463,087 common shares of KGIB (at a ratio of 0.85976612 common share
of KGIB for each CDAMC common share).
2. Unit price: CDAMC is NT$12.599; KGIB is NT$14.654.
3. Total monetary amount of the transaction: NT$1,428,207,766.
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. Trading counterparty: KGIB;
2. Relationship with the Company: Subsidiary of CDF.
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. Reason for choosing the related party as trading counterparty: For the
purpose of an internal reorganization.
2. The identity of the previous owner, its relationship with the Company
and the trading counterparty, the previous date, and monetary amount of
transfer: The assets acquired by CDF this time are the newly issued
common shares of KGIB, with no previous owner, transfer date, and
transfer amount; the assets disposed of by CDF this time are its holding
of CDAMC. CDAMC is a wholly-owned subsidiary of CDF, established in
2003, originally known as the China Growth Three Asset Management
Company. It was renamed after merging with CDF's three other
subsidiaries on July 1, 2019, therefore it is 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):
This share swap is a group organizational restructuring, which will
not generate 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:
The transaction could only be executable with approval from the competent
authorities, and it will be processed according to the share swap
agreement.
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 decision was made
according to the share swap agreement. Since the nature of this
transaction is an internal reorganization within the Group, the swap
ratio was calculated based on the equity as of Mar. 31, 2024 after
deducting cash dividends for year 2023. The calculation also referenced
the fairness opinion issued by Yuanhe CPA firm.
2. Decision-making unit: The share swap was resolved by the board of
directors of KGIB and CDAMC's board of directors acting on behalf of
the Shareholders' Meeting. It was also approved by the board of
directors of CDF.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:
The net worth per share of the Company's underlying securities disposed
of (CDAMC) is NT$12.599, and the net worth per share of the Company's
underlying securities acquired (KGIB) is NT$14.654 (both calculated
based on the respective equities as of Mar. 31, 2024 after deducting
cash dividends for year 2023).
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. As of the present moment, CDF holds 113,360,000 common shares of CDAMC
with a shareholding ratio of 100%, amounting to NT$1,133,600,000
(calculated at par value of NT$10 per share), and holds 4,606,162,291
common shares of KGIB with a shareholding ratio of 100%, amounting to
NT$46,061,622,910 (calculated at par value of NT$10 per share). After
the share swap, CDF will hold 0 common shares of CDAMC with a
shareholding ratio of 0%, amounting to NT$0, and cumulatively hold
4,703,625,378 common shares of KGIB (including this transaction) with
a shareholding ratio of 100%, amounting to NT$47,036,253,780
(calculated at par value of NT$10 per share).
2. 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. Current ratio of securities investment to the total assets: 97.92%;
2. Current ratio of securities investment to equity attributable to owners
of the parent: 119.92%;
3. Working capital as shown in the most recent financial statement as of
the present: Not applicable.
14.Broker and broker's fee:Not applicable.
15.Concrete purpose or use of the acquisition or disposal:
To strengthen business dealings between KGIB and CDAMC and achieve CDF's
reorganization goal of focusing on key subsidiaries.
16.Any dissenting opinions of directors to the present transaction:None.
17.Whether the counterparty of the current transaction is
a related party:Yes.
18.Date of the board of directors resolution:2024/07/19
19.Date of ratification by supervisors or approval by
the Audit Committee:2024/07/19
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None.
21.Name of the CPA firm:Yunahe.
22.Name of the CPA:Sophie Juan.
23.Practice certificate number of the CPA:83TaiCaiZhengDeng(Liu)Zi No.2719
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:Not applicable.
27.Source of funds:Not applicable.
28.Any other matters that need to be specified:
The transaction could only be executable with approval from the
competent authorities.