On behalf of CDIB Capital Investment II Limited, announced the Board's resolution regarding the disposal of Sungjoo Design Tech & Distribution Inc.

2016-09-26
Announcements

Date of announcement 2016/09/26
Time of announcement 19:56:11

Date of events 2016/09/26
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):
interest in Sungjoo Design Tech & Distribution Inc.. (”SDD”).
2.Date of occurrence of the event:2016/09/26
3.Volume, unit price, and total monetary amount of the transaction:
(1)Volume and unit price: volume-- Prefer A 3,334 shares; unit price--Not applicable.
(2) Total monetary amount of the transaction: KRW 26.5~31.3 billion.
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) Counterpart to the trade: SDD
(2) Relationship to the Company: No
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): KRW11.5~16.3 billion (before tax). The realized profit temporarily applies SDD's FMV appeal amount of KRW23 billion, with a gain before tax of KRW8 billion. The profit will be adjusted based on the final court judgment.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: none.
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: Court Judgement.
(2) The decision-making department: Board of directors of CDIB Capital Investment II Limited.
11.Net worth per share of company underlying securities acquired or disposed of: NT$ 104,783.
12.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.
13.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: After this disposal is 0.
(2) Amount: After this disposal is 0.
(3) Shareholding percentage of holdings of the security being traded: After this disposal is 0.
(4) Status of any restriction of rights: None.
14.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: 88.98%.
(2) Current ratio of private placement of securities (including the current trade) to the shareholder's equity: 89.00%.
(3) The operating capital: US$7,742,323.
15.Broker and broker's fee:None.
16.Concrete purpose or use of the acquisition or disposition: For the need of portfolio diversification.
17.Do the directors have any objection to the present transaction?:No.
18.The trading counterparty is a related party: Yes. The deal falls in within the definition of ”related-party transaction”as stipulated in Article 45 of the Financial Holdings Company Act of Taiwan.
19.Approval date by board of directors:2016/9/26.
20.Recognition date by supervisors or submission date by audti committee: Not applicable.
21.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No.
22.Any other matters that need to be specified:
The exchange rate is applied as of Sept 21, 2016, which was US$ 1 against NT$ 31.43 and US$ 1 against KRW 1,116.62