Statement
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.):
(1) CDIB X Finance I Holding Limited (“CXF I”), common shares
(2) Xian Group Limited (“ Xian”), secured bonds
2.Date of occurrence of the event:2020/09/02
3.Amount, unit price, and total monetary amount of the transaction:
(1) 25,500 shares, US$1,000, up to US$25.5M
(2) Not Applicable, Not Applicable, up to US$25M
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) CXF I, 100% holding SPV
(2) Xian, nil
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) Per investment purpose to set up a SPV (CXF I), Not Applicable
(2) 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:
(1) Payment in several tranches based on funding requirements
(2) Per contract
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) Basis for Secured Bond issued by Xian vie CXF I, Board of directors
(2) 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:
(1) 25,500 shares, Up to US$25.5M, 100%, Nil
(2) Not Applicable., Up to US$25M, Not Applicable, Nil
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) 3.54%, 4.23%
(2) 3.54%, 4.22%
14.Broker and broker's fee:Nil
15.Concrete purpose or use of the acquisition or disposal:
(1) For setup of CXF I (2) For the need of portfolio diversification
16.Any dissenting opinions of directors to the present transaction:Nil
17.Whether the counterparty of the current transaction is a related party:
(1) Yes
(2) No
18.Date of the board of directors resolution:2020/09/02
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:Nil
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:No Applicable
26.Details on transactions with the counterparty for the past year and the expected coming year:Not Applicable
27.Source of funds:The Company’s own capital
28.Any other matters that need to be specified:
1) The exchange rate is applied as of 2020/08/24,
which was USD 1 against NTD 29.517.
2) “CI I” is short for “CDIB Capital Investment I Limited”.