CDF, on behalf of KGI International Holdings Limited, announced the shareholders' resolution to inject capital into KGI Limited

2020-11-17
Announcements

Date of announcement 2020/11/17
Time of announcement 18:17:18
Date of events 2020/11/17
To which item it meets paragraph 20

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.):KGI Limited’s shares
2.Date of occurrence of the event: 2020/11/17
3.Amount, unit price, and total monetary amount of the transaction:
Amount: 80,898,045 shares
Unit price: USD1
Total monetary amount of the Transaction: USD 80,898,045 (approximately
NTD 2340 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):
Counterpart: KGI Limited
Relationship to the Company: Subsidiary
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:NA
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:NA
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):NA
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Payment according to schedule of capital injection.
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 current transaction was decided, the reference basis for the decision
   on price:Based on par value per share.
(2)The decision-making department:Resolution in writing of the sole
   shareholder of KGI International Holdings Limited.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NTD 34.9
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:
Cumulative volume: 389,239,174 shares
Cumulative amount: USD 389.24 million
Shareholding percentage: 100%
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)Total assets ratio: 76%
(2)Shareholders’ equity ratio: 126%
(3)Working capital: USD -22,235,805
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
To comply with the ES Tax regulation in Cayman Islands.
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: 2020/11/17
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:NA
21.Name of the CPA firm:NA
22.Name of the CPA:NA
23.Practice certificate number of the CPA:NA
24.Whether the transaction involved in change of business model:NA
25.Details on change of business model:NA
26.Details on transactions with the counterparty for the past year and the
expected coming year:NA
27.Source of funds:NA
28.Any other matters that need to be specified:
(1)Capital injection is to take place upon approval of Board of Directors of
   CDF.
(2)USD/NTD≒1:28.925 as announced by the Central Bank of the Republic of
   China (Taiwan) on 31 October 2020.

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CDF, on behalf of KGI International Holdings Limited, announced an important resolution adopted at the shareholders’ meeting.
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