Date of announcement 2021/05/21
Time of announcement 17:24:40
Date of events 2021/05/21
To which item it meets paragraph 24
Statement
1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Partnership interests in「CDIB-Innolux Fund」(tentative name)
2.Date of occurrence of the event:2021/05/21
3.No., unit price, and monetary amount of the transaction:
No., unit price: N/A , total monetary amount of the transaction: up to 32.3%
(inclusive) of the total capital contribution of the fund or NT$ 323 million
(inclusive) by CVC and up to 1%(inclusive) of the total capital contribution
of the fund or NT$ 17 million(inclusive) by CCM, whichever is lower.
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Counterpart：Newly established 「CDIB-Innolux Fund」
Its relationship to the Company： Related party disclosed in financial
statements upon its establishment.
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer:
A new fund raised by the Group and Innolux Corporation；No previous transfer
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time: N/A
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):N/A
8.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):N/A
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
Payment will be delivered per the fund-related agreements.
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The manner in which the current transaction was decided, the reference basis
for the decision on price：Per fund-related agreements
The decision-making department： The Board of CVC and The Board of CCM.
11.Net worth per share of company of the underlying securities acquired or
disposed of:N/A.
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:N/A.
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
(1) Current cumulative volume: N/A .
(2) Amount and shareholding ratio of the securities being traded: up to 32.3%
(inclusive) of the total capital contribution of the fund or NT$ 323 million
(inclusive) by CVC and up to 1%(inclusive) of the total capital contribution
of the fund or NT$ 17 million(inclusive) by CCM, whichever is lower.
(3) Status of any restriction of rights: None.
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
(1) to the total assets: 0.63%(CVC)、0.02%(CCM).
(2) to the shareholder's equity: 0.76%(CVC)、0.02%(CCM).
(3) The operating capital: N/A.
15.Broker and broker's fee:N/A
16.Concrete purpose or use of the acquisition or disposition:For the needs of
investment portfolio expansion
17.Whether the directors expressed any objection to the present transaction:
None
18.Whether the trading counterparty is a related party:Yes
19.Date of approval by board of directors:2021/05/21
20.Recognition date by supervisors or approval date by audit committee:
N/A, the procedure under Article 45 of the Financial Holding Company Act
shall apply.
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:N/A
22.Name of the CPA firm:N/A
23.Name of the CPA:N/A
24.License no.of the CPA:N/A
25.Any other matters that need to be specified:
CCM, a 100%-owned subsidiary of CDIB Capital Group, and a subsidiary of
Innolux Corporation, both as general partners, will raise and set up
CDIB-Innolux Fund with a tentative size of NT$ 1 billion. The total
investment amount of CVC and CCM, will be up to 33.3% (inclusive) of
the total capital contribution of the fund or NT$ 340 million(inclusive),
whichever is lower.