CDF, on behalf of CVC, announced their Boards’resolutions for a divestment in CDIB Capital Healthcare Ventures II Limited Partnership

2022-01-24
Announcements

Date of announcement 2022/01/24

Time of announcement 18:27:47

Date of events   2022/01/24

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 Capital Healthcare Ventures II LimitedPartnership」(“Healthcare Fund II”)

2.Date of occurrence of the event:2022/01/24

3.No., unit price, and monetary amount of the transaction:No., unit price: Not applicable; total monetary amount of the transaction: NT$133,776,729

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):Counterparty:China LifeIts relationship to the Company:it is a related party transaction governed by Article 45 of the Financial Holding Company Act and it is a related party of financial statement report.

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:(1) The reason for choosing the related party as trading counterparty:China Life had been the limited partner of Healthcare Fund II and knew the fund operation well.(2) The identity of the previous owner: Not applicable

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:Not applicable

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 ofthe related party and the book amount of such creditor’s rights currently being disposed of must also be announced):Not applicable

8.Profit (or loss) from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shallbe stated and explained): Estimated divestment loss is NT$ 14,864k

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 partnership transfer 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:Negotiate the transaction price base on the transaction of secondary market, liquidity and performance of the fund.The decision-making department: The Board of CVC.

11.Net worth per share of company of the underlying securities acquired or disposed of:Not applicable.

12.The discrepancy between the reference price of private placement company and the transaction amount per share is 20 percent or more:Not applicable.

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: Not applicable(2) Amount: NT$149,765k(3) Shareholding percentage of holdings of the security being traded: 11.43%(4) 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:0.05%。(2) to the shareholder's equity:0.75%.(3) The operating capital: Not applicable

15.Broker and broker's fee:Not applicable

16.Concrete purpose or use of the acquisition or disposition:For the capital arrangement of the Group

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: 2022/01/24

20.Recognition date by supervisors or approval date by audit committee:Not applicable, because the transaction applies to Article 45 of the financial Holding Company Act

21.Whether the CPA issued an opinion on the unreasonableness of the current transaction:None.

22.Name of the CPA firm:PricewaterhouseCoopers Taiwan (PwC)

23.Name of the CPA:Hsiao-Fen Huang

24.License no.of the CPA:FSC number 5380

25.Any other matters that need to be specified:(1) All cash in/out flows such as capital calls and distribution between October 1, 2021 and the settlement date will be adjusted dollar for dollar to calculate the final settlement amounts.(2)The full name of CVC is CDIB Venture Capital Corporation Limited.