CDF, on behalf of CDIB, announced Boards' resolution to swap ordinary shares of Subtron Technology Co., Ltd., one of CDIB’s portfolio companies.

2022-03-14
Announcements

Date of announcement 2022/03/14
Time of announcement 19:19:42
Date of events 2022/03/14
To which item it meets paragraph 20

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.):Ordinary shares of Subtron Technology Co., Ltd. (”Subtron”)
2.Date of occurrence of the event:2022/03/14
3.Amount, unit price, and total monetary amount of the transaction:
With a share swap ratio of 0.219 Unimicron shares for every Subtron share,
10,786,000 shares of Subtron held by CDIB will be swapped to a total of
2,362,134 Unimicron ordinary shares. Total amount of the transaction will
be approximately NT$581,086 thousand.
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)Counterpart:Unimicron Technology Corp. (“Unimicron”)
(2)Its relationship to the Company:It is not a related party.
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: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):expected profit NT$225,687 thousand.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Not applicable.
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
(1) The manner of deciding on this transaction, the reference basis for
the decision on price:
Agreement of shares swap between Subtron and Unimicron
(2)The decision-making unit:Approved by the Board of CDIB Capital Group
(”CDIB”)
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$ 15.38 per share.
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)Cumulative volume:0 shares
(2)Cumulative amount:NT$ 0
(3)Shareholding percentage:0 %
(4)Status of any restriction of rights:None
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) Current ratio of securities investment (including the current trade)
to the total assets:0.91%
(2) Current ratio of securities investment (including the current trade)
to the equity attributable to owners of the parent:13.87%
(3)The working capital as shown in the most recent financial statement
as of the present: Not Applicable
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:N/A
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:No
18.Date of the board of directors resolution:NA
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:No
21.Name of the CPA firm:Crowe (TW) CPAs.
22.Name of the CPA: Lin, Chih-Lung, CPA
23.Practice certificate number of the CPA:
No. Jin-Guan-Cheng-Shen-10200032833
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: No
26.Details on transactions with the counterparty for the past year and the
expected coming year: No
27.Source of funds:Not applicable
28.Any other matters that need to be specified:
(1) Unimicron plans to acquire Subtron, one of CDIB’s portfolio
companies. The project of Subtron shares swapped to Unimicron shares
is subject to the approval of relevant merger and acquisition procedures.
(2) The total amount of transaction is calculated provisionally, based
on the Unimicron listed closing price of NT$246 on March 3. 2022, and
the disposal profit is accordingly estimated.