Date of announcement 2022/04/20
Time of announcement 16:46:09

Date of events 2022/04/20
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.):
Flemingo International BVI Limited (“Flemingo”); Redeemable Preferred
Shares (P-shares)
2.Date of occurrence of the event:2022/04/20
3.Amount, unit price, and total monetary amount of the transaction:
1,048 shares, approximately US$22K, approximately US$23.2M
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
Trading Counterparty: Flemingo; NA
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:Not applicable
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:Not applicable
7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):The profit from the disposal is approximately US$ 3.22M
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions: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:
Per the restructuring conditions approved by Flemingo’s creditor meeting,
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:
0 share, 0 dollar, 0 percentage of shareholding, 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:
To the total assets：1.44%; To the equity attributable to owners of the
parent：1.77%; Working Capital: Not applicable
14.Broker and broker's fee:Nil
15.Concrete purpose or use of the acquisition or disposal:
For the need of Flemingo’s restructure
16.Any dissenting opinions of directors to the present transaction:Nil
17.Whether the counterparty of the current transaction is
a related party:Nil
18.Date of the board of directors resolution:2022/04/20
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:Not Applicable
26.Details on transactions with the counterparty for the past year and the
expected coming year:None
27.Source of funds:Not Applicable
28.Any other matters that need to be specified:
1) USD 1 = NTD 29.05 (as of 2022/4/11)
2) “GM” is short for “CDIB Global Markets Limited”
3) The original investment of Flemingo’s P-shares (the cost was US$19.98M)
will be converted into the unsecured note and equity issued by Flemingo
(the present value of unsecured note and equity is estimated at around
US$ 23.2M) due to Flemingo’s restructure.