Date of announcement 2022/07/26
Time of announcement 19:34:34
Date of events 2022/07/26
To which item it meets paragraph 20

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):Share swap
2.Date of occurrence of the event:2022/07/26
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company whose shares
are taken assignment of):
CDIB Management Consulting Corp. (“CDIB MCC”) plans to acquire all
shares of CDC Finance & Leasing Corp. (“CDC”) held by external
shareholders by way of share swap.
4.Counterparty (e.g., name of the other company participating in the merger
or consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):
All shareholders of CDC other than CDIB MCC
5.Whether the counterparty of the current transaction is a related party:Yes
6.Relationship between the counterparty and the Company (investee company in
which the Company has re-invested and has shareholding of XX%), and
explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether it
will affect shareholders' equity:
CDIB MCC is a wholly owned subsidiary of KGI Bank. CDC is a 76.04%-owned
subsidiary of CDIB MCC. CDIB MCC and CDC have engaged independent experts
respectively to provide fairness opinions on the offer price. The
transaction will not affect shareholders' equity.
7.Purpose/objective of the merger and acquisition:
After the share swap transaction, CDC will become a wholly owned
subsidiary of CDIB MCC.
8.Anticipated benefits of the merger and acquisition:
To enhance capital efficiency, strengthen subsidiary supervision, and
lower funding costs through improvement of CDC’s financing capability.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
After the share swap transaction, CDC will become a wholly owned
subsidiary of CDIB MCC. It should have positive benefits for net worth
per share and earnings per share.
10.Merger closing procedure, including payment time and method for
consideration:
CDIB MCC will pay cash consideration. After the share swap is approved
by the competent authority, the chairman or the designated person of
both parties will negotiate and determine the effective date of the
share swap.
11.Type of merger consideration and source of funds:
(1) Type of consideration: cash
(2) Source of funds: CDIB MCC’s cash on hand and short-term bridge
loan
12.Share exchange ratio and basis of its calculation:
(1) Share exchange ratio: NT$11.34 per share.
(2) Calculation basis: Based on CDC’s audited book value per share as
of Jun 2022 and the independent experts’ fairness opinions on the
offer price.
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:No
14.Name of the CPA, law or securities firm:
CDIB MCC: YuanHeCpa
CDC: Yangtze CPAs & Co.
15.Name of the CPA or lawyer:
YuanHeCpa: CPA Juan, Chiung-Hua
Yangtze CPAs & Co: CPA Hu, Hsiang-Ning
16.Practice certificate number of the CPA:
CPA Juan, Chiung-Hua: 2719
CPA Hu, Hsiang-Ning: 191
17.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
(1) This transaction is a share swap, not a public tender offer.
(2) Independent experts used the income approach, market approach, etc.
to determine the fair value range. The offer price of NT$11.34 per
share falls within the fair value range of NT$9.71~NT$12.07 per
share and is deemed reasonable.
18.Scheduled timetable for consummation:
After the share swap is approved by the competent authority, the chairman
or the designated person of both parties will negotiate and determine the
effective date of the share swap subject to the satisfaction or waiver of
all of the conditions precedent.
19.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:NA
20.Basic information of companies participating in the merger:
Main business of CDIB MCC: management consulting
Main business of CDC: finance and leasing
21.Matters related to the spin-off (including estimated value of the
business and assets planned to be assigned to the existing company or new
company; the total number and the types and volumes of the shares to be
acquired by the split company or its shareholders; matters related to the
reduction, if any, in capital of the split company) (note: not applicable
other than where there is announcement of a spin-off):NA
22.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:None
23.Post merger plan (including 1.willingness to continue operating the
business of the company, and the content of plans to that effect; 2.if any,
dissolution of the company; its delisting from an exchange (or OTC market);
material changes in its organization, capital, business plan, financial
operations, or production; or any other matter of material significance that
would affect the company's shareholder equity):
After the share swap transaction, CDC will become a wholly owned
subsidiary of CDIB MCC.
24.Other important stipulations:None
25.Other important matters concerning the merger and acquisition:None
26.Whether the directors have any objection to the present transaction:No
27.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
The directors of CDIB MCC, Amy Tsao and Chris Sun, acting as directors
of CDC, may exercise voting rights according to Article 29 (7) of
Business Mergers And Acquisitions Act.
28.Whether the transaction involved in change of business model:No
29.Details on change of business model:NA
30.Details on transactions with the counterparty for the past year and the
expected coming year:NA
31.Source of funds:NA
32.Any other matters that need to be specified:
The transaction is subject to the approval of KGI Bank and CDF’s board
meetings, CDIB MCC’s board meeting (exercising the functional duties
and power of the shareholders’ meeting according to Article 128-1 of
Company Act), CDC’s shareholders’ meeting and the competent authority.