Date of announcement 2022/10/21
Time of announcement 16:04:27
Date of events 2022/10/21
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.):Swap ordinary shares and preferred shares of 21st Century Technology
Co., Ltd. (“21st Century”) for ordinary shares and preferred shares of
21st Financial Technology Co., Ltd. (“21st FinTech”) due to corporate
restructure.
2.Date of occurrence of the event:2022/10/21
3.Amount, unit price, and total monetary amount of the transaction:
With a share swap ratio of 1.32868550 21st FinTech shares for every 21st
Century share, 4,121,094 ordinary shares and 833,348 preferred shares of
21st Century held by CVC will be swapped to 5,475,638 ordinary shares and
1,107,257 preferred shares of 21st FinTech. Total amount of the transaction
will be approximately NT$1,452,444 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：21st FinTech
(2)Its relationship to the Company：It is not a related party for the
purpose of financial reports.
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):No expected profit or loss.
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 21st Century and 21st FinTech.
(2)The decision-making unit：Approved by the Board of CDIB Venture Capital
Corporation (“CVC”)
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$ 41.53 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:
All shares of 21st Century are swapped for shares of 21st FinTech.
The no. of shares held after the share swap is as follows:
(1)Cumulative volume：5,475,638 ordinary shares and 1,107,257
preferred shares
(2)Cumulative amount：NT$ 1,452,444 thousand
(3)Shareholding percentage：8.95% before dilution, 8.24% after dilution
expected（Employee Stock Ownership Plans included）
(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:2.38 %
(2) Current ratio of securities investment (including the current trade) to
the equity attributable to owners of the parent:3.45 %
(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:
For corporate restructuring.
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:Diwan & Company.
22.Name of the CPA:Lu,Jui-Wen,CPA
23.Practice certificate number of the CPA:
No. Jin-Guan-Cheng-Shen-1000047855
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) 21st Century, one of CVC’s portfolio companies, is planning corporate
restructuring by being merged by its subsidiary company 21st FinTech.
The project of 21st Century shares swapped to 21st FinTech shares is
subject to the approval of relevant merger and acquisition procedures by
both companies and the domestic and foreign competent authorities.
(2) The total amount of transaction is calculated based on the book value
of 21st Century for CVC. The total book value was NT$1,452,444 thousand on
Sep 30, 2022, and there will be no expected disposal profit or loss.
(3) Based on the pro forma financial statements on Sep 30, 2022, the net
worth per share of 21st Century is NT$41.53, and the net worth per share
of 21st FinTech is NT$31.25.
(4) The actual share swap ratio will be based on the financial reports
published by 21st Century and 21st FinTech in September, 2022 and shares
acquired by employees exercising the ESOP pool.