Date of announcement 2023/03/27
Time of announcement 17:12:51
Date of events 2023/03/27
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.):
Common shares of KGI Securities Investment Trust Co. Ltd. (“KGI SITE”)
2.Date of occurrence of the event:2023/03/27
3.Amount, unit price, and total monetary amount of the transaction:
(1) Amount: 30,000,000 Common shares
(2) Unit price: NT$19.56 per share
(3) Total monetary amount of the transaction: The evaluation date of the
re-organization project is proposed to be the end of the month prior
to the date of approval of the capital reduction by KGI Securities
Co. Ltd. (“KGI Securities”) Board, acting as shareholders meeting.
The calculation of the paid-in-kind amount for returning capital to
China Development Financial Holding Corp. (“CDF”) would be based
on aforementioned recognized book value which would be further
audited by CPA before KGI Securities shareholders meeting. The
pro-forma calculation based on KGI Securities’ 2022 audited book
value on KGI SITE for using equity method is NT$586,897 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) Trading counterparty: KGI Securities
(2) Its relationship with the Company: Subsidiary of CDF
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:
(1) As part of CDF’s strategic development, the plan is for KGI
Securities to return all shares of KGI SITE to CDF via paid-in-kind
capital reduction for CDF to directly own KGI SITE.
(2) KGI SITE is a 100% subsidiary of KGI Securities whose latest
acquisition of shares in KGI SITE was on February 22, 2018; the
transaction price was NT$10.635 per share for net value on December
31, 2017, and the trading counterparty is Ms. Guo who was not a
related party to KGI Securities and CDF.
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):Not applicable
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
KGI Securities, subsidiary of CDF, to return common shares of KGI SITE
to CDF by paid-in-kind capital reduction
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: KGI Securities,
subsidiary of CDF, to return common shares of KGI SITE to CDF by
paid-in-kind capital reduction
(2) The reference basis for the decision on price: Since the
re-organization project has to be approved by KGI Securities
shareholders meeting, it is proposed that the evaluation date is to
be the end of the month prior to the date of approval of the capital
reduction by shareholder’s meeting. The calculation of the paid-in-
kind amounts for returning capital to CDF would be based on
aforementioned recognized book value which would be further audited
by CPA before shareholders meeting. The pro-forma calculation based
on KGI Securities’ 2022 audited recognized book value on KGI SITE
for using equity method.
(3)The decision-making unit: Board of Directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$18.56 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: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)Ratio of securities investments to total assets: 96.81%
(2)Ratio of securities investments to shareholder’s equity: 127.79%
(3)Operating Capital: N.A
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
For the strategic development planning of CDF
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2023/03/27
19.Date of ratification by supervisors or approval by
the Audit Committee:2023/03/27
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:FORTUNE & CO., CPAs
22.Name of the CPA:Kevin Tsai
23.Practice certificate number of the CPA:
Taipei Certified Public Accountant Association Certificate No.2622
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:Not applicable
27.Source of funds:Paid-in-kind capital reduction
28.Any other matters that need to be specified:
The transaction need to be submitted for competent authority approval
before execution