CDF, on behalf of GM, announced that the Board of Directors has resolved to subscribe new common shares of its new subsidiary, Pearl

2023-05-24
Announcements

Date of announcement 2023/05/24
Time of announcement   17:29:43
Date of events 2023/05/24
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.):CDIB Pearl Holding Limited, common shares
2.Date of occurrence of the event:2023/05/24
3.Amount, unit price, and total monetary amount of the transaction:
Amount: Up to 36,330 shares
Unit price: US$ 1,000
Total Monetary Amount: Up to US$ 36,330,000
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):
Counterparty: Pearl
Counterparty’s relationship with the Company: 100% owned subsidiary
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) the reason for choosing the related party as trading counterparty :
Per investment purpose, the transaction is to inject capital to a 100%
owned subsidiary in cash
(2) the identity of the previous owner: No previous transfer
(3) its relationship with the company and the trading counterparty:
Not Applicable
(4) the price of the ownership transfer: Not Applicable
(5) date 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):
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:
Capital injection in several tranches based on funding requirements
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:
Mutual agreement, 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:
Number of shares held: Up to 36,330 shares;
Monetary amount: Up to US$ 36,330,000
Shareholding percentage: 100%;
Status of any restriction of right: Not applicable
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:2.25%;
To the equity attributable to owners of the parent:2.97%;
Working Capital: Not applicable
14.Broker and broker's fee:Not Applicable
15.Concrete purpose or use of the acquisition or disposal:
For the need of investment business development
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2023/05/24
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:Not Applicable
21.Name of the CPA firm:Not Applicable
22.Name of the CPA:Not Applicable
23.Practice certificate number of the CPA:Not Applicable
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:
GM previously subscribed 1 ordinary shares with a par value of US$ 1 to
establish Pearl. GM will inject US$ 34,000,000 into Pearl to acquire
34,000 ordinary shares this time, and then will subscribe the rest of
2,330 ordinary shares in one or more subsequent issuances.
27.Source of funds:The Company’s own capital
28.Any other matters that need to be specified:
1) USD 1 = NTD 30.758 (as of 2023/05/12)
2) “GM” is short for “CDIB Global Markets Limited”
3)” Pearl” is short for “CDIB Pearl Holding Limited”
4) For Question 19: Not Applicable, the transaction has been
processed in accordance with Article 45 of the Financial Holding
Company Act

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