CDF, on behalf of CVC (CDIB Venture Capital Corporation), announced Boards’ resolution to invest in the ordinary shares of Soar Taiwan Co. Ltd.

2023-09-14
Announcements

Date of announcement 2023/09/14
Time of announcement 17:15:07
Date of events 2023/09/14
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.):The issuance of ordinary shares of Soar Taiwan Co.
Ltd' ('Soar') through cash capital increase.
2.Date of occurrence of the event:2023/09/14
3.Amount, unit price, and total monetary amount of the transaction:
(1)Amount: Expected not to exceed 51,000,000 shares.
(2)Unit price: Expected at NT$ 10.00 per share.
(3)Total monetary amount of the transaction: Expected not to
exceed NTD 510 million.
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:Soar Taiwan Co. Ltd
(2)Its relationship to the Company:It is 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:Required for investment purposes; no prior transfer.
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:In accordance with the relevant agreement provisions.
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:
In accordance with the relevant agreement provisions.
(2)The decision-making unit: the Board
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:
(1)Cumulative volume:Expected not to exceed 51,000,000 shares
(2)Cumulative amount:Expected not to exceed NT$ 510,000 thousand.
(3)Shareholding percentage:With a maximum limit of 15%.
(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:2.56 %
(2) Current ratio of securities investment (including the current trade)
to the equity attributable to owners of the parent:3.30 %
(3) The working capital as shown in the most recent financial statement
as of the present: Not Applicable
14.Broker and broker's fee:Not Applicable.
15.Concrete purpose or use of the acquisition or disposal:
For development of investment business.
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:2023/09/14
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:No.
26.Details on transactions with the counterparty for the past year and the
expected coming year:
(1) Past year: No.
(2) Expected coming year: This transaction is intended to participate
in the capital increase of Soar Taiwan Co. Ltd through multiple cash
injections.
27.Source of funds:Self-owned capital.
28.Any other matters that need to be specified:
The full name of “CVC” is “CDIB Venture Capital Corporation”.

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