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Announcement for the Board of Directors’resolution to dispose of 26,691,358 common shares of Oneness Biotech Co., Ltd.

Published: 2024-10-24

 

No 1 Date of announcement 2024/10/24 Time of announcement 22:05:11
Subject Announcement for the Board of Directors’resolution to dispose of 26,691,358 common shares of Oneness Biotech Co., Ltd.
Date of events 2024/10/24 To which item it meets paragraph 20
  1. Name of the securities:(4743) Oneness Biotech Co., Ltd.
  2. Trading date:2024/10/24
  3. Amount, unit price, and total monetary amount of the transaction:
    (1) Quantity:26,691,358 common shares
    (Of which no more than 8,000,000 shares are sold to Microbio Co., Ltd. The remaining shares are entrusted to a third-party intermediary to negotiate with international institutional investors.)
    (2) Unit price:The Board of Directors authorized the execution at a price not less than NT$125 per share.
    (3)Total monetary amountIf calculated at NT$125 per share, the total monetary amount would be NT$3,336,420 thousands.
  4. Gain (or loss) through disposal (not applicable in case of acquisition of securities):
    Based on the acquisition cost, if the selling price is NT$125 per share, the realized profit was NT$2,059,818 thousands, of which NT$3,667,807 thousands in realized profit wasrecognized in prior years’ income and carried forward as undistributed earnings. The realized loss of NT$1,607,989 thousands was recognized in 2024 as part of the profit or loss on financial assets at fair value through profit or loss.
  5. Relationship with the underlying company of the trade:
    Investor’s investment is accounted for by using the equity method
  6. Current cumulative amount held, monetary amount, and shareholding percentage of cumulative holdings of the securities being traded (including the current trade), and status of any restriction of rights (e.g.pledges): Before the disposal:
    (1)Cumulative no. of shares held: 26,691,358 common shares
    (2)Cumulative monetary amount: NT$3,683,408 thousands
    (Calculated at the closing price on 10/24)
    (3)Shareholding percentage: 5.58%
    (4)Restriction of rights: None
    After the disposal:
    (1)Cumulative no. of shares held: 0 common share
    (2)Cumulative monetary amount: NT$0
    (3)Shareholding percentage: 0.00%
    (4)Restriction of rights: None
  7. 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 to the total assets: 60.03%
    (2)Current ratio to the equity attributable to owners of the parent: 60.89%
    (3)Working capital: NT$6,707,484 thousands
  8. Concrete purpose of the acquisition or disposal:
    The Company has made the commitment to dispose of all its shares in Oneness Biotech Co., Ltd. by December 31, 2024 when applying for listing on TWSE. This transaction is to fulfill the listing commitment and realize investment returns.
  9. Any dissenting opinions of directors to the present transaction:None.
  10. Whether the counterparty of the current transaction is a related party:Yes.
  11. Trading counterparty and its relationship with the Company:
    The Company is an affiliate of Microbio Co., Ltd., which investments is accounted for by using the equity method.
    The remaining transactions with international institutional investors are considered non-related party transactions.
  12. Date of the board of directors resolution:2024/10/24
  13. Date of ratification by supervisors or approval by the audit committee:2024/10/24
  14. Any other matters that need to be specified:
    This transaction will be conducted through block trades (paired trades) to avoid influencing the trading price of the market.