Announcement for the Company’s commitments made when applying for listing of stock and its subsequent implementation.
Published: 2024-10-08
| No | 2 | Date of announcement | 2024/10/08 | Time of announcement | 14:56:07 | ||||
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| Subject | Announcement for the Company’s commitments made when applying for listing of stock and its subsequent implementation. | ||||||||
| Date of events | 2024/10/08 | To which item it meets | paragraph 51 | ||||||
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1. Date of occurrence of the event: 2024/10/08 2. Company name:Diamond Biofund Inc. 3. Relationship to the Company (please enter ”head office” or ”subsidiaries”):Head office. 4. Reciprocal shareholding ratios:N/A 5. Cause of occurrence: In accordance with the official letter No.1121802934 by Taiwan Stock Exchange Corporation issued on 2023/06/29. The Company issued the following undertakings when its stocks were initially listed: (1) The following items shall be disclosed in Special Records in the prospectus: A. Reasonableness of the changes in financial performance from the last three years to the latest period. B. The rationale, legality, reasonableness, operational risk and countermeasures of cross-shareholding with Oneness Biotech Co., Ltd.. (2) To mitigate the impact of cross-shareholding on its financial performance, the Company shall no longer increase holdings in Oneness Biotech Co., Ltd., and must dispose all holdings of Oneness Biotech Co., Ltd. by December 31, 2024. (3) Insiders and the top ten shareholders are committed to extend the stock centralized custody period. After two years from the start of listing, one-fourth of stocks will be released every six months. After four years, all of locked stocks will be released. Any stock acquired by aforementioned individuals due to earnings capitalization or other reasons (such as the exercise of employee stock options and bonuses) from the listing to the completion of the centralized custody period shall be submitted for centralized custody and all of stocks will be released after the final date. (4) To establish the ”Nomination Committee” and to elect Independent Directors of over two-thirds of the total number of directors in the 2024 annual Shareholders’ Meeting. (5) To enhance the disclosure of the following matters in the prospectus. A. The characteristics and investment risks of biotech venture capital company (including but not limited to the lack of transparency in the fair value of invested companies, which may include unlisted or private companies, and the potential for significant changes in investment portfolios). B. The future investment guidelines, strategies, scopes, regions, decision-making processes, and principles and methods for exercising voting rights of the Company. C. The Company should declare ”The Company is a venture capital investment company and its main investment area is biotechnology industry. The development for biotechnology projects is time and cost consuming, and it does not guarantee to succeed. Please kindly be advised to take notice, carefully read the contents of the Company’s prospectus and invest prudently.”on the cover of prospectus. D. The Company’s main investment area is biotechnology, whose stock price and fair value is greatly affected by research and development results, causing relatively large fluctuations. Therefore, if the fair value of the portfolio declines in the current year, the Company’s operating revenue may be negative. (6) The Board of Directors to approve the amendments of the following investment-related regulations ”Procedures for Acquisition or Disposal of Assets,” ”Procedures for Operation of Investment Business,” and ”Procedures for Risk Management of Investment Business”. The ”Procedures for Acquisition or Disposal of Assets” must be submitted and approved at the most recent Shareholders’ Meeting. A. The approval authority for the Chairman to be reduced from NT$500 million to NT$300 million. Any transactions for acquisition or disposal of investments exceeding NT$300 million must be approved by the Investment Committee, the Audit Committee, and the Board of Directors. The aforementioned amounts should be cumulatively calculated and include both those from the Company and its subsidiaries (if any). B. To establish a rule for the exit from an investment: a. Notification and Assessment: The Investment Department should issue notices and draft assessments for holding or disposal, if the unrealized gains reach three times of the original investment cost or unrealized losses reach 30% of the original investment cost for TWSE- or TPEx-listed invested companies. It shall be executed based on the level of approval authority if it is recommended to dispose the investment. If the estimated amount of the profit or transactions lower than or equal to NT$300 million, this disposal should be approved by the Chairman. If the estimated amount of the profit or transactions exceeds NT$300 million, this disposal must be approved by the Investment Committee, the Audit Committee, and the Board of Directors. If it is recommended to continue holding the investment, this assessment must be approved by the Investment Committee. b. Forced Exit: The Investment Department should issue notices and draft assessments for disposal, if the unrealized losses reach five times of the original investment cost or unrealized losses reach 50% of the original investment cost, it shall be executed based on the level of approval authority (same as mentioned in the preceding paragraph). If a decision is made not to proceed with a forced exit based on the assessment, the exception management plan should be submitted and approved by the Investment Committee, the Audit Committee, and the Board of Directors, with regular updates on the execution status. (7) The following information disclosure after IPO: A. Announcement for the fair value of TWSE-, TPEx- and TPEx Emerging Stock-listed companies in the Company’s investment portfolio on the official website daily. B. Announcement for the changes in the numbers of shares held in the Company’s portfolio and changes in their fair value, as well as the Company’s book value per share and cash and cash equivalent balances on the official website and through material information monthly. C. To hold an investor conference for briefing the financial and business status as well as revenue recognition characteristics to investors quarterly. D. Material information should be issued when the Company’s operating revenue remains negative for three consecutive months to alert investors. 6. Countermeasures: (1) The relevant information has been appropriately disclosed in the prospectus for initial stock listing on September 2023. Please refer to the website of MOPS for more details. (2) All holdings in Oneness Biotech Co., Ltd. will be disposed of before December 31, 2024. (3) Insiders and the top ten shareholders have agreed with the extended stock centralized custody period as required. After two years from the start of listing, one-fourth of stocks will be released from the centralized custody every six months. After four years, all of the locked stocks will be released. The aforementioned persons acquired (4) The ”Nomination Committee” was established by the Board of Directors on 2023/10/13. The sixth Board of Directors was elected on 2024/05/21 annual shareholder’s meeting. After the reelection, independent directors were elected to occupy over two-thirds of all director seats and assumed office on 2024/08/01. (5) The relevant information has been appropriately disclosed in the prospectus for initial stock listing on September 2023. Please refer to the website of MOPS for more details. (6) The Board of Directors approved the investment-related regulations on July 20,2023. Additionally, the ”Procedures for Acquisition or Disposal of Assets,” was submitted and approved on 2024/05/21 annual shareholders’ meeting. (7) The information disclosure is conducted as follows: A. The fair value of TWSE-, TPEx- and TPEx Emerging Stock-listed investments has been disclosed on the Company’s official website daily since September 1, 2023. B. The changes in the number of shares held in the Company’s portfolios, along with changes in their fair value, as well as the Company’s book value per share and cash and cash equivalent balances, have been disclosed on the Company’s official website and through material information announcements on a monthly basis. C. The Company is holding an investor conference from the fourth quarter of 2023, briefing the financial and business status as well as revenue recognition characteristics to investors quarterly. D. Material information will be issued when the Company’s operating revenue remains negative for three consecutive months to alert investors. 7. Any other matters that need to be specified (the information disclosure also meets the requirements of Article 7, subparagraph 9 of the Securities and Exchange Act Enforcement Rules, which brings forth a significant impact on shareholders rights or the price of the securities on public companies.):None. |
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