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The Company’s Board of Directors resolved to inject capital in StemCyte International Ltd. By 100% owned subsidiary, Diamond Biofund Ⅰ Inc.

Published: 2024-08-09

 

No 2 Date of announcement 2024/08/09 Time of announcement

16:39:18

Subject

The Company’s Board of Directors resolved to inject capital in StemCyte International Ltd. By 100% owned subsidiary, Diamond Biofund Ⅰ Inc.

Date of events 2024/08/09 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 StemCyte International Ltd.
  2. Date of occurrence of the event:2024/08/09
  3. Amount, unit price, and total monetary amount of the transaction:
    Quantity: 15,000,000 common shares
    Unit price: USD 1.27
    Total monetary amount: USD 19.05 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):
    Counterparty: StemCyte International Ltd.
    Relationship with the Company: An affiliate of the Company
  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: StemCyte International Ltd. is a company that has entered the commercialization stage, aligning with the investment strategy of the subsidiary Diamond Biofund Inc.
  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: NA
  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): NA
  8. Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): NA
  9. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
    Delivery or Payment: According to the schedule of the cash capital increase by StemCyte International Ltd.
    Contractual Restrictions: None
    Other Important terms: None
  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:
    The manner of deciding on this transaction: The Company’s Board of Directors
    Basis for Price Determination: The fairness opinion from the accountant and the capital increase plan of StemCyte International Ltd.
    Decision-Making Unit: The Company’s Board of Directors
  11. Net worth per share of the Company’s underlying securities acquired or disposed of: NT$5.32
  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:
    Diamond Biofund Inc.:
    (1)Cumulative no. of shares held: 18,433,150 common shares
    (2)Cumulative monetary amount: NT$416,008 thousand
    (3)Shareholding percentage: 9.67%
    (4)Restriction of rights: None

    Diamond Biofund Inc.:
    (1)Cumulative no. of shares held: 15,000,000 common shares
    (2)Cumulative monetary amount: NT$625,507 thousand(Calculated based on the average buying and selling exchange rates on 07/31.)
    (3)Shareholding percentage: 7.87%
    (4)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:
    Current ratio to the total assets: 5.17%
    Current ratio to the equity attributable to owners of the parent: 5.24%
    Working capital: NT$6,707,484 thousand
  14. Broker and broker’s fee: None
  15. Concrete purpose or use of the acquisition or disposal: Long-term investment
  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: 2024/08/09
  19. Date of ratification by supervisors or approval by the Audit Committee: 2024/08/09
  20. Whether the CPA issued an unreasonable opinion regarding the current transaction: None
  21. Name of the CPA firm: Trust and Assist CPAs
  22. Name of the CPA: Lin Chang-Yu
  23. Practice certificate number of the CPA: FSC number 4562
  24. Whether the transaction involved in change of business model: None
  25. Details on change of business model: NA
  26. Details on transactions with the counterparty for the past year and the expected coming year: NA
  27. Source of funds: NA
  28. Any other matters that need to be specified: None