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Announcement for the Company’s commitments made when applying for listing of stock and its subsequent implementation.

No 2 Date of announcement 2023/10/06 Time of announcement 16:55:22
Subject

Announcement for the Company’s commitments made when applying for listing of stock and its subsequent implementation.

Date of events 2023/10/06 To which item it meets paragraph 51

1.Date of occurrence of the event:2023/10/06

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

Acquisiton or Disposal of Assets,” ”Procedures for Operation of

Investment Business,” and ”Procedures for Risk Management of Investment

Business”. The ”Procedures for Acquisiton 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 acquisiton 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 protfolio 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.

(4)The ”Nomination Committee” will be established by the Board of Directors

in the upcoming board meeting. Independent directors will be elected to

occupy over two-thirds of all director seats in the 2024 annual

shareholder’s meeting.

(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 Acquisiton or

Disposal of Assets,” will be submitted and approved by the upcoming

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 will hold an investor conference from the fourth quarter

of 2023 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.