1. Date of Fact: 115/07/07 2. Company Name: Diamond BioTech Investment Co., Ltd. 3. Relationship with the Company (Please enter the Company or Subsidiary): The Company 4. Cross-Holding Ratio: Not Applicable 5. Reason for Occurrence: Based on the regulations of the Taiwan Stock Exchange Corporation's letter dated June 29, 2023 (Taiwan Stock Exchange One No. 1121802934), the commitments made by the Company at the time of its initial stock listing are as follows: (1) Disclose the following items in the Special Matters section of the Prospectus: 1. The reasonableness of the changes in performance over the past three years and up to the latest period. 2. The reasons, legality, reasonableness, operational risks, and countermeasures for the cross-shareholding with the investment target, Hengyi Biotech Co., Ltd. (2) To reduce the impact of cross-shareholding on profits and losses, the Company will not increase its holdings in Hengyi Biotech Co., Ltd. and will dispose of all its shares in Hengyi Biotech Co., Ltd. by December 31, 2024. (3) Insiders and the top ten shareholders will extend the stock concentration custody period. After two years from the listing, they can withdraw one-quarter every six months, and can withdraw all after four years. The shares acquired by the aforementioned personnel during the custody period due to profit surplus capital increase or other reasons (such as the execution of employee stock options and employee bonuses) shall be submitted for concentrated custody and can only be withdrawn on the last withdrawal date. (4) After the listing, a Nomination Committee will be established, and at the 2024 Annual General Meeting of Shareholders, independent directors will be increased to more than two-thirds of the total number of directors. (5) The Prospectus should strengthen the disclosure of the following matters: 1. The characteristics and investment risks of biotech venture capital companies (including but not limited to the lack of transparency in the fair value of the investment targets, which may include unlisted or non-publicly issued companies; the combination of investment targets may produce significant changes, etc.). 2. The policy, strategy, scope, region, decision-making process, and principles and methods of exercising voting rights for the company's future investment targets. 3. The cover shall state: "The nature of our company's business is a venture capital company type, with biotech industry as the main investment target. The development period of the biotech industry is long, the investment is high, and success is not guaranteed. Please pay special attention and carefully read the contents of our company's prospectus and invest prudently." 4. The section on industry, operations, and other important risks shall state: "...Our company's main investment targets are biotech stocks, and their stock prices and fair values are greatly affected by R&D results, resulting in significant fluctuations. Therefore, if the fair value declines, it may lead to our company's operating income being negative..." (6) The Board of Directors has approved the revision of the following investment business-related regulations under the Company's "Asset Acquisition or Disposal Handling Procedures," "Investment Business Operations Methods," and "Investment Business Risk Management Methods": The "Asset Acquisition or Disposal Handling Procedures" shall also be submitted to the latest shareholders' meeting for approval: 1. The decision-making authority of the Chairman has been reduced from NT$5 billion to NT$3 billion. Any acquisition or disposal of investments with a transaction amount exceeding NT$3 billion must be approved by the Investment Review Committee, Audit Committee, and Board of Directors before it can be executed. The aforementioned amount shall be calculated on a cumulative basis, and the parent company and subsidiaries (if any) shall be calculated on a consolidated basis. 2. Establish a clear exit mechanism for investment targets: (1) Notification Evaluation: For listed and OTC-listed investment targets with unrealized profits reaching three times the original investment cost or unrealized losses reaching 30% of the original investment cost, the Investment Department shall issue a notification or warning and draft a plan for holding or disposing of the evaluation. If the evaluation is to dispose of and exit, it shall be executed according to the decision-making authority (the estimated profit amount and transaction amount of NT$3 billion (inclusive) or less shall be decided by the Chairman; the estimated profit amount or transaction amount of more than NT$3 billion shall be approved by the Investment Review Committee, Audit Committee, and Board of Directors before it can be executed). If the evaluation is to continue holding, it shall be reported to the Investment Review Committee for approval. (2) Mandatory Exit: If unrealized profits reach five times the original investment cost or unrealized losses reach 50% of the original investment cost, the mandatory exit conditions are met. The Investment Department shall issue a notification or warning and draft a disposal exit plan, which shall be executed according to the decision-making authority (as described in the previous paragraph). If the resolution is not to dispose of and exit, the exceptional management plan shall be reported to the Investment Review Committee, Audit Committee, and Board of Directors for resolution and execution, and the implementation status shall be reported to the Board of Directors regularly. (7) Information disclosure after listing is as follows: 1. Daily disclosure on the official website of the fair value of investment targets that are listed/OTC-listed and emerging stocks. 2. Monthly disclosure on the official website and through major information announcements of the changes in the number of shares and fair value of "all investment targets," the net asset value per share of the Company, and the balance of cash and cash equivalents. 3. Hold quarterly investor conferences to explain the financial and business status and the characteristics of revenue recognition to investors. 4. If the company's operating income is negative for three consecutive months, a major information announcement shall be issued to remind investors to pay attention. 6. Countermeasures: (1) The relevant contents have been appropriately disclosed in the "Cash Increase Issuance of New Shares Handling Listing Before Public Offering and Initial Listing Use" prospectus published in September 2023. Please refer to the Public Information Observation Station for details. (2) All shares of Hengyi Biotech Co., Ltd. have been disposed of as of October 25, 2024. (3) Insiders and the top ten shareholders have extended the stock concentration custody period as required. After two years from the listing, they can withdraw one-quarter every six months, and can withdraw all after four years. The shares acquired by the aforementioned personnel through employee stock options have also been submitted for concentrated custody and can only be withdrawn on the last withdrawal date. (4) The establishment of the Nomination Committee was approved at the Board of Directors meeting on October 13, 2023, and at the 2024 Annual General Meeting of Shareholders on May 21, 2024, the 6th term directors were fully elected, and after the election, independent directors reached more than two-thirds of the total number of directors, who took office on August 1, 2024. (5) The relevant contents have been appropriately disclosed in the "Cash Increase Issuance of New Shares Handling Listing Before Public Offering and Initial Listing Use" prospectus published in September 2023. Please refer to the Public Information Observation Station for details. (6) The Board of Directors approved the revision of investment business-related regulations on July 20, 2023. In addition, the "Asset Acquisition or Disposal Handling Procedures" has been submitted to the 2024 Annual General Meeting of Shareholders held on May 21, 2024, for approval. (7) The implementation status of information disclosure is as follows: 1. Since September 1, 2023, the fair value of investment targets that are listed/OTC-listed and emerging stocks has been disclosed daily on the official website. 2. The changes in the number of shares and fair value of "all investment targets," the net asset value per share of the Company, and the balance of cash and cash equivalents have been disclosed monthly on the official website and through major information announcements. 3. Since the fourth quarter of 2023, investor conferences have been held quarterly to explain the financial and business status and the characteristics of revenue recognition to investors. 4. If the operating income is negative for three consecutive months, a major information announcement will be issued to remind investors to pay attention. 7. Other matters to be stated (if the subject of the event or resolution is a company with public issuance or above, this major information simultaneously meets the provisions of Article 7, Paragraph 9 of the Securities Exchange Act Enforcement Rules, which have a significant impact on shareholders' rights or securities prices): None.

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  • Source: PR Times
  • Category: Funding
  • Dates in source: 115/07/07