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.):
Preferred shares of Odeon Therapeutics (Cayman) Limited Terms and conditions of issuance:
Dividend yield 8% (fully-participating and noncumulative); carrying the same voting rights with common shares.
2.Date of occurrence of the event: 2022/02/22
3.Volume, unit price, and total monetary amount of the transaction:
Volume: 6,000,000 shares
Unit price: US$2 per share (Approximately NT$56)
Total monetary amount: US$12,000,000 (Approximately NT$336,000 thousand)
4.Trading counterparty and its relationship to the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): Subsidiary of the Company
5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary value of transfer:
The Company has formed a partnership with Delos Advisors Limited to pursue a more localized R&D strategy, accelerate the expansion of potential indications for the Company’s cancer therapies, and centralize existing resources on executed clinical trials in order to spread the risk of research and avoid resource crowding out effect that could affect the original research progress. OBI Pharma enters license agreement with the newly incorporated company of Delos, Odeon Therapeutics, for the rights of its Globo H targeted cancer therapies, OBI-999 and OBI-833 in China, Hong Kong and Macau. Odeon will issue to OBI fully paid equity equivalent to US$ 12 million upon signing. Odeon will also be responsible for all development costs and all subsequent regulatory and commercialization costs of OBI-999 and OBI-833 in China, Hong Kong and Macau.
6.Where an owner of the underlying assets within the past five years has been an 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 to the Company at the time of the transaction: Not applicable
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: Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status of recognition shall be listed and explained): Not applicable
9.Terms of delivery or payment (including payment period and monetary value), restrictive covenants in the contract, and other important terms and conditions: Pursuant to the agreement.
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:
The resolution of the Company’s Board of Directors was made based on the valuation report issued by an independent valuer and the CPA’s opinion on the reasonableness of the transaction amount.
11.Net worth per share of the Company’s underlying securities acquired or disposed of: Not applicable
12.Cumulative no.of shares held (including the current transaction), their monetary value, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment:
Cumulative no. of shares held: 6,000,000 shares
Monetary value: US$12,000,000 (Approximately NT$336,000 thousand)
Shareholding percentage: 69% (Tentative)
Status of any restriction of rights: None
13.Ratio of securities investment (including the current transaction) to the total assets and shareholder’s equity of the parent company on the latest financial statements, and the operating capital on the latest financial statements, as of the present moment:
Ratio to the total assets: 6.87%
Ratio to shareholders’ equity of the parent company: 10.33%
Amount of operating capital: NT$3,229,230 thousand
14.Broker and broker’s fee: Not applicable
15.Concrete purpose or use of the acquisition or disposal: Debt for Equity Swap
16.Whether the directors expressed any objection to the current transaction: None
17.Whether the counterparty of the current transaction is a related party: Yes
18.Date of the Board of Directors’ resolution: 2020/09/28
19.Date of ratification by supervisors or approval by the Audit Committee: 2020/09/28
20.Whether the CPA issued an opinion on the unreasonableness regarding the current transaction: No
21.Name of the CPA firm: Trust and Assist CPAs
22.Name of the CPA: Chang-You Lin
23.License no.of the CPA: FSC License No. 4562, Taipei CPA Association License No. 2785
24.Any other matters that need to be specified: None