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.):
ordinary shares of Obigen Pharma, Inc.
2. Date of occurrence of the event: May 31, 2021 to May 31, 2021
3. Volume, unit price, and total monetary amount of the transaction:
Volume: 47,250,000 shares
Unit price: NT$ 20 per share
Total monetary amount: NT$ 945,000,000
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
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:
In order to not only concentrate existing resources on the development of cancer immunotherapy, but also to diversify risk, partnership approach is ideal for the development of OBI-858, Novel Botulinum Toxin. Resolution of OBI Board of Directors dated Dec 4, 2020 noted the out licensing of the global intellectual property right of aesthetic OBI-858 to a newly incorporated company, Obigen Pharma Inc.(Obigen). On Feb 23, 2021, OBI and Obigen executed the licensing agreement on OBI-858’s global rights and agreed on the sale of equipment related to injectable production line to Obigen. The licensing fee for global intellectual property rights of OBI-858 and the payment of injectable production line amount to NT$ 945,000,000 (with tax) are to be paid with the new stock issued by Obigen. Meanwhile, Obigen is planning a fundraising to support activities, including manufacturing, clinical, and operational expenses, of OBI-858’s clinical development throughout Phase I and Phase II. Obigen has received approval for the fundraising activity as well as capital contribution by assigning a monetary claim by the Ministry of Economic Affairs, on May 31, 2021.
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: According 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 are made based on the valuation report issued by independent expert 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 number of shares held: 47,250,000 shares
Total monetary amount: NT$ 945,000,000
Shareholding percentage: 62.17%
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 of securities investment to the total assets: 34.41%
Ratio of securities investment to the shareholder’s equity: 35.90%
Operating capital: NT$ 3,994,346,000
14. Broker and broker’s fee: Not applicable
15. Concrete purpose or use of the acquisition or disposal: Contribute capital by assigning a monetary claim
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: Dec 4, 2020
19. Date of ratification by supervisors or approval by the Audit Committee: Dec 4, 2020
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. Whether it involves a change in business model: No
25. Description of business model changes: Not applicable
26. Transactions with counterparties in the past year and expected in the next year: None
27. Sources of funds: Not applicable
28. Any other matters that need to be specified: None