1.Date of occurrence of the event:2023/05/08
2.Company name: OBI Pharma Inc.
3.Relationship to the Company (please enter ”head office” or ”subsidiaries”):Head office
4.Reciprocal shareholding ratios: N/A
5.Cause of occurrence:
To coordinate with the business needs of AP Biosciences (hereinafter referred to as “APBio”), and in accordance with related laws and regulations for TWSE/TPEx Listed Companies, the Company shall be able to disperse its shareholding of APBio at once or in stages before APBio’s IPO by methods as follows:
(1)Forfeit the subscription rights of APBio’s cash capital increase
The issue price of APBio’s cash capital increase should be no less than the latest audited book value per share resolved by the Board of Directors. Considering the business needs of APBio and to attract and
retain professional talents, except for the 10%~15% of new shares reserved for employees who are eligible, the Company shall be able to forfeit the subscription rights of cash capital increase and request
APBio to distribute the rights to OBI’s shareholders. The Board of Directors of APBio will set all matters related to issue price, contacting specific persons, and procedures depending on market and operating conditions.
(2)Share dispersal coordinating with APBio’s application for the trading of emerging stocks or the listing of securities on the TWSE/TPEx
The Company should allocate the shares for underwriter to subscribe and exercise the over-alloment in accordance with related laws and regulations for Emerging Stock and TWSE/TPEx Listed Companies. The
company and the underwriter will negotiate on the amount of shares allocated and the issue price depending on related laws and regulations for TWSE/TPEx Listed Companies, market conditions, and APBio’s operating conditions.
(3)Share dispersal to strategic investors or institutional investors (Amendment)
For APBio’s business needs and closer partnership with potential technological or strategic alliances to promote the process of research and development, the Company intends to attract strategic investors. Also
, to attract long-term institutional investors with extensive experience in biotechnology and medicine industry investment, the Company can disperse less than 2,000 thousand shares in stages to strategic investors or institutional investors. The price should be no less than the latest audited book value per share. It is proposed for the Shareholders’ Meeting to authorize the Board of Directors to determine the actual price depending on market conditions and APBio’s operating conditions. The price will be decided based on the transaction price reasonableness opinion issued by the independent expert.
6.Countermeasures:The above-mentioned matters related to the forfeiture of subscription of APBio’s cash capital increase and shareholding dispersal is proposed for general shareholders’ meeting authorization for the Board of Directors to deal with subsequent procedures.
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