Announcement Date: July 8, 2026 Statement Date: July 7, 2026 Statement Time: 17:06:14 Company Code: 6901 Company Name: Diamond Investment Main Purpose: Announcement of commitments made upon the initial listing of the company's shares and their subsequent implementation status Applicable Clause: Item 51 Factual Date: July 7, 2026
Explanation: 1. Factual Date: 07/07/115 (July 7, 2026) 2. Company Name: Diamond Biotech Investment Co., Ltd. 3. Relationship with Company (please enter '本公司' or 'Subsidiary'):本公司 (Our Company) 4. Cross-shareholding Ratio: Not applicable
5. Reason for Occurrence: According to the regulations stipulated in the letter issued by Taiwan Stock Exchange Corporation on June 29, 112 (2023), No. 1121802934, the commitments made by the company upon the initial listing of its shares are as follows:
(i) Disclose the following matters in the special notes section of the public offering statement: 1. The reasonableness of performance changes over the past three years and up to the most recent period. 2. The rationale, legality, reasonableness, operational risks, and mitigation measures regarding cross-shareholding with investment target Gene-All Biotech Co., Ltd.
(ii) To reduce the impact of cross-shareholding on earnings, the company will not increase its holdings in Gene-All Biotech Co., Ltd. and will dispose of all its shares in Gene-All Biotech Co., Ltd. by December 31, 113 (2024).
(iii) Insiders and top ten shareholders have committed to extend the centralized custody period of their shares. After two years from listing, one-fourth may be withdrawn every six months, with full withdrawal permitted only after four years. Any shares acquired by these individuals after listing and before the end of the custody period due to profit conversion, employee stock options, employee bonuses, etc., must also be placed under centralized custody and can only be withdrawn on the final withdrawal date.
(iv) Establish a 'Nomination Committee' after listing and elect independent directors to constitute more than two-thirds of the total board seats at the 113 (2024) annual general meeting.
(v) Enhance disclosure in the public offering statement regarding the following: 1. Characteristics and investment risks of biotech venture capital companies (including but not limited to lack of transparency in fair value of unlisted or non-publicly issued companies in the investment portfolio; potential for significant changes in the investment portfolio). 2. Future investment policies, strategies, scope, regions, decision-making processes, and principles and methods for exercising voting rights. 3. The cover page must state: 'The company's business nature is venture capital focused on the biotech industry. Biotech development has long timelines, high costs, and no guarantee of success. Investors should pay special attention, read the company's public offering statement carefully, and invest prudently.' 4. Under the section 'Industry, Operations, and Other Key Risks,' state: '...The company's primary investment targets are biotech stocks, whose prices and fair values are highly sensitive to R&D outcomes, leading to significant volatility. Therefore, a decline in fair value may result in negative operating revenue for the company...'.
(vi) The board of directors has approved revisions to the company's 'Procedures for Acquisition or Disposal of Assets,' 'Investment Business Operations Regulations,' and 'Investment Business Risk Control Regulations,' with the 'Procedures for Acquisition or Disposal of Assets' to be submitted for approval at the most recent shareholders' meeting. The revised investment-related regulations include: 1. Reduce the chairman's approval authority from NT$500 million to NT$300 million. Any transaction involving the acquisition or disposal of investments exceeding NT$300 million must be approved by the Investment Review Committee, Audit Committee, and Board of Directors. The amounts shall be calculated cumulatively, including both parent and subsidiary (if any) transactions. 2. Establish a clear exit mechanism for investment targets: (1) Notification and Evaluation: For listed or OTC investment targets, if unrealized gains reach three times the original investment cost or unrealized losses reach 30% of the original investment cost, the investment department shall issue a notification or warning and prepare an evaluation plan for holding or disposing. If disposal is recommended, it shall be executed according to approval authority (estimated profit and transaction amount of NT$300 million or below approved by the chairman; above NT$300 million requires approval by Investment Review Committee, Audit Committee, and Board of Directors). If holding is recommended, it must be submitted for approval by the Investment Review Committee. (2) Mandatory Exit: If unrealized gains reach five times the original investment cost or unrealized losses reach 50% of the original investment cost, a mandatory exit is triggered. The investment department shall issue a notification or warning and prepare a disposal plan, executed according to the same approval authority. If the decision is not to exit, an exception management plan must be submitted to the Investment Review Committee, Audit Committee, and Board of Directors for resolution and execution, with regular progress reports submitted to the Board.
(vii) Post-listing information disclosure measures: 1. Daily announcement on the official website of the fair value of investment targets that are listed, OTC, or on the Emerging Stock Market. 2. Monthly announcement on the official website and via material information disclosure of share count changes and fair value changes for all investment targets, the company's net asset value per share, and cash and cash equivalents balance. 3. Quarterly investor briefings to explain financial and business conditions and revenue recognition characteristics. 4. If the company's operating revenue is negative for three consecutive months, issue a material information announcement to alert investors.
6. Countermeasures: (i) The above content has been appropriately disclosed in the 'Public Offering Statement for Cash Capital Increase and Initial Listing' published in September 112 (2023). Please refer to the Public Information Observation Station. (ii) Completed the disposal of all shares held in Gene-All Biotech Co., Ltd. on October 25, 113 (2024). (iii) Insiders and top ten shareholders have extended their share custody periods as required. After two years from listing, one-fourth may be withdrawn every six months, with full withdrawal permitted only after four years. Shares acquired through employee stock options have also been placed under centralized custody and can only be withdrawn on the final withdrawal date. (iv) The establishment of the 'Nomination Committee' was approved by the board of directors on October 13, 112 (2023). At the 113 (2024) annual general meeting on May 21, the sixth board of directors was fully re-elected, with independent directors constituting more than two-thirds of the total board seats, effective from August 1, 113 (2024). (v) The above content has been appropriately disclosed in the 'Public Offering Statement for Cash Capital Increase and Initial Listing' published in September 112 (2023). Please refer to the Public Information Observation Station. (vi) The revision of investment-related regulations was approved by the board of directors on July 20, 112 (2023). The 'Procedures for Acquisition or Disposal of Assets' was submitted and approved at the 113 (2024) annual general meeting on May 21. (vii) Information disclosure implementation status: 1. Since September 1, 112 (2023), daily announcements of the fair value of listed, OTC, and Emerging Stock Market investment targets have been made on the official website. 2. Monthly announcements of share count changes and fair value changes for all investment targets, net asset value per share, and cash and cash equivalents balance are made on the official website and via material information disclosure. 3. Quarterly investor briefings have been held since the fourth quarter of 112 (2023) to explain financial and business conditions and revenue recognition characteristics. 4. A material information announcement will be issued if operating revenue is negative for three consecutive months.
7. Other Matters to be Disclosed (If the entity involved in the event or resolution is a publicly issued company or above, this material information also qualifies as a matter under Article 7, Paragraph 9 of the Enforcement Rules of the Securities and Exchange Act that significantly affects shareholder rights or securities prices): None.
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- Source: PR Times
- Category: News