UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A No. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
IMPAX LABORATORIES, INC.
------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------
(Title of Class of Securities)
45256B101
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(CUSIP NUMBER)
Cornel C. Spiegler
Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, PA 19124
215-289-2220
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 45256B101
<TABLE>
<S> <C> <C> <C> <C>
1. NAME OF REPORTING PERSON
China Development Industrial Bank Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,602,937
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,602,937
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,602,937
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.65%**
14. TYPE OF REPORTING PERSON
CO
**Consists of shares of Series 1-B Convertible Preferred Stock
("Series 1-B Preferred Stock") immediately convertible into
4,002,937 shares of Common Stock and shares of Series 2
Convertible Preferred Stock ("Series 2 Preferred Stock")
immediately convertible into 600,000 shares of Common Stock.
</TABLE>
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<PAGE>
Responses to each item below are incorporated by reference into each other item,
as applicable.
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $0.01 par value of Impax
Laboratories, Inc. (the "Issuer"). The Issuer's principal executive offices are
located at 30831 Hayward Avenue, Haywood, California 94544.
Item 2. Identity and Background.
This statement is being filed by China Development Industrial Bank Inc. ("CDC"
or the "Reporting Person").
The information required by this Item for the Reporting Person is set forth in
Appendix 1 hereto. The information required by this Item for each officer,
director, and partner, and each controlling person, if any, of the Reporting
Person is set forth in Appendix 2 hereto.
During the last five years prior to the date of this filing, neither the
Reporting Person or any person identified in Appendix 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction ending in a judgment, decree or final order enjoining
future violations or prohibiting or mandating the activities subject to, federal
or state securities laws or finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Global Pharmaceutical Corporation ("Global") and Impax Pharmaceuticals, Inc.
("Impax") entered into an Agreement and Plan of Merger, dated as of July 26,
1999 ("Merger Agreement"), pursuant to which Impax would merge into Global, with
Global being the surviving corporation. The merger of Impax into Global was
consummated on December 14, 1999 and, in connection therewith, Global changed
its name to Impax Laboratories, Inc.
The Issuer's corporate existence was not affected by the Merger, but its
certificate of incorporation was amended to increase the number of shares of
Common Stock Issuer is authorized to issue and to change the name of the
combined company to Impax Laboratories, Inc.
Effective with the Merger, the following shares and all rights with respect to
those shares were converted into capital stock of the Issuer as described below:
Each outstanding share of Impax common stock, Series A Preferred Stock and
Series B Preferred Stock was converted into 3.3358 shares of Issuer Common
Stock;
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Each outstanding share of Impax Series C Preferred Stock was converted into
5.849 shares of the Issuer's Common Stock;
Every 20 outstanding shares of Impax Series D Preferred Stock was converted into
one share of the Issuer's Series 1-B Preferred Stock;
Each outstanding share of Global Series C Preferred Stock was converted into 50
shares of the Issuer's Common Stock; and
Each outstanding share of Global Series D Preferred Stock was converted into one
share of the Issuer's Series 1-A Preferred Stock.
On March 23, 2000, CDC entered into the Stock Purchase Agreement (the "CDC Stock
Purchase Agreement"), dated as of March 23, 2000, between the Issuer and CDC
(attached as Exhibit 8 hereto and incorporated herein by reference) to purchase,
for a total purchase price of $3,000,000, 30,000 shares of Series 2 Preferred
Stock, $.01 par value per share. Such Series 2 Preferred Stock is convertible
into 600,000 shares of Common Stock. CDC purchased the shares of Series 2
Preferred Stock with its working capital.
On June 7, 2000, CDIB Venture Investment (USA), Ltd. ("CDIBVI"), an affiliate of
CDC, entered into a sales agreement (the "Sales Agreement") with Tai-I Electric
Wire & Cable Co., Ltd. ("Tai-I") pursuant to which CDIBVI purchased 5,000 shares
of Series 1-B Preferred Stock from Tai-I, which is convertible into 333,580
shares of the Issuer's Common Stock, at a purchase price per common share
equivalent of $4.1634. CDIBVI purchased the shares of Series 1-B Preferred Stock
with its working capital.
Item 4. Purpose of Transaction.
a) The Series 1-B Preferred Stock and Series 2 Preferred Stock of which CDC is
the beneficial owner was acquired for, and is being held for, investment
purposes. CDC may dispose of or acquire securities of the Issuer, including
Common Stock, depending upon the position of the market, the Issuer and other
factors.
Except as set forth above, the Reporting Person does not have any plans or
proposals which relate to or would result in any other acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer.
b) Neither the Reporting Person, nor to the best of their knowledge, any person
listed in Appendix 1 hereto, has any plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
c) The Reporting Person has no plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries.
d) Pursuant to the Issuer's Certificate of Designations for Series 1-A
Convertible Preferred Stock and Series 1-B Convertible Preferred Stock (included
herewith as Exhibit 3 and incorporated herein by reference), and subject to
meeting the Minimum Election Holdings, as hereinafter defined, each Director
Holder, as hereinafter defined, or its transferee, as the case may be, is
entitled to elect one (1) director of the Issuer, provided however, that in no
event is any Director Holder and such Director Holder's transferee or
transferees be entitled to elect, in the aggregate, more than one (1) director
of the Issuer. For purposes of this Item 4(d), the following terms have the
meanings hereinafter set forth:
"Director Holder" means (i) Fleming US Discovery Fund III, L.P. and Fleming US
Discovery Offshore Fund III, L.P, and any affiliate officer or employee of the
same (the "Fleming Holders"), (ii) Chemical Company of Malaysia Berhad, (iii)
President (BVI) International Investment Holdings Ltd., and (iv) CDC.
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"Minimum Election Holdings" means at least 40%, on an aggregate basis, of the
shares of Series 1 Preferred Stock owned or acquired, as the case may be, by
each such Director Holder as of the effective time of the Merger.
In connection with the merger and as contemplated by the Merger Agreement, the
directors of the Issuer were designated as follows: three individuals
specifically named in the Merger Agreement, two persons selected by Global's
board of directors, three persons selected by Impax's board of directors and two
persons mutually selected by the boards of Global and Impax. In addition,
pursuant to the Merger Agreement and Stockholders' Agreement (attached as
Exhibit G thereto), dated as of December 14, 1999, among Global and certain
stockholder signatories thereto, of which CDC is a signatory (the "Stockholders'
Agreement"; see Exhibit 6 hereto, which is incorporated herein by reference),
certain stockholders have agreed to vote certain of their shares in favor of the
election of certain directors and the appointment of certain board observers,
for a period ending on December 14, 2002.
e) The Reporting Person has no plans or proposals which relate to or would
result in any material change in the present capitalization or dividend policy
of the Issuer;
f) The Reporting Person has no plans or proposals which relate to or would
result in any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
g) The Reporting Person has no plans or proposals which relate to or would
result in changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h) The Reporting Person has no plans or proposals which relate to or would
result in causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
i) The Reporting Person has no plans or proposals which relate to or would
result in a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j) The Reporting Person has no plans or proposals which relate to or would
result in any action similar to any of those enumerated above.
CDC retains the right to change its investment intent, to propose one or more
possible transactions to the Issuer's board, to acquire additional shares of
Issuer's preferred stock or common stock from time to time or to sell or
otherwise dispose of all or part of the Series 1-B Preferred Stock and Series 2
Preferred Stock beneficially owned by it (or any shares of Common Stock into
which such Series 1-B Preferred Stock are converted) in any manner permitted by
law. In the event of a material change in the present plans or intentions of
CDC, CDC will amend this Schedule 13D to reflect such change, to the extent
required by law.
Item 5. Interest in Securities of the Issuer.
a) As a result of the Merger, CDC acquired 55,000 shares of Series 1-B Preferred
Stock and as a result of the Sales Agreement, CDIBVI acquired 5,000 shares of
Series 1-B Preferred Stock. The Series 1-B Preferred Stock of the Issuer is
currently convertible into 4,002,937 shares of Common Stock, subject to certain
antidilution provisions.
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<PAGE>
As a result of entering into the Stock Purchase Agreement, CDC acquired 30,000
shares of Series 2 Preferred Stock. The Series 2 Preferred Stock of the Issuer
is currently convertible into 600,000 shares of Common Stock, subject to certain
antidultion provisions.
As of July 31, 2000, CDC may be deemed to own beneficially 15.65% of the
outstanding Common Stock, which percentage is calculated based upon (i)
24,807,147 shares of Common Stock reported outstanding by the Issuer as of July
31, 2000, (ii) the number of shares of Common Stock (4,002,937) issuable upon
conversion of the Series 1-B Preferred Stock owned by CDC, and (iii) the number
of shares of Common Stock (600,000) issuable upon conversion of the Series 2
Preferred Stock owned by CDC. The percentage is calculated by dividing 4,602,937
(which is the sum of 3,669,557, 333,980 and 600,000) by 29,410,084 (which is the
sum of 24,807,147 and 4,602,937).
b) The information required by this paragraph is reflected on Lines 7-10 of the
Reporting Person's cover page, incorporated herein by reference. The information
required by Items 2 of this Schedule for each person with whom the power to vote
or direct a vote or to dispose or direct the disposition is shared is set forth
in Appendix 1 and Appendix 2 hereto.
c) Except as disclosed in Item 3, CDC has not effected any transactions in the
Common Stock during the last 60 days.
d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by CDC.
e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Merger Agreement and the Stockholders' Agreement, certain
stockholders have agreed to vote certain of their shares in favor of the
election of certain directors and the appointment of certain board observers,
for a period of time ending on December 14, 2002.
Pursuant to the Amended and Restated Registration Rights Agreement, dated as of
December 14, 1999, between Global and the Series 1 Stockholders (see Exhibit 5
hereto, which is incorporated herein by reference), which was amended on March
23, 2000 by Amendment No. 1 (see Exhibit 12, which is incorporated herein by
reference), Global has granted certain "demand" and "piggyback" registration
rights to certain holders of Series 1 Preferred Stock with respect to the shares
of Issuer Common Stock held by such stockholders.
Pursuant to the Registration Rights Agreement, dated as of March 23, 2000, among
the Issuer and each of the Purchasers (see Exhibit 10, which is incorporated by
reference herein), the Issuer has granted certain "demand" and "piggyback"
registration rights to certain holders of Series 2 Preferred Stock with respect
to the shares of Issuer Common Stock held by such stockholders.
The Stockholders' Agreement, (see Exhibit 4 hereto, which is incorporated herein
by reference), dated as of December 14, 1999, (the "Series 1 Stockholders'
Agreement") among Global and the holders of Series 1 Preferred Stock, which was
amended on March 23, 2000 by Amendment No. 1 (see Exhibit 11, which is
incorporated herein by reference) provides that in the event that Charles Hsiao,
Larry Hsu or Barry R. Edwards (each, a "Key Senior Executive") proposes to
transfer his shares ("Transferor Shares") to any person (the "Buyer"), as a
condition to such transfer, such Key Senior Executive shall cause the Buyer to
offer to purchase from each Investor (as defined therein) up to that number of
shares owned by any Investor representing the same percentage of all shares
owned by
6
<PAGE>
it as the Transferor Shares are of that Key Senior Executive's shares, subject
to certain exceptions. These "Tag-Along" rights are more fully set forth in
Section 3 of the Series 1 Stockholders Agreement.
Pursuant to an Escrow Agreement, dated as of December 14, 1999, between Global,
the former Impax shareholders, Charles Hsiao and Larry Hsu as the Seller
Stockholders' Agent (as defined therein) and Continental Stock Transfer & Trust
Company (the "Escrow Agent") (see Exhibit 7 hereto, which is incorporated herein
by reference), the Impax shareholders agreed to place 10% of the Issuer's stock
they were to receive pursuant to the Merger Agreement into an escrow fund
administered by the Escrow Agent. The escrow fund would be available, if
necessary, to indemnify Global pursuant to the indemnification provisions of the
Merger Agreement. The Escrow Agreement provides for the release of the shares
constituting the escrow fund eighteen months after the date of the agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement and Plan of Merger dated as of July 26, 1999 by
and between Global Pharmaceutical Corporation and Impax Pharmaceuticals,
Inc. (incorporated by reference to Annex A to the Joint Proxy
Statement/Prospectus of Global Pharmaceutical Corporation and Impax
Pharmaceuticals, Inc., filed on November 9, 1999, under SEC File No.
333-90599).
Exhibit 2 - Certificate of Amendment of Restated Certificate of
Incorporation of Global Pharmaceutical Corporation, as filed with the
Delaware Secretary of State on December 14, 1999 (incorporated by reference
to Annex E to the Joint Proxy Statement/Prospectus of Global, filed on
November 9, 1999, under SEC File No. 333-90599).
Exhibit 3 - Certificate of Designations of Series 1-A Convertible
Preferred Stock and Series 1-B Convertible Preferred Stock of Global
Pharmaceutical Corporation filed with the Secretary of State of Delaware on
November 8, 1999 (incorporated by reference to Annex F to the Joint Proxy
Statement/Prospectus of Global Pharmaceutical Corporation, filed on
November 9, 1999, under SEC File No.333-90599).
Exhibit 4 - Stockholders' Agreement, dated as of December 14, 1999,
among Global, Charles Hsiao, Larry Hsu, Barry R. Edwards, Fleming US
Discovery Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P.,
Chemical Company of Malaysia Berhad, President (BVI) International
Investment Holdings Ltd., China Development Industrial Bank Inc., Euroc
Venture Capital, Tai-I Electric Wire and Multiventure Tech. (the "Series 1
Stockholders") (incorporated by reference to Exhibit 4 to the Schedule 13D
filed by the Reporting Person on December 27, 1999, under SEC File No.
005-48867).
Exhibit 5 - Amended and Restated Registration Rights Agreement, dated
as of December 14, 1999, among Global and the Series 1 Stockholders
(incorporated by reference to Exhibit 5 to the Schedule 13D filed by the
Reporting Person on December 27, 1999, under SEC File No. 005-48867).
Exhibit 6 - Stockholders' Agreement, dated as of December 14, 1999,
among Global Pharmaceutical Corporation and certain stockholder signatories
thereto (incorporated by reference to Exhibit 9.1 to the Registration
Statement on Form S-4 filed by Global Pharmaceutical Corporation on
November 9, 1999, under SEC File No. 333-90599).
Exhibit 7 - Escrow Agreement, dated as of December 14, 1999, among
Global, the Impax shareholders, Charles Hsiao and Larry Hsu, in the
capacity of the Seller Stockholders' Agent, and Continental Stock Transfer
& Trust Company, in the capacity of Escrow Agent (incorporated by reference
to Exhibit 99.2 to the Registration Statement on Form S-4 filed by Global
Pharmaceutical Corporation on November 9, 1999, under SEC File No.
333-90599).
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Exhibit 8 - Stock Purchase Agreement, dated March 23, 2000, by and
between Impax Laboratories, Inc. and China Development Industrial Bank Inc.
(incorporated by reference to Amendment No. 1 to this Schedule 13D filed
with the Securities and Exchange Commission on May 12, 2000).
Exhibit 9 - The Certificate of Designations for the Series 2
Convertible Preferred Stock filed with the Secretary of State of Delaware
on March 23, 2000 (incorporated by reference to Exhibit 3.16 to the Form
10-KSB of Impax Laboratories, Inc. filed on March 30, 2000).
Exhibit 10 - The Registration Rights Agreement, dated as of March 23,
2000, among the Issuer and the purchasers of Series 2 Preferred Stock (the
"Purchasers") (incorporated by reference to Amendment No. 1 to this
Schedule 13D filed with the Securities and Exchange Commission on May 12,
2000).
Exhibit 11 - Amendment No. 1 to the Stockholders' Agreement, dated as
of March 23, 2000, among the Issuer and certain other stockholders of the
Issuer, which amends the Stockholders' Agreement, dated as of December 14,
1999 among the Issuer, the Purchasers and certain other stockholders of the
Issuer (incorporated by reference to Amendment No. 1 to this Schedule 13D
filed with the Securities and Exchange Commission on May 12, 2000).
Exhibit 12 Amendment No. 1 to the Amended and Restated Registration
Rights Agreement, dated as of March 23, 2000, among the Issuer, each of the
Purchasers, and the other stockholders of the Issuer named therein
(incorporated by reference to Amendment No. 1 to this Schedule 13D filed
with the Securities and Exchange Commission on May 12, 2000).
Appendix 1 - Address, Organization and Principal Business of Each
Reporting Person Required by Item 2.
Appendix 2 - Information About Each Reporting Person Required by
Item 2.
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SIGNATURE
After reasonable inquiry and to the best of the Reporting Person's knowledge and
belief, the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 31, 2000 CHINA DEVELOPMENT INDUSTRIAL BANK, INC.
By: /s/ Brian Keng
-----------------------------------
Name: Brian Keng
Title: Senior Vice President
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APPENDIX 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED
BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
REPORTING PERSON
China Development Industrial Inc.
ADDRESS
11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
PLACE OF ORGANIZATION
Taiwan
PRINCIPAL BUSINESS
Investment Bank
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APPENDIX 2
INFORMATION ABOUT THE REPORTING PERSON
REQUIRED BY ITEM 2
EXECUTIVE OFFICERS AND DIRECTORS OF
CHINA DEVELOPMENT INDUSTRIAL BANK INC.
Name: Tai-Ying Liu, Ph.D.
Citizenship: Taiwan
Business: Taiwan Research Center
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Chairman
Name: Benny T. Hu
Citizenship: Taiwan
Business: China Development Bank
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
Name: Chieh-Chien Chao Ph.D.
Citizenship: Taiwan
Business: Chiao Tung Bank
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
Name: Hans Hsu
Citizenship: Taiwan
Business: Yin Shu-tien Specialist Clinic of
Urology and Ophthalmology
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
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Name: Kuo-Hwa Ho
Citizenship: Taiwan
Business: Bank of Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
Name: Wen-Fu Ko
Citizenship: Taiwan
Business: Presidential Office, R.O.C.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
Name: Yung-San Lee, Ph.D.
Citizenship: Taiwan
Business: International Commercial Bank of China
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Managing Director
Name: Ching-Jen Chen
Citizenship: Taiwan
Business: AGV Products Corporation
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Ching-Shyong Chou
Citizenship: Taiwan
Business: Shanghai Commercial & Savings Bank Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
12
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Name: Chung-Chi Tsai
Citizenship: Taiwan
Business: The National Assembly Republic of China
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: C. Y. Wang
Citizenship: Taiwan
Business: China Steel Corporation
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Eric S. H. Ko
Citizenship: Taiwan
Business: Ruentex Construction & Development
Co., Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Jimmy Chi
Citizenship: Taiwan
Business: Taiwan Fluorescent Lamp Co., Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Julie S. M. Chen
Citizenship: Taiwan
Business: Aetna Life Insurance Company of America,
Taiwan Branch Office
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
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Name: Kung-Yung Chen
Citizenship: Taiwan
Business: China Development Bank
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Ming H. Chen
Citizenship: Taiwan
Business: Ye Chen Investment Co., Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Min-Hsun Chen
Citizenship: Taiwan
Business: Lead Long Textile Co., Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Shin-I Lin
Citizenship: Taiwan
Business: United Holdings Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Shue-sheng Wang
Citizenship: Taiwan
Business: International Commercial Bank of China
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
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<PAGE>
Name: Ting Wu
Citizenship: Taiwan
Business: Core Pacific Group Head Office
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Director
Name: Wei-Te Liu
Citizenship: Taiwan
Business: Witty Corporation
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Chairman
Name: Han-Ton Lin
Citizenship: Taiwan
Business: Peck's Holding Ltd.
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Resident Supervisor
Name: Chien-Chao Yeh
Citizenship: Taiwan
Business: Yeh Chien-Chao Attorney's-at-Law
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Supervisor
Name: Kuo-Cheng Chen
Citizenship: Taiwan
Business: Chiao Tung Bank
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei 10572
Taiwan
Title: Supervisor
Name: Tai-Ying Liu
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Chairman & Chief Executive Officer
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<PAGE>
Name: Benny T. Hu
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: President
Name: Kung-Yung Chen
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
Name: Jer-Shyong Shih
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Executive Vice President
Name: Ben C. B. Chang
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Executive Vice President
Name: Bing Shen
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Executive Vice President
Name: Shu-Kuang Jen, Ph.D.
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Executive Vice President
Name: Lai-Tsung Tsai
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
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<PAGE>
Name: Jack J. L. Chow
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
Name: Vivien H. Hsieh, Ph.D.
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
Name: Kate M. Wu
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
Name: Brian C. Keng
Citizenship: Taiwan
Business Address: 11th Floor, CDC Tower
125 Nanking East Road, Sec. 5
Taipei, 10572, Taiwan
Title: Senior Vice President
17
