1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): Ordinary shares of San Sheng Mei Bang Life Insurance Corporation (hereinafter "SSMB Life"), an equity-method investee, will be converted into newly issued ordinary shares of E.Sun Financial Holding Corporation (hereinafter "E.Sun Financial").
2. Date on which the fact occurred: 8/14/115 ~ 8/14/115
3. Date of board approval: August 14, 115
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount: Transaction quantity: 138,753,502 shares; each ordinary share of SSMB Life will be exchanged for 0.2596 ordinary shares of E.Sun Financial.
6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party of the company, name disclosure may be omitted): Counterparty: E.Sun Financial Relationship with the company: Not a related party
7. If the counterparty is a related party, state the reason for selecting the related party as the transaction counterparty, the previous transferee, the relationships among the previous transferee, the company, and the counterparty, the previous transfer date, and the transfer amount: Not applicable.
8. If the owner of the subject matter was a related party of the company within the past five years, state the related party's acquisition and disposal dates, prices, and relationship with the company at the time of transaction: Not applicable.
9. Matters related to the disposal of claims in this transaction (including types of collateral accompanying the disposed claims; if claims against related parties are disposed, state the names of the related parties and the book value of the claims disposed): Not applicable.
10. Gain (or loss) from disposal (not applicable if acquiring securities) (if previously deferred, list recognition details): To be supplemented and announced after the actual share conversion is completed.
11. Delivery or payment conditions (including payment periods and amounts), contractual restrictive clauses, and other important agreements: Delivery conditions: According to the share conversion agreement signed between E.Sun Financial and SSMB Life. Contractual restrictive clauses: None. Other important agreements: None.
12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: This transaction is a share conversion. Reference basis for price determination: (1) Share conversion agreement signed between E.Sun Financial and SSMB Life. (2) Reasonableness opinion letter on the share conversion price issued by the accountant. Decision-making unit: Board of Directors of subsidiary San Sheng Foods Co., Ltd.
13. Net asset value per share of the securities-issuing company acquired or disposed: Not applicable
14. Cumulative number, amount, ownership ratio, and rights restrictions (e.g., pledge status) of the securities involved in this transaction (including this transaction) held to date: None.
15. Cumulative ratio of securities investments (including this transaction) listed under Article 3 of the "Asset Acquisition and Disposal Rules for Publicly Issued Companies" to total assets and equity attributable to owners of the parent in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Subsidiary San Sheng Foods Co., Ltd. plans to participate fully in the share conversion on the conversion benchmark date of September 1, 115, and is expected to acquire 36,020,409 ordinary shares of E.Sun Financial.
16. Broker and brokerage fees: None.
17. Specific purpose or use of acquiring or disposing of securities: Corporate strategy adjustment, optimization of investment structure, and creation of more stable long-term returns.
18. Opinions of dissenting directors regarding this transaction: None.
19. Whether this transaction is a related-party transaction: No
20. Date of supervisor approval or audit committee consent: Not applicable.
21. Whether the accountant issued a non-reasonable opinion on this transaction: No
22. Name of the accounting firm: Yuan Ho United Certified Public Accountants
23. Name of the accountant: Certified Public Accountant Juan-Chiung Hua
24. Accountant's practice certificate number: Taiwan Finance Certificate Registration (6) No. 2719
25. Whether it involves a change in business model: No
26. Explanation of business model change: Not applicable.
27. Transaction status with the counterparty in the past year and expected in the next year: Not applicable.
28. Source of funds: Not applicable.
29. Previous date of material information announcement for the same event: Not applicable
30. Other explanatory matters: None.
FACT BOX
- Source: PR Times
- Category: News