1. Name and nature of the target (for preferred stock, specify the agreed issuance conditions, such as dividend rate): Together Computer Inc. Preferred Stock (1) Dividend: 8% Non-cumulative dividend (2) 1x Liquidation Preference (3) Ordinary Weighted Average Equity Anti-dilution (4) In the event of a liquidity event (e.g., merger or acquisition), the higher of: i. Original investment amount plus any declared but unpaid dividends, or ii. The amount attributable based on equity proportion, may be recovered. 2. Date of occurrence: 115/6/11~115/6/11 3. Date of Board of Directors' Approval: May 22, R.O.C. Year 115 4. Other Approval Dates: Not applicable 5. Transaction volume, price per unit, and total transaction amount: (1) Transaction unit volume: 48,361 shares (2) Price per unit: USD 206.7760 (3) Total transaction amount: USD 9,999,894.14 6. Transaction counterparty and relationship with the company (if the counterparty is an individual and not a related party, their name may be omitted): (1) Transaction counterparty: Together Computer Inc. (2) Relationship with the company: Non-related party 7. If the transaction counterparty is a related party, announce the reason for selecting the related party as the transaction object, the previous transferor, the relationship between the previous transferor, the company, and the transaction counterparty, the date of the previous transfer, and the amount of the transfer: Not applicable 8. If the owner of the transaction target has been a related party of the company within the last five years, announce the date of acquisition and disposal by the related party, the price, and the relationship with the company at the time of the transaction: Not applicable 9. Matters related to the disposal of claims this time (including the type of collateral attached to the disposed claims, and if the disposed claims are against related parties, the name of the related party and the book value of the claims against the related party disposed of this time): Not applicable 10. Disposal gain (or loss) (not applicable for acquisition of securities) (if originally deferred, explain the recognition status in a table): Not applicable 11. Delivery or payment terms (including payment period and amount), contract restrictions, and other important agreements: As per the signed agreement. 12. Method of decision for this transaction, reference basis for price determination, and decision-making unit: (1) Method of decision for the transaction, reference basis for price determination: As per the signed agreement. (2) Decision-making unit: The Board of Directors has authorized the Chairman to handle all related matters within the stipulated limits. 13. Net asset value per share of the company whose securities are acquired or disposed of: Not applicable 14. Cumulative number of shares, amount, shareholding ratio, and restrictions on rights (e.g., pledge status) of this transaction's securities held to date (including this transaction): (1) Cumulative number of shares held: 48,361 shares (2) Cumulative total amount held: USD 9,999,894.14 15. To date, the proportion of securities investments listed in Article 3 of the "Regulations Governing the Acquisition or Disposal of Assets by Publicly Offered Companies" (including this transaction) to the total assets and the equity attributable to owners of the parent company in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): (1) Proportion to total assets in the parent company's latest individual financial statements: 2.69% (2) Proportion to equity attributable to owners of the parent company in the latest consolidated financial statements: 6.60% (3) Working capital in the parent company's latest individual financial statements: 4,639,232,468 16. Broker and brokerage fees: None 17. Specific purpose or use of the acquisition or disposal: Strategic investment 18. Opinions of dissenting directors regarding this transaction: Not applicable 19. Is this transaction a related party transaction? No 20. Date of approval by supervisor or consent by audit committee: Not applicable, non-related party transaction 21. Did the accountant issue an opinion of unreasonableness for this transaction? No 22. Name of accounting firm: Union & Partners CPAs 23. Name of accountant: Ruan, Qiong-Hua 24. Accountant's practice certificate number: 83 Tai Cai Zheng Deng (6) Zi Di 2719 25. Does it involve a change in business model? No 26. Explanation of business model change: Not applicable 27. Transaction situation with the counterparty in the past year and the projected future year: Not applicable 28. Source of funds: Not applicable 29. Date of previous major information disclosure on the same matter: May 22, 115 30. Other descriptive matters: USD/TWD Rate: 31.363
FACT BOX
- Source: PR Times
- Category: Funding
- Organizations: Together Computer Inc.
- Dates in source: 115/6/11
- Products / services: Preferred Stock