1. Name and nature of the subject matter (for preferred shares, specify issuance terms such as dividend rate): Private placement of common shares of Yieh United Steel Corporation
2. Date of occurrence: September 23, 115 (ROC)
3. Number of units, unit price, and total transaction amount: Number of units: 134,000,000 shares Unit price: NT$6 Total transaction amount: NT$804,000,000
4. Counterparty and its relationship with the company (if individual and not a related party, name may be omitted): Yieh United Steel Corporation: an equity-method investee of the company
5. If the counterparty is a related party, state the reason for selection, previous transferor, relationships among parties, transfer date, and amount: Not applicable
6. If the subject’s owner was a related party of the company within the past five years, disclose acquisition/disposal date, price, and relationship at the time: Not applicable
7. Matters regarding disposal of receivables (including types of collateral; if receivable from a related party, disclose name and book value): Not applicable
8. Gain (or loss) on disposal (not applicable for acquisition of securities; deferred gains/losses must be detailed): Not applicable
9. Delivery or payment terms (period and amounts), contractual restrictions, and other important agreements: Payment terms: According to Yieh United Steel Corporation’s private placement payment schedule Total payment amount: NT$804,000,000 Contractual restrictions and other important terms: None
10. Decision-making process, pricing reference basis, and decision-making body: Based on the private placement price set by Yieh United Steel Corporation Approved by the company’s board of directors
11. Net asset value per share of the securities-issuing company: NT$4.05
12. Is the difference between the issuing company’s private placement reference price and transaction price over 20%? No
13. Cumulative holdings (including this transaction) in quantity, amount, ownership percentage, and rights restrictions (e.g., pledge status): Quantity: 1,230,660,515 shares Amount: NT$8,732,227,994 Ownership percentage: 35.46% Rights restrictions: Transfer restrictions under Article 43-8 of the Securities and Exchange Act
14. Proportion of cumulative private securities investments (including this transaction) to total assets and equity attributable to owners of parent in latest financial statements, and working capital amount: (1) Percentage of total assets: 12.27% (2) Percentage of equity attributable to owners of parent: 21.65% (3) Working capital amount: NT$(2,677,101) thousand Source of funds for securities acquisition: Loan of NT$800,000,000 and self-funded NT$4,000,000
15. Manager and brokerage fees: None
16. Specific purpose or use of the acquisition or disposal of securities: Long-term investment
17. Dissenting opinions from directors regarding this transaction: None
18. Is this transaction a related-party transaction? Yes
19. Board approval date: September 23, 115 (ROC)
20. Supervisor acknowledgment or audit committee approval date: September 23, 115 (ROC)
21. Did the accountant issue an adverse opinion on this transaction? No
22. Name of accounting firm: RSM Taiwan (Guo Fu Hao Hua Certified Public Accountants)
23. Name of accountant: CPA Huang Chih-Fu
24. CPA license number: FSC Audit No. 1140334720
25. Other disclosures: None
FACT BOX
- Source: PR Times
- Category: Funding