1. Name and Nature of the Target Asset (if preferred stock, specify the agreed issuance conditions, such as dividend rate): Common stock of Mio-Tech Corporation (hereinafter referred to as Mio-Tech) 2. Date of Fact Occurrence: 115/6/9~115/6/9 3. Date of Board of Directors Approval: November 10, 114 (Republic of China calendar) 4. Other Approval Dates: Approval Level: Board of Directors June 9, 115 (Republic of China calendar) 5. Transaction Quantity, Price Per Unit, and Total Transaction Amount: Transaction Quantity: 147,105,653 shares Price Per Unit: NT$70 Total Transaction Amount: NT$10,297,395,710 (The Company originally resolved at the Board of Directors meeting on November 10, 114, to subscribe to 100 million common shares of its subsidiary, Mio-Tech, at NT$120 per share, for a total transaction amount of NT$12 billion. In response to changes in Mio-Tech's actual issuance conditions, the Board of Directors meeting on June 9, 115, approved the adjustment of the subscription price and number of shares for the cash capital increase.) 6. Transaction Counterparty and Relationship with the Company (If the counterparty is an individual and not a related party of the company, their name may be omitted): Transaction Counterparty: Mio-Tech Relationship with the Company: Subsidiary of the Company 7. If the counterparty is a related party, announce the reason for selecting the related party as the transaction object, the previous owner, the relationship between the previous owner, the company, and the transaction counterparty, the date of the previous transfer, and the amount of the transfer: Not applicable for cash capital increase. 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 (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): Not applicable. 10. Profit (or Loss) from Disposal (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), Contractual Restrictions, and Other Important Agreements: Investment according to funding needs. 12. Method of Decision for this Transaction, Basis for Price Determination, and Decision-Making Unit: Approved by the Company's Board of Directors. 13. Net Asset Value Per Share of the Company Whose Securities are Acquired or Disposed Of: NT$38.45 14. Cumulative Quantity, Amount, Shareholding Ratio, and Restrictions on Rights (e.g., pledges) of Securities Held (including this transaction) to Date: Quantity: 544,965,396 shares Cumulative Amount Held: NT$13,591,583,065 Shareholding Ratio: 93.40% Restrictions on Rights: None 15. To Date, the Proportion of Securities Investments (including this transaction) Listed in Article 3 of the "Regulations Governing the Acquisition or Disposal of Assets by Publicly Issued Companies" to the Company's Total Assets and Equity Attributable to Owners of the Parent Company in the Most Recent Financial Statements, and the Amount of Working Capital in the Most Recent Financial Statements (Note 2): Proportion of Total Assets: 111.78% Proportion of Equity Attributable to Owners of the Parent Company: 146.77% Amount of Working Capital in the Most Recent Financial Statements: NT$139,926 thousand 16. Broker and Brokerage Fee: Not applicable. 17. Specific Purpose or Use of Acquisition or Disposal: Investment in subsidiary. 18. Opinions of Dissenting Directors on this Transaction: Not applicable. 19. Is this Transaction a Related Party Transaction? Yes. 20. Date of Approval by Supervisor or Audit Committee: November 10, 114 (Republic of China calendar) 21. Did the Accountant Issue an Opinion of Unreasonableness for this Transaction? No. 22. Name of Accounting Firm: Yang-Chi United Certified Public Accountants 23. Name of Accountant: Chung Yao-Sheng, CPA 24. CPA Certificate Number: Taipei CPA Certificate No. 3717 25. Does this Involve a Change in Operating Model? No. 26. Explanation of Operating Model Change: Not applicable. 27. Transaction Status with the Counterparty in the Past Year and Projected for the Next Year: Not applicable. 28. Source of Funds: Not applicable. 29. Date of Previous Major Announcement on the Same Matter: November 10, 114. 30. Other Explanatory Matters: If the subscription by employees and original shareholders of Mio-Tech Corporation is insufficient, the Company may subscribe in full as a specific person at the time of subscription. The upper limit of the subscription amount has been adjusted from NT$1,865,105,760 to NT$1,602,604,290. The total upper limit of subscription, including the subscription as a specific person, has been adjusted from NT$13,865,105,760 to NT$11,900,000,000.
FACT BOX
- Source: PR Times
- Category: Finance
- Organizations: Mio-Tech Corporation
- Dates in source: June 9, 115 / November 10, 114
- Products / services: Mio-Tech Cash Capital Increase