1. Name and nature of the subject matter (for preferred shares, specify issuance conditions such as dividend rate): Ordinary shares of Tongshang Development Co., Ltd.
2. Date on which the fact occurred: 115/8/4 ~ 115/8/4
3. Date of board approval: August 6, 115 (Minguo)
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount: Number of units: 40,000,000 shares; unit price: NT$10; Total amount: NT$400,000,000
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): Tongshang Development Co., Ltd.; subsidiary of the company
7. If the counterparty is a related party, state the reason for selecting the related party as the transaction party, the previous transferor, the relationship among the previous transferor, the company, and the counterparty, the previous transfer date, and the transfer amount: Reason for selecting related party: To improve the financial structure of Tongshang Development Co., Ltd. Previous transfer: Not applicable
8. If the owner of the subject matter was a related party of the company within the past five years, disclose the date of acquisition and disposal, price, and relationship with the company at the time of transaction: Not applicable
9. Matters related to the disposal of claims (including types of collateral attached to disposed claims; if claims against related parties are disposed, disclose the name of the related party and the book value of the claim disposed): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if previously deferred, explain recognition status in a table): Not applicable
11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Payment shall be made via bank transfer on the date designated by Tongshang Development Co., Ltd. Contractual restrictions and other important agreements: None
12. Method of transaction decision, basis for price determination, and decision-making unit: Transaction decision and pricing: Based on issuance price; decision-making unit: Board of Directors
13. Net asset value per share of the securities-issuing company: NT$5.62
14. Cumulative holdings of the securities involved in this transaction (including this transaction) as of now, including quantity, amount, ownership percentage, and any rights restrictions (e.g., pledge status): Quantity: 66,000,000 shares; amount: NT$608,631,094; ownership percentage: 100%; rights restrictions: None.
15. As of now, the proportion of securities investments (including this transaction) listed under Article 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' to the total assets and equity attributable to owners of the parent company in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Proportion of total assets: 85.71% Proportion of equity: 161.05% Working capital amount: NT$-32,046,405 thousand
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal of securities: To improve the financial structure of Tongshang Development Co., Ltd.
18. Opinions of dissenting directors regarding this transaction: None
19. Whether this transaction is a related-party transaction: Yes
20. Date of supervisor approval or audit committee consent: August 4, 115 (Minguo)
21. Whether the accountant issued a non-reasonableness opinion: Not applicable
22. Name of accounting firm: Not applicable
23. Name of accountant: Not applicable
24. Accountant's practice certificate number: Not applicable
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 disclosure for the same event: Not applicable
30. Other explanatory matters: This has not yet been approved by the board resolution on August 6; if there are objections in the board resolution, a separate announcement will be made.
FACT BOX
- Source: PR Times
- Category: Funding