1. Name and Nature of the Subject Matter (if preferred shares, specify issuance terms such as dividend rate): Ordinary shares of the joint venture company
2. Date of Occurrence: 115/8/7 ~ 115/8/7
3. Board Approval Date: Not applicable
4. Other Decision Dates: Decision Level: Chairman August 7, 115 (Minguo calendar)
5. Transaction Quantity, Unit Price, and Total Transaction Amount: Number of Units: Not applicable Unit Price: Not applicable Total Transaction Amount: Up to USD 11.76 million (approximately TWD 378,319,200 based on exchange rate of 1:32.17)
6. Counterparty and Relationship with the Company (Name may be omitted if counterparty is a natural person and not a related party): Not applicable
7. If the counterparty is a related party, state reasons for selection, previous transferor, relationships among the previous transferor, the company, and the counterparty, transfer date, and amount: Not applicable
8. If ownership of the subject asset was held by a related party of the company within the past five years, disclose acquisition/disposal date, price, and relationship with the company at the time: Not applicable
9. Matters related to disposal of receivables (including types of collateral attached; if receivables from related parties, disclose names and book amounts): Not applicable
10. Gain (or loss) from disposal (not applicable if acquiring securities); for deferred gains, provide table showing recognition status: Not applicable
11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important agreements: Based on the funding needs of the joint venture company
12. Method of transaction determination, reference basis for pricing, and decision-making unit: Based on the funding needs of the joint venture company
13. Net asset value per share of the securities-issuing company acquired or disposed: Not applicable
14. Cumulative holdings (including this transaction) of the securities involved, including quantity, amount, ownership percentage, and any rights restrictions (e.g., pledge status): (1) Cumulative holding amount: Equity investment in ordinary shares of the joint venture company up to USD 11.76 million (2) Cumulative ownership percentage: 49% (3) Rights restriction status: None
15. Proportion of cumulative securities investments under Article 3 of the 'Asset Acquisition and Disposition Rules for Publicly Issued Companies' (including this transaction) relative to total assets and equity attributable to owners of parent in the latest financial statements, and operating capital amount (Note 2): Percentage of total assets: 18.53% Percentage of equity attributable to parent: 34.96% (Total investment amount: USD 11.76 million ≈ TWD 378,319,200 at exchange rate 1:32.17) Operating capital amount: -971,170 thousand TWD
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal of securities: Engage in local solar module manufacturing and sales in the United States
18. Dissenting director opinions 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 auditors issued a non-reasonableness opinion on this transaction: Not applicable
22. Name of accounting firm: None
23. Auditor name: None
24. Auditor license number: None
25. Whether this involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction history with the counterparty over the past year and expected transactions within the next year: Not applicable
28. Source of funds: Internal funds
29. Previous material information announcement date for the same event: July 21, 115 (Minguo calendar)
30. Other explanatory matters: 1. On July 21, 115, the board of directors resolved to jointly invest with Sino-American Silicon Products Co., Ltd. or its subsidiaries to establish a joint venture company in the United States. 2. To facilitate subsequent operational planning and management, the Chairman of the Company, pursuant to the authority granted by the board resolution on July 21, 115, decided on August 7 to adjust the investment structure. The new structure involves both parties jointly establishing a joint venture company in Taiwan, which will then fully invest in establishing a U.S. subsidiary to engage in solar module manufacturing and sales in the United States. 3. Except for the adjustment in investment structure, the original cooperation objectives and investment plan remain unchanged.
FACT BOX
- Source: PR Times
- Category: Partnership