Announcement Date: July 24, 115 Statement Date: July 23, 115 Statement Time: 18:12:42 Company Code: 5871 Company Name: CTBC-KY
Subject: Announcement by Zhongyu Electric Co., Ltd., a joint subsidiary of CTBC Dihe, Hedi, and Zhongxin, regarding the acquisition of a 35% equity stake in Haoru Electric Co., Ltd.
Applicable Clause: Clause 20 Factual Date: July 23, 115
Details:
1. Name and nature of the subject matter (if preferred shares, specify dividend rate and other conditions): Equity in Haoru Electric Co., Ltd.
2. Factual date: July 23, 115 ~ July 23, 115
3. Board approval date: July 23, 115 (Republic of China calendar)
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount: 98,000,000 shares at NT$12.23 per share Total transaction amount: NT$1,198,823,452
6. Counterparty and its relationship with the company (if individual and not a related party, name may be omitted): Acer Inc.; related party
7. If counterparty is a related party, state reasons for selection, previous owner, relationships among previous owner, company, and counterparty, transfer date, and amount: Reason: To execute the joint long-term energy storage strategy roadmap, equity adjustment is conducted to facilitate future project leadership and advancement.
8. If the ownership of the subject matter was held by a related party of the company within the past five years, disclose acquisition/disposal date, price, and relationship at the time: Not applicable
9. Matters related to disposal of receivables (including types of collateral, and if receivables from related parties, disclose names and book amounts): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities; if deferred, explain recognition): Not applicable
11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important agreements: Cash payment of NT$1,198,823,452
12. Decision-making method for the transaction, reference basis for pricing, and decision-making unit: Based on the accountant's reasonableness opinion, considering profitability and future growth potential. Decision-making unit: Board of Directors of Zhongyu Electric Co., Ltd.
13. Net asset value per share of the securities-issuing company: NT$9.98
14. Cumulative holdings (including this transaction) of the securities: quantity, amount, ownership percentage, and rights restrictions (e.g., pledge status): Cumulative holdings: 182,000,000 shares Total investment amount (including this): NT$2,038,823,452 Ownership percentage (including this): 65% Rights restrictions: None
15. Proportion of securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' to total assets and equity attributable to parent company in the latest financial statements, and working capital amount: Securities investment as % of total assets: 6.06% Securities investment as % of shareholders' equity: 6.66% Working capital: NT$-5,516,833,512
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal: Long-term investment
18. Dissenting opinions from directors regarding this transaction: None
19. Is this a related-party transaction: Yes
20. Date of supervisor approval or audit committee consent: July 23, 115 (ROC)
21. Did the accountant issue a non-reasonable opinion for this transaction: No
22. Name of accounting firm: Ri Zheng United Certified Public Accountants
23. Name of accountant: Lin Jian-Ren
24. Accountant license number: FSC Certificate No. 6325
25. Does this involve a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction history with the counterparty in the past year and expected in the next year: Past year: NT$0 (excluding this transaction) Next year: NT$1,198,823,452 (including this transaction)
28. Source of funds: Internal funds and bank loans
29. Previous material information announcement date for the same event: Not applicable
30. Other explanatory matters: None
FACT BOX
- Source: PR Times
- Category: Partnership