Subject |
The Board of Directors of APG POLYTECH USA HOLDINGS,
INC., FENC’s subsidiary, resolved to invest in PHOENIX
TECHNOLOGIES INTERNATIONAL, LLC
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Statement |
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):
Capital of PHOENIX TECHNOLOGIES INTERNATIONAL, LLC
2.Date of occurrence of the event:2019/06/03
3.Volume, unit price, and total monetary amount of the transaction:
Transaction volume: 2,219,634.09 units
Price per unit: US$ 4.51
Total purchase price: US$ 10,000,000
4.Counterparty to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not
an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
Trading counterpart : PHOENIX TECHNOLOGIES INTERNATIONAL, LLC
Relationship with the company : NIL
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing
the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and
the trading counterpart), price of transfer, and date of acquisition:N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company,
a public announcement shall also include the dates and prices of acquisition and disposal by the related person
and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights;
if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights
toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status
or recognition shall be stated and explained):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
In accordance with the Membership Interest Purchase Agreement
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
In accordance with the Membership Interest Purchase Agreement & the Board resolutions of APG POLYTECH USA HOLDINGS, INC.
11.Net worth per share of the underlying securities acquired or disposed of:N/A
12.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade)
and status of any restriction of rights (e.g.pledges): 2,219,634.09 units / NT$ 316,000,000 / 90% / NIL
13.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown
in the most recent financial statement and the operating capital as shown in the most recent financial statement:
Current ratio to total assets: 5.20%
Current ratio to shareholders’ equity: 8.09%
The operating capital as shown in the most recent financial statement: NT$ 8,083,421,000
14.Broker and broker's fee:NIL
15.Concrete purpose or use of the acquisition or disposal: To solidify corporate synergy and secure the competitiveness in the industry.
16.Do the directors have any objection to the present transaction?:NIL
17.Is it a related party transaction?:No
18.Date of the board of directors’resolution:2019/06/03
19.Date of the recognition of the supervisors or the board of independent directors’resolution:NA
20.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No
21.Name of the CPA firm:YUNDE CERTIFIED PUBLIC ACCOUNTS
22.Name of the certifying CPA:Chang CHE-MING
23.The practice certificate number of the CPA:FSC(R.O.C) CPA NO: 6734
24.Any other matters that need to be specified:NIL
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