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SEQ_NO |
2 |
Date of announcement |
2024/11/08 |
Time of announcement |
15:20:04 |
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Subject |
The Company acquired the common shares of Yuan Ding Investment Corporation |
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Date of events |
2024/11/08 |
To which item it meets |
paragraph 20 |
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Statement |
1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):Common shares of Yuan Ding Investment Corporation 2.Date of occurrence of the event:2024/10/25~2024/11/08 3.Amount, unit price, and total monetary amount of the transaction: Transaction volume:11,004,000 shares Price per unit:NT$ 49.71 per share Total purchase price:NT$ 547,008,840 4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): Trading counterpart : (1) Ta Chu Chemical Fiber Co., Ltd. (2) An Ho Garment Co., Ltd. Relationship with the company : (1) A affiliated company (2) A subsidiary 5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: In consideration of overall long-term strategic development and business needs NIL 6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:NIL 7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party):N/A 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):N/A 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:Cash / NIL / NIL 10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: (1) Price negotiation (2) In accordance with the Business Mergers and Acquisitions Act, the share exchange transaction was settled in cash. In accordance with the equity valuation report by an independent third-party firm. (1) The Chairman (2) The BOD 11.Net worth per share of the Company's underlying securities acquired or disposed of:NT$ 27.03 12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: 1,833,826,230 shares / NT$ 51,754,027,374 / 100% / NIL 13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:86.18% / 141.62% / NT$ 8,225,887,000 14.Broker and broker's fee:N/A 15.Concrete purpose or use of the acquisition or disposal: In consideration of overall long-term strategic development and business needs 16.Any dissenting opinions of directors to the present transaction:NIL 17.Whether the counterparty of the current transaction is a related party:Yes 18.Date of the board of directors resolution:2024/11/08 19.Date of ratification by supervisors or approval by the Audit Committee:2024/11/06 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:N/A 21.Name of the CPA firm:N/A 22.Name of the CPA:N/A 23.Practice certificate number of the CPA:N/A 24.Whether the transaction involved in change of business model:No 25.Details on change of business model:N/A 26.Details on transactions with the counterparty for the past year and the expected coming year:N/A 27.Source of funds:N/A 28.Any other matters that need to be specified: (1) Additional Information: The transaction between the Company and An Ho Garment Co., Ltd. was conducted in accordance with Article 30 of the Business Mergers and Acquisitions Act and related regulations. The Company acquired 5,502,000 common shares of Yuan Ding Investment Corporation through a share exchange settled in cash. The record date for the share exchange will be on November 8, 2024. The transaction is to exchange the shares under joint control, which will not impact on the rights and interests of the shareholders of the Company. (2) Related Party Disclosure: Certain directors of the Company also serve as directors of Yuan Ding Investment Corporation. This transaction was reviewed in advance by the Audit Committee of the Company. Thus, the aforementioned directors may participate in the discussion and vote on this proposal without posing any risk of harm to the company’s interests. |
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