1.Date of occurrence of the event: 2024/12/02
2.Method of the current increase (decrease) in investment:
The subsidiary of the Company, Core Storage Electronic (Samoa) Limited
(hereinafter referred to as Core Storage), plans to use the transaction
price of RMB 23 per share in cash as consideration to dispose of a total of
53,323,026 shares of HOSIN Global Electronics Co., Ltd.(hereinafter referred
to as Hosin Global), accounting for approximately 12% of the total issued
shares of Hosin Global, to 6 counterparties(buyers) separately at the same
time. The total expected transaction amount of the aforementioned shares to
be disposed of is RMB 1,226,430 thousand
3.Unit no., unit price, and monetary value of the transaction:
Transaction unit price: RMB 23 per share
Transaction shares: estimated total 53,323,026 shares, including:
(1)To disposal of 35,549,000 shares to FUTURE PAFI Investment Limited, that
transaction amount is RMB 817,627 thousand.
(2)To disposal of 4,945,815 shares to Honor International Limited, that
transaction amount is RMB 113,754 thousand.
(3)To disposal of 988,985 shares to ACPT Limited, that transaction amount is
RMB 22,747 thousand.
(4)To disposal of 5,317,500 shares to Kunyue (Xiamen) Enterprise Management
Consulting Partnership (Limited Partnership), that transaction amount is RMB
122,303 thousand.
(5)To disposal of 2,173,900 shares to Shanghai Lianxin Technology Equity
Investment Center (Limited Partnership), that transaction amount is RMB
50,000 thousand.
(6)To disposal of 4,347,826 shares to Shanghai Liansheng Yeke Enterprise
Management Partnership Enterprise (Limited Partnership), that transaction
amount is RMB 100,000 thousand.
Monetary value of the transaction: Total expected transaction amount is RMB
1,226,430 thousand (approximately equals to NT$ 5,512,801 thousand)
4.Company name of the mainland Chinese investee:
HOSIN Global Electronics Co., Ltd.
5.Paid-in capital of aforementioned mainland Chinese investee:
RMB 444,354 thousand
6.Amount of capital increase currently planned for the
aforementioned mainland Chinese investee:
Not applicable
7.Main businesses of the aforementioned mainland Chinese
investee:
Hosin Global is mainly engaged in the R&D, production, and sales of NAND
flash storage related application products.
8.Type of CPA opinion in the latest annual financial statements
of the aforementioned mainland Chinese investee:
Unqualified opinion
9.Total equity of the aforementioned mainland Chinese investee
in the latest annual financial statements:
RMB 2,324,405 thousand
10.Amount of profit/loss of the aforementioned mainland
Chinese investee in the latest annual financial statements:
RMB 164,430 thousand
11.Amount of actual investment in the aforementioned
mainland Chinese investee, up to the present moment:
The actual investment amount of Core Storage in Hosin Global is RMB 651,569
thousand (approximately NT$ 2,798,856 thousand)
12.Trading counterparty and its relationship to the Company:
Trading counterparties are FUTURE PAFI Investment Limited, Honor
International Limited, ACPT Limited, Kunyue (Xiamen) Enterprise Management
Consulting Partnership (Limited Partnership), Shanghai Lianxin Technology
Equity Investment Center (Limited Partnership) and Shanghai Liansheng Yeke
Enterprise Management Partnership Enterprise (Limited Partnership). The all
trading counterparties are not related parties.
13.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 value of transfer: Not applicable
14.Where an owner of the underlying assets within the past
five years has been an 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 to the Company at the time of the transaction: Not applicable
15.Profit (or loss) upon disposal:
Estimated approximately NT$4.4 billion in investment disposal gains will be
recognized. However, the figures are self-assessed by the Company and the
actual disposal gains that need to be recognized will be based on the
financial statements figures that have been audited or reviewed by CPA after
the transaction is completed.
16.Terms of delivery or payment (including payment period
and monetary value), restrictive covenants in the contract,
and other important terms and conditions:
Terms of delivery or payment : To be handled through the share transfer
procedures stipulated in the individual share transaction agreements
respectively.
Restrictive covenants in the contract, and other important terms and
conditions: No
17.The manner in which the current transaction was decided,
the reference basis for the decision on price, and the
decision-making unit:
Resolved by the Board of Directors of the Company and refer to the fairness
opinion of the transaction price issued by the independent expert
18.Broker: No
19.Concrete purpose of the acquisition or disposal:
To adjust the investments in mainland China and gradually realize investment
profits
20.Whether the directors expressed any objection to the
current transaction: No
21.Whether the counterparty of the current transaction is a
related party: No
22.Date of the Board of Directors resolution: 2024/12/02
23.Date of ratification by supervisors or approval
by the Audit Committee: 2024/12/02
24.Total amount of investment in mainland China
(including the current investment) approved by the
Investment Commission, up to the present moment: NT$1,664,498 thousand
25.Ratio of the total amount of investment in mainland China
(including the current investment) approved by the Investment
Commission, up to the present moment, to the paid-in capital
on the latest financial statements: 81.02%
26.Ratio of the total amount of investment in mainland
China (including the current investment) approved by
the Investment Commission, up to the present moment,
to the total assets on the latest financial statements: 2.59%
27.Ratio of the total amount of investment in mainland
China (including the current investment) approved by the
Investment Commission, up to the present moment, to the
shareholders equity of the parent company on the latest
financial statements: 3.52%
28.Total amount of actual investment in mainland China,
up to the present moment: NT$936,845 thousand
29.Ratio of the total amount of actual investment
in mainland China, up to the present moment, to the
paid-in capital on the latest financial statements: 45.60%
30.Ratio of the total amount of actual investment in
mainland China, up to the present moment, to the total
assets on the latest financial statements: 1.45%
31.Ratio of the total amount of actual investment in
mainland China, up to the present moment, to the
shareholders equity of the parent company on the
latest financial statements: 1.98%
32.Amount of recognized profit (loss) on investment
in mainland China for the last three years:
FY2021GInvestment gain NT$215,846 thousand
FY2022GInvestment loss NT$1,409,709 thousand
FY2023GInvestment loss NT$305,409 thousand
33.Amount of profit remitted back to Taiwan for the
last three years: 0
34.Has the CPA issued an opinion on the unreasonableness of
the price of the current transaction?: No
35.Name of the CPA firm: Crowe (TW) CPAs
36.Name of the certifying CPA: Mengta Wu
37.The practice certificate number of the CPA:
Certificate(6)No.3622, Ministry of Finance
38.Any other matters that need to be specified: No |