1.Date of occurrence of the event: 2025/05/15
2.Method of the current increase (decrease) in investment:
Core Storage Electronic (Samoa) Limited (hereinafter referred to as
Core Storage), a 100% owned subsidiary of the Company, plans to invest and
subscribe for the new issued capital of Shenzhen Quanxing Technology Co.,
Ltd (hereinafter referred to as Shenzhen Quanxing) in Mainland China from
its cash capital increase plan.
3.Unit no., unit price, and monetary value of the transaction:
Transaction unit no.: plan to subscribe for RMB15,323 thousand of the new
issued capital of Shenzhen Quanxing
Transaction unit price: RMB 9.3 per RMB 1 of capital
Monetary value of the transaction: Total expected transaction amount is RMB
142,499 thousand (approximately equals to NT$651,649 thousand)
4.Company name of the mainland Chinese investee:
Shenzhen Quanxing Technology Co., Ltd
5.Paid-in capital of aforementioned mainland Chinese investee:
RMB 102,464 thousand
6.Amount of capital increase currently planned for the
aforementioned mainland Chinese investee:
RMB 17,581 thousand (Core Storage plan to subscribe for RMB15,323 thousand)
7.Main businesses of the aforementioned mainland Chinese
investee:
Shenzhen Quanxing is mainly engaged in the development, packaging and
testing, manufacturing and sales of DRAM and NAND Flash memory 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 194,265 thousand
10.Amount of profit/loss of the aforementioned mainland
Chinese investee in the latest annual financial statements:
Net Profit RMB 31,656 thousand
11.Amount of actual investment in the aforementioned
mainland Chinese investee, up to the present moment:
The expected investment amount of Core Storage in Shenzhen Quanxing is RMB
142,499 thousand
12.Trading counterparty and its relationship to the Company:
Trading counterparty is Shenzhen Quanxing Technology Co., Ltd and is not
related party.
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: Not applicable
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 : This investment transaction will be
implemented after acquiring approval from the Department of Investment
Review, Ministry of Economic Affairs, Taiwan (R.O.C.) and the completion of
this investment transaction is subject to the completion of all closing
prerequisites and conditions stipulated in the agreement.
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:
Long-term investment and future business cooperation.
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: 2025/05/15
23.Date of ratification by supervisors or approval
by the Audit Committee: 2025/05/15
24.Total amount of investment in mainland China
(including the current investment) approved by the
Investment Commission, up to the present moment: NT$1,975,858 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: 95.65%
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: 2.88%
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: 4.10%
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: 45.35%
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: 1.37%
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: 1.94%
32.Amount of recognized profit (loss) on investment
in mainland China for the last three years:
FY2022GInvestment loss NT$1,409,709 thousand
FY2023GInvestment loss NT$305,409 thousand
FY2024GInvestment profit NT$1,047,033 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:
This investment transaction will be implemented after acquiring approval from
the Department of Investment Review, Ministry of Economic Affairs, Taiwan
(R.O.C.). |