1.Date of occurrence of the event:2026/04/28
2.Method of the current increase (decrease) in investment:
Power Flash (Samoa) Limited (hereinafter referred to as Power Flash) plans to
use its 100% owned equity capital (RMB 60,000,000 of capital) in PowerStorage
Electronics Limited(hereinafter referred to as PowerStorage) as consideration
to subscribe for a total of RMB 3,504,100 of the newly issued capital of a
capital increase of Shenzhen GENSTORAIGE Technology Development Co., Ltd.
(hereinafter referred to as Shenzhen GENSTORAIGE).
3.Date of the Board of Directors resolution:2026/04/28
4.Other approval date:No
5.Unit no., unit price, and monetary value of the transaction:
Power Flash plans to use its 100% owned equity capital in PowerStorage at a
price of RMB 3.5041 per RMB 1 of capital as consideration to subscribe for
the newly issued capital of Shenzhen GENSTORAIGE. Shenzhen GENSTORAIGE plans
to increase its capital at a price of RMB 60 per unit of registered capital
(per RMB 1 of capital). Power Flash will subscribe for a total of
RMB 3,504,100 of the newly issued capital of Shenzhen GENSTORAIGE, for a
total subscription amount of RMB 210,246,000, and Power Flash will also
transfer its 100% equity capital in PowerStorage (RMB 60,000,000 of capital)
to Shenzhen GENSTORAIGE to pay for the total subscription amount of
RMB 210,246,000 (approximately equals to NT$973,229 thousand).
6.Company name of the mainland Chinese investee:
Investment disposal: PowerStorage Electronics Limited
Investment acquisition: Shenzhen GENSTORAIGE Technology Development Co.,Ltd.
7.Paid-in capital of aforementioned mainland Chinese investee:
PowerStorage: RMB 60,000 thousand.
Shenzhen GENSTORAIGE: Approximately RMB 7,008 thousand.
8.Amount of capital increase currently planned for the
aforementioned mainland Chinese investee:
Shenzhen GENSTORAIGE: RMB 3,504.1 thousand.
9.Main businesses of the aforementioned mainland Chinese
investee:
PowerStorage is currently mainly engaged in the application development
and technical services related to enterprise SSD storage products, and
the sales of storage application products.
Shenzhen GENSTORAIGE is currently mainly engaged in the sales and product
services of enterprise SSD and embedded storage application product modules.
10.Type of CPA opinion in the latest annual financial statements
of the aforementioned mainland Chinese investee:
PowerStorage: Unqualified opinion.
Shenzhen GENSTORAIGE: Unqualified opinion.
11.Total equity of the aforementioned mainland Chinese investee
in the latest annual financial statements:
PowerStorage: RMB 55,424 thousand as of December 31, 2025.
Shenzhen GENSTORAIGE: As of December 31, 2025, total equity attributable to
owners of the parent company is RMB 108,040 thousand.
12.Amount of profit/loss of the aforementioned mainland
Chinese investee in the latest annual financial statements:
PowerStorage: 2025 net profit after tax is RMB 5,352 thousand.
Shenzhen GENSTORAIGE: Net loss after tax attributable to owners of the
parent company in 2025 is RMB 10,732 thousand.
13.Amount of actual investment in the aforementioned
mainland Chinese investee, up to the present moment:
The actual investment amount of Power Flash in PowerStorage will be from
RMB 60,000,000 to RMB 0. The expected investment amount of Power Flash in
Shenzhen GENSTORAIGE will be from RMB 0 to RMB 210,246,000
(approximately equals to NT$973,229 thousand, including this investment).
14.Trading counterparty and its relationship to the Company:
Trading counterparty is Shenzhen GENSTORAIGE Technology Development
Co., Ltd. and is not related party.
15.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.
16.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:
1.The equity of PowerStorage to be disposed is acquired by Power Flash in
the cash capital increase of PowerStorage in previous years, so it is
not applicable.
2.It is expected to acquire new capital to be issued by Shenzhen GENSTORAIGE
in the capital increase, so it is not applicable.
17.Profit (or loss) upon disposal:
This transaction will be recorded in accordance with the relevant provisions
of International Financial Reporting Standards (IFRSs) and International
Accounting Standards (IASs). As Power Flash is expected to lose control over
PowerStorage upon completion of this transaction, it is estimated
approximately NT$680 million 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 statement figures audited or reviewed by the CPA after the
transaction is completed.
18.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: In accordance with the investment agreement,
Power Flash will use its 100% owned equity capital (RMB 60,000,000 of
capital) in PowerStorage as consideration, to acquire RMB 3,504,100 of the
newly issued capital of a capital increase of Shenzhen GENSTORAIGE.
Restrictive covenants in the contract, and other important terms and
conditions: This 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 transaction is subject to the
completion of all closing prerequisites and conditions stipulated in the
investment agreement.
19.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.
20.Broker:No
21.Concrete purpose of the acquisition or disposal:
Based on Phison Electronics Corp. Group's consideration of product sale
strategy and investment plan in the China market, the Company plan to adjust
the development strategy of the enterprise SSD storage products in China
market through a strategic cooperation between PowerStorage and Shenzhen
GENSTORAIGE. The cooperation aims to leverage the respective operational
advantages of both parties in technology and business marketing to achieve
synergy and accelerate the enhancement of future market competitiveness.
22.Whether the directors expressed any objection to the
current transaction:No
23.Whether the counterparty of the current transaction is a
related party:No
24.Date of ratification by supervisors or approval
by the Audit Committee:2026/04/28
25.Total amount of investment in mainland China
(including the current investment) approved by the
Investment Commission, up to the present moment:NT$1,909,733 thousand
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 paid-in capital
on the latest financial statements:87.62%
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 total assets on the latest financial statements:2.24%
28.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:3.18%
29.Total amount of actual investment in mainland China,
up to the present moment:NT$936,845 thousand
30.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:42.98%
31.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:1.10%
32.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:1.56%
33.Amount of recognized profit (loss) on investment
in mainland China for the last three years:
FY2023GInvestment loss NT$305,409 thousand
FY2024GInvestment gain NT$1,047,033 thousand
FY2025GInvestment gain NT$788,997 thousand
34.Amount of profit remitted back to Taiwan for the
last three years:
FY2023G0
FY2024G0
FY2025GNT$2,068,111 thousand
35.Has the CPA issued an opinion on the unreasonableness of
the price of the current transaction:No
36.Name of the CPA firm:Crowe (TW) CPAs
37.Name of the certifying CPA:Mengta Wu
38.The practice certificate number of the CPA:
Certificate(6)No.3622, Ministry of Finance
39.Date on which material information regarding the same event
has been previously released:NA
40.Any other matters that need to be specified:No |