1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): Ordinary shares in a private placement by Hsin Yung Yang Technology Co., Ltd.

2. Date of occurrence: July 9, 115

3. Number of units, unit price, and total transaction amount: Number of units: 10,000,000 shares Unit price: NT$17 Total transaction amount: NT$170,000,000

4. Counterparty and its relationship with the company (if the counterparty is a natural person and not a related party, name disclosure may be omitted): Counterparty: Hsin Yung Yang Technology Co., Ltd. Relationship with the company: Related party

5. If the counterparty is a related party, state the reason for selecting them, the previous transferor, the relationship among the previous transferor, the company, and the counterparty, the previous transfer date, and amount: Reason for selecting related party: Strategic investment Previous acquisition date: February 24, 115 Previous transferor and amount: Acquired through centralized market trading, amount: NT$253,760

6. If the ownership of the securities subject to transaction was held by a related party of the company within the past five years, disclose the related party’s acquisition and disposal dates, prices, and relationship with the company at the time: Not applicable

7. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties, disclose the name and book value of receivables disposed): Not applicable

8. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, provide a table showing recognition): Not applicable

9. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Full payment upon receipt of share subscription payment notice

10. Decision-making method for the transaction, reference basis for pricing, and decision-making unit: Decision method: Approved by the board of directors Pricing reference: Based on the private placement price set by Hsin Yung Yang Technology Co., Ltd. and the reasonableness opinion on equity value issued by the accountant Decision-making unit: Board of Directors of the Company

11. Net asset value per share of the securities-issuing company: NT$10.63

12. Is the private placement reference price of the securities-issuing company more than 20% different from the per-unit transaction price? No

13. Cumulative holdings of the securities involved in this transaction (including this transaction) to date, including quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): D-Link Corporation Quantity: 10,020,000 shares Total amount: NT$170,253,760 Ownership percentage: Approximately 22.01% Rights restrictions: Transfer of privately placed shares subject to relevant provisions of the Securities and Exchange Act

You-Chin Technology Corporation Quantity: 30,000 shares Ownership percentage: Approximately 0.07% Total amount: NT$372,716 Rights restrictions: Transfer of privately placed shares subject to relevant provisions of the Securities and Exchange Act

14. Cumulative private placement securities investment (including this transaction) as a percentage of total assets and equity attributable to owners of the parent in the company’s latest financial statements, and the amount of working capital in the latest financial statements: (1) Percentage of total assets: 2.17% (2) Percentage of equity attributable to owners of the parent: 3.08% (3) Working capital amount: NT$171,465 thousand

15. Manager and brokerage fees: Not applicable

16. Specific purpose or use of the acquisition or disposal of securities: Strategic investment

17. Dissenting directors’ opinions on this transaction: None

18. Is this transaction a related-party transaction? Yes

19. Board approval date: July 9, 115

20. Date of supervisor approval or audit committee consent: July 9, 115

21. Has the accountant issued a non-reasonableness opinion on this transaction? No

22. Name of accounting firm: Chin Hsin United Certified Public Accountants

23. Name of accountant: Huang Sheng-Ping

24. Accountant’s practice certificate number: (94) Special Senior CPA No. 000721

25. Other explanatory matters: The calculation of the current shareholding ratio is based on Hsin Yung Yang Technology Co., Ltd.'s delisted ordinary shares of 35,533,670 after capital reduction, plus the 10,000,000 ordinary shares approved for private placement on June 30, 115, resulting in a total issued ordinary share count of 45,533,670. The combined shareholding of the Company and You-Chin Technology amounts to approximately 22.08%.

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  • Source: PR Times
  • Category: Funding