1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): Shares of Taiwan Deaya Corporation
2. Date on which the fact occurred: 115/6/12 ~ 115/6/12
3. Board approval date: January 22, Year 113
4. Other approval dates: Approval level: Approved by Chairman Date: June 12, Year 115
5. Transaction quantity, unit price, and total transaction amount: Quantity: 10,000,000 shares Unit price: NT$80.32 per share Total amount: NT$803,243,000
6. Counterparty and relationship with the company (if the counterparty is an individual and not a related party, name disclosure may be omitted): Counterparty: Tokuyama Corporation, Japan Relationship: None
7. If the counterparty is a related party, disclose the reason for selecting them, previous owner, relationships among previous owner, company, and counterparty, transfer date, and amount: Not applicable
8. If the ownership of the subject matter was held by a related party of the company within the past five years, disclose the related party's acquisition and disposal dates, price, and relationship with the company at the time: Not applicable
9. Matters related to disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties are involved, disclose the name and book value of the disposed receivables): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, describe recognition status in a table): Not applicable
11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important agreements: 1. Based on the board resolution of January 22, Year 113, the transaction amount was set with a minimum of NT$1,148,162,382 (net value of Taiwan Deaya Corporation as of September Year 112) and a maximum of NT$2.2 billion, calculating 50% equity value. Initially, 50% of the minimum amount (NT$1,148,162,382) was paid. After the auditor completes the audit reports for Years 112 to 114, the equity value will be recalculated, and any difference will be paid up to a maximum of NT$1.1 billion. 2. Taiwan Deaya Corporation completed the auditor's review reports for Years 112 to 114. In June Year 115, both parties recalculated the equity value, and the auditor issued an agreed-upon procedures report. The final total transaction amount for acquiring 50% of Taiwan Deaya Corporation is NT$803,243,000, with a difference of NT$229,162,000 to be paid.
12. Transaction decision method, pricing reference basis, and decision-making unit: Decision method and pricing basis: Pricing based on the net asset value of Taiwan Deaya Corporation's shares Decision-making unit: Our Board of Directors
13. Net asset value per share of the securities-issuing company: NT$61.12
14. Cumulative number, amount, ownership percentage, and rights restriction status (e.g., pledge) of the securities held (including this transaction) to date: Cumulative quantity: 0 shares Amount: NT$0 Ownership percentage: 0% Rights restriction status: None
15. Proportion of securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' to the total assets and equity attributable to parent company owners in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Proportion to total assets in latest financial statements: 85.85% Proportion to equity in latest financial statements: 114.85% Working capital in latest financial statements: NT$72,006,246 thousand
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquired or disposed securities: Long-term investment
18. Dissenting directors' opinions on this transaction: None
19. Whether this transaction is a related-party transaction: No
20. Date of supervisor approval or audit committee consent: January 22, Year 113
21. Whether the auditor issued a non-unqualified opinion on this transaction: No
22. Name of accounting firm: Chin Mei United Certified Public Accountants
23. Name of accountant: Chung Chih-Chieh
24. Accountant's license number: Financial Supervisory Commission Certificate No. 7320
25. Whether it involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction status with the counterparty in the past year and expected in the next year: Not applicable
28. Source of funds: Not applicable
29. Previous date of major information disclosure on the same event: January 22, Year 113
30. Other explanatory matters: 1. Based on the board resolution of January 22, Year 113, on April 17, Year 113, 50% of the minimum amount (NT$1,148,162,382) was calculated and NT$574,081,000 was paid to Tokuyama Corporation, Japan, to acquire 50% of Taiwan Deaya Corporation. 2. Taiwan Deaya Corporation completed the auditor's review reports for Years 112 to 114, and the equity value was recalculated. The final total transaction amount is NT$803,243,000, and a difference of NT$229,162,000 remains unpaid.
FACT BOX
- Source: PR Times
- Category: News