1. Name and nature of the target (if preferred stock, specify the agreed issuance conditions such as dividend rate): Together Computer Inc. Preferred Stock (1) Dividend: 8% non-cumulative dividend (2) 1x liquidation preference (3) Ordinary weighted average anti-dilution protection (4) In the event of a liquidity event (e.g., merger or acquisition), the company may receive the higher of: i. The original investment amount plus any declared but unpaid dividends, or ii. The amount distributable in proportion to the equity stake. 2. Date of occurrence: 115/6/11~115/6/11 3. Date of Board of Directors' approval: May 27, 115th year of the Republic of China 4. Date of other approvals: Not applicable 5. Transaction quantity, price per unit, and total transaction amount: (1) Transaction unit quantity: 33,853 shares (2) Price per unit: USD 206.776 (3) Total transaction amount: USD 6,999,987.93 6. Transaction counterparty and relationship with the company (if the counterparty is an individual and not an affiliate, disclosure of name may be waived): (1) Transaction counterparty: Together Computer Inc. (2) Relationship with the company: Non-affiliate 7. If the transaction counterparty is an affiliate, announce the reason for selecting the affiliate as the transaction object, the previous owner, the relationship between the previous owner, the company, and the transaction counterparty, the date of the previous transfer, and the amount of the transfer: Not applicable 8. If the owner of the subject of the transaction has been an affiliate of the company within the last five years, announce the date of acquisition and disposal by the affiliate, the price, and the relationship with the company at the time of the transaction: Not applicable 9. Matters related to the disposal of claims (including the type of collateral attached to the disposed claims, and if the disposed claims are against an affiliate, the name of the affiliate and the book value of the disposed claims against the affiliate): Not applicable 10. Profit (or loss) from disposal (not applicable for acquisition of securities) (if originally deferred, list the recognition status): Not applicable 11. Delivery or payment terms (including payment period and amount), contract restrictions, and other important agreements: As per the signed agreement 12. Method of decision for this transaction, basis for price determination, and decision-making unit: (1) Method of decision for the transaction, basis for price determination: As per the signed agreement (2) Decision-making unit: The Board of Directors has authorized the General Manager to handle all related matters within the established limits. 13. Net asset value per share of the company whose securities are acquired or disposed of: Not applicable 14. Cumulative quantity, amount, shareholding ratio, and restrictions on rights (e.g., pledge) of securities held to date (including this transaction): (1) Quantity: 33,853 shares (2) Amount: USD 6,999,987.93 15. To date, the proportion of investments in securities listed in Article 3 of the "Regulations Governing the Acquisition or Disposal of Assets by Publicly Issued Companies" (including this transaction) to the total assets and the equity attributable to owners of the parent company in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): (1) Proportion to total assets in the parent company's latest individual financial statements: 1.36% (2) Proportion to equity attributable to owners of the parent company in the latest consolidated financial statements: 1.83% (3) Working capital in the parent company's latest individual financial statements: 3,210,657 thousand NTD 16. Broker and brokerage fees: None 17. Specific purpose or use of the acquisition or disposal: Strategic investment 18. Opinions of dissenting directors regarding this transaction: None 19. Is this transaction a related party transaction? No 20. Date of supervisor's approval or audit committee's consent: Not applicable 21. Did the accountant issue an opinion of unreasonableness for this transaction? No 22. Name of accounting firm: Union Partners CPA Firm 23. Name of accountant: Juan, Chiung-Hua 24. Accountant's license number: 83台財證登(六)字第2719号 25. Does it involve 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 projected for the next year: Not applicable 28. Source of funds: Not applicable 29. Date of previous major announcement regarding the same event: May 27, 115 30. Other descriptive matters: USD/TWD Rate: 31.363 Keywords: Major Announcement

FACT BOX

  • Source: PR Times
  • Category: Finance
  • Organizations: Together Computer Inc.
  • Dates in source: 115/6/11
  • Products / services: Preferred Stock