1. Type of Merger or Acquisition (e.g., merger, spin-off, acquisition, or share transfer): Acquisition
2. Date of Event: July 3, 2026 (R.O.C. Year 115)
3. Names of Companies Involved in the Merger or Acquisition (e.g., merging party, newly established company from spin-off, target company for acquisition or share transfer): Acquiring Company: Chao Fu Electronics Co., Ltd. Acquired Company: ON Semiconductor SSMP Philippines Corporation
4. Counterparty (e.g., other party in merger, company receiving assets in spin-off, party involved in acquisition or share transfer): ON Semiconductor Japan Holdings Ltd.
5. Is the Counterparty a Related Party?: No
6. Relationship Between the Counterparty and the Company (e.g., an investee in which the company holds over XX% equity), and Explanation for Selecting a Related Enterprise or Related Person as the Target for Acquisition or Share Transfer, and Whether It Affects Shareholder Rights: Not applicable
7. Purpose and Terms of the Merger or Acquisition, Including Reasons, Consideration Terms, and Payment Timing: Reason for Acquisition: This acquisition is a strategic move aligned with the company’s medium- to long-term growth strategy and global supply chain restructuring trends. It also supports major customers’ recent initiatives to diversify supply chains under the 'Taiwan+1' strategy. By establishing a more comprehensive packaging and testing service capability in Southeast Asia, the company expects to reduce operational concentration risk in a single region, enhance order flexibility, improve production capacity allocation efficiency, and strengthen real-time customer service.
Consideration Terms: The total investment amount for this transaction, plus the cash on hand of the target company at closing, shall not exceed USD 45 million (approximately NT$1.432 billion).
Payment Timing: As stipulated in the share purchase agreement signed by both parties.
8. Expected Benefits After the Merger or Acquisition: The acquisition will secure a mature packaging and testing service company with established operations, supporting future business growth and enhancing the company’s strategic position within the global semiconductor supply chain.
9. Impact on Net Asset Value per Share and Earnings per Share: By integrating resources and expanding operations, the company aims to strengthen international competitiveness and offer customers more diversified packaging and testing services. This is expected to have a positive impact on net asset value per share and earnings per share.
10. Type of Consideration and Source of Funds: The entire acquisition will be paid in cash, funded entirely by the company’s own funds.
11. Share Exchange Ratio and Its Calculation Basis: Not applicable
12. Has the Accountant, Lawyer, or Securities Underwriter Issued an Opinion Deeming the Transaction Unreasonable?: No
13. Name of the Accounting Firm, Law Firm, or Securities Underwriting Company: Anderson & Co. Certified Public Accountants
14. Name of the Accountant or Lawyer: Cheng Yun-Da
15. License Number of the Accountant or Lawyer: Financial Supervisory Commission Certificate No. 5720
16. Content of the Independent Expert's Opinion on the Reasonableness of the Share Exchange Ratio or Cash/Other Assets Distributed to Shareholders: Not applicable
17. Tentative Completion Schedule: Expected in the fourth quarter of 2026 (R.O.C. Year 115), subject to regulatory approval.
18. Matters Related to the Successor or Newly Established Company Assuming Rights and Obligations of the Dissolved (or Split) Company: Not applicable
19. Basic Information of Companies Participating in the Merger: Not applicable
20. Matters Related to the Spin-off (including valuation of business and assets to be transferred to an existing or new company; total number, type, and quantity of shares received by the spun-off company or its shareholders; matters related to capital reduction): Not applicable
21. Conditions and Restrictions on Future Transfer of Acquired Shares: None
22. Plans After Completion of the Merger or Acquisition: 1. Intention and plan to continue operating the business. 2. Whether there will be dissolution, delisting, major organizational, capital, business plan, financial or production changes, arrangements for key personnel or assets, or any other material matters affecting shareholders: 1. The business will continue to operate. 2. No significant impact on the company.
23. Other Important Agreements: As stipulated in the share purchase agreement signed by both parties.
24. Other Material Matters Related to the Merger or Acquisition: None
25. Did Any Director Object to the Transaction?: No
26. Information on Directors with Conflicts of Interest in the Merger or Acquisition Transaction (Name of Natural Person Director or Name of Corporate Director and Its Representative, Nature of Material Interest, Reason for Recusal or Non-Recusal, Recusal Status, and Reason for Supporting or Opposing the Resolution): None
27. Does the Transaction Involve a Change in Business Model?: No
28. Explanation of Business Model Change: Not applicable
29. Transaction History with the Counterparty in the Past Year and Expected in the Next Year: Not applicable
30. Source of Funds: Own funds
31. Other Explanatory Matters: 1. Exchange rate used: USD 1 = NTD 31.83. 2. This transaction is conditional upon approval by the Fair Trade Commission before becoming effective and proceeding with share settlement.
FACT BOX
- Source: PR Times
- Category: Partnership
- Organizations: ON Semiconductor