Disclosure Date: 1150626 Statement Date: 1150625 Statement Time: 165705 Company Code: 3706 Company Name: MiTAC Subject: Announcement of Board Resolution Regarding the Split of Subsidiary Foshan Shunde Shunda Computer Plant Co., Ltd. Compliance Clause: Clause 11 Event Date: 1150625
Details: 1. Type of M&A (e.g., merger, spin-off, acquisition, or share transfer): Spin-off
2. Event Date: 115/6/25
3. Names of Companies Involved in the M&A (e.g., merging party, newly established entity, acquisition target): Split Company: Foshan Shunde Shunda Computer Plant Co., Ltd. (hereinafter referred to as MSL) Newly Established Company: Foshan Shunde Shen Yang Technology Co., Ltd. (provisional name) (hereinafter referred to as MTSL)
4. Counterparty (e.g., merging party, transferee in a split, acquisition target): Foshan Shunde Shen Yang Technology Co., Ltd. (provisional name)
5. Is the Counterparty a Related Party?: Yes
6. Relationship Between the Counterparty and the Company (e.g., subsidiary in which the company holds XX% equity), and explanation of the rationale for selecting a related enterprise or individual as the acquirer and whether it affects shareholder rights: Both the split company MSL and the newly established company MTSL are 100% owned subsidiaries of MiTAC Star Service Ltd. (hereinafter referred to as MSS), which is an investee of our company. This transaction does not affect shareholder权益.
7. Purpose and Terms of the M&A, including rationale, consideration terms, and payment timing (Note 7): To respond to operational development in mainland China, strengthen resource utilization, and meet the needs of specialized division of labor. Rationale for M&A: Not applicable Consideration Terms: Not applicable Payment Timing: Not applicable
8. Expected Benefits After the M&A: The spin-off will restructure the organization to support specialized division of labor and operational development.
9. Impact of the M&A on Earnings Per Share and Net Asset Value Per Share: This spin-off is an internal group reorganization and therefore has no impact on the company's net asset value per share or earnings per share.
10. Type of Consideration and Source of Funds for the M&A: Not applicable
11. Share Exchange Ratio and Its Calculation Basis: (1) Share Exchange Ratio: The net asset value of MSL to be transferred to MTSL is HKD 114,550 thousand, with MSS, the shareholder of MSL, holding 100% of MTSL's equity. (2) Calculation Basis: Based on the book value of the business and net assets to be transferred by MSL, estimated to the provisional split base date, and supported by a reasonableness opinion from an independent expert.
12. Did the Accountant, Lawyer, or Securities Underwriter Issue a Non-Reasonableness Opinion on This Transaction?: No
13. Name of the Accounting Firm, Law Firm, or Securities Underwriting Company: Yang Chi United Certified Public Accountants
14. Name of the Accountant or Lawyer: Chung Yao-Sheng
15. License Number of the Accountant or Lawyer: Taipei City CPA Certificate No. 3717
16. Content of the Independent Expert's Reasonableness Opinion on the Share Exchange Ratio, Cash or Other Assets Distributed to Shareholders: This case is an organizational restructuring. The share exchange consideration is calculated based on the book value of the assets and liabilities to be split. According to the guidelines of the Accounting Research and Development Foundation and International Financial Reporting Standards, the share exchange price is considered reasonable.
17. Scheduled Completion Timeline (Note 7): The provisional split base date is set for August 31, 115 (2026).
18. Matters Regarding Rights and Obligations Assumed by the Existing or Newly Established Company from the Dissolved (or Split) Company (Note 2): MTSL will assume the corresponding rights and obligations related to certain assets, liabilities, and operations of MSL.
19. Basic Information of Companies Involved in the Merger (Note 3): Not applicable
20. Related Matters of the Split (including the valuation of business and assets to be transferred to an existing or newly established company; total number, type, and quantity of shares acquired by the split company or its shareholders; matters related to capital reduction if the split company reduces capital): (1) Net assets to be transferred: MTSL's net asset amount is HKD 114,550 thousand. (2) Shares acquired by the split company's shareholders: MSS, the original shareholder, will acquire 100% of the equity in the newly established company MTSL. (3) Capital reduction of the split company: Capital will be reduced by HKD 114,550 thousand through the split, resulting in a post-reduction capital of HKD 361,847 thousand.
21. Conditions and Restrictions on Future Transfer of Acquired Shares: Not applicable
22. Plans After Completion of the M&A: Not applicable
23. Other Important Agreements: None
24. Other Significant Matters Related to the M&A: None
25. Were there any objections from directors regarding this transaction?: No
26. Information on Directors with Conflicts of Interest in the M&A Transaction (including names of individual directors or legal entity directors and their representatives, nature of the conflict, reasons for not recusing, recusal status, and reasons for supporting or opposing the resolution) (Note 7): Not applicable
27. Does this involve a change in business model?: No
28. Explanation of Business Model Change (Note 4): Not applicable
29. Transaction History with the Counterparty in the Past Year and Expected in the Next Year (Note 5): Not applicable
30. Source of Funds (Note 5): Not applicable
31. Other Disclosures (Note 6): This transaction involves investment in mainland China and requires approval from the Investment Commission before implementation.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: MiTAC Star Service Ltd.