Announcement Date: June 27, 115 Statement Date: June 26, 115 Statement Time: 15:54:26 Company Code: 4536 Company Name: Tak Kai Subject: Announcement on Internal Investment Restructuring by Key Subsidiary XPT Investment Co., Limited Applicable Clause: Item 20 Factual Date: June 26, 115
Details: 1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): This transaction involves XPT Investment Co., Limited (hereinafter "XPT Hong Kong Company"), an indirect subsidiary of the Company holding 70.32%, purchasing 70.32% of the shares in Taiwan New Hongzhou Precision Co., Ltd. (hereinafter "Taiwan New Hongzhou Company") directly held by the Company, and acquiring the remaining 29.68% from non-controlling shareholders of Taiwan New Hongzhou Company.
2. Factual Date: June 26, 115 ~ June 26, 115
3. Board Approval Date: June 26, 115 (Minguo Year)
4. Other Approval Dates: Not applicable
5. Transaction Quantity, Unit Price, and Total Transaction Amount: Valuation Base Date: April 30, 115 Transaction Quantity: 2,109,600 shares Unit Price: NT$18.12 Total Transaction Amount: NT$38,225,952
6. Counterparty and Relationship with the Company (if the counterparty is an individual and not a related party of the Company, name disclosure may be omitted): Tak Kai holds 100% of NEW SCORE HOLDING LIMITED (hereinafter "NSH Company"), NSH Company holds 70.32% of XPT Hong Kong Company, and Tak Kai directly holds 70.32% of Taiwan New Hongzhou Company.
7. If the counterparty is a related party, state the reason for selecting the related party as the transaction party, the previous transferor, the relationship between the previous transferor and the Company and the counterparty, the previous transfer date, and the transfer amount: Reason for selecting a related party: To optimize the group's future operations and enhance management efficiency through internal investment restructuring.
8. If the owner of the subject matter was 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 the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties are involved, disclose the names of the related parties and the book value of the disposed receivables): Not applicable
10. Gain (or loss) on disposal (not applicable for acquisition of securities) (if previously deferred, explain recognition in a table): Not applicable
11. Delivery or payment terms (including payment periods and amounts), contractual restrictions, and other important agreements: As stipulated in the Share Transfer Agreement
12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: (1) As this transaction is an organizational restructuring under common control, the transaction price is based on book value method, referencing the shareholders' equity of Taiwan New Hongzhou Company as of April 30, 115. (2) Decision-making unit: Approved by the Board of Directors of XPT Hong Kong Company on June 26, 115
13. Net asset value per share of the securities-issuing company acquired or disposed: NT$18.12
14. Cumulative number, amount, ownership percentage, and restricted rights (e.g., pledge status) of the securities involved in this transaction (including this transaction) held to date: After this transaction, the equity changes are as follows: XPT Hong Kong Company holds 100% of Taiwan New Hongzhou Company, NSH Company, 100% owned by Tak Kai, holds 70.32% of XPT Hong Kong Company. Rights restriction status: None
15. Proportion of securities investments (including this transaction) listed in Article 3 of the 'Asset Acquisition and Disposal Handling Guidelines for Publicly Issued Companies' to the Company's total assets and equity attributable to parent owners in the latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Percentage of parent company's latest financial statement total assets: 0.27% Percentage of equity attributable to parent owners in latest financial statements: 0.42% Working capital in parent company's latest financial statements: NT$5,890,836 thousand
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal: Internal investment restructuring within the group
18. Dissenting directors' opinions on this transaction: None
19. Is this transaction a related-party transaction: Yes
20. Date of supervisor approval or audit committee consent: Not applicable; foreign company without a supervisor
21. Did the auditor issue a non-reasonable opinion on this transaction: No
22. Name of accounting firm: Sheng-Jie Certified Public Accountants
23. Name of accountant: Certified Public Accountant Tu Sheng-Jie
24. Accountant's license number: Financial Supervisory Commission Certificate No. 6591
25. Does this involve a change in business model: No
26. Business model change explanation: 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 material information announcement on the same event: Not applicable
30. Other explanatory matters: This transaction is not a market transaction but an organizational restructuring under common control. Before and after the transaction, the shareholding ratios of Tak Kai and its non-controlling shareholders in Taiwan New Hongzhou remain identical, and thus will not adversely affect Tak Kai's shareholders.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: XPT Investment Co., Limited / NEW SCORE HOLDING LIMITED