Date of announcement
2021/09/17
Time of announcement
18:11:01
Date of events
2021/09/17
To which item it meets
paragraph 24
Statement
1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
privately placed ordinary shares issued by PChome Online Inc.
2.Date of occurrence of the event:2021/09/17
3.No., unit price, and monetary amount of the transaction:
Number of shares will be 1,875,293. The price per unit is NTD 106.65, and
the transaction amount is NTD 199,999,998
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Counterpart：PChome Online Inc. (“PChome”)
Its relationship to the Company：it is a related party of the Company under
Article 45 of the Financial Holding Company Act, but not a related party
for the purpose of financial reports.
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer: The reason is to have investment
and business collaboration with PChome through its advantage in e-commerce;
No previous transfer.
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time:Not applicable
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):Not applicable
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained):Not applicable
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
Pursuant to the issuing rules of PChome’s private placement
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The manner in which the current transaction was decided: Cash injection.
The reference basis for the decision on price：Per PChome’s board
resolutions
The decision-making department： Board of the Company
11.Net worth per share of company of the underlying securities acquired or
disposed of:NTD34.4
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:No
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
(1) Number of Securities: 1,875,293
(2) Amount: NTD 199,999,998
(3) Shareholding percentage of holdings of the security being traded: About
1.47% of the total outstanding shares
(4) Status of any restriction of rights: The transfer of shares shall be
handled in accordance with the relevant private placement regulations of
Securities and Exchange Act.
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
(1) to the total assets: 0.15%
(2) to the shareholder's equity: 2.4%
(3) The operating capital: Not applicable
15.Broker and broker's fee:Not applicable
16.Concrete purpose or use of the acquisition or disposition:
For the purposes of investment and business collaboration
17.Whether the directors expressed any objection to the present transaction: None
18.Whether the trading counterparty is a related party:Yes
19.Date of approval by board of directors:2021/09/17
20.Recognition date by supervisors or approval date by audit committee:
Not applicable, because the transaction is subject to Article 45 of the
Financial Holding Company Act
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:Not applicable
22.Name of the CPA firm:Not applicable
23.Name of the CPA:Not applicable
24.License no.of the CPA:Not applicable
25.Any other matters that need to be specified:None