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Statement
| 1.Name of major subsidiary:Fujian Tai Ming Casting Pipes Technology Co.,Ltd.
2.Cause of occurrence (reduce the percentage of
shareholding (or capital contribution to) or lose control ):lose control
3.Method of shareholding (or capital contribution) reduction
(Please specify the date, reason, method, reduction percentage,
volume, unit price, and total amount each time):N/A
4.Method of loss of control(Please specify the date,
reason, and method):
Due to the lack of liquidity and serious losses, Fujian Tai Ming Casting
Pipes Technology Co., Ltd. urgently needs to replenish its liquidity to
ensure the stability of the company's operations. Total proposed cash
capital increase of RMB233,108,267.
In consideration of the Company's current capital position and future
operating requirements, it is intended that the subscription will be
abandoned in its entirety and will be subscribed by the original
shareholder, Fujian Sangang (Group) Co., Ltd. and specific persons- Fujian
Sanming Minrun Investment Partnership (Limited Partnership) and Guangzhou
Runfenghua Investment Partnership (Limited Partnership).
After the capital increase, the combined shareholding of the Company and
its subsidiary, Xiamen Guoxin Century Technology Co., Ltd., was 28.63%.
5.Equity (or capital) recipient or counterparty
(please list separately for each transaction):
Fujian Sangang (Group) Co., Ltd., Fujian Sanming Minrun Investment
Partnership (Limited Partnership) and Guangzhou Runfenghua Investment
Partnership (Limited Partnership)
6.Relationship with counterparty (Please specify
the relationship with counterparty each time):None
7.Gains (or losses) on disposal (Please specify the
gains (or losses) on disposal each time.If there
is no gains (or losses), please fill in "NA"):
In accordance with IFRS, the Company will recognize a gain on disposal of
investment, which is estimated to be approximately NT$ 220 million. May be
adjusted upon subsequent completion of capital increase.
The actual impact will be based on the Company's financial report. The
benefit is a book valuation benefit and not an actual cash flow.
8.Cumulative reduction of shareholding in major
subsidiaries so far (including the current transaction): 26.37%
9.Shareholding in major subsidiaries at present (after
the current transaction):28.63%
10.Name of independent expert and his/her opinion on
reasonableness of pricing in each transaction: :
An opinion on the fairly reasonable price of capital increase of Fujian Tai
Ming Casting Pipes Technology Co.,Ltd. was given by the Lee Jia Xiang CPA,
JING-YE CPA & Associates.
11.Name of independent expert and his/her opinion on
the impact of reduction of shareholding or loss of control
on the rights of the TPEx listed company's shareholders:
No negative impact on the OTC listed company's shareholders' equity, the
given opinion by the Lee Jia Xiang CPA, JING-YE CPA & Associates.
12.Any effect on the ongoing listing of the parent
company on TPEx:No
13.Date of audit committee resolution: 2022/4/26
14.Details of audit committee resolution:
The proposal was put by the Chairman to all attending committee members,
the committee approved the proposal unanimously with no changes.
15.Date of board of directors resolution:2022/04/26
16.Details of board of directors resolution:
The proposal was put by the Chairman to all attending board directors,
the board approved the proposal unanimously with no changes.
17.Any other matters that need to be specified:None
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