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Statement
| 1.Name of the major subsidiary、Article 7 paragraph 3 subsidiary deemed as
the listed company, or a subsidiary of a listed company applies for listing
of securities in an overseas securities market for trading:Portwell, Inc.
2.Cause of occurrence of the event (reduce the percentage of shareholding,
contributions or lose control ):Reduce the percentage of shareholding.
3.Method of shareholding or contributions reduction (Please specify the
date, reason, method, reduction percentage, volume, unit price, and total
amount each time):
Based on the strategic alliance cooperation agreement signed between the
Company and ASUSTEK on February 04, 2021, ASUSTEK intends to proceed with
Phase II investment, to acquire 15% shares (14,747 thousand shares) of
Portwell for NT$825 million. The Company's shareholding in Portwell will
be reduced from 70% to 55%.
The aforementioned transaction was completed On June 30, 2022.
4.Method of loss of control(Please specify the date, reason, and method):
NA. Portwell remains the major subsidiary of the Company.
5.Equity (or capital) recipient or counterparty (please list separately for
each transaction):ASUSTEK COMPUTER INC.
6.Relationship with counterparty (Please specify the relationship with
counterparty each time):Non related-party of the Company.
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"):
NA
8.Cumulative reduction of shareholding in major subsidiaries, Article 7
paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a
listed company applies for listing of securities in an overseas securities
market for trading so far (including the current transaction):45%
9.Shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary
deemed as the listed company, or a subsidiary of a listed company applies
for listing of securities in an overseas securities market for trading at
present (including the current transaction):55%
10.Name of independent expert and his/her opinion on reasonableness of
pricing in each transaction:
CPA Mr. Sheng-Jie Tu of Sheng-Jie Accounting Firm. The transaction value
is fair and reasonable.
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 listed company's
shareholders:
CPA Mr. Sheng-Jie Tu of Sheng-Jie Accounting Firm. There is no material
impact on the rights of the Company's shareholders.
12.Any effect on the ongoing listing of the parent company:No effect.
13.Date of the audit committee resolution:2021/02/04
14.Details of audit committee resolution:
The committee approved the proposal unanimously with no objections.
15.Date of the board of directors resolution:2021/02/04
16.Details of board of directors resolution:
The board of directors approved the proposal unanimously with no objections.
17.Any other matters that need to be specified:NA
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