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Statement
| 1.Date of occurrence of the event:2022/03/23
2.Method of the current increase (decrease) in investment:It is proposed that
the Company increases the capital of Wafer Works Investment Corp., a
100%-controlled subsidiary of the Company, to acquire no more than 2,600,000
preferred B shares of the sub-subsidiary company Silicon Technology
Investment (Cayman) Corp. (hereinafter referred to as "STIC"). This
acquisition of STIC's equity accounts for less than 5.05% thereof. After
the acquisition is completed, the Company's shareholding ratio in STIC will
not exceed 90.43%, which indirectly increases investment in mainland China.
3.Unit no., unit price, and monetary value of the transaction:
Number of units per share: not more than 2,600,000 preferred B shares
Unit price: acquisition price of US$4.8 per share
Total transaction amount: no more than US$12,480,000
4.Company name of the mainland Chinese investee:Wafer Works(shanghai)Co.,Ltd.
5.Paid-in capital of aforementioned mainland Chinese investee:CNY595,814,316
6.Amount of capital increase currently planned for the
aforementioned mainland Chinese investee:None
7.Main businesses of the aforementioned mainland Chinese
investee:Engaging in wafer, which has penetrated into the business
8.Type of CPA opinion in the latest annual financial statements
of the aforementioned mainland Chinese investee:Unqualified opinion
9.Total equity of the aforementioned mainland Chinese investee
in the latest annual financial statements:CNY2,201,450,533.53
10.Amount of profit/loss of the aforementioned mainland
Chinese investee in the latest annual financial statements:CNY217,970,553.56
11.Amount of actual investment in the aforementioned
mainland Chinese investee, up to the present moment:NT$510,951 (thousand)
12.Trading counterparty and its relationship to the Company:None
13.Where the trading counterparty is a related party,
announcement shall also be made of the reason for choosing
the related party as trading counterparty and the
identity of the previous owner, its relationship with
the Company and the trading counterparty, and the previous
date and monetary value of transfer:None
14.Where an owner of the underlying assets within the past
five years has been an related party of the Company, the
announcement shall also include the date and price of
acquisition and disposal by the related party, and its
relationship to the Company at the time of the transaction:None
15.Profit (or loss) upon disposal:None
16.Terms of delivery or payment (including payment period
and monetary value), restrictive covenants in the contract,
and other important terms and conditions:To be implemented after being
approved by the Investment Committee of the Ministry of Economic Affairs
of the Republic of China.
17.The manner in which the current transaction was decided,
the reference basis for the decision on price, and the
decision-making unit:The price was decided by reference to the equity
valuation report issued by the commissioned appraisal institution;
and the CPA was engaged to issue an opinion on the reasonableness of
the transaction price.
18.Broker:Not applicable
19.Concrete purpose of the acquisition or disposal:This acquisition of
part of STIC's equity is to offset the decrease in the Company's
comprehensive shareholding ratio in Wafer Works Shanghai due to Wafer
Works Shanghai's former capital increase.
20.Whether the directors expressed any objection to the
current transaction:None
21.Whether the counterparty of the current transaction is a
related party:No
22.Date of the Board of Directors' resolution:2022/03/23
23.Date of ratification by supervisors or approval
by the Audit Committee:NA
24.Total amount of investment in mainland China
(including the current investment) approved by the
Investment Commission, up to the present moment: NT$2,195,947 (thousand)
25.Ratio of the total amount of investment in mainland China
(including the current investment) approved by the Investment
Commission, up to the present moment, to the paid-in capital
on the latest financial statements:40.60%
26.Ratio of the total amount of investment in mainland
China (including the current investment) approved by
the Investment Commission, up to the present moment,
to the total assets on the latest financial statements:13.66%
27.Ratio of the total amount of investment in mainland
China (including the current investment) approved by the
Investment Commission, up to the present moment, to the
shareholders' equity of the parent company on the latest
financial statements:19.16%
28.Total amount of actual investment in mainland China,
up to the present moment:NT$1,057,944 (thousand)
29.Ratio of the total amount of actual investment
in mainland China, up to the present moment, to the
paid-in capital on the latest financial statements:19.56%
30.Ratio of the total amount of actual investment in
mainland China, up to the present moment, to the total
assets on the latest financial statements:6.58%
31.Ratio of the total amount of actual investment in
mainland China, up to the present moment, to the
shareholders' equity of the parent company on the
latest financial statements:9.23%
32.Amount of recognized profit (loss) on investment
in mainland China for the last three years:
2021: NT$449,875 (thousand)
2020: NT$156,241 (thousand)
2019: NT$110,246 (thousand)
33.Amount of profit remitted back to Taiwan for the
last three years:0
34.Has the CPA issued an opinion on the unreasonableness of
the price of the current transaction?:No
35.Name of the CPA firm: Chen-Ye Certified Public Accountants
36.Name of the certifying CPA:Wong,Jui-Tsan
37.The practice certificate number of the CPA:FSC number 7015
38.Any other matters that need to be specified:
(1)The US dollar is converted at the exchange rate of 28.025.
(2)The Company will file an application to the Investment
Committee in accordance with regulations and carry out the plan
after the application is approved.
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