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Statement
| 1.Date of occurrence of the event:2022/03/25
2.Method of the current increase (decrease) in investment:
ACHEM Technology China, a subsidiary of the
British Cayman Islands, sold a 62.3% stake in
Foshan Yida Adhesive Products Co., Ltd.,
resulting in a reduction in the amount of
mainland investment.
3.Amount, unit price, and total monetary amount of the transaction:
Authorized the chairman to acquire a 62.3% stake in
Foshan Yida Adhesive Products Co., Ltd. at
RMB$101,449,729.55, and fully handle the
sale related matters.
4.Company name of the mainland Chinese investee:
Foshan Inder Adhesive Product Co., Ltd.
5.Paid-in capital of aforementioned mainland Chinese investee:
US$14,125,500
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee:N/A
7.Main businesses of the aforementioned mainland Chinese investee:
Manufacture and sale of various adhesive products.
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:
RMB$162,840 thousand
10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements:
RMB$22,286 thousand
11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment:
US$8,800,190
12.Trading counterparty and its relationship with the Company:
Counterparty:
Wanchio Adhesive Product (Jiangsu) Co., Ltd.
Relationship: Same with the ultimate parent company.
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
amount of transfer:
The reason for choosing the related party as trading
counterparty:Foshan Yida distributes dividends outside
the mainland every year, and redistribution to
Wanzhou Adhesive Products (Jiangsu) Co., Ltd
can use the repayment of its overseas loans to
achieve expected benefits, which will help the group's
capital utilization and tax efficiency. 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 amount
of transfer: Not Applicable
14.Where an owner of the underlying assets within the past five years has
been a 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 with the Company at the time of the transaction:N/A
15.Profit (or loss) upon disposal:No
16.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
Wanzhou Adhesive Products (Jiangsu) Co., Ltd.
increased capital and issued new equity of
equivalent value (capital contribution) to
ACHEM Technology China as the consideration
for the transaction.
17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
Board of Directors approved
The transaction price is calculated based on the
latest net equity value of Foshan Yida that was audited
by an accountant at the time of the transaction.
18.Broker:N/A
19.Concrete purpose of the acquisition or disposal:
Adjustment of investment structure to increase
flexibility of capital utilization and enhance tax efficiency.
20.Any dissenting opinions of directors to the present transaction:
None
21.Whether the counterparty of the current transaction is a related party:
Yes
22.Date of the board of directors resolution:2022/03/25
23.Date of ratification by supervisors or approval by
the Audit Committee:2022/03/25
24.Total amount of investment in mainland China (including the current
investment) approved by the Investment Commission, up to the present moment:
Head office: NTD$1,019,092 thousand
Subsidiaries: NTD$3,270,781 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:
Head office: 15.97%
Subsidiaries:51.26%
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:
Head office: 4.75%
Subsidiaries:15.23%
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 equity attributable to owners of the parent on the latest
financial statements:
Head office: 9.84%
Subsidiaries:31.59%
28.Total amount of actual investment in mainland China, up to the present
moment:
Head office: NTD$1,001,100 thousand
Subsidiaries: NTD$2,892,797 thousand
29.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to the paid-in capital on the latest financial
statements:
Head office:15.70%
Subsidiaries: 45.34%
30.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to the total assets on the latest
financial statements:
Head office: 4.66%
Subsidiaries:13.47%
31.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to equity attributable to owners of the parent on the
latest financial statements:
Head office:9.67%
Subsidiaries:27.94%
32.Amount of recognized profit (loss) on investment in mainland China for
the last three years:
2019 NTD$(1,664,053) thousand
2020 NTD$(1,086,765) thousand
2021 NTD$(1,304,362) thousand
33.Amount of profit remitted back to Taiwan for the last
three years:
2019 NTD$(346,267) thousand
2020 NTD$(375,271) thousand
2021 NTD$(355,764) thousand
34.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
35.Name of the CPA firm:FUBO CPAs
36.Name of the CPA:CHENG, WEN-RONG
37.Practice certificate number of the CPA:
Number of CPA Certificate：No.4519
Membership number of Taipei CPA Association : No. 2857
38.Any other matters that need to be specified:None
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