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Statement
| 1.Name and nature of the underlying assets (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):The equity of Foshan Yida Adhesive Products Co., Ltd
2.Date of occurrence of the event:2022/03/25
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.
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
Counterparty: ACHEM Technology China
Relationship: Same with the ultimate parent company
5.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
6.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
7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor's rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):N/A
9.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.
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), 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.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:N/A
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
Cumulative holding amount:RMB$101,449,729.55
Shareholding percentage: 62.3%
Restricted right: NONE
13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
Proportion of total assets: 2.10%
Proportion of equity attributable to owners of the parent company: 4.35%
Working capital: NTD$2,440,995thousand
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
Adjustment of investment structure to increase flexibility
of capital utilization and enhance tax efficiency.
16.Any dissenting opinions of directors to the present transaction:NONE
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2022/03/25
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/03/25
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:FUBO CPAs
22.Name of the CPA:CHENG, WEN-RONG
23.Practice certificate number of the CPA:
Number of CPA Certificate：No.4519
Membership number of Taipei CPA Association : No. 2857
24.Whether the transaction involved in change of business model:NO
25.Details on change of business model:N/A
26.Details on transactions with the counterparty for the past year and the
expected coming year:N/A
27.Source of funds:N/A
28.Any other matters that need to be specified:NONE
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