On behalf of WPG subsidiary Silicon Application Corp. announces acquisition of common shares of VSELL ENTERPRISE CO., LTD.
2023-01-17
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.):VSELL ENTERPRISE CO., LTD. common shares
2.Date of occurrence of the event:2023/01/17
3.Amount, unit price, and total monetary amount of the transaction:
Amount:20,000,000 shares
unit price:average around NT$22.57
total monetary amount of the transaction:tentatively NT$451,338,169
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):11 natural people; non-related parties
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:N/A
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:
(1)Terms of delivery or payment (including payment period and monetary
amount):Current outstanding shares: 70% and 30% of the shares to be
transferred by no later than the 2nd Quarter of 2023 and 1st Quarter of 2025,
respectively, in consideration of cash.
New shares to be issued by VSELL ENTERPRISE CO., LTD.: SAC will subscribe for
70% of such new shares within six months after the 1st closing of the current
outstanding shares, and purchase the remaining 30% of such new shares from
other shareholders in the 2nd Quarter of 2025.
(2)Restrictive covenants in the contract, and other important terms and
conditions:None
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:
The manner of deciding on this transaction:Board of Directors
The reference basis for the decision on price:Independent expert's report
The decision-making unit:Board of Directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$10.39 per share
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 volume:20,000,000 shares
Cumulative amount:tentatively NT$451,338,169
Shareholding ratio:100%
Status of any restriction of rights (e.g.pledges):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:
Current ratio of securities investment to the total assets:4.4%
Current ratio of securities investment to the equity attributable to owners
of the parent:4.64%
working capital:-NTD7,388,922,914
Source of Fund:Self-owned fund and bank loans
Source of Purpose:expanding the business in distribution of passive
components
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
Expanding the business in distribution of passive components
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is
a related party:No
18.Date of the board of directors resolution:NA
19.Date of ratification by supervisors or approval by
the Audit Committee:NA
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:Crowe (TW) CPAs
22.Name of the CPA:Chiu, Chi-Sheng
23.Practice certificate number of the CPA:
Reference No. Jin-Guan-Zheng-Shen-Zi-10200032833
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:None
26.Details on transactions with the counterparty for the past year and the
expected coming year:None
27.Source of funds:Self-owned fund and bank loans
28.Any other matters that need to be specified:
The 1st closing of the current outstanding shares under this transaction
shall be closed at the same time with SAC’s acquisition of shareholding of
VSELL ENTERPRISE CO., LTD. (Shanghai).