On behalf of WPG subsidiary Silicon Application Corp. announces BOD resolved to acquire VSELL ENTERPRISE CO., LTD. (Shanghai) share
2023-01-17
1.Date of occurrence of the event:2023/01/17
2.Method of the current increase (decrease) in investment:
Announcement on behalf of WPG's subsidiary, Silicon Application Corp.
for the acquisition of 100% outstanding shareholding and subscription of
new shareholding to be issued by VSELL ENTERPRISE CO., LTD. (Shanghai)
3.Amount, unit price, and total monetary amount of the transaction:
Amount, unit price:not applicable
Total monetary amount of the transaction:An amount of USD in equivalent to
RMB 12,370,584.06 plus USD 11,779,661
4.Company name of the mainland Chinese investee:
VSELL ENTERPRISE CO., LTD. (Shanghai)
5.Paid-in capital of aforementioned mainland Chinese investee:USD 1,800,000
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee:USD 5,000,000
7.Main businesses of the aforementioned mainland Chinese investee:
Distribution of electronic components
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 25,808,540.97
10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements:RMB 15,336,437.80
11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment:0
12.Trading counterparty and its relationship with the Company:
VSELL ENTERPRISE CO., LTD. (Samoa), non-related party
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: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:None
15.Profit (or loss) upon disposal:Not applicable
16.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms of delivery or payment (including payment period and monetary amount):
Current outstanding shareholding: shall be paid in full in cash;
New shareholding to be issued by VSELL ENTERPRISE CO., LTD. (Shanghai):
the contribution for capital shall be made within six months after the
closing of the current outstanding shareholding.
Restrictive covenants in the contract, and other important terms and
conditions:the transaction shall subject to the approval of Investment
Commission, MOEA
17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The manner of deciding on this transaction:Resolution of the Board of
Directors
The reference basis for the decision on price:Independent expert's report
The decision-making unit:Board of Directors
18.Broker:None
19.Concrete purpose of the acquisition or disposal:Expanding the business in
sales and distribution of passive components
20.Any dissenting opinions of directors to the present transaction:None
21.Whether the counterparty of the current transaction is a related party:No
22.Date of the board of directors resolution:NA
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:
Silicon Application Corp.:NTD 425,939 thousand
WPG Holdings Limited:NTD 2,043,310 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:
Silicon Application Corp.:2.27%
WPG Holdings Limited:10.87%
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:
Silicon Application Corp.:0.48%
WPG Holdings Limited:2.32%
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:
Silicon Application Corp.:0.51%
WPG Holdings Limited:2.44%
28.Total amount of actual investment in mainland China, up to the present
moment:
Silicon Application Corp.:NTD 13,019 thousand
WPG Holdings Limited:NTD 1,932,650 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:
Silicon Application Corp.:0.07%
WPG Holdings Limited:10.29%
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:
Silicon Application Corp.:0.01%
WPG Holdings Limited:2.19%
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:
Silicon Application Corp.:0.02%
WPG Holdings Limited:2.31%
32.Amount of recognized profit (loss) on investment in mainland China for
the last three years:
2022:NTD 217,813 thousand
2021:NTD 1,252,829 thousand
2020:NTD 384,270 thousand
33.Amount of profit remitted back to Taiwan for the last
three years:
2022:0
2021:0
2020:0
34.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
35.Name of the CPA firm:Crowe (TW) CPAs
36.Name of the CPA:Chiu, Chi-Sheng
37.Practice certificate number of the CPA:
Reference No. Jin-Guan-Zheng-Shen-Zi-10200032833
38.Any other matters that need to be specified:None