1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Privately placed common shares of Zero One Technology Co., Ltd.(“Zero One”)
2.Date of occurrence of the event:2024/07/30
3.No., unit price, and monetary amount of the transaction:
No. of shares: 12,000,000 shares
Unit price: No more than NT$90 per share
Total monetary amount: No more than NT$1,080,000,000
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Counterparty to the trade: Zero One Technology Co., Ltd.
Relationship to the company: Not a related party
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer:NA
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time:NA
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):NA
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained):NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
Terms of delivery or payment: In accordance with Zero One's privately placed
common share condition
Restrictive covenants in the contract, and other important stipulations: In
compliance with Article 43-8 of the Securities and Exchange Act
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The manner in which the transaction was decided: Handled according to the
company’s approval authority
Reference basis for the price: In accordance with the privately placed
common share price decided by Zero One, and the ”opinion on the
reasonableness”provided by the Company's appointed CPA.
The decision-making unit: Audit Committee and Board of Directors
11.Net worth per share of company of the underlying securities acquired or
disposed of:24.38
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:No
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
WPG Holdings Limited
Current cumulative no.: 12,000,000 shares
Current cumulative amount: No more than NT$1,080,000,000
Current cumulative shareholding ratio: Approximately 7.2% after issuance
of privately placed common shares
Status of any restriction of rights (e.g.pledges):This private placement of
12,000,000 shares.In compliance with Article 43-8 of the Securities and
Exchange Act
WPG Investment Co., Ltd.
Current cumulative no.: 1,619,000 shares
Current cumulative amount: NT$153,480,733
Current cumulative shareholding ratio: Approximately 0.97% after issuance
of privately placed common shares
Status of any restriction of rights (e.g.pledges):None
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
Percentage of total assets calculated by the maximum transaction amount:
2.06%
Percentage of shareholder’s equity of the parent company calculated by
the maximum transaction amount: 2.3%
Operating Capital on the latest financial statements:-NT$3,544,984 thousand
Source of funds: Private capital
Reason to acquire securities: Zero One has a long-term stable operating
performance, and it is expected that this investment will also create
positive investment benefits for the Company.
15.Broker and broker's fee:None
16.Concrete purpose or use of the acquisition or disposition:
Zero One Company intends to draw on the company's industrial holding and
investment expertise and experience to plan the operation strategy of the
industrial control platform. Therefore, the company was invited to
participate in the subscription of Zero One Company's private equity common
shares as a strategic investor. In view of Zero One Company's long-term
stable operating performance, the company plan to acquire privately
placed common shares of Zero One Company.
17.Whether the directors expressed any objection to the present transaction:
None
18.Whether the trading counterparty is a related party:No
19.Date of approval by board of directors:NA
20.Recognition date by supervisors or approval date by audit committee:NA
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:No
22.Name of the CPA firm:Crowe (TW) CPAs
23.Name of the CPA:Ji-Sheng Chiu, CPA
24.License no.of the CPA:Jin-Guan-Zheng-Shen-Zi No. 10200032833
25.Any other matters that need to be specified:None