1.Type of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):
Disposal of shares to a 3rd party
2.Date of occurrence of the event: 2017/01/26
3.Names of companies participating in the merger (e.g.name of the other
company participating in the merger or consolidation, newly established
company in a spin-off, acquired company, or company whose shares are
taken assignment of): Jinshunxin Development (Pingtan) Co., Ltd.
4.Counterparty (e.g.name of the other company participating in the merger or
consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):
Rayxin (Pingtan) Investment Co., Ltd.
5.Relationship between the counterparty and the Company (investee company in
which the Company has re-invested and has shareholding of XX%), and
explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether
it will affect shareholders' equity: Non-affiliate
6.Purpose/objective of the merger/acquisition:
Disposal shareholding of non-core business
7.Anticipated benefits of the merger/acquisition:Around NT$541,500,000
8.Effect of the merger or consolidation on net worth per share and earnings
per share: NT$1.57 net worth per share and earnings per share.
9.Share exchange ratio and basis of its calculation:
The disposal price is based on the valuation report issued by an
independent intitution. We also get a price reasonability opinion
issued by an independent CPA.
10.Scheduled timetable for consummation: First step transfer 91%
shareholding in 2017, and then transfer 9% shareholding in 2020.
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company: N/A
12.Basic information of companies participating in the merger: N/A
13.Matters related to the spin-off (including estimated value of the business
and assets planned to be assigned to the existing company or new company;
the total number and the types and volumes of the shares to be acquired by
the split company or its shareholders; matters related to the reduction,
if any, in capital of the split company) (note: not applicable other than
where there is announcement of a spin-off): N/A
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition: N/A
15.Other important stipulations: N/A
16.Do the directors have any objection to the present transaction?: No
TPK Holding Co. Ltd. published this content on 26 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 February 2017 18:39:05 UTC.
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