NEXCOM International : Announcement of the Company disposing of all the holdings of its major subsidiary

 Announcement of the Company disposing of all the
holdings of its major subsidiary

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.):NEXSEC Incorporate (hereinafter referred to as
the Beijing Subsidiary) ordinary shares
2.Date of occurrence of the event:2022/07/27
3.Volume, unit price, and total monetary amount of the transaction:
Total volume：20,484,780 shares
Unit price：RMB13.1805
Total monetary amount：RMB270 million
4.Trading counterparty and its relationship to 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):
Beijing Dahao Technology Co., Ltd.(hereinafter referred to as Dahao
Company) Not a related party.
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 value of transfer:NA
6.Where an owner of the underlying assets within the past
 five years has been an 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 to the Company at the time of the transaction:NA
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:NA
8.Profit or loss from the disposal (not applicable in
cases of acquisition of securities) (where originally
deferred, the status of recognition shall be listed and
 explained):The estimated profit of this transaction is approximately
NT$761,361,000 (calculated based on the self-settlement amount at
the end of June). However, the actual number will vary according to
the exchange rate and the actual transaction date. Please refer to
the financial statements after the audit by the accountant.
9.Terms of delivery or payment (including payment period
and monetary value), restrictive covenants in the contract,
 and other important terms and conditions:
The Company invests in the Beijing Subsidiary through Nexcom
International Co.,Ltd.(SAMOA)(hereinafter referred to as the SAMOA).
The total shares of he Beijing Subsidiary held by the SAMOA is
20,484,780 shares (including direct shares of 20,221,161 shares and
indirect shares investing through Zhuhai Xinxin Management Consulting
Partnership of 263,619 shares.
(1)Direct shares held by the SAMOA：
(A)Within 10 working days after the delivery compeleted, Dahao Company
should pay RMB131,525,365.17.(before deducting the local tax).
(B)Within 10 working days after issurance date of 2022 audit's report
of the Beijing Subsidiary but no later than April 30 2023, Dahao Company
should pay RMB81,000,000(before deducting the local tax).
(C)Within 10 working days after issurance date of 2023 audit's report
of the Beijing Subsidiary but no later than April 30 2024, Dahao Company
should pay RMB54,000,000(before deducting the local tax).
(2)Indirect shares held by SAMOA(investing through Zhuhai Xinxin)：
Within 10 days after the delivery compeleted and all documents for
Samoa's withdrawal from Zhuhai Xinxin signed, Dahao Company should pay
RMB3,474,634.83 to Zhuhai Xinxin. Then Zhuhai Xinxin shoud pay the
withdrawal funds of RMB3,474,634.83 to SAMOA (deducting the local tax)
within 10 days after receiving the payment from Dahao Company.
(3)For three years after the delivery date, the Company Group shall not
engage in business in China that competes with the Beijing subsidiary.
The network communication and network security business in China must be
conducted through the Beijing subsidiary.
(4)The transaction may be terminated in the event of a material breach of
contract, the defaulting party must pay compensation to the other party
compensation, or other factors not attributable to the Company or Dahao
Company resulting in failure to execute the transaction on time.
10.The manner in which the current transaction was
decided, the reference basis for the decision on price,
and the decision-making unit:The price is based on the independent expert's
report and the result of negotiation with the counterparty.
The decision-making unit is the Board of directors of the Company.
11.Net worth per share of the Company's underlying securities
acquired or disposed of:Based on the Beijing Subsidiary audit report of 2021,
the per share of the Beijing Subsidiary is RMB3.57.
12.Cumulative no.of shares held (including the current
transaction), their monetary value, shareholding percentage,
 and status of any restriction of rights (e.g., pledges),
 as of the present moment:
(1)Currently the Company's comprehensive holding shares is 20,484,780,
shareholding percentage is 70.64% and the book value of the holding shares
is NT$304,054 thousand.
After this transaction, the Company's comprehensive shareholding ratio in
the Beijing Subsidiary will be reduced to 0
(2)There is no restriction of rights.
13.Ratio of securities investment (including the current
 transaction) to the total assets 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 present moment:
(1)Ratio of securities investment to the total assets：3.73%
(2)Ratio of securities investment to the shareholder's equity of the parent
company：11.10%
(3)The operating capital is NT$867,071 thousand.
14.Broker and broker's fee: 1.8% of the total transaction amount
15.Concrete purpose or use of the acquisition or disposal:
In recent years, China has vigorously promoted the domestic manufacturing
of the information technology application innovation industry (chips,
computer software and hardware, operating systems, etc. related IT fields).
Network communication/network security is a relatively sensitive field, and
the market is gradually unfavorable for non-domestic enterprises. In order
to avoid the impact of subsequent business, we chose to sell the shares to
buyers who meet our conditions.
16.Whether the directors expressed any objection to the current
 transaction:No
17.Whether the counterparty of the current transaction
is a related party:No
18.Date of the Board of Directors' resolution:2022/07/27
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/07/27
20.Whether the CPA issued an opinion on the unreasonableness
 regarding the current transaction:No
21.Name of the CPA firm:Rongxin CPA Firm
22.Name of the CPA:Xu Zhongrong
23.License no.of the CPA:2365
24.Any other matters that need to be specified:No