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Announcement to set up an investment holding company in the U.S.
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):
Name:The name of the investment holding has not been decided.
Nature:Investment holding company
2.Date of occurrence of the event:2009/11/07
3.Volume, unit price, and total monetary amount of the transaction: It is estimated that the initial capital will be set at no more than USD 30 million.
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):N/A
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated 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):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:The transaction model will be a share transaction without capital needs in order to accommodate the U.S. subsidiaries’ investment structure.
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:It is resolved by the Board of Directors on November 7, 2009 and the chairperson is authorized to implement related matters thereof.
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):It is estimated that the initial capital will be set at no more than USD 30 million.; Shareholding percentage: 100%
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
(1)Ratio of the total amount of long or short term securities investment (including the current trade) to the total assets on the financial statement for the most recent period:8.47%
(2)Ratio of the total amount of long or short term securities investment (including the current trade) to the shareholder's e quity on the financial statement for the most recent period:14.99%
(3)Operating capital as shown in the most recent financial statement:NTD$42,598,189 thousands
13.Broker and broker's fee:N/A
14.Concrete purpose or use of the acquisition or disposition:Long-term investment.
15.Net worth per share of company underlying securities acquired or disposed of:N/A
16.Do the directors have any objection to the present transaction?:N/A
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:N/A
18.Any other matters that need to be specified:In order to accommodate operational risk management needs, the U.S. subsidiaries’ investment framework and the existing mode of operation will be adjusted. After the adjustment a new investment holding company will be set up in the U.S. Additionally, the investment holding company will set up a new subsidiary in the U.S. and the U.S. subsidiary’s role will be R&D and repair services.