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2024-07-15
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The Announcement of the Company's BOD's resolution of increasing capital by cash into its subsidiary, Chengjing Enterprise Co., Ltd.
Subject： The Announcement of the Company's BOD's resolution of increasing capital by cash into its subsidiary, Chengjing Enterprise Co., Ltd.
To which item it meets：paragraph 20
Date of events： 2024/7/15
Statement:
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.):The common shares of Chengjing Enterprise Co., Ltd.
2.Date of occurrence of the event:2024/07/15
3.Amount, unit price, and total monetary amount of the transaction: Volume: 53,000,000 shares. unit price: NT$ 10 per share. total monetary amount:NT$ 530,000 thousand.
4.Trading counterparty and its relationship with 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): Counterpart:Chengjing Enterprise Co., Ltd. relationship to the Company: The Company's 100% owned subsidiary.
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 amount of transfer: Not applicable.
6.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: Not applicable
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):Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):Not applicable
9.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 :Cash remittance. restrictive covenants in the contract:none other important stipulations:none
10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: The manner in which the current transaction was decided: Referring to capital increase plan by cash. The reference basis for the decision on price: Referring to capital increase plan by cash and issued shares at par value. The decision-making department: The board of directors of the Company.
11.Net worth per share of the Company's underlying securities acquired or disposed of: Not applicable
12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: Cumulative no. of shares held: 53,050,000 shares; Monetary amount: NT$ 530,500,000; Shareholding percentage:100%; Status of any restriction of rights: None
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: Ratio to the total assets: 58.16% Ratio to shareholders’ equity of the parent company: 128.96% Amount of operating capital: NT$(3,784,756) In order to purchase shares for investing in target which shall be used for employee training places and the domestic real estate development business expansion, the Company increases the cash capital of the subsidiary in which the Company holds 100% of the shares. And the source of the Company's own funds is generated by its operations.
14.Broker and broker's fee: N/A
15.Concrete purpose or use of the acquisition or disposal: In order to purchase investment targets which is used as a group education place and developing domestic tourism and training business operation .
16.Any dissenting opinions of directors to the present transaction: No
17.Whether the counterparty of the current transaction is a related party: No
18.Date of the board of directors resolution:2024/07/15
19.Date of ratification by supervisors or approval by the Audit Committee:2024/07/15
20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
21.Name of the CPA firm: N/A
22.Name of the CPA: N/A
23.Practice certificate number of the CPA: N/A
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: N/A
26.Details on transactions with the counterparty for the past year and the expected coming year: N/A
27.Source of funds: The Company’s own fund.
28.Any other matters that need to be specified:None.
To which item it meets：paragraph 20
Date of events： 2024/7/15
Statement:
1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):The common shares of Chengjing Enterprise Co., Ltd.
2.Date of occurrence of the event:2024/07/15
3.Amount, unit price, and total monetary amount of the transaction: Volume: 53,000,000 shares. unit price: NT$ 10 per share. total monetary amount:NT$ 530,000 thousand.
4.Trading counterparty and its relationship with 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): Counterpart:Chengjing Enterprise Co., Ltd. relationship to the Company: The Company's 100% owned subsidiary.
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 amount of transfer: Not applicable.
6.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: Not applicable
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):Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):Not applicable
9.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 :Cash remittance. restrictive covenants in the contract:none other important stipulations:none
10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: The manner in which the current transaction was decided: Referring to capital increase plan by cash. The reference basis for the decision on price: Referring to capital increase plan by cash and issued shares at par value. The decision-making department: The board of directors of the Company.
11.Net worth per share of the Company's underlying securities acquired or disposed of: Not applicable
12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: Cumulative no. of shares held: 53,050,000 shares; Monetary amount: NT$ 530,500,000; Shareholding percentage:100%; Status of any restriction of rights: None
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: Ratio to the total assets: 58.16% Ratio to shareholders’ equity of the parent company: 128.96% Amount of operating capital: NT$(3,784,756) In order to purchase shares for investing in target which shall be used for employee training places and the domestic real estate development business expansion, the Company increases the cash capital of the subsidiary in which the Company holds 100% of the shares. And the source of the Company's own funds is generated by its operations.
14.Broker and broker's fee: N/A
15.Concrete purpose or use of the acquisition or disposal: In order to purchase investment targets which is used as a group education place and developing domestic tourism and training business operation .
16.Any dissenting opinions of directors to the present transaction: No
17.Whether the counterparty of the current transaction is a related party: No
18.Date of the board of directors resolution:2024/07/15
19.Date of ratification by supervisors or approval by the Audit Committee:2024/07/15
20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
21.Name of the CPA firm: N/A
22.Name of the CPA: N/A
23.Practice certificate number of the CPA: N/A
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: N/A
26.Details on transactions with the counterparty for the past year and the expected coming year: N/A
27.Source of funds: The Company’s own fund.
28.Any other matters that need to be specified:None.