EMC to acquire 100% equity interests of EMD Specialty Materials, LLC. through offshore investment ho

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.):EMD Specialty Materials, LLC (refer as “EMD” below) 100%
outstanding equity interests
2.Date of occurrence of the event:2020/12/21
3.Amount, unit price, and total monetary amount of the transaction:
Purchase price is approximately USD 28.73 million, subject to adjustments
to net working capital, net debt, and other adjustments agreed in the
Membership Interest Purchase Agreement. The final amount shall not
exceed USD 30 million.
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):EMD Performance Holdings, LLC; Non-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 amount of
transfer:NA
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: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) (those with deferral should provide a table explaining
recognition):NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Acquiring 100% EMD’s equity interests by cash.
Consummation of the transaction will be subject to the relevant
regulatory approvals.
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:
1. Approved by the Board Directors meeting.
2. CPA issued a fairness opinion on the purchase price.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NTD 1,276.98 per unit
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:100% equity interest
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:
1.Ratio of long or short term securities investment (including the
current trade) to the total assets：4.35%
2.Ratio of long or short term securities investment (including the
trade) to shareholder's equity: 6.51%
3.Working capital as shown in the most recent financial statement
NTD -923,122 in thousand
1.Source of funds:cash on the books
2.Reasons of acquisition: Establishing an oversea manufacturing base
in North America and expanding business in the US to meet long-term
market demand
14.Broker and broker's fee:NA
15.Concrete purpose or use of the acquisition or disposal:
Establish oversea manufacturing base in North America swiftly and
expanding business in the US to meet long-term market demand
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is
a related party:No
18.Date of the board of directors resolution:2020/12/21
19.Date of ratification by supervisors or approval by
the Audit Committee:2020/12/21
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:Yangtze CPAs & Co.
22.Name of the CPA:Stan Hu
23.Practice certificate number of the CPA:Zhong-shi-191
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:NA
26.Details on transactions with the counterparty for the past year and the
expected coming year:NA
27.Source of funds:The purchase price will be financed by current cash on
the book
28.Any other matters that need to be specified:None