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SEQ_NO | 3 | Date of announcement | 2022/08/10 | Time of announcement | 16:21:31 |
Subject | To announce the board of directors resolved to spin-off the company to have a newly established company on behalf of the subsidiary Tai Cheng Development Co,Ltd. | ||||
Date of events | 2022/08/10 | To which item it meets | paragraph 11 | ||
Statement | 1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):spin-off 2.Date of occurrence of the event:2022/08/10 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Split company: Tai Cheng Development Co., Ltd. Newly established company in a spin-off: Fu Cheng Development Co., Ltd. 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): Fu Cheng Development Co., Ltd. 5.Whether the counterparty of the current transaction is a related party: Yes. 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: Tai Cheng Development Co,Ltd. is the parent company of Fu Cheng development Co,Ltd. with 100% shareholding ,without affecting shareholders' equity. 7.Purpose of the merger and acquisition: (1)Cooperate with the transfer of land ownership in the future readjustment process. (2)To facilitate the operation of the readjustment smoothly. 8.Anticipated benefits of the merger and acquisition:NA 9.Effect of the merger and acquisition on net worth per share and earnings per share:NA 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: On the base date of the split (August 31, 2022), Tai Cheng Development Co,Ltd. will invest in Fu Cheng Development Co., Ltd. with land. 11.Types of consideration for mergers and acquisitions and sources of funds: Tai Cheng Development Co,Ltd. will invest in Fu Cheng Development Co., Ltd. with land. 12.Share exchange ratio and calculation assumptions:NA 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NA 14.Name of accounting, law or securities firm:NA 15.Name of CPA or lawyer:NA 16.Practice certificate number of the CPA:NA 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition:NA 18.Estimated date of completion:2022/08/31 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:After the spin-off takes effect, the related businesses (including assets, liabilities and business) of the "Land Development Department Business" of Tai Cheng Development Co,Ltd. are generally undertaken by Fu Cheng Development Co,Ltd. 20.Basic information of companies participating in the merger: NA 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs): The business value of spin-off: NT $8,000,000. After considering the above business value, Tai Cheng Development Co,Ltd.is expected to take new ordinary shares of 800,000 shares of Fu Cheng development. It is estimated that the assets of Tai Cheng development Co Ltd. to be spun off and transferred are NT113,784 thousand dollars. The estimated liabilities of Tai Cheng development Co Ltd. to be spun off and transferred are NT29,003 thousand dollars. Tai Cheng development Co., Ltd. also invested 800,000 shares in Fu Cheng development Co., Ltd 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed:NA 24.Other important terms and conditions:None 25.Other major matters related to the mergers and acquisitions: NA 26.Any objections from directors to the transaction:None 27.Information on interested directors involved in the mergers and acquisitions:NA 28.Whether the transaction involved in change of business model: None 29.Details on change of business model:NA 30.Details on transactions with the counterparty for the past year and the expected coming year:NA 31.Source of funds:Tai Cheng Development Co., Ltd. was spun off to establish and invest in Fu Cheng Development Co., Ltd. with land. 32.Any other matters that need to be specified:None |
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Federal Corporation published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 08:25:35 UTC.