關於統一證券

PSC Board of Directors resolved the acquisition price for ordinary shares of PSHK held by PSBVI (Sup

SEQ_NO
3

Date of announcement
2020/06/19

Time of announcement
15:04:02

Subject
PSC Board of Directors resolved the acquisition price for ordinary shares of PSHK held by PSBVI (Supplement to the announcement on 2020/3/26)

Date of events
2020/06/19

To which item it meets
paragraph 20

Statement
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):Ordinary shares of PSHK.
2.Date of occurrence of the event:2020/06/19
3.Volume, unit price, and total monetary amount of the transaction:
Volume:182,600,000 shares
Unit price: Approximately NT$7.30 per share
Total monetary amount of the transaction:
The valuation amount of PSHK as of March 31, 2020 is USD$ 44,130,626.
(NTD$1,333,848,171 if calculated at the exchange rate of March 31.)
4.Counterparty 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):
Counterparty: PSBVI
Relationship: PSBVI is subsidiary of PSC.
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:
Due to overseas regulatory changes and in order to adjust the holding
structure,PSC acquired ordinary shares of PSHK held by PSBVI.
The subject matter is invested by PSBVI and has not been transferred.
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:Not Applicable.
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):Not Applicable.
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):Not Applicable.
9.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract, and
other important stipulations: Total monetary amount of the
transaction is USD$44,130,626 with no restrictive covenants in the
contract or other important stipulations.
10.The manner in which the current transaction was decided, the
reference basis for the decision on price, and the decision-making
department:Board of directors is the decision-maker responsible for the
manner in which the current transaction was decided; the decision on the
price is based on the fairness opinion conducted by an independent CPA.
11.Net worth per share of the underlying securities acquired
or disposed of:
Net worth per share of the underlying securities acquired is NT$7.30.
12.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):Current
cumulative volume and shareholding percentage of the securities traded
are 192,600,000 shares and 100%, respectively, with no restriction of rights.
13.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:
1.65%; 5.00%; NTD$17,243,590,000
14.Broker and broker's fee: Not Applicable.
15.Concrete purpose or use of the acquisition or disposal:
To rearrange organization structure.
16.Do the directors have any objection to the present transaction?:No
17.Is it a related party transaction?:Yes
18.Date of the board of directors’resolution:2020/06/19
19.Date of the recognition of the supervisors
or the board of independent directors’resolution:2020/06/04
20.Has the CPA issued an opinion on the unreasonableness of the price
of the current transaction?:No
21.Name of the CPA firm:L.H.CHEN & CO.,CPAs
22.Name of the certifying CPA:HUANG,TSENG-KUO
23.The practice certificate number of the CPA:Taipei CPA No. 3399
24.Is it related to new business model?:No.
25.Explanation of new business model:Not Applicable.
26.Transactions with the counterparty for the past one year
and the next year:Not Applicable.
27.Source of funds:The Company’s Capital and bank loans.
28.Any other matters that need to be specified:
Supplement to the announcement on 2020/3/26.
The above amount of foreign currency are converted to NTD at the 2020/3/31
exchange rate, but the actual rate shall be based on the date of remittance.

Announcement

PSC Board of Directors resolved the acquisition price for ordinary shares of PSHK held by PSBVI (Sup

SEQ_NO

Date of announcement

Time of announcement

Subject

Date of events

To which item it meets

Statement