PSC Board of Directors resolved the acquisition price for ordinary shares of PWM held by PSBVI (Supp
SEQ_NO
5
Date of announcement
2020/06/19
Time of announcement
15:04:33
Subject
PSC Board of Directors resolved the acquisition price for ordinary shares of PWM 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 PWM. 2.Date of occurrence of the event:2020/06/19 3.Volume, unit price, and total monetary amount of the transaction: Volume:23,400,000 shares Unit price: Approximately NT$2.53 per share Total monetary amount of the transaction: The valuation amount of PWM as of March 31, 2020 is USD$ 1,960,853. (NTD$59,266,782 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 100% ordinary shares of PWM 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$1,960,853 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$2.53. 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 23,400,000 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: 0.073%; 0.22%; 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.