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Topco Group intends to acquire the ordinary shares of Unitech New Energy Engineering Co., Ltd

Company code5434
SubjectThe company and it’s subsidiary intend to acquire the ordinary shares of Unitech New Energy Engineering Co., Ltd
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.)Ordinary shares of Unitech New Energy Engineering Co., Ltd .
Date of occurrence of the event2021.7.13
Amount, unit price, and total monetary amount of the transactionAmount:786,000 shares Unit price:NTD$560 Total monetary amount:NTD $440,160,000
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditionsRoughly 90% payment after stock transferred and the remaining will be the later payments.
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 unitThe reference basis for the decision on price:Valuation report by the external consulting corporation。 Decision-Making unit:The board of directors
Net worth per share of the Company’s underlying securities acquired or disposed ofNTD $81
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 momentTOPCO SCIENTIFIC CO.,LTD intends to buy 776,000 shares (77.6%) at NTD$434,560,000. ECO TECHNICAL SERVICE CO., LTD., the subsidiary, Intends to buy 10,000 shares(1%) at NTD$5,600,000.
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 presentThe relevant financial data for TOPCO SCIENTIFIC CO.,LTD and ECO TECHNICAL SERVICE CO., LTD are (1)Current ratio of securities investment to the total assets:46% and 0.15%. (2)Current ratio of securities investment to the equity attributable to owners of the parent:77% and 0.06%. (3)Working capital:NTD$4,505 million and NTD$361 million.
Broker and broker’s feeNone
Concrete purpose or use of the acquisition or disposalLong-term investment
Any dissenting opinions of directors to the present transactionNone
Whether the counterparty of the current transaction is a related partyNO
Date of the board of directors resolution2021.7.13
Date of ratification by supervisors or approval by the Audit Committee2021.7.13
Whether the CPA issued an unreasonable opinion regarding the current transactionNO
Name of the CPA firmJYH HER CPAS
Name of the CPAChen, Wei-Yue
Practice certificate number of the CPATPECPA#1804
Whether the transaction involved in change of business modelNO
Details on change of business modelNA
Details on transactions with the counterparty for the past year and the expected coming yearNO
Source of fundsCapital
Any other matters that need to be specifiedNO
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