|Provided by: BES Engineering Co.|
|SEQ_NO||2||Date of announcement||2021/12/13||Time of announcement||19:02:44|
Surrogate announcement for "BES Engineering Vietnam Co., Ltd." to acquire the equity of "Phu An Real Estate Co., Ltd."
|Date of events||2021/12/13||To which item it meets||paragraph 20|
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.):Ordinary shares of Phu An Real Estate Co., Ltd. 2.Date of occurrence of the event:2021/12/13 3.Amount, unit price, and total monetary amount of the transaction: (1)Totally obtain 100% shareholding ratio. (2)Total transaction amount: USD 21.25 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):Phu An Real Estate Co., Ltd., unrelated to the company. 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:N/A. 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:N/A. 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):N/A. 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):N/A. 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:(1)Payment terms: According to the schedule mentioned in the contract. (2)Other Important Agreements: The third-party entrusted account mechanism, the ESCROW account will pay the transaction amount after all the equity is transferred. If either party breaches the contract, a penalty of 8% of the total transaction amount shall be paid. 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)The board of directors is the head of decision. (2)Price reference is based on the appraisal report of ��THANH DO VALUATION JOINT STOCK COMPANY�� , and the Reasonable Assurance Rerport ��PHUONG NAM ACCOUNTING AND AUDITING COMPANY LIMITED�� 11.Net worth per share of the Company's underlying securities acquired or disposed of:N/A. 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: (1)The transaction amount including this is USD 21.25 million, with 100% of shareholding ratio. 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)Percentage of total assets in the company's latest financial statements:1.44%. (2)Proportion of equity attributable to owners of the parent company: 2.91% (3)The amount of working capital in the most recent financial statement: NTD $16,728,589 thousand. 14.Broker and broker's fee:Broker (Former marketing director of Savills), 2% of the total transaction amount. 15.Concrete purpose or use of the acquisition or disposal: Real estate development (Residential). 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:2021/12/13 19.Date of ratification by supervisors or approval by the Audit Committee:2021/12/09 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No. 21.Name of the CPA firm:CHUNYI MANAGEMENT CONSULTING CO. LTD. 22.Name of the CPA:Jia Sheng, Huang 23.Practice certificate number of the CPA: Financial Supervisory Comission R.O.C(TAIWAN) No. 7063 24.Whether the transaction involved in change of business model:No. 25.Details on change of business model:N/A. 26.Details on transactions with the counterparty for the past year and the expected coming year:None. 27.Source of funds:Private Capital. 28.Any other matters that need to be specified:None.
BES Engineering Corporation published this content on 13 December 2021 and is solely responsible for the information contained therein. Distributed by, unedited and unaltered, on 13 December 2021 11:15:08 UTC.