Announcement of the Company disposing of all the
holdings of its major subsidiary
Date of events
2022/07/27
To which item it meets
paragraph 51
Statement
1.Name of major subsidiary:NEXSEC Incorporate (hereinafter referred to as
the Beijing Subsidiary)
2.Cause of occurrence (reduce the percentage of
shareholding (or capital contribution to) or lose control ):lose control
3.Method of shareholding (or capital contribution) reduction
(Please specify the date, reason, method, reduction percentage,
volume, unit price, and total amount each time):
(1)Board of directors of the company passed the resolution on July 27 2022.
(2)The Company will dispose of all the holdings of the Beijing Subsidiary,
the total holdings of direct and indirect is 20,484,780 shares which is
accounting for 70.64% of the Beijing Subsidiary shares. After this
transaction,the Company's comprehensive shareholding ratio in the Beijing
Subsidiary will be reduced to 0, and there will no longer be any
shareholding.
4.Method of loss of control(Please specify the date,
reason, and method):Please refer to Point 3
5.Equity (or capital) recipient or counterparty
(please list separately for each transaction):
Beijing Dahao Technology Co., Ltd
(hereinafter referred to as Dahao Company)
6.Relationship with counterparty (Please specify
the relationship with counterparty each time):Not a related party
7.Gains (or losses) on disposal (Please specify the
gains (or losses) on disposal each time.If there
is no gains (or losses), please fill in "NA"):
The estimated profit of this transaction is approximately NT$761,361,000.
(calculated based on the self-settlement amount at the end of June).
However,the actual number will vary according to the exchange rate and
the actual transaction date. Please refer to the financial statements
after the audit by the accountant.
8.Cumulative reduction of shareholding in major
subsidiaries so far (including the current transaction):
The cumulative reduction of shareholding in the Beijing Subsidiary
during this period, from the last announcement on July 30 2019 to today,
is 70.64%.
9.Shareholding in major subsidiaries at present (after
the current transaction):0%
10.Name of independent expert and his/her opinion on
reasonableness of pricing in each transaction: :
Xu Zhongrong, Rongxin CPA Firm The transaction price is reasonable.
11.Name of independent expert and his/her opinion on
the impact of reduction of shareholding or loss of control
on the rights of the TPEx listed company's shareholders:
Xu Zhongrong, Rongxin CPA Firm. The transaction has no significant adverse
impact on shareholders' rights and interests.
12.Any effect on the ongoing listing of the parent
company on TPEx:No
13.Date of audit committee resolution:July 27 2022
14.Details of audit committee resolution:
All directors present at the meeting consent to the passing of
the resolution.
15.Date of board of directors resolution:July 27 2022
16.Details of board of directors resolution:
All directors present at the meeting consent to the passing of
the resolution.
17.Any other matters that need to be specified:
(1)For three years after the delivery date, the Company Group shall not
engage in business in China that competes with the Beijing subsidiary.
The network communication and network security business in China must be
conducted through the Beijing subsidiary.
(2)The transaction may be terminated in the event of a material breach of
contract, the defaulting party must pay compensation to the other party
compensation, or other factors not attributable to the Company or Dahao
Company resulting in failure to execute the transaction on time.
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NEXCOM International Co. Ltd. published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 13:33:04 UTC.
NEXCOM International Co Ltd is principally engaged in the manufacture and sale of system products, single board computers, industrial computer peripherals and other products. The Company offers industrial computers, network security products, onboard computer products, multimedia products, network communication products, customized products and related application software, among others. The Company's single board computers are used for industrial control and computer telephone integration. The Company's system products are used for automatic teller machines (ATMs), mother machines, power monitors and automotive computers, defense, military, engineering design and network security systems. The Company's industrial computer peripherals include backboards, computer cases and related components, among others.
NEXCOM INTERNATIONAL CO., LTD. 
