Today's Information |
Provided by: TECO ELECTRIC & MACHINERY CO., LTD. | |||||
SEQ_NO | 1 | Date of announcement | 2022/08/13 | Time of announcement | 17:12:53 |
Subject | Announce the resolution of Board to implement a short-form merger with subsidiary. | ||||
Date of events | 2022/08/12 | To which item it meets | paragraph 11 | ||
Statement | 1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer): Merger 2.Date of occurrence of the event:2022/08/12 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): TECO Electric & Machinery Co., Ltd. (hereinafter referred to as TECO) (surviving company) 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): (dissolved company) TECO Smart Technologies Co., Ltd.(hereinafter referred to as TECO SMART) 5.Whether the counterparty of the current transaction is a related party:Yes 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: TECO SMART is a subsidiary of TECO with 100% of its shares. In order to integrate resources, the short-form merger/consolidation is conducted based on Business Mergers and Acquisitions Act, article 19 and will not affect the shareholders' equity of both companies. 7.Purpose of the merger and acquisition: Simplify organizational structure and improve operational efficiency. 8.Anticipated benefits of the merger and acquisition: Simplify organizational structure and improve operational efficiency. 9.Effect of the merger and acquisition on net worth per share and earnings per share:No influence. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.:NA 11.Types of consideration for mergers and acquisitions and sources of funds:NA 12.Share exchange ratio and calculation assumptions:NA 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NA 14.Name of accounting, law or securities firm:NA 15.Name of CPA or lawyer:NA 16.Practice certificate number of the CPA:NA 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition:NA 18.Estimated date of completion: 2022/10/01 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: The Surviving Company will take over the Dissolved Company's assets and liabilities and all valid rights and obligations, as of the short-form merger record date, in accordance with the Law. 20.Basic information of companies participating in the merger: The Surviving Company: TECO Main business scopes: Manufacture, installation and sales of generators, power dispatching, power distributing machinery, machinery equipment, electrical appliance, refrigerating and air-conditioning equipment. The Dissolved Company: TECO SMART Main business scopes: Manufacture, installation and sales of mechanical, automatic control equipment, precision instruments, computer, information application services and office machines. 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):NA 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed:None 24.Other important terms and conditions:None 25.Other major matters related to the mergers and acquisitions:None 26.Any objections from directors to the transaction:None 27.Information on interested directors involved in the mergers and acquisitions:NA 28.Whether the transaction involved in change of business model:Not 29.Details on change of business model:NA 30.Details on transactions with the counterparty for the past year and the expected coming year:NA 31.Source of funds:NA 32.Any other matters that need to be specified:No |
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Teco Electric & Machinery Co. Ltd. published this content on 13 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2022 09:22:04 UTC.