Announcement of the comoany's subsidiary's share swap

Close

Today's Information

Provided by: TPK Holding Co., Ltd.
SEQ_NO	15	Date of announcement	2021/11/09	Time of announcement	22:48:05
Subject	Announcement of the comoany's subsidiary's share swap
Date of events	2021/11/09	To which item it meets	paragraph 20
Statement	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.): TPK Holding Co., Ltd. increase capital of Upper Year Holdings Limited as result of investment equity of Optera TPK Holding Pte. Ltd. to share swap 2.Date of occurrence of the event:2021/11/09 3.Amount, unit price, and total monetary amount of the transaction: Amount & unit price:11,502 thousand shares Total monetary amount:USD 64,410 thousand(equivalent NTD 1,791,242 thousand) 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): Counterparty:Upper Year Holdings Limited & Optera TPK Holding Pte. Ltd. Relationship:100% owned by TPK Holding Co.,Ltd. 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: Reason:Organization restructuring. Previous transfer: None 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:NA 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):NA 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):NA 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Terms: Share swap Restrictive, other important terms and conditions:None 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: Approved by BOD of TPK Holding Co., Ltd. on 2021/11/09 11.Net worth per share of the Company's underlying securities acquired or disposed of:NA 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: Parent:TPK Holding Co.,Ltd. Subsidiary:Upper Year Holdings Limited Amount:USD 1,163,454 thousand (equivalent NTD 32,355,657 thousand) Shareholding percentage:100% restriction of rights:None Parent:Upper Year Holding Limited Subsidiary:Optera TPK Holding Pte. Ltd. Amount:USD 64,410 thousand (equivalent NTD 1,791,242 thousand) Shareholding percentage: 100% restriction of rights:None 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:2.72%,6.59%,NTD 25,847,833 thousand 14.Broker and broker's fee:NA 15.Concrete purpose or use of the acquisition or disposal: Organization restructuring. 16.Any dissenting opinions of directors to the present transaction:No 17.Whether the counterparty of the current transaction is a related party:yes 18.Date of the board of directors resolution:2021/11/09 19.Date of ratification by supervisors or approval by the Audit Committee:2021/11/09 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No 21.Name of the CPA firm:Crowe (TW) CPAs 22.Name of the CPA:CHEN ZHAO-HUI 23.Practice certificate number of the CPA:No.4361 24.Whether the transaction involved in change of business model:NA 25.Details on change of business model:NA 26.Details on transactions with the counterparty for the past year and the expected coming year:NA 27.Source of funds:Share swap 28.Any other matters that need to be specified:None