Yungtay Engineering : Announcement that the Board of Directors of the Company has passed the organizational adjustment proposal

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Provided by: YUNGTAY ENGINEERING CO., LTD.
SEQ_NO	1	Date of announcement	2022/02/11	Time of announcement	21:15:17
Subject	Announcement that the Board of Directors of the Company has passed the organizational adjustment proposal
Date of events	2022/02/11	To which item it meets	paragraph 20
Statement	1.Date of occurrence of the event:2022/02/11 2.Method of the current increase (decrease) in investment: The board of directors of the company passed a resolution to acquire the subsidiaries of the subsidiary "Yungtay Elevator Equipment (China) Co." "Yungtay Elevator Equipment(Sichuan)Co.", "Yungtay Elevator Equipment(Tianjin)Co." "Yungtay Elevator Equipment(Vietnam)Co." the entire equity . 3.Amount, unit price, and total monetary amount of the transaction: Number of transaction units: 100% equity of (1)Yungtay Elevator Equipment(Sichuan)Co. (2)Yungtay Elevator Equipment(Tianjin)Co. (3)Yungtay Elevator Equipment(Vietnam)Co. Price per unit: N/A Total transaction amount: (1)Yungtay Elevator Equipment(Sichuan)Co.: RMB 113,131-144,085 thousand (2)Yungtay Elevator Equipment(Tianjin)Co.:RMB 384,471-446,696 thousand (3)Yungtay Elevator Equipment(Vietnam)Co.:RMB 8,121-8,125 thousand 4.Company name of the mainland Chinese investee: (1)Yungtay Elevator Equipment(Sichuan)Co. (2)Yungtay Elevator Equipment(Tianjin)Co. (3)Yungtay Elevator Equipment(Vietnam)Co. 5.Paid-in capital of aforementioned mainland Chinese investee: (1)Yungtay Elevator Equipment(Sichuan)Co.: RMB 152,000 thousand (2)Yungtay Elevator Equipment(Tianjin)Co.: RMB 200,000 thousand (3)Yungtay Elevator Equipment(Vietnam)Co.: USD 800 thousand 6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee:None. 7.Main businesses of the aforementioned mainland Chinese investee: (1) Yungtay Elevator Equipment(Sichuan)Co.: production and sales of various elevators, installation, repair, maintenance and other services. (2) Yungtay Elevator Equipment(Tianjin)Co.: production and sales of various elevators, installation, repair, maintenance and other services. (3)Yungtay Elevator Equipment(Vietnam)Co.: sales of various elevators, installation, maintenance and other services. 8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee:unqualified opinion 9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements: (1) Yungtay Elevator Equipment(Sichuan)Co.: RMB 112,609 thousand (2) Yungtay Elevator Equipment(Tianjin)Co.: RMB 380,334 thousand (3) Yungtay Elevator Equipment(Vietnam)Co.: RMB 6,278 thousand 10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements: (1) Yungtay Elevator Equipment(Sichuan)Co.: RMB 3,256 thousand (2) Yungtay Elevator Equipment(Tianjin)Co.: RMB 10,672 thousand (3) Yungtay Elevator Equipment(Vietnam)Co.: RMB -1,726 thousand 11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment: Estimated amount range: NT$2,215,067-2,623,213 thousand. 12.Trading counterparty and its relationship with the Company: Transaction counterparty: Yungtay Elevator Equipment (China) Co. Relationship with the company: a subsidiary indirectly 100% owned by the company. 13.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 for selecting the related person as the transaction object: The transaction object is an indirect 100% subsidiary of the company. In order to coordinate with the internal organizational structure adjustment and management considerations of the group, it is planned to acquire three subsidiaries of "Yungtay Elevator Equipment (China) Co., Ltd." (1) Yungtay Elevator Equipment(Sichuan)Co. (2) Yungtay Elevator Equipment(Tianjin)Co. and (3) Yungtay Elevator Equipment(Vietnam)Co. All equity. The owner of the previous transfer, the relationship between the owner of the previous transfer and the company and the counterparty of the transaction, the date of the previous transfer and the amount of the transfer: Not applicable 14.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:None. 15.Profit (or loss) upon disposal:@None. 16.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: The equity transfer shall be carried out after obtaining the permission of the relevant competent authority. 17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit: The decision method of this transaction and the reference basis for the price decision: The transaction price is determined with reference to the asset appraisal report on November 30, 2021 as the base date and the price rationality opinion issued by CPA Jin Lixin. 18.Broker:NA 19.Concrete purpose of the acquisition or disposal: Carry out the adjustment of the internal organizational structure of the group 20.Any dissenting opinions of directors to the present transaction:None 21.Whether the counterparty of the current transaction is a related party: Yes. 22.Date of the board of directors resolution:2022/02/11 23.Date of ratification by supervisors or approval by the Audit Committee:2022/02/11 24.Total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment: Estimated amount range: NT$2,508,275-2,916,421 thousand 25.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the paid-in capital on the latest financial statements: Expected ratio range: 61.05%-70.99% 26.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the total assets on the latest financial statements: Expected ratio range: 16.04%-18.65% 27.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to equity attributable to owners of the parent on the latest financial statements:Expected ratio range: 21.54%-25.04% 28.Total amount of actual investment in mainland China, up to the present moment:Estimated amount range: NT$2,337,046-2,745,192 thousand 29.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the paid-in capital on the latest financial statements:Expected ratio range: 56.89%-66.82% 30.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the total assets on the latest financial statements:Expected ratio range: 14.94%-17.55% 31.Ratio of the total amount of actual investment in mainland China, up to the present moment, to equity attributable to owners of the parent on the latest financial statements:Expected ratio range: 20.07%-23.57% 32.Amount of recognized profit (loss) on investment in mainland China for the last three years:NT$348,940 thousand was lost. 33.Amount of profit remitted back to Taiwan for the last three years:NT$318,511 thousand 34.Whether the CPA issued an unreasonable opinion regarding the current transaction:No 35.Name of the CPA firm:Shanghai Essence Certified Public Accountants Co., Ltd. 36.Name of the CPA:Jin Lixin 37.Practice certificate number of the CPA:NA 38.Any other matters that need to be specified: The RMB exchange rate is calculated at 4.38.