Subsidiary Fuyu (Huai'an) acquire equity
Subject: Announcement on behalf of subsidiary Fuyu Electronical Technology (Huai'an) Co., Ltd. to acquire equity of China Cloud Elector Optics Technology Co., Ltd.
Contents:
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.): Equity of China Cloud Elector Optics Technology Co., Ltd.
2.Date of occurrence of the event:2024/08/05
3.Amount, unit price, and total monetary amount of the transaction:
RMB220,683,102.5
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):
Counterparties: Zibo Yingcai Investment Partnership Enterprise (Limited
Partnership), Non-affiliated person.
Relationship with the Company: None
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: Na
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:
(a)Transferee shall pay 90 % of the purchase price, after deduction of the deposit, i.e. RMB 165,614,792.24 to the Transferor on the Closing Date
(b)Transferee shall pay to the Transferor the remaining 10% of the purchase price (subject to adjustment based on financial statements) within 10 business days after the written confirmation of the Financial Statements.
The remaining amount = the purchase price*10% - (the short-term and long-term debt of the target company on the delivery date - the cash and cash equivalents of the target company on the delivery date) *70%; however, the remaining amount shall not exceed the purchase price*10%.
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:
Manner of deciding on: Negotiation
Reference basis for transaction price: Market situation
Decision-making unit: Approval from the Board of Directors
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:
Cumulative monetary amount held: RMB220,683,102.5
Shareholding percentage:70%
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:
Ratio to total assets:0.03% ;
Ratio to owners'equity:0.60% ;
Operating Capital: NTD-241,579,390,000
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
Corporate strategy and operational needs
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: NA
19.Date of ratification by supervisors or approval by the Audit Committee: NA
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: None
21.Name of the CPA firm: ATAX Accounting Firm
22.Name of the CPA: Danny Cheng
23.Practice certificate number of the CPA: Financial-Supervisory-Securities-corporate-5720
24.Whether the transaction involved in change of business model: No
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: private capital
28.Any other matters that need to be specified: None
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