Subsidiary obtaining shares and Fund
No:1
Subject: Subsidiary HonYuan International Investments Co., Ltd. obtaining PowerX Semiconductor Corporation shares
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.): PowerX Semiconductor Corporation；common shares
2.Date of occurrence of the event:2023/05/08~2024/03/13
3.Amount, unit price, and total monetary amount of the transaction:
Transaction quantity: no more than 340,560,000 shares
Price per unit: average approximately NT$2.05
Total transaction amount: no more than NT$696,960,000
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):Cash investment is not applied; parent and subsidiary companies
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:Cash increase;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: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:
Subscription is by way of cash capital increase; According to the current
issuance price per share approved by the board of directors resolution on
March 13, 2024;According to authorization of the Company and Directors agree
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 no. of shares held:no more than340,560,000 shares
Cumulative monetary amount held:no more thanNTD 696,960,000
Shareholding percentage:no more than 99%
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:0.10%, ratio to shareholder's equity:0.24%
Operating Capital:NTD-183,067,522,000
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:Long Term Investment
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is a related party:Yes
18.Date of the board of directors resolution:2024/03/13
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:No
21.Name of the CPA firm:VISION INTERNATIONAL C.P.A. FIRM
22.Name of the CPA: DANNY WU CPA
23.Practice certificate number of the CPA: Financial-Supervisory-Securities-Corporate-4510
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:None
27.Source of funds:private capital
28.Any other matters that need to be specified:None
No:2
Subject:Subsidiary FUTAIHUA INDUSTRIAL (SHENZHEN) CO., LTD ,investment Albamen Foxpower New Energy（Shenzhen）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.):Albamen Foxpower New Energy （Shenzhen）Co., Ltd shares
2.Date of occurrence of the event:2024/03/13~2024/03/13
3.Amount, unit price, and total monetary amount of the transaction:
Total transaction amount:RMB 1,000,000,000
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):Newly established 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:According to the private equity contract agreement
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:Board of director
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:RMB 1,000,000,000
Shareholding percentage:50%
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:0.2727%;
Ratio to owners'equity:0.6533%;
Operating Capital:NTD-183,067,522,000
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:Long Term Investment
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:NA
21.Name of the CPA firm:NA
22.Name of the CPA:NA
23.Practice certificate number of the CPA:NA
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
No:3
Subject:Subsidiary FUTAIHUA INDUSTRIAL (SHENZHEN) CO.,LTD ,investment Albamen Green Infrastructure Fund II (Feeder) LLP
Contents:
1.Name and nature of the underlying security (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield):Albamen Green Infrastructure Fund II (Feeder) LLP；Private Equity Fund
2.Date of occurrence of the event:2024/03/13
3.No., unit price, and monetary amount of the transaction:No more than RMB 500 million
4.Counterparty to the trade and its relationship to the company (if the trading counterparty is a natural person and not a related party of the company, its name is not required to be disclosed):The newly established fund is not applicable; None
5.Where the counterparty to the trade is a related party, an announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, including its relationship with the company and the trading counterparty, the price of the ownership transfer, and date of transfer:Na
6.Where the owner of the underlying securities within the past five years has been a related party of the company, an announcement shall also include the dates and prices of acquisition and disposal by the related party and its relationship with the company at the time:Na
7.Matters related to the creditor's rights currently being disposed of (including type of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights over a related party, the name of the related party and the book amount of such creditor's rights currently being disposed of must also be announced):Na
8.Profit (or loss) from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):Na
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:According to the private equity contract agreement
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:Board of director
11.Net worth per share of company of the underlying securities acquired or disposed of:Na
12.The discrepancy between the reference price of private placement company and the transaction amount per share is 20 percent or more:Na
13.Current cumulative no., amount, and shareholding ratio of the securities being traded (including the current transaction) as of the date of occurrence and status of any restriction of rights (e.g.,pledges):No more than RMB 500 million;Na ;None
14.Privately placed securities (including the current transaction) as a percentage of total assets of the company and shareholder's equity of the parent company on the latest financial statements, and the operating capital on the latest financial statements as of the date of occurrence:
Ratio to total assets:0.1208%, ratio to shareholder's equity:0.2896%
Operating Capital:NTD-183,067,522,000
15.Broker and broker's fee:None
16.Concrete purpose or use of the acquisition or disposition:Long-term investment
17.Whether the directors expressed any objection to the present transaction:Na
18.Whether the trading counterparty is a related party:No
19.Date of approval by board of directors:NA
20.Recognition date by supervisors or approval date by audit committee:NA
21.Whether the CPA issued an opinion on the unreasonableness of the current transaction:Na
22.Name of the CPA firm:Na
23.Name of the CPA:Na
24.License no.of the CPA:Na
25.Any other matters that need to be specified:None
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