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Subsidiary Announcement on Disposal of Internal Group Company Equity to a Newly Established Entity Due to Investment Structure Adjustment

Announcements 2024/08/09

Subsidiary Announcement on Disposal of Internal Group Company Equity to a Newly Established Entity Due to Investment Structure Adjustment

To which item it meets--article 4 paragraph xx: 20

 
1.Date of occurrence of the event:2024/08/09
2.Method of the current increase (decrease) in investment:It is
proposed that the capital of Shanghai IntelliBrightPoint
Electronic be increased by contributing the equity of Winpoint
Electronics (Huaian),Sharpoint Technology (Qinhuangdao),
Sharpoint Technology, and cash.
3.Amount, unit price, and total monetary amount of the transaction:
The total transaction amount will not exceed RMB 175,000,000.
4.Company name of the mainland Chinese investee:
Shanghai IntelliBrightPoint Electronic Co., Ltd.
Sharpoint Technology (Qinhuangdao) Co., Ltd.
Sharpoint Technology (Shenzhen) Co., Ltd.
Sharpoint?Electronics(Huaian) Co.,Ltd
5.Paid-in capital of aforementioned mainland Chinese investee:
Shanghai IntelliBrightPoint:N/A
Sharpoint?Electronics(Huaian):USD 10,000,000
Sharpoint Technology (Qinhuangdao):USD 7,800,000
Sharpoint Technology (Shenzhen):USD 5,000,000
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee:The total transaction amount will not exceed
RMB 175,000,000.
7.Main businesses of the aforementioned mainland Chinese investee:
Shanghai IntelliBrightPoint:Sale of electronic products and electronic
components
Sharpoint?Electronics(Huaian):Drilling services
Sharpoint Technology (Qinhuangdao):Drilling services
Sharpoint Technology (Shenzhen):Drilling services
8.Type of CPA opinion in the latest annual financial statements of the
aforementioned mainland Chinese investee:
Shanghai IntelliBrightPoint:N/A
Sharpoint?Electronics(Huaian):No objections
Sharpoint Technology (Qinhuangdao):No objections
Sharpoint Technology (Shenzhen):No objections
9.Total equity of the aforementioned mainland Chinese investee in the latest
annual financial statements:Shanghai IntelliBrightPoint:
Shanghai IntelliBrightPoint:N/A
Sharpoint?Electronics(Huaian):TWD 317,068,000
Sharpoint Technology (Qinhuangdao):TWD 260,980,000
Sharpoint Technology (Shenzhen):TWD 72,008,000
10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements:Shanghai IntelliBrightPoint:N/A
Sharpoint?Electronics(Huaian):TWD 16,635,000
Sharpoint Technology (Qinhuangdao):TWD 16,860,000
Sharpoint Technology (Shenzhen):TWD 854,000
11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment:Shanghai IntelliBrightPoint:N/A
Sharpoint?Electronics(Huaian):USD 8,400,000
Sharpoint Technology (Qinhuangdao):USD 7,800,000
Sharpoint Technology (Shenzhen):USD 5,000,000
12.Trading counterparty and its relationship with the Company:
The above-mentioned companies are all 100% directly or indirectly owned
subsidiaries of our company.
13.Where the trading counterparty is a related party, announcement shall
also be made of the reason for choosing the related party as tradingcounterparty 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:N/A
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:N/A
15.Profit (or loss) upon disposal:N/A
16.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:N/A
17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
As approved by the Board of Directors, the transaction price is determined
based on the net asset value of the equity of the companies being disposed
of as a pricing reference.
18.Broker:N/A
19.Concrete purpose of the acquisition or disposal:Organizational
restructuring
20.Any dissenting opinions of directors to the present transaction:N/A
21.Whether the counterparty of the current transaction is a related party:YES
22.Date of the board of directors resolution:2024/08/09
23.Date of ratification by supervisors or approval by
the Audit Committee:NA
24.Total amount of investment in mainland China (including the current
investment) approved by the Investment Commission, up to the present moment:
USD 74,191,000
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:
171.34%
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:45.41%
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:56.24%
28.Total amount of actual investment in mainland China, up to the present
moment:USD71,105,000
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:164.21%
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:43.52%
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:53.90%
32.Amount of recognized profit (loss) on investment in mainland China for
the last three years:
Y2023 NTD 88,489,000
Y2022 NTD 251,996,000
Y2021 NTD 326,404,000
33.Amount of profit remitted back to Taiwan for the last
three years:
Y2023 NTD 579,226,000
Y2022 NTD 533,183,000
Y2021  N/A
34.Whether the CPA issued an unreasonable opinion regarding the current
transaction:N/A
35.Name of the CPA firm:Crowe (TW) CPAs
36.Name of the CPA:Wu CPA
37.Practice certificate number of the CPA:NO.3622
38.Any other matters that need to be specified:Our company, through its
subsidiaries, will apply to the regulatory authorities for investment in
the mainland China region within a limit of RMB 175,000,000. A supplementary
announcement will be made once the actual investment amount is determined.