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.):
The Company intends to acquire 100% equity interests in seven special purpose
vehicles, including Nelpus Investments Limited (including its subsidiary
Milehigh Investments Holding Limited), MCD II Investments Limited, Kasos
Global Investments Limited, Banded Agate Limited, ACIT Limited, and Yuanda
Advisory Limited — which in aggregate hold 23.83% equity interest of ITH
Corporation (hereinafter referred to as ”Ilitek”)
2.Date of occurrence of the event: 2025/11/06
3.Date of the board of directors resolution: 2025/11/06
4.Other approval date: N.A.
5.Amount, unit price, and total monetary amount of the transaction:
Total number of units: 117,321,875 shares
Unit price: NTD 49.5 per share
Total amount: NTD 5,807,432,813, equivalent to US$187,730,170.11
6.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):
Buyer is TPK Holding Co., Ltd., the Company. Sellers are
Preeminent Investments Holding Limited, MCD I Investments Limited,
Pyrope Holdings Limited, ACPF D Limited, and CHEN, CHU-WAN.
Selllers have no relationship with the Company.
7.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: N.A.
8.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.
9.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): N.A.
10.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition): N.A.
11.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
The transaction will be carried out in accordance with the terms and
conditions of the agreement.
12.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:
The transaction price was determined with reference to the fairness opinion
issued by an independent expert, and was approved by the Company’s Board of
Directors.
13.Net worth per share of the Company's underlying securities acquired or
disposed of: NTD 39.46
14.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 number of units: 117,321,875 shares
Cumulative amount: NTD 5,807,432,813, equivalent to US$187,730,170.11
Cumulative shareholding percentage:23.83%
Half of the accumulated shares acquired in this transaction have been
deposited with Taiwan Depository & Clearing Corporation and are expected
to be released from central custody on November 26, 2025.
15.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:
Current ratio of securities investment to the total assets: N.A. (The Company
does not issue standalone financial statement); current ratio of securities
investment to equity attributable to owners of the parent: 147.67%; working
capital: NA (The Company does not issue standalone financial statement)
16.Broker and broker's fee: NA
17.Concrete purpose or use of the acquisition or disposal:
The Company intend to indirectly acquired a total of 23.83% equity interest
in Ilitek to enter the semiconductor industry and strengthen the Group's
diversification strategy.
18.Any dissenting opinions of directors to the present transaction: No
19.Whether the counterparty of the current transaction is
a related party: N.A.
20.Date of ratification by supervisors or approval by
the Audit Committee: 2025/11/06
21.Whether the CPA issued an unreasonable opinion regarding the current
transaction: No
22.Name of the CPA firm: Crowe(TW) CPAs
23.Name of the CPA: CHIU, CHI-SHENG
24.Practice certificate number of the CPA: 10200032833
25.Whether the transaction involved in change of business model: No
26.Details on change of business model: N.A.
27.Details on transactions with the counterparty for the past year and the
expected coming year: NA
28.Source of funds: Self-funding
29.Date on which material information regarding the same event
has been previously released: NA
30.Any other matters that need to be specified:
NTD 1 = USD 30.935
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