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.):
Optera TPK Holding Pte. Ltd. increase capital of
Upper Year Holdings Limited as result of investment equity of
TPK Touch Solutions (Xiamen) Limited to share swap
2.Date of occurrence of the event:2022/11/04
3.Amount, unit price, and total monetary amount of the transaction:
Amount & unit price:1,079,786 thousand shares
Total monetary amount:USD 1,079,786 thousand
(equivalent NTD 34,785,304 thousand)
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):
Counterparty:Optera TPK Holding Pte. Ltd. &
TPK Touch Solutions (Xiamen) Limited
Relationship:100% owned by TPK Holding Co., Ltd.
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:
Reason:Organization restructuring.
Previous transfer:None
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:
Terms:Share swap
Restrictive covenants, 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:
Approved by BOD of TPK Holding Co., Ltd. on 2022/11/04
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:
Parent:Upper Year Holdings Limited
Subsidiary: Optera TPK Holding Pte. Ltd.
Amount: USD 1,145,938 thousand (equivalent NTD 36,916,379 thousand)
Shareholding percentage: 100%
Restriction rights:None
Parent: Optera TPK Holding Pte. Ltd.
Subsidiary:TPK Touch Solutions (Xiamen) Limited
Amount: USD 1,147,158 thousand (equivalent NTD 36,955,700 thousand)
Shareholding percentage: 84.11%
Restriction 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:52.88%,137.49%,NTD 33,210,449 thousand
14.Broker and broker's fee:NA
15.Concrete purpose or use of the acquisition or disposal:
Organization restructuring.
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2022/11/04
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/11/04
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:Crowe (TW) CPAs
22.Name of the CPA:CHEN ZHAO-HUI
23.Practice certificate number of the CPA:No.4361
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:NA
28.Any other matters that need to be specified:None
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