TCC - Taiwan Cement Corporation

06/21/2022 | Press release | Distributed by Public on 06/21/2022 06:45

Announce on behalf of subsidiary, TCC Recycle Energy Technology, of BOD resolution to invest in E-One Moli Energy, invest in Molie Quantum Energy

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Provided by: Taiwan Cement Corp.
SEQ_NO 3 Date of announcement 2022/06/21 Time of announcement 20:35:29
Subject
 Announce on behalf of subsidiary, TCC Recycle Energy
Technology, of BOD resolution to invest in E-One Moli
Energy, invest in Molie Quantum Energy
Date of events 2022/06/21 To which item it meets paragraph 20
Statement
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.):
E-One Moli Energy Corp.'s (E-One Moli Energy) common shares
100% owned sub.: Molie Quantum Energy Corp.'s (Molie Quantum Energy,
tentative name) common shares
2.Date of occurrence of the event:2022/06/21
3.Amount, unit price, and total monetary amount of the transaction:
(1)TCC Recycle Energy Technology Company (TCC Recycle Energy) to acquire
common shares of E-One Moli Energy:
  Common shares:1,200,000,000
  Unit price:NT$10/share
  Total monetary amount of the transaction: NT$12 billion
(2)E-One Moli Energy to acquire common shares of Molie Quantum Energy:
  Common shares:1,200,000,000
  Unit price:NT$10/share
  Total monetary amount of the transaction: NT$12 billion
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):
 E-One Moli Energy is 100% owned by TCC Recycle Energy
 Molie Quantum Energy is 100% owned by E-One Moli Energy
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:N/A
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:N/A
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):N/A
8.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
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions: TCC Recycle Energy plans to begin capital increase
 (NT$12 billion) plan according to regulations as the fund to invest
 in Molie Quantum Energy through E-One Moli Energy
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
TCC Recycle Energy and E-One Moli Energy's BOD resolutions
11.Net worth per share of the Company's underlying securities acquired or
disposed of:N/A
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
(1)TCC Recycle Energy's investment in E-One Moli Energy is as below
Cumulative no.of shares held (including the current transaction):
2,766,310,703 shares
Cumulative monetary amount of shares held: NT$ 27,683,427,000
Shareholding percentage: 100%
Status of any restriction of rights: none
(2)E-One Moli Energy 's investment in Molie Quantum Energy is as below
Cumulative no.of shares held (including the current transaction):
2,200,100,000 shares
Cumulative monetary amount of shares held: NT$ 22,001,000,000
Shareholding percentage: 100%
Status of any 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:
(1)TCC Recycle Energy is as below
Current ratio of securities investment to the total assets: 7.60%
Current ratio of securities investment to the total equity attributable
to owners of the parent: 13.25%
Current ratio to the working capital as shown in the most recent financial
statement as of the present: NT$-1,234,285,000
(2)E-One Moli Energy is as below
Current ratio of securities investment to the total assets: 6.29%
Current ratio of securities investment to the total equity attributable
to owners of the parent: 10.95%
Current ratio to the working capital as shown in the most recent financial
statement as of the present: NT$-1,234,285,000
14.Broker and broker's fee:N/A
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:2022/06/21
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/06/21
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:N/A
21.Name of the CPA firm:N/A
22.Name of the CPA:N/A
23.Practice certificate number of the CPA:N/A
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:N/A
26.Details on transactions with the counterparty for the past year and the
expected coming year:N/A
27.Source of funds:through capital increase
28.Any other matters that need to be specified:Total investment cost of
 NT$12 billion for obtaining shares of Molie Quantum Energy will be
 funded through capital increase of TCC Recycle Energy.