Announcement on behalf of subsidiary, CHIA-LIEN CABLE TV CORP.approved to acquire Te-Chun Co., Ltd. shares

 Announcement on behalf of subsidiary,
CHIA-LIEN CABLE TV CORP.approved to acquire
Te-Chun Co., Ltd. shares

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.):Te-Chun Co., Ltd. ordinary shares
2.Date of occurrence of the event:2022/05/09~2022/05/09
3.Amount, unit price, and total monetary amount of the transaction:
Amount:4,200,000 shares
unit price:The proposed consideration per share will be the book value
per share of Te-Chun Co., Ltd. which is held by the Company at the end of
the month before the settlement date.
total monetary amount:The trading price is around NTD406,560 thousand
(calculated based on the book value per share of Te-Chun Co., Ltd. held by
Taiwan Optical Platform Co.,Ltd. on the end of December 2021 at NTD96.8 per
share).
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):
Taiwan Optical Platform Co., Ltd.
Parent, Taiwan Optical Platform Co.,Ltd. is holding 98.94%
shares of the Company.
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:
(i)the trading counterparty is a related party:cooperate with business plan
(ii)its relationship with the Company and the trading counterparty,
and the previous date and monetary amount of transfer:
On 2019/12/2, Taiwan Optical Platform Co.,Ltd. acquired 100% interest
of Kai-yueh Co., Ltd.with consideration of NTD7,543,766 thousand .
At the time,the Chairman of Taiwan Optical Platform Co.,Ltd.
is also the Chairmanof Kai-yueh Co., Ltd..The counterparty is the parent
of the Company,whose Chairman is also the Chairman of Kai-yueh Co., Ltd..
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:
top On the 2019/12/02, the Kai-yueh Co., Ltd. acquired 100% interest of
Te-Chun Co., Ltd. with consideration of NTD 7,543,766 thousand.
At the time of the transaction, top Company's Chairman is also the Chairman
of Kai-yueh Co., Ltd. The counterparty is the parent of the Company,
whose Chairman is also the Chairman of Kai-yueh Co., Ltd.
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:
The transaction is subject to the terms provided by the Sale and Purchase
Agreement, and the transaction parties should obtain approval from the
National Communications Commission (NCC).
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:
the reference basis:The Company has appointed an accountant to review
and issue a fairness opinion on the transaction price.
the decision-making unit:Board of Directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT18.15
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:
shares held (including the current transaction), amount:4,200,000 shares
shares held (including the current transaction), monetary amount:NTD 406,560
thousand
shareholding percentage:5.6%
status of any restriction of rights:YES
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 the total assets: 60.28%
Ratio to shareholders' equity of the parent company: 75.03%
Amount of operating capital: NTD$415,397 thousand.
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
cooperate with business plan
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:2022/05/09
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:Solomon & co.,CPAs Firm
22.Name of the CPA:Chien-Meng, Wu accountant
23.Practice certificate number of the CPA:
Commission Certificate No.1040052197
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:self funding
28.Any other matters that need to be specified:NA