Gamania Digital Entertainment Co. Ltd.

05/02/2024 | Press release | Distributed by Public on 05/02/2024 05:27

Announcement the resolution by the Company’s Board of Directors to sell equity of Gash Point Co., Ltd.

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Provided by: GAMANIA DIGITAL ENTERTAINMENT CO.,LTD.
SEQ_NO 4 Date of announcement 2024/05/02 Time of announcement 19:27:12
Subject
 Announcement the resolution by the Company's Board of
Directors to sell equity of Gash Point Co., Ltd.
Date of events 2024/05/02 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.):Gash Point Co., Ltd. common shares
2.Date of occurrence of the event:2024/05/02
3.Volume, unit price, and total monetary amount of the transaction:
Volume:2,400 thousand shares
Unit price:NT$266.67
Total monetary amount:NT$640,000 thousand
4.Trading counterparty and its relationship to 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):
Wanin International Co., Ltd.,  is a related party 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 value of transfer:
Increase the business cooperation with Wanin International Co., Ltd.,
Previous trading:None
6.Where an owner of the underlying assets within the past
 five years has been an 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 to 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) (where originally
deferred, the status of recognition shall be listed and
 explained):
As Gamania has control over Gash, there is no profit or loss in
this transaction.If Company doesn't have control  over Gash in the
future,the profits and losses from disposal will be recorded in
accordance with accounting principles and then disclosed.
9.Terms of delivery or payment (including payment period
and monetary value), restrictive covenants in the contract,
 and other important terms and conditions:
In accordance with regulations of the contract
10.The manner in which the current transaction was
decided, the reference basis for the decision on price,
and the decision-making unit:
Decision making process and pricing:The price was decided by mutual consent
and accountant's fairness opinion letter
Decision making unit:Board of Directors
11.Net worth per share of the Company's underlying securities
acquired or disposed of:35.25
12.Cumulative no.of shares held (including the current
transaction), their monetary value, shareholding percentage,
 and status of any restriction of rights (e.g., pledges),
 as of the present moment:
Cumulative no. of shares held:13,500 thousand shares
Monetary value:NT$169,000 thousand
Shareholding percentage:90%
Status of any restriction of rights: None
13.Ratio of securities investment (including the current
 transaction) to the total assets and shareholder's equity
 of the parent company on the latest financial statements,
 and the operating capital on the latest financial statements,
 as of the present moment:
Ratio to the total assets:2.13%
Ratio to shareholders' equity of the parent company:2.91%
Amount of operating capital:NT$46,476 thousand
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
Consider Gash's overall business development
16.Whether the directors expressed any objection to the current
 transaction:None
17.Whether the counterparty of the current transaction
is a related party:Yes
18.Date of the Board of Directors' resolution:2024/05/02
19.Date of ratification by supervisors or approval by
the Audit Committee:2024/05/02
20.Whether the CPA issued an opinion on the unreasonableness
 regarding the current transaction:No
21.Name of the CPA firm:Yangtze CPAs and Co.
22.Name of the CPA:Hu, Hsiang-Ning
23.License no.of the CPA:Taichung 0191
24.Any other matters that need to be specified:
GASH plans to carry out a cash capital increase to introduce strategic
investors.At that time, based on the actual situation, the Company will
decide through the board of directors whether to exercise its preemptive
rights in this capital increase as an original shareholder. If the
Company does not exercise the preemptive rights,its shareholding in GASH
is expected to decrease from 74% to below 50% after the completion of
the capital increase.