Ko Ja Cayman Co. Ltd.

08/05/2022 | Press release | Distributed by Public on 08/05/2022 02:07

Supplementary Announcement of June 28,2022 of equity acquisition on behalf of CHONGQING JIAJUN ELECTRONIC LIMITED, a subsidiary of KOJA.

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Provided by: KO JA (CAYMAN) CO., LTD.
SEQ_NO 4 Date of announcement 2022/08/05 Time of announcement 15:57:53
Subject
 Supplementary Announcement of June 28,2022 of equity
acquisition on behalf of CHONGQING JIAJUN ELECTRONIC
LIMITED, a subsidiary of KOJA.
Date of events 2022/08/05 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.):Chongqing Ruiford Fine Chemical Technology Co., Ltd
2.Date of occurrence of the event:2022/08/05
3.Amount, unit price, and total monetary amount of the transaction:
About 51.3% shares;
Total amount equals CNY 30,400,000
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):
(1)Mr. YinZhenqi
(2)Not a related party.
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:NA
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:
these terms and covenants will be determined in the equity transfer agreement
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:
(1)Transaction price was issued and evaluated by CPA Firm's audited opinion
based on the latest audited financial statement and 2022/04/30 accountants
due diligence to report net equity plus Redford's goodwill
(2)The decision making unit:Board of Directors.
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:
ownership percentage: 51.3%
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)Current ratio of securities investment to the total assets:31.05%
(2)Equity attributable to the owners of the parent:47.20%
(3)Working capital:NT$2,346,237 thousand
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
enter the hydrophobe business and silver paste OEM business
in mainland China
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is
a related party:NO
18.Date of the board of directors resolution:2022/06/28
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/06/28
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:NA
21.Name of the CPA firm:Crowe Horwath(TW) CPA Firm
22.Name of the CPA:Mengta Wu
23.Practice certificate number of the CPA:
Taiwan Financial Certificate No.3622
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:
The equity contract was signed on 2022/08/05, so the original
announcement was revised to obtain the equity ratio and Trading counterparty.
The shareholding ratio was updated to 51.3%;
Trading counterparty was updated from Mr. YinZhenqi and Mr. FangYinhe
to Mr. YinZhenqi