Announcement to purchase Airoha’s shares from Gaintech in order to simplify the shareholding structure of Airoha

 Announcement to purchase Airoha��s shares from
Gaintech in order to simplify the shareholding structure
of Airoha

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.):Airoha Technology Corp. (��Airoha��); Ordinary shares
2.Date of occurrence of the event:2022/01/27
3.Amount, unit price, and total monetary amount of the transaction:
18,990,671 shares; USD1.48 per share; Total consideration: USD28,106,193.08
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):
Gaintech Co. Limited (��Gaintech��); indirectly wholly owned
subsidiary of MediaTek
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:
According to the announcement on behalf of subsidiaries
on July 27, 2021 that Airoha resolved to merge with
Airoha Technology (Cayman) Inc., the merger has been
completed on January 1, 2022. Gaintech, the indirectly wholly owned
subsidiary of MediaTek, obtained the newly issued shares of Airoha
as the consideration of merger. Now for the purpose of simplifying
the shareholding structure of Airoha, MediaTek resolved to
purchase Airoha��s shares from Gaintech.
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):
The transaction is for group reorganization and
shall not have impact on profit and loss of MediaTek group.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
The terms of payment of the transaction are provided
in the contract and will be followed.
The closing of the transaction will occur after completion of
related procedures.
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 transaction was approved by MediaTek��s
Board of Directors with reference to the price fairness
opinion issued by an independent CPA
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NTD92.25
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:
MediaTek: 65,541,894 shares; Approximately NTD9.58 billion; 63%; None
Gaintech: 22,886,194 shares; Approximately NTD2.54 billion; 22%; 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)MediaTek��s investment (including the transaction)
to the total assets of MediaTek: 66.91%
(2)MediaTek��s investment (including the transaction)
to equity attributable to owners of MediaTek: 79.65%
(3)Working Capital of MediaTek: NTD50,541,316,000
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
The group reorganization for the purpose of
simplifying the shareholding structure of Airoha
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:2022/01/27
19.Date of ratification by supervisors or approval by
the Audit Committee:2022/01/26
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:Lin, Chih-Lung, CPA
23.Practice certificate number of the CPA:
No. Jin-Guan-Cheng-Shen-10200032833
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:MediaTek��s own funds
28.Any other matters that need to be specified:No