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Catcher Technology Co. Ltd.

11/10/2021 | Press release | Distributed by Public on 11/10/2021 04:57

Announcement to sell 100% stake of Topo Technology (Suzhou) and Meeca Technology (Suzhou Industrial Park) on behalf of Lyra Int'l Co., Ltd. and Cygnus Int'l Co., Ltd.

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Provided by: CATCHER TECHNOLOGY CO., LTD.
SEQ_NO 2 Date of announcement 2021/11/10 Time of announcement 18:48:03
Subject
 Announcement to sell 100% stake of Topo Technology
(Suzhou) and Meeca Technology (Suzhou Industrial Park) on
behalf of Lyra Int'l Co., Ltd. and Cygnus Int'l Co., Ltd.
Date of events 2021/11/10 To which item it meets paragraph 20
Statement
1.Date of occurrence of the event:2021/11/10
2.Method of the current increase (decrease) in investment:
Lyra International Co., Ltd. and Cygnus International Co., Ltd. plan to
sell their 100% stake in Topo Technology (Suzhou) Co., Ltd.
and Meeca Technology (Suzhou Industrial Park) Co., Ltd. to
Suzhou Sin Ruei Sheng Co., Ltd. and Suzhou Sin Ruei Li Co., Ltd.,
respectively.
3.Amount, unit price, and total monetary amount of the transaction:
(1)Amount: 100% stake in both Topo Technology (Suzhou) Co., Ltd. and
Meeca Technology (Suzhou Industrial Park) Co., Ltd.
(2)Total monetary amount: RMB$ 1.27 billion(temporary)
4.Company name of the mainland Chinese investee:
Topo Technology (Suzhou) Co., Ltd.
and Meeca Technology (Suzhou Industrial Park) Co., Ltd.
5.Paid-in capital of aforementioned mainland Chinese investee:
(1)Topo Technology (Suzhou) Co., Ltd.: USD$ 10,010 thousand
(2)Meeca Technology (Suzhou Industrial Park) Co., Ltd.:USD$ 10,000 thousand
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee:None
7.Main businesses of the aforementioned mainland Chinese investee:
(1)Topo Technology (Suzhou) Co., Ltd.:Production, sales and
development of various alloys
(2)Meeca Technology (Suzhou Industrial Park) Co., Ltd.:Production,
sales and development of various alloys
8.Type of CPA opinion in the latest annual financial statements of the
aforementioned mainland Chinese investee:Unmodified Opinion
9.Total equity of the aforementioned mainland Chinese investee in the latest
annual financial statements:
(1)Topo Technology (Suzhou) Co., Ltd.: RMB$ 241,164 thousand
(2)Meeca Technology (Suzhou Industrial Park) Co., Ltd.:
   RMB$ 231,577 thousand
10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements:
(1)Net loss of Topo Technology (Suzhou) Co., Ltd.:
RMB$ 23,307 thousand
(2)Net loss of Meeca Technology (Suzhou Industrial Park) Co., Ltd.:
RMB$ 31,979 thousand
11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment:
(1)Topo Technology (Suzhou) Co., Ltd.:NT$ 278,779 thousand
(2)Meeca Technology (Suzhou Industrial Park) Co., Ltd.:
   NT$ 278,500 thousand
12.Trading counterparty and its relationship with the Company:
Suzhou Sin Ruei Sheng Co., Ltd. and Suzhou Sin Ruei Li Co., Ltd.;
Non-related party
13.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
14.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
15.Profit (or loss) upon disposal:
Catcher will make corresponding announcements in accordance
with applicable laws and regulations upon deal close.
16.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
Catcher will make corresponding announcements in accordance
with applicable laws and regulations upon deal close.
17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The transaction was decided based on the financial statements, business
operations, earnings, market value of peers, net worth and future
prospects of the aforementioned mainland Chinese investees, and
other factors, along with the opinions on the reasonableness of the price
issued by independent experts Prudential Cross-Strait Real Estate
Appraisers Firm and Weyong International CPAs & Co. After a comprehensive
assessment, both parties reached the agreement.
The decision-making unit:BOD
18.Broker:None
19.Concrete purpose of the acquisition or disposal:
For Catcher's future financial planning, long-term operational
development and strategic transformation.
20.Any dissenting opinions of directors to the present transaction:No
21.Whether the counterparty of the current transaction is a related party:
No
22.Date of the board of directors resolution:2021/11/10
23.Date of ratification by supervisors or approval by
the Audit Committee:2021/11/10
24.Total amount of investment in mainland China (including the current
investment) approved by the Investment Commission, up to the present moment:
NT$ 39,875,062 thousand
25.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to the paid-in capital on the latest financial statements:524%
26.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to the total assets on the latest financial statements:16%
27.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to equity attributable to owners of the parent on the latest
financial statements:26%
28.Total amount of actual investment in mainland China, up to the present
moment:NT$ 5,343,884 thousand
29.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to the paid-in capital on the latest financial
statements:70%
30.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to the total assets on the latest
financial statements:2%
31.Ratio of the total amount of actual investment in mainland China, up to
the present moment, to equity attributable to owners of the parent on the
latest financial statements:4%
32.Amount of recognized profit (loss) on investment in mainland China for
the last three years:
(1)Year 2020: NT$ 7,622,396 thousand
(2)Year 2019: NT$ 6,148,015 thousand
(3)Year 2018: NT$ 19,063,697 thousand
33.Amount of profit remitted back to Taiwan for the last
three years:
(1)Year 2020: NT$0
(2)Year 2019: NT$0
(3)Year 2018: NT$0
34.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
35.Name of the CPA firm:Weyong International CPAs & Co.
36.Name of the CPA:Hui-Fen, Lin
37.Practice certificate number of the CPA:CPA Associate Taichung No.501
38.Any other matters that need to be specified:
The trading counterparties of the deal are Suzhou Sin Ruei Sheng Co., Ltd.
and Suzhou Sin Ruei Li Co., Ltd. The surety of the aforementioned companies
are Suzhou Industrial Park Urban Reconstruction Development Co., Ltd.
(SIPURD)