Last checked at 26 Sep 2023 10:07
Subject:(Supplemental)-Acer's board passed a resolution to subscribe the new shares issued by C-LIFE for its capital increase in cash
Date of events:2023/08/03
Contents:
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.):
Common shares of C-LIFE TECHNOLOGIES, INC. ("C-LIFE")
2.Date of occurrence of the event:2023/08/03
3.Amount, unit price, and total monetary amount of the transaction:
(1) Number of Shares: 11,000,000 shares
(2) Price per share: NT$30
(3) Total Amount: NT$330M
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): C-LIFE is not the Company' 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: Not Applicable.
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:
Not Applicable.
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): Not Applicable.
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Not Applicable.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
(1) Terms of Payment: A Cash Lump-Sum Payment prior to the payment due date.
(2) Restrictive covenants in the contract, and other important stipulations: none
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) The manner and unit of the decision-making: This transaction is approved by the Company's Investment Committee, Audit Committee and the Board of Directors Meeting.
(2) The reference basis for the decision on price: Based on the price resolved by C-LIFE's shareholders' meeting and board of directors' meeting, and the independent expert opinion on the reasonableness issued by the Company's engaged CPA.
(3) The decision-making unit: The Company's Board of Directors.
11.Net worth per share of the Company's underlying securities acquired or disposed of: NT$ 7.91
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:
(1) Cumulative volume: 11,000,000 shares
(2) Cumulative amount: NT$330M
(3) Holding ratio: around 11.379%
(4) Restriction of rights: None
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
(1) Current ratio to the total assets: 61.82%
(2) Current ratio to the shareholder's equity: 120.36%
(3) Operating capital: NT$-9,618,730thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: Expanding foothold in energy storage industry
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: 2023/08/03
19.Date of ratification by supervisors or approval by the Audit Committee: 2023/08/03
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: No
21.Name of the CPA firm: EVERTRUST CPA FIRM
22.Name of the CPA: Paul Lin
23.Practice certificate number of the CPA: Taipei Province CPA No. 3875.
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: None
26.Details on transactions with the counterparty for the past year and the expected coming year: N/A
27.Source of funds: N/A
28.Any other matters that need to be specified: Supplementary Announcement of August 3rd, 2023