Announcement

No. 2 Date 2020/05/08 Time 19:11:02
Spokesman   Job title   Phone  
Conformity with the provisions paragraph 20 Occurrence date 2020-05-08
Subject THC Board of Directors approved adjustment of Cash Capital Increase of Hon Chuan (China) Holdings Co., Ltd.(Revision of 2019/6/18 announcement)
Explanation

1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):
Through Hon Chuan Holding Limited (100% holding shares subsidiary), THC plans to increase cash capital to the subsidiary Hon Chuan (China) Holdings Co., Ltd. Current shareholding ratio is 94.17%, which estimated to increase to 96.47%. (96.236% after adjustment)

 

2.Date of occurrence of the event:2020/05/0

 

3.Volume, unit price, and total monetary amount of the transaction:
Before adjustment:
Hon Chuan Holding Limited, Hon Chuan (China) Holdings Co., Ltd.
Volume:Around 77,519 thousand shares
Unit price:US$ 1.29 per share
Total monetary amount of the transaction:US$ 100,000,000.20 (NTD$ 3,152,300 thousand)


After adjustment:
Hon Chuan Holding Limited, Hon Chuan (China) Holdings Co., Ltd.
Volume:Around 65,120 thousand shares
Unit price:US$ 1.29 per share
Total monetary amount of the transaction:US$ 84,004,800 (NTD$ 2,509,307 thousand)

 

4.Counterparty to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
Hon Chuan Holding Limited:A subsidiary which THC directly holds 100% shares
Hon Chuan (China) Holdings Co., Ltd.:A subsidiary which THC indirectly holds 94.17% shares

 

5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:N/A

 

6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times:N/A

 

7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A

 

8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):N/A

 

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Terms of delivery or payment:Partial payment Restrictive covenants in the contract, and other important stipulations:N/A

 

10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
The manner in which the current transaction was decided:
The board of directors approved capital increase of the subsidiaries
The reference basis for the decision on price:
Report of the reasonableness of price by the CPA The decision-making department:The board of directors

 

11.Net worth per share of the underlying securities acquired or disposed of:N/A

 

12.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
Hon Chuan Holding Limited
Volume:Around 531,390 thousand shares
Amount:NTD$ 15,873,139 thousand
Shareholding percentage:100.00%
Status of any restriction of rights:N/A


Hon Chuan (China) Holdings Co., Ltd.
Volume:Around 176,922 thousand shares
Amount:NTD$ 6,412,431 thousand
Shareholding percentage:96.236%
Status of any restriction of rights:N/A

 

13.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
Hon Chuan Holding Limited
Amount of long or short term securities investment(including the current trade): NTD$ 15,873,139 thousand
Current ratio to the total assets as shown in the most recent financial statement: 61.81%
Current ratio to the shareholder's equity as shown in the most recent financial statement: 122.65%
The operating capital as shown in the most recent financial statement: NTD$ 2,252,731 thousand


Hon Chuan (China) Holdings Co., Ltd.
Amount of long or short term securities investment(including the current trade): NTD$ 6,412,431 thousand
Current ratio to the total assets as shown in the most recent financial statement: 24.97%
Current ratio to the shareholder's equity as shown in the most recent financial statement: 49.55%
The operating capital as shown in the most recent financial statement: NTD$ 2,252,731 thousand

 

14.Broker and broker's fee:N/A

 

15.Concrete purpose or use of the acquisition or disposal:
(1)Save the group's interest expenses
(2)Lower the endorsements and guarantees of Taiwan Hon Chuan Enterprise Co., Ltd.
(3)Simplify the financing activities in order to deal with the current Economic Substance Act in Cayman Islands

 

16.Do the directors have any objection to the present transaction?:No

 

17.Is it a related party transaction?:Yes

 

18.Date of the board of directors’resolution:2020/05/08

 

19.Date of the recognition of the supervisors or the board of independent directors’resolution:2020/05/08

 

20.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No

 

21.Name of the CPA firm:Sheng-Chieh CPA firm

 

22.Name of the certifying CPA:Tu, Sheng-Chieh

 

23.The practice certificate number of the CPA: Financial Supervisory Commission Certificate No.6591

 

24.Is it related to new business model?:No

 

25.Explanation of new business model:N/A

 

26.Transactions with the counterparty for the past one year and the next year:N/A

 

27.Source of funds:Bank loan

 

28.Any other matters that need to be specified:No