Electrifying Acquisition: Zhongyu Electrical Industry Snaps Up 63.9 Million Shares from Chaoming Electrical Industry in 639 Million Yuan Deal
Important information announcements from the Public Information Observatory
(5871) On behalf of Chailease Dihe, Hedi and Zhongxin, a subsidiary of Chailease-KY, and its joint venture partner Zhongyu Electric, announced that it has received a cash capital increase from Chaoming Electric Co., Ltd.
1. Name and nature of the subject matter (if it is a special stock, the agreed issuance conditions of the special stock should be indicated, such as the dividend rate, etc.): Equity of Chaoming Electric Co., Ltd.
2. Incident date: 113/9/24~113/9/24
3. Transaction volume, price per unit and total transaction volume: Transaction volume 63,850,800 shares, NT$10 per share, total transaction volume NT$638,508,000
4. Transaction counterparty and its relationship with the company (If the transaction counterparty is a natural person and not a related person of the company, his name is exempted from disclosure):
Chaoming Electric Co., Ltd.; Zhongyu Electric Co., Ltd
5. If the transaction counterparty is a related party, the reasons for selecting the related party as the object of the transaction, the previous transfer owner, the relationship between the previous transfer owner, the company and the transaction counterparty, and the previous transfer date and transfer amount should be declared: N/A
6. If the owner of the subject matter of the transaction has been a related party to the company in the past five years, the related party should declare the date of acquisition and disposal, price and relationship with the company at the time of the transaction: Not applicable
7. Matters relating to the settlement of claims (including types of collateral attached to the settlement of claims, and if the settled claims are claims against related parties, the names of the related parties and the book amounts of related claims must be declared by the party for this settlement: Not applicable
8. Gain (or loss) on disposal (not applicable to those who received securities) (those originally deferred should list the recognition circumstances): Not applicable
9. TERMS OF DELIVERY OR PAYMENT (INCLUDING TIME AND AMOUNT OF PAYMENT), LIMITATIONS OF CONTRACT AND OTHER IMPORTANT AGREED MATTER: Payment in cash, NT$638,508,000
10. DECISION-MAKING METHODS, REFERENCE BASIS AND DECISION-MAKING UNITS FOR PRICE DETERMINATION OF THIS TRANSACTION:
Decision Procedure: Follow the procedures for acquiring or disposing of Zhongyu Electric Co., Ltd.’s assets.
Price Reference Basis: Chaoming Electric Co., Ltd.’s most recent financial statements audited and certified by accountants are used as a reference to evaluate its net price per share transaction value and also take into account its profitability and future development potential. consideration
Decision Making Unit: Board of Directors of Zhongyu Electric Co., Ltd.
11. Net price per share of target company acquiring or disposing of securities: 8.84 yuan
12. As of today, in this transaction (including this transaction):
Cumulative number of shares held: 87,250,800 shares
Investment amount (including this period): NT$880,068,000
Equity Ratio (including this period): 65%
Rights Restriction: None
13. Until now, the securities investments listed in paragraph 3 of the “Policy for Managing or Disposing of Assets Acquired by Publicly Offered Companies” (including this transaction) account for total assets in the company’s most recent financial statements and feature the total assets of the parent company’s owners in the most recent financial statements. Amount of equity and working capital (Note 2):
Ratio of investment in marketable securities to total assets in latest financial statement (including these transactions): 5.10%
Ratio of marketable securities investment (including these transactions) to shareholders’ equity in the most recent financial statement: 6.22%
Working Capital: NT$-20,376,516,881
14. Broker and Brokerage Fees: None
15. Specific purpose or use of acquisition or disposal: Long-term investment
16. Opinion of Directors who have expressed objection to this transaction: None
17. This transaction is a related party transaction: Yes
18. Date of adoption by the Board of Directors: September 24, 2013
19. Date of Accreditation by Supervisor or Audit Committee Approval: 24th September, 2013
20. The accountant has issued an unqualified opinion on this transaction: Not applicable
21. Name of Accounting Firm: Not applicable
22. Name of Accountant: Not applicable
23. Font size of accountant’s business certificate: Not applicable
24. Whether it involves a change in operating model: No
25. Description of Changes in Operating Model: None
26. Transactions with counterparties in previous year and expected in next year:
Last year: 108,000,000 yuan (excluding this transaction)
Next year: 638,508,000 yuan (including this transaction)
27. Source of Funds: Own Funds and Bank Borrowing
28. Other specified matters: None
Further reading:
Chailease-KY: Zhongyu Electric acquired approximately 56.57 million additional shares from Haosheng No. 3 Electric, totaling approximately 566 million yuan.