1.Name of major subsidiary:AP Biosciences, Inc. (hereinafter referred to as “AP Biosciences”)
2.Cause of occurrence (reduce the percentage of shareholding (or capital contribution to) or lose control ):Reduce the percentage of shareholding
3.Method of shareholding (or capital contribution) reduction (Please specify the date, reason, method, reduction percentage, volume, unit price, and total amount each time):
The Company has listed AP Biosciences as one of major subsidiaries since March 2022. The method of shareholding reduction is specified as follows:
(1)The date:2020/11/02 (the reference date of cash capital increase)
The reason:Disproportionate investment in AP Biosciences’ cash capital increase.
The method:Cash capital increase
Reduction percentage:From 67.00% to 58.99%
Reduction volume, unit price, and total amount:Not applicable
(2)The date:2021/02/22(the reference date of cash capital increase)
The reason:Disproportionate investment in AP Biosciences’ cash capital increase.
The method:Cash capital increase
Reduction percentage:From 58.99% to 54.62%
Reduction volume, unit price, and total amount:Not applicable
(3)The date:The Company resolved to forfeit the preemptive rights of AP Biosciences’ cash capital increase on 2022/08/08, the reference date of cash capital increase will be 2022/10/04 tentatively.
The reason:Disproportionate investment in AP Biosciences’ cash capital increase
The method:Cash capital increase
Reduction percentage:From 54.62% to 41.12%
Reduction volume, unit price, and total amount:Not applicable
4.Method of loss of control(Please specify the date, reason, and method):Not applicable
After comprehensive consideration, as the Company is still the largest shareholder of AP Biosciences with more than half of the total number of directors under control, it is considered that the Company did not lose control of AP Biosciences.
5.Equity (or capital) recipient or counterparty (please list separately for each transaction):
(1)The reference date of cash capital increase: 2020/11/02
Specific persons contacted as the Company disproportionately invest in AP Biosciences’ cash capital increase:Hui Hong Investment Co. Ltd
(2)The reference date of cash capital increase: 2021/02/22
Specific persons contacted as the Company disproportionately invest in AP Biosciences’ cash capital increase:Chia-Hung Lin
(3)The reference date of cash capital increase: 2022/10/04 (tentatively)
Specific persons contacted as the Company disproportionately invest in AP Biosciences’ cash capital increase:Shareholders of the Company.
6.Relationship with counterparty (Please specify the relationship with counterparty each time):Not applicable
7.Gains (or losses) on disposal (Please specify the gains (or losses) on disposal each time.If there is no gains (or losses), please fill in “NA”):Not applicable
8.Cumulative reduction of shareholding in major subsidiaries so far (including the current transaction):Reduce 25.88%
9.Shareholding in major subsidiaries at present (after the current transaction):41.12%
10.Name of independent expert and his/her opinion on reasonableness of pricing in each transaction:Not applicable
11.Name of independent expert and his/her opinion on the impact of reduction of shareholding or loss of control on the rights of the TPEx listed company’s shareholders:
CPA Karin Lin of Chainye Accounting Firm.
There’s no impact on the rights of the Company’s shareholders.
12.Any effect on the ongoing listing of the parent company on TPEx:No effect.
13.Date of audit committee resolution:2022/08/08
14.Details of audit committee resolution:The Audit Committee approved the proposal unanimously with no changes.
15.Date of board of directors resolution:2022/08/08
16.Details of board of directors resolution:The Board of Directors approved the proposal unanimously with no changes.
17.Any other matters that need to be specified:Not applicable