| Statement |
1.Date of occurrence of the event:2023/11/29
2.Method of the current increase (decrease) in investment:
The Company’s investments in China will be consolidated as a result of the
merger plan of its subsidiaries.
FENC’s investment in China is via its overseas holding companies of FEDP (Holding) Ltd.
and Sino Belgium (Holding) Ltd.
3.Amount, unit price, and total monetary amount of the transaction:
Amount, unit price: N/A
Total monetary amount: No capital injection is needed via overseas or China investment.
Based on the holding percentage, the investment amount of the Company in Far Eastern Industries
(Suzhou) Ltd. (FEIZ) will be changed (USD 11,878,101 increased) due to the merger plan.
4.Company name of the mainland Chinese investee:FEIZ
5.Paid-in capital of aforementioned mainland Chinese investee: RMB 394,369,685
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee: USD 56,000,000
7.Main businesses of the aforementioned mainland Chinese investee:
Production and sales of polyester products
8.Type of CPA opinion in the latest annual financial statements of the aforementioned
mainland Chinese investee: Unqualified Opinion
9.Total equity of the aforementioned mainland Chinese investee in the latest
annual financial statements: RMB 376,497,872.97
10.Amount of profit/loss of the aforementioned mainland Chinese investee in the
latest annual financial statements: RMB (974,538.98)
11.Amount of actual investment in the aforementioned mainland Chinese investee,
up to the present moment: USD 35,871,515
12.Trading counterparty and its relationship with the Company:
Trading counterparty: FEIZ
Relationship with the Company: Equity method investee
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: For cost saving and streamline
its investment structure / NIL
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: N/A
15.Profit (or loss) upon disposal: NIL
16.Terms of delivery or payment (including payment period and monetary amount),
restrictive covenants in the contract, and other important terms and conditions:
NIL / The record date for merger is planned on Dec. 25, 2023. / NIL
17.The manner in which the current transaction was decided, the reference basis for
the decision on price, and the decision-making unit:
The merger / The “reasonableness opinion” for the share exchange ratio
of the merger issued by the CPA / BOD
18.Broker: N/A
19.Concrete purpose of the acquisition or disposal:
For cost saving and streamline its investment structure
20.Any dissenting opinions of directors to the present transaction:NIL
21.Whether the counterparty of the current transaction is a related party: Yes
22.Date of the board of directors resolution:2023/10/16
23.Date of ratification by supervisors or approval by the Audit Committee:NA
24.Total amount of investment in mainland China (including the current investment)
approved by the Investment Commission, up to the present moment: USD 837,324,194
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: 49.21%
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: 7.67%
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: 12.6%
28.Total amount of actual investment in mainland China, up to the present moment: USD 791,549,413
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: 46.52%
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: 7.25%
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: 11.91%
32.Amount of recognized profit (loss) on investment in mainland China for the last three years:
2020: NTD (1,061,788,000) 2021: NTD 228,946,000 2022: NTD (795,623,000)
33.Amount of profit remitted back to Taiwan for the last three years:
2020: NTD 0 2021: NTD 0 2022: NTD 0
34.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
35.Name of the CPA firm: Suzhou Tianzhong Certified Public Accountants Co.,Ltd.
36.Name of the CPA: Qi Wei
37.Practice certificate number of the CPA: 410000810004
38.Any other matters that need to be specified:
1. FENC and Yuan Ding Investment Corporation hold FEIZ; Yuan Tone Investment Co., Ltd. (YTI)
and Martens HK Limited hold Sino-Belgium Beer (Suzhou) Ltd. (SBBZ). In the merger, FEIZ
will be the surviving company, while SBBZ will be dissolved in China.
2. As of the record date, September 30, 2023, SBBZ has a negative book value. In light of this,
YTI intends to file for the cancellation of SBBZ's registration in China, rather than proceeding
with the exchange of FEIZ shares.
3. No capital injection is needed through overseas or Chinese investments. The investment amount
adjustment in FEIZ was the result of the merger plan.
|
