The relevant explanation of the Company for Panjit International Inc. tender offeror of the Company’s common shares.
2021/2/3
| Subject The relevant explanation of the Company for Panjit International Inc. tender offeror of the Company’s common shares. |
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| To which item it meets article 4 paragraph 38 |
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| Date of events 2021/02/03 |
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Contents
1.Date of receipt of the public tender offeror’s notice of tender offer:2021/01/25
2.Type and no.of shares of the company currently held by current directors, supervisors, their spouses and minor children, and shareholders holding more than 10 percent of the Company’s issued shares:
(1)Chairman HoYuan Investment Inc. has 1,258,168 shares. Its representative Yu Wang-I has 481,633 shares and his spouse and minor children have 33,528 shares.
(2)Director JuiTsau Investment Inc. has 1,086,049 shares. Its representative Chen Chu-Lin has 602,305 shares and his spouse and minor children have 91,000 shares.
(3)Director YanHua Investment Inc. has 3,450,000 shares. Its representative Chang I-Wei has 505,173 shares and his spouse and minor children have 0 shares.
(4)Director Li-Ying Co. LTd. has 751,000 shares. Its representative Chen Hung-Ming has 139,000 shares and his spouse and minor children have 0 shares.
(5)Director TaChinYen Inc.has 558,000 shares. Its representative Tung Jen-Yen has 10,575 shares and his spouse and minor children have 0 shares.
(6)Independent director Pu Tsun-Ching, Lu Lien-Wan and their spouses and minor children have 0 shares.
(7)Supervisor Shih Chun-Cheng and his spouse and minor children have 0 shares.
(8)Supervisor Chen Fong-San has 298,338 shares.Supervisor Lin Yueh Hsia has 459,940 shares. Their spouses and minor children have 0 shares.
3.Attendants of the board of director meeting: Chairman Yu Wang-I, Director Chen Chu-Lin, Director Chang I-Wei, Director Chen Hung-Ming, Director Tung Jen-Yen, Independent Director Pu Tsun-Ching, Independent Director Lu Lien-Wan
4.Verification by the board of director about the public tender offeror’s identity and financial status, the fairness of the acquisition conditions, and the reasonableness of the source of funds (must fully disclose the verification methods and procedures adopted):
After considering the public offer declaration, public offer prospectus and related documents as well as the expert opinions issued by Wilson Hsu of WLCC CPA Firm and Jennifer Wang of Chen&Lin Law Firm, we hereby state the verification on the identity and financial status of the public tender offeror, the fairness of tender offer conditions and the rationality of the source of tender offer funds as follows:
9.Terms of delivery or payment (including payment period and monetary value), restrictive covenants in the contract, and other important terms and conditions:Pay in lump sum
(1)Identity and financial status of the public tender offeror: After reviewing the contents of the public tender offer prospectus and its related attachments, and referring to the basic information of the company registered by Panjit International Inc. (hereinafter referred to as Panjit) on the website of the Department of Commerce of the Ministry of Economic Affairs and the Market Observation Post System, we can see that Panjit is a corporation established under the laws of the Republic of China, and its issued common shares are listed and traded on the Taiwan Stock Exchange (Stock Code: 2481). According to the financial information of Panjit as well as the analysis of its profitability and cash flow in its public tender offer prospectus and related attachments, the financial position of Panjit should be sound.
(2) Fairness of the tender offer conditions: The company appointed YuanFu-CPA Firm as independent experts to issue a “Written Opinion on the Rationality of the Tender Offer Price” of Jan.26 on the public tender offer price of this case. YuanFu-CPA Firm used the comparable company approach as the estimation basis to calculate the Company fair value per share and concluded that the reasonable price ranges between NT$97 and NT$141. In this case, Panjit intends to purchase of the Company’s outstanding common shares at NT$105 per share through a tender offer, which is reasonable value range calculated by the aforementioned independent experts.
(3) Rationality of the source of tender offer funds: According to t Panjit third quarter consolidated financial report of NT$3.33 billion and current assets of about NT$9.68 billion should be enough to cover the cash consideration for the public offer. As shown in the attachment of this public offer document, Panjit has issued a letter of undertaking to perform the obligation to pay the consideration, and has appointed Taishin International Commercial Bank Co., Ltd. Jianbei Branch to issue a performance guarantee letter on January 22, 2021. Designate the appointed institution KGI Securities Co., Ltd. as the beneficiary, and authorize the appointed institution to request exercise and instruct funds to pay the consideration for the tender offer. Therefore, the source of funds for the tender offer on of the public tender is reasonable.
5.Whether any expert has issued an opinion for the aforementioned verification(If an expert has been asked to provide opinions, please also complete the expert opinion form and upload to disclose the result.)：:
The company appointed YuanFu-CPA Firm as independent experts to issue a “Written Opinion on the Rationality of the Tender Offer Price” of January 26, 2021 on the public tender offer price of this case.
6.Recommendations from the board of directors to shareholders, in addition to directors’ concrete opinions and reasons for approval or disapproval of the acquisition:
In this case, all the directors present at the board of directors believed that the identity and financial status of the public tender Panjit has not been found to have significant abnormalities, the conditions for the public offer are fair, and the source of funds for the offer is reasonable; however, the shareholders of the company are urged for details.
Read the ”Risk of Participation in the Sale” stated in the public offer announcement and the public offer statement, and decide whether to participate in the sale.
This recommendation is only for the reference of the shareholders of the company. The shareholders of the company should carefully evaluate and consider individual investment needs and financial and tax situations, and bear the risks of participating in the sale and not participating in the sale.
7.Whether there have been any significant changes in the Company’s financial condition since the submission of the financial statement for the most recent period, and the content of any such changes:No material change.
8.Type, no., and total value of shares of the public tender offeror or affiliated enterprises thereof held by current directors, supervisors, and shareholders holding more than 10 percent of the company’s issued shares:None.
9.Information about directors who are stakeholders in the public tender offer (including name of natural person directors or legal person directors and their representatives, relevant details about the interests held by directors or their representatives, the reasons of their participation or absence from discussion, details of recusal from discussion, and reasons of approval or opposition regarding merger resolution):NA
10.Any other relevant material information:
Please read the ”Risk of Participation in the Sale” stated in the public offer announcement.
Also may check URL as below to get more information. https://mops.twse.com.tw/mops/web/t162sb01
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