MediaTek : Announcement on behalf of major subsidiary approved by BOD to purchase the common shares of Audiowise Technology Inc.
Mar 31, 2022
03/31/2022 | 03:36am EDT
Date of events
1.Name and nature of the underlying assets (if preferred shares, the termsand conditions of issuance shall also be indicated, e.g., dividend yield,etc. ):Common shares of Audiowise Technology Inc.2.Date of occurrence of the event:2022/03/313.Amount, unit price, and total monetary amount of the transaction:Number of transactions: 27,314,000 common shares.Unit price: NT$33Total monetary amount﹕NT$901,362,0004.Trading counterparty and its relationship with the Company (if the tradingcounterparty is a natural person and furthermore is not a related party ofthe Company, the name of the trading counterparty is not required to bedisclosed):Counterparty: PixArt Imaging Inc., Yuan-Feng Investment Corp. andother investors.Relationship: Non-related party.5.Where the trading counterparty is a related party, announcement shall alsobe made of the reason for choosing the related party as trading counterpartyand the identity of the previous owner, its relationship with the Companyand the trading counterparty, and the previous date and monetary amount oftransfer:NA6.Where an owner of the underlying assets within the past five years hasbeen a related party of the Company, the announcement shall also include thedate and price of acquisition and disposal by the related party, and itsrelationship with the Company at the time of the transaction:NA7.Matters related to the current disposal of creditors' rights (includingtypes of collaterals of the disposed creditor's rights; if creditor'srights over a related party, announcement shall be made of the name of therelated party and the book amount of the creditor's rights, currently beingdisposed of, over such related party):NA8.Profit or loss from the disposal (not applicable in cases of acquisitionof securities) (those with deferral should provide a table explainingrecognition):NA9.Terms of delivery or payment (including payment period and monetaryamount), restrictive covenants in the contract, and other important termsand conditions:After all the requirements are met, both parties agree totransfer the shares and make the payment under the terms and conditionsof the share purchase agreement10.The manner of deciding on this transaction (such as invitation to tender,price comparison, or price negotiation), the reference basis for thedecision on price, and the decision-making unit:The transaction was approved by the Board of Directors of AirohaTechnology Corp. by referencing to the fairness opinion provided byCPA and the latest financial report of Audiowise Technology Inc.11.Net worth per share of the Company's underlying securities acquired ordisposed of:NT$5.1112.Cumulative no.of shares held (including the current transaction), theirmonetary amount, shareholding percentage, and status of any restriction ofrights (e.g., pledges), as of the present moment:(1) Cumulative no. of shares held: 27,314,000 shares(2) Monetary amount: no more than NTD 901,362,000(3) Shareholding percentage: 91.05%13.Current ratio of securities investment (including the current trade, aslisted in article 3 of Regulations Governing the Acquisition and Disposal ofAssets by Public Companies) to the total assets and equity attributable toowners of the parent as shown in the most recent financial statement andworking capital as shown in the most recent financial statement as of thepresent:Ratio to total assets: 12.99%Ratio to owners' equity: 0.46%Working capital: NT$ 2,362,788 thousand.14.Broker and broker's fee: NA15.Concrete purpose or use of the acquisition or disposal:To consolidate resources and expand market shares16.Any dissenting opinions of directors to the present transaction:NA17.Whether the counterparty of the current transaction isa related party:No18.Date of the board of directors resolution:NA19.Date of ratification by supervisors or approval bythe Audit Committee:NA20.Whether the CPA issued an unreasonable opinion regarding the currenttransaction:No21.Name of the CPA firm: IP International CPAs Firm22.Name of the CPA: Kun-Kuang Hsu23.Practice certificate number of the CPA:TAI-TSAI-CHENG-TENG-(LIU)-ZI No. 379624.Whether the transaction involved in change of business model:No25.Details on change of business model:No26.Details on transactions with the counterparty for the past year and theexpected coming year:NA27.Source of funds:NA28.Any other matters that need to be specified:NA