Subject NTC's Board of Directors has approved to invest in the common shares of PieceMakers Technology, Inc.
Date 2024/12/18
Statement
  1. Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.): The common shares of PieceMakers Technology, Inc.
  2. Date of occurrence of the event: 2024/12/18
  3. Amount, unit price, and total monetary amount of the transaction:
    Amount: a maximum of 22 million shares
    Unit price: NT$30 per share
    Total monetary amount:a maximum of NT$660 million
  4. Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): PieceMakers Technology, Inc.("PieceMakers"); its relationship with NTC: none
  5. 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: NA
  6. 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: NA
  7. Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): NA
  8. Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): NA
  9. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: In accordance with the terms of the contract
  10. The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
    Reference basis: The evaluation of the transaction price was based on the most recent audited financial statements of PieceMakers, and in accordance with the transaction price fairness opinion issued by an accountant.
    Decision-making unit: NTC's Board of Director
  11. Net worth per share of the Company's underlying securities acquired or disposed of: NT$13.5
  12. Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: A maximum of 22 million shares; a maximum of NT$660 million; a maximum shareholding ratio of approximately 38%; status of restriction of rights: none
  13. Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:28.1%; 32.4%; NT$22,461,124 thousand
  14. Broker and broker's fee: NA
  15. Concrete purpose or use of the acquisition or disposal:
    To expand the emerging market opportunities for AI chips, the Company forms a strategic partnership with PieceMakers to jointly develop customized ultra-high bandwidth memory solutions, and will take an equity investment in PieceMakers.
  16. Any dissenting opinions of directors to the present transaction: No
  17. Whether the counterparty of the current transaction is a related party: No
  18. Date of the board of directors resolution: 2024/12/18
  19. Date of ratification by supervisors or approval by the Audit Committee: 2024/12/18
  20. Whether the CPA issued an unreasonable opinion regarding the current transaction: No
  21. Name of the CPA firm: Listen CPA
  22. Name of the CPA: Ku, Chia-Wei
  23. Practice certificate number of the CPA: Taipei no. 3311
  24. Whether the transaction involved in change of business model: No
  25. Details on change of business model: NA
  26. Details on transactions with the counterparty for the past year and the expected coming year: NA
  27. Source of funds:The Company's own funds
  28. Any other matters that need to be specified: No