1.Date of occurrence of the event: 2022/10/14
2.Method of the current increase (decrease) in investment:
Pacific Petrochemical (Holding) Ltd.(PPL), the Company's subsidiary,is to
conduct the merger of the Oriental Petrochemical (Shanghai) Corp.
(OPSC), PPL's investment in China with 38.65% shareholding, with Far Eastern
Industries (Shanghai) Ltd. (FEIS). FEIS remains as surviving company after
the transaction, while OPSC dissolved.
3.Amount, unit price, and total monetary amount of the transaction: N/A
4.Company name of the mainland Chinese investee:
Oriental Petrochemical (Shanghai) Corp.
5.Paid-in capital of aforementioned mainland Chinese investee:
US$241,310 thousand
6.Amount of capital increase currently planned for the aforementioned
mainland Chinese investee: Nil
7.Main businesses of the aforementioned mainland Chinese investee:
Production and sales of Pure Terephthalic Acid (PTA)
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: RMB753,433 thousand
10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements: -RMB278,808 thousand
11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment: US$92,886 thousand
12.Trading counterparty and its relationship with the Company:
(1) Oriental Petrochemical (Shanghai) Corp.
(2) Far Eastern Industries (Shanghai) Ltd.
Relationship with the Company:
(1) Oriental Petrochemical (Shanghai) Corp.: The indirect investment of the
Company via its subsidiary, Pacific Petrochemical (Holding) Ltd., which
holds 38.65% of OPSC's shares.
(2) Far Eastern Industries (Shanghai) Ltd.: Other relationship
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:
(1) To fulfill effectual management with agility, cost down and high
performance
(2) 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: N/A
16.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
(1) Terms of delivery or payment: N/A
(2) Restrictive convenants in the contract, and other important terms and
conditions: The merger record date: 2022/12/31
17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
(1) BOD of Pacific Petrochemical (Holding) Ltd.
(2) According to the statement based on appropriate shareholding proportions
issued by CPA Ni Wei of Shanghai XinWo Certified Public Accountants
Co., Ltd.
18.Broker: N/A
19.Concrete purpose of the acquisition or disposal:
To fulfill effectual management with agility, cost down and high
performance
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:2022/10/14
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:
US$281,636 thousand
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: 99.21%
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: 37.82%
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: 68.45%
28.Total amount of actual investment in mainland China, up to the present
moment: US$272,386 thousand
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: 96.07%
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: 36.63%
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: 66.29%
32.Amount of recognized profit (loss) on investment in mainland China for
the last three years:
2019: -NT$59,850 thousand
2020: -NT$1,210,461 thousand
2021: -NT$152,595 thousand
33.Amount of profit remitted back to Taiwan for the last
three years:
2019: NT$0
2020: NT$0
2021: NT$0
34.Whether the CPA issued an unreasonable opinion regarding the current
transaction: No
35.Name of the CPA firm: Shanghai XinWo Certified Public Accountants Co.,
Ltd.
36.Name of the CPA: Ni Wei
37.Practice certificate number of the CPA: 14000000201801300243
38.Any other matters that need to be specified:
The Company owns indirectly 9.97% shareholding of FEIS via PPL after
the merger. The merger record date is set at 2022/12/31.