Material Information

2020-07-31

YFY announces the accumulated disposition shares of Yuen Foong Yu Consumer Products Co., Ltd. by more than NTD 300,000,000

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.):Common shares of Yuen Foong Yu Consumer Products Co., Ltd. (hereinafter
called the “CPG”)
2.Date of occurrence of the event:2020/06/18~2020/07/31
3.Amount, unit price, and total monetary amount of the transaction:
(1)Date: 2020/6/18
Volume: 20,841,215 shares
Unit price: NTD$ 12.35203 per share
Total amount: NTD$ 257,431,313
(2)Date: 2020/7/31
Volume: 11,103,778 shares
Unit price: NTD$ 34 per share
Total amount: NTD$ 377,528,452
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):
(1)2020/6/18：YFY Paradigm Investment Co., Ltd. and YFY Capital Co., Ltd.,
100% owned subsidiaries of the Company.
(2)2020/7/31：The shareholders of the Company
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:To comply with IPO regulation.
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:Not applicable.
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):Not applicable.
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):Not applicable.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Per the term agreed.
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:
(1)2020/6/18
Invitation to tender: Invite YFY's 100% owned subsidiary
Price comparison: The book value per share of CPG by May, 31st 2020.
Price negotiation：By the president
(2)2020/7/31
Invitation to tender: The Shareholder Meeting had approved the share
release of the Company's CPG holdings on June 22th, 2020.
Price comparison: Per the fairness opinion report issued by JL Chen CPA
Firm
Price negotiation：By the board of directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NTD$12.70 per share by the Jun, 30th 2020 (unaudit)
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
(1) The Company
No.of shares held: 209,691,028 shares
Monetary amount: NTD$ 2,805,057 thousands.(Note)
Shareholding percentage: 85.6%
Status of any restriction of rights: no restriction
(2) YFY Paradigm Investment Co., Ltd.
No.of shares held: 15,704,815 shares
Monetary amount: NTD$ 199,520 thousands. (Note)
Shareholding percentage: 6.4%
Status of any restriction of rights: no restriction
(3) YFY Capital Co., Ltd.
No.of shares held: 5,136,400 shares
Monetary amount: NTD$ 65,255 thousands. (Note)
Shareholding percentage: 2.1%
Status of any restriction of rights: no restriction
Note：The book value per CPG unaudit report by Jun, 30th 2020., excludes
the transaction by July, 31st 2020 and the invest gain/loss of CPG
of July 2020.
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:
Current ratio of securities investment to the total assets as shown in the
most recent financial statement as of the present：4.5%
Current ratio of securities investment to the equity attributable to owners
of the parent as shown in the most recent financial statement as of the
present：7.6%
Working capital as shown in the most recent financial statement as of the
present: NTD$ -3,006,262 thousands.
14.Broker and broker's fee:Not applicable.
15.Concrete purpose or use of the acquisition or disposal:
To comply with IPO regulation.
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2020/07/23
19.Date of ratification by supervisors or approval by
the Audit Committee:2020/07/23
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction: No
21.Name of the CPA firm:JL Chen CPA Firm
22.Name of the CPA:Chen Jin-Lin
23.Practice certificate number of the CPA:No. 943 of Taipei CPA Association.
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:Not applicable.
26.Details on transactions with the counterparty for the past year and the
expected coming year:Not applicable.
27.Source of funds:Not applicable.
28.Any other matters that need to be specified:Not applicable.