| Statement |
1.Date of occurrence of the event:2020/08/06~2020/08/11
2.Method of the current increase (decrease) in investment:
The Company adjusted its existing indirect investment in China due to the merger of
PET FAR EASTERN (HOLDING) LIMITED’s investees in China.
3.Amount, unit price, and total monetary amount of the transaction:
Amount, unit price:N/A
Total monetary amount of the transaction:
(1)Increased investment of USD39,655,000 on Far Eastern Union Petrochemical (Yangzhou) Ltd.
(2)Decreased investment of USD30,405,000 on Tong Da Gas Industries (Yangzhou) Ltd.
4.Company name of the mainland Chinese investee:
(1) Far Eastern Union Petrochemical (Yangzhou) Ltd.(Surviving company)
(2) Tong Da Gas Industries (Yangzhou) Ltd.(Dissolved company)
(3)Oriental Petrochemical (Yangzhou) Corporation(Dissolved company)
5.Paid-in capital of aforementioned mainland Chinese investee:
(1)RMB816,110,560 (2)RMB411,474,100 (3)RMB534,423,400
6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee:
(1)USD165,500,000 (2)N/A (3)N/A
7.Main businesses of the aforementioned mainland Chinese investee:
(1)Production and sale of EG and EO
(2)Production and sale of various liquid gas products
(3)Production and sale of EA/BCS, EC and EOD
8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee:
(1)Unqualified Opinion (2)Unqualified Opinion (3)Unqualified Opinion
9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements:
(1)RMB1,002,781,054.21 (2)RMB543,097,922.08 (3)RMB200,952,018.03
10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements:
(1)RMB(160,269,310.87) (2)RMB28,089,068.01 (3)RMB(11,235,635.82)
11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment:
(1)USD66,000,000 (2)USD33,500,000 (3)USD0
12.Trading counterparty and its relationship with the Company:
Trading counterparty:
(1) Far Eastern Union Petrochemical (Yangzhou) Ltd.
(2) Tong Da Gas Industries (Yangzhou) Ltd.
(3)Oriental Petrochemical (Yangzhou) Corporation
Relationship with the Company: (1)Equity method investee (2)Equity method investee (3)Equity method investee’s subsidiary
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:
As for the merger, it is planned to enhance the overall competency for the three companies.
Due to the change of operating dynamic, the consolidation will achieve the cost-saving benefits
and tax incentives by reducing the operational duplication in environment, energy, and quality perspectives.
The previous date and monetary amount of transfer: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:NIL
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: NIL
The record date of the merger is set on 31 December 2020.
NIL
17.The manner in which the current transaction was decided, the reference basis for the decision on price,
and the decision-making unit:
The merger
The opinion on the unreasonableness of the merger’s stock exchange issued by the CPA
BOD
18.Broker:N/A
19.Concrete purpose of the acquisition or disposal:
As for the merger, it is planned to enhance the overall competency for the three companies.
Due to the change of operating dynamic, the consolidation will achieve the cost-saving benefits
and tax incentives by reducing the operational duplication in environment, energy, and quality perspectives.
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:2020/08/06~2020/08/11
23.Date of ratification by supervisors or approval by the Audit Committee:2020/08/11
24.Total amount of investment in mainland China (including the current investment) approved
by the Investment Commission, up to the present moment: USD806,187,413
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:
44.40%
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:
7.22%
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: 11.62%
28.Total amount of actual investment in mainland China, up to the present moment:USD770,337,413
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:42.42%
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:6.90%
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:11.10%
32.Amount of recognized profit (loss) on investment in mainland China for the last three years:
2017: NTD221,234,000
2018: NTD3,178,018,000
2019: NTD1,137,393,000
33.Amount of profit remitted back to Taiwan for the last three years:
2017: NTD0
2018: NTD134,160,000
2019: NTD0
34.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
35.Name of the CPA firm:Nanjing Tianyuan Accounting Firm Co. Ltd.
36.Name of the CPA:Xue-Hai Zhang
37.Practice certificate number of the CPA:320000410001
38.Any other matters that need to be specified:
(1)According to the holding of Tong Da Gas Industries (Yangzhou) Ltd. (hereinafter referred to as “Tong Da”),
PET FAR EASTERN (HOLDING) LIMITED (hereinafter referred to as ”PETH”) and PACIFIC PETROCHEMICAL (HOLDING) LIMITED
will utilize the accumulated surplus of USD18,500,000 to inject the capital of Far East Union Petrochemical (Yangzhou)
Co., Ltd.(hereinafter referred to as “Far Eastern Union”) (PETH subscribed half of the capital in USD9,250,000).
(2)Far Eastern Union, Tong Da and Oriental Petrochemical (Yangzhou) Corporation (hereinafter referred to as ”OPYC”)
will consolidate through the merger.Far Eastern Union will be the surviving company; Tong Da and OPYC will be dissolved.
(3)Based on the estimated book value of the three companies prior to the merger, the Company's indirect holding
in Far Eastern Union through PETH will be changed from 50% to 44.2%. The record date of the merger is set on 31 December, 2020.
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