Announcements
07.Mar.2025
To announce that the board of directors has approved the spin-off of the Thin Film and Electronic Materials Business Group
1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):spin-off
2.Date of occurrence of the event:2025/03/07
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in
the merger, newly established company in a spin-off,
acquired company, or company whose shares are transferred):
The company to be spin-off:Solar Applied Materials Technology Corp.
(hereinafter referred to as“SAM”)
Newly Established company in a spin-off:XALLOY Advanced Materials Corp.
(hereinafter referred to as“XALLOY”)
4.Trading counterparty (e.g., name of the other company
participating in the merger, company spinning off, or trading
counterparty to the acquisition or share transfer):
XALLOY:100% owned subsidiary.
5.Relationship between the trading counterparty and the
Company (investee company in which the Company has
re-invested and has shareholding of XX%), explanation
of the reasons for the decision to acquire from or
transfer shares to an affiliated enterprise or related
party, and whether it will affect shareholders’ equity:
XALLOY is 100% owned subsidiary of SAM. Due to the value of XALLOY
shares to be issued to SAM is equal to the value of the business to be
spin-off. Hence,this spin-off will have no significant impact on the
shareholders' equity of SAM.
6.Purpose of the merger and acquisition : None.
7.Anticipated benefits of the merger and acquisition : To improve the overall operating performacne, increase enterprise value, dedicate on semiconductor business development and attract more talents and strategic partnerships.
8.Effect of the merger and acquisition on net worth per share and
earnings per share:
This spin-off will apply for capital reduction. Hence, net worth and
earnings per share of SAM will not be affected.
9.Share exchange ratio and calculation assumptions:
The business value of the Thin Film and Electronic Materials Business
Group transferred by SAM is NT$938,822,000.
For every NT$31.294, one share of newly common stock of XALLOY(with a par
valueof NT$10 per share) will be exchanged. SAM will receive a total of
30,000,000 newly issued common shares of of XALLOY. If there is less than
1 share to be exchanged, XALLOY will issue the certificate within 30 days
after completing the change registration. Within the period, the operating
value of the shares exchanged for the shortfall will be paid to SAM once
in cash.
Calculation basis: The share exchange ration mentioned above is based on
the book value of the assets and liabilities that SAM intends to divide
and transfer. It is determined based on rational opinions.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction: No.
11.Name of accounting, law or securities firm:
Qincheng Certified Public Accountants.
12.Name of CPA or lawyer: Wu, Zheng-cheng
13.Number of CPA or lawyer license: No. 77778
14.Estimated date of completion:
The base date of spin-off is tentatively set on October 1,2025. However,
if it is necessary to adjust the base date of spin-off, the Board of
Directors is authorized with full power to adjust.
15.Matters related to the assumption of corporate rights and
obligations of the dissolving company (or spin-off) by the
existing or newly-established company:
From the base date of spin-off, all assets and liabilities transferred
to the Thin Film and Electronic Materials Business Group of SAM and all
rights and obligations that are still valid as of the base date of spin-off
will be assumed by XALLOY in accordance with the law.
The creditor's claim for joint and several liability for repayment shall be
extinguished if it is not exercised within two years from the base of
division.
16.Basic information of companies participating in the merger: N/A
17.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to
the existing company or new company.The total no.of shares
to be acquired by the spun-off company or its shareholders,
and their respective types and no.Matters related to the
reduction, if any, in capital of the spun-off company)
(note: not applicable for announcements unrelated to spin-offs):
The estimated assets and liabilities are temporarily based on the financial
statements of the Company as of December 31, 2024, taking into estimated
changes in the value of related items to the base date of the division as
follows:
(1)The business value is NT$938,822,000.
(2)Assets: NT$1,067,604,000
(3)Assets: NT$128,782,000
For every NT$31.294, one share of newly common stock of XALLOY(with a par
valueof NT$10 per share) will be exchanged. SAM will receive a total of
30,000,000 newly issued common shares of of XALLOY.
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition : None.
19.Other important terms and conditions:
(1)If any provision of this plan conflicts with relevant laws and
regulations and becomes invalid, only the conflicting part shall be
deemed invalid. Other terms are still valid. As for the provisions that
are deemed invalid due to conflicts with relevant laws and regulations,
they shall be handled by both parties in accordance with the provisions
of relevant laws and regulations. The shareholders' meeting authorizes its
board of directors to negotiate separately within the legal scope.
(2)If any provision of this plan needs to be changed according to the
approval of the relevant competent authority, it shall be subject to the
approval of the relevant competent authority. The content of the
instructions may be revised by the board of directors of both parties in
accordance with the approval of the relevant regulatory authorities.
(3)This plan shall come into effect only after being approved by the
shareholders' meeting of both parties. And if this proposal fails to
obtain relevant supervisors. Approval or permission from the agency shall
render this plan invalid from the beginning.
20.Any objections from directors to the transaction: No.
21.Is it related to new business model?:Yes.
22.Explanation of new business model:
Business Scope of SAM: Precious Metal Materials、Cast Ingots,etc.
Business Scope of XALLOY: Semiconductor Avanced Materials,etc.
23.Transactions with the counterparty for the past one year and
the next year:
For the past one year: N/A
For the next year: XALLOY plans the rental of essential operating premises
and euipment.
24.Source of funds:
The company has existing working capital. The spin-off is a business
value-for-equity exchange which does not involve cash tranctions.
25.Any other matters that need to be specified: None.
or share transfer):spin-off
2.Date of occurrence of the event:2025/03/07
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in
the merger, newly established company in a spin-off,
acquired company, or company whose shares are transferred):
The company to be spin-off:Solar Applied Materials Technology Corp.
(hereinafter referred to as“SAM”)
Newly Established company in a spin-off:XALLOY Advanced Materials Corp.
(hereinafter referred to as“XALLOY”)
4.Trading counterparty (e.g., name of the other company
participating in the merger, company spinning off, or trading
counterparty to the acquisition or share transfer):
XALLOY:100% owned subsidiary.
5.Relationship between the trading counterparty and the
Company (investee company in which the Company has
re-invested and has shareholding of XX%), explanation
of the reasons for the decision to acquire from or
transfer shares to an affiliated enterprise or related
party, and whether it will affect shareholders’ equity:
XALLOY is 100% owned subsidiary of SAM. Due to the value of XALLOY
shares to be issued to SAM is equal to the value of the business to be
spin-off. Hence,this spin-off will have no significant impact on the
shareholders' equity of SAM.
6.Purpose of the merger and acquisition : None.
7.Anticipated benefits of the merger and acquisition : To improve the overall operating performacne, increase enterprise value, dedicate on semiconductor business development and attract more talents and strategic partnerships.
8.Effect of the merger and acquisition on net worth per share and
earnings per share:
This spin-off will apply for capital reduction. Hence, net worth and
earnings per share of SAM will not be affected.
9.Share exchange ratio and calculation assumptions:
The business value of the Thin Film and Electronic Materials Business
Group transferred by SAM is NT$938,822,000.
For every NT$31.294, one share of newly common stock of XALLOY(with a par
valueof NT$10 per share) will be exchanged. SAM will receive a total of
30,000,000 newly issued common shares of of XALLOY. If there is less than
1 share to be exchanged, XALLOY will issue the certificate within 30 days
after completing the change registration. Within the period, the operating
value of the shares exchanged for the shortfall will be paid to SAM once
in cash.
Calculation basis: The share exchange ration mentioned above is based on
the book value of the assets and liabilities that SAM intends to divide
and transfer. It is determined based on rational opinions.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction: No.
11.Name of accounting, law or securities firm:
Qincheng Certified Public Accountants.
12.Name of CPA or lawyer: Wu, Zheng-cheng
13.Number of CPA or lawyer license: No. 77778
14.Estimated date of completion:
The base date of spin-off is tentatively set on October 1,2025. However,
if it is necessary to adjust the base date of spin-off, the Board of
Directors is authorized with full power to adjust.
15.Matters related to the assumption of corporate rights and
obligations of the dissolving company (or spin-off) by the
existing or newly-established company:
From the base date of spin-off, all assets and liabilities transferred
to the Thin Film and Electronic Materials Business Group of SAM and all
rights and obligations that are still valid as of the base date of spin-off
will be assumed by XALLOY in accordance with the law.
The creditor's claim for joint and several liability for repayment shall be
extinguished if it is not exercised within two years from the base of
division.
16.Basic information of companies participating in the merger: N/A
17.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to
the existing company or new company.The total no.of shares
to be acquired by the spun-off company or its shareholders,
and their respective types and no.Matters related to the
reduction, if any, in capital of the spun-off company)
(note: not applicable for announcements unrelated to spin-offs):
The estimated assets and liabilities are temporarily based on the financial
statements of the Company as of December 31, 2024, taking into estimated
changes in the value of related items to the base date of the division as
follows:
(1)The business value is NT$938,822,000.
(2)Assets: NT$1,067,604,000
(3)Assets: NT$128,782,000
For every NT$31.294, one share of newly common stock of XALLOY(with a par
valueof NT$10 per share) will be exchanged. SAM will receive a total of
30,000,000 newly issued common shares of of XALLOY.
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition : None.
19.Other important terms and conditions:
(1)If any provision of this plan conflicts with relevant laws and
regulations and becomes invalid, only the conflicting part shall be
deemed invalid. Other terms are still valid. As for the provisions that
are deemed invalid due to conflicts with relevant laws and regulations,
they shall be handled by both parties in accordance with the provisions
of relevant laws and regulations. The shareholders' meeting authorizes its
board of directors to negotiate separately within the legal scope.
(2)If any provision of this plan needs to be changed according to the
approval of the relevant competent authority, it shall be subject to the
approval of the relevant competent authority. The content of the
instructions may be revised by the board of directors of both parties in
accordance with the approval of the relevant regulatory authorities.
(3)This plan shall come into effect only after being approved by the
shareholders' meeting of both parties. And if this proposal fails to
obtain relevant supervisors. Approval or permission from the agency shall
render this plan invalid from the beginning.
20.Any objections from directors to the transaction: No.
21.Is it related to new business model?:Yes.
22.Explanation of new business model:
Business Scope of SAM: Precious Metal Materials、Cast Ingots,etc.
Business Scope of XALLOY: Semiconductor Avanced Materials,etc.
23.Transactions with the counterparty for the past one year and
the next year:
For the past one year: N/A
For the next year: XALLOY plans the rental of essential operating premises
and euipment.
24.Source of funds:
The company has existing working capital. The spin-off is a business
value-for-equity exchange which does not involve cash tranctions.
25.Any other matters that need to be specified: None.
