About Us

Corporate Profile

Organization Chart

Corporate Management

Mission & Vision

R&D Innovation

Quality Policy

Environmental protection and Occupational Safety & Health policies

Milestones

Achievement

Global Locations

News

Contact Us

Taiflex Business Units

Electronics Materials

Corporate Social Responsibility

Kaohsiung City Youth Care Association

CSR Reports & Rules

  • Safety Measures At Work Place
  • Social Responsibility Implementation Status

    Stakeholder Engagement

    Investors

    IR Overview

    Financial Information

    Shareholders Services

    Announcements

    Investor Conference

    IR Email Alerts

    Corporate Governance

    Board of Directors

    Board Committees

    Internal Audit

    Corporate Conduct and Ethics Implementation

    Internal Policies

    Implementation of Corporate Governance Practices

    About Information Disclosure Evaluation

    Human Resources

    HR Overview

    Life in TAIFLEX

    Jobs

    FAQs

    Investors

    Announcements

    Announcement of the spin-off of the Advanced Materials business as a newly established 100% holding subsidiary company

    Date: 2020/07/30

    1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
    or share transfer):Spin-off
    2.Date of occurrence of the event:2020/07/30
    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):
    (1)Spin-off company: Taiflex Scientific Co., Ltd. (”Taiflex”)
    (2)Newly established company in the spin-off: Taichem Materials Co., Ltd.
                                                 (”Taichem”)
    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):
    The spin-off and the establish of the new subsidiary company,
    Taichem is conducted in accordance with Article 36 Paragraph 1 of
    the Business Mergers and Acquisitions Act and the new subsidiary company
    is wholly-owned by the Company.
    5.Whether the counterparty of the current transaction is a related party:Yes.
    6.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:
    (1) Taichem is a wholly-owned subsidiary of Taiflex.
    (2) This spin-off belongs to organization restructuring, the value of the
        the shares of Taichem acquired by Taiflex is the same as the business
        to be spun off and will not affect the rights of the Taiflex's
        existing shareholders.
    7.Purpose of the merger and acquisition:
    The purpose is to improve the operating performance and strengthen the
    momentum of future operational expansion through division of professions.
    8.Anticipated benefits of the merger and acquisition:
    Taichem will focus on the business of advanced materials for semiconductors
    and precision materials for displays to improve the competitiveness and
    operating performance of the group through division of professions,
    thereby increasing shareholders' equity.
    9.Effect of the merger and acquisition on net worth per share and earnings
    per share:
    The spin-off is Whale-minnow spinoff, the newly-established company is
    wholly-owned by Taiflex, there will be no impact on book value per
    share and EPS in the consolidated financial statements.
    10.Share exchange ratio and calculation assumptions:
    (1)Share exchange ratio: The estimated business value of the business
       to be spun-off from Taiflex is NTD 66,000 thousand. It will be exchanged
       for NTD 13.2 per share for the newly issued common shares of Taichem.
       Taichem's par value per share is set at NTD 10. Taiflex will acquire
       5,000 thousand common shares from Taichem.
    (2)Basis of calculation: The share exchange ratio is determined based on
       the book value of the assets and liabilities of the spin-off business,
       the net worth per share and the justification opinion for the
       exchange ratio of the spin-off value.
    11.Whether the CPA, lawyer or securities underwriter issued an unreasonable
    opinion regarding the transaction:No.
    12.Name of accounting, law or securities firm: Ching Cheng CPA
    13.Name of CPA or lawyer:Yi-Ching Lin
    14.Practice certificate number of the CPA:Kaohsiung accountant No.0977
    15.Estimated date of completion:
    The record date of the spin-off is scheduled on September 30th, 2020.
    If it is necessary to adjust the record date, it is proposed to authorize
    the chairman of the company to adjust.
    16.Matters related to the assumption of corporate rights and obligations of
    the dissolving company (or spin-off) by the existing or newly-established
    company:
    (1)From the spin-off date, the transferred Taiflex assets, liabilities
       and all rights and obligations effective on the spin-off date shall be
       generally assumed by Taichem pursuant to the law.
       Taiflex shall cooperate in carrying out required procedures, if any.
    (2)Unless the liabilities arising from the transferred business may be
       separated from Taiflex's liabilities existing before the spin-off,
       Taichem shall, pursuant to the Business Mergers
       and Acquisitions Act, within the scope of capital contribution in
       exchange for the transferred business, be held jointly and severally
       liable with Taiflx for Taiflx's liabilities incurred prior to
       the spin-off. However, a creditor's right to claim shall be extinguished
       if not exercised within 2 years after the spin-off record date.
    17.Basic information of companies participating in the merger:N/A
    18.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 number 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):
    (1)The estimated value of the business to be spun off:
       The calculation is based on the assets minus liabilities to be transferred
       under the spin-off. The estimated value is NTD 66,000 thousand.
    (2)Assets to be spun off: The estimated value is NTD 66,000 thousand.
    (3)Liabilities to be spun off: The estimated value is NTD 0 thousand.
    (4)The business value and the amount of the assets and liabilities
       as mentioned above are tentatively calculated with reference to
       the book value of the reviewed financial statement of the Company
       prepared on June 30, 2020. The actual amount shall be defined pursuant to
       the book value on the Record Date.
    (5)The estimated value of the business to be spun off is NTD 66,000 thousand,
       it will be exchanged for NTD 13.2 per share for the newly issued ordinary
       shares of Taichem.
       Taichem's par value per share is set at NTD 10. Taiflex will acquire
       5,000 thousand common shares from Taichem.
    19.Conditions and restrictions for future transfer of shares resulting from
    the merger and acquisition:None.
    20.Other important terms and conditions:N/A
    21.Any objections from directors to the transaction:No.
    22.Whether the transaction involved in change of business model:No.
    23.Details on change of business model:None.
    24.Details on transactions with the counterparty for the past year and the
    expected coming year:
    The past year: N/A
    The expected coming year:Taichem leases relevant necessary operating premises
    from Taiflex.
    25.Source of funds:N/A
    26.Any other matters that need to be specified:None.

    Back