Sunny Friend Environmental Technology : Announcing that the Company's installment of the stock release of the Chin Hsin and the Company's surrender of participation in the subsidiary's capital increase program

Close

Today's Information

Provided by: SUNNY FRIEND ENVIRONMENTAL TECHNOLOGY CO.,LTD
SEQ_NO	6	Date of announcement	2022/02/25	Time of announcement	16:55:00
Subject	Announcing that the Company's installment of the stock release of the Chin Hsin and the Company's surrender of participation in the subsidiary's capital increase program
Date of events	2022/02/25	To which item it meets	paragraph 51
Statement	1.Date of occurrence of the event:2022/02/25 2.Company name:Sunny Friend Environmental Technology Co., Ltd 3.Relationship to the Company (please enter "head office" or "subsidiaries"):head office 4.Reciprocal shareholding ratios:NA 5.Cause of occurrence: (1) In response to the needs of the subsidiary Chin Hsin Environmental Engineering (referred to as Chin Hsin) for its business growth, acquisition and retention of professional talents and meeting the regulatory requirements applying for listing in the TWSE or the OTC, at the time when Chin Hsin is listed in the TWSE or the OTC, the shareholding by the directors, supervisors and representatives of the Company and its subsidiaries, and the shareholders and their related parties of Chin Hsin who own more than 10% of the total number of Chin Hsin's shares shall not exceed 70% of the shares already issued by the time of the listing in the TWSE or the OTC market. For the purpose of equity dispersion when applying for listing in the TWSE or the OTC market in the future and maintaining the Company's control of Chin Hsin at more than 50%, the Company may employ one of the following methods to conduct the stock release of Chin Hsin in one time or installments or surrender the participation in the capital increase program before Chin Hsin applying for listing in the TWSE or the OTC market. 1. Method 1: With respect to the stock disposal of Chin Hsin's shares held, the disposal price shall not be lower than the net worth per share disclosed in the latest accountant-certified or audited financial statements used in the board meeting before the Company's resolution in stock disposal of Chin Hsin's shares. The Company's counterparties during the stock disposal of shares of Chin Hsin and all shareholders of the Company shall be given priority in the stock subscription based on their shareholdings. If the Company's shareholders have an insufficient subscription or surrender the subscription, the employees and management teams of the Company and its affiliates and the investors who are beneficial to Chin Hsin's business growth shall be given priority when Chin Hsin contacts specific people for the subscription. The board of the Company will determine the actual price, the number of shares, specific parties and schedule of the stock disposal based on the market condition and the company's operations. 2. Method 2: With respect to surrendering the participation in the capital increase of Chin Hsin, the issue price of Chin Hsin's capital increase shall not be lower than the net worth per share disclosed in the latest accountant-certified or audited financial statements used in the board meeting before its resolution in stock disposal of Chin Hsin's shares. Considering Chin Hsin's business growth and the acquisition and retention of professional talents to improve operating performance, 10% to 15% of the number of shares in the capital increase is reserved to be subscribed by the employees of Chin Hsin and controlled or affiliated companies meeting certain criteria as required by regulations. The Company may surrender its participation in the capital increase subscribing for Chin Hsin's shares. All company shareholders shall be given priority in the stock subscription based on their shareholdings. If the Company's shareholders have insufficient subscription or surrender the subscription, the employees and management teams of the Company and its affiliates and the investors who are beneficial to Chin Hsin's business growth shall be given priority when Chin Hsin contacts specific people for the subscription, and the board of Chin Hsin will determine the actual price, number of shares, specific parties and schedule of the stock disposal based on the market condition and the company's operations. (2) To enable Chin Hsin to have sufficient working capital and to maintain the Company's direct or indirect shareholding of Chin Hsin for the control of more than 50% at the time of its listing in the TWSE or the OTC market, it is expected that the stock release and the Company's surrender of participation in Chin Hsin' capital increase will be conducted at the same time. (3) For the stock release needed when Chin Hsin applying for listing in the Emerging Stock Board, the TWSE or the OTC market in the future, the Company shall comply with regulations and the relevant rules for listing in the TWSE or the OTC to allot shares for securities companies to subscribe and for overallotment. The number and price of shares allotted are subject to regulations and the relevant rules of the exchange markets and the market condition and operations at the time and will be negotiated with underwriters. 6.Countermeasures: The matters will be proposed at the shareholder meeting, authorizing the Company's board to handle all related issues. 7.Any other matters that need to be specified:None.