SINO-AMERICAN S GDR : SAS announces on behalf of subsidiary, Sino Sapphire Co., Ltd., that BOD of Sino Sapphire approved the merger/dissolution with CRYSTALWISE TECHNOLOGY INC.
April 25, 2012 at 02:43 pm
By
Share
SAS announces on behalf of subsidiary, Sino Sapphire Co.,
Ltd., that BOD of Sino Sapphire approved the
merger/dissolution with CRYSTALWISE TECHNOLOGY INC.
1.Kind of merger/acquisition (e.g.merger, consolidation,
spin-off,
acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2012/04/25
3.Names of companies participating in the merger (e.g.name of
the other
company participating in the merger or consolidation, newly
established
company in a spin-off, acquired company, or company whose
shares are taken
assignment of):CRYSTALWISE TECHNOLOGY INC. (existing
company). Sino Sapphire
Co., Ltd. (extinguished company). After the merger,the
company plans remain
as CRYSTALWISE TECHNOLOGY INC.
4.Counterparty (e.g.name of the other company participating
in the merger or
consolidation, company taking assignment of the spin-off, or
counterparty to
the acquisition or assignment of shares):CRYSTALWISE
TECHNOLOGY INC.
5.Relationship between the counterparty and the Company
(investee company in
which the Company has re-invested and has shareholding of
XX%), and
explanation of the reasons for the decision to acquire, or
take assignment of
the shares of, an affiliated enterprise or related person,
and whether it
will affect shareholders' equity:NA
6.Purpose/objective of the merger/acquisition:To integrate
technology and
resources of both parties, improve operating performance and
strengthen the
Company's overall competitiveness.
7.Anticipated benefits of the merger/acquisition:The merger
will improve
operating performance and strengthen the Company's
overall competitiveness.
8.Effect of the merger or consolidation on net worth per
share and earnings
per share:It will reduce operating cost and has a positive
effect on net
worth per share and earning per share.
9.Share exchange ratio and basis of its
calculation:Considering the audited
financial statements as of December 31, 2011 for both
CRYSTALWISE
TECHNOLOGY INC. and Sino Sapphire Co., Ltd. , fairness
opinion of independent
experts and other relevant factors and taking the above
factors into account
for adjustment and calculation, both companies agree that one
share of Sino
Sapphire Co. common share will be exchanged into 1.8967 share
of CRYSTALWISE
TECHNOLOGY INC. common share.
10.Scheduled timetable for consummation:Merger closing date
tentatively
scheduled on Dec 31, 2012,provided that the Board of
Directors is authorized
to change the merger closing date depending on the
circumstances of the
progress of the merger. Sino Sapphire Co., Ltd. is mandated
to be dissolved
thereafter.
11.Matters related to assumption by the existing company or
new company of
rights and obligations of the extinguished (or spun-off)
company:The existing
company takes all the rights and obligations of
theextinguished company upon
merger.
12.Basic information of companies participating in the
merger:
Company name: CRYSTALWISE TECHNOLOGY INC. Capital:
NT$919,635,290
Chairman: Hung Chia Tsung Address :1F., NO.16, CREATION 1ST
RD., HSINCHU
SCIENCE PARK HSINCHU COUNTY 30077, TAIWAN
Main Business: Sales and manufacturing of brittle material
substrates
Company name: Sino Sapphire Co., Ltd.
Capital: NT$400,000,000 Chairman: Tom Yao
Address : No. 21, Kejung Rd., Chunan Science Park,Chunan,
Miaoli County,
Taiwan, R.O.C.
Main Business: Research, develop and design on sapphire
wafers
13.Matters related to the spin-off (including estimated value
of the business
and assets planned to be assigned to the existing company or
new company; the
total number and the types and volumes of the shares to be
acquired by the
split company or its shareholders; matters related to the
reduction, if any,
in capital of the split company) (note: not applicable other
than where there
is announcement of a spin-off):NA
14.Conditions and restrictions on future transfers of shares
resulting from
the merger or acquisition:NA
15.Other important stipulations:NA
16.
Sino-American Silicon Products Inc is a Taiwan-based company mainly engaged in the research, development, design, manufacture and distribution of semiconductor wafer products. The Company operates through two business segments, the Semiconductor segment and the Solar segment. The main products include semiconductor wafer products, solar ingot products, solar wafer products, semiconductor ingot products, solar silicon ingots, monocrystalline solar cells and solar module products. The Company is also engaged in the provision of related technology, management and consulting services. The Company mainly operates in Taiwan, Asia and the Americas.
SINO-AMERICAN S GDR : SAS announces on behalf of subsidiary, Sino Sapphire Co., Ltd., that BOD of Sino Sapphire approved the merger/dissolution with CRYSTALWISE TECHNOLOGY INC.