投資人專區 
09.Nov.2026
The Company proposes to acquire Global Testing Corporation Limited through a Scheme of Arrangement
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share
transfer):
Scheme of Arrangement (hereinafter referred to as “Scheme”)
2.Date of occurrence of the event:2026/11/09
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):
Acquiring company: Tong Hsing Electronic Industries, Ltd. (hereinafter
referred to as “the Company” or “Tong Hsing”)
Target company: Global Testing Corporation Limited (hereinafter referred
to as “GTC”)
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): Global Testing Corporation Limited
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)The chairperson of the Company, Mr. Chen, Tie-Min, also serves as
a director of GTC and the chairperson of the main shareholders of
GTC, Yageo Corporation and Kuo-Shin Investment Ltd.
(2)The Acquisition is primarily driven by strategic considerations
of value creation, transforming the Company from a “packaging
manufacturer” into an “integrated packaging and testing service
provider”. In terms of the consideration of the Acquisition
(hereinafter referred to as the “Acquisition Consideration”),
the Company has taken into consideration, among other factors,
GTC’s latest audited financial statements, operating status,
future development, and market price, as well as the fairness
opinion issued by the independent expert. Therefore, there will
not be a material impact on shareholders’ equity of the Company.
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
(1)Primarily in view of the complementary nature of the businesses
of the two parties and their long-term strategic development,
the Company proposes to acquire a 100% shareholding in GTC,
following which GTC will delist from the Singapore Exchange
(hereinafter referred to as “SGX”) and become a wholly owned
subsidiary of the Company.
(2)The Acquisition Consideration is SGD 2.30 in cash per share,
and the Company expects to acquire a total of 33,351,527 GTC
ordinary shares.
(3)The Acquisition Consideration will be paid to all shareholders
of GTC within 7 business days after the effective date of the
Scheme (hereinafter referred to as the “Scheme Effective Date”),
which will be set following the satisfaction of the conditions
to the transaction.
8.Anticipated benefits of the merger and acquisition:
The Company believes that the Acquisition and subsequent privatisation
of GTC would provide the Company with greater flexibility to manage,
develop and integrate the existing businesses of GTC as part of the
Company’s group. With the continuous development of application
markets such as Optical Communication, Power Semiconductor, Mixed
Signal, and Radio Frequency (RF), product complexity and technical
barriers in the semiconductor industry are increasing, driving growing
customer demand for integrated packaging and testing turnkey solutions.
Against this backdrop, the Acquisition is intended to drive value
creation by enabling the Company to transform itself from a “packaging
manufacturer” into an “integrated packaging and testing service
provider”.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Upon completion of the Acquisition, the Company’s scale of operation
is expected to increase, which will have a positive impact on the
future revenue and profitability of the Company, thereby generating
an accretive effect on the Company’s net worth per share and earnings
per share.
10.Types of consideration for mergers and acquisitions and sources of funds:
The Acquisition Consideration is SGD 2.30 in cash per share,
and the Company expects to acquire a total of 33,351,527 GTC
ordinary shares.
It will be fully funded by the Company’s own funds.
11.Share exchange ratio and calculation assumptions:NA
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:No.
13.Name of accounting, law or securities firm:Jiacian CPA Firm
14.Name of CPA or lawyer:Tseng, Ju-Ping
15.Practice certificate number of the CPA: CPA Associations R.O.C. No.1020131
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:
After reviewing the Equity Valuation Report issued by Adeal Financial
Advisory Co., Ltd., accountant Tseng, Ju-Ping from Jiacian CPA Firm
issued a fairness opinion on the reasonableness of the Acquisition
Consideration of SGD 2.30 per share.
17.Estimated date of completion:
Completion will take place after all conditions to the Scheme have been
satisfied (including but not limited to obtaining the approvals from the
competent authorities and courts of the relevant countries and regions,
as well as the approval of the shareholders’ meeting of GTC).
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:NA
19.Basic information of companies participating in the merger:
(1)The Company provides development and manufacturing services for thick
and thin film substrates, as well as customized semiconductor
micro-module packaging.
(2)Global Testing Corporation Limited is a holding company listed in
Singapore. Its principle operating entity is Global Testing Corporation,
its wholly owned subsidiary, which provides semiconductor testing
services, with its main manufacturing and operating facilities located
in Taiwan.
20.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):NA
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:None.
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
Upon completion of the Acquisition, GTC will delist from the
Singapore Exchange and become a wholly owned subsidiary of
the Company. The Company intends to continue operating GTC’s
business.
23.Other important terms and conditions:
Please refer to “Any other matters that need to be specified”.
24.Other major matters related to the mergers and acquisitions: None.
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:
Mr. Chen, Tie-Min, the chairperson of the Company, also serves
as a director of GTC and as the chairperson of Yageo Corporation
and Kuo-Shin Investment Ltd., both of which are major shareholders
of GTC. In addition, the ultimate shareholders of the corporate
directors Shi Hen Enterprise Limited, Hung Tai Investment Ltd. and
San Tai Investment Ltd. are Mr. Chen, Tie-Min and his children.
Accordingly, Mr. Chen has an interest in the Acquisition. As the
Acquisition is in the interests of the Company, the participation
of the aforementioned directors in the discussion and voting on
the Acquisition would not be prejudicial to the interests of the
Company. Nevertheless, in order to ensure the objectivity of the
decision-making process, Mr. Chen, Tie-Min, the chairperson of
the Company; Tsai, Shu-Chen, the representative of corporate
director Shi Hen Enterprise Limited; Huang, Chia-Li and Chen,
Pen-Chi, the representatives of corporate director Hung Tai
Investment Ltd.; and Chen, Shao-Chiao, the representative of
corporate director San Tai Investment Ltd., voluntarily recused
themselves from the matter and did not participate in the
discussion or exercise their voting rights.
In addition, Mr. Tai, Chung-Hou, an independent director of the
Company, also serves as a director of Global Testing Corporation,
a wholly owned subsidiary of GTC, and therefore has an interest in
the Acquisition. As the Acquisition is in the interests of the Company,
his participation in the discussion and voting on the Acquisition would
not be prejudicial to the interests of the Company. Nevertheless, in
order to ensure the objectivity of the decision-making process, Mr. Tai,
Chung-Hou voluntarily recused himself from the matter and did not
participate in the discussion or exercise his voting rights.
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:NA
29.Details on transactions with the counterparty for the past year
and the expected coming year:NA
30.Source of funds:The Company’s own funds.
31.Any other matters that need to be specified:
1.For the purpose of completing the Scheme, the following approvals
and resolutions remain to be obtained by the Company:
(1) Approval from the Department of Investment Review of MOEA for
the Company’s outbound investment.
(2) Approval from the SGX for the related documents to be issued
by the Company in relation to the Scheme.
(3) Sanction of the Scheme by the Singapore Court.
(4) Approval from GTC’s shareholders.
2.The directors of the Company (including any who may have delegated
detailed supervision of the preparation of this announcement) have
taken all reasonable care to ensure that the facts stated and all
opinions expressed in this announcement (excluding information
relating to GTC or any opinion expressed by GTC) are fair and
accurate and that, where appropriate, no material facts in relation
thereto have been omitted from this announcement, the omission of
which would make any statement in this announcement misleading,
and the directors of the Company jointly and severally accept
responsibility accordingly.
Where any information has been extracted or reproduced from published
or otherwise publicly available sources or obtained from GTC, the sole
responsibility of the directors of the Company has been to ensure that,
through reasonable enquiries, such information is accurately extracted
from such sources or, as the case may be, reflected or reproduced in
this announcement. The directors do not accept any responsibility for
any information relating to or any opinion expressed by GTC
transfer):
Scheme of Arrangement (hereinafter referred to as “Scheme”)
2.Date of occurrence of the event:2026/11/09
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):
Acquiring company: Tong Hsing Electronic Industries, Ltd. (hereinafter
referred to as “the Company” or “Tong Hsing”)
Target company: Global Testing Corporation Limited (hereinafter referred
to as “GTC”)
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): Global Testing Corporation Limited
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)The chairperson of the Company, Mr. Chen, Tie-Min, also serves as
a director of GTC and the chairperson of the main shareholders of
GTC, Yageo Corporation and Kuo-Shin Investment Ltd.
(2)The Acquisition is primarily driven by strategic considerations
of value creation, transforming the Company from a “packaging
manufacturer” into an “integrated packaging and testing service
provider”. In terms of the consideration of the Acquisition
(hereinafter referred to as the “Acquisition Consideration”),
the Company has taken into consideration, among other factors,
GTC’s latest audited financial statements, operating status,
future development, and market price, as well as the fairness
opinion issued by the independent expert. Therefore, there will
not be a material impact on shareholders’ equity of the Company.
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
(1)Primarily in view of the complementary nature of the businesses
of the two parties and their long-term strategic development,
the Company proposes to acquire a 100% shareholding in GTC,
following which GTC will delist from the Singapore Exchange
(hereinafter referred to as “SGX”) and become a wholly owned
subsidiary of the Company.
(2)The Acquisition Consideration is SGD 2.30 in cash per share,
and the Company expects to acquire a total of 33,351,527 GTC
ordinary shares.
(3)The Acquisition Consideration will be paid to all shareholders
of GTC within 7 business days after the effective date of the
Scheme (hereinafter referred to as the “Scheme Effective Date”),
which will be set following the satisfaction of the conditions
to the transaction.
8.Anticipated benefits of the merger and acquisition:
The Company believes that the Acquisition and subsequent privatisation
of GTC would provide the Company with greater flexibility to manage,
develop and integrate the existing businesses of GTC as part of the
Company’s group. With the continuous development of application
markets such as Optical Communication, Power Semiconductor, Mixed
Signal, and Radio Frequency (RF), product complexity and technical
barriers in the semiconductor industry are increasing, driving growing
customer demand for integrated packaging and testing turnkey solutions.
Against this backdrop, the Acquisition is intended to drive value
creation by enabling the Company to transform itself from a “packaging
manufacturer” into an “integrated packaging and testing service
provider”.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Upon completion of the Acquisition, the Company’s scale of operation
is expected to increase, which will have a positive impact on the
future revenue and profitability of the Company, thereby generating
an accretive effect on the Company’s net worth per share and earnings
per share.
10.Types of consideration for mergers and acquisitions and sources of funds:
The Acquisition Consideration is SGD 2.30 in cash per share,
and the Company expects to acquire a total of 33,351,527 GTC
ordinary shares.
It will be fully funded by the Company’s own funds.
11.Share exchange ratio and calculation assumptions:NA
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:No.
13.Name of accounting, law or securities firm:Jiacian CPA Firm
14.Name of CPA or lawyer:Tseng, Ju-Ping
15.Practice certificate number of the CPA: CPA Associations R.O.C. No.1020131
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:
After reviewing the Equity Valuation Report issued by Adeal Financial
Advisory Co., Ltd., accountant Tseng, Ju-Ping from Jiacian CPA Firm
issued a fairness opinion on the reasonableness of the Acquisition
Consideration of SGD 2.30 per share.
17.Estimated date of completion:
Completion will take place after all conditions to the Scheme have been
satisfied (including but not limited to obtaining the approvals from the
competent authorities and courts of the relevant countries and regions,
as well as the approval of the shareholders’ meeting of GTC).
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:NA
19.Basic information of companies participating in the merger:
(1)The Company provides development and manufacturing services for thick
and thin film substrates, as well as customized semiconductor
micro-module packaging.
(2)Global Testing Corporation Limited is a holding company listed in
Singapore. Its principle operating entity is Global Testing Corporation,
its wholly owned subsidiary, which provides semiconductor testing
services, with its main manufacturing and operating facilities located
in Taiwan.
20.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):NA
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:None.
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
Upon completion of the Acquisition, GTC will delist from the
Singapore Exchange and become a wholly owned subsidiary of
the Company. The Company intends to continue operating GTC’s
business.
23.Other important terms and conditions:
Please refer to “Any other matters that need to be specified”.
24.Other major matters related to the mergers and acquisitions: None.
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:
Mr. Chen, Tie-Min, the chairperson of the Company, also serves
as a director of GTC and as the chairperson of Yageo Corporation
and Kuo-Shin Investment Ltd., both of which are major shareholders
of GTC. In addition, the ultimate shareholders of the corporate
directors Shi Hen Enterprise Limited, Hung Tai Investment Ltd. and
San Tai Investment Ltd. are Mr. Chen, Tie-Min and his children.
Accordingly, Mr. Chen has an interest in the Acquisition. As the
Acquisition is in the interests of the Company, the participation
of the aforementioned directors in the discussion and voting on
the Acquisition would not be prejudicial to the interests of the
Company. Nevertheless, in order to ensure the objectivity of the
decision-making process, Mr. Chen, Tie-Min, the chairperson of
the Company; Tsai, Shu-Chen, the representative of corporate
director Shi Hen Enterprise Limited; Huang, Chia-Li and Chen,
Pen-Chi, the representatives of corporate director Hung Tai
Investment Ltd.; and Chen, Shao-Chiao, the representative of
corporate director San Tai Investment Ltd., voluntarily recused
themselves from the matter and did not participate in the
discussion or exercise their voting rights.
In addition, Mr. Tai, Chung-Hou, an independent director of the
Company, also serves as a director of Global Testing Corporation,
a wholly owned subsidiary of GTC, and therefore has an interest in
the Acquisition. As the Acquisition is in the interests of the Company,
his participation in the discussion and voting on the Acquisition would
not be prejudicial to the interests of the Company. Nevertheless, in
order to ensure the objectivity of the decision-making process, Mr. Tai,
Chung-Hou voluntarily recused himself from the matter and did not
participate in the discussion or exercise his voting rights.
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:NA
29.Details on transactions with the counterparty for the past year
and the expected coming year:NA
30.Source of funds:The Company’s own funds.
31.Any other matters that need to be specified:
1.For the purpose of completing the Scheme, the following approvals
and resolutions remain to be obtained by the Company:
(1) Approval from the Department of Investment Review of MOEA for
the Company’s outbound investment.
(2) Approval from the SGX for the related documents to be issued
by the Company in relation to the Scheme.
(3) Sanction of the Scheme by the Singapore Court.
(4) Approval from GTC’s shareholders.
2.The directors of the Company (including any who may have delegated
detailed supervision of the preparation of this announcement) have
taken all reasonable care to ensure that the facts stated and all
opinions expressed in this announcement (excluding information
relating to GTC or any opinion expressed by GTC) are fair and
accurate and that, where appropriate, no material facts in relation
thereto have been omitted from this announcement, the omission of
which would make any statement in this announcement misleading,
and the directors of the Company jointly and severally accept
responsibility accordingly.
Where any information has been extracted or reproduced from published
or otherwise publicly available sources or obtained from GTC, the sole
responsibility of the directors of the Company has been to ensure that,
through reasonable enquiries, such information is accurately extracted
from such sources or, as the case may be, reflected or reproduced in
this announcement. The directors do not accept any responsibility for
any information relating to or any opinion expressed by GTC