C06512-2024

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SFA Semicon Philippines CorporationSSP

PSE Disclosure Form DLR-2 - Petition for Voluntary Delisting and
Other Related Requirements References: Rules on Voluntary Delisting

Subject of the Disclosure

Filing of Petition for Voluntary Delisting
Background/Description of the Disclosure

On August 21, 2024, SFA Semicon Co. Ltd. (“SSK”), which owns approximately 89.98% of the total issued and outstanding capital stock of SFA Semicon Philippines Corporation (“SSP” or the “Company”), sent a Letter of Intent to SSP notifying SSP of SSK’s intention to make a tender offer (“Tender Offer”) for all the outstanding common shares of SSP owned by the other stockholders (other than those owned by the members of SSP’s Board of Directors with respect to their qualifying common shares) for the purpose of the voluntary delisting of SSP from the Main Board of The Philippine Stock Exchange, Inc. ( “PSE”) (“Voluntary Delisting”) and to request the relevant approvals for the voluntary delisting of SSP.

At a special Board meeting held on August 21, 2024, all the members of the Board of Directors of the Company, including its two independent directors (which constitute all of its independent directors), approved the filing by the Company of an application for the Voluntary Delisting subject to: (1) the approval of the stockholders of the Company of the Voluntary Delisting; (2) the completion of the Tender Offer by SSK; and (3) the showing by SSK to the PSE that, following its acquisition of the tendered shares, SSK has obtained a total of at least 95% of the total issued and outstanding common shares of the Company or such percentage as the PSE may allow to effect the Voluntary Delisting.

In accordance with the Amended Voluntary Delisting Rules of the PSE, the voluntary delisting must be approved by stockholders owning at least two-thirds (2/3) of the total outstanding and listed shares of the corporation. Further, the number of votes cast against the delisting proposal should not be more than ten percent (10%) of the total outstanding and listed shares of the corporation.
In a special stockholders’ meeting held on October 11, 2024, stockholders owning at least 2/3 of the total outstanding and listed shares of the Company approved the Voluntary Delisting and no votes were cast by any shareholder against the Voluntary Delisting.
Stock Symbol(s) of Affected Securities SSP
Other Relevant Information

Please see attached Petition for Voluntary Delisting filed with the PSE.
Filed on behalf by:
Name Caroline Sicat
Designation Treasurer/Assistant Corporate Secretary