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Governance News

12.21.2022

Announcement on behalf of the Company's subsidiary ZhanCheng Tourism Development Sdn. Bhd. for land


Announcement on behalf of the Company's subsidiary
ZhanCheng Tourism Development Sdn. Bhd. for
land acquisition.

1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):land located at Kg. Pengalat Besar,
situated in Papar, Sabah, Malaysia.
2.Date of occurrence of the event:2022/12/21
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:25.545 hectares(equivalent to
2,749,637 square feet or 77,273.63 ping)
Unit price:RM 1,765,238 per hectare(equivalent to RM16.40 per square foot
or RM583.55 per ping)
Total Transaction price:RM45,093 thousand(equivalent to NT$300,364,473)
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
counterparty:Treasure Sage Sabah Sdn. Bhd.
relationship with the Company:A subsidiary 100% owned by Yuheng Co., Ltd.,
which holds more than 50% of the Company.
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:
the reason for choosing the related party:in consideration of the location
of lands and its reasonable price.
previous owner:WEE GIOK SHUN & WEE WUI NEE, WONG SIEW GUEN, Amylia Edmund
and LPL 118 CORPORATION SDN. BHD.
relationship with the Company and the counterparty:non-related party
the previous date and monetary amount of transfer:2018/12/31~2020/12/30
and the total price is RM42,660 thousand.(deed tax and stamp duty excluded)
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:
not applicable.
7.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition):not applicable.
8.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
1.Pay the deposit RM1,000 thousand after signing the contract.
2.Pay RM3,500 thousand after lodging the caveat.
3.The remaining price will be paid after land transfer.
Restrictive convenants in the contract:As to the 3 pieces of land
with title deed No.CL025441347, etc., the seller has the obligation
to complete the change of land title and aquisition of the ownership
of the land within 12 months from the date of signing the contract.
Note: 12 pieces of land are included in the transaction.
9.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
Price comparison and negotiation: negotiation of price.
Decision making unit: according to the resolution of the Company.
The Company referred to the valuation report from certified
appraisal firms.
10.Name of the professional appraisal firm or company and
its appraisal price:
1.CBRE(C H Williams Talhar & Wong)
RM45,000,000
2.Repro international arrpraisal& KnightFrank Malaysia Sdn. Bhd.
RM52,000,000
11.Name of the professional appraiser:
CBRE(C H Williams Talhar & Wong):Sr Cornelius Koh&
Jonson Lee
Repro international arrpraisal& KnightFrank Malaysia Sdn. Bhd.:
Jackie Wu & Sr CHEN YUN NGEN
12.Practice certificate number of the professional appraiser:
Jonson:(108)Bei Shi Gu Zi No000272
Cornelius:V-649
Jackie:(94)Bei Shi Gu Zi No000065
CHEN YUN NGEN:V-665
13.The appraisal report has a limited price, specific price,
or special price:Not applicable.
14.An appraisal report has not yet been obtained:Not applicable.
15.Reason for an appraisal report not being obtained:Not applicable.
16.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA:
The trial unit price of the appraisal object adjusted by the
comparative difference by two appraiser firms:
The unit price is from RM11.27 to 30.45 per square foot,
In consideration of the large areas where the evaluation target is
located, the unit price of the land transaction decided by the two
firms are respectively RM16.37 per square foot(CBRE)and
RM18.91 per square foot(REPro), within the range of the trial
unit price, which supposed that the evaluation result
is still reasonable.
17.Name of the CPA firm:Licheng Accounting Firm
18.Name of the CPA:Zhou Cheng-wei
19.Practice certificate number of the CPA:
Taiwan Provincial Capital Certificate No. 4851.
20.Broker and broker's fee:Not applicable.
21.Concrete purpose or use of the acquisition or disposal:
To develop tourism business.
22.Any dissenting opinions of directors to the present transaction:
No
23.Whether the counterparty of the current transaction is a
related party:Yes
24.Date of the board of directors resolution:2022/12/21
25.Date of ratification by supervisors or approval by
the audit committee:2022/12/21
26.The transaction is to acquire a real property or right-of-use
asset from a related party:Yes
27.The price assessed in accordance with the Article 16 of the
Regulations Governing the Acquisition and Disposal of Assets
by Public Companies:NT$ 300,366,385
28.Where the above assessed price is lower than the transaction price,
the price assessed in accordance with the Article 17 of the same
regulations:not applicable.
29.Any other matters that need to be specified:none.
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