1. Name and nature of the subject matter (if preferred shares, specify issuance conditions such as dividend rate): Ordinary shares of CIPEC Trading, Inc.
2. Date on which the fact occurred: August 24, 2026 ~ August 24, 2026
3. Date of board approval: August 24, 2026
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount: Total number of units: 9,440,000 shares Unit price: PHP 100 per share Total transaction amount: PHP 944,000,000 Equivalent in New Taiwan Dollars: Approximately TWD 495,788,800 (Exchange rate: PHP:TWD = 1:0.5252)
6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party of the company, name disclosure may be omitted): Counterparty: CIPEC Trading, Inc. Relationship with the company: CIPEC Trading, Inc. is a subsidiary in which CTCI Overseas Corp. Ltd. holds equity
7. If the counterparty is a related party, disclose the reason for selecting the related party as the transaction party, the previous owner, the relationship between the previous owner and the company and the counterparty, the previous transfer date, and the transfer amount: Not applicable due to current capital increase
8. If the owner of the securities to be acquired or disposed of was a related party of the company within the past five years, disclose the related party's acquisition and disposal dates, prices, and relationship with the company at the time of transaction: Not applicable due to current capital increase
9. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties are disposed of, disclose the names of the related parties and the book value of the receivables disposed of): Not applicable due to current capital increase
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, list and explain recognition status): Not applicable
11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: In accordance with the capital increase schedule of CIPEC Trading, Inc.
12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: Decision-making unit: Board of Directors of CTCI Overseas Corp. Ltd. Decision-making method and price determination basis: The Board of Directors of subsidiary CTCI Overseas Corp. Ltd. authorized directors to participate in the capital increase of CIPEC Trading, Inc. according to its capital increase schedule, and fully handle the matter in compliance with laws and the company's internal procedures.
13. Net asset value per share of the securities-issuing company to be acquired or disposed of: Not applicable
14. Cumulative holdings of the securities involved in this transaction (including this transaction) as of now, in terms of quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): Cumulative holding quantity: 9,767,445 shares Amount: PHP 976,744,500 Ownership percentage: 90.86%; Rights restriction status: None
15. Proportion of securities investments (including this transaction) under Article 3 of the 'Regulations on Acquisition or Disposition of Assets by Publicly Issued Companies' to the company's total assets and equity attributable to parent company owners in the latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Proportion to total assets in latest financial statements: 2.24% Proportion to equity attributable to parent company owners in latest financial statements: 8.33% Working capital: TWD 7,052,295,000
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal of securities: To improve financial structure and reduce interest expenses
18. Opinions of directors who objected to this transaction: None
19. Whether this transaction is a related-party transaction: Yes
20. Date of auditor's acknowledgment or audit committee approval: Not applicable
21. Whether the accountant issued a non-reasonableness opinion on this transaction: Not applicable
22. Name of the accounting firm: Not applicable
23. Name of the accountant: Not applicable
24. Accountant's practice certificate number: Not applicable
25. Whether this involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction status with the counterparty in the past year and expected in the next year: Not applicable
28. Source of funds: Not applicable
29. Previous date of material information announcement regarding the same event: Not applicable
30. Other explanatory matters: None
FACT BOX
- Source: PR Times
- Category: Funding
- Organizations: CTCI Overseas Corp. Ltd. / CIPEC Trading, Inc.