1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): NHOA S.A. (referred to as "NHOA")

2. Date of occurrence: 07/17/115 ~ 07/17/115

3. Board approval date: July 17, 115

4. Other approval dates: Not applicable

5. Transaction quantity, unit price, and total transaction amount: Total investment amount: €232,568,000

6. Counterparty and its relationship with the company (if the counterparty is a natural person and not a related party of the company, name disclosure may be omitted): (1) TCC Dutch plans to carry out internal organizational restructuring of its European subsidiaries by establishing a new wholly-owned subsidiary, TCC Energy Holdings B.V. ("TCC Energy"). TCC Energy will acquire 100% equity of NHOA S.A. from TCC Europe Holdings B.V. ("TCEH"). Simultaneously, TCC Dutch will inject capital into TCC Energy. This transaction is an internal group restructuring with no actual cash inflow or outflow, thus classified as a "non-cash transaction." (2) TCC Energy, TCEH, and NHOA are all 100% subsidiaries of TCC Group.

7. If the counterparty is a related party, disclose the reason for selecting the related party as the counterparty, the previous transferor, the relationship between the previous transferor and the company and the counterparty, the previous transfer date, and the transfer amount: Not applicable

8. If the ownership of the subject matter was held by a related party of the company within the past five years, disclose the date, price, and relationship with the company at the time of acquisition and disposal by the related party: Not applicable

9. Matters related to the disposal of receivables in this transaction (including types of collateral attached to the disposed receivables; if the disposed receivables are related to related parties, disclose the names of the related parties and the book value of the receivables disposed): Not applicable

10. Gain (or loss) on disposal (not applicable for acquisition of securities) (if previously deferred, explain recognition status in a table): Not applicable

11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Delivery or payment terms: According to the capital increase schedule of each subsidiary.

12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: Decision-making unit: According to the company's approval authority.

13. Net asset value per share of the securities-issuing company acquired or disposed: Not applicable

14. Cumulative number, amount, shareholding ratio, and rights restriction status (e.g., pledge status) of the securities held (including this transaction) to date: Cumulative holding amount: €232,568,000 Cumulative shareholding ratio: 100% Rights restriction status: None

15. Cumulative proportion of securities investments (including this transaction) listed under Article 3 of the "Regulations on Acquisition or Disposal of Assets by Publicly Issued Companies" to the total assets and equity attributable to owners of the parent company in the company's most recent financial statements, and the amount of working capital in the most recent financial statements (Note 2): Proportion to total assets in the most recent financial statements: 24.74% Proportion to equity attributable to owners of the parent company in the most recent financial statements: 40.75% Working capital amount in the most recent financial statements: NT$20,250,951,000

16. Broker and brokerage fees: Not applicable

17. Specific purpose or use of acquisition or disposal: Long-term investment

18. Opinions of directors who objected to this transaction: None

19. Whether this transaction is a related-party transaction: Yes

20. Date of supervisor approval or audit committee consent: Not applicable

21. Whether the accountant issued a non-reasonable opinion on this transaction: Not applicable

22. Name of accounting firm: Not applicable

23. Name of accountant: Not applicable

24. Accountant's practice certificate number: Not applicable

25. Whether it 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 for the same event: Not applicable

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: News
  • Organizations: NHOA S.A. / TCC Dutch Holdings B.V. / TCC Energy Holdings B.V.