Date of Announcement: July 10, 115 Date of Statement: July 9, 115 Time of Statement: 19:55:05 Company Code: 4536 Company Name: Tuokai Subject: Announcement of Group Internal Investment Structure Restructuring Applicable Clause: Clause 20 Date of Fact: July 9, 115

Description: 1. Name and nature of the subject matter (if preferred shares, specify issuance conditions such as dividend rate): This transaction involves XPT Investment Co., Limited (hereinafter "XPT Hong Kong Company"), an indirect subsidiary of the Company holding 70.32%, purchasing 70.32% of the shares in Taiwan Shin-Hongzhou Precision Co., Ltd. (hereinafter "Taiwan Shin-Hongzhou Company") directly held by the Company, and acquiring the remaining 29.68% from non-controlling shareholders of Taiwan Shin-Hongzhou Company.

2. Date of Fact: July 9, 115 ~ July 9, 115 3. Board Approval Date: July 9, 115 (ROC) 4. Other Approval Dates: Not applicable 5. Transaction Quantity, Unit Price, and Total Transaction Amount: Valuation Base Date: April 30, 115 Transaction Quantity: 2,109,600 shares Unit Price: NT$18.12 Total Transaction Amount: NT$38,225,952

6. Counterparty and Relationship with the Company (if the counterparty is an individual and not a related party, name disclosure may be omitted): The Company holds 100% of NEW SCORE HOLDING LIMITED (hereinafter "NSH Company"), NSH Company holds 70.32% of XPT Hong Kong Company, and the Company directly holds 70.32% of Taiwan Shin-Hongzhou Company.

7. If the counterparty is a related party, state the reason for selecting the related party as the counterparty, previous transferor, relationship among the previous transferor, the Company, and the counterparty, transfer date, and transfer amount: Reason for selecting a related party: To conduct internal investment structure restructuring for the Group’s future operations and to enhance management efficiency.

8. If the owner of the subject matter was a related party of the Company within the past five years, disclose the acquisition and disposal dates, prices, and relationship with the Company at the time: Not applicable

9. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties, disclose the name and book value of the receivables disposed): Not applicable

10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, explain recognition status): Not applicable

11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: As stipulated in the Share Transfer Agreement

12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: (1) As this case falls under organizational restructuring under common control, accounting treatment and transaction pricing shall be based on book value, with the reference basis being the shareholders' equity of Taiwan Shin-Hongzhou Company as of April 30, 115 (ROC). (2) Decision-making unit: Approved by the Company's board meeting on July 9, 115 (ROC).

13. Net asset value per share of the securities-issuing company acquired or disposed: NT$18.12

14. Cumulative number, amount, ownership percentage, and rights restrictions (e.g., pledge status) of securities held to date (including this transaction): After this transaction, the shareholding changes are as follows: XPT Hong Kong Company holds 100% of Taiwan Shin-Hongzhou Company, NSH Company, 100% owned by Tuokai, holds 70.32% of XPT Hong Kong Company. Rights restriction status: None

15. Proportion of securities investments (including this transaction) listed under Article 3 of the 'Asset Acquisition and Disposal Handling Standards for Publicly Issued Companies' to the Company's total assets and equity attributable to owners of the parent in the latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Percentage of parent's latest financial statement total assets: 0.28% Percentage of equity attributable to owners of the parent in latest financial statements: 0.42% Working capital in parent's latest financial statements: NT$2,106,692 thousand

16. Broker and brokerage fees: None

17. Specific purpose or use of acquiring or disposing of securities: Internal group investment structure restructuring

18. Opinions of dissenting directors regarding this transaction: None

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

20. Date of auditor's approval or audit committee's consent: July 9, 115 (ROC)

21. Whether the auditor issued an adverse opinion on this transaction: No

22. Name of accounting firm: Sheng-Jie Certified Public Accountants

23. Name of accountant: Certified Public Accountant Tu Sheng-Jie

24. Accountant's Practice Certificate Number: Financial Supervisory Commission Certificate No. 6591

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 disclosure for the same event: Not applicable

30. Other explanatory matters: This transaction is not a market transaction but an organizational restructuring under common control. Before and after the transaction, the ownership ratio of Tuokai and its non-controlling shareholders in Taiwan Shin-Hongzhou remains identical, and will not adversely affect Tuokai's shareholders.

FACT BOX

  • Source: PR Times
  • Category: News
  • Organizations: XPT Investment Co., Limited / NEW SCORE HOLDING LIMITED