Release Date: July 17, 2062 Statement Date: July 16, 2062 Statement Time: 17:43:23 Company Code: 2062 Company Name: Chiao Chun Subject: (Supplementary Announcement of Material Information on 115/01/21) Announcement of the Company's Board Approval of a Lease Agreement with Related Parties (Change of Lessor) Applicable Clause: Clause 20 Factual Date: July 16, 2062 Details: 1. Name and Nature of the Subject Property (e.g., land in Section XX, Subsection XX, North District, Taichung City): Part of land in Zhenxing Section, Lukang Township, Changhua County, with land numbers 984, 984-1, 986, 987, 988, 989-1, 992, 993, 994, 995, and above-ground buildings with addresses No. 169, Lane 498, Section 3, Luhe Road, Gouqian Village, Lukang Township, Changhua County (Buildings A and B), and No. 173 (Building D)

2. Factual Date: July 16, 2062 ~ July 16, 2062

3. Board Approval Date: July 16, 2062 (Minguo Year 115)

4. Other Approval Dates: Not applicable

5. Quantity of Units (e.g., XX square meters, equivalent to XX ping), Unit Price, and Total Transaction Amount: Leased Area: Factory 5,205.15 ping, Land 4,207.71 ping Monthly Rent: NT$2,860,000

6. Counterparty and Relationship with the Company (If the counterparty is a natural person and not a related party of the company, name disclosure may be omitted): Counterparty: Yang Cheng-Fa (Building Owner), Yang Ching-Chi (Land Owner) (Both are heirs of Huang Pi-Hua (hereinafter referred to as Ms. Huang)) Relationship with the Company: (1) Yang Cheng-Fa and Yang Ching-Chi are directors of the company (2) Huang Pi-Hua is a relative within two degrees of kinship to the company's directors

7. If the counterparty is a related party, disclose the reason for selecting the related party as the transaction counterparty, the previous transferor, the relationship among the company, the counterparty, and the previous transferor, the previous transfer date, and the transfer amount: 1. Reason for selecting a related party as the counterparty: The subject property Building A is currently leased by the company as a logistics warehouse. Leasing Buildings B and D in addition will integrate warehouse management functions and reduce operational costs. Seeking alternative warehouses would disperse storage locations; therefore, the company continues leasing from the related party.

2. Previous Transfer Information: Land: Except as stated below, Ms. Huang acquired the land from unrelated parties before August 5, 1992 (Minguo Year 81) Land and Buildings: Buildings totaling 8,004.7 square meters (2,421.44 ping) and land totaling 3,095 square meters (936.2375 ping) (land numbers 984, 986, 987, 989-1) were approved by the company's board on December 5, 2017 (Minguo Year 106) to be sold to Ms. Huang for NT$72,090,287. Ms. Huang is a relative within two degrees of kinship to the company's directors.

8. If the subject property was previously owned by a company-related party within the last five years, disclose the date of acquisition and disposal, price, and the relationship with the company at the time of transaction: I. Building A (1) Original Acquisition Date by Related Party: March 2, 2018 (Minguo Year 107) (2) Original Acquisition Price by Related Party: NT$72,090,287 (3) Counterparty and Relationship with the Company and Related Party: Counterparty is the company; Ms. Huang is a relative within two degrees of kinship to the company's directors. (4) The company sold land totaling 3,095 square meters (936.24 ping) and buildings totaling 8,004.7 square meters (2,421.44 ping) to Ms. Huang on March 2, 2018 (Minguo Year 107).

II. Buildings B and D (1) Original Acquisition Date by Related Party: Land: Acquired from unrelated parties before August 5, 1992 (Minguo Year 81) (area 3,191.65 ping) Factory: Construction began after obtaining building permit on April 2, 2024 (Minguo Year 113) (area 4,189.09 ping) (2) Original Acquisition Price by Related Party: 1. Excluding land: The land was held before August 5, 1992, and original acquisition cost information is unavailable, thus cannot be calculated per Article 16 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies.' After adding the factory cost of Buildings B and D to the acquisition price on March 2, 2018, the related party's original acquisition price is approximately NT$410,208,283. 2. Including land: If the land's original acquisition cost is substituted with a recent third-party appraisal value, and combined with Buildings B and D and the March 2, 2018 acquisition price, the related party's original acquisition price is approximately NT$900,928,783. (3) Counterparty and Relationship with the Company and Related Party: The old factory of the subject property was originally sold by the company to Ms. Huang, who is a relative within two degrees of kinship to the company's directors. She then commissioned an unrelated party to demolish the old factory and construct the new factory.

9. Expected Gain (or Loss) from Disposal (Not applicable for asset acquisition) (Deferred gains/losses should be listed with recognition details): Not applicable

10. Delivery or Payment Terms (including payment period and amount), Contractual Restrictions, and Other Important Agreements: Delivery or Payment Terms: As stipulated in the lease agreement. Contractual Restrictions: None. Other Important Agreements: None.

11. Decision Method for the Transaction (e.g., bidding, comparison, negotiation), Reference Basis for Price Determination, and Decision-Making Unit: 1. Transaction Decision Method: Negotiation 2. Reference Basis for Price Determination: Market conditions. 3. Decision-Making Unit: The company's board of directors.

12. Name of Professional Appraisal Firm or Company and Appraisal Amount: Not applicable

13. Name of Professional Appraiser: Not applicable

14. Professional Appraiser's License Number: Not applicable

15. Whether the Appraisal Report is for a Limited, Specific, or Special Price: No or Not applicable

16. Whether an Appraisal Report Has Not Yet Been Obtained: No or Not applicable

17. Reason for Not Obtaining the Appraisal Report: Not applicable

18. Reasons for Significant Differences in Appraisal Results and Auditor's Opinion: Not applicable

19. Name of Accounting Firm: Not applicable

20. Name of Accountant: Not applicable

21. Accountant's License Number: Not applicable

22. Broker and Brokerage Fees: Not applicable

23. Specific Purpose or Use of the Acquisition or Disposal: The company will lease adjacent newly constructed factories and integrate the Wuri warehouse's material storage function to enhance warehouse management efficiency. Therefore, leasing from the related party is necessary.

24. Opinions of Directors Who Objected to the Transaction: None.

25. The transaction is a related-party transaction: Yes

26. Date of Supervisor Approval or Audit Committee Consent: July 16, 2062 (Minguo Year 115)

27. The transaction involves acquiring real estate or its right-of-use asset from a related party: Yes

28. Valuation amount under Article 16 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies': NT$410,208,283

29. Valuation amount under Article 17 of the same rules if the valuation in the previous item is lower than the transaction price: Not applicable

30. Previous date of material information announcement regarding the same event: Not applicable

31. Other Explanatory Matters: None.

FACT BOX

  • Source: PR Times
  • Category: News