Release Date: July 17, 115 Statement Date: July 16, 115 Statement Time: 17:28:18 Company Code: 2442 Company Name: Sunmax Group Subject: Supplemental Explanation to the April 14, 115 Announcement Regarding the Proposed In-Kind Contribution of Certain Assets to Subsidiary (Qicheng) for Organizational Restructuring Applicable Clause: Clause 20 Factual Date: July 16, 115

Details: 1. Name and Nature of the Subject Assets (e.g., land located in Section XX, Subsection XX, North District, Taichung City): (1) Ordinary shares of Qicheng Capital Co., Ltd. (formerly Qicheng Construction Co., Ltd.) (2) 15 parcels of land in Zhongzheng and Zhongshan Districts, Taipei City, along with buildings and parking spaces located thereon.

2. Factual Date: July 16, 115 ~ July 16, 115

3. Board Approval Date: April 14, 115

4. Other Approval Dates: Not applicable

5. Quantity of Units (e.g., XX square meters, converted to XX ping), Unit Price, and Total Transaction Value: (1) Qicheng Capital Co., Ltd. (formerly Qicheng Construction Co., Ltd.): Ordinary Shares: 42,940,000 shares Unit Price: NT$10

(2) 15 parcels of land in Zhongzheng and Zhongshan Districts, Taipei City, along with buildings and parking spaces: Land Area: 29.94 ping Building Area: 343.98 ping (including parking spaces) Total Transaction Value: NT$429,400,000

6. Counterparty and Relationship with the Company (If the counterparty is an individual and not a related party, name disclosure may be omitted): Counterparty: Qicheng Capital Co., Ltd. (formerly Qicheng Construction Co., Ltd.) Relationship: Qicheng Capital Co., Ltd. is a wholly-owned subsidiary of the Company (100% ownership)

7. If the counterparty is a related party, state the reason for selection, previous transferor, relationship among previous transferor, the Company, and the counterparty, transfer date, and amount: (1) Reason for selecting a related party: Group organizational restructuring (2) Previous transfer information: Not applicable

8. If the asset’s owner within the past five years was a related party of the Company, disclose the date, price, and relationship at the time of acquisition and disposal: Not applicable

9. Estimated gain (or loss) on disposal (not applicable for asset acquisition) (deferred gains/losses must be detailed): The transaction is part of internal group restructuring and will not result in any gain or loss on disposal in the Company’s consolidated financial statements.

10. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: As stipulated in the contract.

11. Decision method for the transaction (e.g., bidding, competitive pricing, negotiation), reference basis for pricing, and decision-making unit: Decision method and decision-making unit: Board of Directors Pricing reference basis: Based on the original acquisition cost and appraisal value of the Company’s real estate holdings.

12. Name of professional appraiser firm/company and appraisal value: Hong Bang Real Estate Appraisers Joint Office

13. Name of professional appraiser: Li Qingtang

14. Appraiser’s license number: Taipei City Real Estate Appraiser License No.: (108) North City Appraisal No. 000278

15. Whether the appraisal report specifies 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. If there is a significant difference in appraisal results, explain the reason and include auditor’s opinion: Not applicable

19. Name of accounting firm: Yung Sheng United Certified Public Accountants

20. Name of accountant: Wu Shangwen

21. Accountant’s license number: Taipei City CPA License No.: 1713 Taiwan Provincial CPA License No.: 1951

22. Broker and brokerage fees: Not applicable

23. Specific purpose or use of the acquisition or disposal: Group organizational restructuring

24. Dissenting opinions from directors regarding the transaction: None

25. Whether the transaction is with a related party: Yes

26. Date of supervisor approval or audit committee consent: April 14, 115

27. Whether the transaction involves acquiring real estate or right-of-use assets from a related party: No

28. Evaluation price under Article 16 of the 'Regulations Governing the Acquisition or Disposal of Assets by Publicly Issued Companies': Not applicable

29. Evaluation price under Article 17 if the price under the previous item is lower than the transaction price: Not applicable

30. Previous date of material information disclosure on the same event: April 14, 115

31. Other explanatory matters: Supplemental explanation to the April 14, 115 announcement, correcting the number of units and total transaction value.

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  • Source: PR Times
  • Category: News