BOD Resolution of OUCC for the Disposed Land Lot Zhong Lin Tse of Xiaogang District, Kaohsiung City
1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City): No 1099-6 & 1099-7 of Lot
Zhong Lin Tse of Xiaogang District, Kaohsiung City
2.Date of occurrence of the event: 2023/03/07
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:
(a) Land: 23,177 square meters, equivalent to 7,011.04 pings
(b) Total transaction amount: NTD1,052,000 thousand
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
(a) Trading counterparty: Fu-Ming Transport Corporation
(b) Its relationship with the Company: Related party
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:
(a) Reason for choosing the related party as trading counterparty:
For asset revitalization
(b) Previous owner: Far Eastern Int'l Bank
(c) Its relationships with the Company and the trading counterparty:
All three are related parties to each other
(d) Previous transaction amount: NTD150,840 thousand
(e) Previous date of acquisition: October, 2004
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction: N/A
7.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition): Approx. NTD720,000 thousand
8.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
(a) Terms of delivery or payment (including payment period and monetary
amount): According the payment terms of the bilateral contract
(b) Restrictive covenants in the contract, and other important terms and
conditions: Nil
9.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
(a) The manner of deciding on this transaction: Price negotiation
(b) The reference basis for the decision on price, and the decision-making
unit: BOD resolution of 7 March 2023
10.Name of the professional appraisal firm or company and
its appraisal price:
(a) Cushman & Wakefield: NTD1,044,645 thousand
(b) Home Ban Appraisers Joint Firm: NTD1,037,635 thousand
11.Name of the professional appraiser:
(a) Cushman & Wakefield: Tsai, Chia He
(b) Home Ban Appraisers Joint Firm: Lin, Jui Ming
12.Practice certificate number of the professional appraiser:
(a) Tsai, Chia He: (94) Pei-Shi-Gu-Tze No. 000080
(b) Lin, Jui Ming: (96) Pei-Shi-Gu-Tze No. 000110
13.The appraisal report has a limited price, specific price,
or special price: N/A
14.An appraisal report has not yet been obtained: N/A
15.Reason for an appraisal report not being obtained: N/A
16.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA: N/A
17.Name of the CPA firm: N/A
18.Name of the CPA: N/A
19.Practice certificate number of the CPA: N/A
20.Broker and broker's fee: N/A
21.Concrete purpose or use of the acquisition or disposal:
By asset revitalization to secure the benefit resulted from asset increment
22.Any dissenting opinions of directors to the present transaction: Nil
23.Whether the counterparty of the current transaction is a
related party: Yes
24.Date of the board of directors resolution: 2023/03/07
25.Date of ratification by supervisors or approval by
the audit committee: 2023/03/06
26.The transaction is to acquire a real property or right-of-use
asset from a related party: No
27.The price assessed in accordance with the Article 16 of the
Regulations Governing the Acquisition and Disposal of Assets
by Public Companies: N/A
28.Where the above assessed price is lower than the transaction price,
the price assessed in accordance with the Article 17 of the same
regulations: N/A
29.Any other matters that need to be specified: Nil