1. Name and nature of the subject matter (e.g. location of land at sub-section xx, section xx, North District, Taichung City ): The on building C2 Tank & part of ASU installation
2. Date of the occurrence of the event: 2014/05/28~2014/05/28
3. Volume (e.g. xx square meters, xx pings in equivalence), unit price and total monetary amount of the transaction:
Total monetary amount: RMB140,021,915.58(excludingtax)
RMB163,825,641.23(includingtax)
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
Trading counterpart: Tong Da Gas Industries (Yangzhou) Ltd.
Relationships to the Company: Both are subsidiaries of OUCC
5. Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition :
The cause: Under request of local Customs for substantially self-owned installation or equipment of Tong Da in terms of its business operation in the production and services of C2 tank, oxygen gas and the like.
Any previous transfer: NA 1st time transfer
6. When the person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: NA
7. Anticipated profit or loss from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Anticipated loss of RMB 67,000 on account of stamp duty and the assessment fee
8. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Terms of delivery or payment: Completion of contract to be scheduled after approval of BOD payment upon delivery and check acceptance.
Restrictive covenants in the contract, and other important stipulations : NIL
9. The manner in which the current transaction was decided (e.g. bidding, price comparison or negotiation) the reference basis for the decision on price, and the decision-making department:
The manner in which the current transaction was decided: Price negotiation
The reference basis for the decision on price: Verification report of assets evaluation by Hongrui Certified Public Accountants Co., Ltd.
The decision-making department: Board of Directors
10. Name of certified company which conducts the evaluation and the amount evaluated:
Hongrui Certified Public Accountants Co., Ltd. RMB140,021,915.58 (excluding tax)
11. Name of certified public valuers:
Hongrui Certified Public Accountants Co., Ltd.—C.C. Chu, registered asset valuer numbered 32000739
Hongrui Certified Public Accountants Co., Ltd.—S.H. Gu, registered asset valuer numbered 32020417
Hongrui Certified Public Accountants Co., Ltd.—C.P. Shen, registered asset valuer numbered 32080006
12. Practice certificate numbers of the certified public valuers: Same as above
13. Of which the verification report contains, the definitive, or specific, or exceptional price?: None
14. Was it due to the yet to be obtained verification report: No.
15. Accountable reason for the unavailability of the verification report:
16. Reason of critical discrepancy in comparison to the transaction amount and the opinion of the CPA: NA
17. Broker and brokerage fee: No
18. Concrete purpose or use of the acquisition or disposition: To serve the requirement of business operation of Tong Da Gas Industries (Yangzhou) Ltd.
19. Do the directors have any objection to the present transaction?: No
20. Such transaction be identified as related party transaction?: Yes
21. Date of BOD’s resolution: 2014/06/06
22. Date of Supervisors’ approval: 2014/ 06/06
23. Does the transaction conclude with real estate acquisition from the related party?: No
24. The evaluated price according to article 15 regulation governing “Precedures for assets acquisition of disposal by the public company”:
25. The evaluated price according to article 16 regulation when aforementioned evaluation price is lowered than the transaction price:
26. Any other matters that need to be specified: No