1. Name and nature of the target asset (if preferred shares, specify issuance terms such as dividend rate): Name of the target: Century Offshore Wind Equipment Co., Ltd. Nature of the target: Ordinary shares

2. Date on which the event occurred: 6/25/216 ~ 6/25/216

3. Date of board approval: June 25, 2026

4. Other approval dates: Not applicable

5. Transaction quantity, unit price, and total transaction amount: Transaction quantity: 92,908,568 shares of Century Hua Hsin Wind Energy Co., Ltd. (hereinafter referred to as "Century Hua Hsin") held by the Company will be exchanged for 20,439,884 new shares of Century Offshore Wind Equipment Co., Ltd. (hereinafter referred to as "Century Wind"). Unit price: 0.22 new shares of Century Wind for each share of Century Hua Hsin. Total transaction amount: The transaction is conducted via share exchange. Based on the closing price of Century Wind shares on June 17, 2026 (NT$175), the total value is NT$3,576,980 thousand, which serves as the basis for this announcement.

6. Counterparty and its relationship with the Company (if the counterparty is an individual and not a related party of the Company, name disclosure may be omitted): Counterparty: Century Wind Relationship with the Company: A significant subsidiary of the Company

7. If the counterparty is a related party, state the reason for selecting such party, the previous transferor, the relationship among the previous transferor, the Company, and the counterparty, the transfer date, and the transfer amount: Reason for selection: Considering the overall strategic synergy of the group and the long-term operational development needs of subsidiaries Century Wind and Century Hua Hsin, the transaction is conducted in accordance with the Company's asset acquisition and disposal procedures. Previous transferor: Not applicable (acquisition of newly issued shares through share exchange) Relationship among previous transferor, the Company, and the counterparty: Not applicable

8. If the target asset's owner was a related party of the Company within the past five years, disclose the related party's 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 are involved, disclose the names and book amounts): 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: Delivery or payment terms: The Company intends to proceed in accordance with the share conversion agreement between Century Hua Hsin and Century Wind. Contractual restrictions and other important agreements: None

12. Decision-making method for the transaction, reference basis for price determination, and decision-making unit: On June 25, 2026, both Century Hua Hsin and Century Wind passed board resolutions to proceed with the share conversion. Each ordinary share of Century Hua Hsin will be exchanged for 0.22 ordinary shares of Century Wind. The transaction was evaluated in accordance with Article 10 of the Company's "Procedures for Acquisition or Disposal of Assets," and an independent expert issued the "Opinion on the Reasonableness of the Transaction Price and Impact on Shareholders' Equity Regarding Century Steel Structure Co., Ltd.'s Acquisition of Equity in Century Offshore Wind Equipment Co., Ltd. and Disposal of Holdings in Century Hua Hsin Wind Energy Co., Ltd." The transaction was approved by the Company's Audit Committee and Board of Directors.

13. Net asset value per share of the securities-issuing company: Not applicable

14. Cumulative holdings of the securities involved in this transaction (including this transaction) as of now (quantity, amount, ownership percentage, and any restrictions on rights such as pledges): Company (Century Steel) Quantity: 120,942,068 shares Amount: NT$10,069,057 thousand Ownership percentage: 51.25% Restrictions on rights: None

Subsidiary (Century Hua Hsin Wind Energy Co., Ltd.) Quantity: 7,669,797 shares Amount: NT$1,413,666 thousand Ownership percentage: 3.25% Restrictions on rights: None

Subsidiary (Century Heavy Industry International Co., Ltd.) Quantity: 978,200 shares Amount: NT$222,000 thousand Ownership percentage: 0.41% Restrictions on rights: None

15. Proportion of securities investments (including this transaction) listed under Article 3 of the "Regulations on Acquisition or Disposal of Assets by Publicly Issued Companies" to the Company's total assets and equity attributable to owners of the parent in the most recent financial statements, and the amount of working capital in the most recent financial statements: Proportion to total assets: 7.24% Proportion to equity attributable to owners of the parent: 31.19% Working capital amount: NT$4,506,690 thousand

16. Broker and brokerage fees: Not applicable

17. Specific purpose or use of the acquisition or disposal of securities: Considering the future operational development needs of Century Hua Hsin and Century Wind, the Company intends, in accordance with asset acquisition and disposal procedures, to exchange its full holding of 92,908,568 shares in Century Hua Hsin for 20,439,884 new shares of Century Wind on the share conversion benchmark date (provisionally December 31, 2026), assuming no change in the Company's shareholding. As a result, the Company's cumulative holdings in Century Wind will increase from the current 100,502,184 shares (52.34%) to 120,942,068 shares (51.25%) after the capital increase, maintaining its position as the largest shareholder.

18. Dissenting directors' opinions on this transaction: None

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

20. Date of auditor approval or audit committee approval: June 25, 2026

21. Whether the accountant issued a non-reasonable opinion: No

22. Name of the accounting firm: Yuan Ho United Certified Public Accountants

23. Name of the accountant: Juan-Chiung Hua

24. Accountant's license number: Taiwan Finance Certificate Registration (6) No. 2719

25. Whether this 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 on the same event: Not applicable

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: News