1. Name and nature of the subject matter (for preferred shares, specify issuance conditions such as dividend rate): Ordinary shares of TDW HK Limited

2. Effective date: July 1, 2026 ~ July 1, 2026

3. Board approval date: July 1, 2026

4. Other approval dates: Not applicable

5. Number of transactions, unit price, and total transaction amount: Number of shares: 10,000,000 shares Unit price: USD 1 per share Total transaction amount: USD 10,000,000

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): Subsidiary wholly owned by the company (100%)

7. If the counterparty is a related party, state the reason for selecting the related party as the transaction party, the previous transferor, the relationship among the previous transferor, the company, and the counterparty, the previous transfer date, and the transfer amount: Not applicable

8. If the ownership of the subject matter has been held by a related party of the company within the past five years, state the date of acquisition and disposal by the related party, price, and the relationship with the company at the time of transaction: Not applicable

9. Matters related to the disposal of receivables (including types of collateral attached to the disposed receivables; if the disposed receivables are to related parties, state the names of the related parties and the book value of the receivables disposed): Not applicable

10. Gain (or loss) on disposal (not applicable for acquisition of securities) (if previously deferred, explain recognition status in table form): Not applicable

11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Number of shares: 10,000,000 shares Unit price: USD 1 per share Total transaction amount: USD 10,000,000

12. Decision-making method for this transaction, reference basis for price determination, and decision-making body: Approved by the company's board of directors

13. Net asset value per share of the securities-issuing company acquired or disposed: NT$30.43

14. Cumulative number, amount, ownership percentage, and restricted rights status (e.g., pledge) of the securities held (including this transaction) to date: Quantity: 128,750,001 shares Amount: USD 128,750,000 Ownership percentage: 100% Restricted rights status: None

15. Proportion of securities investments listed under Article 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' (including this transaction) to total assets and equity attributable to owners of the parent company in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Proportion to total assets: 50.88% Proportion to equity attributable to owners of the parent company: 80.86% Working capital: NT$1,898,318 thousand

16. Broker and brokerage fees: Not applicable

17. Specific purpose or use of the acquisition or disposal of securities: Long-term investment

18. Dissenting opinions from directors regarding this transaction: None

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

20. Date of auditor's approval or audit committee's consent: July 1, 2026

21. Whether the accountant issued a non-reasonableness opinion on this transaction: Not applicable

22. Name of accounting firm: Not applicable

23. Name of accountant: Not applicable

24. Accountant's license number: Not applicable

25. Whether it 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 within 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: Funding
  • Organizations: TDW HK Limited