1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): Ordinary shares of Hsing-Pao Power Corporation (hereinafter referred to as 'Hsing-Pao Company').

2. Date of occurrence: June 29, 2026 ~ June 29, 2026

3. Board approval date: June 29, 2026 (Minguo Year 115)

4. Other approval dates: Not applicable

5. Transaction quantity, unit price, and total transaction amount: (1) Number of units: 51,787,000 shares (2) Unit price: Approximately NT$10.54 per share (3) Total transaction amount: NT$545,704,000

6. Counterparty and its relationship with the company (if the counterparty is a natural person and not a related party, name disclosure may be omitted): (1) Counterparty: Taiwan Cogeneration Corporation (hereinafter referred to as 'Taiwan Cogen') (2) Relationship with the company: Parent company of the issuer

7. If the counterparty is a related party, state the reason for selecting the related party, the previous owner, the relationship among the previous owner, the company, and the counterparty, the previous transfer date, and the transfer amount: This transaction is part of internal group restructuring; therefore, not applicable.

8. If the ownership of the subject matter was held by a related party of the company within the past five years, disclose the acquisition and disposal dates, prices, and the relationship with the company at the time: This transaction is part of internal group restructuring; therefore, not applicable.

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

10. Gain (or loss) from disposal (not applicable for acquisition of securities; if deferred, provide a table showing recognition): This transaction is part of internal group restructuring; therefore, not applicable.

11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: The transaction is cash-based and will be fully settled on the share transfer date.

12. Decision-making method for the transaction, reference basis for pricing, and decision-making body: Priced based on the net asset value as reflected in Hsing-Pao Company's financial statements as of March 31, 2026, audited by a certified public accountant, and approved by the board of directors.

13. Net asset value per share of the securities-issuing company: NT$10.54

14. Cumulative holdings (including this transaction) of the securities involved, in terms of quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): Star Energy Corporation: 0 shares, NT$0, 0% ownership, no rights restrictions. Taiwan Cogen: 51,787,000 shares, NT$545,704,000, 100% ownership, no rights restrictions.

15. Cumulative securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' as a percentage of total assets and equity attributable to owners of the parent in the company's latest financial statements, and the amount of working capital in the latest financial statements: 0.6% of total assets, 1.05% of equity, working capital: (NT$452,411,000).

16. Broker and brokerage fees: None

17. Specific purpose or use of the acquisition or disposal of securities: To align with group investment structure adjustments.

18. Dissenting opinions from directors: None

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

20. Date of auditor's acknowledgment or audit committee approval: This transaction is part of internal group restructuring; therefore, not applicable.

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

22. Name of accounting firm: Yen Hsin United Certified Public Accountants

23. Name of accountant: Wu Hong-Yi

24. Accountant's license number: All Federation No. 1070015

25. Whether this involves a change in business model: No

26. Explanation of business model change: Not applicable

27. Transaction history with the counterparty in the past year and expected transactions in the next year: Not applicable

28. Source of funds: Not applicable

29. Previous date of material information disclosure regarding the same event: Not applicable

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: News