1. Name and nature of the target (if it is a special stock, the special stock issuance terms should be specified, such as the interest rate, etc.): This case involves the indirect subsidiary of our company, XPT Investment Co., Limited (hereinafter referred to as 'XPT Hong Kong Company'), purchasing the 70.32% shares of our company's direct subsidiary, Taiwan Xinhongzhou Precision Co., Ltd. (hereinafter referred to as 'Taiwan Xinhongzhou Company'), and purchasing 29.68% of the shares from the non-controlling interest shareholders of Taiwan Xinhongzhou Company. 2. Date of fact: 115/7/9~115/7/9 3. Date of board of directors' approval: July 9, 2026 4. Other approval dates: Not applicable 5. Transaction quantity, unit price, and total transaction amount: Evaluation base date: April 30, 2026 Transaction quantity: 2,109,600 shares Transaction unit price: NT$18.12 Total transaction amount: NT$38,225,952 6. Transaction counterparty and their relationship with the company (if the transaction counterparty is a natural person and not a related party of the company, their name may be omitted): Tokuai holds 100% of the shares of NEW SCORE HOLDING LIMITED (hereinafter referred to as 'NSH Company'), NSH Company holds 70.32% of the shares of XPT Hong Kong Company, and Tokuai directly holds 70.32% of the shares of Taiwan Xinhongzhou Company. 7. If the transaction counterparty is a related party, the reason for selecting the related party as the transaction counterparty, the previous transferor, the relationship between the previous transferor and the company and the transaction counterparty, the previous transfer date, and the transfer amount should be disclosed: Reason for selecting the related party as the transaction counterparty: In order to improve the future operations and management efficiency of the group, the internal investment structure of the group is being reorganized. 8. If the owner of the transaction target within the past five years was a related party of the company, the acquisition and disposal dates, prices, and the relationship with the company at the time of the transaction should be disclosed: Not applicable 9. Matters related to the disposal of claims (including the types of collateral accompanying the disposal of claims. If the claims to be disposed of include claims against related parties, the names of the related parties and the book amount of the claims against such related parties in this disposal should be disclosed): Not applicable 10. Disposal gains (or losses) (not applicable if securities are acquired) (if deferred, a table should be created to explain the recognition situation): Not applicable 11. Delivery or payment conditions (including payment period and amount), contractual restrictive clauses, and other important agreed matters: As agreed in the share transfer agreement 12. Method of determining the transaction, reference basis for determining the price, and decision-making body: (1) Since the nature of this case belongs to organizational restructuring under common control, accounting treatment and the basis for determining the transaction price should be based on the book value method. The shareholder equity of Taiwan Xinhongzhou Company as of April 30, 2026 should be referenced to determine the transaction price. (2) Decision-making body: Approved by the board of directors of our company on July 9, 2026. 13. Net asset value per share of the target company for the acquisition or disposal of securities: 18.12 yuan 14. Cumulative quantity, amount, shareholding ratio, and restricted rights situation (such as pledged situation) of holding the securities of this transaction so far: After this transaction, the change in shareholding: XPT Hong Kong Company holds 100% of the shares of Taiwan Xinhongzhou Company, and Tokuai, which holds 100% of the shares, holds 70.32% of the shares of XPT Hong Kong Company through NSH Company. Restricted rights situation: None 15. So far, the ratio of securities investment listed in Article 3 of the 'Regulations for the Handling of Securities Acquisition or Disposal by Public Companies' (including this transaction) to the total assets and the equity attributable to the parent company in the company's latest financial statements, and the amount of operating funds in the latest financial statements (Note 2): Ratio to total assets in the latest financial statements of the parent company: 0.28% Ratio to equity attributable to the parent company in the latest financial statements: 0.42% Operating funds in the latest financial statements of the parent company: NT$2,106,692,000 16. Broker and brokerage fees: None 17. Specific purpose or use of the acquisition or disposal: Group internal investment restructuring 18. Opinions of directors who object to this transaction: None 19. This transaction is a related party transaction: Yes 20. Date of approval or agreement by the supervisor or audit committee: July 9, 2026 21. Whether the accountant issued an opinion of non-rationality for this transaction: No 22. Name of the accounting firm: Shengjie Accounting Firm 23. Name of the accountant: Tu Shengjie Accountant 24. Accountant's business license number: Financial Supervisory Commission Certificate No. 6591 25. Involves changes in the business model: No 26. Explanation of changes in the business model: Not applicable 27. Transaction situation with the counterparty in the past year and expected in the next year: Not applicable 28. Source of funds: Not applicable 29. Date of previous disclosure of major information on the same matter: Not applicable 30. Other explanatory matters: This case is not a market transaction and is an organizational restructuring under common control. Before and after this transaction, the shareholding ratio of Tokuai and its non-controlling interest shareholders in Taiwan Xinhongzhou is completely the same, and it will not have an adverse impact on the shareholders of Tokuai.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: XPT Investment Co., Limited
- Dates in source: 115/7/9