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Provided by: Test Rite Internaional Co., Ltd. | |||||
SEQ_NO | 4 | Date of announcement | 2022/08/11 | Time of announcement | 19:37:45 |
Subject | Act for significant subsidiary Test Rite Products Corp. to Announce disposing of real estate to related party in substance. | ||||
Date of events | 2022/08/11 | To which item it meets | paragraph 20 | ||
Statement | 1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):4198 Industry Way Flowery Branch, Hall County, GA 30542 2.Date of occurrence of the event:2022/08/11 3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price: a.Land(1,172,205 square foot,32,942.67 p'ing). b.Building(351,550square foot,9,879.60 p'ing). c.total transaction price:USD $39,500,000. 4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): a.Saturn Intelligence (GA) LTD. b.Company related party. 5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:a.reason: a.reason:Based on the consideration of comprehensive operational planning. b.the identity of the previous owner:MCCRANEY PROPERTY COMPANY. c.its relationship with the Company and the trading counterparty:NO. d.previous date:2019/10/15 e.monetary amount of transfer:USD $22,063,846. 6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:NA. 7.Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition):On a consolidated basis,the before tax profit of the disposal is estimated to be approximately NT$315 million. 8.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: a.Payment which applied according to the contract signed. b.monetary amount), restrictive covenants in the contract, and other important terms and conditions:NO. 9.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: a.price negotiation b.Refer to the median price taken from the appraisal reports issued by CBRE and Newmark respectively,two professional appraisal agencies in the United States. c.Test-Rite Products Corp Board meeting 10.Name of the professional appraisal firm or company and its appraisal price: a.CBRE-VALUATION & ADVISORY SERVICES.USD $37,500,000. b.Newmark Valuation & Advisory,USD $41,500,000. 11.Name of the professional appraiser: a.CBRE VALUATION & ADVISORY SERVICES:Dale Helfrich,MAI、Nick A.Barwig,MAI, MRICS, ASA、Richard A. Francis. b.Newmark Valuation & Advisory:Mark W. Schwobe、Raymond Higgins. 12.Practice certificate number of the professional appraiser: a.CBRE VALUATION & ADVISORY SERVICES:Georgia State Certification 6096、 340263、3281. b.Newmark Valuation & Advisory:Certified General Real Estate Appraiser Georgia #6876、#1388. 13.The appraisal report has a limited price, specific price, or special price:NO. 14.An appraisal report has not yet been obtained:NO, 15.Reason for an appraisal report not being obtained:NA. 16.Reason for any significant discrepancy with the appraisal reports and opinion of the CPA:The difference between the two appraisal reports is caused by the gap of their basic assumptions, which should be reasonable after market. 17.Name of the CPA firm:BDO Taiwan joint accounting firm. 18.Name of the CPA:Jerry Wang, Accountant. 19.Practice certificate number of the CPA:(101)Tai CAI Cheng Deng No.4146 20.Broker and broker's fee:NO. 21.Concrete purpose or use of the acquisition or disposal:Revitalizing assets and improving the flexibility of resource allocation. 22.Any dissenting opinions of directors to the present transaction:NO. 23.Whether the counterparty of the current transaction is a related party:YES. 24.Date of the board of directors resolution:2022/08/11 25.Date of ratification by supervisors or approval by the audit committee:NA 26.The transaction is to acquire a real property or right-of-use asset from a related party:NO. 27.The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies:NA. 28.Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations:NA. 29.Any other matters that need to be specified:NO. |
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Test Rite International Co. Ltd. published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 11:56:07 UTC.