Approved the subsidiaries-Norley Corporation Inc. to acquire of 45% of the shares of Victory Navigation Inc.

1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):45% shares of Victory Navigation Inc.
2.Date of occurrence of the event:2023/11/08
3.Amount, unit price, and total monetary amount of the transaction:
225 shares, priced at USD48,889 per share, for a total amount of USD11 million.
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):
Success Investment Limited
Relationship: Some directors are the same as the Company’s directors.
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:
The subsidiary, Victory Navigation Inc., was jointly established by Norley Corporation Inc. and Success Investment Limited.
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:N/A
7.Matters related to the current disposal of creditors’ rights (including types of collaterals of the disposed creditor’s rights; if creditor’s rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor’s rights, currently being disposed of, over such related party):N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
The expected effective date for the equity transfer transaction and the payment date are both on 1 Dec. 2023.
10.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:
Based on the equity net value of the company as of 31 Aug. 2023 and with reference to the results of a 100% equity valuation analysis report conducted by an external independent expert, the fair price range for acquiring a 45% equity stake is set at USD 10,278 million to USD 12,069 million as the reference price for this transaction. Subsequently, after negotiation between both parties and seeking the independent expert’s opinion on the reasonableness of the price, the price is determined by the board of directors.
11.Net worth per share of the Company’s underlying securities acquired or disposed of:NTD 1,519,106.
12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment:
500 shares, US$11,005,500, 100% of shares, without restricted.
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Ratio of the total asset: 1.72%
Ratio of equity attributable to owners of the parent: 2.11%
Working capital of the parent: NTD 3,220,272 thousand.
14.Broker and broker’s fee:N/A
15.Concrete purpose or use of the acquisition or disposal:
The purpose is to simplify the overall organizational structure, increase ownership, enhance cash management
performance, and strengthen group operational management. It is proposed to acquire the 45% equity held by
the counterparty to make Victory Navigation Inc. a wholly-owned subsidiary within SNC group.
16.Any dissenting opinions of directors to the present transaction:N/A
17.Whether the counterparty of the current transaction is a related party:Yes.
18.Date of the board of directors resolution:2023/11/08
19.Date of ratification by supervisors or approval by the Audit Committee:2023/11/08
20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No.
21.Name of the CPA firm:BDO Taiwan
22.Name of the CPA:ZHANG,SHU-CHENG
23.Practice certificate number of the CPA:N/A
24.Whether the transaction involved in change of business model:No.
25.Details on change of business model:N/A
26.Details on transactions with the counterparty for the past year and the expected coming year:N/A
27.Source of funds:N/A
28.Any other matters that need to be specified:None.