Announcement of the resolution by the Company's board of directors to indirectly invest in real estate in mainland China | Sinyi Realty Inc. | Investor Relations

Sinyi Realty
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News & Events

2021-09-24

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Announcement of the resolution by the Company's board of directors to indirectly invest in real estate in mainland China

Subject: Announcement of the resolution by the Company's board of directors to indirectly invest in real estate in mainland China
To which item it meets: paragraph 20
Date of events:2021/09/24
1.Date of occurrence of the event:2021/09/24
2.Method of the current increase (decrease) in investment:
The Company’s subsidiary, Jiu Xin Estate (Wuxi) Limited, shall use its own working capital no more than RMB 1,200,000 thousand to participate
in the future auction. It shall establish another 100% owned subsidiary to propel the following development project.(temporally named
“Sinchia Development(Huadong) Co., Ltd. ” and to be established after winning the bid)
3.Amount, unit price, and total monetary amount of the transaction:
No more than RMB 1,200,000 thousand
4.Company name of the mainland Chinese investee:
Sinchia Development(Huadong) Co., Ltd. (To be established after winning the bid)
5.Paid-in capital of aforementioned mainland Chinese investee: Not applicable
6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee: No more than RMB 1,200,000 thousand
7.Main businesses of the aforementioned mainland Chinese investee:
Real estate development
8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee: Not applicable
9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements: Not applicable
10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements: Not applicable
11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment: Not applicable
12.Trading counterparty and its relationship with the Company: Not applicable
13.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: Not applicable
14.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: Not applicable
15.Profit (or loss) upon disposal: Not applicable
16.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms
and conditions: Not applicable
17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:The Company’s
board meeting.
18.Broker: None
19.Concrete purpose of the acquisition or disposal:
Establishing a new company to acquire land and develop real estate project.
20.Any dissenting opinions of directors to the present transaction: No
21.Whether the counterparty of the current transaction is a related party: No
22.Date of the board of directors resolution:2021/09/24
23.Date of ratification by supervisors or approval by the Audit Committee:2021/09/24
24.Total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment:
21,056,310 thousand
25.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present
moment, to the paid-in capital on the latest financial statements:285.76%
26.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present
moment, to the total assets on the latest financial statements:78.93%
27.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present
moment, to equity attributable to owners of the parent on the latest financial statements:192.90%
28.Total amount of actual investment in mainland China, up to the present moment: NT$ 9,577,167 thousand
29.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the paid-in capital on the latest financial
statements:129.98%
30.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the total assets on the latest
financial statements:35.90%
31.Ratio of the total amount of actual investment in mainland China, up to the present moment, to equity attributable to owners of the parent on the
latest financial statements:87.74%
32.Amount of recognized profit (loss) on investment in mainland China for the last three years:
2018 : recognition of profit NT$ 704,249 thousand
2019 : recognition of profit NT$ 46,643 thousand
2020 : recognition of loss 97,640 thousand
33.Amount of profit remitted back to Taiwan for the last three years:NT$ 1,218,297 thousand
34.Whether the CPA issued an unreasonable opinion regarding the current transaction: No
35.Name of the CPA firm: Not applicable
36.Name of the CPA: Not applicable
37.Practice certificate number of the CPA: Not applicable
38.Any other matters that need to be specified:
Taking into account the expiration of the approval letter and the recent change in the land tendering policy of the Government in mainland, the
Company intends to reapply to Investment Commission, Ministry of Economic Affairs(MOEAIC) and adjust the investment structure to facilitate the
prior approval of the MOEAIC, and to maintain the flexibility and timeliness of the tender purchase after careful evaluation
and submission to the Board of Directors of the Company for consideration and approval.
Note:The Company previously applied to the MOEAIC, for RMB 500,000 thousand for subsidiary's investment in real estate development in the
mainland ( with the ”capital loans” to meet the requirement of land purchase), which has been approved by MOEAIC valid from  January 2019.
Firstly, Sinyi Real Estate(Shanghai) Limited, a subsidiary indirectly owned by the Company, increases capital with 100% in RMB 450,000 thousand
(approximately NT$1,935,000 thousand) by cash in another 100% indirectly owned subsidiary Jiu Xin Estate (Wuxi) Limited.(hereinafter referred to as
“Jiu Xin Estate”) and then Jiu Xin Estate in the future to participate in the tender for land purchase of not more than RMB 1.2 billion, after
winning the bid, and then by investment to set up SinChia Development (Huadong) Limited.