- Home
- Corporate Governance
- News & Events
- Material Information
- The Announcement of the Company's BOD's resolution of increasing capital by cash into its subsidiary, ZhanCheng Tourism Development Sdn. Bhd.
2026-01-28
Back to list
The Announcement of the Company's BOD's resolution of increasing capital by cash into its subsidiary, ZhanCheng Tourism Development Sdn. Bhd.
Subject：The Announcement of the Company's BOD's resolution of increasing capital by cash into its subsidiary, ZhanCheng Tourism Development Sdn. Bhd.
To which item it meets：paragraph 20
Date of events： 2026/01/28
Statement:
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.):Obtaining common shares newly issued by increase capital of a 100% owned subsidiary, ZhanCheng Tourism Development Sdn. Bhd.
2.Date of occurrence of the event:2026/01/28
3.Date of the board of directors resolution:2026/01/28
4.Other approval date:not applicable.
5.Amount, unit price, and total monetary amount of the transaction: 550,000 thousand shares.
unit price: RM 1 per share.
total monetary amount:RM 550,000 thousand(equivalent to NT$4,290,000 thousand).
6.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):Counterpart:ZhanCheng Tourism Development Sdn. Bhd.
Relationship to the Company: The Company's 100% directly owned subsidiary.
7.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:
(1)the reason for choosing the related party:For expanding the development of the tourism business.
(2)previous transfer:not applicable.
8.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.
9.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):not applicable.
10.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):not applicable.
11.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:According to cash capital increase plan which authorizes the Chairperson of the Company within RM 550,000 thousand. restrictive covenants in the contract:none other important stipulations:none 12.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: The manner in which the current transaction was decided: Referring to capital increase plan by cash. The reference basis for the decision on price: Referring to capital increase plan by cash. The decision-making department: The board of directors of the Company.
13.Net worth per share of the Company's underlying securities acquired or disposed of:Not applicable.
14.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: 319,304,000 shares; Monetary amount: RM 319,304,000(equivalent to NT$2,490,571 thousand); Shareholding percentage:100%; Status of any restriction of rights: None
15.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Ratio to the total assets: 70.44%
Ratio to shareholders’ equity of the parent company:178%
Amount of operating capital: NT$-2,848,535 thousand Regarding the negative working capital, the reason for proceeding with this proposal is as follows: The capital increase will be executed in tranches, with funds sourced from the operating cash inflows and existing reserves of the Company and its subsidiaries, as well as the disposal of othermarketable securities. Although the Company’s working capital (current assets minus current liabilities) was negative at the end of 2025, there remains sufficient liquidity through strategic financial planning and capital allocation, ensuring a stable financial structure. In recent years, the Company has invested in tourism businesses and hotel construction. These investments are expected to contribute steady cash inflows and enhance brand equity.
16.Broker and broker's fee:Not applicable.
17.Concrete purpose or use of the acquisition or disposal: To support the demand of the subsidiary's development for hospitality industry.
18.Any dissenting opinions of directors to the present transaction:No
19.Whether the counterparty of the current transaction is a related party:Yes
20.Date of ratification by supervisors or approval by the Audit Committee:2026/01/28
21.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
22.Name of the CPA firm:not applicable.
23.Name of the CPA:not applicable.
24.Practice certificate number of the CPA:not applicable.
25.Whether the transaction involved in change of business model:No
26.Details on change of business model:not applicable.
27.Details on transactions with the counterparty for the past year and the expected coming year:not applicable. 28.Source of funds:not applicable.
29.Date on which material information regarding the same event has been previously released:NA
30.Any other matters that need to be specified: The capital increase of its subsidiary by cash will be implemented incrementally. Such an arrangement will ensure no material effect on our short-term funding schedules.
To which item it meets：paragraph 20
Date of events： 2026/01/28
Statement:
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.):Obtaining common shares newly issued by increase capital of a 100% owned subsidiary, ZhanCheng Tourism Development Sdn. Bhd.
2.Date of occurrence of the event:2026/01/28
3.Date of the board of directors resolution:2026/01/28
4.Other approval date:not applicable.
5.Amount, unit price, and total monetary amount of the transaction: 550,000 thousand shares.
unit price: RM 1 per share.
total monetary amount:RM 550,000 thousand(equivalent to NT$4,290,000 thousand).
6.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):Counterpart:ZhanCheng Tourism Development Sdn. Bhd.
Relationship to the Company: The Company's 100% directly owned subsidiary.
7.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:
(1)the reason for choosing the related party:For expanding the development of the tourism business.
(2)previous transfer:not applicable.
8.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.
9.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):not applicable.
10.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):not applicable.
11.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:According to cash capital increase plan which authorizes the Chairperson of the Company within RM 550,000 thousand. restrictive covenants in the contract:none other important stipulations:none 12.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: The manner in which the current transaction was decided: Referring to capital increase plan by cash. The reference basis for the decision on price: Referring to capital increase plan by cash. The decision-making department: The board of directors of the Company.
13.Net worth per share of the Company's underlying securities acquired or disposed of:Not applicable.
14.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: 319,304,000 shares; Monetary amount: RM 319,304,000(equivalent to NT$2,490,571 thousand); Shareholding percentage:100%; Status of any restriction of rights: None
15.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Ratio to the total assets: 70.44%
Ratio to shareholders’ equity of the parent company:178%
Amount of operating capital: NT$-2,848,535 thousand Regarding the negative working capital, the reason for proceeding with this proposal is as follows: The capital increase will be executed in tranches, with funds sourced from the operating cash inflows and existing reserves of the Company and its subsidiaries, as well as the disposal of othermarketable securities. Although the Company’s working capital (current assets minus current liabilities) was negative at the end of 2025, there remains sufficient liquidity through strategic financial planning and capital allocation, ensuring a stable financial structure. In recent years, the Company has invested in tourism businesses and hotel construction. These investments are expected to contribute steady cash inflows and enhance brand equity.
16.Broker and broker's fee:Not applicable.
17.Concrete purpose or use of the acquisition or disposal: To support the demand of the subsidiary's development for hospitality industry.
18.Any dissenting opinions of directors to the present transaction:No
19.Whether the counterparty of the current transaction is a related party:Yes
20.Date of ratification by supervisors or approval by the Audit Committee:2026/01/28
21.Whether the CPA issued an unreasonable opinion regarding the current transaction:No
22.Name of the CPA firm:not applicable.
23.Name of the CPA:not applicable.
24.Practice certificate number of the CPA:not applicable.
25.Whether the transaction involved in change of business model:No
26.Details on change of business model:not applicable.
27.Details on transactions with the counterparty for the past year and the expected coming year:not applicable. 28.Source of funds:not applicable.
29.Date on which material information regarding the same event has been previously released:NA
30.Any other matters that need to be specified: The capital increase of its subsidiary by cash will be implemented incrementally. Such an arrangement will ensure no material effect on our short-term funding schedules.