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Announcement on behalf of ZhanCheng Tourism Development Sdn. Bhd. regarding the proposed acquisition of right-of-use assets from a related party
Subject:Announcement on behalf of ZhanCheng Tourism Development Sdn. Bhd. regarding the proposed acquisition of right-of-use assets from a related party
To which item it meets:paragraph 20
Date of events: 2026/07/29
Statement:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):Part of land near the sea located
at Kg. Pengalat Besar, Papar District, Sabah, Malaysia.
2.Date of occurrence of the event:2026/07/29
3.Date of the board of directors resolution:2026/07/29
4.Other approval date:not applicable
5.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:13,808 sq.m.(approx. 4,176.92 ping)
Unit Price: MYR 386 / sq.m.
Total Amount: MYR 5,327 thousand (approx. NT$ 42,150 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):Treasure Sage Sabah Sdn. Bhd. (TSS)
(A 100%-owned subsidiary of Yu Heng Co., Ltd.,
which indirectly holds more than 50% of the Company)
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)reason:conducted a land swap with TSS to acquire land adjacent
to the hotel development area to facilitate overall integrated planning
for ancillary facilities.
(2)previous owner:THIEN PIN LEONG, DAYANGKU ZELIHA,
BINTI PG JALALUDDIN, and SUZIH BT MOHD ZAINI; Non-related parties
(3)trading counterparty:August 18, 2023 ~ October 6, 2023
(4)previous date and monetary amount of transfer:MYR 4,060 thousand
(approx. NT$ 32,124 thousand)
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.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition):not applicable
10.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
Delivery Terms:
Acquisition via partial cash purchase and partial land swap:
(1) Cash Purchase:
3,589 sq.m. for MYR 1,450 thousand. Zhancheng pays a 10% down payment
(MYR 145 thousand) upon signing, and the balance upon land title transfer.
(2) Land Swap:
Zhancheng and TSS need to deliver their pieces of land valued at MYR
3,867 thousand and MYR 3,877 thousand respectively, with the same square
meters of 10,219.
Zhancheng pays an additional price difference of MYR 10 thousand to TSS.
Restrictive Covenants & Key Terms:
TSS must complete land re-zoning and acquire ownership within 12 months
of the contract date, and deliver the Transfer Permit and Subdivision
Approval Offer Letter within 4 months thereafter.
11.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:
decision method: negotiation
pricing reference basis: reference to independent appraisal report
decision-making body: board of directors of the Company
12.Name of the professional appraisal firm or company and
its appraisal price:HENRY BUTCHER MALAYSIA (SABAH) SDN. BHD.
Appraised Value: MYR 5,327 thousand (approx. NT$
42,150 thousand)
13.Name of the professional appraiser:Lee Eden Abraham
14.Practice certificate number of the professional appraiser:license No.V-1252
15.The appraisal report has a limited price, specific price,
or special price:Not Applicable
16.An appraisal report has not yet been obtained:Not Applicable
17.Reason for an appraisal report not being obtained:Not Applicable
18.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA:Not Applicable
19.Name of the CPA firm:Not Applicable
20.Name of the CPA:Not Applicable
21.Practice certificate number of the CPA:Not Applicable
22.Broker and broker's fee:Not Applicable
23.Concrete purpose or use of the acquisition or disposal:To develop tourism
business and complement the overall hotel development project.
24.Any dissenting opinions of directors to the present transaction:None
25.Whether the counterparty of the current transaction is a
related party:yes
26.Date of ratification by supervisors or approval by
the audit committee:2026/07/29
27.The transaction is to acquire a real property or right-of-use
asset from a related party:yes
28.The price assessed in accordance with the Article 16 of the
Regulations Governing the Acquisition and Disposal of Assets
by Public Companies:NT$32,124,000
29.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
30.Date on which material information regarding the same event
has been previously released:NA
31.Any other matters that need to be specified:as the acquisition which
involves a land swap, it is a related transaction to the announcement
dated July 29 titled ”Announcement on behalf of ZhanCheng Tourism
Development Sdn. Bhd. regarding the proposed disposal of right-of-use
assets to a related party”.