CDF, on behalf of CDIB Capital Group (“CDIB”) announced the disposal of real estate.

2022-09-26
Announcements

Date of announcement 2022/09/26
Time of announcement  19:19:48
Date of events 2022/09/26
To which item it meets paragraph 20

 

1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):
The office on “8F., No.19-2, Sanchong Rd., Nangang Dist., Taipei City”
and attached 8 parking spaces (including with the share of possession on”
No.19-14, Sanchong Rd., Nangang Dist. Taipei City”) (hereinafter referred
as “Nangang Office”).
2.Date of occurrence of the event:2022/09/26
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:
(1)Land area:482.00 square meters (equivalent to 145.81 pings)
(2)Building area:2,293.69 square meters(equivalent to 693.84 pings)
(3)Total transaction amount: NT$ 343,000,000.
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):
Transaction counterparty: China Life Insurance Co., Ltd. (hereinafter
referred as ”CL”).
Relationship with the 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:
(1) the reason for choosing the related party as trading counterpart:
Since CL is a member of CDF’s subsidiaries, which has its real estate
investment and management business and holds multiple offices in the
“Nangang Software Park”. To achieve CDF and its subsidiaries’ operation
efficiency and resource integration, it is proposed to sell the Nangang
Office to CL.
(2) the identity of the previous owner: No applicable.
(3) the previous owner’s relationship with the company and the trading
counterpart: No applicable.
(4) The date of acquisition: No applicable.
(5) The price of transfer: No applicable.
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:
Not applicable.
7.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition):
The profit of disposal real estate is NT$ 181,453,813.
8.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
(1)Terms of payment:
The first installment is 20% of the transaction price. The second
installment is 30% of the transaction price. The third installment is 50%
of the transaction price.
(2)Terms of restrictive covenants in the contract, and other important
stipulations:
The lease of Nangang Office shall be undertaken by CL on Nangang Office
transfer completion date, which including the initial lease contract,
rental deposit and pre-collected rental payment will be transferred
accordingly.
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:
The manner of deciding on this transaction: Negotiation.
The reference basis for the decision on price: Board of directors base on
real estate appraisal report.
The decision-making department: Board of directors.
10.Name of the professional appraisal firm or company and
its appraisal price:
Institution name: Cushman & Wakefield Real Estate Appraiser Office.
Appraisal amount: The real estate appraisal price is NT$341,932,410
(including tax).
11.Name of the professional appraiser:
Cushman & Wakefield Real Estate Appraiser Office: Lee, Ken-Yuan.
12.Practice certificate number of the professional appraiser:
Cushman & Wakefield Real Estate Appraiser Office: (94) TCG NO. 000079.
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:Not applicable.
16.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA:Not applicable.
17.Name of the CPA firm:Not applicable.
18.Name of the CPA:Not applicable.
19.Practice certificate number of the CPA:Not applicable.
20.Broker and broker's fee:Not applicable.
21.Concrete purpose or use of the acquisition or disposal:
Avoiding idle asset and boosting the efficiency of capital utilization.
22.Any dissenting opinions of directors to the present transaction:None.
23.Whether the counterparty of the current transaction is a
related party: Yes
24.Date of the board of directors resolution:2022/09/26
25.Date of ratification by supervisors or approval by
the audit committee:2022/09/26
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: Not applicable.
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:Not applicable.
29.Any other matters that need to be specified:No.

 

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