Momo.com Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 05:35

Announcement of the resolution by the Company's BOD for the acquisition of a right of use asset from Fubon Life Insurance Co., Ltd.

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Provided by: momo.com Inc.
SEQ_NO 2 Date of announcement 2024/11/01 Time of announcement 19:31:47
Subject
 Announcement of the resolution by the Company's
BOD for the acquisition of a right-of-use asset from
Fubon Life Insurance Co., Ltd.
Date of events 2024/11/01 To which item it meets paragraph 20
Statement
1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):
  Hsinchu Hukou Development Project Buildings A1, A2,
  parking spaces for cars and parking spaces for motorcycles
  (Land serial No. 1 of Fenghuang Subsection, Jianxing Section,
  Hukou Township, Hsinchu County)
2.Date of occurrence of the event:2024/11/01
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:
  1. Transaction unit amount: 209,650.53 square meters, equivalent to
     63,419 ping (including public facilities; Building A1-B1F~8F,
     about 42,953 ping; and Building A2-B1F~6F, about 20,466 ping);
     511 parking spaces for cars and 466 parking spaces for motorcycles.
  2. Unit Price:NT(Tax excluded)
     (1) From 1st to 5th lease year:
         Building A1: $680/ping/month;
         Building A2: $895/ping/month;
         Parking space for car: $1500/pcs/month;
         Parking space for motorcycle: $100/pcs/month;
         Rent amount: $48,338,210/month.
     (2) Starting from the lease commencement date, the rental will
         increase by 3% every five years (including rental for buildings
         and rental for parking spaces).
  3. The right-of-use asset amount: NT $10,775,297,828
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):
  (1) Counterparty to the trade: Fubon Life Insurance Co., Ltd.
  (2) Relationship with the company: Other 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:
  N/A (The leased building in this project is being planned and constructed
  by Fubon Life Insurance Co., Ltd.)
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.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition): N/A
8.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
  (1) Delivery or payment terms: Monthly payment
  (2) Lease term: 20 lease years starting from the handover date.
      (There will be a rent-free period of 6 months starting from
      the lease commencement date. In addition, there will be a
      rent-free period of 3 months for each of the second and third
      lease years, with the start and end dates to be negotiated
      separately.)
  (3) Restrictive covenants in the contract: None
  (4) Other important terms and conditions: None
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:
  After resolution by the Annual General Shareholders' Meeting, the chairman
  will be authorized to decide in accordance with the internal regulations.
10.Name of the professional appraisal firm or company and
its appraisal price:
  (1) China Prudence Real Estate Appraisers Firm,
      The appraisal amount: NT$ 11,141,922,502
  (2) Rih Sheng Real Estate Appraisers Office,
      The appraisal amount: NT$ 10,994,138,275
11.Name of the professional appraiser:
  (1) Jiang, Chen-Yang
  (2) Tsai, Kun-Chieh
12.Practice certificate number of the professional appraiser:
  (1) New Taipei City Real Estate Appraiser Practicing License (98) No.000053
  (2) New Taipei City Real Estate Appraiser Practicing License (99) No.000069
13.The appraisal report has a limited price, specific price,
or special price: N/A
14.An appraisal report has not yet been obtained: N/A
15.Reason for an appraisal report not being obtained: N/A
16.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA: N/A
17.Name of the CPA firm: KPMG in Taiwan
18.Name of the CPA: Li, Feng-Hui
19.Practice certificate number of the CPA:
  Taipei CPA Association Certificate number:No.3327
20.Broker and broker's fee: N/A
21.Concrete purpose or use of the acquisition or disposal:
   In order to provide fast delivery service and maintain the overall
   logistics efficiency.
22.Any dissenting opinions of directors to the present transaction: NO
23.Whether the counterparty of the current transaction is a
related party: Yes
24.Date of the board of directors resolution: 2024/11/01
25.Date of ratification by supervisors or approval by
the audit committee: 2024/11/01
26.The transaction is to acquire a real property or right-of-use
asset from a related party: Yes
27.The price assessed in accordance with the Article 16 of the
Regulations Governing the Acquisition and Disposal of Assets
by Public Companies: NT $12,549,881,637
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: N/A
29.Any other matters that need to be specified:
  The actual leasehold space will be based on the actual content
  published on the building ownership certificate and building
  registration transcriptions issued by the competent authority
  after the building is completed.