Decision and Details
Our Board of Directors; decision by Pavilions' directorsA share exchange under which our company will become the wholly owning parent company and Pavilions will become the wholly owned subsidiary
To ensure the fairness and appropriateness of the share exchange ratio, the parties held repeated negotiations and discussions after comprehensively considering the valuation results prepared by a third-party valuation institution, Pavilions' financial position and future outlook, and other factors, and determined that the share exchange ratio was appropriate.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which our company will become the wholly owning parent company and Pavilions will become the wholly owned subsidiary |
| Decision-Making Body | Our Board of Directors; decision by Pavilions' directors |
| Decision Date | 31 July 2026 |
| Implementation Date | Shareholders will be determined as of 18 September 2026, and the effective date of the share exchange is scheduled to be the date stated in the share exchange agreement in Appendix 1 (the specific effective date is Not disclosed in the main text). |
| Quantity / scale | 133,333 1/3 of our common shares for each common share of Pavilions, with 2,000,000 of our common shares to be delivered. Pavilions has 100 issued common shares. |
| Reason | To ensure the fairness and appropriateness of the share exchange ratio, the parties held repeated negotiations and discussions after comprehensively considering the valuation results prepared by a third-party valuation institution, Pavilions' financial position and future outlook, and other factors, and determined that the share exchange ratio was appropriate. |
| Governing Rule | Article 794, Paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2; Article 768, Paragraph 1; Article 39 of the Ordinance on Company Accounting; Article 789, Paragraph 1; and Article 799, Paragraph 1 of the Companies Act |
| Future plans | The shares are scheduled to be allotted and delivered to Pavilions shareholders as of 18 September 2026. Pavilions is scheduled to cancel all treasury shares it holds immediately before the share exchange becomes effective. |
Items this document does not state (4)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To ensure the fairness and appropriateness of the share exchange ratio, an independent third-party valuation institution was commissioned to value Pavilions' shares. Following negotiations and discussions based on the valuation results, the financial positions and future outlooks of both companies, the ratio was determined to be appropriate.