2022 / 09 / 08 2022.09.08 Press Release Firstly, we would like to thank the Taiwan Stock Exchange and shareholders of Roo Hsing Co., Ltd. (the "Company") for the guidance and inquiries regarding the Company's corporate governance. Please refer to today's press conference for clarification of material information released recently as below.
Regarding the material information on land disposal released by the Company on behalf of its subsidiary, Roo Hsing Garment Co., Ltd., the reasons for the transaction and the process are as follows:
1.On January 11, 2022, the Company announced on behalf of its subsidiary, Roo Hsing Garment Co., Ltd., the execution of a land transaction agreement (the "Agreement"), to sell the land in Cambodia to the Cambodian real estate developer Mekong Resort Development Construction Co., Ltd. ("Mekong") with a total transaction amount of US$20.5 million. Such land disposal aims to revitalize fixed assets and maximize resource efficiency. After the Agreement's execution, the Company received the first installment of the transaction amount of US$ 1 million. Mekong will pay the transaction amount in installments according to the terms of the Agreement. Both parties agree that after receiving the first installment, the seller will start the preparation of property transfer documents and the related process required for delivery.
2.However, the Company has held such land for more than 20 years and found that some of the documents required for property transfer shall be updated. The renewal process for such documents is complicated and time-consuming, which has exceeded the estimated schedule agreed by the parties at the time of signing the Agreement. In the process of preparing for the property transfer, the Company has also sought Mekong's assistance several times, including signing a supplementary agreement or exploring the possibility of terminating the Agreement. To avoid affecting the agreed time schedule and the Company's capital arrangement, the board of directors of the Company discussed and resolved at the last board meeting to negotiate the termination of the Agreement with Mekong and to seek the feasibility of new buyers.
3.With the efforts of the Company's management team, this land transaction has a positive development. The management team authorized by the board of directors went to Cambodia to negotiate with Mekong on the termination terms of the Agreement and also to arrange new terms with new buyer. Now, Mekong can understand the reasons for the Company's request to terminate the Agreement, but both parties are still negotiating the termination terms. The management team will report to the board of directors of the Company separately after the parties formulate the termination terms of the Agreement.
4.After negotiation, the new buyer is willing to purchase the land for US$ 22 million, which is a better deal than the previous buyer. The new buyer is a natural person, and his family members are the former holders of the land. They have a full understanding of the land acquisition and transaction process and are able and willing to undertake the procedures for the property transfer by themselves. As a result, the Company will reduce the burden as a seller to perform the property transfer and is only obliged to provide necessary assistance. The new buyer also offers better payment terms than the original buyer, as well as the equivalent land as a guarantee for the transaction price, which can effectively protect the Company's creditor rights. Therefore, the Company's management team reported to the board of directors to agree to enter into an agreement with the new buyer (the "New Agreement"). According to the terms of the New Agreement, the Company will be exempted from relevant legal responsibilities if the Company and the previous buyer (i.e. Mekong) have not terminated the Agreement.
5.As the relevant procedures and operations of the local bank in Cambodia have not been completed, the transaction price will be temporarily collected by the subsidiary of the Company, which will remit each payment as soon as possible to the Company in accordance with the laws and regulations and the practical operation of fund remittance in Cambodian. The fund will be used in compliance with the Company's management authority and relevant norms, and in line with the Company's financial scheme to promote the Company's sound operation and development.
6.Regarding this real estate transaction, the Company is conscientious and cautious. In order to avoid litigation, the Company has fully disclosed to the previous and new buyers the relevant circumstances and the difficulties encountered by the Company in transferring the land property rights. Both buyers can understand such matters. To protect the rights and interests of the Company's shareholders and investors, the Company has also announced that it has proposed to negotiate with the previous buyer to terminate the Agreement. Regarding the further negotiation results and transaction development, the Company will immediately report to the competent authority and accountants, and disclose information in accordance with regulations, so that investors can better understand the Company's current situation and strengthen the supervision mechanism.