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Statement
| 1.Date of occurrence of the event:2022/08/01
2.Company name:T.Y.C. Brother Industrial Co., Ltd.
3.Relationship to the Company (please enter "head office" or
"subsidiaries"):head office
4.Reciprocal shareholding ratios:NA
5.Cause of occurrence:
The Company, through its subsidiary Beste Motor Co. Ltd., and VarrocCorp
Holding BV (which is the subsidiary of Varroc Engineering Limited, an
Indian listed company) jointly formed the joint venture Varroc TYC
Corporation with a 50/50 shareholding arrangement and signed a
Shareholders Agreement. Varroc TYC Corporation is an OEM of
automobile lamps operating in mainland China through its subsidiaries,
Varroc TYC Auto Lamps Co., Ltd. and Chongqing Varroc TYC Auto
Lamps Co., Ltd.
Since 2019, the parties have had ongoing disputes over the business
philosophy of the joint venture company. At the end of 2019, the parties
discussed the separation of the joint venture company, and reached a
preliminary consensus that Varroc TYC Auto Lamps Co., Ltd. shall be
obtained by the Company, and Chongqing Varroc TYC Auto Lamps Co.,
Ltd. shall be obtained by Varroc. Accordingly, both parties signed a
Transition Management Agreement and Confidentiality Agreement to
facilitate the parties' negotiation of the terms of the potential
separation.
The Claimants submitted the case to SIAC for arbitrations based on the
Respondents' breach of the Transition Management Agreement and
Confidentiality Agreement to claim for specific performance and damages
caused, and applied for consolidation of the arbitrations as well as
emergency interim relief under the Transition Management Agreement.
6.Countermeasures:
The Company has retained attorneys to respond accordingly. The Company
will track progress of the arbitration(s) to protect the rights of the
Company's shareholders.
7.Any other matters that need to be specified:
(1)The Company has retained Lee and Li Attorneys-at-Law and Singapore
attorneys tohandle the case.
(2)The case does not have material impact on the Company's finances or
operations.
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