1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):Transfer
2.Date of occurrence of the event:2024/03/14
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in
the merger, newly established company in a spin-off,
acquired company, or company whose shares are transferred):
Transferee company:91APP,Inc.(hereinafter refered as to ”the Company”)
Divided company:91APP (TAIWAN),INC.(hereinafter refered as to ”91APP TAIWAN”)
4.Trading counterparty (e.g., name of the other company
participating in the merger, company spinning off, or trading
counterparty to the acquisition or share transfer):91APP TAIWAN
5.Relationship between the trading counterparty and the
Company (investee company in which the Company has
re-invested and has shareholding of XX%), explanation
of the reasons for the decision to acquire from or
transfer shares to an affiliated enterprise or related
party, and whether it will affect shareholders’ equity:
(1)91APP TAIWAN is a wholly-owned subsidiary of the Company.
(2)The Company serves as the Institutional Director of 91APP TAIWAN.
(3)The payment to 91APP TAIWAN for the cash value resulting from the division
is equivalent to the business value of the division. This has no impact
on the equity of the Company's shareholders.
6.Purpose of the merger and acquisition :
Purpose of Acquisition:Organizational restructuring in response to strategic
considerations of the 91APP group.
Time of Consideration Payment:The tentative cut-off date is scheduled for
July 1st, 2024.
Method of Consideration Payment: It is proposed to transfer the software
service business from 91APP TAIWAN in accordance with the Company Act and
other regulations related to corporate mergers and acquisitions. This
includes relevant business (including assets, liabilities, and operations)
which will be split and transferred to the Company. The Company will pay
NT$29,000,000 in cash to 91APP TAIWAN as consideration.
7.Anticipated benefits of the merger and acquisition :
Through business and organizational restructuring, enhance overall
operational performance and market competitiveness.
8.Effect of the merger and acquisition on net worth per share and
earnings per share:
91APP TAIWAN is a wholly-owned subsidiary of the Company. The acquisition of
the software service business of 91APP TAIWAN in this transaction is indeed
an organizational restructuring, and it has no impact on the net asset value
per share or earnings per share.
9.Share exchange ratio and calculation assumptions:
(1)Stock Exchange Ratio:Not applicable.
(2)Calculation Basis:Determined based on the independent expert opinion on
the book value of assets and liabilities to be divested by 91APP TAIWAN.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction:No.
11.Name of accounting, law or securities firm:
Ancheng Certified Public Accountants
12.Name of CPA or lawyer:Ching-Ling, Chen
13.Number of CPA or lawyer license:CPA Associate Taipei No.943
14.Estimated date of completion:
The tentative date is scheduled for July 1st, 2024.
In case of any necessary adjustments,both boards of directors are authorized
to handle them with full authority.
15.Matters related to the assumption of corporate rights and
obligations of the dissolving company (or spin-off) by the
existing or newly-established company:
(1)From the effective date of the division, all assets, liabilities,
and all rights and obligations of 91APP TAIWAN that are still valid as of
the effective date of the division, unless otherwise stipulated in this
plan,shall be comprehensively assumed by the Company in accordance with
the law.If any related procedures need to be carried out, cooperation
shall be provided.
(2)Except for the liabilities transferred in the division that are
separable,the Company shall, within the scope of its investment in the
business acquired,assume joint and several liability with 91APP TAIWAN
for the liabilities of 91APP TAIWAN before the division, in accordance
with Article 35, Paragraph 7 of the Business Mergers and Aquisitions Act.
However, the right of claim for joint and several liability shall be
extinguished if not exercised by the creditor within two years from the
effective date of the division.
16.Basic information of companies participating in the merger:N/A
17.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to
the existing company or new company.The total no.of shares
to be acquired by the spun-off company or its shareholders,
and their respective types and no.Matters related to the
reduction, if any, in capital of the spun-off company)
(note: not applicable for announcements unrelated to spin-offs):N/A
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition :None.
19.Other important terms and conditions:
(1)If any provision of this plan conflicts with relevant laws and
regulations,only the conflicting part shall be invalid, while the other
provisions shall remain valid. As for the invalid part due to the
conflict with relevant laws and regulations, it shall be resolved by
the boards of directors of both parties within the legal scope in
accordance with relevant laws and regulations.
(2)If any provision of this plan needs to be amended according to
instructions from relevant Competent Authority, it shall be revised
according to the content of the instructions from the relevant Competent
Authority or amended by the boards of directors of both parties in
accordance with the instructions from the relevant Competent Authority.
(3)This plan shall come into effect only after being approved by the
board of directors. If this plan fails to obtain approval or permission
from the relevant Competent Authority, it shall be null and void from the
beginning.
20.Any objections from directors to the transaction:No
21.Is it related to new business model?:No
22.Explanation of new business model:N/A
23.Transactions with the counterparty for the past one year and
the next year:N/A
24.Source of funds:N/A
25.Any other matters that need to be specified:None