1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):spin-off
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):
Divided company:91APP (TAIWAN),INC.(hereinafter refered as to ”the Company”)
Transferee company:91APP,Inc.(hereinafter refered as to ”91APP”)
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
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)As a shareholder holding 100% equity of the Company.
(2)As the Institutional Director of the Company.
(3)Choosing 91APP as the recipient of the software service business is
primarily aimed at implementing organizational restructuring.
(4)This division 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 date is scheduled for
July 1st,2024.
Method of Consideration Payment:According to the Company Act and other
regulations related to corporate mergers and acquisitions, it is proposed
to divest the software service business of the Company, including relevant
operations(assets, liabilities, and operations), to 91APP. 91APP will pay
NT$29,000,000 in cash to the Company 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:
The Company is a fully-owned subsidiary of 91APP. The transfer of the
software service business in this transaction constitutes an organizational
restructuring, with no impact on the net asset value per share or earnings
per share.
9.Share exchange ratio and calculation assumptions:
(1)Exchange Ratio:Not applicable.
(2)Calculation Basis:Determined based on the independent expert opinion on
the book value of assets and liabilities to be transferred by the Company
for reference.
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):
(1)The business value of the division to be transferred:It is estimated to be
NT$29,000,000, calculated by subtracting the liabilities from the assets of
the division to be transferred.
(2)The assets to be transferred:Estimated at NT$245,173,844.
(3)The liabilities to be transferred:Estimated at NT$216,173,844.
(4)The aforementioned transferred values of the business, assets, and
liabilities to be transferred are based on the self-prepared financial
statements of the Company as of December 31,2023. However,the actual amounts
will still be based on the book value as of the transfer date.
(5)If the aforementioned assets or liabilities need to be adjusted,it may be
negotiated and adjusted jointly by the boards of directors of both parties.
The same applies if needing to adjust the business value or the amount of
cash payment by the Company.
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