1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):Acquisition
2.Date of occurrence of the event:2025/11/13
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):
Acquiring Company: 91APP (TAIWAN), INC.
Acquired Company: iCHEF CO., LTD.
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):iCHEF CO., LTD.
5.Whether the counterparty of the current transaction is a
related party:No
6.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:NA
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of the
merger and acquisition:
The acquisition aims to extend 91APP's service coverage into the Food and
Beverage (F&B) sector to expand its total addressable market and overall
business scale. By integrating the technologies and talent of both companies,
the transaction will also enhance the development of 91APP's existing
advertising and third-party payment businesses.
Consideration: USD 32,000,000.
Payment Schedule: The closing is expected to be completed on November 27,
2025, subject to the approval of the Dept. of Investment Review, MOEA.
8.Anticipated benefits of the merger and acquisition:
Upon completion of the acquisition, 91APP will fully integrate the resources
of both companies, connecting three major business domains: RetailTech,
F&BTech, and AdTech. The integration is expected to expand transaction
volume and payment density in the third-party payment business, broaden the
digital advertising client base, create more cross-industry AI application
scenarios, and attract professional talent to enhance overall operational
capacity.
9.Effect of the merger and acquisition on net worth per share
and earnings per share:
The acquisition will integrate the resources and technologies of both
companies to expand business scale and improve operational efficiency.
Through these synergies, 91APP expects to strengthen its long-term growth
momentum, generating a positive impact on the company’s book value per
share and earnings per share.
10.Types of consideration for mergers and acquisitions and sources
of funds:The acquisition will be paid entirely in cash and funded with
the Company's own capital.
11.Share exchange ratio and calculation assumptions:NA
12.Whether the CPA, lawyer or securities underwriter issued an
opinion on the unreasonableness regarding the transaction:None
13.Name of accounting, law or securities firm:WeTec International CPAs
14.Name of CPA or lawyer:Lai Ming-Yang
15.Number of CPA or lawyer license:Taipei City CPA Certificate No. 2123
16.The content of the independent expert opinion on the
reasonableness of the share exchange ratio, cash or other
assets allotted to shareholders in this merger and acquisition
(1.The method, principles, or calculations adopted for
determination of the public tender offer price, and comparison
with the market-value method, cost method, and discounted cash
flow method commonly used internationally; 2.comparison of the
financial condition, profit status, and price-to-earnings
ratio of the subject company with those of TWSE or TPEx listed
companies in the same industry; 3.if a price appraisal report
of an appraisal organization is taken into account in the public
tender offer price, the opinion shall specify the content and
conclusion of the appraisal report; and 4.if assets or shares
of the subject company, or of the surviving company in the
case of a merger, are listed as collateral in the tender
offeror's financing repayment plan, the opinion shall disclose
the collateralization terms, and assessment of the impact on
the financial and operational soundness, of the subject company
or of the surviving company of the merger.):
The independent expert primarily adopted the market approach,
including the guideline public company method and guideline
transaction method, as the basis for valuation. After taking
into account factors such as control premium and liquidity
discount, the acquisition of 100% equity of iCHEF CO., LTD.
at USD 32,000 thousand is considered reasonable.
17.Estimated date of completion:
The closing is expected to be completed on November 27, 2025
(subject to adjustment depending on the approval timing of
the Dept. of Investment Review, MOEA).
18.Matters related to the assumption of corporate rights and
obligations of the dissolving company (or spin-off) by the
existing or newly-established company:NA
19.Basic information of companies participating in the merger:NA
20.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):NA
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:None
22.Post-merger and acquisition plan: (1) Willingness to continue
operating the business of the company, and the contents of
plans to that effect (2) Dissolution; delisting from an exchange
(or OTC market); material changes in organization, capital,
business plan, financial operations and production; accommodation
or utilization of staff and assets critical to the Company; or
any other matter of material significance that would affect the
company's shareholder equity:
After the acquisition, iCHEF Co., Ltd. will continue to operate
under its existing brand, while 91APP will further integrate the
strengths of RetailTech, F&BTech, and AdTech to develop cross-industry
payment services and AI application scenarios, expand its market
coverage, and enhance long-term competitiveness and growth momentum.
23.Other important terms and conditions:None
24.Other major matters related to the mergers and acquisitions:None
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions (name of natural person director or name of
legal person director and its representative, material
interest of the director or the legal person represented by
the director (including but not limited to form of actual
or expected investment in another company in the merger,
shareholding, transaction price, participation in the subject
company's business or otherwise, and other terms of
investment), reason for recusal or otherwise, details of
recusal, and reason for a resolution for or against the merger
proposal):
Mr. Lin, Chih-Chen, the representative of the corporate director,
also serves as the Chairman of APPWORKS FUND II CO., LTD. and as
a director of AppWorks Ventures II Limited, a major shareholder
of the transaction counterparty, iCHEF CO., LTD. As the matter
involves his personal interest, he recused himself in accordance
with the relevant regulations and did not participate in the
discussion and voting on this matter.
27.Is it related to new business model ?:No
28.Explanation of new business model:No
29.Transactions with the counterparty for the past one year
and the next year:No
30.Source of funds:The acquisition will be funded with the Company's
own capital.
31.Any other matters that need to be specified:
The closing of this transaction is subject to approval by the Dept.
of Investment Review, MOEA. The Board of Directors of the Company's
major subsidiary, 91APP (TAIWAN), INC., or its designated person,
is authorized to handle all subsequent matters, including execution
of the definitive agreements and closing procedures.