1.Type of merger and acquisition (e.g.merger, spin-off ,
acquisition, or share transfer):merger
2.Date of occurrence of the event:2026/03/06
3.Names of companies participating in the merger and
acquisition (e.g.name of the other company participating
in the merger or consolidation, newly established
company in a spin-off, acquired company, or company
whose shares are taken assignment of):
iCHEF CO., LTD. (the surviving company)
4.Counterparty (e.g.name of the other company
participating in the merger or consolidation, company
taking assignment of the spin-off, or counterparty to
the acquisition or assignment of shares):
ubitech co. (the dissolved company)
5.Whether the counterparty of the current transaction
is a related party:Yes
6.Relationship between the counterparty and the Company
(investee company in which the Company has re-invested
and has shareholding of XX%), and explanation of the
reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related
person, and whether it will affect shareholders' equity:
iCHEF CO., LTD. and ubitech co. are both 100% owned subsidiaries of
91APP, Inc.The merger is for the reorganization of the 91APP Group.
There is no impact on the shareholders' equity of 91APP, Inc.
7.Purpose and condition of the merger and acquisition, including
the reason, consideration conditions and payment schedule of the
merger and acquisition:
Reorganization of the 91APP Group through an absorption merger.
8.Anticipated benefits of the merger and acquisition:
Integration of group resources and enhancement of operational synergies.
9.Effect of the merger and acquisition on net worth per
share and earnings per share:No impact.
10.Type of merger consideration and source of funds:N/A
11.Share exchange ratio and basis of its calculation:N/A
12.Whether the CPA, lawyer or securities underwriter issued an
opinion on the unreasonableness regarding the transaction:N/A
13.Name of accounting, law or securities firm:N/A
14.Name of CPA or lawyer:N/A
15.Number of CPA or lawyer license:N/A
16.Independent expert's report on the reasonableness of the
share exchangeratio and the cash or other assets paid to the
shareholders (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.):N/A
17.Scheduled timetable for consummation:
The merger record date is tentatively scheduled for April 30, 2026.
If it becomes necessary to adjust the merger record date, the Chairman
of iCHEF CO., LTD. and ubitech co. will be authorized to determine
the revised date.
18.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or
spun-off) company:
As of the merger record date, all assets, liabilities, and all rights and
obligations of the dissolved company shall be generally assumed by the
surviving company.
19.Basic information of companies participating in the merger:
The business scope of iCHEF CO., LTD. is wholesale of packaged computer
software.
The business scope of ubitech co. is retail of computers and computer
peripheral equipment.
20.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumes of the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any, in
capital of the split company) (note: not applicable other than
where there is announcement of a spin-off):N/A
21.Conditions and restrictions on future transfers 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:None
23.Other important stipulations:None
24.Other important matters concerning the merger and acquisition:None
25.Do the directors have any objection to the present transaction:No
26.The information of the directors that is an interested party
(name of the directors, an explanation of the important aspects
of the relationship of interest, the reasons why the director
was required or not required to enter recusal, and the status
of their recusal; opinions expressing objections or reservations):
(1)Interested parties:
Representative of 91APP(TAIWAN), INC. : Chairman Ho, Ying-Chi,
Director Yang, Ming-Fang, and Director Kao, Li-Ling.
(2)Material aspects of the interest of the interested parties or
the juristic person they represent:
iCHEF CO., LTD. holds 100% of the shares of ubitech co., and all
directors and supervisors of ubitech co. are appointed by
iCHEF CO., LTD. Chairman Ho, Ying-Chi, and Directors Yang Ming-Fang
and Kao Li-Ling of iCHEF CO., LTD. concurrently serve as the Chairman
and Directors of ubitech co.
(3)Circumstances of recusal:
This merger is conducted as part of an internal group reorganization.
Although Chairman Ho, Ying-Chi and Directors Yang Ming-Fang and
Kao Li-Ling of iCHEF CO., LTD. concurrently serve as the Chairman
and Directors of ubitech co., in order to facilitate the group
reorganization, integrate group resources, and realize operational
synergies, they were still allowed to exercise their voting rights
when the merger proposal was resolved and therefore were not required
to recuse themselves.
(4)Reasons for supporting or opposing the merger resolution:
The merger is intended to integrate group resources and realize
operational synergies. Based on the overall interests of the Company,
Chairman Ho, Ying-Chi and Directors Yang Ming-Fang and Kao Li-Ling of
iCHEF CO., LTD. expressed their support for the merger proposal.
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:N/A
29.Details on transactions with the counterparty for the past year and
the expected coming year:N/A
30.Source of funds:N/A
31.Any other matters that need to be specified:None