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Statement
| 1.Name of the major subsidiary、Article 7 paragraph 3 subsidiary deemed as
the listed company, or a subsidiary of a listed company applies for listing
of securities in an overseas securities market for trading:
Poindus Systems Co., Ltd.
2.Cause of occurrence of the event (reduce the percentage of shareholding,
contributions or lose control ):The company's subsidiary
Fei Shiun Investment Co., Ltd. participates in Compal Electronics, Inc.'s
tender offer to acquire Poindus Systems Co., Ltd. as seller,
selling 100% of Poindus Systems Co., Ltd.'s common shares
owned by Fei Shiun Investment Co., Ltd.
3.Method of shareholding or contributions reduction (Please specify the
date, reason, method, reduction percentage, volume, unit price, and total
amount each time):The company's BOD decided to let its subsidiary
Fei Shiun Investment Co., Ltd. to participate in Compal Electronics, Inc.'s
tender offer to acquire Poindus Systems Co., Ltd. as seller.
Fei Shiun Investment Co., Ltd. will sell all its 10,354,000 shares of
Poindus Systems Co., Ltd. at NTD 30/share, totaling NTD 310,620,000.
If the deal is fully fulfilled, Poindus Systems Co., Ltd.'s share owned by
Fei Shiun Investment Co., Ltd. will decrease to 0%.
4.Method of loss of control(Please specify the date, reason, and method):
The company's BOD decided to let its subsidiary
Fei Shiun Investment Co., Ltd. to participate in Compal Electronics, Inc.'s
tender offer to acquire Poindus Systems Co., Ltd. as seller on 2022/2/10.
5.Equity (or capital) recipient or counterparty (please list separately for
each transaction):Compal Electronics, Inc.
6.Relationship with counterparty (Please specify the relationship with
counterparty each time):NA
7.Gains (or losses) on disposal (Please specify the gains (or losses) on
disposal each time.If there is no gains (or losses), please fill in "NA"):
Gains around NTD 34,000,000. However, the final amount
depends on how many shares have been bought eventually.
8.Cumulative reduction of shareholding in major subsidiaries, Article 7
paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a
listed company applies for listing of securities in an overseas securities
market for trading so far (including the current transaction):
If the deal is fully fulfilled, Fei Shiun Investment Co., Ltd.
will decreases 100% of its Poindus Systems Co., Ltd.'s common shares.
9.Shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary
deemed as the listed company, or a subsidiary of a listed company applies
for listing of securities in an overseas securities market for trading at
present (including the current transaction):If the deal is fully fulfilled,
Poindus Systems Co., Ltd.'s shares owned by Fei Shiun Investment Co., Ltd.
will decrease to 0%.
10.Name of independent expert and his/her opinion on reasonableness of
pricing in each transaction:
(1)WeTech International CPAs, Lai, Ming-Yang CPA
(2)The tender offer's price is reasonable.
11.Name of independent expert and his/her opinion on the impact of reduction
of shareholding or loss of control on the rights of the listed company's
shareholders:
(1)WeTech International CPAs, Lai, Ming-Yang CPA
(2)No negative effects toward Flytech Technology Co., Ltd.'s shareholders.
12.Any effect on the ongoing listing of the parent company:No
13.Date of the audit committee resolution:2022/02/10
14.Details of audit committee resolution:
The audit committee passed the motion unanimously, and handed the motion
to BOD for decision.
15.Date of the board of directors resolution:2022/02/10
16.Details of board of directors resolution:
The BOD agreed to pass the motion unanimously.
17.Any other matters that need to be specified:No
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