|
Statement
| 1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):merger
2.Date of occurrence of the event:2021/12/17
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):
JESS-LINK PRODUCTS CO.,LTD.(hereafter referred as
��JPC��)and TOPSEED TECHNOLOGY CORP.(hereafter referred as ��TOPSEED��)
has been approved to proceed cash merger by Board of directors on
2021/12/17.
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):
JPC(the surviving company) and TOPSEED(the dissolved company)
5.Whether the counterparty of the current transaction is a related party:
YES.
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:
TOPSEED TECHNOLOGY CORP. is the 100% owned subsidiary of JESS-LINK
PRODUCTS CO.,LTD. In order to integrate enterprise and improve
operational efficiency, JESS-LINK PRODUCTS CO.,LTD. executes a
short-form merger in accordance with Article 19 of Business Mergers
and Acquisitions Act. The merger will not affect shareholders' equity
of JESS-LINK PRODUCTS CO.,LTD.
7.Purpose of the merger and acquisition:
To integrate enterprise��s resources.
8.Anticipated benefits of the merger and acquisition:
In order to integrate resources and reduce the management cost,
enhance operational performance and competitiveness.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Because this merger is an organizational reorganization within the
group, it has no impact on the company's net value per share and
earnings per share.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:NA.
11.Types of consideration for mergers and acquisitions
and sources of funds:NA.
12.Share exchange ratio and calculation assumptions:NA.
(TOPSEED TECHNOLOGY CORP. is the 100% owned subsidiary of JESS-LINK PRODUCTS
CO.,LTD., there is no matters related to share exchange ratio and
calculation assumptions)
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:NA.
14.Name of accounting, law or securities firm:NA.
15.Name of CPA or lawyer:NA.
16.Practice certificate number of the CPA:NA.
17.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:NA.
18.Estimated date of completion:The date of the
merger is set on 2021/12/31.
19.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:All assets, liabilities and all rights and
obligations as of the date of merger shall be generally assumed by
JESS-LINK PRODUCTS CO.,LTD. from the merger effective date.
20.Basic information of companies participating in the merger:
JESS-LINK PRODUCTS CO.,LTD.�GThe company mainly engages in
Electronic component manufacturing.
TOPSEED TECHNOLOGY CORP.�GThe company mainly engages in
electronic materials wholesale.
21.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 number 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.
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:NA.
23.The plan after the merger and acquisition is completed:None.
24.Other important terms and conditions:None.
25.Other major matters related to the mergers and acquisitions:None.
26.Any objections from directors to the transaction:None.
27.Information on interested directors involved in the mergers
and acquisitions:NA.
28.Whether the transaction involved in change of business model:None.
29.Details on change of business model:NA.
30.Details on transactions with the counterparty for the past year
and the expected coming year:NA.
31.Source of funds:NA.
32.Any other matters that need to be specified:None.
|
