1.Type of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):
Disposal of shares to a 3rd party
2.Date of occurrence of the event:2018/04/12
3.Names of companies participating in the merger (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):
Suzhou Jingtong Optronics Technology Co., Ltd
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):
Jan Ann Co., Ltd. or designated parties by Jan Ann Co., Ltd.
5.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:
Non-affiliate
6.Purpose/objective of the merger/acquisition:
Xiamen Jan Jia Optoelectronics Co., Ltd. to dispose of underperforming
businesses
7.Anticipated benefits of the merger/acquisition:
Xiamen Jan Jia Optoelectronics Co., Ltd. to refocus and reallocate resources
for its major operation
8.Effect of the merger or consolidation on net worth per share and earnings
per share:
net worth per share increased about NT$0.074
earnings per share increased about NT$0.074
9.Share exchange ratio and basis of its calculation:
The audit reports of the target company were used as the reference of
transaction valuation
10.Scheduled timetable for consummation:
Based on the conditions in the share transfer agreement
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:NA
12.Basic information of companies participating in the merger:NA
13.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):NA
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition:
The target company or its designated parties will repay the loan of
RMB12 million borrowed from Xiamen Jan Jia Optoelectronics Co., Ltd.
and related interest accrued before the closing of this transaction.
15.Other important stipulations:NA
16.Do the directors have any objection to the present transaction?:None
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