1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Acquisition and Merger.
2.Date of occurrence of the event:2026/05/07
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):
The acquiring Company:TPK Universal Solutions Limited
The company whose shares are taken assignment of:Milehigh Investments Holding
Limited
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):
Counterparty:Nelpus Investments Limited
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:
Relationship:100% directly owned by TPK Holding Co., Ltd.
Reason for the transaction:Streamlining investment structure and optimizing
resource sharing.
Impact on shareholders’equity:No
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
Purpose: Organization restructuring.
Acquisition Consideration: Acquisition of 100% equity interest in
Milehigh Investments Holding Limited for USD4,294 thousand in cash.
Merger Consideration:TPK Universal Solutions Limited will merge with its
100%-owned subsidiary, Milehigh Investments Holding Limited. All issued
shares of the dissolved company will be canceled upon the merger, and no
new shares will be issued.
Acquisition payment Schedule: The Chairman is authorized to
determine the closing date after the Board's resolution.
Merger payment Schedule:NA
8.Anticipated benefits of the merger and acquisition:
Enhance operation efficiency and resource sharing.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:No impact.
10.Types of consideration for mergers and acquisitions
and sources of funds:
The acquisition was completed entirely in cash, with all funds coming
from the company's own capital.
11.Share exchange ratio and calculation assumptions:NA
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:No
13.Name of accounting, law or securities firm:
Acquisition:Crowe (TW) CPAs
Merger:NA
14.Name of CPA or lawyer:
Acquisition:CHEN ZHAO-HUI
Merger:NA
15.Practice certificate number of the CPA:
Acquisition:1100145994.
Merger:NA
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:
The transaction is essentially a reorganization of the organizational
structure within the group. The transaction consideration should not
involve unreasonable equity transaction consideration.
17.Estimated date of completion:
It is approved to authorize the chairman to determine
the record date of merger by the Board of Directors.
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:
From the date of merger, the accounted assets, liabilities and all
rights and obligations of the dissolved company shall be collectively
assumed by the surviving company in accordance with the law.
19.Basic information of companies participating in the merger:
TPK Universal Solutions Limited(Surviving Company)
Main business:Investment and International Trade.
Milehigh Investments Holding Limited(Dissolved Company)
Main business:Investment Holding.
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 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
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:NA
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:None
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:NA
29.Details on transactions with the counterparty for the past year
and the expected coming year:NA
30.Source of funds:NA
31.Any other matters that need to be specified:None
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