Statement
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):spin-off
2.Date of occurrence of the event:2022/03/11
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):
(1) The spin off company: The company. (Giga-byte Tech. Co., Ltd.)
(2) Transferee company: Giga Computing Technology Co., Ltd. (hereinafter
referred to as "Giga Computing")
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):Giga Computing ; 100% owned subsidiary of the 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:
(1)Giga Computing Tech. Co., Ltd. is a 100% owned subsidiary of the Company
(2)This business spin-off is a mere group reorganization. The value of the
business to be acquired by Giga Computing Tech. Co., Ltd., is equal to
the value of Giga Computing Tech Co., Ltd.'s shares, and thus the
spin-off do not impact the interest of the shareholders of the Company.
7.Purpose of the merger and acquisition:
Improve the Group's competitiveness and performance
8.Anticipated benefits of the merger and acquisition:
For Network Communication business to develop in a more flexible and
efficient way, and thereby having its core competitiveness stood out and
operational growth enhanced. It is expected that the overall operating
performance of the Company after the split will be improved after the
spin-off, continue to create more benefits for all shareholders of the
Company.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
This spin-off is a reorganization under which the Network Communication
business is transferred to a 100%-owned subsidiary of the Company, and
thus has no impact on the net value per share and earnings per share in
the Company's consolidated financial statements.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:
Time to pay the consideration: The Spin-off date, tentatively set on
January 1, 2023
The method of paying the consideration: The Company spins off its Network
Communication business with an estimated value of NT833,600,000, in
exchanges for newly issued 83,360,000 common shares in Giga Computing at
their par value NT 10 per share.
11.Types of consideration for mergers and acquisitions
and sources of funds:
Type of consideration for the merger: Giga Computing common stock.
Source of funding for mergers and acquisitions: Not applicable.
12.Share exchange ratio and calculation assumptions:
(1) Share-exchange ratio: The Company spins off its Network Communication
business with an estimated value of NT833,600,000, in exchanges for
newly issued 83,360,000 common shares in Giga Computing at their par
value NT 10 per share.
(2) Calculation basis: The share conversion ratio is determined based on
accounting principles on group reorganization, and supported by written
opinion by independent expert on its reasonableness.
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:No
14.Name of accounting, law or securities firm:WeTec International CPAs.
15.Name of CPA or lawyer:賴明陽會計師
16.Practice certificate number of the CPA:北市會證字第2123號
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:
According to the proposed balance sheet provided by the company's management
on the evaluation base date, after performing necessary evaluation and
analysis, the business value of the evaluation target is NTD 833,600,000. As
of the evaluation base date, Giga Computing intends to issue 83,360,000
common shares (par value NT10 per share) to the company at NT10 per share as
consideration. After verification, the net value after the above assessment
and analysis is equal, and there is no profit or loss. Giga Computing is a
100% subsidiary of the company before and after the split. The split has no
impact on the rights and interests of shareholders of the company.
Therefore, the accountant believes that it is reasonable for the transfer of
the relevant business to carry out the share swap at the book value as the
consideration.
18.Estimated date of completion:
The spin off date is tentatively set on January 1, 2023.
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:
(1) The business, assets and liabilities, rights and obligations of this spin
off will be assumed by Giga Computing in accordance with the law from the
spin off date. If it is necessary to go through the relevant transfer
procedures, the Company and Giga Computing shall cooperate with each
other. Giga Computing shall bear the cost of related rights after the
spin off date
(2) Within the amount of Giga Computing's consideration for the spin off,
Giga Computing shall be jointly and severally liable with the Company,
for the Company's debts before the spin off, except that the debts
assigned by the spin off and the debts of the company before the spin
off are separable. However, the creditor's claim for creditor's rights
shall be extinguished if it is not exercised within two years from the
base date of spin off.
20.Basic information of companies participating in the merger:NA
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):
(1) The estimated value of the business to be spinned off: NT833,600,000.
(2) The estimated value of the assets to be transferred: NT6,746,348,000.
(3) The estimated value of the assets to be transferred NT5,912,748,000.
(4) The total number of shares to be acquired by the Company: 83,360,000
common shares (par value NT10 per share) in Giga Computing at NT10 per
share
(5) The values of the business, assets and liabilities mentioned above, are
calculated based on their book value in the audited, subject to changes
calculated based on their actual book value on spin off date.
(6) If it is necessary to adjust the assets and liabilities of the spin off
and transfer as stipulated in the previous announcement, the Company and
the Giga Computing shareholders' meeting may authorize the board of
directors to adjust them. The same applies to any adjustments to the
business value or the number of shares to be issued by Giga Computing.
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:None
23.The plan after the merger and acquisition is completed:
Giga Computing is a 100% subsidiary of the Company before and after the spin
off date.
24.Other important terms and conditions:
(1) This spin off plan is proposed to be submitted to the shareholders'
meeting for approval and to authorize the board of directors to handle
matters related to the division. Where there are any changes to scope of
the business under the spin-off, the value of such business, share
conversion ratio, other matters related to this spin off (including but
not limited to the time schedule and the spin off date), any unresolved
matters, requirements from the administrative guidance of the relevant
competent authority or the formulation of relevant laws and regulations,
or changes due to objective environmental factors, it is proposed to
submit the changes to the meeting of shareholders to authorize the board
of directors to handle them with full authority.
(2) If the spin off plan fails to be approved by the relevant competent
authorities in the future, the plan shall be ineffective from the
beginning.
25.Other major matters related to the mergers and acquisitions:None
26.Any objections from directors to the transaction:NO
27.Information on interested directors involved in the mergers
and acquisitions:
Mr. YEH, PEI-CHEN,
MING WEI Investment Co., Ltd. Representative Mr. LIU,MING HSIUNG,
SHI JIA Investment Co., Ltd. Representative Mr. MA, MOU-MING,
YUE YE Development & Investment Ltd. Representative Mr. TSENG,CHUN-MING
and XI WEI Investment Co., Ltd. Representative Mr.LI, E-TAY is the
representative of Giga Computing, have conflict of interest in this case and
did not participate in the discussion and voting.
28.Whether the transaction involved in change of business model:NO
29.Details on change of business model:NA
30.Details on transactions with the counterparty for the past year
and the expected coming year:
The Company has not had any transactions with Giga Computing in the past
year. After the spin off date, Giga Computing will be a customer of the
Company.
31.Source of funds:NA
32.Any other matters that need to be specified:None
.
