1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):spin-off
2.Date of occurrence of the event:2025/10/28
3.Names of companies participating in the merger and acquisition (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):
Spin-off company: WPG Investment Co., Ltd.(”WPG Investment”)
Transferee company in a spin-off: LaaS Limited(”LaaS”)
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):
Transferee company in a spin-off: LaaS Limited
Company taking assignment of shares: WPG Holdings Ltd.(”WPG”)
5.Whether the counterparty of the current transaction is a related party:Yes
6.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:
WPG Investment and LaaS are 100% owned subsidiaries of WPG. Subject to
implement the group's professional division of labor, the WPG group is making
business adjustments and choose LaaS as trading counterpart.
The transaction is intra-group adjustment, therefore the net worth per share
and earnings per share of WPG would not be affected.
7.Purpose and conditions of the merger and acquisition,
including the reason, consideration conditions and
payment schedule of the merger and acquisition:
To implement the group's professional division of labor
8.Anticipated benefits of the merger and acquisition:
To strengthen overall competitiveness and market share.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
To implement the group's professional division of labor, therefore the net
worth per share and earnings per share of WPG would not be affected.
10.Type of merger consideration and source of funds:
The operating value of WPG Investment’s logistics business will be exchanged
for common shares of LaaS. LaaS will issue common shares to WPG.
11.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: For every NT$50 of the operating value of WPG
Investment's logistics business, 1 common share of LaaS will be exchanged.
LaaS will issue 20,663 thousand common shares to WPG(par value NT$10 per
share)
(2)Basis of calculation:Referencing the operating value of WPG Investment's
logistics business, the net asset value per share of LaaS, and the
independent expert's opinion on the reasonableness of the spin-off share
exchange ratio.
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:No
13.Name of the CPA, law or securities firm:Crowe (TW) CPAs
14.Name of the CPA or lawyer:Ji-Sheng Chiu, CPA
15.Practice certificate number of the CPA:
Jin-Guan-Zheng-Shen-Zi No. 10200032833
16.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
This transaction relates to implement the group's professional division of
labor. WPG Investment spin-off and reduced its capital based on the operating
value of its logistics business. At the same time, LaaS issued common shares
to the Company based on the operating value of its logistics business to
acquire WPG Investment's logistics business, which is reasonable.
17.Scheduled timetable for consummation:The record date of the spin-off is
scheduled on January 21st, 2026.
18.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
Unless the liabilities arising from the logistics business may be separated
from WPG Investment's liabilities existing before the transfer, LaaS shall,
within the scope of capital contribution in exchange for the transferred
business, be held jointly and severally liable with WPG Investment for
WPG Investment's liabilities incurred prior to the transfer.
However, a creditor's right to make claims shall be extinguished if not
exercised within 2 years after the transfer record date. From the transfer
record date the assets, liabilities and related rights and obligations of
WPG Investment's logistics business that still exist as of the transfer
record date shall be assumed by LaaS in accordance with the law.
19.Basic information of companies participating in the merger:N/A
20.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):
(1)Business and asset value the transferred business: Based on the book
value of WPG Investment's self-compiled financial statements as of 2025/9/30,
the estimated operating value is NT$1,033,148 thousand. However, the final
determination shall be based on the operating value of the logistics
business on the transfer record date of the separation.
(2)The total number and the types and volumes of the shares to be acquired
by the split company or its shareholders: LaaS plans to issue 20,663 thousand
common shares (par value NT$10 per share) to the Company.
(3)Matters related to the reduction: WPG Investment plans to reduce capital
by NT$1,033,148 thousand on the spin-off record date, and cancel 103,315
thousand shares.
21.Conditions and restrictions on future transfers 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:N/A
23.Other important stipulations:None
24.Other important matters concerning the merger and acquisition:None
25.Whether the directors have any objection to the
present transaction:No
26.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):None
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:N/A
29.Details on transactions with the counterparty for the past year and the
expected coming year:N/A
30.Source of funds:N/A
31.Any other matters that need to be specified:None