1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):share transfer
2.Date of occurrence of the event:2025/11/11
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):
Asian Information Technology Inc.(”AIT”),Yosun Industrial Corp.(”YOSUN”)
and Silicon Application Corp.(”SAC”)
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):
AIT, YOSUN, SAC and WPG Holdings Ltd.(”WPG”)
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:
AIT, YOSUN and SAC are 100% owned subsidiaries of WPG. For the group equity
structure adjustment, the share transfer conduct in accordance with the
provisions of the Business Mergers and Acquisitions Act and other relevant
regulations. The shareholders’equity 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:For the group equity structure adjustment
8.Anticipated benefits of the merger and acquisition:
Integrating resources, strengthening operational efficiency, and deepening
the global presence.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
For the group equity structure adjustment, therefore the net worth per share
and earnings per share of WPG would not be affected.
10.Types of consideration for mergers and acquisitions
and sources of funds:
The common share of YOSUN and SAC will be exchanged for common shares of AIT.
AIT will issue common shares to WPG for capital increase.
11.Share exchange ratio and calculation assumptions:
(1)Share exchange ratio:For every 2.7947 shares of AIT's common shares,
1 common share of YOSUN will be exchanged. For every 1.2222 shares of AIT's
common shares, 1 common share of SAC will be exchanged.
(2)Basis of calculation:Referencing the operating conditions, profitability,
net equity value of the three companies, factors such as the cash capital
reduction of SAC, and the independent expert's opinion on the reasonableness
of the share transfer share exchange ratio.
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:No
13.Name of accounting, law or securities firm:Yangtze CPA & Co.
14.Name of CPA or lawyer:Hu, Hsiang-Ning
15.Practice certificate number of the CPA:Zhong-shi-kuai-zheng-191
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:
In accordance with the provisions of the Business Mergers and Acquisitions
Act of the share transfer. AIT plans to issue 1.2222 common shares in
exchange for each SAC share and 2.7947 common shares in exchange for each
YOSUN share. The share exchange ratios are calculated based on the book
value of SAC and YOSUN held by WPG as of the valuation date and the per-share
net value of AIT. The exchange ratios comply with relevant regulations
regarding organizational restructuring under common control. Before and after
the share exchange, WPG will continue to directly or indirectly hold 100%
equity in AIT, SAC, and YOSUN, with no impact on shareholders’equity.
Therefore, the transaction is considered reasonable.
17.Estimated date of completion:
Tentatively scheduled on January 1st, 2026.
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:N/A
19.Basic information of companies participating in the merger:
AIT, YOSUN, SAC primarily engage in the trading of electronic components for
computer peripherals and related products.
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):N/A
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:
For the group equity structure adjustment. Therefore, the shareholders’
equity of WPG would not be affected.
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: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