1.Name and nature of the underlying assets (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):Asian Information Technology Inc. common shares
2.Date of occurrence of the event:2025/11/11
3.Date of the board of directors resolution:2025/11/11
4.Other approval date:N/A
5.Amount, unit price, and total monetary amount of the transaction:
Amount:1,829,655 thousand shares
Unit price:NT$10 per share
Total monetary amount of the transaction:NT$18,296,550 thousand
6.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
(1)Trading counterparty:Asian Information Technology Inc.(”AIT”)
(2)Relationship with the Company:100% owned subsidiary
7.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:
The reason for choosing the related party as trading counterpart:
For the group equity structure adjustment,in accordance with the provisions
of the Business Mergers and Acquisitions Act, AIT will issue common shares
to the Company to acquire common shares of Yosun Industrial Corp.(”YOSUN”)
and Silicon Application Corp.(”SAC”)
The identity of the previous owner, its relationship with the Company and
the trading counterparty, and the previous date and monetary amount of
transfer:N/A
8.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:N/A
9.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):N/A
10.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):N/A
11.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
(1)Terms of delivery or payment:According to the share conversion agreement
(2)Restrictive covenants in the contract, and other important terms and
conditions:None
12.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
(1)The manner of deciding transaction:WPG Board of Directors' Resolutions
(2)The reference basis for the decision on price:Independent Expert
Accountant's Reasonableness Opinion
(3)The decision-making unit:Board of Directors
13.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$11.25 per share
14.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
Cumulative volume:2,433,296 thousand shares
Cumulative amount:NT$25,332,872 thousand
Shareholding ratio:100%
Status of any restriction of rights (e.g.pledges):None
15.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
Current ratio of securities investment to the total assets:101.22%
Current ratio of securities investment to the equity attributable to owners
of the parent:152.87%
working capital:NT-13,320,123 thousand
Source of Fund and Purpose:By transferring shares of YOSUN and SAC to AIT,
the company acquired common shares of AIT
16.Broker and broker's fee:N/A
17.Concrete purpose or use of the acquisition or disposal:
For the group equity structure adjustment
18.Any dissenting opinions of directors to the present transaction:None
19.Whether the counterparty of the current transaction is
a related party:Yes
20.Date of ratification by supervisors or approval by
the Audit Committee:2025/11/11
21.Whether the CPA issued an unreasonable opinion regarding the current
transaction:NO
22.Name of the CPA firm:Yangtze CPA & Co.
23.Name of the CPA:Hu, Hsiang-Ning
24.Practice certificate number of the CPA:Zhong-shi-kuai-zheng-191
25.Whether the transaction involved in change of business model:No
26.Details on change of business model:N/A
27.Details on transactions with the counterparty for the past year and the
expected coming year:N/A
28.Source of funds:N/A
29.Date on which material information regarding the same event
has been previously released:NA
30.Any other matters that need to be specified:None