Darfon Electronics : Announcement that the Company's Board of Directors approved the spin-off "the Energy Storage B.D." in Taiwan to Darfon Energy Technology Corp.

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Provided by: DARFON ELECTRONICS CORP
SEQ_NO	4	Date of announcement	2022/03/08	Time of announcement	16:45:26
Subject	Announcement that the Company's Board of Directors approved the spin-off "the Energy Storage B.D." in Taiwan to Darfon Energy Technology Corp.
Date of events	2022/03/08	To which item it meets	paragraph 11
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:2022/03/08 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): Transferer:Darfon Electronics Corp.(DFE) Transferee:Darfon Energy Technology Corp.(DET) 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): Darfon Energy Technology Corp.(DET):100% owned subsidiary of DFE 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: DET is the wholly-owned subsidiary of DFE. Original shareholers' equity will not be affected. 7.Purpose of the merger and acquisition: Faciliate the group's overall development,fulfill the specialization,and improve the operating performance and competitiveness of the group. 8.Anticipated benefits of the merger and acquisition: Improve the operating performance and competitiveness of the group. 9.Effect of the merger and acquisition on net worth per share and earnings per share:Net worth per share and earnings per share will not be affected. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: The time :Estimated effective date of the spin-off is set on July 1,2022. The method of payment of the consideration:DFE will spin off the Energy Storage B.D.in Taiwan, which is estimated to be NT$171,800,000,and then acquire 8,590,000 common shares of DET at the value of NT$20 per share, amounted to NT$ 171,800,000. 11.Types of consideration for mergers and acquisitions and sources of funds: Types of consideration:DET will issue new shares. Sources of funds:NA 12.Share exchange ratio and calculation assumptions: Share exchange ratio:DFE will spin off the Energy Storage B.D.in Taiwan,which is estimated to be NT$171,800,000,and then acquire 8,590,000 common shares of DET at the value of NT$20 per share,amounted to NT$ 171,800,000. Calculation assumptions: The assumption is based on the financial statements dated December 31,2021 and independent expert's fairness opinion. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NO 14.Name of accounting, law or securities firm:LAN-JAI CPAs Firm 15.Name of CPA or lawyer:CHAN,TING-HSUN 16.Practice certificate number of the CPA:FSC letter No.4818 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: The case of spit-off happens in the group to restructure the organization； the right of control will not be affected; and therefore the case adopts book value method instead of IFRS3. 18.Estimated date of completion: Estimated effective date of the spin-off is set on July 1,2022. 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: All rights and obligations of the assets and labilities which are intended to spin off from DFE to DET, and will be generally assumed by DET from the record date of the spin-off. DFE should cooperate with DET to finish relevant procedure 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.Business value of spin-off calculated by substracting laibilities from assests of the spin-off. The estimated value of the business spun off amounts to NT$ 171,800,000. 2.The estimated value of the assests amounts to NT$ 407,575,586. 3.The estimated value of the liabilities amounts to NT$ 235,775,586. 4.DET will issue 8,590,000 new shares to exchage the business unit of DFE. After the date of record for the spin-off,according to the applicable law, DET is supposed to carry out the change of registraion, and issue new shares to DFE. 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: After the date of record for the spin-off, the surviving transferee company (DET) is still 100% owned subsidiary of DFE. 24.Other important terms and conditions:None 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:None 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:None 31.Source of funds:NA 32.Any other matters that need to be specified:None