Farglory F T Z Investment : Announcement of the resolution of the board of directors that the Company acquires all shareholdings of Farglory Free Trade Zone Co., Ltd. by means of share exchange.

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Provided by: Farglory F T Z Investment Holding Co.,Ltd.
SEQ_NO	1	Date of announcement	2022/07/21	Time of announcement	17:33:19
Subject	Announcement of the resolution of the board of directors that the Company acquires all shareholdings of Farglory Free Trade Zone Co., Ltd. by means of share exchange.
Date of events	2022/07/21	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Share exchange 2.Date of occurrence of the event:2022/07/21 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): Farglory Free Trade Zone Investment Holding Co., Ltd (The Company) Farglory Free Trade Zone Co., Ltd. (FTZ) 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):FTZ 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: The Company directly holds 90.43% shareholdings of the FTZ. In this case, the shares will be exchanged in accordance with the share exchanging contract and relevant regulations, and will not affect shareholders'equity. 7.Purpose of the merger and acquisition: To simplify the share structure, enhance the internal integration of the Group, and improve the operation performance to meet the goal of corporate growth and sustainable operations. 8.Anticipated benefits of the merger and acquisition: It should bring positive benefits to sales expansion, market competitiveness, and shareholders' equity through effective resource integration and drive the market competitiveness. 9.Effect of the merger and acquisition on net worth per share and earnings per share: It brings positive benefits on both book value per share and earnings per share of the Company. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: In this case, the share exchange ratio is 1:2.04 of the FTZ common share. If the share exchange is approved by the competent authority as planned, the tentative share exchange reference date will be on October 3, 2022. If the reference date needs to be changed, the Board of Directors of the Company and FTZ will both appoint authorized personnel for coordination. 11.Types of consideration for mergers and acquisitions and sources of funds: 1.The consideration in this case is the newly issued common share of the Company. The exchange ratio is 1 common share of the Company to 2.04 common share of FTZ. 2.Sources of funds: Not applicable. 12.Share exchange ratio and calculation assumptions: (1)Share exchange ratio: By resolutions of Board of Directors from both companies, the exchange ratio is 1 common share of the Company to 2.04 common share of FTZ. (2)Calculation assumptions: It is calculated by index such as the Company's fair value of the public offering market, 2022 Q1 financial reports certified by CPA, both companies'net value, operating status, corporate position, corporate value, and market values, while referring to appraisal report by ClientView International Financial Consulting Co., Ltd. and fairness opinion on share exchange ratio issued by CPA Ju-Yo Tang from Horng Yow Accounting Firm after reviewing the financial information. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No. 14.Name of accounting, law or securities firm: Horng Yow Accounting Firm 15.Name of CPA or lawyer: CPA Ju-Yo Tang. 16.Practice certificate number of the CPA: Financial-Supervisory-Securities-Corporate-0970013154 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: This acquisition is share exchanging, not tender offering. Independent experts have considered quantifiable financial figures and market objective data by means of market method and income approach, while making discount rate adjustment since the object is not saleable on the public market. The evaluation result is 1 common share of the Company in exchange to 1.61 to 2.37 common share of FTZ. The Company plans to issue 1 common share in exchange to 2.04 common share of FTZ. The exchange ratio is between the evaluated interval mentioned above; therefore, it should be reasonable. 18.Estimated date of completion: If the share exchange is approved by the competent authority as planned, the tentative share exchange reference date will be on October 3, 2022. If the reference date needs to be changed, the Board of Directors of the Company and FTZ will both appoint authorized personnel for coordination. 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: Not applicable. 20.Basic information of companies participating in the merger: (1)The Company is a financial holding company. (2)FTZ is an air cargo terminal with special permission from the government. It mainly provides storage service for import, export, transfer, and plane-side express cargo, as well as operation business for value-added factory and office. 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):Not applicable. 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:Not applicable. 23.The plan after the merger and acquisition is completed: After the share exchange is complete, FTZ will be a subsidiary of they Company with 100% shareholding. 24.Other important terms and conditions:None. 25.Other major matters related to the mergers and acquisitions: After the share exchange is complete, FTZ will be a subsidiary of the Company with 100% shareholding. 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions: Chairman Yeh Chun-Yao, Representatives of Farglory International Investment Co., Ltd Hsu Chih-Chiang, Huang Chih-Hung, and Hsieh Chen-Hai are interest parties, therefore they are abstained from voting. 28.Whether the transaction involved in change of business model:No. 29.Details on change of business model:Not applicable. 30.Details on transactions with the counterparty for the past year and the expected coming year:Not applicable. 31.Source of funds:The Company plans to issue new share to increase capital. 32.Any other matters that need to be specified: (1)This share exchange is passed by a resolution of the Board of Directors from the Company and FTZ. (2)This share exchange is passed by a resolution of the Audit Committee of the Company.