SAS announces on behalf of subsidiary, Sino Sapphire Co., Ltd., that BOD of Sino Sapphire approved the merger/dissolution with CRYSTALWISE TECHNOLOGY INC.

1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2012/04/25
3.Names of companies participating in the merger (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):CRYSTALWISE TECHNOLOGY INC. (existing company). Sino Sapphire
Co., Ltd. (extinguished company). After the merger,the company plans remain
as CRYSTALWISE TECHNOLOGY INC.
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):CRYSTALWISE TECHNOLOGY INC.
5.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:NA
6.Purpose/objective of the merger/acquisition:To integrate technology and
resources of both parties, improve operating performance and strengthen the
Company's overall competitiveness.
7.Anticipated benefits of the merger/acquisition:The merger will improve
operating performance and strengthen the Company's overall competitiveness.
8.Effect of the merger or consolidation on net worth per share and earnings
per share:It will reduce operating cost and has a positive effect on net
worth per share and earning per share.
9.Share exchange ratio and basis of its calculation:Considering the audited
financial statements as of December 31, 2011 for both CRYSTALWISE
TECHNOLOGY INC. and Sino Sapphire Co., Ltd. , fairness opinion of independent
experts and other relevant factors and taking the above factors into account
for adjustment and calculation, both companies agree that one share of Sino
Sapphire Co. common share will be exchanged into 1.8967 share of CRYSTALWISE
TECHNOLOGY INC. common share.
10.Scheduled timetable for consummation:Merger closing date tentatively
scheduled on Dec 31, 2012,provided that the Board of Directors is authorized
to change the merger closing date depending on the circumstances of the
progress of the merger. Sino Sapphire Co., Ltd. is mandated to be dissolved
thereafter.
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:The existing
company takes all the rights and obligations of theextinguished company upon
merger.
12.Basic information of companies participating in the merger:
Company name: CRYSTALWISE TECHNOLOGY INC. Capital: NT$919,635,290
Chairman: Hung Chia Tsung Address :1F., NO.16, CREATION 1ST RD., HSINCHU
SCIENCE PARK  HSINCHU COUNTY 30077, TAIWAN
Main Business: Sales and manufacturing of brittle material substrates
Company name: Sino Sapphire Co., Ltd.
Capital: NT$400,000,000 Chairman: Tom Yao
Address : No. 21, Kejung Rd., Chunan Science Park,Chunan, Miaoli County,
Taiwan, R.O.C.
Main Business: Research, develop and design on sapphire wafers
13.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):NA
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition:NA
15.Other important stipulations:NA
16.


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