Asia Optical: Announcement of a major subsidiary, AOIL’s price adjustment to privatize Yorkey Int’l through the Scheme. Please refer to the announcement of October 15, 2021.
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.): Ordinary shares of Yorkey Optical International (Cayman) Ltd. (��Yorkey Int'l��). 2.Date of occurrence of the event: 2022/01/04 3.Amount, unit price, and total monetary amount of the transaction: The Company's 100% owned subsidiary, ASIA OPTICAL International Ltd. (��AOIL��) plans to privatize Yorkey Optical International (Cayman) Ltd. (��Yorkey Int'l��) for the holding of 589,513,000 shares of Yorkey Int'l ordinary shares. AOIL will pay the Cancellation Price of HKD 0.999 per share to the shareholders. 4.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): Subject to the Scheme becoming effective, the trading counterparties are those Scheme Shareholders of Yorkey Int'l except AOIL and Richman. 5.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: Not applied. 6.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: Not applied. 7.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): Not applied. 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Not applied. 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: In order to complete the Privatization, AOIL should acquire the required approvals and resolutions as follows: (1) the approval of the Scheme by the Court Meeting; (2) the passing of resolution of Yorkey Int'l Extraordinary General Meeting(EGM); (3) the approval of the Scheme by the Court Meeting of Yorkey Int'l at the direction of the British Cayman Islands Court; (4) all the necessary authorizations, approvals, and opinions of the Scheme provided or given by the authorities and other related jurisdiction authorities of British Cayman Islands, Hong Kong, and Taiwan, which remain in full force without any changes until the effective day of the Scheme. 10.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: Price Decision: With references of aspects regarding to Yorkey Int'l Group business and future prospects, the recent and previous transaction prices of shares in HKEX and TDR in TWSE, as well as the financial positions of Yorkey Int'l Group ended December 31, 2020 and June 30,2021, to collate and stipulate the price by business standards along with references to other privatization transactions in Hong Kong in recent years. Decision-making: The board of directors. 11.Net worth per share of the Company's underlying securities acquired or disposed of: HKD 0.80 12.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: Subject to the completion of the Privatization becoming effective, AOIL will hold 776,346,000 shares of Yorkey Int'l, as of USD 94,657,000. Shareholding percentage of holdings: AOIL will hold 776,346,000 ordinary shares of Yorkey Int'l, and Richman will hold 40,000,000 shares; total shareholdings percentage is 100%. Rights subject to restrictions: None. 13.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: Subject to the completion of Privatization becoming effective, (1) the current ratio to the total assets as shown in the most recent financial statements: 12.02% (2) the current ratio to the equity attributable to owners of the parent as shown in the most recent financial statements: 22.85% (3) the current amount to the working capital as shown in the most recent financial statements: 12,152,965,000 14.Broker and broker's fee: Not applied. 15.Concrete purpose or use of the acquisition or disposal: Through the execution of this Privatization, it provides the opportunities of cashability to the Scheme Shareholders as investment premium under the current low liquidity situation, and also boosts the operation synergy between the Company and Yorkey Int'l Group. 16.Any dissenting opinions of directors to the present transaction: None. 17.Whether the counterparty of the current transaction is a related party: No. 18.Date of the board of directors resolution:NA 19.Date of ratification by supervisors or approval by the Audit Committee:NA 20.Whether the CPA issued an unreasonable opinion regarding the current transaction: No. 21.Name of the CPA firm:BDO Taiwan Joint Accounting Firm. 22.Name of the CPA:George Chou (Chou, Chih-Hsien) 23.Practice certificate number of the CPA:Financial Supervisory Commission License No. 3209 24.Whether the transaction involved in change of business model: No. 25.Details on change of business model: None. 26.Details on transactions with the counterparty for the past year and the expected coming year: None. 27.Source of funds: Bank financing. 28.Any other matters that need to be specified: (1) This Privatization is still waiting for acquiring the official permission and approval from the related authorities to be carried out, so the actual transaction terms will be varied depending on the requirements from the authorities or applicability of laws and regulations. (2) Disclosed currency: The net worth per share of the acquired or disposed company's securities is HKD.