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:
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.

Eleanor C. William