Today's Information

Provided by: Apacer Technology Inc.
SEQ_NO 1 Date of announcement 2022/06/02 Time of announcement 19:39:40
Subject 
 The Board of directors resolved increased
new shares to exchange shares with UD INFO CORP.
Date of events 2022/06/02 To which item it meets paragraph 11
Statement 
1.Date of occurrence of the event:2022/06/02
2.Subject company of share exchange:UD INFO CORP.
3.Counterparty:UD INFO CORP's shareholders.
4.Whether the counterparty of the current transaction is a related party:
In this share exchange case,
the counterparty of the transaction
is the shareholders of UD INFO CORP,
including related parties and non-related parties.
The decision of the transferee is entrusted to the authorized
shareholder representative, Mr. Chen Ming Da,
to notify and consult according to the principle of fairness
and openness in the register of shareholders  of UD INFO CORP,
and submit the  exchange proposal after obtaining the consent of
the shareholders. All transferees in this exchange case are adopted
the same share exchange ratio, and  the  fairness opinion
from independent expert is also on the record,
which has no  material adverse effect
on shareholders'rights and benefits.
5.Relationship between the trading counterparty and the Company, 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:
Integrating the overall resources of
both parties to enhance the advantages of
product development,and expanding
overseas markets and
deepening existing application fields
6.Purpose/objective of the share exchange:
In this share exchange case,
the share exchange cooperation agreement
need to be approved by UD INFO CORP's shareholder meeting.
7.Whether the original shareholders are required to trade shares as the
consideration, types and no.of the shares of the Company exchanged, and the
subject company's shareholding percentage of the Company after the share
exchange:
N/A
8.Types and no.of the exchange shares to obtain:
Common stocks 4,931,960 shares .
9.Anticipated benefits of the share exchange:
Enhance market competitiveness and
expand the synergy of the Group's operations.
10.Share exchange ratio and basis of its calculation:
(A)Two common shares of the Company shall be exchanged
   for 1 common share of  UD INFO CORP.
(B)Referring to Apacer's recent stock prices,
   the latest financial statements of UD INFO CORP
   audited by the accountants,
   and other factors of both parties
   such as earnings per share,
   net value per share, future business development,
   the cash dividends distributed to the shareholders
   of the UD INFO CORP. during 2021 is NT$2.5 per Share,
   The stock exchange project was decided from both sides
   by the fairness opinion with reasonableness of exchange
   ratio from the appointed independent experts.
11.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:
N/A
12.Name of accounting, law or securities firm:
WeTec International CPAs.
Horizon Securities Co., Ltd.
Handsome Attorneys-at-Law
KPMG Law Firm
13.Name of CPA or lawyer:
CPA：LAI,MING-YANG
Lawyer：CHIU,YA-WEN
Lawyer：Jih, Tian-Chang
14.Practice certificate number of the CPA:
Practice certificate number of the CPA：
Bei Shi Kuai Zheng Zi No. 2123
Practice certificate number of the Lawyer：
89 Tai Jian Zheng Zi No. 4909
Practice certificate number of the Lawyer：
87 Tai Jian Zheng Zi No. 4035
15.Estimated date of completion:
After this share exchange case is based on
resolution of the board of directors of
Apacer Technology Inc and Phison Electronics Co., Ltd.
and the resolution of the shareholders' meeting
of UD INFO CORP ,and approved by TWSE
for taking effect the  tentative
share exchange base date is August 1, 2022.
16.Basic information of the subject company:
The main business items of UD INFO CORP
are electronic components manufacturing,
data storage media manufacturing and duplication and
computer equipment installation, etc.
The major products are  industrial applications
and embedded memory products, including industrial-grade SSD
solid-state drives and industrial memory cards.
17.Restrictive covenants in the contract, and other important terms and
conditions regarding future transfers of shares resulting from the share
exchange:
Current cumulative no. of shares held:
4,931,960shares.
Current cumulative monetary amount:
NT$429,574 thousands
(based on  share price on June 1, 2022;
actual value should be based on the share price
on share exchange record date).
Current cumulative shareholding percentage:68.54%
Status of any restriction of rights：N/A
18.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:
Account for 8.17% of total asset
Account for 14.46% of total equity
Operation capital is NT$1,931,262 thousands.
19.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:
In this share exchange case,
the share exchange cooperation agreement
need to be approved by UD INFO CORP's shareholder meeting.
20.Other important terms and conditions:
In this share exchange case,
the share exchange cooperation agreement
need to be approved by UD INFO CORP's shareholder meeting.
21.Any objections by directors to the present transaction:
N/A
22.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director, reason for recusal or otherwise, details of recusal, and reason
for a resolution for or against the proposal):
The director ,
Phison Electronics Co., Ltd.,
is an interested party,
so the legal representative,
Mr. Weng Wenjie, abstained from voting.
23.Any other matters that need to be specified:N/A

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Apacer Technology Inc. published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 12:21:07 UTC.