Board of Directors approve the acquisition of 100% ownership of EASYS s.r.o.

 Board of Directors approve the acquisition of 100%
ownership of EASYS s.r.o.

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.):The Board approves to acquire 100% ownership of a Slovak company named
EASYS s.r.o. through a newly established subsidiary, BizLink System I
ntegration Solutions s.r.o.
2.Date of occurrence of the event:2024/08/26
3.Amount, unit price, and total monetary amount of the transaction:
Volume: 100% ownership of EASYS s.r.o.
Unit price: not applicable
Total monetary amount: Final purchase price will be adjusted in accordance
with calculation agreed upon the ownership interest purchase agreement on the
basis of Enterprise Value of EUR 51.5 million.
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):A natural person who is not a related party of the Company
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 applicable
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 applicable
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 applicable
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 applicable
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
Purchase price will be adjusted in accordance with calculation agreed upon
the ownership interest purchase agreement on the basis of Enterprise Value of
EUR 51.5 million, and will be paid in cash on Closing date.
Following price adjustments will also be made pursuant to the scheme agreed
upon the ownership interest purchase agreement.
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:
Transaction decision method: The transaction is approved by the Company's
Audit Committee and Board of Directors on August 26th 2024.
Reference basis for the decision on price: Fairness Opinion issued by the
independent expert.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:Not applicable
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:
Cumulative no.of shares held: 100% ownership of EASYS s.r.o.
Cumulative monetary amount held: EUR 51.5 million
Shareholding percentage: 100%
Restriction of rights: 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:
Ratio to total assets: 4.52%
Ratio to owners'equity: 10.16%
Operating Capital: NT$12,853,090k
14.Broker and broker's fee:Not applicable
15.Concrete purpose or use of the acquisition or disposal:
This transaction will help gain more market share with the Company's key
customer, strengthen local service capabilities in Eastern Europe, and expand
the global production network in the field of box build/system integration
solutions.
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:2024/08/26
19.Date of ratification by supervisors or approval by
the Audit Committee:2024/08/26
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:Greenfield CPA&Co.
22.Name of the CPA:Rick Hsu
23.Practice certificate number of the CPA:Certificate No. 3723 issued by
   Taiwan CPA Associations
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:Cash and bank loans
28.Any other matters that need to be specified:
1) The transaction requires antitrust approval by the Federal Competition
   Authority in Austria. The Company expects this transaction to be
   completed in the second half of 2024.
2) To resolve, that the Board approves this transaction and vests the
   Chairman, Liang, Hwa-Tse with the sole and full authority to represent
   the Company with regard to any acts, declarations and legal transactions
   in connection with this transaction, in particular
   (i) to conclude, implement, amend or terminate the Ownership Interest
       Purchase Agreement, the ancillary agreements and all the related
       documents,
   (ii) to represent the Company to conclude, implement, conduct, amend or
        terminate any further agreements, deeds, documents, acts and/or
        things the Chairman considers necessary or expedient in relation to
        the transaction and
   (iii) to delegate such authority to third parties by way of power of
         attorney.