1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):
short-form merger, share transfer
2.Date of occurrence of the event:2018/11/01
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):
Epistar JV Holding (BVI) Co., Ltd.
UEC Investment Ltd.
HUGA Holding (BVI) Limited
Bee Rich Corporation
Above four companies are offshore investment shares holding company which
are 100% owned by EPISTAR
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):
Epistar JV Holding (BVI) Co., Ltd. (the surviving company)
UEC Investment Ltd. (dissolved company)
HUGA Holding (BVI) Limited (dissolved company)
Bee Rich Corporation (dissolved company )
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:
Epistar JV Holding (BVI) Co., Ltd.、UEC Investment Ltd.、HUGA Holding
(BVI) Limited and Bee Rich Corporation are offshore companies which
are 100% owned by EPISTAR Corporation (hereinafter referred to as
“EPISTAR”), to increases group synergy, the four subsidiaries are
conducting short-form merger under common control of EPISTAR subject
to the British Virgin Islands related laws and regulations, the
character of short form merger is Group Reorganization and has no
impact on the consolidated financial report and shareholders' equity
of EPISTAR.
6.Purpose/objective of the merger/acquisitionation:
Group Reorganization
7.Anticipated benefits of the merger/acquisition:
To improve resource efficiency and reduce management costs.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
The reorganization within the same group, there was no impact on the
consolidated net value per share and consolidated earnings per share of
EPISTAR.
9.Share exchange ratio and basis of its calculation:
EPISTAR, the sole corporate shareholder of the dissolved companies, will
receive 23,662 new shares at face value of USD10,000 per share of the
surviving company ( Epistar JV Holding (BVI) Co., Ltd. ) in exchange of the
initial investment cost of USD236,623,982. to dissolved companies.
That is 6,730 new shares of Epistar JV Holding (BVI) Co., Ltd. for UEC
Investment Ltd.; 2,785 new shares of Epistar JV Holding (BVI) Co., Ltd.
for HUGA Holding (BVI) Limited and 14,147 new shares of Epistar JV Holding
(BVI) Co., Ltd. for Bee Rich Corporation.
10.Scheduled timetable for consummation:
The date of merger is pre-set at November 1 2018.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:
All rights and obligations of the dissolved company
(UEC Investment Ltd., HUGA Holding (BVI) Limited, Bee Rich Corporation )
from the date of merger will be borne by the surviving company
(Epistar JV Holding (BVI) Co., Ltd.).
12.Basic information of companies participating in the merger:
Business items for the dissolved company (UEC Investment Ltd.、HUGA Holding
(BVI) Limited及Bee Rich Corporation ) is professional investment.
Business items for the surviving company (Epistar JV Holding (BVI) Co.,
Ltd.) is professional investment.
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
volumesof 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 announcementof a spin-off):Not applicable.
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:Not applicable.
15.Other important stipulations:
Depending on factors such as the feasibility of the merger schedule, the
compliance procedures of the relevant laws and regulations or the
requirements from the competent authority, if there is a need to adjust
the date of the merger, it shall be authorized to the chairman of both
companies to negotiate.
16.Do the directors have any objection to the present transaction?:None.