ACON : Announcement on behalf of the Company’s major subsidiary, reorganization within the Group by paid in cash and via method of share exchange

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Provided by: ACON Holding Inc.
SEQ_NO	8	Date of announcement	2022/04/20	Time of announcement	17:41:39
Subject	Announcement on behalf of the Company's major subsidiary, reorganization within the Group by paid in cash and via method of share exchange
Date of events	2022/04/20	To which item it meets	paragraph 20
Statement	1.Date of occurrence of the event:2022/04/20~2022/04/20 2.Method of the current increase (decrease) in investment: The Company's subsidiary Advanced China Enterprises Limited and Rich More Investments Limited disposition of Advanced Connectek (Kun-Shan) Ltd. and Advanced Connectek (Tian-Jin) Ltd. to Advanced Connectek (Shen-Zhen) Inc. , and acquisition of Advanced Connectek (Shen-Zhen) Inc. by share exchange. 3.Unit no., unit price, and monetary value of the transaction: 1. Advanced Connectek (Shen-Zhen) Inc. intends to acquire from Advanced China Enterprises Limited its 100% subsidiary Advanced Connectek (Kun-Shan) Ltd. for a transaction price is RMB 177,950,000 of which RMB 104,000,000 is paid by cash and the remaining RMB 73,950,000 is new shares issued by Advanced Connectek(Shen-Zhen) Inc. as the transaction consideration. 2. Advanced Connectek (Shen-Zhen) Inc. intends to acquire from Rich More Investments Limited its 100% subsidiary Advanced Connectek (Tian-Jin) Ltd. for a transaction price is RMB 144,089,730 of which RMB 76,000,000 is paid by cash and the remaining RMB 68,089,730 is new shares issued by Advanced Connectek (Shen-Zhen) Inc. as the transaction consideration. 4.Company name of the mainland Chinese investee: Advanced Connectek (Shen-Zhen) Inc.、Advanced Connectek (Kun-Shan) Ltd. and Advanced Connectek (Tian-Jin) Ltd. 5.Paid-in capital of aforementioned mainland Chinese investee: Advanced Connectek (Shen-Zhen) Inc.： NTD 656,705 thousands Advanced Connectek (Kun-Shan) Ltd.： NTD 522,046 thousands Advanced Connectek (Tian-Jin) Ltd.： NTD 504,853 thousands 6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee: Advanced Connectek (Shen-Zhen) Inc.：CNY14,900,000(NTD67,139,400 expected) Advanced Connectek (Kun-Shan) Ltd.：N/A Advanced Connectek (Tian-Jin) Ltd.：N/A 7.Main businesses of the aforementioned mainland Chinese investee: Advanced Connectek (Shen-Zhen) Inc.：Manufacture and sale of computer and electrical connector used in communication Advanced Connectek (Kun-Shan) Ltd.：Manufacture and sale of computer and electrical connector used in communication Advanced Connectek (Tian-Jin) Ltd.：Manufacture and sale of computer and electrical connector used in communication 8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee: Advanced Connectek (Shen-Zhen) Inc.：Unqualified opinion Advanced Connectek (Kun-Shan) Ltd.：Unqualified opinion Advanced Connectek (Tian-Jin) Ltd.： Unqualified opinion 9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements: Advanced Connectek (Shen-Zhen) Inc.： NTD 2,740,461 thousands Advanced Connectek (Kun-Shan) Ltd.： NTD 573,435 thousands Advanced Connectek (Tian-Jin) Ltd.： NTD 456,311 thousands 10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements: Advanced Connectek (Shen-Zhen) Inc.： NTD (188,406) thousands Advanced Connectek (Kun-Shan) Ltd.： NTD 6,487 thousands Advanced Connectek (Tian-Jin) Ltd.： NTD (60,620) thousands 11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment: Advanced Connectek (Shen-Zhen) Inc.： NTD 656,705 thousands Advanced Connectek (Kun-Shan) Ltd.： NTD 522,046 thousands Advanced Connectek (Tian-Jin) Ltd.： NTD 504,853 thousands 12.Trading counterparty and its relationship to the Company: Advanced Connectek (Shen-Zhen) Inc.、Advanced China Enterprises Limited and Rich More Investments Limited its relationship to the Company: The Companies indirectly holds 100% of shares of the subsidiary by ACON Holding Inc. 13.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 value of transfer: The reason for choosing the related party as trading counterparty： Change of organizational structure；N/A；N/A；N/A 14.Where an owner of the underlying assets within the past five years has been an 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 to the Company at the time of the transaction:N/A 15.Profit (or loss) upon disposal:N/A 16.Terms of delivery or payment (including payment period and monetary value), restrictive covenants in the contract, and other important terms and conditions: Advanced Connectek (Shen-Zhen) Inc. acquires common shares of Advanced Connectek (Kun-Shan) Ltd. and Advanced Connectek (Tian-Jin) Ltd., by paid in cash and issue new shares through capital increase. 17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit: The manner in which the current transaction was decided, and the decision-making unit ：Approved by on behalf of subsidiary Advanced Connectek (Shen-Zhen) Inc.、Advanced Connectek (Kun-Shan) Ltd.、 Advanced Connectek (Tian-Jin) Ltd.、Advanced China Enterprises Limited and Rich More Investments Limited that the Board of Directors ; Approved by the Company's Audit Committee and Board of Directors.； The reference basis for the decision on price：evaluation report 18.Broker:N/A 19.Concrete purpose of the acquisition or disposal: Change of organizational structure, to meet long-term strategic development of the group. 20.Whether the directors expressed any objection to the current transaction:None 21.Whether the counterparty of the current transaction is a related party:YES 22.Date of the Board of Directors' resolution:2022/04/20 23.Date of ratification by supervisors or approval by the Audit Committee:2022/04/20 24.Total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment: NTD 2,431,401 thousands 25.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the paid-in capital on the latest financial statements: 114.67% 26.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the total assets on the latest financial statements: 28.15% 27.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the shareholders' equity of the parent company on the latest financial statements: 155.14% 28.Total amount of actual investment in mainland China, up to the present moment: NTD 2,406,547 thousands 29.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the paid-in capital on the latest financial statements: 113.50% 30.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the total assets on the latest financial statements: 27.86% 31.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the shareholders' equity of the parent company on the latest financial statements: 153.56% 32.Amount of recognized profit (loss) on investment in mainland China for the last three years: Year 2021:NTD (422,877) thousands Year 2020:NTD 14,362 thousands Year 2019:NTD 128,344 thousands 33.Amount of profit remitted back to Taiwan for the last three years: Year 2021:NTD 0 thousands Year 2020:NTD 0 thousands Year 2019:NTD 139,335 thousands 34.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No 35.Name of the CPA firm:Chinyuan accounting firm 36.Name of the certifying CPA:Lin Chun Ting 37.The practice certificate number of the CPA:6376 38.Any other matters that need to be specified: (1)The exchange rate of CNY：NTD is 1:4.506 (2)Advanced Connectek (Shen-Zhen) Inc. is a limited company, so it don't have the share. (3)It's pending that approved by the Investment Commission.