PChome Online : on behalf of its subsidiary, 21stFinancial Technologyto announce thatthe BoD approved share exchange of Cherri Tech,Inc.

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Provided by: PChome online Inc.
SEQ_NO	1	Date of announcement	2022/04/12	Time of announcement	18:30:55
Subject	PChome on behalf of its subsidiary, 21stFinancial Technologyto announce thatthe BoD approved share exchange of Cherri Tech,Inc.
Date of events	2022/04/12	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer):Share Exchange 2.Date of occurrence of the event:2022/04/12 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Transferee: 21st Financial Technology Co., Ltd ("21st Financials") Transferor: Cherri Tech, Inc. ("Cherri") 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): Shareholders of Cherri 5.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), 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: The counterparty to the transaction is all the shareholders of Cherri (including both related and non-related parties). The price of this transaction was calculated based on the financial reports of the two companies, business performance, future operating synergies and assessment reports conducted by independent external experts, as well as the opinions on the fairness opinion report by Lin Chih-Lung, CPA of Crowe (TW) CPAs. Therefore, this transaction was deemed to be reasonable and there will not be any significant negative impact on shareholder equity. 6.Purpose of the merger and acquisition : To align with the group's development strategy, this transaction will help integrate resources of the two parties and strengthen the development in fintech business, which will further enhance the competitiveness and business advantages of each party. 7.Anticipated benefits of the merger and acquisition : After the share exchange, the fintech business of the group will see an improvement of the overall operating performance through the resource integration and efficiency optimization. 8.Effect of the merger and acquisition on net worth per share and earnings per share: After the share exchange, the company is expected to achieve cost efficiency and to improve both the operating performance by integrating resources of the two parties. There will not be any significant negative impact on book value per share and earnings per share. 9.Share exchange ratio and calculation assumptions: Cherri's 1 common share will be exchanged for 3.26609452 common shares of 21st Financials. The calculation is based on the financial reports of the two companies, operating conditions, future operating synergies and assessment reports conducted by independent external experts. 10.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction:No 11.Name of accounting, law or securities firm: Crowe (TW) CPAs is a member of Crowe Global, a Swiss verein 12.Name of CPA or lawyer:Lin Chih-Lung, CPA 13.Number of CPA or lawyer license:NO.10200032833 14.Estimated date of completion:2022/07/29 15.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:N/A 16.Basic information of companies participating in the merger: (1) 21st Financial Technology Co., Ltd ("21st Financials"): 21st Financials is the service provider leader in the digital consumer fintech field. It mainly provides BNPL service, including installment payments and mortgage loans through their own online platform, offline channel and E-commerce website. (2)Cherri Tech. Inc. ("Cherri"): Cherri is a payment technology solutions provider that pioneers the cross-site payment module technology and adopts AI-driven technology in all its product suites to ensure seamless and secure checkout experiences. 17.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total no.of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company) (note: not applicable for announcements unrelated to spin-offs):N/A 18.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition :N/A 19.Other important terms and conditions:N/A 20.Any objections from directors to the transaction: 21st Financial will integrate Cherri's leading technology in payment processing solutions into fintech services such as digital wallet and BNPL (Buy Now, Pay Later) to establish a strong presence in the fintech value chain across all segments, and believe the combination will create the most diversified and innovative omnichannel fintech products for both merchants and consumers. 21.Is it related to new business model?:No 22.Explanation of new business model:N/A 23.Transactions with the counterparty for the past one year and the next year:N/A 24.Source of funds:N/A 25.Any other matters that need to be specified:None