Silicon Optronics : The relevant explanation of the Company for Egis Technology Inc.the public tender offer of the Company's common shares.

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Provided by: Silicon Optronics, Inc.
SEQ_NO	1	Date of announcement	2022/04/21	Time of announcement	18:55:52
Subject	The relevant explanation of the Company for Egis Technology Inc.the public tender offer of the Company's common shares.
Date of events	2022/04/21	To which item it meets	paragraph 38
Statement	1.Date of receipt of the public tender offeror's notice of tender offer:2022/04/12 2.Type and no.of shares of the company currently held by current directors, supervisors, their spouses and minor children, and shareholders holding more than 10 percent of the Company's issued shares: (1)Chairman Heritage Bay Limited. has 17,691,413 shares. Its representative James He has 150,000 shares and his spouse and minor children have 0 shares. (2)Director Heritage Bay Limited. has 17,691,413 shares. Its representative Sophie Cheng has 0 shares and his spouse and minor children have 0 shares. (3)Independent director Joseph Li, has 0 shares his spouse and minor children have 0 shares. (4)Independent director JJ Lin, has 0 shares his spouse and minor children have 0 shares. (5)Independent director Jim Lai, has 0 shares his spouse and minor children have 0 shares. 3.Attendants of the board of director meeting: Chairman James He, Director Sophie Cheng, Independent Director Joseph Li , JJ Lin and Jim Lai 4.Verification by the board of director about the public tender offeror's identity and financial status, the fairness of the acquisition conditions, and the reasonableness of the source of funds (must fully disclose the verification methods and procedures adopted): (1)The company received the public tender offer Egis Technology Inc. of April 12, 2022, (hereinafter referred to as the "public tender offeror's")to public tender offer the company's ordinary shares of the notice and public tender offer declaration form, and immediately followed the "public tender offer of public tender offer company ".According to the provisions of Article 14 of the " Regulations Governing Public Tender Offers for Securities of Public Companies ", to verify the identity and financial status of the public tender offer, the fairness of the acquisition conditions, and the reasonableness of the source of funds for the acquisition, and to provide suggestions to the company's shareholders on this acquisition, which has been complete. (2)the hereby statethe verification on the identity and financial status of the public tender offeror's the fairness of tender offer conditions and the rationality of the source of tender offer funds as follows: 1.Identity and financial status of the public tender offeror's: Through the company inquiry DEPARTMENT OF COMMERCE, MOEA. and MOPS as shown in the basic information, the public tender offeror's, Egis Technology Inc. (Unified Business No: 28835517), is a company established and existing in accordance with the laws of the Republic of China, and its registered address is at 30F.-1, No. 118, Ciyun Rd., East Dist., Hsinchu City 30072, Taiwan (R.O.C.), its stock has been listed on the Taipei Exchange (Stock Code: 6462), the chairman is Sen-Chou Lo, and the corporate director is HEADWAY CAPITAL LIMITED. after reviewing the public offer declaration of the tender offer, the company basic information of MOPS, summarized financial information compiled, the 2019-2021 financial report and 2020 annual report, Except MOPS query Egis Technology Inc. The appropriate ratio of net cash flow in 2021 is 97.58%, which is different from the 97.49% listed in the public offer prospectus issued by the acquirer, its solvency, cash flow ratio has not been found significant abnormality. In addition, according to the public offer declaration, the acquirer paid the consideration for the public offer with its own funds on the account, and has remitted all the cash consideration for the public offer to the public offer opened by the appointed institution. Bank account, and commissioned Wetec International CPAs accountant MING-YANG, LAI to issue a confirmation letter that the public tender offeror has the ability to pay the consideration for the acquisition, which shows that the public tender offer has sufficient funds.Based on the above, the public tender offer is a joint stock limited company established in accordance with the laws of the Republic of China, and its financial status is well. 2.Fairness of the tender offer conditions: According to the company the "Expert Opinion on the Reasonable Equity Price of Egis Technology Inc. the public tender offer of SILICON OPTRONICS, INC. Equity Case" issued on April 20, 2022 by Ezone CPAs Firm accountant CHING-CHUN, LU, entrusted by the company, The reasonable price of the company's public offer on the evaluation date (April 7th, 2022) should be between NT$121.1 and NT$138.7 per share. Therefore, it is considered that the public offer price of the company's ordinary shares in this public offer NT$123.0 per share at the lower edge of the reasonable value range suggested by the accountants. 3.Rationality of the source of tender offer funds: According to the public offer prospectus and related documents, the total capital required for the payment of the cash consideration for the public offer shall be capped at NT$2,214,000,000, all of which shall be paid by the public tender offer with its own funds on the account. After issuing a letter of commitment, it will undertake the obligation to pay the consideration after the conditions for the public offer are fulfilled. In addition, according to the confirmation the letter issued by Wetec International CPAs the accountant MING-YANG, LAI that the public tender offer has the ability to perform the payment of the acquisition consideration, the public tender offer has on April 11, 2022, the cash consideration for this public acquisition isNT$2,214,000,000, The remittance will be transferred to the designated account of Mega Securities for public acquisition, account number:201-09-09049-5, so the source of funds for the acquisition of the public tender offer is reasonable. 5.Whether any expert has issued an opinion for the aforementioned verification: (If an expert has been asked to provide opinions, please also complete the expert opinion form and upload to disclose the result.): The company has appointed Ezone CAPs Firm the accountant CHING-CHUN, LU, to issue the "Expert Opinion on the Reasonable Equity Price of Egis Technology Inc. the public tender offer of SILICON OPTRONICS, INC. Equity Case" on April 20, 2022. 6.Recommendations from the board of directors to shareholders, in addition to directors' concrete opinions and reasons for approval or disapproval of the acquisition: (1)The public tender offeror's public acquisition declaration, the public tender offer prospectus and related announcements show that the acquisition purpose, in addition to increasing the company's long-term investment profits, hopes to deepen the cooperative relationship between the both parties, integrate the resources of both parties, expand the product line portfolio, and strengthen the product's use in the application of imaging fields such as market automobiles and security monitoring will give full play to the technological advantages of both parties'research and development, enhance competitiveness, and obtain market niches, thereby enhancing the return on assets and shareholders'equity of both parties, so as to facilitate the sustainable development of enterprises; however, in fact, the public tender offer not specific business negotiations have been conducted with the company, and the public tender offer has not specified the future cooperation with the company in the automotive market and security surveillance imaging field in the contents of the public offer prospectus. Therefore, if this acquisition is finalized, it is expected that the both parties will cooperate on the basis of mutual trust in the future and work together to enhance the rights and interests of shareholders and employees. (2) Regarding the verification and review of the identity and financial status of the public tender offer, the fairness of the acquisition conditions, and the rationality of the source of funds for the acquisition, except that the public tender offer price at the lower edge of the reasonable transaction price range recommended by the above-mentioned accountants, the identity and financial status of the public tender offer and the source of funds for the acquisition are still reasonable. However, the shareholders of the company are urged to read carefully the "Risks of Participating in the Sale" described in the public offer prospectus, the public tender offer announcement and the public tender offer prospectus.and related information, and decide whether to participate in the sale. this recommendation is only for the company's shareholders' reference the company's shareholders should carefully evaluate andconsider individual investment needs and financial tax conditions, and bear the risks of participating and not participating in the sale. 7.Whether there have been any significant changes in the Company's financial condition since the submission of the financial statement for the most recent period, and the content of any such changes: None. 8.Type, no., and total value of shares of the public tender offeror or affiliated enterprises thereof held by current directors, supervisors, and shareholders holding more than 10 percent of the company's issued shares: no such situation. 9.Information about directors who are stakeholders in the public tender offer (including name of natural person directors or legal person directors and their representatives, relevant details about the interests held by directors or their representatives, the reasons of their participation or absence from discussion, details of recusal from discussion, and reasons of approval or opposition regarding merger resolution): All directors have not interest, so there is not need to avoid them. 10.Other relevant material information: None.