Taiwan Mobile : Star to Merge into Mobile (Supplementary Announcement)

1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Merger
2.Date of occurrence of the event:2023/08/04
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):
Surviving company: Taiwan Mobile
Dissolving company: Taiwan Star
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):
Target company: Taiwan Star
5.Whether the counterparty of the current transaction is a related party:No
6.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:Not applicable
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
Please refer to the 2021/12/30 announcement. In response to the cancellation
of T-Star's unvested employee restricted stocks, the share exchange ratio is
adjusted from one T-Star share for 0.03260 TWM shares announced on 2023/02/24
to one T-Star share for 0.03261 TWM shares in accordance with the formula
stated in the merger agreement and the first supplementary agreement. The
merger is pending approvals from the Fair Trade Commission and the Stock
Exchange.
8.Anticipated benefits of the merger and acquisition:
Please refer to the 2021/12/30 announcement.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Please refer to the 2021/12/30 announcement.
10.Types of consideration for mergers and acquisitions
and sources of funds:
204,028,208 TWM shares to be issued.
11.Share exchange ratio and calculation assumptions:
In response to the cancellation of T-Star's unvested employee restricted
stocks, the share exchange ratio is adjusted from one T-Star share for
0.03260 TWM shares announced on 2023/02/24 to one T-Star share for 0.03261
TWM shares in accordance with the formula stated in the merger agreement and
the first supplementary agreement.
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:Not applicable
13.Name of accounting, law or securities firm:Not applicable
14.Name of CPA or lawyer:Not applicable
15.Practice certificate number of the CPA:Not applicable
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:Not applicable
17.Estimated date of completion:
The merger is pending approvals from the Fair Trade Commission and the Stock
Exchange.
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:
Please refer to the 2021/12/30 announcement.
19.Basic information of companies participating in the merger:
Please refer to the 2021/12/30 announcement.
20.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 number 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):Not applicable
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:None
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
Please refer to the 2021/12/30 announcement.
23.Other important terms and conditions:
Subject to approvals from regulatory authorities.
24.Other major matters related to the mergers and acquisitions:None
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:None
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:Not applicable
29.Details on transactions with the counterparty for the past year
and the expected coming year:Not applicable
30.Source of funds:Not applicable
31.Any other matters that need to be specified:None