[Dongfang Fengneng] Announcement of the Company's Board of Directors' Resolution to Split the 'Dongfang Advanced Department' and Establish a Subsidiary

1. Type of Merger/Acquisition (e.g., Merger, Spin-off, Acquisition, Share Transfer): Spin-off
2. Date of Occurrence: 115/4/8 (2026/04/08)
3. Names of Participating Companies (e.g., Name of the other party to the merger, Name of the spin-off company, Name of the target company for acquisition or share transfer):
Spin-off Company: Dongfang Fengneng Technology Co., Ltd. (Abbreviated as 'Our Company', 'Dongfang Fengneng')
Spin-off New Company: Dongfang Advanced Co., Ltd. (Tentative Name) (Abbreviated as 'Dongfang Advanced')
4. Counterparty (e.g., the other party to the merger, the company to which the spin-off is transferred, the counterparty for share acquisition or transfer):
Dongfang Advanced Co., Ltd.
5. Is the Counterparty a Related Party: Yes
6. Relationship with the Company (e.g., Investee company with XX% shareholding by Our Company), and explain the reason for selecting the related company or related party as the counterparty for acquisition or share transfer, and whether it affects shareholder equity:
(1) Dongfang Advanced, the newly established company after the spin-off, is a wholly-owned subsidiary of Our Company, and original shareholder equity is unaffected.
(2) Based on the group's development strategy, Dongfang Advanced was selected as the counterparty for this spin-off.
7. Purpose and Terms of Merger/Acquisition, including reasons, consideration terms, and payment timing (Note 7):
(1) Purpose: Group asset large-scale development strategy
(2) The provisional spin-off base date is July 1, 115 (2026). If there is a need to adjust the spin-off base date and related work schedule, the Chairman is authorized to set it.
(3) The business value of the 'Dongfang Advanced Department' business to be spun off by Our Company is NT$1,200,000 thousand. One ordinary share of Dongfang Advanced will be acquired at a price of NT$10 per share. Our Company will acquire a total of 120,000,000 ordinary shares of Dongfang Advanced.
8. Expected Benefits after Merger/Acquisition:
Optimize systematic management of group assets and enhance asset operational efficiency.
9. Impact of Merger/Acquisition on Net Asset Value per Share and Earnings per Share:
As Dongfang Advanced, the newly established company after the spin-off, is a wholly-owned subsidiary of Our Company, it does not affect earnings per share or net asset value.
10. Type of Consideration for Merger/Acquisition and Source of Funds:
Dongfang Fengneng will spin off the business (including assets, liabilities, and operations) of the 'Dongfang Advanced Department' to Dongfang Advanced, a wholly-owned new subsidiary, and will acquire new shares issued by Dongfang Advanced.
11. Exchange Ratio and its Calculation Basis:
The business value of the 'Dongfang Advanced Department' business to be spun off by Our Company is NT$1,200,000 thousand. One ordinary share of Dongfang Advanced will be acquired at a price of NT$10 per share. Our Company will acquire a total of 120,000,000 ordinary shares of Dongfang Advanced. There are no circumstances where shares are insufficient for exchange. The aforementioned exchange ratio is determined by referring to the book value of the assets and liabilities to be spun off by Our Company and expert opinions.
12. Has an Independent Accountant, Lawyer, or Securities Underwriter issued a non-reasonableness opinion for this transaction: No
13. Name of Accountant or Law Firm or Securities Underwriter Company:
Lishin Taiwan United CPAs
14. Name of Accountant or Lawyer:
Accountant Chang Shu-cheng
15. Certificate Number of Accountant or Lawyer:
(86) Tai-Tsai-Cheng (6) No. 74537
16. Independent Expert's Opinion on the Reasonableness of the Exchange Ratio, Cash or Other Property Distributed to Shareholders in this Merger/Acquisition (I. Methods, principles, or calculation methods used to determine the tender offer price, and comparison with internationally common market price method, cost method, and discounted cash flow method. II. Comparison of financial status, profitability, and P/E ratios of the acquired company with listed/OTC peers. III. If the tender offer price refers to an appraisal report, the content and conclusion of the appraisal report shall be explained. IV. If the acquirer's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after the merger, the impact assessment on the financial and business soundness of the acquired company or the surviving company shall be explained) (Note 7):
Under the premise of business continuity value, considering Dongfang Fengneng's operating status and the current situation of the appraised subject, this accountant adopted the book value method to reach a reasonable value conclusion. The value of the appraised subject as of the valuation base date is NT$1,200,000 thousand. It is believed that if Dongfang Fengneng conducts the transaction at this value, or if the transaction price is determined by Dongfang Fengneng to maximize shareholder interests, it is reasonable from the perspective of safeguarding shareholder interests. The actual spin-off consideration amount will be based on the book value of the net assets of the self-assessed spin-off as of Dongfang Fengneng's final spin-off base date. Additionally, in this spin-off plan, Dongfang Advanced plans to issue approximately 120,000 thousand ordinary shares at an issue price of NT$10 per share to Dongfang Fengneng as the full equity consideration, which is equivalent to the net asset value of the 'Dongfang Advanced Department' proposed to be spun off by Dongfang Fengneng. Furthermore, as Dongfang Advanced will be a wholly-owned subsidiary wholly established and held by Dongfang Fengneng, Dongfang Fengneng still retains control over the appraised subject, thus having no impact on Dongfang Fengneng's existing shareholder equity.
17. Planned Completion Schedule (Note 7):
The provisional spin-off base date is July 1, 115 (2026). If there is a need to adjust the spin-off base date and related work schedule, the Chairman is authorized to set it.
18. Matters Concerning the Assumption of Rights and Obligations of the Dissolved (or Spun-off) Company by the Existing or New Company (Note 2):
(1) From the spin-off base date, all assets, liabilities, and rights and obligations that are still valid as of the spin-off base date transferred by Dongfang Fengneng shall be wholly assumed by Dongfang Advanced in accordance with the law; if relevant procedures are required, Dongfang Fengneng shall cooperate.
(2) Except for divisible debts incurred by the spun-off business and Dongfang Fengneng's debts, Dongfang Advanced shall be jointly and severally liable with Dongfang Fengneng for the debts owed by Dongfang Fengneng after the completion of this spin-off, within the scope of the capital contribution received from the transferred business; however, the right of creditors to claim joint and several liability shall be extinguished if not exercised within 2 years from the spin-off base date.
19. Basic Information of Participating Companies (Note 3):
Not applicable
20. Matters related to the Spin-off (including the appraised value of the business and assets planned to be transferred to the existing or new company; the total number, type, and quantity of shares obtained by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company's capital is reduced) (Note:
Keywords: Material Information