Lian Jia Investment Holding Announces Subsidiary Jizhi Catering Co., Ltd. Chairman Agrees to Become a Wholly-Owned Subsidiary of Lian Jia Optoelectronics Investment Holding Co., Ltd. through a Cash Consideration Share Swap

1. Type of M&A (e.g., merger, spin-off, acquisition or share transfer):
Share Conversion
2. Date of occurrence of the event: 115/5/7
3. Name of participating M&A company (e.g., other merging company, newly established spun-off company, acquired or transferred share target company):
Acquiring company: Lian Jia Optoelectronics Investment Holding Co., Ltd. (hereinafter referred to as "Lian Jia Investment Holding")
Acquired company: Jizhi Catering Co., Ltd. (hereinafter referred to as "Jizhi Company")
4. Counterparty to the transaction (e.g., other merging company, spun-off to another company, acquiring or transferring shares object):
Lian Jia Optoelectronics Investment Holding Co., Ltd.
5. Is the counterparty a related party: Yes
6. Relationship between the counterparty and the company (e.g., a subsidiary in which the company holds XX% of its shares), and explain the reason for selecting a related enterprise or related party as the target for acquisition or transfer of shares, and whether it does not affect shareholders' equity:
Jizhi Company is a 100% indirectly held grandchild company of Lian Jia Investment Holding; this transaction is for intra-group organizational restructuring, and since Lian Jia Investment Holding's effective shareholding ratio in Jizhi Company remains unchanged, it does not affect shareholders' equity.
7. Purpose and conditions of the M&A, including M&A reasons, consideration conditions and payment timing (Note 7):
(1) To strengthen group resource integration and enhance overall operational efficiency.
(2) The consideration for this share conversion case is a cash consideration of NTD 2.5 per common share of the Company.
(3) The tentative effective date for share conversion is June 8, 115th year of the Republic (hereinafter the same), and Lian Jia Investment Holding shall pay the consideration to the shareholders of Jizhi Company, which is our company, on the effective date of share conversion.
8. Expected benefits after M&A:
By adjusting the investment organizational structure, it aims to strengthen resource integration and shared synergies, improving overall operational efficiency and market competitiveness. This move is intended to promote the long-term development of diversified business entities and continuously create stable corporate value and returns for shareholders.
9. Impact of M&A on net worth per share and earnings per share:
Since it is an intra-group organizational investment structure restructuring, Lian Jia Investment Holding's effective shareholding ratio in Jizhi Company remains unchanged, so it will not affect net worth per share and earnings per share in the short term.
In the long term, through organizational structure optimization and resource integration, overall operational efficiency and investment capability can be improved, which should have a positive impact on future net worth per share and earnings per share.
10. Type of M&A consideration and source of funds:
Cash consideration, with funds sourced from Lian Jia Investment Holding's own funds.
11. Share swap ratio and its calculation basis:
(1) Share swap ratio: This case involves cash consideration, so it is not applicable.
(2) Basis for cash consideration calculation: The acquisition consideration is determined by referring to Jizhi Company's operational status, future development, stock market price, earnings per share, and other factors, as well as the reasonableness opinion letter issued by an independent expert regarding the reasonableness of the cash consideration in this case.
12. Is there any unreasonable opinion issued by an accountant, lawyer, or securities underwriter for this transaction: Yes
13. Name of accounting firm or law firm or securities underwriter company: Shengjie CPA Firm
14. Name of accountant or lawyer: CPA Tu Sheng-jie
15. Accountant or lawyer's professional license number: FSC Cert No. 6591
16. Content of independent expert's opinion letter on the reasonableness of the share swap ratio, cash or other assets distributed to shareholders for this M&A (I. Including the methods, principles or calculation methods adopted for pricing the public offer and comparison with international common market value method, cost method and discounted cash flow method. II. Comparison of the financial status, profitability and price-earnings ratio of the acquired company with listed and OTC counterparts. III. If the public offer price refers to the valuation report of a valuation institution, the content and conclusion of the valuation report should be explained. IV. If the acquirer's financing repayment plan uses the assets or shares of the acquired company or the surviving company after merger as collateral, the impact assessment on the financial and business soundness of the acquired company or the surviving company after merger should be explained) (Note 7):
This M&A structure is an intra-group share conversion, and after considering that there is no change in the composition of its effective control, according to accounting treatment principles, it belongs to an organizational restructuring under common control and should be accounted for using the book value method. Although this case is not a market transaction, in order to further examine the reasonableness of its price, referring to the price-to-book ratio of comparable industry stocks in the capital market, Jizhi Catering's per-share value is calculated to be between NTD 1.97 and NTD 4.10. Compared with the cash consideration of NTD 2.50 per share in this case, no significant deviation was found, and there is no unreasonableness.
17. Scheduled completion date (Note 7):
The tentative effective date for share conversion is June 8, 115th year of the Republic.
18. Matters related to the existing or newly established company inheriting the rights and obligations of the dissolved (or spun-off) company (Note 2):
Not applicable
19. Basic information of participating merging companies (Note 3):
(1) Lian Jia Investment Holding: General investment company
(2) Jizhi Company: Catering company
20. Matters related to spin-off (including valuation of business and assets to be transferred to existing or newly established company; total number, type, and quantity of shares acquired by the spun-off company or its shareholders; matters related to capital reduction of the spun-off company if capital reduction occurs) (Note: Not applicable if not a spin-off announcement):
Not applicable
21. Conditions and restrictions on future transfer of acquired shares: None
22. Plans after M&A completion (including I. Intention and plan content for continuing company operations. II. Whether dissolution, delisting (from OTC market), significant changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel, assets, or any other significant matters affecting shareholders' equity will occur):
This is only an adjustment of the shareholding structure of intra-group companies, and Lian Jia Investment Holding's effective control and shareholding ratio in Jizhi Company will remain 100% unchanged, so there will be no significant impact on important company personnel, asset utilization, finance, and shareholders' equity.
23. Other important agreed matters: None
24. Other significant matters related to M&A: None
25. Any dissent from directors on this transaction: No
26. Information on interested directors involved in the M&A transaction (name of natural person director or name of corporate director and its representative, important content of their own or their represented legal entity's interest (including but not limited to)
Keywords: Material Information