【LLTC】Announcement on Behalf of Subsidiary Jia Yuan Co., Ltd. Regarding the Board of Directors' Approval to Become a Wholly-Owned Subsidiary of LED Lighting Tech Co., Ltd. via Cash-Based Share Conversion
LED Lighting Tech Co., Ltd. (LLTC) announced that its board of directors has approved a cash-based share conversion to make Jia Yuan Co., Ltd., an indirectly 100% owned subsidiary, a wholly-owned subsidiary. This move aims to strengthen group resource integration and improve overall operational efficiency. While there will be no short-term impact on EPS and net asset value, positive long-term effects are anticipated.
📋 Article Processing Timeline
- 📰 Published: May 7, 2026 at 09:00
- 🔍 Collected: May 8, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 8, 2026 at 08:35 (35 min after Collected)
1. Type of merger and acquisition (e.g., merger, spin-off, acquisition or share transfer):
Share conversion.
2. Date of occurrence of the event: 2026/5/7.
3. Names of participating companies in the M&A (e.g., merging party, new spin-off company, acquired or transferred share target company):
Acquiring company: LED Lighting Tech Co., Ltd. (hereinafter referred to as "LLTC").
Acquired company: Jia Yuan Co., Ltd. (hereinafter referred to as "Jia Yuan").
4. Counterparty of the transaction (e.g., merging party, spin-off to another company, transaction target for acquisition or share transfer):
LED Lighting Tech Co., Ltd.
5. Is the counterparty a related party: Yes.
6. Relationship between the counterparty and the company (e.g., invested company with XX% shareholding by the Company), and explain the reasons for selecting a related enterprise or related party as the target for acquisition or share transfer and whether it affects shareholders' equity:
Jia Yuan is an indirect 100% owned grandchild company of LLTC; this transaction is for internal group organizational restructuring. Since LLTC's effective shareholding ratio in Jia Yuan remains unchanged, it does not affect shareholders' equity.
7. Purpose and conditions of the M&A, including reasons for M&A, 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 NT$10.05 per common share of the Company.
(3) LLTC shall pay the consideration to Jia Yuan's shareholders, i.e., the Company, on the share conversion effective date.
8. Expected benefits after the M&A:
By adjusting the investment organizational structure, resource integration and sharing synergy will be strengthened, enhancing overall operational efficiency and market competitiveness. This aims to promote the long-term development of diversified business entities and continue to create stable corporate value and returns for shareholders.
9. Impact of M&A on net asset value per share and earnings per share:
Since it is an internal group organizational and investment restructuring, LLTC's effective shareholding ratio in Jia Yuan remains unchanged. Therefore, there will be no impact on net asset value 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 enhanced, which should have a positive impact on future net asset value per share and earnings per share.
10. Type of M&A consideration and source of funds:
Cash consideration, with funds sourced from LLTC's own funds.
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: Not applicable as this case uses cash consideration.
(2) Basis for cash consideration calculation: The acquisition consideration is determined by referring to Jia Yuan's operating conditions, future development, stock market price, earnings per share, and other factors, as well as the fairness opinion report issued by an independent expert on the reasonableness of the cash consideration for this case.
12. Is there a non-fairness opinion issued by an accountant, lawyer, or securities underwriter for this transaction: Yes.
13. Name of accounting firm, law firm, or securities underwriter company:
Sheng-Jie CPA Firm.
14. Name of accountant or lawyer:
Accountant Tu Sheng-Jie.
15. Accountant's or lawyer's license number:
Financial Supervisory Commission Cert. No. 6591.
16. Content of the independent expert's fairness opinion report on the share exchange ratio, cash, or other property distributed to shareholders in this M&A (I. Including the methods, principles, or calculation methods used in determining the public tender offer price and a comparison with internationally customary methods such as market value method, cost method, and discounted cash flow method. II. Comparison of the financial situation, profitability, and P/E ratio of the acquired company with listed peers. III. If the public tender offer price refers to a valuation report from a valuation institution, the content and conclusions of the valuation report should 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, an impact assessment on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7):
The M&A structure is an internal group share conversion. Considering that there is no change in the composition of its effective control, according to accounting 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, to further examine the reasonableness of its price, we referred to the price-to-book ratio of listed companies in the same industry in the capital market to calculate Jia Yuan's per-share value, which is approximately between NT$8.51 and NT$10.94. Compared to the cash consideration of NT$10.05 per share in this case, no significant deviation was found, indicating no unreasonableness.
17. Scheduled completion date (Note 7):
The Company's board of directors authorizes the chairman to jointly negotiate and decide the share conversion effective date with Jia Yuan and make an announcement.
18. Matters related to existing or newly established companies assuming the rights and obligations of the dissolving (or spin-off) company (Note 2): Not applicable.
19. Basic information of participating companies in the merger (Note 3):
(1) LLTC: General investment company.
(2) Jia Yuan: Residential and building development, leasing, and real estate trading business.
20. Matters related to spin-off (including estimated valuation of operations and assets to be transferred to existing or newly established companies; 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: Not applicable if not a spin-off announcement): Not applicable.
21. Conditions and restrictions on future transfer of M&A shares: None.
22. Plans after M&A completion (including I. willingness and content of plans to continue operating the company's business. II. whether dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of key personnel, assets, or any other significant matters affecting shareholders' equity will occur):
This is merely an adjustment to the shareholding structure of a subsidiary within the group. LLTC's effective control and shareholding ratio in Jia Yuan will remain 100% unchanged. Therefore, there will be no significant impact on key personnel, asset utilization, finance, and shareholders' equity.
23. Other important agreements: None.
24. Other significant matters related to M&A: None.
25. Did directors dissent from 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's name, important content of their own or their represented legal entity's interest (including but not limited to actual or estimated investment...
Keywords: Material Information
Share conversion.
2. Date of occurrence of the event: 2026/5/7.
3. Names of participating companies in the M&A (e.g., merging party, new spin-off company, acquired or transferred share target company):
Acquiring company: LED Lighting Tech Co., Ltd. (hereinafter referred to as "LLTC").
Acquired company: Jia Yuan Co., Ltd. (hereinafter referred to as "Jia Yuan").
4. Counterparty of the transaction (e.g., merging party, spin-off to another company, transaction target for acquisition or share transfer):
LED Lighting Tech Co., Ltd.
5. Is the counterparty a related party: Yes.
6. Relationship between the counterparty and the company (e.g., invested company with XX% shareholding by the Company), and explain the reasons for selecting a related enterprise or related party as the target for acquisition or share transfer and whether it affects shareholders' equity:
Jia Yuan is an indirect 100% owned grandchild company of LLTC; this transaction is for internal group organizational restructuring. Since LLTC's effective shareholding ratio in Jia Yuan remains unchanged, it does not affect shareholders' equity.
7. Purpose and conditions of the M&A, including reasons for M&A, 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 NT$10.05 per common share of the Company.
(3) LLTC shall pay the consideration to Jia Yuan's shareholders, i.e., the Company, on the share conversion effective date.
8. Expected benefits after the M&A:
By adjusting the investment organizational structure, resource integration and sharing synergy will be strengthened, enhancing overall operational efficiency and market competitiveness. This aims to promote the long-term development of diversified business entities and continue to create stable corporate value and returns for shareholders.
9. Impact of M&A on net asset value per share and earnings per share:
Since it is an internal group organizational and investment restructuring, LLTC's effective shareholding ratio in Jia Yuan remains unchanged. Therefore, there will be no impact on net asset value 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 enhanced, which should have a positive impact on future net asset value per share and earnings per share.
10. Type of M&A consideration and source of funds:
Cash consideration, with funds sourced from LLTC's own funds.
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: Not applicable as this case uses cash consideration.
(2) Basis for cash consideration calculation: The acquisition consideration is determined by referring to Jia Yuan's operating conditions, future development, stock market price, earnings per share, and other factors, as well as the fairness opinion report issued by an independent expert on the reasonableness of the cash consideration for this case.
12. Is there a non-fairness opinion issued by an accountant, lawyer, or securities underwriter for this transaction: Yes.
13. Name of accounting firm, law firm, or securities underwriter company:
Sheng-Jie CPA Firm.
14. Name of accountant or lawyer:
Accountant Tu Sheng-Jie.
15. Accountant's or lawyer's license number:
Financial Supervisory Commission Cert. No. 6591.
16. Content of the independent expert's fairness opinion report on the share exchange ratio, cash, or other property distributed to shareholders in this M&A (I. Including the methods, principles, or calculation methods used in determining the public tender offer price and a comparison with internationally customary methods such as market value method, cost method, and discounted cash flow method. II. Comparison of the financial situation, profitability, and P/E ratio of the acquired company with listed peers. III. If the public tender offer price refers to a valuation report from a valuation institution, the content and conclusions of the valuation report should 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, an impact assessment on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7):
The M&A structure is an internal group share conversion. Considering that there is no change in the composition of its effective control, according to accounting 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, to further examine the reasonableness of its price, we referred to the price-to-book ratio of listed companies in the same industry in the capital market to calculate Jia Yuan's per-share value, which is approximately between NT$8.51 and NT$10.94. Compared to the cash consideration of NT$10.05 per share in this case, no significant deviation was found, indicating no unreasonableness.
17. Scheduled completion date (Note 7):
The Company's board of directors authorizes the chairman to jointly negotiate and decide the share conversion effective date with Jia Yuan and make an announcement.
18. Matters related to existing or newly established companies assuming the rights and obligations of the dissolving (or spin-off) company (Note 2): Not applicable.
19. Basic information of participating companies in the merger (Note 3):
(1) LLTC: General investment company.
(2) Jia Yuan: Residential and building development, leasing, and real estate trading business.
20. Matters related to spin-off (including estimated valuation of operations and assets to be transferred to existing or newly established companies; 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: Not applicable if not a spin-off announcement): Not applicable.
21. Conditions and restrictions on future transfer of M&A shares: None.
22. Plans after M&A completion (including I. willingness and content of plans to continue operating the company's business. II. whether dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of key personnel, assets, or any other significant matters affecting shareholders' equity will occur):
This is merely an adjustment to the shareholding structure of a subsidiary within the group. LLTC's effective control and shareholding ratio in Jia Yuan will remain 100% unchanged. Therefore, there will be no significant impact on key personnel, asset utilization, finance, and shareholders' equity.
23. Other important agreements: None.
24. Other significant matters related to M&A: None.
25. Did directors dissent from 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's name, important content of their own or their represented legal entity's interest (including but not limited to actual or estimated investment...
Keywords: Material Information