[Evergreen] Announcement of Board Resolution by Subsidiary EMA, EAR, and EMAR to Conduct a Simple Merger between EAR and EMAR
Evergreen Shipping Agency's subsidiaries, EAR and EMAR, will undergo a simple merger with EAR as the surviving entity. This strategic move aims to optimize organizational structure and reduce management costs, with no expected impact on financial performance or shareholder equity. The merger is anticipated to be completed by May 1, 2026.
📋 Article Processing Timeline
- 📰 Published: April 30, 2026 at 09:00
- 🔍 Collected: May 1, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 1, 2026 at 11:41 (3h 41m after Collected)
1. Type of Merger (e.g., Merger, Spin-off, Acquisition, Share Transfer): Simple Merger
2. Date of Fact Occurrence: April 30, 115 (Minguo Year)
3. Names of Companies Involved in Merger (e.g., name of the other party to the merger, newly established company in spin-off, target company for acquisition or share transfer):
Evergreen Shipping Agency (Argentina) S.A.U. (hereinafter referred to as EAR) and Estate Management S.A.U. (hereinafter referred to as EMAR) Merger
4. Transaction Counterparty (e.g., the other party to the merger, company receiving the spun-off business, target of acquisition or share transfer):
EAR is the surviving company, and EMAR is the dissolved company.
5. Is the Transaction Counterparty a Related Party: Yes
6. Relationship with the Company (subsidiary in which the company holds XX% stake), and explanation of the reason for selecting the related enterprise or related party as the target for acquisition or share transfer, and whether it affects shareholder rights:
Both EAR and EMAR are 100% wholly-owned subsidiaries of the company's subsidiary, Evergreen Marine (Asia) Pte. Ltd. The merger is to optimize the organizational structure, has no significant impact on financial or business operations, and does not affect shareholder rights.
7. Merger Purpose and Conditions, including Merger Rationale, Consideration Conditions, and Payment Timing (Note 7):
Not applicable
8. Expected Benefits After Merger:
Optimization of organizational structure and reduction of management costs
9. Impact of Merger on Net Asset Value Per Share and Earnings Per Share:
No impact
10. Type of Merger Consideration and Source of Funds:
Not applicable
11. Share Exchange Ratio and Calculation Basis:
Not applicable
12. Non-Reasonable Opinion Issued by Accountant, Lawyer, or Securities Underwriter for this Transaction: Not applicable
13. Name of Accountant or Law Firm or Securities Underwriter Company:
Not applicable
14. Name of Accountant or Lawyer:
Not applicable
15. Certificate Number of Accountant or Lawyer:
Not applicable
16. Independent Expert's Opinion on the Reasonableness of the Share Exchange Ratio, Cash or Other Property Distributed to Shareholders in this Merger (I. Methods, principles, or calculation methods used to determine the tender offer price, and comparison with internationally used market value method, cost method, and discounted cash flow method. II. Comparison of the financial status, profitability, and P/E ratios of the acquired company with listed/OTC companies in the same industry. III. If the tender offer price refers to an appraisal report, the content and conclusion of the appraisal report should be explained. IV. If the acquirer's financing repayment plan uses the assets or shares of the acquired company or the merged surviving company as collateral, the impact assessment on the financial and operational soundness of the acquired company or the merged surviving company should be explained) (Note 7):
Not applicable
17. Estimated Completion Schedule (Note 7):
The merger base date is expected to be May 1, 115 (Minguo Year).
18. Matters Related to the Rights and Obligations Assumed by the Existing or Newly Established Company from the Dissolved (or Spin-off) Company (Note 2):
After the merger takes effect, the book assets, liabilities, and all rights and obligations still valid as of the merger base date of EMAR (dissolved company) shall be comprehensively assumed by EAR (surviving company) in accordance with the law.
19. Basic Information of Companies Participating in the Merger (Note 3):
EAR: Freight and shipping agency business
EMAR: Real estate leasing business
20. Matters Related to Spin-off (including the estimated value of business and assets to be transferred to the existing or newly established 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: Not applicable if not a spin-off announcement):
Not applicable
21. Conditions and Restrictions on Future Transfer of Merger Shares:
Not applicable
22. Plans After Merger Completion (including I. Willingness and plan content for continuing the company's business. II. Whether there will be dissolution, delisting, significant organizational changes, capital changes, business plan changes, financial and production changes, arrangements or utilization of important personnel and assets, or any other significant matters affecting shareholder rights):
Not applicable
23. Other Significant Agreements:
None
24. Other Merger-Related Significant Matters:
None
25. Whether Directors Have Objections to this Transaction: No
26. Information on Directors with Potential Conflicts of Interest in the Merger Transaction (Name of natural director or name of legal entity director and its representative, important content of the conflict of interest of themselves or the legal entity they represent (including but not limited to actual or expected investment in other participating companies, shareholding ratio, transaction price, whether participating in the management of the merged company, and other investment conditions), reasons for recusal or non-recusal, recusal details, reasons for approval or opposition to the merger resolution) (Note 7):
None
27. Whether it Involves a Change in Business Model: No
28. Explanation of Business Model Change (Note 4):
Not applicable
29. Transaction Details with Counterparty in the Past Year and Projected for the Next Year (Note 5):
Not applicable
30. Source of Funds (Note 5):
Not applicable
31. Other Explanations (Note 6):
None
Note 2: Matters related to the rights and obligations assumed by the existing or newly established company from the dissolved company, including principles for the treatment of treasury shares and issued shares with equity characteristics.
Note 3: Basic information of companies participating in the merger includes company name and main content of business operations.
Note 4: If a business model change is involved, describe matters such as changes in business scope, expansion/reduction of product lines, process adjustments, horizontal/vertical integration of industries, or other adjustments to the operational structure.
Note 5: If not a merger case using private placement funds, 'Not applicable' may be filled in.
Note 6: If domestic or foreign regulatory authorities (e.g., Investment Commission, Fair Trade Commission, Anti-monopoly Bureau, or other units) approval or permission is required before the case is achieved, relevant matters should be described.
Keywords: Material Information
2. Date of Fact Occurrence: April 30, 115 (Minguo Year)
3. Names of Companies Involved in Merger (e.g., name of the other party to the merger, newly established company in spin-off, target company for acquisition or share transfer):
Evergreen Shipping Agency (Argentina) S.A.U. (hereinafter referred to as EAR) and Estate Management S.A.U. (hereinafter referred to as EMAR) Merger
4. Transaction Counterparty (e.g., the other party to the merger, company receiving the spun-off business, target of acquisition or share transfer):
EAR is the surviving company, and EMAR is the dissolved company.
5. Is the Transaction Counterparty a Related Party: Yes
6. Relationship with the Company (subsidiary in which the company holds XX% stake), and explanation of the reason for selecting the related enterprise or related party as the target for acquisition or share transfer, and whether it affects shareholder rights:
Both EAR and EMAR are 100% wholly-owned subsidiaries of the company's subsidiary, Evergreen Marine (Asia) Pte. Ltd. The merger is to optimize the organizational structure, has no significant impact on financial or business operations, and does not affect shareholder rights.
7. Merger Purpose and Conditions, including Merger Rationale, Consideration Conditions, and Payment Timing (Note 7):
Not applicable
8. Expected Benefits After Merger:
Optimization of organizational structure and reduction of management costs
9. Impact of Merger on Net Asset Value Per Share and Earnings Per Share:
No impact
10. Type of Merger Consideration and Source of Funds:
Not applicable
11. Share Exchange Ratio and Calculation Basis:
Not applicable
12. Non-Reasonable Opinion Issued by Accountant, Lawyer, or Securities Underwriter for this Transaction: Not applicable
13. Name of Accountant or Law Firm or Securities Underwriter Company:
Not applicable
14. Name of Accountant or Lawyer:
Not applicable
15. Certificate Number of Accountant or Lawyer:
Not applicable
16. Independent Expert's Opinion on the Reasonableness of the Share Exchange Ratio, Cash or Other Property Distributed to Shareholders in this Merger (I. Methods, principles, or calculation methods used to determine the tender offer price, and comparison with internationally used market value method, cost method, and discounted cash flow method. II. Comparison of the financial status, profitability, and P/E ratios of the acquired company with listed/OTC companies in the same industry. III. If the tender offer price refers to an appraisal report, the content and conclusion of the appraisal report should be explained. IV. If the acquirer's financing repayment plan uses the assets or shares of the acquired company or the merged surviving company as collateral, the impact assessment on the financial and operational soundness of the acquired company or the merged surviving company should be explained) (Note 7):
Not applicable
17. Estimated Completion Schedule (Note 7):
The merger base date is expected to be May 1, 115 (Minguo Year).
18. Matters Related to the Rights and Obligations Assumed by the Existing or Newly Established Company from the Dissolved (or Spin-off) Company (Note 2):
After the merger takes effect, the book assets, liabilities, and all rights and obligations still valid as of the merger base date of EMAR (dissolved company) shall be comprehensively assumed by EAR (surviving company) in accordance with the law.
19. Basic Information of Companies Participating in the Merger (Note 3):
EAR: Freight and shipping agency business
EMAR: Real estate leasing business
20. Matters Related to Spin-off (including the estimated value of business and assets to be transferred to the existing or newly established 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: Not applicable if not a spin-off announcement):
Not applicable
21. Conditions and Restrictions on Future Transfer of Merger Shares:
Not applicable
22. Plans After Merger Completion (including I. Willingness and plan content for continuing the company's business. II. Whether there will be dissolution, delisting, significant organizational changes, capital changes, business plan changes, financial and production changes, arrangements or utilization of important personnel and assets, or any other significant matters affecting shareholder rights):
Not applicable
23. Other Significant Agreements:
None
24. Other Merger-Related Significant Matters:
None
25. Whether Directors Have Objections to this Transaction: No
26. Information on Directors with Potential Conflicts of Interest in the Merger Transaction (Name of natural director or name of legal entity director and its representative, important content of the conflict of interest of themselves or the legal entity they represent (including but not limited to actual or expected investment in other participating companies, shareholding ratio, transaction price, whether participating in the management of the merged company, and other investment conditions), reasons for recusal or non-recusal, recusal details, reasons for approval or opposition to the merger resolution) (Note 7):
None
27. Whether it Involves a Change in Business Model: No
28. Explanation of Business Model Change (Note 4):
Not applicable
29. Transaction Details with Counterparty in the Past Year and Projected for the Next Year (Note 5):
Not applicable
30. Source of Funds (Note 5):
Not applicable
31. Other Explanations (Note 6):
None
Note 2: Matters related to the rights and obligations assumed by the existing or newly established company from the dissolved company, including principles for the treatment of treasury shares and issued shares with equity characteristics.
Note 3: Basic information of companies participating in the merger includes company name and main content of business operations.
Note 4: If a business model change is involved, describe matters such as changes in business scope, expansion/reduction of product lines, process adjustments, horizontal/vertical integration of industries, or other adjustments to the operational structure.
Note 5: If not a merger case using private placement funds, 'Not applicable' may be filled in.
Note 6: If domestic or foreign regulatory authorities (e.g., Investment Commission, Fair Trade Commission, Anti-monopoly Bureau, or other units) approval or permission is required before the case is achieved, relevant matters should be described.
Keywords: Material Information