【TPK-KY】Announcement by Subsidiary TPK Universal Solutions Limited Regarding Cash Acquisition and Absorption Merger of Group Subsidiary

1. Type of M&A (e.g., Merger, Demerger, Acquisition, Share Transfer): Acquisition and Merger
2. Date of Occurrence: 2026/5/7
3. Names of Participating M&A Companies (e.g., merging party, newly established demerged company, target company for acquisition or share transfer):
Acquiring Company: TPK Universal Solutions Limited
Target Company for Share Transfer: Milehigh Investments Holding Limited
4. Counterparty (e.g., other merging party, transferee for demerger, counterparty for acquisition or share transfer):
Counterparty: Nelpus Investments Limited
5. Is the counterparty a related party: Yes
6. Relationship between the counterparty and the company (e.g., investee company with XX% shareholding by the company), and explanation of reasons for selecting a related enterprise or related party as the target for acquisition or share transfer, and whether it does not affect shareholders' equity:
Relationship: A company 100% directly held by the company
Reason: To simplify the group's investment structure and share integrated resources
Does not affect shareholders' equity
7. Purpose and conditions of the M&A, including reasons for the M&A, consideration conditions, and payment timing (Note 7):
Reason: Organizational restructuring
Acquisition consideration conditions:
Cash acquisition of 100% equity of Milehigh Investments Holding Limited for USD 4,294 thousand
Merger consideration conditions: TPK Universal Solutions Limited will merge with its 100% owned subsidiary, Milehigh Investments Holding Limited.
After the merger, all issued shares of the disappearing company will be canceled due to the merger, and no share exchange will occur.
Acquisition payment timing: The chairman is authorized to set the closing date after the resolution of the board of directors.
Merger payment timing: Not applicable
8. Expected benefits after M&A:
Achieve organizational resource sharing and improve operational efficiency
9. Impact of M&A on net value per share and earnings per share:
No impact
10. Type of M&A consideration and source of funds:
This acquisition is entirely for cash consideration, with funds from own capital.
11. Share exchange ratio and its calculation basis:
Not applicable
12. Whether this transaction received a non-reasoned opinion from an accountant, lawyer, or securities underwriter: No
13. Name of accounting firm or law firm or securities underwriter company name:
Acquisition: Crowe Horwath United CPA Firm
Merger: Not applicable
14. Name of accountant or lawyer:
Acquisition: Accountant Chen Chao-Hui
Merger: Not applicable
15. Accountant or lawyer's license number:
Acquisition: Jin Guan Zheng Shen Zi No. 1100145994
Merger: Not applicable
16. Content of independent expert opinion on the reasonableness of the M&A share exchange ratio, cash, or other property distributed to shareholders (1. Including the methods, principles, or calculation methods used for setting the public acquisition price and comparison with internationally customary market value methods, cost methods, and discounted cash flow methods. 2. Comparison of the financial status, profitability, and P/E ratio of the acquired company with listed peers. 3. If the public acquisition price refers to the appraisal report of an appraisal institution, the content and conclusions of the appraisal report should be explained. 4. 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 assessment of the impact on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7):
This case is essentially an organizational restructuring within the group, and the transaction consideration should not involve an unreasonable share transaction consideration.
17. Scheduled completion date (Note 7):
The chairman is authorized to set the merger completion date after the resolution of the board of directors.
18. Matters related to existing or newly established company inheriting rights and obligations of the disappearing (or demerged) company (Note 2):
From the merger completion date,
All book assets, liabilities, and all rights and obligations of the disappearing company shall be fully assumed by the surviving company in accordance with the law.
19. Basic information of participating merger companies (Note 3):
TPK Universal Solutions Limited (Surviving company) Main business: Investment and international trade
Milehigh Investments Holding Limited (Disappearing company) Main business: Investment holding
20. Matters related to demerger (including valuation of business and assets to be transferred to existing or newly established company; total number, type, and quantity of shares obtained by the demerged company or its shareholders; matters related to capital reduction if the demerged company reduces capital) (Note: Not applicable if not a demerger announcement): Not applicable
21. Conditions and restrictions on future transfer of acquired shares:
None
22. Plans after M&A completion (including 1. Willingness and plan content for continuing business operations. 2. Whether there will be dissolution, delisting, significant changes in organization, capital, business plan, finance and production, arrangements or utilization of important personnel, assets, or any other significant matters affecting shareholders' equity): Not applicable
23. Other important agreements:
None
24. Other significant matters related to the M&A:
None
25. Did any director object to 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 representative, important content of personal or corporate interest (including but not limited to method of actual or expected investment in other participating M&A companies, shareholding ratio, transaction price, whether participating in the management of M&A companies, and other investment conditions), reasons for recusal or non-recusal, recusal status, reasons for approving or opposing the M&A resolution) (Note 7):
None
27. Does it involve changes in operating model: No
28. Explanation of changes in operating model (Note 4): Not applicable
29. Transaction status with counterparty in the past year and expected in the next year (Note 5): Not applicable
30. Source of funds (Note 5): Not applicable
31. Other matters to be specified (Note 6): None