Material Information

2020-08-13

YFY Inc. announces the Board's resolutions to consolidate two subsidiaries YFY Capital Co., Ltd. and YFY Venture Capital Investment Co., Ltd.

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):Consolidation.
2.Date of occurrence of the event:2020/08/13
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company whose shares
are taken assignment of):
Surviving company: YFY Capital Co., Ltd. (hereinafter referred to as
“YFY Capital”)
Dissolved company: YFY Venture Capital Investment Co., Ltd. (hereinafter
referred to as “YFY V.C.”)
4.Counterparty (e.g., name of the other company participating in the merger
or consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):
Surviving company: YFY Capital
Dissolved company: YFY V.C.
5.Whether the counterparty of the current transaction is a related party:Yes
6.Relationship between the counterparty and the Company (investee company in
which the Company has re-invested and has shareholding of XX%), and
explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether it
will affect shareholders' equity:
YFY Capital and YFY V. C. are both 100% owned subsidiaries by YFY Inc.
The consolidation of two companies are classified as reorganization within
the group, and it doesn't affect shareholders' equity.
7.Purpose/objective of the merger and acquisition:
In order to improve management efficiency, the consolidation of two
companies would integrate resources and reduce operating costs.
8.Anticipated benefits of the merger and acquisition:
To enhance management efficiency of the Company.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:None.
10.Merger closing procedure, including payment time and method for
consideration:
Payment time: 2020/10/07
Method for consideration: YFY Capital issues new shares for share exchange.
11.Type of merger consideration and source of funds:
YFY Capital issues new shares for share exchange.
12.Share exchange ratio and basis of its calculation:
(1) The share exchange ratio is determined to be one common stock of YFY
V.C. for 0.85672587 new issuance shares of YFY Capital.
(2) Calculation of the share exchange ratio is based on the financial
statements on 2020/07/31.
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:Not applicable.
14.Name of the CPA, law or securities firm:Not applicable.
15.Name of the CPA or lawyer:Not applicable.
16.Practice certificate number of the CPA:Not applicable.
17.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):Not applicable.
18.Scheduled timetable for consummation:
The record day of the consolidation is 2020/10/07
19.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
After the consolidation is effected, the accounting books, assets,
liabilities and all rights and obligations of YFY V.C. (dissolved Company)
that are still valid as of the date of the consolidation will be assumed
generally endorsed by YFY Capital (surviving company).
20.Basic information of companies participating in the merger:
YFY Capital (surviving company): Residence and Buildings, Industrial
Factory Buildings Lease Construction and Development, Account Receivable
Purchase Business and Investment Consultancy.
YFY V.C. (dissolved Company): Investment.
21.Matters related to the spin-off (including estimated value of the
business and assets planned to be assigned to the existing company or new
company; the total number and the types and volumes of the shares to be
acquired by the split company or its shareholders; matters related to the
reduction, if any, in capital of the split company) (note: not applicable
other than where there is announcement of a spin-off):Not applicable.
22.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:None.
23.Post merger plan (including 1.willingness to continue operating the
business of the company, and the content of plans to that effect; 2.if any,
dissolution of the company; its delisting from an exchange (or OTC market);
material changes in its organization, capital, business plan, financial
operations, or production; or any other matter of material significance that
would affect the company's shareholder equity):None.
24.Other important stipulations:None.
25.Other important matters concerning the merger and acquisition:None.
26.Whether the directors have any objection to the present transaction:None.
27.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
Not applicable.
28.Whether the transaction involved in change of business model:None.
29.Details on change of business model:Not applicable.
30.Details on transactions with the counterparty for the past year and the
expected coming year:None.
31.Source of funds:New shares to be issued by YFY Capital.
32.Any other matters that need to be specified:
After the consolidation, the surviving company will be changed the company
name to YFY Venture Capital Investment Co., Ltd.