Material Information

2022-09-16

(Updated) YFY Inc. announces the accumulated reduction shareholdings of Arizon RFID Technology (Cayman) Co., Ltd. by more than 10%

1.Name of the major subsidiary、Article 7 paragraph 3 subsidiary deemed as
the listed company, or a subsidiary of a listed company applies for listing
of securities in an overseas securities market for trading:Arizon RFID
Technology (Cayman) Co., Ltd. (hereinafter called as ”Arizon KY”)
2.Cause of occurrence of the event (reduce the percentage of shareholding,
contributions or lose control ):
To conduct the IPO of Arizon KY for its share diversification in accordance
with the regulatory requirement.
3.Method of shareholding or contributions reduction (Please specify the
date, reason, method, reduction percentage, volume, unit price, and total
amount each time):
(1)
Date: 2022/08/12
Reason: YFY Global Investment B.V. forfeited its right of subscription to
Arizon KY’s new issuance of shares.
Method: Capital Increase
Reduction percentage: 1.39%
Volume: 1,060,000 shares
Subscription price: NTD 57.4 per share
Total amount: NTD 60,844,000
(2)
Date: 2022/08/12
Reason: To comply with the IPO regulations, YFY Global Investment B.V.
transferred its holding shares of Arizon KY to 100% owned
subsidiaries of YFY Inc..
Method: Dispose shares
Reduction percentage: 0.00%
Volume: 200,000 shares
Unit price: NTD 70.0 per share
Total amount: NTD$ 14,000 thousands
Settled amount: USD$ 467 thousands

(3)
Date: 2022/08/12
Reason: To comply with IPO regulations, YFY Global Investments B.V.’s BOD
approved the share-release initiation of Arizon KY to financial
investors through an auction.
Method: Dispose shares
Reduction percentage: 15.29%
Volume: 10,100,000 shares
Unit price: NTD$ 76.5 per share
Total amount: NTD$ 772,650 thousands
Settled amount: USD$ 25,416 thousands
4.Method of loss of control(Please specify the date, reason, and method):NA
5.Equity (or capital) recipient or counterparty (please list separately for
each transaction):
(1) Employees of Arizon KY and its subsidiaries. As the shareholders
forfeited the subscription, the chairman of Arizon KY is authorized to
contact specific persons for subscription at the issue price.
(2) YFY Paradigm Investment Co., Ltd. and YFY Development Corp.
(3) Financial investors
6.Relationship with counterparty (Please specify the relationship with
counterparty each time):
(1) Employees of Arizon KY and its subsidiaries
(2) YFY Paradigm Investment Co., Ltd. and YFY Development Corp. are
subsidiary which 100% owned by YFY Inc.
(3) Financial investors
7.Gains (or losses) on disposal (Please specify the gains (or losses) on
disposal each time.If there is no gains (or losses), please fill in “NA”):NA
8.Cumulative reduction of shareholding in major subsidiaries, Article 7
paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a
listed company applies for listing of securities in an overseas securities
market for trading so far (including the current transaction):16.68%
9.Shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary
deemed as the listed company, or a subsidiary of a listed company applies
for listing of securities in an overseas securities market for trading at
present (including the current transaction):69.85%
10.Name of independent expert and his/her opinion on reasonableness of
pricing in each transaction:
RSM Taiwan, Chen Tung-Chang, the price of share in each transaction was
fairly priced.
11.Name of independent expert and his/her opinion on the impact of reduction
of shareholding or loss of control on the rights of the listed company's
shareholders:RSM Taiwan, Chen Tung-Chang, such transactions do not jeopardize
to the interest of the YFY Inc.’s shareholders.
12.Any effect on the ongoing listing of the parent company: No
13.Date of the audit committee resolution: 2022/08/10
14.Details of audit committee resolution: Approved
15.Date of the board of directors resolution: 2022/08/12
16.Details of board of directors resolution: Approved
17.Any other matters that need to be specified:
The private placement auction for financial investors was a subsequent
event and it is now closed. Therefore, we updated the actual award price
of bidding and the corresponding monetary consideration.