Material Information

2021-01-13

YFY Inc. announces on behalf of YFY Packaging Inc., the Board's resolutions to spin-off the Asset Management Division of Central District to YFY Development Corp.

1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer): spin-off
2.Date of occurrence of the event:2021/01/13
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger, newly established company
in a spin-off, acquired company, or company whose shares are transferred):
The spin-off company: YFY Packaging Inc.
The acquisition company: YFY Development Corp.
4.Trading counterparty (e.g., name of the other company participating in the
merger, company spinning off, or trading counterparty to the acquisition or
share transfer):
The acquisition company: YFY Development Corp.
The share acquisition company: YFY Inc.
5.Whether the counterparty of the current transaction is a related party:
Yes.
6.Relationship between the trading counterparty and the Company (investee
company in which the Company has re-invested and has shareholding of XX%),
explanation of the reasons for the decision to acquire from or transfer
shares to an affiliated enterprise or related party, and whether it will
affect shareholders’ equity:
YFY Packaging Inc. and YFY Development Corp. are both 100% owned
subsidiaries by YFY Inc. and it has no impact to YFY's equity.
7.Purpose of the merger and acquisition:
In order to be specialized within the group.
8.Anticipated benefits of the merger and acquisition:
YFY Packaging Inc. focus on the production of industrial paper and paper
containers, and the development of ESG Circular Economy. The companies
will be specialized on the operation and enhance overall business
performance.
9.Effect of the merger and acquisition on net worth per share and earnings
per share: None.
10.Share exchange ratio and calculation assumptions:
(1) The shareholder of YFY Packaging Inc., YFY Inc. acquire common stock
of YFY Development Corp. for 40,797,989 new issuance shares.
(2) Calculation of the share exchange ratio is based on the forecast
financial statements on 2021/1/18, while the actual amount will
depends on the book value of YFY Packaging Inc. on the spin-off base
date.
11.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:None.
12.Name of accounting, law or securities firm:Modesty CPA firm
13.Name of CPA or lawyer:Cheng-Wei He
14.Practice certificate number of the CPA:(100) Jwan Gaou Kwai Tze No.000301
15.Estimated date of completion:2021/1/18
16.Matters related to the assumption of corporate rights and obligations of
the dissolving company (or spin-off) by the existing or newly-established
company:
The spin-off net value: NTD 771,082 thousand. Based on the amount and the
fairness opinion report, YFY Inc. exchange 40,797,989 new issuance shares
of YFY Development Corp.
The spin-off assets: NTD 970,326 thousand
The spin-off liabilities: NTD 199,244 thousand
17.Basic information of companies participating in the merger:
Not applicable.
18.Matters related to the spin-off (including estimated value of the
business and assets planned to be transferred to the existing company or new
company.The total number of shares to be acquired by the spun-off company
or its shareholders, and their respective types and no.Matters related to
the reduction, if any, in capital of the spun-off company)(note: not
applicable for announcements unrelated to spin-offs):
After the spin-off is effected, the related business (included property,
other assets, liabilities and all rights and obligations) of the Asset
Management Division of Central District of YFY Packaging Inc., generally
endorsed by YFY Development Corp..
19.Conditions and restrictions for future transfer of shares resulting from
the merger and acquisition:Not applicable.
20.Other important terms and conditions:None.
21.Any objections from directors to the transaction:None.
22.Whether the transaction involved in change of business model:None.
23.Details on change of business model:Not applicable.
24.Details on transactions with the counterparty for the past year and the
expected coming year:None.
25.Source of funds:YFY Development Corp. issues new shares.
26.Any other matters that need to be specified:None.