Material Information

2021-01-13

YFY Inc. announces the Board's resolutions for division spin-off of YFY Packaging Inc. and obtained new shares issuance of YFY Development Corp.

1.Name and nature of the underlying assets (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):Ordinary share of YFY Development Corp.
2.Date of occurrence of the event:2021/01/13
3.Amount, unit price, and total monetary amount of the transaction:
Amount: 40,797,989 share
Monetary amount: 18.90 NTD/Share
Amount of the transaction: NTD 771,082 thousand
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
disclosed):
Trading counterparty：YFY Development Corp.
Relationship with the Company: YFY Development Corp. is 100% subsidiary.
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
transfer:
The reason for choosing the related party as trading counterparty: This
transaction is a horizontal spin-off between YFY Inc.’s two 100% owned
subsidiaries. YFY Development Corp. will issue new shares as the
consideration payable by the company for its acquisition of the Asset
Management Division of Central District of YFY Packaging Inc.
The previous owner, its relationship with the Company and the trading
counterparty, and the previous date and monetary amount of transfer:
Not applicable.
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:Not applicable.
7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor’s rights; if creditor's
rights over a related party, announcement shall be made of the name of the
related party and the book amount of the creditor's rights, currently being
disposed of, over such related party):Not applicable.
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):Not applicable.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:Not applicable.
10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
This transaction is referred to an independent expert reasonable opinions
on the reasonableness of the transaction price. In addition, the board
of directors approved the transaction on January 13, 2021.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:Not applicable.
12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:
Cumulative no.of shares held: 153,618,675 shares
Monetary amount: NTD 2,903,760 thousand
Shareholding percentage:100%
Restriction of rights: None.
13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
Ratio to total assets: 4.52%;
Ratio to owners’ equity: 6.96%
Operating Capital: NTD-3,006,262 thousand
14.Broker and broker's fee:Not applicable.
15.Concrete purpose or use of the acquisition or disposal:
This is a transaction between two 100% owned subsidiaries of YFY Inc.
(YFY Packaging Inc. spin-off the Central Asset Management Division of
the Central District to YFY Development Corp. and process the capital
reduction at the same time. YFY Packaging Inc.’s share which held by
YFY Inc. will reduced in same amount and to be replaced by YFY
Development Corp.’s new issuance ordinary share.)
16.Any dissenting opinions of directors to the present transaction:None.
17.Whether the counterparty of the current transaction is
a related party:Yes.
18.Date of the board of directors resolution:2021/01/13
19.Date of ratification by supervisors or approval by
the Audit Committee:2021/01/13
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None.
21.Name of the CPA firm:Modesty CPA Firm.
22.Name of the CPA:Cheng-Wei He
23.Practice certificate number of the CPA:
(100) Jwan Gaou Kwai Tze No.000301
24.Whether the transaction involved in change of business model:None.
25.Details on change of business model:Not applicable.
26.Details on transactions with the counterparty for the past year and the
expected coming year: Not applicable.
27.Source of funds: Not applicable.
28.Any other matters that need to be specified:
In this transaction, the capital reduction and transfer for spin-off were
handled in accordance with the Business Mergers and Acquisitions Act,
which were regarded as business adjustments of YFY Inc. and will not
affect the shareholders’ equity.