| Statement |
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):Merger
2.Date of occurrence of the event:2023/10/16
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): Far Eastern Industries (Suzhou) Ltd.
and Sino-Belgium Beer (Suzhou) Ltd. are the Company’s subsidiaries in China.
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):
Far Eastern Industries (Suzhou) Ltd. as surviving company; Sino-Belgium Beer (Suzhou) Ltd.
as dissolved company.
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: Both companies are FENC’s consolidated entities.
There is no impact on the shareholders equity.
7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions
and payment schedule of the merger and acquisition: Two subsidiaries involving in PET bottling
and beer brewing in China were planned to merge for cost saving and operational improvement purpose.
8.Anticipated benefits of the merger and acquisition: For cost saving and operational improvement purpose.
9.Effect of the merger and acquisition on net worth per share and earnings per share:NIL
10.Type of merger consideration and source of funds:N/A
11.Share exchange ratio and basis of its calculation:
The “reasonableness opinion” for the share exchange ratio issued by the CPA.
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No
13.Name of the CPA, law or securities firm: Suzhou Tianzhong Certified Public Accountants Co.,Ltd.
14.Name of the CPA or lawyer:Qi Wei
15.Practice certificate number of the CPA:410000810004
16.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.): Based on the counterparties' financial statements as of
Sep. 30, 2023, the share exchange ratio remains reasonable when considering the
market value of machinery and equipment.
17.Scheduled timetable for consummation: The record date for merger is planned on Dec. 25, 2023.
18.Matters related to assumption by the existing company or new company of rights and obligations
of the extinguished (or spun-off) company: The surviving company takes on the rights
and obligations of the dissolved company.
19.Basic information of companies participating in the merger:
Far Eastern Industries (Suzhou) Ltd.: Production and sales of polyester products
Sino-Belgium Beer (Suzhou) Ltd.: Development of beer brewing technology
20.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):N/A
21.Conditions and restrictions on future transfers of shares resulting from the
merger and acquisition:N/A
22.Post-merger and acquisition plan: (1) Willingness to continue operating the business
of the company, and the contents of plans to that effect (2) Dissolution; delisting
from an exchange (or OTC market); material changes in organization, capital, business plan,
financial operations and production; accommodation or utilization of staff and assets
critical to the Company; or any other matter of material significance that would affect
the company's shareholder equity:N/A
23.Other important stipulations:NIL
24.Other important matters concerning the merger and acquisition:NIL
25.Whether the directors have any objection to the present transaction:No
26.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):N/A
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:N/A
29.Details on transactions with the counterparty for the past year and the expected coming year:N/A
30.Source of funds:N/A 31.Any other matters that need to be specified:No
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