| Statement |
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Merger
2.Date of occurrence of the event:2023/02/08
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):
Surviving company:Chung Loong Paper Holdings Limited
Dissolved company:Cheng Loong (Hangzhou) Investment Co., Ltd.
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):
Surviving company:Chung Loong Paper Holdings Limited
Dissolved company:Cheng Loong (Hangzhou) Investment Co., Ltd.
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:
Chung Loong Paper Holdings Limited and Cheng Loong (Hangzhou) Investment
Co., Ltd. are both subsidiaries held by the Company through indirect
investment of 84.18%, the reason of merger is for the change of
organizational structure, and there is no impact on shareholders' equity.
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
Simplify organizational structure and integrate group resources.
8.Anticipated benefits of the merger and acquisition:
The integration of group resources can improve operational performance and
competitiveness.
9.Effect of the merger and acquisition on net worth per share and earnings per share:
The merger is the change of organizational structure in the group, and
there is no impact on the Company's net worth per share and earnings per share.
10.Types of consideration for mergers and acquisitions
and sources of funds:NA
11.Share exchange ratio and calculation assumptions:NA
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:NA
13.Name of accounting, law or securities firm:NA
14.Name of CPA or lawyer:NA
15.Practice certificate number of the CPA:NA
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:NA
17.Estimated date of completion:
The scheduled date of record for the merger is set to be March 1,2023.
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:
Effectively on the scheduled date of record for the merger, Chung Loong
Paper Holdings Limited will assume all recognized assets and liabilities
of Cheng Loong (Hangzhou) Investment Co., Ltd. and all of its rights and
obligations.
19.Basic information of companies participating in the merger:
Surviving company:Chung Loong Paper Holdings Limited;Investment
Dissolved company:Cheng Loong (Hangzhou) Investment Co., Ltd.;Investment
20.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):NA
21.Conditions and restrictions for future transfer of
shares resulting from the merger and acquisition:NA
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:NA
23.Other important terms and conditions:None
24.Other major matters related to the mergers and acquisitions:None
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:NA
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:NA
29.Details on transactions with the counterparty for the past year
and the expected coming year:NA
30.Source of funds:NA
31.Any other matters that need to be specified:None
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