晶元光電 2018/06/25

EPISTAR Board of Directors resolved to spin-off and transfer its existing Semiconductor Foundry business to a newly established and 100% owned subsidiary.

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1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off,acquisition, or receiving assignment of shares):spin-off

2.Date of occurrence of the event:2017/06/25

3.Names of companies participating in the merger (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):

 Jing Cheng Semiconductor Corporation (tentative translated company name)

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):

 Jing Cheng Semiconductor Corporation

5.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:

 This spin-off will incorporate a division by formation a new company, that

 is, the company will divide and transfer the relevant business (including

 assets, liabilities and business) of the semiconductor foundry business to

 the newly established and 100% owend Jing Cheng Semiconductor Company

 after the splitting date. The  valuation of the shares from the spin-off

 in Jing Cheng Semiconductor Co., Ltd. is equal to its Business valuation

 and therefore has no material impact on the company's shareholders equity.

6.Purpose/objective of the merger/acquisitionation:

 To implement the professional specialization of labor to strengthen the

 company's overall competitiveness and operational efficiency.

7.Anticipated benefits of the merger/acquisition:

 To increase the value of Shareholders' equity by strengthening the

 company's overall competitiveness and operational efficiency.

8.Effect of the merger or consolidation on net worth per share and

  earnings per share:

 No capital reduction has been conducted from the spin-off, therefore,

 the value of the shares from the spin-off in Jing Cheng Semiconductor Co.,

 Ltd. is equal to its operating value and therefore has no vital impact

 on the company's shareholders equity.

9.Share exchange ratio and basis of its calculation:

 (1)The company's spin-off and granted operating value to Jing Cheng

    Semiconductor is estimated to be NT$1 billion, and Jing Cheng

    Semiconductor Company shall issue 100 million ordinary shares to the

    company for the operating value it inherited. The nominal par value

    is NT5 per share and issued at a premium of NT$10 per share; the company

    will obtain one hundred million shares with nominal par value of NT5

    per share in exchange the value of the spin-off.

 (2)Calculation basis: the foresaid shares quantity is by referencing both

    the book value of assets and liability predesignated to be spin-off and

    by the expert’s comments on the rationality of conversion split-value.

10.Scheduled timetable for consummation:

 The spin-off date is temporary set at 1 Oct. 2018.

11.Matters related to assumption by the existing company or new

   company of rights and obligations of the extinguished (or spun-off)

   company:

  (1)From the date of the spin-off reference date, all assets and liability

     together with all valid rights and obligations that the Company

     divides as of the cut-off date shall generally be accepted by

     Jing Cheng Semiconductor Co., Ltd. according to the Law; The company

     should cooperate with Jing Cheng Semiconductor Co., Ltd. if related

     procedure and process is necessary.

  (2)In addition to the debts from spin-off and the dividable debts of the

     company prior to the separation, Jing Cheng Semiconductor Company shall

     comply with the scope of the capital contribution and of the company's

     debts before the spin-off, in accordance with the Mergers and

     Acquisitions Act No. 35. Clause 6 that the company is jointly and

     severally liable for repayment. However, the rights of claims of the

     creditor’s shall be extinguished after they have not been exercised

     within two years from the base date of the division.

12.Basic information of companies participating in the merger:Not applicable.

13.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

   volumesof 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 announcementof a spin-off):

  (1)The business value of spin-off: the value is estimated at NT one

     billion after assets deducted the liability.

  (2)The assets of the spin-off: estimated NT one billion.

  (3)The liability of the spin-off: estimated NT0.

  (4)The amount of the business value, assets and liabilities of the

     spin-off with which disclosure previously was based on the book

     value of the company's financial statements audited by accountants

     on December 31, 2017, and estimated by considering the depreciation,

     capital expenditure plans, and projections related to the reference

     date of the spin-off, the actual amount is still based on the book

     value at the spin-off date.

  (5)It is authorized to Board of Directors to adjust foresaid assets and

     liability of the spin-off if necessary, and to adjust the new

     issuance quantity of shares or price per share of the Jing Cheng

     Semiconductor Company by the same time.

  (6)The company's spin-off and granted operating value to Jing Cheng

     Semiconductor is estimated to be NT$1 billion, and Jing Cheng

     Semiconductor Company shall issue 100 million ordinary shares to the

     company for the operating value it inherited. The nominal par value

     is NT5 per share and issued at a premium of NT$10 per share; the

     company will obtain one hundred million shares with nominal par value

     of NT5 per share in exchange the value of the spin-off.

14.Conditions and restrictions on future transfers of shares

   resulting from the merger or acquisition:None.

15.Other important stipulations:

  It is authorized to Board of Director to further resolved that if the

  business scope of the spin-off, the business value( including assets and

  liability), the shares exchange ratio, the operation schedule or any

  other matters that is necessary to be adjusted or, from the competent

  authority's administrative guidance or related decrees, or when the

  objective environment is subject to change.

16.Do the directors have any objection to the present transaction?:None.