| Statement |
1.Type of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2017/06/27
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):
The Board of Directors of Far Eastern Electronic Commerce Co. Ltd.(FEEC), FENC’s subsidiary, and Hiiir Co. Ltd.(Hiiir) resolved to accept a merger plan on 27 June 2017. Hiiir is the surviving company and FEEC is the dissolving company.
Upon the completion of the aforesaid merger, the surviving company will be renamed as Yuanshi Digital Technology Co., Ltd.
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):Hiiir
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:
1. FENC is the ultimate parent company of FEEC & Hiiir.
2. To fully integrate both parties’ resources and enhance the competiveness in the industry.
3. No impact on the current shareholders’ equity.
6.Purpose/objective of the merger/acquisition: To fully integrate both parties’ e-Commerce businesses & resources, and enhance the competiveness in the industry.
7.Anticipated benefits of the merger/acquisition: To fully integrate both parties’ resources and enhance the competiveness in the industry.
8.Effect of the merger or consolidation on net worth per share and earnings per share: After completion of the merger, the resources of both companies will be fully integrated, and the operational efficiency & competiveness is expected to be
enhanced. As a result, the net worth per share and earnings per share will be further improved in the future.
9.Share exchange ratio and basis of its calculation: The share exchange ratio of the aforesaid merger is set on the basis of respective un-audited financial statements of Hiiir and FEEC as of 31 May 2017. In consideration of both Companies
’ operation and future outlook, Hiiir will issue new shares of 9,167,468 in exchange of FEEC’s shares of 14,253,321, which equals one FEEC share to 0.6431812 Hiiir share. A fairness opinion was issued by an independent financial advisor,
JYH HER CPAs, on 9 June 2017.
10.Scheduled timetable for consummation: The merger record date will be set on 1 August 2017. In order to sign and execute the merger agreement and related documents, the Board of Directors authorized the Chairman on behalf of the
Company to negotiate, sign, amend, deliver the merger agreement and related documents, and all necessary process relating to the matter requested by the related authorities, including but not limited to the amendment of the merger
record date.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company: Hiiir will generally assume all FEEC’s assets and liabilities and hold its rights and obligations as of
the merger record date.
12.Basic information of companies participating in the merger: Surviving company: Hiiir; Major business activities: electronic information providing service and online retailing. Dissolving company: FEEC; Major business activities: IT retailing,
department store, online retailing service.
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 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.
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition:NIL
15.Other important stipulations:NIL
16.Do the directors have any objection to the present transaction?:NIL
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