Asia Pacific Telecom : Announcement the Board of Directors resolved to merger with Far EasTone Telecommunications Co., Ltd.

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Provided by: Asia Pacific Telecom Co.,Ltd.
SEQ_NO	7	Date of announcement	2022/02/25	Time of announcement	20:48:36
Subject	Announcement the Board of Directors resolved to merger with Far EasTone Telecommunications Co., Ltd.
Date of events	2022/02/25	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):merger 2.Date of occurrence of the event:2022/02/25 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): The company intends to merger by absorption with Far EasTone Telecommunications Co., Ltd. (hereinafter referred to as "Far EasTone"), with Far EasTone as the surviving company and Asia Pacific Telecom Co.,Ltd.( (hereinafter referred to as APT )as the dissolving company. 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):Far EasTone Telecommunications Co., Ltd. 5.Whether the counterparty of the current transaction is a related party: No 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:Not applicable 7.Purpose of the merger and acquisition: Integrate resources and Increase competitiveness 8.Anticipated benefits of the merger and acquisition: Integrate resources and Increase competitiveness 9.Effect of the merger and acquisition on net worth per share and earnings per share:Not applicable 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: The consideration for this merger is shares. On the merger base date (tentatively as September 30, 2022), the registered common shares held by each shareholder listed in the shareholder register of APT, deducting the number of privately issueed shares of APT held by Far EasTone, shall be exchanged for 1 share of APT for 0.0934406 shares of Far EasTone. The share conversion ratio may be adjusted in accordance with Article 4 of the merger contract. 11.Types of consideration for mergers and acquisitions and sources of funds: The consideration for this merger is all shares 12.Share exchange ratio and calculation assumptions: (1)Share exchange ratio: 1 share of APT will be exchanged for 0.0934406 share of Far EasTone. (2)Basis of calculation:Base on both parties use the financial report of the third quarter of 2021 reviewed by the accountants and fourth quarter of 2021 theself-closing financial report provided by each party, taking into the company's operating conditions,stock market price, net value per share, other factors that may affect, and the reasonable opinion on the merger consideration issued by CPA Chen Tzu-Chien, an appointed independent expert, Sun Rising Certified Public Accountants. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No 14.Name of accounting, law or securities firm: Sun Rising Certified Public Accountants 15.Name of CPA or lawyer:Chen Tzu-Chien 16.Practice certificate number of the CPA:Tapei CPA No. 1308 17.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: Based on the quantifiable figures and objective market data of the two companies, careful consideration of the valuation model of the market price method and the comparable transaction method, and comprehensively considering the current operating conditions and future development conditions of the two companies and other key factors to measure the value of the two companies, that it is reasonable and reasonable to exchange 1 common share of APT for 0.09286-0.09570 shares of Far EasTone. 18.Estimated date of completion: The merger base date is tentatively as September 30, 2022. If the merger does not being accomplished on the aforesaid tentatively merger base date, both parties will continue to execute the merger. However,by December 31, 2022,the approval or prohibition order from National Communication Commission and Fair Trade Commission have not been obtained, the extension to March 31, 2023 for merger can only be implemented by one party based on the certain condition in accordance with the contract. After this Proposal is approved, if the merger base date is required to be changed, the Board of Directors authorizes the Chairman, at his discretion, to handle all relevant matters of the change of target completion date and announce such change publicly. 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: (1)The shares of Far EasTone exchanged for the privately issued of APT shall still be handled in accordance with the relevant laws and regulations regarding the restrictions on the transfer of privately held shares and related matters. (2)Far EasTone assume APT's total assets/liabilities and rights/obligations. 20.Basic information of companies participating in the merger: Both APT and Far EasTone are telecommunications service provider,the scope of business is telecommunications services. 21.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): Not applicable 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition: (1)It is subject to approved of the board of directors of both parties and the (interim) meeting of shareholders of APT. (2)Obtain necessary licenses, consents or approvals from relevant competent authorities such as the National Communications and Communications Commission, the Fair Trade Commission, the Taiwan Stock Exchange, and the Financial Supervisory Commission. 23.The plan after the merger and acquisition is completed: After merger with Far EasTone is approved by the (interim) shareholders meeting and approved by the competent authority, the company will apply to the Taiwan Stock Exchange to terminate the listing and trading of securities, and apply to the Financial Supervisory Commission to terminate the public offering in accordance with relevant laws and regulations. And apply to the competent authority where the company is located for dissolution. 24.Other important terms and conditions: Subject to approvals from National Communication Commission and Fair Trade Commission. 25.Other major matters related to the mergers and acquisitions:No 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions:(1)Baoxin International Investment Co., Ltd. Representative:Vivian,Lee (2)Circumstances and reasons for avoidance: The fairness and rationality of this transaction have been obtained independent expert opinion, and have been reviewed by the Audit Committee, which can ensure the fairness and reasonableness for the merger. Since the merger is to integrate resources and increase the competitiveness, there should be no risk of harming the interests of the company.In accordance with Article 18, paragraph 6, of the Business Mergers and Acquisitions Act, the company's legal person director representative may exercise voting rights on this merger. Therefore, all directors of the Company are allowed to participate in the discussion and voting of this case without withdrawing from it. 28.Whether the transaction involved in change of business model:No 29.Details on change of business model:Not applicable 30.Details on transactions with the counterparty for the past year and the expected coming year:Not applicable 31.Source of funds:Not applicable 32.Any other matters that need to be specified:None