Jess link Products : The Announcement for JESS-LINK PRODUCTS CO.,LTD. to merge with TOPSEED TECHNOLOGY CORP.

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Provided by: JESS-LINK PRODUCTS CO.,LTD.
SEQ_NO	1	Date of announcement	2021/12/17	Time of announcement	16:57:16
Subject	The Announcement for JESS-LINK PRODUCTS CO.,LTD. to merge with TOPSEED TECHNOLOGY CORP.
Date of events	2021/12/17	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:2021/12/17 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): JESS-LINK PRODUCTS CO.,LTD.(hereafter referred as ��JPC��)and TOPSEED TECHNOLOGY CORP.(hereafter referred as ��TOPSEED��) has been approved to proceed cash merger by Board of directors on 2021/12/17. 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): JPC(the surviving company) and TOPSEED(the dissolved company) 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: TOPSEED TECHNOLOGY CORP. is the 100% owned subsidiary of JESS-LINK PRODUCTS CO.,LTD. In order to integrate enterprise and improve operational efficiency, JESS-LINK PRODUCTS CO.,LTD. executes a short-form merger in accordance with Article 19 of Business Mergers and Acquisitions Act. The merger will not affect shareholders' equity of JESS-LINK PRODUCTS CO.,LTD. 7.Purpose of the merger and acquisition: To integrate enterprise��s resources. 8.Anticipated benefits of the merger and acquisition: In order to integrate resources and reduce the management cost, enhance operational performance and competitiveness. 9.Effect of the merger and acquisition on net worth per share and earnings per share: Because this merger is an organizational reorganization within the group, it has no impact on the company's net value per share and earnings per share. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.:NA. 11.Types of consideration for mergers and acquisitions and sources of funds:NA. 12.Share exchange ratio and calculation assumptions:NA. (TOPSEED TECHNOLOGY CORP. is the 100% owned subsidiary of JESS-LINK PRODUCTS CO.,LTD., there is no matters related to share exchange ratio and calculation assumptions) 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NA. 14.Name of accounting, law or securities firm:NA. 15.Name of CPA or lawyer:NA. 16.Practice certificate number of the CPA:NA. 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:NA. 18.Estimated date of completion:The date of the merger is set on 2021/12/31. 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:All assets, liabilities and all rights and obligations as of the date of merger shall be generally assumed by JESS-LINK PRODUCTS CO.,LTD. from the merger effective date. 20.Basic information of companies participating in the merger: JESS-LINK PRODUCTS CO.,LTD.�GThe company mainly engages in Electronic component manufacturing. TOPSEED TECHNOLOGY CORP.�GThe company mainly engages in electronic materials wholesale. 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):NA. 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA. 23.The plan after the merger and acquisition is completed:None. 24.Other important terms and conditions:None. 25.Other major matters related to the mergers and acquisitions:None. 26.Any objections from directors to the transaction:None. 27.Information on interested directors involved in the mergers and acquisitions:NA. 28.Whether the transaction involved in change of business model:None. 29.Details on change of business model:NA. 30.Details on transactions with the counterparty for the past year and the expected coming year:NA. 31.Source of funds:NA. 32.Any other matters that need to be specified:None.