Tai Saw Technology : Transfering 49% of RFM Integrated Device Inc. shares

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Provided by: TAI-SAW TECHNOLOGY CO.,LTD.
SEQ_NO	2	Date of announcement	2022/04/21	Time of announcement	19:06:01
Subject	Transfering 49% of RFM Integrated Device Inc. shares
Date of events	2022/04/21	To which item it meets	paragraph 20
Statement	1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):Common shares of RFM Integrated Device Inc. 2.Date of occurrence of the event:2022/04/21 3.Volume, unit price, and total monetary amount of the transaction: (1) 490,000 common shares; US$7.5 milions including US$3.5M in cash and US$4milions AKTS common shares. 4.Trading counterparty and its relationship to the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): Akoustis Technologies, Inc. is not a related party of the company. In addition, Akoustis Technologies, Inc. signed the non-disclosure agreement with the company. 5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary value of transfer:N/A 6.Where an owner of the underlying assets within the past five years has been an related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship to the Company at the time of the transaction:N/A 7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party:N/A 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status of recognition shall be listed and explained):Actual number of the profit/loss shall be disclosed in the financial statements in accordance with related regulations 9.Terms of delivery or payment (including payment period and monetary value), restrictive covenants in the contract, and other important terms and conditions: If RFMi's revenue reach the agreed target of FY22 and/or FY23, the company shall acquire US$1.5 millions in cash or AKTS company's common shares in corresponding year. 10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit: The Company has acquired CPA's opinion regarding the transaction. 11.Net worth per share of the Company's underlying securities acquired or disposed of:N/A 12.Cumulative no.of shares held (including the current transaction), their monetary value, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: N/A 13.Ratio of securities investment (including the current transaction) to the total assets and shareholder's equity of the parent company on the latest financial statements, and the operating capital on the latest financial statements, as of the present moment: The ratio is 31.77% and 47.18% respectively. Operating capital 658,948 (in thousand NTD) 14.Broker and broker's fee:N/A 15.Concrete purpose or use of the acquisition or disposal:to further collaborate with the counterparty in terms of strategic alliance. 16.Whether the directors expressed any objection to the current transaction:No 17.Whether the counterparty of the current transaction is a related party:N/A 18.Date of the Board of Directors' resolution:NA 19.Date of ratification by supervisors or approval by the Audit Committee:NA 20.Whether the CPA issued an opinion on the unreasonableness regarding the current transaction:No 21.Name of the CPA firm:An-Cheng Accounting Firm(安誠會計師事務所) 22.Name of the CPA:J.L. Chen 23.License no.of the CPA: 北市會證字第943號 24.Any other matters that need to be specified:Company will handle the case in accordance with the agreement which approved on 2021/10/15 and the Akoustis's notification noticed on 2022/4/21