TST : Announced that the board of directors of the Company resolved to approve the equity acquisition

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Provided by: TST Group Holding Ltd.
SEQ_NO	6	Date of announcement	2022/08/17	Time of announcement	23:14:41
Subject	Announced that the board of directors of the Company resolved to approve the equity acquisition
Date of events	2022/08/17	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):acquisition 2.Date of occurrence of the event:2022/08/17 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): Acquirer: TST International Group Limited establishes a new 100% owned subsidiary in Hong Kong (hereinafter referred to as "the Company") Target Company: Zhen Jiang Tuntex Garment Co., Ltd.(hereinafter referred to as "Target 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):Tuntex Incorporation (B.V.I.) Co. Limited 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:N/A 7.Purpose of the merger and acquisition: In this way, we will move from fabrics to the downstream garment field and strengthen supply chain integration to improve profitability. 8.Anticipated benefits of the merger and acquisition: Strengthen industrial competitiveness to improve profitability 9.Effect of the merger and acquisition on net worth per share and earnings per share:It is expected that after the benefits of mergers and acquisitions are realized, the improvement of operational synergy and competitiveness will have a positive benefit to 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.: (1)The closing date of the case is tentatively scheduled for October 1, 2022 (2)The total price of the subject matter of the transaction is based on US$7 million and adjusted according to the amount of the difference between shareholders' equity on the delivery date and shareholders' equity on December 31, 2021, so the actual amount can only be determined on the delivery date. 11.Types of consideration for mergers and acquisitions and sources of funds: The consideration for the acquisition is cash, and the source of funds is its own funds or bank borrowings. 12.Share exchange ratio and calculation assumptions:N/A 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:Yes 14.Name of accounting, law or securities firm: Anders Associated Accounting Firm 15.Name of CPA or lawyer:Cheng Yunda Accountant 16.Practice certificate number of the CPA:FSCZ No. 5720 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:N/A 18.Estimated date of completion:Tentatively scheduled for October 1, 2022 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:N/A 20.Basic information of companies participating in the merger:N/A 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):N/A 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:There are no specific conditions or restrictions, and they will be handled in accordance with the provisions of the current laws and regulations. 23.The plan after the merger and acquisition is completed:N/A 24.Other important terms and conditions:No 25.Other major matters related to the mergers and acquisitions:N/A 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions:N/A 28.Whether the transaction involved in change of business model:No 29.Details on change of business model:N/A 30.Details on transactions with the counterparty for the past year and the expected coming year:N/A 31.Source of funds:N/A 32.Any other matters that need to be specified: 1.The equity acquisition is subject to the approval of the Investment Review Committee of the Ministry of Economic Affairs of Taiwan. 2.The Chairman , Chin-Mao Lin, is authorized to change the matters related to the acquisition of the shares and changes due to the requirements of the competent authorities Mr. or his designated person shall act on behalf of the Company and may enter into relevant contracts or documents on behalf of the Company and handle all related matters.