Cayman Tung Ling : Announcement of ECO TOURBILLON CO., LTD. and other three companies’ public tender offer for the Company's common shares

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Provided by: Cayman Tung Ling Co., Limited
SEQ_NO	4	Date of announcement	2022/02/18	Time of announcement	20:23:02
Subject	Announcement of ECO TOURBILLON CO., LTD. and other three companies' public tender offer for the Company's common shares
Date of events	2022/02/18	To which item it meets	paragraph 38
Statement	1.Date of receipt of the public tender offeror's notice of tender offer:2022/02/14 2.Type and no.of shares of the company currently held by current directors, supervisors, their spouses and minor children, and shareholders holding more than 10 percent of the Company's issued shares: Title Name Shares Held by spouse/children --------------------- ---------------------- --------- --------- legal person Director Prestige Identity Ltd. 6,814,500 N/A Chairman Lin, Pao-Hsia 2,169,090 2,802,740 Director Hsu, Fu-Chin 2,802,740 2,169,090 Director Hsu, Yung-Lung 1,368,480 115,500 Director Lo, Wen-Chang 388,080 192,990 Independent Director Teng, Syh-Tang 0 0 Independent Director Chen, Shih-Chun 0 0 Independent Director Hsiao, Chi-Hsuan 0 0 P.S.:The types of shares issued by the Company are common shares. 3.Attendants of the board of director meeting: Chairman Lin, Pao-Hsia Director Hsu, Fu-Chin Director Hsu, Yung-Lung Director Lo, Wen-Chang (PROXY by Hsu, Fu-Chin) Independent Director Teng, Syh-Tang Independent Director Chen, Shih-Chun Independent Director Hsiao, Chi-Hsuan 4.Verification by the board of director about the public tender offeror's identity and financial status, the fairness of the acquisition conditions, and the reasonableness of the source of funds (must fully disclose the verification methods and procedures adopted): Verification by The Company's Advisory Committee as follows: (1)Identity and financial status of the Offeror: According to the Public Tender Offer Prospectus,four companies as: A. RIVER NORTH LIMITED (I)investment structure：GREAT MERIT ENTERPRISE LIMITED invest RIVER NORTH LIMITED 100% common shares.GREAT MERIT ENTERPRISE LIMITED's sole and only shareholder is Mr. CHIH PAN CHANG (II)Investors background： 1. Offeror：RIVER NORTH LIMITED (1) Date of establishment：2021.8.23 (2) Capital：USD 100 (3) Shareholder：GREAT MERIT ENTERPRISE LIMITED (4) Director:Mr. CHIH PAN CHANG (5) Sources of funds：shareholder financing 2. GREAT MERIT ENTERPRISE LIMITED (1) Date of establishment： 2018.4.26 (2) Capital：HKD 100 (3) Shareholder：Mr. CHIH PAN CHANG (4) Director:Mr. CHIH PAN CHANG (5) Sources of funds：shareholder financing B. Beauty Trend Holdings Ltd. (I)investment structure： BRIGHT GRACE ENTERPRISE LIMTITED and RISE HILL ENTERPRISE LIMITED respectively owns 50% common shares of BEAUTY TREND HOLDINGS LIMITED. BRIGHT GRACE ENTERPRISE LIMTITED's sole and only shareholder is Ms. WEN HSIN CHANG. RISE HILL ENTERPRISE LIMITED's sole and only shareholder is Mr. YU WEI CHANG. (II)Investors background： 1. Offeror：BEAUTY TREND HOLDINGS LIMITED (1) Date of establishment：2021.10.5 (2) Capital：USD 100 (3) Shareholder：BRIGHT GRACE ENTERPRISE LIMTITED and RISE HILL ENTERPRISE LIMITED respectively owns 50% common shares of BEAUTY TREND HOLDINGS LIMITED (4) Director: Ms. WEN HSIN CHANG & Mr. YU WEI CHANG (5) Sources of funds：shareholder financing 2. BRIGHT GRACE ENTERPRISE LIMTITED (1) Date of establishment：2018.1.15 (2) Capital：HKD 100 (3) Shareholder：Ms. WEN HSIN CHANG (4) Director:Ms. WEN HSIN CHANG (5) Sources of funds：shareholder financing 3. RISE HILL ENTERPRISE LIMITED (1) Date of establishment：2018.3.8 (2) Capital：HKD 100 (3) Shareholder：Mr. YU WEI CHANG (4) Director:Mr. YU WEI CHANG (5) Sources of funds：shareholder financing C. Angel Space Ltd. (I)investment structure： Star Club Limited invest Angel Space Limited 100% common shares. Star Club Limited's sole and only shareholder is Ms. HUANG, AI-LING (II)Investors background： 1. Offeror：Angel Space Limited (1) Date of establishment：2021.11.24 (2) Capital：USD 10,000 (3) Shareholder：Star Club Limited (4) Director: HUANG, AI-LING (5) Sources of funds：shareholder financing 2. Star Club Limited (1) Date of establishment：2021.11.24 (2) Capital：USD 10,000 (3) Shareholder：HUANG, AI-LING (4) Director: HUANG, AI-LING (5) Sources of funds：shareholder financing D.ECO TOURBILLON CO., LTD. (1)Date of establishment：2015.3.19 (2)Tax ID number:24878681 (3)Capital：NTD 3,800,000 (4)Director: LIU FEI HUA According to the legal opinion issued on 2022.2.18 by lawyer Andrew Chiu of DERKAI Law Firm appointed by the company, the ultimate beneficiaries and related parties of the four Public tender offeror, include: CHIH PAN CHANG, YU WEI CHANG, WEN HSIN CHANG, HUANG, AI-LING, LIU FEI HUA and YU YI XUN all have the nationality of the R.O.C. According to Public tender offer prospectuses, all the Public tender offeror have issued a letter of commitment. The total amount of funds required to pay is NTD 400,074,894. Besides, TAISHIN Commercial Bank had issued the guarantee letter on 2022.2.7, with a total amount of NTD401,000,000 which can show that the Offeror has the ability to perform the payment of consideration of the public tender offer. (2)Fairness of the acquisition conditions: The company appointed Shu-Ling Lin CPA of HONESTYCPA accounting firm as independent experts to issue a "Written Opinion on the Rationality of the Tender Offer Price" on 2022.2.17. CPA concluded the reasonable price ranges between NTD17.06 and NTD17.51 according to the valuation base dated on 2022.2.11. In this case, Public tender offeror intends to purchase of the Company's outstanding common shares at NTD 17.4 per share. Given the public tender price offered by the public tender offeror for common shares of the Company fell inside the range stated in the fairness opinion above, the conditions of the public tender offer were deemed to have met the fairness requirement. According the opinion by Shu-Ling Lin CPA, the Company will sell real estate located at Nangang District, Taipei City , which is approved by Audit Committee and BoD of the company on 2021.11.09. The real estate was appraised by a professional appraisal agency at NTD96,610,000 , it is expected to have an impact of NTD 70,961,000 on the net value. The adjusted net value is 11.07 per share, and the adjusted price range will be 13.06~13.5. Considering that the real estate announced by the company is originally an asset for business use. The stock price should have properly reflected the increase in the net value of the company's equity. It can be seen from the fact that there is no significant change in the stock price during the period. The net value per share of the company is calculated as on the statement on 2021.9.30, based on the principle of comparability, the above price range will not be adjusted. (3)Reasonableness of the funding source for the tender offer: According to the tender offer prospectus, The offeror had issued a written undertaking that it bears the obligation to perform payment of the tender offer consideration after the condition of the tender offer had been satisfied. Besides, according to the performance guarantee letter issued by TAISHIN Bank the offeror had appointed TAISHIN Securities Co., Ltd. to be the beneficiary and authorized the appointed institution to ask for and pay the consideration. As a result, the sources of the tender offer funds are reasonable. 5.Whether any expert has issued an opinion for the aforementioned verification(If an expert has been asked to provide opinions, please also complete the expert opinion form and upload to disclose the result.)：: The company appointed Shu-Ling Lin CPA of HONESTYCPA accounting firm and Andrew Chiu lawyer of DERKAI attorneys-at-law as independent experts. 6.Recommendations from the board of directors to shareholders, in addition to directors' concrete opinions and reasons for approval or disapproval of the acquisition: All the directors in attendance confirm the identity and financial condition of the Offeror to be reasonable, the conditions of the Tender Offer to be fair, and the sources of the Tender Offer funds to be reasonable. However, the shareholders of the company are urged for details. Read the "Risk of Participation in the Sale" stated in the public offer announcement and the public offer statement, and decide whether to participate in the sale. This opinion is only a reference for shareholders, shareholders should consider their respective investment purposes and tax plans to decide whether to participate the tender offer or not, and take risks accordingly. 7.Whether there have been any significant changes in the Company's financial condition since the submission of the financial statement for the most recent period, and the content of any such changes:None. 8.Type, no., and total value of shares of the public tender offeror or affiliated enterprises thereof held by current directors, supervisors, and shareholders holding more than 10 percent of the company's issued shares:None. 9.Information about directors who are stakeholders in the public tender offer (including name of natural person directors or legal person directors and their representatives, relevant details about the interests held by directors or their representatives, the reasons of their participation or absence from discussion, details of recusal from discussion, and reasons of approval or opposition regarding merger resolution): Chairman Lin, Pao-Hsia (Representative of the PRESTIGE IDENTITY LTD.) and Director Hsu, Fu-Chin & Director Hsu, Yung-Lung have signed a Share Transfer Agreement of the public tender offer on 10 December 2021. Therefore, Lin, Pao-Hsia and Hsu, Fu-Chin and Hsu, Yung-Lung is recusal and absence from discussion when voting on this proposal. 10.Any other relevant material information:None.