China Man Made Fiber : Announcement of the BOD comfirm the company to merge with JBG Ltd.

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Provided by: China Man-Made Fiber Corporation
SEQ_NO	2	Date of announcement	2022/06/13	Time of announcement	17:58:31
Subject	Announcement of the BOD comfirm the company to merge with JBG Ltd.
Date of events	2022/06/13	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:2022/06/13 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): China Man-Made Fiber Corporation (hereafter referred as "The Company") will be the surviving 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):JBG Ltd. will subsequently be dissolved. 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:The Company owns 99.53% shareholding Subsidiary-JBG Ltd. In order to facilitate merger and acquisition by a business for purposes of reorganization and optimal operation efficiency, according to Article 19 of the Business Mergers and Acquisitions Law. Hence, there will be no significant impact on shareholder's equity. 7.Purpose of the merger and acquisition:To simplified organization structure, to save the operating costs, and to improve the operating efficiency. 8.Anticipated benefits of the merger and acquisition: It is expected that the benefits will be reduced operating costs and improved operating efficiency. 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.:The Company intends to pay NTD 208,865,829 in cash to all shareholders in date of merger of JBG. Ltd. The payment consideration is based on JBG Ltd.'s financial reports on December 31, 2021 and operating performance, other factors which might impact shareholder's equity and under the premise of the opinion about proportionality which was issued by an intendent advisor. 11.Types of consideration for mergers and acquisitions and sources of funds: (1) Types of consideration for the merger: Cash. (2) Sources of funds: Enterprise owned capital. 12.Share exchange ratio and calculation assumptions: NA, the consideration is in cash. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No. 14.Name of accounting, law or securities firm: Champion CPAs Firm 15.Name of CPA or lawyer:Lin Xiu Lian 16.Practice certificate number of the CPA: Taipei CPA Association No.2647 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: This transaction is merger for purposes of reorganization. According to JBG Ltd.'s financial reports on December 31, 2021, its net value is between the Asset Valuation Method and the P/E Ratio Method, and also close to the average of them. The Company intends to merge JBG Ltd. on the basis of the net value of financial report of the merger, which should be reasonable. 18.Estimated date of completion:Tentative effective date of merger is 2022/6/20. 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:Effectively on the scheduled date of record for the merger, the Company will assume all recognized assets and liabilities of JBG Ltd. and all of its rights and obligations in effect on the scheduled date of record for the merger. 20.Basic information of companies participating in the merger: (1)China Man-Made Fiber Corporation produces and sales man-made fiber and petrochemical products. (2)JBG Ltd. engages mainly in land development. 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:None. 23.The plan after the merger and acquisition is completed: Because this merger is an organizational reorganization within the group, it has no impact on the shareholder's equity. 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: No. 27.Information on interested directors involved in the mergers and acquisitions:NA. 28.Whether the transaction involved in change of business model:No. 29.Details on change of business model:NA. 30.Details on transactions with the counterparty for the past year and the expected coming year:None. 31.Source of funds:Own funds. 32.Any other matters that need to be specified:None.