Weblink International : On behalf of PAM to publicly disclose its share exchange plan for obtaining the shares of DAK owned by PGL

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Provided by: Weblink International Inc.
SEQ_NO	3	Date of announcement	2022/06/30	Time of announcement	20:44:56
Subject	On behalf of PAM to publicly disclose its share exchange plan for obtaining the shares of DAK owned by PGL
Date of events	2022/06/30	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Share Exchange 2.Date of occurrence of the event:2022/06/30 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): PROTRADE APPLIED MATERIALS CORP. ("PAM") is planning to issue new shares to its parent company, Protrade Global Limited ("PGL"), for obtaining the shares of Dakota Co., Ltd. ("DAK") owned by PGL via share exchange. 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):PAM and PGL 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:PGL is a 51% subsidiary of the Company. PAM is 100% subsidiary of PGL. (DAK is also 100% subsidiary of PGL.) This share exchange transaction is merely the adjustments of internal investment structure with respect to PGL, PAM and other subsidiaries. There is no impact on PGL and the Company shareholders' benefits. 7.Purpose of the merger and acquisition:To constantly integrate the group's resources and optimize the subsidiaries'operations. 8.Anticipated benefits of the merger and acquisition:To constantly integrate the group's resources and optimize the subsidiaries'operations. 9.Effect of the merger and acquisition on net worth per share and earnings per share:There is no impact. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.:PAM may obtain the shares of DAK owned by PGL and issue new shares to PGL as consideration on share exchange date. 11.Types of consideration for mergers and acquisitions and sources of funds:PAM may obtain the shares of DAK owned by PGL and issue new shares to PGL as consideration on share exchange date. 12.Share exchange ratio and calculation assumptions: Share Exchange Ratio: Each common share of DAK may exchange 17.6514 common share of PAM. PAM may issue 13,980,685 common shares to PGL as consideration Calculation Basis: With reference to the book values of PAM and DAK as reported in its financial statements, the estimated amount of known subsequent matters until the share exchange date and the independent expert's opinions, the share exchange rations are calculated based on each share's net asset values. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:None 14.Name of accounting, law or securities firm: Chung Sun Certified Public Accountants 15.Name of CPA or lawyer:Ming-Sheng Wang 16.Practice certificate number of the CPA: Taipei Certified Public Accountant Association member No.3235 Taiwan Provincial CPA Association member No.3709 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: The Independent Experts' Evaluation: The calculation of share exchange ratios for PAM and DAK to process share exchange based on its book values are based on the book values of PAM and DAK as reported in its financial statements, the planned matters, other matters with respect to finance forecasting and basis assumption, and the analysis and evaluation of valuation methods and calculated results. The share exchange rations in this transaction are reasonable. 18.Estimated date of completion:The share exchange date is 2022/07/01. 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:Not applicable 20.Basic information of companies participating in the merger: PROTRADE APPLIED MATERIALS CORP. is an international trade company specialized in chemical raw material business. Protrade Global Limited is the hold company of PROTRADE APPLIED MATERIALS CORP. and other subsidiaries. 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):Not applicable 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: This share exchange transaction is merely the adjustments of internal investment structure with respect to PGL, PAM and other subsidiaries. There is no impact on PGL and the Company shareholders' benefits or the company's operations and plans. 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:None 28.Whether the transaction involved in change of business model:None 29.Details on change of business model:Not applicable 30.Details on transactions with the counterparty for the past year and the expected coming year:None 31.Source of funds:Not applicable 32.Any other matters that need to be specified:None