PChome Online: on behalf of its subsidiary, 21stFinancial Technology, to announce that the Board has approved the share exchange of Cherri Tech, Inc.

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Provided by: PChome Online Inc.

SEQ_NO

1

announcement date

2022/04/12

Announcement time

18:30:55

Matter

 PChome on behalf of its subsidiary, 21stFinancial
Technologyto announce thatthe BoD approved share exchange
of Cherri Tech,Inc.

Date of events

2022/04/12

What item it responds to

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:2022/04/12
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):
Transferee: 21st Financial Technology Co., Ltd
("21st Financials")
Transferor: Cherri Tech, Inc. ("Cherri")
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):
Shareholders of Cherri
5.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 counterparty to the transaction is all the
shareholders of Cherri (including both related
and non-related parties). The price of this
transaction was calculated based on the financial
reports of the two companies, business performance,
future operating synergies and assessment reports
conducted by independent external experts, as well
as the opinions on the fairness opinion report by
Lin Chih-Lung, CPA of Crowe (TW) CPAs. Therefore,
this transaction was deemed to be reasonable and
there will not be any significant negative impact
on shareholder equity.
6.Purpose of the merger and acquisition :
To align with the group's development strategy,
this transaction will help integrate resources of
the two parties and strengthen the development in
fintech business, which will further enhance the
competitiveness and business advantages of each party.
7.Anticipated benefits of the merger and acquisition :
After the share exchange, the fintech business of the
group will see an improvement of the overall operating
performance through the resource integration and
efficiency optimization.
8.Effect of the merger and acquisition  on net worth per share and
earnings per share:
After the share exchange, the company is expected to
achieve cost efficiency and to improve both the
operating performance by integrating resources of
the two parties. There will not be any significant
negative impact on book value per share and earnings
per share.
9.Share exchange ratio and calculation assumptions:
Cherri's 1 common share will be exchanged for
3.26609452 common shares of 21st Financials.
The calculation is based on the financial reports
of the two companies, operating conditions,
future operating synergies and assessment
reports conducted by independent external experts.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction:No
11.Name of accounting, law or securities firm:
Crowe (TW) CPAs is a member of Crowe Global,
a Swiss verein
12.Name of CPA or lawyer:Lin Chih-Lung, CPA
13.Number of CPA or lawyer license:NO.10200032833
14.Estimated date of completion:2022/07/29
15.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
16.Basic information of companies participating in the merger:
(1) 21st Financial Technology Co., Ltd ("21st Financials"):
21st Financials is the service provider leader in the
digital consumer fintech field. It mainly provides BNPL
service, including installment payments and mortgage
loans through their own online
platform, offline channel and E-commerce website.
(2)Cherri Tech. Inc. ("Cherri"): Cherri is a payment
technology solutions provider that pioneers the
cross-site payment module technology and adopts
 AI-driven technology in all its product suites
to ensure seamless and secure checkout experiences.
17.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 no.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
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition :N/A
19.Other important terms and conditions:N/A
20.Any objections from directors to the transaction:
21st Financial will integrate Cherri's leading technology
in payment processing solutions into fintech services
such as digital wallet and BNPL (Buy Now, Pay Later)
to establish a strong presence in the fintech value chain
across all segments, and believe the combination will
create the most diversified and innovative omnichannel
fintech products for both merchants and consumers.
21.Is it related to new business model?:No
22.Explanation of new business model:N/A
23.Transactions with the counterparty for the past one year and
the next year:N/A
24.Source of funds:N/A
25.Any other matters that need to be specified:None

Warning

PChome Online Inc. published this content on April 12, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Apr 12, 2022 10:41:05 AM UTC.

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2022 sales 53,279 million
1,833 million
1,833 million
2022 net income 388M
13.3 million
13.3 million
Net cash 2022 2,181M
75.0 million
75.0 million
PER 2022 ratio 27.8x
2022 return 1.80%
Capitalization 11,157 million
384M
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EV / Sales 2022 0.17x
EV / Sales 2023 0.15x
# of employees 1,314
Floating 80.8%

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