Last checked at 21 Jul 2020 11:05
Subject:Subsidiary, Premier Image Technology (china) Ltd. the Board of Directors resolution spin-off.
Date of events:2020/07/21
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):spin-off
2.Date of occurrence of the event:2020/07/21
3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Company in a spin-off:Premier Image Technology (china) Ltd.（「Foshan Premier
Image」）
Newly established company in a spin-off:Foshan Pulida Technology Co., Ltd.
（「Foshan Pulida」）
4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):
Foshan Pulida Technology Co., Ltd.
5.Whether the counterparty of the current transaction is a related party:Yes
6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
After the division, the shareholder structure of the newly established company Foshan PULIDA is the same as that of the split Company Foshan Premier Image, which does not affect the original shareholders' equity.
7.Purpose/objective of the merger and acquisition:
The company needs to optimize its resource allocation.
8.Anticipated benefits of the merger and acquisition:
Improve the company's economic efficiency
9.Name of the CPA, law or securities firm:ATAX Accounting Firm
10.Name of the CPA or lawyer:Danny Cheng
11.Practice certificate number of the CPA:
Financial-Supervisory-Securities-Corporate-5720
12.Scheduled timetable for consummation:
The spin-off base date is tentatively set as 2020/12/31
13.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
Foshan PuLida bears the rights and obligations corresponding to some assets
such as plant, land and equipment of Foshan Premier Image, and Foshan pulida
and Foshan PuLida shall bear joint and several liabilities for the debts
before the division of Foshan Premier Image.
14.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):
The value of the assets spin-off by Foshan Premier Image is RMB 70 million, and the equity of US $10 million will be issued to the original shareholders of Foshan pulida, which will be distributed according to their original shareholding ratio.