ENE Technology

Material Information: Merger of 100% own subsidiary

2022.03.10
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):merger
2.Date of occurrence of the event:2022/03/10
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):
ENE Technology Inc and Janus Power
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):Janus Power
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:Janus Power is a 100% own subsidiary of ENE
Technology Inc. For the purpose of resource consolidation, a simple merger
is commenced in accordance with Article 19 of Merger and Acquisition Law
and has no impact on the shareholders’ equity.
7.Purpose of the merger and acquisition:To simplify the investment structure
8.Anticipated benefits of the merger and acquisition:A simplified investment
structure
9.Effect of the merger and acquisition on net worth per share and earnings
per share:There is no impact on the net worth per share and EPS.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:As Janus Power is 100% own subsidiary, the merger is
handled in accordance with Article 19 of Merger and Acquisition Law and the
Company does not issue any new shares or pay cash. After merger,
ENE Technology Inc is the surviving company and Janus Power is the dissolved
company.
11.Types of consideration for mergers and acquisitions
and sources of funds:NA
12.Share exchange ratio and calculation assumptions:NA
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:NA
14.Name of accounting, law or securities firm:NA
15.Name of CPA or lawyer:NA
16.Practice certificate number of the CPA:NA
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:NA
18.Estimated date of completion:Record date for the merger is March 16th 2022.
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:From the record date onwards, the Company shall take over
responsibilities and duties relating to all effective assets and liabilities.
20.Basic information of companies participating in the merger:
parties involved in the merger:
  1. ENE Technology Inc (Surviving company)
Major business scope: IC design, research,development,manufacturing and sales
  2 Janus Power (dissolved company)
Major business scope: electronic components manufacturing
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:NA
23.The plan after the merger and acquisition is completed:NA
24.Other important terms and conditions:NA
25.Other major matters related to the mergers and acquisitions:NA
26.Any objections from directors to the transaction:NA
27.Information on interested directors involved in the mergers
and acquisitions:NA
28.Whether the transaction involved in change of business model:NA
29.Details on change of business model:NA
30.Details on transactions with the counterparty for the past year
and the expected coming year:NA
31.Source of funds:NA
32.Any other matters that need to be specified:NA
Back