Qisda : Announcement for the share exchange on behalf of subsidiary BenQ Guru Holding Limited and BenQ Guru Corp.

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer): Share exchange
2.Date of occurrence of the event: 2022/03/28
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):
BenQ Guru Holding Limited(GSH);Qisda's 100% owned subsidiary
BenQ Guru Corp.(GST);GSH's 99.94% owned subsidiary
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):
The shareholders of GST except GSH
5.Whether the counterparty of the current transaction is a related party:
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:
Besides GST's parent company, GSH, GST's shareholders still
include other related party and third parties.
The share exchange is processing in accordance with Article 30
of Business Mergers And Acquisitions Act (M&A Act).
The share exchange also has been commissioned by the independent
expert for their opinions on the reasonableness of the share exchange
consideration, and the consideration should be reasonable.
It won't affect shareholders' equity.
7.Purpose/objective of the merger and acquisition:
For the Group's long-term development and consolidating resources
to achieve group synergy
8.Anticipated benefits of the merger and acquisition:
After the share exchange, GST will become a 100% subsidiary of GSH,
and it is expected to consolidate resources to achieve group synergy.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
If the purpose of the share exchange is reached, it is no significant impact
on contribute to the Company's net worth per share and earnings per share.
10.Merger closing procedure, including payment time and method for
GSH will pay the shareholders of GST except GSH in cash at the price of
NT$17 per share.
The date for share exchange is tentatively set on April 28, 2022.
11.Type of merger consideration and source of funds:
(1)The payment method of share exchange is all cash.
(2)Source of funds: GSH's own funds.
12.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: 1 share of GST to NT$17.
(2)Calculation basis: Based on the independent expert's report
on the reasonableness of the cash paid to the shareholders.
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction: No.
14.Name of the CPA, law or securities firm:
Moores Rowland CPAs
15.Name of the CPA or lawyer:Yong-Cheng Yang.
16.Practice certificate number of the CPA:
CPA Certificate No: 4211.
Taiwan Provincial CPA Association Member No: 2919.
17.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
(1)The structure of the merger is a non-public tender offer.
(2)Based on objective market data, market price, and market approach,
   independent experts assese the reasonable acquisition value per share of
   GST common stock ranges from NT$16.39 to NT$20.63 . The acquisition price
   is NT$17 per share, which is within the range of the above reasonable
   acquisition value per share. The price is fair and reasonable.
18.Scheduled timetable for consummation:
The date of share exchange is tentatively set on April 28, 2022.
19.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:NA
20.Basic information of companies participating in the merger:
(1)GSH is a holding company.
(2)GST's main business is R&D and trading of computer information system.
21.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):NA
22.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:None
23.Post merger plan (including 1.willingness to continue operating the
business of the company, and the content of plans to that effect; 2.if any,
dissolution of the company; its delisting from an exchange (or OTC market);
material changes in its organization, capital, business plan, financial
operations, or production; or any other matter of material significance that
would affect the company's shareholder equity):After the completion of this
share exchange transaction, GSH will hold 100% of the shares of GST.
24.Other important stipulations: None
25.Other important matters concerning the merger and acquisition: None
26.Whether the directors have any objection to the present transaction: No.
27.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
(1)Material interest of the director or the legal person
   represented by the director: Michael Lee and Joshua Tzeng
   are the directors of GST besides GST.
(2)Reason and details for recusal:
   Accordind to Article 30 (4) of M&A Act, Article 18 (6)
   of M&A Act shall apply mutatis mutandis to the procedure
   of the share exchange in M&A Act.
   Michael Lee and Joshua Tzeng did not recusal and agreed to
   this share exchange proposal.
(3)Reason for a resolution for:
   Michael Lee and Joshua Tzeng have referred to the opinions
   on the reasonableness of the share exchange an payment price
   from  independent expert.It is expected to achieve group
   best synergy and create the whole benefit for our group,
   so the directors approved the proposal.
28.Whether the transaction involved in change of business model:
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: GSH's own funds.
32.Any other matters that need to be specified:None


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