WIN Semiconductors : Announcement on behalf of subsidiaries for BOD's approval of share transfer

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Provided by: WIN SEMICONDUCTORS CORP.
SEQ_NO	2	Date of announcement	2022/08/10	Time of announcement	18:18:58
Subject	Announcement on behalf of subsidiaries for BOD's approval of share transfer
Date of events	2022/08/10	To which item it meets	paragraph 20
Statement	1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer):Share transfer 2.Date of occurrence of the event:2022/08/10 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): Transferor: Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd. Transferee: Jiangsu Win Chance Agriculture Development Co., Ltd. 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): Transferor: Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd. Transferee: Jiangsu Win Chance Agriculture Development 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: Jiangsu Win Chance Agriculture Development Co., Ltd is 100% owned subsidiary of Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd. This case is restructuring of investments, there is no impact on shareholders' equity. 7.Purpose/objective of the merger and acquisition: This case is restructuring of investments that Jiangsu Win Chance Agriculture Development Co., Ltd. acquires whole shares of Jiangsu Merit Runfu Agriculture Development Co., Ltd. owned by Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd. 8.Anticipated benefits of the merger and acquisition: To enhance the operation efficiency. 9.Effect of the merger and acquisition on net worth per share and earnings per share: No impact. 10.Share exchange ratio and basis of its calculation: Not applicable 11.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction: Not applicable 12.Name of accounting, law or securities firm:Not applicable 13.Name of CPA or lawyer:Not applicable 14.Number of CPA or lawyer license:Not applicable 15.Scheduled timetable for consummation:December 2022 16.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:Not applicable 17.Basic information of companies participating in the merger: Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd: Investment. Jiangsu Win Chance Agriculture Development Co., Ltd:Developing hog farming technology and trading. 18.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):Not applicable 19.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition :None 20.Other important stipulations:None 21.Do the directors have any objection to the present transaction?:No 22.The information of the directors that is an interested party(name of the directors, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations):Not applicable 23.Any other matters that need to be specified: Jiangsu Merit Runfu Agriculture Development Co., Ltd. is scheduled to complete the process of dissolution and liquidation by the end of December 2023.