Material Information (8299 Phison)
SEQ_NO  1 Date of announcement  2022/06/02 Time of announcement  20:19:16
Subject
 Announcement that the resolution of the Phison
board of directors for proposes to exchange its held UD
shares for the acquisition of Apacer newly issued shares
Date of events   2022/06/02 To which item it meets paragraph 11
Statement
 
1.Subject company:UD Info Corporation (UD)
2.Counterparty:Apacer Technology Inc. (Apacer)
3.If the counterparty is the related party?:Yes
4.Relationship between the counterparty and the
 Company (investee  company in which the Company
has re-invested and has shareholding   of XX%),
and the reason for choosing the related party
as trading counterpart, and whether it will affect
 shareholders' equity:UD is the inveetee corporation of the Company and the
Company holds approximately 17.4% of all the issued and outstanding shares
of common stock of UD.The Company is one of Apacers shareholders
(shareholding percentage is approximately 9.87%) and holds Apacers one
board seat, therefore, Apacer is a related party of the Company.In order
for Apacer and UD to intergrate both companyies' resources, to bring both
companies' product development advantage into full play, to expand the
niche market overseas, to have a deeper focus on its current market, and to
enhance both companies business performance and market competitiveness,
certain shareholders of UD and Apacer desire to enter into share exchange
transaction pursuant to Article 156-3 of Company Act. Apacer will issue
9,863,920 shares of common stock, as the consideration for this share
exchange transaction, in exchange for 4,931,960 issued and outstanding
shares of common stock of UD held by UDs shareholders (approximately equal
 to 68.54% of the issued and outstanding shares of common stock of UD).
The Company proposes to engage in the share exchange transaction to
exchange its held 1,252,290 issued and outstanding shares of common stock
of UD (shareholding percentage: approximately 17.4%) for 2,504,580 newly-
issued shares of common stock of Apacer.
By means of this share exchange transaction, the Company will continuously
maintain good long term business relationship with Apacer group.
 And, by integrating the shareholding structure through the share exchange
transaction, the Company can improve its investment management efficiency
and lower its management cost. Furthermore, by integrating the business
operation advantage of both UD and Apacer, Apacer group will benefit from
the synergy of this share exchange transaction and enhance its business
performance. The Company will also share Apacer groups business success
by obtaining dividends and will increase the Companys capital gains from
the investment. By way of this share exchage transaction, it will bring
positive benefits to the shareholders of the Company.
5.Purpose/objective of the share exchange:In order for Apacer and UD to
intergrate both companyies' resources, to bring both companies' product
development advantage into full play, to expand the niche market overseas,
 to have a deeper focus on its current market, and to enhance both
companies business performance and market competitiveness.
6.Shall the original shareholders be required to
 trade shares? Nature of the shares of the Company
exchanged, volume, and the subject company's
shareholding percentage   of the company after
the share exchange:The Company proposes to engage in the share exchange
transaction to exchange its held 1,252,290 issued and outstanding shares
of common stock of UD (shareholding percentage: approximately 17.4%) for
2,504,580 newly-issued shares of common stock of Apacer. Nature of the
shares of the Company exchanged, volume, and the subject company's
shareholding percentage of the company after the share exchange: N/A
7.Nature of the shares of the subject Company to
exchange for,and volume:2,504,580 newly-issued shares of common stock of
Apacer.
8.Anticipated benefits of the share exchange:By means of this share
exchange transaction, the Company will continuously maintain good long
term business relationship with Apacer group. And, by integrating the
shareholding structure through the share exchange transaction, the Company
 can improve its investment management efficiency and lower its management
 cost. Furthermore, by integrating the business operation advantage of both
UD and Apacer, Apacer group will benefit from the synergy of this share
exchange transaction and enhance its business performance. The Company will
also share Apacer groups business success by obtaining dividends and will
increase the Companys capital gains from the investment.
9.Share exchange ratio and basis of its calculation:every 2 newly-issued
shares of common stock of Apacer will be exchanged for 1 issued and
outstanding share of common stock of UD. The exchange ratio of this share
exchange transaction is determined based on the following factors:
Apacers stock price in the public market, Apacers CPA-audited financial
statements as of December 31, 2021, UDs CPA-audited financial statements
 as of December 31, 2021, earnings per share (EPS), book value per share,
UDs market equity value and the business operation, financial status and
the business outlook for the future of both UD and Apacer. The rationality
of the exchange ratio is evidenced by the independent experts opinion
issued by CPA WeiChih Liu of L&L, Leaven & Co., CPAs Firm.
10.Has the CPA issued an opinion on the unreasonableness
 of the price  of the current transaction?:No.
11.Name of the CPA firm:L&L, Leaven & Co., CPAs Firm
12.Name of the certifying CPA:CPA WeiChih Liu
13.The practice certificate number of the CPA:Financial-Supervisory-
Securities-Corporate No.7730
14.Scheduled timetable for consummation:The closing date of this share
exchange tansaction is scheduled on August 1, 2022.This transaction is also
 subject to the approval, the permission of the competent authorities for
this share exchange transaction, and the actual operation procedures of the
 share exchange.
15.Basic information of the subject company:Apacer is mainly engaged in the
manufacture and sales of DRAM mdule and NAND Flash related application
products. UD is mainly engaged in the development, manufacture and sales of
flash memory products. The main products are industrial applications and
embedded memory products, including industrial-grade SSD and industrial
memory cards.
16.Conditions and restrictions on future transfers
 of shares  resulting from the share exchange:No
17.Current cumulative volume, amount, and shareholding
 percentage of holdings of the security being traded
(including the current trade) and status of any
restriction of rights (e.g.pledges):The Company proposes to engage in the
share exchange transaction to exchange its held 1,252,290 issued and
outstanding shares of common stock of UD  for 2,504,580 newly-issued shares
 of common stock of Apacer. After this transaction, the Company does not
hold any shares of common stock of UD.
The company will cumulatively hold 12,554,580 shares of common stock of
Apacer (including the current trade). The current cumulative amount of the
Company's held shares of Apacer is NTD 528,159 thousand (Current trade
calculated based on the closing price of Apacer on June 01, 2022 NTD 43.55.
The actual price shall be based on the closing date of the share exchange).
The company will cumulatively hold 11.24% of common stock of Apacer
(including the current trade).The status of any restriction of rights: no.
18.Current ratio of long or short term securities
investment (including the current trade) to the total
assets and shareholder's  equity as shown in the most
 recent financial statement and the operating capital
as shown in the most recent financial statement:To total asset: 13.79%;
To the shareholdersequity owners of the parent company: 23.21%;
The operation capital in the most recent financial statement:
NTD 26,408,464 thousand.
19.Other important stipulations:This share exchange transaction and the
share exchange and cooperation agreement are subject to the adoption of UD
 shareholders' meeting.
20.Do the directors have any objection to the present
transaction?:No.
21.The informaion 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):No.
22.Any other matters that need to be specified:The Company will enter into
the share exchange and cooperation agreement.