CTCI Advanced: Announced by CTCI ASI on behalf of CTCI Resources Engineering Inc. regarding the board of directors decided to become a 100% subsidiary of CTCI ASI by transfer of shares


1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):Share transfer
2.Date of occurrence of the event:2022/03/04
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):CTCI Resources
Engineering Inc.(hereinafter the "Company") and CTCI Advanced Systems
Inc.(hereinafter " CTCI ASI ")
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):CTCI ASI
5.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:CTCI ASI is the
Company's parent company. The shareholding held by CTCI ASI is 99.05%.
The share transfer is conducted pursuant to the share transfer agreement,
Business Mergers Acquisitions Act and relevant regulations negotiated
by both parties.
The share exchange ratio is based on the opinion of independent external
expert, which shall not influence the Company's shareholders' rights.
6.Purpose of the merger and acquisition :To simplify the shareholding
structure therefore enhance the group's operating performance.
7.Anticipated benefits of the merger and acquisition :The share transfer is
beneficial since it can simplify the shareholding structure therefore
enhance the operating performance.
8.Effect of the merger and acquisition  on net worth per share and
earnings per share: It is expected to benefit the Company's net worth per
share and earnings per share if the group simplify the shareholding
9.Share exchange ratio and calculation assumptions:(1) Share exchange
ratio:The payment method of share exchange will be paid to the shareholders
of CTCI REI in cash at the price of TWD 60 per share.
(2)Basis of calculation: According with the results of external appraisal on
Company's equity, and based on the opinion of reasonability of the price per
share provide by the independent external expert.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction:No
11.Name of accounting, law or securities firm:NEXIA SUN RISE CPAs & COMPANY
12.Name of CPA or lawyer:CPA Yi-Ling Chen
13.Number of CPA or lawyer license:Taipei CPA No. 4074
14.Estimated date of completion:The record date of the share transfer is
arranged on April 22, 2022 for the time being. The Company's Chairman and
CTCI ASI 's Chairman are authorized to adjust the date if needed.
15.Matters related to the assumption of corporate rights and
 obligations of the dissolving company (or spin-off) by the
 existing or newly-established company:NA
16.Basic information of companies participating in the merger:CTCI ASI
provides planning, design, assembly, supervision and installation of
control system software and hardware.
The company provides planning, design and manufacturing supervision of
geological, marine, oil and gas, marble, limestone and rare metals,
civil engineering, transportation, environment and various mechanical
and electrical equipment.
17.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 no.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
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition :None
19.Other important terms and conditions:NA.
20.Any objections from directors to the transaction:None
21.Is it related to new business model?: No
22.Explanation of new business model:NA
23.Transactions with the counterparty for the past one year and
the next year:NA
24.Source of funds:NA
25.Any other matters that need to be specified:NA.

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