On behalf of Snowdown Merchandise (SuZhou) Co.,Ltd.to announce the Approval of the Proposed Spin-off from the Board of Directors
 2020-06-22

1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer):spin-off

2.Date of occurrence of the event:2020/06/22

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): Newly-established company of the spin-off:Kung Lung (SuZhou) Co.,Ltd.

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):

Spun-off company:Snowdown Merchandise (SuZhou) Co.,Ltd.

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:

After spin-off, Kung Lung (SuZhou) Co.,Ltd. and Snowdown Merchandise (SuZhou) Co.,Ltd. are the subsidiaries of Kwong Lung Feather (BVI) Ltd. which the Company has shareholding of 100%. The Company’s shareholders’ equity will not be affected.

6.Purpose of the merger and acquisition :To enhance market competitiveness and overall operating performance.

7.Anticipated benefits of the merger and acquisition :

To enhance market competitiveness and overall operating performance.

8.Effect of the merger and acquisition  on net worth per share and earnings per share:Group organization adjustment without affecting the Company’s shareholders’ equity

9.Share exchange ratio and calculation assumptions:NA

10.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction:None

11.Name of accounting, law or securities firm:SHENG CHIEH CPA Firm

12.Name of CPA or lawyer:TU,SHENG-CHIEH

13.Number of CPA or lawyer license:FSC letter No.6591

14.Estimated date of completion:Per the authorities approval schedule of each companies participating in the spin-off.

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:Confirmed according to the details of assets and liabilities at the time of spin-off

16.Basic information of companies participating in the merger:NA

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):

1.The spin-off/transfer business value:Estimated RMB $ 41,192 thousand.

2.Confirmed according to the details of assets and liabilities at the time of spin-off

18.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition :NA

19.Other important terms and conditions:None

20.Any objections from directors to the transaction:No

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:Per the authorities approval schedule of each companies participating in the spin-off.