Bull Will: Announce the resolution of our company’s board of directors to adopt the 2022 private equity capital increase and issuance of new shares
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Supplied by: BULL WILL CO., LTD. |
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SEQ_NO |
5 |
announcement date |
2022/03/29 |
Announcement time |
21:33:55 |
Topic |
Announce the resolution of our company's board of directors to pass the 2022 private equity capital increase and issuance of new shares |
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Date of events |
2022/03/29 |
What item it responds to |
paragraph 11 |
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Declaration |
1.Date of the board of directors resolution:2022/03/29 2.Types of securities privately placed:Ordinary shares 3.Counterparties for private placement and their relationship with the Company:According to the provisions of "Article 43-6 of the Securities and Exchange Act", the target is selected among the specified persons, and in compliance with the provisions of "Public Offering Companies Should Pay Attention to Private Placement Securities", So far, our company has not yet negotiated any applicants. 4.Number of shares or bonds privately placed: The total number of shares to be issued shall not exceed 8,000,000 shares, which shall be processed once or in installments (up to three times) within a year from the date of the resolution of the shareholders meeting. 5.Amount limit of the private placement: The total number of shares to be issued does not exceed 8,000,000 shares, with a denomination of NT$10 per share 6.Pricing basis of private placement and its reasonableness: The price of our company's privately placed ordinary shares is based on the Financial Supervisory Commission R.O.C (Taiwan) No. 0990046878, the reference price of private ordinary shares (common stocks) is the ordinary closing price calculated based on the one, three or five business days before the pricing day. The free allotment ex-rights and dividends are replaced by simple arithmetic averages, and the implementation and the simple arithmetic average of the closing price of ordinary shares 30 business days before the pricing day replaces the free allotment ex-rights and dividends and adds back the reduction and ex-rights, the higher the price is calculated on this two basis. The private placement price should not be less than 80% of the reference price, the actual pricing must be resolved by the shareholders meeting before the board of directors can set the price in accordance with the pricing method determined by the shareholders meeting. The above pricing methods are all regulated by the laws and regulations of the competent authority, combined with the current market conditions, and it is not less than 80% of the reference price, so it does not affect the rights and interests of shareholders, plus the consideration that the securities exchange law has three years for private securities transfer restrictions, a comprehensive assessment of this pricing method should be reasonable. 7.Use of the funds raised in the private placement: To expand the scale of operations, introduce strategic partners, invest or acquire new business development, ensure our company's long-term operation, and to enrich our company's working capital, repay loans to save interest expenses, improve the financial structure to reduce our company's financial operation risks. It is expected to be positively beneficial to shareholders' equity. 8.Reasons for conducting non-public offering: To measure the current capital marketconditions and the timeliness of fundraising and other factors, the private placement method has the fast and simple timeliness of fundraising and the provisions of restricted transfers, which can ensure the long-term cooperative relationship of the strategic alliance, but If the funds are raised through the public offering of securities, it may not be easy to obtain the required funds in a short period of time. In order to avoid affecting the normal operation of our company, it is planned to use private placement to increase the capital in cash in accordance with the provisions of Article 43-6 of the "Securities and Exchange Act" to issue new shares. 9.Objections or qualified opinions from independent Board of Directors:None 10.Actual price determination date: The board of directors is authorized to make a decision after the resolution of the shareholders' meeting is passed. 11.Reference price: The board of directors is authorized to make a decision after the resolution of the shareholders' meeting is passed. 12.Actual private placement price, and conversion or subscription price: The board of directors is authorized to decide after the resolution of the shareholders' meeting is passed. 13.Rights and obligations of these new shares privately placed: The rights and obligations of this private placement of ordinary shares are the same as those of our company's issued ordinary shares. However, in accordance with the provisions of the Securities and Exchange Act, the ordinary shares of this private placement shall not be freely transferred within three years of the delivery date. Our company plans to apply to the competent authority for the ordinary shares of the private placement within three years after the delivery date. Public offering and listing (counter) trading of shares. 14.Reference date for any additional share exchange, stock swap, or subscription:Not applicable 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:Not applicable 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TPEx -listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TPEx -listed common shares (a), (a) / outstanding common shares):Not applicable 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TPEx -listed common shares does not reach 5 million and the ratio does not reach 25%:Not applicable 18.Any other matters that need to be specified: The issuance conditions, amount, time limit and all other related matters for the cash capital increase by private placement are different from the resolutions of this meeting if it is revised by the competent authority or in response to market changes and other factors. At the time, it is proposed that the shareholders' meeting authorizes the board of directors to handle it with full authority. |
Warning
Bull Will Co. Ltd. published this content on March 29, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on March 29, 2022 1:38:30 PM UTC.
Public now 2022
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