The board of directors resolves to issue privately placed cash ordinary shares
· Issued by Abonmax Co Ltd
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Today's Information
Provided by: ABONMAX CO., LTD
SEQ_NO
5
Date of announcement
2022/03/24
Time of announcement
18:31:03
Subject
The board of directors resolves to
issue privately placed cash ordinary shares
Date of events
2022/03/24
To which item it meets
paragraph 11
Statement
1.Date of the board of directors resolution:2022/03/24
2.Types of securities privately placed:Private common stock
3.Counterparties for private placement and their relationship with
the Company:Natural persons and legal persons who meet the conditions
specified in Article 43-6 of the Securities Exchange Act
4.Number of shares or bonds privately placed:8,000,000shares
5.Amount limit of the private placement:
Based on the actual private placement price per share
6.Pricing basis of private placement and its reasonableness:
The higher of the simple average closing price of the Company's
common shares for 1, 3 or 5 trading days prior to the pricing date,
and the simple average closing price of the Company's common
shares for 30 trading days prior to the pricing date, as the reference
subscription price of the Private Placement Shares.
The issue price of the Private Placement Shares shall be no less than
80% of the reference price.
Subscription price of the Private Placement Shares will be
determined with reference to the price of the Company's common
shares in accordance with the regulations governing public ompanies
issuing securities in private placement, thus, the price should be
reasonable.
7.Use of the funds raised in this private placement:
Enrich the company's working capital and pay bank loan
8.Reason for conducting non-public offering:
Considering the timeliness of fundraising, it is necessary
to privately raise common stocks in cash
9.Objections or qualified opinions from independent directors:None
10.Actual price determination date:NA
11.Reference price:NA
12.Actual private placement price, and conversion or subscription price:NA
13.Rights and obligations of these new shares privately placed:
For the Private Placement Shares and/or the new common shares to be
issued upon conversion of Private Placement CB, after expiration of
three years following delivery date of the Private Placement
Shares/Private Placement CB, the Board is authorized to apply for
approval from the Taiwan Stock Exchange ("TSE")
acknowledging that the Private Placement Shares /new common shares
to be issued upon conversion of Private Placement CB meet the
requirements for TSE listing before the Company submitting
application with the Financial Supervisory Commission for retroactive
handling of public issuance of such shares and submitting application
with TSE for listing such shares on TSE. The Private Placement Shares
and the new common shares to be issued upon conversion of Private
Placement CB will have the same rights and obligations as the
Company's existing issued and outstanding common shares.
14.Record date for any additional share exchange, stock swap,
or subscription:NA
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of
change in shareholding ratio of TWSE-listed common shares if all privately
placed corporate bonds are converted and shares subscribed for (no.of TWSE -
listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%:NA
18.Any other matters that need to be specified:None