Release Date: July 3, 2024 Statement Date: July 2, 2024 Statement Time: 13:39:13 Company Code: 2033 Company Name: Jiadat Subject: Announcement of Board Resolution on Private Placement of Common Shares Applicable Clause: Clause 11 Factual Date: July 2, 2024
1. Board Resolution Date: June 17, 2024 2. Type of Privately Placed Securities: Common Shares 3. Recipients of Private Placement and Their Relationship with the Company: The recipients of this private placement of common shares are limited to specific qualified investors as defined under Article 43-6 of the Securities and Exchange Act. The company has already identified the subscribers, and their relationship with the company is as follows:
Subscriber Relationship with Company --------------------------- --------------------------- Hsin-Wei Technology Co., Ltd. Top 10 shareholder holding 4.27% of the company
4. Number of Shares Privately Placed: 39,305,464 shares 5. Authorized Private Placement Quantity: 39,305,464 shares 6. Basis and Reasonableness of Private Placement Price: a. The reference price for the private placement of common shares shall be determined by the higher of the following two benchmarks: (1) The simple arithmetic average of the closing prices of common shares over five business days prior to the pricing date, adjusted for free share distributions, dividends, and capital reduction reinstatement. (2) The simple arithmetic average of the closing prices of common shares over thirty business days prior to the pricing date, similarly adjusted.
b. The actual issuance price per share will be determined in accordance with regulations issued by the competent authority, taking into account the three-year transfer restriction under the Securities and Exchange Act, the company’s operating performance, future prospects, market price of common shares, and market practices. The pricing basis complies with the "Guidelines for Privately Placed Securities by Publicly Issued Companies," and is deemed reasonable without materially prejudicing shareholders’ interests.
7. Use of Proceeds from the Private Placement: a. To strengthen working capital and establish a new semiconductor cleaning division. b. To enhance the company’s financial structure and generate revenue and profits from the semiconductor cleaning business.
8. Reasons for Not Adopting a Public Offering: The private placement method is chosen for its speed and efficiency. Additionally, the three-year transfer restriction on privately placed securities helps secure long-term cooperation with investors. This approach is expected to improve financial structure and operational efficiency, providing positive benefits to shareholders.
9. Dissenting or Reservations by Independent Directors: None 10. Actual Pricing Date: Not yet determined 11. Reference Price: Not yet determined 12. Actual Private Placement Price, Conversion Price, or Subscription Price: Not yet determined 13. Rights and Obligations of the Newly Issued Privately Placed Shares: The privately placed common shares shall have transfer restrictions under Article 43-8 of the Securities and Exchange Act for three years from the delivery date. Otherwise, their rights and obligations are identical to those of the company’s existing common shares. The board is authorized to apply for supplementary public issuance and listing upon expiration of the three-year period, subject to regulatory requirements and market conditions.
14. Conversion, Exchange, or Subscription Benchmark Date: Not applicable 15. Potential Dilution of Equity: Not applicable 16. Impact on Listed Common Shares if Convertible Bonds Are Fully Converted: Not applicable 17. Measures for Low Liquidity if Listed Shares Are Less Than 60 Million or 25%: Not applicable 18. Other Matters to be Disclosed: a. The main contents of this private placement, excluding the pricing ratio, including the actual pricing date, number of shares issued, issuance terms, project details, total fundraising amount, expected progress, anticipated benefits, and all related matters, will be submitted for shareholder approval. The board is authorized to adjust, determine, and execute these within the principles and scope of this resolution, based on market conditions. Any future changes due to legal amendments, regulatory guidance, or environmental shifts will also be subject to shareholder approval with full board authority. b. To facilitate this private placement for capital increase, the board will fully authorize the Chairman to sign all related contracts and documents on behalf of the company.
FACT BOX
- Source: PR Times
- Category: Funding