Material Information

2022-12-14

On behalf of Arizon RFID Technology (Cayman) Co., Ltd., YFY Inc. announced the Board’s resolution of new shares issuance by cash before its listing on TWSE

1.Date of the board of directors resolution:2022/12/14
2.Source of capital increase funds:Cash
3.Whether to adopt shelf registration (Yes, please state issuance period/No):No
4.Total monetary value of the issuance and number of shares issued (shares
issued not including those distributed to employees if consisting in
capital increase from earnings or capital surplus):
NT$ 82.58 million, common stock 8,258,000 shares.
5.If adopting shelf registration, monetary value and number of shares
to be issued this time:Not applicable
6.The remaining monetary value and shares after this issuance when
adopting shelf registration:Not applicable
7.Par value per share:NT$10
8.Issue price:
The tentative issuance price will be a premium of NT$80 per share. The
actual issuance price will be authorized to the chairman to refer to
market conditions and to negotiate with the securities underwriter in
accordance with relevant securities laws and regulations.
9.Number of shares subscribed for by or allocated to employees:
826,000 shares
10.Number of shares publicly sold: 7,432,000 shares
11.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:
Except that 10%(826,000 shares) of the total new shares to be issued are
reserved for employees to subscribe in accordance with the Article 267 of
the Company Act, the remaining 7,432,000 shares will be publicly offered
in accordance with the provisions of Article 28-1 of the “Securities and
Exchange Act” and the resolution of the Special Shareholders’ Meeting on
October 11, 2022. The new share issuance by cash are the shares for
pre-listing public offers, and the existing shareholders forfeit their
subscription rights which not applicable to their subscription rights in
proportion to the shares holdings.
12.Handling method for fractional shares and shares unsubscripted for by
the deadline:
(1)Shares unsubscribed by employees will be authorized to chairman to conduct
the placement to specified persons.
(2)The unsubscribed shares of public offering shall be handled in accordance
with provisions of ”Taiwan Securities Association Rules Governing
Underwriting and Resale of Securities by Securities Firms”.
13.Rights and obligations of these newly issued shares:
The rights and obligations of the newly issued shares are identical to those
of the existing shares, and the shares will be issued in the form of
non-physical securities.
14.Utilization of the funds from the capital increase:
To enhance the capacity of the working capital.
15.Any other matters that need to be specified:
If there is any changes of the new shares issuance by cash regards to the
numbers of issuance shares, issuance price, issuance conditions, projected
utilization plan, total raising amount as well as any other matters relevant
needs to be modified in accordance to the regulations, ordered by the
authorities or due to the other circumstances, the chairman is authorized
to make corresponding changes.