Material Information

2023-02-22

On behalf of Arizon RFID Technology (Cayman) Co., Ltd., YFY Inc. announced the matters related to cash capital increase and issuance of new shares

1.Date of occurrence of the event:2023/02/22
2.Company name:Arizon RFID Technology (Cayman) Co., Ltd.
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):subsidiaries
4.Reciprocal shareholding ratios:69.85%
5.Cause of occurrence:
Announcement on matters related to cash capital increase and issuance of
new shares before the initial listing of the subsidiary 's stock
6.Countermeasures: None
7.Any other matters that need to be specified (the information disclosure
also meets the requirements of Article 7, subparagraph 9 of the Securities
and Exchange Act Enforcement Rules, which brings forth a significant impact
on shareholders rights or the price of the securities on public companies.):
(1) To conduct the public offering prior to the initial listing, the Company
issued 8,258,000 ordinary shares with a par value of NT$10 per share to
make a capital increase of NT$82,580,000 in cash which has been declared
effective by the Taiwan Stock Exchange on January 30, 2023, reference
no. 1121700226.
(2) 10% (826,000 shares) of the total new share issuance shall be reserved
for employees’ subscription in compliance to 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’ of
the subsidiary Meeting held on October 11, 2022. The new issued shares
through capital increase are mandated for pre-listing public offers,
and the existing shareholders have forfeited their subscription rights.
The rights and duties of new issuance are identical to those of the
existing shares. If any employee abandons or undersubscribes the
reserved shares, the chairman is authorized to contact specific persons
to subscribe.
The insufficient part of the public underwriting subscription shall be
conducted in accordance with the provisions of the “Taiwan Securities
Association Rules Governing Underwriting and Resale of Securities by
Securities Firms.”
(3) The cash capital increase issued 8,258,000 new shares, with a nominal
value of NT$10 per share, totaled at NT$82,580,000, and the minimum
underwriting price at auction was set at NT$77.39 per share,
participants shall subscribe according to the winning bid price;
the public underwriting price is based on the price of each bid and the
weighted average price of the quantity, and the upper limit is 1.08
times the minimum underwriting price. Therefore, the issuance price per
share is tentatively set at a premium of NT$83.58.
(4) 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; if it is necessary to amend due to laws and regulations,
approval by competent authorities or other circumstances, the same
applies to other not specified matters.
(5) The subscription payment period for the new issuance through cash
capital increase:
1. Bid auction period: 2023/3/1 ~ 2023/3/3
2. Public subscription period: 2023/3/9 ~ 2023/3/13
3. Employee stock payment period: 2023/3/9 ~ 2023/3/13
4. Bid auction deduction date: 2023/3/6
5. Public subscription deduction date: 2023/3/14
6. Specific person subscription payment date: 2023/3/16 ~ 2023/3/17
7. Record date of capital increase: 2023/3/17
(6) The shares issued in this cash capital increase are issued without
entity, and the rights and obligations of the new shares issued are
the same as the ordinal shares of common stock.