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Artikel Bisnis Digital

PChome Online: Atas nama 21st Financial Technology Co., Ltd, Dewan Direksi mengumumkan resolusi untuk reorganisasi

Universitas Amikom Purwokerto, Kampus IT dan Bisnis Digital Banyumas, Jawa Tengah.

penyataan

1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):Share Swap, Share Exchange
2.Date of occurrence of the event:2022/03/31
3.Names of companies participating in the merger and acquisition
(e.g., name of the other company participating in
the merger, newly established company in a spin-off,
acquired company, or company whose shares are transferred):
21st Century Digital Technology Co., Ltd ("21CD")
Pi Mobile Technology Inc.("Pi")
4.Trading counterparty (e.g., name of the other company
participating in the merger, company spinning off, or trading
 counterparty to the acquisition or share transfer):
21st Financial Technology Co., Ltd ("21st Financial (KY)")
5.Relationship between the trading counterparty and the
 Company (investee company in which the Company has
re-invested and has shareholding of XX%), explanation
of the reasons for the decision to acquire from or
transfer shares to an affiliated enterprise or related
party, and whether it will affect shareholders' equity:
21st Financial holds more than 90% of 21CD's, Pi's,
and 21st Financial (KY)'s shares, which suggests
 that the share swap and share exchange announced
today should be regarded as the organization
restructure and hence there is no material impact
 on the shareholder's equity of our company.
6.Purpose of the merger and acquisition :
To integrate the resources of the company by
organization restructure.
7.Anticipated benefits of the merger and acquisition :
With the organization restructure after the share swap
and share exchange, the group is expected to achieve cost
efficiency and to see a positive impact
 on the operating performance.
8.Effect of the merger and acquisition  on net worth per share and
earnings per share:
With the organization restructure after the share swap
 and share exchange, the group is expected to achieve
cost efficiency and to see a positive impact on the
operating performance. Neither the book value per share
nor EPS will be affected by this transaction.
9.Share exchange ratio and calculation assumptions:
Share Swap: 21st Financial (KY) will issue 44,237,605
 common shares and 1,111,111 preferred shares to acquire 100%
of 21CD's shares. In other words, 21CD's 1 common share will
 be exchanged for 21st Financial (KY)'s 0.36864671 common shares
 and 0.00925926 preferred shares.
Share Exchange: 21st Financial (KY) will issue 5,818,690 common
 shares to acquire 99.46% of PI's shares. In other words, PI's
1 common share will be exchanged for 21st Financial (KY)'s 0.13278549
 common shares.
The calculation is based on the net equity value of the target firm,
considering that this share swap and exchange is regarded as the
 organization restructure rather than a transaction with economic
substance. The valuation is based on Asset-Based Approach, and the
 opinion on the reasonability from Crowe (TW) CPAs is prepared.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction:No
11.Name of accounting, law or securities firm:
 Crowe (TW) CPAs is a member of Crowe Global, a Swiss verein.
12.Name of CPA or lawyer:Lin Chih-Lung, CPA
13.Number of CPA or lawyer license: NO.10200032833
14.Estimated date of completion:2022/07/29
15.Matters related to the assumption of corporate rights and
 obligations of the dissolving company (or spin-off) by the
 existing or newly-established company:N/A
16.Basic information of companies participating in the merger:
(1) 21st Financial (KY) is 21st Financial's 100% owned subsidiary.
(2) 21CD is the leading service provider in digital consumer fintech
 field. It focuses on providing BNPL services, including installment
 payments and mortgage loans through their own online platform,
 offline channel and E-commerce website.
(3)  Pi owns Pi App, which provides services including online and
 offline mobile payments. Its subsidiary PChomePay also provides
foreign exchange, value storage and other e-payment services.
17.Matters related to the spin-off (including estimated value
 of the business and assets planned to be transferred to
the existing company or new company.The total no.of shares
 to be acquired by the spun-off company or its shareholders,
 and their respective types and no.Matters related to the
 reduction, if any, in capital of the spun-off company)
(note: not applicable for announcements unrelated to spin-offs):
With the organization restructure after the share swap and
share exchange, the Group is expected to achieve cost efficiency
 and to see a positive impact on the operating performance.
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition :N/A
19.Other important terms and conditions:None
20.Any objections from directors to the transaction:No
21.Is it related to new business model?:No
22.Explanation of new business model:N/A
23.Transactions with the counterparty for the past one year and
the next year:N/A
24.Source of funds:N/A
25.Any other matters that need to be specified:None

Mahasiswa Jurusan Bisnis Digital Universitas Amikom Purwokerto

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