Statement
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1.Date of occurrence of the event:2024/05/17
2.Company name:Array Inc.
3.Relationship to the Company (please enter "head
office" or "subsidiaries"):head office
4.Reciprocal shareholding ratios:NA
5.Cause of occurrence:
The company amended information on the Private Placement
of basis and rationality of pricing method under the Private
6.Information items/ statements to be corrected:
Basis and rationality of pricing method under the Private
Placement Section
7.Amounts/ contents/ number of page to be corrected:
(1)The reference price of private placement common stock shall be determined
by the higher of the following two bases:
(a)One, three, or five business days before the pricing date to calculate
the simple arithmetic average of the closing prices of ordinary shares,
deducting the ex-rights and dividends of gratuitous allotment of
shares, and adding back the stock price after deducting the ex-rights
of capital reduction.
(b)The simple arithmetic average of the closing prices of common stocks
in the 30 business days prior to the pricing date, after deducting the
ex-rights and dividends for gratuitous allotment of shares, and adding
back the stock price after deducting the ex-rights for capital
reduction and anti-exhaustion rights.
(2)In determining the price of this private placement, the issue price shall
not be lower than 80% of the reference price, and shall not be lower than
the face value of the shares.
(3)The actual pricing date and the actual private placement price are
proposed to be submitted to the shareholders meeting to authorize
the board of directors to decide according to the situation of the
specific person and market conditions in the future.
(4)The determination of the aforementioned private placement price should be
reasonable in consideration of the low liquidity of private placement
common shares and the fact that the price is determined in accordance
with the provisions of "Directions for Public Companies Conducting
Private Placements of Securities
8.Amounts/ contents/ number of page after correction:
(1)The reference price of private placement common stock shall be determined
by the higher of the following two bases:
(a)One, three, or five business days before the pricing date to calculate
the simple arithmetic average of the closing prices of ordinary shares,
deducting the ex-rights and dividends of gratuitous allotment of
shares, and adding back the stock price after deducting the ex-rights
of capital reduction.
(b)The simple arithmetic average of the closing prices of common stocks
in the 30 business days prior to the pricing date, after deducting the
ex-rights and dividends for gratuitous allotment of shares, and adding
back the stock price after deducting the ex-rights for capital
reduction and anti-exhaustion rights.
(2)In determining the price of this private placement, the issue price shall
not be lower than 80% of the reference price, and shall not be lower than
the face value of the shares.
(3)The actual pricing date and the actual private placement price are
proposed to be submitted to the shareholders meeting to authorize
the board of directors to decide according to the situation of the
specific person and market conditions in the future.
(4)The determination of the aforementioned private placement price should be
reasonable in consideration of the low liquidity of private placement
common shares and the fact that the price is determined in accordance
with the provisions of "Directions for Public Companies Conducting
Private Placements of Securities
(Added)In accordance with Securities and Futures Investors Protection Center
Order No.1130001609 of May 8, 2024, the updated description is as follows:
(5)"The actual private placement price shall be within a range that is no
less than the percentage approved by the shareholders' meeting, and the
board of directors shall be authorized to decide upon future consultation
with specific persons and market conditions."
9.Countermeasures:Amendment to the information on the
Private Placement of basis and rationality of pricing
method under the Private Placement Section
10.Any other matters that need to be specified:None
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