Jcontentree Corp.
Jcontentree Corp.
02/18/2022 | Press release | Distributed by Public on 02/18/2022 00:44
Decision on Paid-in Capital Increases
Decision on Paid-in Capital Increases
| Subsidiary company | STUDIO LULULALA JOONGANG CO., Ltd (former. JTBC Studios CO., Ltd) | 's material business matters to report |
| 1. Class and number of new shares | Common stock (shrs.) | 124,628 |
| Different classes of stocks (shrs.) | - | |
| 2. Par value per share (KRW) | 500 | |
| 3. Total number of shares issued before increase of capital stock | Common stock (shrs.) | 76,776,220 |
| Different classes of stocks (shrs.) | 24,925,226 | |
| 4. Purpose of financing | Facility investment (KRW) | - |
| Business acquisition (KRW) | - | |
| Operating capital (KRW) | 2,000,030,144 | |
| Debt repayment (KRW) | - | |
| Acquisition of securities issued by other corporations (KRW) | - | |
| Other purposes (KRW) | - | |
| 5. Method of capital increase | Third-party allotment |
| Basis in articles of incorporation | - |
| Details of different classes of stocks | - |
| Others | - |
| 6. Issuing price of new shares | Common stock (KRW) | 16,048 |
| Different classes of stocks (KRW) | - | |
| 7. Standard stock price | Common stock (KRW) | - |
| Different classes of stocks (KRW) | - | |
| 7-1.Standard stock price calculation method | Unlisted company whose market price has not been formed in the stock market | |
| 7-2.Discount or premium ratio to the standard price of share (%) | - | |
| 7-3.Basis for the calculation of the Discount ratio(premium ratio) | - | |
| 8. Basis in articles of incorporation | Article 10-1 ② of Articles of association of STUDIO LULULALA JOONGANG CO., Ltd | |
| 9. Date for payment of subscription money | 2022-03-04 | |
| 10. Record date of dividend payout | 2022-01-01 | |
| 11. Scheduled delivery date of new share certificates | 2022-03-21 | |
| 12. Scheduled listing date for new shares | - | |
| 13. Deemed a backdoor listing caused by investment in kind? | No | |
| - Invested in kind? | No | |
| - Unlisted shares among investment in kind? | N/A | |
| - Price of shares scheduled to be contributed in kind | Investment in kind amount (KRW) | - |
| Ratio to total assets at the end of the latest fiscal year (%) | - | |
| - Number of shares scheduled to be contributed | - | |
| 14. Satisfying backdoor listing requirements? | N/A | |
| 15. Date of board resolution (decision date) | 2022-02-16 | |
| - Attendance of outside directors | Present (No.) | - |
| Absent (No.) | - | |
| - Attendance of auditors (members of Audit Committee) | Present | |
| 16. Subject to filing of securities registration statement? | No | |
| 17. Reasons for exemption from filing securities registration statement | Safekeeping at KSD for one year | |
| 18. A short sale transaction period when a subscription for shares is prohibited | applicable | No |
| Start date | - | |
| End date | - | |
| 19. Subject to reporting to the Fair Trade Commission? | No | |
| 20. Other matters to be factored into investment decisions |
1) JTBC Studios CO., Ltd has changed its company name as STUDIO LULULALA JOONGANG CO., Ltd. 2) Basis for the calculation of the above 6. Issuing Price of New shares to 7. Standard stock price has been determined by mutual consent between an Issuer and subscribers. 3) Total new shares issued by this Third-party Allotment Paid-in Capital Increase will be deposited under separate safekeeping at KSD for a year. 4) Other necessary procedures related to Issuing new shares are delegated to CEO 5) Details of contents and schedule of this Paid-in Capital are subject to change depending on relational company or internal situation. 6) The company can fulfill its Disclosure duty of Material Facts by Unlisted Companies which is defined in the Article 11-3 of Monopoly Regulation and Fair Trade Act by this disclosure. |
| The basis in articles of incorporation of third-party allotment | The purpose of third-party allotment |
|
Article 10-1 (Preemptive Rights) (1) The shareholders of the Company shall have preemptive rights to subscribe for any new shares which the Company may issue on a pro rata basis of the number of shares they own. (2) Notwithstanding the above Paragraph (1), in any of the following events, new shares may be allocated to persons other than shareholders by a resolution of the Board. 1. Where the Company offers new shares or causes underwriters to underwrite new shares in accordance with the provisions of Article 4, Article 9 and Article 119 of the Financial Investment Services and Capital Markets Act (the "Capital Markets Act"); 2. Where the Company issues new shares for capital increase by way of public offering in accordance with Article 165-6 of the Capital Markets Act; 3. Where the Company allocates new shares preferentially to members of the Employee Stock Ownership Association in accordance with Article 165-7 of the Capital Markets Act; 4. Where the Company issues new shares for the issuance of depositary receipts ("DR") in accordance with applicable laws and regulations such as the Capital Markets Act; 5. Where the Company issues new shares for foreign investors in accordance with the provisions of the Foreign Investment Promotion Act; 6. Where the Company issues new shares for an investment company for the establishment of SMEs, SME establishment investment association, etc. in accordance with the Support for Small and Medium Enterprise Establishment Act; 7. Where the Company issues new shares in order to raise capital from domestic financial institution, legal entities or individuals, etc. due to management needs such as financing, introduction of technology, and strategic business alliance, to the extent of not exceeding 50/100 of total number of issued and outstanding shares, by a resolution of the Board. (3) In the case a shareholder waives or loses the preemptive right to subscribe new shares, or fractional shares result from the allocation of new shares, such shares shall be disposed of by a resolution of the Board. |
To strengthen content production capability |
| Name of the third party | Relationship to company or the largest shareholder | Reasons for selection | Details of trading & planning within six months before and after decision on capital increase | Number of shares allotted(shrs.) | Remarks |
| Ji Young Park | - | To strengthen content production capability | - | 62,314 | Safekeeping at KSD for one year |
| Sang Yeop Lee | - | To strengthen content production capability | - | 31,157 | Safekeeping at KSD for one year |
| Jin E Kim | - | To strengthen content production capability | - | 31,157 | Safekeeping at KSD for one year |