Announcement of board of directors of the company
approved the simple merger with the subsidiary.
Date of events
2022/08/11
To which item it meets
paragraph 11
Statement
1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer): Merger
2.Date of occurrence of the event:2022/08/11
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):
LEALEA HOTELS & RESORTS CO., LTD (Surviving company)
THE RICHFOREST HOTEL CO., LTD. (Company Eliminated)
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):
THE RICHFOREST HOTEL CO., LTD.
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:
The Company is a 100% invested subsidiary,
so the merger will have no impact on shareholders' equity.
6.Purpose of the merger and acquisition :
In order to improve business synergy, reduce business management
and operating costs, it is proposed to conduct a simple merger in
accordance with Article 19 of the Business Mergers and Acquisitions Act.
7.Anticipated benefits of the merger and acquisition :
Simplify organizational structure and make the most beneficial
resource planning and utilization.
8.Effect of the merger and acquisition on net worth per share and
earnings per share:
The organizational reorganization of the same group
has no significant impact.
9.Share exchange ratio and calculation assumptions:
As the company holds 100% of the shares of THE RICHFOREST HOTEL CO., LTD.,
which should be cancelled on the basis date of merger according to the law,
there is no need to issue new shares for this merge.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction: NA
11.Name of accounting, law or securities firm: NA
12.Name of CPA or lawyer: NA
13.Number of CPA or lawyer license: NA
14.Estimated date of completion:
Merger base date: tentatively scheduled for September 1, 2022
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:
After the merger base date, the elimination of the company's
assets and liabilities and all rights and obligations shall
be borne by the surviving company in accordance with the law.
16.Basic information of companies participating in the merger:
Both LEALEA HOTELS & RESORTS CO., LTD and THE RICHFOREST HOTEL CO., Limited
main business is hotel management.
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): NA
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition :NA
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: NA
23.Transactions with the counterparty for the past one year and
the next year: NA
24.Source of funds: NA
25.Any other matters that need to be specified: None
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Lealea Hotels & Resorts Co. Ltd. published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 08:50:03 UTC.
Lealea Hotels & Resorts Co Ltd, formerly I-Future Co., Ltd, along with its subsidiaries, is principally engaged in the hotel management business. The Company, along with its subsidiaries, mainly operates its businesses through five segments: connector segment, which manufactures and sells connectors used in motherboards, notebooks, central processing units (CPUs) and others; hydrogen-oxygen energy segment, which sells and leases hydrogen-oxygen flame energy equipment; biological medical segment, which provides immune cell storage services, hotel management segment, as well as management segment.