placement basis and the convertible debentures is reasonable, details of which are shown in the the Information Memorandum regarding the Offering and Allocation of the Newly Issued Ordinary Shares and the
tender offer, and to propose the transaction to the shareholders’ meeting for further consideration and approval. The Board of Directors viewed that the entering into this transaction is reasonable and
of fair value of the financial advisor is appropriate and reasonable, therefore, the base price should be fixed as a minimum price for asset divestment of the Company by using reference from of the
viewed that the entering into this transaction is reasonable and highly beneficial to the Company and its shareholders because the offer price of the conditional tender offer is considered fair. In
to the capital increase and waiver of right to subscribe the newly issued shares, as well as having the power to carry out any other actions which are necessary and reasonable in relation to the
persons or the group of persons who are genuinely the true shareholders and their core businesses unless there is a reasonable ground for failure of such identification. (2) In case of a holding company
appropriateness. Chapter 3 Powers of the SEC Office ________________________ Clause 10 In the case where a certain fact appears to the SEC Office leading to any of the following reasonable suspicions, the SEC
, “Mega City”, to increase parking area, Entertainment, leisure, sport and education zones, and hotel. This will enhance the Marvel Experience. The Share Acquisition Transaction is reasonable in which the