| 2022-09-30 |
股东大会：
将于2022-10-25召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal: as an ordinary resolution, that the Agreement and Plan of Merger, dated as of March 3, 2022, by and among Provident, Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company” or “Perfect”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 2”), as it may be amended and/or restated from time to time, including by the First Amendment to Agreement and Plan of Merger, dated as of September 16, 2022, by and among Provident, Perfect, Merger Sub 1 and Merger Sub 2 (the “Business Combination Agreement”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, and the transactions contemplated thereunder (the “Business Combination” and together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”) including the mergers whereby Merger Sub 1 will merge with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly owned subsidiary of Perfect (the “First Merger Surviving Company”), and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Perfect, be approved and authorized in all respects—we refer to this proposal as the “Business Combination Proposal”;
2.The Merger Proposal: as a special resolution, that the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C and will be produced and made available for inspection at the Meeting, and any and all transactions provided for in the First Plan of Merger, including, without limitation (a) the First Merger, (b) from the effective time of the First Merger (the “First Merger Effective Time”), the amendment and restatement of the existing memorandum and articles of association of Provident by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of Provident (as the First Merger Surviving Company) in the form attached as Appendix II to the First Plan of Merger, being the memorandum and articles of association of Merger Sub 1, and (c) at the First Merger Effective Time, (i) the redesignation of all authorized shares of Provident (asthe First Merger Surviving Company) as ordinary shares, such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each (the “First Merger Surviving Company Share Redesignation”), (ii) upon the First Merger Surviving Company Share Redesignation becoming effective, the consolidation of the authorized share capital of the First Merger Surviving Company such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000 ordinary shares of a par value of $0.10 each (the “First Merger Surviving Company Share Consolidation”), and (iii) upon the First Merger Surviving Company Share Consolidation becoming effective, the increase of authorized share capital of the First Merger Surviving Company from $22,100 divided into 221,000 ordinary shares of a par value of $0.10 each to $50,000 divided into 500,000 ordinary shares of a par value of $0.10 each, be approved and authorized in all respects—we refer to this proposal as the “Merger Proposal”;
3.The Share Issuance Proposal: as an ordinary resolution, that for purposes of complying with applicable Nasdaq listing rules, the issuance of 20% or more of issued and outstanding ordinary shares of Provident (the “Provident Ordinary Shares”) in connection with the Business Combination and related financing, be approved and authorized in all respects—we refer to this proposal as the “Share Issuance Proposal”;
4.The Adjournment Proposal: as an ordinary resolution, that the Meeting be adjourned to a later date or dates to be determined by the chairman of the Meeting, (a) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals presented to shareholders for vote, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Provident shareholders or (c) if as of the time for which the Meeting is scheduled, there are insufficient Provident Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting—we refer to this proposal as the “Adjournment Proposal”.
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