Bizlink : Announcement on the Pricing of the Fourth Unsecured Overseas Convertible Bonds Issuance

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Provided by: BizLink Holding Inc.
SEQ_NO	3	Date of announcement	2022/01/06	Time of announcement	00:38:22
Subject	Announcement on the Pricing of the Fourth Unsecured Overseas Convertible Bonds Issuance
Date of events	2022/01/05	To which item it meets	paragraph 51
Statement	1.Date of occurrence of the event:2022/01/05 2.Company name:BizLink Holding Inc. 3.Relationship to the Company (please enter ��head office�� or ��subsidiaries��):Head Office 4.Reciprocal shareholding ratios:N/A 5.Cause of occurrence: Priced the Fourth Unsecured Overseas Convertible Bonds Issuance (��Bonds��) 6.Countermeasures:MOPS Material Information announcement 7.Any other matters that need to be specified: Pursuant to the letters (Jin-Kuan-Tseng-Fa-11003778431), issued by the Financial Supervisory Commission on 2021/12/29. I. Total amount of Convertible Bonds issued, face value, issue price and issue date: (1) Total amount of the issue: US$125,000,000. (2) Face value: US$200,000 (3) Issue price: 100% of face value (4) Issue date: 2022/01/12 II. Issue coupon/interest rate: 0% III. Redemption and term of maturity: Unless previously redeemed, repurchased and cancelled, or converted, the Bonds will be redeemed by the Issuer on the Maturity Date at an amount equal to 107.76% of the principal amount of the Bonds with repayment made in US dollars. Maturity Date is 2027/1/12. IV. Conversion and other important matters: (1) Issuer: BizLink Holding Inc. (��BizLink��, the��Issuer��or the��Company��) (2) Redemption at the Option of the Bondholders (a)Unless previously redeemed, repurchased and cancelled, or converted, each Bondholder shall have the right to require the Issuer to early redeem the Bonds, in whole or in part, on the third anniversary date of the Issuing Date in the amount which represents for the holder of the Bonds the par value of the Bonds plus a tentative gross yield of 1.50% per annum (i.e., at 104.59% of the Bonds�� par value, respectively), calculated on a semi-annual basis. The actual gross yield shall be jointly determined by the Issuer and the Lead Underwriter based on the market conditions on the pricing date. (b)In the event that the common shares of BizLink cease to be listed on the Taiwan Stock Exchange (the ��TWSE��), each Bondholder shall have the right to require the Issuer to redeem the Bonds, in whole or in part, at an amount equal to the principal amount of the Bonds plus a tentative gross yield of 1.50% per annum, calculated on a semi-annual basis (��Early Redemption Amount��). The actual gross yield shall be jointly determined by the Issuer and the Lead Underwriter based on the market conditions on the pricing date. (c)In the event that a change of control as defined in the bond indenture (the ��Indenture��) occurs to the Issuer, the Bondholders shall have the right to require the Issuer to redeem the Bonds, in whole or in part, at the Early Redemption Amount. (d)The Bondholder shall exercise the redemption right and the Issuer shall handle such redemption in accordance with the procedure provided in the Indenture. The payment of the Early Redemption Amount will be made by the Issuer in cash on the payment date pursuant to the Indenture. (3) Early Redemption at the Option of the Issuer (a)The Issuer may early redeem the Bonds in whole or in part at any time from the next day of the third anniversary date to the day immediately before the Maturity Date at the Early Redemption Amount, if the closing price of the common shares of BizLink on the TWSE (translated into U.S. dollars at the prevailing exchange rate) for a period of 20 trading days in any consecutive 30-trading-day period reaches 130% of the applicable Early Redemption Amount divided by the Conversion Ratio . (b)The Issuer may redeem all outstanding Bonds at the Bonds' applicable Early Redemption Amount, in the event that at least 90% of the Bonds have been (i) redeemed, (ii) converted, or (iii) repurchased and cancelled. (c)The Issuer may redeem all Bonds at the Bonds��applicable Early Redemption Amount in the event of changes in the R.O.C. or the Cayman Islands taxation resulting in increase in tax obligation or the necessity to pay additional interest expense or increase in additional costs to the Issuer. If any Bondholder elects its Bonds not be redeemed, no additional amounts shall be payable on the payments due in respect of such Bonds. (4) Conversion (a)Converted Securities: Each Bondholder will have the right to convert the Bonds into the newly-issued common shares (��Common Shares��) of BizLink during the Conversion Period (as defined below) at the then prevailing Conversion Price (the ��Conversion Right��). (b)Conversion Procedure: The converting Bondholders shall, in accordance with the Trust Deed, deposit with Conversion Agent outside the ROC a notice of conversion pursuant to the provisions of Trust Deed together with the relevant documents or certificates as may be required by the law of the ROC or the Cayman Islands and request the Issuer to convert the Bonds into Common Shares through the Conversion Agent. In accordance with current laws and regulations of the ROC, the Issuer shall issue the Common Shares to the Bondholders who exercise their Conversion Rights through the book-entry system of Taiwan Depositary & Clearing Corporation (��TDCC��) within five business day after receipt of the conversion notice. If the converting Bondholder does not open a qualified account with TDCC, the Issuer will deliver the Common Shares to such converting Bondholder through book-entry system of TDCC after such account is opened. In case any amendments are made to the aforesaid laws and regulations, the conversion shall be made in accordance with the then prevailing laws and regulations. The business day referred in the preceding paragraph shall mean the trading day of TWSE. (c)Conversion Period: Except for previously redeemed or repurchased of the Bonds or during the Closed Period (as defined below), the Bondholders shall have the right to request the Issuer to convert the Bonds into Common Shares pursuant to relevant laws and regulations and the Indenture at any time starting from the day after three months of the Issuing Day (exclusive) to the date falling 10 days prior to the Maturity Date. The aforementioned Closed Period shall mean: (i)The period during which under the laws of the R.O.C. the Issuer has to close its shareholder roaster, which period currently includes sixty (60) days prior to the annual general meeting or 30 days prior to the extraordinary general meeting. (ii)In the event of free distribution of shares, distribution of cash dividend or rights issues, the period from the 15th trading day prior to the record date for determination of shareholders entitled to receive dividends, subscription of new shares or other benefits to the record date for the distribution or allocation of the relevant dividends, rights or benefits. (iii)In the event of capital reduction of BizLink, the period starts from the record date for capital reduction to one day prior to the trading day of the shares reissued after the capital reduction. (iiii)Other period in which the shareholder roster of BizLink is closed pursuant to the R.O.C. or the Cayman Islands laws and regulations and the regulations and rules of the TWSE. If there is any change in the future with respect to the relevant laws and regulations on Closed Period, the then-current laws and regulations shall apply. (d)Conversion Price: The Conversion Price will be NT$300 per share. (USD:NTD=1:27.625) (e)Adjustment of the Conversion Price: After the issuance of the Bonds, upon the occurrence of certain dilutive events or analogous events as specified in the Trust Deed, the Conversion Price shall be adjusted in accordance with conventional anti-dilution market precedents. The amount of adjustment shall be determined according to the formulas as set forth in the Offering Circular and/or the Trust Deed. (5)Governing Law The sale, administration and relevant procedures of the Bonds shall be governed by the laws of the state of New York. The application for issuance of the Bondsand the exercise of the conversion right will be subject to the ROC laws and regulations and the restrictions or limitations provided hereunder. (6)Underwriting Syndicate and Other Advisors: International Lead Underwriter(s): UBS AG Hong Kong Branch Local Lead Underwriter: Yuanta Securities, Offshore Securities Unit Trustee: The Bank of New York Mellon, London Branch Principal Paying Agent & Principal Conversion Agent: The Bank of New York Mellon, London Branch V. Place of offering and transaction: Singapore Exchange Securities Trading Limited VI. If a portion thereof shall be subscribed to by specific person(s), the purpose for the subscription of the Bonds by the specific person(s), the total number of certificates to be subscribed to by the specific person(s), the total dollar amount thereof, and the relationship between the specific person(s) and the issuer: N/A. VII. Fund utilization plan, and a statement of the expected benefits: for the procurement of raw materials outside of the Republic of China (the ��R.O.C.��). VIII. Impact to Shareholders: The convertible bonds will, if fully converted based on the conversion price, results in 7.73% dilution to the original shareholders. The impact from the dilution is limited.