Notice: Small Scale Merger
Our company hereby announces that it has entered into a small-scale merger agreement with DOUYOUBI Co., Ltd. through board approval in accordance with Article 527-3 of the Commercial Act.
- Merging Companies
(1) Surviving Company: PuzzleAI Co., Ltd.
(2) Dissolving Company: DOUYOUBI Co., Ltd. - Merger Method: Puzzle AI Co., Ltd. will absorb and survive while DOUYOUBI Co., Ltd. will be dissolved.
- Merger Ratio: Puzzle AI Co., Ltd. : DOUYOUBI Co., Ltd. = 1 : 0
(Our company owns 100% of DOUYOUBI Co., Ltd. (dissolving company), and this merger will proceed without issuing new shares). - Merger Date: November 29, 2024
- The merger between Puzzle AI Co., Ltd. and DOUYOUBI Co., Ltd. will be executed by board resolution without shareholders’ meeting approval pursuant to Article 527-3 of the Commercial Act.
- Guide to Exercising Opposition Rights to Small-Scale Merger
a. Exercise Procedure: Shareholders registered in the shareholder registry as of October 7, 2024, who oppose the board resolution regarding the merger may submit a notice of opposition to board resolution.
b. Submission Period: October 7, 2024 ~ October 21, 2024
c. Exercise Method and Location:
(1) Special Account (Registry) Shareholders: Submit to the company’s Management Support Office by October 21, 2024
(2) Actual Shareholders: Submit to their securities company by October 16, 2024 (3 days earlier than special account shareholders) (Check submission procedure with securities company)
d. Share Purchase Rights: No share purchase rights are granted under Article 527-3 of the Commercial Act.
e. According to Article 527-3 of the Commercial Act, if shareholders holding 20% or more of total issued shares notify their opposition to this merger, the small-scale merger cannot proceed with board approval in lieu of shareholders’ meeting approval.
Dated October 7, 2024
Puzzle AI Co., Ltd.
CEO Kim Yong-sik
