| | |
Per Share
|
| |
Per ADS
|
| |
Total
|
| ||||||
Offering price
|
| |
CHF1.00
|
| | | $ | 6.50 | | | | | $ | 4,064,885.50 | | |
Placement agent’s fees(1)
|
| |
CHF0.07
|
| | | $ | 0.44 | | | | | $ | 274,379.77 | | |
Proceeds, before expenses, to us
|
| |
CHF 0.93
|
| | | $ | 6.06 | | | | | $ | 3,790,505.73 | | |
| | |
Page
|
| |||
| | | | S-ii | | | |
| | | | S-iv | | | |
| | | | S-v | | | |
| | | | S-1 | | | |
| | | | S-7 | | | |
| | | | S-9 | | | |
| | | | S-19 | | | |
| | | | S-20 | | | |
| | | | S-21 | | | |
| | | | S-22 | | | |
| | | | S-24 | | | |
| | | | S-27 | | | |
| | | | S-34 | | | |
| | | | S-36 | | | |
| | | | S-36 | | | |
| | | | S-37 | | | |
| | | | S-37 | | |
| | | | | ii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 16 | | | |
| | | | | 23 | | | |
| | | | | 34 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | |
| | |
As of September 30, 2021
|
| |||||||||
CHF in thousands
|
| |
Actual
|
| |
As Adjusted
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Cash and cash equivalents
|
| | | | 15,486 | | | | | | 18,378 | | |
Shareholders’ equity
|
| |
|
| |
|
| ||||||
Share capital
|
| | | | 49,273 | | | | | | 49,273 | | |
Share premium
|
| | | | 288,279 | | | | | | 287,419 | | |
Treasury shares reserve
|
| | | | (15,475) | | | | | | (11,722) | | |
Other reserves
|
| | | | 15,898 | | | | | | 15,898 | | |
Accumulated deficit
|
| | | | (324,634) | | | | | | (324,634) | | |
Total shareholders’ equity, net
|
| | | | 13,341 | | | | | | 16,234 | | |
Total capitalization
|
| | | | 13,341 | | | | | | 16,234 | | |
|
Offering price per ADS
|
| | | | | | | | | $ | 6.50 | | |
|
Historical net tangible book value per ADS as of September 30, 2021
|
| | | $ | 2.77 | | | | | | | | |
|
Increase in net tangible book value attributable investors participating in the offering
|
| | | $ | 0.22 | | | | | | | | |
|
As adjusted net tangible book value per ADS
|
| | | $ | 2.99 | | | | | | | | |
|
Dilution per ADS to investors participating in the offering
|
| | | | | | | | | $ | 3.51 | | |
EXPENSE
|
| |
AMOUNT
|
| |||
SEC registration fee
|
| | | $ | * | | |
FINRA filing fee
|
| | | $ | * | | |
Printing expenses
|
| | | $ | 48,771 | | |
Legal fees and expenses
|
| | | $ | 477,162 | | |
Accounting fees and expenses
|
| | | $ | 32,514 | | |
Miscellaneous
|
| | | $ | 97,393 | | |
Total
|
| | | $ | 655,839 | | |
| | | | | ii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 16 | | | |
| | | | | 23 | | | |
| | | | | 34 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | |
CHF in thousands
|
| |
Actual as at
December 31, 2020 |
| |
As adjusted as at
December 31, 2020 |
| ||||||
| | |
(audited)
|
| |
(unaudited)
|
| ||||||
Cash and cash equivalents
|
| | | | 18,695 | | | | | | 27,316 | | |
Shareholders’ equity | | | | | | | | | | | | | |
Share capital
|
| | | | 32,849 | | | | | | 39,749 | | |
Share premium
|
| | | | 286,888 | | | | | | 288,446 | | |
Reserves
|
| | | | 8,579 | | | | | | 8,579 | | |
Accumulated deficit
|
| | | | (313,706) | | | | | | (313,706) | | |
Total shareholders’ equity, net
|
| | | | 14,610 | | | | | | 23,068 | | |
Total capitalization
|
| | | | 14,610 | | | | | | 23,068 | | |
Name of Selling Shareholder
|
| |
Number of
shares beneficially owned |
| |
Percentage of
shares beneficially owned before the offering |
| |
Number of shares
being registered in the offering |
| |
Percentage of
shares beneficially owned after the offering |
| ||||||||||||
Growth Equity Opportunities Fund IV, LLC(1)
|
| | | | 7,704,600 | | | | | | 21.3% | | | | | | 7,704,600 | | | | | | 0 | | |
Number of shares
|
| |
Number of registered
shareholders on December 31, 2020 |
| |||
1 to 100
|
| | | | 251 | | |
101 to 1,000
|
| | | | 944 | | |
1,001 to 10,000
|
| | | | 946 | | |
10,001 to 100,000
|
| | | | 114 | | |
100,001 to 1,000,000
|
| | | | 9 | | |
1,000,001 to 10,000,000
|
| | | | 5 | | |
Shareholder structure according to category of investors
(weighted by number of shares) |
| | | | | | |
Private persons
|
| | | | 26.85% | | |
Institutional shareholders
|
| | | | 51.34% | | |
Non identified
|
| | | | 21.81% | | |
Shareholder structure by country
(weighted by number of shares) |
| | | | | | |
United States
|
| | | | 25.93% | | |
Switzerland
|
| | | | 50.75% | | |
Other
|
| | | | 1.52% | | |
Non identified
|
| | | | 21.81% | | |
Nominal share capital
|
| | | |
December 31, 2018
|
| |
CHF 28,564,031
|
|
December 31, 2019
|
| |
CHF 32,848,635
|
|
December 31, 2020
|
| |
CHF 32,848,635
|
|
Conditional share capital
|
| | | |
December 31, 2018
|
| |
CHF 14,282,015
|
|
December 31, 2019
|
| |
CHF 16,424,317
|
|
December 31, 2020
|
| |
CHF 16,424,317
|
|
Authorized share capital
|
| | | |
December 31, 2018
|
| |
CHF 14,282,015
|
|
December 31, 2019
|
| |
CHF 16,424,317
|
|
December 31, 2020
|
| |
CHF 16,424,317
|
|
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
|
Mergers and similar arrangements
|
| |||
| Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights. | | | Under Swiss law, with certain exceptions, a merger or a division of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the shares represented at the relevant general meeting of shareholders as well as the absolute majority of the par value of the shares represented at such shareholders’ meeting. The articles of association may increase the voting threshold. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act can file an appraisal right lawsuit against the surviving company. As a result, if the consideration is deemed “inadequate,” such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of the voting rights without a vote by shareholders of such subsidiary, if the shareholders of the subsidiary are offered the payment of the fair value in cash as an alternative to shares. | |
|
Shareholders’ suits
|
| |||
| Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action. | | | Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may, to a limited extent, have a similar effect. An appraisal lawsuit won by a shareholder can be acted upon by any person who has the same legal status as the claimant. Also, a shareholder is entitled to bring suit against directors for breach of, among other things, their fiduciary duties and claim the payment of damages. However, unless the company is subject to bankruptcy proceedings, or if the relevant shareholder can demonstrate having suffered a loss in a personal capacity, a shareholder will only be allowed to ask for payment of damages to the corporation. Likewise, an appraisal lawsuit won by a shareholder may indirectly compensate all shareholders. Under Swiss law, the winning party is | |
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
| | | | generally entitled to recover a limited amount of attorneys’ fees incurred in connection with such action, provided, however, that the court has discretion to permit the shareholder whose claim has been dismissed to recover attorneys’ fees incurred to the extent he acted in good faith. | |
|
Shareholder vote on board and management compensation
|
| |||
| Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws. | | | Pursuant to the Swiss Ordinance against excessive compensation in listed stock corporations, the general meeting of shareholders has the non-transferable right, amongst others, to have a binding vote each year on the compensation due to the board of directors, executive management and advisory boards. | |
|
Annual vote on board renewal
|
| |||
|
Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible.
Classified boards are permitted.
|
| | The general meeting of shareholders elects annually (i.e. for a term until the end of the following annual general meeting) the members of the board of directors, the chairman of the board and the members of the compensation committee individually for a term of office of one year. Re-election is possible. | |
|
Indemnification of directors and executive management and limitation of liability
|
| |||
|
The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of a director for:
•
any breach of a director’s duty of loyalty to the corporation or its shareholders;
•
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•
statutory liability for unlawful payment of dividends or unlawful stock purchase or redemption; or
•
any transaction from which the director derived an improper personal benefit.
A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the director or
|
| |
Under Swiss corporate law, an indemnification of a director or member of the executive management in relation to potential personal liability is not effective to the extent the director or member of the executive management intentionally or negligently violated his or her corporate duties towards the corporation (certain views advocate that at least a grossly negligent violation is required to exclude the indemnification). Furthermore, the general meeting of shareholders may discharge (release) the directors and members of the executive management from liability for their conduct to the extent the respective facts are known to shareholders. Such discharge is effective only with respect to claims of the company and of those shareholders who approved the discharge or who have since acquired their shares in full knowledge of the discharge. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss corporate law, including shareholders of the corporation.
The articles of association of a Swiss corporation may also set forth that the corporation shall indemnify and hold harmless, to the extent permitted by the law, the directors and executive managers out of assets of the corporation against threatened, pending or completed actions. Also, a
|
|
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
|
officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Unless ordered by a court, any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct:
|
| | corporation may enter into and pay for directors’ and officers’ liability insurance which typically covers negligent acts as well. | |
|
•
by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum;
|
| | | |
|
•
by a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;
|
| | | |
|
•
by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or
|
| | | |
|
•
by the shareholders.
|
| | | |
| Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper. | | | | |
|
Directors’ fiduciary duties
|
| |||
|
A director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components:
•
the duty of care; and
•
the duty of loyalty.
The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests
|
| |
The board of directors of a Swiss corporation manages the business of the corporation, unless responsibility for such management has been duly delegated to the executive management based on organizational rules. However, there are several non-transferable duties of the board of directors:
•
the overall management of the corporation and the issuing of all necessary directives;
•
determination of the corporation’s organization;
•
the organization of the accounting, financial control and financial planning systems as required for management of the corporation;
•
the appointment and dismissal of persons entrusted with managing and representing the corporation;
•
overall supervision of the persons entrusted with managing the corporation, in particular with regard to compliance with the law, articles of association, operational regulations and directives;
•
compilation of the annual report, preparation for the general meeting of the shareholders, the
|
|
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
| of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. | | |
compensation report and implementation of its resolutions; and
•
notification of the court in the event that the company is over-indebted.
A director of a Swiss corporation has a fiduciary duty to the corporation only. This duty has two components:
•
the duty of care; and
•
the duty of loyalty.
|
|
| | | |
The duty of care requires that a director act in good faith, with the care that an ordinarily prudent director would exercise under similar circumstances.
The duty of loyalty requires that a director safeguard the interests of the corporation and requires that directors act in the interest of the corporation and, if necessarily, put aside their own interests. If there is a risk of a conflict of interest, the board of directors must take appropriate measures to ensure that the interests of the company are duly taken into account.
The burden of proof for a violation of these duties is with the corporation or with the shareholder bringing a suit against the director.
Directors also have an obligation to treat shareholders that are in similar situations equally.
|
|
|
Shareholder action by written consent
|
| |||
| A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent. | | | Shareholders of a Swiss corporation may only exercise their voting rights in a general meeting of shareholders and may not act by written consents. | |
|
Shareholder proposals
|
| |||
| A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. | | |
At any general meeting of shareholders any shareholder may put proposals to the meeting if the proposal is part of an agenda item. No resolution may be taken on proposals relating to the agenda items that were not duly notified. Unless the articles of association provide for a lower threshold or for additional shareholders’ rights:
•
one or several shareholders representing 10.0% of the share capital may ask that a general meeting of shareholders be called for specific agenda items and specific proposals; and
•
one or several shareholders representing 10.0% of the share capital or CHF 1.0 million of nominal share capital, whichever is lower may ask that an agenda item including a specific proposal be put on the agenda for a regularly scheduled general meeting of shareholders, provided such request is made with appropriate notice.
|
|
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
| | | | Any shareholder can propose candidates for election as directors or make other proposals within the scope of an agenda item without prior written notice. | |
| | | | In addition, any shareholder is entitled, at a general meeting of shareholders and without advance notice, to (1) request information from the Board on the affairs of the company (note, however, that the right to obtain such information is limited), (2) request information from the auditors on the methods and results of their audit, (3) request that the general meeting of shareholders resolve to convene an extraordinary general meeting and (4) request, under certain circumstances and subject to certain conditions, that the general meeting of shareholders resolve a special audit. | |
|
Cumulative voting
|
| |||
| Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it. | | | Cumulative voting is not permitted under Swiss corporate law. Pursuant to Swiss law, shareholders can vote for each proposed candidate, but they are not allowed to cumulate their votes for single candidates. An annual individual election of all members of the board of directors for a term of office of one year (i.e. until the end of the following annual general meeting) is mandatory for listed companies. | |
|
Removal of directors
|
| |||
| A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. | | | A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders concerned. The articles of association may require the approval by a qualified majority of the shares represented at a meeting for the removal of a director. Our articles of association require that a shareholder resolution to remove an acting director be passed with an absolute majority of the shares represented. | |
|
Transactions with interested shareholders
|
| |||
| The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting stock within the past three years. | | |
No such specific rule applies to a Swiss corporation.
|
|
|
Dissolution; Winding up
|
| |||
| Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the | | | A dissolution and winding up of a Swiss corporation requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented | |
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
| corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. | | | at a general meeting of shareholders passing a resolution on such dissolution and winding up. The articles of association may increase the voting thresholds required for such a resolution. | |
|
Variation of rights of shares
|
| |||
| A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. | | | The general meeting of shareholders of a Swiss corporation may resolve that preference shares be issued or that existing shares be converted into preference shares with a resolution passed by a majority of the shares represented at the general meeting of shareholders. Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association. The issuance of shares that are granted more voting power requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at the relevant general meeting of shareholders. | |
| | | | Shares with preferential voting rights are not regarded as preference shares for these purposes. | |
|
Amendment of governing documents
|
| |||
| A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. | | | The articles of association of a Swiss corporation may be amended with a resolution passed by an absolute majority of the shares represented at such meeting, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation and the introduction of authorized and conditional capital, that require the approval by two-thirds of the votes and an absolute majority of the par value of the shares represented at a shareholders’ meeting. The articles of association may increase the voting thresholds. | |
|
Inspection of books and records
|
| |||
| Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation. | | | Shareholders of a Swiss corporation may only inspect books and records if the general meeting of shareholders or the board of directors approved such inspection and only if confidential information possessed by a corporation is protected. A shareholder is only entitled to receive information to the extent required to exercise such shareholders’ rights, subject to the interests of the corporation. The right to inspect the share register is limited to the right to inspect that shareholder’s own entry in the share register. | |
|
DELAWARE CORPORATE LAW
|
| |
SWISS CORPORATE LAW
|
|
|
Payment of dividends
|
| |||
|
The board of directors may approve a dividend without shareholder approval. Subject to any restrictions contained in its certificate of incorporation, the board may declare and pay dividends upon the shares of its capital stock either:
•
out of its surplus; or
•
in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year.
Stockholder approval is required to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.
|
| |
Dividend payments are subject to the approval of the general meeting of shareholders. The board of directors may propose to shareholders that a dividend shall be paid but cannot itself authorize the distribution.
Payments out of the company’s stated share capital (in other words, the aggregate par value of the company’s registered share capital) in the form of dividends are not allowed; payments out of stated share capital may be made by way of a capital reduction only. Dividends may be paid only from the profits from the previous business year or from the profits brought forward from the previous business years or if the company has distributable reserves, each as will be presented on the company’s audited annual stand-alone balance sheet and after allocations to reserves required by Swiss law and its articles of association have been deducted. The dividend may be determined only after the allocations to reserves required by the law and the articles of association have been made.
|
|
|
Creation and issuance of new shares
|
| |||
| All creation of shares require the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation. | | | All creation of shares require a shareholders’ resolution. The creation of authorized or conditional share capital requires at least two-thirds of the voting rights represented at the general meeting of shareholders and an absolute majority of the nominal value of shares represented at such meeting. The board of directors may issue shares out of the authorized share capital during a period of up to two years. Shares are created and issued out of conditional share capital through the exercise of options or of conversion rights that the board of director may grant in relation to, e.g., debt instruments or employees. | |
|
Rights plans / poison pills
|
| |||
| | | | Under Swiss corporation law, shareholders have pre-emptive rights to subscribe for new issuances of shares. Under certain circumstances, shareholders may authorize the board of directors to limit or withdraw pre-emptive rights or advance subscription rights in certain circumstances. However, limitation or withdrawal of shareholders’ pre-emptive rights can only be decided for valid reasons. Preventing a particular shareholder to exercise influence over the company is generally believed not to be a valid reason to limit or withdraw shareholders’ pre-emptive rights. | |
|
Service
|
| |
Fee
|
|
| Issuance of ADSs (e.g., an issuance of ADS upon a deposit of shares, upon a change in the ADS(s)-to-shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of shares | | | Up to U.S. 5¢ per ADS issued | |
|
•
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-shares ratio, or for any other reason)
|
| | Up to U.S. 5¢ per ADS cancelled | |
|
•
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
|
| | Up to U.S. 5¢ per ADS held | |
|
•
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
|
| | Up to U.S. 5¢ per ADS held | |
|
•
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
|
| | Up to U.S. 5¢ per ADS held | |
|
•
ADS Services
|
| | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary | |
|
•
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) transferred | |
|
•
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa).
|
| | Up to U.S. 5¢ per ADS (or fraction thereof) converted | |
| | |
Amount
To Be Paid |
| |||
SEC registration fee
|
| | | $ | 17,859 | | |
FINRA filing fee
|
| | | $ | 23,000 | | |
Transfer agent’s fees
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
Total
|
| | | $ | * | | |
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