[Shangyao] Board of Directors' Resolution on Pricing and Related Matters for Private Placement of Common Shares
Shangyao has decided to proceed with a private placement of 25.7 million common shares at NT$9.74 per share to strengthen its operating capital, enhance competitiveness, and improve operational efficiency. The placement targets specific subscribers, including Chairman Chang Yu-Ming.
📋 Article Processing Timeline
- 📰 Published: April 28, 2026 at 09:00
- 🔍 Collected: April 29, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 29, 2026 at 08:42 (42 min after Collected)
1. Date of board resolution: 2026/04/28
2. Type of privately placed securities: Common shares
3. Private placement subscribers and their relationship with the company:
According to Article 43-6 of the Securities and Exchange Act, the subscribers for this private placement of cash capital increase are selected as follows:
Subscriber list:
Name Relationship with the company
Chang Yu-Ming Chairman of the Company
4. Number of privately placed shares: 25,700,000 shares
5. Permissible private placement quota: 50,000,000 shares
6. Basis and reasonableness of private placement price determination: The pricing of this private placement shall not be lower than 80% of the simple arithmetic average of the closing price of common shares chosen from the first, third, or fifth business day prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratuitous share issuance and adding back reverse stock splits after capital reduction. It shall also not be lower than 80% of the simple arithmetic average of the closing price of common shares for the 30 business days prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratuitous share issuance and adding back reverse stock splits after capital reduction. The price for this private placement is NT$9.74.
7. Purpose of this private placement: The capital raised will be used to replenish the company's operating capital. The execution of this plan will strengthen the company's competitiveness, improve operational efficiency, and save on interest expenses, which will also positively benefit shareholders' equity.
8. Reasons for not adopting public offering: Considering the timeliness, convenience, issuance costs, and shareholding stability of capital raising, if capital were raised through a public offering of securities, it might not be easy to obtain the required funds smoothly in the short term. Therefore, a private placement is adopted.
9. Objections or reservations from independent directors: Not applicable
10. Actual pricing date: 2026/04/28
11. Reference price: NT$12.17
12. Actual private placement price, conversion or subscription price: NT$9.74
13. Rights and obligations of the new shares in this private placement: The rights and obligations of the new shares in this private placement are the same as the company's existing common shares. However, in accordance with the Securities and Exchange Act, the common shares in this private placement shall not be freely transferred within three years after delivery. After three years from delivery, the company plans to apply for listing and trading with the competent authority in accordance with relevant regulations of the Securities and Exchange Act.
14. Record date for conversion, exchange or subscription if applicable: Not applicable
15. Dilution impact on equity if conversion, exchange or subscription is applicable: Not applicable
16. Potential impact on the ratio of listed common shares after the delivery of privately placed corporate bonds and assuming full conversion or subscription to common shares (listed common shares A, A/total outstanding common shares): Not applicable
17. If the aforementioned projected listed common shares are less than 60 million shares and less than 25%, please explain the countermeasures for low share liquidity: Not applicable
18. Other matters that need to be specified:
(1) Payment period for this private placement: April 28, 2026 to April 30, 2026.
(2) Record date for this private placement capital increase: April 30, 2026.
(3) If there are changes in laws and regulations, or amendments approved by the competent authority, or any outstanding matters, or changes due to objective circumstances regarding the issuance of new shares in this private placement, the Chairman is authorized to act according to the financial market conditions and sign relevant contracts and documents and handle related matters on behalf of the company.
(4) The Chairman is authorized to adjust and determine the aforementioned payment operations and capital increase record date based on the situation of specific subscribers or changes in objective factors.
(5) This proposal was reviewed and approved by the 5th meeting of the 2nd Audit Committee on April 28, 2026, and submitted to the Board of Directors for resolution.
2. Type of privately placed securities: Common shares
3. Private placement subscribers and their relationship with the company:
According to Article 43-6 of the Securities and Exchange Act, the subscribers for this private placement of cash capital increase are selected as follows:
Subscriber list:
Name Relationship with the company
Chang Yu-Ming Chairman of the Company
4. Number of privately placed shares: 25,700,000 shares
5. Permissible private placement quota: 50,000,000 shares
6. Basis and reasonableness of private placement price determination: The pricing of this private placement shall not be lower than 80% of the simple arithmetic average of the closing price of common shares chosen from the first, third, or fifth business day prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratuitous share issuance and adding back reverse stock splits after capital reduction. It shall also not be lower than 80% of the simple arithmetic average of the closing price of common shares for the 30 business days prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratuitous share issuance and adding back reverse stock splits after capital reduction. The price for this private placement is NT$9.74.
7. Purpose of this private placement: The capital raised will be used to replenish the company's operating capital. The execution of this plan will strengthen the company's competitiveness, improve operational efficiency, and save on interest expenses, which will also positively benefit shareholders' equity.
8. Reasons for not adopting public offering: Considering the timeliness, convenience, issuance costs, and shareholding stability of capital raising, if capital were raised through a public offering of securities, it might not be easy to obtain the required funds smoothly in the short term. Therefore, a private placement is adopted.
9. Objections or reservations from independent directors: Not applicable
10. Actual pricing date: 2026/04/28
11. Reference price: NT$12.17
12. Actual private placement price, conversion or subscription price: NT$9.74
13. Rights and obligations of the new shares in this private placement: The rights and obligations of the new shares in this private placement are the same as the company's existing common shares. However, in accordance with the Securities and Exchange Act, the common shares in this private placement shall not be freely transferred within three years after delivery. After three years from delivery, the company plans to apply for listing and trading with the competent authority in accordance with relevant regulations of the Securities and Exchange Act.
14. Record date for conversion, exchange or subscription if applicable: Not applicable
15. Dilution impact on equity if conversion, exchange or subscription is applicable: Not applicable
16. Potential impact on the ratio of listed common shares after the delivery of privately placed corporate bonds and assuming full conversion or subscription to common shares (listed common shares A, A/total outstanding common shares): Not applicable
17. If the aforementioned projected listed common shares are less than 60 million shares and less than 25%, please explain the countermeasures for low share liquidity: Not applicable
18. Other matters that need to be specified:
(1) Payment period for this private placement: April 28, 2026 to April 30, 2026.
(2) Record date for this private placement capital increase: April 30, 2026.
(3) If there are changes in laws and regulations, or amendments approved by the competent authority, or any outstanding matters, or changes due to objective circumstances regarding the issuance of new shares in this private placement, the Chairman is authorized to act according to the financial market conditions and sign relevant contracts and documents and handle related matters on behalf of the company.
(4) The Chairman is authorized to adjust and determine the aforementioned payment operations and capital increase record date based on the situation of specific subscribers or changes in objective factors.
(5) This proposal was reviewed and approved by the 5th meeting of the 2nd Audit Committee on April 28, 2026, and submitted to the Board of Directors for resolution.