1. Date of board resolution: 115/05/13 (May 13, 2026) 2. Type of privately placed securities: Common shares 3. Private placement subscribers and their relationship with the company: The eligible subscribers for this private placement of common shares are limited to those stipulated in Article 43-6 of the Securities Exchange Act and Financial Supervisory Commission Order No. 1120383220 dated September 12, 2023. The process will follow relevant regulations. If subscribers are company insiders or related parties, the company will select those who have a strong understanding of the company's operations and are beneficial to its future operations, aiming to strengthen the shareholder structure, support the company's long-term development, and improve its financial health, thereby enhancing shareholder equity. However, this list is only for potential subscribers and does not imply that these insiders or related parties have agreed to subscribe to the company's private placement common shares; the possible list of subscribers is as follows:
Possible Subscribers Relationship with the Company --------------------------- ----------------------------------------- Shi Hao-Ji Chairman of the Company Zeng Bai-Hu Director of the Company He Zhao-Yang Director of the Company Zhang Jia-Ling Corporate Director Representative of the Company Golden Intelligence AI Investment Co., Ltd. Corporate Director of the Company
For corporate entities on the above list: Golden Intelligence AI Investment Co., Ltd.; its top ten shareholders by shareholding ratio, their shareholding ratio, and their relationship with the company are as follows:
Top Ten Shareholders of the Corporation Shareholding Ratio Relationship with the Company ------------------------------------- ----------------- ----------------------------------------------- Zhiyin Future Technology Limited Partnership 90.91% Major shareholder of the 13th corporate director candidate of the Company Chen Wen-Wei 9.09% Responsible person of the 13th corporate director candidate of the Company
4. Number of privately placed shares or units: Not exceeding 20,000 thousand common shares. 5. Authorized private placement quota: Within the limit of not exceeding 20,000 thousand shares, the board of directors is authorized, from the date of the shareholders' meeting resolution, to set prices and conduct the private placement not more than three times within one year. 6. Basis and reasonableness for determining the private placement price: I. The reference price will be determined based on the higher of the following two criteria: 1. The simple arithmetic average of the closing prices of common shares on one, three, or five business days before the pricing date, after deducting rights issue and cash dividends, and adding back capital reduction reverse rights. 2. The simple arithmetic average of the closing prices of common shares on thirty business days before the pricing date, after deducting rights issue and cash dividends, and adding back capital reduction reverse rights. II. The actual issuance price of this private placement shall not be lower than the par value of the stock: 1. If the subscriber is a company insider or related party, in compliance with Article 4, Paragraph 1, Subparagraph 2 of the "Notes on Private Placement of Securities by Publicly Issued Companies," the issuance price is proposed to be no less than 80% of the reference price. 2. If the subscriber is a strategic investor, the issuance price is proposed to be no less than 80% of the reference price. 3. The actual pricing date and actual private placement price are proposed to be determined by the board of directors, subject to the authorization of the shareholders' meeting within the resolution percentage, considering the specific subscribers and market conditions at that time. 4. This private placement will only apply a single pricing basis; there shall be no different issuance prices for shares issued in the same placement. III. The terms and conditions for the private placement of securities are established because the Securities Exchange Act imposes a three-year transfer restriction on privately placed securities and strictly regulates the qualifications of subscribers. The determination of this private placement price complies with relevant regulations of the competent authority, and also considers the company's operating performance, most recent net worth, and recent stock prices, thus the pricing method is considered reasonable. 7. Purpose of funds raised from this private placement: Replenish working capital, repay bank loans, reinvest, or other purposes. 8. Reason for not adopting a public offering: Considering capital market conditions, the timeliness, feasibility, and issuance cost of capital raising, as well as the actual needs of introducing investors, private placement offers speed and simplicity. Therefore, instead of a public offering, it is proposed to authorize the board of directors to conduct private placement based on the company's operational needs, to effectively enhance the flexibility and agility of fundraising. 9. Objections or reservations from independent directors: None. 10. Actual pricing date: Not yet determined. 11. Reference price: Not yet determined. 12. Actual private placement price, conversion or subscription price: Not yet determined. 13. Rights and obligations of new shares from this private placement: The rights and obligations of the common shares from this private placement are the same as the company's existing common shares. However, according to the "Securities Exchange Act," privately placed common shares are subject to a three-year transfer restriction from the date of delivery, except for transfers to beneficiaries specified in Article 43-8 of the "Securities Exchange Act." The company will apply for public offering and listing after three years from the delivery date, in accordance with the "Securities Exchange Act" and relevant regulations. 14. Record date for conversion, exchange, or subscription: Not applicable. 15. Potential dilution of equity with conversion, exchange, or subscription: Not applicable. 16. Potential impact on the ratio of listed common shares after 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. For the preceding item, if the estimated listed common shares do not reach 60 million shares and do not reach 25%, please explain the measures to address low equity liquidity: Not applicable. Keywords: Material Information
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 115/05/13