[Poray] Announcement: Subsidiary Poray Management Consulting Co., Ltd. Resolves to Subscribe to Private Placement Common Shares of Morning Sun Biotechnology Co., Ltd.
Poray announced that its subsidiary, Poray Management Consulting Co., Ltd., will subscribe to private placement shares of Morning Sun Biotechnology Co., Ltd. for NT$596.2 million. This investment is intended to accelerate overseas business expansion and enhance competitiveness.
📋 Article Processing Timeline
- 📰 Published: May 5, 2026 at 09:00
- 🔍 Collected: May 6, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 6, 2026 at 08:48 (48 min after Collected)
1. Name and nature of the target item (if it is preferred stock, specify the terms of preferred stock issuance, such as dividend rate, etc.):
Private placement common shares of Morning Sun Biotechnology Co., Ltd.
2. Date of occurrence: 115/05/05
3. Transaction quantity, unit price, and total transaction amount:
Transaction quantity: 10,840,000 shares
Unit price: NT$55
Total transaction amount: NT$596,200,000
4. Counterparty to the transaction and its relationship with the company (if the counterparty is a natural person and not a related party of the company, their name may be omitted):
(1) Counterparty: Morning Sun Biotechnology Co., Ltd.
(2) Relationship with the company: A subsidiary accounted for by the equity method and included in consolidated financial statements.
5. If the counterparty is a related party, the reason for selecting the related party as the counterparty, the previous owner, the relationship between the previous owner, the company, and the counterparty, the date of previous transfer, and the transaction amount must also be announced:
Not applicable
6. If the owner of the subject matter has been a related party of the company within the last five years, the date of acquisition and disposal by the related party, the price, and the relationship with the company at the time of the transaction must also be announced:
Not applicable
7. Matters related to the disposal of claims (including the types of collateral attached to the claims being disposed of, and if the claims disposed of are claims against a related party, the name of the related party and the book value of the claims against the related party being disposed of must be announced):
Not applicable
8. Disposal profit (or loss) (not applicable for acquisition of securities) (if deferred, list the recognition status):
Not applicable
9. Delivery or payment terms (including payment period and amount), contract restrictions, and other important agreed matters:
Cash capital increase to be carried out according to the schedule for the private placement of common shares of Morning Sun Biotechnology Co., Ltd.
10. Decision-making method for this transaction, basis for price determination, and decision-making unit:
Decision-making method for this transaction: Resolved based on the private placement price determined by Morning Sun Biotechnology Co., Ltd.
Basis for price determination: Opinion on the reasonableness of the private placement common share price.
Decision-making unit: Board of Directors
11. Net asset value per share of the company whose securities are acquired or disposed of: 54.00
12. Is the gap between the private placement reference price and the per-share transaction amount of the target company's securities 20% or more? No
13. As of the present, the cumulative quantity, amount, shareholding ratio, and any restrictions on rights (such as pledges) of the securities held in this transaction (including this transaction):
Poray Management Consulting:
(1) Cumulative quantity held: 10,840,000 shares
(2) Total amount: NT$596,200 thousand
(3) Shareholding ratio: 6.31%
(4) Restrictions on rights: None
Poray Pharmaceutical:
(1) Cumulative quantity held: 21,615,098 shares
(2) Total amount: NT$1,173,072 thousand
(3) Shareholding ratio: 35.79%
(4) Restrictions on rights: None
Total:
(1) Cumulative quantity held: 32,455,098 shares
(2) Total amount: NT$1,769,272 thousand
(3) Shareholding ratio: 42.10%
(4) Restrictions on rights: None
14. As of the present, the proportion of private placement securities investment (including this transaction) to the total assets and equity attributable to the parent company owner in the company's latest financial statements, and the amount of working capital in the latest financial statements:
(1) Proportion of total assets in the parent company's latest financial statements: 1.87%
(2) Proportion of equity attributable to the parent company owner in the parent company's latest financial statements: 3.88%
(3) Amount of working capital in the latest financial statements: (NT$3,793,203) thousand
15. Managerial and brokerage fees:
Not applicable
16. Specific purpose or use of the acquisition or disposal:
To accelerate overseas business expansion and enhance competitiveness.
17. Opinions of dissenting directors on this transaction:
None
18. Is this transaction a related party transaction?
Yes
19. Date of board approval:
May 5, 115
20. Date of approval by supervisor or audit committee:
May 5, 115
21. Did the accountant issue an opinion of unreasonableness for this transaction? No
22. Name of accounting firm:
Lian Li Taiwan United Certified Public Accountants
23. Name of accountant:
Chou Chih-hsien
24. Accountant's practice certificate number:
Tai-Tsai-Cheng-Teng-Liu-Tze-Number-3209
25. Other explanatory matters:
None
Private placement common shares of Morning Sun Biotechnology Co., Ltd.
2. Date of occurrence: 115/05/05
3. Transaction quantity, unit price, and total transaction amount:
Transaction quantity: 10,840,000 shares
Unit price: NT$55
Total transaction amount: NT$596,200,000
4. Counterparty to the transaction and its relationship with the company (if the counterparty is a natural person and not a related party of the company, their name may be omitted):
(1) Counterparty: Morning Sun Biotechnology Co., Ltd.
(2) Relationship with the company: A subsidiary accounted for by the equity method and included in consolidated financial statements.
5. If the counterparty is a related party, the reason for selecting the related party as the counterparty, the previous owner, the relationship between the previous owner, the company, and the counterparty, the date of previous transfer, and the transaction amount must also be announced:
Not applicable
6. If the owner of the subject matter has been a related party of the company within the last five years, the date of acquisition and disposal by the related party, the price, and the relationship with the company at the time of the transaction must also be announced:
Not applicable
7. Matters related to the disposal of claims (including the types of collateral attached to the claims being disposed of, and if the claims disposed of are claims against a related party, the name of the related party and the book value of the claims against the related party being disposed of must be announced):
Not applicable
8. Disposal profit (or loss) (not applicable for acquisition of securities) (if deferred, list the recognition status):
Not applicable
9. Delivery or payment terms (including payment period and amount), contract restrictions, and other important agreed matters:
Cash capital increase to be carried out according to the schedule for the private placement of common shares of Morning Sun Biotechnology Co., Ltd.
10. Decision-making method for this transaction, basis for price determination, and decision-making unit:
Decision-making method for this transaction: Resolved based on the private placement price determined by Morning Sun Biotechnology Co., Ltd.
Basis for price determination: Opinion on the reasonableness of the private placement common share price.
Decision-making unit: Board of Directors
11. Net asset value per share of the company whose securities are acquired or disposed of: 54.00
12. Is the gap between the private placement reference price and the per-share transaction amount of the target company's securities 20% or more? No
13. As of the present, the cumulative quantity, amount, shareholding ratio, and any restrictions on rights (such as pledges) of the securities held in this transaction (including this transaction):
Poray Management Consulting:
(1) Cumulative quantity held: 10,840,000 shares
(2) Total amount: NT$596,200 thousand
(3) Shareholding ratio: 6.31%
(4) Restrictions on rights: None
Poray Pharmaceutical:
(1) Cumulative quantity held: 21,615,098 shares
(2) Total amount: NT$1,173,072 thousand
(3) Shareholding ratio: 35.79%
(4) Restrictions on rights: None
Total:
(1) Cumulative quantity held: 32,455,098 shares
(2) Total amount: NT$1,769,272 thousand
(3) Shareholding ratio: 42.10%
(4) Restrictions on rights: None
14. As of the present, the proportion of private placement securities investment (including this transaction) to the total assets and equity attributable to the parent company owner in the company's latest financial statements, and the amount of working capital in the latest financial statements:
(1) Proportion of total assets in the parent company's latest financial statements: 1.87%
(2) Proportion of equity attributable to the parent company owner in the parent company's latest financial statements: 3.88%
(3) Amount of working capital in the latest financial statements: (NT$3,793,203) thousand
15. Managerial and brokerage fees:
Not applicable
16. Specific purpose or use of the acquisition or disposal:
To accelerate overseas business expansion and enhance competitiveness.
17. Opinions of dissenting directors on this transaction:
None
18. Is this transaction a related party transaction?
Yes
19. Date of board approval:
May 5, 115
20. Date of approval by supervisor or audit committee:
May 5, 115
21. Did the accountant issue an opinion of unreasonableness for this transaction? No
22. Name of accounting firm:
Lian Li Taiwan United Certified Public Accountants
23. Name of accountant:
Chou Chih-hsien
24. Accountant's practice certificate number:
Tai-Tsai-Cheng-Teng-Liu-Tze-Number-3209
25. Other explanatory matters:
None