Tai Yang Announces Board Resolution on Pricing of First Private Placement of Common Shares in 2026

1. Date of Board Resolution: June 26, 2026
2. Type of Privately Placed Securities: Common Shares
3. Recipients of Private Placement and Their Relationship with the Company:
The intended recipients of this private placement of common shares are limited to specific qualified investors as defined under Article 43-6 of the Securities and Exchange Act.
4. Number of Shares Privately Placed: 82,304,000 shares
5. Authorized Private Placement Limit: Authorized by the shareholders’ meeting resolution on June 26, 2026, the total number of issued shares shall not exceed 100,000 thousand shares.
6. Basis and Reasonableness of Pricing:
(a) The simple arithmetic average closing prices of the common shares for the one, three, or five trading days preceding the pricing date, adjusted for bonus share issuances, dividends, and capital reduction reinstatement, were NT$14.05, NT$14.13, and NT$14.34, respectively. The five-day average of NT$14.34 was selected as the benchmark.
(b) The simple arithmetic average closing price over the 30 trading days prior to the pricing date, similarly adjusted, was NT$15.14.
(c) Based on the above, NT$15.14 was used as the reference price. Considering the impact on shareholders’ equity, the final private placement price was set at NT$12.15 per share, equivalent to 80% of the reference price. This price is not less than 80% of the reference price approved by the annual shareholders’ meeting, complying with legal requirements. The pricing is deemed reasonable, taking into account the company’s performance, future outlook, and recent market share prices.
7. Use of Proceeds from the Private Placement: To strengthen working capital and support long-term operational development.
8. Reasons for Not Conducting a Public Offering:
The company has opted for a private placement to ensure timeliness and feasibility in fundraising while effectively reducing capital costs. Compared to a public offering, which requires a public prospectus and may delay execution, a private placement allows the company to collaborate with specific qualified investors under Article 43-6 of the Securities and Exchange Act, aligning with actual needs and strategic plans. This enhances flexibility and efficiency in resource allocation. Additionally, the three-year transfer restriction on privately placed securities helps secure long-term cooperation with financial or strategic investors.
9. Dissenting or Reserved Opinions from Independent Directors: None
10. Actual Pricing Date: June 26, 2026
11. Reference Price: NT$15.14
12. Actual Private Placement Price, Conversion Price, or Subscription Price: NT$12.15
13. Rights and Obligations of the Newly Privately Placed Shares:
The rights and obligations of the privately placed common shares are generally identical to those of the company’s currently issued common shares. However, under the Securities and Exchange Act, these privately placed shares cannot be freely transferred for three years from the date of issuance, except as permitted under Article 43-8 of the Act. After three years from the issuance date, the shares may be freely transferred or submitted to the competent authority for supplementary public offering and listing procedures in accordance with relevant regulations.
14. Conversion, Exchange, or Subscription Benchmark Date (if applicable): Not applicable
15. Potential Dilution of Equity (if applicable): Not applicable
16. Impact on Listed Common Shares Ratio after Full Conversion (if applicable): Not applicable
17. Measures to Address Low Liquidity if Listed Shares Are Less Than 60 Million or 25%: Not applicable
18. Other Matters to be Disclosed:
Payment Period for the Private Placement: June 26, 2026, to June 30, 2026.
The payment period for the private placement shall be completed within 15 days from the board’s pricing resolution date, in accordance with the 'Guidelines for Privately Placing Securities by Publicly Issued Companies.' However, if regulatory approval is required, the payment must be completed within 15 days of receiving such approval.