1. Date of Board of Directors' resolution: 2026/05/11 2. Type of privately placed securities: Common shares 3. Private placement targets and their relationship with the company: Currently, there are no specific persons identified. The targets for this private placement of common shares are limited to specific persons who comply with Article 43-6 of the Securities Exchange Act and the Financial Supervisory Commission's Order No. 1120383220 dated September 12, 2023. The subscribers will primarily be strategic investors. (1) Method and purpose of selecting subscribers The main purpose is to select partners who will be beneficial to the company's future development, who can assist the company with various management and financial resources required for its operations, provide management techniques, integrate products, strengthen financial cost management, and assist in new product line business development, channel expansion, etc., thereby helping the company enhance its overall competitive advantage and other benefits for individuals or legal entities, with the aim of increasing the company's revenue and profitability. (2) Necessity Given the company's needs for existing or new product development and promotion, in order to enhance the company's competitive advantage, it plans to introduce strategic investors who can contribute to the company's existing products or future products and market development. (3) Expected benefits Through the resources of the subscribers, the company can accelerate opportunities in product and market development and help strengthen the company's overall competitiveness. 4. Number of privately placed shares or units: Up to 24,000 thousand shares. 5. Permissible private placement amount: The total amount of this private placement of common shares, within a limit not exceeding 24,000 thousand shares, will be conducted in four tranches within one year from the date of the shareholders' meeting resolution. 6. Basis and reasonableness of private placement price setting: (1) The price of this private placement of common shares will be set at no less than 80% of the higher of two benchmark prices: either the simple arithmetic average of the closing prices of common shares for one, three, or five business days preceding the pricing date, after deducting ex-rights and ex-dividend distributions and adding back capital reduction ex-rights, or the simple arithmetic average of the closing prices of common shares for thirty business days preceding the pricing date, after deducting ex-rights and ex-dividend distributions and adding back capital reduction ex-rights. (2) The actual pricing date and actual private placement price, within the range not lower than the percentage resolved by the shareholders' meeting, will be authorized to the board of directors to decide based on the situation of engaging specific persons in the future. (3) The basis for setting the aforementioned private placement price, in addition to complying with relevant regulations of the "Notes for Publicly Issued Companies Handling Private Placement of Securities," also considers that privately placed securities are restricted in their transfer targets and quantities for three years from the date of delivery, and cannot be reported to the competent authority for public issuance and listing before three years from delivery. Therefore, it should be considered reasonable. 7. Use of funds from this private placement: Uses of funds and expected benefits for the four tranches of private placement: A. First private placement: a. Use of private placement funds: To enrich working capital, repay bank loans, reinvest in subsidiaries, or invest in new businesses. b. Expected benefits: Improve working capital cash flow and financial structure, save interest expenses, strengthen the company's competitiveness, increase revenue and create profits, which will have a positive impact on shareholders' equity. B. Second private placement: a. Use of private placement funds: To enrich working capital, repay bank loans, reinvest in subsidiaries, or invest in new businesses. b. Expected benefits: Improve working capital cash flow and financial structure, save interest expenses, strengthen the company's competitiveness, increase revenue and create profits, which will have a positive impact on shareholders' equity. C. Third private placement: a. Use of private placement funds: To enrich working capital, repay bank loans, reinvest in subsidiaries, or invest in new businesses. b. Expected benefits: Improve working capital cash flow and financial structure, save interest expenses, strengthen the company's competitiveness, increase revenue and create profits, which will have a positive impact on shareholders' equity. D. Fourth private placement: a. Use of private placement funds: To enrich working capital, repay bank loans, reinvest in subsidiaries, or invest in new businesses. b. Expected benefits: Improve working capital cash flow and financial structure, save interest expenses, strengthen the company's competitiveness, increase revenue and create profits, which will have a positive impact on shareholders' equity. 8. Reasons for not adopting public offering: Considering the timeliness, convenience, and issuance costs of the capital market and capital raising, private placement is adopted to raise funds from specific persons at an appropriate time to achieve the purpose of rapidly injecting needed funds. 9. Independent directors' dissenting or reserved opinions: None 10. Actual pricing date: Not applicable 11. Reference price: Not applicable 12. Actual private placement price, conversion or subscription price: Not applicable 13. Rights and obligations of new shares from this private placement: The rights and obligations of these privately placed common shares are generally the same as the company's issued common shares. Except for transfer targets and quantities that comply with Article 43-8 of the Securities Exchange Act, they are restricted from transfer for three years from the date of delivery. After three years from the date of delivery, if they comply with relevant laws and regulations, an application can be made to the securities competent authority for supplementary public issuance and application for stock listing and trading. 14. For those with conversion, exchange, or subscription rights, the share conversion record date: Not applicable 15. For those with conversion, exchange, or subscription rights, the possible dilution of equity: Not applicable 16. For those with conversion or subscription rights, the possible impact on the ratio of listed common shares after the private placement of corporate bonds is delivered and assuming all are converted or subscribed to common shares (number of listed common shares A, A/issued common shares): Not applicable 17. If the aforementioned estimated listed common shares do not reach 60 million shares and do not reach 25%, please explain the low liquidity of equity:
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 2026/05/11