[Hongxu-KY] Announcement of Board of Directors' Resolution to Consider Private Placement of Common Shares or Convertible Bonds by One Method
Hongxu-KY's board of directors resolved on April 14, 2026, to consider a private placement of common shares or convertible bonds to strengthen competitiveness and improve financial structure, aiming to raise up to NT$400 million.
📋 Article Processing Timeline
- 📰 Published: April 14, 2026 at 09:00
- 🔍 Collected: April 15, 2026 at 11:00 (26h 0m after Published)
- 🤖 AI Analyzed: April 19, 2026 at 04:43 (89h 43m after Collected)
1. Date of Board Resolution: 115/04/14 (April 14, 2026, ROC Calendar)
2. Type of Securities for Private Placement: Private placement of common shares and/or private placement of convertible bonds.
3. Target Investors and Relationship with the Company: The target of this private placement of securities shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities Transaction Act. Currently, the intended subscribers are tentatively planned to be primarily insiders, related parties, or strategic investors. The matter of approaching specific individuals is submitted to the shareholders' meeting for authorization of the board of directors to handle it with full power.
4. Number of Shares or Lots for Private Placement: The private placement of common shares shall be capped at 40,000,000 shares, and the private placement of unsecured domestic convertible bonds shall be capped at 4,000 lots. The company will select one method or a combination thereof, at an appropriate time and depending on market conditions, to conduct the placement once. The raised funds will serve to strengthen the company's competitiveness, improve its financial structure, and enhance operational efficiency.
5. Quota for Private Placement: Within the total proposed fundraising amount of NT$400,000,000, authorization is requested for the private placement of common shares up to 40,000,000 shares and unsecured domestic convertible bonds up to 4,000 lots, to be conducted either by one method or a combination thereof.
6. Basis and Reasonableness of Private Placement Price Determination:
1. The pricing of the company's private placement of common shares shall not be lower than 80% of the reference price. The reference price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction.
2. The pricing of the company's private placement of domestic convertible bonds shall not be lower than 80% of the theoretical price. The theoretical price shall be determined by a pricing model that covers and simultaneously considers all rights included in the issuance terms. The conversion price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, and shall not be lower than 80% of the reference price.
3. The pricing of the per-share price for the private placement of common shares and the conversion price of the private placement of domestic convertible bonds shall comply with the relevant regulations of the competent authorities, consider the company's operating status and common stock market prices, and be determined accordingly. The pricing method should be reasonable. Therefore, the actual pricing date and actual price are submitted to the shareholders' meeting for authorization of the board of directors to decide based on market conditions and the status of negotiations with specific individuals, within the range approved by the shareholders' meeting.
7. Purpose of Funds Raised in This Private Placement: The estimated use of funds for this fundraising plan is to supplement operating capital, repay company debt, invest in subsidiaries, improve the financial structure, and meet the funding needs for the company's future long-term development. These are expected to strengthen the company's competitiveness and enhance operational efficiency, which will be beneficial to shareholder equity.
8. Reason for Not Adopting Public Offering:
Reason for not adopting public offering: The company intends to issue new cash shares and unsecured convertible bonds through private placement to improve its financial structure, supplement operating capital, repay company debt, invest in subsidiaries, respond to industry development trends, and meet company operational needs. Due to the rapid and convenient nature of private placement operations, it is easier to obtain the required funds within a short period. Therefore, the private placement will be conducted in accordance with relevant regulations such as the Company Act and the Securities Transaction Act.
9. Independent Directors' Dissenting or Reserved Opinions: None.
10. Actual Pricing Date:
The actual issuance price is proposed to be submitted to the shareholders' meeting for authorization of the board of directors to determine based on legal regulations, within the pricing basis and ratio range resolved by the shareholders' meeting, and referencing prevailing market and company conditions.
11. Reference Price:
1. The pricing of the company's private placement of common shares shall not be lower than 80% of the reference price. The reference price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction.
2. The pricing of the company's private placement of domestic convertible bonds shall not be lower than 80% of the theoretical price. The theoretical price shall be determined by a pricing model that covers and simultaneously considers all rights included in the issuance terms. The conversion price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, and shall not be lower than 80% of the reference price.
12. Actual Private Placement Price, Conversion, or Subscription Price: The actual pricing date and actual price are submitted to the shareholders' meeting for authorization of the board of directors to decide based on market conditions and the status of negotiations with specific individuals, within the range approved by the shareholders' meeting.
13. Rights and Obligations of Newly Issued Shares in This Private Placement: The privately placed common shares and unsecured convertible bonds are restricted from transfer for three years from the delivery date, except for transferees permitted by Article 43-8 of the Securities Transaction Act. After three years from the delivery date of the privately placed common shares, an application to conduct public issuance will be submitted to the competent authorities after obtaining a letter of consent from the Taiwan Stock Exchange or the GreTai Securities Market that meets the listing/trading standards, and only then can an application for listing/trading be filed.
14. For Convertible, Exchangeable, or Warrants: Conversion Basis Date: Not applicable.
15. For Convertible, Exchangeable, or Warrants: Potential Dilution of Equity: Not applicable.
16. For Convertible or Warrants: Possible Impact on Listed Common Share Equity Ratio after Delivery of Private Placement Bonds and Assuming Full Conversion or Subscription of Common Shares (Listing
Keywords: Major Information
2. Type of Securities for Private Placement: Private placement of common shares and/or private placement of convertible bonds.
3. Target Investors and Relationship with the Company: The target of this private placement of securities shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities Transaction Act. Currently, the intended subscribers are tentatively planned to be primarily insiders, related parties, or strategic investors. The matter of approaching specific individuals is submitted to the shareholders' meeting for authorization of the board of directors to handle it with full power.
4. Number of Shares or Lots for Private Placement: The private placement of common shares shall be capped at 40,000,000 shares, and the private placement of unsecured domestic convertible bonds shall be capped at 4,000 lots. The company will select one method or a combination thereof, at an appropriate time and depending on market conditions, to conduct the placement once. The raised funds will serve to strengthen the company's competitiveness, improve its financial structure, and enhance operational efficiency.
5. Quota for Private Placement: Within the total proposed fundraising amount of NT$400,000,000, authorization is requested for the private placement of common shares up to 40,000,000 shares and unsecured domestic convertible bonds up to 4,000 lots, to be conducted either by one method or a combination thereof.
6. Basis and Reasonableness of Private Placement Price Determination:
1. The pricing of the company's private placement of common shares shall not be lower than 80% of the reference price. The reference price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction.
2. The pricing of the company's private placement of domestic convertible bonds shall not be lower than 80% of the theoretical price. The theoretical price shall be determined by a pricing model that covers and simultaneously considers all rights included in the issuance terms. The conversion price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, and shall not be lower than 80% of the reference price.
3. The pricing of the per-share price for the private placement of common shares and the conversion price of the private placement of domestic convertible bonds shall comply with the relevant regulations of the competent authorities, consider the company's operating status and common stock market prices, and be determined accordingly. The pricing method should be reasonable. Therefore, the actual pricing date and actual price are submitted to the shareholders' meeting for authorization of the board of directors to decide based on market conditions and the status of negotiations with specific individuals, within the range approved by the shareholders' meeting.
7. Purpose of Funds Raised in This Private Placement: The estimated use of funds for this fundraising plan is to supplement operating capital, repay company debt, invest in subsidiaries, improve the financial structure, and meet the funding needs for the company's future long-term development. These are expected to strengthen the company's competitiveness and enhance operational efficiency, which will be beneficial to shareholder equity.
8. Reason for Not Adopting Public Offering:
Reason for not adopting public offering: The company intends to issue new cash shares and unsecured convertible bonds through private placement to improve its financial structure, supplement operating capital, repay company debt, invest in subsidiaries, respond to industry development trends, and meet company operational needs. Due to the rapid and convenient nature of private placement operations, it is easier to obtain the required funds within a short period. Therefore, the private placement will be conducted in accordance with relevant regulations such as the Company Act and the Securities Transaction Act.
9. Independent Directors' Dissenting or Reserved Opinions: None.
10. Actual Pricing Date:
The actual issuance price is proposed to be submitted to the shareholders' meeting for authorization of the board of directors to determine based on legal regulations, within the pricing basis and ratio range resolved by the shareholders' meeting, and referencing prevailing market and company conditions.
11. Reference Price:
1. The pricing of the company's private placement of common shares shall not be lower than 80% of the reference price. The reference price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction.
2. The pricing of the company's private placement of domestic convertible bonds shall not be lower than 80% of the theoretical price. The theoretical price shall be determined by a pricing model that covers and simultaneously considers all rights included in the issuance terms. The conversion price shall be determined by selecting the higher of the simple arithmetic average of the closing prices of common shares on the day before, three days before, or five days before the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, or the simple arithmetic average of the closing prices of common shares over the thirty business days prior to the pricing date, after deducting ex-rights/ex-dividend and adding back ex-reverse stock split/ex-capital reduction, and shall not be lower than 80% of the reference price.
12. Actual Private Placement Price, Conversion, or Subscription Price: The actual pricing date and actual price are submitted to the shareholders' meeting for authorization of the board of directors to decide based on market conditions and the status of negotiations with specific individuals, within the range approved by the shareholders' meeting.
13. Rights and Obligations of Newly Issued Shares in This Private Placement: The privately placed common shares and unsecured convertible bonds are restricted from transfer for three years from the delivery date, except for transferees permitted by Article 43-8 of the Securities Transaction Act. After three years from the delivery date of the privately placed common shares, an application to conduct public issuance will be submitted to the competent authorities after obtaining a letter of consent from the Taiwan Stock Exchange or the GreTai Securities Market that meets the listing/trading standards, and only then can an application for listing/trading be filed.
14. For Convertible, Exchangeable, or Warrants: Conversion Basis Date: Not applicable.
15. For Convertible, Exchangeable, or Warrants: Potential Dilution of Equity: Not applicable.
16. For Convertible or Warrants: Possible Impact on Listed Common Share Equity Ratio after Delivery of Private Placement Bonds and Assuming Full Conversion or Subscription of Common Shares (Listing
Keywords: Major Information