1. Board Meeting Date: 115/07/06 2. Shareholders' Meeting Date: Scheduled for 115/09/02 3. Name of Subsidiary Applying for Overseas Securities Market Listing: Chaoying Electronics Circuit Co., Ltd. (hereinafter referred to as "Chaoying Electronics") 4. Purpose of Applying for Overseas Securities Market Listing: To broaden the international financing channels for Chaoying Electronics, a subsidiary of the Company, enhance its global brand image and reputation, meet the needs of Chaoying Electronics' international business development, and further advance its globalization strategy. 5. Impact of the Overseas Listing Application on the Company's Financial and Business Operations: (1) Financial Impact: 1. If Chaoying Electronics successfully lists on the Hong Kong Stock Exchange, the net proceeds from the issuance will primarily be used for capacity expansion and upgrades at its Thailand and Huangshi plants, R&D investments, working capital supplementation, and general corporate purposes. Once funds are secured, they can be used to expand production lines, increase capacity, strengthen business competitiveness, and contribute to increased group profitability and shareholder equity. 2. The listing will provide a more efficient fundraising environment for Chaoying Electronics’ future operational and capital expenditure needs, optimize the financial structure of the Company’s group, and reduce financial expenses. 3. It will increase the total assets and net asset scale of the Company’s group, further strengthen its capital base, and enable the pursuit of maximum benefits for shareholders. 4. From a shareholding structure perspective, the Company will continue to maintain substantive control over Chaoying Electronics through its wholly-owned domestic investment entity, Ding Ying Electronics Co., Ltd., which in turn wholly owns the offshore subsidiary Wintek (MAURITIUS) Co., Ltd., which wholly owns the Singapore-based Dynamic Electronics Holding Pte. Ltd. (2) Business Impact: Chaoying Electronics is a professional printed circuit board (PCB) manufacturing service provider, engaged in the research, production, and sale of PCBs. Its products are currently applied in fields such as electric vehicles, ADAS, storage devices, servers, and network communication products. Through the listing and fundraising, Chaoying Electronics can enhance its R&D and production capabilities, strengthen its international competitiveness in high-end and AI PCB fields, and further increase market share and group profitability. Listing Chaoying Electronics in Hong Kong will help further enhance the Company group’s international image, attract top talent, ensure the stability of core employees, and strengthen their loyalty to the Company, thereby providing a human resource advantage for business expansion and improving the development prospects of the Company group. 6. Planned Organizational Structure and Business Adjustment Methods: No adjustments 7. Impact of Planned Organizational and Business Adjustments on the Company: (1) The Company will continue to hold its equity in Chaoying Electronics through its offshore subsidiaries Wintek (MAURITIUS) Co., Ltd. and Dynamic Electronics Holding Pte. Ltd. The organizational structure of Chaoying Electronics and its subsidiaries will remain unchanged, thus having no impact on the Company’s investment structure. (2) Chaoying Electronics will not make any adjustments to its organizational structure or business nature. By raising funds through the listing, it will enhance corporate value, which will have a positive impact on the Company’s long-term and stable development. 8. Method of Equity Dilution and Expected Reduction in Shareholding (or Capital Contribution) Ratio: Chaoying Electronics plans to list on the Hong Kong Stock Exchange with a par value of RMB 1.00 per share. According to the regulations of the listing jurisdiction, the number of new shares to be issued will not exceed 15% of the total post-issuance share capital of Chaoying Electronics. The lead underwriter will be granted an over-allotment option of up to 15% of the aforementioned newly issued shares. However, the final listing exchange, issuance size, and other details will be subject to authorization by the shareholders’ meeting to the Company’s board of directors and/or Chaoying Electronics’ board of directors or their authorized representatives, who will determine them in consultation with the lead underwriter, considering Hong Kong laws and regulations, funding needs, communication with the Hong Kong Stock Exchange, and market conditions. 9. Basis for Pricing: The issue price will be determined in accordance with the Hong Kong Stock Exchange listing rules, Hong Kong laws, and other regulatory requirements. However, the final listing exchange, listing segment, issuance size, public shareholder ownership ratio, and issue price will be subject to authorization by the shareholders’ meeting to the Company’s board of directors and/or Chaoying Electronics’ board of directors or their authorized representatives, who will determine them in consultation with the lead underwriter, considering local laws and regulations, funding needs, communication with securities regulators, and market conditions. 10. Equity (or Capital Contribution) Transferees or Specific Parties Engaged: The new shares issued for the listing will be offered to qualified institutional investors and eligible parties in compliance with the Hong Kong Stock Exchange listing rules, Hong Kong laws, and other regulatory requirements. 11. Impact on the Company’s Continued Listing: The application for Chaoying Electronics to list on the Hong Kong Stock Exchange will be conducted in accordance with the Hong Kong Stock Exchange listing rules, Hong Kong laws, and other regulatory requirements. The Company will retain control over Chaoying Electronics, and under the investment structure, Chaoying Electronics will remain a controlled subsidiary of the Company. The interests of existing shareholders will be fully protected; therefore, this will not affect the Company’s continued listing in Taiwan. 12. Date on Which the Special Committee (or Audit Committee) Reviewed the Above Matters (Items 4 to 11): 115/07/06 13. Other Matters to be Disclosed: (1) Considering the long-term development of Chaoying Electronics, the Company plans to apply to the Hong Kong Stock Exchange for this listing. However, the formal application has not yet been submitted, and the timing and duration of the future application process remain uncertain and unpredictable. (2) To proceed with this listing, after the board resolution is passed, the Company intends to seek authorization from its shareholders’ meeting to empower the Company’s board of directors or its authorized representatives, and/or Chaoying Electronics’ board of directors or their authorized representatives, to fully manage all matters related to the listing based on implementation progress, opinions from relevant government authorities, listing jurisdiction laws, market conditions, or actual circumstances. This includes, but is not limited to, appointing professional advisors, determining issuance conditions, timing, size, targets, methods, pricing (including price range and final pricing), benchmark date for capital increase, whether to conduct strategic placements (including allocation ratio and targets), use of proceeds, issuing commitment letters, and handling all other listing-related matters. (3) This issuance will be conducted in compliance with the Hong Kong Stock Exchange listing rules, Hong Kong laws, Taiwan Stock Exchange regulations, other regulatory requirements, and Hong Kong listing conditions, and is subject to approval, filing, consent, and/or authorization from relevant government agencies, regulatory bodies, and stock exchanges such as the China Securities Regulatory Commission (CSRC), the Hong Kong Securities and Futures Commission (SFC), and the Hong Kong Stock Exchange.

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  • Source: PR Times
  • Category: Funding
  • Dates in source: 115/07/06 / 115/09/02