[Excelsior Medical] Board of Directors' Resolution to Conduct a Private Placement of Common Shares
Excelsior Medical's board approved a private placement of up to 20 million common shares targeting strategic investors. The funds will be used for working capital, and the private nature ensures a long-term partnership due to a 3-year lock-up period.
📋 Article Processing Timeline
- 📰 Published: April 22, 2026 at 09:00
- 🔍 Collected: April 23, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 23, 2026 at 14:03 (6h 3m after Collected)
1. Date of the board of directors' resolution: 115/04/22
2. Type of privately placed securities: Common shares
3. Target of private placement and relationship with the company: Strategic investors; None.
4. Number of privately placed shares or units: Within the limit of 20,000,000 shares.
5. Maximum amount of private placement: Within the limit of 20,000,000 shares.
6. Basis and reasonableness of the private placement pricing:
(1) The price of the privately placed common shares shall not be lower than 80% of the reference price. The reference price is the higher of the following two calculations:
(a) The simple arithmetic average of the closing price of the common shares one, three, or five business days prior to the pricing date, adjusted for free stock dividends, cash dividends, and capital reduction.
(b) The simple arithmetic average of the closing price of the common shares thirty business days prior to the pricing date, adjusted for free stock dividends, cash dividends, and capital reduction.
(2) The actual pricing date and issuance price will be proposed to the shareholders' meeting to authorize the board of directors to determine, based on negotiations with specific parties and market conditions, provided it is not lower than the percentage resolved by the shareholders' meeting.
(3) The above pricing methods and conditions comply with legal regulations and market conditions, and are considered reasonable.
7. Use of proceeds from this private placement: To be conducted in tranches (up to three times) within one year from the date of the shareholders' meeting resolution. The funds raised will be used to replenish working capital or meet other capital needs for the company's future development.
8. Reason for not adopting public offering: Privately placed common shares are subject to a restriction against free transfer within three years, which ensures a long-term cooperative relationship between the company and its strategic investment partners.
9. Objections or reservations from independent directors: None.
10. Actual pricing date: To be authorized by the shareholders' meeting for the board of directors to decide.
11. Reference price: The higher of the two calculations mentioned above.
12. Actual private placement price, conversion or subscription price: To be authorized by the shareholders' meeting for the board of directors to decide.
13. Rights and obligations of the new shares from this private placement: Same as issued common shares, except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act.
14-17. Not applicable.
18. Other matters needing to be stated: The board of directors seeks full authorization from the shareholders' meeting to handle the actual details of the private placement.
2. Type of privately placed securities: Common shares
3. Target of private placement and relationship with the company: Strategic investors; None.
4. Number of privately placed shares or units: Within the limit of 20,000,000 shares.
5. Maximum amount of private placement: Within the limit of 20,000,000 shares.
6. Basis and reasonableness of the private placement pricing:
(1) The price of the privately placed common shares shall not be lower than 80% of the reference price. The reference price is the higher of the following two calculations:
(a) The simple arithmetic average of the closing price of the common shares one, three, or five business days prior to the pricing date, adjusted for free stock dividends, cash dividends, and capital reduction.
(b) The simple arithmetic average of the closing price of the common shares thirty business days prior to the pricing date, adjusted for free stock dividends, cash dividends, and capital reduction.
(2) The actual pricing date and issuance price will be proposed to the shareholders' meeting to authorize the board of directors to determine, based on negotiations with specific parties and market conditions, provided it is not lower than the percentage resolved by the shareholders' meeting.
(3) The above pricing methods and conditions comply with legal regulations and market conditions, and are considered reasonable.
7. Use of proceeds from this private placement: To be conducted in tranches (up to three times) within one year from the date of the shareholders' meeting resolution. The funds raised will be used to replenish working capital or meet other capital needs for the company's future development.
8. Reason for not adopting public offering: Privately placed common shares are subject to a restriction against free transfer within three years, which ensures a long-term cooperative relationship between the company and its strategic investment partners.
9. Objections or reservations from independent directors: None.
10. Actual pricing date: To be authorized by the shareholders' meeting for the board of directors to decide.
11. Reference price: The higher of the two calculations mentioned above.
12. Actual private placement price, conversion or subscription price: To be authorized by the shareholders' meeting for the board of directors to decide.
13. Rights and obligations of the new shares from this private placement: Same as issued common shares, except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act.
14-17. Not applicable.
18. Other matters needing to be stated: The board of directors seeks full authorization from the shareholders' meeting to handle the actual details of the private placement.