1. Board Resolution Date: 115/06/25 2. Type of Privately Placed Securities: Common Shares 3. Private Placement Targets and Their Relationship with the Company: (1) The targets for this private placement were selected as specific investors in accordance with Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission Securities No. 1120383220, limited exclusively to strategic investors.
(2) Confirmed Subscribers: Subscriber Name Relationship with Our Company Expected Subscription Shares in This Private Placement --------------------- ---------------- ------------------ Yuchuan Zhilian Co., Ltd. A major shareholder holding 1,873,000 over 10% of our company
(3) Shareholders of the Corporate Subscriber Holding Among the Top 10 in Shareholding Ratio and Their Relationship with Our Company:
Major Shareholder Name Holding Ratio Relationship with Our Company ------------------------- ---------------- ---------------- Guangju Jingdian United Co., Ltd. 83.78% Shareholder of a major shareholder holding over 10% of our company Guangpu Electric Engineering Co., Ltd. 16.22% Related enterprise of our company
4. Number of Privately Placed Shares: 1,873,000 common shares 5. Available Private Placement Amount: Up to NT$1 billion. 6. Basis and Reasonableness of Private Placement Price: (1) The reference price for the private placement of common shares is determined by selecting the higher of two benchmarks: the simple arithmetic average of closing prices of common shares one, three, or five business days before the pricing date, adjusted by deducting free share distributions and dividends and adding back reverse capital reduction adjustments; or the simple arithmetic average of closing prices over the 30 business days before the pricing date, similarly adjusted. The actual private placement price shall not be lower than 80% of the reference price. (2) The adjusted simple arithmetic averages for one, three, or five business days before the pricing date are NT$30.85, NT$31.00, and NT$30.03, respectively. (3) The adjusted simple arithmetic average for the 30 business days before the pricing date is NT$25.81. (4) Between the five-day benchmark price of NT$30.03 and the 30-day benchmark price of NT$25.81, the higher value, NT$30.03, is adopted as the reference price for this private placement. (5) The company plans to issue 1,873,000 common shares at an issue price of NT$24.03 per share through a cash capital increase, raising a total of NT$45,008,190. The issue price is 80% of the reference price, not below 80% of the reference price, and within the authority granted by the shareholders' meeting resolution. 7. Use of Proceeds from This Private Placement: Entirely for strengthening working capital. 8. Reasons for Not Adopting a Public Offering: Considering capital market conditions, timeliness, feasibility, issuance costs, and the practical need to attract strategic investors; private placement securities are subject to transfer restrictions for a certain period, which helps ensure long-term cooperation between the company and strategic investment partners. Therefore, a private placement is preferred over a public offering. 9. Dissenting or Reserving Opinions from Independent Directors: None 10. Actual Pricing Date: 115/06/25 11. Reference Price: NT$30.03 per share 12. Actual Private Placement Price, Conversion Price, or Subscription Price: NT$24.03 per share 13. Rights and Obligations of the Newly Issued Shares in This Private Placement: Same as the company's already issued common shares. However, the privately placed common shares cannot be freely transferred within three years from the delivery date, except as permitted under Article 43-8 of the Securities and Exchange Act. After three years from the delivery date of the privately placed common shares, the board of directors is authorized to file with the competent authority for supplementary public issuance procedures and apply for listing via book-entry delivery, without issuing physical certificates. 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' Equity Ratio if Privately Placed Bonds Are Fully Converted or Subscribed (Listed Common Shares A, A/Total Issued Common Shares): Not applicable. 17. Measures for Low Liquidity if Listed Common Shares Are Less Than 60 Million or 25%: Not applicable. 18. Other Matters to be Disclosed: (1) After the full receipt of proceeds from this private placement, the board authorizes the chairman to set the capital increase benchmark date. (2) For any unaddressed matters related to this private placement, such as revisions to the share subscription agreement or other adjustments required due to objective circumstances or regulatory requests, the chairman is authorized to handle them with full discretion.
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 115/06/25