【Po Shing】Announcement by the Company's Board of Directors Regarding the Proposed Private Placement of Common Shares
Po Shing's board of directors has decided to issue private placement common shares to meet operational funding needs and strengthen competitiveness. A maximum of 30 million shares may be issued, potentially in multiple tranches within one year, depending on market conditions.
📋 Article Processing Timeline
- 📰 Published: May 12, 2026 at 09:00
- 🔍 Collected: May 13, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 13, 2026 at 09:01 (1h 0m after Collected)
1. Date of board of directors' resolution: May 12, 2026 (ROC calendar 115/05/12)
2. Type of privately placed securities: Common shares
3. Counterparties for private placement and their relationship with the company:
The private placement securities are limited to specific persons in compliance with Article 43-6 of the Securities Exchange Act and other relevant laws and regulations, as well as relevant interpretations from the competent authority. This is limited to insiders, related parties, or strategic investors.
4. Number of privately placed shares: Not exceeding 30,000 thousand shares.
5. Permitted private placement amount: Not exceeding 30,000 thousand shares, authorizing the board of directors to conduct it in multiple tranches (up to three times) within one year from the date of the shareholders' resolution, depending on market conditions.
6. Basis and reasonableness of private placement price determination:
(1) Basis for private placement price determination:
The price shall not be lower than 80% of the higher of the following two calculated prices before the pricing date:
A. The average closing price of common shares calculated based on one, three, or five business days prior to the pricing date, after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reductions.
B. The average closing price of common shares calculated based on the thirty business days prior to the pricing date, after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reductions.
(2) Reasonableness of private placement price determination:
The aforementioned private placement price determination is carried out in accordance with the relevant regulations of the competent authority. It also considers that the transfer timing, counterparties, and quantity of privately placed common shares are strictly restricted, and that the Securities Exchange Act imposes a three-year transfer restriction on privately placed securities. Therefore, the determination of this private placement price is considered reasonable.
7. Purpose of this private placement capital: To meet the company's working capital needs, enhance competitiveness, and repay bank loans.
8. Reasons for not adopting public offering:
To ensure the timeliness, convenience, and feasibility of fundraising, and to effectively reduce capital costs, the company plans to issue privately placed common shares through a cash capital increase via private placement.
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 these privately placed new shares:
(1) The rights and obligations of these privately placed common shares are the same as the company's existing common shares.
(2) In addition to the three-year transfer restriction from the date of delivery in accordance with Article 43-8 of the Securities Exchange Act, after three full years from the date of delivery, the board of directors is authorized to apply to the competent authority for the listing of these privately placed common shares in accordance with relevant laws and regulations.
14. Record date for conversion if convertible, exchangeable, or subscription rights are attached: Not applicable.
15. Potential dilution of equity if convertible, exchangeable, or subscription rights are attached: Not applicable.
16. If convertible or subscription rights are attached, the possible impact on the listed common share equity ratio (number of listed common shares A, A/total issued common shares) assuming full conversion or subscription of privately placed corporate bonds after delivery: Not applicable.
17. If the projected number of listed common shares in the preceding item is less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity: Not applicable.
18. Other matters to be specified:
(1) The main contents of this private placement capital increase plan for common shares, including the actual number of privately placed shares, actual private placement price, selection of subscribers, pricing date, capital increase record date, project items, progress of capital utilization, estimated potential benefits, estimated number of private placement tranches, and other unresolved matters, shall be fully handled by the board of directors as authorized by the shareholders' meeting, if subsequent revisions by the competent authority or changes in laws and regulations due to operational assessments or objective environmental needs require changes or amendments.
(2) To cooperate with this private placement of common shares, in addition to the aforementioned authorization scope, the shareholders' meeting is requested to authorize the chairman to represent the company in signing, negotiating, and modifying all contracts and documents related to the private placement of common shares, and to handle all necessary operations for the company's issuance of common shares and determine other unresolved matters.
2. Type of privately placed securities: Common shares
3. Counterparties for private placement and their relationship with the company:
The private placement securities are limited to specific persons in compliance with Article 43-6 of the Securities Exchange Act and other relevant laws and regulations, as well as relevant interpretations from the competent authority. This is limited to insiders, related parties, or strategic investors.
4. Number of privately placed shares: Not exceeding 30,000 thousand shares.
5. Permitted private placement amount: Not exceeding 30,000 thousand shares, authorizing the board of directors to conduct it in multiple tranches (up to three times) within one year from the date of the shareholders' resolution, depending on market conditions.
6. Basis and reasonableness of private placement price determination:
(1) Basis for private placement price determination:
The price shall not be lower than 80% of the higher of the following two calculated prices before the pricing date:
A. The average closing price of common shares calculated based on one, three, or five business days prior to the pricing date, after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reductions.
B. The average closing price of common shares calculated based on the thirty business days prior to the pricing date, after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reductions.
(2) Reasonableness of private placement price determination:
The aforementioned private placement price determination is carried out in accordance with the relevant regulations of the competent authority. It also considers that the transfer timing, counterparties, and quantity of privately placed common shares are strictly restricted, and that the Securities Exchange Act imposes a three-year transfer restriction on privately placed securities. Therefore, the determination of this private placement price is considered reasonable.
7. Purpose of this private placement capital: To meet the company's working capital needs, enhance competitiveness, and repay bank loans.
8. Reasons for not adopting public offering:
To ensure the timeliness, convenience, and feasibility of fundraising, and to effectively reduce capital costs, the company plans to issue privately placed common shares through a cash capital increase via private placement.
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 these privately placed new shares:
(1) The rights and obligations of these privately placed common shares are the same as the company's existing common shares.
(2) In addition to the three-year transfer restriction from the date of delivery in accordance with Article 43-8 of the Securities Exchange Act, after three full years from the date of delivery, the board of directors is authorized to apply to the competent authority for the listing of these privately placed common shares in accordance with relevant laws and regulations.
14. Record date for conversion if convertible, exchangeable, or subscription rights are attached: Not applicable.
15. Potential dilution of equity if convertible, exchangeable, or subscription rights are attached: Not applicable.
16. If convertible or subscription rights are attached, the possible impact on the listed common share equity ratio (number of listed common shares A, A/total issued common shares) assuming full conversion or subscription of privately placed corporate bonds after delivery: Not applicable.
17. If the projected number of listed common shares in the preceding item is less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity: Not applicable.
18. Other matters to be specified:
(1) The main contents of this private placement capital increase plan for common shares, including the actual number of privately placed shares, actual private placement price, selection of subscribers, pricing date, capital increase record date, project items, progress of capital utilization, estimated potential benefits, estimated number of private placement tranches, and other unresolved matters, shall be fully handled by the board of directors as authorized by the shareholders' meeting, if subsequent revisions by the competent authority or changes in laws and regulations due to operational assessments or objective environmental needs require changes or amendments.
(2) To cooperate with this private placement of common shares, in addition to the aforementioned authorization scope, the shareholders' meeting is requested to authorize the chairman to represent the company in signing, negotiating, and modifying all contracts and documents related to the private placement of common shares, and to handle all necessary operations for the company's issuance of common shares and determine other unresolved matters.