Zhengfeng Announces Private Placement of Preferred Shares
Zhengfeng announced a private placement of preferred shares to raise funds for operating capital and financial structure improvement. The placement targets specific investors and aims to support market development and business expansion.
📋 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 11:28 (3h 28m after Collected)
1. Board Resolution Date: 115/05/12
2. Type of Private Securities: Private Preferred Shares.
3. Target Investors and Relationship with the Company:
A. The target investors for this private placement of preferred shares shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities Transaction Act and the FSC Letter No. Jin Guan Zheng Fa Zi No. 1120383220 dated September 12, 112. The provisional target will be insiders, related parties, and potential strategic investors.
B. If the applicant for the private placement of preferred shares is an insider or related party, the proposed list is as follows: Boshi Fu Investment Co., Ltd. (major shareholder of this company).
If the applicant is a strategic investor: The selection of applicants shall be limited to strategic investors who can assist the company in developing markets, expanding its scale of operations, and directly or indirectly benefiting the company's future operations.
4. Number of Shares or Units for Private Placement: Within the limit of 30,000,000 shares, a choice or combination of private placement of preferred shares or private placement convertible bonds may be undertaken.
5. Amount of Private Placement Quota: Intended within the quota of no more than 30,000,000 shares, a choice or combination of private placement of preferred shares or private placement convertible bonds may be undertaken.
6. Basis and Reasonableness of Private Placement Price Determination:
A. The issuance price of the company's private placement preferred shares shall be no less than 80% of the theoretical price. The theoretical price is the price of securities calculated by selecting an appropriate valuation model considering various rights of the issuance conditions. The model should comprehensively cover and simultaneously consider all rights included in the issuance conditions; if there are any rights not considered in the model, such unconsidered rights shall be excluded from the issuance conditions.
B. The determination of the private placement preferred share price by the company is in accordance with the "Notes on Private Placement of Securities by Publicly Issued Companies" regulations, referencing the aforementioned theoretical price, and considering the three-year transfer restriction on private placement securities stipulated by the Securities Transaction Act. Therefore, the determination of the price and private placement conditions should be reasonable.
7. Use of Funds for this Private Placement: To supplement operating funds, improve the financial structure, or meet other capital needs for the company's future development.
8. Reason for Not Adopting Public Offering: Considering factors such as the feasibility of a public offering, the timeliness of fundraising, and issuance costs, a public offering is not adopted, and securities are intended to be issued through private placement.
9. Objection or Reservation Opinions from Independent Directors: None.
10. Actual Pricing Date: To be submitted to the shareholders' meeting for authorization to the board of directors to decide.
11. Reference Price: Not applicable.
12. Actual Private Placement Price, Conversion, or Subscription Price: Not yet determined.
13. Rights and Obligations of New Shares from this Private Placement:
The rights and obligations are the same as the common shares currently issued by the company; and within three years from the delivery date, except as otherwise stipulated by Article 43-8 of the Securities Transaction Act, all shares shall be restricted from transfer. After five years from the delivery of the privately placed preferred shares or domestic secured convertible bonds and conversion into common shares, subject to the circumstances at that time and in accordance with relevant regulations, public offering shall be supplemented and listed for trading.
14. For those with conversion, exchange, or subscription rights, the conversion basis date: Not yet determined.
15. For those with conversion, exchange, or subscription rights, the potential dilution of equity: Not yet determined.
16. For those with conversion or subscription rights, the possible impact on the equity ratio of listed common shares after the delivery of private placement corporate bonds and assuming full conversion or subscription of common shares (Listed Common Shares A, A/Issued Common Shares): Not yet determined.
17. If the projected listed common shares in the preceding paragraph are less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity:
This private placement preferred stock can only be converted starting from the day after five years from the issuance date. The company will strive to improve its operating conditions within the timeframe to meet the regulations for public offering or supplemented public offering by the competent authority and the Taiwan Stock Exchange, and increase the proportion of listed common shares to cope with this.
18. Other Matters to be Noted:
Any matters other than the pricing ratio for this private placement of preferred shares, if subject to change or modification due to amendments to laws and regulations, requirements of competent authorities, or due to operational evaluation or objective environmental influences, it is proposed that the shareholders' meeting authorize the board of directors to handle it fully in accordance with regulations and prevailing market conditions. The name, issuance date, and specific conditions of the preferred shares shall be fully handled by the board of directors at the time of actual issuance, considering the capital market conditions and investor subscription intentions at that time, in accordance with the company's articles of association and relevant laws and regulations.
2. Type of Private Securities: Private Preferred Shares.
3. Target Investors and Relationship with the Company:
A. The target investors for this private placement of preferred shares shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities Transaction Act and the FSC Letter No. Jin Guan Zheng Fa Zi No. 1120383220 dated September 12, 112. The provisional target will be insiders, related parties, and potential strategic investors.
B. If the applicant for the private placement of preferred shares is an insider or related party, the proposed list is as follows: Boshi Fu Investment Co., Ltd. (major shareholder of this company).
If the applicant is a strategic investor: The selection of applicants shall be limited to strategic investors who can assist the company in developing markets, expanding its scale of operations, and directly or indirectly benefiting the company's future operations.
4. Number of Shares or Units for Private Placement: Within the limit of 30,000,000 shares, a choice or combination of private placement of preferred shares or private placement convertible bonds may be undertaken.
5. Amount of Private Placement Quota: Intended within the quota of no more than 30,000,000 shares, a choice or combination of private placement of preferred shares or private placement convertible bonds may be undertaken.
6. Basis and Reasonableness of Private Placement Price Determination:
A. The issuance price of the company's private placement preferred shares shall be no less than 80% of the theoretical price. The theoretical price is the price of securities calculated by selecting an appropriate valuation model considering various rights of the issuance conditions. The model should comprehensively cover and simultaneously consider all rights included in the issuance conditions; if there are any rights not considered in the model, such unconsidered rights shall be excluded from the issuance conditions.
B. The determination of the private placement preferred share price by the company is in accordance with the "Notes on Private Placement of Securities by Publicly Issued Companies" regulations, referencing the aforementioned theoretical price, and considering the three-year transfer restriction on private placement securities stipulated by the Securities Transaction Act. Therefore, the determination of the price and private placement conditions should be reasonable.
7. Use of Funds for this Private Placement: To supplement operating funds, improve the financial structure, or meet other capital needs for the company's future development.
8. Reason for Not Adopting Public Offering: Considering factors such as the feasibility of a public offering, the timeliness of fundraising, and issuance costs, a public offering is not adopted, and securities are intended to be issued through private placement.
9. Objection or Reservation Opinions from Independent Directors: None.
10. Actual Pricing Date: To be submitted to the shareholders' meeting for authorization to the board of directors to decide.
11. Reference Price: Not applicable.
12. Actual Private Placement Price, Conversion, or Subscription Price: Not yet determined.
13. Rights and Obligations of New Shares from this Private Placement:
The rights and obligations are the same as the common shares currently issued by the company; and within three years from the delivery date, except as otherwise stipulated by Article 43-8 of the Securities Transaction Act, all shares shall be restricted from transfer. After five years from the delivery of the privately placed preferred shares or domestic secured convertible bonds and conversion into common shares, subject to the circumstances at that time and in accordance with relevant regulations, public offering shall be supplemented and listed for trading.
14. For those with conversion, exchange, or subscription rights, the conversion basis date: Not yet determined.
15. For those with conversion, exchange, or subscription rights, the potential dilution of equity: Not yet determined.
16. For those with conversion or subscription rights, the possible impact on the equity ratio of listed common shares after the delivery of private placement corporate bonds and assuming full conversion or subscription of common shares (Listed Common Shares A, A/Issued Common Shares): Not yet determined.
17. If the projected listed common shares in the preceding paragraph are less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity:
This private placement preferred stock can only be converted starting from the day after five years from the issuance date. The company will strive to improve its operating conditions within the timeframe to meet the regulations for public offering or supplemented public offering by the competent authority and the Taiwan Stock Exchange, and increase the proportion of listed common shares to cope with this.
18. Other Matters to be Noted:
Any matters other than the pricing ratio for this private placement of preferred shares, if subject to change or modification due to amendments to laws and regulations, requirements of competent authorities, or due to operational evaluation or objective environmental influences, it is proposed that the shareholders' meeting authorize the board of directors to handle it fully in accordance with regulations and prevailing market conditions. The name, issuance date, and specific conditions of the preferred shares shall be fully handled by the board of directors at the time of actual issuance, considering the capital market conditions and investor subscription intentions at that time, in accordance with the company's articles of association and relevant laws and regulations.