1. Event Date: 115/06/25

2. Company Name: Teli Co., Ltd.

3. Relationship with Company (Please enter '本公司' or 'Subsidiary'):本公司 (Parent Company)

4. Cross-shareholding Ratio: Not applicable

5. Reason for Event:

(1) To support the listing (on exchange or OTC) plan of its subsidiary, Zhongxin Industrial Co., Ltd. (hereinafter 'Zhongxin Industrial'), and to comply with listing review criteria, the Company has decided to dispose of its shares in Zhongxin Industrial to achieve shareholding dispersion. This plan was approved by the Board of Directors on March 11, 115, and by the Shareholders' Meeting on May 27, 115.

(2) In connection with Zhongxin Industrial's listing preparation, the Board of Directors has resolved to dispose of 12,000,000 shares held by the Company in Zhongxin Industrial.

6. Response Measures: None

7. Other Matters to be Disclosed (If the subject is a publicly listed company or above, this material information also qualifies under Article 7, Paragraph 9 of the Enforcement Rules of the Securities and Exchange Act as a matter having significant impact on shareholders' rights or securities prices):

(1) To support Zhongxin Industrial Co., Ltd.'s listing (on exchange or OTC) plan and comply with listing review standards, the Company intends to dispose of its shares in Zhongxin Industrial to achieve shareholding dispersion. This plan was approved at the Ordinary Shareholders' Meeting on May 27, 115. Subscription rights will be allocated to all shareholders of the Company based on their shareholding ratio as recorded in the shareholder register as of the most recent share transfer suspension date following the shareholders' meeting. Any shares not subscribed by the Company's shareholders, or any shortfall in subscription, shall be authorized to the Chairman to arrange for specific investors to subscribe.

(2) The proposed disposal price is set at NT$24 per share, which is not lower than the net asset value per share of Zhongxin Industrial based on its most recent self-prepared balance sheet. An independent expert opinion on price reasonableness has been issued by Ms. Wu Yu-Chi, Certified Public Accountant, from Chien Tuo United Certified Public Accountants.

(3) The schedule for key benchmark dates of this share disposal is as follows:

1. Share Disposal Benchmark Date: June 22, 115 2. Share Transfer Suspension Period: June 18, 115 to June 22, 115 3. Shareholder Payment Period (Teli shareholders): August 20, 115 to August 26, 115 4. Specific Investor Payment Period: August 27, 115 to September 4, 115 5. Share Delivery and Transfer: September 7, 115

(4) A total of 12,000,000 shares will be disposed. The subscription mechanism for the Company's original shareholders requires that only shareholders eligible to subscribe to at least 1 share (inclusive) have subscription rights. To protect shareholder rights, shareholders with less than 1 share eligible for subscription may consolidate their fractional shares with others to reach at least 1 share. Shareholders must complete the consolidation procedure in person at Yuanta Securities Co., Ltd., the Company's share transfer agent, by 4:30 PM on July 15, 115. Mailed applications must bear a postmark no later than July 15, 115. Shareholders who fail to consolidate or whose consolidated shares remain below 1 share will be deemed to have waived their subscription rights. Any unsubscribed shares or shortfall shall be authorized to the Chairman to arrange for specific investors to subscribe.

(5) Should future changes in the Company's capital structure affect the number of outstanding shares and thus require adjustments to shareholders' subscription ratios, or if revisions are otherwise necessary due to factual circumstances, the Chairman is fully authorized to handle such changes.

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  • Source: PR Times
  • Category: News
  • Dates in source: 115/06/25