Ruili: Board of Directors Resolves to Conduct Private Placement of Securities
Ruili's board of directors has decided to conduct a private placement of up to 30 million common shares. This aims to secure working capital, repay borrowings, improve the financial structure, and raise funds for future business development. The private placement targets specific related parties and insiders in compliance with the Securities Exchange Act.
📋 Article Processing Timeline
- 📰 Published: May 11, 2026 at 09:00
- 🔍 Collected: May 12, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 12, 2026 at 18:58 (10h 58m after Collected)
1. Date of Board Resolution: 2026/05/11
2. Type of Privately Placed Securities: Private placement of common shares
3. Private Placement Subscribers and Their Relationship with the Company: The subscribers for this private placement are limited to specific individuals who comply with Article 43-6 of the Securities Exchange Act and the provisions of the former Securities and Futures Commission of the Ministry of Finance letter No. 0910003455 dated June 13, 2002. Strategic Investors: No strategic investors have been identified yet. Currently, the provisional subscribers are the company's insiders or related parties:
- Gangxin Co., Ltd. / The company's corporate director
- Jianxin Technology Industry Co., Ltd. / The company's affiliated enterprise
- Chiu Shih-Chien / The company's related party
- Su Shu-Chen / Spouse of Chiu Shih-Chien, the company's related party
Top ten shareholders by shareholding ratio of Gangxin Co., Ltd.:
- Chiu Shih-Chien (99.999%), the company's related party
- Chang Tsung-Shun (0.001%), relationship with the company: None
Top ten shareholders by shareholding ratio of Jianxin Technology Industry Co., Ltd.:
- Rongyi Investment Co., Ltd. (21.88%), the company's related party
- Huafeng Rubber Industrial Co., Ltd. (12.81%), the company's related party
- Chiu Shih-Chien (11.8%), the company's related party
- Yuanta Securities Hong Kong Yuanta Trust Co., Ltd. (3.37%), relationship with the company: None
- Shih Cheng-Tse (2.51%), relationship with the company: None
- Chang Ming-Feng (2.49%), relationship with the company: None
- Su Shu-Chen (1.57%), the company's related party
- Wei Yu-Mei (1.53%), relationship with the company: None
- Hsu Hsu-Ming (1.54%), relationship with the company: None
- Yang Su-Hsiang (1.37%), relationship with the company: None
4. Number of Privately Placed Shares or Units: Private placement of common shares not exceeding 30 million shares.
5. Approved Private Placement Quota: Private placement of common shares not exceeding 30 million shares.
6. Basis and Rationality for Determining the Private Placement Price:
(1) The pricing of the company's privately placed common shares shall not be lower than 80% of the reference price. The reference price is determined by taking the higher of two calculated prices: either the simple arithmetic average of the closing prices of common shares for one, three, or five business days before the pricing date, after deducting ex-rights and ex-dividend for bonus shares and cash dividends, and adding back ex-rights for capital reduction; or the simple arithmetic average of the closing prices of common shares for 30 business days before the pricing date, after deducting ex-rights and ex-dividend for bonus shares and cash dividends, and adding back ex-rights for capital reduction.
(2) The issue price per share for this private placement of common shares is determined in accordance with the laws and regulations promulgated by the competent authority, while also considering the three-year transfer restriction on privately placed securities under the Securities Exchange Act, the company's operating performance, future outlook, market price of common shares, and market practices. Furthermore, the company's pricing basis for the aforementioned privately placed securities complies with the "Matters for Publicly Issued Companies to Handle Private Placement of Securities" regulations, and is not expected to significantly harm shareholders' equity, thus its determination should be reasonable.
7. Purpose of Funds from This Private Placement: To replenish working capital, repay borrowings, improve the financial structure, or meet other funding needs for the company's future development.
8. Reasons for Not Adopting Public Offering: To meet the needs for replenishing working capital and repaying borrowings, considering that private placement offers timeliness and simplicity, and the three-year transfer restriction on privately placed securities can further ensure a long-term cooperative relationship between the company and its investment partners. Therefore, a private placement is adopted instead of a public offering.
9. Independent Directors' Dissenting or Reserved Opinions: None.
10. Actual Pricing Date: Subject to authorization by the shareholders' meeting to the board of directors to determine based on future negotiations with specific parties and market conditions, within the resolution scope of the shareholders' meeting.
11. Reference Price: Not yet determined.
12. Actual Private Placement Price, Conversion or Subscription Price: Subject to authorization by the shareholders' meeting to the board of directors to determine based on future negotiations with specific parties and market conditions, within the resolution scope of the shareholders' meeting.
13. Rights and Obligations of New Shares from This Private Placement: Except for the transfer restrictions stipulated in Article 43-8 of the Securities Exchange Act, their rights and obligations are the same as those of existing common shares. After three years from the delivery of the privately placed securities, the board of directors will be authorized by the shareholders' meeting to decide whether to apply to the competent authority for approval to complete public issuance procedures and report to the Financial Supervisory Commission for supplementary public issuance procedures, depending on the situation at that time.
14. For those with conversion, exchange, or subscription rights, the share conversion record date: Not applicable.
15. For those with conversion, exchange, or subscription rights, the potential dilution of equity: Not applicable.
16. For those with conversion or subscription rights, the potential impact on the ratio of listed common shares after the delivery of privately placed corporate bonds and assuming full conversion or subscription into common shares (number of listed common shares A, A/total issued common shares): Not applicable.
17. If the estimated listed common shares in the preceding item do not reach 60 million shares and do not reach 25%, please explain the countermeasures for low equity liquidity: Not applicable.
18. Other Matters to Be Stated: For this private placement of common shares, in addition to the private placement pricing ratio, other matters including actual issuance conditions, number of shares issued, total amount raised, project items, progress of fund utilization, estimated potential benefits, and other unaddressed matters, will be submitted to the shareholders' meeting for authorization to the board of directors to adjust, determine, and handle based on market conditions within the scope of authorization by the shareholders' meeting. In the future, if there are revisions due to amendments by the competent authority, operational evaluations, or changes in objective circumstances, the shareholders' meeting will be requested to authorize the board of directors to handle them at its discretion based on market conditions and legal regulations at that time. To cooperate with this private placement of securities, the shareholders' meeting will be requested to authorize the chairman to represent the company in signing, negotiating all contracts and documents related to this private placement plan, and handling all necessary matters related to this private placement plan for the company.
2. Type of Privately Placed Securities: Private placement of common shares
3. Private Placement Subscribers and Their Relationship with the Company: The subscribers for this private placement are limited to specific individuals who comply with Article 43-6 of the Securities Exchange Act and the provisions of the former Securities and Futures Commission of the Ministry of Finance letter No. 0910003455 dated June 13, 2002. Strategic Investors: No strategic investors have been identified yet. Currently, the provisional subscribers are the company's insiders or related parties:
- Gangxin Co., Ltd. / The company's corporate director
- Jianxin Technology Industry Co., Ltd. / The company's affiliated enterprise
- Chiu Shih-Chien / The company's related party
- Su Shu-Chen / Spouse of Chiu Shih-Chien, the company's related party
Top ten shareholders by shareholding ratio of Gangxin Co., Ltd.:
- Chiu Shih-Chien (99.999%), the company's related party
- Chang Tsung-Shun (0.001%), relationship with the company: None
Top ten shareholders by shareholding ratio of Jianxin Technology Industry Co., Ltd.:
- Rongyi Investment Co., Ltd. (21.88%), the company's related party
- Huafeng Rubber Industrial Co., Ltd. (12.81%), the company's related party
- Chiu Shih-Chien (11.8%), the company's related party
- Yuanta Securities Hong Kong Yuanta Trust Co., Ltd. (3.37%), relationship with the company: None
- Shih Cheng-Tse (2.51%), relationship with the company: None
- Chang Ming-Feng (2.49%), relationship with the company: None
- Su Shu-Chen (1.57%), the company's related party
- Wei Yu-Mei (1.53%), relationship with the company: None
- Hsu Hsu-Ming (1.54%), relationship with the company: None
- Yang Su-Hsiang (1.37%), relationship with the company: None
4. Number of Privately Placed Shares or Units: Private placement of common shares not exceeding 30 million shares.
5. Approved Private Placement Quota: Private placement of common shares not exceeding 30 million shares.
6. Basis and Rationality for Determining the Private Placement Price:
(1) The pricing of the company's privately placed common shares shall not be lower than 80% of the reference price. The reference price is determined by taking the higher of two calculated prices: either the simple arithmetic average of the closing prices of common shares for one, three, or five business days before the pricing date, after deducting ex-rights and ex-dividend for bonus shares and cash dividends, and adding back ex-rights for capital reduction; or the simple arithmetic average of the closing prices of common shares for 30 business days before the pricing date, after deducting ex-rights and ex-dividend for bonus shares and cash dividends, and adding back ex-rights for capital reduction.
(2) The issue price per share for this private placement of common shares is determined in accordance with the laws and regulations promulgated by the competent authority, while also considering the three-year transfer restriction on privately placed securities under the Securities Exchange Act, the company's operating performance, future outlook, market price of common shares, and market practices. Furthermore, the company's pricing basis for the aforementioned privately placed securities complies with the "Matters for Publicly Issued Companies to Handle Private Placement of Securities" regulations, and is not expected to significantly harm shareholders' equity, thus its determination should be reasonable.
7. Purpose of Funds from This Private Placement: To replenish working capital, repay borrowings, improve the financial structure, or meet other funding needs for the company's future development.
8. Reasons for Not Adopting Public Offering: To meet the needs for replenishing working capital and repaying borrowings, considering that private placement offers timeliness and simplicity, and the three-year transfer restriction on privately placed securities can further ensure a long-term cooperative relationship between the company and its investment partners. Therefore, a private placement is adopted instead of a public offering.
9. Independent Directors' Dissenting or Reserved Opinions: None.
10. Actual Pricing Date: Subject to authorization by the shareholders' meeting to the board of directors to determine based on future negotiations with specific parties and market conditions, within the resolution scope of the shareholders' meeting.
11. Reference Price: Not yet determined.
12. Actual Private Placement Price, Conversion or Subscription Price: Subject to authorization by the shareholders' meeting to the board of directors to determine based on future negotiations with specific parties and market conditions, within the resolution scope of the shareholders' meeting.
13. Rights and Obligations of New Shares from This Private Placement: Except for the transfer restrictions stipulated in Article 43-8 of the Securities Exchange Act, their rights and obligations are the same as those of existing common shares. After three years from the delivery of the privately placed securities, the board of directors will be authorized by the shareholders' meeting to decide whether to apply to the competent authority for approval to complete public issuance procedures and report to the Financial Supervisory Commission for supplementary public issuance procedures, depending on the situation at that time.
14. For those with conversion, exchange, or subscription rights, the share conversion record date: Not applicable.
15. For those with conversion, exchange, or subscription rights, the potential dilution of equity: Not applicable.
16. For those with conversion or subscription rights, the potential impact on the ratio of listed common shares after the delivery of privately placed corporate bonds and assuming full conversion or subscription into common shares (number of listed common shares A, A/total issued common shares): Not applicable.
17. If the estimated listed common shares in the preceding item do not reach 60 million shares and do not reach 25%, please explain the countermeasures for low equity liquidity: Not applicable.
18. Other Matters to Be Stated: For this private placement of common shares, in addition to the private placement pricing ratio, other matters including actual issuance conditions, number of shares issued, total amount raised, project items, progress of fund utilization, estimated potential benefits, and other unaddressed matters, will be submitted to the shareholders' meeting for authorization to the board of directors to adjust, determine, and handle based on market conditions within the scope of authorization by the shareholders' meeting. In the future, if there are revisions due to amendments by the competent authority, operational evaluations, or changes in objective circumstances, the shareholders' meeting will be requested to authorize the board of directors to handle them at its discretion based on market conditions and legal regulations at that time. To cooperate with this private placement of securities, the shareholders' meeting will be requested to authorize the chairman to represent the company in signing, negotiating all contracts and documents related to this private placement plan, and handling all necessary matters related to this private placement plan for the company.