Li Wan Announces Board Resolution for Private Placement of Securities
Li Wan Enterprise's board of directors resolved on April 9, 2026, to conduct a private placement of securities, with an issuance limit of up to 20 million common shares or domestic unsecured convertible bonds up to NT$500 million. The placement will be targeted at strategic investors. Funds raised will be used for operating capital, strengthening financial structure, and future development.
📋 Article Processing Timeline
- 📰 Published: April 9, 2026 at 09:00
- 🔍 Collected: April 10, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 19, 2026 at 02:54 (210h 54m after Collected)
1. Board of Directors Resolution Date: 115/04/09
2. Type of Securities for Private Placement: Common stock or domestic unsecured convertible bonds
3. Potential Subscribers and Relationship with the Company:
(1) The intended subscribers for this private placement shall be limited to specific individuals who comply with Article 43-6 of the Securities Transaction Act, regulations from the Financial Supervisory Commission (JGSFTSFZA No. 1120383220, dated September 12, 2023), and "Notes on Publicly Issued Companies Conducting Private Placements of Securities," among other relevant directives. The focus will be on strategic investors.
(2) Currently, no specific subscribers have been finalized.
4. Number of Shares or Lots for Private Placement:
This private placement aims to issue common stock with a face value of NT$10 per share, not exceeding a total issuance of 20,000 thousand shares; or to issue domestic unsecured convertible bonds with a face value of NT$100,000 per bond, up to a maximum of 5,000 lots (the actual issuance amount will comply with relevant Company Act provisions). The total private placement amount will not exceed NT$500 million.
5. Permissible Placement Quota:
This private placement of securities will seek authorization from the shareholders' meeting for the board of directors to undertake the issuance, within one year from the date of the shareholders' meeting resolution. Depending on market conditions and the company's actual funding needs, the issuance may be conducted via private placement of common stock or private placement of domestic convertible bonds, or a combination thereof, with a total of no more than three instances.
(1) The maximum limit for private placement of common stock in three instances will be: 6,500 thousand shares for the first issuance, 6,500 thousand shares for the second issuance, and 7,000 thousand shares for the third issuance.
(2) The maximum limit for domestic unsecured convertible bonds in three instances will be: 2,000 lots for the first issuance, 2,000 lots for the second issuance, and 1,000 lots for the third issuance.
6. Basis and Reasonableness of Pricing:
1. Private Placement of Common Stock:
(1) The issue price per share for this private placement of common stock will be no less than 80% of the reference price. The reference price will be determined by the higher of the following two benchmarks:
A. The simple arithmetic average of the closing prices of common stock for one, three, or five trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
B. The simple arithmetic average of the closing prices of common stock for thirty trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
(2) Considering the impact of rapid market changes, if the private placement price of common stock determined by the above pricing method results in the price being lower than the par value, leading to accumulated losses for the company, future measures will include capital reduction or offsetting losses with earnings or capital reserves, depending on the company's operations and market conditions.
2. Private Placement of Domestic Unsecured Convertible Bonds:
(1) Private Placement Amount: Up to NT$500 million in total face value.
(2) Face Value Per Bond: NT$100,000 or a multiple thereof.
(3) Coupon Rate: Tentatively set at 0% per annum.
(4) Term of Issuance: Not exceeding five years from the date of issuance.
(5) The issue price for this private placement of domestic unsecured convertible bonds will be no less than 80% of the theoretical price. The theoretical price will be determined using a pricing model that considers all rights included in the issuance terms. The conversion price for this private placement of domestic unsecured convertible bonds will be no less than 80% of the reference price. The reference price will be determined by the higher of the following two benchmarks:
A. The simple arithmetic average of the closing prices of common stock for one, three, or five trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
B. The simple arithmetic average of the closing prices of common stock for thirty trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
The actual private placement price and pricing date are to be submitted for authorization by the shareholders' meeting to the board of directors, in accordance with relevant laws and regulations, and will be determined based on the selected specific parties and market conditions, within the range no less than the percentage approved by the shareholders' meeting. The basis for setting these prices complies with the "Notes on Publicly Issued Companies Conducting Private Placements of Securities" and also considers that the transfer of privately placed securities is restricted in terms of transferees and quantities for three years from the date of delivery, and that an application for public offering and listing cannot be filed with the competent authority within three years of delivery. Therefore, it is considered reasonable.
7. Purpose of Funds Raised in This Private Placement:
The purpose for each issuance will be to supplement operating funds, strengthen the company's financial structure, or meet future operational development needs.
8. Reason for Not Adopting Public Offering:
The company considers factors such as funding needs, market conditions, fundraising timeliness, feasibility, and issuance costs. Furthermore, the three-year restriction on the transfer of privately placed securities helps ensure a long-term cooperative relationship with strategic investors, thus opting for a private placement for fundraising.
9. Independent Directors' Dissenting or Reserved Opinions: None
10. Actual Pricing Date: Not yet determined.
11. Reference Price: Not yet determined.
12. Actual Private Placement Price, Conversion, or Subscription Price: Not yet determined.
13. Rights and Obligations of New Shares Issued in This Private Placement:
The rights and obligations of common stock issued in this private placement are the same as those of the company's existing common stock. The common stock converted from privately placed convertible bonds will also have the same rights and obligations as the existing common stock.
14. For those with conversion, exchange, or subscription rights, the basis date for share exchange: Not yet determined.
15. Potential dilution of equity for those with conversion, exchange, or subscription rights:
If private placement of common stock and/or private placement of domestic convertible bonds are conducted and converted into common stock, it may dilute the equity of existing shareholders. However, the actual dilution situation will depend on the type of issuance, issuance amount, issue price, conversion price, and conversion status.
16. For those with conversion or subscription rights, upon delivery of the private convertible bonds and assuming full conversion or subscription into common
2. Type of Securities for Private Placement: Common stock or domestic unsecured convertible bonds
3. Potential Subscribers and Relationship with the Company:
(1) The intended subscribers for this private placement shall be limited to specific individuals who comply with Article 43-6 of the Securities Transaction Act, regulations from the Financial Supervisory Commission (JGSFTSFZA No. 1120383220, dated September 12, 2023), and "Notes on Publicly Issued Companies Conducting Private Placements of Securities," among other relevant directives. The focus will be on strategic investors.
(2) Currently, no specific subscribers have been finalized.
4. Number of Shares or Lots for Private Placement:
This private placement aims to issue common stock with a face value of NT$10 per share, not exceeding a total issuance of 20,000 thousand shares; or to issue domestic unsecured convertible bonds with a face value of NT$100,000 per bond, up to a maximum of 5,000 lots (the actual issuance amount will comply with relevant Company Act provisions). The total private placement amount will not exceed NT$500 million.
5. Permissible Placement Quota:
This private placement of securities will seek authorization from the shareholders' meeting for the board of directors to undertake the issuance, within one year from the date of the shareholders' meeting resolution. Depending on market conditions and the company's actual funding needs, the issuance may be conducted via private placement of common stock or private placement of domestic convertible bonds, or a combination thereof, with a total of no more than three instances.
(1) The maximum limit for private placement of common stock in three instances will be: 6,500 thousand shares for the first issuance, 6,500 thousand shares for the second issuance, and 7,000 thousand shares for the third issuance.
(2) The maximum limit for domestic unsecured convertible bonds in three instances will be: 2,000 lots for the first issuance, 2,000 lots for the second issuance, and 1,000 lots for the third issuance.
6. Basis and Reasonableness of Pricing:
1. Private Placement of Common Stock:
(1) The issue price per share for this private placement of common stock will be no less than 80% of the reference price. The reference price will be determined by the higher of the following two benchmarks:
A. The simple arithmetic average of the closing prices of common stock for one, three, or five trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
B. The simple arithmetic average of the closing prices of common stock for thirty trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
(2) Considering the impact of rapid market changes, if the private placement price of common stock determined by the above pricing method results in the price being lower than the par value, leading to accumulated losses for the company, future measures will include capital reduction or offsetting losses with earnings or capital reserves, depending on the company's operations and market conditions.
2. Private Placement of Domestic Unsecured Convertible Bonds:
(1) Private Placement Amount: Up to NT$500 million in total face value.
(2) Face Value Per Bond: NT$100,000 or a multiple thereof.
(3) Coupon Rate: Tentatively set at 0% per annum.
(4) Term of Issuance: Not exceeding five years from the date of issuance.
(5) The issue price for this private placement of domestic unsecured convertible bonds will be no less than 80% of the theoretical price. The theoretical price will be determined using a pricing model that considers all rights included in the issuance terms. The conversion price for this private placement of domestic unsecured convertible bonds will be no less than 80% of the reference price. The reference price will be determined by the higher of the following two benchmarks:
A. The simple arithmetic average of the closing prices of common stock for one, three, or five trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
B. The simple arithmetic average of the closing prices of common stock for thirty trading days prior to the pricing date, adjusted for ex-rights and ex-dividend from stock dividends and cash dividends, and reversed for ex-rights from capital reduction.
The actual private placement price and pricing date are to be submitted for authorization by the shareholders' meeting to the board of directors, in accordance with relevant laws and regulations, and will be determined based on the selected specific parties and market conditions, within the range no less than the percentage approved by the shareholders' meeting. The basis for setting these prices complies with the "Notes on Publicly Issued Companies Conducting Private Placements of Securities" and also considers that the transfer of privately placed securities is restricted in terms of transferees and quantities for three years from the date of delivery, and that an application for public offering and listing cannot be filed with the competent authority within three years of delivery. Therefore, it is considered reasonable.
7. Purpose of Funds Raised in This Private Placement:
The purpose for each issuance will be to supplement operating funds, strengthen the company's financial structure, or meet future operational development needs.
8. Reason for Not Adopting Public Offering:
The company considers factors such as funding needs, market conditions, fundraising timeliness, feasibility, and issuance costs. Furthermore, the three-year restriction on the transfer of privately placed securities helps ensure a long-term cooperative relationship with strategic investors, thus opting for a private placement for fundraising.
9. Independent Directors' Dissenting or Reserved Opinions: None
10. Actual Pricing Date: Not yet determined.
11. Reference Price: Not yet determined.
12. Actual Private Placement Price, Conversion, or Subscription Price: Not yet determined.
13. Rights and Obligations of New Shares Issued in This Private Placement:
The rights and obligations of common stock issued in this private placement are the same as those of the company's existing common stock. The common stock converted from privately placed convertible bonds will also have the same rights and obligations as the existing common stock.
14. For those with conversion, exchange, or subscription rights, the basis date for share exchange: Not yet determined.
15. Potential dilution of equity for those with conversion, exchange, or subscription rights:
If private placement of common stock and/or private placement of domestic convertible bonds are conducted and converted into common stock, it may dilute the equity of existing shareholders. However, the actual dilution situation will depend on the type of issuance, issuance amount, issue price, conversion price, and conversion status.
16. For those with conversion or subscription rights, upon delivery of the private convertible bonds and assuming full conversion or subscription into common