JUPI: Announcement of Board Resolution to Conduct Private Placement of Common Stock
JUPI announced its board resolution to conduct a private placement of common stock, capped at 25,000 thousand shares, to raise capital for business expansion and long-term development. This private placement targets strategic investors and will be implemented upon approval by the shareholders' meeting.
📋 Article Processing Timeline
- 📰 Published: May 6, 2026 at 09:00
- 🔍 Collected: May 7, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 7, 2026 at 08:46 (46 min after Collected)
1. Date of board resolution: 115/05/06
2. Type of privately placed securities: Common stock
3. Counterparties of private placement and their relationship with the company:
The counterparties for this private placement of common stock are limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act and the order Ref. No. 1120383220 issued by the Financial Supervisory Commission on September 12, 112. These are further limited to strategic investors. However, there are currently no pre-determined strategic investors.
4. Number of privately placed shares or units: Not exceeding 25,000 thousand shares
5. Limit of privately placed shares: Not exceeding 25,000 thousand shares
6. Basis and rationality of private placement price determination:
(1) The reference price for determining the subscription price of this private placement of common stock shall be the higher of the simple arithmetic average of the closing prices of common stock on any one, three, or five business days before the pricing date, after deducting ex-rights 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 stock on the thirty business days before the pricing date, after deducting ex-rights for bonus shares and cash dividends, and adding back ex-rights for capital reduction.
(2) The subscription price for this private placement of common stock is proposed to be authorized by the shareholders' meeting to the board of directors. Based on the above regulations, the private placement price shall not be lower than 80% of the reference price. The actual price, within the range resolved by the shareholders' meeting, is proposed to be authorized by the shareholders' meeting to the board of directors to be determined based on future negotiations with specific parties and market conditions.
(3) The pricing method for this private placement of common stock is in accordance with the “Directions for Public Companies Conducting Private Placement of Securities”. Considering the company’s actual operations, future outlook, and the strict restrictions on the transfer period, target, and quantity of privately placed securities, as well as the factor that publicly offering and listing cannot be applied for within three years from the delivery date due to lower liquidity, the determination of this private placement price is considered reasonable.
7. Use of proceeds from this private placement: To replenish working capital, repay bank loans, reinvest in subsidiaries, or meet other capital demands for the company's long-term development. It is proposed to authorize the board of directors by the shareholders' meeting to issue new common shares through private placement. The total number of privately placed common shares shall not exceed 25,000 thousand shares (par value NT$10 per share). This private placement of common stock will be carried out at an opportune time, considering market conditions and the company's actual operational needs, either in one lump sum or in installments (up to three times) within one year from the date of the shareholders' meeting resolution.
8. Reasons for not conducting a public offering: Considering factors such as capital market conditions, fundraising timeliness, issuance costs, and the relative timeliness and convenience of private placement, as well as plans to introduce strategic investors for company development, conducting the private placement is deemed necessary and feasible.
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 new privately placed shares:
The rights and obligations of these privately placed common shares are the same as the company's issued common shares. However, in accordance with Article 43-8 of the Securities and Exchange Act, except for transfer targets and conditions stipulated in the said article, these privately placed common shares shall not be freely transferred within three years from the date of delivery.
14. If accompanied by conversion, exchange, or subscription rights, the conversion reference date: Not applicable.
15. If accompanied by conversion, exchange, or subscription rights, the possible dilution of equity: Not applicable.
16. If accompanied by conversion or subscription rights, the possible impact on the ratio of listed common stock after the delivery of privately placed corporate bonds and assuming full conversion or subscription to common stock (number of listed common stock A, A/outstanding common stock): Not applicable.
17. If the expected listed common stock in the preceding item is less than 60 million shares and less than 25%, please explain measures to address low liquidity: Not applicable.
18. Other matters that need to be specified:
For this private placement (including but not limited to the number of shares issued, issue price, issue conditions, project items, fundraising amount, use of funds, estimated progress, and possible benefits, as well as all other matters related to the issue plan), if any changes or amendments are required due to legal amendments, regulations from the competent authority, operational evaluations, or objective environmental influences, excluding the pricing percentage of the private placement, it is proposed that the shareholders' meeting authorize the board of directors to adjust, determine, and handle such matters according to prevailing market conditions. In the future, if there are changes due to legal amendments, instructions for amendment from the competent authority, operational evaluations, or objective environmental needs, the board of directors shall also be fully authorized to handle them.
To coordinate with this private placement of common stock, it is proposed that the shareholders' meeting authorize the chairman or his designated person to represent the company in signing, negotiating, and amending all contracts and documents related to the private placement of common stock, and to handle all matters required for the issuance of privately placed common stock.
2. Type of privately placed securities: Common stock
3. Counterparties of private placement and their relationship with the company:
The counterparties for this private placement of common stock are limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act and the order Ref. No. 1120383220 issued by the Financial Supervisory Commission on September 12, 112. These are further limited to strategic investors. However, there are currently no pre-determined strategic investors.
4. Number of privately placed shares or units: Not exceeding 25,000 thousand shares
5. Limit of privately placed shares: Not exceeding 25,000 thousand shares
6. Basis and rationality of private placement price determination:
(1) The reference price for determining the subscription price of this private placement of common stock shall be the higher of the simple arithmetic average of the closing prices of common stock on any one, three, or five business days before the pricing date, after deducting ex-rights 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 stock on the thirty business days before the pricing date, after deducting ex-rights for bonus shares and cash dividends, and adding back ex-rights for capital reduction.
(2) The subscription price for this private placement of common stock is proposed to be authorized by the shareholders' meeting to the board of directors. Based on the above regulations, the private placement price shall not be lower than 80% of the reference price. The actual price, within the range resolved by the shareholders' meeting, is proposed to be authorized by the shareholders' meeting to the board of directors to be determined based on future negotiations with specific parties and market conditions.
(3) The pricing method for this private placement of common stock is in accordance with the “Directions for Public Companies Conducting Private Placement of Securities”. Considering the company’s actual operations, future outlook, and the strict restrictions on the transfer period, target, and quantity of privately placed securities, as well as the factor that publicly offering and listing cannot be applied for within three years from the delivery date due to lower liquidity, the determination of this private placement price is considered reasonable.
7. Use of proceeds from this private placement: To replenish working capital, repay bank loans, reinvest in subsidiaries, or meet other capital demands for the company's long-term development. It is proposed to authorize the board of directors by the shareholders' meeting to issue new common shares through private placement. The total number of privately placed common shares shall not exceed 25,000 thousand shares (par value NT$10 per share). This private placement of common stock will be carried out at an opportune time, considering market conditions and the company's actual operational needs, either in one lump sum or in installments (up to three times) within one year from the date of the shareholders' meeting resolution.
8. Reasons for not conducting a public offering: Considering factors such as capital market conditions, fundraising timeliness, issuance costs, and the relative timeliness and convenience of private placement, as well as plans to introduce strategic investors for company development, conducting the private placement is deemed necessary and feasible.
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 new privately placed shares:
The rights and obligations of these privately placed common shares are the same as the company's issued common shares. However, in accordance with Article 43-8 of the Securities and Exchange Act, except for transfer targets and conditions stipulated in the said article, these privately placed common shares shall not be freely transferred within three years from the date of delivery.
14. If accompanied by conversion, exchange, or subscription rights, the conversion reference date: Not applicable.
15. If accompanied by conversion, exchange, or subscription rights, the possible dilution of equity: Not applicable.
16. If accompanied by conversion or subscription rights, the possible impact on the ratio of listed common stock after the delivery of privately placed corporate bonds and assuming full conversion or subscription to common stock (number of listed common stock A, A/outstanding common stock): Not applicable.
17. If the expected listed common stock in the preceding item is less than 60 million shares and less than 25%, please explain measures to address low liquidity: Not applicable.
18. Other matters that need to be specified:
For this private placement (including but not limited to the number of shares issued, issue price, issue conditions, project items, fundraising amount, use of funds, estimated progress, and possible benefits, as well as all other matters related to the issue plan), if any changes or amendments are required due to legal amendments, regulations from the competent authority, operational evaluations, or objective environmental influences, excluding the pricing percentage of the private placement, it is proposed that the shareholders' meeting authorize the board of directors to adjust, determine, and handle such matters according to prevailing market conditions. In the future, if there are changes due to legal amendments, instructions for amendment from the competent authority, operational evaluations, or objective environmental needs, the board of directors shall also be fully authorized to handle them.
To coordinate with this private placement of common stock, it is proposed that the shareholders' meeting authorize the chairman or his designated person to represent the company in signing, negotiating, and amending all contracts and documents related to the private placement of common stock, and to handle all matters required for the issuance of privately placed common stock.