【ARCUS】Announcement of the Board Resolution to Proceed with a Private Placement of Ordinary Shares
ARCUS announced that its board of directors resolved on April 29, 2026, to proceed with a private placement of up to 30 million ordinary shares. This fundraising aims to replenish operating funds and secure capital for future development, strengthening the company's financial structure and competitiveness.
📋 Article Processing Timeline
- 📰 Published: April 29, 2026 at 09:00
- 🔍 Collected: April 30, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 30, 2026 at 08:42 (42 min after Collected)
1. Date of Board Resolution: 2026/04/29
2. Type of Privately Placed Securities: Ordinary shares
3. Private Placement Subscribers and Their Relationship with the Company: In accordance with Article 43-6 of the Securities and Exchange Act.
If subscribers are strategic investors:
Selection Method and Purpose: Without causing a significant change in the company's future control, select individuals or legal entities that can help the company improve technology, develop products, or strengthen customer relationships.
Necessity and Expected Benefits: By leveraging their experience, technology, and knowledge, enhance the company's competitiveness and operational performance.
If subscribers are insiders or related parties, potential subscribers (relationship with the company) are:
Potential Subscriber Relationship with the Company
====================== ==============================
Sheng, Shao-Lan Chairman
Luo, Hsiu-Chun Spouse of Chairman
Wu, Yung-Chuan Director of the Company
Shih, Po-Sheng Director of the Company
Gotoda, Katsuhiko Vice President of the Company
Wang, Yu-Lang Vice President of the Company
Lu, Kuan-Yi CFO of the Company
Chiang, Chen-Ming Associate Manager of the Company
4. Number of Private Placement Shares or Units: Within the limit of 30,000 thousand shares (30,000,000 shares)
5. Permissible Private Placement Quota: Within the limit of 30,000 thousand shares (30,000,000 shares)
6. Basis and Reasonableness of Private Placement Price Determination:
Basis and Reasonableness of Price Determination: The private placement price will be determined by calculating the simple arithmetic average of the closing prices of ordinary shares for one, three, or five business days prior to the pricing date, excluding capital reduction and adding back ex-rights for capital reduction, or the simple arithmetic average of the closing prices of ordinary shares for 30 business days prior to the pricing date, excluding ex-rights for bonus shares and cash dividends, and adding back ex-rights for capital reduction. The higher of the two calculated prices will be used as the reference price. The subscription price for this private placement of ordinary shares will be submitted to the shareholders' meeting to authorize the board of directors to set it at no less than 80% of the reference price based on the above regulations. The actual price will be determined by the board of directors based on the situation of potential specific subscribers and market conditions, within the range resolved by the shareholders' meeting. The pricing refers to the company's current situation and recent market prices of its shares in the trading market, thus the aforementioned pricing should be considered reasonable.
Reasons and Reasonableness if Private Placement Price is Below Par Value:
According to current laws and the aforementioned pricing method, the private placement price may be below par value. However, privately placed shares have a three-year transfer restriction, except for transfers allowed under Article 43-8 of the Securities and Exchange Act. Therefore, if the private placement price is below par value, it is still considered reasonable.
If the price per share and conversion price are below par value, causing an increase in accumulated losses and affecting shareholders' equity, the shareholders' meeting will discuss whether to reduce capital or other legal methods to cover losses based on annual operating results in future annual general meetings.
7. Use of Funds for This Private Placement: This private placement is expected to be raised in one or two tranches. Regardless of one or two tranches, the total number of shares issued shall not exceed 30,000,000 shares.
The purpose of each tranche is to replenish operating funds or meet capital needs for future development.
Expected Benefits: The expected benefits for each tranche are to strengthen the company's financial structure, improve the company's operational performance, and overall competitiveness.
8. Reasons for Not Adopting Public Offering: The company currently needs to inject operating funds. However, fundraising through public offering may not easily obtain the required funds in a short period. Therefore, it is intended to raise funds from specific individuals through private placement to quickly inject the necessary capital. Furthermore, authorizing the board of directors to handle the private placement based on actual needs will also effectively increase the flexibility and agility of fundraising.
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 Shares in This Private Placement: According to the Securities and Exchange Act, the ordinary shares from this private placement shall not be freely transferred for three years from the date of delivery. After three years from delivery, the company intends to apply to the competent authority for listing and trading in accordance with relevant regulations of the Securities and Exchange Act. Except for the above regulations, the rights and obligations of the ordinary shares from this private placement are the same as the company's issued ordinary shares.
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. If the aforementioned projected listed ordinary shares do not reach 60 million shares and do not reach 25%, please explain the countermeasures for low equity liquidity: Not applicable
17. Other Matters to be Stated:
1. This private placement of securities will be submitted to the shareholders' meeting for authorization to the board of directors for full discretion within one year from the date of the resolution of the annual general meeting.
2. If matters related to this private placement need to be changed due to amendments to relevant laws or in response to objective circumstances, it will be submitted to the shareholders' meeting to authorize the board of directors to revise it according to market conditions at that time.
3. This proposal will be submitted by the board of directors to the 2026 annual general shareholders' meeting for resolution.
2. Type of Privately Placed Securities: Ordinary shares
3. Private Placement Subscribers and Their Relationship with the Company: In accordance with Article 43-6 of the Securities and Exchange Act.
If subscribers are strategic investors:
Selection Method and Purpose: Without causing a significant change in the company's future control, select individuals or legal entities that can help the company improve technology, develop products, or strengthen customer relationships.
Necessity and Expected Benefits: By leveraging their experience, technology, and knowledge, enhance the company's competitiveness and operational performance.
If subscribers are insiders or related parties, potential subscribers (relationship with the company) are:
Potential Subscriber Relationship with the Company
====================== ==============================
Sheng, Shao-Lan Chairman
Luo, Hsiu-Chun Spouse of Chairman
Wu, Yung-Chuan Director of the Company
Shih, Po-Sheng Director of the Company
Gotoda, Katsuhiko Vice President of the Company
Wang, Yu-Lang Vice President of the Company
Lu, Kuan-Yi CFO of the Company
Chiang, Chen-Ming Associate Manager of the Company
4. Number of Private Placement Shares or Units: Within the limit of 30,000 thousand shares (30,000,000 shares)
5. Permissible Private Placement Quota: Within the limit of 30,000 thousand shares (30,000,000 shares)
6. Basis and Reasonableness of Private Placement Price Determination:
Basis and Reasonableness of Price Determination: The private placement price will be determined by calculating the simple arithmetic average of the closing prices of ordinary shares for one, three, or five business days prior to the pricing date, excluding capital reduction and adding back ex-rights for capital reduction, or the simple arithmetic average of the closing prices of ordinary shares for 30 business days prior to the pricing date, excluding ex-rights for bonus shares and cash dividends, and adding back ex-rights for capital reduction. The higher of the two calculated prices will be used as the reference price. The subscription price for this private placement of ordinary shares will be submitted to the shareholders' meeting to authorize the board of directors to set it at no less than 80% of the reference price based on the above regulations. The actual price will be determined by the board of directors based on the situation of potential specific subscribers and market conditions, within the range resolved by the shareholders' meeting. The pricing refers to the company's current situation and recent market prices of its shares in the trading market, thus the aforementioned pricing should be considered reasonable.
Reasons and Reasonableness if Private Placement Price is Below Par Value:
According to current laws and the aforementioned pricing method, the private placement price may be below par value. However, privately placed shares have a three-year transfer restriction, except for transfers allowed under Article 43-8 of the Securities and Exchange Act. Therefore, if the private placement price is below par value, it is still considered reasonable.
If the price per share and conversion price are below par value, causing an increase in accumulated losses and affecting shareholders' equity, the shareholders' meeting will discuss whether to reduce capital or other legal methods to cover losses based on annual operating results in future annual general meetings.
7. Use of Funds for This Private Placement: This private placement is expected to be raised in one or two tranches. Regardless of one or two tranches, the total number of shares issued shall not exceed 30,000,000 shares.
The purpose of each tranche is to replenish operating funds or meet capital needs for future development.
Expected Benefits: The expected benefits for each tranche are to strengthen the company's financial structure, improve the company's operational performance, and overall competitiveness.
8. Reasons for Not Adopting Public Offering: The company currently needs to inject operating funds. However, fundraising through public offering may not easily obtain the required funds in a short period. Therefore, it is intended to raise funds from specific individuals through private placement to quickly inject the necessary capital. Furthermore, authorizing the board of directors to handle the private placement based on actual needs will also effectively increase the flexibility and agility of fundraising.
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 Shares in This Private Placement: According to the Securities and Exchange Act, the ordinary shares from this private placement shall not be freely transferred for three years from the date of delivery. After three years from delivery, the company intends to apply to the competent authority for listing and trading in accordance with relevant regulations of the Securities and Exchange Act. Except for the above regulations, the rights and obligations of the ordinary shares from this private placement are the same as the company's issued ordinary shares.
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. If the aforementioned projected listed ordinary shares do not reach 60 million shares and do not reach 25%, please explain the countermeasures for low equity liquidity: Not applicable
17. Other Matters to be Stated:
1. This private placement of securities will be submitted to the shareholders' meeting for authorization to the board of directors for full discretion within one year from the date of the resolution of the annual general meeting.
2. If matters related to this private placement need to be changed due to amendments to relevant laws or in response to objective circumstances, it will be submitted to the shareholders' meeting to authorize the board of directors to revise it according to market conditions at that time.
3. This proposal will be submitted by the board of directors to the 2026 annual general shareholders' meeting for resolution.