【Yu Pao-Chuang - Creat】Announcement on the Board of Directors' Resolution to Issue Common Shares via Private Placement
Yu Pao-Chuang announced its Board of Directors' resolution to issue up to 3,000 thousand common shares via private placement. This aims to raise capital from strategic investors to enhance working capital and strengthen the financial structure.
📋 Article Processing Timeline
- 📰 Published: May 5, 2026 at 09:00
- 🔍 Collected: May 6, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 6, 2026 at 09:41 (1h 41m after Collected)
1. Date of Board of Directors' Resolution: 115/05/05
2. Type of privately placed securities: Common shares
3. Private placement subscribers and their relationship with the company:
The subscribers of these privately placed securities shall be strategic investors who comply with Article 43-6 of the Securities Exchange Act and Article 4, Paragraph 1, Subparagraph 2 of the Regulations Governing the Offering and Issuance of Securities by Public Companies.
4. Number of privately placed shares or units: The issuance shall not exceed 3,000 thousand shares, with a par value of NT$10 per share.
5. Permitted private placement quota:
This private placement case, resolved by the shareholders' meeting, will be conducted in two tranches within one year from the date of resolution.
First tranche estimated private placement shares: 2,000 thousand shares
Second tranche estimated private placement shares: 1,000 thousand shares
The shares not issued in the previous tranche of the aforementioned private capital increase may be combined with the next issuance, with the total issued shares not exceeding 3,000 thousand shares.
6. Basis and reasonableness of private placement pricing:
(1) The reference price for this private placement of common shares will be determined based on the higher of the following two calculations:
(a) The simple arithmetic average of the closing prices of common shares over one, three, or five business days prior to the pricing date, after deducting ex-rights and ex-dividend adjustments for bonus shares and cash dividends, and adding back ex-rights adjustments for capital reduction.
(b) The simple arithmetic average of the closing prices of common shares over thirty business days prior to the pricing date, after deducting ex-rights and ex-dividend adjustments for bonus shares and cash dividends, and adding back ex-rights adjustments for capital reduction.
(2) The per-share private placement price shall not be lower than 80% of the reference price and not lower than the par value of NT$10. The actual issuance price will be proposed to the shareholders' meeting for authorization to the Board of Directors to determine in accordance with laws and regulations, and within the pricing basis and percentage range resolved by the shareholders' meeting, considering the future engagement with specific parties and market conditions at that time.
(3) The determination of the issuance price for this private placement of common shares complies with the relevant regulations of the competent authority. It is also decided after considering the company's operational status, future outlook, and the reference price on the pricing date, making the pricing method reasonable.
7. Purpose of funds raised from this private placement: To enhance working capital, strengthen financial structure, or meet other funding needs for future development.
8. Reasons for not adopting public offering: Considering the timeliness, convenience, issuance costs of capital raising, and the restriction on transfer of privately placed shares within three years, which can better ensure and strengthen long-term cooperative relationships with strategic partners, this private placement is conducted without a public offering.
9. Objections or reservations from independent directors: 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 these privately placed new shares: The rights and obligations of these privately placed common shares are the same as the company's existing common shares. However, in accordance with Article 43-8 of the Securities Exchange Act, these privately placed common shares, except for specific circumstances, may only be freely transferred after three years from the delivery date. After three years from the delivery date of the privately placed common shares, an application for supplementary public offering and listing (over-the-counter trading) will be made in accordance with relevant laws and regulations.
14. Record date for conversion if convertible, exchangeable, or warrant-bearing: Not applicable
15. Potential dilution of equity if convertible, exchangeable, or warrant-bearing: Not applicable
16. Potential impact on the ratio of listed common stock equity after the delivery of privately placed corporate bonds and assuming full conversion or subscription into common stock (Listed common stock A, A/Total issued common stock): Not applicable
17. If the estimated 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 to be specified:
(1) The main contents of this private placement plan, apart from the pricing percentage, including the actual issuance price, number of shares, issuance conditions, project items, fundraising amount, estimated progress, and estimated benefits, as well as all other matters related to the issuance plan, will be proposed to the shareholders' meeting for approval to authorize the Board of Directors to adjust, determine, and handle based on market conditions. The private placement price will be determined within the pricing basis and range resolved by the shareholders' meeting. If revisions are required due to instructions from the competent authority or changes based on operational evaluation or objective environmental needs, the Board of Directors will also be fully authorized to handle them.
(2) According to regulations, if the Board of Directors resolves to proceed with a private placement and there is a significant change in management control within one year prior to the private placement, or after introducing strategic investors through a private placement, a securities underwriter should be consulted to provide an evaluation opinion on the necessity and reasonableness of the private placement. The company has engaged a securities underwriter to conduct this, and the evaluation report can be found in the private placement section.
2. Type of privately placed securities: Common shares
3. Private placement subscribers and their relationship with the company:
The subscribers of these privately placed securities shall be strategic investors who comply with Article 43-6 of the Securities Exchange Act and Article 4, Paragraph 1, Subparagraph 2 of the Regulations Governing the Offering and Issuance of Securities by Public Companies.
4. Number of privately placed shares or units: The issuance shall not exceed 3,000 thousand shares, with a par value of NT$10 per share.
5. Permitted private placement quota:
This private placement case, resolved by the shareholders' meeting, will be conducted in two tranches within one year from the date of resolution.
First tranche estimated private placement shares: 2,000 thousand shares
Second tranche estimated private placement shares: 1,000 thousand shares
The shares not issued in the previous tranche of the aforementioned private capital increase may be combined with the next issuance, with the total issued shares not exceeding 3,000 thousand shares.
6. Basis and reasonableness of private placement pricing:
(1) The reference price for this private placement of common shares will be determined based on the higher of the following two calculations:
(a) The simple arithmetic average of the closing prices of common shares over one, three, or five business days prior to the pricing date, after deducting ex-rights and ex-dividend adjustments for bonus shares and cash dividends, and adding back ex-rights adjustments for capital reduction.
(b) The simple arithmetic average of the closing prices of common shares over thirty business days prior to the pricing date, after deducting ex-rights and ex-dividend adjustments for bonus shares and cash dividends, and adding back ex-rights adjustments for capital reduction.
(2) The per-share private placement price shall not be lower than 80% of the reference price and not lower than the par value of NT$10. The actual issuance price will be proposed to the shareholders' meeting for authorization to the Board of Directors to determine in accordance with laws and regulations, and within the pricing basis and percentage range resolved by the shareholders' meeting, considering the future engagement with specific parties and market conditions at that time.
(3) The determination of the issuance price for this private placement of common shares complies with the relevant regulations of the competent authority. It is also decided after considering the company's operational status, future outlook, and the reference price on the pricing date, making the pricing method reasonable.
7. Purpose of funds raised from this private placement: To enhance working capital, strengthen financial structure, or meet other funding needs for future development.
8. Reasons for not adopting public offering: Considering the timeliness, convenience, issuance costs of capital raising, and the restriction on transfer of privately placed shares within three years, which can better ensure and strengthen long-term cooperative relationships with strategic partners, this private placement is conducted without a public offering.
9. Objections or reservations from independent directors: 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 these privately placed new shares: The rights and obligations of these privately placed common shares are the same as the company's existing common shares. However, in accordance with Article 43-8 of the Securities Exchange Act, these privately placed common shares, except for specific circumstances, may only be freely transferred after three years from the delivery date. After three years from the delivery date of the privately placed common shares, an application for supplementary public offering and listing (over-the-counter trading) will be made in accordance with relevant laws and regulations.
14. Record date for conversion if convertible, exchangeable, or warrant-bearing: Not applicable
15. Potential dilution of equity if convertible, exchangeable, or warrant-bearing: Not applicable
16. Potential impact on the ratio of listed common stock equity after the delivery of privately placed corporate bonds and assuming full conversion or subscription into common stock (Listed common stock A, A/Total issued common stock): Not applicable
17. If the estimated 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 to be specified:
(1) The main contents of this private placement plan, apart from the pricing percentage, including the actual issuance price, number of shares, issuance conditions, project items, fundraising amount, estimated progress, and estimated benefits, as well as all other matters related to the issuance plan, will be proposed to the shareholders' meeting for approval to authorize the Board of Directors to adjust, determine, and handle based on market conditions. The private placement price will be determined within the pricing basis and range resolved by the shareholders' meeting. If revisions are required due to instructions from the competent authority or changes based on operational evaluation or objective environmental needs, the Board of Directors will also be fully authorized to handle them.
(2) According to regulations, if the Board of Directors resolves to proceed with a private placement and there is a significant change in management control within one year prior to the private placement, or after introducing strategic investors through a private placement, a securities underwriter should be consulted to provide an evaluation opinion on the necessity and reasonableness of the private placement. The company has engaged a securities underwriter to conduct this, and the evaluation report can be found in the private placement section.