1. Name and nature of the target (if preferred shares, specify issuance terms such as dividend rate): Syncell Inc. Series A+ Preferred Shares The preferred shares may be converted into common shares at any time after issuance, in whole or in part, and the terms do not specify an expiration date for the conversion right.
2. Date on which the fact occurred: July 3, 2026 ~ July 3, 2026
3. Date of board approval: July 3, 2026
4. Other approval dates: Not applicable
5. Number of units, unit price, and total transaction amount: Number of units: Not applicable Unit price: USD 0.6535 Total transaction amount: Up to USD 10.21 million
6. Counterparty and its relationship with the company (if the counterparty is a natural person and not a related party, name disclosure may be omitted): Not applicable
7. If the counterparty is a related party, disclose the reason for selection, previous transferor, relationships among previous transferor, company, and counterparty, transfer date, and amount: Not applicable
8. If the target’s owner was a related party of the company within the past five years, disclose the date, price, and relationship at the time of acquisition and disposal: Not applicable
9. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties, disclose names and book amounts): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, explain recognition status in table form): Not applicable
11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important agreements: Delivery or payment terms: According to Syncell Inc.'s fundraising schedule Contractual restrictions: None Other important agreements: None
12. Decision method for the transaction, basis for price determination, and decision-making body: Transaction decision method: Company Board of Directors Basis for price determination: Auditor's opinion on price reasonableness and Syncell Inc.'s fundraising plan Decision-making body: Company Board of Directors
13. Net asset value per share of the securities-issuing company: NT$4.47
14. Cumulative number, amount, ownership percentage, and rights restrictions (e.g., pledge status) of the securities held (including this transaction) to date: Cumulative number: Not applicable Cumulative amount: Not applicable Cumulative ownership percentage: Not applicable Rights restrictions: None
15. Ratio of cumulative securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposition Rules for Publicly Issued Companies' to total assets and equity attributable to owners of the parent in the latest financial statements, and the amount of working capital in the latest financial statements: Ratio to total assets: Not applicable Ratio to equity attributable to owners of the parent: Not applicable Working capital amount: NT$3,691,713 thousand
16. Broker and brokerage fees: None
17. Specific purpose or use of the acquisition or disposal of securities: Long-term investment
18. Dissenting directors' opinions on this transaction: None
19. Whether this transaction is a related-party transaction: No
20. Date of auditor’s acknowledgment or audit committee approval: July 3, 2026
21. Whether the auditor issued a non-reasonableness opinion on this transaction: No
22. Name of auditing firm: Hsin Yu United Certified Public Accountants
23. Name of auditor: Lin Chang-Yu, CPA
24. Auditor license number: Financial Supervisory Commission Certificate No. 4562
25. Whether this transaction involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction history with the counterparty in the past year and expected in the next year: Not applicable
28. Source of funds: Not applicable
29. Previous date of material information disclosure regarding the same event: Not applicable
30. Other explanatory matters: None
FACT BOX
- Source: PR Times
- Category: Funding
- Organizations: Syncell Inc.