Tai-Yang Announces Board Resolution on Pricing of First Private Placement of Common Shares in 2026

Release Date: June 27, 2026
Statement Date: June 26, 2026
Statement Time: 18:54:56
Company Code: 2314
Company Name: Tai-Yang
Subject: Announcement of the Board of Directors' Resolution on the Pricing of the First Private Placement of Common Shares in 2026
Applicable Clause: Clause 11
Factual Date: June 26, 2026

Details:
1. Board Resolution Date: June 26, 2026
2. Type of Privately Placed Securities: Common Shares
3. Private Placement Recipients and Their Relationship with the Company:
The intended recipients of this private placement of common shares are limited to specific investors as defined under Article 43-6 of the Securities and Exchange Act.
4. Number of Privately Placed Shares: 82,304,000 shares
5. Available Private Placement Quota: Up to 100,000 thousand shares, not exceeding the total issued shares, as approved by the shareholders' meeting on June 26, 2026
6. Basis and Reasonableness of Private Placement Price Determination:
(1) The simple arithmetic average closing prices of common shares one, three, or five trading days prior to the pricing date, adjusted for bonus share issuance, dividend payments, and reverse capital reduction, were NT$14.05, NT$14.13, and NT$14.34, respectively. The five-day average of NT$14.34 was selected as the benchmark.
(2) The simple arithmetic average closing price of common shares over the 30 trading days prior to the pricing date, adjusted for bonus share issuance, dividends, and reverse capital reduction, was NT$15.14.
(3) Based on the above, NT$15.14 was adopted as the reference price. Considering the impact on shareholders' equity, the private placement price was set at NT$12.15 per share, equivalent to 80% of the reference price. This price is not below 80% of the reference price approved by the annual shareholders' meeting. The pricing method and conditions comply with legal requirements and take into account the company's operating performance, future outlook, and recent market prices, thus deemed reasonable.
7. Use of Proceeds from This Private Placement: To strengthen working capital and support the company's long-term operational development
8. Reason for Not Conducting a Public Offering:
The company has opted for a private placement to ensure timeliness and feasibility in fundraising and to effectively reduce capital costs. Compared to public offerings, which require public prospectuses and may delay timelines, a private placement allows the company to work with specific investors under Article 43-6 of the Securities and Exchange Act, aligning with actual needs and strategic planning, thereby enhancing flexibility and efficiency in resource utilization. Additionally, the three-year transfer restriction on privately placed securities will help secure long-term cooperation with financial or strategic investors as defined under Article 43-6.
9. Dissenting or Reserved Opinions from Independent Directors: None
10. Actual Pricing Date: June 26, 2026
11. Reference Price: NT$15.14
12. Actual Private Placement Price, Conversion Price, or Subscription Price: NT$12.15
13. Rights and Obligations of the Newly Privately Placed Shares:
The rights and obligations of the privately placed common shares are, in principle, the same as those of the company's currently issued common shares. However, under the Securities and Exchange Act, the privately placed common shares may not be freely transferred for three years from the date of delivery, except as stipulated under Article 43-8 of the Act. These shares may only be freely transferred after three years from the delivery date, or upon applying to the competent authority for supplementary public offering procedures and listing for trading in accordance with relevant regulations.
14. Conversion, Exchange, or Subscription Benchmark Date (if applicable): Not applicable
15. Potential Dilution of Equity (if applicable): Not applicable
16. Impact on Listed Common Share Equity Ratio Assuming Full Conversion or Subscription (Listed Common Shares A, A/Total Issued Common Shares): Not applicable
17. Measures to Address Low Share Liquidity if Listed Common Shares Are Less Than 60 Million or 25%: Not applicable
18. Other Matters to be Disclosed:
Payment Period for This Private Placement: From June 26, 2026, to June 30, 2026.
The payment period for the privately placed common shares shall comply with the 'Guidelines for Privately Placed Securities by Publicly Issued Companies,' requiring full receipt of payment within 15 days from the board's pricing resolution date. However, if regulatory approval is required, payment must be completed within 15 days from the date of receiving such approval.