1. Board Resolution Date: NA 2. Capital Reduction Benchmark Date: 115/07/24 3. Capital Reduction and Share Exchange Plan: Tung Hsun passed a capital reduction to offset losses at its annual shareholders’ meeting on May 26, Year 115. The plan has been officially declared effective by the Taiwan Stock Exchange under letter No. 1151802856 dated July 23, Year 115. Accordingly, the company has established this operational plan in accordance with the 'Operating Rules of the Taiwan Stock Exchange Corporation' and the 'Procedures for Listed Companies to Issue New Securities'.
I. Total Number of Shares to Be Reissued: Includes all previously issued shares, totaling 30,271,929 ordinary shares (comprising 14,271,928 listed ordinary shares and 16,000,001 privately placed ordinary shares), with a par value of NT$10 per share and paid-in capital of NT$302,719,290.
II. Total Number and Amount of Capital Reduction: The company will reduce capital by NT$137,168,690, canceling 13,716,869 issued shares to improve its financial structure.
III. Capital Reduction Ratio: The reduction ratio is 45.312174%, meaning approximately 546.87826 new shares will be issued for every 1,000 old shares (i.e., 453.12174 shares will be canceled per 1,000 shares).
IV. Total Number and Amount of Shares After Capital Reduction: After the reduction, a total of 16,555,060 shares will be reissued (including 7,805,007 listed ordinary shares and 8,750,053 privately placed ordinary shares), with a par value of NT$10 per share and paid-in capital of NT$165,550,600.
V. The issuance of new shares following the cancellation of shares due to capital reduction will be based on the shareholder register as of the capital reduction share exchange benchmark date. For every 1,000 shares held, approximately 453.12174 shares will be canceled, with a share exchange ratio of 54.687826%—i.e., approximately 546.87826 new shares will be issued for every 1,000 old shares. Fractional shares less than one share after the reduction will be handled as follows: Shareholders may consolidate fractional shares into whole shares by applying to the company’s share transfer agent from five days before the share transfer suspension date up to one day before the suspension date. Fractional shares not consolidated, or still less than one share after consolidation, will be paid in cash based on the closing price of the last trading day before the capital reduction benchmark date on the public stock market, rounded down to the nearest dollar. The Chairman is authorized to arrange for specific parties to purchase such fractional shares at the closing price. (Proceeds from fractional shares will be used to cover electronic registration fees or offset settlement and transfer charges.)
VI. Capital Reduction and Share Reissuance Schedule: (1) Last Trading Day for Old Shares: September 9, Year 115 (2) Suspension Period for Trading Old Shares: September 10 to September 18, Year 115 (3) Last Share Transfer Date for Old Shares: September 13, Year 115 (4) Share Transfer Suspension Period: September 14 to September 18, Year 115 (5) Capital Reduction Share Exchange Benchmark Date: September 18, Year 115 (6) New Share Issuance and Listing Date: September 21, Year 115. From this date onward, the original listed old shares may no longer be used as settlement instruments in trading. (7) The new shares issued in this capital reduction for loss offset will be issued in electronic form without physical certificates, and their rights and obligations are identical to those of the originally issued shares. (8) Share Transfer Procedure: Since the last transfer date falls on a holiday, shareholders who have not yet completed share transfers must personally visit the company’s share transfer agent by 4:30 PM on Friday, September 11, Year 115, to complete the transfer. Mail-in applications must bear a postmark no later than September 13, Year 115 (the last transfer date). For shareholders using the centralized transfer service provided by the Taiwan Central Depository & Clearing Corporation, the transfer will be processed automatically based on submitted data.
VII. Procedures and Requirements for New Share Issuance: (1) As the company has adopted electronic issuance of securities, shareholders who have not yet opened a central depository account with a securities firm are urged to do so promptly to facilitate the share exchange process. (2) Shareholders whose old shares have been successfully transferred should bring their old share certificates, registered seals, photocopies of their central depository account books, and the New Share Application Form issued by the company’s share transfer agent to the Taishin Securities Share Agency Department to complete the exchange and transfer procedures. (3) Shareholders who have purchased old shares but have not completed the transfer must prepare the old share certificates, transfer application form, supporting documents (purchase report, share retrieval number list, or securities transaction tax receipt), photocopy of central depository account book, photocopy of both sides of ID card, and seal, and first complete the transfer procedure at the Taishin Securities Share Agency Department before proceeding with the exchange. They must also complete the New Share Application Form and follow the above procedure for exchange and transfer. (4) Old shares already deposited in the securities central depository account will be automatically converted into electronic new shares by the Taiwan Central Depository & Clearing Corporation on the new share listing date. Shareholders do not need to take any action. (5) Shareholders applying by mail should send their application via registered mail to the Taishin Securities Share Agency Department. (Mailbox: No. 46-300, Taipei Post Office, Box 104946) (6) Exchange Location: Taishin Securities Share Agency Department, B1, No. 96, Section 1, Jianguo North Road, Zhongshan District, Taipei City. Phone: 02-25048125
VIII. This operational plan will be implemented after approval by the Taiwan Stock Exchange Corporation.
IX. In accordance with the actual operational schedule of regulatory authorities, the Chairman is authorized by the shareholders’ resolution to adjust the scheduled dates as necessary. All other matters shall be handled in accordance with the Company Act and other relevant regulations.
4. Share Reissuance Benchmark Date: 115/09/18 5. Start Date of Transfer Suspension: 115/09/14 6. End Date of Transfer Suspension: 115/09/18 7. Rights and Obligations of New Shares After Capital Reduction: The rights and obligations of the new shares after capital reduction are identical to those of the originally issued shares. 8. Expected Listing Date of New Shares After Capital Reduction: 115/09/21 9. Expected Number of Listed Ordinary Shares After Capital Reduction: 7,805,007 shares 10. Proportion of Listed Ordinary Shares to Total Issued Ordinary Shares After Capital Reduction (Listed Shares / Total Issued Shares): 47.15% 11. Since the above two figures (listed shares) are below 60 million shares and 25%, explanation of measures for low liquidity: Not applicable. 12. Other Matters to Be Disclosed: The Board of Directors has authorized the Chairman to determine the capital reduction benchmark date, capital reduction share exchange benchmark date, and related matters of the capital reduction and share exchange plan following the shareholders’ meeting resolution.
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- Source: PR Times
- Category: News
- Dates in source: 115/05/26 / 115/07/23