1. Date of regulatory approval for capital reduction: July 23, 115 2. Date of completion of capital change registration: August 5, 115 3. Impact on financial statements (including differences in paid-in capital and outstanding shares, and impact on net asset value per share):

Paid-in Capital (NT$) Outstanding Shares (shares) Net Asset Value per Share (NT$) Before Reduction 302,719,290 30,271,929 6.24 After Reduction 165,550,600 16,550,060 11.40

The above net asset value per share is calculated based on the most recent audited financial statements for Q2 of Year 115.

4. Planned Share Exchange Program: The company's annual general meeting on May 26, 115 approved a capital reduction to offset accumulated losses. This was officially filed and became effective upon notification from the Taiwan Stock Exchange on July 23, 115 (Letter No. 1151802856). In accordance with the "Operating Rules of the Taiwan Stock Exchange Corporation" and the "Procedures for Listed Companies Issuing New Securities," the following plan is established:

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 shares), with a par value of NT$10 per share and total paid-in capital of NT$302,719,290.

II. Total number and amount of shares reduced: The company reduces capital by NT$137,168,690, canceling 13,716,869 issued shares to improve its financial structure.

III. Capital reduction ratio: 45.312174%, meaning every 1,000 shares will be exchanged for approximately 546.87826 shares (i.e., 453.12174 shares canceled per 1,000).

IV. Total number and amount of shares after reduction: After capital reduction, the company will reissue 16,555,060 shares (including 7,805,007 listed ordinary shares and 8,750,053 privately placed shares), with a par value of NT$10 per share and paid-in capital of NT$165,550,600.

V. Share exchange process: Based on shareholder records as of the capital reduction benchmark date, shareholders will receive new shares at an exchange ratio of 54.687826% (i.e., every 1,000 shares reduced by approximately 453.12174 shares). Fractional shares less than one share will be eligible for consolidation into whole shares between five days before and one day before the share transfer suspension period at the company’s stock transfer agent. Unconsolidated or remaining fractional shares will be compensated in cash at the closing price of the last trading day prior to the benchmark date on the public market, rounded down to the nearest dollar. The chairman is authorized to arrange for specific investors to purchase these fractional shares at the same closing price. (Proceeds from fractional shares will be used to cover electronic registration fees or settlement charges.)

VI. Schedule for issuing new shares after capital reduction: (1) Last trading day for old shares: September 9, 115 (2) Suspension period for old share trading: September 10 to September 18, 115 (3) Final share transfer date for old shares: September 13, 115 (4) Share transfer suspension period: September 14 to September 18, 115 (5) Capital reduction share exchange benchmark date: September 18, 115 (6) New share issuance and listing date: September 21, 115. From this date onward, the original listed shares may no longer be used as settlement instruments. (7) The new shares issued through this capital reduction will be in dematerialized form, carrying the same rights and obligations as the original shares. (8) Share transfer procedures: Since the final transfer date falls on a holiday, shareholders who have not yet completed transfer must visit the company’s stock transfer agent by 4:30 PM on Friday, September 11, 115. Mailed applications are valid if postmarked by September 13, 115 (final transfer date). For shareholders using the Taiwan Depository & Clearing Corporation’s centralized transfer service, the transfer agent will process transfers automatically based on submitted data.

VII. Procedures and documentation for receiving new shares: (1) As the company has adopted dematerialized securities issuance, shareholders without a Central Securities Depository (CSD) account at a brokerage should promptly open one to facilitate the exchange process. (2) Shareholders whose old shares are already registered must bring their old share certificates, original seal impression, CSD passbook copy, and the share exchange application form sent by the company’s stock transfer agent to the Taishin Securities Corporate Services Division to complete the exchange and transfer. (3) Shareholders who purchased old shares but have not completed transfer must prepare the old share certificate, transfer application form, supporting documents (purchase report, share retrieval number list, or securities transaction tax receipt), CSD passbook copy, photocopy of both sides of ID card, and personal seal. They must first complete the transfer procedure at Taishin Securities, then proceed with the exchange and transfer, filling out the share exchange application form accordingly. (4) For old shares already deposited into a securities depository account, the Taiwan Depository & Clearing Corporation will automatically convert them into dematerialized new shares on the new share listing date. No action is required by shareholders. (5) Shareholders applying by mail should send their application via registered mail to Taishin Securities Corporate Services Division. (Mail-only mailbox: No. 46-300, Taipei Post Office, Box 104946.) (6) Exchange location: Taishin Securities Corporate Services Division, B1, No. 96, Section 1, Jianguo North Road, Zhongshan District, Taipei City. Phone: 02-25048125.

VIII. This plan will be implemented after submission and approval by the Taiwan Stock Exchange Corporation.

IX. In accordance with the resolution of the shareholders’ meeting, the chairman is authorized to adjust the schedule based on actual progress to align with regulatory timelines. Any matters not covered herein shall be governed by the Company Act and other applicable regulations.

5. Number of listed ordinary shares after capital reduction and new share listing: 7,805,007 shares

6. Percentage of listed ordinary shares to total issued ordinary shares after reduction (listed / total issued): 47.15%

7. If the above two items result in fewer than 60 million listed shares and less than 25% float, explain measures for low liquidity: Not applicable

8. Other disclosures: The company received the capital change registration approval notice from the Hsinchu Science Park Administration on August 6, 115.

FACT BOX

  • Source: PR Times
  • Category: News
  • Dates in source: 115/07/23 / 115/05/26