1. Board Resolution Date: NA 2. Capital Reduction Benchmark Date: 115/07/01 3. Capital Reduction and Share Exchange Plan: On May 27, 115, the company's annual general meeting of shareholders passed a resolution to carry out a cash capital reduction: Reducing capital by NT$1,162,568,160, canceling 116,256,816 issued shares. This has been reported and approved effective by the Taiwan Stock Exchange Corporation under document No. 1151802606 dated June 29, 115, and this plan is established in accordance with the 'Procedures for Listed Companies Issuing Securities' of the Taiwan Stock Exchange Corporation.

Part One: Details of the securities to be reissued in this comprehensive reissuance: 1. Name of reissued securities: Ruiyi Optoelectronics Co., Ltd. common stock. 2. Total number of reissued shares: Includes all previously issued shares, totaling 465,027,263 common shares, each with a par value of NT$10, amounting to NT$4,650,272,630. 3. Total number and amount of capital reduction: 116,256,816 issued shares canceled, each with a par value of NT$10, totaling NT$1,162,568,160, aimed at improving shareholder equity returns. 4. Capital reduction ratio: 25%, with every 1,000 original common shares exchanged for 750 shares (i.e., reducing 250 shares per 1,000 shares). 5. Total number and amount of shares after capital reduction: 348,770,447 shares to be reissued, each with a par value of NT$10, totaling NT$3,487,704,470. 6. The new shares issued upon cancellation of shares due to capital reduction will be calculated individually based on each shareholder's holdings recorded in the shareholder register as of the 'Capital Reduction Share Exchange Benchmark Date'. Every 1,000 shares will be exchanged for 750 shares (i.e., reducing 250 shares per 1,000 shares). Shareholders will receive a refund of NT$2.5 per share (i.e., NT$2,500 per 1,000 shares). For fractional shares less than one share remaining after capital reduction, shareholders may voluntarily consolidate them into whole shares at the company's share agent between five days before the capital reduction share exchange suspension date and one day before the suspension date. For any remaining fractional shares still less than one share after consolidation, cash payment will be made based on the closing price on the last trading day in the public market before the capital reduction share exchange benchmark date, calculated to the nearest dollar (amounts below one dollar rounded down). The chairman is authorized to arrange for specific parties to purchase such fractional shares at that closing price.

Part Two: The new shares issued in this capital reduction will be in dematerialized form, and the issuance will comply with relevant laws and regulations regarding dematerialized shares.

Part Three: The rights and obligations of the newly issued shares in this reissuance are identical to those of the old shares.

Part Four: Capital reduction and share reissuance schedule: 1. Last trading date for old shares: August 12, 115. 2. Period during which old shares are suspended from trading: August 13, 115 to August 21, 115. 3. Last date for old share transfer registration: August 16, 115 (since the last registration date falls on a holiday, in-person registration ends at 4:30 PM on August 14, 115; mailed registrations are valid if postmarked on August 16, 115). 4. Period during which old shares are suspended from transfer registration: August 17, 115 to August 21, 115. 5. Capital reduction share reissuance benchmark date: August 21, 115. 6. Listing date for new shares and delisting date for old shares: August 24, 115. 7. Date for distribution of cash refunds from capital reduction: August 31, 115. 8. From the date new shares begin trading, old shares may no longer be used as settlement instruments for trading.

Part Five: Procedures and formalities for reissuing new shares: 1. The new shares issued in this reissuance will all be in dematerialized form. Shareholders who have not yet opened a central securities depository (CSD) account with a securities firm are urged to promptly open a CSD account with their broker to facilitate the reissuance process. 2. The company's share agent will print and mail a capital reduction reissuance notice to each shareholder, to be used for processing the new share reissuance. 3. Reissuance of registered old shares: Shareholders should bring their old shares, the share reissuance application form sent by the company's share agent (Hongyuan Securities Co., Ltd. Share Agency Department), original seal impression, and CSD passbook to the share agent to complete the reissuance. 4. Reissuance of unregistered old shares: Shareholders who purchased shares on the centralized market but have not yet completed registration should prepare the old shares, transfer registration form, purchase report, stock retrieval number list, or other relevant proof documents, a photocopy of both sides of their ID, original seal impression, and CSD passbook, and proceed to the company's share agent to complete registration and reissuance procedures. 5. Shares already deposited in a securities depository account will be automatically reissued by the Taiwan Central Depository & Clearing Corporation on the new share listing date; shareholders do not need to take any action.

Part Six: Reissuance location: Company share agent: Hongyuan Securities Co., Ltd. Share Agency Department. Address: 3F, No. 236, Section 4, Xinyi Road, Taipei City 106047. Phone: (02) 2326-8818.

Part Seven: After this plan and its operational matters are approved by the Taiwan Stock Exchange Corporation, the company will submit relevant documents within the prescribed time frame before the shareholder register change suspension date and file them through the designated internet information reporting system. To accommodate potential changes in the regulatory authority's operational timeline, the chairman is authorized to revise the scheduled timeline based on actual progress.

Part Eight: Any matters not covered herein shall be handled in accordance with the Company Act and other relevant laws and regulations.

4. Share reissuance benchmark date: 115/08/21 5. Start date of transfer suspension: 115/08/17 6. End date of transfer suspension: 115/08/21 7. Rights and obligations of new shares after capital reduction: Same as originally issued common shares 8. Expected listing date of new shares: 115/08/24 9. Expected number of listed common shares after new share listing post-capital reduction: 348,770,447 shares 10. Ratio of listed common shares to total issued common shares after capital reduction (listed shares / total issued shares): 100% 11. If the above two items result in listed common shares less than 60 million shares and less than 25%, explain measures for low liquidity: Not applicable 12. Other matters to be stated: This plan will be implemented after being reviewed and approved by the Taiwan Stock Exchange.

FACT BOX

  • Source: PR Times
  • Category: News
  • Dates in source: 115/06/29 / 115/07/01