Announcement Date: July 8, 2026 Statement Date: July 7, 2026 Statement Time: 17:48:35 Company Code: 2438 Company Name: Hsiang Yao Subject: Correction and announcement of the board of directors' resolution regarding private placement cash capital increase Applicable Clause: Item 11 Factual Date: April 24, 2026
1. Board Resolution Date: April 24, 2026 2. Type of Privately Placed Securities: Ordinary Shares 3. Private Placement Recipients and Their Relationship with the Company: The private placement is limited to specific qualified investors as defined under Article 43-6 of the Securities and Exchange Act and related regulations, and specifically targets strategic investors. Priority will be given to those who can contribute to the company’s long-term development, business expansion, financial restructuring, competitiveness enhancement, and shareholder value. However, no specific investors have been finalized yet. The qualification criteria and selection of investors will be subject to authorization by the shareholders’ meeting to the board of directors for legal review and execution.
4. Number of Shares Privately Placed: Up to 7,000,000 shares 5. Authorized Private Placement Amount: Up to 7,000,000 shares, to be conducted in two tranches within one year from the shareholders’ meeting resolution date 6. Basis and Reasonableness of Private Placement Price: The reference price for the private placement is determined by the higher of the following two benchmarks: (1) Simple arithmetic average of closing prices of ordinary shares over one, three, or five trading days prior to the pricing date, adjusted by deducting free share distributions and dividends, and adding back reverse capital reduction adjustments. (2) Simple arithmetic average of closing prices of ordinary shares over the 30 trading days prior to the pricing date, similarly adjusted. The actual private placement price shall not be lower than 80% of the reference price. This pricing method complies with current regulations and considers the company’s operational status, future outlook, market price of ordinary shares, market practices, and the transfer restrictions on privately placed securities, thus deemed reasonable. The actual pricing date and final price will be determined by the board of directors within the framework approved by the shareholders’ meeting, considering market conditions and investor negotiations.
7. Use of Proceeds from Private Placement: To strengthen working capital, repay borrowings, improve financial structure, and meet future funding needs for business development. 8. Reason for Not Adopting Public Offering: Considering timeliness, convenience, feasibility, and issuance costs, private placement offers faster and simpler execution. Additionally, transfer restrictions help ensure stable, long-term relationships with strategic investors. 9. Independent Director Objections or Reservations: None 10. Actual Pricing Date: Not applicable 11. Reference Price: Not applicable 12. Actual Private Placement Price, Conversion Price, or Subscription Price: Not applicable 13. Rights and Obligations of Newly Issued Shares: The rights and obligations of the privately placed ordinary shares are identical to those of the company’s existing ordinary shares. However, under the Securities and Exchange Act, these shares cannot be resold for three years from the date of delivery, except to transferees permitted under Article 43-8. After three years, the board of directors is authorized to apply to the competent authority for public issuance and listing, subject to prevailing conditions. 14. Conversion/Exchange/Subscription Benchmark Date: Not applicable 15. Potential Dilution Impact: Not applicable 16. Impact on Listed Ordinary Share Equity Ratio: Not applicable 17. Measures for Low Share Liquidity: Not applicable 18. Other Matters to be Clarified: (1) The main content of this private placement plan, excluding the pricing floor, including issue price, number of shares, amount raised, project details, fund utilization progress, expected benefits, and other matters, may be adjusted due to regulatory requirements or changes in objective conditions. Such adjustments will be authorized by the shareholders’ meeting to the board of directors for execution in accordance with regulations. (2) The original announcement under Item 5, “Authorized Private Placement Amount,” did not clearly state that the placement would be conducted in two tranches within one year from the shareholders’ meeting resolution date. This is hereby corrected. (3) The content originally disclosed under Item 10 “Actual Pricing Date,” Item 11 “Reference Price,” and Item 12 “Actual Private Placement Price” was incorrectly stated. As no actual pricing has yet occurred, these items are hereby corrected. The actual pricing date and price will be determined by the board of directors after shareholders’ meeting approval, in accordance with the pricing basis and relevant laws.
FACT BOX
- Source: PR Times
- Category: Funding