Release Date: August 13, 115 Statement Date: August 12, 115 Statement Time: 12:06:06 Company Code: 3591 Company Name: Edi-Son Subject: Board Chairman Sets Cash Reduction of Capital Share Exchange Benchmark Date and Share Reissuance Plan (Correction of Final Transfer Date for Reduced Shares) Applicable Clause: Clause 11 Event Date: August 12, 115
Details: 1. Board Resolution Date: NA 2. Capital Reduction Benchmark Date: July 31, 115 3. Share Reissuance Plan for Cash Reduction:
To adjust its capital structure and improve return on equity for shareholders, the company has approved a cash reduction of capital to return funds to shareholders. This was resolved at the 115 Annual General Meeting on May 28, 115, approved and declared effective by the Taiwan Stock Exchange Corporation under Document No. 1151802937 on July 21, 115, and registered with the Ministry of Economic Affairs under Document No. 11530123710 on August 5, 115. Accordingly, this operation plan is established in accordance with the "Operating Rules of the Taiwan Stock Exchange Corporation" and the "Procedures for Reissuing Securities by Listed Companies on the Taiwan Stock Exchange Corporation."
Key details of the share reissuance due to capital reduction are as follows:
I. Details of the securities to be reissued: (a) Security Name: Common Shares of Edi-Son Optoelectronics Co., Ltd. (b) Total Reissued Shares: Includes all previously issued shares, totaling 145,386,835 common shares, with a par value of NT$10 per share, amounting to NT$1,453,868,350. (c) Total Shares and Amount to be Reduced: 15,000,000 issued shares will be canceled, reducing capital by NT$150,000,000. (d) Reduction Ratio: In accordance with Article 168 of the Company Act, capital reduction shall be proportional to shareholders’ holdings. The reduction ratio is 10.31730280%, meaning 103.173028 shares will be deducted per 1,000 shares held, and 896.826972 new shares will be issued per 1,000 shares. (e) Cash Refund per Share: NT$1.03173028 per share will be refunded in cash, rounded down to the nearest dollar. (f) Total Shares and Capital After Reduction: 130,386,835 shares will be issued after reduction, with a par value of NT$10 per share, resulting in a total paid-in capital of NT$1,303,868,350. (g) New shares will be issued based on shareholders’ holdings as recorded on the shareholder register on the "Share Exchange Benchmark Date for Capital Reduction." For every 1,000 shares, 103.173028 shares will be reduced (896.826972 new shares issued). Fractional shares less than one after reduction may be consolidated by shareholders during the five days prior to the transfer suspension period up to the day before. Any remaining fractional shares after consolidation or unconsolidated shares by the deadline will be compensated in cash based on the closing price on the last trading day before the benchmark date (offsetting depository or electronic registration fees), rounded down to the nearest dollar. The Chairman is authorized to arrange for specific parties to purchase such fractional shares at the closing price. (h) The new shares issued through this cash reduction will be issued in book-entry form only, with rights and obligations identical to the original shares.
II. Schedule for Share Reissuance: (a) Last Trading Day for Reduced Shares: September 9, 115 (b) Trading Suspension Period: September 10 to September 18, 115 (c) Final Share Transfer Date: September 13, 115 (since September 13 falls on a holiday, in-person transfers must be completed by 4:30 PM on September 11; mailed applications must bear a postmark no later than September 13, 115) (d) Share Transfer Suspension Period: September 14 to September 18, 115 (e) Share Exchange Benchmark Date: September 18, 115 (f) New Share Issuance and Listing Date (Old Shares Delisting Date): September 21, 115 (g) Cash Refund Distribution Date: October 2, 115 (h) After the new shares begin trading, old shares will no longer be valid for trading or settlement.
III. Procedures for New Share Issuance: (a) The company’s share agent will mail a share exchange notice to shareholders for new share issuance. (b) Shares already deposited in the securities custody account will be automatically exchanged by the Taiwan Depository & Clearing Corporation on the new share listing date; no action is required by shareholders. (c) Share Transfer Method: Shareholders who have not yet completed transfer must do so by 4:30 PM on September 11, 115 (Friday) in person at the share agent office "Fubon Securities Share Agency Department" due to the holiday on September 13. Mailed applications must bear a postmark no later than September 13, 115. For shareholders using centralized transfer services, the agent will process transfers based on submitted data. (d) Share Exchange Location: Fubon Comprehensive Securities Share Agency Department, 11F, No. 17, Xuchang Street, Zhongzheng District, Taipei City. Tel: (02)2361-1300 (e) Mailed applications should be sent via registered mail to the above address.
IV. This plan will be implemented upon approval by the Taiwan Stock Exchange Corporation. The Chairman is authorized to adjust the schedule based on actual progress, in accordance with the resolution of the shareholders’ meeting.
V. Any matters not covered herein shall be handled in accordance with the Company Act and other relevant regulations.
4. Share Exchange Benchmark Date: September 18, 115 5. Start of Transfer Suspension Period: September 14, 115 6. End of Transfer Suspension Period: September 18, 115 7. Rights and Obligations of New Shares After Reduction: Same as original common shares 8. Expected New Share Listing Date: September 21, 115 9. Expected Number of Listed Common Shares After Reduction: 130,386,835 shares 10. Ratio of Listed Common Shares to Total Issued Shares After Reduction: 100% 11. Measures for Low Liquidity (if applicable): Not applicable 12. Other Matters: The Chairman was authorized at the 115 Annual General Meeting on May 28 to determine the capital reduction benchmark date and share exchange benchmark date, among other related matters.
FACT BOX
- Source: PR Times
- Category: News