Kuobrothers Corporation
Kuobrothers Corporation
11/07/2024 | Press release | Distributed by Public on 11/07/2024 04:48
The Company’s Board of Directors resolved to conduct private placement of common shares. (updated the list of specific investors)
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| Today's Information |
| Provided by: KUOBROTHERS CORP. | |||||
| SEQ_NO | 2 | Date of announcement | 2024/11/07 | Time of announcement | 18:44:58 |
| Subject |
The Company's Board of Directors resolved to conduct private placement of common shares. (updated the list of specific investors) |
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| Date of events | 2024/11/07 | To which item it meets | paragraph 11 | ||
| Statement |
1.Date of the board of directors resolution:2024/11/07
2.Types of securities privately placed:Common shares
3.Counterparties for private placement and their relationship
with the Company:
(1)The Company will carry out private placement of shares with the
special persons conforming to the restrictions of Article 43-6 of
Securities and Exchange Act, SFB September 12 2023 Explanation of
1120383220, Directions for Public Companies Conducting Private
Placements of Securities. It is proposed to for the shareholders'
meeting to authorize the Board of Directors to determine the
specific persons.
(2)The purposes of choose of specific investors: the Board of Directors
have not determined the specific persons.The counterparties for this
private placement shall meet the qualifications for specific persons
listed in related rules, and are prioritizing those who could benefit
the Company's operation in the future. It is proposed to for the
shareholders' meeting to authorize the Board of Directors to handle
this matter.
(3)The specific investors would be the Company insiders or related
parties.
The methods and purposes of choose of specific investors:
Conforming to the restrictions of Article 43-6 of Securities and
Exchange Act, in order to achive the goal: increase the abilities
of profit, enhance the finance structure and keep sustainable
operation of the Company. Avoid to impact the operation, choosing
private placement from specific investors to raise funds.
The necessity: In order to increase the abilities of profit,
enhance the finance structure and keep sustainable operation of
the Company.
The benefit expected: sustainable and flexible source of capital.
The list of specific investors:
Table 1: The following lists the possible investors and
relationship with the Company:
Name relationship
CHENG,YUAN-WEI The related party
meets the condition
set by the FSC.
CHENG,MING-KAI The related party
meets the condition
set by the FSC.
CHENG CHI Investment Co., Ltd. The chairman of the
two companies is same
person.
CHENG,YU-TING The related party
meets the condition
set by the FSC.
CHENG,YU-CHENG The Company's legal
representative
director.
CHENG,YU-CHING The related party
meets the condition
set by the FSC.
CHENG,CHEN-CHOU The related party
meets the condition
set by the FSC.
HUANG,CHIH-CHAO The related party
meets the condition
set by the FSC.
HUANG,HUANG-HSIANG The related party
meets the condition
set by the FSC.
HSIEH,SHIH-CHIN The related party
meets the condition
set by the FSC.
HSIEH,WAN-LUN The related party
meets the condition
set by the FSC.
HSIEH,CHI-HUA The related party
meets the condition
set by the FSC.
LI,HAO-TI The related party
meets the condition
set by the FSC.
CHENG,PO-SHENG The related party
meets the condition
set by the FSC.
CHENG,CHIEH-YIN The related party
meets the condition
set by the FSC.
LI,YUN-FANG The Company's legal
representative
director.
XXENTRIA CHI CO., LTD. The parent company
of the Company
and corporate director.
DONG SHIANN ENGINEERING The related party
ENTERPRISES CO., LTD. meets the condition
set by the FSC.
Table 2: Top 10 shareholder names, shareholding ratios, and their
relationship with the Company of the applying
corporation.
Name Top 10 shareholding relationship
shareholder ratios
names
XXENTRIA XXENTRIA 100.00% The ultimate
CHI CO., TECHNOLOGY parent
LTD. MATERIALS company of
CO., LTD. the Company.
CHENG CHI CHENG,YU-TING 26.83% The related
Investment party meets
Co., Ltd. the
condition
set by the
FSC.
CHENG,YU-CHENG 26.83% The Company
's legal
representative
director.
CHENG,YU-CHING 26.83% The related
party meets
the
condition
set by the
FSC.
LI,YUEH-CHUN 14.62% The chairman
of the
Company.
CHENG,HSIEN-SUNG 4.87% The related
party meets
the
condition
set by the
FSC.
DONG SHIANN CHENG,HSIEN-TANG 21.74% The related
ENGINEERING party meets
ENTERPRISES the
CO., LTD. condition
set by the
FSC.
CHENG,HSIEN-TE 21.74% The related
party meets
the
condition
set by the
FSC.
CHENG,HSIEN-SUNG 21.74% The related
party meets
the
condition
set by the
FSC.
HUANG,CHING-LIANG 11.20% The related
party meets
the
condition
set by the
FSC.
CHIANG,CHU-ERH 10.54% The related
party meets
the
condition
set by the
FSC.
HSIEH,MING-CHENG 7.61% The related
party meets
the
condition
set by the
FSC.
CHEN,TIEN-CHENG 5.43% None
(4)The specific investors would be strategic investors:N/A
4.Number of shares or bonds privately placed:Up to 50,000,000 shares.
5.Amount limit of the private placement:The Company's Board of Directors
will be authorized not exceed 50,000,000 shares and execute the private
placement twice in a year after the Shareholders' Meeting.
6.Pricing basis of private placement and its reasonableness:
(1)Reference price shall be the higher of the following two
calculations:
(A)1-day, 3-day, or 5-day simple average market closing price prior
to pricing date, minus dividends, plus any de-capitalization.
(B)30-day simple average market closing price prior to pricing date,
minus dividends, plus any de-capitalization.
(2)The price of the private placement would be set on the basis not
lower than 80% of the higher price of the methods above mentioned.
(3)Actual price for private placement shall not less than the range
decided by the Shareholder's meeting. The Company's Board of
Directors will be authorized to determine the price based on the
methods mentioned above.
(4)As subscription price of the Private Placement Shares will be
determined with reference to the price of the Company's common
shares in accordance with the regulations governing public
companies issuing securities in private placement, thus, the price
should be deemed reasonable.
(5)If the price is lower than the par value of the stock, the reasons,
rationality, method of determining, and the impact on shareholders'
rights: N/A. Since it is not expected to be issued below the
par value.
7.Use of the funds raised in the private placement:In order to increase
the working capital, improve the finance structure and support the
different operation of the Company in the future.
8.Reasons for conducting non-public offering: Considering the
effectiveness, convenience for issuance of the Private Placement
Shares and the unsureness of capital market, including decrease the cost
, it would be necessary to issue the Private Placement Shares.
9.Objections or qualified opinions from independent Board of Directors:None
10.Actual price determination date: Actual price for private placement
shall not less than the range decided by the Shareholder's meeting.
The Company's Board of Directors will be authorized to determine the
price based on the methods mentioned above.
11.Reference price: Submitted to the shareholders' meeting to authorize
the Board of Directors for determination.
12.Actual private placement price, and conversion or
subscription price: Submitted to the shareholders' meeting to authorize
the Board of Directors for determination.
13.Rights and obligations of these new shares privately placed:
All the rights and obligations shall be the same as those applicable to
outstanding common shares already issued by the Company, except for the
limitation under the Article 43-8 of the Securities and Exchange Act
which regulates that except under some circumstances the privately
placed shares may not resell within 3 years since delivery date. After
three years from the delivery date, the Company should apply
re-issuance of the public offering of private placement and application
for the transaction with the Taipei Exchange.
14.Reference date for any additional share exchange, stock
swap, or subscription:None
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:None
16.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx -listed
common shares if all privately placed corporate bonds are
converted and shares subscribed for (no.of TPEx -listed
common shares (a), (a) / outstanding common shares):N/A
17.Please explain any countermeasures for lower circulation
in shareholding if the aforesaid estimated no.of TPEx -listed
common shares does not reach 5 million and the ratio does not
reach 25%:N/A
18.Any other matters that need to be specified:
(1)If the shareholders meeting approves issuance of the private
placement Shares, it is proposed to the shareholders meeting to
authorize the Board to determine and amend, at the Board's sole
discretion, the terms and condition of the private placement shares
.The Board is also proposed to be authorized to be full charge of
implementation and amendment of the plan for the use of the funds
raised, the schedule and expected benefits and all matters in
connection therewith, in accordance with the Company's actual
needs, market conditions and relevant regulations.
(2)It is proposed that the shareholders' meeting authorize the Chairman
of the Board of Directors or the designated person to sign all
contracts or documents related to the issuance of common shares in
this private placement on behalf of the Company, handle all necessary
operations related to the issuance of common shares in this private
placement, and decide other matters.
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