Kuobrothers Corporation

10/16/2024 | Press release | Distributed by Public on 10/16/2024 04:09

The Company’s Board of Directors resolved to conduct private placement of common shares.

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Provided by: KUOBROTHERS CORP.
SEQ_NO 2 Date of announcement 2024/10/16 Time of announcement 18:06:13
Subject
 The Company's Board of Directors resolved to conduct
private placement of common shares.
Date of events 2024/10/16 To which item it meets paragraph 11
Statement
1.Date of the board of directors resolution:2024/10/16
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:
       Because insiders are familiar with their company's business, and
       could benefit the Company's operation in the future.
       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: Has not be determined.
  (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.
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.