Category: Major Issues

Announcement The board of Directors has resolved that the Company may handle private placement of securities based on operational needs

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1.Date of the board of directors resolution:2025/05/12
2.Types of securities privately placed:Common Stock
3.Counterparties for private placement and their relationship with the Company:Strategic investor; No
4.Number of shares or bonds privately placed: It is proposed to be no more than 10,000 thousand ordinary shares
5.Amount limit of the private placement: It is proposed to be no more than 10,000 thousand ordinary shares
6.Pricing basis of private placement and its reasonableness: The determination of the private placement price will be based on relevant laws and regulations,referring to the reference price stipulated in Item 11, and taking into account the three-year transfer restriction imposed by the Securities and Exchange Act on private placement securities. This should be considered reasonable.
7.Use of the funds raised in this private placement: To expand the scale of operations and introduce strategic investors, depending on the market and situation with specific parties,handle the matter in one or several sessions (up to a maximum of three sessions). The funds raised will be fully used for the company and/or its subsidiaries to expand the scale of operations,replenish working capital,or meet other capital needs for the Company’s future development
8.Reason for conducting non-public offering:Plans to introduce strategic investors to enhance future competitiveness, such as Raising funds through public offering and issuance of securities may not achieve aforementioned goals. Private placement of securities is subject to the rule that they cannot be freely transferred within three years, which can ensure the long-term cooperative relationship between the company and strategic investment partners.It is planned to raise funds from specific individuals through private placement to enhance the timeliness and flexibility of this fundraising.
9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:Request the shareholders’ meeting to authorize the board of directors to handle it with full authority 11.Reference price:The price per share of privately placed common stock shall not be lower than 80% of the reference price. The reference price shall be determined based on the higher of the following two benchmarks: (1)On 1,3 or 5 business days prior to the pricing date, calculate simple arithmetic average of closing prices of common stocks, subtract the ex-rights and dividends from free rights issue, and add back share price after capital reduction and ex-rights. (2)The price is the simple arithmetic average of the closing prices of common stocks on 30 business days prior to the pricing date, minus the ex-rights and ex-dividends due to free rights issues, and plus the ex-rights due to capital reduction.
12.Actual private placement price, and conversion or subscription price: The pricing date, actual reference price, theoretical price, and actual issue price(including the conversion price of private convertible corporate bonds) are proposed to be authorized by shareholders’ meeting to be determined by the BOD in accordance with relevant laws and regulations and the above provisions, based on market conditions, objective conditions and future negotiations with specific parties,within range of no less than proportion of shareholders’ meeting resolution. 13.Rights and obligations of these new shares privately placed: Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, its rights and obligations are the same as those of the original ordinary shares.
14.Record date for any additional share exchange, stock swap, or subscription:NA
15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE – listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%:NA 18.Any other matters that need to be specified:
1.This cash capital increase and private placement of ordinary shares shall be conducted once or in installments (up to no more than 3 times) within one year from the date of shareholders’ resolution.Main contents of issuance plan include actual issue price,no. of shares,issuance conditions, private placement amount,capital increase base date,planned items,expected progress and expected possible benefits, as well as all other matters related to the issuance plan.It is proposed to request the shareholders’ meeting to authorize the board of directors to adjust, formulate and handle according to market conditions.In the future,if corrections are made under instructions of competent authority, or based on operational assessment or due to objective environmental needs, the BOD will also be authorized to handle them with full authority.
2.To facilitate current private placement of securities,request the shareholders’ meeting to authorize BOD or person designated by it to represent the Company in signing and negotiating all contracts and documents related to this private placement plan, to handle all matters necessary for the Company related to this private placement plan. The matters not covered above are proposed to be submitted to the shareholders’ meeting for authorization by BOD to handle with full authority in accordance with law

The company was invited to participate in the Institutional Investor Conferences of Foreign Companies Listed in the second quarter of 2018 held by Taiwan stock exchange.

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Seq No.  1 Date of announcement  107/05/08 Time of announcement  16:37:10
Spokesman WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject  The company was invited to participate in the “Institutional Investor Conferences of Foreign Companies Listed in the second quarter of 2018” held by Taiwan stock exchange.
Term & conditions Paragraph 12 Date of events  107/05/17
Statements Comply with article 5, paragraph: 12

Event Date: 17/05/2018

1. Date: 17/05/2018

2. Time: 16.40

3. Venue: Information display center, 1F in Taiwan stock exchange (No. 7, Section 5, Xinyi Road, Xinyi District, Taipei City, 110)

4. Main Message:　The company was invited to participate in the “Institutional Investor Conferences of Foreign Companies Listed in the second quarter of 2018” held by Taiwan stock exchange.

5. Any other matters that need to be specified: None

For complete financial information, please refer to the list of conference in Market Observation Post System or under the conference project.

 

 

The Board of Directors Approved the Consolidated Financial Statements for the Q1 of year 2018

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Seq No.  5 Date of announcement  107/05/08 Time of announcement  16:36:04
Spokesman WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject The Board of Directors Approved the Consolidated Financial Statements for the Q1 of year 2018.
Term & conditions Paragraph 51 Date of events  107/05/08
Statement 1. Date of events: 2018/05/08

2. Name of Company: TOPBI International Holdings Limited

3. Relationship to the Company (please enter “head office” or

“subsidiaries”): head office

4. Reciprocal shareholding ratios: No Applicable

5. Cause of occurrence: Proposed the Board of Directors approved the consolidated financial statements for the Q1 of year 2018.

 

Reporting the Company’s preliminary profit for the first quarter of year 2018:

(Unit: NT$)

Q1 2018           Q1 2017r

————          ————-

Item                  Amount           Amount

—————-            ————          ————-

Sales Revenue           1,238,114            1,085,153

Gross Operating Profit     479,233           424,431

Net Operating Income     238,408          203,861

Net Profit               215,313          154,936

Earnings Per Share (NT$)     2.76             2.01

6. Solution: None

7. Any other matters that need to be specified: The earnings per share for the first quarter of year 2017 is affected by transferred from retained earnings to capital.

Only 77,166 thousand shares after retroactive adjustment.

Fujian SDO Textile & Industry Goods Corp., Limited

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Seq No.  1 Date of announcement  107/05/08 Time of announcement  16:35:03
Spokesman  WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject On behalf of its subsidiary of Fujian SDO Textile & Industry Goods Corp., Limited to announce the Board Resolutions Undistributed surplus for year 2017 and prior years is proposed not to be allocated.
Term & conditions Paragraph 14 Date of events  107/05/08
Statement 1. Date of the board of Directors resolution: 107/05/08

2. Type and monetary amount of dividend distribution: None

3. Any other matters that need to be specified: None

Topbi Children Apparel Co., Limited

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Seq No.  3 Date of announcement  107/05/08 Time of announcement  16:35:44
Spokesman  WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject On behalf of its subsidiary of Topbi Children Apparel Co., Limited to announce the Board Resolutions Undistributed surplus for year 2017 and prior years is proposed not to be allocated.
Term & conditions Paragraph 14 Date of events  107/05/08
Statement 1. Date of the board of Directors resolution: 107/05/08

2. Type and monetary amount of dividend distribution: None

3. Any other matters that need to be specified: None

Topbi (China) Fashion Corporation Limited

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Seq No.  2 Date of announcement  107/05/08 Time of announcement  16:35:25
Spokesman  WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject On behalf of its subsidiary of Topbi (China) Fashion Corporation Limited to announce the Board Resolutions Undistributed surplus for year 2017 and prior years is proposed not to be allocated.
Term & conditions Paragraph 14 Date of events  107/05/08
Statement 1. Date of the board of Directors resolution: 107/05/08

2. Type and monetary amount of dividend distribution: None

3. Any other matters that need to be specified: None

(Additional) TOPBI Board of Directors announced for 2018 Annual General Meeting

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Seq No.  6 Date of announcement  107/05/08 Time of announcement  16:36:31
Spokesman WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject  (Additional) TOPBI Board of Directors announced for 2018 Annual General Meeting.
Term & conditions Paragraph 17 Date of events  107/05/08
說明 1. Date of resolution from Board of Directors: 107/05/08

2. Date for annual shareholders meeting: 107/06/21

3. Location for annual shareholders meeting: B2 Meeting Room, No. 97, Section 2, Dunhua South Road, Da’an District, Taipei City, 106.

4. Reason for convening the meeting #1 on reporting items:

1. Company’s 2017 annual business overview

2. Audit Committee’s Review Report.

3. 2017 employees’ compensation and remuneration to the Board of Directors.

4. Amendment of the “Regulations Governing Procedure for Board of Director’s meetings.

5. Reason for convening the meeting #2 on matters for ratification:

1. Adoption of the 2017 Business Report and Financial Statements

2. Adoption of the Proposal for Distribution of 2017 Profits

6. Reason for convening the meeting #3 on matters for discussion:

1. Proposal for purchase of Directors and Officers Liability Insurance.

2. Proposal for issue new shares through capitalization of 2017 earnings. (New Added)

3. Proposal for amendment the Articles of Association. (New Added)

7. Reason for convening the meeting #4 on elections: None

8. Reason for convening the meeting #5 on other proposals: None

9. Reason for convening the meeting #6 on extemporal motions: None

10. Book closure starting date: 107/04/23

11. Book closure ending date: 107/06/21

12. Other specifications:

(1) Date of acceptance of shareholder proposals date: 107/4/17 – 107/4/26

(2) Venue of acceptance of shareholder proposal venue: TOPBI International Holdings Limited

2F., No.97, Xinhu 1st Rd., Neihu Dist., Taipei City 11494, Taiwan (R.O.C.)

(3) Acceptance of shareholder proposal qualification:

Resolution of TOPBI’s BOD Meeting to Issue New Shares Through Capitalization of Earning in Year 2017

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Seq No.  7 Date of announcement  107/05/08 Time of announcement  16:36:51
Spokesman WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject  Resolution of TOPBI’s BOD Meeting to Issue New Shares Through Capitalization of Earning in Year 2017
Term & conditions Paragraph 11 Date of events  107/05/08
Statements 1. Date of the board of director’s resolution: 107/05/08

2. Source of capital increase funds: Earnings in year 2016

3.Number of shares issued: 3,935,480

4. Par value per share: NT$ 10

5. Total amount of the issue: 39,354,800元

6. Issue price: Not applicable

7. Number of shares subscribed by or allotted to employees: Not applicable

8. Number of shares sold publicly: Not applicable

9. Ratio of shares subscribed by or allotted as stock dividends to existing shareholder: Each shareholder will be entitled to receive a stock dividend of 50 shares per 1000 shares.

10. Method of handling distorted shares and unsubscribed shares overdue: For the distorted shares which cannot be pooled, the distribution will be made in the form of cash.

Such distorted shares will be purchased by the Employee Shareholding Trust Fund of the company.

The total amount of the distorted shares shall be used as the expenses for processing the books of accounts.

11. Rights and obligations of the newly issued shares: Same as existing shares.

12. Utilization of the funds from the capital increase: To expand working capital and strengthen financial structure.

13. Any other matters that need to be specified: None

Board of Directors Proposed Dividend Distribution for year 2017

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Seq No.  8 Date of announcement  107/05/08 Time of announcement  16:37:10
Spokesman WANG, Kuan Hwa Job title Chief Financial Officer Phone  (02)27938077
Subject  Board of Directors Proposed Dividend Distribution for year 2017
Term & conditions Paragraph 14 Date of events  107/05/08
Explanation 1. Date of the board of director’s resolution :2018/05/08

2. Content of shareholder allotment：

(1) Appropriations of earnings in cash dividends to shareholders (NT$ per share): 4.83000000

(2) Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0

(3) Total amount of cash distributed to shareholders (NT$): 380,167,368

(4) Appropriations of earnings in stock dividends to shareholders (NT$ per share): 0.50000000

(5) Stock distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0

(6) Total amount of stock distributed to shareholders (shares): 3,935,480

3. Any other matters that need to be specified: None

 

Common stock per share denomination field: NT$10.0000.