SECURITIES AND EXCHANGE COMMISSION FORM CB Notification form filed in connection with certain tender offers, business combinations and rights offerings, in which the subject company is a foreign private issuer of which less than 10% of its securities are held by U.S. persons Filing Date: 2012-09-04 SEC Accession No. 0001486620-12-000015 (HTML Version on secdatabase.com) SUBJECT COMPANY Chimei Innolux Corp. Mailing Address Business Address NO. 160, KESYUE RD. NO. 160, KESYUE RD. CIK:1392387| IRS No.: 000000000 | State of Incorp.:D8 | Fiscal Year End: 1231 JHUNAN SCIENCE PARK JHUNAN SCIENCE PARK Type: CB | Act: 34 | File No.: 005-86971 | Film No.: 121069645 MIAOLI COUNTY 350 F5 MIAOLI COUNTY 350 F5 00000 00000 886-6-5051888 FILED BY Chimei Innolux Corp. Mailing Address Business Address NO. 160, KESYUE RD. NO. 160, KESYUE RD. CIK:1392387| IRS No.: 000000000 | State of Incorp.:D8 | Fiscal Year End: 1231 JHUNAN SCIENCE PARK JHUNAN SCIENCE PARK Type: CB MIAOLI COUNTY 350 F5 MIAOLI COUNTY 350 F5 00000 00000 886-6-5051888 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. ______) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) x Securities Act Rule 802 (Exchange Offer) o Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exchange Act Rule 14d-1(c) (Third Party Tender o Offer) Exchange Act Rule 14e-2(d) (Subject Company o Response) Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. 奇美電子股份有限公司 (Name of Subject Company) Chimei Innolux Corporation (Translation of Subject Company’s Name into English (if applicable)) Taiwan, Republic of China (Jurisdiction of Subject Company’s Incorporation or Organization) Chimei Innolux Corporation (Name of Person(s) Furnishing Form) Common Shares (Title of Class of Subject Securities) Not applicable (CUSIP Number of Class of Securities (if applicable)) Jimmy Chiu No. 160, Kesyue Rd. Jhunan Science Park Miaoli County 350 Taiwan, Republic of China Tel: +886-37-586000 (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) September 13, 2012 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Date Tender Offer/Rights Offering Commenced) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART I - INFORMATION SENT TO SECURITY HOLDERS Item 1. Home Jurisdiction Documents (a) Exhibit No. 99.1: English translation of rights issue prospectus. (b) Not applicable. Item 2. Informational Legends Included in documents attached as exhibits hereto. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS (1) Not applicable. (2) Not applicable. (3) Not applicable. PART III - CONSENT TO SERVICE OF PROCESS (1) Form F-X filed concurrently with Form CB. (2) Not applicable. PART IV - SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Jimmy Chiu (Signature) Jimmy Chiu, General Director of Finance Division (Name and Title) September 4, 2012 (Date) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 Notice to U.S. Shareholders This rights offering is made for the securities of a foreign company. The offer is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. Disclaimer The following document is an English translation of the rights issue prospectus (originally in Chinese) prepared solely for the convenience of and reference by overseas investors. In the event of any discrepancies between the Chinese and English versions, the original Chinese version shall prevail. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stock code: 3481 CHIMEI INNOLUX CORPORATION (FORMERLY INNOLUX DISPLAY CORPORATION) Prospectus (Cash capital increase via issuance of new shares at a discount for 2012) A. Company name: Chimei Innolux Corporation (formerly Innolux Display Corporation) B. Purpose of the Prospectus: cash capital increase via issuance of new shares (i) Source of new share issue: Cash capital increase (ii) Class of new shares: Inscribed common stocks with a book value of NT$10 each (iii) Number of shares: 600,000,000 shares to be issued in the cash capital increase (iv) Amount: NT$6,000,000,000 (v) Issue conditions: 1. 600,000,000 new shares with a book value of NT$10 each will be issued at a discounted price of NT$9 per share in the cash capital increase. The estimated proceeds are NT$5,400,000,000. 2. Pursuant to Article 267 of the Company Law, 10% of the shares, i.e. 60,000,000 shares, shall be reserved for subscription by the employees. As required by Article 28-1 of the Securities and Exchange Act, 10% of the new shares to be issued, i.e. 60,000,000 shares, shall be offered publicly, while the remaining 80% shall be offered for subscription by the existing shareholders based on their respective shareholdings on the subscription base date. The Chairman of the Board is authorized to arrange certain parties to subscribe for the shares left unsubscribed by the existing shareholders and employees or the fractional shares at the issue price. 3. The new shares to be issued under the cash capital increase shall rank pari passu with the existing common stocks. (vi) Percentage of public offering: 10% of the new shares to be issued under the cash capital increase (vii) Offering and placement: Public offering by means of public subscription C. Planned use of the proceeds and the expected benefits: Please refer to page 115 of the Prospectus. D. Expenses related to the issue: (i) Underwriting expenses: approximately NT$5,000 thousand (ii) Other expenses: approximately NT$300 thousand, including accounting, legal and printing fees E. The effective registration of the securities shall not be cited in an advertisement as proof of the veracity of registration particulars, or to guarantee the value of the securities. F. If there is any false information or omission of information in the Prospectus, the issuer, its persons-in-charge and other signatories to the Prospectus shall bear legal responsibility accordingly. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document G. Investors should read the Prospectus carefully and take note of the risks of the Company. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Please refer to page 3 of the Prospectus. H. Website for the Prospectus: Market Observation Post System (M.O.P.S.) at http://mops.twse.com.tw I. The new share issuance is conducted at a discount. For details about the essentiality and reasonableness of the discounted issuance and the reasons and justifications for not using other fundraising methods, please refer to page 126 of the Prospectus. Prepared by Chimei Innolux Corporation (formerly Innolux Display Corporation) Printed on 30 August 2012 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. Source of paid-in capital prior to the issuance As a percentage of the Source of paid-in capital Amount (NT$000’) paid-in capital Creation of capital 350,000 0.48% Cash capital increase 25,650,000 35.07% Capital increase in connection 47,837,392 65.42% with merger Capital increase through capitalization of retained 5,480,019 7.49% earnings Conversion of employee stock 1,129,370 1.54% options into common stocks Capital reduction and cancellation by recalling (7,317,073) (10.00%) preferred shares Total 73,129,708 100.00% B. Plan for distributing the Prospectus Place of display: to be delivered to the relevant units according to the regulations and available for inspection at the Company Ways of distribution: in the manner prescribed by the Securities and Futures Bureau of the Financial Supervisory Commission, Executive Yuan How to obtain: Please download the Prospectus from the M.O.P.S (http://mops.twse.com.tw). C. Name, address, website and phone number of underwriter: Name: KGI Securities Co. Ltd. Website: http://www.kgieworld.com.tw Address: No.700, Mingshui Road, Taipei City Tel: (02)2181-8888 D.