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Statement
| 1.Date of the board of directors resolution:2022/03/25
2.Types of securities privately placed:ordinary shares
3.Counterparties for private placement and their relationship
with the Company:
The objects of this offering of ordinary shares are limited to specific
persons who meet the provisions of article 43-6 of the securities and
exchange law and the letter of the Financial Supervisory Commission (91)
No.0910003455 dated June 13,2002.
4.Number of shares or bonds privately placed:
limited to no more than 40 million shares.
5.Amount limit of the private placement:
The total number of private placement shares is limited to no more than
40 million shares,with a par value of NTD$10 per share.It is proposed to
authorize the board of directors to raise them in installments within one
year from the date of the resolution of the shareholders general meeting.
6.Pricing basis of private placement and its reasonableness:
(1)Basis for determining the issue price:The price of ordinary shares
issued by this private placement cash capital increase shall not be less
than 80% of the reference price, which will be determined on the pricing
date.The reference price shall be the higher of the following two
calculations:
A.The simple average closing price of the common shares of the listed
company for either the 1, 3, or 5 business days before the price
determination date, after adjustment for any distribution of stock
dividends, cash dividends or capital reduction.
B.The simple average closing price of the common shares of the listed
company for the 30 business days before the price determination date, after
adjustment for any distribution of stock dividends, cash dividends, or
capital reduction.
(2)Reasonableness of the issue price:The actual issue price is intended to
be determined by the board of directors in accordance with the law and order
and within the range of no less than the percentage of the resolution of the
shareholders general meeting,depending on the future situation of
negotiating with specific persons,market conditions and the company's future
prospects.The basis for the above-mentioned private placement price is in
line with the laws and regulations of the competent authority.At the same
time,considering the strict restrictions on the transfer timing,object and
quantity of private placement common shares,and the factors of unabling of
public trading in TPEx and poor liquidity within three years,the
determination of the private placement price percentage should be reasonable.
7.Use of the funds raised in the private placement:
Replenish working capital or reinvestment or other capital needs for future
development.
8.Reasons for conducting non-public offering:
Considering the timeliness,convenience and issuance cost of raising funds,
it is proposed to increase capital in cash by private placement.
9.Objections or qualified opinions from independent Board of Directors:NA
10.Actual price determination date:NA
11.Reference price:NA
12.Actual private placement price, and conversion or
subscription price:NA
13.Rights and obligations of these new shares privately placed:
The rights and obligations of this private placement of ordinary shares are
the same as those of the issued shares,and within three years from the date
of delivery,except for the transfer objects in accordance with article 43-8
of the securities and exchange law,the rest are restricted and shall not be
transferred.After three years from the date of delivery,it is proposed to
submit to the general meeting of shareholders to authorize the board of
directors to apply to the competent authority for TPEx trading of this
private placement of ordinary shares in accordance with relevant laws and
regulations.
14.Reference 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 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):NA
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%:NA
18.Any other matters that need to be specified:
The main contents of this private placement plan,in addition to the private
placement pricing percentage,including the issuance price,number of shares,
issuance conditions,project items,progress of fund utilization,expected
benefits and other matters not covered,and also in the future,if it is
amended by the competent authority or due to changes in objective
environmental factors,it is proposed to authorize the board of directors to
deal with them in full accordance with relevant regulations.
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