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Statement
| 1.Date of the board of directors resolution:2022/04/19
2.Types of securities privately placed:common shares.
3.Counterparties for private placement and their relationship with
the Company:
with the Company:The means of selecting the specified persons is pursuant to
Article 43-6 of the Securities and Exchange Act and Financial Supervisory
Commission, Execution Yuan Letter (91) Tai-Cai-Zheng-Yi No. 0910003455,
dated June 13, 2002; and the investor of the Private Placement is limited
to strategic investors.
4.Number of shares or bonds privately placed:
Issue not more than 11,000,000
new shares of privately placed common shares.
5.Amount limit of the private placement:
Issue not more than 11,000,000
new shares of privately placed common shares.
6.Pricing basis of private placement and its reasonableness:
A.For setting the offering price of privately placed shares,the offering
price shall be not lower than 80% of the higher price of the following two
calculations:
a.The simple average closing price of the common shares of the 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 company for
the 30 business days before the price determination date, after adjustment
for any distribution of stock dividends, cash dividends, or capital
reduction.
B. Subject to the resolutions in the shareholder's meeting, the price
determination date, actual private placement pricing are proposed to
authorize the Board to determine after taking into consideration of the
actual specific subscribers and market status.
C. The determination of the Private Placement price shall be based on the
regulations of Directions for Public Companies Conducting Private
Placements of Securities. Additionally, in consideration of the company's
future development, the legal restriction to the transfer of the
privately placed securities from timing, transferee to quantity together
with the prohibition of OTC listing requirements within 3 years, thus the
price should be considered reasonable and will not have material impact
on shareholders' equity.
7.Use of the funds raised in this private placement:
The company plans to do private placement one or two times within one
year since the date of the resolution of the shareholders meeting.
8.Reason for conducting non-public offering:
Considering the capital market conditions, the issuance costs, efficiency
and feasibility for fund raising private placement's, as well as the
method of private placement have the characteristics of quick and simple
procedure of offering new shares and the limitation of transferring shares
for 3 full years, that can more ensure the long-term relationship with
the strategic partners. So, we decide to conduct the method of private
placement instead of the public offering.
9.Objections or qualified opinions from independent directors:
None.
10.Actual price determination date:
Not applicable.
11.Reference price:
Not applicable.
12.Actual private placement price, and conversion or subscription price:
Not applicable.
13.Rights and obligations of these new shares privately placed:
In principle, all the rights and obligations for the privately placed
common shares are the same as those for the issued common shares of the
Company. However, according to the Securities Exchange Act, except for
being transferred to a transferee matching the requirement under Article
43-8 of the Securities Exchange Act, the privately placed common shares
shall not be transferred for three years after the closing date. After
three year period expires, according to related regulations, the Company
shall, after obtaining an approval letter issued by the Taipei Exchange
(GreTai Securities Market) ("TPEx" hereafter) acknowledging that the
securities have met the listing criteria, apply with the competent
authorities for public issuance and TPEx listing of such privately placed
common shares.
14.Record date for any additional share exchange, stock swap,
or subscription:
Not applicable.
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:
Not applicable.
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):
Not applicable.
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%:
Not applicable.
18.Any other matters that need to be specified:
A.It is proposed that the Shareholders' Meeting authorizes the Board of
Directors with full power and authority to determine the important
matters in connection with this private placement, including the number
of shares to be issued, the issuing price, terms and conditions of the
private placement, subscriber selecting method, fund utilization plan,
detailed plan items, expected process and anticipated benefits and other
related issues. If change of circumstance due to amendment to the laws
and regulations, the competent authorities' instruction, market
condition change or environment impact, it is also proposed that the
Shareholders' Meeting authorizes the Board of Directors with full power
and authority to handle all related matters.
B.In addition to aforementioned authorization scope, it is also proposed
that the Shareholders' Meeting authorizes the Chairman negotiate,
amend and sign all related contracts or documents on behalf of the
Company and to handle all matters related to this private placement.
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