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Statement
| 1.Date of the board of directors resolution:2022/03/31
2.Types of securities privately placed:Common Stocks
3.Counterparties for private placement and their relationship with
the Company:Conducting in accordance with Article 43-6 of Securities
and Exchange Act and relevant regulations. There are no
subscribers at the moment.
4.Number of shares or bonds privately placed:Not exceeding 20,000
thousand shares
5.Amount limit of the private placement:Within 20,000 thousand
shares (inclusive). The private placement can be conducted for
two times within one year after the date of resolution.
6.Pricing basis of private placement and its reasonableness:The
pricing of common stocks in this private placement is not lower
than 80% of reference price and based on the net per share in
the Company's latest audition by certified public accountant or
the reviewed financial statement. The preference price before the
day of price determination is calculated according to the
following two criteria, and the higher one shall prevail:
a.Choosing from one, three, or five days before the day of price
determination to calculate the closing price of common stocks,
with the average price deducting ex-right and ex-dividend of
stock dividends and adding the share price after the ex-right.
b.Or thirty business days before the day of price determination
to calculate the closing price of common stocks, with the average
price deducting ex-right and ex-dividend of stock dividends and
adding the share price after the ex-right.
7.Use of the funds raised in this private placement:The private
placement is for supplementation of business funds, payment of
loans, capital expenses, investment transfer, and other
requirements for the Company's future development
8.Reason for conducting non-public offering:To control the
effectiveness of raised funds as well as to introduce strategic
investors. In addition, the marketable securities from private
placement cannot be transferred at will within three years, and
therefore it can ensure the long-term cooperation between the
Company and the strategic investors.
9.Objections or qualified opinions from independent directors:None
10.Actual price determination date:Determined by the Board of
Directors after authorization depending on conditions of specific
figures as well as market status in the future.
11.Reference price:The preference price before the day of price
determination is calculated according to the following two
criteria, and the higher one shall prevail:
a.Choosing from one, three, or five days before the day of price
determination to calculate the closing price of common stocks,
with the average price deducting ex-right and ex-dividend of stock
dividends and adding the share price after the ex-right.
b.Or thirty business days before the day of price determination to
calculate the closing price of common stocks, with the average price
deducting ex-right and ex-dividend of stock dividends and adding the
share price after the ex-right.
12.Actual private placement price, and conversion or subscription price:
Determined by the Board of Directors after the approval and
authorization resolved in the Shareholders' Meeting
13.Rights and obligations of these new shares privately placed:The
rights and obligations of private placement of new stocks are the
same as the common stocks issued by the Company.
14.Record date for any additional share exchange, stock swap,
or subscription:N/A
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:N/A
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):N/A
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%:N/A
18.Any other matters that need to be specified:For the actual issuance
conditions, plans, use progress of funds, possible benefits, and other
unsettled matters, if there is any correction by competent authorities
or due to objective changes of the environment, the Board of Directors
will be authorized in the Shareholders' Meeting to handle such
matters depending on the market status and in accordance with the laws.
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