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Statement
| 1.Date of the board of directors resolution:2022/02/10
2.Types of securities privately placed:Ordinary shares
3.Counterparties for private placement and their relationship with
the Company:
(1) Select the specified persons under Article 43-6 of
the Securities and Exchange Act, and authorize the
Board to resolve it.
(2) Relationship between the placee and the Company
LI,JIN-YI / the Company's director
YE,JIAN-WEI /the Company's independent director
WANG,MU-FAN / the Company's independent director
GUO,MING-ZHEN /the spouse of the Company's manager
CHIEN,LIN-CHIN / the Company's manager
WU,SING-SUEI / the Company's manager
HOU,SU-FEN /None
Hung Yi Investment Co., Ltd. / the Company' s related party
HOU,BO-YAO / None
SHI,GANG-HONG/ None
LIU,XIN-HAI / None
YANG,XUE-E/None
CHEN,YING/None
Neng Hong Investment Holdings Co., LTD. / None
Zhong Bo Consultant Co., Ltd./ None
WANG,PEI-YU / None
ZHOU,CHONG-YUE / None
FENG,XIN-YI /None
Hiyes International Co., Ltd./ None
XIAO,YU-JIE/None
Chung Hou Investment Co., LTD. / None
CHEN,ZHENG-YAO / None
LIN,ZHI-HONG / None
ZHANG,XIU-ZHEN / None
Han Lin Investment Co., Ltd./ None
HUANG,ZONG-YUAN / None
HUANG,ZAO-RONG / None
HUANG,LING-RU / None
BAI,SHU-ZHEN / None
PENG,SHU-ING / None
HUANG,XIAO-JING / None
XU,ZHEN-HUA / None
CHEN,SHIH-YANG / None
GAO,RU-XIN / None
Chang Yun Investment Co., LTD. / None
4.Number of shares or bonds privately placed:53,571,000 shares
5.Amount limit of the private placement:
No more than 140,000,000 shares and issued in 1~3
installments within one year as of the date of resolution
rendered by the 2021 special shareholders'meeting.
6.Pricing basis of private placement and its reasonableness:
At Par value per share for the private placement:
NT$12.00, no less than 80% of the reference price, which
is calculated in the following manners:
(1) The simple average closing price of the ordinary
shares 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 is NT$14.55, NT$14.45 or
NT$14.48 respectively. The average closing price for
the 1 business days is selected as the pricing.
(2) The simple average closing price of the ordinary
shares for the 30 business days before the price
determination date, after adjustment for any
distribution of stock dividends, cash dividends, or
capital reduction is NT$14.63.
In conclusion, the higher of said pricing shall apply
and, therefore, the reference price for the private
placement is set as NT$14.63.
In consideration of the effect posed to the shareholders'
equity, NT$12.00 is set as the issuance price for the
current private placement, namely 82.03% of the reference
price is no less than 80% of the reference price resolved
by the shareholders' meeting. Given this, the approach
to setting the issuance price for the current private
placement and conditions thereof should be considered
satisfying the relevant laws and regulations, reasonable
in terms of the Company's business performance and
outlook, and the most recent stock price prevailing in
the stock market.
7.Use of the funds raised in this private placement:
For the single or multiple fund utilization plans,
including enrichment of the working capital, repayment
of bank loans or satisfaction with the requirement for
future long-term development.
8.Reason for conducting non-public offering:
The Company adopts the issuance of ordinary shares
through private placement after taking into account
the capital market's condition, as well as the
timeliness, availability, issuance cost and equity
stability of the fundraising.
9.Objections or qualified opinions from independent directors:
None
10.Actual price determination date:2022/02/10
11.Reference price:NT$14.63
12.Actual private placement price, and conversion or subscription price:
NT$12.00
13.Rights and obligations of these new shares privately placed:
In principle, the rights in the ordinary shares issued
through the current private are same as those in the
ordinary shares already issued by the Company.
Notwithstanding, according to the Securities and
Exchange Act, the shares issued by the Company through
private placement shall not be re-sold to any person other
than the transferees referred to in Article 43-8 of the Act
within three years upon the date of delivery. Upon
expiration of three years after the date of delivery of the
Company's shares issued through private placement, the
Board is authorized to decide whether it is necessary to
apply for the approval letter for listing with TWSE
pursuant to the relevant requirements, subject to the
circumstances, and then apply for public offering thereof
and also for listing, if necessary, with FSC.
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:
(1) The proposal for the private placement of ordinary
shares was approved by the special shareholders'
meeting on November 30, 2021, under which the total
number of shares to be issued shall be no more than
140,000 thousand shares.
(2) The issuance price and number of issuance, 53,571,000
shares, were approved by the Board meeting on February
10, 2022.
Payment period: February 10, 2022~February 24, 2022.
Record date for capital increase through private placement:
February 24, 2022.
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