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Statement
| 1.Date of the board of directors resolution:2022/03/22
2.Types of securities privately placed: common shares
3.Counterparties for private placement and their relationship
with the Company: Private placement is limited to specific persons subject
to the provisions of Article 43-6 of the Securities Exchange Act and
Financial Supervisory Commission Order (91) TCZYZ No. 0910003455 issued
on June 13,2002.
4.Number of shares or bonds privately placed: up to the limit of 10,000,000
common shares
5.Amount limit of the private placement:
Within 10,000,000 shares, it can be handled twice within one year from the
date of resolution of the shareholders' meeting. The decision of actual fund
raising amount may be authorized to the board of directors given market
conditions, company needs and the situation of specific parties.
6.Pricing basis of private placement and its reasonableness:
(1)The price of the private placement shares shall be no less than 80
percent of the higher of the following:
A. The average closing price of the company's common shares for one,
three, or five business days immediately preceding its price determination
date, and adjusted by the applicable stock dividends, cash dividends
and/or capital reduction.
B. The average closing price of the company's common shares for the thirty
business days immediately preceding its price determination date, and
adjusted by the applicable stock dividends, cash dividends, and/or capital
reduction.
(2)It is hereby proposed to the shareholders' meeting to authorize the board
of directors to determine the price based on no lower than the resolution
price of the shareholders' meeting, no lower than par value and then market
conditions.
(3)Considering that the privately placed securities have a
three-year transfer restriction as required by Securities and Exchange
Act and that the price will be set by referring to the market price of
common shares, the conversion price setting arrangement shall be
reasonable.
7.Use of the funds raised in the private placement: for the company's future
business needs and strategic alliance or cooperation
8.Reasons for conducting non-public offering:
With the considerations of timeliness, feasibility, and private placement
securities restrictions on transfer, it shall ensure the long-term equity
relationship between the company and the subscribers.
9.Objections or qualified opinions from independent Board of 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:
The rights and obligations of common stocks issued in this private
placement shall be the same as those of outstanding common stocks issued
by the company; however, the common stocks issued in this private placement
may not be sold for a period of three years from the date of delivery of
the common stock in this private placement, except in accordance with
Article 43-8 of the Securities Exchange Act.
After three years from the date of delivery of the common stocks issued
in this private placement, an application for retroactive handling of public
issuance procedures and transaction in accordance with relevant laws would
be executed.
14.Reference 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 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): Not applicable
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%: Not applicable
18.Any other matters that need to be specified:
(1)The selection of subscribers will be based on the principle that there
will be no major changes in management rights.
(2)Should any revision to major matters regarding common stocks through
private placement be made due to a competent authority or a change
of the objective circumstance, excluding the price determination
ratio, but including the issuance terms and conditions, the issuance
price, the issuance shares, the total raising capital, the project
items and progress, the expected use of funds, the expected efficacy
and any other related matters, it shall be fully authorized to the
board of directors to deal with.
(3)This case is proposed to be submitted to the 2022 shareholders' meeting
for approval after the resolution of the board of directors.
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