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Statement
| 1.Date of the board of directors resolution:2022/03/22
2.Types of securities privately placed:Ordinary shares.
3.Counterparties for private placement and their relationship
with the Company:
(1)The places of the private placement are strategic investors.
In accordance with the Article 43-6 of the Securities and Exchange Act
and Taiwan Finance Certificate (1) No. 0910003455 issued by the
Financial Supervisory Commission on June 13, 2002, it states to select
those who are beneficial to the long-term development of the Company
and can improve the operational performance, strengthen competitiveness,
and generate benefits for existing shareholders' equity.
(2)The method and purpose of selecting the places: the purpose of the
places selected this time is to introduce strategic investors.
The main targets are strategic investors who have stabilized
the Company's equity and capital structure.
(3)The necessity of the places: to accelerate the product development
efficiency as well as the process of the same drug series to complete
the production line. By the comprehensive effect of expanding
the market, it can establish EirGenix's unique status in the field
of the international biosimilars and CDMO field. In order to sustain
EirGenix's operation and development, it is necessary to conduct
private placement to introduce strategic investors by resolution.
(4)There is no significant change in managerial control within the
one year period immediately preceding the day on which the board of
directors resolves the private placement, and no significant change
in managerial control after the introduction of strategic investors
through private placement.
4.Number of shares or bonds privately placed:
EirGenix has considered the timeliness of financing activities and the
operational needs, and it will conduct private placements of
common shares at a proper time depending on the capital market.
The maximum number of total shares issued will be 30,000,000 shares.
It will be issued from one to three closings within one year of a
resolution adopted by a shareholders meeting to increase the
flexibility of EirGenix's financing activities.
The anticipated issuance information is as follows.
The actual issuance limit will be submitted to the shareholders
meeting to authorize the board of directors to determine it based on
market condition and the result of negotiations with investors.
Anticipated number of closings Anticipated number of shares
First time 10,000,000
Second time 10,000,000
Third time 10,000,000
It is estimated to conduct private placements for capital increase
in three closings. The unissued number of shares may be combined
with the next closing, or the anticipated number of shares of each
closing may be combined together. Total number of shares issued
shall not exceed 30,000,000 shares.
5.Amount limit of the private placement:
Total number of shares issued shall not exceed 30,000,000 shares.
6.Pricing basis of private placement and its reasonableness:
The private placement pricing shall not be lower than 80% of the
reference price. The actual price will be determined by submission
to the shareholders meeting to authorize the board of directors
depending on the market condition.
Considering that the Securities and Exchange Act has a three-year
transfer restriction on private placement securities,
the price should therefore be set reasonably.
7.Use of the funds raised in the private placement:
(1) The use of the funds for each closing of the private placement
of common shares is to replenish operating capital for research
and development expenses, plant expansion, horizontal and
vertical integration, and other operational funding needs.
It could strengthen EirGenix's financial structures and
promote stable growth in operations.
(2) Anticipated benefits: improve EirGenix's operating scale,
horizontal and vertical integration, and product or market
development collaboration, as well as assist EirGenix to
improve technology, efficiency, expand the operational scale,
and improve the market status. It has positive benefits in
creating EirGenix and shareholder value.
8.Reasons for conducting non-public offering:
With the considerations of the timeliness of financing activities
and the uncertainty of the capital market, and the benefit for
the Company's long- term operating development, because of the
transfer limit of the private placement common shares,
it plans to conduct the financial activities with private placement.
9.Objections or qualified opinions from independent Board of Directors:
None.
10.Actual price determination date:
The actual price will be determined by submission to the shareholders
meeting to authorize the board of directors depending on the law
and the market condition.
11.Reference price:
Reference price is the simple average closing price of the
common shares of the TWSE listed or TPEx 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;
or the simple average closing price of the common shares of the
TWSE listed or TPEx 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.
The price shall be the higher of the above two calculations.
12.Actual private placement price, and conversion or
subscription price:
The actual price will be determined by submission to the shareholders
meeting to authorize the board of directors depending on the law and
the market condition.
13.Rights and obligations of these new shares privately placed:
The rights and obligations of the private placement of common shares
are technically the same as the issued shares. However,
in accordance with the Securities and Exchange Act,
the private placement of common shares may not be resold within
three years after the delivery date except for the transfer objects
in accordance with the Article 43-8 of the Securities and Exchange Act.
The private placement of common shares may be submitted to the
shareholders meeting to authorize the board of directors to file an
application to the Competent Authority with relevant regulations for
supplemental public issuance and listed transactions depending on
the condition after three years of the delivery date and to meet
certain conditions of the competent authority.
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:
The main content of the private placement plan, except with the
actual issuance price, includes number of shares for issuance,
terms of issuance, period for payment of subscription,
record date of capital increase, planned item, estimated progress,
estimated possible benefits, and all other matters related to the
issuance plan. It is proposed to the shareholders meeting to
authorize the board of directors to adjust, establish,
and handle according to market conditions. Any changes in the
future due to changes in law and regulation, amendment instructed
by the competent authority, and changes based on operational
evaluation or objective circumstance, shall be proposed to the
shareholders meeting to authorize the board of directors to take
full charge of it.
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