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Statement
| 1.Date of the board of directors resolution:2022/02/15
2.Types of securities privately placed:ordinary shares
3.Counterparties for private placement and their relationship
with the Company:The selection method of specific persons is limited to
strategic investors who meet the qualification conditions stipulated
in Article 43-6, Item 1 of the Securities and Exchange Act, and can
assist the Company in improving the quality of its technology,
improving efficiency, expanding its market, and other benefits. The
purpose, necessity and expected benefits of the strategic investors
who meet the conditions for the disclosure of the former are to assist
the Company in achieving the benefits of the disclosure through the
technology, knowledge or channels of such strategic investors in
response to the long-term development needs of the Company, and
the relevant matters of the specific person are proposed to be
submitted to the Board of Directors with full authority to do so
4.Number of shares or bonds privately placed:
Not more than 50,000 ordinary shares
5.Amount limit of the private placement:
Ordinary shares not exceeding 50,000 shares shall be processed once
or in parts (up to a maximum of 3 times) within one year from the date
of resolution of the ordinary meeting of shareholders
6.Pricing basis of private placement and its reasonableness:
(1)The average simple calculation of the closing price of the common
stock deducts the gratuitous allotment ex-dividend and the allotment
after deducting the non-reimbursable allotment and the anti-dividend
on the average of the simple calculation of the closing price of the
common stock 1, 3 or 5 business days before the pricing date, or the
average of the simple closing price of the common stock 30 business
days before the pricing date deducts the gratuitous allotment
ex-dividend and the allotment, and adds back the stock price after
the reduction of the capital and the anti-dividend, the reference
price is the reference price, and the actual issue price shall not
be less than 80% of the reference price.
(2)Considering that there are strict restrictions on the time,
object and quantity of the transfer of private securities, and
the fact that they cannot be listed on the counter within three
years, and the liquidity is poor, it should be reasonable to set
the private placement price according to the precautions that
should be required for the public offering company to handle
private placement of securities.
(3)After the actual pricing date is approved by the shareholders'
regular meeting, the Board of Directors is authorized to determine
it at a rate of 80% or more of the reference price, depending on
the market conditions at that time.
7.Use of the funds raised in the private placement:
All of the proceeds raised in each private placement will be used
to enrich working capital or repay bank borrowings to strengthen
the financial structure
8.Reasons for conducting non-public offering:
Considering the timeliness, convenience and issuance cost of
raising capital, it is proposed to handle the cash capital
increase and issuance of new shares by way of private placement
9.Objections or qualified opinions from independent Board of Directors:
N/A
10.Actual price determination date:
After the shareholders' meeting has passed, the board of directors
is authorized to decide
11.Reference price:After the shareholders' meeting has passed, the
board of directors is authorized to decide
12.Actual private placement price, and conversion or
subscription price:After the shareholders' meeting has passed, the
board of directors is authorized to decide
13.Rights and obligations of these new shares privately placed:
The rights and obligations of the new shares in this private
placement are the same as those of the common shares issued by
the Company, but in accordance with the provisions of the
Securities Exchange Law, the ordinary shares of this private
placement shall not be freely transferred within three years
after delivery, and the Company intends to apply to the
competent authorities for on-the-counter trading in accordance
with the relevant provisions of the Securities Exchange Law and
other relevant provisions after the delivery of the Company.
14.Reference 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 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):N/A
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%:N/A
18.Any other matters that need to be specified:
(1)The actual issuance conditions, planned items, expected
progress and expected benefits of the domestic existing
increase cases handled by private placement are proposed to
be requested to authorize the board of directors to deal
with them in accordance with the company's operating
conditions at that time and to maximize the rights and
interests of shareholders.
(2)If there are any outstanding matters related to the
issuance of new shares, and if there is any need to amend
due to changes in laws and regulations, opinions of the
competent authorities or changes in the objective environment,
the Board of Directors is authorized to handle them with full
authority.
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