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Statement
| 1.Date of the board of directors resolution:2022/04/06
2.Types of securities privately placed:
issue ordinary shares and/or issue ordinary shares to participate
in GDR offering by private placement
3.Counterparties for private placement and their relationship
with the Company:
(1)The counterparties for this private placement will meet the
qualifications for specific investors in accordance with Article 43-6
of the Securities and Exchange Act and related regulations.
(2)If the subscriber is the strategic investor:
A.Selecting Methods and Purpose: The selected subscriber is the
strategic investor who will be able to assist the Company to develop
new markets, expand operation scale and strengthen future operations
directly or indirectly.
B.Necessity: The proposed private placement should be able to enrich
operating funds, strengthen the competitive advantages of the Company,
and introduce strategic investors who can increase future product sales
or enhance product research and development cooperation in the future.
C.Anticipated Benefits: Strategic investors can not only help the
company to expand operating scale and develop new markets, but create
long-term benefits to the development of the Company.
(3)If the subscriber is the insider or related party of the company:
A.Selecting Methods and Purpose:The subscriber has quite understanding
of operation and industry development of the company.
B.The current potential subscribers and the relationship with the company
are as below.
The potential subscriber/The relationship with the company
WEI,SHIH-YU/Insider (the spouse of the Chairman of the Company,
Huang Ta-Lun)
ANN MON-MEI/Insider (the spouse of the Director of the Company,
Ann Bau Hsing)
PAN FANG LING/Insider (the spouse of the Director of the Company,
Yang Jung-Kung)
(4)The company is seeking additional potential subscribers.
The determination of selecting subscribers will be in accordance
with related rules and regulations.
4.Number of shares or bonds privately placed:
It is proposed that to raise fund in following possible ways and the
issued common shares will not exceed 20,000,000 shares:to issue ordinary
shares by private placement and/or issue ordinary shares to participate
in GDR offering by private placement and/or issue domestic or overseas
convertible bonds by private placement in accordance with the applicable
laws, regulations.
For domestic or overseas convertible bonds by private placement,
the converted common shares will not exceed 20,000,000 shares in
accordance with the conversion price determined at the time of issuance.
5.Amount limit of the private placement:
It is proposed that the Board is authorized by the shareholders meeting
depending on the market conditions and operation needs to issue up to
total limit of 20,000,000 common shares by the private placement within
one year in several times (not to exceed three times) starting from the
date of approval by shareholders meeting.
6.Pricing basis of private placement and its reasonableness:
(1)The issuance price of the common shares of this private placement is
not less than 80% of the reference price.
The reference price is the higher of the following：
A.The simple arithmetic average of closing price of the Company's common
shares for one, three, or five business days immediately preceding
the pricing date after adjusting for the issuance shares by stock
dividends, cash dividends and/or capital reduction.
B.The simple arithmetic average of closing price of the Company's common
shares for the thirty business days immediately preceding the pricing
date after adjusting for the issuance shares by stock dividends, cash
dividends, and/or capital reduction.
(2)It is proposed for the shareholders' meeting to authorize
Board of Directors to determine the actual price not lower than the
range approved by the shareholders' meeting by considering the
specific investors and market conditions in the future.
(3)The issue price should be reasonable after considering the three-year
transfer restriction for securities issued by private placement and the
above reference price determined in accordance with rules and regulations.
7.Use of the funds raised in the private placement:
The funds raised from the proposed private placement will be used for
working capital and/or investment and/or loan repayment.
8.Reasons for conducting non-public offering:
Considering the timely and feasibility of funds raising and
the reduction of capital cost, the company proposed to raise funds
through private placement to increase the efficiency and flexibility.
Besides, the company could keep long-term relationship with the specific
investors with the three-years restriction of free share transfer for
securities issued in the proposed private placement.
9.Objections or qualified opinions from independent Board of Directors:
None.
10.Actual price determination date:
It will be submitted to the shareholders meeting to authorize the Board
of Directors to determine.
11.Reference price:
It will be submitted to the shareholders meeting to authorize the Board
of Directors to determine.
12.Actual private placement price, and conversion or
subscription price:
It will be submitted to the shareholders meeting to authorize the Board
of Directors to determine.
13.Rights and obligations of these new shares privately placed:
The new common shares will have the same rights and obligations as the
issued shares of the company.
14.Reference date for any additional share exchange, stock
swap, or subscription:NA
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:NA
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):NA
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%:NA
18.Any other matters that need to be specified:
(1)The proposal will be submitted to the shareholders meeting to
authorize the board with the full power to handle main points of
the private placement proposal, including but not limited to the actual
issuance shares, issued price,selection of investors, pricing date,
record date of capital increase, terms and conditions of issuance,
funded projects, fund using plan items,funds usage,anticipated benefits,
anticipated phases of private placement and other matters not prescribed
which will need to be revised as the result of regulatory amendments
or the evaluation of the operation or environment changes.
(2)To authorize the chairman or his designated person to handle related
matters on behalf of the company and sign related contracts and document.
(3)In addition to the scope of authorization mentioned above,it
is proposed that the board is authorized by the shareholders
meeting with full power to handle related matters about the proposed
private placement in accordance with applicable laws and regulations.
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