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Statement
| 1.Date of the board of directors resolution:2022/04/06
2.Name of the corporate bonds:domestic or overseas convertible bonds
3.Total amount issued:
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.
4.Face value per bond:It will be submitted to the shareholders meeting
to authorize the Board of Directors to determine.
5.Issue price:
(1)The issuance price of the domestic or overseas convertible by private
placement is be no less than 80% of the theoretical price and
the conversion price shall be no less than 80% of 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
its 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 its
pricing date after adjusting for the issuance shares by stock dividends,
cash dividends, and/or capital reduction.
(2)It is proposed to the shareholders meeting to authorize the Board of
Directors to determine the pricing date, issuance price,
and conversion price within the range resolved by the shareholders
meeting based on market conditions and specific investors in the future.
(3)The detetmination of issue price(including the converion price of
domestic or overseas convertible bonds by private placement) should be
reasonable after considering the three-year transfer restriction for
securities issued by private placement and the above theoretical price
determined in accordance with rules and regulations.
6.Issuance period:It will be submitted to the shareholders meeting to
authorize the Board of Directors to determine.
7.Coupon rate:
It will be submitted to the shareholders meeting to authorize the Board
of Directors to determine.
8.Types, names, monetary values and stipulations of collaterals:NA
9.Use of the funds raised by the offering and utilization plan:
The funds raised from the proposed private placement will be used for
working capital and/or investment and/or loan repayment.
10.Trustees of the corporate bonds:To be determined.
11.Guarantor(s) for the issuance:NA
12.Agent for payment of the principal and interest:To be determined.
13.Where convertible into shares, the price and the rules for conversion:
It will be submitted to the shareholders meeting to authorize the Board
of Directors to determine.
14.Sell-back conditions:It will be submitted to the shareholders meeting
to authorize the Board of Directors to determine.
15.Buyback conditions:It will be submitted to the shareholders meeting
to authorize the Board of Directors to determine.
16.Reference date for any additional share exchange, stock swap,
or subscription:NA
17.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:NA
18.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):The maximum diluted ratio will be 15.30%
based on maximum 20,000,000 common shares issued from the conversion of
convertible bond through private placement.
19.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
20.Any other matters that need to be specified:
(1)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)
(2)The company is seeking additional potential subscribers.
The determination of selecting subscribers will be in accordance
with related rules and regulations.
(3)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.
(4)To authorize the chairman or his designated person to handle related
issuance matters on behalf of the company and sign related contracts
and documentation .
(5)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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