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Statement
| 1.Date of the board of directors resolution:2022/03/17
2.Types of securities privately placed:Common Shares
3.Counterparties for private placement and their relationship
with the Company:
The Company will select the specified subscribers in accordance with
Article 43-6 of Securities and Exchange Act. If a strategic investor
is targeted,only those individual and/or legal entities which may help
the Company in developing products and enlarging market shares.
4.Number of shares or bonds privately placed:
Not exceed 10 million common shares
5.Amount limit of the private placement:
Not exceed 10 million common shares
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 AGM to authorize the Board of Directors to
determine the price based on the resolution of the AGM and then market
conditions. 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
8.Reasons for conducting non-public offering:
In consideration of market conditions, fund raising efficiency, costs
of the offering(s) as well as equity stabilizing, private placement
may be adopted as a fund raising mechanizes. If the private placement
is for the strategic investors, it is to maintain long-term relations
with such strategic investors through the transfer restriction of
shares subscribed. Also, the use of proceeds thereof shall be for the
Company's business operation and/or development; and it shall be for
the steadily operation of the Company as well as the interests of
the shareholders.
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:
Except for the transfer restriction as provided under Article
43-8 of Securities and Exchange Act, the rights and obligations
of the privately placed common shares is the same as the
outstanding common shares.
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:
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 etermination
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.
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