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Statement
| 1.Date of the board of directors resolution:2022/04/06
2.Types of securities privately placed:Common shares
3.Counterparties for private placement and their relationship
with the Company:
(1)The counterpaties for this private placement shall meet the
qualifications for specific persons listed in Article 43-6 of the
Securties and Exchange Act, and are limited to strategic investors,
prioritizing those who could benefit the Company's long-term
development, competitiveness, and rights of existing sharholders.
(2)In order to enhance competitiveness, increase operating efficiency and
long-term development,strategic investors can directly or indirectly
improve the Company's the finance, buiness ,brand ,market share,
purchase, management and development.
(3)The Company has not found specific persons yet and is proposed to
authorize the Board of Directors to find specific persons and handle
related matters.
4.Number of shares or bonds privately placed:
It will be proposed for the sahreholders meeting to authorize the Board
of Directors to choose appropriate timing and fund fundrasising
instrument(s) by one or a combination of methods:conduct private
placement of common shares and/or conduct private placement of domestic
convertible corporate bonds, within the limit of 2 million common shares,
depending on the market conditions and the Company's needs, in accordance
with the applicable laws and regulations and the following fund raising
method principles.When domestic convertible corporate bonds are issued
through privated placement, the number of common shares that can be
converted from privately placed convertible corporate bonds shall be
within the aforementioned scope of 2 million shares, and shall be
calculated in accordance with the conversion price determined at the time
of private placement.
5.Amount limit of the private placement:
To be determined
6.Pricing basis of private placement and its reasonableness:
(1)The issue price of the privately placed common shares shall not be lower
than 80 percent of the reference price. The refercence price shall be the
higher of the following two calculations:
A.The simple average closing price of the common shares for either the 1,
3, or 5 buiness days before the price determination date, after
adjustment for any distrubution of stock dividends, cash dividends or
capital reduction.
B.The simple average closing price of the common shares for the 30
business days before the price determination date, after adjustment
for any distribution of stock dividends, cash dividends, or capital
reduction.
(2)The setting of the privately placed domestic unsecured convertible
corporate bonds price is not lower than 80 percent of the reference
price, the setting method of which is compliance with the existing
laws and reguqlation; hence, it is of resonability.The reference
price for calculation and the actual conversion price shall be the
higher of the following two calculations:
A.The simple average closing price of the common shares for either the 1.
3, or 5 business days before the price determination date, after
adjustment for any distrubution of stock dividends, cash dividends or
capital reduction.
B.The simple average closing price of the common shares for the 30
business days before the price determination date, after adjustment
for any distribution of stock dividends, cash divedends, or capital
reduction.
(3)The subscription price for common shares of this private placement shall
be determined with reference to the price of the Company's common shares,
in accordance with the Direcions for Public Companies Conducting Private
Placements of Securities. Thus, the price should be reasonable.
7.Use of the funds raised in the private placement:
The funds raised hereby shall serve to either increase working capital,
strengthen the financial structure and support the company to expand its
marketing channels increase its market share.
8.Reasons for conducting non-public offering:
Based on the status of the capital market, timeliness and feasiblilty of
fundraising, issuance cost, and the actual needs to attract strategic
investors. Privately placed securities cannot be freely traded within
three years, can ensure the long-term cooperation between the Company
and strategic investors, and authorizing the Board of Directors to
conduct private placement according to the Company's actual business
needs effectively increases flexibility and freedom for fundraising.
9.Objections or qualified opinions from independent Board of Directors:
None
10.Actual price determination date:
N/A
11.Reference price:
N/A
12.Actual private placement price, and conversion or
subscription price:
N/A
13.Rights and obligations of these new shares privately placed:
The rights and obligations of the privately placed common shares are the
same with the issued common shares. Excepet for the transfer
restriction on objects regulated by Article 43-8, Securities and
Exchange Act, privately placed securities in principle may not be
transferred until three full years after the delivery date. The
Board of Directors is intended to be authorized by a special
shareholders meeting and may be filed with the Competent Authority
for retroactive handling of public issuance procedures and listing
where three full years have elapsed since the delivery date.
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:
None.
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