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Statement
| 1.Date of the board of directors resolution or
decision by the Company for record date:2022/08/11
2.Whether to adopt shelf registration (Yes, please state issuance period /No):
No
3.Effective registration date approved by competent authority:2022/08/10
4.Date of the board of directors resolution for (additional) issuance
of shares:NA
5.Total monetary value of the issuance and number of shares issued:
Tentative amount not exceeding NT$ 5 billion and the number of shares issued
is 50,000,000 shares.
6.If adopting shelf registration, monetary value and number of shares
to be issued this time:NA
7.The remaining monetary value and shares after this issuance when
adopting shelf registration:NA
8.Par Value per share:NT$10
9.Issue price:Tentatively set at NT$ 100. The Chairman is authorized to set
the issue price in accordance with market circumstance.
10.Number of shares subscribed for by employees:
10% of total issued shares,amounts to 5,000,000 shares
11.Ratio of shares subscribed for by existing shareholders:
80% of total issued shares, amounts to 40,000,000 shares. The actual
subscription ratio should be based on the shareholders'list on the record
date.
12.Method for public sale and no.of shares:
10% of total issued shares is sold publicly, amounts 5,000,000 shares.
13.Handling method for fractional shares and shares unsubscripted for by the
deadline:
Any fractional shares which are less than one full share, the shareholders
concerned may arrange for pooling together of their fractional shares to
form one full share within 5 days after the book closure date. Shares left
unsubscribed by the original shareholders and employees will be purchased
at issue price by specific person designated by the Chairman as authorized
by the board.
14.Rights and obligations of these newly issued shares:
(1) The fiscal year-end earnings of the Company shall be applied to the
following uses in order: payments of taxes, making-up of deficit,
legal reserve, special reserve by law, and the remaining shall be
paid to holders of preferred shares as the current year's dividends.
(2) The dividends of preferred shares are capped at 8% per annum on the
issue price. The dividend rate will be set as 5-year IRS + fixed rate
on the issue price. The fixed rate will authorize Chairman to determine
between 2.0%~3.5%. Cash dividends will be distributed annually in
arrears. Once the Company's Audited Financial Reports have been
acknowledged in the annual general meeting of the shareholders, the
Board shall be authorized to set the payment date for the distribution
of the payable preferred share dividends for the previous year. In the
year of issuance and redemption, the distribution of the payable
dividends shall be calculated based on the actual number of days the
preferred shares remained outstanding in that year.
(3) The Company has discretion over the dividend distribution of preferred
shares. The Company may decide not to distribute dividends of preferred
shares in the following circumstances:(a) there are no earnings in a
fiscal year, (b) the earnings are insufficient to distribute dividends
of preferred shares. The cancellation of dividend payment should not
constitute an event of default. The preferred shares are noncumulative,
and the preferred shareholders do not have the right to claim any of
the unpaid or omitted dividends in the future.
(4) Not entitled to common shares' cash or stock dividends derived from
earnings or capital reserve.
(5) The order of claim for distribution of property is prior to ordinary
shares. The claim of all series of preferred shareholders are equal,
but subordinate to the holders of debts. The repayment shall be
capped at the respective issue amount of preferred shares upon
liquidation.
(6) Preferred shareholders do not have voting rights or suffrage. However,
they have voting rights with respect to agendas related to the rights
and obligations of preferred shares in shareholders' meetings.
(7) Cannot be converted to common shares and Holders do not have the right
to request the company to redeem preferred shares.
(8) Preferred Shares A shareholders have the same pre-emptive right as
common shareholders for newly issued shares.
(9) The preferred shares are perpetual. Preferred shares may be redeemed
in whole or in part at issue price any time after five years of
issuance at the option of the Company.
15.Utilization of the funds from the current capital increase:
Repay existing borrowings.
16.Record date of cash capital increase and share subscription:2022/09/03
17.Last date before book closure:2022/08/29
18.Book closure starting date:2022/08/30
19.Book closure ending date:2022/09/03
20.Payment period:
Original shareholders and employees payment period 2022/09/06~2022/09/13
21.Date of the agreement with the banks to collect and deposit the proceeds:
The Company will announce after the agreement is officially signed.
22.Name of the institution designated to collect the proceeds:
The Company will announce after the agreement is officially signed.
23.Name of the bank designated to deposit the proceeds:
The Company will announce after the agreement is officially signed.
24.Any other matters that need to be specified:
(1)The issuance have been approved by FSC on 2022/08/10 (No.1110350832).
(2)Ex-dividend date:2022/08/26
(3)Preferred shares A will be listed on TWSE.
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