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Statement
| 1.Date of the board of directors resolution:2022/06/23
2.Source of capital increase funds:
Capital raising through issuance of preferred shares A
3.Whether to adopt shelf registration (Yes, please state issuance period/No):
No
4.Total monetary value of the issuance and number of shares issued (shares
issued not including those distributed to employees if consisting in
capital increase from earnings or capital surplus):
Total monetary value of the issuance: Not exceeding NT$10 billion
Total number of shares issued: Not exceeding 125,000,000 shares
5.If adopting shelf registration, monetary value and number of shares
to be issued this time:N/A
6.The remaining monetary value and shares after this issuance when
adopting shelf registration:N/A
7.Par value per share:NT$10 per share
8.Issue price:
Tentatively set at NT$ 80 ~ NT$ 100. Once the registration is approved by
the FSC, the Chairman will be authorized to set the issue price in
accordance with the stipulations of" Self-regulation Measures for
Underwriters Providing Guidance to Companies in Raising and Issuing
Negotiable Securities".
9.Number of shares subscribed for by or allocated to employees:
10% of the newly issued preferred shares A will be reserved for employees'
subscription.
10.Number of shares publicly sold:10% of the newly issued preferred shares A
11.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:80% of the newly issued preferred shares A
12.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 may be open for
subscription by specific person. The Chairman is authorized to handle the
relevant matters.
13.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 be authorized 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.
14.Utilization of the funds from the capital increase:
Repay existing borrowings to make financial structure better.
15.Any other matters that need to be specified:
(1) Terms including but not limited to the total monetary value of the
issuance, issue price, number of shares, funding application plan,
funding application process, expected benefit and other relevant matters.
It is proposed to authorize the Chairman to decide the terms, details
and purpose as the authority amends regulations or the market condition
changed.
(2) After acquire approval from authority, it is proposed to authorize
the Chairman to decide record date, payment period and other relevant
matters.
(3) The chairman, or his delegate, shall be authorized to sign and/or
stamp relevant documents on behalf of the Company.
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