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Statement
| 1.Date of the board of directors resolution:2022/08/17
2.Types of securities privately placed:common shares
3.Counterparties for private placement and their relationship with
the Company:
The counterparties for this private placement shall meet the
qualifications for specific persons listed in Article 43-6 of
Securities and Exchange Act and relevant interpretations.
4.Number of shares or bonds privately placed:
Not exceeding 1.3 billion common shares
5.Amount limit of the private placement:
Not exceeding 1.3 billion common shares($10 par value per share)
in three installments within one year.
6.Pricing basis of private placement and its reasonableness:
According to Directions for Public Companies Conducting
Private Placements of Securities, the reference price is the
net worth per share shown on the financial report audited and
certified or reviewed by a CPA for the period closest to the
price determination date and shall not be lower than 80%
of the reference price.
Considering all the rights within the terms and conditions of the
issuance, it is proposed that the board of directors to be
authorized by the members in the special shareholders' meeting
with full power to determine the price in accordance with the
market conditions, a result of the evaluation of the operation
and environmental changes.
7.Use of the funds raised in this private placement:
Due to enriching operating funds、strengthening capital
adequacy ratio, and enhancing financial structure.
8.Reason for conducting non-public offering:
To ensure a timely fund and the securities issued in the Proposed
Private Placement are subject to share transfer restriction for
a period of three (3) years, so that a long term partnership
between the Company and selected investors can be secured.
9.Objections or qualified opinions from independent directors:No
10.Actual price determination date:
The board of directors will determine after the special
shareholders meeting in 2022.
11.Reference price:
After the Company's Articles of Incorporation amendment approved,
it will be NTD 8.704($10 par value per share)
12.Actual private placement price, and conversion or subscription price:
The board of directors will determine after the special
shareholders meeting in 2022.
13.Rights and obligations of these new shares privately placed:
Except for the limitation on the disposition of privately placed
shares according to applicable law, all other rights and obligations
shall be the same as those applicable to outstanding common shares
already issued by Hotai Insurance Co., Ltd..
14.Record date for any additional share exchange, stock swap,
or subscription:NA
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of
change in shareholding ratio of TWSE-listed common shares if all privately
placed corporate bonds are converted and shares subscribed for (no.of TWSE -
listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%:NA
18.Any other matters that need to be specified:NA
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