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Statement
| 1.Date of the board of directors resolution:2022/08/11
2.Types of securities privately placed:common stock
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 the Securities and Exchange
Act.
4.Number of shares or bonds privately placed:Less than 2 billion shares.
5.Amount limit of the private placement:Less than 2 billion shares.
6.Pricing basis of private placement and its reasonableness:
(1)The subscription price for common shares of this private placement
shall be no less than 80% of the reference price. The reference price
will be the higher one between the below two benchmark prices:
A.The simple arithmetic average of the closing price of the common
shares either on the first, third, or fifth business day immediately
prior to the price determination date, after adjustment for any
distribution of stock dividends, cash dividends or capital reduction.
B.The simple arithmetic average of the closing price of the common
shares 30 business days prior to the price determination date, after
adjustment for any distribution of stock dividends, cash dividends or
capital reduction.
The actual price determination date and issue price are proposed to for
the shareholders' meeting to authorize the Board of Directors to
determine the actual price no lower than within the range approved by
the shareholders' meeting, depending on the status of specific persons
contacted and market conditions in the future.
(2)The subscription price for common shares of this private placement
shall be determined with reference to the Company's present operating
condition, future development prospect, the non-transfer restriction in
three years for the common shares of the private placement, and the
Company's recent trading price. Thus, the price should be reasonable.
(3)The reasons why the price is lower than the par value of the shares, the
rationality, the pricing method and the impact on shareholders' equity:
The price of ordinary shares in this private placement is handled in
accordance with the laws and regulations of the competent authorities.
The price is priced lower than the par value of the shares to attract
investors, meanwhile the current market common share price is also lower
than the par value. Therefore, the accumulated loss resulted from the
pricing appears reasonable, which the Company will eliminate according
to future operation performance by means of capital reduction, surplus
or capital reserve.
7.Use of the funds raised in this private placement:
In order to enrich operating capital, strengthen financial structure and
improve risk based capital (RBC).
8.Reason for conducting non-public offering:
In order to seek strategic alliance opportunities at home and abroad, and
ensure long-term cooperation with strategic investors partnership to
achieve the purpose of enriching operating capital, strengthening
financial structure and improving risk based capital (RBC).
9.Objections or qualified opinions from independent 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:
In principle, the rights and obligations of this private placement of
common stocks are identical as those of the common stocks issued by the
Company. However, according to the Securities and Exchange Act, the shares
of the private placement have a condition of non-transferable within three
years upon delivery except for certain circumstances stated in the Article
43-8 of the Securities and Exchange Act.
After three years upon the private placement of shares delivery, the
Company may authorize the Board of Directors to apply for written approval
from TWSE for the public offering in accordance with the above regulation;
meanwhile, the Company may further apply for approval from the Financial
Supervisory Commission to trade the shares in the public market.
14.Record 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 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):N/A
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%:N/A
18.Any other matters that need to be specified:
(1)In addition to the percentage of the private placement price, if there
are amendments in the future due to any change of circumstances or the
competent authorities, or other matters not covered herein, the
shareholders'meeting may authorize the Board of Directors to handle the
private placement for new shares under relevant requirements, including
but not limited to the actual share number, actual price, actual amount,
the choice of the applicants, the reference date, the private placement
conditions, the use and progress of funds, and the expected benefits
possible.
(2)In addition to the above, the shareholders' meeting may also authorize
the Chairman to sign, negotiate, and amend the contracts and documents
related to the private placement common shares,as well as to handle other
related matters on behalf of the Company.
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