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Statement
| 1.Date of the board of directors resolution:2021/12/22
2.Source of capital increase funds:Cash capital increase by
issuing A Preferred Shares
3.Number of shares issued (not including those distributed to employees if
consisting in capital increase from earnings or capital surplus) :
30,000 thousand shares
4.Par value per share:NT$10
5.Total monetary value of the issuance:Ceiling on tentative total amount
of the issue is NT$ 1.5 billion
6.Issue price:Tentative issue price per share is in the range of NT$40~50
The actual issue price shall be authorized Chairman to set in accordance
with market circumstance, the relevant laws and regulations
7.Number of shares subscribed for by or allocated to employees:
10% of total issued shares, amounts to 3,000 thousand shares
8.Number of shares publicly sold:
10% of total issued shares, amounts to 3,000 thousand shares
9.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:80% of total issued shares, amounts to 24,000 thousand shares
10.Handling method for fractional shares and shares unsubscripted for by
the deadline:Authorized to chairman to arrange specific person for
subscription
11.Rights and obligations of these newly issued shares:
(1.)Preferred Shares A are perpetual preferred shares. Holders of
�@�@Preferred Shares A have no right to request redemption of such
�@�@shares by the Company. However, the Company may redeem Preferred
Shares A in whole or in part at the actual issue price after the day
�@�@following the fifth anniversary of issuing. The rights and obligations
�@�@of the remaining and outstanding Preferred Shares A as described
�@�@in the preceding paragraphs will remain unchanged. Holders of the
�@�@outstanding Preferred Shares A are entitled to receive declared
�@�@dividends based on the actual days in the redemption year up to the
date of redemption should the Company decide to declare dividend for
the redemption year.
(2.)The dividends of Preferred Shares A is up-limit to annualized
8% based on issued price per share at pricing base date and 5-year IRS
�@�@interest rate plus fixed spread.Actual spread is authorized to chairman
�@�@and within 3.5% to 4.5%. 5-year IRS interest rate will be reset every
five years after issued date. Interest rate reset pricing base date is
two days prior to interest reset date and this 5-year IRS is based on
11am Taipei tine average price of Reuter ��TAIFXIRS�� and ��COSMOS3��
5-year interest exchange price. If above-mentioned price is unavailable,
the interest rate will be decided by the Company based on reasonable
market price.
(3.)The dividends of Preferred Shares A are paid annually in cash
�@�@in one lump sum. The Chairman is authorized by the Board of Directors
�@�@to set the ex-dividend date and the amount of dividends to be paid
for the previous fiscal year. In the year of issuance and redemption,
the distribution of the payable dividends shall be calculated
proportionally based on the actual number of days that the Preferred
Shares A remained outstanding in that year.
(4.)The fiscal year-end earnings of the Company shall be applied to the
following uses in order: paying all taxes and duties, making-up of
deficit, setting aside a legal capital reserve at 10% of the profits
and setting aside special capital reserve in accordance with the
regulations, and the remaining should pay the dividends to holders of
Preferred Shares A at first priority, and then remaining profit
together with undistributed retained earnings shall be distributed
according to the distribution plan proposed by the Board of Directors
(5.)The Company has sole discretion on the distribution of Preferred
Shares A dividends. If there is no earning or insufficient
�@�@earning for distributing dividends of Preferred Shares A in
the fiscal year, or the Company has other necessary considerations,
the Board may decide not to distribute Preferred Shares A
dividends by Board Resolution, and it will not be deemed as an
event of default.
(6.)Preferred Shares A are non-cumulative shares. If the Company
�@�@decide not to distribute preferred share dividends or to distribute
�@�@insufficient dividend, the undistributed dividends or shortfalls in
�@�@dividends distributed shall not be cumulative and shall cease to
accrue and be payable, therefore no deferred payment will be paid
in subsequent years where there are earnings.
(7.)Except for the dividend prescribed in Subparagraph 2 and 3 of this
�@�@Paragraph, Preferred Shares A are not entitled to participate in
the distribution of cash or share dividends with regard of the
common shares derived from earnings or capital reserves.
(8.)The order of claim for distribution of property is prior to
common shares, Preferred Share A and other Preferred Shares of
the Company shall rank pari passu without any preference among
themselves, and the repayment shall be capped at respective issue
amount of Preferred Shares A upon liquidation.
(9.)The holders of Preferred Shares A are not entitled to any voting
�@�@rights or election during general shareholders�� meeting. Holders of
�@�@outstanding Preferred Shares A have mandatory voting rights with
�@�@respect to agendas that would affect preferred shares in preferred
�@�@shareholders��meeting and in general shareholders��meeting.
(10.)Preferred Shares A cannot be converted to common shares.
(11.)If any Preferred Shares A remains outstanding, except to make up
�@�@ for losses, share premium of Preferred Shares A should not be
�@�@ capitalized into share capital.
(12.)When the Company issues new shares by cash placement, the
shareholders of Preferred Shares A and the shareholders of common
stocks have the same right to subscribe new shares.
12.Utilization of the funds from the capital increase:Loan repayment
13.Any other matters that need to be specified:
Details regarding the capital increase or changes in government
laws and regulations, revising by regulating authority, revising
based on operation evaluation, change in objective environmental
or based on factual need authorized the Chairman or his
designated deputy person to determine.
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