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Statement
| 1.Date of the board of directors resolution or
decision by the Company:2022/01/27
2.Number of shares issued:30,000 thousand shares
3.Par Value per share:NT$10
4.Total monetary value of the issuance:NT$1.35 billion
5.Issue price:NT$45 per share
6.Number of shares subscribed for by employees:10% of total issued shares,
amounts to 3,000 thousand shares
7.Ratio of shares subscribed for by existing shareholders:80% of total
issued shares, amounts to 24,000 thousand shares
8.Method for public sale and no.of shares:10% of total issued shares,
amounts to 3,000 thousand shares by public subscription
9.Handling method for fractional shares and shares unsubscripted for by the
deadline:The existing shareholders may apply to combine fractional share
into one share. The chairman is authorized to allocate uncombined shares,
fractional shares, or unsubscribed shares by existing shareholers and
employees to specific person at the issue price.
10.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 dividend rate is set at 4.5% per annum (equal to the sum of 5-year
IRS 0.87% + fixed spread 3.63%)on the issue price. 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 time 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.)Upon any voluntary or involuntary liquidation, dissolution or
winding-up of th Company, any surplus assets of the Company available
for distribution to shareholders shall be first distributed to the
Preferred Shareholders. All Preferred Shareholders shall rank pari
passu and such distribution shall be capped at the respective issue
amount.
(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.
11.Utilization of the funds from the current capital increase:
Loan repayment
12.Record date of cash capital increase and share subscription:2022/02/16
13.Last date before book closure:2022/02/11
14.Book closure starting date:2022/02/12
15.Book closure ending date:2022/02/16
16.Payment period:
Payment pariod for existind shareholders and employees will be from
2022/02/17 to 2022/02/23.
Payment period for specific person will be from 2022/02/24 to
2022/03/01.
17.Date of the agreement with the banks to collect and deposit the proceeds:
2022/01/27
18.Name of the institution designated to collect the proceeds:
Bank SinoPac/Chengchung Branch
19.Name of the bank designated to deposit the proceeds:
Mega International Commercial Bank/Taipei Branch
20.Any other matters that need to be specified:
(1.)The issuance of Preferred Shares A for capital increase has been
approved by Financial Supervisory Commission R.O.C.(Taiwan) on 2022/01/18
(No.1100379313)
(2.)Ex-rights date:2022/02/10
(3.)Preferred shares A will be listed on TWSE.
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