|
Statement
| 1.Date of occurrence of the event:2022/05/20
2.Company name:TCI GENE INC
3.Relationship to the Company (please enter "head office"
or "subsidiaries"):head office
4.Reciprocal shareholding ratios:N/A
5.Cause of occurrence:Board of Directors resolved on the price determination
of private placement common shares and related matters.
6.Countermeasures:
(1)Date of the board of directors resolution:2022/05/20
(2)Types of securities privately placed:common shares.
(3)Counterparties for private placement and their relationship with
the Company:The targets of the private placement shall be limited to the
specific persons of the requirement under the Article 43-6 of Securities
and Exchange Act, and Regulation of Financial Supervisory Commission
(91) No.0910003455 on 13 June 2002.
The choice of specific persons are limited to strategic investors.
(4)Number of shares or bonds privately placed:5,000,000 common shares.
(5)Amount limit of the private placement:
Amount limit of the private placement are 5,000,000 common shares.
(6)Pricing basis of private placement and its reasonableness:
A.The Pricing basis of private placement
(a) For the 30 business days preceding the price determination date, the
simple arithmetic mean closing price of the common shares, or the sum
of all transaction amounts of the common shares of such emerging
stock traded on each of those business days in the Emerging Stock
Computerized Price Negotiation and Click System divided by the sum of
the number of shares traded on each of those business days, after
adjustment for any distribution of stock dividends, cash dividends or
capital reduction.
(b) The net worth per share shown on the latest financial report audited
and certified or reviewed by a certified public accountant (CPA) before
the price determination date.
The Pricing shall be the 80% based on the higher price between
the two listed above calculations.
B.Pricing reasonableness:The private placement price will be determined
in accordance with the laws and regulations of the authority, concern
the above reference price. Then, considering the three year transfer
restriction of Securities and Exchange Act for private placement, and
no less than 80% of the shareholders' meeting resolved reference price.
Thus, it is reasonable to determine the price at NT 115.50.
(7)Use of the funds raised in this private placement:Increase working
capital, and fulfill the company's long-term development needs.
(8)Reason for conducting non-public offering:
In response the Company needs working capital, considering the private
placement can be more efficient and can restrict transaction in certain
period, the long-term operation development will be ensured.
If through public offerings, it may be difficult to raise the funds
quickly in the short time. Furthermore,
in consideration of reducing the cost of financing. The company plans the
cash capital increase by private placement, and authorize the Board of
Directors to approve and increase the efficiency of fund-raising.
(9) Objections or qualified opinions from independent directors:None.
(10)Actual price determination date: 2022/05/20
(11)Reference price: NT$ 143.77.
(12)Actual private placement price, and conversion or subscription price:
NT$ 115.50. The actual private placement is per share of NT$ 115.50,
which is 80.34 % of the reference price, NT$ 143.77. In line with the
resolution of the extraordinary shareholders meeting, 80% based on the
higher price calculations mentioned above.
(13)Rights and obligations of these new shares privately placed:
The rights and obligations of the common shares in the private placement
are the same with the issued common shares, and the transfer restriction
under the Article of Securities and Exchange Act. The company may
file for retroactive handling of public issuance procedures with FSC
three years after the private placement.
following the delivery date of the private placement securities, the
company follows regulation of laws, it may file with the FSC for
retroactive handling of public issuance procedures.
(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)Any other matters that need to be specified:
A.Payment period of this private placement: 2022/05/23 to 2022/05/25
B.Record date of capital increase in this private placement: 2022/05/25.
If the actual operation schedule is changed for any reason, the chairman
is authorized to adjust it according to the actual situation.
7.Any other matters that need to be specified: NA.
|
