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Statement
| 1.Date of the board of directors:2022/03/23
2.Date of the shareholders' meeting:2022/06/21
3.Applicant:Wafer Works(Shanghai)Co.,Ltd.
4.Purpose:Wafer Works (Shanghai) Co., Ltd., a subsidiary of the Company,
intends to apply for an initial public offering of shares to a stock
exchange in mainland China as well as for listing and shares being
traded on a stock exchange in mainland China (hereinafter referred to
as "this Listing") in order to rapidly expand its relevant business
market in mainland China, attract and motivate outstanding professional
talents, and improve the global competitiveness of the Group.
5.Impact on the finance and business of the listed company:(1) If Wafer
Works (Shanghai) is successfully listed on the stock exchange in mainland
China, it will be able to obtain more sources of funds and have more
access to financing, and optimize the financial structure of the Group.
After the raised funds are in place, they will be available for use in
projects such as expanding production lines, increasing production
capacity, and increasing R&D investment, so as to enhance business
competitiveness and market share. It will be favorable for the Group's
increase in its profits and to shareholder equity, and it will also
enlarge the asset scale of the Group so as to pursue the best interests
for shareholders.
(2) By virtue of this Listing, it will help to enhance Wafer Works
(Shanghai)'s local corporate image and attract outstanding talents, which
will be advantageous for Wafer Works (Shanghai) to expand its business.
6.Proposed changes in the organizational structure and business:
(1)In the future, the Company will still hold the equity of Wafer Works
(Shanghai) through its subsidiary Silicon Technology Investment (Cayman)
Corp. In addition, the organizational structure of Wafer Works (Shanghai)
and its subsidiaries is the same as the current one, which has no impact
on the Company.
(2) For the business adjustment for Wafer Works (Shanghai) and the Company
in the future, both companies will make good use of their respective
competitive niches to enhance the Group's competitiveness and improve
growth momentum through professional division of labor.
7.Impact of the proposed changes in the organizational structure and
business on the listed company:
(1)In the future, the Company will still hold the equity of Wafer Works
(Shanghai) through its subsidiary Silicon Technology Investment (Cayman)
Corp. In addition, the organizational structure of Wafer Works (Shanghai)
and its subsidiaries is the same as the current one, which has no impact
on the Company.
(2)For the business adjustment for Wafer Works (Shanghai) and the Company
in the future, both companies will make good use of their respective
competitive niches to enhance the Group's competitiveness and improve
growth momentum through professional division of labor.
8.Method of shareholding dispersal and proposed reduction of shareholding:
The number of shares issued at this time is expected to account for
10%-25% of the total post-issuance share capital of Wafer Works
(Shanghai) (tentatively, prior to the exercise of the over-allotment
option); and the lead underwriter can be granted the over-allotment
option in an excess of no more than 15% of the number of shares in the
initial public offering.The specific shareholding ratio of public
shareholders, the face value, and the price of the issued shares will be
determined in accordance with the relevant regulations and listing rules
for listing in mainland China. The Company's current comprehensive Wafer
Works (Shanghai) shareholding ratio is 45.8%. If the above-mentioned
over-allotment option is fully exercised, it is estimated that the Company's
comprehensive shareholding ratio in Wafer Works (Shanghai) after the issuance
of new shares by Wafer Works (Shanghai) will be 32.63%-41.22%. The final
number of issuance is proposed to be submitted to the shareholders' meeting
to authorize the Board of Directors of the Company, and/or the Board of
Directors of Wafer Works (Shanghai) or the person authorized by its board of
directors to negotiate with the lead underwriter in accordance with local
laws and regulations, capital needs, communication status with the securities
regulatory authority, and market conditions.However, in case of matters
involving a conflict of interest with the Company, they will be determined
by the Board of Directors of the Company. If the aforementioned number of
shares issued is subject to a separate resolution in accordance with Taiwan
regulations, the Company will handle such matters in accordance with relevant
regulations.
9.Basis of price determination:The pricing will be determined in accordance
with the relevant regulations and listing rules of the place of listing
in mainland China. However, the stock exchange to which the application
for listing will be finally made, sector for the listing, amount of issuance,
public shareholder shareholding ratio, and issue price are proposed to be
submitted to the shareholders' meeting to authorize the Company's Board of
Directors, and/or the Wafer Works (Shanghai)'s Board of Directors or the
person authorized by its board of directors to negotiate with the lead
underwriter in accordance with local laws and regulations, capital needs,
communication status with securities regulators, and market conditions.
10.Parties to whom equities are to be assigned or specified persons being
contacted:In accordance with the relevant laws and regulations of the place
of listing, the counterparties of the new shares issued in this offering
are the inquiry objects that conform to the laws and regulations of the
place of listing as well as the regulations of the regulatory authority,
qualified domestic natural persons and legal persons, and other investors
that conform to the regulations of the China Securities Regulatory
Commission. The Company will not participate in this subscription.
11.Whether the listed company remains listing or not:Wafer Works (Shanghai)'s
application for listing on a stock exchange in mainland China shall be
handled in accordance with relevant laws and regulations. In addition,
the Company will still retain control over Wafer Works (Shanghai), and the
interests of the Company's existing shareholders can be fully protected.
It will not affect the Company's continued Taiwan OTC listing.
12.Date of the special committee or audit committee:2022/03/23
13.Any other matters that need to be specified:
(1)Considering long-term development, Wafer Works (Shanghai) has applied to
the competent authority in mainland China for an initial public offering and
listing. However, it has not yet submitted the application documents. There
are still uncertainties and unpredictability in the timing of the
application submission and the length of the application period in the
future.
(2)This issuance and listing still need to be approved by the shareholders'
meeting before implementation. If the shareholders' meeting approves it, in
order to meet the needs of Wafer Works (Shanghai)'s application for listing
on the stock exchange in mainland China, it is proposed to be submitted to
the shareholders' meeting to authorize the Board of Directors or the person
authorized by the Board of Directors, and/or the board of directors of the
subsidiary Wafer Works (Shanghai) or the person it authorizes to make
adjustments in accordance with the implementation status of the listing plan,
the opinions of the relevant government authorities, the laws and
regulations of Taiwan and the place where it is listed, market conditions,
or as appropriate, and to handle matters relevant to this issuance and
listing with full authority, including but not limited to appointing
professional advisors, determining the issuance conditions, time of issuance,
amount of issuance, object of issuance, method of issuance, pricing method,
issue price (including the price range and final pricing), issuance record
date, strategic allotment (including the allotment ratio, allotment
counterparties, etc.), over-allotment matters, purpose of the funds raised
by the offering, ratio of online and offline issuance, determination on the
listing location, stock exchange and listing sector, issuance of commitment
letter, confirmation letter, and relevant listing application documents of
this issuance and listing, as well as handling all other matters relevant to
this issuance and listing. However, in case of matters involving a conflict
of interest with the Company or matters that should be resolved by the Board
of Directors of the Company in accordance with laws and regulations, such
matters will be determined by the board of directors resolution of the
Company. If the aforementioned number of shares issued is subject to a
separate resolution in accordance with Taiwan regulations, the Company will
handle such matters in accordance with relevant regulations.
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