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Statement
| 1.Date of the board of directors resolution:2022/02/25
2.Source of capital increase funds:Issuance of new common shares for cash to
sponsor issuance of GDR and/or issuance of new common shares for cash in
public offering
3.Whether to adopt shelf registration (Yes, please state issuance period/No):
To be determined.
4.Total monetary value of the issuance and number of shares issued (shares
issued not including those distributed to employees if consisting in
capital increase from earnings or capital surplus):
After the approval of the competent authority, it is proposed to authorize
by the Board of Directors or the Chairman to decide.
5.If adopting shelf registration, monetary value and number of shares
to be issued this time:To be determined.
6.The remaining monetary value and shares after this issuance when
adopting shelf registration:To be determined.
7.Par value per share:NTD$10
8.Issue price:To be determined.
9.Number of shares subscribed for by or allocated to employees:
10%-15% of the new common shares shall be allocated for the
employees' subscription.
10.Number of shares publicly sold:To be determined.
11.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:
(1)Issuance of new common shares for cash to sponsor issuance of GDR:
Except for 10% to 15% of new common shares shall be allocated for the
employees' subscription in accordance with the applicable law, it is
proposed for the shareholders meeting to approve the rights to the
remaining 85% to 90% of the issuance shall be waived by the
shareholders and should be offered to the public under Article 28-1 of
"Securities and Exchange Act"as the underlying shares of GDR to be
sold.
(2)Issuance of new common shares for cash in public offering and it is
proposed to authorize the Board of Directors to choose either of the
following methods to sell the new shares in the public offering:
A. Except for 10% to 15% of the new shares must be offered to employees
in accordance with Article 267 of the"Company Act", the remaining
85% to 90% shares will be proposed to the shareholders' meeting to
approve to waive the existing shareholders' pre-emptive rights
in accordance with Article 28-1 of the"Securities and Exchange Act"
and such remaining shares will be offered to the public via book
building.
B. Except for 10% to 15% of the new shares must be offered to employees
in accordance with Article 267 of the"Company Act", it is proposed
that 10% of the new shares to be sold to the public through the
underwriter(s) in accordance with Article 28-1 of the
"Securities and Exchange Act", the remaining 75% to 80% of the
shares will be subscribed to by the existing shareholders of
the Company in accordance with their shareholding.
12.Handling method for fractional shares and shares unsubscripted for by
the deadline:
(1)Issuance of new common shares for cash to sponsor issuance of GDR:
The unsubscribed portion of the reserved shares for employees, it is
proposed to authorize the Chairman to assign specific persons to
subscribe or to be participating as the original shares on the GDR.
(2)Issuance of new common shares for cash in public offering:
The unsubscribed portion of the reserved shares for employees
and shareholders, it is proposed to authorize the Chairman to assign
specific persons to subscribe at the issue price.
13.Rights and obligations of these newly issued shares:
The new common shares will have the same rights and obligations as the
Company's existing issued and outstanding common shares.
14.Utilization of the funds from the capital increase:
The funding will be used to purchase overseas materials, or repay
debt, or increase working capital, or invest abroad, or other needs
for future development.
15.Any other matters that need to be specified:
(1)It is proposed for the shareholders meeting to authorize the Board of
Directors, within the limit of 17 million common shares, depending on
the market conditions and the Company's needs, to choose appropriate
timing and fund raising method(s), and in accordance with the
applicable laws/ regulations and the following fund raising method
principles, to choose one or a combination methods to issue new common
shares to sponsor issuance of GDR and/or issue newcommon shares in
public offering and/or issue new common shares in private placement
and/or issue of new common shares to sponsor issuance of GDR in
private placement.
(2)It is proposed to authorize the Board of Director to determine, proceed
or revise the issuance plan of new common shares to be issued to sponsor
the GDR and the new common shares to be issued in public offering, new
common shares in private placement and new common shares to sponsor
issuance of GDR in private placement, including issue price, shares,
terms and conditions, plan items, amount, record date, projected
progresses and benefits, and any other item related to the issuance
plan, based on market conditions. It is also proposed to authorize Board
of Director to revise the issuance plan based on operation evaluation,
environment changes or if receiving instructions from governmental
authorities.
(3)It is proposed to authorize the Chairman or the Chairman's designee, on
behalf of the Company, to handle all matters relating to, and sign all
agreements and documents in connection with, issuance of new common
shares to sponsor issuance of GDR and/ or issuance of new common shares
in public offering and/ or issuance of new common shares in private
placement and/ or issuance of new common shares to sponsor issuance of
GDR in private placement.
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