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Statement
| 1.Date of the board of directors resolution:2022/02/25
2.Types of securities privately placed:common shares
3.Counterparties for private placement and their relationship
with the Company:
Hsu-Ta investment Corp.
(1) Volume: 7,000,000 shares
(2) Its relationship to the company: None
MediaTek Capital Co.
(1) Volume: 3,000,000 shares
(2) Its relationship to the company: None
WK Develop ASSOCIATES LTD.
(1) Volume: 1,272,000 shares
(2) Its relationship to the company: None
4.Number of shares or bonds privately placed:11,272,000 shares
5.Amount limit of the private placement:
Not exceed 11,272,000 shares
The private placement shall be commenced within one year from the date of
resolution made in the Shareholder's meeting in one stages.
6.Pricing basis of private placement and its reasonableness:
A.The privately placed common shares price per share shall be no less
than 60 percent of the reference price. The reference price shall be
the higher of the following two calculations: (i) The average closing
price of the common shares from either 1, 3, or 5 business days before
the pricing date, minus dividends adjustment, plus price discount
adjustment due to capital reduction. (ii) The average closing price of
the common shares for a period of thirty business days before the pricing
date, minus dividends adjustment, plus price discount adjustment due to
capital reduction. The issuance price of convertible bonds shall be no
less than 80 percent of the theoretical price which is determined by a
pricing model considering all options in the issuance terms.
B.Considering that Security and Exchange Act has set a no-trading period
of 3 years on private placement securities, the price determination
above shall be reasonable.
The company also authorize the YANGTZE CPAS & CO., to give an opinion
on the reasonableness of the issuing price, the price determination above
shall be reasonable.
C.The actual pricing date is proposed to authorize the Board to determine.
D.It is proposed to authorize the Board to revise the issuance plan based
on operation evaluation, environment changes or if receiving instructions
from government authorities.
7.Use of the funds raised in the private placement:
The purposes to commence private placement will to fulfill future operation
funds.
8.Reasons for conducting non-public offering:
Considering the Company's development planning, and engaging with strategic
investors. The regulation of no-trading period of 3 years for private
placement is to ensure the long term relationship with strategic partners.
Therefore, the Company proposed to raise capital through private placement,
rather than public offering.
9.Objections or qualified opinions from independent Board of Directors:None.
10.Actual price determination date:
The Board of Directors shall decide after approval granted from the
shareholder's meeting.
11.Reference price:
The reference price shall be the higher of the following two calculations:
(i) The average closing price of the common shares from either 1, 3, or 5
business days before the pricing date, minus dividends adjustment, plus
price discount adjustment due to capital reduction. (ii) The average
closing price of the common shares for a period of thirty business days
before the pricing date, minus dividends adjustment, plus price discount
adjustment due to capital reduction. The issuance price of convertible
bonds shall be no less than 80 percent of the theoretical price which is
determined by a pricing model considering all options in the issuance
terms.
12.Actual private placement price, and conversion or
subscription price:
The privately placed common shares price per share shall be no less than 60
percent of the reference price.
13.Rights and obligations of these new shares privately placed:
Rights and obligations of the newly issued shares are the same as the
originalordinary shares. According to the Article 43-8 of Securities and
Exchange Act,here is a 3-year lock up period for the newly issued shares.
All private placement affairs shall follow the related regulations.
14.Reference date for any additional share exchange, stock
swap, or subscription:Not applicable.
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:Not applicable.
16.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx -listed
common shares if all privately placed corporate bonds are
converted and shares subscribed for (no.of TPEx -listed
common shares (a), (a) / outstanding common shares):Not applicable.
17.Please explain any countermeasures for lower circulation
in shareholding if the aforesaid estimated no.of TPEx -listed
common shares does not reach 5 million and the ratio does not
reach 25%:Not applicable.
18.Any other matters that need to be specified:None.
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