1.Date of the board of directors resolution:2024/04/16
2.Types of securities privately placed:ordinary shares
3.Counterparties for private placement and their relationship with
the Company:
The Company is aiming to bring in strategic investors by the private
placement.There is no specific target at this stage. The Company shall
follow the rules set in article 43-6 of the Securities and Exchange Act and
Executive order0910003455 of FSC when selecting candidates for the private
placement.
4.Number of shares or bonds privately placed:
The total amount of private placement hall not exceed 8,000,000 shares with
par value of NT$10.
5.Amount limit of the private placement:
The private placement shall be commenced within one year from the date of
resolution made in the Shareholder’s meeting in two stages.
6.Pricing basis of private placement and its reasonableness:
The reference price of private placement should not be lower than 80% of the
higher price calculated based on the following two benchmarks before the
price determination date. The actual price determination date and the actual
price are to be set by BOD later on following discussions with the specific
parties and the market conditions at the time.
(1)The simple average closing price of the common shares for either the 1,3
or 5 business days before the price determination date, after adjustment for
any distribution of stock dividends, cash dividends or capital reduction.
(2)The simple average closing price of the common shares for the 30 business
days before the price determination date, after adjustment for any
distribution of stock dividends, cash dividends or capital reduction.
7.Use of the funds raised in this private placement:
The purposes to commence private placement in two stages are to fulfill
future operation funds, repay bank loans and other fund requirements for
future developments.
8.Reason for conducting non-public offering:In terms of the effectiveness,
feasibility and issuance cost, private placement is more appropriate than
the public offering in considering the current market. The 3-year lockup
restriction of private placement shall reinforce the long term partnership
between the Company and the strategic investors. Thus, the Company shall
issue ordinary shares in accordance with the private placement related
legislations.
9.Objections or qualified opinions from independent directors:NA
10.Actual price determination date:BOD shall decide after approval granted
from the shareholder's meeting.
11.Reference price:
BOD shall decide after approval granted from the shareholder's meeting.
12.Actual private placement price, and conversion or subscription price:
BOD shall decide after approval granted from the shareholder’s meeting and
discussions with potential personnel.
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.Record date for any additional share exchange, stock swap,
or subscription:NA
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of
change in shareholding ratio of TWSE-listed common shares if all privately
placed corporate bonds are converted and shares subscribed for (no.of TWSE -
listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%:NA
18.Any other matters that need to be specified:
(1)For any amendments on the rights and obligations of ordinary shares
newly issued due to the change of legislations or recommendations from the
authority,the BOD is fully authorized to handle related affairs.
(2)For any amendments on the rights and obligations of ordinary shares or
any other unmentioned matters such as actual number of shares, actual
pricing, selection f the places, base date, issuance conditions, project
items, purpose of the funds and progress, anticipated benefits and other
related affairs,the BOD is authorized to make adjustments and make
instructions. If there is any changes required due to legislation,authority
recommendations or operation evaluation updates,BOD is authorized to handle
related matters.
(3)If there is a significant change in managerial control within the 1 year
period immediately after the BOD resolves on the private placement,
the Company shall engage a securities underwriter to provide an
Opinion of Assessment on the necessity and reasonableness for conducting the
private placement.