1.Date of the board of directors resolution:2026/02/25
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 order 1120383220 of FSC dated 2023/09/12 when selecting candidates
for the private placement.There is no specific strategic investors at the
moment.
4.Number of shares or bonds privately placed:The total amount of private
placement shall not exceed 8,000,000 shares.
5.Amount limit of the private placement: The private placement shall be
commenced within one year from the date oresolution 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 is to be set by BOD
later on following discussions with the specific parties and the market
conditions at the time.
The actual price shall not lower than the percentage decided by the
shareholders' meeting, and then authorize the 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 funds will be utilized
to support future strategic development initiatives  and are expected to
enhance operationalperformance, strengthen future business growth potential,
reinforce the Company's competitiveness, and generate positive benefits for
shareholders' equity.
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 the date after approval
granted from the shareholder's meeting.
11.Reference price:BOD shall decide the price after approval granted from the
shareholder's meeting.
12.Actual private placement price, and conversion or subscription price:
The actual price shall not lower than the percentage decided by the
shareholders' meeting, and then authorize the BOD later on following
discussions with the specific parties and the market conditions at the time.
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)The key terms of the proposed private placement, including but not
limited to the number of shares to be issued, issue price, issuance
conditions, use of proceeds, implementation schedule, and expected benefits
, will be authorized to the Board of Directors to determine and adjust in
accordance with market conditions.
The Board will also be fully authorized to make any necessary amendments
in response to changes in laws or regulations, requirements of the
competent authority, operational considerations, or other objective
circumstances.
(2)In selecting potential subscribers, the Company will adhere to the
principle of avoiding any material change in control.
(3)If there is a significant change in managerial control within the 1
yearperiod immediately preceding the on which the BOD resolves on the
private placement,the Company shall engage a securities underwriter to
provide an assessment opinion on the necessity and reasonableness for
conducting the private placement.