1.Date of the board of directors resolution:2024/04/18
2.Types of securities privately placed:Common shares
3.Counterparties for private placement and their relationship with
the Company:
The counterparties for this private placement shall meet the
qualifications for specific persons listed in Article 43-6 of the
Securities and Exchange Act, and the letter No. 1120383220 dated
September 12, 2023 issued by FSC, so as to be limited to strategic
investors, prioritizing those who could benefit the Company’s
long-term development, competitiveness, and rights of existing
shareholders.
So far, the counterparties for this private placement still need to be
determined.
4.Number of shares or bonds privately placed:
No more than 10,000 thousand shares.
5.Amount limit of the private placement:
Within the limit of 10,000 thousand common shares, it is proposed to
authorize the board of directors to conduct once or several times
within a year after the resolution of shareholder meeting.
6.Pricing basis of private placement and its reasonableness:
(1)The price of the private placement shares shall be no less than 80
percent of the higher of the following:
A.The average closing price of the Company's common shares for one,
three, or five business days immediately preceding its price
determination date, and adjusted by the applicable stock dividends,
cash dividends and/or capital reduction.
B.The average closing price of the Company's common shares for the
thirty business days immediately preceding its price determination
date, and adjusted by the applicable stock dividends, cash
dividends, and/or capital reduction.
(2)It is proposed that the actual price determination date and actual
issuance price of privately placed common shares be submitted to the
shareholders’ meeting for approval, and the board of directors be
authorized to fix it within the range of not less than the percentage
approved by resolution at the shareholders’ meeting, depending on
future market conditions and the selection of strategic investors.
(3)The above-mentioned basis for private placement pricing is in line
with the “Directions for Public Companies Conducting Private
Placements of Securities”, and considering the future outlook of the
Company and the fact that there are strict restrictions on the timing,
target and quantity of the transfer of the private placement of
securities, and that the Company is not allowed to file to the
competent authorities for supplemental public offering and listing
within the three years after delivery, in addition to factors such as
lower liquidity, the private placement pricing in this case should be
reasonable.
7.Use of the funds raised in this private placement:
The fund raise hereby shall server to support the funding need of future
strategy development, which can efficiently strengthen the Company’s
financial structure, improve the working performance and increase the
competitiveness of the Company.
8.Reason for conducting non-public offering:
Compare to public offering, privately placed securities cannot be freely
traded within three years, can ensure the long-term cooperation between
the Company and strategic investors, and authorizing the board of
directors to conduct private placement according to the Company’s
actual business needs effectively increases flexibility and freedom for
fundraising.
9.Objections or qualified opinions from independent directors:None
10.Actual price determination date:NA
11.Reference price:NA
12.Actual private placement price, and conversion or subscription price:NA
13.Rights and obligations of these new shares privately placed:
The rights and obligations of this private placement of common shares
are the same as those of the Company’s issued common shares, except
that, pursuant to Article 43-8 of the Securities and Exchange Act, the
securities issued in this private placement shall not be freely
transferable within three years after delivery, except under certain
circumstances as provided by law. The Company intends to make a
supplemental public offering and apply for the listing (TWSE) trading
of the private placement of securities to the competent authorities in
accordance with the relevant laws and regulations three years after the
delivery of the private placement of negotiable securities.
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 selection of subscribers will be based on the principle that
there will be no major changes in management rights.
(2)Should any revision to major matters regarding common stocks through
private placement be made due to a competent authority or a change
of the objective circumstance, excluding the price determination
ratio, but including the issuance terms and conditions, the issuance
price, the issuance shares, the total raising capital, the project
items and progress, the expected use of funds, the expected efficacy
and any other related matters, it is proposed at the shareholders’
meeting that authorization be granted to the board of directors to
exercise its full discretion in accordance with the prevailing market
conditions.
(3)This case is proposed to be submitted to shareholders' meeting for
approval after the resolution of the board of directors.
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