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1.Date of the board of directors resolution:2022/03/08
2.Types of securities privately placed:ordinary shares
3.Counterparties for private placement and their relationship with
the Company:The target of this private placement is to meet the
qualifications stipulated in Article 43-6, Paragraph 1 of the Securities
and Exchange Act, and to assist the company to improve technology, improve
quality, reduce costs, increase efficiency, expand markets, improve
corporate governance, and strengthen risks. Management and other benefits,
and are limited to strategic investors who agree with the company's business
philosophy. However, the Company has no specific person that has been
negotiated yet. Matters related to negotiating a specific person are proposed
to be submitted to the general meeting of shareholders to authorize the board
of directors to do so.
4.Number of shares or bonds privately placed:
It is proposed to request the shareholders' meeting to authorize the board
of directors to select an appropriate time and fund-raising tool within the
limit of 15,512,000 ordinary shares, depending on the market conditions and
the company's needs, in accordance with the relevant laws and the following
principles of fund-raising methods, choose one or a combination method, or a
combination method. Simultaneously issue common shares or issue domestic
convertible corporate bonds (including secured or unsecured
convertible corporate bonds).
5.Amount limit of the private placement:
It is proposed to request the shareholders' meeting to authorize the board
of directors to select an appropriate time and fund-raising tool within the
limit of 15,512,000 ordinary shares, depending on the market conditions and
the company's needs, in accordance with the relevant laws and the following
principles of fund-raising methods, choose one or a combination method, or a
combination method. Simultaneously issue common shares or issue domestic
convertible corporate bonds (including secured or unsecured
convertible corporate bonds).
6.Pricing basis of private placement and its reasonableness:
The private placement price (including the private placement convertible
corporate bond conversion price) will be determined in accordance with the
laws and regulations of the competent authority, with reference to the
following reference price or theoretical price, and considering that the
Securities and Exchange Act has a three-year transfer restriction on
private placement securities, it is therefore The price should be
set reasonably.
7.Use of the funds raised in this private placement:
In order to enrich working capital, repay company debt or other capital
needs for future development of the company
8.Reason for conducting non-public offering:
Consider capital market conditions, timeliness and feasibility of raising
capital, issuance costs and the actual needs of introducing strategic
investors; while private equity securities are subject to the three-year
non-free transfer requirement, which can ensure corporate and strategic
investment Due to the long-term cooperative relationship between partners,
it is planned to issue securities by private placement instead of
public offering.
9.Objections or qualified opinions from independent directors:none
10.Actual price determination date: It is proposed to request the
shareholders' meeting to authorize the board of directors to act in
accordance with relevant regulations.
11.Reference price:
A、The price per share of private common stock shall not be lower than 80%
of the reference price. The reference price is determined based on the higher
of the following two benchmarks:
(1) 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.
(2) 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.
B、The issue price of privately placed convertible corporate bonds shall not
be lower than 80% of the theoretical price. The theoretical price will be
determined based on a pricing model that covers and takes into account the
various rights contained in the issuance conditions.
C、The pricing date, the actual reference price and theoretical price, and
the actual issue price (including the conversion price of privately placed
convertible corporate bonds) are proposed to the shareholders' meeting to
Qauthorize the board of directors to decide on the basis of the above
regulations, market conditions, objective conditions, and the circumstances
of specific individuals to be negotiated in the future.
12.Actual private placement price, and conversion or subscription price:
It is proposed to request the shareholders' meeting to authorize the board of
directors to act in accordance with relevant regulations.
13.Rights and obligations of these new shares privately placed:
Except for the transfer restrictions stipulated in Article 43-8 of the
Securities and Exchange Act, the rights and obligations of ordinary shares
that have been issued by the company are the same as those of ordinary shares
that have been issued by the company.
14.Record date for any additional share exchange, stock swap,
or subscription:N/A
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:N/A
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):N/A
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%:N/A
18.Any other matters that need to be specified:
(1) It is proposed to authorize the Board to determine, proceed or revise
the issuance plan of private placement through instruments such as common
shares, Domestic convertible bonds (including secured or unsecured
Qcorporate bonds), including issue price, shares, terms and conditions,
amount, record date, plan items, projected progresses and benefits,
and any other item related to the issuance plan, based on market
conditions. It is also proposed to authorize the Board to revise the
issuance plan based on operation evaluation, environment changes or if
receiving instructions from government authorities.
(2) It is proposed to authorize the Chairman or person assigned by the
Chairman to represent the Company to negotiate, arrange and sign any
document and contract regarding the private placement plan. For matters
regarding private placement but not included above, it is proposed to
authorize the Chairman to handle, according to related laws and regulations.
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