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1.Date of the board of directors resolution:2022/04/20
2.Name of the corporate bonds:
Domestic convertible corporate bonds (including secured or unsecured
convertible corporate bonds)
3.Total amount issued:
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).
4.Face value per bond:NT$100,000 or its multiples
5.Issue price:
The issue price should not be lower than 80% of the theoretical price.
6.Issuance period:not more than seven years from the date of issue.
7.Coupon rate:tentatively set at 0% per annum.
8.Types, names, monetary values and stipulations of collaterals:
It is proposed to request the shareholders' meeting to authorize the
board of directors to act in accordance with relevant regulations.
9.Use of the funds raised by the offering and utilization plan:
In order to enrich working capital, repay the company's debt or other
capital needs for the company's future development.
10.Trustees of the corporate bonds:N/A
11.Guarantor(s) for the issuance:undecided
12.Agent for payment of the principal and interest:N/A
13.Sell-back conditions:
It is proposed to request the shareholders' meeting to authorize the
board of directors to act in accordance with relevant regulations.
14.Buyback conditions:
It is proposed to request the shareholders' meeting to authorize the
board of directors to act in accordance with relevant regulations.
15.Record date for any additional share exchange, stock swap, or subscription:
N/A
16.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:N/A
17.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
18.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE-listed common shares does not reach
60 million and the ratio does not reach 25%:N/A
19.Any other matters that need to be specified:
(1)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. The conversion
price is calculated on the basis of the simple arithmetic average of the
closing price of the common stock one, three or five business days before
the pricing date, minus the ex-rights and dividends of the free allotment,
and adding back the share price after capital reduction and anti-ex-rights,
or 30 business days before the pricing date. The simple arithmetic average
of the daily closing price of ordinary shares deducts the ex-rights and
dividends of the free allotment, and adds back the share price after
capital reduction and anti-ex-rights.
(2) 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
corporate 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 proposedto authorize the Board to revise the issuance plan based on
operation evaluation, environment changes or if receiving instructions
from government authorities.
(3)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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