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1.Date of the board of directors resolution:2023/03/07
2.Types of securities privately placed:Ordinar 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:
Issuing either single or combo instruments such as common shares or
Domestic convertible corporate bonds (including secured or unsecured
corporate bonds) in a single or separate times, based on market
conditions and the Company’s needs. The amount of shares issued is
proposed to be no more than 15,512,000 common shares., and it is
proposed to authorize the Company’s Board to determine the amount
of actual shares issued based on the status of capital markets.
5.Amount limit of the private placement:
Issuing either single or combo instruments such as common shares or
Domestic convertible corporate bonds (including secured or unsecured
corporate bonds) in a single or separate times, based on market
conditions and the Company’s needs. The amount of shares issued is
proposed to be no more than 15,512,000 common shares., and it is
proposed to authorize the Company’s Board to determine the amount
of actual shares issued based on the status of capital markets.
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:
The actual pricing date and actual price are referred to the
shareholders meeting within a range not lower than the number
of resolutions of the shareholders meeting to authorize the board
of directors to make decisions based on the prevailing market
conditions and the circumstances of the negotiated specific person
in the future.
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 privately placed convertible corporate bonds：
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. The higher of the two benchmark calculation
prices shall be determined, and shall not be lower than 80% of
the reference price as the basis for determination.
12.Actual private placement price, and conversion or subscription price:
The actual pricing date and actual price are referred to the
shareholders meeting within a range not lower than the number of
resolutions of the shareholders meeting to authorize the board of
directors to make decisions based on the prevailing market
conditions and the circumstances of the negotiated specific person
in the future.
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.
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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