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1.Date of the board of directors resolution:2024/03/11
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. 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. 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.
(2)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.
(3)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 proposed
to authorize the Board to revise the issuance plan based on
operation evaluation, environment changes or if receiving
instructions from government authorities.
(4)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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