1.Date of the board of directors resolution:2025/03/07
2.Types of securities privately placed:Common shares.
3.Counterparties for private placement and their relationship
with the Company:The method of selecting the specific subscribers is in
accordance with the provisions of Article 43-6 of the Securities and
issued per 12 September 2023 Letter No. Financial-Supervisory-Securities-
Corporate-1120383220 of the Financial Supervisory Commission; and the
specific subscribers of this private placement of common shares will be
limited to strategic investors.
4.Number of shares or bonds privately placed:The total issuance number of new
shares for this private placement of common shares will be not more than
18,000,000 shares.
5.Amount limit of the private placement:The total issuance number of new
shares for this private placement of common shares will be not more than
18,000,000 shares.
6.Pricing basis of private placement and its reasonableness:
@A.For setting the offering price of privately placed shares, the offering
@price shall be not lower than 85% of the higher price of the following
@@two calculations:
@a.The simple average closing price of the common shares of the Company
@@@for either the 1, 3, or 5 business days before the price determination
@@@date, after adjustment for any distribution of stock dividends, cash
@@@dividends or capital reduction.
@b.The simple average closing price of the common shares of the Company
@@@for the 30 business days before the price determination date, after
@adjustment for any distribution of stock dividends, cash dividends, or
@capital reduction.
@B.The actual price determination date and the actual offering price of
@private placement shall be within a range that is no less than the
@resolution of the shareholders' meeting, and the board of directors is
@authorized to decide based on the aforementioned pricing basis and based
@@on the consideration of the actual specific subscribers and market
@@conditions in the future.
@C.The determination of the private placement price shall be based on the
@regulations of Directions for Public Companies Conducting Private
@ Placements of Securities. Additionally, and considering the Company's
@future development prospects and the strict restrictions on the transfer
@time, objects and quantity of private placement shares, and the Taipei
@Exchange listing is not allowed within three years, poor liquidity and
@other factors, the setting of this private placement price should be
@reasonable and will not have a significant impact on shareholders
@@rights and interests.
7.Use of the funds raised in the private placement:
The private placement of common shares will be processed in one or two
times within one year from the date of resolution of the shareholders'
meeting.
@A.Number of times processed:Process it in one time
@The use of funds:Funds raised from private placement of common shares
will be used to seek opportunities for product technology cooperation,
market business cooperation or strategic alliances with domestic and
foreign customers and suppliers, and at the same time, to increase the
Companys operation working capital and meet the Company's long-term
operation development needs.
Expected Benefits:It is expected to help the Company to reduce the
Company's operating risks, strengthen the financial structure, and
enhance the Company's future operation performance benefits.
@B.Number of times processed:Process it in two times
@The use of funds:If process it in two times, each time of funds raised
from private placement of common shares will be used to seek
@@opportunities for product technology cooperation, market business
@@cooperation or strategic alliances with domestic and foreign customers
@@and suppliers, and at the same time, to increase the Companys
@@operation working capital and meet the Company's long-term operation
@@development needs.
@Expected Benefits:Each time is expected to help the Company to reduce the
@Company's operating risks, strengthen the financial structure, and
@@enhance the Company's future operation performance benefits.
8.Reasons for conducting non-public offering:
@Considering factors such as capital market conditions, issuance costs, the
@timeliness and feasibility of private placement method, and the restriction
@that private placement shares cannot be freely transferred within three
@years, it is better to ensure and strengthen the closer long-term
@cooperative relationship with strategic partners. So this time the Company
@decide to conduct the method of private placement instead of the public
@offering to increase cash capital and issue new shares.
9.Objections or qualified opinions from independent Board of Directors:None.
10.Actual price determination date:Not applicable.
11.Reference price:Not applicable.
12.Actual private placement price, and conversion or
subscription price:Not applicable.
13.Rights and obligations of these new shares privately placed:
@In principle, the rights and obligations of the common shares in this
@private placement are the same as those of the Companys issued common
@shares. However, in accordance with Article 43-8 of the Securities and
@Exchange Act, except for the transfer objects and conditions stipulated in
@this article, in principle, the common shares of private placement shall
@not be freely transferred within three years from the date of delivery of
@the shares. After three years from the date of delivery of the shares, the
@Company will apply for obtaining a approval letter issued by the Taipei
@Exchange that meets the Taipei Exchange listing standards in accordance
@with the Securities and Exchange Act and other relevant regulations, and
then apply with the competent authorities for public issuance and the
@Taipei Exchange listing of such common shares in this private placement.
14.Reference date for any additional share exchange, stock
swap, or subscription:Not applicable.
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:Not applicable.
16.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx -listed
common shares if all privately placed corporate bonds are
converted and shares subscribed for (no.of TPEx -listed
common shares (a), (a) / outstanding common shares):Not applicable.
17.Please explain any countermeasures for lower circulation
in shareholding if the aforesaid estimated no.of TPEx -listed
common shares does not reach 5 million and the ratio does not
reach 25%:Not applicable.
18.Any other matters that need to be specified:
@A.The main contents of this private placement of common shares plan,
@including the actual issuance number of private placement shares, actual
@private placement price, selection of subscribers, base date, issuance
@terms, planned items, fund use and progress, expected benefits and other
@related matters etc., as well as all other matters related to the
@@issuance plan of this private placement of common shares, are proposed to
@@be submitted to the shareholders' meeting to authorize the board of
@@directors with full power and authority to adjust, decide and handle it
@@based on market conditions. In the future, if there are any changes in
@@laws or requirements of the competent authorities, or based on
@@operational assessments, or changes due to objective environmental needs,
@@it is also proposed to authorize the board of directors to handle all
@@related matters with full power and authority.
@B.In addition to the scope of authorization mentioned above, it is proposed
@that the shareholders' meeting authorize the chairman to sign, negotiate
@and change all contracts and documents related to the private placement
@@of common shares on behalf of the Company, and to handle all matters
@@related to the issuance of private placement of common shares for the
@@Company. |