1.Date of the board of directors resolution:2026/04/08
2.Name [issue no.__ of (secured, unsecured) corporate
bonds of ___________ (company)]: Phison Electronics Corporation First
Unsecured Overseas Euro Convertible Bonds
3.Whether to adopt shelf registration(Yes/No):No
4.Total amount issued:Up to US$800 million
5.Face value per bond:In denominations of US$200,000 or in any integral
multiples of US$100,000 in excess thereof
6.Issue price:100% of par value
7.Issuance period:Certain anniversary from the Issue Date (but up to
the 5th anniversary)
8.Coupon rate: Tentatively set at 0% per annum
9.Types, names, monetary values and stipulations of collaterals:N/A
10.Use of the funds raised by the offering and utilization plan:
Procurement of raw materials in foreign currencies
11.Underwriting method: The Bonds will be offered outside the Republic
of China (ROC) pursuant to applicable local laws and regulations
and international market practice. All of the Bonds are to be offered
publicly.
12.Trustees of the corporate bonds: Citicorp International Limited
13.Underwriter or agent:
Lead Underwriter: J.P. Morgan Securities plc
Domestic Financial Advisor: Yuanta Securities Company Limited
14.Guarantor(s) for the issuance:N/A
15.Agent for payment of the principal and interest:
Citibank, N.A., London Branch
16.Certifying institution:N/A
17.Where convertible into shares, the price and the rules for conversion:
Unless previously redeemed, repurchased, or during the Closed Period,
the Bonds may be converted into the newly-issued common shares of the
Company at any time starting from the next day immediately after three
months from the Issue Date (not including the Issue Date) to (1) the
10th day prior to the Maturity Date or (2) the 5th business day prior
to the redemption date applicable to the exercise of put right by
Bondholders or the date fixed for redemption (other than the Maturity
Date) of the Bonds by the Company, based on the Bondholder's request
in accordance with relevant laws and regulations and the Indenture.
18.Sell-back conditions:Authorized to the Chairman or other persons
delegated by the Chairman
19.Buyback conditions: Authorized to the Chairman or other persons
delegated by the Chairman
20.Reference date for any additional share exchange,
stock swap, or subscription: Authorized to the Chairman or other persons
delegated by the Chairman
21.Possible dilution of equity in case of any additional
share exchange, stock swap, or subscription: Depends on the conversion
premium at the time of actual issuance
22.Any other matters that need to be specified:
1.The issuance of the Bonds includes tranche A and tranche B. Tranche A
and tranche B together shall be tentatively up to US$ 800 million
(including over subscription numbers). The Company will elect to issue
either tranche A or tranche B, or a combination of both, within the
total issue amount. The US dollar par value of tranche A will be
converted into NT dollar amount using the fixing rate (Fixed Exchange
Rate) on the pricing date, and then converted back to US dollar using
the then applicable prevailing rate for repayment, repurchase and
redemption.
2.In the event that any change or adjustment to the actual issue price,
total issue amount (including the actual issue amount of tranche A
and tranche B), denomination, terms and conditions for the issuance
and conversion of the Bonds, the listed exchange, conversion price,
the plan for utilization of proceeds, expected timeline and potential
benefits, issue timing, and all other matters related to the issuance
of this Bonds is needed due to amendments in laws and regulations,
instructions from regulatory authorities, market conditions, business
projection, or objective circumstances, the Chairman or the persons
delegated by the Chairman are authorized to handle these matters with
full discretion.
3.To facilitate the offering and issuance of the Bonds, the Chairman or
the persons delegated by the Chairman are authorized to negotiate,
sign, and deliver all contracts and documents required for the issuance
of the Bonds on behalf of the Company, and to have full authority to
handle all related matters for the Company. |