1.Date of the board of directors resolution:2023/03/15
2.Types of securities privately placed:Common shares.
3.Counterparties for private placement and their relationship
with the Company:The means of selecting the specified persons is pursuant to
Article 43-6 of the Securities and Exchange Act and Financial Supervisory
Commission, Execution Yuan Letter (91) Tai-Cai-Zheng-Yi No. 0910003455,
dated June 13, 2002; and the investor of the Private Placement is limited
to strategic investors.
4.Number of shares or bonds privately placed:Issue not more than 18,000,000
new shares of privately placed common shares.
5.Amount limit of the private placement:issue not more than 18,000,000 new
shares of privately placed common 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. Subject to the resolutions in the shareholders meeting, the price
determination date, actual private placement pricing are proposed to
authorize the Board to determine after taking into consideration of the
actual specific subscribers and market status.
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, in consideration of the companys
future development, the legal restriction to the transfer of the
privately placed securities from timing, transferee to quantity together
with the prohibition of OTC listing requirements within 3 years, thus the
price should be considered reasonable and will not have material impact
on shareholders' equity.
7.Use of the funds raised in the private placement:
The company plans to do private placement one or two times within one
year since the date of the resolution of the shareholders meeting.
A.Times:One Time
The use of private placement funds:Proceeds of the private placement funds
will be fully operational in order to enrich the necessary working capital
in response to develop long-term operations. Additionally, seek product
technology cooperation, business cooperation, or strategic alliance with
domestic/international customers.
Anticipated Benefits:The private placement benefits are as follows:reduces
operational risk; strengthen finance structure; and promote company future
benefit of the transport business achievements.
B.Times:Two Times
The use of private placement funds:Each proceeds of the private placement
will be fully operational in order to enrich the necessary working capital
in response to develop long-term operations. Additionally, seek product
technology cooperation, business cooperation, or strategic alliance with
domestic/international customers.
Anticipated Benefits:The private placement benefits are as follows:reduces
operational risk; strengthen finance structure; and promote company future
benefit of the transport business achievements.
8.Reasons for conducting non-public offering:
Considering the capital market conditions, the issuance costs, efficiency
and feasibility for fund raising private placements, as well as the
method of private placement have the characteristics of quick and simple
procedure of offering new shares and the limitation of transferring shares
for 3 full years, that can more ensure the long-term relationship with
the strategic partners. So, we decide to conduct the method of private
placement instead of the public offering.
9.Objections or qualified opinions from independent Board of Directors:No.
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, all the rights and obligations for the privately placed
common shares are the same as those for the issued common shares of the
Company. However, according to the Securities Exchange Act, except for
being transferred to a transferee matching the requirement under Article
43-8 of the Securities Exchange Act, the privately placed common shares
shall not be transferred for three years after the closing date. After
three year period expires, according to related regulations, the Company
shall, after obtaining an approval letter issued by the Taipei Exchange
(GreTai Securities Market) (TPEx hereafter) acknowledging that the
securities have met the listing criteria, apply with the competent
authorities for public issuance and TPEx listing of such privately placed
common shares.
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.It is proposed that the Shareholders Meeting authorizes the Board of
Directors with full power and authority to determine the important
matters in connection with this private placement, including the number
of shares to be issued, the issuing price, terms and conditions of the
private placement, subscriber selecting method, fund utilization plan,
detailed plan items, expected process and anticipated benefits and other
related issues. If change of circumstance due to amendment to the laws
and regulations, the competent authorities instruction, market
condition change or environment impact, it is also proposed that the
Shareholders Meeting authorizes the Board of Directors with full power
and authority to handle all related matters.
B.In addition to aforementioned authorization scope, it is also proposed
that the Shareholders Meeting authorizes the Chairman negotiate,
amend and sign all related contracts or documents on behalf of the
Company and to handle all matters related to this private placement. |