Date of announcement  2019/12/19
Time of announcement  18:26:25
 
Date of events   2019/12/19 
To which item it meets paragraph 24
Statement 
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):
(1)Name: Diamond Head Capital International, Ltd.
(2)Nature: Private fund
2.Date of occurrence of the event:2019/12/19
3.Volume, unit price, and total monetary amount of the transaction:
(1)Volume: 6,935 shares
(2)Unit price: US$ 2,163
(3)Total monetary amount of the transaction: US$ 15,000,000 (approximately NT$ 454,755,000 )
4.Counterpart to the trade and its relationship to the Company(if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not
  required to be disclosed):
(1)Counterpart: Diamond Head Capital Partners, L.P.
(2)Relationship to the Company: None
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner
  (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related
  person and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name
  of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):
Anticipated profit from the disposal is approximately US$ 2,753,418.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:Based on terms and conditions of the subscription agreement.
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
(1)The current transaction was decided, the reference basis for the decision on price: The redemption price is based on net asset value (NAV) of the fund in accordance with the subscription agreement. NAV means the
price per unit of the fund is calculated by Diamond Head Capital Partners, L.P.
(2)The decision-making department: Board of directors.
11.Net worth per share of company underlying securities acquired or disposed of:US$ 2,163
12.The discrepancy between the reference price of private placement and the transaction amount per share is 20 percent or more of the transaction amount:N/A
13.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
(1) Cumulative volume: 5,104 shares
(2) Amount: US$9,013,182
(3) Status of any restriction of rights: N/A
14.Current ratio of private placement of securities (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most
   recent financial statement:
(1)Total assets ratio: 29%
(2)Shareholders’ equity ratio: 36%
(3)Operating capital: US$ 30,897,097
15.Broker and broker's fee: The fee is stipulated in accordance with the subscription agreement.
16.Concrete purpose or use of the acquisition or disposition: Cash management
17.Do the directors have any objection to the present transaction?:None
18.The trading counterparty is a related party:No
19.Approval date by board of directors:2019/12/19
20.Recognition date by supervisors or submission date by audit committee:N/A
21.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No.
22.Name of the CPA firm:FORTUNE & CO., CPAs
23.Name of the certifying CPA:Kevin Tsai
24.The practice certificate number of the CPA: Taipei City Council Certificate No. 2622
25.Any other matters that need to be specified: US$/NT$ = 1:30.317 as announced by the Central Bank of the Republic of China (Taiwan) on December 13, 2019