Date of announcement 2024/04/26
Time of announcement 18:22:52
Date of events 2024/04/26
To which item it meets paragraph 11

1.Date of the board of directors resolution:2024/04/26
2.Types of securities privately placed:Common shares or preferred shares
through private placement
3.Counterparties for private placement and their relationship with
the Company:In no event may a placee under private placement be an insider or
a related party of the Company. As of this point, the Company has no
confirmed placees. The placees must meet the eligibility requirements of
Article 43-6 of the Securities and Exchange Act, and the Company will give
priority to large-scale domestic or foreign institutions, in order to
develop stable and long-term partnership with strategic investors and
enhance the Company’s market competitiveness through capital participation,
business cooperation and experience exchange.
4.Number of shares or bonds privately placed:No more than 2.5 billion shares.
5.Amount limit of the private placement:No more than 2.5 billion shares.
6.Pricing basis of private placement and its reasonableness:
(1)According to Article 43-6 of the Securities and Exchange Act and the
“Directions for Public Companies Conducting Private Placements of
Securities”, the price of the common shares subscribed through private
placement shall be no less than 80% of the higher of the following reference
prices:
(a)The simple arithmetical average closing price of the common shares for
either one, three or five business days before the pricing date, after
adjustment for any distribution of stock dividends, cash dividends or
capital reduction.
(b)The simple arithmetical average closing price of the common shares for
the 30 business days before the pricing date, after adjustment for any
distribution of stock dividends, cash dividends, or capital reduction.
(2)The price of preferred shares to be subscribed through private placement
shall not be lower than 80% of the theoretical price in accordance with
relevant laws and regulations and the Company’s Articles of Incorporation.
(3)The private placement pricing is according to relevant laws and
regulations and with reference to recent market prices. Also, the rights and
obligations of privately placed preferred shares are according to the
Company's articles of incorporation. The above provides an overall
explanation of the reasonableness of the pricing and terms set for the
private placement.
7.Use of the funds raised in this private placement:To fund working capital,
enhance financial structure, repay debt, further support business growth,
and facilitate long-term strategic development.
8.Reason for conducting non-public offering:Private placement allows
strategic partners to acquire the Company’s shares in one transaction,
which will facilitate the Company’s acquisition of the funds, skills,
experience, and channels of the strategic partners. Given the securities
acquired through private placement are not freely transferable for three
years, long-term partnership between the Company and strategic investors is
further ensured. Moreover, conducting a private placement can maintain
stability of the Company’s share price.
9.Objections or qualified opinions from independent directors:None.
10.Actual price determination date:To be decided.
11.Reference price:To be decided.
12.Actual private placement price, and conversion or subscription price:
To be decided.
13.Rights and obligations of these new shares privately placed:
(1)The rights and obligations of the newly issued common shares are the same
as the existing common shares.
(2)The rights and obligations and other substantial issuance conditions of
the Company's preferred shares are as below:
a. If the Company has a surplus after the year-end final accounts, it should
first pay taxes and make up the losses accumulated from preceding years.
After setting aside the legal reserve and setting aside or reversing the
special reserve as required by law, if there is any remaining balance, it
may first distribute the dividends for the year to which the preferred
shares are entitled.
b. The dividend rate is capped at 8%, per annum on the issue price per
share. Cash dividend is paid annually at one time, and the Board of
Directors will set the record date for the distribution of the preceding
year’s dividend once the financial report has been approved by shareholders
at the Annual Shareholders’ Meeting. The amount of dividends paid in the
year of private placement and the amount of dividends received in the year
of redemption are calculated based on the actual number of days the
preferred shares are outstanding in that year.
c. The Company has the discretion to distribute dividends on the preferred
shares. If the Company has no or insufficient surplus to distribute
dividends on the preferred shares in its annual accounts, or if the
distribution of dividends on the preferred shares will cause the Company’s
capital adequacy ratio to fall below the minimum requirements set by law or
by the competent authorities, or if there are other necessary
considerations, the Company may resolve not to distribute dividends on the
preferred shares and the preferred shareholders shall not raise objections.
If the preferred shares are non-cumulative, undistributed dividends or
dividend shortfalls will not be accumulated and deferred in coming years.
d. If the preferred shares are non-participative, preferred shareholders
shall not participate in the distribution of earnings and capital surplus
in cash and capitalization of common shares, except for the dividends set
forth in sub-paragraph 2 above.
e. The preferred shareholders shall have priority in the distribution of the
residual assets of the Company over the common shareholders, and all
preferred shareholders, irrespective of classes of shares, shall rank pari
passu, provided that such distribution shall not exceed the respective issue
amounts.
f. The preferred shareholders shall not have voting rights at Shareholders’
Meetings, but may be elected as directors. Notwithstanding the foregoing,
the preferred shareholders shall have voting rights at separate meetings of
preferred shareholders and at Shareholders’ Meetings where a resolution
concerning the rights and obligations of preferred shareholders is
deliberated.
g. Preferred shares shall not be converted into common shares within one
year from the date of Closing. It is proposed that Board of the Directors be
authorized to decide the period for the conversion in the term and
conditions of the private placement. The preferred shareholders are entitled
to convert all or part of their preferred shares to common shares based on a
conversion ratio of 1:1 according to the conditions of the private
placement. The common shares converted from the preferred shares are
entitled to the same rights and obligations with common shares. The
distribution of the dividends in the year of the conversion shall be
calculated on the basis of the actual number of days the preferred shares
being outstanding before the conversion in that year. The common shares
converted before the ex-dividend date shall not participate in the
distribution of the dividends of preferred shares in that year and onward,
but are entitled to participate in the distribution of earnings and capital
surplus to common shareholders.
h. If the preferred shares issued by the Company have no maturity date, the
preferred shareholders have no right to require the Company to redeem the
preferred shares held by them. The Company may redeem all or part of the
preferred shares issued at the actual issue price at any time after the 7th
anniversary from the date of Closing and the rights and obligations of the
un-redeemed preferred shares shall continue to be subject to the
aforementioned terms of private placement. If the Company decides to pay
dividends in the then-current year, the dividends payable as of the date of
redemption are calculated based on the actual number of days the preferred
shares are outstanding in that year.
i. If the preferred shares are not perpetual, the maturity date shall not be
earlier than the 7th anniversary of the Closing. The preferred shareholders
have no right to require the Company to redeem the preferred shares held by
them. On the maturity date or any time from the next day of the 7th
anniversary of the Closing, the Company is entitled to redeem the preferred
shares in cash or by other considerations permitted by laws at issue price
and in accordance with the terms and conditions of the private placement.
Where the Company is unable to redeem all or part of the preferred shares
that have become mature due to force majeure or other circumstances beyond
reasonable control, the terms and conditions of the private placement still
apply to the un-redeemed preferred shares and their rights and obligations
shall remain unchanged until redemption by the Company.
j. It is proposed that the Board of Directors be fully authorized to
determine the name, date of Closing and details of conditions of the
preferred shares in accordance with laws and regulations, the Articles of
Incorporation of the Company, market conditions and investors’ willingness
for the subscription.
14.Record date for any additional share exchange, stock swap,
or subscription:To be decided.
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:To be decided.
16.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
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%:N/A
18.Any other matters that need to be specified:The securities of this private
placement may not be sold for a period of three years from the date of
Closing, except for resale to those transferees in accordance with Article
43-8 of the Securities and Exchange Act. It is proposed that three years
following the date of Closing of the Company’s shares through private
placement, the Board of Directors be authorized to determine, in
consideration of the-then situation and in accordance with the relevant
regulations, whether or not to obtain a consent letter from the Taiwan
Stock Exchange Corporation, to apply to the FSC for post registration of
public issuance, and to apply for listing of such shares.