2023/04/11

The Company's Board of Directors approved the issuance of common shares via a private placement

Date of Announcement Time of Announcement Spokesman Title of Spokesman Telephone
2023/04/11 20:19:18 Kim Yu Financial Controller 03-3289289

 

1.Date of the board of directors resolution:2023/04/11
2.Types of securities privately placed:Common shares
3.Counterparties for private placement and their relationship with the Company:
  The object of the private placement of common shares is in compliance with Article 43-6 of the Securities Exchange  
Act, and is limited to strategic investors. 4.Number of shares or bonds privately placed:Not exceed 5,000,000 shares 5.Amount limit of the private placement:Not exceed 5,000,000 shares 6.Pricing basis of private placement and its reasonableness: i. As to the pricing of the private placement of common shares, the price of per share shall not be lower than 80%
of the higher price of the following two calculations before the price determination date. A. The simple average closing price of the common shares of the TPEx listed 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 TPEx listed company for the 30 business days
before the price determination date, after adjustment for any distribution of stock dividends, cashdividends,
or capital reduction. ii. The actual issued price of private placement shall not be less than the range decided by the shareholders'
meeting. The Board of Directors will be authorized to determine the price based on the aforesaid price, future
specific persons' situation and market conditions, but the price can’t be less than the par value. iii. The pricing method of this private placement price is based on the ”Directions for Public Companies Conducting
Private Placements of Securities” and considers that the Company's future prospects and the timing, object, and
quantity of private placement of securities transfer are strictly limited. Moreover, it is also not possible to
be listed on the TPEx within three years and the liquidity is poor.Therefore, pricing of the private placement
of this fiscal year shall be thereasonable, and would cause no major impact on shareholders' equity.
7.Use of the funds raised in the private placement:
The purpose of this private placement fund is to introduce strategic partners and enrich working capital.
8.Reasons for conducting non-public offering:
Considering factors such as capital market conditions, issuance costs, timeliness and feasibility of fundraising for
private placements, and restrictions on private placement of shares that cannot be freely transferred with in three
years, etc. In this way, it can ensure and strengthen strategic partnerships in a closer long-term cooperation
relationship. Therefore, public offering is not adopted this time, and a private placement to increase capital in
cash by issuance of new share is conducted instead.
9.Objections or qualified opinions from independent Board of Directors:None
10.Actual price determination date:NA
11.Reference price:NA
12.Actual private placement price, and conversion or subscription price:NA
13.Rights and obligations of these new shares privately placed:
Regarding the private placement of common shares of this fiscal year, the rights and obligations are the same as
the common shares issued by the Company, but according to the provisions of the Securities and Exchange Act, the
private placement of common shares can be freely transferred with in three years from the date of delivery except
the provisions of Article 43-8 of the Securities and Exchange Act. After the full three years from the delivery
date, the Company plan to obtain a consent letter from the TPEx acknowledging that the private placement of common
shares meet the standards for TPEx listing, and it may file with the FSC for retroactive handling of public
issuance procedure, then submitting an application for transaction on the OTC.
14.Reference date for any additional share exchange, stockswap, or subscription:NA
15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA
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):NA
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%:NA
18.Any other matters that need to be specified:
The issuance conditions, planned projects, and other unfinished matters of the private placement are subject to the
regulations of the competent authority or the impact of the objective environment need to be revised in the future,
it is proposed to submit to the shareholders' meeting to authorize the Board of Directors to handle the matter in
ccordance with relevant regulations.