1. Board Resolution Date: 115/06/17
2. Type of Privately Placed Securities: Common Shares
3. Recipients of the Private Placement and Their Relationship with the Company:
The recipients of this private placement of common shares are limited to specific qualified investors as defined under Article 43-6 of the Securities and Exchange Act. The company has currently identified the subscriber, whose relationship with the company is as follows:
Subscriber Relationship with the Company --------------------------- ---------------------------------------- Hsin-Wei Technology Co., Ltd. Top 10 shareholder holding 4.27% of the company
4. Number of Shares Privately Placed: 39,305,464 shares
5. Available Private Placement Quota: 39,305,464 shares
6. Basis and Reasonableness of the Private Placement Price:
a. The reference price for determining the private placement price of common shares shall be based on the higher of the following two benchmarks:
(1) The simple arithmetic average of the closing prices of common shares over five consecutive trading days prior to the pricing date, adjusted by deducting the effects of bonus share issuances and dividends, and adding back the effects of capital reduction.
(2) The simple arithmetic average of the closing prices of common shares over thirty consecutive trading days prior to the pricing date, adjusted by deducting the effects of bonus share issuances and dividends, and adding back the effects of capital reduction.
b. The actual issuance price per share for this private placement will be determined in accordance with regulations issued by the competent authority, taking into account the three-year transfer restriction on privately placed securities under the Securities and Exchange Act, the company’s operating performance, future prospects, market price of common shares, and market practices. The company confirms that the pricing basis complies with the 'Guidelines for Privately Placed Securities by Publicly Issued Companies' and will not materially prejudice shareholders’ interests, thus the pricing is deemed reasonable.
7. Use of Proceeds from the Private Placement:
a. To strengthen working capital and establish a new semiconductor cleaning division.
b. To enhance the company’s financial structure, thereby generating revenue and profits from the semiconductor cleaning business.
8. Reasons for Not Adopting a Public Offering:
Considering that a private placement is relatively faster and more efficient, and that privately placed securities are subject to a three-year restriction on free transfer, this method better ensures a long-term partnership between the company and its investors. Therefore, the company has decided against a public offering and will proceed with a private placement. The execution of this plan is expected to improve the financial structure and operational efficiency, providing positive benefits to shareholders.
9. Dissenting or Reservations by Independent Directors: None
10. Actual Pricing Date: Not yet determined
11. Reference Price: Not yet determined
12. Actual Private Placement Price, Conversion Price, or Subscription Price: Not yet determined
13. Rights and Obligations of the Newly Issued Privately Placed Shares:
The privately placed common shares shall, for three years from the delivery date, be transferable only in accordance with Article 43-8 of the Securities and Exchange Act. Otherwise, their rights and obligations are identical to those of the company’s currently issued common shares. The board is authorized to, upon the expiration of the three-year period from the delivery date, proceed with supplementary public issuance and apply for listing in accordance with the Securities and Exchange Act and relevant regulations, based on prevailing conditions.
14. Conversion, Exchange, or Subscription Benchmark Date (if applicable): Not applicable
15. Potential Share Dilution (if applicable): Not applicable
16. Impact on Listed Common Shareholding Ratio after Full Conversion or Subscription (if applicable): Not applicable
17. Measures for Low Share Liquidity (if applicable): Not applicable
18. Other Matters to be Disclosed:
a. The main contents of this private placement of common shares, excluding the pricing discount rate, including the actual pricing date, number of shares issued, issuance terms, project details, total fundraising amount, expected progress, anticipated benefits, and all other matters related to the issuance plan, will be submitted for shareholder approval. Within the principles and scope outlined in this proposal, the board is authorized to adjust, determine, and execute the plan based on market conditions. Should future changes in laws, regulatory requirements, or objective circumstances necessitate modifications, the board shall also be granted full authority by shareholder approval, provided such changes remain within the stated principles and scope.
b. To facilitate the cash capital increase through private placement, the Chairman of the Board is hereby authorized to sign all contracts and documents related to the private placement of common shares on behalf of the company.
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 115/06/17