1. Date of the Board of Directors' resolution: 2026/04/14 2. Type of securities for private placement: Private placement of common stock and/or private placement of convertible bonds. 3. Subscribers and their relationship with the company: The subscribers for this private placement are limited to specific persons who meet the qualifications set forth in Article 43-6 of the Securities and Exchange Act. Currently, the intended subscribers are preliminarily planned to be mainly insiders, related parties, or strategic investors. The shareholders' meeting is requested to grant full authority to the Board of Directors to handle matters related to negotiating with specific persons. 4. Number of shares or units for private placement: A maximum of 40,000,000 shares for the private placement of common stock and a maximum of 4,000 units for the private placement of unsecured domestic convertible bonds. The company will choose one or a combination of these options to be executed in a single tranche at an appropriate time depending on market conditions. The funds raised are expected to strengthen the company's competitiveness, improve its financial structure, and enhance operational efficiency. 5. Private placement limit: Within a total fundraising limit of NT$400,000,000, authorization is requested to conduct a private placement of up to 40,000,000 common shares and/or up to 4,000 units of unsecured domestic convertible bonds, to be executed as one or a combination in a single tranche. 6. Basis and reasonableness of the private placement price determination: 1. The price for the private placement of common stock will be set at no less than 80% of the reference price. The reference price is the higher of two calculations: (a) the simple arithmetic average of the closing prices of common stock for one, three, or five business days of the shareholder's choice prior to the pricing date, adjusted for ex-rights (for stock dividends) and ex-dividends, and adding back the effect of any capital reduction; or (b) the simple arithmetic average of the closing prices of common stock for the thirty business days prior to the pricing date, adjusted for ex-rights (for stock dividends) and ex-dividends, and adding back the effect of any capital reduction. 2. The issue price of the private placement of domestic convertible bonds will be set at no less than 80% of the theoretical price. The theoretical price will be determined using a pricing model that covers and considers all rights included in the issuance terms. The conversion price will be determined based on the higher of the two reference price calculations mentioned above (average of 1, 3, or 5 days vs. 30 days), and will be set at no less than 80% of that reference price. 3. The pricing for the private placement of common stock and the conversion price of the domestic convertible bonds complies with relevant regulations and takes into account the company's operational status and the market price of its common stock. Therefore, the pricing method is considered reasonable. The actual pricing date and price will be determined by the Board of Directors, as authorized by the shareholders' meeting, within the approved percentage range, based on market conditions and negotiations with specific persons. 7. Use of proceeds from this private placement: The planned use of the funds is to supplement working capital, repay company debt or for reinvestment, improve the financial structure, and meet the capital needs for the company's future long-term development. These uses are all expected to strengthen the company's competitiveness and enhance operational efficiency, which will have a positive benefit for shareholders' equity. 8. Reason for not adopting a public offering: The reason for not using a public offering is that the company intends to issue new shares and unsecured convertible bonds through a private placement to improve its financial structure, supplement working capital, repay company debt, make reinvestments, and respond to industry trends and operational needs. The private placement process is rapid and simple, making it easier to obtain the required funds in a short period. Therefore, the private placement will be conducted in accordance with the Company Act, the Securities and Exchange Act, and other relevant regulations. 9. Objections or reservations from independent directors: None. 10. Actual pricing date: The actual issue price will be determined by the Board of Directors, as authorized by the shareholders' meeting, in accordance with legal regulations and within the pricing basis and percentage range resolved at the shareholders' meeting, with reference to market and company conditions at the time. 11. Reference price: 1. The price for the private placement of common stock will be set at no less than 80% of the reference price. The reference price is the higher of two calculations: (a) the simple arithmetic average of the closing prices of common stock for one, three, or five business days of the shareholder's choice prior to the pricing date, adjusted for ex-rights (for stock dividends) and ex-dividends, and adding back the effect of any capital reduction; or (b) the simple arithmetic average of the closing prices of common stock for the thirty business days prior to the pricing date, adjusted for ex-rights (for stock dividends) and ex-dividends, and adding back the effect of any capital reduction. 2. The issue price of the private placement of domestic convertible bonds will be set at no less than 80% of the theoretical price. The theoretical price will be determined using a pricing model that covers and considers all rights included in the issuance terms. The conversion price will be determined based on the higher of the two reference price calculations mentioned above (average of 1, 3, or 5 days vs. 30 days), and will be set at no less than 80% of that reference price. 12. Actual private placement price, conversion, or subscription price: The actual pricing date and price will be determined by the Board of Directors, as authorized by the shareholders' meeting, within the percentage range resolved at the shareholders' meeting, based on market conditions and negotiations with specific persons at that time. 13. Rights and obligations of the new shares from this private placement: The privately placed common shares and unsecured convertible bonds are subject to a transfer restriction for three years from the delivery date, except for transfers to parties specified in Article 43-8 of the Securities and Exchange Act. After the three-year period from the delivery date of the privately placed common stock, the company may apply for listing on the stock exchange or OTC market after obtaining a letter of consent from the Taiwan Stock Exchange or the Taipei Exchange confirming compliance with listing standards, and subsequently completing the public issuance registration and review process with the competent authority. 14. For securities with conversion, exchange, or subscription features, the record date for conversion: Not applicable. 15. For securities with conversion, exchange, or subscription features, the potential dilution of equity: Not applicable. 16. For securities with conversion or subscription features, the potential impact on the ratio of listed common shares after the delivery of the private placement bonds and assuming full conversion or subscription (Listed common shares A, A / Issued common shares): Not applicable. 17. If the aforementioned expected listed common shares are less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity: Not applicable. 18. Other matters to be specified: The main contents of this private placement of common stock and domestic convertible bonds, excluding the pricing percentage, including the actual number of issuances, issuance conditions and conversion methods, issue price and actual conversion price per share, collateral conditions, number of shares issued, total amount raised, project plans, fund utilization schedule, expected benefits, capital increase record date, and other related matters, including future amendments required due to changes in laws, instructions from the competent authority, or changes in operational assessments or objective circumstances, are requested to be fully authorized by the shareholders' meeting for the Board of Directors to handle.
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- Source: PR Times
- Category: News