Hung Hsu-KY Board Resolves Private Placement Pricing for Fiscal Year 115

1. Board Resolution Date: 115/06/22
2. Type of Privately Placed Securities: Common Shares
3. Recipients of Private Placement and Their Relationship with the Company:
(1) The recipients of this private placement meet the criteria for specific investors as defined under Article 43-6 of the Securities and Exchange Act.
(2) Confirmed Subscribers:
Subscriber Relationship with Company
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Zhu Ying-Jie None
Zhang Xiu-Wei None
Zhu Ming-Wei None
(3) Justification for Selecting These Subscribers: To enhance the company’s competitive advantage, improve its financial structure, and increase operational efficiency, the company intends to introduce strategic investors who can contribute to the future development of its electronic components (including automotive electronics) products and markets.
(4) Expected Benefits from Subscribers: The participation of these investors is expected to accelerate the company’s development opportunities in electronic components (including automotive electronics) products and markets, supporting stable growth.
4. Number of Privately Placed Shares: 8,000,000 shares
5. Available Private Placement Quota: Up to 40,000,000 shares and up to 4,000 units of unsecured domestic convertible bonds. These may be issued once within one year from the date of the shareholders’ meeting resolution, either separately or in combination, depending on market conditions and timing.
6. Basis and Reasonableness of Private Placement Price: The price for this private placement of common shares is set at no less than 80% of the higher of the following two benchmarks calculated prior to the pricing date:
(1) The simple arithmetic average of closing prices of common shares over 1, 3, or 5 trading days prior to the pricing date, adjusted for bonus share issuances, dividends, and reverse adjustments for capital reduction.
(2) The simple arithmetic average of closing prices of common shares over the 30 trading days prior to the pricing date, similarly adjusted.
The calculated reference price is NT$28.53 per share. The final private placement price is set at NT$25 per share, equivalent to 87.63% of the reference price.
7. Use of Proceeds from Private Placement: Capital investment
8. Reason for Not Conducting a Public Offering: The private placement method is considered more timely and flexible. Given the strategic goal of introducing strategic investors, private placement is deemed necessary for capital raising.
9. Dissenting or Reserved Opinions from Independent Directors: None
10. Actual Pricing Date: 115/06/08
11. Reference Price: NT$28.53 per share
12. Actual Private Placement Price, Conversion Price, or Subscription Price: NT$25 per share
13. Rights and Obligations of Newly Issued Private Placement Shares: The rights and obligations of the privately placed common shares are generally the same as those of the company’s existing common shares. However, these shares and any subsequent shares issued from them may not be resold for three years from the delivery date, except to transferees permitted under Article 43-8 of the Securities and Exchange Act. After three years, listing applications require prior approval from the competent authority confirming compliance with listing standards and completion of supplementary public offering procedures with the Financial Supervisory Commission.
14. Conversion, Exchange, or Subscription Benchmark Date: Not applicable
15. Potential Dilution of Equity: Not applicable
16. Impact on Listed Common Stock Equity Ratio After Full Conversion: Not applicable
17. Measures for Low Liquidity if Listed Shares Are Below 60 Million or 25%: Not applicable
18. Other Matters to be Disclosed:
(1) Payment Period: From June 9, 115 to June 23, 115
(2) Benchmark Date for New Share Issuance: June 23, 115
(3) If changes to the payment period or benchmark date are required due to legal requirements, regulatory requests, market conditions, or objective environmental changes, the board authorizes the Chairman to adjust these dates within the statutory 15-day payment window.