Quanta Announces Cash Capital Increase for Issuance of Ordinary Shares to Participate in Overseas Depository Receipt Offering

1. Board Resolution Date: 115/06/16
2. Source of Capital Increase: Cash capital increase through issuance of ordinary shares to participate in the issuance of overseas depository receipts
3. Whether the issuance of new shares is under a blanket registration (if yes, specify the intended issuance period; if no): No
4. Total Issuance Amount and Number of Shares (for capital increases from retained earnings or reserves, exclude shares allocated to employees):
Total Issuance Amount: The actual total issuance amount will be calculated based on the number of depository receipt units issued and their pricing.
Number of Shares Issued: Pursuant to the resolution of the company’s annual shareholders’ meeting held on May 29, 115, the board of directors is authorized to issue up to 245,000,000 ordinary shares through a cash capital increase to participate in the issuance of overseas depository receipts. The board may adjust the number of new shares issued within this limit according to market conditions, with issuance limited to a single offering. The aforementioned shareholders’ meeting also authorized the board to fully handle all matters related to this cash capital increase and participation in the overseas depository receipt issuance, in accordance with the principles of the shareholders’ meeting resolution.
Based on the board resolution on June 16, 115, to support participation in the overseas depository receipt issuance, the company intends to issue 200,000,000 to 245,000,000 ordinary shares through a cash capital increase, with a par value of NT$10 per share.
5. Issuance Amount and Number of Shares under Blanket Registration (if applicable): Not applicable
6. Remaining Amount and Share Balance after Issuance under Blanket Registration (if applicable): Not applicable
7. Par Value per Share: NT$10
8. Issuance Price:
Provisionally based on (a) the closing price of the company’s ordinary shares on the Taiwan Stock Exchange (hereinafter referred to as the “Exchange”) on the pricing date, or (b) the simple arithmetic average of the closing prices of the company’s ordinary shares on the Exchange over one, three, or five trading days prior to the pricing date (selected as appropriate) as the reference price for ordinary shares. The reference price for ordinary shares is multiplied by the number of the company’s ordinary shares represented by each unit of overseas depository receipt, and then converted into a USD-denominated base price for the overseas depository receipt using the NT$/USD exchange rate on the pricing date, which will serve as the basis for determining the final issuance price. The actual issuance price will be jointly determined by the company’s chairman and the foreign lead underwriter based on prevailing market conditions. Furthermore, the ordinary share price derived from this unit issuance price must not be less than 90% of the aforementioned ordinary share reference price, after adjusting for free share distributions (or capitalization issues) and dividend payments.
9. Number of Shares for Employee Subscription or Allocation Amount: 10% of the total number of shares issued is legally reserved for employees
10. Number of Shares for Public Offering: Undetermined
11. Subscription Ratio or Free Allocation Ratio for Existing Shareholders:
For this cash capital increase, 10% of the total number of new shares issued will be reserved for subscription by employees who meet the eligibility criteria under the company’s “115 Cash Capital Increase Ordinary Share Employee Subscription Program,” as stipulated by Article 267 of the Company Act. The remaining 90% will, pursuant to the aforementioned shareholders’ meeting resolution and Article 28-1 of the Securities and Exchange Act, be fully allocated to public offering and used as underlying securities for participation in the issuance of overseas depository receipts. Any unsubscribed portion by employees will be allocated by the chairman to specific investors or included as underlying securities for the overseas depository receipt issuance, depending on market demand.
12. Handling of Fractional Shares and Unsubscribed Shares:
All existing shareholders have waived their preemptive subscription rights. Any unsubscribed portion by employees is authorized to be allocated by the chairman to specific investors or included as underlying securities for the overseas depository receipt issuance.
13. Rights and Obligations of the Newly Issued Shares: Same as ordinary shares
14. Use of Proceeds from Capital Increase: Overseas procurement
15. Rationality and Necessity of Raising Capital After Cash Reduction (applicable if cash reduction was conducted in the current or previous year): Not applicable
16. Other Matters to be Disclosed:
(1) Pursuant to the aforementioned shareholders’ meeting resolution, the board of directors is fully authorized to handle all matters related to the issuance conditions (issuance price, number of shares, and amount raised), fund utilization plan, expected benefits, and all other aspects of the overseas depository receipt issuance plan. To meet actual operational needs, the chairman is proposed to be fully authorized to handle all matters related to the company’s participation in the overseas depository receipt issuance, including determining the number of shares, issuance price, and capital increase reference date within the issuance quota based on market conditions, and applying to the competent authority for postponement, suspension, or cancellation of the overseas depository receipt issuance plan if required due to regulatory instructions, legal changes, or market shifts.
The chairman or his designated representative is authorized to approve and sign all contracts and documents related to this overseas depository receipt issuance and to handle all related matters.
(2) Foreign Underwriters: Citigroup Global Markets Limited and UBS AG Hong Kong Branch
(3) This matter has been reviewed and approved by the Audit Committee on June 16, 115.