[O-Bank] Announcement: Board of Directors Approved Private Placement of Common Shares, Preferred Shares, Convertible Financial Bonds, or a Combination Thereof

1.Date of board resolution: 115/04/29
2.Type of privately placed securities: Common shares, preferred shares, convertible financial bonds, or a combination of the aforementioned securities.
3.Private placement target and their relationship with the company: Strategic investors; none.
4.Number of privately placed shares or units: The total number of privately placed common shares, preferred shares, or shares convertible from convertible financial bonds shall not exceed 500 million common shares.
5.Maximum private placement amount: The total number of privately placed common shares, preferred shares, or shares convertible from convertible financial bonds shall not exceed 500 million common shares, and the total amount shall not exceed NT$5 billion or its equivalent in foreign currency.
6.Basis and reasonableness for determining the private placement price: The private placement price will be determined in accordance with the regulations of the competent authority, referencing theoretical or reference prices, and considering the three-year transfer restriction on privately placed securities under the Securities and Exchange Act, which is deemed reasonable.
7.Purpose of this private placement fund: The private placement funds will be used to expand operational scale and digital innovation, and to seek domestic and international strategic alliance opportunities. It is expected to strengthen the bank's competitiveness, increase profitability, and improve capital adequacy ratio, positively benefiting shareholders' equity.
8.Reasons for not adopting public offering: Considering the timeliness of capital raising, issuance costs, and the actual need to introduce strategic investors, and given that private placements are subject to a three-year transfer restriction, which ensures long-term cooperative relationships between the bank and strategic partners, a public offering will not be adopted.
9.Objections or reservations from independent directors: None.
10.Actual pricing date: To be authorized by the shareholders' meeting to be determined by the board of directors.
11.Reference price:
The price per privately placed common share shall not be lower than 80% of the reference price. The reference price shall be determined by the higher of the following two bases:
(1) The simple arithmetic average of the closing prices of common shares on any one of the one, three, or five business days prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratis shares and adding back ex-rights for capital reduction.
(2) The simple arithmetic average of the closing prices of common shares on the thirty business days prior to the pricing date, after deducting ex-rights and ex-dividend distributions for gratis shares and adding back ex-rights for capital reduction.
The issue price of privately placed preferred shares and convertible financial bonds shall not be lower than 80% of the theoretical price. The theoretical price refers to the price of the securities calculated using an appropriate valuation model that comprehensively covers and simultaneously considers various rights included in the issuance conditions.
12.Actual private placement price, conversion or subscription price: To be authorized by the shareholders' meeting to be determined by the board of directors.
13.Rights and obligations of these new privately placed shares: Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, their rights and obligations are the same as those of the issued common shares.
14.If convertible, exchangeable, or callable, the conversion basis date: Undetermined.
15.If convertible, exchangeable, or callable, the possible dilution of equity: Undetermined.
16.If convertible or callable, the possible impact on the ratio of listed common share equity after delivery of privately placed corporate bonds and assuming full conversion or subscription of common shares (number of listed common shares A, A/issued common shares): Undetermined.
17.If the foregoing estimated listed common shares are less than 60 million shares and less than 25%, please explain the countermeasures for low equity liquidity: Not applicable.
18.Other matters to be stated: Important contents of this private placement, including the number of shares to be raised and issued, issuance price, issuance conditions, selection of specific persons, capital increase benchmark date, fund utilization plan, expected benefits, and other related outstanding matters, shall be fully handled by the Chairman or his designated agent. The same applies if any necessary additions or adjustments are required in the future due to changes in laws and regulations, requirements approved by the competent authority, operational evaluations, market conditions, or objective circumstances.
Keywords: Material Information