Statement
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1.Date of the board of directors resolution:2025/01/22
2.Name of the corporate bonds: First domestic unsecured convertible corporate
bonds in this private placement
3.Total amount issued: The maximum amount of the domestic unsecured
convertible corporate bonds in this private placement is NT$100 million.
4.Face value per bond:The face value of each bond is NT$100,000
(one hundred thousand dollars).
5.Issue price:
(1) The issuance price of the domestic unsecured convertible corporate
bonds in this private placement is determined at no less than 80% of the
theoretical price. The theoretical price will be calculated using a pricing
model that considers all rights included in the issuance terms.
(2) The conversion price for the domestic unsecured convertible corporate
bonds in this private placement is based on the higher of two benchmarks:
- The simple arithmetic average of the closing prices of common shares on
one, three, or five business days prior to the pricing date, adjusted for
ex-rights and ex-dividends and adding back the price impact of capital
reduction.
- The simple arithmetic average of the closing prices of common shares
over the 30 business days prior to the pricing date, similarly adjusted
for ex-rights and ex-dividends and adding back the price impact of capital
reduction. The conversion price will be no less than 85% of the reference
price and not lower than the par value.
(3) The actual issuance price will be authorized by the shareholders'
meeting, empowering the board of directors to determine the price based on
market conditions at the pricing date within the range resolved by the
shareholders'meeting.
(4) The issuance price for the domestic unsecured convertible corporate
bonds in this private placement is determined in accordance with regulations
issued by the competent authority. It also takes into account the three-year
transfer restriction under the Securities and Exchange Act for privately
placed securities, the company's operating performance, the market price of
common shares, and market practices. The pricing basis complies with the
provisions of the " Directions for Public Companies Conducting Private
Placements of Securities " and does not materially harm shareholders' rights.
The pricing method is deemed reasonable.
6.Issuance period:Tentative issue period of three years.
7.Coupon rate:The coupon rate is tentatively set at 0% per annum.
8.Types, names, monetary values and stipulations of collaterals:None.
9.Use of the funds raised by the offering and utilization plan:The Company
will use the proceeds to increase working capital, repay bank loans,
reinvest the proceeds, or otherwise meet the Company's long-term operating
and development capital needs.
10.Trustees of the corporate bonds: Not applicable.
11.Guarantor(s) for the issuance: Not applicable.
12.Agent for payment of the principal and interest:The Company.
13.Where convertible into shares, the price and the rules for conversion:
Authorized to be determined by the Board of Directors.
14.Sell-back conditions:The bondholders of the domestic unsecured convertible
corporate bonds in this private placement do not have the right to sell back
the bonds.
15.Buyback conditions: The Board of Directors is authorized to set such
conditions.
16.Reference date for any additional share exchange, stock swap,
or subscription:Undetermined.
17.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:Undetermined.
18.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx-listed common
shares if all privately placed corporate bonds are converted
and shares subscribed for (no.of TPEx -listed common shares (a),
(a) / outstanding common shares):Not applicable.
19.Please explain any countermeasures for lower circulation in
shareholding if the aforesaid estimated no.of TPEx-listed
common shares does not reach 5 million and the ratio does not
reach 25%:Not applicable.
20.Any other matters that need to be specified:
(1) The participants in this private placement are limited to strategic
investors that meet the requirements of Article 43-6 of the Securities and
Exchange Act, Financial Supervisory Commission R.O.C. released letter
NO.1120383220 dated September 12, 2023, and the" Directions for Public
Companies Conducting Private Placements of Securities" . As of now,
there are no participants identified.
(2)The major content of this private placement of common shares, in addition
to the pricing formula for the private placement price, includes the actual
issuance conditions and rule of convert, issue price and actual conversion
price per share, number of shares to be issued, total amount of funds
to be raised, planned projects, progress of fund utilization, expected
benefits,and other matters not yet covered, which will be subject to
adjustment, formulation, and implementation by the board of directors
within the scope authorized by the shareholders' meeting based on market
conditions. In the future, if there are any revisions by the regulatory
authorities or based on operational assessments or changes in objective
conditions, the board of directors is authorized to fully handle such
matters in accordance with the market conditions and legal provisions
at that time, subject to the approval of the shareholders' meeting.
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