The Board determined to difficulty abnormal shares for the capital enhance in money of the Firm by non-public placement.

Declaration

1.Date of the board of administrators decision:2021/10/28
2.Varieties of securities privately positioned:widespread shares
3.Counterparties for personal placement and their relationship with
the Firm:(1)The widespread shares might be privately positioned to the particular
traders assembly the requirement below Article 43-6 of the Act and the
ruling of Yr 2002 Tai Tsai Cheng I Zi No. 0910003455 issued by
Monetary Supervisory Fee on June 13, 2002. The strategy of choosing
the non-public traders is to introduce strategic traders who've an excellent
understanding of the Firm and are useful to the Firm's future
operations and are usually not insiders or associated events of the Firm. It's
proposed that the Firm's Shareholders' Assembly authorizes the Board with
full discretionary energy to deal with the certificates of {qualifications} and
associated issues.
(2)Goal and the need of choosing strategic traders and the
anticipated advantages:
(A)Choice Methodology and Functions: the non-public traders to be chosen shall
be a person or company entity who can help Firm��s operations
with varied administration and monetary sources, present operational
administration methods, strengthen monetary value administration and help
enterprise growth and growth in order to enhance the Firm's
competitiveness, operational effectivity, and long-term growth, and
ought to be helpful to shareholders' fairness.
(B)Necessity: in response to the Firm��s long-term marketing strategy, to
enhance the operational efficiency and strengthen the monetary construction,
and contemplating to strengthen the soundness of administration, the introduction
of funds kind strategic traders by the Personal Placement will facilitate
the Firm's operations and enterprise growth, and might enhance
long-term funds and enhance the corporate's total operation. Subsequently,
it's essential for the Personal Placement to usher in strategic traders.
(C)Anticipated Advantages: via the capital injection of strategic
traders, the anticipated advantages embody decreasing the stress on
working capital, strengthening the monetary construction, enhancing Firm's
competitiveness,selling the secure progress of the Firm, and benefiting
shareholders' fairness.
(3)The Firm doesn't have a specific particular investor at current.
The Board is permitted with full discretionary energy to take care of related
issues associated to the choice of the particular investor.
4.Variety of shares or bonds privately positioned:
Inside the restrict of not more than 37,520,000 shares, the Board is permitted
to difficulty the widespread shares by non-public placement in two tranches inside one
yr from the date of the decision of the Firm's Shareholders' Assembly.
5.Quantity restrict of the non-public placement:
Inside the restrict of not more than 37,520,000 shares.
6.Pricing foundation of personal placement and its reasonableness:
(1)The reference worth for the pricing of Personal Placement ought to be the
greater of the next calculations: (a) the easy arithmetic common
closing worth of the widespread shares of the Taiwan Inventory Change Company
(the��TWSE��) listed or TPEx listed firm for both the 1, 3, or 5
enterprise days earlier than the worth willpower date, deducting any
distribution of inventory dividends or money dividends, and including again the share
worth after capital discount, and (b) the easy arithmetic common closing
worth of the widespread shares of the TWSE listed or TPEx listed firm for the
30 enterprise days earlier than the worth willpower date, deducting any
distribution of inventory dividends or money dividends, and including again the share
worth after capital discount.
(2)The precise issuance worth for the Personal Placement ought to be no much less
than 85% of the reference worth. It's proposed that Shareholders' Assembly
authorizes the Board to find out the precise issuance worth in accordance
with related legal guidelines and laws, relying on the then market standing and
different goal situations.
(3)The pricing of the Personal Placement abovementioned is respectively based mostly
on the Firm's enterprise operation, imaginative and prescient, the three-year restriction on
share switch in precept for securities issued by non-public placement, and
Firm's latest inventory worth. The pricing can be decided in accordance
with the Instructions for Personal Placement and related legal guidelines and laws.
Subsequently, the pricing shall be well-grounded and affordable.
7.Use of the funds raised on this non-public placement:
The fund raised by the Personal Placement might be used to counterpoint the
Firm's working capital, strengthen its monetary construction, and help
different fund necessities for the Firm's long-term growth of 1 or
extra fund utilization plans, relying on market standing and the scenario
of choosing particular traders, the Firm will authorize the Board to
difficulty the privately positioned widespread shares in two tranches inside one yr
from the date of the decision of the Shareholders' Assembly. After
finishing the usage of funds, the Personal Placement fundraising is anticipated
to enhance the Firm��s competitiveness and operational effectivity,
and it'll even be helpful to shareholders' fairness, as defined under:
The Firm will, relying on the scenario of choosing particular traders
out there, difficulty the privately positioned widespread shares in two tranches.
(1)First Issuance Anticipated Quantity of Shares to be issued 18,760,000 shares.
Second Issuance Anticipated Quantity of Shares to be issued 18,760,000 shares.
(2)The Use of Funds:To counterpoint working capital, enhance the monetary
construction, or meet the fund necessities for the Firm's long-term
growth in order to enhance the Firm's monetary construction and
strengthen the  competitiveness.
(3)Anticipated Advantages:To offer a extra versatile and multilateral
means for fundraising, strengthen the Firm's monetary construction,
increase the size of the Firm's future operation, and enhance the
Firm's long-term competitiveness and shareholders' fairness.
(4)When it comes to the aforementioned first and second anticipated issuance
quotas, the variety of shares to be issued in every non-public placement
could also be adjusted in keeping with the precise issuance standing. In every
issuance, the variety of beforehand unissued shares and / or the
subsequent variety of shares may be issued collectively wholly or partly,
however the complete variety of issued shares shouldn't exceed 37,520,000 shares.
8.Cause for conducting private providing:
The Firm considers the situations of the capital market, timeliness and
feasibility of fundraising, the issuance value, and the precise want of
introducing strategic traders; as well as, contemplating that non-public
placement is somewhat fast and easy, and that securities issued by non-public
placement are in precept topic to a three-year restriction on share
switch so {that a} long-term partnership between the Firm and strategic
traders may be higher secured, whereas authorizing the Board to conduct
non-public placement in tranches and at acceptable timing in keeping with the
precise want of Firm's enterprise may even successfully enhance the
Firm's mobility and suppleness in fundraising, the Firm intends to
difficulty widespread shares by non-public placement as an alternative of adopting a public
providing. The conduct of Personal Placement is anticipated to have a sound
monetary construction and advantages of enhancing operational effectivity,
and it'll even be helpful to shareholders' fairness.
9.Objections or certified opinions from unbiased administrators:None
10.Precise worth willpower date:NA
11.Reference worth:NA
12.Precise non-public placement worth, and conversion or subscription worth:NA
13.Rights and obligations of those new shares privately positioned:
The Personal Placement might be delivered with out printing certificates.
The rights and obligations of the shares issued by the Personal Placement
would be the similar because the issued and excellent widespread shares of the Firm.
Nonetheless, in keeping with Article 43-8 of the Act, until assembly sure
circumstances, the privately positioned securities shall not be transferred
freely till three years after the supply of privately positioned securities.
After three years from the supply of the Firm��s privately positioned
widespread shares, the Board is permitted to, relying on conditions then,
get hold of an approval letter issued by the TWSE acknowledging that the
securities have met the itemizing standards, apply with the competent
authorities for public issuance, and apply for TWSE itemizing of such
privately positioned widespread shares.
14.Document date for any extra share change, inventory swap,
or subscription:NA
15.Attainable dilution of fairness in case of any extra share change,
inventory swap, or subscription:NA
16.For added share change or subscription, potential affect of
change in shareholding ratio of TWSE-listed widespread shares if all privately
positioned company bonds are transformed and shares subscribed for (no.of TWSE -
listed widespread shares (A), (A) / widespread shares issued):NA
17.Please clarify any countermeasures for decrease circulation in shareholding
if the aforesaid estimated no.of TWSE -listed widespread shares doesn't attain
60million and the ratio doesn't attain 25%:NA
18.Every other issues that must be specified:
After the approval of the Personal Placement by Shareholders' Assembly,
aside from the share of the pricing for the Personal Placement, it's
proposed that the Shareholders' Assembly authorizes the Board with full
discretionary energy to, relying on the precise want of the Firm, the
market situations and related legal guidelines and laws, decide, modify and
take care of the principle content material and different issues in reference to this Personal
Placement, together with the precise issuance worth, the pricing date, the quantity
of shares to be issued every time, the quantity raised, phrases and situations of
the Personal Placement, fund utilization plan, the usage of funds, anticipated
course of and different associated points. If some revision or adjustment must be
made attributable to modification to the legal guidelines and laws, the competent authorities'
directions, or based mostly on modifications in goal environmental elements comparable to
operational assessments or the market standing, it is usually proposed that the
Shareholders' Assembly authorizes the Board with full discretionary energy to
deal with all associated issues.
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