1. Board resolution date: 115/08/05 2. Type of privately placed securities: Common shares 3. Recipients of private placement and their relationship with the company: The recipients of this private placement of common shares are limited to specific qualified investors as defined under Article 43-6 of the Securities and Exchange Act. The company has already identified the subscribers, whose relationships with the company are as follows:
Subscriber Relationship with Company -------------------- --------------------------- Hsin Wei Technology Co., Ltd. Top ten shareholder holding 4.27% of the company
Shareholders among Hsin Wei Technology’s top ten and their relationship with the company: Hsin Wei’s top ten shareholders Hsin Wei shareholders -------------------- ----------------
4. Number of shares privately placed: 39,305,464 shares. 5. Available private placement quota: 39,305,464 shares, to be completed within six months from the date of shareholders’ meeting approval. 6. Basis and rationale for determining private placement price: I. The reference price for the private placement of common shares shall be based on the higher of the following two benchmarks: (1). The simple arithmetic average of closing prices of common shares over any one of the five trading days prior to the pricing date, adjusted by deducting free share allotments and dividends, and adding back reverse adjustments for capital reduction, resulting in a price of NT$15.24. (2). The simple arithmetic average of closing prices of common shares over the 30 trading days prior to the pricing date, adjusted similarly, resulting in a price of NT$15.61. II. The higher value of the above two benchmarks, NT$15.61, is used as the reference price. The private placement price is set at 80% of this reference price, which would amount to NT$12.49 per share. However, since this price is lower than the net asset value per share of NT$13.185 in Q1 of year 115, and to avoid harming shareholder interests, the final private placement price is proposed to be set at NT$13.185 per share. III. The final issuance price of the common shares in this private placement will be determined in accordance with regulations issued by the competent authority, taking into account the three-year transfer restriction under the Securities and Exchange Act, the company’s operating performance, future prospects, market price of common shares, and market practices. The pricing basis complies with the 'Guidelines for Privately Placed Securities by Publicly Issued Companies' and does not significantly harm shareholder interests, thus deemed reasonable. 7. Use of proceeds from this private placement: I. To strengthen working capital and establish a new semiconductor cleaning division. II. To enhance the company’s financial structure, thereby generating revenue and profit from the semiconductor cleaning business. 8. Reasons for not adopting a public offering: Considering that the private placement method offers timeliness and simplicity, and that privately placed securities are subject to a three-year restriction on free transfer, it better ensures a long-term cooperative relationship between the company and its investment partners. Therefore, the company opts for private placement instead of a public offering. The implementation of this plan is expected to improve the financial structure and operational efficiency, providing positive benefits to shareholder interests. 9. Dissenting or reserved opinions from independent directors: None. 10. Actual pricing date: 115/08/05. 11. Reference price: NT$15.61 per share. 12. Actual private placement price, conversion price, or subscription price: NT$13.185 per share. 13. Rights and obligations of the newly issued shares in this private placement: The privately placed common shares shall be subject to transfer restrictions under Article 43-8 of the Securities and Exchange Act for three years from the date of delivery. Otherwise, their rights and obligations are identical to those of the company’s currently issued common shares. The board is authorized to decide, upon completion of the three-year period from the date of delivery and based on prevailing conditions, whether to file for supplementary public issuance and apply for listing in accordance with the Securities and Exchange Act and related regulations. 14. Benchmark date for conversion, exchange, or subscription rights: Not applicable. 15. Potential dilution of equity due to conversion, exchange, or subscription rights: Not applicable. 16. Potential impact on listed common stock equity ratio assuming full conversion of privately placed bonds: Not applicable. 17. Measures to address low equity liquidity if projected listed shares are less than 60 million or less than 25%: Not applicable. 18. Other matters to be disclosed: I. Payment period for this private placement: From 115/08/05 to 115/08/14. II. Private placement benchmark date: 115/08/14. III. Regarding the issuance of new shares through this private placement, if laws and regulations change, are modified by the competent authority, contain omissions, or require adjustments due to changes in objective circumstances, the chairman is authorized to make decisions based on financial market conditions, sign relevant contracts and documents, and handle related matters accordingly.
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 115/08/05