1. Board resolution date: 115/07/27 2. Type of privately placed securities: Ordinary shares 3. Private placement targets and their relationship with the company: The intended recipients of this private placement of ordinary shares are limited to specific individuals as defined under Article 43-6 of the Securities and Exchange Act. 4. Number of shares or units to be privately placed: 89,206,000 shares 5. Available private placement quota: As approved by the shareholders' meeting on June 26, 115, the total issued shares shall not exceed 100,000 thousand shares. 6. Basis and rationale for pricing of private placement: (i) The simple arithmetic average closing price of ordinary shares for the one, three, or five trading days preceding the pricing date, adjusted for free share distributions, dividend payouts, and capital reduction reversals, was NT$12.35, NT$12.58, and NT$12.54 respectively. The five-day average closing price of NT$12.58 is used as the benchmark. (ii) The simple arithmetic average closing price of ordinary shares for the thirty trading days preceding the pricing date, adjusted for free share distributions, dividend payouts, and capital reduction reversals, was NT$14.00. (iii) Based on the above, NT$14.00 is used as the reference price for this private placement. Considering the impact on shareholders' equity, the private placement price is set at NT$11.21 per share, which is 80% of the reference price and not less than 80% of the reference price approved by the ordinary shareholders' meeting. Therefore, the actual issuance price and its determination method comply with legal requirements and are deemed reasonable, taking into account the company's operating performance, future outlook, and recent market prices. 7. Use of proceeds from this private placement: To strengthen working capital and support the company's long-term operational development 8. Reasons for not adopting a public offering: To ensure timeliness and feasibility in fundraising and to effectively reduce funding costs, the company intends to raise capital through a private placement. Compared to a public offering, which requires the publication of a prospectus and may affect timing, a private placement allows the company to work with specific investors under Article 43-6 of the Securities and Exchange Act, aligning with actual needs and development plans, thereby enhancing flexibility and efficiency in resource utilization. Additionally, the three-year transfer restriction on privately placed securities will further ensure long-term cooperation between the company and financial or strategic investors as defined under Article 43-6. 9. Dissenting or reserved opinions from independent directors: None 10. Actual pricing date: 115/07/27 11. Reference price: NT$14.00 12. Actual private placement price, conversion price, or subscription price: NT$11.21 13. Rights and obligations of the newly issued shares in this private placement: The rights and obligations of the privately placed ordinary shares are, in principle, the same as those of the company's already issued ordinary shares. However, under the Securities and Exchange Act, the privately placed ordinary shares may not be freely transferred for three years from the date of delivery, except as provided under Article 43-8 of the Securities and Exchange Act. These privately placed ordinary shares may only be freely transferred after three years from the date of delivery, or upon application to the competent authority under relevant regulations to complete the procedures for public offering and listing. 14. Conversion, exchange, or subscription benchmark date (if applicable): Not applicable 15. Potential dilution of equity (if applicable): Not applicable 16. Potential impact on the equity ratio of listed ordinary shares after full conversion or subscription of privately placed bonds (listed ordinary shares A, A/total issued ordinary shares): Not applicable 17. Measures to address low equity liquidity if the expected listed ordinary shares are less than 60 million shares and less than 25%: Not applicable 18. Other matters to be disclosed: Payment period for this private placement: From 115/07/27 to 115/08/03. The payment period for this private placement of ordinary shares shall comply with the 'Guidelines for Privately Placed Securities by Publicly Issued Companies,' requiring full receipt of payment within 15 days from the board's pricing resolution date. However, if approval from the competent authority is required, full payment must be received within 15 days from the date of such approval.

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  • Source: PR Times
  • Category: Funding
  • Dates in source: 115/07/27