1. Board resolution date: 115/08/14 2. Source of capital increase: Cash capital increase through issuance of ordinary shares to participate in issuing overseas depository receipts 3. Whether the issuance of new shares is under a blanket application (if yes, specify the planned issuance period; if no): No 4. Total issuance amount and number of shares (for capital increases from retained earnings or reserves, exclude shares allocated to employees): (1) Total issuance amount: The actual total issuance amount will be calculated based on the number of depository receipt units issued and their price. (2) Number of shares issued: At the shareholders’ meeting on 115/6/9, the board was authorized to issue up to 50,000 thousand ordinary shares through a cash capital increase to participate in the issuance of overseas depository receipts, within a maximum of 50,000 thousand shares. The board was also granted full authority to handle all matters related to this ODR issuance in accordance with the shareholders’ meeting resolution. At the board meeting on August 14, 115, it was resolved to issue 40,000 to 50,000 thousand ordinary shares through a cash capital increase, with a par value of NT$10 per share. 5. For blanket application cases, the amount and number of shares issued in this round: Not applicable 6. For blanket application cases, remaining amount and share balance after this issuance: Not applicable 7. Par value per share: NT$10 8. Issue price: The issue price is tentatively based on (a) the closing price of GIGABYTE ordinary shares on the Taiwan Stock Exchange (hereinafter “the Exchange”) on the pricing date, or (b) the simple arithmetic average of the closing prices of GIGABYTE ordinary shares on the Exchange on one, three, or five business days prior to the pricing date (to be selected). The ordinary share reference price is multiplied by the number of GIGABYTE ordinary shares represented by each unit of overseas depository receipt, and then converted into USD using the NT$/USD exchange rate on the pricing date to determine the base price of the overseas depository receipt in USD. The actual issue price will be jointly determined by the issuer’s chairman and the foreign lead underwriter based on market conditions. Furthermore, the ordinary share price derived from the unit issue price must not be lower than 90% of the aforementioned ordinary share reference price, after adjusting for free share distributions (or capital reduction) and dividend payouts. 9. Number of shares for employee subscription or allocation amount: 10% of the total number of issued shares is legally reserved for employees. 10. Number of publicly offered shares: Undetermined 11. Subscription ratio or free allocation ratio for existing shareholders: For this cash capital increase, 10% of the total number of issued shares is reserved for employees who meet the eligibility criteria under the company’s 'Employee Share Subscription Rules,' as required by Article 267 of the Company Act. The remaining 90% has been approved by the shareholders’ meeting on 115/6/9 for existing shareholders to waive their preemptive subscription rights. In accordance with Article 28-1 of the Securities and Exchange Act, these shares are fully allocated to public offering to serve as underlying securities for the overseas depository receipt issuance. Any unsubscribed portion by employees may, at the chairman’s discretion, be offered to specific investors or included as underlying securities for the ODR issuance, depending on market demand. 12. Handling of fractional shares and unclaimed shares: The unsubscribed portion by employees may be offered to specific investors by the chairman or included in the underlying securities for the ODR issuance. 13. Rights and obligations of the newly issued shares in this issuance: Same as existing ordinary shares. 14. Use of proceeds from this capital increase: Foreign currency procurement of materials 15. Rationality and necessity of fundraising after cash reduction (applicable if cash reduction was conducted in the current or previous year): Not applicable 16. Other matters to be disclosed: (1) Based on the aforementioned shareholders’ meeting resolution, the board has been fully authorized to handle all matters related to the issuance conditions (issue price, number of shares, amount raised), fund utilization plan, expected progress, and anticipated benefits of this cash capital increase and ODR issuance, as well as all other matters concerning the ODR issuance plan. In the future, if amendments are required due to regulatory guidance or changes based on operational assessments or objective environmental needs, the board is also fully authorized to handle such changes. To meet practical operational needs, the chairman is fully authorized to handle all matters related to the company’s participation in the ODR issuance, including determining the number of shares, issue price, and capital increase benchmark date within the issuance quota based on market conditions. If changes are required in the future due to regulatory guidance, legal requirements, or market conditions, the chairman is authorized to apply to the regulatory authorities for postponement, suspension, or cancellation of the ODR issuance plan. The chairman or designated person is authorized to approve and sign all contracts and documents related to this ODR issuance and to handle all related matters. (2) The foreign underwriter is yet to be determined and will be decided by the chairman or designated person. (3) This case was reviewed and approved by the Audit Committee on August 14, 115.
FACT BOX
- Source: PR Times
- Category: Funding
- Dates in source: 115/08/14 / 115/6/9