| Statement |
- Date of the board of directors resolution: 2025/04/16
- Types of securities privately placed: Common Shares
- Counterparties for private placement and their relationship with the Company:
(1)The private placement of common shares will be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act.
(2)Selection Method and Purpose of the Subscribers: The subscribers must have a sound understanding of the Company's operations and be beneficial to its future business development. They must be strategic investors, with priority given to those who can contribute to the Company's long-term growth, enhance its competitiveness, and generate benefits for existing shareholders. It is proposed that the Board of Directors be fully authorized to handle relevant matters regarding specific persons selected by the management department.
(3)Necessity and Expected Benefits of Selecting Strategic Investors: To facilitate the Company's operational development, it is proposed that strategic investors provide direct or indirect assistance in areas such as business operations, production, technology, and strategic development, in order to strengthen the Company's competitiveness, enhance operational efficiency, and support long-term growth.
- Number of shares or bonds privately placed: Limited to no more than 400,000,000 common shares.
- Amount limit of the private placement: Limited to no more than 400,000,000 common shares, and may be conducted in one or multiple tranches within one year from the date of the shareholders' meeting resolution.
- Pricing basis of private placement and its reasonableness:
The price for the private placement of common shares shall be set at no less than 85% of the higher price calculated based on the following two standards before the pricing date:
(1)The simple arithmetic average of the closing prices of common shares over one, three, or five business days before the pricing date, adjusted to reflect the exclusion of the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction.
(2)The simple arithmetic average of the closing prices of common shares over the 30 business days before the pricing date, adjusted to reflect the exclusion of the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction.
- Use of the funds raised in this private placement:
The funds raised will be used for investments in factory facilities and production equipment for advanced memory manufacturing, research and development of advanced technologies, or for pursuing opportunities for technological cooperation or strategic alliances with domestic and international companies.
- Reason for conducting non-public offering:
Considering the relative timeliness and convenience of a private placement, as well as the Company's plan to introduce strategic investors to support its development, conducting a private placement is deemed necessary.
- Objections or qualified opinions from independent directors: None
- Actual price determination date: NA
- Reference price: NA
- Actual private placement price, and conversion or subscription price: NA
- Rights and obligations of these new shares privately placed:
The rights and obligations of the common shares issued in this private placement will be generally the same as those of the Company's existing common shares. However, in accordance with the Securities and Exchange Act, the common shares issued in this private placement and any subsequent shares distributed therefrom may not be resold within three years from the delivery date, except to the transferees specified under Article 43-8 of the Securities and Exchange Act. After the three-year period, the Company must obtain approval from the competent authority confirming compliance with listing standards and complete the supplementary public issuance procedures with the Financial Supervisory Commission before applying for listing and trading.
- Record date for any additional share exchange, stock swap, or subscription: NA
- Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: NA
- For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE - listed common shares (A), (A) / common shares issued): NA
- Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%: NA
- Any other matters that need to be specified:
(1)It is proposed that the Shareholders' Meeting authorize the Board of Directors to handle matters based on market conditions and the Company's actual needs.
(2)For matters not covered in this proposal, it is also proposed that the Shareholders' Meeting authorize the Board of Directors to handle them in accordance with the law.
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