1.Date of the board of directors resolution:2020/02/26
2.Types of the private placement:Common shares
3.Buyers of the private placement and their relationships with the
company:
The specific investor shall be mainly defined in compliance with
Article
43-6 of the Securities and Exchange Act and related letter by the
Financial Supervisory Commission, R.O.C., and do not cause
significant
changes in the future under the premise of the right to operate the
company
and shall be a strategic investor who is able to promote the
Company’s
business. The Board of Directors requests to be authorized to process
the
selection in full powers in the Annual General Shareholders' Meeting.
4.Number of shares or bonds privately placed:
It will be proposed that the shareholders meeting to authorize the
Board,
within the limit of 100,000,000 common shares, depending on the
market
conditions and the Company’s capital needs, to choose appropriate
timing
and fund raising method(s), to issue new commons shares for cash to
sponsor DR Offering and/or issue Private Placement Shares.
Even though all planned common stock issuance through new commons
shares
for cash to sponsor DR Offering and/or Private Placement Shares are
conducted, the total number of stocks only amounts 8.41% of capital
after
the increase in capital.
5.Total monetary amount of the private placement:To be determined.
6.The pricing basis of private placement and its reasonableness:
The private placement price of the Company shall be no less than 80%
of
the higher of the following two calculation bases prior to the price
determination date:
(1) The simple average closing price of the common stock of either
the
one, three or five consecutive business day period immediately
before
the price determination date, after adjustment for any
distribution of

EPISTAR Security C

stock dividends, cash dividends, or capital reduction.
(2) The simple average closing price of the common stock of the
thirty
consecutive business day period immediately before the price
determination date, after adjustment for any distribution of
stock
dividends, cash dividends, or capital reduction.
The determination of the actual price determination date and common
stock
prices through private placement is to be authorized to the Board of
Directors. The actual price shall be no less than the resolution of
the
price determination from the Annual General Shareholders' Meeting,
and in
accordance with the future market status. The determination of the
price
is to be reasonable, and have no significant influence on the value
of
shareholders' equities.
7.Use of the funds raised in the private placement:
The purpose of each issuance is to finance the collaboration on
patent,
technology, and business strategy, and strengthen working capital to
meet
the requirement of the Company’s operation needs.
8.Reasons for conducting non-public offerings:
Based on the status of the capital market, timeliness and feasibility
of
fundraising, issuance cost, and/or the development of the Company,
the
Company plans to adopt the strategic investors. Since the transfer
limitation of privately placed securities can ensure the long-term
cooperation between the Company and the strategic investors, and
strengthen
the stability of running the corporation, the Company shall process
fundraising by private placement.
9.Objections or qualified opinions from independent Board of
Directors:None.
10.Date of pricing:NA
11.Recommended price:NA
12.Shares price, conversion or subscription price:NA
13.Rights and obligations of the new private placement shares:
Rights and obligations of common stocks through private placement
are
generally the same as common stocks issued by the Company. However,
pursuant to Article 43-8 of the Securities and Exchange Act, with
the
exception of the specific status, common stocks through private
placement
may be freely transferred at least three full years after the
delivery
date. An application for the public offering of common stocks
through
private placement and listing on the Taiwan Stock Exchange
Corporation
shall be made at least three full years after the delivery date
under
related laws and regulations.

EPISTAR Security C
14.The record date for share conversion, if conversion, exchange, or
subscription rights are attached:NA
15.Possible dilution of equity, if conversion, exchange, or
subscription rights are attached:NA
16.Possible influence of change in shareholding, if conversion
or subscription rights are fully attached:NA
17.Countermeasures of the aforesaid estimate change in shareholding:NA
18.Any other matters that need to be specified:
Should any revision to major matters regarding common stocks through
private placement be made due to a competent authority or a change
of
the objective circumstance, excluding the price determination ratio,
but including the issuance terms and conditions, the issuance price,
the issuance shares, the total raising capital, the project items
and
progress, the expected use of funds, the expected efficacy and any
other
related matters, it shall be fully authorized to the Board of
Directors
to deal with.