晶元光電 2017/05/03

The Board resolution of issuance of new common shares for cash in private placement ("Private Placement Shares")

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1.Date of the board of directors resolution:2017/05/03

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 165,000,000 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 13.13% 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

     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 purchase of machine and equipment, repay outstanding convertible bonds

 or bank loans, enrich working capital, have sound financial structure

 and/or support the company's long term development funding needs and plans.

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.

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.