晶元光電 2017/05/03
The Board resolution of issuance of new common shares for cash in private placement ("Private Placement Shares")
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.