晶元光電 2013/04/26

The Board of Directors resolved to process the Common Stock Issuance through Private Placement

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1.Date of the board of directors resolution:2013/04/26

2.Types of the private placement:the common stock

3.Buyers of the private placement and their relationships with the company:

The specific person, defined in compliance with Article 43-6 of

the Securities and Exchange Act and Order Tai-Tsai-1 No.0910003455

issued by the Financial Supervisory Commission, R.O.C., dated June 13,

 2002, shall be a strategic investor who is able to expand the business

of the Company.

4.Number of shares or bonds privately placed:

No more than 250,000,000 shares

5.Total monetary amount of the private placement:The common stock issuance 

of the private placement is to be no more than 250,000,000 shares, and it

can be processed in one or two installments within one year after the

resolution of the Annual General Shareholders' meeting this year. Each

issuance amount is authorized to be decided by the Board of Directors.

6.The pricing basis of private placement and its reasonableness:

The private placement price shall be no less than 80% of the higher of

the two following reference prices. The reference prices are calculated

as follows.

(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.

(3)The price determination date and the actual price of the privately

placed common stock is to be authorized by the Board of Directors.

The actual price determined by the Board of Directors shall not be

lower than the resolution of the Shareholders' meeting; it shall be

in accordance with the future market status and the actual ratio of

the cash distribution. The determined price is to be reasonable and

have no significant influence on the shareholders' equities.

7.Use of the funds raised in the private placement:

The common stock of the private placement is planned to be processed

in one or two installments. The purpose of each issuance is to fund

the collaboration of patent, technology, and business strategy, fulfill

the working capital to meet the requirement of the future business, help

the business growth of the Company, lower the risk of running the Company,

and increase the value of the shareholders' equities.

8.Reasons for conducting non-public offerings:

Based on the status of the capital market, timeliness and flexibility of

fund raising, issuance cost, and 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 the fund

raising by private placement.

9.Objections or qualified opinions from independent Board of Directors :N/A

10.The record date for share conversion, if conversion, exchange, or

subscription rights are attached:N/A

11.Possible dilution of equity, if conversion, exchange, or subscription

rights are attached:N/A

12.Possible influence of change in shareholding, if conversion

 or subscription rights are fully attached:N/A

13.Countermeasures of the aforesaid estimate change in shareholding:N/A

14.Any other matters that need to be specified:

Should any revision of the main contents regarding the common stock through

private placement be made due to a competent authority or a change of the

objective environment, excluding the price determination ratio of

the common stock issued through private placement, but including the

issuance terms and conditions, the issuance price, the issuance shares, the

raising amount, the plan items and processes, the estimated purpose of the

fund, the estimated efficacy and any other related matters, it shall be

fully authorized to the Board of Directors to deal with.