晶元光電 2013/04/26
The Board of Directors resolved to process the Common Stock Issuance through Private Placement
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.