1.Date of the board of directors resolution:2022/01/11
2.Types of securities privately placed: Common stock
3.Counterparties for private placement and their relationship with
the Company: The target of this private placement of ordinary shares is
selected in accordance with Article 43-6 of the Securities Exchange Law
Specified Persons and the Special Features of the Financial Supervision
and Administration Commission (91) Taiwan Caizheng Yizi No. 0910003455
of June 13, 2002.It is limited to the number of persons, and is limited
to the company's insiders or strategic investors. The relevant matters
related to the qualification certification of applicants shall be submitted
to the interim meeting of shareholders to authorize the board of directors
for review.
The applicants for this private placement of ordinary shares have not yet
been negotiated. The method and purpose of the applicants’selection are
explained as follows:
(1)The list of insiders or related parties who intend to participate in
the application is as follows:
The relationship between the applicant and the company:
Lin Mu-Ho/Director of the company
Lin Feng-Ran/Director of the Company
Chen Hsiao-Chun/Director of the company
LO Chih-Chi/Director of the companyShengmei Precision Industry Co.,Ltd./The
company's legal person shareholder
(2)The relationship between the top ten shareholders and the company with
the shareholder shareholding ratio of legal person applicants is as follows:
Shengmei Precision Industry Co., Ltd./The company's directors account for
the top ten shareholders:
Shareholder name/shareholding ratio/relationship with the company
Zhan Zhongzhi/61.522%/The person in charge of the company's legal person
shareholder.
Liu Xiaoqin/25.655%/Spouse of the person in charge of the company’s
legal person shareholder
Zhan Yushan/0.524%/A relative of the person in charge of the
company’s legal person shareholder
Zhan Zhongyu/0.524%/A relative of the person in charge of the
company’s legal person shareholder
Zhan Zhongwei/0.524%/A relative of the person in charge of the
company's legal person shareholder
Chimelong Investment Co., Ltd./11.251%/Major shareholder of the company’s
legal person shareholder
4.Number of shares or bonds privately placed: No more than 70,000,000
ordinary shares.
5.Amount limit of the private placement: Within the quota of no more than
70,000,000 shares, it will be handled twice within one year from the date
of the resolution of the interim meeting of shareholders.
6.Pricing basis of private placement and its reasonableness:The reference
price of private common stocks is based on the simple arithmetic average
of the common stock closing price calculated at one, three or five business
days before the pricing day, deducting the free allotment ex-rights and
dividends,and adding back the stock price after the capital reduction and
ex-rights,or before the pricing day The average of the closing price of
ordinary shares in 30 business days after deducting the free allotment
ex-rights and dividends,and adding back the stock price after the capital
reduction and ex-rights.
The higher price is calculated based on the above two benchmarks as the
reference price.
The method of setting the price of ordinary shares in this private placement
is governed by the laws and regulations of the competent authority. The
actual pricing date and the actual private placement price are proposed to
the extraordinary meeting of shareholders to authorize the board of directors
to decide on the situation of the specific person and market conditions in
the future, and the private placement price shall not be lower than the
aforesaid price. 80% of the reference price. If the price per share of
private common stock is affected by market factors in the future, it may
be necessary to issue a price lower than the par value. The price is
determined because it has been processed according to the pricing basis
regulated by laws and regulations and has reflected the market price.
should be necessary and reasonable.
If the private placement price of ordinary shares is lower than the face
value of the stock and the company has accumulated losses due to the
above-mentioned pricing method, it will be dealt with by means of capital
reduction, surplus or capital reserve to make up for losses in the future
depending on the company's operation and market conditions.
7.Use of the funds raised in this private placement: Enrich working capital,
repay bank loans, improve financial structure, or support the company’s
long-term development of working capital needs.
8.Reason for conducting non-public offering: The company still needs to inject
working capital, and consider the timeliness of capital raising, Convenience,
issuance cost, etc., so the method of private placement is used for
fund-raising. The implementation of this plan is expected to strengthen the
company's competitiveness and improve operational efficiency, and it will
also be beneficial to shareholders' equity.
9.Objections or qualified opinions from independent directors:None.
10.Actual price determination date:In accordance with Article 43-6 of the
Securities Exchange Law and the provisions of matters to be noted by public
offering companies when handling privately placed securities, the situation
of specific individuals will be negotiated in the future and depending on
the current market conditions, and the shareholders' meeting will be
authorized to authorize the board of directors to make a decision in
the future.
11.Reference price:The board of directors shall be authorized to make a
decision after the resolution of the interim meeting of shareholders is
passed.
12.Actual private placement price, and conversion or subscription price:
The board of directors shall be authorized to make a decision after the
resolution of the interim meeting of shareholders is passed.
13.Rights and obligations of these new shares privately placed:In principle,
they are the same as the ordinary shares issued by the company. However,
the ordinary shares of this private placement shall not be freely
transferred within three years from the date of delivery, except in
accordance with Article 43-8 of the Securities and Exchange Act.
Three years after the date of delivery of the shares, it is proposed to
request the interim meeting of shareholders to authorize the board of
directors to apply to the competent authority for the approval and
issuance of replacement office development procedures based on the
prevailing situation and in accordance with relevant laws and regulations.
14.Record date for any additional share exchange, stock swap,
or subscription: Not applicable.
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription: Not applicable.
16.For additional share exchange or subscription, possible influence of
change in shareholding ratio of TWSE-listed common shares if all privately
placed corporate bonds are converted and shares subscribed for (no.of TWSE -
listed common shares (A), (A) / common shares issued):Not applicable.
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%: Not applicable.
18.Any other matters that need to be specified: The main content of this
private equity cash capital increase plan includes the actual issuance
price, number of shares, issuance conditions, planned projects, fundraising
amount, estimated progress, expected possible benefits, etc., in addition to
the number of private placement prices, and everything else Regarding
matters concerning the issuance plan, it is proposed to submit to the
shareholders' interim meeting to authorize the board of directors to adjust,
formulate and handle it according to market conditions. In the future,
if it is revised due to instructions from the competent authority or based
on operational evaluations or changes due to objective circumstances, the
board of directors will also be authorized to handle it.
