Announces WPG Board of Directors approved issuance of Preferred Shares B for capital increase
2020-09-19
1.Date of the board of directors resolution:2020/09/18
2.Source of capital increase funds:issuance of Preferred Shares B for capital
increase
3.Number of shares issued (not including those distributed to employees if
consisting in capital increase from earnings or capital surplus) :
100,000 thousand shares
4.Par value per share:NT$10
5.Total monetary value of the issuance:tentative total amount of the issue is
NT$5 billion dollars
6.Issue price:the range of issue price is NT$50~NT$70 per share, tentative
issue price is NT$50 per share. The actual issue price shall be authorized
Chairman to set in accordance with market circumstance, the relevant laws
and regulations
7.Number of shares subscribed for by or allocated to employees:
10% of total issued shares, amounts to 10,000 thousand shares
8.Number of shares publicly sold:
10% of total shares issued, amounts to 10,000 thousand shares
9.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:
80% of total shares issued, amounts to 80,000 thousand shares
10.Handling method for fractional shares and shares unsubscripted for by
the deadline:authorized chairman to designate subscribers
11.Rights and obligations of these newly issued shares:
1)Preferred Shares B is perpetual. Shareholders of Preferred Shares B do not
have the right to request the company to redeem preferred shares, but
Preferred Shares B may be redeemed in whole or in part at issue price no
earlier than the day following the fifth anniversary of the issuance date.
2)The dividends of Preferred Shares B is capped at 8% per annum on the issue
price. The dividend rate will be set as 5-year IRS + fixed rate, the fixed
rate will be between 3%~4% and authorized Chairman to determine.
3)Cash dividends will be distributed annually. The fiscal year-end earnings
of the Company shall be applied to the following uses in order: paying all
taxes and duties, making-up of deficit, setting aside a legal capital reserve
and setting aside special capital reserve in accordance with the regulations.
Residual earnings shall then be added to the starting retained earnings as
the distributable base and be paid to holders of Preferred Shares B as the
current year's dividends.
4)The company has discretion over the dividend distribution of Preferred
Shares B. The shareholder meeting may approve not to distribute dividends of
preferred shares in the following circumstances:(a) there are no earnings in
a fiscal year, (b) the earnings are insufficient to distribute (c) factual
need. The cancellation of dividend payment should not constitute an event of
default.
5)The Preferred Shares B are noncumulative and the shareholders of Preferred
Shares B do not have the right to claim any of the unpaid or omitted
dividends in the future.
6)The shareholders of Preferred Shares B are Not entitled to common shares'
cash or stock dividends derived from earnings or capital reserve.
7)The order of claim for distribution of property is prior to common shares
and equal to the preferential order of shareholders of all preferred shares
issued by the Company, and the preferential order is only lower than general
creditors. Yet the repayment shall not exceed the issue amount of Preferred
Shares B upon liquidation.
8)Shareholders of Preferred Shares B do not have voting rights or suffrage.
However, shareholders of Preferred Shares B have voting rights in preferred
sotck shareholder's meeting or with respect to agendas related to the
unfavorable rights and obligations in the common shares shareholder's
meeting.
9)Preferred Shares B cannot be converted to common shares.
10)Preferred Shares B have the same pre-emptive right as common shareholders
for newly issued shares.
12.Utilization of the funds from the capital increase:enrich working capital
13.Any other matters that need to be specified:details regarding the capital
increase or changes in laws and regulations, revising by regulating
authority, revising based on operation evaluation, change in objective
environmental or based on factual need authorized the Chairman or his
designated deputy person to determine.