Board Resolution on Issuance of New Common Shares in the Form of Global Depositary Receipts (GDRs) for Cash
2026-04-21
1.Date of the board of directors resolution:2026/04/21
2.Source of capital increase funds:
Cash capital increase through issuance of new common shares to participate
in the issuance of Global Depositary Receipts (GDRs) (hereinafter called
the ”Offering”).
3.Whether to adopt shelf registration (Yes, please state issuance period/No):
No
4.Total monetary value of the issuance and number of shares issued (shares
issued not including those distributed to employees if consisting in
capital increase from earnings or capital surplus):
(1)Total monetary value of the issuance:Depends on the number of shares to
be issued and the issue price per share.
(2)Number of shares issued:It is proposed to shareholders' meeting to
authorize the board of directors to the Offering in one or several
installments, within a limit of no more than 150,000,000 shares, depending
on market conditions and the company's needs.
5.If adopting shelf registration, monetary value and number of shares
to be issued this time:N/A
6.The remaining monetary value and shares after this issuance when
adopting shelf registration:N/A
7.Par value per share:NT$10
8.Issue price:To be determined
9.Number of shares subscribed for by or allocated to employees:
The Company shall reserve 10% to 15% of the total number of new shares to
be issued for subscription by employees of the Company and its subsidiaries
in accordance with Article 267 of the Company Act and Article 3 of the
Company's Articles of Incorporation.
10.Number of shares publicly sold:To be determined
11.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:
Besides the reserved 10% to 15% of the total number of new shares to be
issued for subscription by employees of the Company and its subsidiaries
in accordance with Article 267 of the Company Act and Article 3 of the
Company's Articles of Incorporation, the remaining of shares are all
available for public offering in the form of GDRs. The existing shareholders
waive preemptive rights to the remaining of shares that shall be submitted
to the Annual General Meeting for approval, in accordance with Article 28-1
of the Securities and Exchange Act.
12.Handling method for fractional shares and shares unsubscripted for by
the deadline:
If employees forego or under-subscribe their allocation, the Chairman is
authorized to engage a designated party to subscribe at issue price, or
include such unsubscribed shares as underlying securities for the issuance
of GDRs depending on market needs.
13.Rights and obligations of these newly issued shares:
Identical to the existing outstanding common shares.
14.Utilization of the funds from the capital increase:
To meet the Company's funding requirements for long-term strategic
development, working capital replenishment, and other future business needs.
15.Any other matters that need to be specified:
(1)For the main contents of the Offering, including but not limited to
the underwriting method, tentative issuance price, actual issuance
price, actual number of issued shares, issuance conditions, proposed
items, amount of funds raised, estimated progress of fund utilization,
expected benefits and all other matters related to the Offering, the
Chairman and/or a person designated by the Chairman are authorized by
shareholders' meeting to handle all necessary modifications or
corrections at their full discretion in response to changes in laws or
regulations, directives from regulatory authorities, or based on
business assessments and prevailing market conditions.
(2)In addition to the foregoing and within the scope of authority
permitted by applicable laws and regulations, the shareholders' meeting
is requested to authorize the Chairman of the Board, or any person
designated by the Chairman, to act on behalf of the Company in handling
all matters related to this transaction and to execute all related
agreements and documents.