| 1.Date of the board of directors resolution:2025/05/12 2.Types of securities privately placed:Common Stock 3.Counterparties for private placement and their relationship with the Company:Strategic investor; No 4.Number of shares or bonds privately placed: It is proposed to be no more than 10,000 thousand ordinary shares 5.Amount limit of the private placement: It is proposed to be no more than 10,000 thousand ordinary shares 6.Pricing basis of private placement and its reasonableness: The determination of the private placement price will be based on relevant laws and regulations,referring to the reference price stipulated in Item 11, and taking into account the three-year transfer restriction imposed by the Securities and Exchange Act on private placement securities. This should be considered reasonable. 7.Use of the funds raised in this private placement: To expand the scale of operations and introduce strategic investors, depending on the market and situation with specific parties,handle the matter in one or several sessions (up to a maximum of three sessions). The funds raised will be fully used for the company and/or its subsidiaries to expand the scale of operations,replenish working capital,or meet other capital needs for the Company’s future development 8.Reason for conducting non-public offering:Plans to introduce strategic investors to enhance future competitiveness, such as Raising funds through public offering and issuance of securities may not achieve aforementioned goals. Private placement of securities is subject to the rule that they cannot be freely transferred within three years, which can ensure the long-term cooperative relationship between the company and strategic investment partners.It is planned to raise funds from specific individuals through private placement to enhance the timeliness and flexibility of this fundraising. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:Request the shareholders’ meeting to authorize the board of directors to handle it with full authority 11.Reference price:The price per share of privately placed common stock shall not be lower than 80% of the reference price. The reference price shall be determined based on the higher of the following two benchmarks: (1)On 1,3 or 5 business days prior to the pricing date, calculate simple arithmetic average of closing prices of common stocks, subtract the ex-rights and dividends from free rights issue, and add back share price after capital reduction and ex-rights. (2)The price is the simple arithmetic average of the closing prices of common stocks on 30 business days prior to the pricing date, minus the ex-rights and ex-dividends due to free rights issues, and plus the ex-rights due to capital reduction. 12.Actual private placement price, and conversion or subscription price: The pricing date, actual reference price, theoretical price, and actual issue price(including the conversion price of private convertible corporate bonds) are proposed to be authorized by shareholders’ meeting to be determined by the BOD in accordance with relevant laws and regulations and the above provisions, based on market conditions, objective conditions and future negotiations with specific parties,within range of no less than proportion of shareholders’ meeting resolution. 13.Rights and obligations of these new shares privately placed: Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, its rights and obligations are the same as those of the original ordinary shares. 14.Record date for any additional share exchange, stock swap, or subscription:NA 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA 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):NA 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%:NA 18.Any other matters that need to be specified: 1.This cash capital increase and private placement of ordinary shares shall be conducted once or in installments (up to no more than 3 times) within one year from the date of shareholders’ resolution.Main contents of issuance plan include actual issue price,no. of shares,issuance conditions, private placement amount,capital increase base date,planned items,expected progress and expected possible benefits, as well as all other matters related to the issuance plan.It is proposed to request the shareholders’ meeting to authorize the board of directors to adjust, formulate and handle according to market conditions.In the future,if corrections are made under instructions of competent authority, or based on operational assessment or due to objective environmental needs, the BOD will also be authorized to handle them with full authority. 2.To facilitate current private placement of securities,request the shareholders’ meeting to authorize BOD or person designated by it to represent the Company in signing and negotiating all contracts and documents related to this private placement plan, to handle all matters necessary for the Company related to this private placement plan. The matters not covered above are proposed to be submitted to the shareholders’ meeting for authorization by BOD to handle with full authority in accordance with law |