1.Date of the board of directors resolution:2019/06/28
2.Source of capital increase funds:issuance of Preferred Shares A for capital
increase
3.Number of shares issued:200,000 thousand shares
4.Par value per share:NT$10
5.Total monetary amount of the issue:tentative total amount of the issue is
NT$10 billion dollars
6.Issue price: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 by or allotted to employees:
10% of total issued shares, amounts to 20,000 thousand shares
8.Number of shares publicly sold:
10% of total shares issued, amounts to 20,000 thousand shares
9.Ratio of shares subscribed by or allotted as stock dividends to existing
shareholders:
80% of total shares issued, amounts to 160,000 thousand shares
10.Method of handling fractional shares and shares unsubscribed by the
deadline:authorized chairman to designate subscribers
11.Rights and obligations of the newly issued shares:
1)The Preferred Shares A is perpetual but 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 A 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 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 at 10% of the profits and setting aside
special capital reserve in accordance with the regulations, and the remaining
shall be paid to holders of Preferred Shares A as the current year's
dividends.
The company has discretion over the dividend distribution of Preferred Shares
A. 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.The Preferred Shares A are noncumulative and the shareholders of
Preferred Shares A do not have the right to claim any of the unpaid or
omitted dividends in the future.
4)The shareholders of Preferred Shares A are Not entitled to common shares'
cash or stock dividends derived from earnings or capital reserve.
5)The order of claim for distribution of property is prior to common shares
,and the repayment shall be capped at respective issue amount of Preferred
Shares A upon liquidation.
6)Shareholders of Preferred Shares A do not have voting rights or suffrage.
However, shareholders of Preferred Shares A have voting rights in preferred
sotck shareholder's meeting or with respect to agendas related to the
unfavorable rights and obligations in the common stock shareholder's meeting.
7)Preferred Shares A cannot be converted to common shares and shareholders do
not have the right to request the company to redeem preferred shares.
8)Preferred Shares A have the same pre-emptive right as common shareholders
for newly issued shares.
12.Utilization of the funds from the capital increase:
loan repayment and enrich working capital
13.Any other matters that need to be specified:details regarding the capital
increase or changes in government 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.