1.Date of the board of directors resolution:2025/01/09
2.Types of securities privately placed:common shares
3.Counterparties for private placement and their relationship
with the Company:
The investor(s) to subscribe to the Private Placement Shares
shall meet the qualifications listed in Article 43-6 of the Security
and Exchange Act, and Article reference number 1120383220
of the Securities and Futures Bureau under the Financial Supervisory
Commission R.O.C. (Taiwan). Investor will be Uni-President
Enterprises Corporation (”UPEC”).
4.Number of shares or bonds privately placed:
61,694,120 common shares.
5.Amount limit of the private placement:
The maximum of issued shares in the private placement
is 61,694,120 shares. The Board of Directors is authorized
to execute the private placement by one time within one year
after the resolution date.
6.Pricing basis of private placement and its reasonableness:
(1)The reference price of the Private Placement Shares is the
higher price of the following two pricing basis.
(i)The simple average closing price of the Company's common
shares for either 1, 3 or 5 trading days prior to the pricing date,
after adjustment for shares issued as stock dividends, shares
cancelled in connection with capital reduction and the cash
dividends.
(ii)The simple average closing price of the Company's common
shares for 30 trading days prior to the pricing date, after adjustment
for shares issued as stock dividends, shares cancelled in connection
with capital reduction and the cash dividends.
The reference price is NT$49.22, which is the higher of
(i) NT$43.58, the simple average closing price of the Company's
common shares for 5 trading days prior to the pricing date, and
(ii) NT$49.22, the simple average closing price of the Company's
common shares for 30 trading days prior to the pricing date.
Subscription price of the Private Placement Shares is NT$40.00,
no less than 80% of the reference price, in accordance with the
resolution of the shareholders’ meeting and the Security and Exchange Act
and regulations governing public companies issuing securities in private
placement. Therefore, the price determination for the subject private
placement shall be reasonable.
7.Use of the funds raised in the private placement:
To increase working capital, or support the company’s
long-term development
8.Reasons for conducting non-public offering:
Issuance of the Private Placement Shares is considered to be more
efficient and suitable to accommodate the Company's development
planning.
9.Objections or qualified opinions from independent Board of Directors:
None
10.Actual price determination date:2025/01/09
11.Reference price:NT$49.22
12.Actual private placement price, and conversion or
subscription price: NT$40
13.Rights and obligations of these new shares privately placed:
In principle, they are the same as for the
Company's issued common stock. However,
in accordance with Article 43-8 of the Securities
and Exchange Act, these privately placed common
shares are under specific circumstances and may be freely
transferred three years after delivery. Therefore, once three
years have elapsed since the private placement of common
shares, retrospective public offering and listing and trading
shall be reported according to related laws and regulations.
14.Reference date for any additional share exchange, stock
swap, or subscription: N/A
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription: N/A
16.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx -listed
common shares if all privately placed corporate bonds are
converted and shares subscribed for (no.of TPEx -listed
common shares (a), (a) / outstanding common shares): N/A
17.Please explain any countermeasures for lower circulation
in shareholding if the aforesaid estimated no.of TPEx -listed
common shares does not reach 5 million and the ratio does not
reach 25%: N/A
18.Any other matters that need to be specified:
(1) The payment period of Private Placement Shares:
2025/01/09~2025/01/23.
(2) The record date of rights issuance of Private Placement Shares:
2025/01/23.
(3) The Chairman of the Company, and/or other designated person are
authorized by The Extraordinary General Meeting on December 19th, 2024
to decide or adjust, in accordance with prevailing market conditions and
regulatory requirements, the terms of Private Placement shares, including
use of funds, timetable, expected benefits, and other relevant matters.
Itisproposed to authorize the Chairman or their designated representative
to undertake all matters related to the private placement of common shares,
including signing, amendment, and negotiation of any agreements or
documents regarding to the private placement, and other relevant matters
not explicitly addressed.
