1.Date of the board of directors resolution:2024/10/23 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. (1.1)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. (1.2)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. (2) Subscription price of the Private Placement Shares is no less than 80% of the reference price, and shall be submitted to the shareholders' meeting for authoring the board of directors to make the decision based on prevailing market conditions, objective factors, and applicable legal regulations. (3) The price determination above will not harm shareholders' rights and will be conducted in compliance with relevant regulatory requirements. 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:shall be submitted to the shareholders' meeting for authoring the board of directors to make the decision. 11.Reference price:shall be submitted to the shareholders' meeting for authoring the board of directors to make the decision. 12.Actual private placement price, and conversion or subscription price:shall be submitted to the shareholders' meeting for authoring the board of directors to make the decision. 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 Board of Directors has authorized the Chairman, the Independent Director(s) of the Company, and/or a designated person to sign and negotiate all contracts and documents relating to private placement of common shares on behalf of the Company, and to handle all necessary matters regarding to private placement of common shares for the company. (2) The terms of Private Placement shares, including subscription pricing date, actual subscription price, amount of issuance, terms of issuance, and total monetary amount of private placement, record date of rights issuance, use of funds, timetable, and other relevant matters are proposed for the special shareholders' meeting to authorize the Board of Directors to approve, execute, or adjust. In the case of change in regulations, amendment request by the regulators, or change of market condition, it is also proposed for the special shareholders' meeting to authorize the Board of Directors to evaluate and determine the best solution. (3) In compliance of issuing the Private Placement Shares, the Board of Directors has proposed for the special shareholders' meeting to authorize the Chairman of the Company, the Independent Director(s) of the Company, and/or other designated person to negotiate, sign, and execute on any agreements or documents regarding to the private placement on behalf of the Company.
