{"id":21571,"date":"2021-04-27T11:21:02","date_gmt":"2021-04-27T03:21:02","guid":{"rendered":"https:\/\/corp.pchome.tw\/en\/?post_type=investor&p=21571"},"modified":"2022-12-30T11:22:14","modified_gmt":"2022-12-30T03:22:14","slug":"the-board-of-directors-resolved-on-the-proposal-for-cash-capital-increase-of-common-shares-through-private-placement-or-public-offering","status":"publish","type":"investor","link":"https:\/\/corp.pchome.tw\/en\/investor\/the-board-of-directors-resolved-on-the-proposal-for-cash-capital-increase-of-common-shares-through-private-placement-or-public-offering\/","title":{"rendered":"The Board of Directors resolved on the proposal for cash capital increase of common shares through private placement or public offering."},"content":{"rendered":"\t\t
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\n\t\t\t\t\t2021-04-27\t\t\t\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\tThe Board of Directors resolved on the proposal for cash capital increase of common shares through private placement or public offering.\t\t\t\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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1.Date of the board of directors resolution:2021\/04\/27\n2.Types of securities privately placed:Common shares\n3.Counterparties for private placement and their relationship\nwith the Company:The specific investor shall be mainly defined\n in compliance with Article 43-6 of the Securities and Exchange\n Act and related letter by the Financial Supervisory Commission,\n R.O.C., and do not cause significant changes in the future\nunder the premise of the right to operate the Company\n and shall be a strategic investor who is able to promote\nthe Company\u2019s business. The Board of Directors is fully\nauthorized to handle matters related to contacting\nspecific person.\n4.Number of shares or bonds privately placed:\nIt is proposed that the shareholders meeting to authorize the\nBoard of Directors to choose one or a combination of methods at\nthe appropriate time and fundraising instruments to conduct private\n placement or public offering to issue common shares by cash capital\n increase within the limit of 21 million shares of common stocks,\ndepending on the market conditions and the Company\u2019s financial situation,\n in accordance with the applicable laws and regulations and the\naforementioned fund raising method.\n5.Amount limit of the private placement:\nNot exceeding 21 million shares of common stock in par value\n NTD $10 to conduct private placement, and to authorize the\n Board of Directors to execute the private placement in one closing\nwithin one year commencing from the date of the resolution of\nthe Shareholders\u2019 Meeting.\n6.Pricing basis of private placement and its reasonableness:\n(1) About the Company\u2019s private placement subscription price of\ncommon shares,the reference price shall be the higher of the following\n two calculations:\n (i) the simple average closing price of the common shares of the Company\nat the TPEx for either the 1, 3, or 5 business days before the price\ndetermination date, after adjustment for any distribution of stock\ndividends,cash dividends or capital reduction; and (ii) the simple average\n closing price of the common shares of the Company at the TPEx for the 30\nbusiness days before the price determination date, after adjustment for any\ndistribution of\n stock dividends, cash dividends, or capital reduction.\n(2) The price for common shares of this private placement shall be no lower\nthan 80% of the reference price. It is proposed that the shareholders meeting\n to authorize the Board of Directors to determine the actual price no lower\n than within the range approved by the shareholders meeting, depending on the\nstatus of specific persons contacted and market conditions in the future.\n(3) The Company\u2019s private placement subscription price of common shares is\n refer to the stock price of the Company\u2019s common shares, and also\nin accordance with the Directions for Public Companies Conducting Private\n Placements of Securities. It is considered that the price so determined\nshould be reasonable\n7.Use of the funds raised in the private placement:\nThe funds raised hereby is expected to be used to either invest in high\nend e-commerce products\u2019 related equipment\u2019s and technologies,\nincrease working capital, strengthen the financial structure, and\/or\nsupport the Company\u2019s long term development funding needs\n (one or several of these purposes.)\n8.Reasons for conducting non-public offering:\nBased on the status of the capital market, timeliness and feasibility of\n fundraising, issuance cost, and\/or the development of the Company,\nas well as for attracting strategic investors. The restricted transfer of\n privately placed securities can ensure the long term cooperation between\nthe Company and strategic investors, and strengthen the stability of the\nCompany\u2019s operations; therefore the Company shall conduct fundraising\n by private placement.\n9.Objections or qualified opinions from independent Board of Directors:None\n10.Actual price determination date:NA\n11.Reference price:NA\n12.Actual private placement price, and conversion or\nsubscription price:NA\n13.Rights and obligations of these new shares privately placed:\nIn principle, they are the same as for the Company's issued common stock\n. However, in accordance with Article 43-8 of the Securities and Exchange\n Act,these privately placed common shares are under specific circumstances,\nand may be freely transferred three years after delivery. Therefore,\nonce three years have elapsed since the private placement of common shares,\nretrospective public offering and listing and trading shall be reported\naccording to related laws and regulations.\n14.Reference date for any additional share exchange, stock\nswap, or subscription:NA\n15.Possible dilution of equity in case of any additional share\nexchange, stock swap, or subscription:NA\n16.For additional share exchange or subscription, possible\ninfluence of change in shareholding ratio of TPEx -listed\ncommon shares if all privately placed corporate bonds are\nconverted and shares subscribed for (no.of TPEx -listed\ncommon shares (a), (a) \/ outstanding common shares):NA\n17.Please explain any countermeasures for lower circulation\nin shareholding if the aforesaid estimated no.of TPEx -listed\ncommon shares does not reach 5 million and the ratio does not\n reach 25%:NA\n18.Any other matters that need to be specified:\nIf any revision to major matters regarding these privately placed\n common stocks is required by a competent authority or due to changes\n in objective circumstances, excluding the pricing percentage of private\nplacement, but including the issuance terms and conditions, the issue price,\n the shares issued, the total funds raised, the planning items and progress,\n the expected use of funds, the expected benefits possible, and any other\n matters not covered herein, the shareholders\u2019 meeting shall fully\nauthorize the Board to handle this.<\/pre>\t\t\t\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t","protected":false},"featured_media":0,"parent":0,"template":"","major-board":[],"investor":[57,56],"_links":{"self":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/21571"}],"collection":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor"}],"about":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/types\/investor"}],"version-history":[{"count":4,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/21571\/revisions"}],"predecessor-version":[{"id":21575,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/21571\/revisions\/21575"}],"wp:attachment":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/media?parent=21571"}],"wp:term":[{"taxonomy":"major-board","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/major-board?post=21571"},{"taxonomy":"investor","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor?post=21571"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}