{"id":24648,"date":"2025-01-09T16:13:55","date_gmt":"2025-01-09T08:13:55","guid":{"rendered":"https:\/\/corp.pchome.tw\/en\/?post_type=investor&#038;p=24648"},"modified":"2025-06-06T16:16:41","modified_gmt":"2025-06-06T08:16:41","slug":"the-board-of-directors-resolved-the-pricing-and-other-relevant-matters-of-common-shares-in-private-placement","status":"publish","type":"investor","link":"https:\/\/corp.pchome.tw\/en\/investor\/the-board-of-directors-resolved-the-pricing-and-other-relevant-matters-of-common-shares-in-private-placement\/","title":{"rendered":"The Board of Directors resolved the pricing and other relevant matters of common shares in private placement"},"content":{"rendered":"<pre>1.Date of the board of directors resolution:2025\/01\/09\r\n2.Types of securities privately placed:common shares\r\n3.Counterparties for private placement and their relationship\r\nwith the Company:\r\nThe investor(s) to subscribe to the Private Placement Shares\r\nshall meet the qualifications listed in Article 43-6 of the Security\r\n and Exchange Act, and Article reference number 1120383220\r\nof the Securities and Futures Bureau under the Financial Supervisory\r\nCommission R.O.C. (Taiwan). Investor will be Uni-President\r\nEnterprises Corporation (\u201dUPEC\u201d).\r\n4.Number of shares or bonds privately placed:\r\n61,694,120 common shares.\r\n5.Amount limit of the private placement:\r\nThe maximum of issued shares in the private placement\r\nis 61,694,120 shares. The Board of Directors is authorized\r\nto execute the private placement by one time within one year\r\n after the resolution date.\r\n6.Pricing basis of private placement and its reasonableness:\r\n(1)The reference price of the Private Placement Shares is the\r\n higher price of the following two pricing basis.\r\n   (i)The simple average closing price of the Company's common\r\n shares for either 1, 3 or 5 trading days prior to the pricing date,\r\n after adjustment for shares issued as stock dividends, shares\r\n cancelled in connection with capital reduction and the cash\r\ndividends.\r\n    (ii)The simple average closing price of the Company's common\r\n shares for 30 trading days prior to the pricing date, after adjustment\r\n for shares issued as stock dividends, shares cancelled in connection\r\n with capital reduction and the cash dividends.\r\nThe reference price is NT$49.22, which is the higher of\r\n (i) NT$43.58, the simple average closing price of the Company's\r\ncommon shares for 5 trading days prior to the pricing date, and\r\n(ii) NT$49.22, the simple average closing price of the Company's\r\ncommon shares for 30 trading days prior to the pricing date.\r\nSubscription price of the Private Placement Shares is NT$40.00,\r\n no less than 80% of the reference price, in accordance with the\r\nresolution of the shareholders\u2019 meeting and the Security and Exchange Act\r\nand regulations governing public companies issuing securities in private\r\nplacement. Therefore, the price determination for the subject private\r\nplacement shall be reasonable.\r\n7.Use of the funds raised in the private placement:\r\nTo increase working capital, or support the company\u2019s\r\nlong-term development\r\n8.Reasons for conducting non-public offering:\r\nIssuance of the Private Placement Shares is considered to be more\r\nefficient and suitable to accommodate the Company's development\r\nplanning.\r\n9.Objections or qualified opinions from independent Board of Directors:\r\nNone\r\n10.Actual price determination date:2025\/01\/09\r\n11.Reference price:NT$49.22\r\n12.Actual private placement price, and conversion or\r\nsubscription price: NT$40\r\n13.Rights and obligations of these new shares privately placed:\r\nIn principle, they are the same as for the\r\n Company's issued common stock. However,\r\nin accordance with Article 43-8 of the Securities\r\nand Exchange Act, these privately placed common\r\nshares are under specific circumstances and may be freely\r\ntransferred three years after delivery. Therefore, once three\r\n years have elapsed since the private placement of common\r\nshares, retrospective public offering and listing and trading\r\nshall be reported according to related laws and regulations.\r\n14.Reference date for any additional share exchange, stock\r\nswap, or subscription: N\/A\r\n15.Possible dilution of equity in case of any additional share\r\nexchange, stock swap, or subscription: N\/A\r\n16.For additional share exchange or subscription, possible\r\ninfluence of change in shareholding ratio of TPEx -listed\r\ncommon shares if all privately placed corporate bonds are\r\nconverted and shares subscribed for (no.of TPEx -listed\r\ncommon shares (a), (a) \/ outstanding common shares): N\/A\r\n17.Please explain any countermeasures for lower circulation\r\nin shareholding if the aforesaid estimated no.of TPEx -listed\r\ncommon shares does not reach 5 million and the ratio does not\r\n reach 25%: N\/A\r\n18.Any other matters that need to be specified:\r\n(1) The payment period of Private Placement Shares:\r\n     2025\/01\/09~2025\/01\/23.\r\n(2) The record date of rights issuance of Private Placement Shares:\r\n     2025\/01\/23.\r\n(3) The Chairman of the Company, and\/or other designated person are\r\nauthorized by The Extraordinary General Meeting on December 19th, 2024\r\nto decide or adjust, in accordance with prevailing market conditions and\r\nregulatory requirements, the terms of Private Placement shares, including\r\nuse of funds, timetable, expected benefits, and other relevant matters.\r\n Itisproposed to authorize the Chairman or their designated representative\r\n to undertake all matters related to the private placement of common shares,\r\nincluding signing, amendment, and negotiation of any agreements or\r\ndocuments regarding to the private placement, and other relevant matters\r\nnot explicitly addressed.<\/pre>\n","protected":false},"featured_media":0,"parent":0,"template":"","major-board":[176],"investor":[174],"_links":{"self":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/24648"}],"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":1,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/24648\/revisions"}],"predecessor-version":[{"id":24649,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/24648\/revisions\/24649"}],"wp:attachment":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/media?parent=24648"}],"wp:term":[{"taxonomy":"major-board","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/major-board?post=24648"},{"taxonomy":"investor","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor?post=24648"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}