{"id":24666,"date":"2024-10-23T16:42:10","date_gmt":"2024-10-23T08:42:10","guid":{"rendered":"https:\/\/corp.pchome.tw\/en\/?post_type=investor&#038;p=24666"},"modified":"2025-06-06T16:43:00","modified_gmt":"2025-06-06T08:43:00","slug":"to-announce-private-placement-approved-by-the-board-of-directors","status":"publish","type":"investor","link":"https:\/\/corp.pchome.tw\/en\/investor\/to-announce-private-placement-approved-by-the-board-of-directors\/","title":{"rendered":"To Announce Private Placement Approved by the Board of Directors"},"content":{"rendered":"<pre>1.Date of the board of directors resolution:2024\/10\/23\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\r\nSecurity and Exchange Act, and Article reference number\r\n1120383220 of the Securities and Futures Bureau\r\nunder the Financial Supervisory Commission R.O.C. (Taiwan).\r\nInvestor will be Uni-President Enterprises\r\nCorporation (\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\r\n the higher price of the following two pricing basis.\r\n   (1.1)The simple average closing price of the Company's\r\ncommon shares for either 1, 3 or 5 trading days prior to the\r\npricing date, after adjustment for shares issued as stock\r\ndividends,shares cancelled in connection with capital\r\nreduction and the cash dividends.\r\n   (1.2)The simple average closing price of the Company's\r\ncommon shares for 30 trading days prior to the pricing date,\r\n after adjustment for shares issued as stock dividends,\r\nshares cancelled in connection\r\n with capital reduction and the cash dividends.\r\n(2) Subscription price of the Private Placement Shares is no\r\nless than 80% of the reference price, and shall be submitted\r\nto the shareholders' meeting for authoring the board of\r\ndirectors to make the decision\r\n based on prevailing market conditions, objective factors, and\r\napplicable legal regulations.\r\n(3) The price determination above will not harm shareholders'\r\nrights and will be conducted in compliance with relevant regulatory\r\n requirements. 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\r\n considered to be more efficient and suitable to\r\naccommodate the Company's development planning.\r\n9.Objections or qualified opinions from independent Board of Directors:\r\nNone\r\n10.Actual price determination date:shall be submitted to the\r\n shareholders' meeting for authoring the board of\r\n directors to make the decision.\r\n11.Reference price:shall be submitted to the\r\n shareholders' meeting for authoring the board of\r\n directors to make the decision.\r\n12.Actual private placement price, and conversion or\r\nsubscription price:shall be submitted to the\r\n shareholders' meeting for authoring the board of\r\n directors to make the decision.\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 Board of Directors has authorized the Chairman,\r\n the Independent Director(s) of the Company, and\/or a\r\ndesignated person to sign and negotiate all contracts\r\nand documents relating to private placement of common\r\nshares on behalf of the Company, and to handle all\r\n necessary matters regarding to private placement of\r\ncommon shares for the company.\r\n(2) The terms of Private Placement shares, including\r\nsubscription pricing date, actual subscription price, amount\r\nof issuance, terms of issuance, and total monetary amount\r\nof private placement, record date of rights issuance, use of\r\nfunds, timetable, and other relevant matters are proposed\r\n for the special shareholders' meeting to authorize the Board\r\nof Directors to approve, execute, or adjust. In the case of\r\nchange in regulations, amendment request by the regulators,\r\nor change of market condition, it is also proposed for the special\r\n shareholders' meeting to authorize the Board of Directors to\r\nevaluate and determine the best solution.\r\n(3) In compliance of issuing the Private Placement Shares,\r\nthe Board of Directors has proposed for the special shareholders'\r\nmeeting to authorize the Chairman of the Company, the Independent\r\n Director(s) of the Company, and\/or other designated person to\r\n negotiate, sign, and execute on any agreements or documents\r\nregarding to the private placement on behalf of the Company.<\/pre>\n","protected":false},"featured_media":0,"parent":0,"template":"","major-board":[175],"investor":[173],"_links":{"self":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/24666"}],"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\/24666\/revisions"}],"predecessor-version":[{"id":24667,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor\/24666\/revisions\/24667"}],"wp:attachment":[{"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/media?parent=24666"}],"wp:term":[{"taxonomy":"major-board","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/major-board?post=24666"},{"taxonomy":"investor","embeddable":true,"href":"https:\/\/corp.pchome.tw\/en\/wp-json\/wp\/v2\/investor?post=24666"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}