Advanced Power Electronics : The Board of the Company made a Resolution on the Pricing of Private Placement,Subscribers, and the relevant matters

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Provided by: Advanced Power Electronics Co., Ltd.
SEQ_NO	1	Date of announcement	2022/05/20	Time of announcement	17:14:48
Subject	The Board of the Company made a Resolution on the Pricing of Private Placement,Subscribers, and the relevant matters
Date of events	2022/05/20	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/05/20 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: A.The counterparties for private placement will be limited to the specific parties provided under Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities" B.List of Subscriber: XSemi Corporation has no relationship with the Company. C.Major Shareholders of Subscriber and Relationship with the Company: YAGEO Corporation (shareholding percentage 46.67%) has no relationship with the Company. Bon Shin International Investments Co., Ltd.(shareholding percentage 45.00%) has no relationship with the Company. Kuo-Shin Investment Limited (shareholding percentage 8.33%)has no relationship with the Company. 4.Number of shares or bonds privately placed:35,000,000 shares 5.Amount limit of the private placement:35,000,000 shares 6.Pricing basis of private placement and its reasonableness: The private placement pricing is based on the resolution of the shareholders' meeting on April 13, 2022. The date of the board meeting is May 20, 2022 as the pricing determination date. The simple average closing price of the common shares for either the 1,3 or 5 business days before the price determination date are NT$110.50, NT$109.83 and NT$109.10 respectively. NT$103.10 is the benchmark price after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction is NT$96.82. The higher price among the above two calculation bases is set as the reference price. Therefore, the reference price of the Private Placement is NT$103.10. The actual private placement price is set at NT$82.48 per share, which is 80.00% of the reference price, which is within the range of 80% of the higher of the price calculated by the shareholders meeting resolution based on the above two benchmarks. Therefore, the method and conditions for setting the price of this private placement are in line with the laws and regulations and should be reasonable. 7.Use of the funds raised in this private placement: replenishing working capital and repaying bank loans. 8.Reason for conducting non-public offering: In terms of the effectiveness, feasibility and issuance cost, private placement is more appropriate than the public offering in considering the current market. The 3-year lockup restriction of private placement shall reinforce the long term partnership between the Company and the strategic investors. Thus, the Company shall issue common shares in accordance with the private placement related legislations. 9.Objections or qualified opinions from independent directors:None. 10.Actual price determination date:2022/05/20 11.Reference price:NT$103.10 12.Actual private placement price, and conversion or subscription price: NT$82.48 13.Rights and obligations of these new shares privately placed: The rights and obligations of the newly issued shares are the same as the original issued shares. In addition, in accordance with the Securities and Exchange Act, the shares of the Company's private offering shall not be transferred within three years from the date of delivery, except under the conditions stipulated in Article 43-8 of the Securities and Exchange Act. After three years from the delivery date thereof, the Company proposes that the Shareholders Meeting authorize the Board of Directors to apply to the Taiwan Stock Exchange Corporation based on the current situation for the issuance of a letter of approval on meeting the criteria for listing, and to make the subsequent filing with the competent authority for supplemental public issuance, as well as the application for listing transactions and related matters. 14.Record date for any additional share exchange, stock swap, or subscription:NA. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA. 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE - listed common shares (A), (A) / common shares issued):NA. 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%:NA. 18.Any other matters that need to be specified: A.The record date of the private placement of common shares in the capital increase is set on 2022/05/31. B.It is approved to request the shareholders' meeting having the Chairman authorized to handle all the operations related to the private placement of common shares and other unresolved matters; also, to sign all contracts or documents related to the issuance of the private common shares on behalfof the Company.