Cyber Power : CyberPower Board of Directors resolved to issue new shares for cash capital increase or domestic unsecured convertible bonds by private placement

Close

Today's Information

Provided by: Cyber Power Systems, Inc.
SEQ_NO	3	Date of announcement	2022/03/23	Time of announcement	22:14:28
Subject	CyberPower Board of Directors resolved to issue new shares for cash capital increase or domestic unsecured convertible bonds by private placement
Date of events	2022/03/23	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/23 2.Types of securities privately placed: Common stock or domestic unsecured convertible bonds 3.Counterparties for private placement and their relationship with the Company:Strategic investors ; None 4.Number of shares or bonds privately placed: Within the limit of 15,000 thousand common shares or NT$ 1.5 billion domestic unsecured convertible bonds 5.Amount limit of the private placement: To issue new common shares for cash capital increase or domestic unsecured convertible bonds by private placement. If new common shares for cash capital increase were to be issued, the total number of shares issued shall not exceed 15,000 thousand shares; If domestic unsecured convertible bonds were to be issued, the cap of the total issue is tentatively set at NT$ 1.5 billion. It is intended to request the authorization by the shareholders' meeting for the Board of Directors to choose one or a combination of the aforementioned methods for issuing within one year from the resolution date of the shareholders' meeting, depending on market conditions or the Company's operating needs. 6.Pricing basis of private placement and its reasonableness: (1)Price of private placement common shares The reference price of the Company's private placement common shares is based on the higher of the following two benchmarks calculated： a.The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. b.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. The issue price of the private placement common shares should be not less than 80% of the reference price. (2)Private placement domestic unsecured convertible bonds The issue price of the Company's private placement domestic unsecured convertible bonds should be not less than 80% of the theoretical price. The theoretical price will be determined based on the pricing model selected that covers and considers all the rights included in the issue conditions. It should be set at a level not less than the 80% of the higher of the following two benchmark prices calculated: The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or 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. The issue conditions of the private placement domestic unsecured convertible bonds will be determined taking reference to the regulations of the "Taiwan Securities Association Self-Regulatory Rules Governing Underwriter Members' Guidance to Issuing Companies for Offering and Issuing Securities," relevant laws and regulation, and market practices. (3)The subscription price of the aforementioned private placement common shares and the issue price of the aforementioned private placement unsecured convertible bonds are determined taking reference to the Company's stock price and theoretical price, respectively, and are in compliance with the provisions of the Directions for Public Companies Conducting Private Placements of Securities, so they should be reasonable. 7.Use of the funds raised in this private placement: The funds raised this time will be used for capital expenditures, research and development expenses and the need to enrich working capital, which will improve the Company's financial structure, help the stable growth of the Company's operations, and positively benefit shareholders' equity. 8.Reason for conducting non-public offering: In order to ensure the timeliness and feasibility of fund raising, and effectively reduce the cost of capital, the Company intends to use private placement to issue private placement common shares for cash capital increase. In addition, by authorizing the Board of Directors to handle private placements in accordance with market conditions and the Company's actual needs, the flexibility and efficiency of the Company's fund-raising will be improved. The regulation on the transfer restrictions of the private placement securities within three years will further ensure the long-term cooperative relationship between the Company and strategic investors. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date: It is proposed for the authorization by the shareholders' meeting for the Board of Directors to set the actual issue price taking reference to the market and the Company's situation at the time, in accordance with the law and within the percentage and not less than the pricing basis resolved by the shareholders' meeting. 11.Reference price:Not determined. 12.Actual private placement price, and conversion or subscription price: It is proposed for the authorization by the shareholders' meeting for the Board of Directors to take reference to the market and the Company's situation at the time, in accordance with the law and within the percentage and not less than the pricing basis resolved by the shareholders' meeting. 13.Rights and obligations of these new shares privately placed: Besides the transfer limitation regulated by Article 43-8, Securities and Exchange Act, the rights and obligations of the new private placement common shares or the common shares converted from domestic unsecured convertible bonds are the same as the issued common shares. 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: The main content of this private placement plan, in addition to the pricing ratios, includes but not limited to matters such as the actual number of shares or amount issued, the subscription price or conversion price, the issue conditions or conversion methods, planned items, estimated schedule, expected benefits, and other unfinished matters. It is proposed for the authorization by the shareholders' meeting for the Board of Directors to adjust, formulate and handle the matters according to the market situations. In the future, the Board of Directors is also fully authorized to handle the matters in response to the instructions for revision by the competent authority or the needs to change based on operational evaluation or due to objective circumstances. In order to cooperate with the handling of the private placement securities, it is proposed for the authorization by the shareholders' meeting for the Chairman to sign and negotiate all contracts and documents related to this private placement plan, representing the Company, and handle all matters necessary for this private placement plan on behalf of the Company.