Subject:The Company’s Board of Directors resolved to conduct private placement of common shares through cash capital increase

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Provided by: Excelliance MOS Corporation
SEQ_NO	3	Date of announcement	2022/04/14	Time of announcement	17:24:18
Subject	Subject:The Company's Board of Directors resolved to conduct private placement of common shares through cash capital increase
Date of events	2022/04/14	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/14 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: There is no specific candidate at this stage. 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", and those who are relevant to strengthen the technology, or business required for the Company's operations as strategic investors. The related matters to decide the selected subscriber are submitted to the shareholders' meeting to authorize the board of directors to handle such matters at its discretion. 4.Number of shares or bonds privately placed: The total number of issued common shares to be no more than 15,000 thousand shares. 5.Amount limit of the private placement: The total amount of common shares to be privately placed shall be no more than 15,000 thousand shares with per value of NT$10 and such amount shall be issued at once within one year from the resolution date of the shareholders' meeting. 6.Pricing basis of private placement and its reasonableness: (1)For pricing the subscription to common shares of this private placement, the reference price shall be the highest of either the simple arithmetic average of the closing price of the common s hares either on the first, third, or fifth business day immediately prior to the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction, or the simple arithmetic average of the closing price of the common shares 30 business days prior to the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (2)The subscription price for common shares of this private placement shall be no less than 80% of the reference price. It is proposed to for the shareholders meeting to authorize the Board of Directors to determine the actual price no lower than within the range approved by the shareholders meeting, depending on the status of specific perso ns contacted and market conditions in the future. (3)The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements, and based on the market condition. (4)The private placement price will be determined with reference to the company's operating performance, future prospects and recent stock price; and considering the restriction on the transfer of private placement securities within three years from the delivery date, it should be reasonable. 7.Use of the funds raised in the private placement: To develop new products and technologies, purchase R&D equipment, enrich working capital, expand markets, and increase domestic or overseas investment needs. 8.Reasons for conducting non-public offering: With consideration to time effectiveness and convenience of the private placement method, and to accommodate the Company's planning for development and attracting strategic investors, it is necessary to conduct private placement. 9.Objections or qualified opinions from independent Board of Directors:None. 10.Actual price determination date:N/A 11.Reference price:N/A 12.Actual private placement price, and conversion or subscription price:N/A 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. However, 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, according to relevant laws and regulations and obtaining a consent letter from OTC securities trading center that meets the OTC listing standards. And completing the review procedures for applying for supplementary issuance to the competent authority. After that, it could propose OTC transaction application. 14.Reference date for any additional share exchange, stock swap, or subscription:N/A 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:N/A 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TPEx -listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TPEx -listed common shares (a), (a) / outstanding common shares):N/A 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TPEx -listed common shares does not reach 5 million and the ratio does not reach 25%:N/A 18.Any other matters that need to be specified: The main contents of this private placement plan, in addition to the private placement pricing percentage, include the actual number of shares issued, issue price, issue conditions, planned projects and expected benefits and other related matters, as well as other unfinished matters or in the future if there is a change in laws or regulations or by the supervisor When the authority instructs to amend or needs to be amended according to the needs of this case, it is proposed to request the shareholders' meeting to authorize the board of directors to adjust, formulate and handle according to market conditions, and to request the shareholders' meeting to authorize the chairman to represent the company. The company signs all contracts and documents related to the issuance of ordinary shares by private placement, and handles all matters required for the company to issue ordinary shares by private placement.