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

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Provided by: EZconn Corporation
SEQ_NO	5	Date of announcement	2022/03/24	Time of announcement	16:21:25
Subject	The Company's Board of Directors resolved to conduct private placement of common shares through cash capital increase
Date of events	2022/03/24	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/24 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: Prospective investors in the offering of new shares through private placement for this instance are limited to strategic investors as specified in Article 43-6 of the Securities and Exchange Act and Letter (2002)Tai-Cai-Zheng(I) Zi No., 0910003455 issued by the former Securities and Futures Commission of the Ministry of Finance dated 2002/06/13. No particular strategic investor has ever been contacted so far. 4.Number of shares or bonds privately placed: No more than 20,000,000 common shares 5.Amount limit of the private placement: No more than 20,000,000 common shares will be offered through private placement in 1 to 3 tranches in the year after the shareholders meeting has approved the motion. 6.Pricing basis of private placement and its reasonableness: 1.The reference price for this offering shall not fall below the price calculated under the following 2 standards, whichever is higher: (1)Take the simple arithmetic mean of closing price of common shares on the 1st, 3rd, or 5th trading day net of the portion of allotment of rights issues and dividend, and add back the reversal of rights issue after decapitalization. (2)The simple arithmetic mean of the 30 trading days prior to the pricing day net of the portion of allotment of rights issues and dividend, and add back the reversal of rights issues after decapitalization. 2.The offering price in this private placement shall not fall below 80% of the reference price. We ask the shareholders meeting to authorize the Board of Directors to set the price at no less than 80% of the reference price after this motion of offering new shares through private placement. 3.Rationality of pricing: In addition to the restriction for transfer within a period of 3 years for shares offered through private placement as required by the Securities and Exchange Act, the aforementioned offering price will be set in accordance with other applicable laws, market status and the market price of common share, which is justifiable. 4.We ask the shareholders meeting to authorize the Board of Directors to set the actual pricing day after liaison with prospective investors. 7.Use of the funds raised in this private placement: To the intense competition in the industry, and for the Company's future development needs, in order to increase the amount of the Company's working capital, and to improve its operating performance. 8.Reason for conducting non-public offering: The issuance of securities through public offering does not allow for the access to the capital in need in the short-term so far as the timeliness, convenience, cost of offering, feasibility, stability of stock price, and the uncertainty of the capital market are concerned. As such, raising new capital through the offering of common shares by private placement is adopted. 9.Objections or qualified opinions from independent 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 common shares offered through private placement for this instance will be the same as the outstanding common shares of the Company. However, it is explicitly stated in Article 43-8 of the Securities and Exchange Act shares offered through private placement are not permitted to resell within a period of 3 years after the day of delivery unless meeting the condition for assignment specified thereof. The Board of Directors should be authorized to apply with the securities exchange for issuing an approval letter for the listing of the common shares offered through private placement at the exchange 3 years after the delivery of these shares, and proceeding to the public offering procedure with Financial Supervisory Commission and apply for listing at the exchange. 14.Record 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 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):N/A 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%:N/A 18.Any other matters that need to be specified: The essence of the content of this motion of offering shares through private placement covers the quantity of shares for offering through private placement, the offering price, the condition for offering, the amount of capital expected to raise, planned projects, progress of capital utilization, expected benefitsand, and any other matters pertinent to the offering further to the pricing percentage. We ask the shareholders meeting to authorize the Board of Directors to make decision in these regards depending on market situation and the operation needs of the Company and in conformity to the requirements of the competent authority. In the event of change in the regulatory environment, the opinions of the competent authority or the objective environment that amendment shall become necessary, we ask the shareholders meeting to authorize the Board of Directors with full power of attorney to respond accordingly.