Tai Saw Technology : The Board resolution of issuance of new common shares for cash with private plancement ("Private Placement Shares")

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Provided by: TAI-SAW TECHNOLOGY CO.,LTD.
SEQ_NO	5	Date of announcement	2022/03/17	Time of announcement	19:13:05
Subject	The Board resolution of issuance of new common shares for cash with private plancement ("Private Placement Shares")
Date of events	2022/03/17	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/17 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company:The investors to subscribe the Private Placement Shares shall meet the qualifications listed in Article 43-6 of the Securities and Exchange Law and are limited to strategic investor(s) that could benefit the Company's long term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investor(s). 4.Number of shares or bonds privately placed:15,000,000 shares 5.Amount limit of the private placement:It will be proposed to the upcoming shareholders meeting to authorize the Board of Directors ("Board"), within the limit of 15,000,000 common shares, depending on the market conditions and the Company's capital needs,to issue new common shares for cash to sponsor 6.Pricing basis of private placement and its reasonableness:(1)The higher of (x) the simple average closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company's common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference subscription price of the Private Placement Shares. (2)The issue price of the Private Placement Shares shall be no less than 85% of the reference subscription price. It is proposed to authorize the board of directors to decide the actual issue price within the range approved by the shareholders meeting, depending on the status of finding specific investor(s) and market conditions. (3)As subscription price of the Private Placement Shares will be determined with reference to the price of the Company's common shares in accordance with the regulations governing public companies issuing securities in private placement, thus, the price should be deemed reasonable. 7.Use of the funds raised in the private placement:The Company plans to use the funds raised from Private Placement shall be used in strategic development, increasing working capital, strengthen financial structure and/or support the Company's needs of funding for long-term development. 8.Reasons for conducting non-public offering:Considering the effectiveness and convenience for issuance of the Private Placement Shares and accommodating the Company's development planning, including inviting strategic investor(s), it would be necessary to issue the Private Placement Shares. 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: For the Private Placement Shares, after expiration of three years following delivery date of the Private Placement Shares the Board is authorized to apply for approval from the Taipei Exchange ("TPEx") acknowledging that the Private Placement Shares has met the requirements for TPEx listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TPEx for listing such shares on TPEx. the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement Shares will have the same rights and obligations as the Company's existing issued and outstanding common shares. 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: It will be proposed that the coming shareholders meeting to authorize the Board of Directors ("Board"), within the limit of 15,000,000 common shares, depending on the market conditions and the Company's capital needs,to issue new common shares for cash to sponsor