Tainergy Tech : The Board of Directors resolved to request the Standing Meeting of Shareholders to authorize the Board of Directors to handle the private placement case

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Provided by: Tainergy Tech Co., Ltd.
SEQ_NO	5	Date of announcement	2022/03/16	Time of announcement	19:09:55
Subject	The Board of Directors resolved to request the Standing Meeting of Shareholders to authorize the Board of Directors to handle the private placement case
Date of events	2022/03/16	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/16 2.Types of securities privately placed:common shares 3.Counterparties for private placement and their relationship with the Company: (1)The method and purpose of the selection of the recruiter: must be a person who has a good understanding of the company's operations and is conducive to the future operation of the company, or a director and related person of the company. (2)Necessity: In order to improve the company's financial structure and strengthen its ability to repay debts, the introduction of the following funds from the following fundraisers can improve the overall financial constitution of the company. (3)Expected benefits: Through the participation of the recruiter, the huge cost of funds can be reduced, the company's financial structure can be improved, and the operational risk can be reduced. (4)The list of related parties or insiders who may be raised in this private placement of ordinary shares is as follows: KENMEC MECHANICAL ENGINEERING CO., LTD. /Insider (5)In addition to the above-mentioned possible recruits, there are currently no other candidates who have been agreed upon 4.Number of shares or bonds privately placed: Not to exceed 50 million ordinary shares 5.Amount limit of the private placement: It depends on the issue price and the actual number of shares issued. 6.Pricing basis of private placement and its reasonableness: (A)The determination of the price of the private placement of ordinary shares shall be not less than 80% of the higher price calculated on the following two benchmarks before the Company's pricing date. (a) The average simple arithmetic of the closing price of common stock is calculated on 1, 3 or 5 business days prior to the pricing date, less the gratuitous rights issue and dividends, plus the share price after the de-capitalization anti-dividend right. (b) The closing price of the common stock for the 30 business days prior to the pricing date is simply calculated as the average, less the gratuitous rights issue and dividends, and adds back the share price after the capital reduction and anti-division rights. (B)The actual issue price is authorized to be determined by the Board of Directors within a range not less than the percentage of the resolution of the shareholders' meeting, depending on the circumstances of the specific person and market conditions in the future. The pricing of private placement prices is determined by the decree promulgated by the competent authorities ,taking into account the three-year transfer limit of the Securities Exchange Law on private equity securities,the company's operating performance, future prospects and ordinary stock market prices, which should be reasonable. (C)If,in the future, due to market factors, the agreed subscription price is lower than the par value of the stock, it shall be reasonable because it has been handled in accordance with the pricing basis regulated by laws and regulations and has reflected the market price situation, and if the increase in accumulated losses has an impact on shareholders' equity, it will be treated in the future according to the company's operation and market conditions, in the future, it will be treated by capital reduction, surplus, capital reserve to make up for losses or other statutory means 7.Use of the funds raised in this private placement: To repay bank borrowings, replenish working capital or other funding needs for future development 8.Reason for conducting non-public offering: The Company intends to handle the capital increase through private placement in consideration of the current state of the capital market and the timeliness and feasibility of raising capital in order to obtain the required funds within the shortest period of time. 9.Objections or qualified opinions from independent directors: None 10.Actual price determination date:To be determined 11.Reference price:To be determined 12.Actual private placement price, and conversion or subscription price: To be determined 13.Rights and obligations of these new shares privately placed: The rights and obligations of the ordinary shares in this private placement are the same as those of the common shares issued by the Company, and the remaining restrictions shall not be transferred within three years from the date of delivery except for the transfer object stipulated in Article 43-8 of the Securities and Exchange Law, and after the expiration of the delivery date of three years, the Board of Directors shall be authorized to decide whether to apply to the TWSE for approval of the listing standards in accordance with the relevant regulations, and then complete the public offering procedures and apply for listing transactions with the FSCC 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 conditions for the issuance of the private placement of common shares, the planned projects, the progress of the use of funds, the expected benefits that may be generated and other outstanding In the future, if it is amended by the competent authorities and based on operational assessment or due to changes in the objective environment, it is proposed to request the General Meeting of Shareholders to authorize the Board of Directors to handle it at its sole discretion.