Wiwynn : Board of Directors resolved the issuance of new common shares for cash to sponsor issuance of GDR and/or issuance of new common shares for cash in public offering

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Provided by: Wiwynn Corporation
SEQ_NO	4	Date of announcement	2022/02/25	Time of announcement	17:42:53
Subject	Board of Directors resolved the issuance of new common shares for cash to sponsor issuance of GDR and/or issuance of new common shares for cash in public offering
Date of events	2022/02/25	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/02/25 2.Source of capital increase funds:Issuance of new common shares for cash to sponsor issuance of GDR and/or issuance of new common shares for cash in public offering 3.Whether to adopt shelf registration (Yes, please state issuance period/No): To be determined. 4.Total monetary value of the issuance and number of shares issued (shares issued not including those distributed to employees if consisting in capital increase from earnings or capital surplus): After the approval of the competent authority, it is proposed to authorize by the Board of Directors or the Chairman to decide. 5.If adopting shelf registration, monetary value and number of shares to be issued this time:To be determined. 6.The remaining monetary value and shares after this issuance when adopting shelf registration:To be determined. 7.Par value per share:NTD$10 8.Issue price:To be determined. 9.Number of shares subscribed for by or allocated to employees: 10%-15% of the new common shares shall be allocated for the employees' subscription. 10.Number of shares publicly sold:To be determined. 11.Ratio of shares subscribed by or allotted as stock dividends to existing shareholders: (1)Issuance of new common shares for cash to sponsor issuance of GDR: Except for 10% to 15% of new common shares shall be allocated for the employees' subscription in accordance with the applicable law, it is proposed for the shareholders meeting to approve the rights to the remaining 85% to 90% of the issuance shall be waived by the shareholders and should be offered to the public under Article 28-1 of "Securities and Exchange Act"as the underlying shares of GDR to be sold. (2)Issuance of new common shares for cash in public offering and it is proposed to authorize the Board of Directors to choose either of the following methods to sell the new shares in the public offering: A. Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267 of the"Company Act", the remaining 85% to 90% shares will be proposed to the shareholders' meeting to approve to waive the existing shareholders' pre-emptive rights in accordance with Article 28-1 of the"Securities and Exchange Act" and such remaining shares will be offered to the public via book building. B. Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267 of the"Company Act", it is proposed that 10% of the new shares to be sold to the public through the underwriter(s) in accordance with Article 28-1 of the "Securities and Exchange Act", the remaining 75% to 80% of the shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. 12.Handling method for fractional shares and shares unsubscripted for by the deadline: (1)Issuance of new common shares for cash to sponsor issuance of GDR: The unsubscribed portion of the reserved shares for employees, it is proposed to authorize the Chairman to assign specific persons to subscribe or to be participating as the original shares on the GDR. (2)Issuance of new common shares for cash in public offering: The unsubscribed portion of the reserved shares for employees and shareholders, it is proposed to authorize the Chairman to assign specific persons to subscribe at the issue price. 13.Rights and obligations of these newly issued shares: The new common shares will have the same rights and obligations as the Company's existing issued and outstanding common shares. 14.Utilization of the funds from the capital increase: The funding will be used to purchase overseas materials, or repay debt, or increase working capital, or invest abroad, or other needs for future development. 15.Any other matters that need to be specified: (1)It is proposed for the shareholders meeting to authorize the Board of Directors, within the limit of 17 million common shares, depending on the market conditions and the Company's needs, to choose appropriate timing and fund raising method(s), and in accordance with the applicable laws/ regulations and the following fund raising method principles, to choose one or a combination methods to issue new common shares to sponsor issuance of GDR and/or issue newcommon shares in public offering and/or issue new common shares in private placement and/or issue of new common shares to sponsor issuance of GDR in private placement. (2)It is proposed to authorize the Board of Director to determine, proceed or revise the issuance plan of new common shares to be issued to sponsor the GDR and the new common shares to be issued in public offering, new common shares in private placement and new common shares to sponsor issuance of GDR in private placement, including issue price, shares, terms and conditions, plan items, amount, record date, projected progresses and benefits, and any other item related to the issuance plan, based on market conditions. It is also proposed to authorize Board of Director to revise the issuance plan based on operation evaluation, environment changes or if receiving instructions from governmental authorities. (3)It is proposed to authorize the Chairman or the Chairman's designee, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with, issuance of new common shares to sponsor issuance of GDR and/ or issuance of new common shares in public offering and/ or issuance of new common shares in private placement and/ or issuance of new common shares to sponsor issuance of GDR in private placement.