Acter : Announced the plan for replacement of shares resolved by the board of directors due to the change in par value per share

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Provided by: ACTER GROUP CORPORATION LIMITED
SEQ_NO	2	Date of announcement	2022/08/05	Time of announcement	17:53:04
Subject	Announced the plan for replacement of shares resolved by the board of directors due to the change in par value per share
Date of events	2022/08/05	To which item it meets	paragraph 36
Statement	1.Date of the competent authority's approval of capital reduction:NA 2.Date of completion of capitalization change registration:2022/06/24 3.Effect on the financial statements (including any discrepancy between the amount of paid-in capital and the no.of shares outstanding, and the effect on net worth per share): (1)Before the change of par value per share: The company's par value per share was NT$10, paid-in capital was NT$573,039,950, outstanding shares were 57,303,995 shares, including 35,377 shares that converted from the 1st domestic unsecured convertible bonds but yet to undergo change of registration, and net worth per share was NT$95.99, which is calculated by dividing the 2022Q2 audited net worth by the aforementioned total outstanding shares. (2)After the change of par value per share: The company's par value per share is NT$5, paid-in capital is NT$573,039,950, outstanding shares are 114,607,990 shares, and net worth per share is NT$48, which is calculated by dividing the 2022Q2 audited net worth by the aforementioned total outstanding shares. 4.Plan for expected exchange of shares: A.The company's general shareholders' meeting resolved to amend the "Articles of Incorporation" and change the par value per share from NT$10 to NT$5 on May 26, 2022, which was further approved by the Ministry of Economic Affairs by the Letter Jing So Shang Zi No.11101100840 dated Jun. 24, 2022. This plan is established for replacement of shares due to the change in par value per share in 2022. B.Record date of replacement of shares：September 16, 2022 C.Name, number of shares, par value per shares and total monetary value of this replacement plan： (A)Name of replacement shares：Common shares of Acter Group Corporation Limited (B)Shares to be replaced：Outstanding shares amount to 57,303,995 with par value of NT$10, totaling NT$573,039,950, including 35,377 shares that converted from the 1st domestic unsecured convertible bonds but yet to undergo change of registration. (C)Shares after the replacement：Outstanding shares amount to 114,607,990 with par value of NT$5, totaling NT$573,039,950. (D)If the number of shares outstanding is affected due to any reason before the record date of replacement, then shares to be replaced will be calculated based on the number of shares held by each shareholder on the shareholders' roster at the record date for replacement of shares. 2 shares will be reissued for every share. D.These new shares for replacement adopt non-physical issuance and shall be registered and delivered through non-physical book entry by Taiwan Depository & Clearing Corporation (TDCC). E.The timetable for replacement is as follows： (A)The last trading day of the original shares is September 6, 2022. (B)The trading of original shares is suspended from September 7, 2022 to September 16, 2022. (C)The last date before book closure of original shares is September 11, 2022. (D)The book closure period for original shares is from September 12, 2022 to September 16, 2022. The suspended conversion period of the convertible bond is from August 19, 2022 to September 16, 2022. (E)The record date of replacement of shares and the effective date of the conversion price adjustment of convertible bond is September 16, 2022. (F)The first date on which the old shares are replaced with new shares is September 19, 2022. (G)TPEx listing and trading date for the new shares and TPEx listing termination date for original shares is September 19, 2022. (H)The originally traded shares may not be traded or settled since the date on which the new shares become listed. The rights and obligations of these shares for replacement (non-physical issuance) are the same as for the original shares. F.Procedure and location for replacement： (A)These new shares for replacement adopt non-physical issuance and shall be delivered through non-physical book entry. Shareholders who do not have a securities dealer's depository account, please open one with your current security firm as soon as possible to facilitate replacement processing. (B)The last date before book closure (September 11, 2022) falls on a holiday, so shareholders shall go in person to the KGI Securities Registry and Transfer Department (5F., No.2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)) for transfer of share ownership before 17:00 p.m. on September 8, 2022. Transfer must be performed by registered mail before September 11, 2022 (last day before book closure), and postmark shall serve as proof. (C)For those who participate in a centralized securities depository with TDCC, the stock transfer agent of the company will go through the transfer procedures according to the information provided by participants. The TDCC will replace all the shares which were deposited in depository accounts with non-physical new shares on the TPEx listing and trading date of the new shares, and no processing is necessary. (D)Location for replacement： KGI Securities Registry and Transfer Department Address: 5F., No.2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.). Tel: [phone]. G.Any issues not covered herein shall be subject to the Company Act or other related regulations. H.Upon the approval of the TPEx, the company will, before the date of closure of entries to the shareholders register, and within a time limit prescribed by the TPEx, submit the application and all relevant documents to the TPEx, and make a report through the Internet information reporting system designated by the TPEx. I.In order to cooperate with the schedule of the competent authority, the company will revise the estimated procedures according to the actual progress. 5.Estimated no.of listed common shares after capital reduction and new issue:NA 6.Estimated no.of listed common shares as a percentage of issued common shares after capital reduction and new issue (No.of common shares after capital reduction/No.of issued common shares):NA 7.Countermeasures for poor circulation of equity if the aforesaid estimated no.of listed common shares does not reach 5 million shares and the percentage does not reach 25% after capital reduction:NA 8.Any other matters that need to be specified: The change in par value per share from NT$10 to NT$5 was approved by the Ministry of Economic Affairs by the Letter Jing So Shang Zi No.11101100840 dated June 24, 2022 and was further approved by TPEx by the Letter Zheng-Gui-Jian No.1110006888 dated July 1, 2022.