Wafer Works : Announcement of the Board of Directors resolution to conduct a private placement of common shares

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Provided by: WAFER WORKS CORPORATION
SEQ_NO	3	Date of announcement	2022/03/23	Time of announcement	18:04:54
Subject	Announcement of the Board of Directors resolution to conduct a private placement of common shares
Date of events	2022/03/23	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/23 2.Types of securities privately placed:private placement of common shares 3.Counterparties for private placement and their relationship with the Company:The counterparty for this private placement is limited to specific persons that meet the requirements of Article 43-6 of the Securities and Exchange Act as well as the Decree No.: (2002) Tai-Tsai-Cheng-1-Tsu-0910003455 issued by the Financial Supervisory Commission on June 13, 2002. When the subscriber is a strategic investor, an individual or legal person that helps the Company to improve technology, develop products, reduce costs, expand markets or strengthen customer relationships, etc. will be selected, so as to use his/her/its experience, technology, knowledge, reputation or access to enhance the Company's competitiveness, operational performance or profitability. 4.Number of shares or bonds privately placed:It is planned to be carried out within the limit of 50,000,000 shares (If it is a private placement of convertible corporate bonds, the total maximum amount is tentatively set at NT$2.5 billion) in two installments within one year from the date of the resolution of the shareholders' meeting. 5.Amount limit of the private placement:NT$500,000,000 6.Pricing basis of private placement and its reasonableness:The price of common shares in this private placement shall not be lower than 80% of the higher price calculated based on the following two methods: the average price per share based on the simple arithmetic average of the closing price of common shares for the 1, 3, or 5 business days prior to the pricing date, deducting the ex-rights and dividends of the free allotment, and adding back the capital reduction and anti-ex-rights; or the share price based on the simple arithmetic average of the closing price of common shares for the 30 business days prior to the pricing date, deducting the ex-rights and dividends of the free allotment, and adding back the capital reduction and anti-ex-rights. The actual pricing date is authorized to be determined by the Board of Directors depending on the situation of negotiations with specific persons in the future. The above-mentioned private placement price is determined in accordance with the relevant laws and regulations of the competent authority and thus should be reasonable. 7.Use of the funds raised in the private placement:Including but not limited to replenishing working capital or repaying bank borrowings. 8.Reasons for conducting non-public offering:After considering factors such as capital market conditions, financing timeliness, and issuance costs, it is believed that raising funds through private placement of securities will effectively improve the Company's mobility and flexibility in fundraising. Therefore, it is planned to raise funds from specific persons through private placement. In terms of introducing strategic investors in this private placement, it is considered that restrictions on transfer of securities privately placed can ensure a long-term cooperative relationship between the Company and strategic investors. In addition, since the purpose of the funds privately placed is to respond to the needs of the Company's operations and development, a private placement will positively contribute to the stability of the Company's operations and shareholder equity. 9.Objections or qualified opinions from independent Board of Directors: None 10.Actual price determination date:It will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine the price and handle the relevant matters in accordance with the then-prevailing market conditions; in the event of changes in laws and regulations in the future, revisions as instructed by the competent authority, or necessary changes based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority. 11.Reference price:It will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine the price and handle the relevant matters in accordance with the then-prevailing market conditions; in the event of changes in laws and regulations in the future, revisions as instructed by the competent authority, or necessary changes based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority. 12.Actual private placement price, and conversion or subscription price:It will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine the price and handle the relevant matters in accordance with the then-prevailing market conditions; in the event of changes in laws and regulations in the future, revisions as instructed by the competent authority, or necessary changes based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority. 13.Rights and obligations of these new shares privately placed:Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, the rights and obligations of the common shares in this private placement are the same as those of the issued common shares. 14.Reference date for any additional share exchange, stock swap, or subscription:Not applicable. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:Not applicable. 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):Not applicable. 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%:Not applicable. 18.Any other matters that need to be specified: (1) It will be carried out in two installments within one year from the date of the resolution of the shareholders' meeting. (2) In the event that changes in or revisions of the number of shares, issue price, issue conditions, project items, offering amount, purpose of funds, estimated progress, possible benefits, and other matters in relation to the issuance of common shares through private placement in this case as well as all other matters relevant to the issuance plan are required due to regulatory amendments or requirements of the competent authority as well as based on operational assessments or the impact of the objective circumstances, they will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine and handle the relevant matters in accordance with the then-prevailing market conditions; in the future, in case of necessary changes due to regulatory amendments, revision as instructed by the competent authority based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority.