Wistron NeWeb : Announcement on the resolution of the BOD to conduct the 4th issuance of domestic unsecured convertible corporate bonds

Company code: 6285
No: 3
Subject: Announcement on the resolution of the BOD to conduct the 4th issuance of domestic unsecured convertible corporate bonds
To which item it meets--article 4 paragraph xx: 11
Date of events: 2023/05/10

Contents:

• Date of the board of directors resolution: 2023/05/10
• Name [issue no.__ of (secured, unsecured) corporate bonds of ___________ (company)]: Wistron NeWeb Corp., 4th issuance of domestic unsecured convertible corporate bonds.
• Whether to adopt shelf registration (Yes/No): No
• Total amount issued: The total amount of issued bonds is capped at NT$2,000,000,000.
• Face value per bond: NT$100,000
• Issue price: If underwriting is performed through book building, the issuance price will be 100% to 101% of par value. If underwriting is performed through competitive bidding, the minimum bid will be 102% of par value, and the actual issuance price will depend on the bidding results.
• Issuance period: 3 years
• Coupon rate: 0%
• Types, names, monetary values and stipulations of collaterals: N/A
• Use of the funds raised by the offering and utilization plan: Repay bank loans and improve WNC's financial structure.
• Underwriting method: Underwriting will be performed publicly through book building or competitive bidding.
• Trustees of the corporate bonds: The trustees have given the Chairman full authority to handle the issuance of the bonds.
• Underwriter or agent: KGI Securities Co., Ltd.
• Guarantor(s) for the issuance: N/A
• Agent for payment of the principal and interest: WNC's Shareholder Service Office
• Certifying institution: N/A
• Where convertible into shares, the rules for conversion: The conversion measures will be handled in accordance with relevant laws and regulations, and will be reported to the relevant competent authorities for approval before being announced in a separate announcement.
• Sell-back conditions: The conversion measures will be handled in accordance with relevant laws and regulations, and will be reported to the relevant competent authorities for approval before being announced in a separate announcement.
• Buyback conditions: The conversion measures will be handled in accordance with relevant laws and regulations, and will be reported to the relevant competent authorities for approval before being announced in a separate announcement.
• Reference date for any additional share exchange, stock swap, or subscription: The conversion measures will be handled in accordance with relevant laws and regulations, and will be reported to the relevant competent authorities for approval before being announced in a separate announcement.
• Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: The conversion measures will be handled in accordance with relevant laws and regulations, and will be reported to the relevant competent authorities for approval before being announced in a separate announcement.
• Any other matters that need to be specified: The Chairman will have full authority to make amendments or adjustments to key parts of the 4th issuance of domestic unsecured convertible corporate bonds, including but not limited to the underwriting method, issuance schedule, issuance amount, issuance price, issuance conditions, and issuance and conversion methods as well as the capital utilization items, sources of funding, expected progress of capital utilization, projected benefits of the issuance, and other relevant items, in response to instructions from the competent authority, changes to relevant laws and regulations, or factors in financial markets or the industry environment.