Advanced Microelectronic Products: The Board of Directors of the Company has decided to proceed with a private placement of ordinary shares by capital increase in cash and of preferred shares A.
1.Date of the board of directors resolution:2022/02/21 2.Types of securities privately placed:common shares and/or Preferred shares A. 3.Counterparties for private placement and their relationship with the Company:The target of the private placement of common shares and private placement of Class A registered preference shares shall comply with Article 43-6 of the Securities and Exchange Act and the Order of the Financial Supervision and Administration Commission of the Executive Yuan on June 13,2002 (2002) Tai Cai Zheng Yi Zi No.0910003455 Relevant regulations such as the specified specific person limit shall be handled. 4.Number of shares or bonds privately placed:Calculated based on the actual number of issued shares. 5.Amount limit of the private placement:Within the quota of 30 million shares. 6.Pricing basis of private placement and its reasonableness: (1)The reference price of the private placement of common shares and private placement of Class A registered preference shares is determined based on the higher of the following two benchmarks: a.One, three or five business days before the pricing day, the simple arithmetic average of the closing price of the common stock is calculated,minus the ex-rights and dividends of the free allotment, and the stock price after capital reduction and anti-ex-rights are added back. b.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 share price after capital reduction and anti-ex-rights. (2)The actual issue price of the common stock price in this private placement shall be no less than 80% of the reference price as the basis for determining the private placement price. The actual issue price of the private placement class A registered preferred stock price shall be no less than 80% of the theoretical price as the basis for determining the private placement price.The model is set. 7.Use of the funds raised in the private placement: Enrich working capital and repay bank loans 8.Reasons for conducting non-public offering:At present, the company does have the need to inject funds. 9.Objections or qualified opinions from independent Board of Directors:N/A 10.Actual price determination date:The shareholders' meeting is requested to authorize the board of directors to make decisions based on the circumstances of a specific person to be negotiated in the future. 11.Reference price:Temporarily taking February 21,2022,the date of the board of directors as the pricing date,the reference price is tentatively determined as the simple arithmetic average of the closing prices of common shares 30 business days before the pricing date,deducting the ex-rights and dividends of the free allotment, and adding back the capital reduction and anti-ex-rights.Share price NT$11.70. 12.Actual private placement price, and conversion or subscription price:Tentatively set at NT$9.36 13.Rights and obligations of these new shares privately placed: The private placement of common shares, private placement of Class A registered preferred shares and the ordinary shares converted or allotted or subscribed thereafter shall,in accordance with the provisions of the Securities and Exchange Act,be within three years from the date of delivery, except in accordance with Article 43 of the Securities and Exchange Act. No further sale is allowed except for the transfer objects specified in Item 8.After three years from the delivery date, authorize the board of directors to decide whether to obtain a letter of consent for the issuance of OTC standards from the OTC Trading Center of the Republic of China in accordance with relevant regulations,and then submit the issuance procedures to the Financial Supervisory Commission and apply for OTC transactions. 14.Reference date for any additional share exchange, stock swap, or subscription:N/A 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:N/A 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):N/A 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%:N/A 18.Any other matters that need to be specified:It shall be handled in installments within one year from the date of resolution of the shareholders' meeting.