Advanced Power Electronics : The Company’s Board of Directors resolved to private placement and issuance of new shares

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Provided by: Advanced Power Electronics Co., Ltd.
SEQ_NO	4	Date of announcement	2022/02/24	Time of announcement	18:22:54
Subject	The Company's Board of Directors resolved to private placement and issuance of new shares
Date of events	2022/02/24	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/02/24 2.Types of securities privately placed:common shares 3.Counterparties for private placement and their relationship with the Company: There is no specific candidate at this stage. The counterparties for private placement will be limited to the specific parties provided under Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities", and those who are relevant to strengthen the technology, or business required for the Company's operations as strategic investors. The related matters to decide the selected subscriber are submitted to the shareholders' meeting to authorize the board of directors to handle such matters at its discretion. 4.Number of shares or bonds privately placed: The total number of issued common shares to be no more than 35 million shares. 5.Amount limit of the private placement: The total amount of common shares to be privately placed shall be no more than 35 million shares with par value of NT$10 and such amount shall be issued at once within one year from the resolution date of the shareholders' meeting. 6.Pricing basis of private placement and its reasonableness: (1)The reference price of private placement should not be lower than 80% of the higher price calculated based on the following two benchmarks before the price determination date. A.The simple average closing price of the common shares for either the 1,3 or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. B.The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (2)The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements, and based on the market condition. 7.Use of the funds raised in this private placement: replenishing working capital and repaying bank loans. 8.Reason for conducting non-public offering: In terms of the effectiveness, feasibility and issuance cost, private placement is more appropriate than the public offering in considering the current market. The 3-year lockup restriction of private placement shall reinforce the long term partnership between the Company and the strategic investors. Thus, the Company shall issue common shares in accordance with the private placement related legislations. 9.Objections or qualified opinions from independent directors:None. 10.Actual price determination date:NA. 11.Reference price:NA. 12.Actual private placement price, and conversion or subscription price: NA. 13.Rights and obligations of these new shares privately placed: The rights and obligations of the newly issued shares are the same as the original issued shares. In addition, in accordance with the Securities and Exchange Act, the shares of the Company's private offering shall not be transferred within three years from the date of delivery, except under the conditions stipulated in Article 43-8 of the Securities and Exchange Act. After three years from the delivery date thereof, the Company proposes that the Shareholders Meeting authorize the Board of Directors to apply to the Taiwan Stock Exchange Corporation based on the current situation for the issuance of a letter of approval on meeting the criteria for listing, and to make the subsequent filing with the competent authority for supplemental public issuance, as well as the application for listing transactions and related matters. 14.Record date for any additional share exchange, stock swap, or subscription:NA. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA. 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE - listed common shares (A), (A) / common shares issued):NA. 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%:NA. 18.Any other matters that need to be specified: The content of private placement except for the percentage of private placement pricing, actual issued price and fundraising amount, including conditions for issuance, items of the plan, estimated schedule, estimated potential benefits, the investment agreement of negotiation, discussion, signing and modification and all other matters relating to the issuing plan are proposed to be authorized to the chairman to adjust, stipulate, and handle according to market conditions in the extraordinary shareholders meeting. It is also proposed to authorize the Board of Directors to handle the situations with full authority, in case the amendment of the indication from the competent authorities or changes based on operation evaluation or needs from objective environment in the future.