Gemtek Technology : Resolution by the Board of Directors to issue common shares by raising capital through private placement

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Provided by: GEMTEK TECHNOLOGY Co.,Ltd
SEQ_NO	3	Date of announcement	2022/04/29	Time of announcement	23:29:51
Subject	Resolution by the Board of Directors to issue common shares by raising capital through private placement
Date of events	2022/04/29	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/29 2.Types of securities privately placed:ommon shares 3.Counterparties for private placement and their relationship with the Company:The private placement shall be conducted in accordance with Article 43-6 of Securities and Exchange Act and relevant regulations. There are no subscribers at the moment. 4.Number of shares or bonds privately placed:Within 40,000 thousand shares (inclusive). The private placement can be conducted for two times within one year after the date of resolution. 5.Amount limit of the private placement: Not exceeding 40,000 thousand shares 6.Pricing basis of private placement and its reasonableness: (1) The private placement price of the Company shall be no less than 80% of the higher of the following two calculation basis prior to the price determination date: a. The simple average closing price of the common shares of the company 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 of the company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. (2) On the basis that the actual pricing date and the actual private placement price is not lower than 80% of the higher price based on the aforementioned calculation approach, the board of directors shall be authorized by the shareholders meeting to determine the price after weighing the effects of specific persons and market conditions. (3) The pricing method of the private placement complies with the relevant regulations of the competent authority, and has taken the company's future prospects and stock market price into consideration, and therefore is deemed reasonable. 7.Use of the funds raised in this private placement:The private placement is to strengthen the company's financial structure and enhance future business development, such as the expansion of production capacity, supplementation of business funds, payment of loans, and engagement of strategic investors. 8.Reason for conducting non-public offering:Taking the following into consideration,the company plans to issue new shares through private placement to raise capital instead of public offering: capital market conditions, cost of issuance, the timeliness and feasibility of private placement, and restrictions regarding private equity shares not being able to transfer freely within three years. As a result, the company concludes that conducting private placement is more likely to ensure and strengthen closer relationships with strategic partners 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:N/A 11.Reference price:N/A 12.Actual private placement price, and conversion or subscription price:N/A 13.Rights and obligations of these new shares privately placed: The rights and obligations of private placement of new stocks are the same as the common stocks issued by the Company. According to Article 43-8 of the Exchange Act, private placements are not subject to the transfer objects and conditions stipulated in this article. Ordinary shares shall not be freely transferable within three years from the date of delivery. After three years from the delivery date, the company intends to obtain a consent letter approved by the Taiwan Stock Exchange that meets the listing standards in accordance with the Securities and Exchange Act and other relevant regulations, and then report to the competent authority for the supplementary public offering of private ordinary shares and application for listing and trading. 14.Record 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 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): N/A 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%: N/A 18.Any other matters that need to be specified: (1) Due to the actual issuance conditions, plans, use of funds, possible benefits, and other unsettled matters, if there is any correction by competent authorities or due to objective changes of the environment, the Board of Directors will be authorized by the Shareholders' Meeting to handle such matters depending on the market status and in accordance with the laws. (2) The specific investor shall be a strategic investor who is able to directly or indirectly promote the Company's business. The Chairman of the Board shall be authorized to process the selection in full power. It is expected that the private placement will not result in any major changes in the Company's operation.