Leader Electronics : The Board resolved to issue new common shares for cash in private placement ("Private Placement Shares")

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Provided by: Leader Electronics Inc.
SEQ_NO	9	Date of announcement	2022/03/21	Time of announcement	18:26:38
Subject	The Board resolved to issue new common shares for cash in private placement ("Private Placement Shares")
Date of events	2022/03/21	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/21 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: The investors to subscribe the Private Placement Shares shall meet the qualifications listed in Article 43-6 of Securities and Exchange Law/13 June 2002 per Order No. Finance-Supervisory-Securities-I- 0910003455 of the Financial Supervisory Commission, Executive Yuan. 4.Number of shares or bonds privately placed: It will be proposed that the shareholders meeting to authorize the Board, within the limit of 30,000,000 shares. 5.Amount limit of the private placement: Within 30,000,000 Common shares, may be carried out by three installments within one year of the date of shareholders meeting. 6.Pricing basis of private placement and its reasonableness: (1)The higher of (x) the simple average closing price of the Company's common shares for either 1,3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company's common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference price of the Private Placement Shares. (2)The issue price of the Private Placement Shares shall be not less than 80% of the reference price. It is proposed to authorize the board of the directors to decide the actual issue price within the range approved by shareholders meeting, depends on the status of finding specific investor(s) and market conditions. (3)The reference price of this private placement is set in accordance with laws and regulations. If the future market price is so low that the issue price is lower than the par value of the stock, the difference will be offset against the capital surplus. If it is insufficient, the amount under the retained surplus will be debited Accumulated losses will be handled in the future depending on the company's operating conditions and surplus, make up for public reserves or other methods, and there should be no significant impact on shareholders' equity. (4)Considering that the transfer timing, target and quantity of private placement shares are strictly limited, including lock-up period of 3 years and poor liquidity.Subscription price of the Private Placement Shares will be determined with reference to the price of the Company's common shares in accordance with the regulations governing public companies issuing securities in private placement, thus the price should be reasonable. 7.Use of the funds raised in this private placement:To enrich working capital 8.Reason for conducting non-public offering: Considering the effectiveness and convenience for issuance of the Private Placement Shares to accommodate the Company's development planning, including inviting the strategic investor(s),it also could make sure the long term partnership between the Company and the strategic investor(s) because of 3 years lock-up period for private placement. 9.Objections or qualified opinions from independent directors:NA 10.Actual price determination date:Undecided 11.Reference price:Undecided 12.Actual private placement price, and conversion or subscription price: Undecided 13.Rights and obligations of these new shares privately placed: (1)The rights and obligations of the private placement shares shall be the same with common shares issued by the Company. The Private Placement Sharescould not be resold during 3 full years after the delivery date of the privately placed securities in accordance with laws except for No.43-8 of Securities and Exchange Act. (2)Board of Directors could be approved to apply the TWSE for a letter of approval at least 3 full years after the delivery date of the privately placed securities, depends on current conditions. And the company could arrange with the FSC for a public offering, apply to the Stock Exchange for listing. 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 main content of this private placement plan, in addition to the number of private placement pricing, includes the number of private placement shares, issuance price, issuance conditions, fundraising amount or other related matters, etc., will be based on the resolutions of the shareholders' meeting as the final decision. In the event of changes, amendments approved by the competent authority, amendments based on operational assessments or changesdue to changes in objective environmental factors, the board of directors shall be authorized to handle them with full authority.