Apacer Technology : Board of directors resolved the issuance of new common shares for cash.

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Provided by: Apacer Technology Inc.
SEQ_NO	4	Date of announcement	2022/04/19	Time of announcement	17:16:36
Subject	Board of directors resolved the issuance of new common shares for cash.
Date of events	2022/04/19	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/19 2.Types of securities privately placed:common shares. 3.Counterparties for private placement and their relationship with the Company: with the Company:The means of selecting the specified persons is pursuant to Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission, Execution Yuan Letter (91) Tai-Cai-Zheng-Yi No. 0910003455, dated June 13, 2002; and the investor of the Private Placement is limited to strategic investors. 4.Number of shares or bonds privately placed: Issue not more than 11,000,000 new shares of privately placed common shares. 5.Amount limit of the private placement: Issue not more than 11,000,000 new shares of privately placed common shares. 6.Pricing basis of private placement and its reasonableness: A.For setting the offering price of privately placed shares,the offering price shall be not lower than 80% of the higher price of the following two calculations: 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. B. Subject to the resolutions in the shareholder's meeting, the price determination date, actual private placement pricing are proposed to authorize the Board to determine after taking into consideration of the actual specific subscribers and market status. C. The determination of the Private Placement price shall be based on the regulations of Directions for Public Companies Conducting Private Placements of Securities. Additionally, in consideration of the company's future development, the legal restriction to the transfer of the privately placed securities from timing, transferee to quantity together with the prohibition of OTC listing requirements within 3 years, thus the price should be considered reasonable and will not have material impact on shareholders' equity. 7.Use of the funds raised in this private placement: The company plans to do private placement one or two times within one year since the date of the resolution of the shareholders meeting. 8.Reason for conducting non-public offering: Considering the capital market conditions, the issuance costs, efficiency and feasibility for fund raising private placement's, as well as the method of private placement have the characteristics of quick and simple procedure of offering new shares and the limitation of transferring shares for 3 full years, that can more ensure the long-term relationship with the strategic partners. So, we decide to conduct the method of private placement instead of the public offering. 9.Objections or qualified opinions from independent directors: None. 10.Actual price determination date: Not applicable. 11.Reference price: Not applicable. 12.Actual private placement price, and conversion or subscription price: Not applicable. 13.Rights and obligations of these new shares privately placed: In principle, all the rights and obligations for the privately placed common shares are the same as those for the issued common shares of the Company. However, according to the Securities Exchange Act, except for being transferred to a transferee matching the requirement under Article 43-8 of the Securities Exchange Act, the privately placed common shares shall not be transferred for three years after the closing date. After three year period expires, according to related regulations, the Company shall, after obtaining an approval letter issued by the Taipei Exchange (GreTai Securities Market) ("TPEx" hereafter) acknowledging that the securities have met the listing criteria, apply with the competent authorities for public issuance and TPEx listing of such privately placed common shares. 14.Record date for any additional share exchange, stock swap, or subscription: Not applicable. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: Not applicable. 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): Not applicable. 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%: Not applicable. 18.Any other matters that need to be specified: A.It is proposed that the Shareholders' Meeting authorizes the Board of Directors with full power and authority to determine the important matters in connection with this private placement, including the number of shares to be issued, the issuing price, terms and conditions of the private placement, subscriber selecting method, fund utilization plan, detailed plan items, expected process and anticipated benefits and other related issues. If change of circumstance due to amendment to the laws and regulations, the competent authorities' instruction, market condition change or environment impact, it is also proposed that the Shareholders' Meeting authorizes the Board of Directors with full power and authority to handle all related matters. B.In addition to aforementioned authorization scope, it is also proposed that the Shareholders' Meeting authorizes the Chairman negotiate, amend and sign all related contracts or documents on behalf of the Company and to handle all matters related to this private placement.