Hiyes International : The board of directors passed the resolution to handle the private placement of domestic corporate bonds

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Provided by: Hiyes International Co., Ltd.
SEQ_NO	7	Date of announcement	2022/04/22	Time of announcement	19:00:31
Subject	The board of directors passed the resolution to handle the private placement of domestic corporate bonds
Date of events	2022/04/22	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/22 2.Name of the corporate bonds:The private of domestic convertible corporate bond 3.Total amount issued:Request the shareholders' meeting to authorize the board of directors to choose the issue time, methods and conversion price with the amount less than 20 million ordinary shares depending on the market environment and the company needs. 4.Face value per bond:Authorize the Board of Directors to determine 5.Issue price:The issuance price should not be lower than 80% of the theoretical price 6.Issuance period:Authorize the Board of Directors to determine 7.Coupon rate:Authorize the Board of Directors to determine 8.Types, names, monetary values and stipulations of collaterals:NA 9.Use of the funds raised by the offering and utilization plan: This fund raising is expected to replenish working capital, improve financial structure or support other long-term development of the company. 10.Trustees of the corporate bonds:NA 11.Guarantor(s) for the issuance:NA 12.Agent for payment of the principal and interest:Authorize the Board of Directors to determine 13.Sell-back conditions:Authorize the Board of Directors to determine 14.Buyback conditions:Authorize the Board of Directors to determine 15.Record date for any additional share exchange, stock swap, or subscription: NA 16.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA 17.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 18.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE-listed common shares does not reach 60 million and the ratio does not reach 25%:NA 19.Any other matters that need to be specified: (1)The private placement conversion of domestic convertible corporate bond and the ordinary shares to be replaced are all issued or delivered intangible. Except that private placement are subject to transfer restrictions within three years after delivery in accordance with Article 43-8 of the Securities and Exchange Act, the rights and obligations of the ordinary shares to be converted from the privately offered convertible corporate bonds issued this time are the same as those of the original ordinary shares. (2)In response to market changes and particular reason for not using other financing methods, the company may issue the convertible bonds in discount. Considering the company's stable operation and financial structure it is appropriate to use equity-related financing tools than liability to improve the company's financial structure and benefit the company's long-term development. If the conversion price per share is lower than the par value, it is expected that the company's book capital reserve or retained earnings will decrease, which will be made up in the future depending according to the actual operating conditions. The issuance price and conversion price will be determined in accordance with the regulations of the competent authority. The company's financial structure will be effectively improved, which will be beneficial to the company's long-term development, and there should be no adverse impact on shareholders' equity. (3)After this private placement of the domestic convertible corporate bonds has been approved by the shareholders meeting, the issuance and conversion of this convertible bond, fund utilization plan, expected benefits and other related matters, etc., will submit to the board of directors. And the board is authorized to formulate, adjust and fully handle the issue according to the company's actual needs, market conditions and relevant laws and regulations in the future.