Hotai Finance : (Supplement)Announcement for issuing preferred shares A for capital raising with its terms and record date

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Provided by: HOTAI FINANCE CO., LTD.
SEQ_NO	3	Date of announcement	2022/08/19	Time of announcement	18:33:11
Subject	(Supplement)Announcement for issuing preferred shares A for capital raising with its terms and record date
Date of events	2022/08/19	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution or decision by the Company for record date:2022/08/11 2.Whether to adopt shelf registration (Yes, please state issuance period /No): No 3.Effective registration date approved by competent authority:2022/08/10 4.Date of the board of directors resolution for (additional) issuance of shares:NA 5.Total monetary value of the issuance and number of shares issued: (Supplement)Total monetary value of the issuance is NT$ 5 billion and the numberof shares issued is 50,000,000 shares. 6.If adopting shelf registration, monetary value and number of shares to be issued this time:NA 7.The remaining monetary value and shares after this issuance when adopting shelf registration:NA 8.Par Value per share:NT$10 9.Issue price:(Supplement) NT$100 10.Number of shares subscribed for by employees:10% of total issued shares,amounts to 5,000,000 shares. 11.Ratio of shares subscribed for by existing shareholders:80% of total issued shares, amounts to 40,000,000 shares. The actual subscription ratio should be based on the shareholders'list on the record date. 12.Method for public sale and no.of shares:10% of total issued shares is sold publicly, amounts 5,000,000 shares. 13.Handling method for fractional shares and shares unsubscripted for by the deadline:Any fractional shares which are less than one full share, the shareholders concerned may arrange for pooling together of their fractional shares to form one full share within 5 days after the book closure date. Shares left unsubscribed by the original shareholders and employees will be purchased at issue price by specific person designated by the Chairman as authorized by the board. 14.Rights and obligations of these newly issued shares: (1) The fiscal year-end earnings of the Company shall be applied to the following uses in order: payments of taxes, making-up of deficit, legal reserve, special reserve by law, and the remaining shall be paid to holders of preferred shares as the current year's dividends. (2) (Supplement) The dividends rate is set at 4.2% (5Y IRS 1.1175%+3.0825%) per annum of the issue price at the pricing day. 5-year IRS will be reset on the next business day after each fifth anniversary day after issuance thereafter. The pricing date for reset is the second business day of financial sector in Taipei immediatly preceding each reset date. The 5-year IRS rate is the arithmetic mean of 5-year IRS rates appearing on Reuters pages "PYTWD01" and "COSMOS3" at 11:00 a.m. (Taipei time) on the relevant pricing date for reset. If such rate cannot be obtained, the company will determine the rate based on reasonable market price with good faith. The dividend rate will be announced on the pricing date. The Board shall be authorized to set the payment date for the distribution of the payable preferred share dividends for the previous year. In the year of issuance and redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the preferred shares remained outstanding in that year. (3) The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute dividends of preferred shares in the following circumstances:(a) there are no earnings in a fiscal year, (b) the earnings are insufficient to distribute dividends of preferred shares. The cancellation of dividend payment should not constitute an event of default. The preferred shares are noncumulative, and the preferred shareholders do not have the right to claim any of the unpaid or omitted dividends in the future. (4) Not entitled to common shares' cash or stock dividends derived from earnings or capital reserve. (5) The order of claim for distribution of property is prior to ordinary shares. The claim of all series of preferred shareholders are equal, but subordinate to the holders of debts. The repayment shall be capped at the respective issue amount of preferred shares upon liquidation. (6) Preferred shareholders do not have voting rights or suffrage. However, they have voting rights with respect to agendas related to the rights and obligations of preferred shares in shareholders' meetings. (7) Cannot be converted to common shares and Holders do not have the right to request the company to redeem preferred shares. (8) Preferred Shares A shareholders have the same pre-emptive right as common shareholders for newly issued shares. (9) The preferred shares are perpetual. Preferred shares may be redeemed in whole or in part at issue price anytime after five years of issuance at the option of the Company. 15.Utilization of the funds from the current capital increase:Repay existing borrowings. 16.Record date of cash capital increase and share subscription:2022/09/03 17.Last date before book closure:2022/08/29 18.Book closure starting date:2022/08/30 19.Book closure ending date:2022/09/03 20.Payment period: Original shareholders and employees payment period 2022/09/06~2022/09/13 21.Date of the agreement with the banks to collect and deposit the proceeds: (Supplement) 2022/08/18 22.Name of the institution designated to collect the proceeds: (Supplement) Taishin International Bank Dunnan Branch. 23.Name of the bank designated to deposit the proceeds: (Supplement) Taishin International Bank Jianpei Branch. 24.Any other matters that need to be specified: (1)The issuance have been approved by FSC on 2022/08/10 (No.1110350832). (2)Ex-dividend date:2022/08/26 (3)Preferred shares A will be listed on TWSE.