Jochu Technology : The Board of Directors resolved today the private placement proposals to be submitted to the coming shareholders meeting for decision

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Provided by: JOCHU TECHNOLOGY CO., LTD.
SEQ_NO	2	Date of announcement	2022/04/15	Time of announcement	18:45:02
Subject	The Board of Directors resolved today the private placement proposals to be submitted to the coming shareholders meeting for decision
Date of events	2022/04/15	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/15 2.Types of securities privately placed: Common Shares and/or domestic and/or overseas convertible bonds. 3.Counterparties for private placement and their relationship with the Company: The Company will select the specified subscribers in accordance with Article 43-6 of Securities and Exchange Act. If a strategic investor is targeted, only those individual and/or legal entities which may help the Company in improving its technologies, developing products, reducing cost, enlarging market shares, and/or strengthen customers relationships, etc. will be selected to enhance the Company's competitiveness, business operation, and/or profitability through the strategic investors' experience, technology, knowledge, brand, or distribution channels. 4.Number of shares or bonds privately placed: Not exceed 50,000 thousand common shares 5.Amount limit of the private placement: Not exceed 50,000 thousand common shares 6.Pricing basis of private placement and its reasonableness: (1)The price of the private placement shares shall be no less than 80 percent of the higher of the following： A.The average closing price of the Company's common shares for one, three, or five business days immediately preceding its price determination date, and adjusted by the applicable stock dividends, cash dividends and/or capital reduction. B.The average closing price of the Company's common shares for the thirty business days immediately preceding its price determination date, and adjusted by the applicable stock dividends, cash dividends, and/or capital reduction. (2)The issuance price of the privately placed convertible bonds shall be no less than 80% of the theoretical price and that the conversion price shall be no less than 80 percent of the higher of the following： A. The average closing price of the Company's common shares for one, three, or five business days immediately preceding its price determination date, and adjusted by applicable stock dividends, cash dividends and/or capital reduction. B. The average closing price of the Company's common shares for the thirty business days immediately preceding its price determination date, and adjusted by applicable stock dividends, cash dividends, and/or capital reduction. (3) It is hereby proposed to AGM to authorize the Board of Directors to determine the price based on the resolution of the AGM and then market conditions. Considering that the privately placed securities have a three-year transfer restriction as required by Securities and Exchange Act and that the price will be set by referring to the market price of common shares, the conversion price setting arrangement shall be reasonable. 7.Use of the funds raised in this private placement: For the Company's future business needs 8.Reason for conducting non-public offering: In consideration of market conditions, fund raising efficiency, costs of the offering(s) as well as equity stabilizing, private placement may be adopted as a fund raising mechanizes. If the private placement is for the strategic investors, it is to maintain long-term relations with such strategic investors through the transfer restriction of shares subscribed. Also, the use of proceeds thereof shall be for the Company's business operation and/or development; and it shall be for the steadily operation of the Company as well as the interests of the shareholders. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:To be determined 11.Reference price:To be determined 12.Actual private placement price, and conversion or subscription price: To be determined 13.Rights and obligations of these new shares privately placed: Except for the transfer restriction as provided under Article 43-8 of Securities and Exchange Act, the rights and obligations of the privately placed common shares is the same as the outstanding common shares. 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: For private placement, the total number of shares shall not exceed 50,000 thousand common shares. As to the private placement of convertible bonds, the total number of common shares can be converted within the limit of 50,000 thousand common shares shall be calculated in accordance with the current conversion price. It is also hereby proposed to submit to Shareholders Meeting to authorize the Board of Directors to select one type or two types of the Offering(s), or mix certain of the Offering(s) after taking into consideration the market conditions and/or the Company's business needs.