Last checked at 9 Nov 2017 09:07
Subject: The Company participates in AOPEN's private placement of new common shares for cash capital increase.
Date of events:2017/11/09
Contents:
1.Name and nature of the subject matter (if preferred shares,the terms and conditions of issuance shall also be indicated,e.g.dividend yield):AOPEN's common shares in a private placement
2.Date of occurrence of the event:2017/11/09
3.Volume, unit price, and total monetary amount of the transaction:
Number of Shares: no more than 36,500 thousands shares
Price per Share: NTD$ 11.5
Total Subscription Price: no more than NTD 420 million
4.Counterpart to the trade and its relationship to the Company(if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): AOPEN is not the Company's related party.
5.Where the counterpart to the trade is an actual related party,a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person's relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights;if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: A Cash Lump-Sum Payment on Payment Date
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
Method for Determination of this Transaction: Board Resolution
Reference Price Basis: Price resolved by AOPEN's shareholders' meeting and board meeting, and the reasonableness opinion issued by the CPA
Unit of Determination: The Company's board of directors meeting
11.Net worth per share of company underlying securities acquired or disposed of: N/A
12.The discrepancy between the reference price of private placement and the transaction amount per share is 20 percent or more of the transaction amount:None
13.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):
Number of Shares: no more than 36,500 thousands shares
Amount: no more than NT$ 420,000,000
Percentage of Shareholding: around 51%
Restriction on Rights: Transferring shares has to follow relevant provisions regarding private placement in Securities and Exchange Act
14.Current ratio of private placement of securities (incNoluding the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
Total Asset:54.24%
Percentage of equity attributable to the owners of the parent company: 127.09%
Operation Amount: NT$(14,897,297) thousand.
15.Broker and broker's fee:No
16.Concrete purpose or use of the acquisition or disposition:
Strengthen Resource Integration, Constructing Being Signage Ecosystems
17.Do the directors have any objection to the present transaction?:No
18.The trading counterparty is a related party: N/A
19.Approval date by board of directors:N/A
20.Recognition date by supervisors or submission date by audti committee: N/A
21.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: N/A
22.Any other matters that need to be specified:None