Board of Directors approved the issuance of domestic 5th Unsecured Convertible Bonds

1.Date of the board of directors resolution:2021/12/21
2.Name [issue no.__ of (secured, unsecured) corporate bonds of
___________ (company)]:Elite Material Corporation domestic 5th Unsecured
Convertible Bonds (“Bonds”)
3.Total amount issued:The total amount of the Bonds to be issued is capped
at NT$ 3,500,000,000.
4.Face value per bond:NT$ 100,000
5.Issue price:100%~102% of the face value
6.Issuance period: 5 years
7.Coupon rate:Coupon rate 0%
8.Types, names, monetary values and stipulations of collaterals:N/A
9.Use of the funds raised by the offering and utilization plan:
For the purpose of purchase of properties, plants and equipment, and bank
loans repayment, and replenishing operating capital.
10.Underwriting method:Inquiry and circle purchase for public sales
11.Trustees of the corporate bonds:Authorize the chairman full power to
determine.
12.Underwriter or agent:Authorize the chairman full power to determine.
13.Guarantor(s) for the issuance:N/A
14.Agent for payment of the principal and interest:Authorize the chairman
full power to determine.
15.Certifying institution:N/A (Issued without physical securities)
16.Where convertible into shares, the rules for conversion:
Related rules will comply with the related law and be announced separately
after registration and get approval from the competent authority.
17.Sell-back conditions:Related rules will comply with the related law and
be announced separately after registration and get approval from the
competent authority.
18.Buyback conditions:Related rules will comply with the related law and
be announced separately after registration and get approval from the
competent authority.
19.Reference date for any additional share exchange, stock swap, or
subscription:Related rules will comply with the related law and be
announced separately after registration and get approval from the
competent authority.
20.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:Related rules will comply with the related law
and be announced separately after registration and get approval from the
competent authority.
21.Any other matters that need to be specified:
(1) The issuance of overseas 1st Unsecured Euro-Convertible Bonds capped
at USD$ 120 million which was originally authorized by the board of
directors on May 28, 2021 will be replaced by domestic 5th Unsecured
Convertible Bonds.
(2)If any amendments are necessary according to changes in laws and
regulations, amendments by the competent authority, or due to market
conditions change needs that require amendments or adjustments, it is
proposed to authorize the chairman full power, within the scope of the
capped total amount of the plan of the issuance of the domestic 5th
Unsecured Conversion Bonds, to handle major contents of the plan,
including the issuing time, the amount of the issuance, the issuance
price, the issuance period, the issuance rate, the issuance and
conversion procedures of the domestic 5th Unsecured Convertible Bonds,
the issuance and underwriting method, and the total fund required for
the plan, sources of resources, planned projects, utilization of
resources, expected effects and other related matters.
(3)In order to cooperate with the issuance of the Bonds, it is proposed to
authorize the chairman, on behalf of the Company, to sign all contracts and
documents necessary for the issuance and conversion of the Bonds and to
handle related issues.