Bull Will: Announce the resolution of our company’s board of directors to adopt the 2022 private equity capital increase and issuance of new shares

Supplied by: BULL WILL CO., LTD.

SEQ_NO

5

announcement date

2022/03/29

Announcement time

21:33:55

Topic

 Announce the resolution of our company's board of
directors to pass the 2022 private equity capital increase
and issuance of new shares

Date of events

2022/03/29

What item it responds to

paragraph 11

Declaration

1.Date of the board of directors resolution:2022/03/29
2.Types of securities privately placed:Ordinary shares
3.Counterparties for private placement and their relationship
with the Company:According to the provisions of "Article
43-6 of the Securities and Exchange Act", the target is
selected among the specified persons, and in compliance
with the provisions of "Public Offering Companies Should
Pay Attention to Private Placement Securities", So far,
our company has not yet
negotiated any applicants.
4.Number of shares or bonds privately placed:
The total number of shares to be issued shall not exceed
8,000,000 shares, which shall be processed once or in
installments (up to three times) within a year from the
date of the resolution of the shareholders meeting.
5.Amount limit of the private placement:
The total number of shares to be issued does not exceed
8,000,000 shares, with a denomination of NT$10 per share
6.Pricing basis of private placement and its reasonableness:
The price of our company's privately placed ordinary shares
is based on the Financial Supervisory Commission R.O.C
(Taiwan) No. 0990046878, the reference price of private
ordinary shares (common stocks) is the ordinary closing
price calculated based on the one, three or five business
days before the pricing day. The free allotment ex-rights
and dividends are replaced by simple arithmetic averages,
and the implementation and the simple arithmetic average
of the closing price of ordinary  shares 30 business days
before the pricing day replaces the free allotment
ex-rights and dividends and adds back the reduction and
ex-rights, the higher the price is calculated on this two
basis. The private placement price should not be less than
80% of the reference price, the actual pricing must be
resolved by the shareholders meeting before the board of
directors can set the price in accordance with the pricing
method determined by the shareholders meeting. The above
pricing methods are all regulated by the laws and
regulations of the competent authority, combined with the
current market conditions, and it is not less than 80% of
the reference price, so it does not affect the rights and
interests of shareholders, plus the consideration that the
securities exchange law has three years for private
securities transfer restrictions, a comprehensive assessment
of this pricing method should be reasonable.
7.Use of the funds raised in the private placement:
To expand the scale of operations, introduce strategic
partners, invest or acquire new business development,
ensure our company's long-term operation, and to enrich
our company's working capital, repay loans to save interest
expenses, improve the financial structure to reduce our
company's financial operation risks. It is expected to be
positively beneficial to shareholders' equity.
8.Reasons for conducting non-public offering:
To measure the current capital marketconditions and the
timeliness of fundraising and other factors, the private
placement method has the fast and simple timeliness of
fundraising and the provisions of restricted transfers,
which can ensure the long-term cooperative relationship
of the strategic alliance, but If the funds are raised
through the public offering of securities, it may not be
easy to obtain the required funds in a short period of
time. In order to avoid affecting the normal operation of
our company, it is planned to use private placement to
increase the capital in cash in accordance with the
provisions of Article 43-6 of the "Securities and
Exchange Act" to issue new shares.
9.Objections or qualified opinions from independent Board of Directors:None
10.Actual price determination date:
The board of directors is authorized to make a decision
after the resolution of the shareholders' meeting is passed.
11.Reference price:
The board of directors is authorized to make a decision
after the resolution of the shareholders' meeting is passed.
12.Actual private placement price, and conversion or
subscription price:
The board of directors is authorized to decide after the
resolution of the shareholders' meeting is passed.
13.Rights and obligations of these new shares privately placed:
The rights and obligations of this private placement of
ordinary shares are the same as those of our company's issued
ordinary shares. However, in accordance with the provisions
of the Securities and Exchange Act, the ordinary shares of
this private placement shall not be freely transferred
within three years of the delivery date. Our company plans
to apply to the competent authority for the ordinary shares
of the private placement within three years after the
delivery date. Public offering and listing (counter) trading
of shares.
14.Reference date for any additional share exchange, stock
swap, or subscription:Not applicable
15.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:Not applicable
16.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx -listed
common shares if all privately placed corporate bonds are
converted and shares subscribed for (no.of TPEx -listed
common shares (a), (a) / outstanding common shares):Not applicable
17.Please explain any countermeasures for lower circulation
in shareholding if the aforesaid estimated no.of TPEx -listed
common shares does not reach 5 million and the ratio does not
 reach 25%:Not applicable
18.Any other matters that need to be specified:
The issuance conditions, amount, time limit and all other
related matters for the cash capital increase by private
 placement are different from the resolutions of this meeting
if it is revised by the competent authority or in response to
market changes and other factors. At the time, it is proposed
that the shareholders' meeting authorizes the board of
directors to handle it with full authority.