Sysgration : The Company's Board of Directors resolved to conduct private placement of common stocks.

Close

Today's Information

Provided by: SYSGRATION LTD.
SEQ_NO	7	Date of announcement	2022/03/17	Time of announcement	14:43:52
Subject	The Company's Board of Directors resolved to conduct private placement of common stocks.
Date of events	2022/03/17	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/17 2.Types of securities privately placed:Common stocks. 3.Counterparties for private placement and their relationship with the Company: Private placement is limited to specific persons subject to the provisions of Article 43-6 of the Securities Exchange Act and Financial Supervisory Commission Order (91) TCZYZ No. 0910003455 issued on June 13,2002 and intends to include insiders and related parties. When evaluating and selecting subscribers, the Company will take the principle of no significant change to management rights. Currently, no specific persons are engaged with, and the Board of Directors shall be authorized by the Shareholders' Meeting to handle all matters related to the determination of specific persons. I.A possible list of insiders or related parties to participate in the private placement, the selection method and purpose, and the relationships between the possible subscribers and the Company are as follows: Selection method and purpose：Well understanding of the Company's operations. Relationship to the Company： (I)Lee, Yi-Ren (Chairman himself.) (II)Talent Investment Co.,Ltd. (Chairman held company in the name of others.) II.Top ten shareholders of institutional subscribers and their relationships to the Company: Talent Investment Co., Ltd. (I)Shareholder: Lee, Yi-Ren (Chairman of the Company.) (II)Shareholding percentage：100% 4.Number of shares or bonds privately placed: The total number of shares issued shall not exceed 25,000,000 shares. 5.Amount limit of the private placement: Within 25,000,000 shares, it is expected to be handled twice within one year from the date of resolution of the Shareholders' Meeting. 6.Pricing basis of private placement and its reasonableness: I.The price of common stocks of this private placement shall be no less than 80% of the higher one of the following two base prices calculated on the Company's pricing date: (I)The simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days before the price determination date,after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or (II)The simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.However, the actual pricing date and actual issuing price shall be determined by the Board of Directors authorized by the Shareholders' Meeting in accordance with the above method, depending on the specific subscribers. II.The actual issuing price of this private placement common shares will referto the Company's operating condition and outlook, restrictions on transfer freely within three years and the recent share price situation, and on the basis of "Notices for public company to handle private securities" and the provisions of current laws accordingly, the pricing of shares should be reasonable. 7.Use of the funds raised in the private placement: This proposal will be used to enrich working capital and repay bank loans. It is expected to generate such benefits as strengthening the financial structure and saving interest expense, which will be positively beneficial to shareholders' equity. 8.Reasons for conducting non-public offering: With the considerations of timeliness, feasibility, and issuing costs to raise capital, as well as considerations of private placement securities restrictions on transfer freely within three years, it shall ensure the long-term equity relationship between the Company and the subscribers. Furthermore, authorizing the Board of Directors to handle the private placement according to the actual demand for company operation will also improve the mobility and flexibility of the Company's financing. Therefore, it will not adopt the public offering but plans to issue shares in private placement. 9.Objections or qualified opinions from independent Board of Directors:None. 10.Actual price determination date:NA 11.Reference price:NA 12.Actual private placement price, and conversion or subscription price:NA 13.Rights and obligations of these new shares privately placed: I.The rights and obligations of common stocks issued in this private placement and the subsequent allotment shall be the same as those of outstanding common stocks issued by the Company; however, the common stocks issued in this private placement and subsequent allotment may not be sold for a period of three years from the date of delivery of the common stock in this private placement, except in accordance with Article 43-8 of the Securities Exchange Act. II.After three years from the date of delivery of the common stocks issued in this private placement and the subsequent allotment, an application for retroactive handling of public issuance procedures in accordance with relevant laws and regulations and for the over-the-counter transaction in the form of transfer from books to delivery without entity. 14.Reference 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 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):NA 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%:NA 18.Any other matters that need to be specified: I.The intention is to authorize the Board of Directors to handle matters related to the issue of new shares for cash capital increase in the private placement within one year starting from the date of resolution of the Shareholders' Meeting depending on the actual situation of the offering; within one year from the date of the resolution of the Shareholders' Meeting, regardless of whether the stock capital is fully raised, the intention is to submit the proposal to the Shareholders' Meeting to authorize the Board of Directors to determine whether the original plan is still feasible, it shall be deemed to have received the full amount of the shares issued by the private placement for cash capital increase and complete the raising of the new shares issued by the private placement for cash capital increase. II.The pricing date, actual issuing price, and capital increase record date of new shares of the private placement shall be authorized to be determined by the Board of Directors. III.In case of changes in laws and regulations, opinions of the competent authority, or changes in market conditions, the Shareholders' Meeting shall authorize the Board of Directors to handle the issuing price, issuing conditions, planned projects, and other related matters of the new cash capital increase of private placement shares. In addition to the scope of the aforementioned authorization, the intention is to request the Shareholders' Meeting to authorize the Chairman to sign and negotiate all contracts and documents relating to the private placement of common stocks on behalf of the Company, as well as to handle all matters related to the private placement of common stocks for the Company.