Far Eastern International Bank: resolution of the Board of Directors of the FEIB for a private placement of an amount not exceeding NT$10 billion or the equivalent in other currencies.
1.Date of the board of directors resolution:2022/03/03 2.Types of securities privately placed: Common shares, preferred shares or convertible bonds 3.Counterparties for private placement and their relationship with the Company: Strategic investors; NIL 4.Number of shares or bonds privately placed: To be determined. 5.Amount limit of the private placement: No more than NT$10 billion or equivalent in other currencies. 6.Pricing basis of private placement and its reasonableness: The private placement price will be determined in accordance with the laws and regulations under the competent authorities, with reference to the reference price or theoretical price and the 3-yr lock-up period as required by the Securities and Exchange Act. Therefore, the price shall be reasonable. 7.Use of the funds raised in this private placement: To build investment relations with local or overseas strategic investors, strengthen financial structure and improve capital adequacy ratio for the Bank's long-term development. 8.Reason for conducting non-public offering: Private placement is preferred due to efficient and cost-saving process, expected long-term cooperative relationship with strategic investors assured by regulatorily required 3-yr lock-up period. 9.Objections or qualified opinions from independent directors:NIL 10.Actual price determination date: To be determined by Board of Directors per authorization of shareholders' meeting. 11.Reference price: The price of the privately placed common shares shall be no less than 80% of the reference price. The reference price shall be the higher of the following: (a)The simple arithmetical average closing price of company's common shares in either one, three, or five consecutive business days prior to the price determination date, after adjusting for any distribution of stock dividends, cash dividends or capital reduction. (b)The simple arithmetical average closing price of company's common shares in thirty business days prior to the price determination date, after adjusting for any distribution of stock dividends, cash dividends, or capital reduction. The issuance price of privately placed preferred shares, convertible bonds shall be no less than 80% of the theoretical price. The theoretical price means the securities price that is calculated based on various terms in the issuance that are factored in the selected pricing model. 12.Actual private placement price, and conversion or subscription price: To be determined by Board of Directors per authorization of shareholders' meeting. 13.Rights and obligations of these new shares privately placed: Other than the lock-up period required by Article 43-8 of the Securities and Exchange Act, the rights and obligations of new shares are the same as existing common shares. 14.Record date for any additional share exchange, stock swap, or subscription: To be determined. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: To be determined. 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): To be determined. 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: The major terms of private placement, including number of new shares, pricing, selection of specific parties, the record date for capital increase, plan for use of fund, expected benefit and other related matters, will be determined by Board of Directors per authorization of shareholders' meeting, after prior approval of Audit Committee. The Board of Directors is also authorized by shareholders' meeting to make any revision and adjustment on issuing terms due to amendment of laws,regulations, the competent authorities' instruction, or changes of market conditions after prior approval of Audit Committee.