Taiwan Mask : The Board of Directors resolved for a Cash Offering by Private Placement and Issuance of New Shares.

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Provided by: TAIWAN MASK CORP.
SEQ_NO	5	Date of announcement	2022/05/26	Time of announcement	21:41:54
Subject	The Board of Directors resolved for a Cash Offering by Private Placement and Issuance of New Shares.
Date of events	2022/05/26	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/05/26 2.Types of securities privately placed:Common share 3.Counterparties for private placement and their relationship with the Company: The investors to subscribe the Private Placement Shares shall meet the qualifications listed in Article 43-6 of the Securities and Exchange Law and are limited to strategic investor(s) in the electronic industry that could benefit the Company's long term development, competitiveness, and existing shareholders' rights. 4.Number of shares or bonds privately placed:Not exceeding 125 million shares. 5.Amount limit of the private placement:Not exceeding 125 million shares. 6.Pricing basis of private placement and its reasonableness: (1)The private placement price of the Company shall be no less than 80% of the higher of the following two calculation basis prior to the price determination date: a.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. b.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. (2)The actual private placement price based on the above principles, is proposed to the shareholders meeting to authorize the Board of Directors to determine depending on the status of specific investor(s) contacted and market conditions in the future.The private placement price will be determined in accordance with the regulations of "Directions for Public Companies Conducting Private Placements of Securities ", it should be reasonable. 7.Use of the funds raised in this private placement: The funds raised from Private Placement will be used to enrich working capital and strengthen the financial structure, expand factories and purchase machinery and equipment to increase operating scale and introduce long-term strategic partners to meet the company's long-term development needs. 8.Reason for conducting non-public offering: In order to ensure the timeliness and convenience of raising funds, plans to use proposal for a cash offering by private placement and issuance of new shares, and introduce strategic investors. In addition, the restriction of nontransferability within three years of the private placements will further ensure the long-term cooperative relationship between the Company and the strategic investors. Therefore, private placement is necessary. 9.Objections or qualified opinions from independent directors:N/A 10.Actual price determination date:N/A 11.Reference price:N/A 12.Actual private placement price, and conversion or subscription price:N/A 13.Rights and obligations of these new shares privately placed: The rights and obligations of private placement of new stocks are the same as the common stocks issued by the Company. According to Article 43-8 of the Securities and Exchange Act, private placements are not subject to the transfer objects and conditions stipulated in this article. Ordinary shares shall not be freely transferable within three years from the date of delivery. After three years from the delivery date, the company intends to obtain a consent letter approved by the Taiwan Stock Exchange that meets the listing standards in accordance with the Securities and Exchange Act and other relevant regulations, and then report to the competent authority for the supplementary public offering of private ordinary shares and application for listing and trading. 14.Record date for any additional share exchange, stock swap, or subscription:N/A 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:N/A 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):N/A 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%:N/A 18.Any other matters that need to be specified:N/A