Zilltek Technology : The Board of Directors has resolved the proposal for private placement

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Provided by: ZILLTEK TECHNOLOGY CORP.
SEQ_NO	1	Date of announcement	2022/02/25	Time of announcement	18:49:01
Subject	The Board of Directors has resolved the proposal for private placement
Date of events	2022/02/25	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/02/25 2.Types of securities privately placed:common shares 3.Counterparties for private placement and their relationship with the Company: Hsu-Ta investment Corp. (1) Volume: 7,000,000 shares (2) Its relationship to the company: None MediaTek Capital Co. (1) Volume: 3,000,000 shares (2) Its relationship to the company: None WK Develop ASSOCIATES LTD. (1) Volume: 1,272,000 shares (2) Its relationship to the company: None 4.Number of shares or bonds privately placed:11,272,000 shares 5.Amount limit of the private placement: Not exceed 11,272,000 shares The private placement shall be commenced within one year from the date of resolution made in the Shareholder's meeting in one stages. 6.Pricing basis of private placement and its reasonableness: A.The privately placed common shares price per share shall be no less than 60 percent of the reference price. The reference price shall be the higher of the following two calculations: (i) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. (ii) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. The issuance price of convertible bonds shall be no less than 80 percent of the theoretical price which is determined by a pricing model considering all options in the issuance terms. B.Considering that Security and Exchange Act has set a no-trading period of 3 years on private placement securities, the price determination above shall be reasonable. The company also authorize the YANGTZE CPAS & CO., to give an opinion on the reasonableness of the issuing price, the price determination above shall be reasonable. C.The actual pricing date is proposed to authorize the Board to determine. D.It is proposed to authorize the Board to revise the issuance plan based on operation evaluation, environment changes or if receiving instructions from government authorities. 7.Use of the funds raised in the private placement: The purposes to commence private placement will to fulfill future operation funds. 8.Reasons for conducting non-public offering: Considering the Company's development planning, and engaging with strategic investors. The regulation of no-trading period of 3 years for private placement is to ensure the long term relationship with strategic partners. Therefore, the Company proposed to raise capital through private placement, rather than public offering. 9.Objections or qualified opinions from independent Board of Directors:None. 10.Actual price determination date: The Board of Directors shall decide after approval granted from the shareholder's meeting. 11.Reference price: The reference price shall be the higher of the following two calculations: (i) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. (ii) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. The issuance price of convertible bonds shall be no less than 80 percent of the theoretical price which is determined by a pricing model considering all options in the issuance terms. 12.Actual private placement price, and conversion or subscription price: The privately placed common shares price per share shall be no less than 60 percent of the reference price. 13.Rights and obligations of these new shares privately placed: Rights and obligations of the newly issued shares are the same as the originalordinary shares. According to the Article 43-8 of Securities and Exchange Act,here is a 3-year lock up period for the newly issued shares. All private placement affairs shall follow the related regulations. 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:None.