Supreme Electronics: Announcement of the issuance of preferred shares A for a capital increase with its conditions and the capital increase on record date

Provided by: Supreme Electronics Co., Ltd.

SEQ_NO

1

announcement date

2022/01/19

Announcement time

17:00:59

Topic

 Announcement for issuing Preferred Shares A for capital
raising with its terms and record date
capital increase

Date of events

2022/01/19

What item it responds to

paragraph 11

Declaration

1.Date of the board of directors resolution or
 decision by the Company:2022/01/19
2.Number of shares issued:30,000 thousand shares
3.Par Value per share:NT$10
4.Total monetary value of the issuance:Ceiling on tentative total amount
of the issue is NT$ 1.5 billion
5.Issue price:Tentative issue price per share is in the range of NT$40~50.
The Chairman is authorized to set the actual issue price in accordance
with market circumstance, the relevant laws and regulations
6.Number of shares subscribed for by employees:10% of total issued shares,
amounts to 3,000 thousand shares
7.Ratio of shares subscribed for by existing shareholders:80% of total
issued shares, amounts to 24,000 thousand shares
8.Method for public sale and no.of shares:10% of total issued shares,
amounts to 3,000 thousand shares by public subscription
9.Handling method for fractional shares and shares unsubscripted for by the
deadline:The existing shareholders may apply to combine fractional share
into one share. The chairman is authorized to allocate uncombined shares,
fractional shares, or unsubscribed shares by existing shareholers and
employees to specific person at the issue price.
10.Rights and obligations of these newly issued shares:
(1.)Preferred Shares A are perpetual preferred shares. Holders of
�@�@Preferred Shares A have no right to request redemption of such
�@�@shares by the Company. However, the Company may redeem Preferred
    Shares A in whole or in part at the actual issue price after the day
�@�@following the fifth anniversary of issuing. The rights and obligations
�@�@of the remaining and outstanding Preferred Shares A as described
�@�@in the preceding paragraphs will remain unchanged. Holders of the
�@�@outstanding Preferred Shares A are entitled to receive declared
�@�@dividends based on the actual days in the redemption year up to the
    date of redemption should the Company decide to declare dividend for
    the redemption year.
(2.)The dividends of Preferred Shares A is up-limit to annualized
    8% based on issued price per share at pricing base date and 5-year IRS
�@�@interest rate plus fixed spread. The Chairman is authorized to set the
�@�@actual spreed within 3.5% to 4.5%. 5-year IRS interest rate will be
    reset every five years after issued date. Interest rate reset pricing
    base date is two days prior to interest reset date and this 5-year IRS
    is based on 11am Taipei time average price of Reuter ��TAIFXIRS�� and
    ��COSMOS3�� 5-year interest exchange price. If above-mentioned price is
    unavailable, the interest rate will be decided by the Company based
    on reasonable market price.
(3.)The dividends of Preferred Shares A are paid annually in cash
�@�@in one lump sum. The Chairman is authorized by the Board of Directors
�@�@to set the ex-dividend date and the amount of dividends to be paid
    for the previous fiscal year. In the year of issuance and redemption,
    the distribution of the payable dividends shall be calculated
    proportionally based on the actual number of days that the Preferred
    Shares A remained outstanding in that year.
(4.)The fiscal year-end earnings of the Company shall be applied to the
    following uses in order: paying all taxes and duties, making-up of
    deficit, setting aside a legal capital reserve at 10% of the profits
    and setting aside special capital reserve in accordance with the
    regulations, and the remaining should pay the dividends to holders of
    Preferred Shares A at first priority, and then remaining profit
    together with undistributed retained earnings shall be distributed
    according to the distribution plan proposed by the Board of Directors
(5.)The Company has sole discretion on the distribution of Preferred
    Shares A dividends. If there is no earning or insufficient
�@�@earning for distributing dividends of Preferred Shares A in
    the fiscal year, or the Company has other necessary considerations,
    the Board may decide not to distribute  Preferred Shares A
    dividends by Board Resolution, and it will not be deemed as an
    event of default.
(6.)Preferred Shares A are non-cumulative shares. If the Company
�@�@decide not to distribute preferred share dividends or to distribute
�@�@insufficient dividend, the undistributed dividends or shortfalls in
�@�@dividends distributed shall not be cumulative and shall cease to
    accrue and be payable, therefore no deferred payment will be paid
    in subsequent years where there are earnings.
(7.)Except for the dividend prescribed in Subparagraph 2 and 3 of this
�@�@Paragraph, Preferred Shares A are not entitled to participate in
    the distribution of cash or share dividends with regard of the
    common shares derived from earnings or capital reserves.
(8.)Upon any voluntary or involuntary liquidation, dissolution or
    winding-up of th Company, any surplus assets of the Company available
    for distribution to shareholders shall be first distributed to the
    Preferred Shareholders. All Preferred Shareholders shall rank pari
    passu and such distribution shall be capped at the respective issue
    amount.
(9.)The holders of Preferred Shares A are not entitled to any voting
�@�@rights or election during general shareholders�� meeting. Holders of
�@�@outstanding Preferred Shares A have mandatory voting rights with
�@�@respect to agendas that would affect preferred shares in preferred
�@�@shareholders��meeting and in general shareholders��meeting.
(10.)Preferred Shares A cannot be converted to common shares.
(11.)If any Preferred Shares A remains outstanding, except to make up
�@�@ for losses, share premium of Preferred Shares A should not be
�@�@ capitalized into share capital.
(12.)When the Company issues new shares by cash placement, the
     shareholders of Preferred Shares A and the shareholders of common
     stocks have the same right to subscribe new shares.
11.Utilization of the funds from the current capital increase:
Loan repayment
12.Record date of cash capital increase and share subscription:2022/02/16
13.Last date before book closure:2022/02/11
14.Book closure starting date:2022/02/12
15.Book closure ending date:2022/02/16
16.Payment period:2022/02/17~2022/02/23
17.Date of the agreement with the banks to collect and deposit the proceeds:
Announcing after formally signing contract.
18.Name of the institution designated to collect the proceeds:
Announcing after formally signing contract.
19.Name of the bank designated to deposit the proceeds:
Announcing after formally signing contract.
20.Any other matters that need to be specified:
(1.)The issuance of Preferred Shares A for capital increase has been
approved by Financial Supervisory Commission R.O.C.(Taiwan) on 2022/01/18
(No.1100379313)
(2.)Ex-rights date:2022/02/10
(3.)Preferred shares A will be listed on TWSE.