1.Date of the board of directors resolution: 2006/05/02
2.Source of capital increase funds:The plan was proposed to 2006 annual general shareholders' meeting by The Board of Directors Meeting dated March 20, 2006 for approval. The Board has been authorized by the 2006 annual general shareholders' meeting dated May 02, 2006 to issue up to 16,000,000 common shares to sponsor overseas DR offering.
3.Number of shares issued:The Board of Directors' Meeting on May 02, 2006 has resolved to issue 12,800,000 to 16,000,000 common shares to sponsor GDR offering. The Board of directors is authorized to determine the method of issuance and adjust the amount of Overseas Depositary Receipts issuance within the quota of common shares pursuant to market demand, and may conduct the Overseas Depositary Receipts offering by one or multiple issuances.
4.Par value per share:NT$10.
5.Total monetary amount of the issue:The issue amount will be determined in accordance with the actual issue price and size.
(1).The issue price of the new shares will be determined with reference to the closing price of the Company's common shares in Taiwan Stock Exchange Company at the time of pricing or the average of the closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date. The actual issue price shall not be less than 90% of the Reference Price, factoring out the bonus shares issued as stock dividends and cash dividends.
(2).The Chairman is authorized to coordinate with the underwriter of the overseas DR offering to determine the actual issue price in accordance with the international capital market ? domestic market price and book building status.
7.Number of shares subscribed by or allotted to employees:
10% of the new shares shall be allocated for the employees' subscription under the applicable law. Any new shares not subscribed by employees of the Company shall be determined by the Chairman, depending on the market needs, to be allocated as underlying shares of the overseas depositary shares or to be subscribed by the designated person(s).
8.Number of shares publicly sold:90% will be offered to the public with GDR offering.
9.Ratio of shares subscribed by or allotted as stock dividends to existing shareholders:N/A
10.Method of handling fractional shares and shares unsubscribed by the deadline:N/A.
11.Rights and obligations of the newly issued shares:As the same as the existing common shares.
12.Utilization of the funds from the capital increase:For overseas purchasing raw materials.
13.Any other matters that need to be specified:
(1).According to 2006 annual general shareholders' meeting resolution, the capital increase plan includes issuing terms, planning categories, fund application schedule, and expected effects. If the capital incrase plan is to be amended upon the request of competent authority or to be modified due to objective factor, the Board of Directors has been authorized by Shareholders' Meeting to have full responsibilities. According to practical requirement, the Chairman is empowered to arrange all the related matters regarding this GDR Offering.
(2).According to 2006 annual general shareholders' meeting resolution, the Chairman or the individual designated by the Chairman will represent the company to sign for all documents related to the issuance of overseas DR and arrange the issuance of overseas DR.