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Fitipower’s plan for replacement of shares upon capital reduction and the record date for replacement of shares

2023-08-22
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1.Date of the board of directors resolution:NA

2.Record date of capital reduction:2023/08/01

3.Plan for capital reduction and replacement of shares:

  The annual General Shareholders’ Meeting of the Company held on May

  31, 2023 has resolved to execute the capital reduction. The amount

  and number of shares for capital reduction will be NT$ 652,908,590,

  and 65,290,859 shares respectively, which was approved by the Letter

  No.1121803091 of TWSE on July 27, 2023. The application for amendment

  registration has been approved by the Letter No.1120026210 of Hsinchu

  Science Park Bureau National Science and Technology Council on Aug. 9,

  2023. This plan is based on ” Taiwan Stock Exchange Corporation

  Procedures for the Exchange of Securities Certificates by TWSE Listed

  Companies”, which was approved by the Letter No.1120014893 of TWSE on

  Aug. 16, 2023.

  一.The matters of the plan are as followed:

     1.Total shares for Replacement:This replacement of shares includes

       all listed shares issued in the past common shares amounting to

       186,545,312 with par value of NT$10, totaling NT$1,865,453,120.

     2.Total shares and amount of capital reduction: 65,290,859 shares;

       amounted NT$652,908,590; capital reduction percentage:35%.

     3.Total shares and amount of the common shares after the capital

       reduction: Total no. of replaced shares after capital reduction

       will be 121,254,453 with par value of NT$10 Paid-in capital of

       replaced shares after capital reduction will be NT$1,212,544,530.

     4.Calculated individually based on the no. of shares held by each

       shareholder on the shareholders’roster at the record date for

       replacement of shares upon capital reduction. 650 shares will be

       reissued for every 1,000 shares (a reduction of 350 shares per

       every 1,000 shares). A cash refund of NT$ 3,500 is expected to be

       returned for every 1,000 shares. Shareholders may have the

       Company’s stock affairs unit consolidate fractional shares after

       capital reduction into whole shares, from five days before the

       book closure date of replacement of shares upon capital reduction

       to the book closure ending date, and register the whole shares.

       Based on the last trading day closing prices on the stock exchange

       market prior to the Company’s record date for capital reduction

       and replacement of shares, cash shall be paid to shareholders

       according to the proportion of fractional shares that still cannot

       be consolidated into a whole share after consolidation, and rounded

       to the nearest dollar (insufficient amounts shall be rounded off).

       The Chairman is authorized to designate specific persons for

       purchase at the aforesaid closing price.

     5.These new shares for replacement adopt non-physical issuance, and

       will have the same rights and obligations as the original.

  二.Replacement of shares and capital reduction schedule:

     1.Last trading day of original shares: Sep. 6, 2023.

     2.Trading suspension period of original shares:

       From Sep. 7, 2023 to Sep. 15, 2023.

     3.Book closure date of original shares:

       Sep. 10, 2023  (Since the book closure ending date is Sep. 10,

       2023, which is a regular holiday, the on-site stock transfer date

       will be Sep. 8, 2023. Please come to the Company's stock registrar

       and transfer agent in advance before 16:30 on Sep. 8, 2023.

       Transfer must be performed by registered mail before Sep. 10, 2023

       (last day before book closure), and postmark shall serve as proof.)

     4.Book closure period of original shares:

       From Sep. 11, 2023 to Sep. 15, 2023

     5.Record date of capital reduction and replacement of shares:

       Sep. 15, 2023.

     6.Listing and trading date for the new shares, and listing termination

       date for original shares: Sep. 18, 2023.

     7.Payment date of the refund for capital reduction with cash payment:

       Sep. 18, 2023.

     8.From the date of listing and trading of new shares, old shares shall

       not be used as a subject of trading and delivery.

  三.Replacement procedure, processing and location:

     1.Since the Company has issued share certificates in scripless form,

       for the shareholders who do not have a centralized custody account,

       please open one with your current security firm to ensure the

       operation of the conversion can be carried out.

     2.For the shareholders who hold original spot traded shares and have

       appropriately performed transfer. After the listing date for new

       shares (Sep. 18, 2023), please bring the original spot traded share

       certificates and the original seal to the Company’s stock registrar

       and transfer agent for non physical registration or depository book

       entry transfer.

     3.For those holding original spot traded shares and who failed to

       appropriately perform transfer and replacement. After the listing

       date for new shares (Sep. 18, 2023), please bring the original spot

       traded share certificates and the notice of transfer, the report of

       purchasing or the tax record of the transactions, the list of the

       share withdrawal no., the copy of both sides of your ID, and the

       original seal to the Company’s stock registrar and transfer agent

       for non physical registration or depository book entry transfer.

     4.The Taiwan Depository & Clearing Corporation will replace all the

       shares which were deposited in depository accounts with non physical

       new shares on the listing and trading date of the new shares, and no

       processing is necessary.

     5.Location for replacement: The Company’s stock Registrar and

       Transfer Agency, Yuanta Securities Co., Ltd. (103432 B1, No. 210,

       Sec. 3, Chengde Rd., Taipei City). Tel:02-2586-5859.

  四.If the Company’s plan for replacement of shares upon capital

     reduction and the record date might be adjusted due to subsequent

     changes in laws, requests from regulatory authorities, or other

     factors, the chairman is authorized to handle them at his discretion.

  五.Any issues not covered herein shall be subject to the Company Act or

     other related regulations.

4.Record date of replacement of shares:2023/09/15

5.Book closure starting date:2023/09/11

6.Book closure ending date:2023/09/15

7.Rights and obligations of the new shares after capital reduction:

  The new shares will have the same rights and obligations as the

  original shares.

8.Anticipated listing date for the new shares:2023/09/18

9.Estimated no.of listed common shares after issuance of new shares upon

capital reduction:121,254,453 shares

10.Estimated ratio of listed common shares after issuance of new shares upon

capital reduction to outstanding common shares:100%

11.Please explain any countermeasures for lower circulation in shareholding

if the aforesaid estimated no.of listed common shares upon capital

reduction does not reach 60 million and the percentage does not

reach 25%:NA

12.Any other matters that need to be specified:

  The company's 2023 annual General Shareholders Meeting has authorized the

  Chairman to set the record date of capital reduction, the record date of

  replacement of shares, and the relevant matters.

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