Capital Increase Report Form (F53-4) (F 53-4) Capital Increase Report Form Cal-Comp Electronics (Thailand) Public Company Limited February 4, 2005 We, Cal-Comp Electronics (Thailand) Public Company Limited, hereby report of the resolutions of the Board of Directors no. 2/2005 held on February 4, 2005 at 10:00 a.m. at conference room, 3 Floor, No.205, Sec. 3, Beisin Road, Sindian City, Taipei County 231, Taiwan R.O.C., in respect of the increase of capital and allotment of newly issued shares as follows: 1. Capital increase: The meeting of the Board of Director No. 2/2005 held on February 4, 2005 passed a resolution approving the increase of the registered capital of the Company Baht 4,230,000,000 (Four Thousand Two Hundred and Thirty Million), which is consisting of 4,230,000,000 (Four Thousand Two Hundred and Thirty Million) ordinary shares at a par value of Baht 1 (One), to Baht 5,678,438,956 (Five Thousand and Six Hundred Seventy-Eight Million Four Hundred Thirty Eight Thousand Nine Hundred and Fifty-Six) which is consisting of 5,678,438,956 ordinary shares at a par value of Baht 1 (One) by issuing 1,448,438,956 (One Thousand Four Hundred Forty- Eight Million Four Hundred Thirty-Eight Thousand Nine Hundred and Fifty-Six) new ordinary shares at a par value of Baht 1 (One) each. 2. Allotment of new shares: 2.1 The meeting of the Board of Directors passed a resolution approving the allotment of 1,448,438,956 (One Thousand Four Hundred Forty-Eight Million Four Hundred Thirty-Eight Thousand Nine Hundred and Fifty-Six) ordinary shares with par value of 1 (One) Baht each, totaling 1,448,438,956 (One Thousand Four Hundred Forty-Eight Million Four Hundred Thirty-Eight Thousand Nine Hundred and Fifty- Six) million Baht, the details of which are as follows: Allotted to Number Ratio Offering price Subscription and (shares) (shares:warrant) per share payment period (Baht) Existing...-......-......-......-... Shareholders General Public 600,000,000...-... (#1) (#2) Other persons...-......-......-......-... (Specify) For supporting the conversion/ exercising the right of - Existing Shareholders 728,438,956 5 : 1 Baht 0 (#3) - General Public 120,000,000 5 : 1 Baht 0 (#4)
Remark : #1 The offering price shall not be lower than 80% of the 15-day weighted average price before the price determination date. The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company are assigned to determine the offering price as appropriated. #2 The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company shall further consider and determine the conditions and detail #3 The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company shall further consider and determine the conditions and detail #4 The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company shall further consider and determine the conditions and detail Details of Warrants Name : Warrants to purchase ordinary shares of Cal-Comp Electronics (Thailand) Public Company Limited Type : Registered and Transferable Form Term : Not more than 5 years from the issuing date Amount of Warrants : 848,438,956 units (Eight Hundred Forty Eight Million Four Hundred Thirty Eight Thousand Nine Hundred and Fifty-Six units) Amount of Shares for the Exercise of Warrants : 848,438,956 units (Eight Hundred Forty Eight Million Four Hundred Thirty Eight Thousand Nine Hundred and Fifty-Six units), accounting for 23.89 percent of the total issued shares of the Company. The total issued shares of the Company means the total issued shares of the Company before the offering of the said Warrants, or equal to 3,551,818,350 shares (Three thousand five hundred fifty one million eight hundred eighteen thousand three hundred and fifty shares). Offering Price : - 0 - Baht Exercise Ratio : 1 unit of Warrant : 1 ordinary share Exercise Price : The exercise price would not be less than the average closing price during 15 days before the warrant feature determining date. The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company will determine the exercise price later. Exercise Period : The last business day of March, June, September and December. The warrants will be starting exercisable in year 2006 onward.
Offering for Sale : To the existing shareholders of the Company and the investors who subscribe for new ordinary shares under the public offering arrangement at the ratio of 5 shares to 1 unit of warrant. The Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company shall determine the closing date of the shareholders register book suspending any transfer of shares in order to determine the right to receive such Warrants after the approval for the issuance and offering of such Warrants from the Office of the Securities and Exchange Commission according to the relevant regulations of the Securities and Exchange Commission. Other Condition : The Board of Directors of the Company and/or the person(s) designed by the Board of Directors of the Company shall have the power to determine any principles, conditions, details relating to the Warrants to purchase ordinary shares, and reasons to issue new shares to accommodate any change of the exercise price and/or the exercise ratio as it deems appropriate. The issuance and offering for sale of the Warrants to purchase ordinary shares must firstly be approved by the Office of the Securities and Exchange Commission. Reasons to issue new shares to accommodate any change of rights exercise Effect to the shareholders in respect of the allocation of Warrants : The Company shall change the exercise price and/or the exercise ratio in accordance with the calculating method to be further determined when any event stipulated in the relevant notification of the Securities and Exchange Commission occurs. This includes, for example, when the par value of the Company s share is changed as a result of share merge or division, or when the Company pays all or part of the dividends as newly issued shares to the shareholders, or any other cases which may result in the warrant holders entitling to less benefit than they deserve if exercising their rights. : (1) The shares' market price (Price Dilution) There are warrants issued to the existing shareholders of 710,363,670 units, to ECB holders - if they convert into shares of 18,075,286 units and to general public who buy PO of 120,000,000 units. The exercise price of the warrant is at least the closing price when the warrants issue. The amount of PO shares is 600,000,000 shares, which will be sold at price not lower than 80% of the 15- day average closing price. The paid-up capital is at Baht 3,551,818,350. In the event that all of the warrants were exercised and PO shares are sold, the price dilution of the shares will be around 2.36%.
Registration : : : (2) The profit sharing and voting right of the existing shareholders (Control Dilution). There are warrants issued to the existing shareholders of 710,363,670 units, to ECB holders - if they convert into shares of 18,075,286 units and to general public who buy PO of 120,000,000 units. The amount of PO shares is 600,000,000 shares. The paid-up capital is at Baht 3,551,818,350. In the event that all of the warrants were exercised and PO shares are sold, the profit sharing and voting right of the existing shareholders (Control Dilution) will be around 19.44%. (3) The existing shareholders of the Company and the investors who subscribe for new ordinary shares under the public offering arrangement will receive the warrants at the ratio of 5 shares to 1 unit of warrant. If the number of warrant is not an integer, the decimal unit will always be cut off, e.g. 200.001 and 200.989 will be rounded to 200.00 units. The allocation of the remaining warrants from the round-off will be determined by The Board of Directors of the Company and/or any person(s) designated by the Board of Directors of the Company. These Warrants will be listed on the Stock Exchange of Thailand subject to the Company s being in compliance with the conditions, rules and regulations prescribed in any relevant notifications. 2.2 The Company plan in case where there is a fraction of shares remaining - No - 2.3 The number of shares remaining from the allotment - No- 3. Schedule for shareholders meeting to approve the capital increase/allotment The No.1/2005 Annual General Meeting of shareholders is scheduled to be held on March 23, 2005 at 10:00 am at Four Wings Hotel, 40 Sukhumvit Road Soi 26, Klongtoey, Bangkok, Thailand. The share register will be closed for share transfer in order to determine the right to attend this meeting from March 3, 2005 at 12.00 p.m. until the meeting has been duly convened. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) The offering of newly issued shares to the public and the offering of warrants to the existing shareholders and the public who buys ordinary shares and is entitled to purchase warrants are required to submit the Application, the Filing and draft Prospectus to the SEC after the 2005 Annual General Meeting of Shareholders has approved the increase and the allotment of shares and warrants. The offering of the increased ordinary shares and warrants would be proceeded after the Application, the
Filing and draft prospectus are effective. Upon the completion of the offer, the Company will, thereafter, request the SET to approve the increased ordinary shares and warrants as the listed securities. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase: 5.1 To apply the proceeds for business expansion in the People s Republic of China. The Company estimates that the capital expenditures and investments in the third plants in China are approximately $US 25,000,000 or about Baht 954,875,000 (using the exchange rate as of 7 Feb 2005 at $US 1 : Baht 38.195). 5.2 To use the remaining proceeds as working capital of the company such as the funding of raw materials and the growth of account receivables as the sales increase. 6. Benefits which the Company will receive from the capital increase/share allotment: The capital increase will be used for the Company so that it has sufficient funds for expanding business investment in the future and running normal business operation in order to, as a whole, realize more profit. 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy: The Company dividend payment policy is to distribute approximately 30% of its net profit after tax annually or at appropriate rate, whereas the dividend payment must not affect on the normal business operation of the Company. 7.2-7.3 Others -No- 8. Other details necessary for shareholders to approve the capital increase/share allotment: Part of the authorised shares (18,075,286 shares) are reserved for warrants issue for ECB holders in case that ECB holders convert into shares. If not all ECBs are converted into shares, some of the reserved shares will be left over which will be cancelled later. 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: 9.1 The closing date of the share register for the right to attend the No.1./2005 Annual General Meeting of Shareholders is scheduled on March 3, 2005. 9.2 The No.1/2005 Annual General Meeting of Shareholders is scheduled to be held on March 23, 2005 for passing the resolution approving the capital increase, allotment and issuance of warrants. 9.3 The closing date of the share register for the right to receive warrants will be determined by the Board of Directors of the Company and/or any person(s) designed by the Board of Directors of the Company further.
The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed authorized director (Mr. Fang, Chih-Cheng) Position (Finance and Sales Director) Schedule of action Events Expected dates 1. Board meeting No. 2/2005 February 4, 2005 2. Notice to the SET as the resolution of the Board of Directors' right to attend the meeting February 4, 2005 3. Shareholders' register closure date to determine the right to attend the AGM No.1/2005 March 3, 2005 4. AGM No.1/2005 March 23, 2005