新至陞科技股份有限公司

1.Date of the board of directors resolution:2023/04/28

2.Types of securities privately placed:common stock

3.Counterparties for private placement and their relationship with

the Company:

The counterparties for this private placement shall meet the qualifications

for specific persons listed in Article 43-6 of the Securities and Exchange

Act and the ruling of Year 2002 Tai Tsai Cheng I Zi No. 0910003455 issued

by Financial Supervisory Commission on June 13, 2002, and are limited to

strategic investors, prioritizing those who could benefit the Company's

long term development,competitiveness, and rights of existing shareholders.

4.Number of shares or bonds privately placed:Less than 10,000,000 shares.

5.Amount limit of the private placement:

Less than 10,000,000 shares.The private placement can be conducted for

twice within one year after the date of resolution.

6.Pricing basis of private placement and its reasonableness:

(1)The pricing of the Company's price for private placement will be no

   lower than the highest of the two following bases before the Company's

   price determination date:

   A.The simple arithmetic average of the closing price of the common

     shares either on the first, third, or fifth business day immediately

     prior to the price determination date, after adjustment for any

     distribution of stock dividends, cash dividends or capital reduction.

   B.The simple arithmetic average of the closing price of the common

     shares30 business days prior to the price determination date, after

     adjustment for any distribution of stock dividends, cash dividends

     or capital reduction.

   The Board of Directors shall be authorized to determine the actual

   price determination date and price of private placement no lower

   than within the range approved by the shareholders' meeting,

   depending on the status of specific persons contacted and market

   conditions in the future.

(2)The price of the private placement is determined in accordance with

   the regulations of ”Directions for Public Companies Conducting Private

   Placements of Securities ”, and Article 43-6 of the Securities and

   Exchange Act, and no retrospective public offering within three years,

   poor liquidity and other factors, the price is considered reasonable.

7.Use of the funds raised in this private placement:

The funds raised hereby shall serve to either increase working capital, or

support the Company's investment needs (one or several of these purposes).

8.Reason for conducting non-public offering:

Based on the status of the capital market, timeliness and feasibility of

fundraising, issuance cost, and the actual needs to attract strategic

investors, and authorizing the Board of Directors to conduct private

placement according to the Company’s actual business needs effectively

increases flexibility and freedom for fundraising.Privately placed

securities cannot be freely traded within three years, can ensure the

long-term cooperation between the Company and strategic investors .

9.Objections or qualified opinions from independent directors:None.

10.Actual price determination date:N/A

11.Reference price:N/A

12.Actual private placement price, and conversion or subscription price:

N/A

13.Rights and obligations of these new shares privately placed:

In principle, they are the same as for the Company's issued common

stock.However, in accordance with Article 43-8 of the Securities

and Exchange Act,these privately placed common shares are under

specific circumstances, and may be freely transferred three years

after delivery. Therefore, once three years have elapsed since the

private placement of common shares, retrospective public offering

and TPEx listing and trading shall be reported according to related

laws and regulations.

14.Record date for any additional share exchange, stock swap,

or subscription:N/A

15.Possible dilution of equity in case of any additional share exchange,

stock swap, or subscription:N/A

16.For additional share exchange or subscription, possible influence of

change in shareholding ratio of TWSE-listed common shares if all privately

placed corporate bonds are converted and shares subscribed for (no.of TWSE -

listed common shares (A), (A) / common shares issued):N/A

17.Please explain any countermeasures for lower circulation in shareholding

if the aforesaid estimated no.of TWSE -listed common shares does not reach

60million and the ratio does not reach 25%:N/A

18.Any other matters that need to be specified:

If any revision to major matters regarding these privately placed common

stocks is required by a competent authority or due to changes in objective

circumstances, excluding the pricing percentage of private placement, but

including the issuance terms and conditions, the issue price, the shares

issued,the total funds raised, the planning items and progress, the

expected use of funds, the expected benefits possible, and any other

matters not covered herein, the shareholders’ meeting shall fully

authorize  the Board of Directors to handle this.