Letter To Shareholders - Mitac

MiTAC International Corp.
Regulations Governing Domestic 3 rd Convertible Corporate Debenture Bond Issuance
and Conversion
1. Bonds
The Domestic 3 rd Convertible Corporate Debenture Bond (referred to as “the convertible
bond” hereinafter) of MiTAC (referred to as “the Company” hereinafter).
2. Issuing date
August 12, 2005 (referred to as the “issuing date” hereinafter).
3. Total issuance amount and par value
Total issuance amount is for NT$3 billion at NT$100,000 par and it is issued at face value.
4. Issuance period
Issuance period is for 5-year from August 12, 2005 to August 11, 2010 (referred to as the
“due date” hereinafter).
5. Bond face rate
Face rate is 0%.
6. Sinking fund and date
Bondholders may have the bond converted to common stock shares of the Company
according to Article 10 of the Governing Regulations or exercise the Put right according to
Article 18 of the Governing Regulations, or, the Company exercises the Call right before
due date according to Article 17 of the Governing Regulations, or, redeems the bond in a
lump sum at face value on the due date.
7. Collateral
This convertible bond is a bond without collateral. Upon the issuance of the convertible
bond, if the Company has other guaranteed bond with option or convertible bond issued,
this convertible bond will be processed equivalently as the guaranteed bond with option or
convertible bond with equivalent credit or collateral right.
8. Converting object
The Company will have new stock shares issued for the conversion to common stock.
9. Converting period
Except for the period from the three business days prior to the book closure period, book
closure ex-right date while the Company contacting Stock Exchange Corporation for stock
dividend, book closure ex-dividend date for cash dividend, and book closure ex-right date
for recapitalization of cash to the distribution date, bondholders may inform Taiwan
Depository & Clearing Corporation (referred to as “the TDCC” hereinafter) by brokers to
contact the underwriting office of the Company to have the convertible bonds converted to
the common stock of the Company in accordance with Article 10, Article 11, and Article 15
of the Governing Regulations since the day after the issuance of this convertible bond for
one month till ten days before the due date.
10. Converting procedure
(1) Bondholders fill out the “Convertible Bond Bank Account Conversion / Redemption /
Put Application Form” (remarked “conversion”) at the security brokers and then the
security broker is to have an application filed to the depository & clearing company.
The depository & clearing company is to have the application forwarded to the
underwriting office of the Company for immediate conversion and it cannot be
withdrawn. The conversion process will be completed in five business days upon
receiving and with common stock of the Company deposited into the account of the
bondholders.
(2) Overseas Chinese and foreigners who have applied to have the convertible bond
converted to the common stock of the Company are to have the process arranged by
39