1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Class A common stock issued by Luminar Technologies Inc. (“Luminar”)
2.Date of occurrence of the event: 2023/05/10
3.No., unit price, and monetary amount of the transaction:
1,652,892 shares; price per share is based on the volume-weighted average
price for the first 5 trading days ending on 2023/5/8; total amount USD10
million
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Luminar Technologies Inc.; non-related party
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer: NA
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time: NA
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced): NA
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained): NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
(1) Closing will take place within 5 days after the signing, or another date
agreed by the parties. TPK will submit the payment via wire transfer to
Luminar’s designated bank account, and TPK will have book-entry interests
as a record of the purchase.
(2) The shares TPK purchases hereunder are unregistered, and require holding
for 6 months before the shares become resellable.
(3) TPK will have an option to purchase additional Luminar shares up to USD
10 million on the same terms and conditions within 90 days after the
agreement date.
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The current transaction was decided by resolution of board of directors;
fairness opinion;board of directors.
11.Net worth per share of company of the underlying securities acquired or
disposed of: NA
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more: No
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
(1) 1,652,892 shares;
(2) USD 10 million;
(3) Around 0.44%;
(4) Pursuant to Rule 144 under the Securities Act, shares are not eligible
for resale until at least 6 months from the issuance date.
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
As a percentage of total assets: 0.37%
As a percentage of shareholders' equity of the parent company: 0.83%
Operating capital: NTD31,210,478,000
15.Broker and broker's fee: NA
16.Concrete purpose or use of the acquisition or disposition: To enhance the
collaboration between the parties.
17.Whether the directors expressed any objection to the present transaction:No
18.Whether the trading counterparty is a related party:No
19.Date of approval by board of directors:NA
20.Recognition date by supervisors or approval date by audit committee:NA
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:No
22.Name of the CPA firm:Crowe(TW) CPAs
23.Name of the CPA:CHIU, CHI-SHENG
24.License no.of the CPA:10200032833
25.Any other matters that need to be specified:
(1)About Luminar
Luminar was the first to deliver LiDAR sensor and software to enable
autonomous consumer vehicle and trucking for volume production. Luminar
currently has 50 industry partners, including automotive OEMs like Volvo,
Mercedes-Benz, and Daimler Trucks, as well as tech partners NVIDIA and
Intel's Mobileye. Luminar became listed on NASDAQ (ticker: LAZR) through
merger with a special purpose acquisition company in December 2022.
(2) USD 1 = NTD 30.705
(3) The most recent financial statement as of this announcement is the
2022 audit report.
(4) Luminar's number of shares outstanding as of 2023/4/23 is 377,558,299.
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