1.Date of occurrence of the event:2015/03/31

2.Company name:TPK Holding Co., Ltd.

3.Relationship to the Company (please enter "head office" or

"subsidiaries"):head office

4.Reciprocal shareholding ratios:NA

5.Name of the reporting media:announcement on the pricing

of the Third Unsecured Overseas Convertible Bonds

Issuance ("Bonds")

6.Content of the report:NA

7.Cause of occurrence:NA

8.Countermeasures:NA

9.Any other matters that need to be specified:

Pursuant to the letters (Jin-Kuan-Tseng-Fa-10300519131

and Jin-Kuan-Tseng-Fa-1040008497), issued by the

Financial Supervisory Commission on 2014/12/31 and

2015/3/19

I. Total amount of Convertible Bonds issued, face value,

issue price and issue date:

(1) Total amount of the issue: US$250,000,000 (including

the full exercise of the US$100,000,000 over-allotment

option)

(2) Face value: In US$250,000 denominations or in any

integral multiples thereof

(3) Issue price: 100% of face value

(4) Issue date: 2015/4/8

II. Issue coupon/interest rate: 0%

III. Redemption and term of maturity:

Unless previously redeemed, repurchased and cancelled,

or converted, the Bonds will be redeemed by the Issuer on

the Maturity Date at an amount equal to 107.76% of the

principal amount of the Bonds with repayment made in

US dollars. Maturity Date is 2020/4/8.

IV. Conversion and other important matters:

(1) Issuer: TPK Holding Co., Ltd. ("TPK", "the

Issuer" or "the Company")

(2) Use of Proceeds

Procurement of raw materials overseas

(3) The Offering

The Bonds will be issued and offered outside of the Republic

of China ("ROC") pursuant to laws and regulations of the

jurisdictions where the Bonds are to be sold and to

international market practice. All of the Bonds are to be

offered publicly.

(4) Form, Denomination and Issue Price

The Bonds are unsubordinated and unsecured convertible

bonds in registered form. The Bonds will be issued at 100%

of par value in denominations of US$250,000 or in any

integral multiples thereof.

(5) Issue Date: 2015/4/8

(6) Maturity Date: 2020/4/8

(7) Listing: The Luxembourg Stock Exchange.

(8) Coupon Rate:

The coupon interest is 0% per annum. Issuer will not pay

interest to the holders of the Bonds (the "Bondholders").

(9) Redemption on the Maturity Date:

Unless previously redeemed, repurchased and cancelled or

converted, the Bonds will be redeemed in US dollar by the

Issuer on the Maturity Date at an amount equal to 107.76 %

of their principal amount.

(10) Repurchase at the Option of the Bondholders

(a)Each Bondholder shall have the right to require the Issuer

to early redeem the Bonds, in whole or in part, on the third

anniversary of the Issue Date at the amount which represents

for the holder of the Bonds at an amount equal to 104.59 %

of the principal amount of the Bonds.

(b)In the event that the common shares of TPK cease to be

listed on the Taiwan Stock Exchange ("TWSE"), or suspended

from trading on the TWSE for a period of 30 or more

consecutive trading days, each Bondholder shall have the right

to require the Issuer to redeem the Bonds, in whole or in part,

at an amount equal to the principal amount of the Bonds plus a

gross yield of 1.5% per annum, calculated on a semi-annual

basis("Early Redemption Amount").

(c)In the event that a Change of Control as defined in the

Indenture of the Bonds occurs to the Issuer, the Bondholders

shall have the right to require the Issuer to redeem the Bonds,

in whole or in part, at the applicable Early Redemption Amount.

(d)The Bondholder shall exercise the redemption right and the

Issuer shall handle such redemption in accordance with the

procedure provided in the Indenture. The payment will be made

by the Issuer in cash on the payment date designated by the

Issuer pursuant to the Indenture.

(11)Early Redemption at the Option of the Issuer

The issuer may redeem the Bonds in accordance with the

following conditions:

(a)The Issuer has the option to call (in whole but not in part) at

the Early Redemption Amount, anytime after three years from

the Issue Date and prior to the Maturity Date, if the closing

price of the Common Shares on the TWSE, translated into US

dollars at the then prevailing exchange rate, for a period of 20

trading days out of 30 consecutive trading days (in the event of

ex-rights or ex-dividends, the closing price on each applicable

trading days during the period from the ex-rights or ex-dividends

trading day to the ex-rights or ex-dividends record date should be

adjusted to the price taking into account of impact of the ex-rights

or ex-dividends) is at least 130% of the Early Redemption

Amount divided by the Conversion Ratio on such trading day,

defined to be the principal amount of Bonds divided by the

Conversion Price at that time (translated into US dollars at the

Fixed Exchange Rate as determined on the pricing date).

(b)The Issuer may redeem the outstanding Bonds, in whole but

not in part, at the applicable Early Redemption Amount in the

event that more than 90% of the Bonds have been redeemed,

repurchased and cancelled, or converted.

(c)The Issuer may redeem the outstanding Bonds, in whole but

not in part, at the applicable Early Redemption Amount in the

event of changes in the ROC or Cayman Islands taxation, which

results in increase of tax obligation or the necessity to pay

additional interest expense or increase of additional costs to the

Issuer. Bondholders may elect not to have their bonds redeemed

but with no entitlement to any additional amounts or

reimbursement of additional tax.

(12)Conversion

(a) Converted Securities:

Each Bondholder will have the right to convert the Bonds into

the newly-issued common shares ("Common Shares") of

TPK during the Conversion Period (as defined below) at the

then prevailing Conversion Price (the "Conversion Right").

(b) Conversion Procedure:

The converting Bondholders shall, in accordance with the

Indenture, deposit with Conversion Agent outside the ROC a

notice of conversion pursuant to the provisions of Indenture

together with the relevant documents or certificates as may be

required by the law of the ROC or the Cayman Islands and request

the Issuer to convert the Bonds into Common Shares through the

Conversion Agent.

In accordance with current laws and regulations of the ROC, the

Issuer shall issue the Common Shares to the Bondholders who

exercise their Conversion Rights through the book-entry system

of Taiwan Depositary & Clearing Corporation ("TDCC")

within five business day after receipt of the conversion notice.

If the converting Bondholder does not open a qualified account

with TDCC, the Issuer will deliver the Common Shares to such

converting Bondholder through book-entry system of TDCC

after such account is opened. In case any amendments are made

to the aforesaid laws and regulations, the conversion shall be

made in accordance with the then prevailing laws and regulations.

The business day referred in the preceding paragraph shall mean

the trading day of TWSE.

(c)Conversion Period:

Unless previously redeemed, converted, repurchased or cancelled

and except during the Closed Period (as defined below), the

Bonds may be converted at any time starting from 41st day after

the Issue Date to 10 days prior to the Maturity Date into

Common Shares (the "Conversion Period"). Under current

ROC laws and regulations, the Closed Period is defined as below:

(i)The period during which under the laws of the ROC the Issuer

has to close its shareholders' register, which period currently

includes 60 days prior to the date of the annual general

shareholders' meeting, 30 days prior to a special shareholders'

meeting, or 5 days prior to the record date for distribution of

dividends, bonus or other benefits.

(ii)In the event of free distribution of shares, distribution of cash

divided or rights issues, the period from 15 trading days prior to

the record date for determination of shareholders entitled to

receive dividends, subscription of new shares or other benefits to

the record date for the distribution or allocation of the relevant

dividends, rights and benefits.

(iii)In the event of capital decrease of the Company, the period

starts from the record date for capital decrease to one (1) day

prior to the trading day of the shares reissued after the capital

decrease.

(iv)Other period in which the shareholder roster of the Company

is closed pursuant to the ROC laws, Cayman Islands laws, and

TWSE regulations.

If there is any change in the future respect to the relevant laws

and regulations on closed period, the then current laws and

regulations shall apply.

(d)Conversion Price:

The Conversion Price will be NT$240.37 per share.

(USD:NTD=1:31.29)

(e)Number of Common Shares to be Delivered:

Based upon the issue amount of US$250,000,000 and the Conversion

Price of NT$240.37 per share, the number of Conversion shares

should be about 32,543,578 shares.

(f) Adjustment of the Conversion Price:

After the issuance of the Bonds, except for issuance of Common

Shares pursuant to any warrants or convertible securities or

employee bonus, upon the occurrence of any event which will cause

the outstanding shares (including the shares issued by way of private

placement) of the Issuer to increase (including but not limited to:

rights issue, recapitalization of retained earnings or capital surplus,

stock splits, issuing shares in exchange for shares of other company,

issuing shares as consideration for a merger, and rights issue for

sponsoring issue of overseas depositary receipts), and the subscription

or the issue price of new shares is lower than the Market Value per

share (as defined in the Indenture), the Conversion Price shall be

adjusted downward, not upward, in accordance with the Indenture.

The calculation of the Conversion Price shall be made to the nearest

cent of a dollar.

(g)Dividends:

Bondholders do not have the right to receive stock or cash dividends

prior to conversion. After exercising the conversion right, the converting

Bondholders who hold Common Shares after the conversion may enjoy

the same rights to receive dividend distribution as those available to the

holders of Common Shares.

(h)Qualification of Bondholders to Exercise Conversion Rights

In accordance with current laws and regulations of the ROC, PRC

persons are not permitted to convert the Bonds or to register as the

Company's shareholders unless it is a qualified domestic institutional

investor (QDII) within the investment limit prescribed by the relevant

regulatory authorities. In case any amendments are made to the aforesaid

laws and regulations, the conversion shall be made in accordance with the

then prevailing laws and regulations.

(13)Cancellations:

The Bonds which are repurchased (including the repurchase by the Issuer

from secondary market), redeemed, repaid, converted, or put by the

Bondholders will be cancelled and will not be re-issued.

(14)Selling Restrictions:

The Bonds cannot be directly offered, sold, or delivered within the

territories of the ROC.

(15)Underwriting Syndicate and Other Advisors:

International Lead Underwriter(s): J.P. Morgan Securities plc, Barclays

Bank PLC、The HongKong and Shanghai Banking Corporation Limited

Local Lead Underwriter: Yuanta Securities

Trustee: Citicorp International Limited

Paying & Conversion Agent: Citibank, N.A., London Branch

V. Place of offering and transaction: The Luxembourg Stock Exchange

VI. If a portion thereof shall be subscribed to by specific person(s), the

purpose for the subscription of the Bonds by the specific person(s), the

total number of certificates to be subscribed to by the specific person(s),

the total dollar amount thereof, and the relationship between the specific

person(s) and the issuer: N/A.

VII. Fund utilization plan, and a statement of the expected benefits:

For procurement of raw materials overseas

VIII. Impact to Shareholders:

The maximum dilution effect to the original shareholders of this

concurrent offerings of the global depositary receipts and the

US$250,000,000 convertible bonds on April 8, 2015 will be around

13.69% (i.e., the maximum dilution effect around 8.48% from the

convertible bonds, if fully converted based on the conversion price,

and the maximum dilution effect around 5.21% from the global

depositary receipts).


distributed by