Chunghwa Chemical Synthesis & Biotech : The board of directors of the company has resolved to conduct private placement of ordinary shares

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Provided by: Chunghwa Chemical Synthesis & Biotech Co.,Ltd
SEQ_NO	7	Date of announcement	2022/03/08	Time of announcement	21:01:08
Subject	The board of directors of the company has resolved to conduct private placement of ordinary shares
Date of events	2022/03/08	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/08 2.Types of securities privately placed:ordinary shares 3.Counterparties for private placement and their relationship with the Company:The target of this private placement is to meet the qualifications stipulated in Article 43-6, Paragraph 1 of the Securities and Exchange Act, and to assist the company to improve technology, improve quality, reduce costs, increase efficiency, expand markets, improve corporate governance, and strengthen risks. Management and other benefits, and are limited to strategic investors who agree with the company's business philosophy. However, the Company has no specific person that has been negotiated yet. Matters related to negotiating a specific person are proposed to be submitted to the general meeting of shareholders to authorize the board of directors to do so. 4.Number of shares or bonds privately placed: It is proposed to request the shareholders' meeting to authorize the board of directors to select an appropriate time and fund-raising tool within the limit of 15,512,000 ordinary shares, depending on the market conditions and the company's needs, in accordance with the relevant laws and the following principles of fund-raising methods, choose one or a combination method, or a combination method. Simultaneously issue common shares or issue domestic convertible corporate bonds (including secured or unsecured convertible corporate bonds). 5.Amount limit of the private placement: It is proposed to request the shareholders' meeting to authorize the board of directors to select an appropriate time and fund-raising tool within the limit of 15,512,000 ordinary shares, depending on the market conditions and the company's needs, in accordance with the relevant laws and the following principles of fund-raising methods, choose one or a combination method, or a combination method. Simultaneously issue common shares or issue domestic convertible corporate bonds (including secured or unsecured convertible corporate bonds). 6.Pricing basis of private placement and its reasonableness: The private placement price (including the private placement convertible corporate bond conversion price) will be determined in accordance with the laws and regulations of the competent authority, with reference to the following reference price or theoretical price, and considering that the Securities and Exchange Act has a three-year transfer restriction on private placement securities, it is therefore The price should be set reasonably. 7.Use of the funds raised in this private placement: In order to enrich working capital, repay company debt or other capital needs for future development of the company 8.Reason for conducting non-public offering: Consider capital market conditions, timeliness and feasibility of raising capital, issuance costs and the actual needs of introducing strategic investors; while private equity securities are subject to the three-year non-free transfer requirement, which can ensure corporate and strategic investment Due to the long-term cooperative relationship between partners, it is planned to issue securities by private placement instead of public offering. 9.Objections or qualified opinions from independent directors:none 10.Actual price determination date: It is proposed to request the shareholders' meeting to authorize the board of directors to act in accordance with relevant regulations. 11.Reference price: A、The price per share of private common stock shall not be lower than 80% of the reference price. The reference price is determined based on the higher of the following two benchmarks: (1) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. (2) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction. B、The issue price of privately placed convertible corporate bonds shall not be lower than 80% of the theoretical price. The theoretical price will be determined based on a pricing model that covers and takes into account the various rights contained in the issuance conditions. C、The pricing date, the actual reference price and theoretical price, and the actual issue price (including the conversion price of privately placed convertible corporate bonds) are proposed to the shareholders' meeting to Qauthorize the board of directors to decide on the basis of the above regulations, market conditions, objective conditions, and the circumstances of specific individuals to be negotiated in the future. 12.Actual private placement price, and conversion or subscription price: It is proposed to request the shareholders' meeting to authorize the board of directors to act in accordance with relevant regulations. 13.Rights and obligations of these new shares privately placed: Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, the rights and obligations of ordinary shares that have been issued by the company are the same as those of ordinary shares that have been issued by the company. 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: (1) It is proposed to authorize the Board to determine, proceed or revise the issuance plan of private placement through instruments such as common shares, Domestic convertible bonds (including secured or unsecured Qcorporate bonds), including issue price, shares, terms and conditions, amount, record date, plan items, projected progresses and benefits, and any other item related to the issuance plan, based on market conditions. It is also proposed to authorize the Board to revise the issuance plan based on operation evaluation, environment changes or if receiving instructions from government authorities. (2) It is proposed to authorize the Chairman or person assigned by the Chairman to represent the Company to negotiate, arrange and sign any document and contract regarding the private placement plan. For matters regarding private placement but not included above, it is proposed to authorize the Chairman to handle, according to related laws and regulations.