China Communications Media : Announce the Company's resolution in the Board of Directors' Meeting to issue common stock by private placement

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Provided by: China Communications Media Group Co., Ltd.
SEQ_NO	2	Date of announcement	2022/04/26	Time of announcement	15:30:37
Subject	Announce the Company's resolution in the Board of Directors' Meeting to issue common stock by private placement
Date of events	2022/04/26	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/26 2.Types of securities privately placed:Common stock 3.Counterparties for private placement and their relationship with the Company: The subject to whom this round of common stock by private placement targets are those ones meeting the regulation set forth in Article 43-6 of the Securities Trade Act and Order No. FSC-2002-06-13 (91 Tai) - Tsai-Cheng-Tzi No. 0910003455. Subscribers who are classified as strategic investors are constricted to make choices as those subjects above do. Although none of such subscribers are reached as of now, insider subscribers may be included; the provisional list, way of choice and purpose, as well as feasibility and necessity for insider or related parties to such subscribers are stated as follows: A.Insider subscribers or related parties list and relationship with the Company a.LongWay Consultancy Holding Limited (relationship with the Company: corporate director) b.Goh, Hwan Hua (Relationship with the Company: Representative of corporate director & Chairman) c.China Mobile media Investment Group Ltd (Relationship with the Company: Corporate Chairman of the Board) d.Kok, Siew Yoke(Relationship with the Company: Representative of corporate director) e.Universal Altitude Investment Limited(Relationship with the Company: Corporate Chairman of the Board) f.Teo, Kean Eek(Relationship with the Company: Representative of corporate director) g.Jacy Chen(Relationship with the Company: Chief Accountant) h.Li,Ching Ju(Relationship with the Company: director ) B.Top 10 shareholders for subscribers who are legal persons, Shareholding ratio, and relationship with the Company a. Probable subscriber: China Mobile media Investment Group Ltd I. Name of Top 10 shareholders: Goh Hwan Hua II. Shareholding percentage: 100% III. Relationship with the Company: Representative of corporate director b. Probable subscriber: Universal Altitude Investment Limited I. Name of Top 10 shareholders: Agile Partner Ltd II. Shareholding percentage: 100% III. Relationship with the Company: Representative of corporate director c. Probable subscriber: LongWay Consultancy Holding Limited I. Name of Top 10 shareholders: Goh, Hwan Hua II. Shareholding percentage: 100% III. Relationship with the Company: Representative of corporate director 4.Number of shares or bonds privately placed:Upper limit of common stock, 5,000,000 shares 5.Amount limit of the private placement:The upper limit of common stock by private placement is expected to be 5,000,000 shares, where the Board of Directors will be proposed to be authorized in the General Shareholders' Meeting to complete it four times a year since the resolution day. 6.Pricing basis of private placement and its reasonableness: 1.The price for the private placement this time is subject to either of the simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction or the simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The Board of Directors is authorized to determine the actual price determination day and actual privately placed price accounting for not less than the percentage determined in the General Shareholders' Meeting by contacting specified parties. The privately placed price is determined pursuant to laws and orders issued by competent authorities with consideration of market price and limit of transfer reasonably. 2.In event that the subscription price for the issued ordinary shares through private placement capital increase comes to be lower than the face value of the shares pursuant to the foregoing pricing policy, as it has been handled based on the pricing policy regulated by laws and regulations, whenever it causes loss accrued and thus has an impact on the shareholders' equity, the Company shall compensate for such losses with capital reduction, surplus or capital reserve depending on the company's operation and market conditions. 7.Use of the funds raised in the private placement: Reinvested in subsidiary or invested in new business to enrich operating capital. 8.Reasons for conducting non-public offering: In consideration of expedition and convenience by private placement, and the regulation disallowing free transfer of privately placed security within 3 years, the long-term relationship between the Company and subscribers is assured more; besides, private placement by authorizing the Board of Directors depending on actual operating needs also will improve the Company's mobility and flexibility raising funds effectively. 9.Objections or qualified opinions from independent Board of Directors:NA 10.Actual price determination date: The Board of Directors is authorized to determine the actual price determination day by contacting specified parties subsequently. 11.Reference price: a.simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. b.simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, orcapital reduction. 12.Actual private placement price, and conversion or subscription price:TBA 13.Rights and obligations of these new shares privately placed: They are basically the same as the ordinary shares issued by the Company, and such privately placed equity shares shall not be transferred at free will within 3 years of the delivery as specified in the Securities and Exchange Act and other relevant laws and regulations, unless those assignees as specified in Article 43-8 of the Securities Exchange Act. With three (3) years from the date of delivery of the shares, the Board of Directors is authorized to determine if the competent authority shall be filed for the public issuance of ordinary shares issued by private placement and OTC trades depending on the current situations pursuant to relevant regulations. 14.Reference date for any additional share exchange, stock swap, or subscription:NA 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TPEx -listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TPEx -listed common shares (a), (a) / outstanding common shares):NA 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TPEx -listed common shares does not reach 5 million and the ratio does not reach 25%:NA 18.Any other matters that need to be specified: The private placement of security for now will be done by twice a year since the day proposing to be the resolution in the General Shareholders' Meeting, which it focuses on price issued, number of shares issued, issuing condition, items in the plan, funding amount, expected progress of the use of fund and expected efficiency and other related matters, and for any changes required from the competent authority's approval or based on evaluation of operation or objective environment, the Board of Directors is proposed to be authorized with full power and rights in the General Shareholders' Meeting.