PharmaEssentia : The Company's Board of Directors Approved to Conduct the Third Private Placement of Common Shares in 2021

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Provided by: PharmaEssentia Corp.
SEQ_NO	2	Date of announcement	2022/04/19	Time of announcement	17:11:05
Subject	The Company's Board of Directors Approved to Conduct the Third Private Placement of Common Shares in 2021
Date of events	2022/04/19	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/19 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: (1)The counterparties for the private placement shall be limited to the specific persons meeting the requirement set forth in Article 43-6 of the Securities and Exchange Act and the former SFC's Order No. Tai- Cai-Zheng-I-0910003455, dated June 13, 2002 (2)The counterparties for the private placement and their relationship with the Company: <1> Chinafirst Steel Ropes Manufacturing Company: Shareholder <2> SinoPac Venture Capital Co., Ltd.: None <3> Hunya Foods Co., Ltd.: Shareholder <4> Chan Chao International Co., Ltd.: None <5> Infomedia Inc.: None <6> SL Link Co., Ltd.: None <7> CSC Venture Capital Corp.: None <8> Shujun Wang: Shareholder <9> Xiaoyuan Wang: Shareholder <10> Meili Tian: Shareholder <11> Ruiyu Yu: Shareholder <12> Zhengwei Li: Shareholder <13> Xingjin Lin: Shareholder <14> Zongtan Lin: Shareholder <15> Qiufang Lin: Shareholder <16> Qingsheng Tang: Shareholder <17> Yumin Juang: None <18> Benyuan Chen: Director <19> Meifang Chen: None <20> Maotang Chen: Shareholder <21> Chaohe Chen: Shareholder <22> Hancheng Chen: Shareholder <23> Shuzhu Peng: Shareholder <24> Kueiji You: Shareholder <25> Huanwen Huang: Shareholder <26> Yongjie Ye: None <27>Pingnan Liao: Shareholder <28> Wenjun Xiong: Shareholder <29> Liangyin Liu: None <30> Peiyu Tsai: Shareholder <31> Yuehua Tsai: Shareholder <32> Shujing Lu: Shareholder <33> Kaiwen Xie: Shareholder <34> Yuzhen Jian: Shareholder <35> Taisong Luo: Shareholder 4.Number of shares or bonds privately placed:7,334,000 common shares. 5.Amount limit of the private placement: Pursuant to the resolution of the shareholders' meeting on August 5, 2021, the Company is authorized to choose appropriate timing and fund-raising instruments, as well as one or a combination of methods to issue common shares through cash capital increase for participation in issuance of overseas depositary receipts and/or conduct private placement of common shares through cash capital increase and/or conduct private placement of overseas or domestic convertible corporate bonds within the limit of 50,000,000 common shares. 6.Pricing basis of private placement and its reasonableness: A.Pricing basis of private placement and its reasonableness: (1)The reference price of common shares of the private placement shall be the higher of the following two calculations: a.The simple average closing price of the Company's common shares 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.The simple average closing price of the Company's common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. (2)The subscription price for common shares of the private placement shall not be lower than 80 percent of the reference price. B.The date of the Board of Directors, April 19, 2022, is decided as the price determination date. a.The simple average closing price of the common shares of the 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 is NT$304, NT$308.7 and NT$308.8 respectively. NT$308.8 is chosen as the basis. b.The simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction is NT$310.4. c.Based on the above information, the higher one of the two basis price, NT$310.4, is chosen as the final reference price. The issuance price for this private placement is NT$250 per share equivalent to 80.54% of the reference price. The issuance price of the common shares of this private placement is not lower than 80% of the reference price approved by the shareholders' meeting. C.The subscription price for common shares of this private placement is determined with reference to the simple average closing price of the Company's common shares traded in a centralized securities exchange for a period; hence, the method and condition of the pricing of the private placement is in accordance with Directions for Public Companies Conducting Private Placements of Securities and should be reasonable. 7.Use of the funds raised in the private placement: The funds raised hereby shall serve one or multiple purposes, including working capital increase, financial structure strengthening, new drug research and development, reinvestment, fixed asset purchase, and support of the Company's long-term development funding inquiry. 8.Reasons for conducting non-public offering: In consideration of time efficiency, convenience of the private placement and the three-year lock-up period, private placement ensures a long-term relationship between the Company and the shareholders; in addition, private placement enhances the flexibility and efficiency of fund-raising upon the capital inquiry of the Company through the approval of the Board of Directors. Therefore, it is necessary to conduct fund-raising through private placement. 9.Objections or qualified opinions from independent Board of Directors:None. 10.Actual price determination date:2022/04/19 11.Reference price:NT$310.4 12.Actual private placement price, and conversion or subscription price: NT$250 13.Rights and obligations of these new shares privately placed: The rights and obligations for the common shares of this private placement are the same as those for the Company's issued common shares. However, in accordance with Article 43-8 of the Securities and Exchange Act, these privately placed common shares cannot be freely transferred except for specific circumstances and may be freely transferred after three years of delivery. For this private placement of securities, the Board of Directors is authorized to apply for an approval letter of compliance with listing standards with TPEx after three years have elapsed since private placement and delivery, and then report retrospective public offering and apply with the competent authority for TPEx listing and trading. 14.Reference 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 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):N/A 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%:N/A 18.Any other matters that need to be specified: (1)The payment period of the private placement of common shares: 2022/04/19~2022/05/03 (2)The reference date of the capital increase of the private placement of common shares: 2022/05/04 (3)The actual placees and subscribed shares of the private placement are subject to change, and the chairperson is proposed to be fully authorized to handle. (4)It is proposed that the chairperson is authorized to handle all matters related to the private placement and sign relevant contracts and documents on behalf of the Company. The chairperson is fully authorized to address any issues not mentioned herein or revision regarding the private placement required by a competent authority.