Phihong Technology : The Company's BOD has approved the price of common shares for private placement and published subscribers' information

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Provided by: PHIHONG TECHNOLOGY CO., LTD.
SEQ_NO	2	Date of announcement	2021/12/22	Time of announcement	18:32:46
Subject	The Company's BOD has approved the price of common shares for private placement and published subscribers' information
Date of events	2021/12/22	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2021/12/22 2.Types of securities privately placed:common shares 3.Counterparties for private placement and their relationship with the Company: (1)The subscribers of the private placement is limited to those who meet the requirements under Article 43-6 of the Securities and Exchange Act (��SEA��) and the Explanation (91)Tai Cai Zheng Yi Zi No.09100003455 issued by Financial Supervisory Commission on June 13, 2002 about the regulation of the specific persons. (2)The subscriber for the private placement is a strategic investor, and the chosen subscriber can assist the Company��s operations with various management and financial resources, provide operational management techniques, strengthen financial cost management and support business development and expansion so as to improve the Company's competitiveness, operational efficiency, and long-term development, and should be beneficial to shareholders' equity. (3)Subscribers list: Taiwan Cement Corporation; it has no relationship with the Company. For the subscriber as a legal person in the abovementioned list, the names of its 10 largest shareholders, the holding percentage of each, and their relationship with the subscriber are listed as follows: The 10 largest shareholders of Taiwan Cement Corporation/holding percentage/ relationship Chinatrust Investment Co., Ltd/4.00/None Chia Hsin Cement Corporation/3.60/ None Taiean Life Insurance Co., Ltd./2.02/ None Labor Retirement Reserve Fund /1.90/ None Cathy Life Insurance Co., Ltd. /1.86/ None China Life Insurance Co., Ltd. /1.83/ None New Labor Pension Scheme Fund /1.80/ None Chia Hsin International Co., Ltd. /1.75/ None Fubon Life Insurance Co., Ltd. /1.74/ None International CSRC Investment Holdings Co., Ltd. /1.71/ None 4.Number of shares or bonds privately placed: 18,760,000 shares are issued in the first issuance of privately placed common shares, 18,760,000 shares are issued in the second issuance of privately placed common shares, totaling 37,520,000 shares. 5.Amount limit of the private placement: The shareholders' meeting has authorized that, with the limitation of no more than 37,520,000 common shares, the board of directors (the��Board��) may conduct private placement in two batches within one year from the date of the resolution of the shareholders' meeting (the ��Private Placement��) at appropriate timing in accordance with relevant laws and regulations, in consideration of the market conditions and the Company's actual demand for operations. 6.Pricing basis of private placement and its reasonableness: (1)The reference price of the Private Placement should be calculated according to the following two bases: the higher of the (a) the simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, deducting any distribution of stock dividends, or cash dividends, and adding back the share price after capital reduction, and (b)the simple average closing price of the common shares for the 30 business days before the price determination date, deducting any distribution of stock dividends or cash dividends, and adding back the share price after capital reduction. In addition, the actual private placement price of the Private Placement should not be lower than 85% of the reference price. (2)December 22, 2021, the date on which this Board is convened, is the price determination date of the first and second issuance of the Private Placement: (a)the simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date are respectively NT$ 43.05, 44.53, 44.73. Based on the simple average closing price of the common shares for five business days before the price determination date, deducting any distribution of stock dividends or cash dividends, and adding back the share price after capital reduction, the price is NT$ 44.73; (b) the simple average closing price of the common shares for the 30 business days before the price determination date, deducting any distribution of stock dividends or cash dividends, and adding back the share price after capital reduction, is NT$ 38.74. The higher price among the above two calculation bases is set as the reference price. Therefore, the reference price of the Private Placement is NT$ 44.73 . (3)Further, the actual private placement price of the Private Placement should not be lower than 85% of the reference price. Therefore, the actual private placement price of the first and second issuance of the Private Placement is set as NT$ 40.26 per share, 90 % of the reference price, and the total amount raised is NT$ 1,510,555,200. 7.Use of the funds raised in this private placement: The funds raised by the Private Placement are expected to be used to enrich the working capital, strengthen its financial structure, and support other fund requirements for the Company's long-term development of one or more fund utilization plans. 8.Reason for conducting non-public offering: In consideration of the conditions of the capital market, timeliness and feasibility of fundraising, the issuance cost, and the actual need of introducing strategic investors; in addition, considering that private placement is rather rapid and simple, and that securities issued by private placement are in principle subject to a three-year lockup restriction on share transfer so that a long-term partnership between the Company and strategic investors can be better secured. Furthermore, authorizing the Board to conduct private placement in batches and at appropriate timing according to the actual need of Company's business will also effectively improve the Company's mobility and flexibility in fundraising. Therefore, the Company issues common shares by private placement instead of conducting a public offering. The conduction of Private Placement is expected to have a sound financial structure and benefits of improving operational efficiency, and it will also be beneficial to shareholders' equity. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:2021/12/22 11.Reference price:NT$44.73 12.Actual private placement price, and conversion or subscription price: NT$ 40.26 13.Rights and obligations of these new shares privately placed: The first and second issuance of the Private Placement will be delivered without printing certificate. The rights and obligations of the shares issued by the Private Placement will be the same as the issued and outstanding common shares of the Company. However, according to Article 43-8 of the SEA, unless meeting certain circumstances, the privately placed securities shall not be transferred freely until three years after the delivery of privately placed securities. After three years from the delivery of the Company's privately placed common shares, the Board is authorized to, depending on situations then, obtain an approval letter issued by the Taiwan Stock Exchange Corporation (��TWSE��) acknowledging that the securities have met the listing criteria, apply with the competent authorities for public issuance, and apply for TWSE listing of such privately placed common shares. 14.Record 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 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):NA 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%:NA 18.Any other matters that need to be specified: (1)The private placement payment date for the first and second issuance of the Private Placement: from December 23, 2021 to December 24, 2021. (2)The record date of for the first and second issuance of the Private Placement:December 24, 2021. (3)In terms of the first and second issuance of the Private Placement, the Company's extraordinary shareholders�� meeting has resolved on December 16, 2021 to authorize the chairman of the Board or his / her designee to represent the Company to execute and negotiate all the agreements and documentation of the Private Placement and to handle all matters related to the Private Placement. In addition, depending on the actual needs of the Company, the market conditions and relevant laws and regulations, the extraordinary shareholders' meeting on December 16, 2021 has also resolved to authorize the Board full discretionary power to resolve, adjust and handle the main content and other matters in connection of the first and second issuance of the Private Placement. If any revision or adjustment has to be made due to amendment to the laws and regulations, the competent authorities' instructions, or based on changes in objective environmental factors such as operational assessments or the market status, the Board is also authorized with full discretionary power to handle all related matters in accordance with relevant laws and regulations.