Crowell Development : The Board of Directors' Decision on Matters Related to the Price of Shares Issued by Private Placement in 2022.

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Provided by: CROWELL DEVELOPMENT CORP.
SEQ_NO	2	Date of announcement	2022/02/10	Time of announcement	14:28:29
Subject	The Board of Directors' Decision on Matters Related to the Price of Shares Issued by Private Placement in 2022.
Date of events	2022/02/10	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/02/10 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: (1)The board of directors shall be authorized to select a specified person in accordance with Article 43-6 of the Securities and Exchange Act. (2)Placee/Relationship with the Company: HO CHU Investment Co., Ltd./Board of Directors Albert International Investment Ltd./None Eric Investment Ltd./None Jolin Investment Ltd./None Roger Investment Ltd./None HIYES INTERNATIONAL CO., LTD./None YANG,SHAN-SHAN/None BAIR,SHWU-JENG/None TAO,MEI-CHUAN/None WU,LIU-HO/None HUANG,SHIAO-CHING/None PENG,SHU-YING/None HSIAO,TZU-YIN/None CHOU,SHIH-KAI/None WU,PEI-CHUAN/None HUANG,ZONG-YUAN/None HUANG,ZAO-RONG/None HUANG,LING-RU/None 4.Number of shares or bonds privately placed:50,000,000 shares. 5.Amount limit of the private placement:No more than 50,000,000 common shares. 6.Pricing basis of private placement and its reasonableness: The price of privately placed securities is NT$17.40, which is no lower than 80% of the reference price. The reference price is calculated as follows: (1)After deducting the ex-rights and stock dividend distribution and adding capital reduction and reversionary rights, the simple arithmetic average of closing prices one, three or five business days prior to the price determination date, are calculated as NT$21.40, NT$21.37, and NT$21.33, respectively, with NT$21.40 (average closing price on the previous business day) as the basis. (2)After deducting the ex-rights and stock dividend distribution, and adding capital reduction and reversionary rights, the simple arithmetic average of closing prices 30 business days prior to the price determination date of NT$21.65 was set as the basis. In sum, the average closing price 30 business days prior to the price determination date of NT$21.65 was set as the reference price for the private placement of securities. Considering the degree of impact on equity, the actual issue price for securities privately placed of NT$17.40 per share accounted for 80.37% of the reference price, which was no less than 80% of the reference price as resolved in the shareholders' meeting. Therefore, the conditions and mechanisms for setting the actual issue price of the securities privately placed were deemed reasonable as these were in compliance with relevant laws and regulations, with reference to the Company's operating performance, future outlook and latest share price. 7.Use of the funds raised in this private placement: Strengthening the operating capital and developing new businesses. 8.Reason for conducting non-public offering: The Company plans to issue common shares by private placement in consideration of the status of the capital market and factors such as the timeliness and convenience of fundraising, the issuance cost and equity stability. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:2022/02/10 11.Reference price:21.65 12.Actual private placement price, and conversion or subscription price:17.40 13.Rights and obligations of these new shares privately placed: The rights and obligations shall be the same as the Company's common shares. However, according to Article 43-8 of the Securities and Exchange Act, the privately placed securities shall not be transferred to persons except under special situations. Where three full years have elapsed since the delivery date or book-entry transfer, the privately placed securities can be transferred to persons, and the Company shall file retroactively with the FSC for supplemental public issuance and stock exchange in accordance with relevant laws and regulations. 14.Record date for any additional share exchange, stock swap, or subscription:Not applicable. 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:Not applicable. 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):Not applicable. 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%:Not applicable. 18.Any other matters that need to be specified: (1)Payment period for common shares privately placed:2022/02/11~2022/02/23 (2)Base date of capital increase via private placement:2022/02/23