Delpha Construction : To announce the Company’s Board resolution on the issuance price of ordinary shares issued through private placement in 2022 and related matters

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Provided by: DELPHA CONSTRUCTION CO.,LTD.
SEQ_NO	1	Date of announcement	2022/02/10	Time of announcement	18:25:49
Subject	To announce the Company's Board resolution on the issuance price of ordinary shares issued through private placement in 2022 and related matters
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:Ordinary shares 3.Counterparties for private placement and their relationship with the Company: (1) Select the specified persons under Article 43-6 of the Securities and Exchange Act, and authorize the Board to resolve it. (2) Relationship between the placee and the Company LI,JIN-YI / the Company's director YE,JIAN-WEI /the Company's independent director WANG,MU-FAN / the Company's independent director GUO,MING-ZHEN /the spouse of the Company's manager CHIEN,LIN-CHIN / the Company's manager WU,SING-SUEI / the Company's manager HOU,SU-FEN /None Hung Yi Investment Co., Ltd. / the Company' s related party HOU,BO-YAO / None SHI,GANG-HONG/ None LIU,XIN-HAI / None YANG,XUE-E/None CHEN,YING/None Neng Hong Investment Holdings Co., LTD. / None Zhong Bo Consultant Co., Ltd./ None WANG,PEI-YU / None ZHOU,CHONG-YUE / None FENG,XIN-YI /None Hiyes International Co., Ltd./ None XIAO,YU-JIE/None Chung Hou Investment Co., LTD. / None CHEN,ZHENG-YAO / None LIN,ZHI-HONG / None ZHANG,XIU-ZHEN / None Han Lin Investment Co., Ltd./ None HUANG,ZONG-YUAN / None HUANG,ZAO-RONG / None HUANG,LING-RU / None BAI,SHU-ZHEN / None PENG,SHU-ING / None HUANG,XIAO-JING / None XU,ZHEN-HUA / None CHEN,SHIH-YANG / None GAO,RU-XIN / None Chang Yun Investment Co., LTD. / None 4.Number of shares or bonds privately placed:53,571,000 shares 5.Amount limit of the private placement: No more than 140,000,000 shares and issued in 1~3 installments within one year as of the date of resolution rendered by the 2021 special shareholders'meeting. 6.Pricing basis of private placement and its reasonableness: At Par value per share for the private placement: NT$12.00, no less than 80% of the reference price, which is calculated in the following manners: (1) The simple average closing price of the ordinary 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 is NT$14.55, NT$14.45 or NT$14.48 respectively. The average closing price for the 1 business days is selected as the pricing. (2) The simple average closing price of the ordinary shares 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$14.63. In conclusion, the higher of said pricing shall apply and, therefore, the reference price for the private placement is set as NT$14.63. In consideration of the effect posed to the shareholders' equity, NT$12.00 is set as the issuance price for the current private placement, namely 82.03% of the reference price is no less than 80% of the reference price resolved by the shareholders' meeting. Given this, the approach to setting the issuance price for the current private placement and conditions thereof should be considered satisfying the relevant laws and regulations, reasonable in terms of the Company's business performance and outlook, and the most recent stock price prevailing in the stock market. 7.Use of the funds raised in this private placement: For the single or multiple fund utilization plans, including enrichment of the working capital, repayment of bank loans or satisfaction with the requirement for future long-term development. 8.Reason for conducting non-public offering: The Company adopts the issuance of ordinary shares through private placement after taking into account the capital market's condition, as well as the timeliness, availability, issuance cost and equity stability of the fundraising. 9.Objections or qualified opinions from independent directors: None 10.Actual price determination date:2022/02/10 11.Reference price:NT$14.63 12.Actual private placement price, and conversion or subscription price: NT$12.00 13.Rights and obligations of these new shares privately placed: In principle, the rights in the ordinary shares issued through the current private are same as those in the ordinary shares already issued by the Company. Notwithstanding, according to the Securities and Exchange Act, the shares issued by the Company through private placement shall not be re-sold to any person other than the transferees referred to in Article 43-8 of the Act within three years upon the date of delivery. Upon expiration of three years after the date of delivery of the Company's shares issued through private placement, the Board is authorized to decide whether it is necessary to apply for the approval letter for listing with TWSE pursuant to the relevant requirements, subject to the circumstances, and then apply for public offering thereof and also for listing, if necessary, with FSC. 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) The proposal for the private placement of ordinary shares was approved by the special shareholders' meeting on November 30, 2021, under which the total number of shares to be issued shall be no more than 140,000 thousand shares. (2) The issuance price and number of issuance, 53,571,000 shares, were approved by the Board meeting on February 10, 2022. Payment period: February 10, 2022~February 24, 2022. Record date for capital increase through private placement: February 24, 2022.