China Communications Media : Correction that GCS Board of Directors resolved the issuance of ordinary shares by private placement (To correct amount limit of the private placement)

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Provided by: China Communications Media Group Co., Ltd.
SEQ_NO	1	Date of announcement	2022/07/19	Time of announcement	15:06:40
Subject	Correction that GCS Board of Directors resolved the issuance of ordinary shares by private placement (To correct amount limit of the private placement)
Date of events	2022/07/19	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/07/19 2.Types of securities privately placed: Issue ordinary shares by private placement 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. Albert Lin (relationship with the Company: Former Chairman) b. China Mobile media Investment Group Ltd (Relationship with the Company: corporate director) c. Qi Lai(Relationship with the Company: Former Representative of corporate director) d. Universal Altitude Investment Limited(Relationship with the Company: corporate director) e. Nagi-Chi Chan(Relationship with the Company: Former Representative of corporate director) f. James Chang(Relationship with the Company: Former Representative of corporate director. Former General Manager) g. Jacy Chen(Relationship with the Company: Chief Accountant) h. Goh, Hwan Hua(Relationship with the Company: Chairman & CEO) i. Agile Partner Ltd(Relationship with the Company: Representative of corporate director) j. LongWay Consultancy Holding Limited(Relationship with the Company: corporate 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: Qi Lai II. Shareholding percentage: 100% III. Relationship with the Company: Former Representative of corporate director b. Probable subscriber: Universal Altitude Investment Limited I. Name of Top 10 shareholders: James Chang II. Shareholding percentage: 100% III. Relationship with the Company: Former General Manager. Former Representativeof corporate director c. Probable subscriber: Agile Partner Ltd I. Name of Top 10 shareholders: Teo, Kean Eek II. Shareholding percentage: 100% III. Relationship with the Company: Representative of corporate director d. 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 (2).This private placement of ordinary shares for cash capital increase does not exclude any subscriber eligible for private placement. However, considering the current economic situation and the understanding of the current operating conditions of the Company, the objects of private placement consultation are still the current insiders and related parties of the Company. Therefore, the management right will not change significantly and the Chairman is authorized to decide the subscribers of this private placement. 4.Number of shares or bonds privately placed:5,330,000 shares. 5.Amount limit of the private placement: The 2021 general meeting of shareholders approved the issuance of two shares within a year with a quota of no more than 40,000,000 ordinary shares. This is the second issuance of 9,000,000 shares. It is expected that only 5,330,000 ordinary shares will be issued, and the remaining 3,670,000 shares will be abandoned and will not be issued. 6.Pricing basis of private placement and its reasonableness: (1).This private placement of ordinary shares was resolved by the Company's General Shareholders'Meeting July 20, 2021 in accordance with Article 43-6 of the Securities and Exchange Act, with the objectives to enrich the working capital, reinvest in subsidiaries or invest in new enterprises and strengthen the competitiveness of the Company. A.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. B.The common stock price by private placement this time where the subscription price formulated as above is lower than its face value is deemed reasonable as it was determined by law and has reflected market price; in case of the increase of accumulated loss affects equity, the Company will compensate such losses by capital reduction, surplus or capital reserve. 7.Use of the funds raised in the private placement: Reinvested in subsidiary or invested in new business to enrich operating capital and strengthen competiveness. 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:No. 10.Actual price determination date:2022/07/12 11.Reference price:NT$ 17.64 per share. 12.Actual private placement price, and conversion or subscription price:NT$ 14.4 per share. 13.Rights and obligations of these new shares privately placed: In principle, the rights and obligations of these shares shall be the same as those of the ordinary shares issued by the Company. However, in accordance with the provisions of the Securities and Exchange Act and other relevant laws and regulations, these new shares private placed shall not be freely transferred within three years after the delivery date, except for the transfer to objects in accordance with Article 43-8 of the Securities and Exchange Act. After the expiration of three years from the date of share delivery, the Board of Directors is authorized to decide whether to apply to the competent authority for making up the public offering of common shares issued by this private placement and applying for OTC trading in accordance with 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%:Not applicable 18.Any other matters that need to be specified: The board of directors resolution at 12nd July,2022,but authorized by the Board of Directors,the chairman adjusted the number of shares to 4,100,000 shares on 19th July,2022. The quota of the remaining 1,230,000 shares will not continue to be processed due to the expiration of the time limit.