Great Tree Pharmacy : Board of Directors resolved to conduct private placement of common shares

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Provided by: Great Tree Pharmacy Co.,Ltd.
SEQ_NO	1	Date of announcement	2022/04/06	Time of announcement	19:53:09
Subject	Great Tree Pharmacy Co., Ltd.'s Board of Directors resolved to conduct private placement of common shares
Date of events	2022/04/06	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/04/06 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: (1)The counterpaties for this private placement shall meet the qualifications for specific persons listed in Article 43-6 of the Securties and Exchange Act, and are limited to strategic investors, prioritizing those who could benefit the Company's long-term development, competitiveness, and rights of existing sharholders. (2)In order to enhance competitiveness, increase operating efficiency and long-term development,strategic investors can directly or indirectly improve the Company's the finance, buiness ,brand ,market share, purchase, management and development. (3)The Company has not found specific persons yet and is proposed to authorize the Board of Directors to find specific persons and handle related matters. 4.Number of shares or bonds privately placed: It will be proposed for the sahreholders meeting to authorize the Board of Directors to choose appropriate timing and fund fundrasising instrument(s) by one or a combination of methods:conduct private placement of common shares and/or conduct private placement of domestic convertible corporate bonds, within the limit of 2 million common shares, depending on the market conditions and the Company's needs, in accordance with the applicable laws and regulations and the following fund raising method principles.When domestic convertible corporate bonds are issued through privated placement, the number of common shares that can be converted from privately placed convertible corporate bonds shall be within the aforementioned scope of 2 million shares, and shall be calculated in accordance with the conversion price determined at the time of private placement. 5.Amount limit of the private placement: To be determined 6.Pricing basis of private placement and its reasonableness: (1)The issue price of the privately placed common shares shall not be lower than 80 percent of the reference price. The refercence price shall be the higher of the following two calculations: A.The simple average closing price of the common shares for either the 1, 3, or 5 buiness days before the price determination date, after adjustment for any distrubution of stock dividends, cash dividends or capital reduction. B.The simple average closing price of the 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 setting of the privately placed domestic unsecured convertible corporate bonds price is not lower than 80 percent of the reference price, the setting method of which is compliance with the existing laws and reguqlation; hence, it is of resonability.The reference price for calculation and the actual conversion price shall be the higher of the following two calculations: A.The simple average closing price of the common shares for either the 1. 3, or 5 business days before the price determination date, after adjustment for any distrubution of stock dividends, cash dividends or capital reduction. B.The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash divedends, or capital reduction. (3)The subscription price for common shares of this private placement shall be determined with reference to the price of the Company's common shares, in accordance with the Direcions for Public Companies Conducting Private Placements of Securities. Thus, the price should be reasonable. 7.Use of the funds raised in the private placement: The funds raised hereby shall serve to either increase working capital, strengthen the financial structure and support the company to expand its marketing channels increase its market share. 8.Reasons for conducting non-public offering: Based on the status of the capital market, timeliness and feasiblilty of fundraising, issuance cost, and the actual needs to attract strategic investors. Privately placed securities cannot be freely traded within three years, can ensure the long-term cooperation between the Company and strategic investors, and authorizing the Board of Directors to conduct private placement according to the Company's actual business needs effectively increases flexibility and freedom for fundraising. 9.Objections or qualified opinions from independent Board of Directors: None 10.Actual price determination date: N/A 11.Reference price: N/A 12.Actual private placement price, and conversion or subscription price: N/A 13.Rights and obligations of these new shares privately placed: The rights and obligations of the privately placed common shares are the same with the issued common shares. Excepet for the transfer restriction on objects regulated by Article 43-8, Securities and Exchange Act, privately placed securities in principle may not be transferred until three full years after the delivery date. The Board of Directors is intended to be authorized by a special shareholders meeting and may be filed with the Competent Authority for retroactive handling of public issuance procedures and listing where three full years have elapsed since the delivery date. 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: None.