Lumosa Therapeutics : Board of Directors approved to issue common shares via private placement.

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Provided by: LUMOSA THERAPEUTICS CO., LTD.
SEQ_NO	2	Date of announcement	2022/03/04	Time of announcement	16:35:35
Subject	LUMOSA Board of Directors approved to issue common shares via private placement.
Date of events	2022/03/04	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/04 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company:The Company will carry out private placement of shares with the special persons conforming to the restrictions of Article 43-6 of Securities and Exchange Act, SFB June 13 2002 Explanation of 0910003455, Article 4, paragraph 2 of Directions for Public Companies Conducting Private Placements of Securities. 4.Number of shares or bonds privately placed:Up to 20,000,000 shares. 5.Amount limit of the private placement:LUMOSA Board of Directors will be authorized to execute the private placement once or twice after the Annual Shareholders' Meeting. If the Board of Directors decides to execute the private placement at twice, the first amount of private shares will not exceed 15,000,000 shares, the second amount will not exceed 5,000,000 shares. 6.Pricing basis of private placement and its reasonableness: (A)1-day, 3-day, or 5-day simple average market closing price prior to pricing date, minus dividends, plus any de-capitalization. (B)30-day simple average market closing price prior to pricing date, minus dividends, plus any de-capitalization. The price of the private placement would be set on the basis not lower than 80% of the higher price of the methods above mentioned. Actual price for private placement shall not less than the range decided by the Annual Shareholder's meeting. The Board of Directors will be authorized to determine the price based on the laws and regulations currently and market conditions, and will make an announcement within two days of setting the price. 7.Use of the funds raised in the private placement: To increase working capital to meet the Company's long-term development needs. 8.Reasons for conducting non-public offering: After considering factors such as capital market conditions, timeliness, feasibility, issuance cost of fundraising for private placement, and restrictions that private shares can't be freely transferred within three years, ect. Private placement can ensure and strengthen strategic partnership in a long-term relationship. Therefore, Lumosa chose private placement instead of public offering. 9.Objections or qualified opinions from independent Board of Directors:N/A 10.Actual price determination date:To be determined 11.Reference price:To be determined 12.Actual private placement price, and conversion or subscription price:To be determined 13.Rights and obligations of these new shares privately placed: All the rights and obligations shall be the same as those applicable to outstanding common shares already issued by Lumosa, except for the limitation under the Article 43-8 of Securities and Exchange Act which regulates that except under some circumstances the privately placed shares may not resell within 3 years since delivery date. After three years from the delivery date, the Company should apply re-issuance of the public offering of private placement and application for the transaction with the Taipei Exchange. 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: The main content of the private placement plan, except for the private placement pricing, and all other matters related to the issuance plan, the shareholders' meeting is requested to authorize the board of directors to deal with it.