Taiwan Land Development : Announcement of qualified opinions from some independent directors of the Company

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Provided by: Taiwan Land Development Corporation
SEQ_NO	2	Date of announcement	2022/07/14	Time of announcement	19:18:56
Subject	Announcement of qualified opinions from some independent directors of the Company
Date of events	2022/07/13	To which item it meets	paragraph 44
Statement	1.Meeting date of the board of directors, audit committee or remuneration committee:2022/07/13 2.Contents of the resolution made by the board of directors, audit committee or remuneration committee (please enter "board of directors","audit committee"or "remuneration committee"):board of directors 3.Name and resume of independent director(s) or member(s) of the audit/remuneration committee that expressed an objection or reserved opinion: 洪榮一、陳錦稷 4.Motion(s) against which the objection or qualified opinion was expressed: The Company resolved to implement the private placement proposal adopted by the resolution of the regular shareholders' meeting convened on August 26 in 2021. 5.Objection or reserved opinion by the aforementioned independent director(s) or member(s) of the audit/remuneration committee: Regarding the third private placements by the Board of Directors of the Company which is convened on July 13 in 2022 resolved to implement the private placement proposal adopted by the resolution of the regular shareholders' meeting convened by the Company on August 26 in 2021, they didn't adopt the financial statements so make the pricing lack of reasonableness. In addition, it has been determined that the first place is PESCADORES MERCHANDISE CO., LTD, the following procedures for conducting this Private Placement is inappropriate, and they requested that this private placement should be proposed in a shareholders' meeting for deliberation. 6.Countermeasures:N/A 7.Any other matters that need to be specified: After inquiries, Securities and Futures Bureau proposed that the latest trading day-April 6, 2022, be the latest business day, as the basis for the calculation in the above-mentioned resolutions of the regular shareholders' placement pricing. The closing price of the 1 business day before the pricing date, that is, the latest business day, April 7, 2022, was NT$2.68. The closing price of the 3 business day before the pricing date was NT$3.3, the one of the 5 business day before the pricing date was NT$3.43, and the average one for the 30 business days before the pricing date is NT$3.42.Furthermore, according to the resolution of the regular shareholders' meeting, the price per share of privately placed common shares shall not be lower than 80 percent of the reference price. The price of this private placement is NT$3.43, which is not lower than the private placement price required by the above-mentioned regular shareholders' meeting.Nevertheless, as of now, the Company's annual financial report has not been completed. The Company will fulfill its obligation to inform the placees of such matters, and the placees shall take the investment risk upon his/her consen. In addition, this is a resolution to implement a private placement case, which does not involve the selection of applicants, and the company has suffered financial losses in recent years. It has introduced strategic investors through private placement to enhance competitiveness and increase income to make up for losses, which is in line with the company's long-term development interests. All members of the board of directors of the company may participate in the discussion and voting of relevant proposals, and there is no need to withdraw.