| Statement |
1.Name and nature of the underlying assets (if preferred
shares,the terms and conditions of issuance shall also
be indicated,e.g., dividend yield, etc.):
NephroCare Limited (“NC”) 49% common shares and
Cardinal Medical Services Ltd. (“CMS”) 49% common
shares.
2.Date of occurrence of the event:2021/11/15 ~ 2021/11/15
3.Amount, unit price, and total monetary amount of the
transaction:
Amount:
NC :To acquire 151,801,588 common shares from
Fresenius Medical Care Hong Kong Limited
CMS:To acquire 9,800 common shares from Asia Renal
Care, Ltd.
Unit price：
NC :NTD 4.235489 per share.
CMS:NTD 12,992.448980 per share.
Total monetary amount of transaction：
NC :NTD 642,954,000
CMS:NTD 127,326,000
The above amount is NTD 770,280,000. (calculated at the
monthly average USD exchange rate prior to the two days
before closing, and pay in U.S. dollars)
4.Trading counterparty and its relationship with the
Company (if the trading counterparty is a natural
person and furthermore is not a related party of
the Company, the name of the trading counterparty
is not required to be disclosed):The trading
counterparty is not a related party of the company.
5.Where the trading counterparty is a related party,
announcement shall also be made of the reason for
choosing the related party as trading counterparty
and the identity of the previous owner,its
relationship with the Company and the trading
counterparty,and the previous date and monetary
amount of transfer:
Not Applicable.
6.Where an owner of the underlying assets within the past
five years has been a related party of the Company, the
announcement shall also include the date and price of
acquisition and disposal by the related party, and its
relationship with the Company at the time of the
transaction:Not Applicable.
7.Matters related to the current disposal of creditors'
rights (including types of collaterals of the disposed
creditor’s rights; if creditor's rights over a related
party, announcement shall be made of the name of the
related party and the book amount of the creditor's
rights, currently being disposed of, over such related
party):Not Applicable.
8.Profit or loss from the disposal (not applicable in
cases of acquisition of securities) (those with
deferral should provide a table explaining
recognition):Not Applicable.
9.Terms of delivery or payment (including payment period
and monetary amount), restrictive covenants in the
contract, and other important terms and conditions:
1.Conditions precedent to closing：
A.To get prior approval from the Taiwan Fair Trade
Commission.
B.To reduce its share capital of NC by HKD 60,000
thousands.
C.CMS's account payable to Asia Renal Care, Ltd. is
waived in the amount of USD 16,581 thousands, which
increases in the net worth of CMS.
2.Price adjustment mechanism：
The net cash of these two invested companies shall
conform to the agreed cash position, and the
difference as of the closing date shall be adjusted
to the transaction prices according to the
shareholding ratio 49%.
3.Joint venture agreement and supply agreements must
be signed together.
10.The manner of deciding on this transaction (such as
invitation to tender,price comparison, or price
negotiation), the reference basis for the decision on
price, and the decision-making unit:
It shall be handled in accordance with Article 3 and
Article 5 of the ”Procedures for Acquisition and
Disposal of Assets” of Excelsior Medical Co., Ltd.
Reference basis for the decision on price：Valuation
report issued by Diwan Financial Advisory Services Co
.,Ltd、Opinions on the reasonableness of transaction
prices issued by A-Plus CPA Firm.
Decision-making unit:：Board of Directors.
11.Net worth per share of the Company's underlying
securities acquired or disposed of:
Net worth per share: NTD 3.03.
12.Cumulative no.of shares held (including the current
transaction),their monetary amount, shareholding
percentage, and status of any restriction of rights
(e.g., pledges), as of the present moment:
Cumulative no. of shares held:
NC :To acquire 151,801,588 common shares from
Fresenius Medical Care Hong Kong Limited
CMS:To acquire 9,800 common shares from Asia Renal
Care,Ltd.
Cumulative monetary amount:
NC ：NTD 642,954,000
CMS：NTD 127,326,000
The above amount is NTD 770,280,000. (calculated at the
monthly a verage USD exchange rate prior to the two
days before closing, and pay in U.S. dollars)
Shareholding percentage：
NC ：49%
CMS：49%
restriction of rights: None.
13.Current ratio of securities investment (including the
current trade, as listed in article 3 of Regulations
Governing the Acquisition and Disposal of Assets by
Public Companies) to the total assets and equity
attributable to owners of the parent as shown in the
most recent financial statement and working capital
as shown in the most recent financial statement as
of the present:
Ratio to total assets:5.30%
Ratio to shareholders' equity of the parent company:
10.23%
Amount of working capital:：NTD 4,292,215 thousands
14.Broker and broker's fee:NO.
15.Concrete purpose or use of the acquisition or
disposal:
Enhance the sales performance of the company's
dialysis products in the Taiwan market through equity
investment.
16.Any dissenting opinions of directors to the present
transaction:NO.
17.Whether the counterparty of the current transaction is
a related party:NO.
18.Date of the board of directors resolution:2021/11/15
19.Date of ratification by supervisors or approval by
the Audit Committee:2021/11/15
20.Whether the CPA issued an unreasonable opinion
regarding the current transaction:NO.
21.Name of the CPA firm:A-Plus CPA Firm.
22.Name of the CPA:HUANG,SIN-JHONG
23.Practice certificate number of the CPA:
CPA Associations R.O.C.(Taiwan) No.1000088
24.Whether the transaction involved in change of
business model:NO.
25.Details on change of business model:Not Applicable.
26.Details on transactions with the counterparty for the
past year and the expected coming year:Not Applicable.
27.Source of funds:Not Applicable.
28.Any other matters that need to be specified:
1.2020/12/31, NC Company's equity HKD 341,872,381
*rate 3.6569 / Number of shares 309,799,160 =
Net worth per share NTD 4.04.
2.2020/12/31, CMS Company's equity NTD -312,026,082 /
Number of shares 20,001= Net worth per share
NTD-15,600.52.
The above total combined equity is NTD 938,167,028,
and the above total combined number of shares is
309,819,161, and the above total net worth per
2021share is NTD 3.03.
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