| 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.):
1.Asia Best Healthcare Co.,Ltd. shall repurchase its own
common shares from Excelsior Medical (HK) Co., Limited.
2.Excelsior Medical (HK) Co., Limited. shall acquire
common shares of ASIA BEST LIFE CARE TECHNOLOGY CO.,
LTD.( the subsidiary of Asia Best Healthcare Co.,Ltd.)
for consideration.
2.Date of occurrence of the event:2022/10/27
3.Amount, unit price, and total monetary amount of the
transaction:
1. Based on the net worth in 2022/05/31 financial report
of Asia Best Healthcare Co.,Ltd., Asia Best Healthcare
Co.,Ltd. repurchases its own 1 share from the original
shareholders and exchanges its subsidiary ASIA BEST
LIFE CARE TECHNOLOGY CO., LTD. common stock 404.35
shares.
2.Asia Best Healthcare Co.,Ltd. buybacks its own common
shares 209,308 shares from Excelsior Medical (HK) Co.,
Limited. and Excelsior Medical (HK) Co.,Limited.
acquires common shares 84,633,340 shares of ASIA BEST
LIFE CARE TECHNOLOGY CO., LTD. for consideration.
3.Based on the 2022/05/31 financial report of Asia Best
Healthcare Co.,Ltd.,the per share net worth of ASIA
BEST LIFE CARE TECHNOLOGY CO., LTD. is NTD 10.2954,
the amount of the total shares of ASIA BEST LIFE CARE
TECHNOLOGY CO.,LTD.acquired by Excelsior Medical (HK)
Co., Limited.is NTD871,334 thousands.
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):
Both Asia Best Healthcare Co.,Ltd.and ASIA BEST LIFE
CARE TECHNOLOGY CO., LTD. are the 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:
Asia Best Healthcare Co.,Ltd. reorganizes the
organizational structure. 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:
Terms of delivery or payment: Not Applicable.
Conditions precedent to closing:
Asia Best Healthcare Co.,Ltd. will reduce its share
capital after completion of statutory procedures,
Excelsior Medical (HK) Co., Limited. will acquire
common shares of ASIA BEST LIFE CARE TECHNOLOGY CO.,
LTD.
The unit price, and total monetary amount of the
transaction will be changed on the settlement date.
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:
The manner of deciding on this transaction: To be
decided by Asia Best Healthcare Co.,Ltd.'s
sharesholders'meeting resolution.
The reference basis for the decision on price:
Opinion on the reasonablesness of the Share Exchange
ratio issued by Integritas CPA Firm.
The decision-making department：Asia Best Healthcare
Co.,Ltd.'s sharesholders'meeting.
11.Net worth per share of the Company's underlying
securities acquired or disposed of:Not Applicable.
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:
Asia Best Healthcare Co.,Ltd.:129,492 common shares.
ASIA BEST LIFE CARE TECHNOLOGY CO.,LTD.:84,633,340
common shares.
Cumulative monetary amount:
Asia Best Healthcare Co.,Ltd.：USD19,484,706.
ASIA BEST LIFE CARE TECHNOLOGY CO.,LTD.:USD32,110,038.
Shareholding percentage：
The final figure depends on the willingness of Asia
Best Healthcare Co.,Ltd.'s original shareholders for
share exchange.
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:28.78%
Ratio to shareholders'equity of the parent company:
33.43%
Amount of working capital:：NTD 1,150,828 thousands.
14.Broker and broker's fee:Not Applicable.
15.Concrete purpose or use of the acquisition or disposal:
The organizational restructuring of Asia Best
Healthcare Co.,Ltd.
16.Any dissenting opinions of directors to the present
transaction:NO.
17.Whether the counterparty of the current transaction
is a related party:YES.
18.Date of the board of directors resolution:2022/10/27
19.Date of ratification by supervisors or approval by the
Audit Committee:NA
20.Whether the CPA issued an unreasonable opinion
regarding the current transaction:Not Applicable.
21.Name of the CPA firm:Integritas CPA Firm.
22.Name of the CPA:Wu-Hung-Yi
23.Practice certificate number of the CPA:
CPA Associations R.O.C.(Taiwan) No.1070015
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:None.
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