Announcement of equity acquisition on behalf of subsidiary Excelsior Medical (HK) Co., Limited.

 

SEQ_NO  1 Date of announcement 2021/11/15 Time of announcement 18:43:14
Subject
Announcement of equity acquisition on behalf of
subsidiary Excelsior Medical (HK) Co., Limited.
Date of events 2021/11/15 To which item it meets paragraph 20
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.