For restructuring of the group’s investment structure,the BOD approved to acquire ASIA BEST LIFE CARE TECHNOLOGY CO. LTD.’s common shares from Excelsior Medical (HK) Co.,Ltd.

 

SEQ_NO  3 Date of announcement 2023/08/08 Time of announcement 18:53:19
Subject
For restructuring of the group's investment structure,the
BOD approved to acquire ASIA BEST LIFE CARE TECHNOLOGY 
CO.LTD.'s common shares from Excelsior Medical (HK) Co.,
Ltd.
Date of events 2023/08/08 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.):
  ASIA BEST LIFE CARE TECHNOLOGY CO.,LTD.49.38% common 
  shares.
2.Date of occurrence of the event:2023/08/08 ~ 2023/08/08
3.Amount, unit price, and total monetary amount of the 
  transaction: 
  Amount:84,633,340 common shares.
  Unit price:USD0.35522047 per share.
  Total monetary amount of transaction:USD30,063,495 
  (NTD935,245 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):The directly and indirectly
  holding 100% subsidiary.
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:
  The reason for choosing the related party as trading
  counterpart: For restructuring of the group's 
  investment structure.
  The identity of the previous owner, price of transfer,
  and date of acquisition: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:
  Upon approval by Investment Commission,MOEA,the 
  transfer of the target equity shall be carried out 
  and completed.
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 10.41
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: 84,633,340 shares.
   Cumulative monetary amount:USD30,063,495 (NTD935,245 
   thousands)
   Shareholding percentage:49.38%
   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:70.77%
   Ratio to shareholders' equity of the parent company: 
   82.42%
   Amount of working capital::NTD 1,274,323 thousands
14.Broker and broker's fee:NO.
15.Concrete purpose or use of the acquisition or 
   disposal:For restructuring of the group's investment
   structure.
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:2023/08/08
19.Date of ratification by supervisors or approval by the
   Audit Committee:2023/08/08
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:None.