\n| Subject<\/td>\n | \nAnnouncement of equity acquisition on behalf of\r\nsubsidiary Excelsior Medical (HK) Co., Limited.<\/pre>\n<\/td>\n<\/tr>\n\n| Date of events<\/td>\n | 2021\/11\/15<\/td>\n | To which item it meets<\/td>\n | paragraph 20<\/td>\n<\/tr>\n | \n| Statement<\/td>\n | \n1.Name and nature of the underlying assets (if preferred\r\n shares,the terms and conditions of issuance shall also\r\n be indicated,e.g., dividend yield, etc.):\r\n NephroCare Limited (\u201cNC\u201d) 49% common shares and \r\n Cardinal Medical Services Ltd. (\u201cCMS\u201d) 49% common\r\n shares.\r\n2.Date of occurrence of the event:2021\/11\/15 ~ 2021\/11\/15\r\n3.Amount, unit price, and total monetary amount of the \r\n transaction:\r\n Amount:\r\n NC :To acquire 151,801,588 common shares from\r\n Fresenius Medical Care Hong Kong Limited\r\n CMS:To acquire 9,800 common shares from Asia Renal \r\n Care, Ltd.\r\n Unit price\uff1a\r\n NC :NTD 4.235489 per share.\r\n CMS:NTD 12,992.448980 per share.\r\n Total monetary amount of transaction\uff1a\r\n NC :NTD 642,954,000\r\n CMS:NTD 127,326,000\r\n The above amount is NTD 770,280,000. (calculated at the\r\n monthly average USD exchange rate prior to the two days\r\n before closing, and pay in U.S. dollars)\r\n4.Trading counterparty and its relationship with the \r\n Company (if the trading counterparty is a natural \r\n person and furthermore is not a related party of \r\n the Company, the name of the trading counterparty\r\n is not required to be disclosed):The trading \r\n counterparty is not a related party of the company.\r\n5.Where the trading counterparty is a related party, \r\n announcement shall also be made of the reason for \r\n choosing the related party as trading counterparty \r\n and the identity of the previous owner,its \r\n relationship with the Company and the trading \r\n counterparty,and the previous date and monetary \r\n amount of transfer:\r\n Not Applicable.\r\n6.Where an owner of the underlying assets within the past\r\n five years has been a related party of the Company, the\r\n announcement shall also include the date and price of \r\n acquisition and disposal by the related party, and its \r\n relationship with the Company at the time of the \r\n transaction:Not Applicable.\r\n7.Matters related to the current disposal of creditors' \r\n rights (including types of collaterals of the disposed \r\n creditor\u2019s rights; if creditor's rights over a related \r\n party, announcement shall be made of the name of the \r\n related party and the book amount of the creditor's \r\n rights, currently being disposed of, over such related\r\n party):Not Applicable.\r\n8.Profit or loss from the disposal (not applicable in \r\n cases of acquisition of securities) (those with \r\n deferral should provide a table explaining \r\n recognition):Not Applicable.\r\n9.Terms of delivery or payment (including payment period \r\n and monetary amount), restrictive covenants in the \r\n contract, and other important terms and conditions:\r\n 1.Conditions precedent to closing\uff1a\r\n A.To get prior approval from the Taiwan Fair Trade \r\n Commission.\r\n B.To reduce its share capital of NC by HKD 60,000 \r\n thousands.\r\n C.CMS's account payable to Asia Renal Care, Ltd. is \r\n waived in the amount of USD 16,581 thousands, which\r\n increases in the net worth of CMS.\r\n 2.Price adjustment mechanism\uff1a\r\n The net cash of these two invested companies shall \r\n conform to the agreed cash position, and the \r\n difference as of the closing date shall be adjusted\r\n to the transaction prices according to the \r\n shareholding ratio 49%.\r\n 3.Joint venture agreement and supply agreements must\r\n be signed together.\r\n10.The manner of deciding on this transaction (such as \r\n invitation to tender,price comparison, or price \r\n negotiation), the reference basis for the decision on\r\n price, and the decision-making unit:\r\n It shall be handled in accordance with Article 3 and \r\n Article 5 of the \u201dProcedures for Acquisition and \r\n Disposal of Assets\u201d of Excelsior Medical Co., Ltd.\r\n Reference basis for the decision on price\uff1aValuation\r\n report issued by Diwan Financial Advisory Services Co\r\n .,Ltd\u3001Opinions on the reasonableness of transaction\r\n prices issued by A-Plus CPA Firm. \r\n Decision-making unit:\uff1aBoard of Directors.\r\n11.Net worth per share of the Company's underlying \r\n securities acquired or disposed of:\r\n Net worth per share: NTD 3.03.\r\n12.Cumulative no.of shares held (including the current \r\n transaction),their monetary amount, shareholding \r\n percentage, and status of any restriction of rights\r\n (e.g., pledges), as of the present moment:\r\n Cumulative no. of shares held:\r\n NC :To acquire 151,801,588 common shares from \r\n Fresenius Medical Care Hong Kong Limited\r\n CMS:To acquire 9,800 common shares from Asia Renal\r\n Care,Ltd.\r\n Cumulative monetary amount:\r\n NC \uff1aNTD 642,954,000\r\n CMS\uff1aNTD 127,326,000\r\n The above amount is NTD 770,280,000. (calculated at the\r\n monthly a verage USD exchange rate prior to the two \r\n days before closing, and pay in U.S. dollars)\r\n Shareholding percentage\uff1a\r\n NC \uff1a49%\r\n CMS\uff1a49%\r\n restriction of rights: None.\r\n13.Current ratio of securities investment (including the\r\n current trade, as listed in article 3 of Regulations \r\n Governing the Acquisition and Disposal of Assets by \r\n Public Companies) to the total assets and equity \r\n attributable to owners of the parent as shown in the\r\n most recent financial statement and working capital\r\n as shown in the most recent financial statement as\r\n of the present:\r\n Ratio to total assets:5.30%\r\n Ratio to shareholders' equity of the parent company:\r\n 10.23%\r\n Amount of working capital:\uff1aNTD 4,292,215 thousands\r\n14.Broker and broker's fee:NO.\r\n15.Concrete purpose or use of the acquisition or \r\n disposal:\r\n Enhance the sales performance of the company's \r\n dialysis products in the Taiwan market through equity\r\n investment.\r\n16.Any dissenting opinions of directors to the present \r\n transaction:NO.\r\n17.Whether the counterparty of the current transaction is\r\n a related party:NO.\r\n18.Date of the board of directors resolution:2021\/11\/15\r\n19.Date of ratification by supervisors or approval by\r\n the Audit Committee:2021\/11\/15\r\n20.Whether the CPA issued an unreasonable opinion \r\n regarding the current transaction:NO.\r\n21.Name of the CPA firm:A-Plus CPA Firm.\r\n22.Name of the CPA:HUANG,SIN-JHONG\r\n23.Practice certificate number of the CPA:\r\n CPA Associations R.O.C.(Taiwan) No.1000088\r\n24.Whether the transaction involved in change of \r\n business model:NO.\r\n25.Details on change of business model:Not Applicable.\r\n26.Details on transactions with the counterparty for the \r\n past year and the expected coming year:Not Applicable.\r\n27.Source of funds:Not Applicable.\r\n28.Any other matters that need to be specified:\r\n 1.2020\/12\/31, NC Company's equity HKD 341,872,381 \r\n *rate 3.6569 \/ Number of shares 309,799,160 = \r\n Net worth per share NTD 4.04.\r\n 2.2020\/12\/31, CMS Company's equity NTD -312,026,082 \/\r\n Number of shares 20,001= Net worth per share \r\n NTD-15,600.52.\r\n The above total combined equity is NTD 938,167,028, \r\n and the above total combined number of shares is \r\n 309,819,161, and the above total net worth per \r\n 2021share is NTD 3.03.<\/pre>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"excerpt":{"rendered":" SEQ_NO \u00a01 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 …<\/p>\n Announcement of equity acquisition on behalf of subsidiary Excelsior Medical (HK) Co., Limited.<\/span> Read More »<\/a><\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"site-sidebar-layout":"default","site-content-layout":"default","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","theme-transparent-header-meta":"default","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","footnotes":"","_links_to":"","_links_to_target":""},"categories":[72,102],"tags":[],"class_list":["post-6531","post","type-post","status-publish","format-standard","hentry","category-investors","category-material-information"],"_links":{"self":[{"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/posts\/6531","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/comments?post=6531"}],"version-history":[{"count":17,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/posts\/6531\/revisions"}],"predecessor-version":[{"id":6908,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/posts\/6531\/revisions\/6908"}],"wp:attachment":[{"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/media?parent=6531"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/categories?post=6531"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.excelsiormedical.com.tw\/en\/wp-json\/wp\/v2\/tags?post=6531"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | |