Medeon

SEQ_NO	2	Date of announcement	2024/02/29	Time of announcement	16:56:17
Subject	Medeon Board of Directors resolved the proposal of private placement to issue additional common shares
Date of events	2024/02/29	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2024/02/29 2.Types of securities privately placed:The Company’s common shares 3.Counterparties for private placement and their relationship with the Company: According to Article 43-6 of the Securities and Exchange Act, the Financial Supervisory Commission’s Order No. SFB 11220383220 issued on September 12,2023, and the Directions for Public Companies Conducting Private Placement of Securities, only the following parties are qualified as specific investors of the private placement: A.Insiders of the Company The reason is that insiders know the operation of the Company very well and can directly or indirectly contribute to the operation of the Company. Therefore, placees in this instance of private placement include the insiders. The list of these insiders is shown below: a.The list of these insiders and the relation with the Company: (1) Medeon, Inc. (USA)/ Institutional Director of the Company (2) Center Laboratories, Inc./ Institutional Director of the Company (3) Yue-Teh Jang/ Representative of Medeon, Inc. of the USA, an Institutional Director of the Company. Chairman and President of the Company (4) Jung-Chin Lin/ Representative of Center Laboratories, Inc., an Institutional Director of the Company (5) Chih-Hsiung Wu/ Representative of Center Laboratories, Inc., an Institutional Director of the Company (6) Hong-Jen Chang/Director of the Company (7) Hsin-Yuan Fang /Director of the Company (8) Chi-Hang Yang/ Independent Director of the Company (9) Chia-Ying Ma/ Independent Director of the Company (10) Jerome Shen/ Independent Director of the Company (11) Jien-Wei Yeh/ Independent Director of the Company (12) Albert Weng/ Manager of the Company (13) Greta Chang/ Manager of the Company (14) Jenny Chen/ Manager of the Company (15) Pei Chen/ Manager of the Company (16) Janice Chang/ Manager of the Company (17) Tori Lin/ Accounting Officer of the Company b.Institutional investors’ Names of the top 10 shareholders and proportion of shareholding and the relation with the Company: (1) Medeon, Inc. (USA) Yue-Teh Jang (100%)/ The Chairman of this company is the Chairman and President of the Company. (2) Center Laboratories, Inc. Li Rong Technology Co., Ltd. (8.70%)/ The Chairman of this company is the spouse of the representative of an Institutional Director of the Company. Royal Food Co., Ltd. (5.99%)/ The Chairman of this company is a representative of an Institutional Director of the Company. Jason Technology Co., Ltd. (2.37%)/ The Chairman of this company is the spouse of the representative of an Institutional Director of the Company. Farglory Life Insurance Inc. (1.63%)/ None You De Investment Consulting Co., Ltd. (1.38%)/ The Chairman of this company is also the Chairperson of an Institutional Director of theCompany. MasterLink Securities Corp. (1.07%)/ None Mumozi Inc. (1.03%)/ None Yong Lian Co., Ltd. (1.00%)/ None Wechen Co. Ltd. (0.89%)/ None JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard TotalInternational Stock Index Fund, a series of Vanguard Star Funds (0.86%)/ None Placees should be strategic investors: It is necessary to bring in strategic investors that could contribute to the development of the Company in the future, improvement of financial structure, and upgrade the profitability of the Company. It is expected that with the assistance of their capital, technology and knowledge, the Company will be able to grow steadily in the future. 4.Number of shares or bonds privately placed: Within the limit of 35,000,000 shares 5.Amount limit of the private placement: Within the limit of 35,000,000 shares of common stock, the private placement will be conducted in installments within one year from the date of the shareholders’ meeting, with the maximum number of installments not exceeding three. 6.Pricing basis of private placement and its reasonableness: The reference price for the private placement is set at the higher of the following two benchmark prices: A.The average of the closing prices of common shares for one or three or five (alternative) business days prior to the pricing date, excluding the ex-rights and dividends of the nil-paid allotment of shares and after adding back the capital reduction and ex-rights. B.The average of the closing prices of the common shares for the 30 business days preceding the pricing date, excluding the ex-rights and dividends of the nil-paid allotment, and after adding back the capital reduction and ex-rights. The price of common shares issued in the private placement shall be set at a level not less than 80% of the reference price. The actual issuance price of the private placement is proposed to the shareholders’ meeting to authorize the board of directors to determine the price within a range not lower than the percentage resolved at the shareholders’ meeting, taking into account the prevailing market conditions on the pricing date. 7.Use of the funds raised in the private placement: The purpose of each tranche is to increase working capital, accelerate product development, invest in subsidiaries and the medical industry, and develop the Group’s strategic objectives. 8.Reasons for conducting non-public offering: Considering the timing, convenience and cost of issuance, private placement of securities can be accomplished quickly and easily. In addition, securities invested through private placement cannot be transferred in a period of 3 years after issuing. This helps to assure the long-term stable relation between the investors and the Company. As such, offering securities through private placement is adopted. 9.Objections or qualified opinions from independent Board of Directors: None 10.Actual price determination date:NA 11.Reference price:NA 12.Actual private placement price, and conversion or subscription price:NA 13.Rights and obligations of these new shares privately placed: In principle, the rights and obligations of the common shares in the private placement are the same as those of the Company’s existing common shares; however, in accordance with the Securities and Exchange Act, the common shares in the private placement may not be sold within three years from the date of delivery, except to the parties to whom they are transferred in accordance with Article 43-8 of the Securities and Exchange Act. After three years from the date of delivery, the Company intends to request the shareholders’ meeting to authorize the Board of Directors to apply to the relevant authorities for a public offering and listing of the Company’s common shares in accordance with the relevant regulations. 14.Reference date for any additional share exchange, stock swap, or subscription:NA 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TPEx -listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TPEx -listed common shares (a), (a) / outstanding common shares):NA 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TPEx -listed common shares does not reach 5 million and the ratio does not reach 25%:NA 18.Any other matters that need to be specified: (1)The main contents of the private placement plan, including the actual issue price, the number of shares to be issued, the terms of the issue, the pricing date, the base date of the capital increase, the planned projects, the amount to be raised, the estimated progress, the estimated benefits to be generated, and all other matters related to the issue plan, in addition to the pricing percentage of the private placement. The above and in the future, in the event of changes in laws and regulations, amendments as directed by the competent authorities, or amendments based on operational evaluations or in response to objective market conditions, the shareholders’ meeting will also be requested to authorize the Board of Directors to handle such matters at its sole discretion. (2)In connection with the private placement of securities, it is proposed that the shareholders’ meeting authorize the chairman of the board of directors or his or her designee to sign and negotiate on behalf of the Company all contracts and documents relating to the private placement and to conduct all matters necessary for the Company in connection with the private placement.

發佈留言 取消回覆

發佈留言取消回覆