| 2025/05/08 | 17:13:03 | Medeon Board of Directors resolved not to proceed the private placement of common shares approved by the 2024 Annual Shareholders’ Meeting. | |
| SEQ_NO |
3 |
Date of announcement |
2025/05/08 |
Time of announcement |
17:13:03 |
| Subject |
Medeon Board of Directors resolved not to proceed the private placement of common shares approved by the 2024 Annual Shareholders' Meeting. |
| Date of events |
2025/05/08
|
To which item it meets |
paragraph 16 |
| Statement |
1.Date of the board of directors resolution for the change:2025/05/08
2.Effective registration date of the original plan:NA
3.Resolution date of additional issuance:NA
4.Major change Reason for the change:
The Company resolved on June 12, 2024 to proceed with the issuing no
more than 35,000,000 common shares for capital increase through private
placement by the Shareholders’Meeting. The issuing shall be completed
within 1 year from the date of the resolution of the Shareholders’
Meeting, with the maximum number of installments not exceeding three.
Due to the period of the private placement proposal is going to expire
and the qualified strategic investors have not yet been identified,
the Medeon board meeting dated May 8, 2025 has resolved not to proceed
the private placement of common shares for rest of the period.
5.Content of each and every successive previously changed
plan for raising of funds before and after change:NA
6.Projected timetable for execution:NA
7.Projected completion date:NA
8.Projected possible benefits:NA
9.Difference from original projected benefits:NA
10.Effect of the current change on shareholder equity:NA
11.Abstract of the original lead underwriter’s appraisal opinion:NA
12.Any other matters that need to be specified:None |
|
| 2025/05/08 | 17:05:52 | Medeon Board of Directors approved the 2025Q1 consolidated financial reports | |
| SEQ_NO |
2 |
Date of announcement |
2025/05/08 |
Time of announcement |
17:05:52 |
| Subject |
Medeon Board of Directors approved the 2025Q1 consolidated financial reports |
| Date of events |
2025/05/08
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of the board of directors submitted or approved:2025/05/08
2.Date of the audit committee approved:2025/05/08
3.Start and end dates of financial reports or unaudited financial
information of the reporting period(XXXX/XX/XX~XXXX/XX/XX):
2025/01/01~2025/03/31
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD):101,878
5.Gross profit (loss) from operations accumulated from 1/1 to end of
the period (thousand NTD):19,005
6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD):(109,442)
7.Profit (loss) before tax accumulated from 1/1 to end of the period
(thousand NTD):(190,856)
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):(190,538)
9.Profit (loss) during the period attributable to owners of parent
accumulated from 1/1 to end of the period (thousand NTD):(177,993)
10.Basic earnings (loss) per share accumulated from 1/1 to end of
the period (NTD):(1.93)
11.Total assets end of the period (thousand NTD):1,651,716
12.Total liabilities end of the period
(thousand NTD):300,283
13.Equity attributable to owners of parent end of the
period (thousand NTD): 1,343,516
14.Any other matters that need to be specified:None |
|
| 2025/05/08 | 02:37:18 | Medeon announced the preliminary clinical results for the Expander-2 IDE Study in evaluating its BPH minimally invasive treatment device Urocross. | |
| SEQ_NO |
1 |
Date of announcement |
2025/05/08 |
Time of announcement |
02:37:18 |
| Subject |
Medeon announced the preliminary clinical results for the Expander-2 IDE Study in evaluating its BPH minimally invasive treatment device Urocross. |
| Date of events |
2025/05/07
|
To which item it meets |
paragraph 10 |
| Statement |
1.Date of occurrence of the event:2025/05/07
2.New drug name or code:
Urocross Expander System and Urocross Retrieval Sheath
3.Indication:
Urocross is a retrievable and non-permanent implant based treatment,
which is placed within the prostatic urethra using a standard flexible
cystoscope commonly used for urological cystoscopy. The procedure is
performed under mild sedation while the implant to be gently placed
into the prostate-urethra. This provides immediate relief of BPH
(Benign Prostatic Hyperplasia) symptoms while modifying the obstruction.
After six months, Urocross can be removed using the standard flexible
cystoscope, ensuring that no permanent implant is left behind.
4.Planned development stages:
While the data collection and evaluation of the primary endpoint is
completed, the clinical study details will be reviewed by the U.S.
FDA prior to the official submission of the market approval application.
5.Current development stage:
The preliminary analysis of clinical results for the Expander-2 IDE
Study in evaluating the BPH minimally invasive treatment device
Urocross has been completed.
Pivotal, multi-national and multi-center, randomized, sham-controlled,
blinded study
Evaluate the safety and efficacy for the Urocross Expander System and
Retrieval Sheath treating lower urinary tract symptoms (LUTS)
associated with BPH
Pivotal IDE Study
Urocross Expander System and Urocross Retrieval Sheath
Treating lower urinary tract symptoms (LUTS) associated with BPH
Primary Outcome Measures:
i.Safety: The rate of extended post-operative urinary catheterization
(more than 7 days) from treatment for inability to void.
ii.Efficacy: The average improvement in IPSS among the experimental
group is more than 25% greater than the average improvement in IPSS
among the sham control group at 3 months post-procedure.
Secondary Outcome Measures
Percent change in IPSS from baseline (i.e., pre-procedure) to 3 months
post-procedure for subjects randomized to the Urocross Implant group
is greater than 30%.
A total of 240 patients were randomized 2:1 to the Urocross experimental
group and the sham control group (intervene by cystoscopy without
further treatment).
Safety Endpoint: According to the statistical results of the study,
no serious adverse events related to the procedure or device. The
percentage of subjects who were left with catheter for more than 7 days
due to difficulty in urination was 0.6%.
Efficacy Endpoint: The trial results showed that the treatment group
achieved average improvements in the International Prostate Symptom
Score (IPSS) of 25.7%, 32.6%, 44.5%, and 52.1% at 3 months (N=158),
6 months (N=129), 7 months (N=107), and 12 months (N=68) post-treatment,
respectively, with all p-values less than 0.0001. The IPSS improvement
in the Urocross treatment group reached the 30% benchmark outlined in
the FDA’s guidance for BPH treatments at 6 months post-procedure.
Additionally, the treatment group showed a 25% greater improvement
than the sham control group at the six-month period.
Once the full clinical study report is finalized, the trial data will
undergo inspection by the U.S. FDA to ensure its accuracy and
reliability. Concurrently, additional clinical data will continue to be
collected, with plans to formally submit a marketing application to
the FDA by the end of 2025. During its review, the FDA will evaluate
the application based on the requirements outlined in its guidance for
BPH treatments, as well as the safety and efficacy profiles of
comparable products already on the market, to determine whether
Urocross offers meaningful clinical benefit to patients.
While the data collection and evaluation of the primary endpoint is
completed, the clinical study details will be reviewed by the U.S.
FDA prior to the official submission of the market approval
application.
Due to the involvement of information pertaining to future international
licensing negotiations, and to avoid impacting the licensing amount
while safeguarding the rights and interests of investors, the details
will not be disclosed at this time.
6.Upcoming development plan:
Officially submit the market approval application to the US FDA.
7.Market situation:
The probability of men suffering from BPH increases with age. The
estimated population in only the United States with BPH is reaching
40 million. As the population continues to age, the number of BPH
patients is expected to grow accordingly. According to a market research
report by Grand View Research published in 2023, the global market for
medical devices treating BPH reached USD 1.42 billion in 2022. It is
projected that from 2023 to 2030, the BPH-related market will grow at a
compound annual growth rate (CAGR) of 8.9%.
8.Any other matters that need to be specified(the information
disclosure also meets the requirements of Article 7, subparagraph 8
of the Securities and Exchange Act Enforcement Rules, which brings
forth a significant impact on shareholders rights or the price of
the securities on public companies.):
While the data collection and evaluation of the primary endpoint is
completed, the clinical study details will be reviewed by the U.S.
FDA prior to the official submission of the market approval
application. Relevant information will be disclosed from time to
time in accordance with applicable laws and regulations.
9.New drug development requires long process, vast investments and with
no guarantee in success which may pose investment risks.The investors
are advised to exercise caution and conduct thorough evaluation.: |
|
| 2025/05/07 | 18:31:37 | Medeon is invited to attend the investor conference held by MasterLink Securities | |
| SEQ_NO |
2 |
Date of announcement |
2025/05/07 |
Time of announcement |
18:31:37 |
| Subject |
Medeon is invited to attend the investor conference held by MasterLink Securities |
| Date of events |
2025/05/07
|
To which item it meets |
paragraph 12 |
| Statement |
1.Date of institutional investor conference:2025/05/08
2.Time of institutional investor conference:15:30
3.Location of institutional investor conference:
11F., No. 97, Sec. 2, Dunhua S. Rd., Taipei City (Tunnan Tower, 11F.,
Education and Training Room in MasterLink Securities)
4.Outline of institutional investor conference:
The Company is invited to attend the investor conference held by
MasterLink Securities to explain the preliminary clinical results
from the pivotal study of Urocross.
5.Any other matters that need to be specified:None |
|
| 2025/05/07 | 18:20:57 | Announcement of the material information released at the press conference | |
| SEQ_NO |
1 |
Date of announcement |
2025/05/07 |
Time of announcement |
18:20:57 |
| Subject |
Announcement of the material information released at the press conference |
| Date of events |
2025/05/07
|
To which item it meets |
paragraph 53 |
| Statement |
1.Date of occurrence of the event:2025/05/07
2.Company name:Medeon Biodesign, Inc.
3.Relationship to the Company (please enter ‘head office’ or
‘subsidiaries’):head office
4.Reciprocal shareholding ratios:NA
5.Cause of occurrence:
Medeon Biodesign Announces Positive Preliminary Results from Urocross’
Pivotal Trial
6.Countermeasures:
Medeon held a material information press conference at the Taipei
Exchange (TPEx) at 17:00, 7 May, 2025. The content of the press
release from the conference is as follows:
Medeon Biodesign announced that its pivotal IDE study for Urocross,
conducted across the United States and Canada, delivered positive
results. The treatment group demonstrated mean improvements in
International Prostate Symptom Score (IPSS) of 25.7%, 32.6%, 44.5%,
and 52.1% at 3 months (N=158), 6 months (N=129), 7 months (N=107),
and 12 months (N=68) post-treatment, respectively?Xall with p-values
below 0.0001. These findings indicate that therapeutic effects were
not only sustained but continued to improve significantly after implant
retrieval, reaching the 30% improvement benchmark outlined in the FDA’s
guidance for BPH treatment by the six-month mark. The study group also
outperformed the sham control group by 25%, with this difference becoming
evident at six months. Additional efficacy endpoints showed similarly
strong results, including significant improvements in quality of life
(QOL) and peak urinary flow rate (Qmax), while sexual function, as
measured by the MSHQ-EjD score, remained well preserved.
Notably, Urocross demonstrated an exceptional safety profile, with no
procedure or device related serious adverse events (SAEs) reported, and
the rates of other adverse events were either comparable to or
significantly lower than those seen with similar products. Pain?Xoften
a top concern for patients?Xwas minimal, with VAS scores of just 2.5
for the implantation procedure and 2.0 for retrieval, markedly better
than the typical score of 4-6 reported for comparable treatments.
Additionally, only 0.6% of patients require catheterization for more
than seven days, a safety indicator that also outperforms competing
therapies. These results further highlight Urocross’ minimally
invasive nature and superior patient comfort, reinforcing its
differentiated market positioning.
Subgroup analysis showed that Urocross demonstrated particularly strong
efficacy in patients with moderate to severe symptoms (baseline IPSS of
20?V35), with IPSS improvements of 35.8%, 48.9%, and 52.7% observed at
6 months (N=108), 7 months (N=90), and 12 months (N=57), respectively.
The treatment was especially effective in patients who had not used
medication prior to enrollment, had no bladder-related symptoms
(Void/Storage >1), and had prostate volumes between 30?V50 grams.
Additionally, 85% of patients in the sham control group opted to cross
over to receive treatment after three months. This crossover group
achieved a 39.8% improvement in IPSS at the three-month mark (N=50),
representing a patient population that closely reflects real-world
clinical scenarios.
Dr. Dan Rukstalis, a world-renowned Urologist at Virginia Tech
Carilion Clinic and Co-Principal Investigator of the Expander-2 Trial,
added ‘The removable design of the Urocross Expander as a
non-permanent prostatic implant creates a new paradigm for the
treatment of men with BPH who want to avoid tissue resection and
sexual dysfunction. The fact that this system works without cutting,
burning, ablating, or leaving a permanent foreign body inside the
prostate is truly revolutionary and it serves as the least invasive
treatment option as compared to other tissue-respecting technologies.
Urocross opens up a whole new world of possibilities for how we
approach treatment, offering patients effective sustained symptom
relief with minimal intervention.’
Once the full clinical study report is finalized, the trial data will
undergo inspection by the U.S. FDA to ensure its accuracy and
reliability. Concurrently, additional clinical data will continue
to be collected, with plans to formally submit a marketing
application to the FDA by the end of 2025. During its review, the
FDA will evaluate the application based on the requirements outlined
in its guidance for BPH treatments, as well as the safety and efficacy
profiles of comparable products already on the market, to determine
whether Urocross offers meaningful clinical benefit to patients.
BPH affects a large population, with over 40 million men impacted in
the United States alone. Due to concerns over postoperative discomfort,
long recovery times, and the risk of sexual dysfunction, only about
1% of patients opt for traditional surgical resection each year.
As a result, many patients continue to endure a decline in quality
of life while delaying treatment. In recent years, emerging minimally
invasive therapies have provided more options for patients. However,
some procedures still require postoperative catheterization, and those
involving permanent metallic implants may interfere with MRI imaging
or require invasive removal. These clinical pain points highlight
the unmet need for safer, more comfortable, and flexible treatment
options, creating a significant market opportunity for Urocross.
Chairman and CEO of Medeon, Dr. Yue-Teh Jang stated that the
development of Urocross was driven by the goal of striking a balance
between treatment comfort and clinical efficacy, aiming to offer a
new option with greater comfort than existing minimally invasive
therapies. Building on the positive results from earlier Expander-1
feasibility studies, this trial further validated Urocross’
performance through large-scale data. The improvement in IPSS was
comparable to that of similar products, while Urocross stood out for
its significantly superior safety profile, demonstrating an exceptional
overall performance and fulfilling its original development vision.
The team remains fully committed to accelerating the path to
regulatory approval, with market clearance as the top priority.
7.Any other matters that need to be specified(the information
disclosure also meets the requirements of Article 7, subparagraph 9
of the Securities and Exchange Act Enforcement Rules, which brings
forth a significant impact on shareholders rights or the price of
the securities on public companies.):None |
|
| 2025/04/30 | 15:35:23 | Announcement of Change in the Company’s Acting Spokesperson | |
| SEQ_NO |
2 |
Date of announcement |
2025/04/30 |
Time of announcement |
15:35:23 |
| Subject |
Announcement of Change in the Company's Acting Spokesperson |
| Date of events |
2025/04/30
|
To which item it meets |
paragraph 8 |
| Statement |
1.Type of personnel changed (please enter:
spokesperson, acting spokesperson, important
personnel (CEO, COO, CMO, CSO, etc.), financial
officer, accounting officer, corporate governance
officer, chief information security officer,research
and development officer, internal audit officer, or
designated and non-designated representatives): Acting Spokesperson
2.Date of occurrence of the change: 2025/04/30
3.Name, title, and resume of the previous position holder:
Elisa Huang / Acting Spokesperson
4.Name, title, and resume of the new position holder:
Pearl Ling / Assistant Manager of Finance & Business Analysis
5.Type of change (please enter: ‘resignation’,
‘position adjustment’, ‘dismissal’, ‘retirement’,
‘death’ or ‘new replacement’): Position adjustment
6.Reason for the change: Position adjustment
7.Effective date: 2025/05/01
8.Any other matters that need to be specified: N/A |
|
| 2025/04/30 | 15:30:29 | Announcement of the Board of Directors Meeting Date for Approval of the First-Quarter 2025 Financial Report | |
| SEQ_NO |
1 |
Date of announcement |
2025/04/30 |
Time of announcement |
15:30:29 |
| Subject |
Announcement of the Board of Directors Meeting Date for Approval of the First-Quarter 2025 Financial Report |
| Date of events |
2025/04/30
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of a notice of the board of directors meeting is issued:2025/04/30
2.Expected date of the board of directors meeting is convened:2025/05/08
3.Expected year and quarter of the financial reports
or the annual self-assessed financial information
submitted to the board of directors or approved by
the board of directors: First-Quarter 2025
4.Any other matters that need to be specified:None |
|
| 2025/04/23 | 16:55:49 | Announcement of Medeon’s fund loans and over-limit improvement plan | |
| SEQ_NO |
2 |
Date of announcement |
2025/04/23 |
Time of announcement |
16:55:49 |
| Subject |
Announcement of Medeon’s fund loans and over-limit improvement plan |
| Date of events |
2025/04/23
|
To which item it meets |
paragraph 53 |
| Statement |
1.Date of occurrence of the event:2025/04/23
2.Company name:Medeon Biodesign, Inc.
3.Relationship to the Company (please enter ‘head office’ or
‘subsidiaries’):Head office
4.Reciprocal shareholding ratios:NA
5.Cause of occurrence:
Due to the decrease in net worth reported in the audited financial
statements for the fourth quarter of 2024, the amount of the Company’s
loan to its subsidiary, PMC, has exceeded the limit for loans to
a single entity.
6.Countermeasures:
PMC is currently conducting a cash capital increase by issuing 4,125,000
shares of Series E preferred stock, with a target fundraising amount of
NT$330,000,000. Upon completion of the capital increase, the company plans
to repay the principal and interest to Medeon at an annual interest rate
of 3%. Medeon thereby resolves the issue of exceeding the loan limit for
a single entity.
7.Any other matters that need to be specified(the information
disclosure also meets the requirements of Article 7, subparagraph 9
of the Securities and Exchange Act Enforcement Rules, which brings
forth a significant impact on shareholders rights or the price of
the securities on public companies.):None |
|
| 2025/04/23 | 16:48:04 | Medeon Biodesign’s Board of Directors approved incremental investment to its subsidiary PMC | |
| SEQ_NO |
1 |
Date of announcement |
2025/04/23 |
Time of announcement |
16:48:04 |
| Subject |
Medeon Biodesign’s Board of Directors approved incremental investment to its subsidiary PMC |
| Date of events |
2025/04/23
|
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.):
(1) Preferred shares have priority over the surplus assets of the
issuing company, can exercise voting rights, and can also be
elected as directors.
(2) Preferred shares can be converted into common shares.
2.Date of occurrence of the event: 2024/08/06~2025/04/23
3.Volume, unit price, and total monetary amount of the transaction:
Previous transaction Volume: 2,050,000 Preferred shares
Previous issued price per share: NTD 80
Previous total monetary amount: NTD 164,000,00
Transaction Volume: No more than 4,125,000 Preferred shares
Issued price per share: NTD 80
Total monetary amount: No more than NTD 330,000,000
4.Trading counterparty and its relationship to 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):
PMC, the subsidiary of Medeon Biodesign
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 value of transfer:
Reason for choosing the related party as the trading counterparty:
The subsidiary of Medeon Biodesign
Previous owner, its relationship with the Company and the trading
counterparty, and the previous date and monetary value of transfer:
N/A
6.Where an owner of the underlying assets within the past
five years has been an 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 to the Company at the time of the transaction:N/A
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:N/A
8.Profit or loss from the disposal (not applicable in
cases of acquisition of securities) (where originally
deferred, the status of recognition shall be listed and
explained):N/A
9.Terms of delivery or payment (including payment period
and monetary value), restrictive covenants in the contract,
and other important terms and conditions:
Terms of delivery or payment: Payment will be made according to the
fund raising schedule resolved by PMC’s board.
10.The manner in which the current transaction was
decided, the reference basis for the decision on price,
and the decision-making unit:
Medeon Board of Director’s resolution dated 2024/8/6 and 2025/4/23
11.Net worth per share of the Company’s underlying securities
acquired or disposed of:
-NTD 0.14
12.Cumulative no.of shares held (including the current
transaction), their monetary value, shareholding percentage,
and status of any restriction of rights (e.g., pledges),
as of the present moment:
Cumulative number of shares held (including the current transaction):
No more than 28,761,000 shares
Cumulative monetary amount (including the current transaction):
No more than NTD 1,920,658 thousand.
Cumulative shareholding percentage: No more than 90.67%
The status of any restriction of rights (e.g., pledges): None
13.Ratio of securities investment (including the current
transaction) to the total assets and shareholder’s equity
of the parent company on the latest financial statements,
and the operating capital on the latest financial statements,
as of the present moment:
Current ratio of securities investment to the total assets: 123.09%
Current ratio of securities investment to the equity attributable
to owners of the parent: 126.34%
Working capital: NTD 949,749 thousand.
14.Broker and broker’s fee:None
15.Concrete purpose or use of the acquisition or disposal:
Long-term Equity Investment
16.Whether the directors expressed any objection to the current
transaction:None
17.Whether the counterparty of the current transaction
is a related party:Yes
18.Date of the Board of Directors’ resolution:2024/08/06~2025/04/23
19.Date of ratification by supervisors or approval by
the Audit Committee:2024/08/06~2025/04/23
20.Whether the CPA issued an opinion on the unreasonableness
regarding the current transaction:No
21.Name of the CPA firm: Yangtze CPAs and Co.
22.Name of the CPA: Hu, Hsiang-Ning
23.License no.of the CPA:Taichung CPA Association No.191
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:N/A
26.Details on transactions with the counterparty for the past
year and the expected coming year:N/A
27.Source of funds: working capital
28.Any other matters that need to be specified:None |
|
| 2025/04/15 | 15:19:47 | Medeon, on behalf of its subsidiary PMC, announces the board resolution of record date for the cash capital increase and other related matters | |
| SEQ_NO |
2 |
Date of announcement |
2025/04/15 |
Time of announcement |
15:19:47 |
| Subject |
Medeon, on behalf of its subsidiary PMC, announces the board resolution of record date for the cash capital increase and other related matters |
| Date of events |
2025/04/15
|
To which item it meets |
paragraph 11 |
| Statement |
1.Date of the resolution by the board of directors or decision by the
Company:2025/04/15
2.Number of shares issued: Series E Preferred Stock 4,125,000 shares
3.Par value per share:NT$10
4.Total monetary value of the issuance:NT$41,250,000
5.Issue price:NT$80
6.Number of shares subscribed for by employees:
10% of the total issued shares, amounting to 412,500 shares,
are reserved for subscription by the PMC’s employees.
7.Ratio of shares subscribed for by existing shareholders:
The remaining number of shares to be issued will be subscribed in
proportion to the shareholders and their shareholdings as recorded
in the shareholders’ register on the basis of the subscription date.
8.Method for public sale and no.of shares:NA
9.Handling method for fractional shares and shares unsubscripted
for by the deadline:
Shares renounced by original shareholders and employees, or fractional
shares that are less than one share, are authorized to be subscribed
by the Chairman of the Board of Directors through a specific person
at the issue price.
10.Rights and obligations of these newly issued shares:
1. Issuance of Series E Preferred Stock
The Series E Preferred Stock will be issued at NTD 80 per share with
an estimated number of 4,125,000 shares to be issued in one or
several times.
2. Dividends of the Preferred Stock
The annual dividend rate of Series E Preferred Stock is 8% per annum,
and based on the issue price per share and actual number of issue
days.
After the annual general meeting of shareholders has recognized the
financial statements of the previous year and resolved to distribute
the earnings, the dividends of preferred stocks shall be distributed
lump sum in cash at one time in advance, and the ex-dividend date of
the dividend of preferred stock shall be determined by the resolution
of the authorized Board of Directors.
If there is no surplus or insufficient surplus to pay the dividend of
preferred stock or if the Company resolves not to distribute the
surplus, the undistributed or under-distributed dividend shall not be
cumulative.
Preferred stock is not eligible to participate in the distribution of
common stock in respect of earnings and capital surplus, except for
the receipt of the dividends mentioned above.
3. Right of voting and candidate eligibility
The stockholders of preferred stocks shall have the right to vote and
to be a candidate of director at the common stockholders’ meeting,
the number of voting rights of a shareholder are based on the number
of shares of common stock available at that time based on the
conversion price.
A resolution of the shareholders’ meeting according to Articles 185,
277 and 316 of the Company Act shall be approved by a majority of the
voting rights of the preferred shareholders at a meeting where
shareholders of preferred stocks representing more than two-thirds
of the total number of outstanding preferred shares are present.
4. Pre-emptive right
When the Company issues new shares by cash capital increase, the
shareholders of preferred stocks have the same pre-emptive right
to subscribe for the new shares as the shareholders of common stocks.
5. Liquidation Preference
In the event that the Company resolves to dissolve, cease operations
or liquidate in accordance with Article 316 of the Company Act, the
liquidation preference of this paragraph shall apply.
In the event of the Company’s outstanding shares possessed by existing
shareholders less than 50% of entire Company’s outstanding shares,
the Company shall be deemed to be in liquidation and the liquidation
preference in this paragraph shall apply.
When the previous two conditions for liquidation preference are me,
the Company shall distribute the remaining assets of the Company in
the following manner:
(1) The distribution of the remaining property of the Company by the
preferred stock shall take precedence over the common stock, with
the Series E Preferred Stock calculated at an issue price of
$80 NT per share (hereinafter referred to as the ‘Series E
Preferred Stock Liquidation Preference Amount’); if the remaining
property of the Company is insufficient to satisfy the aggregate
amount of the Series E preferred stock Liquidation Preference
Amount and the Liquidation Preference Amounts of the other series
of preferred stock (hereinafter referred to as the ‘Liquidation
Preference Amounts’), then the preferred stockholders shall
distribute the remaining property of the Company in proportion
to the ratio of the number of shares of preferred stock held by
them to the number of shares of all outstanding preferred stock.
(2) If there is any balance remaining after the distribution, it shall
be distributed in accordance with the ratio among the number of
common shares held by shareholders of preferred stocks converted
from their preferred stocks at the conversion price and the
number of shares held by the shareholders of common stocks.
6. Conversion of Preferred Stock
The preferred stockholders may convert the preferred stock into common
stock at the issue price (i.e., at a ratio of one common stock for
every one preferred stock) starting from the next day after the issue
date. The rights and obligations of the common shares converted from
preferred shares are the same as those of the Company’s other
outstanding common shares.
Upon conversion of convertible preferred stock into common stock,
the rights and obligations are the same as those for common stock.
If the preferred stock has been converted to common stock before the
ex-dividend record date of the year of conversion, and the converted
preferred stock participates in the distribution of earnings and
capital surplus in the current year, which will not be eligible to
participate preferred stock dividend distribution in the same year.
In the event that the price of the subsequent shares issued by the
Company is lower than the issue price of this preferred stock in the
future, the new conversion price shall be calculated according to the
following equation:
CP2=CP1*(A+B)/(A+C)?C
CP2 is the conversion price after adjustment;
CP1 is the conversion price before adjustment;
A is the number of shares of common stock issued at a price below
the issue price of the preferred stock before other securities were
issued;
B is the cumulative consideration received for this new issue
divided by CP1 (i.e., the number of shares that would have been
purchased by the new issue had it been at the pre-adjustment price);
C is the number of shares newly issued.
The conversion price may not be adjusted in accordance with the
previous paragraph for shares or warrants issued with the approval of a
majority of the voting rights of the preferred stock or as a result of
the distribution of stock dividends, the conversion of preferred stock,
or the issuance of employee stock warrants approved by the Board of
Directors.
7. Redemption of Preferred Stocks
If the Company fails to resolve the dissolution in accordance with
Article 316 of the Company Act within 90 days after the occurrence
of the event and with the consent of a majority of the voting rights
of the preferred shareholders present at a preferred shareholders’
meeting representing two-thirds or more of the total number of
outstanding shares of preferred stocks, the Company shall redeem all
of the outstanding preferred shares to the preferred shareholders at
a ‘Liquidation Preference Amount’. If the redemption is to be made by
the Company with property other than cash, the value of the redemption
shall be calculated by the Board of Directors of the Company based on
the fair market value.
8. Other rights and obligations of the Preferred Stocks are the same as
those of the Common Stocks.
11.Utilization of the funds from the current capital increase:
Future R&D Requirements
12.Reference date of cash capital increase and share subscription:
2025/04/21
13.Last date before book closure:2025/04/16
14.Book closure starting date:2025/04/17
15.Book closure ending date:2025/04/21
16.Payment period:
The payment period for subscription by existing shareholders and
employees : 2025/04/24
The payment period for subscription by specific person : 2025/04/25
17.Date of the agreement with the banks to collect and deposit the proceeds:
NA
18.Name of the institution designated to collect the proceeds:NA
19.Name of the bank designated to deposit the proceeds:NA
20.Any other matters that need to be specified:None |
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