| 2024/02/29 | 16:57:28 | Medeon Board of Directors resolved the plan for dividend distribution | |
| SEQ_NO |
3 |
Date of announcement |
2024/02/29 |
Time of announcement |
16:57:28 |
| Subject |
Medeon Board of Directors resolved the plan for dividend distribution |
| Date of events |
2024/02/29
|
To which item it meets |
paragraph 14 |
| Statement |
1.Date of the board of directors resolution:2024/02/29
2.Year or quarter which dividends belong to :2023
3.Period which dividends belong to:2023/01/01~2023/12/31
4.Appropriations of earnings in cash dividends to shareholders (NT$
per share):0
5.Cash dividends distributed from legal reserve and capital reserve
to shareholders (NT$ per share):0
6.Total amount of cash dividends to shareholders (NT$):0
7.Appropriations of earnings in stock dividends to shareholders (NT$
per share):0
8.Stock dividends distributed from legal reserve and capital reserve
to shareholders (NT$ per share):0
9.Total amount of stock dividends to shareholders (shares):0
10.Any other matters that need to be specified:None
11.Per value of common stock:NT$10 |
|
| 2024/02/29 | 16:56:17 | Medeon Board of Directors resolved the proposal of private placement to issue additional common shares | |
| 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. |
|
| 2024/02/29 | 16:55:05 | Medeon Board of Directors approved the 2023 consolidated financial reports | |
| SEQ_NO |
1 |
Date of announcement |
2024/02/29 |
Time of announcement |
16:55:05 |
| Subject |
Medeon Board of Directors approved the 2023 consolidated financial reports |
| Date of events |
2024/02/29
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of the board of directors submitted or approved:2024/02/29
2.Date of the audit committee approved:2024/02/29
3.Start and end dates of financial reports or unaudited financial
information of the reporting period(XXXX/XX/XX~XXXX/XX/XX):
2023/01/01~2023/12/31
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD):196,263
5.Gross profit (loss) from operations accumulated from 1/1 to end of
the period (thousand NTD):14,377
6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD):(839,567)
7.Profit (loss) before tax accumulated from 1/1 to end of the period
(thousand NTD):(1,230,688)
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):(1,269,973)
9.Profit (loss) during the period attributable to owners of parent
accumulated from 1/1 to end of the period (thousand NTD):(1,204,615)
10.Basic earnings (loss) per share accumulated from 1/1 to end of
the period (NTD):(13.09)
11.Total assets end of the period (thousand NTD):2,747,146
12.Total liabilities end of the period
(thousand NTD):375,651
13.Equity attributable to owners of parent end of the
period (thousand NTD):2,371,495
14.Any other matters that need to be specified:None |
|
| 2024/01/18 | 17:20:09 | Medeon Biodesign’s Board of Directors approved incremental investment to its subsidiary Medeologix, Inc. | |
| SEQ_NO |
1 |
Date of announcement |
2024/01/18 |
Time of announcement |
17:20:09 |
| Subject |
Medeon Biodesign’s Board of Directors approved incremental investment to its subsidiary Medeologix, Inc. |
| Date of events |
2024/01/18
|
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.):
The new common shares issued for capital increase by Medeologix, Inc.
2.Date of occurrence of the event:2024/01/18~2024/01/18
3.Volume, unit price, and total monetary amount of the transaction:
Transaction Volume: No more than 12,600,000 common shares
Issued price per share: NTD 25
Total monetary amount: No more than NTD 315,000,000
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):
Medeologix, Inc., 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 Medeologix’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 2024/01/18
11.Net worth per share of the Company’s underlying securities
acquired or disposed of:NTD 14.03
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 52,814,174 shares
Cumulative monetary amount: No more than NTD 1,155,000 thousand.
Cumulative shareholding percentage: No more than 96.62%
The status of any restriction of rights (e.g., pledges): N/A
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: 30.93%
Current ratio of securities investment to the equity attributable
to owners of the parent: 32.11%
Working capital: NTD 1,056,411 thousand.
14.Broker and broker’s fee:N/A
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:N/A
17.Whether the counterparty of the current transaction
is a related party:Yes
18.Date of the Board of Directors’ resolution:2024/01/18
19.Date of ratification by supervisors or approval by
the Audit Committee:2024/01/18
20.Whether the CPA issued an opinion on the unreasonableness
regarding the current transaction:N/A
21.Name of the CPA firm:Horng Yow Certified Public Accountants
22.Name of the CPA:JUYU TANG
23.License no.of the CPA:
Financial-Supervisory-Securities-Corporate-0970013154
24.Any other matters that need to be specified:None |
|
