| SEQ_NO | 3 | Date of announcement | 2024/08/06 | Time of announcement | 22:23:30 |
| Subject | Medeon, on behalf of its subsidiary PMC, announces the resolution of BOD on the issuance of Series D Preferred Stocks | ||||
| Date of events | 2024/08/06 | To which item it meets | paragraph 11 | ||
| Statement | 1.Date of the board of directors resolution:2024/08/06 2.Source of capital increase funds: Issuance of New Shares of Series D Preferred Stock for Cash Capital Increase 3.Whether to adopt shelf registration (Yes, please state issuance period/No):No 4.Total monetary value of the issuance and number of shares issued (shares issued not including those distributed to employees if consisting in capital increase from earnings or capital surplus): Total monetary value of the issuance?GNT$164,000,000 Number of shares issued?GSeries D Preferred Stock 2,050,000 shares 5.If adopting shelf registration, monetary value and number of shares to be issued this time:NA 6.The remaining monetary value and shares after this issuance when adopting shelf registration:NA 7.Par value per share:NT$10 8.Issue price: NT$80 9.Number of shares subscribed for by or allocated to employees: 10% of the total issued shares, amounting to 205,000 shares, are reserved for subscription by the PMC’s employees. 10.Number of shares publicly sold:NA 11.Ratio of shares subscribed by or allotted as stock dividends to 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. 12.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. 13.Rights and obligations of these newly issued shares: 1.Issuance of Series D Preferred Stock The Series D Preferred Stock will be issued at NTD 80 per share with an estimated number of 2,050,000 shares to be issued in one or several times. 2.Dividends of the Preferred Stock The annual dividend rate of Series D 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 D Preferred Stock calculated at an issue price of $80 NT per share(hereinafter referred to as the ‘Series D Preferred Stock Liquidation Preference Amount’); if the remaining property of the Company is insufficient to satisfy the aggregate amount of the Series D 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. 14.Utilization of the funds from the capital increase: Future R&D Requirements 15.Any other matters that need to be specified:None |
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