| 2025/03/31 | 16:23:32 | Medeon, on behalf of its subsidiary PMC, announces the resolution of BOD on the issuance of Series E Preferred Stocks | |
| SEQ_NO |
1 |
Date of announcement |
2025/03/31 |
Time of announcement |
16:23:32 |
| Subject |
Medeon, on behalf of its subsidiary PMC, announces the resolution of BOD on the issuance of Series E Preferred Stocks |
| Date of events |
2025/03/31
|
To which item it meets |
paragraph 11 |
| Statement |
1.Date of the board of directors resolution:2025/03/31
2.Source of capital increase funds:
Issuance of New Shares of Series E 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$330,000,000
Number of shares issued?GSeries E Preferred Stock 4,125,000 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 412,500 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 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.
14.Utilization of the funds from the capital increase:
Future R&D Requirements
15.Any other matters that need to be specified:None |
|
| 2025/03/16 | 20:29:18 | Medeon is invited to attend the investor conference held by MasterLink Securities | |
| SEQ_NO |
1 |
Date of announcement |
2025/03/16 |
Time of announcement |
20:29:18 |
| Subject |
Medeon is invited to attend the investor conference held by MasterLink Securities |
| Date of events |
2025/03/17
|
To which item it meets |
paragraph 12 |
| Statement |
1.Date of institutional investor conference:2025/03/17
2.Time of institutional investor conference:16:30
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 outline an overview of the Company’s
current operational status and future development plans.
5.Any other matters that need to be specified:None |
|
| 2025/02/27 | 18:15:30 | BOD of Medeon’s major subsidiary PMC resolved to convene the 2025 Annual Shareholders’ meeting | |
| SEQ_NO |
8 |
Date of announcement |
2025/02/27 |
Time of announcement |
18:15:30 |
| Subject |
BOD of Medeon’s major subsidiary PMC resolved to convene the 2025 Annual Shareholders’ meeting |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 17 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.General shareholders’ meeting date:2025/05/23
3.General shareholders’ meeting location:
No. 116, Hougang St., Shilin Dist., Taipei City, Taiwan (R.O.C.)
4.Cause for convening the meeting I.Reported matters:
(1) 2024 Business Report
(2) 2024 Supervisor’s Review Report
5.Cause for convening the meeting II.Acknowledged matters:
(1) 2024 Business Report and Financial Statements
(2) 2024 deficit offset proposal
6.Cause for convening the meeting III, Matters for Discussion:NA
7.Cause for convening the meeting IV.Election matters:
(1) To elect the 4th session of Directors and Supervisor.
8.Cause for convening the meeting V.Other Proposals:
(1) To release newly elected directors or its representatives
from Non-Competition Restrictions.
9.Cause for convening the meeting VI.Extemporary Motions:NA
10.Book closure starting date:2025/04/24
11.Book closure ending date:2025/05/23
12.Any other matters that need to be specified:NA |
|
| 2025/02/27 | 18:10:10 | BOD of Medeon’s major subsidiary PMC resolved not to distribute dividends | |
| SEQ_NO |
7 |
Date of announcement |
2025/02/27 |
Time of announcement |
18:10:10 |
| Subject |
BOD of Medeon’s major subsidiary PMC resolved not to distribute dividends |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 14 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.Type and monetary amount of dividend distribution:not to distribute.
3.Any other matters that need to be specified:None. |
|
| 2025/02/27 | 18:05:16 | BOD of Medeon’s major subsidiary Medeologix Corporation resolved to convene the 2025 Annual Shareholders’ meeting | |
| SEQ_NO |
6 |
Date of announcement |
2025/02/27 |
Time of announcement |
18:05:16 |
| Subject |
BOD of Medeon’s major subsidiary Medeologix Corporation resolved to convene the 2025 Annual Shareholders’ meeting |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 17 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.General shareholders’ meeting date:2025/05/23
3.General shareholders’ meeting location:Online Teams Meeting.
4.Cause for convening the meeting I.Reported matters:
(1) 2024 Business Report
(2) 2024 Supervisor’s Review Report
5.Cause for convening the meeting II.Acknowledged matters:
(1) 2024 Business Report and Financial Statements
(2) 2024 deficit offset proposal
6.Cause for convening the meeting III, Matters for Discussion:NA
7.Cause for convening the meeting IV.Election matters:NA
8.Cause for convening the meeting V.Other Proposals:NA
9.Cause for convening the meeting VI.Extemporary Motions:NA
10.Book closure starting date:2025/04/24
11.Book closure ending date:2025/05/23
12.Any other matters that need to be specified:NA |
|
| 2025/02/27 | 18:00:13 | BOD of Medeon’s major subsidiary Medeologix Corporation resolved not to distribute dividends | |
| SEQ_NO |
5 |
Date of announcement |
2025/02/27 |
Time of announcement |
18:00:13 |
| Subject |
BOD of Medeon’s major subsidiary Medeologix Corporation resolved not to distribute dividends |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 14 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.Type and monetary amount of dividend distribution:not to distribute.
3.Any other matters that need to be specified:None. |
|
| 2025/02/27 | 17:51:53 | Medeon Board of Directors resolved the convening of the 2025 Annual Shareholders’ Meeting | |
| SEQ_NO |
4 |
Date of announcement |
2025/02/27 |
Time of announcement |
17:51:53 |
| Subject |
Medeon Board of Directors resolved the convening of the 2025 Annual Shareholders' Meeting |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 17 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.General shareholders’ meeting date:2025/06/20
3.General shareholders’ meeting location:
11F., No. 97, Sec. 2, Dunhua S. Rd., Taipei City, Taiwan (R.O.C.)
(MasterLink Securities Conference Room)
4.Shareholders meeting will be held by means of (physical shareholders
meeting/ visual communication assisted shareholders meeting /
visual communication shareholders meeting):
Physical shareholders meeting
5.Cause for convening the meeting I.Reported matters:
(1) To Report the Company’s 2024 Business Report
(2) To Report Audit Committee’s Review Report on the
2024 Financial Statements
(3) To Report the Implementation Status of the Private Placement
(4) To Report the Directors’ Remuneration for the year 2024
6.Cause for convening the meeting II.Acknowledged matters:
(1) To ratify the Company’s 2024 Business Report and Financial Statements
(2) To Ratify the Company’s 2024 deficit offset proposal
7.Cause for convening the meeting III.Matters for Discussion:
(1) Proposal of the private placement by issuing common shares.
(2) To approve the amendment to the Articles of Incorporation.
(3) To release directors or its representatives from Non-Competition
Restrictions
8.Cause for convening the meeting IV.Election matters:None.
9.Cause for convening the meeting V.Other Proposals:None.
10.Cause for convening the meeting VI.Extemporary Motions:None.
11.Book closure starting date:2025/04/22
12.Book closure ending date:2025/06/20
13.Any other matters that need to be specified:None. |
|
| 2025/02/27 | 17:35:40 | Medeon Board of Directors resolved the plan for dividend distribution | |
| SEQ_NO |
3 |
Date of announcement |
2025/02/27 |
Time of announcement |
17:35:40 |
| Subject |
Medeon Board of Directors resolved the plan for dividend distribution |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 14 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
2.Year or quarter which dividends belong to :2024
3.Period which dividends belong to:2024/01/01~2024/12/31
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 |
|
| 2025/02/27 | 17:15:47 | Medeon Board of Directors resolved the proposal of private placement to issue additional common shares | |
| SEQ_NO |
2 |
Date of announcement |
2025/02/27 |
Time of announcement |
17:15:47 |
| Subject |
Medeon Board of Directors resolved the proposal of private placement to issue additional common shares |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 11 |
| Statement |
1.Date of the board of directors resolution:2025/02/27
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) Chi-Hang Yang/ Independent Director of the Company
(7) Chia-Ying Ma/ Independent Director of the Company
(8) Jien-Wei Yeh/ Independent Director of the Company
(9) Feng Shyang Yang/ Independent Director of the Company
(10) Albert Weng/ Manager of the Company
(11) Greta Chang/ Manager of the Company
(12) Jenny Chen/ Manager of the Company
(13) Pei Chen/ Manager of the Company
(14) 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. (9.13%)/ The Chairman of this company
is the spouse of the representative of an Institutional Director
of the Company.
Royal Food Co., Ltd. (5.72%)/ The Chairman of this company is a
representative of an Institutional Director of the Company.
Jason Technology Co., Ltd. (3.51%)/ The Chairman of this company
is the spouse of the representative of an Institutional Director
of the Company.
Yuanta Securities Co., Ltd. in Custody for Mining Investment Fund
of GL Capital Group (2.71%)/ None
Farglory Life Insurance Inc. (1.48%)/ None
You De Investment Consulting Co., Ltd. (1.14%)/ The Chairman of
this company is also the Chairperson of an Institutional Director
of the Company.
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard
Total International Stock Index Fund, a series of Vanguard Star
Funds (1.00%)/ None
Mumozi Inc. (0.94%)/ None
Yong Lian Co., Ltd. (0.91%)/ None
Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard
International Equity Index Funds (0.91%)/ None
B.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.
The Company has not yet pinpointed specific investors for investment.
The Company request the Shareholders’ Meeting to authorize the Board with
full power of attorney to search for the placees.
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. |
|
| 2025/02/27 | 16:43:27 | Medeon Board of Directors approved the 2024Q3 consolidated financial reports | |
| SEQ_NO |
1 |
Date of announcement |
2025/02/27 |
Time of announcement |
16:43:27 |
| Subject |
Medeon Board of Directors approved the 2024Q3 consolidated financial reports |
| Date of events |
2025/02/27
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of the board of directors submitted or approved:2025/02/27
2.Date of the audit committee approved:2025/02/27
3.Start and end dates of financial reports or unaudited financial
information of the reporting period(XXXX/XX/XX~XXXX/XX/XX):
2024/01/01~2024/12/31
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD): 292,808
5.Gross profit (loss) from operations accumulated from 1/1 to end of
the period (thousand NTD): 83,414
6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD): (885,613)
7.Profit (loss) before tax accumulated from 1/1 to end of the period
(thousand NTD):(858,643)
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):(870,523)
9.Profit (loss) during the period attributable to owners of parent
accumulated from 1/1 to end of the period (thousand NTD): (805,512)
10.Basic earnings (loss) per share accumulated from 1/1 to end of
the period (NTD): (8.74)
11.Total assets end of the period (thousand NTD): 1,877,743
12.Total liabilities end of the period
(thousand NTD): 341,840
13.Equity attributable to owners of parent end of the
period (thousand NTD): 1,520,192
14.Any other matters that need to be specified:None |
|
