| 2024/08/21 | 14:51:52 | 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 |
2024/08/21 |
Time of announcement |
14:51:52 |
| 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 |
2024/08/21
|
To which item it meets |
paragraph 11 |
| Statement |
1.Date of the resolution by the board of directors or decision by the
Company:2024/08/21
2.Number of shares issued:Series D Preferred Stock 2,050,000 shares
3.Par value per share:NT$10
4.Total monetary value of the issuance:NT$20,500,000
5.Issue price:NT$80
6.Number of shares subscribed for by employees:
10% of the total issued shares, amounting to 205,000 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 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.
11.Utilization of the funds from the current capital increase:
Future R&D Requirements
12.Reference date of cash capital increase and share subscription:
2024/08/27
13.Last date before book closure:2024/08/22
14.Book closure starting date:2024/08/23
15.Book closure ending date:2024/08/27
16.Payment period:
The payment period for subscription by existing shareholders and
employees : 2024/08/28
The payment period for subscription by specific person : 2024/08/29
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 |
|
| 2024/08/21 | 14:41:12 | Medeon, on behalf of its subsidiary PMC, announces the material resolutions at the 2024 the 1st Extraordinary Shareholders’ Meeting. | |
| SEQ_NO |
1 |
Date of announcement |
2024/08/21 |
Time of announcement |
14:41:12 |
| Subject |
Medeon, on behalf of its subsidiary PMC, announces the material resolutions at the 2024 the 1st Extraordinary Shareholders' Meeting. |
| Date of events |
2024/08/21
|
To which item it meets |
paragraph 18 |
| Statement |
1.Date of the special shareholders’ meeting:2024/08/21
2.Important resolutions:
(1) Approval of the issuance of D preferred shares with the same
liquidation preference as the A, B, and C preferred shares.
(2) Approval of the amendment to the Articles of Incorporation.
3.Any other matters that need to be specified: NA |
|
| 2024/08/14 | 14:46:35 | Announcement of Supplementary Information on Climate-Related Content in the Company’s 2023 Annual Report | |
| SEQ_NO |
1 |
Date of announcement |
2024/08/14 |
Time of announcement |
14:46:35 |
| Subject |
Announcement of Supplementary Information on Climate-Related Content in the Company's 2023 Annual Report |
| Date of events |
2024/08/14
|
To which item it meets |
paragraph 50 |
| Statement |
1.Date of receipt of letter from TPEx to request
supplement or correction:2024/08/12
2.Deadline imposed for supplement or correction:2024/08/14
3.Content of supplement or correction:
Chinese Version: Add Page 48-1 for Supplementary Information on
Climate-Related Content
4.Countermeasures:The updated annual report will be re-uploaded to the MOPS.
5.Any other matters that need to be specified:None |
|
| 2024/08/06 | 22:23:30 | Medeon, on behalf of its subsidiary PMC, announces the resolution of BOD on the issuance of Series D Preferred Stocks | |
| 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 |
|
| 2024/08/06 | 16:21:28 | BOD of Medeon’s major subsidiary Prodeon resolved to convene the 2024 1st Extraordinary Shareholders’ Meeting for common and preferred shareholders. | |
| SEQ_NO |
2 |
Date of announcement |
2024/08/06 |
Time of announcement |
16:21:28 |
| Subject |
BOD of Medeon's major subsidiary Prodeon resolved to convene the 2024 1st Extraordinary Shareholders' Meeting for common and preferred shareholders. |
| Date of events |
2024/08/06
|
To which item it meets |
paragraph 17 |
| Statement |
1.Date of the board of directors resolution:2024/08/06
2.Extraordinary shareholders’ meeting date:2024/08/21
3.Extraordinary shareholders’ meeting location:
7F, 116, Hougang St., Shilin Dist., Taipei City, Taiwan (R.O.C.)
4.Cause for convening the meeting I.Reported matters:NA
5.Cause for convening the meeting II.Acknowledged matters:NA
6.Cause for convening the meeting III.Matters for Discussion:
(1) Proposal of the issuance of D preferred shares with the same
liquidation preference as the A, B, and C preferred shares.
(2) To approve the amendment to the Articles of Incorporation.
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:2024/08/07
11.Book closure ending date:2024/08/21
12.Any other matters that need to be specified:NA |
|
| 2024/08/06 | 16:10:32 | Medeon Board of Directors approved the 2024Q2 consolidated financial reports | |
| SEQ_NO |
1 |
Date of announcement |
2024/08/06 |
Time of announcement |
16:10:32 |
| Subject |
Medeon Board of Directors approved the 2024Q2 consolidated financial reports |
| Date of events |
2024/08/06
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of the board of directors submitted or approved:2024/08/06
2.Date of the audit committee approved:2024/08/06
3.Start and end dates of financial reports or unaudited financial
information of the reporting period(XXXX/XX/XX~XXXX/XX/XX):
2024/01/01~2024/06/30
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD):110,667
5.Gross profit (loss) from operations accumulated from 1/1 to end of
the period (thousand NTD):14,305
6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD):(447,447)
7.Profit (loss) before tax accumulated from 1/1 to end of the period
(thousand NTD):(430,884)
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):(443,276)
9.Profit (loss) during the period attributable to owners of parent
accumulated from 1/1 to end of the period (thousand NTD):(412,285)
10.Basic earnings (loss) per share accumulated from 1/1 to end of
the period (NTD):(4.48)
11.Total assets end of the period (thousand NTD):2,299,417
12.Total liabilities end of the period
(thousand NTD):342,049
13.Equity attributable to owners of parent end of the
period (thousand NTD):1,925,505
14.Any other matters that need to be specified:None |
|
| 2024/07/29 | 16:31:31 | Announcement for the Board of Directors meeting date to approve the second-quarter 2024 financial report | |
| SEQ_NO |
1 |
Date of announcement |
2024/07/29 |
Time of announcement |
16:31:31 |
| Subject |
Announcement for the Board of Directors meeting date to approve the second-quarter 2024 financial report |
| Date of events |
2024/07/29
|
To which item it meets |
paragraph 31 |
| Statement |
1.Date of a notice of the board of directors meeting is issued:2024/07/29
2.Expected date of the board of directors meeting is convened:2024/08/06
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: Second-Quarter 2024
4.Any other matters that need to be specified:None |
|
| 2024/06/14 | 15:57:27 | Announcement for the issuance of new shares for cash capital increase on behalf of Medeon’s major subsidiary, Medeon International, Inc. | |
| SEQ_NO |
3 |
Date of announcement |
2024/06/14 |
Time of announcement |
15:57:27 |
| Subject |
Announcement for the issuance of new shares for cash capital increase on behalf of Medeon’s major subsidiary, Medeon International, Inc. |
| Date of events |
2024/06/14
|
To which item it meets |
paragraph 11 |
| Statement |
1.Date of the board of directors resolution:2024/06/14
2.Source of capital increase funds:
Issuance of common shares for cash capital increase
3.Whether to adopt shelf registration
(Yes, please state issuance period/No):N/A
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?GUS$4,000,040
Number of shares issued?G4,000,040 shares
5.If adopting shelf registration, monetary value and number of shares
to be issued this time:N/A
6.The remaining monetary value and shares after this issuance when
adopting shelf registration:N/A
7.Par value per share:US$1
8.Issue price:US$1
9.Number of shares subscribed for by or allocated to employees:N/A
10.Number of shares publicly sold:N/A
11.Ratio of shares subscribed by or allotted as stock
dividends to existing shareholders:100%
12.Handling method for fractional shares and shares
unsubscripted for by the deadline:N/A
13.Rights and obligations of these newly issued shares:
The rights and obligations of the newly issued shares from this
cash capital increase are the same as those of existing shares.
14.Utilization of the funds from the capital increase:
To invest in subsidiary
15.Any other matters that need to be specified:None |
|
| 2024/06/14 | 15:50:34 | Medeon Board of Directors resolved the appointments for the 5th session of Remuneration Committee | |
| SEQ_NO |
2 |
Date of announcement |
2024/06/14 |
Time of announcement |
15:50:34 |
| Subject |
Medeon Board of Directors resolved the appointments for the 5th session of Remuneration Committee |
| Date of events |
2024/06/14
|
To which item it meets |
paragraph 6 |
| Statement |
1.Date of occurrence of the change:2024/06/14
2.Name of the functional committees:Compensation committee
3.Name of the previous position holder:
Chi Hang Yang
Chia Ying Ma
Jerome Shen
4.Resume of the previous position holder:
Chi Hang Yang?GChairman, SVT Investment Co. , Ltd
Chia Ying Ma?GProfessor, Department of Accounting , Soochow University
Jerome Shen?GChairman of Taiwania Capital Biotechnology Corporation
5.Name of the new position holder:
Chi Hang Yang
Chia Ying Ma
Jien Wei Yeh
Feng Shyang Yang
6.Resume of the new position holder:
Chi Hang Yang?GChairman, SVT Investment Co. , Ltd
Chia Ying Ma?GProfessor, Department of Accounting , Soochow University
Jien Wei Yeh?GChair Professor, Department of Material Science Engineering,
National Tsing Hua University
Feng Shyang Yang?GSupervisor, Adimmune Corporation
7.Circumstances of change (Please enter ‘resignation’, ‘dismissal’,
‘term expired’, ‘death’ or ‘new appointment’):Term expired
8.Reason for the change:Term expired
9.Original term (from __________ to __________):2021/07/16~2024/07/15
10.Effective date of the new member:2024/06/14
11.Any other matters that need to be specified:None |
|
| 2024/06/14 | 15:43:10 | BOD of Medeon re-elected Mr. Yue Teh Jang as the Chairman. | |
| SEQ_NO |
1 |
Date of announcement |
2024/06/14 |
Time of announcement |
15:43:10 |
| Subject |
BOD of Medeon re-elected Mr. Yue Teh Jang as the Chairman. |
| Date of events |
2024/06/14
|
To which item it meets |
paragraph 6 |
| Statement |
1.Date of the board of directors resolution or date of occurrence of the
change:2024/06/14
2.Position (Please enter chairperson or president/general manager):Chairman
3.Name of the previous position holder:Yue Teh Jang
4.Resume of the previous position holder:Chairman, Medeon Biodesign, Inc.
5.Name of the new position holder:Yue Teh Jang
6.Resume of the new position holder:Chairman, Medeon Biodesign, Inc.
7.Circumstances of change (Please enter ‘resignation’, ‘dismissal’,
‘term expired’ , ‘job relocation’, ‘severance’, ‘retirement’,
‘death’ or ‘new appointment’):Term expired
8.Reason for the change:Term expired and re-elected
9.Effective date of the new appointment: 2024/06/14
10.Any other matters that need to be specified(the information
disclosure also meets the requirements of Article 7, subparagraph 6
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 |
|
