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Announcement of the BOD's approval regarding the acquisition of common shares of TOP Biological Technology Company Limited

2024.3.11

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.):Common shares of TOP Biological Technology Company Limited

2.Date of occurrence of the event:2024/03/11

3.Volume, unit price, and total monetary amount of the transaction:
(1)Volume:510,000 shares
(2)Unit price:About NTD 86.9 per share
(3)Total monetary amount:NTD 44,330,000

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): Trading counterparty:Shen Feng Co., Ltd., Gu An Engineering Consultants Co., Ltd., Kao Tuan International Consulting Co., Ltd., ANIMATO INTERNATIONAL COMPANY, and the natural person shareholders of TOP Biological Technology Company Limited Relationship to the Company:Not a related party of the Company.

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:NA.

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:NA.

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:NA.

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):NA.

9.Terms of delivery or payment (including payment period and monetary value), restrictive covenants in the contract, and other important terms and conditions:
(1)Terms of payment:Based on the Share Purchase Agreement.
(2)Restrictive covenants in the contract, and other important terms and conditions:None.

10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:
(1)The reference basis for the decision on price:The appraisal report of TOP Biological Technology Company Limited issued by China Intangible Asset Appraisement Co., Ltd. The Company has also referred to the opinion of reasonableness of the transaction price issued by Ezone CPAs Firm.
(2)Decision-making unit:Audit Committee and BOD of the Company

11.Net worth per share of the Company’s underlying securities acquired or disposed of:NTD 16.78

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:
(1)Cumulative no. of shares held:510,000 shares.
(2)Monetary value:NTD 44,330,000
(3)Shareholding percentage:51%
(4)Status of any restriction of rights: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:
(1)Ratio of securities investment to the total assets:72.56%
(2)Ratio of securities investment to the total shareholder's equity:77.16%
(3)Operating capital:NTD 700,184 thousands.
(4)The transaction amount includes the acquisition of common shares of TOP PHARM. MEDICALWARE COMPANY LIMITED in NTD 257,121,400 and the acquisition of common shares of TOP Biological Technology Company Limited in NTD 44,330,000.

14.Broker and broker’s fee:None.

15.Concrete purpose or use of the acquisition or disposal: Long-term investment.

16.Whether the directors expressed any objection to the current transaction:No.

17.Whether the counterparty of the current transaction is a related party:No.

18.Date of the Board of Directors’ resolution:2024/03/11

19.Date of ratification by supervisors or approval by the Audit Committee:2024/03/11

20.Whether the CPA issued an opinion on the unreasonableness regarding the current transaction:No.

21.Name of the CPA firm:Ezone CPAs Firm

22.Name of the CPA:Jing-Jun Lu CPA

23.License no.of the CPA:SFC Certificate No. 5626

24.Any other matters that need to be specified:None.