Excelsior Medical : Announcement of equity acquisition on behalf of subsidiary Excelsior Medical (HK) Co., Limited.

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Provided by: EXCELSIOR MEDICAL CO.,LTD
SEQ_NO	1	Date of announcement	2021/11/15	Time of announcement	18:43:14
Subject	Announcement of equity acquisition on behalf of subsidiary Excelsior Medical (HK) Co., Limited.
Date of events	2021/11/15	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.): NephroCare Limited (��NC��) 49% common shares and Cardinal Medical Services Ltd. (��CMS��) 49% common shares. 2.Date of occurrence of the event:2021/11/15 ~ 2021/11/15 3.Amount, unit price, and total monetary amount of the transaction: Amount: NC :To acquire 151,801,588 common shares from Fresenius Medical Care Hong Kong Limited CMS:To acquire 9,800 common shares from Asia Renal Care, Ltd. Unit price�G NC :NTD 4.235489 per share. CMS:NTD 12,992.448980 per share. Total monetary amount of transaction�G NC :NTD 642,954,000 CMS:NTD 127,326,000 The above amount is NTD 770,280,000. (calculated at the monthly average USD exchange rate prior to the two days before closing, and pay in U.S. dollars) 4.Trading counterparty and its relationship with 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):The trading counterparty is 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 amount of transfer:Not Applicable. 6.Where an owner of the underlying assets within the past five years has been a 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 with the Company at the time of the transaction:Not Applicable. 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):Not Applicable. 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):Not Applicable. 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: 1.Conditions precedent to closing�G A.To get prior approval from the Taiwan Fair Trade Commission. B.To reduce its share capital of NC by HKD 60,000 thousands. C.CMS's account payable to Asia Renal Care, Ltd. is waived in the amount of USD 16,581 thousands, which increases in the net worth of CMS. 2.Price adjustment mechanism�G The net cash of these two invested companies shall conform to the agreed cash position, and the difference as of the closing date shall be adjusted to the transaction prices according to the shareholding ratio 49%. 3.Joint venture agreement and supply agreements must be signed together. 10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:It shall be handled in accordance with Article 3 and Article 5 of the ��Procedures for Acquisition and Disposal of Assets�� of Excelsior Medical Co., Ltd. Reference basis for the decision on price�GValuation report issued by Diwan Financial Advisory Services Co.,Ltd�BOpinions on the reasonableness of transaction prices issued by A-Plus CPA Firm. Decision-making unit:�GBoard of Directors. 11.Net worth per share of the Company's underlying securities acquired or disposed of:Net worth per share: NTD 3.03. 12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: Cumulative no. of shares held: NC :To acquire 151,801,588 common shares from Fresenius Medical Care Hong Kong Limited CMS:To acquire 9,800 common shares from Asia Renal Care, Ltd. Cumulative monetary amount: NC �GNTD 642,954,000 CMS�GNTD 127,326,000 The above amount is NTD 770,280,000. (calculated at the monthly average USD exchange rate prior to the two days before closing, and pay in U.S. dollars) Shareholding percentage�G NC �G49% CMS�G49% restriction of rights: None. 13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: Ratio to total assets:5.30% Ratio to shareholders' equity of the parent company: 10.23% Amount of working capital:�GNTD 4,292,215 thousands 14.Broker and broker's fee:NO. 15.Concrete purpose or use of the acquisition or disposal: Enhance the sales performance of the company's dialysis products in the Taiwan market through equity investment. 16.Any dissenting opinions of directors to the present transaction:NO. 17.Whether the counterparty of the current transaction is a related party:NO. 18.Date of the board of directors resolution:2021/11/15 19.Date of ratification by supervisors or approval by the Audit Committee:2021/11/15 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:NO. 21.Name of the CPA firm:A-Plus CPA Firm. 22.Name of the CPA:HUANG,SIN-JHONG 23.Practice certificate number of the CPA:CPA Associations R.O.C.(Taiwan) No.1000088 24.Whether the transaction involved in change of business model:NO. 25.Details on change of business model:Not Applicable. 26.Details on transactions with the counterparty for the past year and the expected coming year:Not Applicable. 27.Source of funds:Not Applicable. 28.Any other matters that need to be specified: 1.2020/12/31, NC Company's equity HKD 341,872,381 *rate 3.6569 / Number of shares 309,799,160 = Net worth per share NTD 4.04. 2.2020/12/31, CMS Company's equity NTD -312,026,082 / Number of shares 20,001= Net worth per share NTD -15,600.52. The above total combined equity is NTD 938,167,028, and the above total combined number of shares is 309,819,161, and the above total net worth per share is NTD 3.03.