[KY] Subsidiary Signs Letter of Intent to Acquire Jade Pharmaceutical Co., Ltd.

1. Type of Acquisition (merger, division, acquisition, or stock transfer): Acquisition
2. Date of Fact: 115/6/15
3. Name of Company Participating in Acquisition (name of the other party in a merger, name of the newly established company in a division, name of the target company in an acquisition or stock transfer): Chen Yao Medical Management Consulting Co., Ltd.
4. Transaction Counterparty (the other party in a merger, the company to which the division is transferred, the counterparty in an acquisition or stock transfer): Jade Pharmaceutical Co., Ltd.
5. Is the Transaction Counterparty a Related Party: No
6. Relationship between the Transaction Counterparty and the Company (the company in which the parent company has invested and holds XX% of the shares), and explanation of the reason for selecting the target for acquisition or stock transfer of another company as a related enterprise or related party and whether it does not affect shareholder rights: Not applicable
7. Purpose and Conditions of Acquisition, including Acquisition Reasons, Consideration Conditions, and Payment Time:
1. Expand the domestic pharmacy sales channel market
2. Transaction price is NT$25,000,000
8. Expected Benefits After Acquisition:
1. Expand pharmacy sales channels
2. Strengthen regional medical integration service capabilities
9. Impact on Net Asset per Share and Earnings per Share:
If the acquisition is completed, it will have a positive impact on the net asset per share and earnings per share of the parent company
10. Type of Consideration and Source of Funds:
Own funds
11. Stock Exchange Ratio and Its Calculation Basis: Not applicable
12. Did the Accountant, Lawyer, or Securities Underwriter Issue an Opinion of Non-Rationality on This Matter: Not applicable
13. Name of Accounting Firm or Law Firm or Securities Underwriting Company: Not applicable
14. Name of Accountant or Lawyer: Not applicable
15. Business License Number of Accountant or Lawyer: Not applicable
16. Content of the Opinion Letter on the Rationality of the Stock Exchange Ratio, Distribution of Cash or Other Property to Shareholders by Independent Experts (one, the method, principle, or calculation method adopted for setting the public acquisition price and its comparison with internationally customary market price method, cost method, and cash flow discount method. Two, comparison of the financial situation, profitability, and P/E ratio of the acquired company with listed peers. Three, if the public acquisition price refers to the appraisal report of the appraisal institution, the content and conclusion of the appraisal report should be explained. Four, if the acquisition party's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after the merger, the impact assessment on the financial and business soundness of the acquired company or the surviving company after the merger should be explained): Not applicable
17. Scheduled Completion Schedule: Formal contract will be signed within one week after the signing of the letter of intent
18. Related Matters of Succession of Rights and Obligations by Existing or Newly Established Companies (or Division): Not applicable
19. Basic Data of Companies Participating in the Merger: Not applicable
20. Related Matters of Division (including the evaluation value of the business and assets to be transferred to the existing company or newly established company, the total number, type, and quantity of shares obtained by the divided company or its shareholders, and the matters related to the reduction of capital of the divided company) (Note: If it is not a division announcement, it is not applicable): Not applicable
21. Conditions and Restrictions on Future Transfer of Acquired Shares: Not applicable
22. Plans After Acquisition (one, the intention and content of the plan to continue the company's business. Two, whether there is a dissolution, delisting, major changes in organization, capital, business plan, finance, production, arrangement or use of important personnel, assets, or other major matters affecting the rights of company shareholders): After the acquisition is completed, the existing team of Jade Pharmaceutical Co., Ltd. will be retained, and the marketing and sales channels of both parties will be integrated to strengthen resource utilization efficiency and accelerate the expansion of medical marketing channels.
23. Other Important Agreed Terms: None
24. Other Major Matters Related to the Acquisition: After the acquisition is completed, the existing team of Jade Pharmaceutical Co., Ltd. will be retained, and the marketing and sales channels of both parties will be integrated to strengthen resource utilization efficiency and accelerate the expansion of medical marketing channels.
25. Did the Board of Directors Object to This Matter: No
26. Information on Directors with Conflicts of Interest in the Acquisition Transaction (name of natural person directors or name of corporate directors and their representatives, important content of conflicts of interest (including but not limited to actual or expected methods of investing in other companies participating in the acquisition, shareholding ratio, transaction price, whether participating in the management of the acquired company, and other investment conditions), reasons for recusal or non-recusal, recusal situation, reasons for agreeing or disagreeing with the acquisition resolution): Not applicable
27. Does it Involve Changes in the Business Model: No
28. Explanation of Changes in the Business Model: No
29. Transaction Situation with the Counterparty in the Past Year and Expected in the Next Year: None
30. Source of Funds: Own funds
31. Other Explanations: The subsidiary, Chen Yao Medical Management Consulting Co., Ltd., plans to acquire 100% of the shares of Jade Pharmaceutical Co., Ltd. for NT$25,000,000 in cash, and will sign a formal contract after the review period of the letter of intent by both parties.
Note two, related matters of succession of rights and obligations by existing or newly established companies include the handling principles of treasury shares and issued securities with equity characteristics.
Note three: Basic data of companies participating in the merger includes the company name and the main content of its business.
Note four: If it involves changes in the business model, please explain in the column including changes in the scope of business, expansion/reduction of product lines, adjustment of processes, industrial horizontal/vertical integration, or other matters involving adjustments to the business structure.
Note five: If it is not a private placement using funds for the acquisition, it can be filled as not applicable.
Note six: If this case needs to be approved or permitted by domestic or foreign competent authorities (such as the Investment Commission, Fair Trade Commission, Anti-Monopoly Bureau, or other units) before it is realized, the relevant matters should be explained.