[Zonxuan] Announcement by subsidiary e-Healthcare International Co., Ltd. regarding a simplified merger with a subsidiary

Zonxuan announced that its subsidiary e-Healthcare International Co., Ltd. will undergo a simplified merger with its subsidiary e-Healthcare Technology Co., Ltd. This restructuring aims to enhance operational efficiency and management performance within the group. The merger date is scheduled for July 1, 2026.
その他NQ 0/100出典:PR Times

📋 Article Processing Timeline

  • 📰 Published: May 7, 2026 at 09:00
  • 🔍 Collected: May 8, 2026 at 08:00 (23h 0m after Published)
  • 🤖 AI Analyzed: May 8, 2026 at 08:23 (23 min after Collected)
1. Type of merger (e.g., merger, spin-off, acquisition, or share transfer):
Simplified Merger
2. Date of occurrence: 115/5/7 (May 7, 2026)
3. Companies involved in the merger (e.g., the other merging company, newly established company in a spin-off, acquired or transferred share target company name):
e-Healthcare International Co., Ltd. and e-Healthcare Technology Co., Ltd.
4. Transaction counterparty (e.g., the other merging company, company to which business is transferred in a spin-off, counterparty for acquisition or transfer of shares):
Surviving company: e-Healthcare International Co., Ltd. (hereinafter referred to as e-Healthcare International)
Dissolved company: e-Healthcare Technology Co., Ltd. (hereinafter referred to as e-Healthcare Technology)
5. Is the transaction counterparty a related party: Yes
6. Relationship between the transaction counterparty and the company (e.g., an investee company in which the company holds XX% of its shares), and reasons for selecting a related enterprise or related party as the target for acquisition or transfer of shares, and whether it will not affect shareholder equity:
e-Healthcare International is an investee company in which our company directly holds 75.49% of the shares;
e-Healthcare Technology is an investee company in which our company indirectly holds 75.49% of the shares.
Based on considerations for streamlining operational efficiency and enhancing management performance,
the merger of e-Healthcare International and e-Healthcare Technology will not have a material impact on shareholder equity.
7. Purpose and conditions of the merger, including reasons for the merger, consideration terms, and payment timing (Note 7):
To streamline operational efficiency and enhance management performance, a simplified merger will be conducted with 100% owned subsidiaries in accordance with Article 19 of the Business Mergers and Acquisitions Act, the Company Act, and other relevant laws and regulations.
8. Expected benefits after the merger:
This simplified merger will not affect operating revenue or operating net profit.
9. Impact of the merger on net asset value per share and earnings per share:
This simplified merger will not affect net asset value per share or earnings per share.
10. Type of merger consideration and source of funds:
Not applicable
11. Share exchange ratio and basis for calculation:
Not applicable
12. Non-fairness opinion issued by accountants, lawyers, or securities underwriters for this transaction: Not applicable
13. Name of accounting firm, law firm, or securities underwriter:
Not applicable
14. Name of accountant or lawyer:
Not applicable
15. Accountant or lawyer's license number:
Not applicable
16. Content of independent expert's opinion on the fairness of the share exchange ratio, cash, or other assets distributed to shareholders in this merger (I. Includes the methods, principles, or calculation methods used for public offer price determination and comparison with internationally customary market methods, cost methods, and discounted cash flow methods. II. Comparison of the financial status, profitability, and price-to-earnings ratio of the acquired company with listed peers. III. If the public offer price refers to an appraisal report from an appraisal institution, the content and conclusions of the appraisal report should be explained. IV. If the acquirer'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) (Note 7):
Not applicable
17. Scheduled completion date (Note 7):
The merger effective date is July 1, 2026.
18. Matters related to the existing or newly established company assuming the rights and obligations of the dissolved (or spin-off) company (Note 2):
After the merger, all rights and obligations, including assets and liabilities, of the dissolved company shall be assumed by the surviving company in accordance with the law.
19. Basic information of companies involved in the merger (Note 3):
(1) Main business of e-Healthcare International: Holding company
(2) Main business of e-Healthcare Technology:
Development and integration services for smart medical and digital healthcare systems combining sensing technology with AI.
20. Matters related to spin-off (including the evaluation value of the business and assets to be transferred to an existing or newly established company; the total number, type, and quantity of shares acquired by the spun-off company or its shareholders; and matters related to capital reduction if the spun-off company's capital is reduced) (Note: Not applicable if not a spin-off announcement):
Not applicable
21. Conditions and restrictions on future transfer of merged shares:
Not applicable
22. Plans after completion of the merger (including I. Intent and plan for continuing company operations. II. Whether dissolution, delisting, major organizational changes, capital changes, business plan changes, financial and production changes, arrangements or utilization of important personnel or assets, or any other significant matters affecting shareholder equity will occur):
Not applicable
23. Other important agreements:
Not applicable
24. Other significant matters related to the merger:
Not applicable
25. Is there any objection from the directors regarding this transaction: No
26. Information on directors with conflicts of interest in the merger transaction (name of natural person director or name of legal entity director and representative, important content of their conflict of interest (including but not limited to methods of actual or planned investment in other participating merging companies, shareholding ratio, transaction price, whether they participate in the management of the merging company, and other investment conditions), reasons for recusal or non-recusal, recusal status, reasons for supporting or opposing the merger resolution) (Note 7):
Not applicable
27. Does it involve changes in business model: No
28. Explanation of business model changes (Note 4):
Not applicable
29. Trading situation with the transaction counterparty in the past year and expected next year (Note 5):
Not applicable
30. Source of funds (Note 5):
Not applicable
31. Other explanatory matters (Note 6):
After the merger of e-Healthcare International and e-Healthcare Technology, e-Healthcare International will be renamed e-Healthcare Technology Co., Ltd.
Note 2: Matters related to the existing or newly established company assuming the rights and obligations of the dissolved company, including treasury stock and principles for handling issued equity-linked securities.
Note 3: Basic information of participating merging companies includes company name and main business content.
Note 4: If business model changes are involved, please specify in the field including changes in business scope, expansion/reduction of product lines, process adjustments, industry horizontal/vertical integration, or other matters involving operational structure adjustments.
Note 5: Not applicable for cases where private placement funds are not used for M&A.
Note 6: If this case requires approval or permission from domestic or foreign competent authorities (e.g., Investment Commission, Fair Trade Commission, Anti-Monopoly Bureau, or other units) before its completion, relevant matters should be stated.
Note 7: Financial holding companies investing in publicly issued companies through public tender offers.