The dental industry is conservative and has a certain resistance towards change, which represents both opportunities and certain challenges. Opportunities are for the people who can offer new, modern solutions to the present problems, and challenges are caused from "things take time". This industry is still dominated by thousands of small dental clinics and dental laboratories with 3 - 8 employees, and to penetrate and convince a high number of customers takes time and requires patience.
Our Total Solution Provider business model, which is an integrated platform of products and services within implantology, customized prosthetics, intraoral scanning and both chair side and laboratory milling solutions, is now complete.
This is the solution for the dental industry moving forward; more integrated solutions, "one-stop shopping" and new and improved procedures within both clinics and laboratories. The dental clinics and laboratories must learn to adjust to a more industrialized environment, dominated by professional business solutions, and Biodenta has spent 10 years to develop all these products and services, and a global sales & distribution network, which can market and sell such solutions.
Total Solution Provider
The company offers a world class Total Solution Provider concept to all major dental markets around the globe, which includes Dental Implant Systems (DIS), Digital Dentistry Systems (DDS) and DentaSwiss Service Centers (DSSC). In DIS field, we are able to provide four complete implant families and devote ourselves to the completion of related prosthetic accessories. A leading Tight Fit Connection technique inside our products has been tested and verified by Frankfurt University Germany, which we believe will become the main stream application in the future. In DDS field, as the cosmetic element in dentistry becomes stronger everywhere, the demand for more and more customized prosthetic solutions including all kinds of prosthetic teeth and the related products is fast increasing. Therefore, availability of digitalization in order to provide precise, quick and aesthetic products for oral surgeons, dental laboratories and most importantly end users is highly requested. On the clinic side, Biodenta promotes chair side systems that enable the surgeons to directly implement the intraoral scan of the patient and then transmit the data to the regional DSSC franchise via internet. These systems help to speed up the production of high-end and customized prosthetic products for temporary or permanent use. This development can make one-day dentistry come true in the future. In DSSC field, we have established many DSSC franchises in major markets where we are able to provide digital dental products and services for local customers in the respective territory or country. Since the regional DSSCs become important modules of the terminal service within our Total Solution Provider business model, we will continue to invest into such DSSCs in key dental markets of the world, sometimes with distribution partners (J/V) or alone.
Year 2017 Prospects
With the strategy of leaner and more flexible operations, the company will continue to reallocate resources globally and focus on those promising developing countries to catch the uptrend there as it attains the completion of its product portfolio and regulatory approvals. The company will also pay high attention to its production efficiency and inventory control to ensure a reasonable balance among product quality, gross profit, order fulfillment and inventory level vis-à-vis anticipated sales boost. Biodenta is ready and keen to move forward with all efforts and shall enjoy the fruits of its labor on the back of internal adjustments, reinforced channels, obtainment of certifications and completion of product portfolio. Looking forward to a progress in 2017, Biodenta has great confidence in its teams and shall seize every opportunity to grow its business.
Taiwan, March 2017
Proposal: Proposal for 2017 cash capital increase by private placement.
Description: In order to have enough working capital for business growth, the Company proposes to issue common shares by private placement in less than three tranches within one year starting from the resolution date of Annual Shareholders’ Meeting. The terms of common shares are shown below:
1. Issue Amount and Shares: Maximum NT$300M and maximum 10M shares
2. Par Value: NT$ 10 per share
3. The basis and reasonableness of the private placement pricing:
(1) The Issue Price is currently expected to be not less than 80% of the Reference Price (as defined below). The reference price is the net worth per share shown on the financial report audited and certified or reviewed by a CPA for the period closest to the price determination date.
(2) If the price per share of the privately placed common shares might possibly be lower than the par value of the shares, such pricing and issuance is still necessary since this cash capital increase can facilitate the stable growth and financial structure of the company and also shareholders’ equity. The impact on shareholders’ equity will be an increase in accumulated loss incurred from the effect of the price difference. However, such accumulated loss will be eliminated according to future business development.
(3) It is proposed that the Shareholders’ Meeting authorizes the Board of Directors to determine the actual pricing date and issuing price according to the situation of placees and market and in compliance with the approved percentage for the private placement pricing by the Shareholders’ Meeting.
4. The method for selecting the placees: In compliance with Article 43-6 of the Securities and Exchange Act. Currently. The criteria of placees are as follows.
(1) Natural persons, juristic persons, or funds meeting the conditions prescribed by the Competent Authority.
(2) Selection method and purpose: The placees can understand and bring benefits to the company in future development.
5. If any placee is a strategic investor:
(1) Selection method and purpose: The placee can support any management and finance resources the company needs.
(2) Necessity and expected benefits: To strengthen the competitive advantage of the company and bring forth the synergy of product and market development.
(3) Currently, there is no confirmed strategic investor.
6. If any placee is an internal person of the Company:
(1) Selection method and purpose: The placee knows the company well in a certain level and can directly or indirectly facilitate the future operation of the company.
(2) Necessity and expected benefits: To strengthen the financial structure and sustainable development and to bring forth the business improvement.
(3) If any placee is an internal person of the Company, it will be limited to the directors and supervisors of the BOD and the managers of the company, which possibly are Patrick Hsieh (chairman), Joan Yang(director), Kevin Chuang (director), Mark Chang (independent director), Antony Huang (independent director), Hanson Tsai (supervisor), Yiting Lee (supervisor), Jackson Chen (Sales VP), Philemon Chuang (CFO), Benson Wang (accounting manager).
7. The reasons necessitating the private placement:
(1) The reason for not using public placement: The company currently at the developing stage needs to raise fund to reinforce operation through private placement which is more efficient and convenient comparing to public placement. If through public placement, it will take too long to inject fund into the company in time. The company also needs strategic investors to facilitate its long term development. And the private placement with a three-year lock-in period can strengthen the long term partnership between the company and strategic investors. So, it is necessary to raise fund by private placement not public placement.
(2) The use of proceed and expected benefits
|Tranche||Use of Proceed||Expected Benefits|
|1st||To replenish working capital and improve financial structure||To reinforce the competitiveness, operation efficiency and interest saving of the company, and to elevate shareholders' equity|
|2nd||To replenish working capital and improve financial structure||To reinforce the competitiveness, operation efficiency and interest saving of the company, and to elevate shareholders' equity|
|3rd||To replenish working capital and improve financial structure||To reinforce the competitiveness, operation efficiency and interest saving of the company, and to elevate shareholders' equity|
8. Capital contribution method: the placee shall make a cash capital contribution.
9. All the rights and obligations for the privately placed common shares are the same as those for the issued common shares of the Company. However according to the Securities Exchange Act, except for being transferred to a transferee meeting the requirement under Article 43-8 of the Securities Exchange Act, the privately placed common shares cannot be sold within three years after their delivery. After three years from the delivery of privately placed common shares, according to related regulations, the Company shall apply with the competent authorities for public issuance and Taiwan Stock Exchange (TSE) or Taipei Exchange (TPEx) listing of such privately placed common shares.
10. It is proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to determine the important matters in connection with this private placement, including the number of shares to be issued, terms and conditions of the private placement, placee selecting method, fund utilization plan, detailed plan items, expected process and anticipated benefits and other related issues. If some revision or adjustment has to be made due to amendment to the laws and regulations, the competent authorities’ instruction, market condition change or environment impact, it is also proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to handle all related matters.
11. Except for aforementioned authorization scope, it is also proposed that the Shareholders’ Meeting authorizes the Chairman to determine the new shares issue record date and authorizes the Chairman or any other his designated person to sign and negotiate all related contracts or documents on behalf of the Company and to handle all matters related to this private placement.
(2) 選擇方式及目的: 對本公司整體營運狀況已有了解，進而對本公司未來發展有助益。
(3) 應募人如為公司內部人或關係人，限於董事、監察人及公司經理人，可能名單為謝沛勳 (董事長)、楊秀瓊(董事)、莊明山(董事)、張靖坤(獨立董事)、黃建中(獨立董事)、蔡志谷(監察人)、李宜庭(監察人)、陳家聲(業務副總)、莊國祥(財務長)、王偉全(會計主管)。
Selling Only Account Infomation
Any selling activity consists of the transaction itself and the related taxes and fees. Overseas shareholders need both a domestic agent and a tax agent. The domestic agent represents the overseas shareholder when it comes to handle the transaction while the tax agent represents overseas shareholder in terms of tax issues.
Furthermore, every shareholder needs his/her own bank account for the security transaction, which is bundled with the security account. The shareholder cannot use another bank account for this security account. The domestic agent represents the shareholder and is authorized to open the local security and bank accounts in the name of the shareholder.
Please note that selling activities will entail taxes and fees for both domestic agent and tax agent. Please contact Jean at RichFin Inc. for more detailed information (contact details below).
The shareholder has to complete the following steps:
TAX AGENT documents
In order to prepare the documents for the tax agent the following processes need to be completed and authenticated:
ID NO. Application Process
In order to prepare the documents for the domestic agent the following documents need to be completed and authenticated:
Power of Attorney for Domestic Agent (5 copies) to be legalized
For further questions kindly get in touch with:
- Biodenta concentrates its activities on the emerging markets, in addition to the two main dental reference markets - the USA and German speaking Europe.
- Biodenta is one of the value players in the dental market with a global reach and full service portfolio (Total Solution Provider including 4 complete implant programs, intraoral scanning, “chair-side” solutions and CAD/CAM).
- Biodenta sells its products under the Biodenta and DentaSwiss labels. Products are developed in cooperation with leading dentists and scientists. Our production facilities ensure quality and capacity to meet future growth and customer expectations.
- Management and Board Members are highly experienced both in bringing companies to the Taiwanese Stock Market and in leading publicly listed companies.
Dental Implant System
Digital Dentistry System
DSCS is the solution for dental clinics looking for “in-clinic” production integrated with their digital procedures. This optimum open system saves time and increases efficiency for the dental clinics without any compromise on quality. From the most advanced intraoral scanning to high end 5 axes milling, with this open system, the user always has a choice to prepare the final restoration in-clinic or simply send it to other labs or the DentaSwiss Service Centers by few clicks.
Quality & Regulatory
In the USA, we have made certain important adjustments to our distribution set-up. We are about to create a strong, national distribution through well established dental distributors, a mixture of regional and national ones. In addition, we are negotiating with 3 national distributors and hope to have positive news regarding these potential new partners soon. In late 2013, we moved into a new facility for the US operation, still in the DC area, but significantly more suitable for our type of operation, including our DentaSwiss Service Center (milling). This move has both increased capacity and added new and exciting products to the prosthetic range, which will enable us to support the new customer base in the US market.
Europe, Middle East & Africa (EMEA)
In EMEA markets we see solid growth this year. We have high expectations in the Middle East region, where we have our own subsidiaries in Turkey and Iran, and in East Europe we are ready to trigger aggressive sales activities in 2014. In Russia, we established a J/V end of 2012, with a high reputation Russian partner, where Biodenta holds 45 % of Biodenta Russia. This entity is situated in Moscow and is ready to trigger sales activities in 2014. In German speaking Europe we continue to optimize resources and we are optimistic as to market developments in Germany and Switzerland. In India, we expect product registration clearance in 2014 and are preparing the distribution network. We have established key opinion leaders already and will start selling our products in big agglomerations like Mumbai, Delhi and Bangalore. Therefore, we will enter into a partnership with a local laboratory that will use our DentaSwiss franchise model for the digital dentistry and will also sell our dental implants.
Asia Pacific (APAC) ǀ China
In the APAC region we are already well established in Taiwan. Furthermore we have signed multiple distribution contracts with valuable partners in Thailand, Indonesia and Australia. In 2014, we will have regulatory access to China, a key market, which experiences rapid growth in the dental field. We have established our own sales coordination company in Shanghai, 10 - 11 regional distributors are trained and ready to go, and we are very optimistic with regards to this key market. With our long experience in the Chinese health care market, we are well positioned to take our share of this rapidly developing market. Our structures are established, people are educated and ready to go.