Investor Relation

Annual Shareholders’ Meeting 2017

The 2017 Annual General Shareholders' Meeting (the "Meeting") of Biodenta Corporation (the "Company") will be convened at the meeting room Calla Hall, Fullon Hotel Sanyin (located at 2F, No.63, Dasyue Rd., Sansia Dist., New Taipei City, 236, Taiwan) at 9:00 a.m., Tuesday, April 28, 2017.

1. The agenda for the Meeting is as follows:

I. Report Items

(1) To report the business of 2016.
(2) Supervisor’s Review Report on the 2016 Financial Statements.
(3) Accumulated Losses Reaching One-Half of Paid-in Capital.

II. Proposed Resolutions

(1) Adoption of 2016 business report and financial statements.
(2) Adoption of the proposal for 2016 deficit compensation.

III. Discussion Item

(1) A capital reduction plan to offset company losses.
(2) To cease the status as a public company.
(3) Cash capital increase by private placement.

IV. Special Motions

V. Dismiss

2. Per to the details of private placement, please refer to "Proposal for 2017 cash capital increase by private placement”.

Private Placement

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

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.

私募案

案由：以私募方式辦理現金增資發行普通股案。
說明：為因應公司營運需求，本公司擬以私募方式辦理現金增資發行普通股，並得於股東會決議日起一年內分次發行，以不超過三次為限。主要條件如下：

1. 募資總金額及發行股數：私募總金額上限新台幣3億元整且發行股數不超過1,000萬股。

2. 面額：新台幣每股10元。

3. 私募價格之依據及合理性：

(1) 本公司私募普通股每股價格係以不低於參考價格之8成且不低於最近期會計師查核簽證或核閱之財務報告顯示之每股淨值訂之，參考價格係以定價日最近期經會計師查核簽證或核閱之財務報告顯示之每股淨值。

(2) 本次私募普通股價格如依前述之定價成數致低於股票面額，且為因應本公司營運狀況及市場變化而有低於面額發行之必要時，其增資事項係有助於公司營運穩定成長及改善財務結構，對股東權益有正面助益。股東權益影響為實際私募價格與面額間之差額，應先借記同種類股票溢價產生之資本公積，如有不足則借記保留盈餘項下之未分配盈餘，產生之累積虧損，將視未來公司營運狀況消除之。

(3) 實際定價日與實際私募價格授權董事會依106年股東常會決議之參考價格成數限制，視日後洽定特定人情形及市場狀況決定之。

4. 特定人選擇方式：將依證交法第四十三條之六及91年6月13日(91)台財證一字第0910003455號等相關規定辦理，擬洽詢之應募人如下：

(1) 符合主管機關所定條件之自然人、法人或基金。

(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。

5.應募人如為策略性投資人：

(1) 應募人之選擇方式與目的:應募人之選擇為可協助本公司營運所需各項管理及財務資源。

(2) 必要性及預計效益:為提昇本公司之競爭優勢，擬引進對本公司未來產品與市場發展有助益之策略性投資人。

(3) 策略性投資人名單，目前無已洽定之應募人。

6.應募人如為公司內部人或關係人：

(1) 應募人之選擇方式與目的：對公司未來營運有直接或間接助益，且對本公司具一定瞭解者。

(2) 必要性及預計效益：為強化財務結構及維持公司永續經營，藉由應募人資金挹注，以改善公司整體營運體質。

(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)。

7.辦理私募之必要理由：

(1) 不採用公開募集之理由：由於公司營運尚未獲利，為充實營運資金，爰有資金需求，考量私募方式相對迅速簡便之時效性，如透過公開募集方式籌資，除礙於時效，亦恐難迅速挹注所需資金，及因公司長期發展所需或引進策略投資等規劃，而私募有價證券受限於三年內不得自由轉讓之規定，將可更為確保公司與策略性投資夥伴間之長期合作關係，故不採用公開募集而擬以私募方式辦理。

(2) 各次私募資金用途及預計達成效益如下：

8. 應募人出資方式：以現金方式出資。

9. 本次私募普通股之權利義務原則上與本公司已發行之普通股相同；惟依證券交易法規定，本公司私募之普通股於交付日起三年內，除依證券交易法第四十三條之八規定之轉讓對象外，不得再行賣出。另本次私募之普通股自交付日起滿三年後，依相關法令規定辦理。

10. 本次私募有價證券之重要內容，包括募集發行股數、私募條件、特定人之選擇方式、資金運用計劃、計劃項目、預計進度及預計可能產生效益及其他與本次私募普通股有關之未盡事宜，擬請股東會授權董事會決定。未來如因法令變更、主管機關指示、或基於市場狀況變化、客觀環境影響而須變更或修正時，亦請股東會授權董事會全權處理之。

11. 除以上所述之授權範圍外，另擬請股東會授權董事長訂定發行新股增資基準日，並授權董事長或其指定之人得代表本公司簽署、商議一切本次有關之契約或文件，並為本公司辦理一切有關本次私募有價證券的事宜。

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). SUMMARY The shareholder has to complete the following steps: Choose a tax agent (a professional accountant is suggested) for tax dealing and a domestic agent for opening a security (sell-only) and a bank account in Taiwan, and complete all requested forms. The tax agent can assist the shareholder to fill in the relevant forms. Suggested tax agent: RichFin Inc. Please contact: Jean, E-mail This email address is being protected from spambots. You need JavaScript enabled to view it. Suggested domestic agent: Biodenta Please contact: Carol, E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it. Legalize Power of Attorney (POA), passport hardcopy and ID No. Application Form (your signature) for the tax agent (one copy is enough) Power of Attorney for domestic agent(five copies) at Taiwan, ROC representative office. The shareholder may contact the tax agent to handle the process. Please refer to documents below for detailed instructions and forms. The tax agent will act as follows: The tax agent will take shareholder’s ID, POA for tax agent and “Agent Appointment and Acceptance Form” in order to apply for the appointment of tax agent in National Tax Administration. The tax agent will take shareholder’s ID and POA for National Immigration Agency to apply for the document “Record of ID No. in the Republic of China” in Ministry of the Interior. The domestic agent will then proceed as follows: The domestic agent will take shareholder’s ID, passport, POA for domestic agent, “Record of ID No. in the Republic of China” , and “Agent Appointment and Acceptance Form” to open the security (sell-only) and a bank account in Biodenta assigned Securities and Bank.   DOCUMENTS 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 Instructions Download ID NO. Application Form Download Power of Attorney for ID NO together with a hardcopy of your passport to be legalized (1 copy) Download Checklist Download Ministry of Economic Affairs (MOEA) Approval Application Process Instructions Download Power of Attorney for MOEA to be legalized (1 copy) Download Tax Agent Application Process Instructions Download Power of Attorney to be legalized (1 copy) Download Agent Appointment and Acceptance Form (3 copies) Download Proxy of Individual Income Tax Statement Application (3 copies) Download Proxy Statement for tax refund Download Checklist Download DOMESTIC AGENT documents 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 Instructions This form also needs to be consularized, including: Passport (including your personal profile and photo on it, if accompanied by your signature on, it would be a plus) Your signature (must be the same with the signature in the passport) Foreign national residing outside of the R.O.C. he or she shall present copies of his or her documents authenticated by the competent authority in his or her home country or consularized by an R.O.C. consulate or its functional equivalent in the place where such documents are executed; in either case, for examination of the appointer’s personal data and signature. Please double confirm your Name, Nationality, Passport number and Address in POA. Assistance You can provide the tax agent with (1) your passport copy; (2) the communication address; (3) telephone number. The tax agent would fulfill all the documents for you to sign and to be consularized Form Power of Attorney for Domestic Agent (Download) Once you have completed above forms, please also mail them to tax agent (the original copy). The address and receiver are as following: Miss Lan, Hua-Chen 7F., No.94, Meilun St., Shilin Dist., Taipei City 111, Taiwan (R.O.C.) TRANSACTION PROCEDURE   QUESTIONS For further questions kindly get in touch with: EMEA Adrian Sieber This email address is being protected from spambots. You need JavaScript enabled to view it. AMERICAS Shan Lu This email address is being protected from spambots. You need JavaScript enabled to view it.

Investment Thesis

• 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

DentaSwiss

Global Education

Quality & Regulatory

Markets