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Joelton ( Date: 01-May-2025 17:57) Posted:
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Q& M makes mandatory unconditional cash offer of 3.21 cents for Aoxin Q& M shares
Mainboard-listed Q& M Dental says it intends to make a mandatory unconditional cash offer of 3.21 cents for the shares it does not already own in its subsidiary, Catalist-listed Aoxin Q& M1d4.
This comes after Q& M increased its stake in the latter to 50.53% from 33.33%. The offer is made under Rule 14.1 of the Singapore Code on Take-overs and Mergers, where companies or persons have to make mandatory offers for shares in a company when they own " not less than 30% but not more than 50%" of the voting rights.
On April 30, Q& M acquired 87.97 million shares in Aoxin Q& M from Health Field Enterprises Limited (HFEL) under the share security agreement dated Oct 12, 2016. The acquisition was completed at the volume weighted average price (VWAP) of 3.21 cents per share for trades done on April 22. This forms the partial settlement of the profit guarantee amount owed by Aoxin Q& M' s executive director and group CEO Dr Shao Yongxin. The share acquisition was made as HFEL and Shao did not fulfil their obligations under the profit guarantee provided by Shao in a circular in October 2016. On April 18, Q& M announced that it issued a letter of demand to Shao for sums owed under a profit guarantee agreement.
As at Dec 31, 2024, Shao is said to owe Q& M a total of RMB72,274,588 (or $13.0 million) arising from shortfalls under the profit guarantee.
" Despite numerous reminders and follow-ups with Dr. Shao, the shortfall amount remains outstanding," said Q& M in its April 18 announcement.
" Despite multiple and repeated reminders from the company, Dr. Shao and HFEL have failed to fulfil their obligations under the master agreement. Dr. Shao and HFEL have also failed to propose a reasonable alternative proposal to the company. Under the share security arrangement, the company is to transfer such number of Aoxin shares held by HFEL to an independent third-party," Q& M adds in its April 30 release.
Q& M says it has also attempted to look for potential third-party buyers for the shares at the prevailing market price, but no suitable buyers were found. As such, the group decided to acquire the shares in Aoxin Q& M from HFEL.
Together with the 87.97 million shares acquired in Aoxin Q& M, Q& M can acquire a total of 341 million shares in Aoxin Q& M, representing 66.67% of the total shares in Aoxin Q& M.
Based on Aoxin Q& M' s financial statements for the FY2024 ended Dec 31, 2024, the company' s net tangible asset (NTA) value, excluding non-controlling interests, was approximately $25.6 million. The NTA attributable to the 341 million shares based on Aoxin Q& M' s FY2024 results is $17.1 million. The market value of the maximum acquired shares, based on the VWAP of 3.21 cents per Aoxin Q& M share, is around $10.9 million. The net loss attributable to the maximum acquired shares as at Dec 31, 2024, is $217,905.
According to Q& M, the offer price is final and the offer is unconditional in all aspects. The offer will last 28 days after the date on which the offer document is posted. The document will be subsequently issued by Q& M . The offer will not be extended beyond 5.30pm on that date.
Should the offer be fully accepted, Q& M will pay about $8.1 million for the offer shares.
While the offer was made under Rule 14.1 of the Singapore Code on Take-overs and Mergers, Q& M believes Aoxin Q& M' s businesses are complementary to its business. The acquisition of the latter' s shares also aligns with its strategy to expand its assets and earnings base. Furthermore, the acquisition presents an opportunity to acquire statutory control of Aoxin Q& M and create new growth opportunities in China by integrating Aoxin Q& M into the group.
Lot of activities recently.
Q& M to seek secondary listing on Bursa Malaysia&rsquo s Main Market
Q& M Dental Group is proposing to seek a secondary listing on the Main Market of Bursa Malaysia Securities Berhad.
The proposed listing will allow the group to widen its investor reach and expand its investor base, says the group in an April 17 release.
The listing on the Malaysian bourse will also potentially increase the liquidity of Q& M&rsquo s shares through separate trading platforms and it will enable the group to tap into additional platforms for future fund raising, Q& M adds.
According to the group, it has already appointed the relevant professional advisers, including the principal financial adviser in Malaysia and Singapore legal counsel, who have commenced preparatory work on the proposed secondary listing.
The listing is currently at a preliminary stage and will involve &ldquo extensive preparatory work&rdquo that make take an &ldquo uncertain length of time&rdquo .
As of April 17, no application has been made to the Securities Commission Malaysia in relation to the proposed secondary listing.
Q& M issues letter of demand to Aoxin Q& M&rsquo s group CEO
Q& M Dental Group has issued a letter of demand to Dr Shao Yongxin, the executive director and group CEO of Aoxin Q& M . As at April 17, Q& M owns about 32.78% of Aoxin&rsquo s shares.
According to Q& M, Shao had provided certain profit guarantees in its circular dated Oct 14, 2016, in connection with the acquisition of Shenyang Xinao Hospital Management. The hospital was acquired from Shao by Q& M&rsquo s subsidiary, Shanghai Q & M Investment management & Consulting Co. Ltd. In the circular, the profit guaranteed was RMB122,434,750 (or approximately $25.67 million then). The profit guarantee period was stipulated to be for 12 years from July 1, 2014.
The profit guarantee is secured by an escrow arrangement and all of the ordinary shares in the capital of Aoxin held by Health Field Enterprises Limited, says Q& M.
Under the escrow arrangement, Shao is required to deposit certain sums of money into the account maintained by Q& M. He is also required to do the same for the duration of the profit guarantee.
Should there be any shortfall in the amount guaranteed for any year, Q& M has the right to withdraw the shortfall amount from the escrow account. In such an event, Shao is required to put further sums of money into the account to maintain the amount.
In addition, Health Field Enterprises has created security interest over its Aoxin shares to Q& M for the entire 12 years, per a share security agreement. This is to serve as security for the performance of Shao&rsquo s obligations.
Should the shortfall in the profit guarantee for any year exceed the amount available in the escrow account, Q& M says it will have the right to the Aoxin shares held by Health Field Enterprises per the terms of the share security agreement.
As at Dec 31, 2024, Shao is said to owe Q& M a total of RMB72,274,588 (or $13.0 million) arising from shortfalls under the profit guarantee.
&ldquo Despite numerous reminders and follow-ups with Dr. Shao, the shortfall amount remains outstanding,&rdquo says Q& M.
In addition to the letter of demand, Q& M is in the process of obtaining legal advice and will consider &ldquo all available options for the recovery of the shortfall amount, including without limitation, the enforcement of the share security agreement&rdquo .
&ldquo The board is of the view that the company&rsquo s issuance of the letter of demand is not expected to have any material impact on the financial position of the company,&rdquo Q& M adds.
Send LOD to China associated coy to recover guarantee profit amount of roughly $13M owed to the coy....Intend to secondary listing in Bolehland too !
tkchua ( Date: 14-Mar-2025 17:46) Posted:
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RECEIPT OF MEDICAL DEVICE LICENCE IN AUSTRALIA BY EM2AI PTE. LTD
https://links.sgx.com/1.0.0/corporate-announcements/SOFC3623RTSUF3SY/838109_EM2AI%20Aus%20Licence_31032025_final.pdf
https://links.sgx.com/1.0.0/corporate-announcements/SOFC3623RTSUF3SY/838109_EM2AI%20Aus%20Licence_31032025_final.pdf
Q& M to acquire remaining 51% in associate EM2AI for $1.76 mil
Q& M Dental has entered into a share purchase agreement to acquire the remaining 51% of shares it does not already own in associate company EM2AI on March 31.
The proposed acquisition will be for a consideration of 1.606 million ordinary shares worth $1.76 million.
EM2AI has been a 49% owned associate company of Q& M Dental since March 5, 2024, when the company completed a partial loan conversion.
The 51% is currently owned by an investment holding company in which Q& M Dental&rsquo s executive director and group CEO Ng Chin Siau is a major shareholder of.
EM2AI was incorporated on Nov 12, 2018 and is engaged in developing AI for dental pathology detention, dental treatment planning through clinical dental support system and clinical management system through integrated dental management system.
According to the bourse filing, EM2AI has an issued and paid-up share capital of S$3.15 million comprising 3.15 million ordinary shares. EM2AI is a loss making entity which has incurred $1.39 million in losses since its incorporation. The net assets value of EM2AI is $1.76 million.
EM2AI most recently announced that it secured medical device licences in four Asean markets &mdash Thailand, Vietnam, Indonesia and the Philippines, and has entered an MOU with a dental solutions provider to use its dental artificial intelligence (AI) solutions across 1,000 dental clinics in the region.
Q& M Dental says that full control of EM2AI enables the group to maximise synergies, integrate operations and enhance efficiencies, as well as provide holistic and cost-effective support towards the group&rsquo s strategic direction and growth plans.
The full acquisition of EM2AI will allow it to accelerate its transition to a fully digital dental ecosystem and help standardise treatment protocols across its clinics, ensuring high-quality patient care.
The completion of the acquisition will be completed either the date falling two business days after the date on which the last of the conditions precedent has been fully or waived or such other date as the parties may agree in writing.
THE PROPOSED ACQUISITION OF 51% OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF EM2AI PTE. LTD. AS AN INTERESTED PERSON TRANSACTION
EM2AI IPT Acquisition_31032025_Final.ashx
EM2AI IPT Acquisition_31032025_Final.ashx
Q& M enters into settlement agreement with Acumen CEO
Q& M Dental Group, on March 22, announced that it entered into a settlement agreement with Dr Ong Siew Hwa, the CEO of Acumen Diagnostics. Acumen is a subsidiary of Mainboard-listed Q& M Dental Group and an associated company of Catalist-listed Aoxin Q& M Dental Group.
While the terms of the agreement remain confidential, the parties have &ldquo agreed to a full and final settlement of all disputes, with no admission as to liability by any party&rdquo , says Q& M in its March 22 statement.
The update comes after Q& M placed Dr Ong on a leave of absence in June 2024 after the latter acquired an indirect interest in the assets of a supplier of Acumen.
At the time, Dr Ong objected to being placed on a leave of absence by the Acumen board as she did not see any cause for investigation into her acquisition.
Ong has also voluntarily agreed to resign from her position as executive director of Aoxin with effect from March 22. As such, the company has withdrawn its requisition notice to convene an extraordinary general meeting of Aoxin.
EM2AI signs definitive agreement
On March 24, Q& M also announced that its 49%-owned associate, EM2AI, has signed a binding written agreement with a dental solutions provider.
The agreement, which was signed on March 21, comes after EM2AI signed a memorandum of understanding (MOU) with the same customer.
Under the MOU, EM2AI agreed to grant the provider a license to integrate its dental artificial intelligence (AI) solutions into the provider&rsquo s platform. At the same time, EM2AI will get to deploy its dental AI solutions across the provider&rsquo s network of dental clinics in Singapore, Malaysia, Thailand and Vietnam.
In company news, shares of Q & M Dental (SGX:QC7) were up nearly 2% after its subsidiary, EM2AI, entered into a binding written agreement with an unnamed provider of dental solutions to integrate its dental AI solutions into its platform.
Next week 30 cents plus for sure
Stubborn 30.
Let' s see how long the resistance.
Let' s see how long the resistance.
Company has enough cash on hand to buy beyond the stated 50m shares.
Have enough to buy 100m
Today start buy back?
Have enough to buy 100m
Today start buy back?
superstartup ( Date: 14-Mar-2025 13:05) Posted:
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Q& M Dental Group&rsquo s Net Profit after tax attributable to parent jumps 27% to S$14.6 million on S$180.7 million Revenue for FY2024
▪ Net Profit after tax for Core Dental Business increases 10% to $27.8 million.
▪ The Group intends to carry out share buyback of up to 50 million ordinary shares.
▪ Net Profit after tax for Core Dental Business increases 10% to $27.8 million.
▪ The Group intends to carry out share buyback of up to 50 million ordinary shares.
Observed some one keep buying this counter
Newbie85 ( Date: 13-Mar-2025 23:52) Posted:
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Looks like gotta visit the dentist soon.
07:17 PM EST, 03/05/2025 (MT Newswires) -- Q & M Dental Group's (Singapore) (SGX:QC7) wholly owned Q & M College of Dentistry has received EduTrust Provisional certification from SkillsFuture Singapore, allowing it to enroll international students, according to a Wednesday filing on the Singapore Exchange.
The college offers modular dental courses, a graduate diploma in clinical dentistry, and dental assisting programs.
The college offers modular dental courses, a graduate diploma in clinical dentistry, and dental assisting programs.
This one is another sg birdy stock.