Bora Pharmaceuticals : The Company's Board of Director's resolution on the spin off

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Provided by: Bora Pharmaceuticals Co., LTD.
SEQ_NO	7	Date of announcement	2022/04/11	Time of announcement	23:41:45
Subject	The Company's Board of Director's resolution on the spin off
Date of events	2022/04/11	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer):Spin-off 2.Date of occurrence of the event:2022/04/11 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Split company:Bora Pharmaceuticals Co., Ltd 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): Company to acquire the asset:Bora Health Inc. 5.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: (1)Bora Health Inc. is the 100% owned subsidiary of Bora Pharmaceuticals Co., Ltd. (2)This spin off is for organizational restructuring, and has not effect on the shareholder's equity. 6.Purpose of the merger and acquisition :To integrate and specialize the Company's CDMO and dealer business, and to increase the operating efficiency and future growth momentum. 7.Anticipated benefits of the merger and acquisition : Bora Health Inc. will focus on dealer business. Through professional specialization, the Group will increase its competitiveness, operating efficiency, and futher increase the shareholder value. 8.Effect of the merger and acquisition on net worth per share and earnings per share: Bora Health Inc. is the 100% owned subsidiary of Bora Pharmaceuticals Co., Ltd. Hence, there is no effect on the Company's net worth per share and earnings per share. 9.Share exchange ratio and calculation assumptions: The operating value of the Company's western medicine department is estimated to be NTD 59,614 thousand. The Company will exchange one share of NTD 20 dollar to to Bora Health Inc.'s one common share, total exchanged shares are 2,980,000 shares. For fractional share, Bora Health Inc. will settle in cash. 10.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction:Yes 11.Name of accounting, law or securities firm:Fu An Accounting Firm 12.Name of CPA or lawyer:WU,SIAO-YUN 13.Number of CPA or lawyer license:5303 14.Estimated date of completion:2022/05/31 15.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: From the split base date, all Company's assets, liabilities and all rights and obligations that are valid as of the split base date will transfer to Bora Health Inc. 16.Basic information of companies participating in the merger: Not applicable 17.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total no.of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company) (note: not applicable for announcements unrelated to spin-offs): Estimated value of the business: NTD 59,614 thousand Estimated value of the asset: NTD 59,614 thousand Total no. of share to be acquired by the spun-off company 2,980,000 shares 18.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition :None 19.Other important terms and conditions:None 20.Any objections from directors to the transaction:No 21.Is it related to new business model?:No 22.Explanation of new business model:Not applicable 23.Transactions with the counterparty for the past one year and the next year:No 24.Source of funds:Not applicable 25.Any other matters that need to be specified:No