Health Empire Public : Notification of the Resolutions of the BOD Meeting No. 5/2022 regarding the increasing of registered capital, the acquisition/disposition, the Capital increase for PP, General Mandate and schedule for the EGM of Shareholders No.1/2022 (Edit No. 1)

-Translation-

No. HEMP-026/2022

	June 6, 2022
Subject	Notification of the Resolutions of the Board of Directors' Meeting No. 5/2022 regarding the
	increasing of registered capital, the acquisition of the ordinary shares in Health Up Company
	Limited, the offering and allocation of the newly issued shares of the Company by the way of
	Private Placement and to reserve for the right adjustment for exercise the right under the Warrants
	to Purchase the Ordinary Shares of the Company Series 2 (HEMP-W2), the capital increase in the
	means of General Mandate, schedule for the Extraordinary General Meeting of Shareholders
	No.1/2022 and disposal of assets. (Amendment No.1)
To:	Director and Manager
	The Stock Exchange of Thailand
Enclosure	1. Information Memorandum of Health Empire Corporation Public Company Limited on an
	Acquisition of Assets regarding the Acquisition of Ordinary Shares in Health Up Company
	Limited

1. Information Memorandum on Offering and Allocation of Newly Issued Ordinary Shares of Health Empire Corporation Public Company Limited by way of Private Placement and to reserve for the right adjustment for exercise the right under the Warrants to Purchase the Ordinary Shares of the Company Series 2 (HEMP-W2)
2. Capital Increase Report Form (F 53-4)

Health Empire Corporation Public Company Limited (the "Company") hereby informs the resolutions of the Board of Directors Meeting No. 5/2022 held on June 3, 2022, at 9.00 am. through the electronic means (ZOOM Meeting) to the Stock Exchange of Thailand (the "SET") as follows:

1. It was resolved to approve the acquisition and acceptance of the ordinary shares in Health Up Company

Limited ("HUG") in the amount of 1,000,000 shares at the par value of THB 100 per shares representing

40 percent of total registered and paid-up shares in HUG from TF Wealth Company Limited (the "Seller of HUG Shares") (Fourson Group Enterprise Co., Ltd. holds shares in the Seller of HUG Shares in the

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เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามค าแหง ชั้นที่20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กร ุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20, OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

proportion of 99.997 percent of the total registered and paid-up capital of the Seller of HUG Shares provided that currently is on the process of incorporation registration with Department of Business Development Ministry of Commerce and expected to be complete within 6 June, 2022) at the total value of not exceeding THB 180,000,000 according to the method and procedure agreed by the parties, including the execution of the share purchase agreement, and other arrangements, contracts and documents relating to the acquisition and acceptance of shares in HUG (the "Share Purchase Transaction of HUG"). The Company will pay for the shares in HUG with the following details:

1. The Company will pay for the consideration in cash in the amount of THB 90,000,000.
2. The Company will pay for the consideration by issuance of newly issued ordinary shares of the Company by the way of a private placement offering as payment in kind instead of cash in the amount of not exceeding 11,250,000 shares at a par value of THB 1.00 per share, with the offering price of THB 8 per share, totalling THB 90,000,000 to the Seller of HUG Shares as payment in kind for the acquisition and acceptance of the ordinary shares in HUG from the Seller of HUG Shares, representing 3.07 % of all issued and paid-up shares of the Company (based on all issued and paid-up shares of the Company after the execution of share allocation in consideration of the Share Purchase Transaction of HUG)

The shares allocation transaction in consideration for the purchase of the ordinary shares in HUG to the Seller of HUG Shares which is not a connected person of the Company constitutes an offering of newly issued ordinary shares by way of private placement, whereby the Shareholders' Meeting of the Company shall pass a resolution to specifically determine the offering price at THB 8 per share, which is not lower than 90% of the market price of the Company's shares pursuant to the requirements of the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Specific Investors dated October 28, 2015 (as amended) (the "Notification No. TorJor. 72/2558"). In this regard, the "market price" refers to the weighted average price of the Company's shares listed on the SET for the past period of at least 7 consecutive business days, but not exceeding 15 consecutive business days prior to the date the Board of Directors passed its resolution to propose this matter to the Shareholders' Meeting of the Company to approve the capital increase and the allocation of new shares, whereby the weighted average price of the Company's shares calculated for the past 7 consecutive business days during the period from May 25, 2022 to June 2, 2022 is equal to THB 7.95 per share (Source: SETSMART from www.setsmart.com). The Company's newly issued ordinary shares shall be used as payment in kind for the acquisition and acceptance of HUG's shares from the Seller of HU

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51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20, OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

Shares (the "Transaction involving the Share Allocation in Consideration of an Acquisition of Shares in HUG").

The Share Purchase Transaction of HUG is regarded as an acquisition of assets pursuant to the Notification of the Capital Markets Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated August 31, 2008 (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B. E. 2547 (2004) dated October 29, 2004 (as amended) (the "Notifications on Acquisition and Disposition of Assets"). Upon calculation of the transaction size based on total value of consideration compared to net tangible assets value of the Company according to the reviewed quarterly financial statements of the Company ended March 31, 2022 the transaction value is equal to 12.68%. Upon combination of the Company's transactions involving the acquisition of assets over the past six months which is 11.01%, the highest value of the transaction is equal to 23.69% based on the total value of consideration criteria. The transaction is regarded as a type 2 (the transaction between the listed company and non-listed person which is equal to 15% or higher, but lower than 50%) pursuant to the Notifications on Acquisition or Disposition of Assets. Therefore, the Company is required to immediately report and disclose an information memorandum on such transaction by the Company to the SET, which must at least contain the information as required in List (1) attached to the Notifications on Acquisition or Disposal of Assets, and give notice to the shareholders within 21 days from the date of such disclosure to the SET, which must at least contain the information as required in Lists (2) 1, 2, 3, 5(3), 7 and 8 attached to the Notifications on Acquisition or Disposal Assets.

Please refer to the details of the Share Purchase Transaction of HUG in Information Memorandum of Health Empire Corporation Public Company Limited on an Acquisition of Assets regarding the Acquisition of Ordinary Shares in Health Up Company Limited (Enclosure 1) and Information Memorandum on Offering and Allocation of Newly Issued Ordinary Shares of Health Empire Corporation Public Company Limited by way of Private Placement and to reserve for the right adjustment for exercise the right under the Warrants to Purchase the Ordinary Shares of the Company Series 2 (HEMP-W2) (Enclosure 2).

However, the Share Purchase Transaction of HUG and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in HUG shall proceed only after the conditions precedent as specified in the Shares Purchase Agreement between the Company and the Seller of HUG Shares (the "Shares Purchase Agreement"), have been fulfilled or waived. The significant conditions precedent is summarized below.

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เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามค าแหง ชั้นที่20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กร ุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20, OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

1. The Board of Directors of the Company shall resolve to approve the execution of the Share Purchase Transaction of HUG;
2. The Board of Directors' meeting and the Shareholders' meeting of the Company the execution of the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in HUG including approval on various matters necessary for and/or in connection with such transactions;
3. as of the date of acquisition of HUG's ordinary shares, there shall be no event or action having occurred or caused to occur or reasonably believed to be likely to occur, which may give rise to any material and adverse impact on HUG or jeopardize the execution of the Share Purchase Transaction of HUG and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in HUG;
4. Securities and Exchange Commission (the "SEC Office") shall have approved the private placement of the newly issued ordinary shares to the Seller of HUG shares by way of private placement;
5. the Board of Directors' meeting and Shareholders' meeting of the Seller of HUG Shares shall resolve to approve the increase of HUG's registered capital in the amount of THB 240,000,000 consisting of 2,400,000 shares at the par value of THB 100 per shares. After the increase of HUG's registered capital, HUG has the registered capital of THB 250,000,000 divided into 2,500,000 shares at the par value of THB 100 per shares;
6. the Board of Directors' meeting and Shareholders' meeting of the Seller of HUG Shares shall resolve to approve the disposal of the ordinary shares in HUG to the Company including the execution of the share purchase agreement, and other arrangements, contracts and documents relating to the Share Purchase Transaction of HUG and the Transaction involving the Share Allocation in Consideration of an Acquisition of Shares in HUG and also any arrangement to complete the the Share Purchase Transaction of HUG and the Transaction involving the Share Allocation in Consideration of an Acquisition of Shares in HUG.

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เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามค าแหง ชั้นที่20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กร ุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20, OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

In this regard, the meeting of the Board of Directors has resolved to approve the authorization of the Board of Directors or the Executive Committee or Chief Executive Officer or the person authorized by the Board of Directors or the Executive Committee or Chief Executive Officer to make any arrangements in connection with or necessary for the execution of the Share Purchase Transaction of HUG and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in HUG including to negotiate, enter into, sign and amend the shares purchase agreement, and other arrangements, contracts and documents necessary and relating to the Share Purchase Transaction of HUG and to set out rules, conditions and other details necessary for and in connection with the Share Purchase Transaction of HUG as necessary and appropriate under the applicable laws.

2. It was resolved to propose that the Shareholders' meeting to consider and approve an increase of the Company's registered capital by THB 49,366,750 from the current registered capital of THB 533,549,250 to be THB 582,916,000 by issuing not exceeding 49,366,750 newly issued ordinary share at a par value of THB 1 per share to (1) offer by the way of private placement in the amount not exceeding 11,250,000 shares (2) reserve for the right adjustment for exercise the right under the Warrants to Purchase the Ordinary Shares of the Company Series 2 (HEMP-W2) in the amount not exceeding 2,546,800 shares and

1. offer by the means of General Mandate for offering by the way of the Private Placement in the amount not exceeding 35,569,950 shares and approve an amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital as follows:

"Clause 4.	Registered Capital	:	THB 582,916,000	(Five	Hundred	Eighty-Two
				Million	Nine Hundred Sixteen
				Thousand Baht)
	Divided into	:	582,916,000 shares	(Five	Hundred	Eighty-Two
				Million	Nine Hundred Sixteen
				Thousand shares)
	Par value per share	:	THB 1.00	(One Baht)
	Classified into	:
	Ordinary shares	:	582,916,000 shares	(Five	Hundred	Eighty-Two
				Million	Nine Hundred Sixteen
				Thousand shares)
	Preferred shares	:	-None-	-"

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เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามค าแหง ชั้นที่20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กร ุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20, OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240