JSP Pharmaceutical Manufacturing Thailand Public : Notification of the Resolutions of the Board of Director' s Meeting No. 4/2022, the Schedule of Meeting and the Agendas of the Extraordinary Meeting of Shareholder No. 1/2022 ("EGM")

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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED

No. JPCS-22/009

	28 June 2022
RE:	Notification of the Resolutions of the Board of Directors' Meeting No.4/2022, the Schedule of
	Meeting and the Agendas of the Extraordinary Meeting of Shareholders No.1/2022 ("EGM")
Attention:	President, The Stock Exchange of Thailand

JSP Pharmaceutical Manufacturing (Thailand) PCL. (the "Company") would like to inform the resolutions of the Board of Directors' Meeting No.4/2022, held on 28 June 2022, the significant resolutions of the Meeting are as follow:

1. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the change of objectives of utilisation of the proceeds received from the Initial Public Offering ("IPO") of the capital increase ordinary shares. The changes are as follows:

	Existing Objectives	New Objectives
		Approximate		Approximate
		period of		period of
Objectives of utilisation of the	Million	utilisation of	Million	utilisation of
proceeds	Baht	the proceeds	Baht	the proceeds
1. To be an investment in project of	20.00	Within the year	20.00	Within the year
new product development i.e. the		2021-2024		2021-2024
project of development and
processing of Woffia (Woffia
globosa) for commercial
manufacturing, and the project of
development and registration of
new product.
2. To be an investment in	200.00	Within the year	70.00	Within the year
development, and in making an		2021-2023		2021-2023
offer on advertising and public
relations of Company's brand to
the customers

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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
	Existing Objectives		New Objectives
		Approximate			Approximate
		period of			period of
Objectives of utilisation of the	Million	utilisation of		Million	utilisation of
proceeds	Baht	the proceeds		Baht	the proceeds
3. To be an investment in	298.00	Within the year		223.00	Within the year
improvement and expansion of		2021-2023			2021-2023
factory (both factory in Bangkok
and factory in Lamphun Province)
4. To repay the loans from financial	100.00	Within the year		100.00	Within the year
institutions		2021			2021
5. To be the working capital of	137.38	Within the year		112.38	Within the year
business operation and for taking		2021-2022			2021-2022
any other action for the best
benefit of the Company
6. To invest in business expansion	-	-		170.00	Within the year
					2022-2023
7. To invest in subsidiary company	-	-		60.00	Within the year
for operating business as					2022-2023
Innovation Center, and the small-
scale factory for manufacturing of
the Dietary Supplements and
Cosmetics
Total	755.38(1)			755.38

Remark: (1) the proceeds received after deducting by necessary expenses of the Initial Public Offering ("IPO")

2. Approved the establishment of a new subsidiary company according to the details as follow:

The date on which the Board of	28 June 2022
Directors passed its resolution
The expected date of the	Within August 2022
establishment of subsidiary
company
Company name	Caresutic Company Limited
Objectives	To generate revenue and profit apart from core business

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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
Nature of business operation	(1)	Innovation Center for research and development of the
		dietary supplements and cosmetics
	(2)	Small-scale factory for manufacturing of the dietary
		supplements and cosmetics
Registered capital, number of	Baht 5.00 million, divided to be 50,000 shares, with a par
shares and par value	value of Baht 100 per share
Shareholding proportion	The Company will hold 99.99% of ownership interest of its
	registered capital
Names of directors	(1)	Mrs. Jintana Santipisud
	(2)	Mr. Sitthichai Daengprasert
	(3)	Ms. Jirada Daengprasert
Source of fund for establishment	The Company's working capital
of subsidiary company

The aforementioned transaction does not meet the criteria that action must be taken in accordance with the regulations of the Notification of Capital Market Supervisory Board, No. Tor Chor 20/2551, and it does not the connected transaction. However, if, in the future, the subsidiary company increases its capital or invests more in its business and such source of fund derives from the proceeds received from the IPO, the Company must be approved by the Shareholders' Meeting with the votes not less than 3 of 4 of the votes of all shareholders who attend the Meeting and have the right to vote, without objection, from 10% of number of votes of the shareholders who attend the Meeting and have the right to vote. In this regard, the Board of Directors' Meeting No. 4/2022 dated 28 June 2022 had a resolution to fix the Extraordinary Shareholder Meeting No. 1/2022 on 16 August 2022 to consider and approve the change of objectives of utilisation of the proceeds received from IPO. In addition, the Company will comply with the Notification of Capital Market Supervisory Board, No. Tor Chor 20/2551, and the Notification of the Stock Exchange of Thailand Board of Governors, RE: Disclosure of Information and Practice of the Listed Companies regarding the Acquisition and Sale/Distribution of Assets B.E. 2547 (2004), including the amended Notifications, and the Notification of Capital Market Supervisory Board, No. Tor Jor. 21/2551, including the Notification of the Stock Exchange of Thailand Board of Governors, RE: Disclosure of Information and Practice of the Listed Companies regarding the Connected Transaction B.E.2546 (2003) including the amended Notifications.

3. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the issuing of Warrant No. 1 to purchase the Company's capital increase shares ("JP-W1") in the number not exceeding 227,500,000 shares to be allotted to the existing shareholders according to the

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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED

shareholding proportion, with free-of-charge, whose allotment proportion of 2 existing ordinary shares per 1 unit of JP-W1 Warrant (in the event that there are fractions based upon the calculation according to such warrant allotment proportion, such fractions must be rounded off) Term of the warrant is 2 years from the issuing date and the offering date of the warrant, and Exercise Ratio is 1 unit of Warrant per 1 ordinary share of the Company (unless there is the right adjustment according to the right adjustment conditions). The details of JP-W1 appeared in Enclosure 1.

In regard to the issuing of the aforementioned warrant, the Board of Directors and/or the President, and/or the persons who are assigned by the Board of Directors and/or the President shall have authority toa determine or amend the rules, conditions, terms of right and other details of issuing and allotting the Warrant of the Company's ordinary shares No. 1 (JP-W1), which including but not limited to, fixing of the date of issuing and allotting of the Warrant, imposing of the conditions and other details relating to the adjustment of Exercise Price and Exercise Ratio, negotiation, entering into agreement, and signing in various relevant documents and contracts, filing document, request for waiver and other evidences. And to have authority to take any necessary action or relating to the issuing and allotting of the Warrant of the Company's ordinary shares No. 1 (JP-W1), including registering the Warrant and ordinary shares arose from exercising the Warrant of the Company's ordinary shares No. 1 (JP-W1) to the Market of Alternative Investment (mai), including asking for permission from relevant agencies.

The Company will determine the list of the shareholders who are eligible to be allotted for JP-W1 (Record Date) on 19 August 2022. However, the aforementioned determining of rights entitlement is still uncertain, because there must have the approval of the Extraordinary Meeting of Shareholders No.1/2022 of the Company.

4. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the

Company's registered capital increase, in the amount not exceeding Baht 113,750,000 (from the existing registered capital i.e. in the amount of Baht 227,500,000, divided into 455,000,000 ordinary shares, with a par value of Baht 0.50 per share), to be registered capital in amount of Baht 341,250,000, divided into 682,500,000 ordinary shares, with a par value of Baht 0.50 per share. The number of the ordinary shares increase will not exceed than 227,500,000 shares, with a par value of Baht 0.50 per share, whose details relating to the Company's capital increase appears in the Capital Increase Report Form (F53-4) (Enclosure 2). Moreover, the Shareholder meeting will consider and approve the amendment of the Company's Memorandum of Association, Clause 4. to be in line with the Company's capital increase, as follows:

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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
"Clause 4." Registered capital	341,250,000	Baht	(Three hundred forty-one million two
			hundred and fifty thousand baht)
Divided into	682,500,000	Shares	(Six hundred eighty-two million five
			hundred thousand shares)
Par value of	0.50	Baht	(Fifty satang)
Divided into:
• Ordinary shares	682,500,000	Shares	(Six hundred eighty-two million five
			hundred thousand shares)
• Preference shares	-	Shares	(	-	)

In this connection, the persons assigned by the Board of Directors to register the amendment of the Company's Memorandum of Association, at the Department of Business Development, Ministry of Commerce, shall have authority to amend and add wordings to be in compliance with the order of the Registrar.

1. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the allotment of the newly-issued ordinary shares in number of not exceeding 227,500,000, with a par value of 0.50 Baht per share, for supporting exercise of rights according to the Warrant to purchase the Company's ordinary shares No. 1 (JP-W1), which were allotted to the existing shareholders according to the shareholding proportion, whose additional details appeared on in the Capital Increase Report Form (F53-4) (Enclosure 2).
2. Agreed to fix date of the Extraordinary Meeting of Shareholders No.1/2022. The Meeting will be conducted through the electronic channel (E-EGM) only on Tuesday 16 August 2022 at 13.30 The names list of shareholders who are entitled to attend this E-EGM will be specified on 14 July 2022 (Record Date). The agendas of the Extraordinary Meeting of Shareholders are as follows:

Agenda No. 1 To consider and approve the change of objectives of utilisation of the proceeds received from the Initial Public Offering ("IPO")

Agenda No. 2 To consider and approve issuing of the Warrant of the Company's ordinary shares No. 1 (JP-W1)

Agenda No. 3 To consider and approve the Company's registered capital increase, and the amendment of the Company's Memorandum of Association, Clause 4. to be in line with the Company's capital increase