6431 Kouritsu-KY: Subsidiary Acquires 100% Equity of Jade Beauty Pharmaceutical

Disclosure Date: 1150623 Statement Date: 1150622 Statement Time: 190503 Company Code: 6431 Company Name: Kouritsu-KY Subject: Announcement on behalf of subsidiary Chien Yao Medical Management Consulting Co., Ltd. regarding the acquisition of 100% equity in Jade Beauty Pharmaceutical Co., Ltd. Compliance Clause: Clause 11 Factual Date: 1150622 Details: 1. Type of M&A (e.g., merger, spin-off, acquisition, or share transfer): Acquisition

2. Factual Date: 115/6/22

3. Name of Company Participating in M&A (e.g., the other party in a merger, the newly established company in a spin-off, or the target company in an acquisition or share transfer): Chien Yao Medical Management Consulting Co., Ltd.

4. Counterparty in Transaction (e.g., the other party in a merger, the company receiving the spin-off, or the counterparty in an acquisition or share transfer): Jade Beauty Pharmaceutical Co., Ltd.

5. Is the transaction counterparty a related party? No

6. Relationship between the transaction counterparty and the company (e.g., an investee in which the company holds XX% equity), and explanation for selecting a related enterprise or related party as the acquisition or share transfer target, including reasons and whether it affects shareholders' rights: Not applicable

7. Purpose and terms of the M&A, including reasons, consideration terms, and payment timing (Note 7): 1. Expand domestic pharmacy marketing channels 2. Transaction amount: NT$25,000 thousand

8. Expected benefits after M&A: 1. Expand pharmacy sales channels 2. Strengthen integrated regional healthcare service capabilities

9. Impact of M&A on net asset value per share and earnings per share: If the acquisition is completed, it will have a positive impact on the company's net asset value per share and earnings per share

10. Type of consideration and source of funds for the M&A: Internal funds

11. Share exchange ratio and its calculation basis: Not applicable

12. Opinion from accountant, lawyer, or securities underwriter on unreasonableness of this transaction: Not applicable

13. Name of accounting firm, law firm, or securities underwriting company: Not applicable

14. Name of accountant or lawyer: Not applicable

15. License number of accountant or lawyer: Not applicable

16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio in this M&A, or cash or other assets distributed to shareholders (i) including the method, principle, or calculation used to determine the public acquisition price and comparison with internationally accepted methods such as market approach, cost approach, and discounted cash flow; (ii) comparison of financial status, profitability, and P/E ratio between the acquired company and listed peers; (iii) if the acquisition price refers to a valuation report, explanation of the report's content and conclusion; (iv) if the acquirer's financing repayment plan uses the assets or shares of the acquired or surviving company as collateral, explanation of the impact assessment on the financial and operational soundness of the acquired or surviving company (Note 7): Not applicable

17. Scheduled completion timeline (Note 7): A formal contract was signed on June 22, 115.

18. Matters related to existing or newly established companies assuming rights and obligations of the dissolved (or split) company (Note 2): Not applicable

19. Basic information of companies participating in the merger (Note 3): Not applicable

20. Matters related to spin-off (including valuation of business and assets to be transferred to existing or newly established companies; total number, type, and quantity of shares obtained by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company reduces capital) (Note: Not applicable if not a spin-off announcement): Not applicable

21. Conditions and restrictions on future transfer of acquired shares: Not applicable

22. Post-M&A plans (including: i. intention and plan to continue business operations; ii. whether dissolution, delisting, major organizational, capital, business plan, financial and production changes, arrangements or utilization of key personnel and assets, or any other material matters affecting shareholders' rights will occur): The existing team of Jade Beauty Pharmaceutical Co., Ltd. will be retained after the acquisition, and both parties' marketing and distribution channels will be integrated to enhance resource utilization efficiency, accelerating expansion in medical marketing channels.

23. Other important agreed matters: None

24. Other significant matters related to the M&A: The existing team of Jade Beauty Pharmaceutical Co., Ltd. will be retained after the acquisition, and both parties' marketing and distribution channels will be integrated to enhance resource utilization efficiency, accelerating expansion in medical marketing channels.

25. Did any directors object to this transaction? No

26. Information on directors with conflicts of interest in the M&A transaction (name of individual director or legal person director and its representative, significant content of interest held by the individual or legal person they represent, including but not limited to actual or expected investment methods in other participating M&A companies, shareholding ratio, transaction price, participation in M&A company operations, and other investment conditions), reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the M&A resolution (Note 7): Not applicable

27. Does this involve a change in business model? No

28. Explanation of business model change (Note 4): No

29. Transaction history with the counterparty in the past year and expected in the next year (Note 5): None

30. Source of funds (Note 5): Internal funds

31. Other explanatory matters (Note 6): The subsidiary Chien Yao Medical Management Consulting Co., Ltd. acquired 100% equity of Jade Beauty Pharmaceutical Co., Ltd. for NT$25,000 thousand in cash, and a formal contract was signed on June 22, 115.