Center Laboratories : Announcement on behalf of subsidiary, BioEngine Capital Inc, Merged with parent company.

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Provided by: Center Laboratories, Inc.
SEQ_NO	3	Date of announcement	2022/04/07	Time of announcement	18:03:25
Subject	Announcement on behalf of subsidiary, BioEngine Capital Inc, Merged with parent company.
Date of events	2022/04/07	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer):Merged with parent company 2.Date of occurrence of the event:2022/04/07 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): Center Laboratories, Inc. (thereafter referred to as CerterLab) (Surviving Company) Bioengine Capital Inc. (thereafter referred to as Bioengine) (Dissolved Company) 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):Center Laboratories, 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)The parent company, CenterLab, holds subsidiary company, Bioengine, 78% shares (2)The purpose of this merger is for long-term strategic development and adjustment of the shareholding structure, subsequently improving operating performance and expanding the business strength; moreover, to facilitate for a favorable result on shareholder's equity. 6.Purpose of the merger and acquisition :The merger is for long-term strategic development and adjustment of the shareholding structure, subsequently improving operating performance and expanding the business strength 7.Anticipated benefits of the merger and acquisition : Through this merger and consolidation integrate the Group's resources, improve operating performance, and expand the business strength, to generate and maximize interests for shareholders. 8.Effect of the merger and acquisition on net worth per share and earnings per share:After the consolidation and integration of the Group resources, it would benefit and elevate the competitiveness of the Group. From a long-term perspective, this also brings a positive impact on the book value per share and earnings per share of the parent company after the merger. 9.Share exchange ratio and calculation assumptions: 1.Conversion ratio: [1] common shares of Bioengine exchange for [0.1078] common shares of CerterLab. 2.Calculation basis: Refer to the audited financial report certified by an accountant on December 31, 2021; concurrently, consider various factors such as the business operations, net book value, and unaudited financial statements of both parties as of March 31, 2022; furthermore, reference the "Letter of Reasonableness of Consolidated Share Exchange Ratio" issued by an independent expert Lin Chang Yu CPA, the agreement was determined. 10.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction:No 11.Name of accounting, law or securities firm:Trust and Assist CPAs 12.Name of CPA or lawyer:LIN CHANG YU 13.Number of CPA or lawyer license:Financial-Supervisory-Commission-4562 14.Estimated date of completion:The base date for merger (dissolution) is tentatively set as June 30, 2022. 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: All the assets and liabilities on account of the Dissolved Company and all rights and obligations that are still valid as of the merger base date, in accordance with the laws, shall be assumed, from the base date, by the Surviving company. 16.Basic information of companies participating in the merger: (1)Name of the company: Center Laboratories, Inc. Paid-in capital amount: NTD$5,050,487,470 Legal representative: Lin, Jung-Chin Main business: drugs manufacturing and sales (2)Name of the company: Bioengine Capital Inc. Paid-in capital amount: NTD$5,882,400,000 Legal representative: Lin, Jung-Chin Main business: investment 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):NA 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:NA 23.Transactions with the counterparty for the past one year and the next year:NA 24.Source of funds:NA 25.Any other matters that need to be specified:None