Announcement of Merry Corporation's Board Resolution for the Short-Form Merger between Merry Corporation and Biotest Medical Corporation

 Announcement of Merry Corporation's Board
Resolution for the Short-Form Merger between Merry
Corporation and Biotest Medical Corporation

1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Short-form merger.
2.Date of occurrence of the event:2021/10/28
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):
Surviving company: Merry Electronics Co., Ltd.
Dissolved company: Biotest Medical Corporation.
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):Biotest Medical Corporation (the dissolved company).
5.Whether the counterparty of the current transaction is a related party:Yes.
6.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:
Merry Electronics Co., Ltd. has shareholding of 100% over Biotest Medical
Corporation.
To reduce the cost of business operation and enhance the business
performance and competitiveness, Merry Corporation will engage in the
short-form merger with Biotest Medical Corporation according to article 19,
Business Mergers And Acquisitions Act.
7.Purpose of the merger and acquisition:In alignment with Merry
Corporation's financial planning and corporate resource reallocation.
8.Anticipated benefits of the merger and acquisition:The reduction of the
cost of business operation and enhancement of the business performance.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:In alignment with Merry Group's policy for business operation and
to reduce the cost of management, Merry Corporation will engage in the
short-form merger with Biotest Medical Corporation according to article 19,
Business Mergers And Acquisitions Act, with no influence on shareholders'
equity. Such transaction has no effect on net worth per share and earnings
per share.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:N/A.
11.Types of consideration for mergers and acquisitions
and sources of funds:N/A.
12.Share exchange ratio and calculation assumptions:N/A.
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:N/A.
14.Name of accounting, law or securities firm:N/A.
15.Name of CPA or lawyer:N/A.
16.Practice certificate number of the CPA:N/A.
17.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders  in this merger and acquisition:N/A.
18.Estimated date of completion:The record date of merger is dated on
2021/10/29.
19.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:Merry Electronics Co., Ltd. generally assumes all assets and
liabilities per book record of Biotest Medical Corporation, and assumes all
rights and obligations effective as of the record date of the merger of
Biotest Medical Corporation, starting from the record date of the merger.
20.Basic information of companies participating in the merger:
(1)Surviving company: Merry Electronics Co., Ltd., engaging in
manufacturing of electric appliance and audiovisual electric products,
telecommunication equipment and apparatus electronic parts and components,
computers and computing peripheral equipment, restrained telecom radio
frequency equipment and medical appliances, and whole-sale of medical
appliances.
(2)Dissolved company: Biotest Medical Corporation, engaging in
manufacturing of medical appliances.
21.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 number 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):N/A.
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:N/A.
23.The plan after the merger and acquisition is completed:N/A.
24.Other important terms and conditions:None.
25.Other major matters related to the mergers and acquisitions:N/A.
26.Any objections from directors to the transaction:No.
27.Information on interested directors involved in the mergers
and acquisitions:N/A.
28.Whether the transaction involved in change of business model:No.
29.Details on change of business model:N/A.
30.Details on transactions with the counterparty for the past year
and the expected coming year:N/A.
31.Source of funds:N/A.
32.Any other matters that need to be specified:None.