NOTE 12 - Short-term Loans

In June 2021, the Company entered into a loan agreement in the amount of $1,433,177 (NT $40,000,000) with a non-related party. This loan bears no interest. This loan is collateralized with 3,000,000 shares of Ejectt stocks that the Company currently owns. As of September 30, 2022, the outstanding loan balance was $943,990 (NTD 30,000,000). As of December 20, 2022, the two parties are negotiating the amendment agreement to extend the loan repayment date.

On June 28, 2022, the Company entered into a subscription agreement with an investor who agreed to purchase 516,666 shares of the Company’s common stock for 6.00 Euros per share for an aggregate purchase price of 3,100,000 Euros (the “Purchase Price”). On June 29, 2022, the Company received the first installment of the Purchase Price of $3,175,200, equivalent to 3,000,000 Euros, from this investor. Despite the fact that the Company has received the investor’s funds, the subscription agreement, as amended on July 29, 2022, is subject to a cooling off period pursuant to which it may be terminated prior to December 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, the Company will be required to return the Purchase Price funds to the investor, without interest. Additionally, if the final installment on the Euro 3,100,000 subscription amount is not received by the Company by December 31, 2022, as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and the Company will be required to return all Purchase Price funds received to the investor. Because of the wording of the subscription agreement, the Company cannot be assured at this time that the Company will not be required to return the Purchase Price funds to the investor and, thus, the Company is currently classifying this subscription as a short-term loan until the earlier of the subscription agreement being terminated and the payment to the Company of the balance due under the subscription.

On July 29,2022, MEPA Lab. entered into an additional subscription agreement with the investor who agreed to purchase 4,400,000 shares of MEPA Lab’s common stock for an aggregate purchase price of $4,400,000. To date, the investor has paid the Company $4,324,000 against the purchase price. Despite the fact that the Company have received a substantial portion of the subscribed for investment, the subscription agreement is subject to a cooling off period pursuant to which it may be terminated prior to December 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, the Company will be required to return the funds paid by the investor against the subscription amount to the investor, without interest. Additionally, if the final installment on the subscription amount is not received by the Company by December 31, 2022, as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and the Company will be required to return all funds received to the investor. Because of the wording of the subscription agreement, the Company cannot assure you at this time that the Company will not be required to return the invested funds to the investor.

On September 15, 2022, the Company entered into an additional subscription agreement with the investor referenced who agreed to purchase 966,669 shares of the Company’s common stock for 6.00 Euros per share for an aggregate purchase price of 5,800,000 Euros ($5,810,458 at the agreed upon exchange rate of EUR/USD 0.9982). To date, this investor has paid the Company $5,674,000 against the purchase price. Despite the fact that the Company have received a substantial portion of the subscribed for investment, the subscription agreement is subject to a cooling off period pursuant to which it may be terminated prior to December 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, the Company will be required to return the funds paid by the investor against the subscription amount to the investor, without interest. Additionally, if the final installment on the subscription amount is not received by the Company by December 31, 2022, as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and the Company will be required to return all funds received to the investor. Because of the wording of the subscription agreement, the Company cannot assure you at this time that the Company will not be required to return the invested funds to the investor.

The Company have not issued any shares to the investor for either of these two subscriptions and the Company are temporarily accounting for these investment as short-term loans to us.