issued and paid-up shares (“Entire Business Transfer Transaction”) By comparing a fair value of SUTGH and the Company, by the TMB Bank (Public) Company Limited, the Company’s financial advisor, the
holding 10.22% in the Company’s voting shares, and the transaction size based on the total value of consideration is equivalent to 2.94% whereas the connected transaction size is, however, 4.07%, which is
”), a major shareholder of the Company holding 94.97% of the Company’s total issued shares. Therefore, this transaction is considered a connected transaction pursuant to the Notification of the Capital
”), a major shareholder of the Company holding 94.97% of the Company’s total issued shares. Therefore, this transaction is considered a connected transaction pursuant to the Notification of the Capital
“Transaction”). The details of the Transaction are as follows; 1. Acquisition of NEXT Ordinary Shares from the Seller The Company shall acquire 4,750,000 shares at par value of 10 Baht per share, equivalent to
investing in N.E.X.T Company Limited (“NEXT”) by acquiring all shares of NEXT’s existing shareholders (the “Seller”) and by the subscription of NEXT’s newly issued shares (collectively, the “Transaction
to the waiver requester including the waiver granted to requester from mandatory tender offer obligation arising from the receipt of shares following such approved transaction with a vote of no less
to the waiver requester including the waiver granted to requester from mandatory tender offer obligation arising from the receipt of shares following such approved transaction with a vote of no less
to the waiver requester including the waiver granted to requester from mandatory tender offer obligation arising from the receipt of shares following such approved transaction with a vote of no less
to the waiver requester including the waiver granted to requester from mandatory tender offer obligation arising from the receipt of shares following such approved transaction with a vote of no less