Disposal of asset of Advanced Connection Corporation Public Company Limited related to the sale of

ordinary shares of Saraburi Solar Co. Ltd Additional

In the meeting no 9 /2022 held on 2 8 June 2022, The Board of Directors of Advanced Connection Corporation Public Company Limited considered and approved the sale of ordinary shares of Saraburi Solar Co. Ltd ("SSL") to non-connected people and to sign the share purchase agreement and/or related documents to sell 2,760,000 shares of SSL, representing 100.00 percent of SSL's paid-up capital to MP Energy Co. Ltd, which is not a connected person of the company, at a price per share of 98.60 baht with a total amount of 272,136,000 baht.

Entering into the above transaction does not constitute as a connected transaction under the notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 RE: Rules on connected transaction and the Notification of the Board of Governors of the Stock Exchange of Thailand and the Notification of the Board of Governors of the Stock Exchange of Thailand RE: Disclosure of information and Other Acts of listed companies concerning connected transaction B.E. 2546 (2003) (as amended) ("the Connected Transactions Notification but constitutes a disposition of assets pursuant to the notification of the capital market supervisory board No. Tor Chor. 20/2551 RE: Rules on entering into material transactions deemed as acquisition or disposal of assets and the notification of the board of Governors of the Stock Exchange of Thailand RE: Disclosure of information and other Acts of listed companies concerning the acquisition or disposition of assets B.E. 2547 (2004) (as amended) (collectively referred to as the "Acquisition and Disposition of Assets Notification"). The transaction size of such transaction calculated under the net profits, which gives the highest transaction value is equivalent to 35.61 percent, and when inclusive of the 6-month period, the highest criterion is the net operating profits. The transaction size is equal to 35.61 percent. Therefore, the transaction is deemed a class 2 transaction according to the acquisition or disposition of Assets Notification which is a transaction with the size of more than 15 percent but less than 50 percent.

Therefore, the Company would like to disclose the information on the disposal of assets relating to the sale of ordinary shares of SSL, details are as follows:

1. Date / Month / Year of the Transaction

The Board of Directors' meeting no 9/2022 on 28 June 2022 approved the transaction, the Company to sign the share purchase agreement to sell SSL's ordinary shares to MP Energy Co. Ltd on 2 9 June 2022 and is expected to come to an agreement within June 2022. After the counterparty has completed the duties in stipulating in the said share purchase agreement. This includes the fulfillment of all the conditions precedent specified under the share purchase agreement in relation to the transaction or considered a success or received a waiver from the relevant parties.

1

2.

Related parties

Seller

: Advanced Connection Corporation Public Company Limited

Buyer

:

MP Energy Co. Ltd

Relationship with the

:

Not considered a connected person

company

  1. Buyer's General Information

Company Registration Date

:

24 October 2006

Business Type

:

Activities of a holding company that does not invest in financial

businesses

Office Location

:

2 Ploenchit Center Building, Sukhumvit Road, Khlong Toei

Subdistrict, Khlong Toei District, Bangkok 10110

Registered and paid capital

:

1,570,000,000 baht

Number of registered and paid-

:

15,700,000 shares

up shares

Par Value

:

100 Baht per share

  1. Buyer's financial information
    Statement of financial position as of 31 December 2019 - 2021

31 December

Balance Sheet

2019

2020

2021

Million baht

Percent

Million baht

Percent

Million baht

Percent

Asset

Cash and deposits at financial

institutions

0.05

0.00%

0.00

0.00%

0.00

0.00%

Accounts receivable

48.19

0.35%

44.54

0.32%

81.17

0.62%

Accounts receivable and notes

receivable - net

48.19

0.35%

44.54

0.32%

81.17

0.62%

Total short-term loans

3,694.16

27.12%

4,383.90

31.92%

2,049.06

15.63%

Other current asset

0.27

0.00%

0.20

0.00%

0.24

0.00%

Total current asset

3,742.67

27.48%

4,428.63

32.24%

2,130.47

16.25%

Total loans and long-term investments

9,778.52

71.80%

9,195.04

66.94%

10,617.49

80.97%

Other non-current asset

98.53

0.72%

112.47

0.82%

365.34

2.79%

Total non-current asset

9,877.05

72.52%

9,307.50

67.76%

10,982.83

83.75%

Total asset

13,619.72

100.00%

13,736.14

100.00%

13,113.30

100.00%

2

31 December

Balance Sheet

2019

2020

2021

Million baht

Percent

Million baht

Percent

Million baht

Percent

Liability and shareholder's equity

Liability

Bank overdrafts and short-term loans

from financial institutions

0.00

0.00%

0.00

0.00%

0.00

0.00%

Accounts payable

21.91

0.16%

34.97

0.25%

14.86

0.11%

Total accounts payable and notes

payable

21.91

0.16%

34.97

0.25%

14.86

0.11%

Total short-term loans

2,470.97

18.14%

2,470.33

17.98%

1,296.71

9.89%

Accrued expenses

0.00

0.00%

0.00

0.00%

0.00

0.00%

Other current liabilities

1,048.89

7.70%

1,161.92

8.46%

594.67

4.53%

Total current liabilities

3,541.77

26.00%

3,667.23

26.70%

1,906.24

14.54%

Long-term loans

3,604.00

26.46%

2,460.00

17.91%

3,106.00

23.69%

Total non-current liabilities

3,604.00

26.46%

2,460.00

17.91%

3,106.00

23.69%

Total liabilities

7,145.77

52.47%

6,127.23

44.61%

5,012.24

38.22%

Shareholder's equity

Registered capital

1,570.00

11.53%

1,570.00

11.43%

1,570.00

11.97%

Issued and paid-up capital - ordinary

shares

1,471.71

10.81%

1,471.71

10.71%

1,471.71

11.22%

Retain earnings

5,002.24

36.73%

6,137.20

44.68%

6,629.35

50.55%

Total shareholders' equity

6,473.95

47.53%

7,608.91

55.39%

8,101.06

61.78%

Total liabilities and shareholders'

equity

13,619.72

100.00%

13,736.14

100.00%

13,113.30

100.00%

  • Income Statement as of 31 December 2019 - 2021

Income Statement

2019

2020

2021

Million baht

percent

Million baht

percent

Million baht

percent

Revenue from sales and services

2,478.56

99.01%

1,924.16

99.52%

1,990.12

94.46%

Other revenue

24.68

0.99%

9.37

0.48%

116.76

5.54%

Total revenue

2,503.23

100.00%

1,933.53

100.00%

2,106.88

100.00%

Gross profit

2,479.56

99.05%

1,924.16

99.52%

1,990.12

94.46%

Total operating expense

63.77

2.55%

29.68

1.54%

55.64

2.64%

3

Income Statement

2019

2020

2021

Million baht

percent

Million baht

percent

Million baht

percent

Profit (loss) from operations

2,414.78

96.47%

1,894.47

97.98%

1,934.48

91.82%

Other Expense

0.00

0.00%

0.00

0.00%

0.00

0.00%

EBIT

2,439.46

97.45%

1,903.85

98.46%

2,051.24

97.36%

Interest Expense

185.28

7.40%

148.34

7.67%

116.12

5.51%

Tax

2.05

0.08%

2.43

0.13%

15.41

0.73%

Net profit

2,252.12

89.97%

1,753.08

90.67%

1,919.71

91.12%

  1. Buyer's financial information
    List of Board of Directors as of 24 March 2022

Name

Position

1.

Mr. Chanin Vongkusolkit

Director

2.

Mr. Jirasak Vongkusolkit

Director

3.

Mr. Krisda Monthienvichienchai

Director

4.

Miss Suphawee Vongkusolkit

Director

5.

Mr. Buntoeng Vongkusolkit

Director

6.

Mrs. Anchalee Suwatthanaphim

Director

7.

Mr. Kritdi Vongkusolkit

Director

Authorized directors: Mr. Chanin Vongkusolkit, Mr. Buntoeng Vongkusolkit, Miss Suphawee Vongkusolkit, or

Mrs. Anchalee Suwatthanaphim two of four directors have jointly signed and affixed the Company's seal.

  1. Buyer's Shareholders
    Information on the list of shareholders of the purchaser as of 24 March 2022

Name

Number of Shares

Percentage of total

shares

1.

MITR PHOL SUGAR CO. LTD

15,699,994

99.999962%

2.

Mr. Soonthorn Vongkusolkit

1

0.000006%

3.

Mr. Isara Vongkusolkit

1

0.000006%

4.

Mr. Vitoon Vongkusolkit

1

0.000006%

5.

Mr. Chanin Vongkusolkit

1

0.000006%

6.

Mr. Jirasak Vongkusolkit

1

0.000006%

7.

Mr. Krisda Monthienvichienchai

1

0.000006%

Total no. of shares

15,700,000

100.000000%

4

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Advanced Connection Corporation pcl published this content on 29 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 07:06:02 UTC.