Asia Precision Public : Resolution of the Board of Directors' Meeting No. 5/2022 regarding the Acquisition of Assets

ASIA PRECISION PLC	บริษัท เอเซีย พรีซิชัน จํากัด (มหาชน)	Tel: [phone]
700/331 Moo 6 Tambol Donhualor,	700/331 หม่ทีู ตําบลดอนหัวฬ่ อ	Fax: [phone]
Amphur Muangchonburi, Chonburi	อําเภอเมืองชลบุรี ชลบุรี	www.apcs.co.th
20000 Thailand

AP015-2565

		June 19, 2022
Subject: Resolution of the Board of Directors' Meeting No. /	regarding the Acquisition of Assets.
To:	President
	The Stock Exchange of Thailand

Enclosure: Information Memorandum on the acquisition of assets of Asia Precision Public Company Limited

Asia Precision Public Company Limited (the "Company") would like to inform that the resolution of Board of

Directors' Meeting of the Company No. / held on June 17, 2022 which resolved to approve the acquisition of ordinary share of Super Green Mining Company Limited (SGM) (It has a registered capital of 136,000,000 Baht, paid-up capital of 64,000,000 Baht) amounted to 13,599,998 shares or 100% of the total shares of SGM from Super Energy Corporation Public Company Limited ("SUPER" or the "Seller") the total purchase value amounted to million Baht.

The Board of Directors has approved the authorization to the Executive Committee and/or Chief Executive Officer and/or Managing Director and/or persons assigned by Executive Committee or Chief Executive Officer and/or Managing Director of the Company has the authority to consider and approve the capital increase and has to take any action necessary and in connection with the capital increase to SGM until completion and is authorized to determine the amendment of various details and take any action necessary with the acquisition of shares in all respects, including but not limited to negotiating, agreeing and signing share purchase agreements; contract between shareholders and/or documents any other matters related to the share purchase transaction

After investing in SGM's ordinary shares, SGM will become a subsidiary of the Company. There will be a change of directors of SGM to represent from the Company.

The Buyer do not have any relationship and/or connection with the executives, directors, major shareholders. and the Company's controlling person and subsidiary Therefore, it is not considered a transaction with a person connected to the Company. According to the Notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 Re: Rules for Connected Transactions (including any amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and the Acts of Listed Companies on Connected Transactions B.E. 2546 (including any amendments thereto)

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ASIA PRECISION PLC	บริษัท เอเซีย พรีซิชัน จํากัด (มหาชน)	Tel: [phone]
700/331 Moo 6 Tambol Donhualor,	700/331 หม่ทีู ตําบลดอนหัวฬ่ อ	Fax: [phone]
Amphur Muangchonburi, Chonburi	อําเภอเมืองชลบุรี ชลบุรี	www.apcs.co.th
20000 Thailand

This transaction is considered an asset acquisition According to the Notification of the Capital Market Supervisory

Board No. Tor Chor. / Re: Criteria for Significant Transactions Qualified as Acquisition or Disposal of Assets (including any amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and the Acts of Listed Companies Concerning the Acquisition or Disposition of Assets BE (including any amendments) ("Notification on Acquisition or Disposal of Assets") by entering into such transaction. The

maximum value of the transaction is	. % based on total value of consideration basis. When combined with acquisition of
assets of the same class within the past	months before the Company's Board of Directors approved the transaction . %,
the total transaction size valued at .	% based on total value of consideration basis, which is higher than % and less

than %. This transaction is deemed as Class transaction according to the Acquisition or Disposition Notifications, which requires the Company to disclose information memorandum on the transaction to the Stock Exchange of Thailand (the "SET") and send the information memorandum to the shareholders of the Company within days from the date of such information disclosed to the SET.

However, the Board of Directors sees that the value of digital assets at present is highly volatile and decreasing in value. In addition, entering such transaction is an investment in a new business, which the Company will invite people with knowledge and abilities become an advisor to SGM to ensure that investments are made prudently. The movement of digital asset values is closely monitored and for the benefit of shareholders.

Therefore, in order to comply with the criteria of the announcement on the acquisition or disposal of assets, the Company would like to submit the information memorandum on the acquisition of assets of the Company, according to the enclosure.

Please be informed accordingly,

Yours Sincerely,

Asia Precision Public Company Limited

(Mr. Apichart Karoonkornsakul)

Chairman of the Executive Committee

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ASIA PRECISION PLC	บริษัท เอเซีย พรีซิชัน จํากัด (มหาชน)	Tel: [phone]
700/331 Moo 6 Tambol Donhualor,	700/331 หม่ทีู ตําบลดอนหัวฬ่ อ	Fax: [phone]
Amphur Muangchonburi, Chonburi	อําเภอเมืองชลบุรี ชลบุรี	www.apcs.co.th
20000 Thailand

Information Memorandum on the acquisition of assets

Asia Precision Public Company Limited

		1. Date of the Transaction
					On June ,	, which is the date when approval was obtained from the Board of Directors of Asia Precision
		Public Company Limited (the "Company") No. /
		2. Involved Parties and Relationship with the Company
					Buyer						Seller			Relationship with the Company
			Asia Precision Public Company Limited			Super Energy Corporation Public		The Buyer and the Seller do not have anyrelationship
			(the "Company")					Company Limited (SUPER)		which shall cause to be considered as connected
																persons pursuant to the Notification of the Capital
																Market Supervisory Board No. Tor Chor. 21/2551 Re:
																Rules on Connected Transactions 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 Connected
																Transactions B.E. 2546.
		3.	Transaction Characteristics
					The Company will acquire of ordinary shares of SGM from SUPER total transaction value amounted to 802 million
		Baht, will proceed as follows:
					1. Acquired	, ,	ordinary shares of SGM from SUPER, or equivalent to	% of the total shares, with a
					value of	million Baht, which the Company will pay on the completion of the transaction. This is expected to
					be complete within June	and after the investment in ordinary shares of SGM will result in SGM being a
					subsidiary of the Company. The structure of shareholder before and after the transaction is as follows:
					List of SGM's Shareholders			Type of Share				Before				After
									No. of shares			Portion			No. of shares			Portion
		1			Super Energy Corporation Public Company Limited		Common Share			13,599,998			100.00%			-			0.00%
		2			Mr. Jormsup Lochaya						Common Share			1			0.00%			-			0.00%
		3			Lochaya Law Office Company Limited			Common Share			1			0.00%			-			0.00%
		4			Asia Precision Public Company Limited			Common Share			-			0.00%			13,599,998			100.00%
		5			Advance Web Studio Company Limited			Common Share			-			0.00%			1			0.00%
		6			Mrs. Pimparuda Pitakteeratham			Common Share			-			0.00%			1			0.00%
							Total						13,600,000			100.00%			13,600,000			100.00%

ASIA PRECISION PLC	บริษัท เอเซีย พรีซิชัน จํากัด (มหาชน)	Tel: [phone]
700/331 Moo 6 Tambol Donhualor,	700/331 หม่ทีู ตําบลดอนหัวฬ่ อ	Fax: [phone]
Amphur Muangchonburi, Chonburi	อําเภอเมืองชลบุรี ชลบุรี	www.apcs.co.th
20000 Thailand

1. After proceeding under Claus 1, SGM will change its name from Super Green Mining Company Limited to Green Energy Mining Company Limited (GEM) and paid up for the remaining 72 million Baht and increase the registered capital by 664 million Baht, totaling 736 million Baht, which will gradually increase the capital according to the appropriate money utilization plan.
2. Authorize the Executive Committee and/or Chief Executive Officer and/or Managing Director and/or persons assigned by Executive Committee and/or Chief Executive Officer and/or Managing Director of the Company has the authority to consider and approve the capital increase and has to take any action necessary and in connection with the capital increase to SGM until completion and is authorized to determine the amendment of various details and take any action necessary with the acquisition of shares in all respects, including but not limited to negotiating, agreeing and signing share purchase agreements; contract between shareholders and/or documents any other matters related to the share purchase transaction.

4. Summary of key terms in the Share Purchase Agreement

The Company will sign the Share Purchase Agreement between the Company and the Seller with summary of key terms in the Share Purchase Agreement as follow:

Signing Date	June 30, 2022
Key Conditions Precedent	Buyer
	Must be approved by the Board of Directors and/or Shareholders (if any) of the Buyer as required
	by relevant laws including the rules and regulations of the Stock Exchange of Thailand as follow:
	- Signing this Agreement including included the transactions as stipulated in the Agreement
	- Purchase and transfer of traded shares from the Seller
	- Any other actions to perform the Buyer's obligations under this Agreement and to complete the
	purchase
	However, after the Buyer has been approved, the Buyer must submit the resolutions of the Board
	of Directors and/or Shareholders' meeting (if any) and/or the news that has been notified to the
	Stock Exchange of Thailand which has a resolution to approve to the Seller within 7 days from
	the date of the resolution of the board of directors and / or shareholders (if any) of the Buyer.
	Seller
	1. Must be approved by the Board of Directors and/or Shareholders (if any) of the Seller as
	required by relevant laws including the rules and regulations of the Stock Exchange of
	Thailand as follow:
	- Signing this Agreement including included the transactions as stipulated in the Agreement
	- Sale and transfer of traded shares to the Buyer
	- Any other actions to perform the Seller's obligations under this Agreement and to complete
	the purchase

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ASIA PRECISION PLC	บริษัท เอเซีย พรีซิชัน จํากัด (มหาชน)	Tel: [phone]
700/331 Moo 6 Tambol Donhualor,	700/331 หม่ทีู ตําบลดอนหัวฬ่ อ	Fax: [phone]
Amphur Muangchonburi, Chonburi	อําเภอเมืองชลบุรี ชลบุรี	www.apcs.co.th
20000 Thailand

	However, after the Seller has been approved, the Seller must submit the resolutions of the
	Board of Directors and/or Shareholders' meeting (if any) and/or the news that has been notified to the
	Stock Exchange of Thailand which has a resolution to approve to the Buyer within days from the
	date of the resolution of the board of directors and / or shareholders (if any) of the Seller.
	2. Ensure that important business contract documents are amended in accordance with the Buyer
	and the Seller guidelines and plans.
Payment Conditions	Full payment in the date of the transaction is completed.
Conditions before or while	1. The Seller requires SGM's directors to resign from all positions with effect before or while the
or after the purchase is	completion of the transaction.
completed.	2. If the Seller, including the Seller's subsidiary and SGM, are in debt to each other, the settlement must be
	completed within 30 days from the completion of the transaction. (with substance and form as mutually
	agreed between the Buyer and the Seller)

In this regard, after entering the transaction. There was change the structure of director as follow:

			Before		After
	Board of Directors		1. Mr. Jormsup Lochaya		1. Mrs. Pimparuda Pitakteeratham
			2. Mrs. Kulchalee Nuntasukkasem		2. Mr. Prasit Hanpiyavatanasakul
	Authorized Director		Mr. Jormsup Lochaya or Mrs. Kulchalee		Mrs. Pimparuda Pitakteeratham sign the name
			Nuntasukkasem, one of these directors sign the name

5. Transaction Size Calculation

The transaction size is calculated in accordance with 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 and Disposition of Assets of B.E. 2547 (collectively referred to as the "Acquisition or Disposition Notifications") referencing the Company's consolidated financial statement as of March 31, 2022 with the following calculation information:

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