Assetwise Public : Notification of the date of convertible debentures with warrants to purchase ordinary shares of Assetwise Public Company Limited No. 2 (ASW-W2) offering (revise)

ASW.CO 013/2565

	August 10, 2022
Subject	: Notification of the date of convertible debentures with warrants to purchase ordinary shares of
	Assetwise Public Company Limited No. 2 (ASW-W2) offering (revise)
To	: President of the Stock Exchange of Thailand

Assetwise Public Company Limited ("the Company") held the Board of Directors Meeting No.5/2022 on August 10, 2022, No. 9 Soi Ramintra 5, Intersection 23, Victory Monument Subdistrict, Bang Khen District, Bangkok 10220. The Notification of the resolutions of the Board of Directors' meeting which has important resolutions as follows:

1. Approved to set the date for the names of persons entitled to subscribe for convertible debentures with warrants to purchase ordinary shares of Assetwise Public Company Limited No. 2 (ASW-W2) (Record Date) on August 26, 2022 and the offering date of convertible debentures is scheduled for September 26 - October 3, 2022, totaling 6 business days.

The Convertible Debentures: Offering and allocating the whole number to the existing shareholders of the Company who have the right to be allocated in proportion to their shareholding, excluding shareholders whose holding of such share would subject the Company to any obligations under the law of other jurisdictions (Preferential Public Offering: PPO) e.g. the United States of America, People's Republic Of China, Japan and any other countries at the Company discretion. including important details appears in Attachment 1

The warrants to purchase ordinary shares of Assetwise Public Company Limited No. 2 (ASW-W2) :Offering and allocating to the existing shareholders who subscribe and receive the allocation of convertible debentures in proportion to the number of shares held by each shareholder without allocating to shareholders that would make the company have duties under foreign law (Preferential Public Offering: PPO) including important details appears in Attachment 2

Please be informed accordingly.

Yours sincerely,

- Kromchet Vipanpong -

( Mr. Kromchet Vipanpong )

Director and Chief Executive Officer

		Attachment 1
		Important Details of the Convertible Debentures
Topic		Details
Issuer of convertible		AssetWise Public Company Limited ("the Company" or "ASW")
debentures
Objective		To add funds for the current business such as Atmoz Oasis On Nut Project, Atmoz
		Flow Minburi Project and The Honor Yothin Pattana Project, and to use as working
		capital for the Company's business operations.
Plan to use the proceeds		To add funds to the existing projects of Company in the amount of not more than
from the offering of		320,000,000 baht with the following objectives:
convertible debentures		• Condo project Atmoz Oasis On Nut in the amount of not more than 50.00 million
		baht to be used for expenses for buildings and utilities in the project.
		• Condo project at Moz Flow Minburi in the amount of not more than 100.00 million
		baht to be used as expenses for buildings and utilities in the project.
		• Single house project The Honor Yothin Pattana in the amount of not more than
		150.00 million baht to be used for expenses for buildings and utilities in the project.
		• Working capital for the company's business operation of the company in the
		amount of not more than 20.00 million baht.
Type		Name-holders convertible debentures have the conversion rights into newly issued
		ordinary shares of the Company, not subordinated, without insurance, and have a
		representative of the bondholders and the issuer of convertible debentures has the
		right to redeem it before the maturity date.
Value of convertible		Not more than 320,000,000 Baht
debentures offered for
sale
Bond value		1,000 Baht per 1 unit of convertible debentures
Number of convertible		Not more than 320,000 units
debentures
Method of offering and		The Company will offer and allot the whole number to the existing shareholders of the
allocation		Company who have the right to be allocated in proportion to their shareholding,
		excluding shareholders whose holding of such share would subject the Company to
		any obligations under the law of other jurisdictions (Preferential Public Offering: PPO)
		e.g. the United States of America, People's Republic Of China, Japan and any other
		countries at the Company discretion. The existing shareholder can subscribe to the
		convertible bond at the allotted amount, lesser, more or waive the right not to subscribe
		to the convertible debentures at offer for sale this time. The Company will allocate the

Attachment 1

Topic		Details
		convertible debentures to the shareholders who subscribe at the allotted amount first.
		If there are convertible debentures left from the allotted amount, the Company will allot
		the remaining convertible debentures to the shareholders who subscribe and pay for
		the convertible debentures in excess of their rights (until there are no convertible
		debentures left to allot).
		In this regard, the Company will offer convertible debentures and reserved new shares
		within 6 months from the date that the shareholders' meeting has approved for issuing
		convertible debentures and shares supporting the exercise of convertible rights. The
		Company has the right to exercise its discretion not to offer for sale or not to allocate
		the above convertible debentures, any existing shareholders. If such an offer for sale
		or allocation of convertible debentures may result in (a) in violation of any laws or
		regulations of Thailand or abroad or the Articles of Association of the Company or ( b)
		it is the result that the Company has a duty to perform or have to do any In addition to
		which must be followed regulations related to the issuing and offering of securities
		under Thai law or ( c) it does not comply with the methods, criteria and conditions
		specified in the allocation of the Company. However, the Company has the right to
		exercise its judgment in offering and allocating such convertible debentures to certain
		existing shareholders outside Thailand on the basis of exemptions made under foreign
		law.
Proportion of allocated to		2,676 existing shares: 1 unit of convertible debentures (in the event that there is a
existing shareholders		fraction from the calculation, it will be eliminated in all cases).
		However, any person of the Company's shareholders holding less than 2,676 shares
		will not have the right to subscribe to the convertible debentures under their rights
		(but can subscribe for more than their rights).
Shares allocated to		40,000,000 shares (or 4.67% of the Company's paid-up capital at present, after the
support the conversion of		exercise of the convertible debentures under the assumption that the conversion rights
convertible debentures		exercised) or represents 3.13% of the number of shares sold as of the Board of
		Directors' Meeting No. 2/2022, held on February 23, 2022, amounting to 856,121,119
		shares. Including the number of shares reserved for the warrants to purchase the
		Company's ordinary shares No. 1 (ASW-W1) amounting to 285,373,707 shares, the
		number of shares reserved the convertible debentures amounting to 40,000,000
		shares and the number of shares reserved for the warrant No. 2 (ASW-W2) of
		96,000,000 shares issued and allocated in the 2022 Annual General Meeting of
		Shareholders

Attachment 1

Topic		Details
	In this regard, the number of shares reserved for convertible debentures and the
	number of shares reserved for the Company's issuance of new ordinary shares,
	convertible debentures or warrants in the future are not more than 50% of all the
	Company issued shares.
	*Method for calculating the proportion of ordinary shares reserved for the exercise of
	the Convertible Debentures:
		Number of ordinary shares reserved for exercise of warrants ASW-W1 +
		Number of shares reserved for convertible debentures issued to existing shareholders +
	=	Number of ordinary shares reserved for exercise of warrants ASW-W2 +
	Total number of outstanding shares of the Company +
	=	285,373,707 + 40,000,000 + 96,000,000
	856,121,119
	= 49.22%
Age of convertible	2 years from the date of issuance of convertible debentures
debentures
Interest rate	5.00% per year
Interest payment	4 times a year with interest payments made every 3 months of every year from the date
	of issue of the convertible debentures
Restrictions on the	-None-
transfer of convertible
debentures
Convertible price	The exercise price is 90 percent of the market price. The market price is calculated
	from the weighted average price of the Company's shares in the SET for the past 15
	consecutive business days prior to the first day of the period for notifying the intention
	to exercise the right to convert in each time. The weighted average price of is
	calculated from the volume weighted closing price on each consecutive trading day
	("Floating Conversion Price"), provided that the conversion price must not be less than
	8.00 baht per share ("Minimum Exercise Price"), the minimum conversion price is
	subject to change as a result of the conversion price adjustment in accordance with
	the conditions that will be further set forth in the terms of rights.
Convertible ratio	The conversion ratio is determined to be equal to 1 unit of convertible debentures per
	[par value of convertible debentures (Face Value) divided by convertible exercise
	price] common shares (if there is a fraction, discard in all cases)

		Attachment 1
Topic		Details
		In this regard, the Company will inform the conversion price and conversion ratio of
		the convertible debentures to the SET immediately on the first day of each exercise
		date.
Conversion date		Can be convertible for 1 year 6 months from the date of issue of the convertible
		debentures or the date of expiration of the convertible debentures.
Period for expressing the		Not less than 7 days prior to the date of first exercise of the right to convert and not
intention to exercise the		less than 15 days before the last exercise date or any other period that the
right to convert		convertible bond holder representative (According to the resolution of the convertible
		bond holders meeting) and the issuer of the convertible debentures will be agreed
		upon.
Exercise period and		Can be convertible for 1 year 6 months from the date of issue of the convertible
exercise schedule		debentures or the date of expiration of the convertible debentures.
Expiration date		2 years from the date of issuance of convertible debentures
Redemption at expiration		In the event that a convertible bondholder wants to exercise the conversion rights the
date for convertible		convertible debentures into the Company's newly issued ordinary shares. The holders
debentures		of convertible debentures have the right to exercise their conversion rights them into
		shares until the 15th business day before the maturity date ("Last Exercise Date")
		without the conversion. However, at the last exercise of the convertible debentures
		each convertible bond holder has two options, which are:
	a) Request for redemption in cash in full.Each bondholder will receive cash in the
		amount of 1 ,0 0 0 Baht per 1 unit of convertible debentures, which is equal to the
		value of the convertible bond with the final interest payment.
	b) Request for redemption by converting the convertible debentures.(The value of
		the convertible debentures equal to 1 ,0 0 0 Baht per unit) by redeeming the
		remaining convertible debentures in full amount to the Company's newly issued
		ordinary shares.
		The conversion price is 90% of the market price, where the market price is
		calculated from the weighted average price of the Company's shares. in the SET
		for the past 15 consecutive business days prior to the first day of the period for
		expressing the intention to exercise the right to convert each time The weighted
		average price of beans is calculated from the volume weighted closing price on
		each consecutive trading day. ("Floating Conversion Price"), provided that the
		conversion price must not be less than 8.00 baht per share ("Minimum Exercise
		Price"), provided that the minimum exercise price is subject to change. If there is