Berli Jucker : Disposition of shares in Subsidiary to Connected Person

CGD 007/2021

11 May 2021

Subject: Disposition of shares in Subsidiary to Connected Person.

To: President

The Stock Exchange of Thailand

The Board of Directors' Meeting of Berli Jucker Public Company Limited ("the Company")

No. 3/2021, held on 11 May 2021 passed the resolution to approve the disposition of ordinary shares in Thai Diary Healthcare Company Limited ("TDH"), a subsidiary of which

its shares are 100% owned by the Company, to TCC Land Company Limited ("TCCL"). This

transaction is considered as a connected transaction according to the Notification of the Capital Market Supervisory Commission No. Tor Chor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand ("SET") Re: Disclosure of Information of Listed Company Concerning the Connected Transactions B.E. 2546 (2003), and is the acquisition and disposition of assets transaction according to the Notification of the Capital Market Supervisory Commission No. Tor Chor 20/2551 Re: the Acquisition and Disposition of Assets and the Notification of the Stock Exchange of Thailand (SET) Re: Disclosure of Information concerning the Acquisition and Disposition of Assets of Listed Companies B.E. 2547 (2004), details as follows:

1. Date of Transaction Within 31 May 2021
2. Connected Parties

Seller:	Thai Diary Healthcare Company Limited ("TDH")
Buyer:	TCC Land Company Limited ("TCCL")

3. Relationship between Parties

TDH: a subsidiary of which its shares are 100% owned by the Company

TCCL:	TCCL has the same major shareholder and controlling person as the
	Company.

4. Description of the Transaction Nature of the asset

The Company will propose to sell to TDH 11,852,000 shares of TCCL or equivalent to 100% of TDH's total and paid up issued shares at the total purchasing price of Baht

75,023,160. The shareholding structure before and after this transaction are as follows:

Berli Jucker Public Company Limited	บริษัท เบอร์ลี่ ยุคเกอร์ จ ำกัด (มหำชน)
Berli Jucker House, 99 Soi Rubia	อำคำร เบอร์ลี่ ยุคเกอร์ 99 ซอยรูเบีย
Sukhumvit 42 Road, Phrakanong, Klongtoey	ถนนสุขุมวิท 42 แขวงพระโขนง เขตคลองเตย
Bangkok 10110, Thailand	กรุงเทพฯ 10110
Registration No. 0107536000226	ทะเบียนเลขที่0107536000226
Tel: [phone]-4520	โทรศัพท์ (66-2)367-11110-2381-4520
Fax: [phone]-4545	โทรสำร (66-2)367-10000-2381-4545

			Before the Transaction	After the Transaction
	Name of Shareholders
	Number of	% Holding	Number of		% Holding
				shares		shares
	Thai Diary Healthcare		11,852,000	100	0		0.00
	Company Limited (TDH)
	TCC Land Company		0	0.00	11,852,000		100
	Limited (TCCL)
	Total		11,852,000	100	11,852,000		100
Details of TDH
	Name:	Thai Diary Healthcare Company Limited
	Type of business:	Distribution of medical supplies, tools and medical equipment
	Register Capital	Baht 1,185,200,000 divided into 11,852,000 shares, at par value
			of Baht 100 per share
	Paid-up Capital:	Baht 1,185,200,000
Financial Highlights:
	Subjects (Million Baht)				Financial Statements
				2019				2020
Revenue				81.78				128.71
Net profit				0.69				9.53
Asset				123.85				98.61
Liabilities				40.26				5.48
Paid-up Capital				1,185.20				1,185.20
Retained Earnings (Deficits)				(1,101.61)				(1,092.08)
Shareholder Equity				83.59				93.12

Reasons and expected benefits for entering into the transaction

TDH has not operated any business for a period of time and TDH incurred fixed expenses from its operation. The Company considered and opined that by disposing of Ordinary Shares in TDH, the Company will be resulted in several ways such as the reduction of unnecessary expenses by using it as working capital in order to enhance the financial liquidity of the Company, the Company's business restructuring plans of which emphasizing in focusing in growth business opportunities and divesting investment of non-profitable business and maximize the benefits of the company.

5. Total value and criteria used in determining a transaction's total value

Total value of shares dispose:	Baht 75,023,160
Pricing criteria:	Assets-Base Approach
Term of Payment:	All by cash.

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1. Transaction size
2. 1. Connected Transaction
      The transaction is considered as the asset or service transaction. The size of the transaction is approximately 0.11% of the Company's Net Tangible Assets ("NTA") (NTA of the Company as of 31 March 2021 is Baht 71,153 million) which is more than 0.03 percent, but not exceeding to 3 percent of the Company's Net Tangible
      Assets. Accordingly, it is deemed as a medium-sized connected transaction of which is required to be approved by the Board of Directors and disclosed to the SET in pursuance to the Notification of the Capital Market Supervisory Commission No. Tor Chor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the SET Re: Disclosure of Information of Listed Company concerning the connected transactions B.E. 2546 (2003).
   2. Acquisition and Disposition Transaction
      The transaction is considered as a disposition of assets transaction of the Company. The transaction size based on total value of consideration received is equal to 0.02% of the Company which is less than 15% of total assets of the Company. Moreover, all acquisition of asset transactions occurred during 6 months prior to the date of the transaction has total transaction size of less than 15% of total assets of the Company. Therefore, the transaction is not the disposition of assets subject to disclosure of information and is not required to comply with rules and regulations under the Notification of the Capital Market Supervisory Commission No. Tor Chor 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information concerning the Acquisition and Disposition of Assets of Listed Companies B.E. 2547.
      However, this letter is also made to disclose that TDH will no longer be the Subsidiary of the Company.
3. Connected persons and conflicts of interest
   Some directors of the Company, namely Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are connected persons or having conflicts of interest.
4. Opinion of the Board of Directors regarding the transaction
   The Board of Directors' Meeting has approved the disposition of ordinary shares in TDH to TCCL, as agreed by the Company's Audit Committee No. 3/2021 on 10 May 2021. Considering all of the relating information, the Board of Directors considered that the transaction is the connected transaction which will be the company's benefit in overall, therefore the Board of Directors' Meeting had the resolutions to approve the disposition of ordinary shares in TDH to TCCL as proposed.
   Directors who were considered as connected persons and/or having conflicts of interest did not present at the Meeting and did not vote on this agenda.

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9. Opinion of the Audit Committee and/or directors which is different from the

Board of Directors Meeting' opinion

- None -

Please be informed accordingly.

Yours Faithfully,

Berli Jucker Public Company Limited

Thirasakdi Nathikanchanalab	Aswin Techajareonvikul
Director	Director

In case of inquiry, please contact

Group Company Secretary Division Tel. [phone] ext. 1095

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