(-Translation-)

Ref. No. BTS 15325/2022

June 29, 2022

Subject: Investment in RC Area Company Limited, resulting in such company becoming a subsidiary of the Company

To: President

The Stock Exchange of Thailand

BTS Group Holdings Public Company Limited (the "Company") would like to inform that today (June 29, 2022), the Company has acquired all shares in RC Area Company Limited ("RC Area"). Consequently, RC Area has become a subsidiary of the Company. Details of the acquisition is as follows:

Transaction Date

:

June 29, 2022

Parties

:

Buyer:

the Company

Seller:

Noble Development Public Company Limited

("NOBLE")

Nature of Transaction

: Acquisition of ordinary shares in RC Area totaling 1,000

shares with the paid-up capital in the amount of Baht

100,000, representing 100 percent of the total shares of

RC Area, including the rights of claim under all

promissory notes issued by RC Area to NOBLE

Details of Assets Acquisition

: - RC Area has a paid-up capital of Baht 100,000, divided

into 1,000 ordinary shares with a par value of Baht 100

per share, including the rights of claim under all

promissory notes issued by RC Area to NOBLE.

- RC Area owns 2 land plots, located at Cha-am District,

Phetchaburi province, with the total area of

approximately 48-3-97.4 Rai.

Total Transaction Value

Baht 199,000,000

Shareholding Structure

:

Pre-transaction: NOBLE held 100 percent shares.

Post-transaction: The Company holds 100 percent shares.

Source of Fund

:

Cashflow of the Company

This transaction is not a connected transaction under the Notification of the Capital Market Supervisory Board No. TorJor. 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 (2003) (as amended). In addition, after considering the transaction size, the transaction does not fall under the disclosure requirement of the Notification of the Capital Market Supervisory Board No. TorJor. 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 B.E. 2547 (2004) (as amended).

Please be informed accordingly.

Sincerely yours,

BTS Group Holdings Public Company Limited

-Mr. Kong Chi Keung-

Executive Director and Deputy Chief Executive Officer

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BTS Group Holdings 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 13:18:42 UTC.