Charoong Thai Wire and Cable Public : To announce the connected transaction between CTW and its parent company (PEWC)

CTW 019/2022

June 6, 2022

Subject	: To announce the connected transaction between CTW and its parent company (PEWC)
To	: President
	The Stock Exchange of Thailand(SET)

Charoong Thai Wire and Cable Plc.(CTW) would like to announce that the Board of Directors Meeting No.3/2022 held on June 6, 2022, resolved to approve the connected transaction and renew the Management Agreement with Pacific Electric Wire and Cable Co., Ltd.(PEWC), its an indirect parent company, details as follows:

1. Date of Transaction :
   1. Agreement for 1 year term from 1st July 2022 - 30th June, 2023
   2. Agreement for 3 years term from 17th April 2022 - 16th April 2025
2. The Parties involved :

Service Provider	: Pacific Electric Wire and Cable Co., Ltd.("PEWC"),
	CTW's indirect parent company (PEWC group holds approximately
	51% stake in CTW) and is incorporated in Taiwan(ROC).
Service Recipient	: Charoong Thai Wire and Cable Plc.("CTW")

3. The general characteristics of the transaction :

CTW has made service contracts with PEWC for management service provided by PEWC to CTW as follows:

1. The Service Contract is initially made on 15th June 1998 with term of service for two years. Thereafter, such agreement shall be automatically extended on a yearly basis. The rate of service fee was US dollar 13,500 per quarter as the mutual agreement price. Subsequently, PEWC has reduced the management fee. The latest service fee is charged at NT dollar 4,180 per day or approximately NT
   dollar 384,560 per quarter or equivalent to US dollar 13,298 (at the exchange rate of NT dollar 28.9195 per US dollar 1) as per the Service Contract dated 27th May, 2021.
2. The Dispatch Service Working Contract is initially made on 17th April 2022 with term of service for three years, 17th April 2022 to 16th April 2025. The Management Fee of Personnel Dispatch was NT dollar 16,810 per month or equivalent to US dollar 581.27 (at the exchange rate of NT dollar 28.9195 per US dollar 1).

The connected transactions have supported to the normal course of business with no general trade condition.

4. Value of the transaction :

The total transaction value is US$ 74,118 or equal to Baht 2.54 million (the exchange rate of Baht 34.2606 per US dollar 1 as at 30th May 2022), when compared the net tangible assets of CTW as of 31st March 2022 (the latest consolidated financial statements) of Baht 3,817.66 million. Therefore, the size of transaction is equal to 0.07% of net tangible assets (NTA), which is the Moderate significance, which is higher than 0.03% of NTA but lower than 3% of NTA, that the Company must obtain the approval from the Board of Directors and report to the SET.

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5. The connected persons and related persons as the major shareholders list as at 25 March, 2022 (The latest Record date).

		Shares held in
	Name	CTW		Position/Description
	Number		%
		of shares
1.	Singvale Pte., Ltd.	86,999,500		21.86	A subsidiary company of PEWC
2.	Trigent Investment Holdings Ltd.	49,568,514		12.46	A subsidiary company of PEWC
3.	PEWC(Thailand) Co., Ltd.	36,206,398		9.10	A subsidiary company of PEWC
4.	APWC(Thailand) Co., Ltd.	20,186,272		5.07	A subsidiary company of PEWC
5.	Mr.Sun Tao-Heng	6,007,860		1.51	Director and Shareholder of CTW, and
					Director of PEWC
6.	Mrs.Sun Lin,Ru-Jen	1,600,000		0.40	Spouse of Director and Shareholder of CTW
7.	Miss Leslie I Sun	200,000		0.05	Child of Director and Shareholder of CTW
8.	Mr.Philip Jing Sun	203,750		0.05	Child of Director and Shareholder of CTW
9.	Mr.Cheng Chen-You	207,224		0.05	Director and Shareholder of CTW
10. Mr.Lee Michael Chao Chun	264,958		0.07	Director and Shareholder of CTW
11. Mr.Si Lok Mark Lee	3,500,000		0.88	Son of Director and Shareholder of CTW
12. Mr.Yuan Chun-Tang	1,074,844		0.27	Advisor to the Board and Shareholder of
					CTW, and Director of PEWC
13. Mr.Cheng Peter Chung-Chun	352,608		0.09	Relatives of Director and Shareholder of
					CTW

Those indicated as shareholders and directors are also related to PEWC.

6. The nature and extent of the interest of the connected persons in the transaction:

According to the regulations of the SET, such transactions are classified as the Connected Transactions. The purpose of the transactions is to support normal course business to CTW. It also is a good effect to the business of CTW. No additional interests apply by all the connected persons.

7. Opinion of the Board of Directors

After due consideration, the Board of Directors (not including the Interested Directors) has concurred that such transaction is benefit for corporate operation which support the normal business of CTW with no general trade condition. The Board therefore approved CTW to enter into this Management Agreement. The directors who have an interest did not vote when approving this agenda.

8. Opinion of the Audit Committee and/or Directors of the Company that differ from the Board of Directors' opinion

-None-

Please be informed accordingly.

Sincerely yours,

-Mr. Sun Tao-Heng-

(Mr. Sun Tao-Heng)

Managing Director

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