Ref. No. Chor Por.(2) 2297/2022

June 7, 2022

The Stock Exchange of Thailand,

The Stock Exchange of Thailand Building,

62 Rachadapisek Road, Klongtoey,

Bangkok 10110.

To Managing Director,

The Stock Exchange of Thailand.

Re : Notification of the Resolution to Information memorandum on Acquisition of Newly Issued Ordinary Shares of Vachara Sirivej Co.,Ltd. (Chiangrai Inter Hospital)

We, Chiang Mai Ram Medical Business Public Company Limited ("the Company" or "CMR") would like to notify the resolution of the Board of Directors' meeting No. 3/2022 held on June 7, 2022, approved the Company and its subsidiaries, Chiang Mai Ram Hospital Company Limited ("CMH"), Hariphunchai Memorial Hospital Company Limited ("HPH") and Theppanya Business Company Limited ("TPH") to invest in the acquisition of newly issued ordinary shares of Vachara Sirivej Company Limited, which operates a medical facility on behalf of Chiangrai Inter Hospital, in the amount 1,850,000 shares or 30.83% of paid-up capital. The purchase price of Baht 100.00 per share, totaling Baht 185,000,000.00. The transaction concerning the notification of the acquisition and disposal of assets, according to the notification of the Stock Exchange of Thailand regarding Rules, Procedures and Disclosure or Information Concerning the transaction concerning the notification of the acquisition and disposal. The transaction size is 1.41% according to the total value of the remuneration based on the consolidated financial statements of the Company ended 31 March 2022. It is excepted by approving from shareholders, however the company will report the transaction to the Stock Exchange of Thailand. The Company hereby reports the details of the transaction as follows;

CMR Group Investment Ratio

The Company and its subsidiary

Investment Ratio

Number of Shares

Total Amount Baht

% Registered Share

1.

Hariphunchai Memorial Hospital Company Limited

1,500,000

150,000,000.00

25.00

("HPH")

2.

Chiang Mai Ram Hospital Company Limited

200,000

20,000,000.00

3.33

("CMH")

3.

Chiang Mai Ram Medical Business Public Company

100,000

10,000,000.00

1.67

Limited ("CMR")

4.

Theppanya Business Company Limited

50,000

5,000,000.00

0.83

("TPH")

TOTAL

1,850,000

185,000,000.00

30.83

CHIANG MAI RAM MEDICAL BUSINESS PUBLIC COMPANY LIMITED

DISCLOSURE OF INFORMATION ON "ACQUISTION OR DISPOSAL OF ASSETS"

(THE ACQUISTION OF ASSET)

Investment in Vachara Sirivej Company Limited (Chiangrai Inter Hospital)

1.

The date of transaction occurred;

With in June 2022.

2. The parties involved

BUYER;

Chiang Mai Ram Medical Business Public Co., Ltd. (CMR)

Hariphunchai Memorial Hospital Company Limited (HPH)

Chiang Mai Ram Hospital Company Limited (CMH)

Theppanya Business Company Limited (TPH)

SELLER;

Vachara Sirivej Company Limited

RELATIONSHIP WITH THE INVEST

None

3.

The general characteristics of the

Invest in the acquisition of newly issued ordinary

transaction;

shares of Vachara Sirivej Company Limited in the amount

1,850,000 shares or 30.83% of paid-upcapital. The

purchase price of Baht 100.00 per share, amount totaling Baht 185,000,000.00.

4. The details of the assets investment;

- The company name

Vachara Sirivej Company Limited

- Address

123 M. 26 Pahonyotin Rd. Muang Chiang Rai 57000

-

The nature of business

Health Care Services " Chiangrai Inter Hospital"

-

Registered capital before capital increase

Baht 113,580,000.00

-

Registered capital after capital increase

Baht 600,000,000.00

-

Par value per share

Baht 100.00

-

Proportion of securities holding before

0% of the registered capital

-

Proportion of securities holding after

30.83% of paid-up capital of Vachara Sirivej Co., Ltd.

(Registered Capital 600 Million Baht)

5.

The total value of the consideration

Common Stock 1,850,000 shares buying per share Baht

100.00, amounting to Baht 185,000,000.00.

6.

Criteria used in determining total value

CMR purchases the new share at par value by reference the

of return

property appraisal company named

"15 Consult Business

Co.,Ltd." It appraises the business value at 102 baht per share.

-

Type and Value of Transaction

The above investments of the transaction concerning the

notification of the acquisition and disposal of assets. When

calculating the line size based

on criteria, the program

automatically calculates the line size. It found that the transaction size is equal to 0.65% of the Company's assets, and in the case of

calculations using the total value of the reciprocity, the transaction size will be 1.41% based on the Company's consolidated financial statements ended March 31, 2022. Since all criteria are calculated, the transaction size does not exceed 15%, therefore, the Company does not have to comply with the criteria for acquiring the company's assets.

Method

Calculation

Transaction Size (%)

1. Asset Value Method (NTA)

% NTA of the invested funds x 100

0.65

Company' s NTA

2. Net Profit Method

% New profit of the invested funds x 100

-

The Company' s net profit

3. Aggregate Value of Returns Method

Value of acquired assets x 100

1.41

Net value of the Company' s assets

4. Aggregate Value securities Method

Number of shares issued to pay for assets x 100

Uncalculatable,

All the Company' s issued and paid-up shares

Because no shares have

been issued for acquisition

of assets.

7.

Purpose of investment

Vachara Sirivej Company Limited, which operates a medical

facility on behalf of Chiangrai Inter Hospital. It will operate

private hospital size 50 beds.

CMR and its subsidiaries aim to make this investment to

expand the hospital network to Chiang Rai. Chiangrai Inter

Hospital is in a good location and chances to growth business

in the future. CMR and its subsidiaries are expected to return

in dividend form at a satisfactory rate. It also increases

business synergies and has more trade bargaining power for

the Company' s supplier.

8.

Source of investment

Using the loan from financial institution and the working capital

of The Company and its subsidiaries.

9. Other Details

Shareholding Structure of Vachara Sirivej Company Limited (After capital increase)

Name of Shareholder

Amount

(%)

1.

Ramkhamhaeng Hospital Public Copany Limited

2,415,500

40.25

2.

Chiang Mai Ram Hospital Company Limited' Group

1,500,000

1,850,000

30.83

Hariphunchai Memorial Hospital Company Limited

Chiang Mai Ram Hospital Company Limited

200,000

Chiang Mai Ram Medical Business Public Company Limited

100,000

Theppanya Business Company Limited

50,000

3.

Techatheerawat Group

160,844

1,026,214

17.10

Mr. Vatchara

Techatheerawat

Mr. Siri

Techatheerawat

415,224

Mrs. Orawan

Techatheerawat

98,002

Miss Khanawan Techatheerawat

170,393

Mrs. Laksipha

Techatheerawat

170,393

Mrs. Woranaj

Techatheerawat

11,358

4.

Takkaphuetphan Group

102,222

124,938

2.08

Mr. Pheera

Takkaphuetphan

Miss Pornlada

Takkaphuetphan

11,358

Mr. Pharadorn

Takkaphuetphan

11,358

5.

F & S 79 Co.,Ltd.

100,000

1.67

6.

Khaonkaen Ram Co.,Ltd.

30,000

0.50

7.

Other shareholders

453,348

7.56

TOTAL

6,000,000

100.00

Financial Position and Operations

Chiang Mai Ram Medical

Vachara Sirivej Company

Statement of Financial

Business Public Co., Ltd.

Limited

As of March 31, 2022

As of December 31, 2021

-

Total Assets

13,139,214,335.37

159,497,976.00

-

Intangible asset

311,542,913.05

2,130,478.95

-

Total Liabilities

6,568,098,683.87

76,734,515.82

-

Total Shareholder' equity

6,571,115,651.50

82,763,460.18

-

Net profit (loss)

167,361,104.80

(7,765,053.07)

-

Non-controlling interests

2,435,671,674.50

-

-

Basic earnings per share

0.03

(6.84)

-

Earning Per Share (E.P.S.)

(Par = 100)

72.87

-

Earning Per Share (E.P.S.)

(Par = 0.10)

1.03

- Book value per share (baht)

4,023,125,000

1,135,800

NTA

3,823,901,063.95

80,632,981.23

As of December 30, 2021, Vachara Sirivej Co., Ltd. (Chiangrai Inter Hospital) participated in the moratorium project with the financial institution. This project had 3 years period from December 30, 2021

to 30 December 2024 and it had increased expense as follows;

1.

Property maintenance free

3,000,000

baht

2.

Property rent

300,000

baht

3. The loss will occur in the amount of 21.15 million baht if the company don't pay the debt as promised. Because the collateral has value more than debt the amount of 21.15 million baht.

  1. Conditions affect to Shareholders' right; None
  2. Opinion of the Board of Director;
    The Board of Directors has had opinions that the transactions investment in common share of Vachara Sirivej Company Limited will benefit in term of increasing the bargaining power in purchasing materials and expand the company' s business. Therefore this investment is appropriate, low risk and benefit of the company and shareholders over the long run.
  3. Opinion of the Audit Committee and directors which are different from the opinion of the Board of Directors; The Audit Committee' s opinion is also aligning with the Board of Director' s opinion. There is no director has different opinion from the Board of Directors' opinion.
    Please be informed accordingly.

Yours faithfully,

(Dr. Dusit Srisakul)

Managing Director

Administrative Office

Tel. 052-134701

Fax. 052-134799

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Chiang Mai Ram Medical Business pcl published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 12:01:35 UTC.