27 July 2022

Re

Acquisition of shares in the insurance company.

To

President

The Stock Exchange of Thailand

The Board of Directors' meeting of Com7 Public Company Limited (the "Company") no.7/ 2022, held on 26 July 2022, resolved to approve that Com7 Holding Company Limited (" Com7 Holding" ), the subsidiary which the Company holds 100 percent of registered capital, shall invest in Putthatham insurance Public Company Limited ("PTI") by subscribing for newly issued shares in the amount of 500,000,000 shares, at the par value 0.34 baht, totaling 170,000,000 baht, with the following details:

  1. Transaction Date

Com7 Holding will invest in PTI after the approval by the Board of Directors' meeting no.6/ 2022, which is expected to be completed by August 2022.

  1. Relevant parties and relationship with the listed company Seller : Putthatham insurance Public Company Buyer : Com7 Holding Company Limited
    The seller is not a related person nor having any relations with the Company.
  2. General characteristic and details of acquisition assets.
    Com7 Holding will purchase newly issued shares of PTI for 500,000,000 shares, at the par value of 0.34 baht per share, totaling 170,000,000 baht.
    Currently, the Company does not hold any shares in PTI. After the acquisition of newly issued shares, the Company will hold approximately of 89.29 percent of PTI's total issued shares (after this newly issued shares for Com7 Holding's subscription). After the investment, Com7 Holding will appoint its representatives as the directors in PTI according to its shareholding proportion.
    Due to PTI's loss of financial liquidity, PTI still need funds, approximately at 230,000,000 baht after this investment by Com7 Holding in order to operate business. It is expected that Com7 Holding shall provide its support to such financial liquidity by way of loans or increase of the capital in the amount of not exceeding 230,000,000 baht. Thus, Com7 Holding shall need fund in the amount totaling of not exceeding 400,000,000 baht for this investment.

1

Details of PTI

Business operation

:

Juristic person registered in Thailand, engaged in insurance

business, operated, mainly, 4 types of general insurance

which includes, fire insurance, marine and carriage

insurance, car insurance and miscellaneous insurance.

Registered capital

:

As at 25 July 2022, the registered capital is at 600,000,000

baht, divided into 60,000,000 ordinary shares and the paid-

up registered capital is at 440,000,000 baht, divided into

44,000,000 ordinary shares, par value at 10 baht.

Shareholding structure

:

As at 29 April 2022

1.

Mr. Patikarn Mahatthanarak held 24,746,749 shares,

equivalent to 56.24 percent of total PTI's paid-up shares.

2.

Mr. Chaychna Uamaree held 7,684,710 shares,

equivalent to 17.47 percent of total PTI's paid-up shares.

3.

Mr. Chakrin Chiktree held 4,500,000 shares, equivalent to

10.23 percent of total PTI's paid-up shares.

4.

Miss Piyathida Mahatthanarak held 3,200,000 shares,

equivalent to 7.27 percent of total PTI's paid-up shares.

5.

Mr. Wong Jok Ming held 3,000,000 shares, equivalent to

6.82 percent of total PTI's paid-up shares.

6.

Other minority shareholders held 868,541 shares,

equivalent to 1.97 percent of total PTI's paid-up shares

Directors

:

1.

Mr. Patikarn Mahatthanarak

2.

Mr. Komsan Thongton

3.

Mr. Suchai Limpodom

4.

Miss Piyathida Mahatthanarak

5.

Mr. Siriwat Likitnurak

2

Summary of financial status and operating results

:

Financial information (Baht)

As at 31

As at 31

As at 31

As at 31

December

December

December

March 2022

2019

2020

2021

Cash and cash equivalents

44,157,863

63,414,116

68,943,872

16,923,010

Total assets

261,024,953

303,846,710

346,819,732

313,721,983

Total liabilities

151,935,644

203,044,158

270,841,647

297,083,031

Total shareholders' equity

109,089,310

100,802,552

75,978,085

16,638,952

Total income

96,619,932

101,553,235

67,466,300

123,819,573

Total comprehensive income

(14,172,138)

(29,028,585)

(164,824,467)

(59,339,133)

(expense) attributable to

The PTI's investment is conditional upon the fact that PTI fulfills terms and conditions completely including but not limited to, cancel the insurance contracts which are unable for PTI to issue their insurance policies for whatever reasons, or terminate the insurance policies as stipulated thereunder.

This purchase of newly issued shares from PTI, and support of financial assistance to PTI in the future are considered as the disposition of assets in pursuant to the Notification of the Capital market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets, dated 31 August 2008 (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of the Listed Company Concerning the Acquisition or Disposition of Assets, 2004, dated 29 October 2004 (as amended) ("Notifications on Assets Acquisition or Disposal").

The transaction size which is calculated according to the methods shall be as follows:

1.

Net Tangible Assets (NTA)

Not applicable due to loss accumulation.

2.

Net Profit

Not applicable due to loss accumulation.

3.

Total value of Consideration

__________Total value of Consideration received_________

=

__400,000,000__

Total value of the Company's assets

16,972,896,067

(According to the Company's reviewed consolidated financial

ended 31 December 2022)

=

2.36%

3

4.

Securities Value

Not applicable due to non-issuance of securities in exchange of

the asset acquired.

The value of the transaction calculated from the total value of Consideration method is equal to 2.36 percent of the total value of the Company's consideration which values less than 15 percent of the Company's consideration value, and where combining with the acquisition of assets transaction conducted by the Company during the past six months, the highest value is equal to 18.87 baht of the net tangible asset of the Company (The calculation method results in the highest value transaction) which are more than 15 percent but not exceeding 50 percent of the net tangible asset of the Company. Therefore, the Company is obliged to prepare reports and disclose the information of memorandum with the least information as specified in Schedule 1 annexed in according to the Notifications on Assets Acquisition or Disposal and distribute the information documents as specified in Schedule 2, to the shareholders of the Company within 21 days from the date of disclosure of information of disclosure to the SET without the approval of the Company's shareholders' meeting's approval.

The newly issued shares purchasing of PTI is not considered as a transaction with a connected person according to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 and the Stock Exchange of Thailand re: Disclosure of Information and Acts of Listed Companies Concerning Connected Transactions dated 19 November 2003.

  1. Total value of consideration and the assets acquired

Com7 Holding will invest in PTI in the term of newly issued shares subscription for 500,000,000 shares, at of the par value of 0.34 baht per share, totaling 170,000,000 baht and providing loan or increasing of capital in the amount of not exceeding 230,000,000 baht, totaling the amount of not exceeding 350,000,000 baht.

  1. Method for determining the offering price
    Calculating from the company's value and agreement.
  2. Benefits expected from the transaction

The investment in PTI which engages in the business of a general insurance will enable the Company to expand its business to general insurance business, increase an efficiency and support the core's business of the Company and affiliates to cover for IT equipment insurance, electronic appliances. This shall be result in the increasing of revenue and PTI's dividends from operating results in the future.

4

(7) Source of funds utilized for transaction

Source of funds shall be obtained from the Com7 Holding's cash flow which does not affect the liquidity and operation of the Company

(8) Opinion of the Company's Board of Directors

The transaction is deemed appropriate and beneficial to the Company. Apart from the profit received from the investment and dividends derived from PTI's operating result in the future, investing in PTI will expand types of Company's business, increase sale channels for products and services of the affiliated companies as to reach more customers. The Company shall increase sales and income which will lead to the increment of values to its shareholders.

  1. Opinion of the Audit Committee and/or the directors of the Company which are different from those Board of Directors in No.8

-None-

Please be informed accordingly.

Yours respectfully,

(Mr.Sura Khanittaweekul)

Chief Executive Officer

Com7 Public Company Limited

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Com7 pcl published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 11:53:02 UTC.