Grande Asset Hotels and Property Public : Issuance and offering to the convertible debentures No.7/2022

(Translation)

23 June 2022

Subject : Issuance and offering to the convertible debentures No.7/2022

To : Director and Manager,

The Stock Exchange of Thailand

According to the Extraordinary General Meeting of Shareholders No.1/2022 of Grande Asset Hotels and Property Public Company Limited (the "Company") held on February 3, 2022, has resolved to approve the issuance and offering of convertible debentures of the Company not exceeding Baht 1,000 million and to approve the allocation of not exceeding 2,331,140,350 newly issued ordinary shares which reserved for the conversion of the convertible debentures by way of private placement to specific investors, namely Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund l ("AO Fund l"), which are not related persons of the Company. Details are as attached in Attachment 1.

The Company has operated to offered and issue the newly convertible debentures pursuant to the Convertible Debentures Agreement No.7/2022 in the amount of Baht 10 million to Advance Opportunities Fund ("AO Fund") on June 23, 2022 and the said convertible debentures will mature on March 25, 2025 unless conversion rights are exercised before the maturity date.

Please be informed accordingly.

Yours Sincerely,

-Signature-

Mr. Vitavas Vibhagool

Director and Chief Executive Officer of Real Estate and Hotel Businesses

Attachment 1

(Translation)

Summary of the important Terms and Conditions of the Convertible Debentures

of Grande Asset Hotels and Property Public Company Limited

Subjects	Details
Issuer of Convertible	Grande Asset Hotels & Property Public Company Limited
Debentures
Type of Convertible	Convertible Debentures with the right to convert into the Company's
Debentures	ordinary shares, senior and unsecured (Senior Unsecured Convertible
	Debentures)
	("Convertible Debentures").
Currency	Thai Baht (THB)
Total Principal Amount	Not exceeding 1,000,000,000 Baht divided into 4 tranches as follows;
of Convertible	1. Convertible Debentures Tranche 1 has the value of not exceeding
Debentures
200 Million Baht, divided into 20 sets and 10 Million Baht per set.
	2. Convertible Debentures Tranche 2 has the value of not exceeding
	200 Million Baht, divided into 20 sets and 10 Million Baht per set.
	3. Convertible Debentures Tranche 3 has the value of not exceeding
	300 Million Baht, divided into 20 sets and 15 Million Baht per set.
	4. Convertible Debentures Tranche 4 has the value of not exceeding
	300 Million Baht, divided into 15 sets and 20 Million Baht per set.
Conditions of Issuance	The Company will gradually issue the Convertible Debentures in
of Convertible	tranches respectively. In each tranche, the Company will gradually
Debentures	issue each set in each tranche in accordance with the financial
	requirements of Company. However, the issuance of Convertible
	Debentures is subject to the completion of conditions precedents such
	as obtaining the permission from the Office of Securities and Exchange
	Commission and other relevant agencies, including the terms and
	conditions of the Convertible Debentures.
	However, the timeframe of the issuance of the Convertible Debentures
	is within 1 year after the date of the Shareholders meeting approval. If
	the Company did not issue all the Convertible Debentures within 1
	year, the Company may request for a resolution of the Shareholders
	meeting to issue the unissued Convertible Debentures, whereby it is
	depend on the financial requirements of Company.
Interest Rate	1.00 percent per annum, provided that the interest will be paid on a
	quarterly basis from the date of the issuance of the Convertible
	Debentures.
Maturity Period	3 years after the issuance of each Tranche.
Payback Condition	Repayment in lump sum after each due date of specific Tranche
	according to the terms and conditions of the Convertible Debentures,

	Attachment 1
Subjects	Details
	provided that the maturity period of each Tranche is 3 years from the
	date of the issuance of the Convertible Debentures.
Redeem Rights before	The holders of the Convertible Debentures may or may not have rights
Due Date	to redeem the Convertible Debentures before due date and/or the issuer
	of the Convertible Debentures may or may not have rights to redeem
	the Convertible Debentures before due date too. The redemption has to
	be followed by the terms and conditions of the Convertible Debentures
	aligned with laws, regulations, rules and/or permissions from related
	authorized Governmental Bodies.
Conversion Ratio	Principle amount of the Convertible Debentures divided by the
	conversion price.
Conversion price	Not lower than 90 percent of market price, therefore it is not
	categorized as an offer of newly issued shares at a price lower than the
	market price as specified by the Notification of the Capital Market
	Supervisory Board TorJor. 72/2558 Re: Permission for Listed
	Companies to Offer Newly Issued Shares to Private Placement. The
	market price shall be calculated based on the weighted average price
	of the Company's shares trading on the Stock Exchange of Thailand
	for not less than 7 consecutive business days, but not more than 15
	consecutive business days prior to the date that the holders of the
	Convertible Debentures exercise their conversion rights. The weighted
	average price is calculated from the closing price weighted by the
	trading volume of each consecutive business days ("Floating
	Conversion Price"). Whereby the market price will be calculated with
	two digit decimals. And for the conversion price of Convertible
	Debentures, it will be calculated with three digit decimals.
	However, if the conversion price calculated above is lower than the par
	value of shares of the Company. The Company will issue additional
	compensation shares for the calculation of all shares issued at par value
	is based on the conversion price.
	Noted:
	o If the ordinary shares resulted from the exercise of conversion
	rights of the Convertible Debentures has a conversion price of less
	than 90% of the market price at the date of conversion (the market
	price is calculated based on the weighted average price of the
	Company's shares trading on the Stock Exchange of Thailand for
	not less than 7 consecutive business days, but not more than 15
	consecutive business days prior to the date that the convertible
	bond holders exercise their conversion rights. The weighted
	average price is calculated from the closing price weighted by the
	trading volume of each consecutive business days). The Company
	has the duty to prohibit AO Fund and AO Fund 1 ("Investors") to
	sell the ordinary shares resulted from exercising such conversion
	rights within 1 year from the date of the investors receive such
	convertible securities (Silent Period). After the date of the investor

Attachment 1

Subjects	Details
	receives the convertible securities for a period of 6 months, the
	investors will be able to gradually sell the prohibited shares in the
	amount of 25% of the total number of shares prohibited in
	accordance with the rules as specified in the Notification of the
	Stock Exchange of Thailand Re: Rules, Conditions and Procedures
	for Consideration of the Request for Ordinary Shares or Preferred
	Shares as for the capital increase as listed securities B.E. 2558
	dated 11 May 2015 (as amended).
	o Due to the fact that the Company has retained losses as shown in
	the Statement of Financial Position and Income Statement for the
	third quarter, ended on 30 September 2021, the Company may set
	the conversion price of the convertible debentures lower than the
	par value of shares of the Company, but must not be lower than
	0.01 Baht per share. The Company must comply with Section 52
	of the Public Limited Company Act B.E. 2535 (as amended)
	("Public Limited Company Act"), whereby Section 52 of the
	Public Limited Company Act stipulates that a company which has
	been in operation for not less than one year, if it appears that there
	is a loss, shares may be offered for sale lower than the registered
	share value, but such discount must be approved by the
	shareholders meeting and the discount rate must be clearly
	determined.
	o In case of the capital increase shares for accommodation of the
	conversion of the Convertible Debentures is insufficient, the
	Company will follow the guideline in the topic "The event of the
	Company has to issue new share to accommodate the change of
	conversion right".
Conversion Period	The holders of the Convertible Debentures may exercise their
	conversion rights of the Convertible Debentures every day from the
	date of issuance of the Convertible Debentures until the close of
	business hour of the business day prior to the maturity date of the
	Convertible Debentures in 1 week.
Number of ordinary	2,331,140,350 shares (In case the change of the par value of shares of
shares reserved for	the Company by decreasing the existing par value of 1.- Baht to the par
conversion	value of 0.50 Baht) equivalent to 24.38 percent of the total issued
	shares of the Company after the registration of paid-up capital of the
	Company which is based on the assumption that the Convertible
	Debentures shall be entirely exercised.
Secondary market for	The Company shall arrange to list the ordinary shares issued after the
ordinary shares issued	conversion of the Convertible Debentures on the Stock Exchange of
after conversion	Thailand or other stock exchange where the ordinary shares of the
	Company is a listed security at that time.
Restrictions on transfer	As this issuance and offering of the Convertible Debentures is
of the Convertible	considered as an offering to no more than 10 specific investors within
Debentures	four-month period as specified in the Notification of the Capital

Attachment 1

Subjects	Details
	Market Supervisory Board No. TorJor. 17/2561 Re: Application for
	and Approval of the Offering for Sale of Newly Issued Debt
	Instruments (the "Notification No. TorJor. 17/2561"). Therefore, the
	transfer of the Convertible Debentures to any person at any time
	throughout its tenure shall not cause the number of the holders to
	exceed 10 specific investors within four-month period, provided that
	the number of the holders shall be calculated from actual investors
	holding the Convertible Debentures on private placement basis
	(whether such investors hold the newly issued Convertible Debentures
	or receive the Convertible Debentures from the transfer by any existing
	Convertible Debentures holders), except by way of inheritance.
The event of the	The Company may register an increase of registered capital for
Company has to issue	accommodation of the conversion by the resolution of shareholders
new shares to	meeting or compensate in cash to the holders of the Convertible
accommodate the	Debentures according to the terms and conditions of the Convertible
change of conversion	Debentures.
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