According to the Board of Directors of Gunkul Engineering Public Company Limited ("the Company") dated 17th December 2021 has approved the Company to enter into a preliminary memorandum of understanding with Jay Mart Public Company Limited ("JMART") and Singer Thailand Public Company Limited ("SINGER"), with the objective of establishing a joint venture company with an initial investment of 1 million baht. The structure of the joint venture company is as follows: Shareholding Structure: Gunkul Engineering Public Company Limited - 50.00%; Jay Mart Public Company Limited - 40.10%; Singer Thailand Public Company Limited - 09.90%. The establishment of a joint venture company is intended for joint investment in business operations with the following objectives: Distribute electrical equipment and solar solutions through a nationwide distribution network and provide credit by the company's affiliates; Develop distribution channels for hemp products through the distribution network of the company's affiliates, including study the feasibility of making a hemp & cannabis center for health; Develop a joint investment for investment in the installation of solar rooftop and EV Charging Station systems under Jay Mart business group in order to save electricity, increase the opportunity to generate income from electricity sales to joint venture company; Study the feasibility of synergy in other areas, including the study of utility tokens to be applied in the company's products.

In this regard, the Company will proceed to study the feasibility of doing such business. If the results of the study are satisfactory and mutually beneficial to both parties, the Company will negotiate to enter into a joint venture contract with a joint venture partner and establish a joint venture company within the first quarter of 2022. However, for the signing of such memorandum, the Company is not obligated to make any payments to the joint venture company.

In case that the Company will enter into a joint venture contract with a joint venture partner, the Company will proceed in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: The Criteria for Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (including any amendments thereto) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Practices of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (including any amendments thereto), and if there is any progress, the Company will continue to disclose information to the Stock Exchange of Thailand.