J S P Property Public : Notification of the establishment of subsidiary company

(Translation)

No. SENAJ 007/ 2022

May 26, 2022

Subject : Notification of the establishment of subsidiary company

To :President, The Stock Exchange of Thailand

Regarding to the Executive Committee Meeting No. 10/2022 of SENA J Property Public Company Limited ("the Company") held on date May 26, 2022 at Meeting room, No. 197, Vibhavadi Rangsit Road, Sam Sen Nai, Phaya Thai, Bangkok, 10400, had the resolution to establishment of subsidiary company to support the development of future projects with the objective of Juristic Person Management and/or providing project management services. The details are as follows:

Establishment of subsidiary company:

SENA J Property 1 Co., Ltd. ("SENA J Property 1")

The amount of common stock invested	9,997 shares
Value of investment (100 Baht per share)	999,700 Baht
Shareholding proportion	The Company holds 99.97% of the registered capital
Connected characteristics	This transaction is not a connected transaction
		with the Notification of the Capital Market
		Supervisory Board No. TorChor.21/2551
The size of the Asset Acquisition	Maximum transaction size based on the total
		value of the consideration 0.02% of total assets
		of the Company. Based on the consolidated
		financial statements of the Company as of
		March 31, 2022.
Introduction of ("SENA J Property 1")
Type of business	real estate development
Registered Capital and Paid-up Capital
➢	Registered Capital	1,000,000 Baht
➢	Paid-up Capital	10,000 shares
➢	Par value	100 Baht per share
Status of ("SENA J Property 1")	Direct subsidiary company

(Translation)

Structure of shareholding "SENA J Property 1"

	Shareholder name	Number of shares		% of registered capital (%)
		(shares)
1. SENA J Property Public Company Limited		9,997		99.97%
2.	Mr. Theerawat Thanyalakphark		1		0.01%
3.	Ms. Kessara Thanyalakpark		1		0.01%
4.	Ms. Umaporn Thanyalakpark		1		0.01%
	Total		10,000		100.00%
	Board of directors	1.	Mr. Theerawat	Thanyalakphark
		2.	Ms. Kessara	Thanyalakpark
		3.	Ms. Benyalak	Thanyalakpak
		4.	Ms. Umaporn	Thayalakpark
	The objective of investment	To facilitate business expansion
	The source of capital	The capital circulated from business operation

The establishment of subsidiary company are considered to be an acquisition of assets of the Company. According 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 ( as amended) and Notification of the Board of Governors Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B. E. 2547 ( as amended) . The maximum transaction size is 0.02% based on total value of consideration, which is the maximum transaction size calculated from the consolidated financial statements of the Company that has been audited and reviewed by the auditor. Certified Public Accountant as of March 31, 2022. The transaction size of the transaction is less than 15% of the total value of the consideration. And combined with the size of the acquisition of assets during the past 6 months, the total asset acquisition volume was 0.22% (The maximum transaction size based on Total value of consideration). Therefore, the transaction is not related to the disclosure of information in the Notification of Acquisition or Disposal of Assets.

The acquisition of assets during the past 6 months of the Company as follows:

Case value

Size of

Board Meeting / The

No.

The transaction the company and sub company implemented

(Million Baht)

associated

Executive

with the associated company

case (%)

Committee Meeting

Date

1.

Approved the establishment of S.J. Healthcare Co., Ltd.

12

0.20

April 11, 2022

2

Approved the establishment of SENA J Property 1 Co., Ltd.

1

0.02

May 26, 2022

Total

13

0.22

(Translation)

The establishments of new subsidiary are not included in the connected transaction. In accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules for Connected Transactions, dated August 31, 2008 (and as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, dated November 19, 2003 (as amended)

Therefore, the Company is obliged to report such investment to be in accordance with the Regulations of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company, as this is the case where the Company acquires an investment in another company which results in that other company becoming a subsidiary of the Company.

Please be informed accordingly.

Sincerely yours,

- Miss Laddawan Tansaraviput -

Chief Financial Office