J S P Property Public : Notification of the subsidiary purchase ordinary shares of Ilada Healthcare Co., Ltd.

(Translation)

No. SENAJ 011/ 2022

July 4, 2022

Subject : Notification of the subsidiary purchase ordinary shares of Ilada Healthcare Co., Ltd.

To :President, The Stock Exchange of Thailand

Regarding to the Executive Committee Meeting No. 18/2022 of SENA J Property Public Company Limited ("the Company") held on date July 1,2022, has considered the details and conditions of the investment and approved S.J. Healthcare Co., Ltd. ("S.J. Healthcare") entering into the purchase of shares of Ilada Health Care Co., Ltd. ("Ilada Health Care") at 51% of the paid-up capital and paid-up ordinary shares of Ilada Health Care at a total value of Baht 10,500,000 with the objective to provide accommodation housing for the elderly and patients in rehabilitation periods in hospitals or hospitals. This is the case acquisition of investment above results in being indirect subsidiary of the Company.

S.J. Healthcare has entered into a share purchase and purchase agreement with the existing shareholders of Ilada Health Care and Ilada Health Care, who are not connected persons of the Company. The details of entering into the transaction are as follows:

1. Investment in Ilada Health Care Co., Ltd.Day month year of case implementation

S.J. Healthcare has purchased ordinary shares of Ilada Health Care in the ratio of 51% of the total number of shares from the existing shareholders and the Company has completed the registration of amendments with the government agencies on July 1, 2022.

The nature of the transaction

1. S.J. Healthcare has purchase 5,100 ordinary shares of Par Value of Baht 100 per share, representing 51% of the issued and paid-up share capital of the Ilada Health Care from the current shareholder of Ilada Health Care, who does not have any relationship with the company, The details are as follows:

The Buyer:	S.J. Healthcare co., Ltd.
The Seller:	The existing shareholders of Ilada Health Care, consisting of
	1.	Ms. Thankamonat Sukchana	60%
	2.	Ms. Nattaporn Sukchana	20%
	3.	Mrs. Montira Suwan	20%

(Translation)

Relationship The sellers are not connected persons of the Company as defined in the

Notifications on Connected Transactions.

1. Ilada Health Care Submit a change of director registration, with details of the company information before and after the transaction are as follows:

			Before the transaction			After the transaction
Company name	:	Ilada Health Care Co., Ltd.		Ilada Health Care Co., Ltd.
Registered capital	:	Baht 1 million divided into	10,000	Baht 1 million divided into 10,000
		ordinary shares with a par value of Baht	ordinary shares with a par value of Baht
		100 each		100 each
Shareholding structure	:	1.	Ms. Thankamonat Sukchana	60%	1.S.J. Healthcare Co., Ltd	51%
		2.	Ms. Nattaporn Sukchana	20%	2.Ms. Thankamonat Sukchana	29%
		3.	Mrs. Montira Suwan	20%	3.Mr. Puritat Saengthongpanichkul	20%
Board composition	:		Ms. Thankamonat Sukchana		1.	Ms. Kessara Thanyalakpark
					2.	Ms. Thidarat Patthong
					3.	Mr. Puritat Saengthongpanichkul
					4.	Ms. Thankamonat Sukchana
Office Address	: 418/56-59 Charansanitwong Road, Siriraj	418/56-59 Charansanitwong Road, Siriraj
		Subdistrict, Bangkok Noi	District,	Subdistrict, Bangkok Noi District,
		Bangkok		Bangkok

Item type and size

The purchase of shares of Ilada Health Care is 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). There are details of transaction size calculation based on financial information from the financial statements for the six-month period ended March 31, 2022 that have been reviewed by the Company's auditors as follows:

(Translation)

Criteria				Formula of Calculation	Detail of Calculation	Transaction
			value
1. Net Tangible				Proportion of assets acquired x NTA of Ilada Health Care x 100	unable to calculate Because Ilada Health
Assets (NTA)				NTA of the Company	Care has a negative net asset value (NTA).
2. Net Profit				Proportion of assets acquired x Net profit of Ilada Health Care x 100	unable to calculate Due to the results of
						Ilada Health Care has a net loss.
			Net Profit of the Company
3. Total value	of			consideration paid x 100		10,500,000 x 100	0.17%
consideration				Total assets of the Company	6,089,414,000
4. Value of equity						not taken into account because the
shares issued for			total number of shares issued as consideration x 100
		company No share capital was issued as a
the payment	of			number of total issued and fully paid-up shares of the Company
		consideration for the acquisition of assets
assets

Entering into this transaction with the maximum transaction size is 0.17% 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 0.49% (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
3			Approved the establishment of 2 subsidiary companies	2	0.04			June 1, 2022
				(SENA J Property 2 and SENA J Property 3)
4			Approved the establishment of 3 subsidiary companies	3	0.06			June 13, 2022
				(SENA J Property 4 SENA, J Property 5 and SENA J Property 6)
5			The purchase ordinary shares of Ilada Health Care Co., Ltd.	10.5	0.17			July 1, 2022
				Total	28.5	0.49

(Translation)

Acquisition of such assets is 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). Because the seller, who is the former shareholder group of Ilada Health Care and Ilada Health Care are not connected persons of the Company.

Therefore, the Company is obliged to Report on the acquisition of shares in Ilada Health Care 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 indirect subsidiary of the Company.

Please be informed accordingly.

Sincerely yours,

- Miss Laddawan Tansaraviput -

Chief Financial Officer