JCK International Public : Issuance and Offering to the Convertible Debentures No. 18/2022

Ref. AIT/22 - 350

	August 11, 2022
Subject:	Issuance and offering to the convertible debentures No.18/2022
To:	The President
	The Stock Exchange of Thailand

According to the Extraordinary General Meeting of Shareholders No. 1/ 2021 of JCK International Public Company Limited (the "Company") held on September 23, 2021, 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 542,606,490 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 1 ("AO Fund 1") which are not related persons of the Company.

And according to the 2022 Annual General Meeting of Shareholders of the Company held on April 29, 2022, has resolved to approve the allocation of not exceeding 445,195,375 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 1 ( " AO Fund 1" ) which are not related persons of the Company. Currently, the Company received a waiver from the issuance and offering of new ordinary shares in the amount of not exceeding 445,195,375 shares from the Office of the Securities and Exchange Commission (the "SEC") on June 17, 2022.

Details of summary of the important Terms and Conditions of the newly issued convertible debentures of 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.18/2022 in the amount of Baht 10 million to Advance Opportunities Fund 1 ("AO Fund 1") on August 11, 2022 and the said convertible debentures will mature on August 11, 2025 unless conversion rights are exercised before the maturity date.

Please be informed accordingly.

Sincerely yours,

(Ms.Siriporn Tamenant)

Director and Company Secretary

เลขที่ 18 ซอยสาทร 11 แยก 9 อาคารทีเอฟดี แขวงยานนาวา เขตสาทร กรุงเทพมหนคร 10120

โทรศัพท์: (66) 2676 4031-6, (66) 2676 3836-9 โทรสาร Fax : [phone] http ://www.jck.international ทะเบียนเลขที่ 0107537000475 (เดิมเลขที่ บมจ.294) 18, Soi Sathorn 11 Yeak 9, TFD Building, Yannawa, Sathorn, Bangkok 10120 Thailand.

Tel : [phone] Fax : [phone] http ://www.jck.international Registration No. 0107537000475 (former: BorMorJor.294)

Attachment 1

Summary of the important Terms and Conditions of the newly issued convertible debentures of

JCK International Public Company Limited

Subject Detail	Detail
Issuer of Convertible	JCK International Public Company Limited (the "Company" or "JCK")
Debentures
Type of Convertible	Senior Unsecured Convertible Debentures ("Convertible Debentures")
Debentures
Currency	THB
Total Principal amount	Not exceeding Baht 1,000 million as it can be break down to 4 Tranches as below;
	1. Tranche 1 not exceeding Baht 200 million which is divided in to 40 sets and
	Baht 5.0 million per set
	2. Tranche 2 not exceeding Baht 250 million which is divided in to 25 sets and
	Baht 10.0 million per set
	3. Tranche 3 not exceeding Baht 250 million which is divided in to 25 sets and
	Baht 10.0 million per set
	4. Tranche 4 not exceeding Baht 300 million which is divided in to 15 sets and
	Baht 20.0 million per set
	Note: * The number of debentures and total amount in each tranche including the
	set and value in each set may be changed due to the market situation and
	the necessity of fund required for using at that time.
Conversion Condition	The Company which issued the convertible bond following by Tranche (1-4)
	according to the liquidity of the company. The issuance has to follow the condition
	president which is approval of the SEC and the SET and other regulator including
	condition and conversion of such Convertible Debentures.
	However, the timeframe of the conversion is within 3 years after shareholder's
	meeting approved the issuance. But it can be reconsidered by shareholder if the
	Company would like to extend these matters.
Interest Rate	2.00 percent per annum, provided that the interest will be paid on a quarterly basis from
	the date of issuance
Maturity Period	3 years after the issuance of each Tranche
Payback Condition	Repay in lump sum after each due of specific Tranche according to the term
	and condition of the Convertible Debenture. In such, for each Tranche the
	maturity period is 3 years after the issuance date.
Redeem Rights before	The holders of the Convertible Debentures may or may not have rights to redeem
Due Date	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. The redemption has to be followed by the terms and conditions

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Subject Detail	Detail
	of each set aligned with rules, regulations, laws and/or permissions from related
	authorized Governmental Bodies.
Conversion Ratio	Principle amount of the Convertible Debentures divided by the conversion price
Conversion price	"Conversion Price" will not be lower than 90.00 percent of market price which does
	not in the case the price is lower than the offering price offered pursuant to the
	Notification No. Tor Jor. 72/2558.
	"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 trading days but not exceeding 15 consecutive trading days prior to
	the date that the holders of the Convertible Debentures exercise the right of
	conversion and the weighted Average price is calculated from the trading value
	divided by the trading volume of each consecutive business day (Floating
	Conversion Price). However, in the event that at any period of conversion, the result
	of the conversion price is calculated until the conversion price is lower than the par
	value of the Company's ordinary shares, than can use the said conversion price but
	not less than 0.01 Baht/share, except in the case where the law prohibits the
	Company from issuing shares lower than the par value, therefore the par value of
	the Company's ordinary shares shall be deemed the conversion price. In the event
	that the Company cannot issue underlying shares at a price lower than the par value
	of the Company's shares, the Company shall issue additional compensation shares
	in such a way that the calculation of all shares to be issued at par value is in
	accordance with the conversion price.

Noted:

1. If the Common stock that result from the Debenture Conversion converts with the price that is lower than 90.00 percent of the market price on the exercise date. (The market price on the exercise date is calculated based on the weighted average price of the company's shares on the Stock Exchange of Thailand not less than 7 consecutive business days but not more than 15 consecutive business days before the date that convertible debenture holders exercise their convertible debentures. The weighted average price is calculated from the trading value divided by the trading volume of each consecutive business day.) The company is obliged to prohibit the AO Fund and AO Fund 1 ("investors") to exercise the Debenture Conversion within the period on 1 year after the investors received such stock (Silent Period). In such, after 6 months the investors can sell some of the stock (25.00 percent of the total amount that are prohibited from selling) regarding with the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and

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Subject Detail	Detail
	Procedures Governing the Listing of Ordinary or Preferred Shares Issued for
	Capital Increase B.E. 2558 (2015) dated 11 May 2015 (And the amendment).
	o In case of stock conversion is insufficient, the company will follow the
	guideline in the topic "The event of the Company has to issued new share to
	accomplish the conversion".
Conversion Period	The holder of the Convertible Debentures may exercise their rights of conversion
	of the Convertible Debentures into the Company's common shares until the close
	of business on the date falling 7 days prior to the maturity date of the Convertible
	Debentures.
Number of ordinary	1. 542,606,490 shares (as approved by the Extraordinary General Meeting of
shares reserved for	Shareholders No. 1/2021 on September 23, 2021)
conversion	2. 445,195,375 shares (as approved by the 2022 Annual General Meeting of
	Shareholders on April 29, 2022)
Secondary market for	The Company shall arrange to list the ordinary shares issued after the conversion
ordinary shares issued	of the Convertible Debentures on the Market for the Stock Exchange of Thailand
after conversion	(SET).
Restrictions on transfer of	As this issuance and offering of the Convertible Debentures is considered as an
the Convertible	offering to no more than 10 specific investors within four-month period as
Debentures	specified in the Notification No. Tor Jor. 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 debenture from the transfer by any existing Convertible
	Debentures holders), except by way of inheritance.
The event of the	The Company may register increase in capital to accomplish the conversion by
Company has to issued	the resolution of shareholders meeting or compensate in cash to the Convertible
new share to accomplish	Debentures holder in regard to Term and Condition of Debenture.
the conversion

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