บริษัท ไบโอ กรีน เอ็นเนอร์ยี่ เทค จ ำกัด (มหำชน)

BIO GREEN ENGERGY TECH PUBLIC COMPANY LIMITED

เลขที่ 153 มำโณทำวเวอร์ สุขุมวิท 39 (ซอยพร้อมพงษ์)ถนนสุขุมวิท แขวงคลองตันเหนือ เขตวัฒนำ กรุงเทพมหำนคร

____________________________________________________________________________________________________

Ref. SET 027/2565

June 24, 2022

Subject

Partial Acquisition of assets from Matter Oil Synergy Holding Co., Ltd.

Attention President

The Stock Exchange of Thailand

Bio Green Energy Tech Public Company Limited (the "Company") would like to inform you that the Board of Directors of the Company No.5/2565 held on 24 June 2022 resolved that Bio Energy Tech Holding ("BETH"), the Company's subsidiary which the Company hold 100 percent of shares, to acquire partial of assets from Matter Oil Synergy Holding Co., Ltd. ("MOS") (registered on 27 December 2021), consisted of lands, buildings, machines and equipment using in the operation of Bio Diesel production, including raw material (stock) and a Sales and Purchase Agreement ("Assets"), and the aforesaid Assets have been completely acquired from the previous owner by MOS. The Company shall acquire such Assets by means of shares acquisition of MOS' shares through the Entire Business Transaction from Matter Oil Synergy Holding Co., Ltd. ("MOSH") (registered on 27 December 2021) which holds 9,998 shares, equivalent to 99.98 percent of the issues shares in MOS, under the terms and conditions of Entire Business Transaction Agreement between BETH and MOSH (Acquisition Transaction). This Acquisition Transaction is the acquisition of assets by way of entire business acquisition, consisted of assets, debts and obligations according to the agreement and entire of employees which is different from the entire business acquisition of Global Bio Power Holding (GBP) that the Company had disclosed to the Stock Exchange of Thailand previously.

MOS is engaged in the business of manufacturing and sales of the products made from Biodiesel produced from palm oil, its production capacity of biodiesel oil is approximately at 200,000 litre per day, located in Chumpohn Province, and it is the main biodiesel manufacturer in southern of Thailand. This Acquisition Transaction shall lead to the increase of manufacturing capacity and increase in the sales of the Company's biodiesel, enhancing better performance results sustainably. The Company shall be able to promptly recognize revenue and profits in the consolidated financial statements of the Company upon the completion of the Acquisition Transaction. This also supports the synergy of palm business of the Company in various fields, such as diversifying operational risks and enhancing bargaining power in purchasing raw materials, etc.

The Company had audited the business and assets transferred (Due Diligence) by the Financial Advisor whose name listed with the Securities and Exchange Commission of Thailand, by means of the Discounted Cash Flow

บริษัท ไบโอ กรีน เอ็นเนอร์ยี่ เทค จ ำกัด (มหำชน)

BIO GREEN ENGERGY TECH PUBLIC COMPANY LIMITED

เลขที่ 153 มำโณทำวเวอร์ สุขุมวิท 39 (ซอยพร้อมพงษ์)ถนนสุขุมวิท แขวงคลองตันเหนือ เขตวัฒนำ กรุงเทพมหำนคร

____________________________________________________________________________________________________

Approach as the evolution of assets acquisition as the guidance in negotiating the price. The value of the aforesaid Acquisition Transaction, calculated in pursuant to the notifications of the Capital Market Supervisory Board Securities of Thailand, the value size is equivalent to 12.6 percent of the total assets of the Company which its transaction size is lower than 15 percent of the total assets of the Company (according to the total value of consideration criteria that was used to obtain the maximum value of the transaction). And according to the calculation of transaction size during the past 6 months in aggregate is at 13.0 percent of the Company's total assets which the transaction size is lower than 15 percent of the Company's total assets (according to the total value of consideration criteria that was used to obtain the maximum value of the transaction). Therefore, the aforesaid transaction shall not deem as the information which shall be reported according to the acquisition and disposal of assets as defined in the notification of the Stock Exchange of Thailand Re: Disclosure of Information and Acts of Listed Companies in Acquisition dispose of assets B.E. 2547 (as amended). In addition, such transaction is not considered as a connected transaction.

In purchasing the raw materials for the biodiesel manufacturing operation by the Company in the future, may be made to several suppliers which includes the companies of the company's major shareholder group which will result in entering into connected transaction. Since the Company has set the policy in regard to the procurement and related transactions policy in accordance with good corporate governance under the announcement of the Board of Directors in the Capital Market Supervisory Board TorJor. 21/2551 Re: Criteria for conducting the Connected Transaction, in the event that, a connected business transaction occurs, such transactions shall be subject to the normal commercial terms of the business and Transactions with outsiders (Arm's Length Basis).

The aforesaid acquisition had been completed on 27 July 2022.

Please be informed accordingly,

Yours faithfully,

(Mr. Chanet Phenjati)

President

Executive Office (Company Secretary: rotjana@bioenergy-tech.com)

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Bio Green Energy Tech pcl published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2022 06:16:04 UTC.