Origin Property Public : Submission of a registration statement and draft prospectus to the Office of the Securities and Exchange Commission of Thailand for the IPO and listing of Primo Service Solution Public Company Limited's shares on the SET.

Origin Property Public Company Limited

496 Moo 9 Samrong Nuea, Mueang Samut Prakan

Samut Prakan 10270

1 August 2022

No. ORI 12/2565

Subject:	Submission of a registration statement and draft prospectus to the Office of the
	Securities and Exchange Commission of Thailand ("Thai SEC") for the initial public
	offering ("IPO") and listing of Primo Service Solution Public Company Limited's
	shares on the Stock Exchange of Thailand ("SET").
Enclosure:	1. Information Memorandum on the offering of newly-issued ordinary shares in the
	initial public offering (IPO) and the subsequent listing of the shares in Primo
	Service Solution Public Company Limited, a subsidiary of Origin Property Public
	Company Limited, on the Stock Exchange of Thailand (SET)
Attention:	President
	Stock Exchange of Thailand

The Board of Directors Meeting No. 5/2565 of Origin Property Public Company Limited (the "Company"), on 7 July 2022, has resolved to approve the plan on the issuance on offering of newly-issued ordinary shares of Primo Service Solution Public Company Limited("PRI") in the initial public offering (IPO) and the listing of PRI on the Stock Exchange of Thailand ("SET") (the "Spin-offPlan"); under the Spin-off Plan, it is expected that the number of the shares to be offered in the IPO, and to other types of investors shall not exceed 25.00 per cent of the total paid up capital of PRI after the IPO; and to approve the authorization of the Board of Directors, the Board of Directors of PRI, the Executive Committee of PRI, the Chief Executive Officer of PRI, President of PRI, and,/or any person designated by the Board of Directors, the Board of Directors of PRI, the Executive Committee of PRI, the Chief Executive Officer of PRI, the President of PRI, to determine the criteria, conditions, and other details relating to the Spin-off Plan, and to consider and execute relevant documents, as well as to undertake any acts relating to and necessary for the Spin-off Plan for the purpose of the completion of the foregoing undertaking.

Furthermore, in order to comply with relevant regulations of the Securities and Exchange Commission Office (the "SEC Office"), the Company and PRI have already signed non- compete agreement, to set out clear business boundaries between the Company and PRI, and to prevent business operations that may result in a conflict of interest in the future; PRI will disclose the information pertaining to the non-compete agreement in the filing and prospectus.

The issuance and offering of newly-issued ordinary shares of PRI in the IPO and the listing of PRI on SET will result in the dilution of the Company's share holding percentage in PRI and together are classified as an asset disposal transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisitions or Disposals of Assets (including any amendment thereto) 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 Acquisition and Disposition of Assets B.E. 2547 (2004) (including any amendment thereto) (collectively, the "Notifications on Acquisition or Disposal"), having the highest transaction value calculated based on the Net Profit basis, equivalent to 1.09 per cent. And when calculated the Spin-Off Plan based on the total Value of Consideration basis, together with the Company's asset disposal transactions, based on the total Value of Consideration basis,

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Origin Property Public Company Limited

496 Moo 9 Samrong Nuea, Mueang Samut Prakan

Samut Prakan 10270

during the six-month period prior to the date on which the Board of Directors Meeting resolved to approve the Spin-off Plan, the aggregated value will be equivalent to 2.03 per cent., which is lower than 15.00 per cent. Therefore, the transaction is not required to be complied with the Notifications on Acquisition or Disposal. However, as the transaction is of significance to the Company and its shareholders, and to be in accordance with the principle of good corporate governance, the Company, thusly, discloses the information memorandum on the entry into the transaction to the SET.

The details of the Information Memorandum on Disposal of Assets are in Information Memorandum on Disposal of Asset of Origin Property Public Company Limited are as per Enclosure 1.

The Company would like to inform you that, on 27 July 2022, PRI submitted to Thai SEC a registration statement and draft prospectus for the IPO. In connection with the IPO, the Company will continue to be the major shareholder of BRI, holding not less than 75.00% of the paid- up capital of BRI after completion of the IPO; BRI will continue to be the Company's subsidiary.

PRI expects that the initial plan for the utilization of proceeds from the IPO will be as

follows:

1. To be used as capital of the development of business expansion; and/or,
2. To be used as working capital in the business.

The Company will provide further details on PRI's IPO plan at a later time. Investors may review PRI's Registration Statement and draft prospectus submitted to the SEC at www.sec.or.th

Please be informed accordingly.

Sincerely yours,

(Mr. Peerapong Jaroon-ek)

Director and Chief Executive Officer

Authorized Signatory

These materials are for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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(Translation)

Enclosure 1

Information Memorandum on the Offering of Newly-Issued Shares in the Initial Public

Offering and the Listing of Primo Service Solution Public Company Limited,

a subsidiary of Origin Property Public Company Limited on the Stock Exchange of Thailand

The Board of Directors Meeting No. 5/2565 of Origin Property Public Company Limited (the "Company"), on 7 July 2022, has resolved to approve the plan on the issuance on offering of newly-issued ordinary shares of Primo Service Solution Public Company Limited("PRI") in the initial public offering (IPO) and the listing of PRI on the Stock Exchange of Thailand ("SET") (the "Spin-offPlan"); under the Spin-off Plan, it is expected that the number of the shares to be offered in the IPO, and to other types of investors shall not exceed 25.00 per cent. of the total paid up capital of PRI after the IPO; and to approve the authorization of the Board of Directors, the Board of Directors of PRI, the Executive Committee of PRI, the Chief Executive Officer of PRI, President of PRI, and,/or any person designated by the Board of Directors, the Board of Directors of PRI, the Executive Committee of PRI, the Chief Executive Officer of PRI, the President of PRI, to determine the criteria, conditions, and other details relating to the Spin-off Plan, and to consider and execute relevant documents, as well as to undertake any acts relating to and necessary for the Spin-off Plan for the purpose of the completion of the foregoing undertaking.

Furthermore, in order to comply with relevant regulations of the Securities and Exchange Commission Office (the "SEC Office"), the Company and PRI have already signed non- compete agreement, to set out clear business boundaries between the Company and PRI, and to prevent business operations that may result in a conflict of interest in the future; PRI will disclose the information pertaining to the non-compete agreement in the filing and prospectus.

The issuance and offering of newly-issued ordinary shares of PRI in the IPO and the listing of PRI on SET will result in the dilution of the Company's share holding percentage in PRI and together are classified as an asset disposal transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisitions or Disposals of Assets (including any amendment thereto) 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 Acquisition and Disposition of Assets B.E. 2547 (2004) (including any amendment thereto) (collectively, the "Notifications on Acquisition or Disposal"), having the highest transaction value calculated based on the Net Profit basis, equivalent to 1.09 per cent. And when calculated the Spin-Off Plan based on the total Value of Consideration basis, together with the Company's asset disposal transactions, based on the total Value of Consideration basis, during the six-month period prior to the date on which the Board of Directors Meeting resolved to approve the Spin-off Plan, the aggregated value will be equivalent to 2.03 per cent., which is lower than 15.00 per cent. Therefore, the transaction is not required to be complied with the Notifications on Acquisition or Disposal. However, as the transaction is of significance to the Company and its shareholders, and to be in accordance with the principle of good corporate governance, the Company, thusly, discloses the information memorandum on the entry into the transaction to the SET.

In this regard, the Company's Board of Directors, PRI's Board of Directors, and/or PRI's Chief Executive Officer, PRI's President, and/or the person(s) designated by the Company's Board of Directors, PRI's Board of Directors, PRI's Chief Executive Officer, PRI's President, shall consider and determine the details, conditions, and specific portions with regards to the offering of shares pursuant to the Spin-off Plan, as well as consider the flexibility of the offering pursuant to the Spin-off Plan and the capital increase plan as appropriate.

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(Translation)

Enclosure 1

1. Transaction Date

The Spin-off Plan will occur after PRI has received the permission from the SEC Office for the IPO and the permission from the SET to list PRI's ordinary shares, as well as the completion of the conditions as set out in Clause 10.

2. Parties involved and their relationships to the Company

Offeror:	PRI, a subsidiary in which the Company holds 100.00 per cent. of the shares
Purchasers:	At this stage, it is expected that the shares will be offered to the general and
	other types of investors.

3. General characteristics and the transaction size

The Board of Directors Meeting No. 5/2565 of Origin Property Public Company Limited (the "Company"), on 7 July 2022, has resolved to approve the plan on the issuance on offering of newly-issued ordinary shares of Primo Service Solution Public Company Limited("PRI") in the initial public offering (IPO) and the listing of PRI on the Stock Exchange of Thailand ("SET"); in this regard, PRI envisages that it will proceed to submit application to offer the newly-issued ordinary shares in the IPO to the SEC Office within the third quarter of 2022. Upon obtaining the approval from the relevant authorities PRI will list its shares on the SET. PRI envisages that it will offer the newly-issued ordinary shares to the general public and other types of investor, in aggregate, of not exceeding 25.00 per cent. of the total paid up capital of PRI after the IPO.

In this regard, the aforementioned IPO, the offering to other types of investors, will result in a decrease in the Company's shareholding in PRI from 100.00 per cent. to not lower than 75.00 per cent. of the of the total paid up capital of PRI after the IPO; PRI will continue to be the Company's subsidiary.

The transaction is classified as an asset disposal transaction pursuant to the Notifications on Acquisition or Disposal, which when calculating the transaction size from the consolidated financial statements for the three months ended 31 March 2022 and the statement of financial position from the consolidated financial statements as at 31 March 2022 of the Company, which have been reviewed by the auditor, and the consolidated financial statements for the three months ended 31 March 2022 and the statement of financial position from the consolidate financial statements as at 31 March 2022 of PRI, which have been reviewed by the auditor, it is found that the highest transaction size is equal to 1.09 per cent., calculated based on the Net Profit basis. When this transaction is calculated based on the total Value of Consideration basis, together with the Company's asset disposal transactions during the six-month period prior to the date on which the Board of Directors Meeting resolved to approve the Spin-off Plan, the aggregated value will be equivalent to 2.03 per cent., which is the highest transaction size calculated based on every type of calculation. The details of the transaction size calculation are as follows:

Calculation Basis	Calculation Formula
1. Net Tangible Assets (NTA)	= The value of NTA of PRI proportionately disposed(1) /
	NTA under the consolidated financial statements of
	the Company

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(Translation)

Enclosure 1

	=	(223,488,000 x 25%) / 15,051,769,000
	=	0.37%, and when calculated together with the
		Company's asset disposal transactions in the past 6
		months, the aggregated value will be equivalent to
		0.72%
2. Net Profit	=	Net Profit of PRI proportionately disposed(2) / Net
		Profit under the consolidated financial statements of
		the Company
	= (135,624,000 x 25%) / 3,106,805,349
	=	1.09%, and when calculated together with the
		Company's asset disposal transactions in the past 6
		months, the aggregated value will be equivalent to
		1.09%
3. Total Value of	=	PRI's book value(3) x Portions of shares being
Consideration		disposed / Value of total assets under the consolidated
		financial statements of the Company

• (233,420,000 x 25%) / 38,040,229,000
• 0.15%, and when calculated together with the
  Company's asset disposal transactions in the past 6 months, the aggregated value will be equivalent to 2.03%

4. Value of Securities Issued Not applicable as the Company does not issue its

by the Company

securities in exchange of the assets acquired

Remarks:

1. The transaction size will be calculated based on the book value of net tangible assets. The book value of net tangible assets of PRI will be calculated proportionately to the assets disposed by the Company based on the statement of financial position from PRI's consolidated financial statements as at 31 March 2022, which have been reviewed by the auditor.
2. The net profit of PRI is based on the Net Profit for the period of 12 months (2nd Quarter 2021 - 1st Quarter 2022) of PRI, which have been reviewed by the auditor.
3. The total value of consideration is subject to the offering price of PRI shares to be offered I the IPO, which has currently not yet been determined. Therefore, in calculating the total value of consideration, the Company will us the book value of PRI based on the statement of financial position from PRI's consolidated financial statements as at 31 March 2022, which have been reviewed by the auditor.

From the above calculation, the highest transaction size is equivalent to 2.03 per cent. calculated based on the Value of Consideration basis, which is lower than 15.00 per cent. Therefore, the transaction is not required to be complied with the Notifications on Acquisition or Disposal. However, as the transaction is of significance to the Company and its shareholders, and to be in accordance with the principle of good corporate governance, the

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