Panjawattana Plastic PLC.

28 Moo 2, Tumbol Chaimongkol,

Amphur Muang, Samutsakhon 74000

Tel. (66) 02-150-5988, (66) 0-3483-9130-1

Fax. (66) 02-150-5987, (66) 0-3483-9320

Ref: PLC.2022/015

August 15, 2022

Subject

: Capital reduction and registered capital increase, dividend payment, adjustment of the PJW-W1,

amendments to the details of the 2022 AGM of Shareholders; and Schedule for the E-EGM of

Shareholders no.1/2022 (Revised)

To

:

President,

The Stock Exchange of Thailand

The Meeting of the Board of Directors of Panjawattana Plastic Public Company Limited (the Company)

No.7/2022

held on 12 August 2022 has resolved as follows:

  1. Approved to propose to the shareholders' meeting to consider and approve the reduction of the Company's registered capital from 382,719,963.50 baht to 382,718,755.50 baht by means of cutting off 2,416 unallocated ordinary shares at a par value of 0.50 baht per share and amending the Memorandum of Association Clause 4 of the Company to be consistent with the reduce registered capital including authorizing the Board of Directors or a person assigned by the Board of Directors or a director authorized to act on behalf of the Company have the authority to take any action as necessary and in connection with the reduction of the Company's registered capital.
  2. Approved to propose to the shareholders' meeting to consider and approve the dividend payment of ordinary shares to the shareholders of the Company at the rate of 20 existing shares per 1 stock dividend, not exceeding 28,705,256 shares with a par value of 0.50 baht per share, total value not exceeding 14,352,628.00 baht or equivalent to a dividend payment rate of 0.025 baht per share. In the event that any shareholder has a fraction of the existing shares after the stock dividend is allocated, they must pay a cash dividend instead of paying a stock dividend at the rate of 0.025 baht per share and pay cash dividend at the rate of 0.0025 baht per share, a total value not more than 1,435,262.78 baht, totalling to dividend payment of 0.0275 baht per share, a total value not more than 15,787,890.78 baht. The dividend payment is a payment from the retained earnings of the business that is not promoted investment (Non-BOI) in full amount. The dividend recipients are stock dividends and cash will be subject to withholding tax at the rate of 10 percent.
    The dividend payment has been scheduled on 27 October 2022. The right to receive such dividends is uncertain until it is approved by the Extraordinary General Meeting of Shareholders No. 1/2022.

1

Panjawattana Plastic PLC.

28 Moo 2, Tumbol Chaimongkol,

Amphur Muang, Samutsakhon 74000

Tel. (66) 02-150-5988, (66) 0-3483-9130-1

Fax. (66) 02-150-5987, (66) 0-3483-9320

3. Approved to propose to the shareholders' meeting to consider and approve the adjustment of the rights of the warrants to purchase the Company's ordinary shares No. 1 (PJW-W1) because the Company Dividends will be paid in stocks and cash. And according to the terms and conditions of the warrants to purchase ordinary shares of the Company No. 1 ("PJW-W1"), the rights must be adjusted. The details of the adjustment of rights are as follows:

Details

Originally

adjusted to

Exercise price

3.000 baht per share

2.857 baht per share

Exercise ratio of warrants

1 unit per 1 ordinary

1 unit per 1.05 ordinary

share

shares

Number of warrant

191,322,400

191,322,400

Number of registered ordinary shares to

191,322,400

200,899,020

support the adjustment of rights

4 Approved to propose to the shareholders' meeting to consider and approve the increase of the registered capital 19,135,938.00 baht, from 382,718,755.50 baht to 401,854,693.50 baht, by issuing 38,271,876 ordinary shares with a par value of 0.50 baht per share, divided into 14,352,628.00 baht of newly issued ordinary shares, not exceeding 28,705,256 shares to support the dividend payment. and increase the registered capital in the amount of 4,783,310 baht, amounting to not more than 9,566,620 shares to support the adjustment of the warrants to purchase the Company's ordinary shares No. 1 (PJW-W1) and the amendment of the Memorandum of Association Clause 4 of the Company in accordance with the increase of registered capital including authorizing the Board of Directors or a person assigned by the Board of Directors or a director authorized to act on behalf of the Company have the authority to take any action as necessary and in connection with the increase of the Company's registered capital.

5. Approved to propose to the shareholders' meeting to consider and approve the allocation of newly issued ordinary shares of not more than 38,271,876 shares with a par value of 0.50 baht per share to support the dividend payment of the Company's ordinary shares. and support the adjustment of the rights of the warrants to purchase the Company's ordinary shares No. 1 (PJW-W1).

6 Approved to propose to the shareholders' meeting For consideration and approval, it is appropriate to propose to the shareholders' meeting to consider and approve the amendment of the resolutions of the 2022 Annual General Meeting of Shareholders Agenda for Business Restructuring by Partial Business

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Panjawattana Plastic PLC.

28 Moo 2, Tumbol Chaimongkol,

Amphur Muang, Samutsakhon 74000

Tel. (66) 02-150-5988, (66) 0-3483-9130-1

Fax. (66) 02-150-5987, (66) 0-3483-9320

Transfer (PBT) in part of the information of the subsidiary that has been partially transferred which is in the process of being transformed into a public company in accordance with the details as follows:

Information of the former partial business transfer subsidiary

Name :

PJW Auto EV Company Limited ("PJW AutoEV")

(Formerly known as Plastech Lab Co., Ltd.)

Date of incorporation:

1 September 2014

Office location :

The head office is located at 28 Village No. 2, Chaimongkol Sub-

district, Mueang District, Samut Sakhon Province 74000

(In the process of moving the head office to No. 150/62, Village

No. 9, Nong Kham Subdistrict, Sriracha District, Chonburi Province

20110)

registered capital

registered capital 20,000,000 baht divided into 2,000,000 common

and paid-up ::

shares

Par value 10 baht per share

In order to comply with the PBT criteria, PJW AutoEV must

increase its registered capital at least equal to the net asset value

to be transferred on the business transfer date. The Company will

subscribe for the newly issued ordinary shares in full amount.

Shareholder :

Panjawattana Plastic Public Company Limited holds a total of

1,999,997 shares and

3 other natural persons holding a total of 3 shares, a total of

2,000,000 shares

Objectives :

Service to inspect the quantity/standard of all kinds of

products and inspect all types of weighing and measuring

instruments.

Contract manufacturing of plastic parts and molds

including painting services (In the process of adding the

3

PJW Auto EV Public Company Limited ("PJW AutoEV")

Panjawattana Plastic PLC.

28 Moo 2, Tumbol Chaimongkol,

Amphur Muang, Samutsakhon 74000

Tel. (66) 02-150-5988, (66) 0-3483-9130-1

Fax. (66) 02-150-5987, (66) 0-3483-9320

company's objectives)

  • Contract manufacturing of plastic parts used in other industries (In the process of adding company objectives)

Information of the subsidiaries that have been partially transferred change to

Name :

(Formerly known as PJW Auto EV Company Limited)

Date of incorporation:

In process

Office location :

The head office is located at 19,21 Soi Ekachai 63, Khlong Bang

Bon Subdistrict.

Bang Bon District, Bangkok 10150

Branch 1, No. 150/62, Village No. 9, Nong Kham Subdistrict, Si

Racha District, Chonburi Province 20230

registered capital

registered capital 20,000,000 baht divided into 2,000,000 common

and paid-up ::

shares

Par value 10 baht per share

In order to comply with the PBT criteria, PJW AutoEV must

increase its registered capital at least equal to the net asset value

to be transferred on the business transfer date. The Company will

subscribe for the newly issued ordinary shares in full amount.

Shareholder :

Panjawattana Plastic Public Company Limited holds a total of

1,999,984 shares and

16 other natural persons holding a total of 16 shares, totaling

2,000,000 shares (in process)

Objectives :

Service to inspect the quantity/standard of all kinds of

products and inspect all types of weighing and measuring

instruments.

Contract manufacturing of plastic parts and molds

4

Panjawattana Plastic PLC.

28 Moo 2, Tumbol Chaimongkol,

Amphur Muang, Samutsakhon 74000

Tel. (66) 02-150-5988, (66) 0-3483-9130-1

Fax. (66) 02-150-5987, (66) 0-3483-9320

including painting services

    • Contract manufacturing of plastic parts used in other industries
  1. Approved to set the date for the Extraordinary General Meeting of Shareholders No. 1/2022 to be on September 30, 2022 at 1:00 PM. through electronic meeting (E-EGM) only. The agenda for the meeting is as follows:
    Agenda 1 To consider and certify the minutes of the 2022 Annual General Meeting of Shareholders
    Agenda 2 To consider and approve the reduction of the Company's registered capital in respect of unallocated shares for the exercise of warrants to purchase the Company's ordinary shares No. 1 (PJW-W1) and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the reduction of registered capital
    Agenda 3 To consider and approve the interim dividend payment as stock dividends and cash from the retained earnings of the company
    Agenda 4 To consider and approve the adjustment of the rights of the warrants to purchase the Company's ordinary shares No. 1 (PJW-W1)
    Agenda 5 To consider and approve the increase of the Company's registered capital to support the stock dividend payment and to accommodate the adjustment of the warrants to purchase the Company's ordinary shares No. 1 (PJW-W1) and the amendment of Clause 4 of the Company's Memorandum of Association to be consistent with the increase of registered capital
    Agenda 6 To consider and approve the allocation of newly issued ordinary shares to support the payment of stock dividends and to support the adjustment of warrants to purchase the Company's ordinary shares No. 1 (PJW-W1)
    Agenda 7 To consider and approve the amendment of the details of the 2022 Annual General Meeting of Shareholders Agenda for business restructuring by partial business transfer
    Agenda 8 Consider other matters (if any)
  2. Resolution to approve the date on August 31, 2022 as the date to determine the names of shareholders who will be eligible to attend the Extraordinary General Meeting of Shareholders No. 1/2022
  3. Resolved to approve October 11, 2022 as the date to determine the list of shareholders who will be entitled to receive interim dividends as stock dividends and cash

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Panjawattana Plastic pcl published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 13:02:54 UTC.