Sabuy Technology Public : The investment in a new company, the investment in Blue Parking Company Limited, the investment in Kumo Company Limited by SABUY Infrastructure Company Limited, and the establishment of a subsidiary. (Revision)

(Translation)

SABUY 032/2022

Date June 21, 2022

Subject The investment in a new company (the "Joint Investment"), the investment in Blue Parking Company ("BPARK") Limited, the investment in Kumo Company Limited ("KUMO") by SABUY Infrastructure Company Limited, and the establishment of a subsidiary (Revision 1).

To President

The Stock Exchange of Thailand

Enclosure

1. Information Memorandum on Acquisition of Assets (Schedule 1)

SABUY Technology Public Company Limited (the "Company") wishes to inform that the Board of Directors of the Company No. 11/2022 on 21 June 2022 as the following:

1. The investment in a new company (the "Joint Investment Company"), which its name will later be determined, with a registered capital of THB 1,000,000, separated into 100,000 ordinary shares, with a par value of THB 10 per share. The Company and myHR Corporation Limited ("myHR") will respectively hold 51 percent and 49 percent of the registered capital of the Joint Investment Company, which will operate a human resource management business, which is a process for managing personnel in the so that personnel can perform their duties at maximum efficiency as well as the development of personnel to have more potential for more efficient operation and success of the organization. Company will make the payment at the amount of not exceeding THB 510,000 (the
   "Establishment of Joint Investment Company Transaction").
2. The investment in Blue Parking Company Limited ("BPARK") by purchasing the newly issued ordinary shares of BPARK in the amount of no more than 71,865 shares or equivalent to 30 percent of BPARK registered capital after the issuance of new ordinary shares. BPARK operates the cloud parking management system that connects service users and parking service providers together by finding partners with parking spaces and develop the area by installing innovative intelligent parking management systems, including automatic license plate recognition, barriers in parking spaces, etc. Company will make the payment at the amount of not exceeding 7,186,500 baht to BPARK (the
   "BPARK Transaction").
3. The investment of SABUY Infrastructure Company Limited ("SABUY Infra"); a wholly owned subsidiary of the Company, by purchasing the ordinary shares of KUMO Company Limited ("KUMO") in the amount of no more than 100,000 shares at par value of 100 baht per share (equal to paid up capital

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of 10,000,000 baht), or equivalent to 100 percent of KUMO registered capital. KUMO is the service provider of Cloud Hosting. SABUY Infra will make the pament at the amount of not exceeding 10,000,000 baht to shareholders of KUMO in cash ("KUMO Transaction")

4. The establishment of SABUY Wash Company Limited. The Company shall hold 99.99 of the shares with the details as the following

Established	SABUY Wash Company Limited ("SABUY Wash")
company	Authorize the CEO of the Company to register the company with appropriate name
	and as approved by the office of registrar.
Company	230 Bang Khun Thian-Chaithale Road, Samae Dam Subdistrict, Bang Khun Thian
Address	District, Bangkok
Capital	With	registered	and	paid-up	capital	of 5,000,000 Baht,	divided
	into 500,000 ordinary shares with a par value of 10 baht per share.
Objectives	To conduct business in self-service laundry and to accommodate future investment
	by partner(s)
Shareholder	SABUY Technology Public Company Limited hold 99.99 percent of total shares.
	The remaining shares will be held by individual representing the Company as
	required by law.
Director and	Authorize the Company CEO to manage and appoint the directors as appropriate,
Authorized	but in any case, the maximum number of directors is 4.
Director
Source of funds	Internal cash flow, loans from financial institutions.

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Please be informed accordingly.

Sincerely yours,

SABUY Technology Public Company Limited

Ms. Duangruthai Sriwarom

Company Secretary

Authorized Person for Information Disclosure

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Attachment 1

Information Memorandum on Acquisition of Assets

of Sabuy Technology Public Company Limited (List 1) (Revision 1)

According to the Board of Directors Meeting No. 11/2022 of Sabuy Technology Public Company limited (the "Company") held on June 21, 2022, the Board of Directors passed the resolution to acquire asset as the following:

1. The investment in a new company (the "Joint Investment Company"), which its name will later be determined, with a registered capital of THB 1,000,000, separated into 100,000 ordinary shares, with a par value of THB 10 per share. The Company and myHR Corporation Limited ("myHR") will respectively hold 51 percent and 49 percent of the registered capital of the Joint Investment Company, which will operate a human resource management business, which is a process for managing personnel in the so that personnel can perform their duties at maximum efficiency as well as the development of personnel to have more potential for more efficient operation and success of the organization. Company will make the payment at the amount of not exceeding THB 510,000 (the "Establishment of Joint Investment Company Transaction").
2. The investment in Blue Parking Company Limited ("BPARK") by purchasing the newly issued ordinary shares of BPARK in the amount of no more than 71,865 shares or equivalent to 30 percent of BPARK registered capital after the issuance of new ordinary shares. BPARK operates the cloud parking management system that connects service users and parking service providers together by finding partners with parking spaces and develop the area by installing innovative intelligent parking management systems, including automatic license plate recognition, barriers in parking spaces, etc. Company will make the payment at the amount of not exceeding 7,186,500 baht to BPARK (the "BPARK Transaction").
3. The investment in Sabuy Infrastructure Company Limited ("SABUY Infra"), a 100% subsidiary, will purchase ordinary shares of Kumo Reccon Company Limited ("KUMO") as a contributor Cloud Hosting service not more than 100,000 shares, par value not more than 10,000,000 baht or 100 baht per share, equal to the par value. or equal to 100 percent of the total paid-up capital, whereby SABUY Infra will pay compensation in the amount of not more than Baht 10,000,000 to the existing shareholders of KUMO in full cash ("KUMO transaction").

The aforementioned transactions are considered as an asset acquisition transaction of the Company according to 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 Disposal of Assets B.E.2547 (2004), and Notification of Capital Market Supervisory Board No. Tor Jor. 20/2551 Re: Rules on Entering into material Transactions Deemed as Acquisition or Disposal of Assets ("Acquisition and Disposal of Assets Notifications"). The size of each transaction calculated from the consolidated financial statements of the Company that have been reviewed by a certified public accountant ending March 31, 2022. The transaction size are as the following:

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Attachment 1

1. The maximum transaction size of Establishment of Joint Investment Company Transaction is 0.01 percent based on Total Value of Consideration criteria.
2. The maximum transaction size of BPARK Transaction is 0.13 percent based on Total Value of Net Tangible Assets
3. The maximum transaction size of BPARK Transaction is 0.46 percent based on Total Value of Net Tangible Assets

Whereas, the overall aggregated size of the asset acquisition transaction in the past 6 months of the Company and all the asset acquisition transactions stipulated in this Information Memorandum is equal to 49.79 percent based on Net Profit from Operation criteria. The size of the transaction is higher than 15 percent but lower than 50 percent. As a result, the Company is obliged to disclose information about the transaction to the Stock Exchange of Thailand ("SET") immediately. The information must be at least according to Schedule (1) attached to the announcement of the Acquisition or Disposition of Assets and to inform the shareholders in terms of written documents within 21 days from the date that the information memorandum is disclosed to the SET.

However, when considering the size of the cumulative transactions for the past 6 months until 20 June 2022 and the items approved at the same time this time deducted from the size of the transaction that the company. The circular letter has been sent to the shareholders, as detailed as disclosed to the SET on May 23, 2022, the transaction size is based on the 1.03 percent consideration value criteria, which is not yet 15 percent. The circular letter must be sent to the shareholders of the Company within 21 days.

The aforementioned transactions are not connected transactions as the counter parties of the transactions are not connected person of the Company. According to the Announcement of the Capital Market Supervisory Board No. Tor. Jor. 21/2551 Re: Rules on Connected Transactions dated August 31, B.E.2551

(2008) (and as amended), and 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 B.E.2546 (2003) dated November 19, B.E.2546 (2003) (and as amended) ("Connected Transaction

Notifications")

The Company would like to inform the details of acquisition of assets abovementioned as follow:

1. Transaction Date

1.1 Establishment of Joint Investment Company Transaction

Subsequent to Board of Directors Meeting No. 11/2022 which held on June 21, 2022 with the resolution approving the Transaction, the Company is expected to enter into Joint Venture Agreement with the myHR within June 2022 and the closing of the Transaction to be within July 2022 or as mutually agreed by both parties, but in any case, subsequent to the completion of condition precedent as stipulated in the Joint Venture Agreement or is waived or consented by other party and with completion of all procedure and processes required by the Joint Venture Agreement.

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