Singer Thailand Public : Sale of claims on non-performing loans of the Company

H.T. /SET/012/2022

June 28, 2022

Subject	Sale of claims on non-performing loans of the Company
To	President
	The Stock Exchange of Thailand

Singer Thailand Public Company Limited ("the Company") would like to inform that the Board of Directors Meeting No. 251, convened on June 27, 2022, had resolved to allow the Company to organize an auction for the purchase of claims on non-performing loans in the category of Ex-employee receivable cases by means of a sealed-bid open auction. The Company opened the sealed envelopes on June 28, 2022, and the winning bidder is the JMT Network Services Public Company Limited (JMT).

Such investment is deemed as the acquisition of assets transaction in accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008 and its amendments, 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. 2004 dated 29 October 2004 ("Notification on Acquisition and Disposal"). When calculating the size of the transaction pursuant to the Notification of acquisition or disposal of assets, the transaction size is less than 15% of the total assets of the Company as of 30 March 2022, and in the past 6 months, the Company has not made any transaction to acquire assets of listed companies. Therefore, the Company is not obliged to prepare information disclosure of the Company's asset disposal to the Stock Exchange of Thailand.

JMT, the company that is the winner of the auction, is considered a person who is related to the Company because both of them have the same major shareholder. Therefore, the said transaction is considered a connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 Re: Rules on Connected Transactions dated 31 August B.E. 2551 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 Connected Transactions B.E. 2546 dated 19 November 2003 ("Notification on Connected Transaction"). When calculating the transaction, the size of each transaction is greater than 0.03% but not more than 3% of the net tangible asset value as of 30 March

2022 with details as follows:

1. Date Month Year of Transaction

30 June 2022 (The contract date for purchase and sale of claims for non-performing loans)

2. Relevant Parties and Relationship with Listed Company

Seller:	Singer Thailand Public Company Limited
Purchaser:	JMT Network Services Public Company Limited

Relationship with Listed Company: JMT is a legal entity with the person associated with the Company since the Jay Mart Public Company Limited, which holds 25.57 percent of the Company's total paid-up shares, is a major shareholder of JMT and holds 53.40 percent of JMT's total issued shares.

1. Natures and Details of Transaction
   The Company intends to dispose of the claims on non-performing loans in the category of Ex-employee receivable cases by means of a sealed-bid open auction, and the winning bidder will assume the right to be a creditor on behalf of the Company to continue to exercise the claim against the debtor. The winning bidder is JMT, who offers to purchase the non-performing loans, which is the highest bid price.
2. Total value and criteria which have been used to determine the total value of the transaction, the total value of consideration, and terms of payment
   The total value of the non-performing loans in the category of Ex-employee receivable
   cases is 280.79 Baht. JMT shall pay the purchase price by cash, divided into two instalments equally: 1st instalment shall be made on the contract date which is 30 June 2022; and, 2nd instalment shall be made upon completion of the delivery all documents.
3. Natures and scope of interests of connected persons in agreeing to enter into the connected transactions
   JMT is a legal entity with the person associated with the Company due to the same major shareholder, namely Jay Mart Public Company Limited, which holds 25.57 percent of the Company's total paid-up shares and holds 53.40 percent of the total paid-up shares of JMT.
4. Details of Connected Transaction
   JMT's major shareholder is also the Company's major shareholder, therefore, it is considered as a connected person with the Company according to the Notification on Connected Transaction. Nonetheless, when calculating the transaction according to the Notification, the size of the transaction is less than 3% of the Company's net tangible assets.
5. Opinion of the Board of Directors on entering into the transaction
   The Board of Directors has unanimously approved this transaction. According to careful consideration, it can be considered that the transaction is reasonable, also, it is in the best interest of the Company. This is to reduce the risk of being unable to track non-performing loans, as well as, organizing to open an auction to determine the purchase price in general. The Company, therefore, receives compensation at an appropriate rate.

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8. Opinion of Director and/or Audit Committee that differs from the Opinion of the Board of Director

No member of the Audit Committee has any different opinion from the opinion of the Board of Directors.

The interested directors have not attended the meeting nor exercised their voting in favor of the disposal of claims on non-performing loans in the category of Ex-employee receivable cases.

Please be informed accordingly

Yours sincerely,

Mr. Kittipong Kanokvilairat

Chief Executive Officer

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