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OFFON

SRI TRANG GLOVES (THAILAND) PUBLIC COMPANY LIMITED

(STGT)
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REPL::Cash Dividend/ Distribution::Mandatory

08/30/2021 | 05:52am EST

No. STGT.CS 015/2021

10 August 2021

Subject: Notification of the Resolution of the Board of Directors Meeting regarding the Interim Dividend Payment, the Establishment of Corporate Governance and Sustainable Development Committee, the Appointment of Company Secretary, and the Entering into Connected Transactions (revised)

To:

President

The Stock Exchange of Thailand / Singapore Exchange

Enclosure:

Information Memorandum of Sri Trang Gloves (Thailand) Public Company Limited Re: the

Entering into the Connected Transactions

The Board of Directors Meeting of Sri Trang Gloves (Thailand) Public Company Limited (the "Company") No. 7/2021, convened on 10 August 2021, resolved to approve the matters as follows.

1. Approved the interim dividend payment from the Company's net profit at the rate of THB 1.25 per share, totally amount of dividend payment is not exceeding THB 3,579,076,762.50, derived from the operating results from 1 April 2021 until 30 June 2021 (Quarter 3/2021) (Separate Financial Statements), which will be paid from the

Company's profits generated by the earnings under BOI privilege that are eligible for withholding tax exemption at the rate of THB 1.00 per share, equivalent to the amount of THB 2,863,261,410.00, and the Company's profits which is subject to withholding tax at the rate of THB 0.25 per share, equivalent to the amount of THB 715,815,352.50. The Company sets the date for determining the names of shareholders who shall be entitled to receive the interim dividend (Record Date) on 24 August 2021.

Shareholders who hold shares in the Company through direct securities accounts with the Central Depository

(Pte) Limited ("CDP") ("Depositors") or persons with shares standing to the credit of their securities accounts with the Depository Agents at 5.00 p.m. (Singapore time) on 24 August 2021 will be entitled to receive the interim dividend. In this regard, the interim dividend will be paid on 7 September 2021.

In addition, the Board of Directors Meeting approved the interim dividend payment which will be paid in December 2021 after the financial statements of Quarter 3/2021 has been approved at the rate of not less than THB 1.25 per share, equivalent to an amount of dividend payment not less than THB 3,579,076,762.50. Such dividend payment is followed the interim dividend payment plan of the Company approved by the Board of Directors Meeting and notified to the Stock Exchange of Thailand on 25 December 2020. The date for determining the names of shareholders who shall be entitled to receive the interim dividend (Record Date) and the payment date of such interim dividend will be further determined by the Board of Directors' Meeting in November.

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  1. Approved the establishment of Corporate Governance and Sustainable Development Committee, consisting of 4 members as follows.
    1. Mr. Vitanath Sinchareonkul - Chairman of Corporate Governance and Sustainable Development Committee
    2. Gen. Bundit Boonyapan - Member of Corporate Governance and Sustainable Development Committee
    3. Miss Jarinya Jirojkul - Member of Corporate Governance and Sustainable Development Committee
    4. Miss Thanawan Sa-ngiamsak - Member of Corporate Governance and Sustainable Development Committee
  2. Approved the appointment of Miss. Kittaya Vuthipadadorn to be the Company Secretary in replace of Mrs. Peerawan Matngammuang, effective on 1 September 2021 onwards.
  3. Approved the entering into the connected transactions, the details of are as follows.
    4.1 The acquisition of land with buildings from Sri Trang Agro-Industry Public Company Limited ("STA"), consisting of 1) the acquisition of land, having an area of 77 rai 3 ngan 71.4 square wah, located at Phaiwat Sub-district, Kanchanadit District, Surat Thani Province, at the purchase price of THB 45.41 million for the purpose of constructing the dormitories for the employees and constructing wastewater treatment pond of Surat Thani factory, and 2) the acquisition of land with buildings, having an area of 191 rai 59.6 square wah, located at Bang Mak Sub-district, Kantang District, Trang Province, at the purchase price of THB 107.26 million, totaling THB 152.67 million for the purpose of supporting the construction of factory for manufacturing rubber gloves in accordance with the capacity expansion project of Trang factory ("Acquisition of Land with Buildings from STA").

  4. The Acquisition of Land with Buildings from STA is classified as an acquisition of the Company's assets transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, 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) (including any amendment thereto) (collectively "Notification on the Acquisition or Disposal of Assets"), with a transaction value calculated based on the Total
    Value of Consideration Basis equivalent to 0.29 percent from the Company's consolidated financial statements for the six months period ending 30 June 2021 which has been reviewed by a certified auditor ("Financial Statements").

The Acquisition of Land from STA, who is a major shareholder of the Company, is also classified as connected transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions (including any 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 Connected Transactions B.E. 2546 (2003) (including any amendment thereto) (collectively, "Notifications on Connected Transactions"). The value of the transaction is THB 152.67 million or equivalent to 0.40 percent of the net tangible asset value of the Company (based on Financial Statements) which is greater than 0.03 percent but less than 3.00 percent of the net tangible asset value. Therefore, the Company is required to obtain the approval from the Board of the Directors' meeting before the entering into the transaction and to disclose the information relating to the transaction to the Stock Exchange of Thailand as shown in the attachment.

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4.2 The acquisition of land from the directors of the Company, namely 1) the acquisition of land from Dr. Viyavood Sincharoenkul, having an area of 2 rai 3 ngan 56 square wah, at the purchase price of THB 2.02 million and 2) the acquisition of land from Mr. Kitichai Sincharoenkul, having an area of 16 rai 56 square wah, at the purchase price of THB 11.30 million, located at Phaiwat Sub-district, Kanchanadit District, Surat Thani Province, with a total purchase price of THB 13.32 million, for the purpose of constructing the dormitories for the employees of Surat Thani factory. ("Acquisition of Land from Directors").

The Acquisition of Land from Directors is classified as an acquisition of the Company's assets transaction under the Notification on the Acquisition or Disposal of Assets, with a transaction value calculated based on the Total Value of Consideration Basis equivalent to 0.025 percent from the Financial Statements.

The Acquisition of Land from Directors, who are the connected persons of the Company, is also classified as connected transaction which are required to combine the transaction value following the Notification on Connected Transactions. The value of the transaction is THB 13.32 million or equivalent to 0.04 percent of the net tangible asset value of the Company (based on Financial Statements) which is greater than 0.03 percent but less than 3.00 percent of the net tangible asset value. Therefore, the Company is required to obtain the approval from the Board of the Directors' meeting before the entering into the transaction and to disclose the information relating to the transaction to the Stock Exchange of Thailand as shown in the attachment.

  1. The disposal of land to STA, having an area of not exceeding 3 rai, located at Phaiwat Sub-district Kanchanadit District, Surat Thani Province, at a total selling price of not exceeding THB 1.50 million, where such area is connected to concentrated latex factory of STA, which currently has plan to expand its capacity in order to support the capacity expansion for manufacturing latex gloves of the
    Company ("Disposal of Land to STA").
    The Disposal of Land to STA is classified as a disposal of the Company's assets transaction under the Notification on the Acquisition or Disposal of Assets, with a transaction value calculated based on the Total Value of Consideration Basis equivalent to 0.003 percent from the Financial Statements.
    The Disposal of Land to STA, which is a major shareholder of the Company, is also classified as connected transaction under the Notification on Connected Transactions. The value of the transaction is THB 1.50 million or equivalent to 0.04 percent of the net tangible asset value of the Company (based on Financial Statements). However, after combining the transactions from the same person or its related person, the total value of transactions is greater than 0.03 percent but less than 3.00 percent of the net tangible asset value. Therefore, the Company is required to obtain the approval from the Board of the Directors' meeting before the entering into the transaction and to disclose the information relating to the transaction to the Stock Exchange of Thailand as shown in the attachment.
  2. The acquisition of land with buildings from Rubberland Products Co., Ltd. ("RBL"), which is a subsidiary of STA, having an area of 29 rai 1 ngan 41.3 square wah with the buildings thereon, located at Phatong Sub-district, Hat Yai District, Songkhla Province, at the purchase price of THB

3

104.56 million, for the purpose of constructing the dormitories for the employees of Hat Yai factory

("Acquisition of Land with Buildings from RBL").

The Acquisition of Land with Buildings from RBL is classified as an acquisition of the Company's assets transactions under the Notification on the Acquisition or Disposal of Assets, with a transaction value calculated based on the Total Value of Consideration Basis equivalent to 0.20 percent from the Financial Statements.

The Acquisition of Land with Buildings from RBL, who is a shareholder of the Company holding 5.44 percent of the Company's total shares with voting rights and having STA as the common major shareholder and RBL is therefore the connected person of the Company, is also classified as connected transaction under the Notification on Connected Transactions. The value of the transaction is THB 104.56 million or equivalent to 0.28 percent of the net tangible asset value of the Company (based on Financial Statements) which is greater than 0.03 percent but less than 3.00 percent of the net tangible asset value. Therefore, the Company is required to obtain the approval from the Board of the Directors' meeting before the entering into the transaction and to disclose the information relating to the transaction to the Stock Exchange of Thailand as shown in the attachment.

The Acquisition of Land with Buildings from STA, the Disposal of Land to STA, and the Acquisition of Land with Buildings from RBL are deemed as the transactions from the same person or its related person. After combining the transaction value with other transactions occurring during the past six months under the Notification on Connected Transactions, the total value of transactions is equivalent to 0.69 percent of the net tangible asset value of the Company (based on Financial Statements) which is greater than 0.03 percent but less than 3.00 percent of the net tangible asset value and is considered as medium size which required to obtain the approval from the Board of the Directors' meeting and to disclose the information relating to the transaction to the Stock Exchange of Thailand.

In this regard, after combining the asset acquisition transactions i.e. the Acquisition of Land with Buildings from STA, the Acquisition of Land from Directors, and the Acquisition of Land with Buildings from RBL with other acquisition transactions of the Company occurring during the past six months, the total value of transactions is equivalent to 1.92 percent of total assets of the Company (based on Financial Statements) and it does not fall under the disclosure requirement of the Notification on the Acquisition or Disposal of Assets. In addition, after combining the asset disposal transaction, namely the Disposal of Land to STA with other disposal transactions of the Company occurring during the past six months, the total value of transactions is equivalent to 0.015 percent of total assets of the Company (based on Financial Statements) and it does not fall under the disclosure requirement of the Notification on the Acquisition or Disposal of Assets.

Please be informed accordingly.

Yours faithfully,

(Miss Thanawan Sa-ngiamsak)

Director and Chief Financial Officer

4

Information Memorandum of Sri Trang Gloves (Thailand) Public Company Limited

Re: The Entering into the Connected Transactions

The Board of Directors' Meeting No. 7/2021 of Sri Trang Gloves (Thailand) Public Company Limited (the "Company") which was held on 10 August 2021 has passed a resolution to enter into the connected transactions, details are as follows:

1. Date, Month, Year when the Transaction Occurred1.1 Acquisition of Land with Buildings from STA

After the completion of conducting a cadastral survey and subdivision of land for issuing a new title deed, the Company will enter into an Agreement to Sell and Purchase the Land with Buildings with STA, which expects to be completed within December 2021.

1.2 Acquisition of Land from Directors

The Company will enter into Agreement to Sell and Purchase the Land with Dr. Viyavood Sincharoenkul and Mr. Kitichai Sincharoenkul, which expects to be completed within December 2021.

1.3 Disposal of Land to STA

After the completion of conducting a cadastral survey and subdivision of land for issuing a new title deed, the Company will enter into an Agreement to Sell and Purchase the Land with STA, which expects to be completed within December 2021.

1.4 Acquisition of Land with Buildings from RBL

The Company will enter into an Agreement to Sell and Purchase the Land with Buildings with RBL, which expects to be completed within December 2021.

2. Related Counterparties and the Relationship

2.1 Acquisition of Land with Buildings from STA

Purchaser: The Company

Seller: STA

Relationship between the Parties

STA is the major shareholder of the Company, holding directly and indirectly shares of the Company in a proportion of 56.18 percent of the Company's total shares with voting rights.

2.2 Acquisition of Land from Directors Purchaser: The Company

Seller: 1. Dr. Viyavood Sincharoenkul

2. Mr. Kitichai Sincharoenkul

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Sri Trang Gloves (Thailand) pcl published this content on 30 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2021 09:51:09 UTC.


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