Super Energy Public : Resolution of the Board of Directors' Meeting No. 5/2022 Disposal of subsidiary ordinary shares, Acquisition of other company shares and the capital increase of a subsidiary

Ref: Bor Jor. 013/2022

June 20, 2022

Subject: Resolution of the Board of Directors' Meeting No. 5/2022

Disposal of subsidiary ordinary shares, Acquisition of other company shares and the capital increase of a subsidiary

To: President

The Stock Exchange of Thailand

Attachment:

1. Information regarding to the Disposition of Assets of Super Energy Corporation Public Company Limited

Super Energy Corporation Public Company Limited (the "Company") would like to inform that the resolution of Board of Directors' Meeting of the Company No.5/2022 held on June 17,2022 as follow:

1. Approved the Disposal of ordinary shares of Super Green Mining Company Limited (SGM), which is a direct subsidiary of the Company to Asia Precision Public Company Limited (APCS) amounted to 13,599,998 shares or 100% of the total shares of SGM with the total transaction value of 66 million Baht.

SGM was formerly known as Super Earth Energy 3 company Limited ( SEE3) registered to change the name on January 7,2022 was operating the business of trading, mining, and digital asset exchange.

The Transaction is considered as the acquisition of assets as prescribed in Notification of the Capital Market Supervisory Board No. Tor Chor. 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 Securities Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, B.E. 2547 ( Including additional amendments) ("Notification of Acquisition and Disposal of Assets").

The calculation of the transaction size according to the announcement of the acquisition or disposal of assets. The maximum value of the transaction is 0.36% based on net tangible asset basis referencing the consolidated financial statements as of March 31, 2022. When combined with acquisition of assets of the same class within the past 6 months before the Company's Board of Directors approved the transaction, the total transaction size valued at 21.10% based on Net Operating Profit basis. the Company's consolidated financial statement as of March 31, 2022, which is higher than 15% and less than 50%. This

Page 1 / 3

transaction is deemed as Class 2 transaction according to the Acquisition or Disposition Notifications, which requires the Company to disclose information memorandum on the transaction to the Stock

Exchange of Thailand (the "SET") and send the information memorandum to the shareholders of the Company within 21 days from the date of such information disclosed to the SET and the disposal of SGM is not a connected transaction and after the disposal of ordinary shares of SGM, SGM ceases to be subsidiary of the Company. To comply with the rules of the announcement of the acquisition or disposal of assets The company would like to submit information about the disposal of assets of the company. The details of this transaction have been described in the attachment 1.

1. According to the Board of Directors Meeting No. 4/2022, held on May 12,2022 to approve the purchase of ordinary shares of Asia Precision Public Company Limited or (APCS), which is a listed company on the Stock Exchange of Thailand. in the proportion of holding 13.67% of the total shares of APCS with a total transaction value of not more than 625.26 million baht. The calculation of the transaction size according to the announcement of the acquisition or disposal of assets. The maximum value of the transaction is 1.53% based on net tangible asset basis referencing the consolidated financial statements as of December 31, 2021. When combined with acquisition of assets of the same class within the past 6 months before the
   Company's Board of Directors approved the transaction, the total transaction size valued at 7.15% based on net tangible asset basis, which is size less than 15%. The aforesaid transaction is not classified as a transaction under the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and it is not a connected transaction.
   Although the Company has disposal of ordinary shares of SGM to APCS refer to Clause 1 , the Company still has interest in the business. The Board of Directors therefore approved the purchase of ordinary shares of APCS in the proportion of holding 13.67% of the total shares of APCS.
   After the Company purchases ordinary shares of APCS, the Company will send one representative of the Company to be a director of APCS. The Company has no objective in managing the business, financial management and policy of APCS, it resulted in no significant influence on APCS.
2. Approved for Super Solar Hybrid Company Limited (SSH) to increase capital by an amount not exceeding 100,000,000 Baht by new ordinary shares no more than 1,000,000 sharesfrom the original registered capital of 500,000,000 Baht to a new registered capital no more than 600,000,000 Baht at the par value of 100 baht per shareand approve Super Energy Group Company Limited (SEG), a subsidiary of the Company, to increase its capital in SSH in proportion to its original shareholding. The details are as follows.

Page 2 / 3

Structure of Shareholder's before and after the capital increase.

	List of shareholders in			Before the capital increase			Capital increase				After the capital increase
			No. of						No. of							No. of
	SSH					( % )					( % )						( % )
			shares					shares						shares
	Super Energy Group			4,999,998			100			1,000,000				100			5,999,998			100
	Company Limited (SEG)
	2 minority shareholders	2		Less than 0.01	-				-		2		Less than 0.01
	Total			5,000,000			100			1,000,000				100			6,000,000			100
	Register capital (Baht)	500,000,000		100,000,000			600,000,000
	Paid-up capital (Baht)	500,000,000		100,000,000			600,000,000

It is an additional investment in proportion to the existing shareholders do not have to calculate the size of the Acquisition in accordance with the rules of the Acquisition or Disposition of Assets.

Please be informed accordingly.

Yours Sincerely,

(Mr. Jormsup Lochaya)

Chief Executive Officer

Page 3 / 3

Attachment 1

Information regarding to the Disposition of Assets of Super Energy Corporation Public Company Limited

The Disposal of ordinary shares of Super Green Mining Company Limited

1. Date of the Transaction

On June 17, 2022, which is the date when approval was obtained from the Board of Directors of Super Energy Corporation Public Company Limited (the "Company") No. 5/2022.

2.	Involved Parties and Relationship with the Company
	Seller	Buyer	Relationship with the Company
	Super Energy Corporation Public	Asia Precision Public Company	The Buyer and the Seller do not have
	Company Limited (the Company)	Limited (APCS)	any relationshipwhich shall cause to
	or (SUPER)		be considered as connected persons
			pursuant to the Notification of the
			Capital Market Supervisory Board No.
			Tor Chor. 21/2551 Re: Rules on
			Connected Transactions 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.

3. Transaction Characteristics

The Company will dispose of ordinary shares of SGM to APCS amounted to 13,599,998 shares or 100% of

the total shares of SGM with the total transaction value of 66 million Baht.

After the disposal of ordinary shares of SGM, SGM ceases to be subsidiary of the Company. The structure of shareholder before and after the transaction is as follows:

	List of SGM's Shareholders			Type of Share			Before				After
					No. of shares			Portion			No. of shares			Portion
1	Super Energy Corporation Public		Common Share	13,599,998			100.00%		-		0.00%
Company Limited
2	Mr. Jormsup Lochaya		Common Share	1		0.00%		-		0.00%
3	Lochaya Law Office Company Limited		Common Share	1		0.00%		-		0.00%
4	Asia Precision Public Company Limited		Common Share	-			0.00%		13,599,998		100.00%
5	Advance Web Studio Company Limited		Common Share	-			0.00%		1		0.00%
6	Mrs. Pimparuda Pitakteeratham		Common Share	-			0.00%		1		0.00%
	Total					13,600,000			100.00%			13,600,000			100.00%

Page 1 / 7

Attachment 1

In this regard, the Buyer will pay the consideration on the day the transaction is completed. which the company expects to complete By June 2022

4. Summary of key terms in the Share Purchase Agreement

The Company will sign the Share Purchase Agreement between the Company and the Buyer with summary

of key terms in the Share Purchase Agreement as follow:

Signing Date	June 30, 2022
Key Conditions	Buyer
Precedent	Must be approved by the Board of Directors and/or Shareholders (if any) of the Buyer
	as required by relevant laws including the rules and regulations of the Stock Exchange
	of Thailand as follow:
	− Signing this Agreement including included the transactions as stipulated in
	the Agreement
	− Purchase and transfer of traded shares from the Sellers
	− Any other actions to perform the Buyer's obligations under this Agreement
	and to complete the purchase
	However, after the Buyer has been approved, the Buyer must submit the resolutions
	of the Board of Directors and/or Shareholders' meeting (if any) and/or the news that
	has been notified to the Stock Exchange of Thailand which has a resolution to
	approve to the Seller within 7 days from the date of the resolution of the board of
	directors and / or shareholders (if any) of the Buyer.
	Seller
	1. Must be approved by the Board of Directors and/or Shareholders (if any) of
	the Seller as required by relevant laws including the rules and regulations of
	the Stock Exchange of Thailand as follow:
	−	Signing this Agreement including included the transactions	as
		stipulated in the Agreement
	− Purchase and transfer of traded shares from the Buyer
	−	Any other actions to perform the Seller's obligations under	this

Agreement and to complete the purchase

However, after the Seller has been approved, the Seller must submit the resolutions of the Board of Directors and/or Shareholders' meeting (if any) and/or the news that has been notified to the Stock Exchange of Thailand which has a

Page 2 / 7