Thai Rubber Latex Public : Appointing directors and approval for a conversion of debt to equity of Latex Systems Public Company Limited

August 11, 2022

Subject : Appointing directors and approval for a conversion of debt to equity of Latex Systems Public Company Limited

To :President,

The Stock Exchange of Thailand

Attachments : Information Concerning Acquisition of Assets and Connected Transaction

The Board of Directors' Meeting No.4/2022 of Thai Rubber Latex Group Public Company Limited ("the Company") held on August 8, 2022 has resolved as follows:

1. Appointing new Audit Committee to replace expired directors.

- Mr. Surabhon Kwunchaithunya Audit Committee Effective since August 11, 2022

2. Approval for a conversion of debt to equity of Latex Systems Public Company Limited According to the resolution of the Board meeting, the Board approved the Company to enter

into the transaction of conversion of loan at the amount of not over than Baht 111,110,000 (one hundred eleven million one hundred and ten thousand) to newly issued ordinary shares of Latex Systems Public Company Limited not exceeding 222,220,000 (two hundred twenty-two million two hundred and twenty thousand) shares at the price of Baht 0.50 (Satang 50) per share which equivalent to the total price of not over than Baht 111,110,000 (one hundred eleven million one hundred and ten thousand). Please refer to Information Concerning Acquisition of Assets and Connected Transaction for further information.

Please be informed accordingly,

Truly yours,

(Mr. Pattarapol Wongsasuthikul)

Chief Executive Officer

Information Concerning Acquisition of Assets and Connected Transaction

According to the resolution of the Board of Directors of Thai-Rubber Latex Corporation (Thailand) Public Company Limited ("Company" or "TRUBB") No. 4/2565 on 11 August 2022, the Board of Directors passed a resolution to purchase shares of Latex Systems Public Company Limited ("LS"). Currently, the Company is holding 18% of the issued and paid-up shares of LS. The Company is planning to enter into a transaction of converting loan under the promissory note to ordinary shares of LS at the amount not exceeding 222,220,000 (two hundred twenty-two million, two hundred and twenty thousand) shares at total price of not exceeding Baht 111,110,000 (one hundred eleven million, one hundred and ten thousand). This transaction is considered as an acquisition of assets 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, 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 2004 (collectively "Notifications on Asset Acquisition and Disposal"), Connected Transactions according to the Notification of the Capital Market Supervisory Board No. TorChor. 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 2003 (collectively "Notifications on Connected Transactions"). After the transaction, the Company will hold not more than 52% of the issued and paid-up shares of LS as detailed below;

1. Date of entering into transaction
   Upon the approval from the Board of Directors Meeting and Extraordinary General Meeting of Shareholders of LS which will be held within September 2022, the transaction is expected to be completed by the third quarter of 2022.
2. The parties involved
   TRUBB and LS have a group of connected persons as detailed below;

TRUBB		LS	Relationship
Mr. Vorathep Wongsasuthikul	Mrs. Patumporn Trivisvavet	Mr. Vorathep Wongsasuthikul's
• Chairman of the board	•	Managing Director	daughter
of directors	•	Shareholder 10%
• Chairman of the
Ms. Chalongkwan Wongsasuthikul	Mr. Vorathep Wongsasuthikul's
executive director	•	Shareholder 2.09%	daughter
	Mr. Pattarapol Wongsasuthikul	Mr. Vorathep Wongsasuthikul's son
	•	Shareholder 2.09%
	Mrs. Thippawan Suttathipkul	Mr. Vorathep Wongsasuthikul's wife
	•	Shareholder 3%

		Mr. Kowit Wonsasuthikul	Mr. Vorathep Wongsasuthikul's son
		•	Shareholder 1.99%
Mr. Paiboon Worrapratheep	Ms. Ummarut Limwannawong	Mr. Prawit Worrapratheep's wife and
• Vice chairman of the	•	Shareholder 10%	Mr.Paiboon Worrapratheep's
	Board of Directors			daughter in law
Mr. Prawit Worrapratheep
•	Director
Mr. Pasitpol Temrittikulchai	Mrs. Nuanruedee Krittayanukool	Mrs. Nuanruedee Krittayanukool's
•	Director	•	Shareholder 8%	son and TRUBB's director

3. General information of transaction

LS financial situation has been adversely affected by the rubber beds and pillows market fluctuation, the trade war in China, and the COVID-19 Pandemic. Based on LS financial statement as of December 31, 2021, LS has total liabilities at Baht 965,650,004. TRUBB is the only one large creditor of LS. According to the promissory note, LS owes TRUBB Baht 166,000,000 at annual rate of 4%. Therefore, it is necessary for LS to restructure its debt in order to reduce the outstanding amount and pay dividend shortly.

The conversion of debt to equity would help reducing long-term debt liability and interest liability at the amount of baht 6,640,000 per year. In addition, it would increase the business liquidity, the ability to compete in rubber beds and pillows industry, and the ability to pay dividend. In this transaction, TRUBB, LS's large creditor, is planning to convert loan at the amount of Baht 111,110,000 (one hundred eleven million, one hundred, and ten thousand) to newly issued ordinary shares not exceeding 222,220,000 (two hundred twenty-two million, two hundred and twenty thousand) shares at the price of Baht 0.50 (Satang 50) per share which equivalent to the total price of Baht 111,110,000 (one hundred eleven million, one hundred and ten thousand).

4. Acquisition of assets information

This transaction is considered as an acquisition of assets 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 2004 (collectively, the "Notifications on Asset Acquisition and Disposal") with the transaction size of 14.85 which is the maximum transaction size calculated on the basis of net profit based on the consolidated financial statements of the Company on 31 March 2022 and the financial statements of LS ended of 31 December 2021 with the criteria of the value of the transaction size as the following details;

	Calculation Criteria	Formula in Calculation	Calculated
			Item Size
1.	Net Tangible Asset -	NTA of the Entering Business x Proportion of Shares x 100	-2.99
	NTA	NTA of Listed Companies
2.	Net Profit from	Net profit from operation of the company that will buy or sell	Cannot be
	Operation	x Proportion of shares x 100	calculated
		Net income from normal operations of listed companies
3.	Total Value of	Paid or Received Amount in Proportion x 100	14.85
	Consideration	Total Assets of Listed Companies
4.	Criteria of Value of	Number of Shares Issued for Assets Payment x 100	Cannot be
	Shares Issued for	Number of Issued and Paid-up Shares of Listed Company	calculated
	Assets Payment

Since the calculated transaction size is less than 15%, the Company may enter into the transaction. However, this transaction will be made with the connected persons. Therefore, it is considered a connected transaction with the calculated size of 2.99% of net tangible assets (NTA), based on the consolidated financial statements of the Company as of 31 March 2022. This transaction is considered a medium size transaction relating to assets or services. The Company is required to obtain an approval from the Board of Directors and disclose information to the Stock Exchange of Thailand.

5. Acquisition of assets information 5.1 Business information

Company name: Latex Systems Public Company Limited

Address: 79/2 Moo. 1 Hom Sin, Bang Pakong, Chachoengsao Province

Nature of Business: purchase, sell, manufacture, and export rubber and synthetic fiber pillows and beds

5.2 Board of Directors of LS

1. Mrs. Pathumporn Trivisavavet
2. Mr. Suthee Techaprapasaeng
3. Mr. Prasert Leelabanyong
4. Mr. Thiwat Sirichaitawin
5. Mrs. Aree Lila

5.3 Shareholding structure

Shareholders List before and after the entering into the transaction

Shareholders name	Before			After
	Shares number		Ratio (%)	Shares number		Ratio (%)
Mrs. Pathumporn Trivisavavet	31,756,032		10.00	31,756,032		5.883
Ms. Chalongkwan
Wongsasuthikul	6,634,320		2.09	6,634,320		1.229
Mr. Pattarapol Wongsasuthikul	6,634,320		2.09	6,634,320		1.229
Mr. Kowit Wongsasutthikul	6,334,944		1.99	6,334,944		1.174
Mrs. Sukanya Sirichaitawin	2,110,416		0.66	2,110,416		0.391
Mr. Prasert Leelabanyong	121,617,028		38.30	121,617,028		22.531
Thai Rubber Latex Group
Public Company Limited	57,162,188		18.00	279,382,188		51.758
Mrs. Thiphawan Suthathipkun	9,524,592		3.00	9,524,592		1.765
Ms. Amonrat Limwannawong	31,756,032		10.00	31,756,032		5.883
Mrs. Rattana Taechapanngam	12,281,808		3.87	12,281,808		2.275
Ms. Chanisara
Sriherunrusmee	3,174,864		1.00	3,174,864		0.588
Ms. Suphawan
Sriherunrusmee	3,174,864		1.00	3,174,864		0.588
Mrs. Nuanruedee
Krittayanukool	25,406,304		8.00	25,406,304		4.707
Total	317,567,712		100.00	539,787,712		100.00