Notification of the Board of Directors Meeting No. 5/2565 regarding an investment in Builk One Group
Company Limited
To:
President
The Stock Exchange of Thailand
The Board of Directors of TQM Corporation Public Company Limited ("the Company") resolved in the Board of Directors' meeting No. 5/2565 held on 3 August 2022 to approve the entering into the sales and purchase agreement to acquire shares of Builk One Group Public Company Limited ("Builk One Group") from many shareholders who were not connected persons. The total shares to acquire are 486,907 shares or 40.00 percent of issued and sold shares of Builk One Group, totaling approximately 247.09 million baht ("Share acquisition transaction"). The Share acquisition transaction of Builk One Group is subject to conditions, and the due diligence must be satisfied. Both parties are required to fulfill all conditions specified in the Sales and purchase agreement. The Due diligence and/or Share acquisition transaction of Builk One Group is expected to completed within the third quarter of 2022.
Builk One Group provides services and development of advanced business management software, as well as e-commerce service for construction, property and other non-construction industry. Builk One Group is a leading business management software developer with various software developed, such as POJJAMAN, BUILK, JUBILI, PLOY KWANJAI and YELLO. The services cover Enterprise Resource Planning (ERP), Customer Relationship Management (CRM) and software service for construction technology business to manage cost, time and quality for construction, property development, and non-construction projects, including Digital Transformation to connect related parties in a supply chain. At present, Builk One Group has a paid-up capital of 12,172,520 baht, equal to 1,217,252 shares at par value of 10 baht. In 2021, Builk One Group had revenues of 341,158,307 million baht, and net profit of 4,429,023 million baht. The investment in Builk One Group is aimed for expansions in insurance and financial businesses by leveraging platform and customer base of Builk One Group, as well as for technology development by leveraging expertise of Builk One Group. After the share acquisition transaction, Builk One Group will have a shareholding structure as follows.
Major shareholders of Builk One Group after the Share
Number of shares
Percentage
Acquisition transaction
1
TQM Corporation Public Company Limited
486,907
40.00%
2
Longkong Asset Company Limited
365,316
30.01%
3
SCG Distribution Company Limited
226,165
18.58%
4
Other shareholders of Builk One Group
138,864
11.41%
Total
1,217,252
100.00%
The Builk One Group's Share acquisition transaction is an asset acquisition according to the Notification of Capital Market Supervisory Board TorJor 20/2551 regarding Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 (as amended) (collectively called "the Notification of acquisition or disposition of assets"). The maximum volume of the transaction when calculated based on total value of consideration paid or received is
5.44 percent of total assets of the Company according to the reviewed consolidated financial statements ending 31 December 2021. When combined with other asset acquisitions taking place during six months prior to this transaction, this acquisition is equal to 5.44 percent, classified as Class 3 Transaction which is less than 15 percent according to the Notification of acquisition or disposition of assets. Therefore, the Company is not required to prepare and disclose information regarding the transaction to the Stock Exchange of Thailand, according to the Notification of acquisition or disposition of assets. The Company will inform progress after the Builk One Group's Share acquisition transaction is completed.
Please be informed accordingly.
Yours Sincerely,
-Signature-
................................................
(Mr.Unchalin Punnipa)
Chairman of the Board of Director
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TQM Corporation pcl published this content on 03 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2022 05:51:01 UTC.
TQM Alpha Public Company Limited is a Thailand-based holding company with a core business in providing insurance brokerage services. The principal activities of the Company are investment in companies that engaged in non-life insurance broker, life insurance broker, reinsurance broker, personal loans and provision of services as a manager, caregiver, collect benefits and property management for related parties. The Company also provides procurement and consulting services for computer software and hardware. The Companyâs subsidiaries include TQR Public Company Limited, TQM Insurance Broker Company Limited, TQM Life Insurance Broker Company Limited, Casmatt Company Limited, TJN Insurance Broker Company Limited, TO 2020 Company Limited, Easy Lending Company Limited, True Life Broker Company Limited, True Extra Broker Company Limited, TQC Company Limited and others. Casmatt Company Limited provides procurement and consulting services for computer software and hardware.
TQM CORPORATION 
