SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description                              :
TWZ005/2026

April 7, 2026

Subject: Clarification of Information in the Financial Statements for the Year 
2025 (Revised)

To:  	President,
The Stock Exchange of Thailand

TWZ Corporation Public Company Limited (the "Company") has already submitted the
financial statements for the year 2025 to you. The Company would like to
provide additional clarification on relevant matters to ensure clarity,
completeness, and usefulness for investors and all stakeholders, as follows:

Summary of Key Information in the Financial Statements for the Year 2025 and 
Additional Clarifications Requested

1.	Gross Loss of THB 639 million from 6 bulk sales contracts:
The Company sold almost all its inventory to the Company's debtors and creditors
who wished to participate in the bidding process. The Company sold the
products, which were grouped into mixed categories and assorted types, at a
total cost of THB 2,130 million, while the selling price was lower than cost at
THB 1,491 million, resulting in a significant gross loss for the year. The
Company had reasons and necessity for this bulk sale on two main grounds as
follows:
1.)	Reason for Strategic Business Adjustment
From the Company's previous business operations, the Company focused on 
maintaining a full range of products in all models and colors displayed at
storefronts, allowing consumers to choose and purchase, with a large inventory
available for immediate delivery upon purchase. However, under current
circumstances, consumer behavior has changed, especially among the younger
generation, who tend to use trendy mobile phones that follow market trends. They
quickly sell their old devices at low prices just to obtain some funds to
purchase newly released models. As a result, mobile phones become obsolete very
quickly. New devices that remain in stock are increasingly difficult to sell,
and prices decline. If left unsold for a long period, prices may drop by more
than 50 percent.
Furthermore, based on information received from many of the Company's trade 
debtors, several have experienced declining sales, accumulated inventory, and
have begun to default on payments or request extensions of trade credit terms.
The Company itself faced difficulties in the fourth quarter of 2025, with sales
revenue declining significantly, generating total revenue of approximately THB
880 million, which is lower than in every previous year and is expected to
decline further in the future due to intensified competition, an increase in
online competitors, and continuously decreasing profit margins. In addition,
major operators have launched competitive promotions against the Company,
including trade-in programs for old devices and installment payment campaigns,
placing the Company at a disadvantage.
If the Company were to allow more time to pass, its inventory would generate 
decreasing revenue and might even result in unsellable stock remaining.
Therefore, to mitigate risk, management decided to adjust the business plan by
conducting bulk sales to liquidate inventory into cash and revising the sales
approach by reducing showroom inventory, shifting to a pre-order model with
later delivery. Distributors are able to deliver products quickly within 2-5
days, which does not significantly impact sales. Considering the current
situation, management believes that implementing the bulk sales policy was an
appropriate decision as a survival strategy, accepting losses in order to reset
the business.
2.)	Necessity for Funding
 As the Company has disclosed information regarding the land acquisition, the 
land under the memorandum of agreement for land borrowing, used as collateral
with a financial institution dated April 3, 2024, will mature on April 2, 2026.
The agreement stipulates that the Company must redeem the land from the
financial institution and return it to the landowner. The Company is therefore
required to obtain cash to repay the debt or provide alternative collateral to
the financial institution. This poses a difficulty for the Company, particularly
 during the current economic downturn.
The landowner has proposed to sell the land to the Company at a price of THB 
1,600 million, which is approximately THB 200 million lower than the appraised
value assessed by an independent appraiser and also lower than the current
market transaction price. In addition, the transfer fee of approximately THB 200
million will be borne by the seller, whereas under the original agreement, such
transfer fee would have been the Company's responsibility. However, the Company
is required to place a deposit for part of the land value. Therefore, the
Company needs to use the proceeds from the bulk sale of inventory as the source
of funds for such deposit. The Company has considered that this land acquisition
 will generate profit to offset the loss from the bulk sale.
Regarding the bulk sale, management has carefully considered the decision by 
comparing two scenarios: selling versus not selling. In the case of proceeding
with the bulk sale, the Company recognizes an immediate loss of THB 639 million.
However, this is partially offset by the Company's ability to negotiate a
reduction in the land purchase price of approximately THB 400 million using the
proceeds from the bulk sale. In contrast, if the Company were unable to sell the
inventory, the existing stock valued at approximately THB 2,130 million would
decline in value by an average of 50%, or approximately THB 1,065 million.
Therefore, based on the current situation, management believes that the decision
 to proceed with the bulk sale is reasonable.
The sale of goods in the form of bulk transactions is a normal course of the 
Company's business operations. Historically, the Company has operated under two
sales models: retail and wholesale (bulk sales). However, in the past, wholesale
transactions were not conducted in large volumes at one time as in this case.
The counterparties involved in this transaction are long-standing business
partners of the Company, with whom the Company has maintained long-term trading
relationships and a consistent record of timely payments.
Going forward, the Company will continue its business of selling mobile phones 
and accessories by maintaining inventory at an appropriate level aligned with
current retail and wholesale operations. Wholesale transactions will primarily
be conducted on a cash basis, in line with the Company's current business
practices.
The Board of Directors concurs with management's view as stated above. The Board
has considered that the associated risks to the Company's operations will be
lower in the long term. Additionally, the Company will have capital available to
invest in real estate business. The Company has continuously operated in the
real estate sector alongside its core business, including condominium projects
on land in Pattaya, leasehold projects with the State Railway of Thailand on
land in Ratchada, and land projects in Khao Yai. The above business approach is
deemed appropriate to the Company's circumstances as an adjustment strategy to
enable the Company to continue its operations effectively.

2.	Loss from Impairment in Accordance with TFRS 9 from Trade Receivables 
Amounting to THB 1,013.26 million
The Company has trade receivables totaling THB 3,187.40 million, representing an
increase of 91% compared to the same period of the previous year. This includes
receivables from bulk sales contracts amounting to THB 1,595.03 million. The
Company has recognized an expected credit loss allowance of THB 1,013.26
million, accounting for 32% of total trade receivables. which arose from an
allowance for litigation involving two debtors, who are unrelated parties and
are not debtors under the lump-sum purchase agreement, totaling 1,011.50 million
 baht.
The two litigated trade debtors arose from the Company's sale of mobile phone 
products to both parties on credit terms in the normal course of business.
However, both debtors reported declining sales and excess inventory, resulting
in their inability to settle outstanding debts by the due dates. The Company has
continuously followed up on debt collection and issued formal written demand
notices in accordance with procedures. Despite these efforts, no payments have
been received from the two debtors. Therefore, the Company decided to initiate
civil legal proceedings against the said debtors on February 23, 2026, claiming
repayment of the full outstanding amounts, together with interest at a rate of
5% per annum on the principal, as well as reimbursement of court fees and legal
expenses.
Regarding the customer selection process for new wholesale or bulk sales 
transactions, the Company will implement stricter screening measures, with a
stronger emphasis on cash-based sales and retail transactions. As a result, it
is highly likely that the Company will not encounter litigation or defaults from
 future sales transactions.
The Board of Directors agrees with the aforementioned policy implementation, 
considering it appropriate and sufficient as part of the Company's business
adjustment. If such measures are followed, similar incidents are unlikely to
occur in the future.

3.	Loss from Impairment of Assets Related to the Plasma Power Plant Project
3.1 Loss from Impairment of Other Intangible Assets Amounting to THB 447 
million:
The Company has two contracts acquired from the acquisition of the plasma energy
business in 2019, totaling THB 447 million. Due to the impact of the COVID-19
situation and the importation of machinery from overseas, for which the Company
had made advance payments and already recognized an impairment of THB 69.67
million as of December 31, 2024, the Company assessed that it is unlikely that
the machinery supplier will be able to deliver the equipment. As a result, the
Company is required to procure new machinery.
However, considering the timeline for the Scheduled Commercial Operation Date 
(SCOD) under the Power Purchase Agreement, for which an extension request has
already been submitted but no confirmation has been received, this has impacted
the value of the assets comprising the contracts as follows:
1.	Contract for revenue from the purchase of raw materials to be processed into 
fuel from 3 suppliers: THB 255 million
2.	Power Purchase Agreement with the Provincial Electricity Authority: THB 192 
million
3.2 Loss from Impairment of Goodwill Amounting to THB 26.19 million: Most of 
this arose from the reassessment of the feasibility of the SCOD of the power
plant project and the evaluation that the recoverable value has decreased,
resulting in an impairment of goodwill amounting to THB 24.13 million.
3.3 Loss from Impairment of Land, Buildings, and Equipment Amounting to THB 
85.59 million: This mainly arose from a subsidiary operating the plasma power
plant business amounting to THB 83.74 million, comprising impairment of land of
THB 50.73 million and construction in progress of THB 33.01 million.
3.4 Loss from Impairment of Waste Inventory for Fuel Amounting to THB 77.20 
million: The Company has industrial waste intended to be used as fuel in the
plasma power plant project. Based on financial projections, there is currently
no supporting project to utilize such waste for commercial purposes. In
addition, the expected recoverable value from sale is significantly lower than
cost; therefore, the Company has recognized full impairment of such inventory.
From all the above impairment losses related to the plasma power plant project, 
prior to investing in the plasma power plant, the Company had considered the
investment risks in accordance with normal investment practices. The Company
managed to minimize risks in both investment and business operations. The
investment in the power plant business was considered based on the existence of
a power purchase agreement with the Provincial Electricity Authority, meaning
the Company would have a definite buyer, resulting in predictable revenue if
electricity could be supplied as scheduled. And the project also includes
advance payments for machinery, which are considered part of the project's
investment value by the joint venture partners prior to the Company's
investment; such advance deposits are included in the total amount already
invested by the Company.
Furthermore, the advance payment for machinery was undertaken by the joint 
venture partner prior to the Company's investment, indicating readiness to
operate in line with the SCOD timeline. The Company conducted a background check
on the machinery supplier and found that it operates in this business. However,
plasma power technology is not widely adopted, and there are only a limited
number of machinery suppliers. As a result, the power plant company had limited
options and no domestic suppliers available.
Regarding the operations of the power plant company, the original shareholder 
group, who are the main executives, have continuously monitored progress, and
management has periodically followed up on developments. As for the current
approach, However, no plan has yet been received from the machinery supplier
regarding how such amount will be compensated or in what form the compensation
will be made. The Company has invited the original shareholder group to
negotiate a potential sale of the Company's shares back to them, which is
currently under consideration by the original shareholder group.
The Board of Directors considered the investment and transaction to be 
reasonable. The Company has a power purchase agreement with the Provincial
Electricity Authority, ensuring a stable and reliable buyer and predictable
revenue. Prior to the investment, a deposit had been made for machinery
procurement, indicating the project's potential to proceed. The acquisition
price proposed by the original shareholders was considered reasonable, supported
 by a valuation conducted by a financial advisor approved by the SEC.
If the project does not proceed as planned, the original shareholder group 
confirmed that the SCOD could be extended, which has been done continuously in
the past. The Company conducted comprehensive due diligence in accounting and
legal aspects. Most importantly, the Board considered that in order for the
power plant company to obtain a power purchase agreement, the Energy Regulatory
Commission Office must assess the Company's readiness in five aspects as
follows:
1.	Technical readiness: the power plant must be capable of actual and continuous
 operation.
2.	Fuel readiness: for a plasma power plant, this refers to the availability of 
plasma waste processing facilities as raw materials for the business.
3.	Electrical system readiness: connection to the transmission system, including
 grid lines and grid capacity, must be in place.
4.	Legal and contractual readiness: the Company must have land lease agreements 
or ownership rights for the power plant site.
5.	Financial readiness: financial institutions must issue a confirmation letter 
indicating their willingness to provide funding for the project.
After due consideration by the Board of Directors, the power plant project had 
already been approved by the Energy Regulatory Commission Office as meeting all
required readiness criteria. The Board was therefore able to reasonably believe,
at the initial stage, that the Company would be capable of operating and
conducting the business as planned, and thus approved entering into the
transaction.
However, the risks that subsequently arose were due to the impacts of the 
COVID-19 pandemic and the Russia-Ukraine war, which affected the machinery
supplier, as well as the stricter credit approval policies of financial
institutions?particularly concerning plasma power plant technology?resulting in
the power plant business being unable to continue operations.

4.	Loss from Impairment of Investment in Subsidiaries and Associates Amounting 
to THB 74.27 million:
The Company recognized an impairment of its investment in the EV vehicle 
business for taxi and VIP services, which was originally aligned with the
government's policy to gradually replace end-of-life vehicles with electric
vehicles to promote clean energy usage. Subsequently, the Company adjusted its
business approach to participate in bidding for projects from government
agencies, private sector entities, and transportation sectors. However, the
Company faced intense price competition from other bidders and was constrained
by contractual obligations related to vehicle imports. As a result, the Company
was unable to generate additional revenue as planned.
Management has evaluated the future business plan and determined that it is not 
feasible to continue operations at present. Therefore, the Company has
recognized an impairment allowance for its investment in Advance Mobility Co.,
Ltd. amounting to THB 74.27 million. In this regard, the original investment
agreement still obligates the Company to pay the remaining share subscription
amount of THB 150 million, which has not yet been called for payment. And since
the Company has invited the original group of shareholders to enter into
negotiations to sell its shareholding back to them, and such shareholders are
currently considering the matter, the Company therefore has no plan to pay the
remaining share subscription amount.
As previously disclosed, the Company entered into a joint investment memorandum 
of understanding (MOU) with Pholboon Holding Co., Ltd. ("representative of the
original shareholders") on January 30, 2020, to invest in the electric vehicle
business. The Board of Directors approved that Electra Motive Co., Ltd.
("Subsidiary" or "ELME"), in which the Company holds 99.99% of the registered
capital, would undertake such investment. The Company considered the principles,
 rationale, and reasonableness as follows:
1.	The electric vehicle business is a future growth industry. In addition, the 
business group is entitled to tax privileges from the Board of Investment (BOI),
which currently provides a competitive advantage in importing electric vehicles
 and/or components for assembly.
2.	Under the share subscription agreement, maintaining BOI privileges is 
essential for operations and for preserving the group's core competitive
advantages. Therefore, the Company's investment is necessary and reasonable, as
it is made at par value.
3.	Under the shareholders' agreement, both Group A shareholders (original 
shareholders) and Group B shareholders (the Company) have exit options through
share purchase and sale between the parties. There is also a balanced governance
structure based on arm's length principles, Since both groups of
shareholders?Group A, which includes the Company, and Group B, which includes
Rich Asia Corporation Public Company Limited, a company listed on the stock
exchange at the time of the transaction?were subject to principles of good
corporate governance, the said agreement is therefore considered reasonable.
Risk Management Approach
1.	Under the share subscription agreement, it is clearly specified that 25% of 
the total paid-up capital from the capital increase will be used to repay debt
to SKY-TH, which is a subsidiary under the Company's control. As a result, the
Company has full authority to manage this cash flow, for example, TWZ may issue
Bills of Exchange (B/E) or Promissory Notes (P/N) to the subsidiary in order to
lend funds back to TWZ.
2.	Under the shareholders' agreement, it is clearly stipulated that Group A 
shareholders agree to import, manufacture, or assemble electric vehicles,
including parts, components, and accessories, in accordance with the quantity
and volume specified in the financial projections agreed upon by the parties,
with financial support from the Company. It is further specified that if Group A
shareholders are unable to perform according to the agreed plan, Group B
shareholders or the Company have the right to sell their shares back to Group A
shareholders.
3.	In addition, to prevent any default in the share buyback arrangement, 
management has entered into a share purchase agreement between ELME and Skywell
Holding Co., Ltd. (an investor introduced by Group A shareholders), which has
expertise in automobile manufacturing and an interest in joint investment,
supported by several Chinese investors who have expressed preliminary intentions
 to participate.
Since the Company has already fully provided for the impairment of this 
investment and does not intend to make further investments in this business, the
Company is currently considering selling such investment back to the original
shareholder group. which is currently under consideration. Accordingly, all
future investment obligations will be borne by the original shareholder group.

5.	Loss from Impairment of Loans Amounting to THB 20 million:
The Company has recognized an impairment allowance for a long-term loan granted 
to a joint venture project with AA Bio Co., Ltd. (AABIO) in the full amount of
THB 20 million, as management expects that the principal will not be
recoverable. The Board of Directors had set conditions for the loan as follows:
The control process over the utilization of the THB 20 million loan requires 
that the funds be used only for project expansion and not for projects that had
already been implemented prior to the Company's investment. Before any loan
disbursement, there must be a review and preparation of detailed information
regarding both the completed projects and the projects to be undertaken,
including a clear disbursement plan.
In addition, conditions must be set prohibiting AABIO from repaying loans to its
directors for existing liabilities prior to repaying the Company, unless prior
written consent is obtained from the Company. Collateral under the loan
agreement requires that all shares of AABIO be pledged as security for the loan,
 and authorized directors of AABIO must also act as guarantors for the loan.
The approval conditions are as follows:
1.	Since the Company has extended the loan to AABIO, a separate ESCROW account 
must be opened under AABIO's name, distinct from the Company's accounts.
Withdrawals from this account must require joint authorization by both the
Company and AABIO. The utilization of funds must follow the plan determined by
the financial advisor (FA) based on agreed assumptions. Both parties must
deposit funds into the ESCROW account in accordance with the specified amounts
simultaneously.
2.	An investment and performance monitoring committee must be established to 
oversee the use of funds in accordance with the investment plan under item 1.1.
This committee shall consist of representatives from both the Company and AABIO,
and shall be jointly responsible for procurement, hiring, and negotiating terms
with suppliers to ensure that the required work is obtained at the lowest
possible cost. The committee is also responsible for inspecting and approving
completed work prior to any payment. Therefore, all procurement and hiring
activities must receive prior approval from the committee in every instance.
However, the Company has extended loans to AABIO to be used for investment in 
construction and procurement of equipment for the cultivation business and the
production of hemp extracts, such as land costs, construction costs for the
extraction facility, machinery costs, and expenses related to cultivation,
including costs for soil preparation trials, as well as other operational
expenses. The Company complied fully with all the aforementioned approval
conditions prior to granting the loan to AABIO. However, due to legal issues,
the business could not be carried out as planned; therefore, the Company has
recognized an impairment of the entire loan amount, as continuing the operations
 could potentially violate the law and principles of good corporate governance.
Nevertheless, if in the future there are clear relevant laws enacted, the 
Company may consider resuming the operations, provided that such actions do not
conflict with the law and the Company's corporate governance principles. At
present, the loan has not yet reached its maturity date. If the Company does not
receive repayment in accordance with the contractual terms, it will promptly
take legal action to preserve its rights as a creditor. Any repayment
arrangements or debt restructuring will subsequently proceed through the
mediation process.


                         Signature ___________________________
                                    ( Mr. Puttachat Rungkasiri )
                                    Authorized Director
                         Authorized to sign on behalf of the company

______________________________________________________________________

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