SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description                              :
TWZ011/2026									

May 14, 2026

Subject :	Clarification on Additional Information Regarding the Real Estate 
Investment Project as Requested by The Stock Exchange of Thailand

To :	The President
	The Stock Exchange of Thailand

As the Company has planned to invest in a real estate development project, 
including the offering and issuance of newly issued ordinary shares, the details
 are as follows:

1.	What is the development plan for the land acquired by TWZ, and how will such 
investment affect the Company's future revenue structure?

The Company has previously explained the rationale and necessity for the land 
acquisition, as well as the necessity for the bulk sale of products, as
disclosed in the Information Memorandum regarding the acquisition of assets
dated February 23, 2026, and further clarified in the Company's financial
statements for the year 2025 dated April 7, 2026.

The Board of Directors resolved to approve the investment in the land 
acquisition after the Company had conducted a feasibility study for the project
development. Initially, the project is intended to be primarily developed as a
residential real estate project. The development plan will be implemented
progressively in phases, with each phase comprising different types of
residential properties designed to be suitable for the project location and
targeted pricing level of each phase. The products are expected to include one-
to two-storey detached houses, one- to two-storey semi-detached houses, one- to
two-storey townhouses, and other related residential products.

The first phase of the development is expected to be completed within 2027. The 
Company preliminarily plans to subdivide and sell plots located at the front
area of the project as commercial zones, while the residential area in the front
section is expected to consist mainly of detached houses and semi-detached
houses. Based on preliminary estimates, the first phase is expected to generate
revenue of approximately THB 1,000 million, with an investment budget of
approximately THB 500 million, an estimated gross profit margin of approximately
37 percent, and an estimated net profit margin of approximately 16 percent. The
overall development period for the first phase is expected to be approximately
three to four years.

The Company's management team possesses substantial experience and readiness in 
real estate development, having previously developed several projects, including
housing estates such as the Baan PUTTACHAT Project, condominium projects such
as The Pacer Pattaya, and commercial buildings such as The Wiz Ratchada Project.
Although the current investment project involves a larger land area and a
larger-scale development compared to the Company's previous projects, the
Company's development policy is to gradually develop the land in phases over
different periods in order to mitigate project risks and align the investment
size with the Company's financial capability. Such phased development approach
is intended to progressively enhance the project area and its surrounding
development potential.

Accordingly, the first phase of the development will serve as an initial market 
test to assess customer demand and determine which types of products are most
preferred by customers. Thereafter, the Company will gradually proceed with
subsequent phases of development in sequence in order to minimize project risks
and ensure consistency with the Company's ability to secure project financing
for each respective phase.

With respect to the impact on the Company's revenue structure, when compared 
with the Company's existing mobile phone trading business, the impact is
expected to be limited during the initial three to four years, as the real
estate business remains at an early stage of development and only a relatively
small portion of the land will initially be developed. Revenue recognition may
also depend on the completion of the relevant development phases. The Company
expects to recognize revenue from real estate sales during the first two to
three years in the approximate amount of THB 200-300 million per year, which is
not expected to materially affect the Company's overall revenue structure during
 such initial period.

1.1	Readiness for Development, Necessity of Land Acquisition, and Land Potential

The Company possesses readiness and capability in the development of real estate
projects, as the management team and personnel have extensive experience in
developing various real estate projects in the past, including housing estate
projects such as the Baan PUTTACHAT Project, condominium projects such as
condominium projects in Pattaya, and commercial building projects such as The
Wiz Ratchada Project. These projects reflect the Company's continuous experience
 in project management, development, and sales operations.

Although the projects or land to be developed may involve large-scale 
developments, the Company has adopted a phased development policy (Phase
Development) in accordance with prevailing market conditions and the Company's
investment capability, in order to mitigate investment risks and efficiently
manage the Company's liquidity position.


For the initial phase of development, the Company intends to proceed with 
development primarily for market testing purposes and to preliminarily assess
the commercial potential of the project. Should market response prove favorable,
the Company will gradually continue development in subsequent phases in order
to further enhance the value and long-term potential of the project.
In addition, the Company considers that the land possesses strong development 
potential due to its strategic location, suitability for future project
development, and opportunity to generate added value for the Company in the long
term, which will be beneficial to the Company's business operations and future
returns.

1.2 	Rationale and Necessity for the Land Acquisition

1.	Necessity for Business Restructuring
The Company recognizes the necessity to restructure its business operations in 
order to diversify its sources of revenue and reduce reliance on a single core
business. Such diversification will strengthen the Company's long-term business
stability and sustainability.

2.	Expansion into New Business to Generate Long-Term Revenue
Investment in the real estate and land development business will create 
opportunities for the Company to generate long-term revenue and returns. In
addition, such investment will enhance the value of the Company's assets and
support future business expansion.

3.	The Company's Experience in Real Estate Development
The Company and its management team have prior experience in the development of 
various real estate projects, including The Wiz Ratchada commercial building
project, condominium projects in Pattaya, and other types of real estate
developments. Accordingly, the Company possesses the knowledge, understanding,
and readiness required for the management and development of real estate
projects.

4.	Rationale for Reducing Dependence on the Mobile Phone Distribution Business
At present, the mobile phone and communication device distribution business is 
subject to intense market competition. In addition, the economic slowdown has
continuously weakened consumer purchasing power. Furthermore, the Company has
become increasingly reliant on the wholesale market, which generates lower
profit margins compared to retail distribution channels. As a result, the
profitability of the Company's existing core business has declined compared to
previous periods.

5.	Potential of the Land and Project Development Approach
The Company considers that the subject land possesses strong potential for 
future development and may be further developed into projects capable of
generating added value for the Company. In this regard, the Company intends to
gradually develop the project in phases (Phase Development) in accordance with
prevailing market conditions and the Company's
investment capability, in order to effectively manage investment risks and 
maintain the Company's liquidity position. The initial phase of development will
primarily focus on testing preliminary market demand prior to proceeding with
subsequent phases of development.

	1.3 	Land Potential

1. 	Location Potential

1.1 	Property Location
The appraised property is located on Liap Khlong Luang Sahakorn Road (Khlong 
Luang Sahakorn side) adjacent to Khlong Sahakorn, accessible via Soi Sarin,
Jessadawithi Road (SK.5031), Khok Kham Subdistrict, Mueang Samut Sakhon
District, Samut Sakhon Province.

1.2 	Transportation and Accessibility
Access to the property begins from Jessadawithi Road (SK.5031), turning into 
Liap Khlong Sahakorn Road for approximately 2,600 meters to the property
location. The property is situated on the eastern side of the road fronting the
property area, located along Khlong Sahakorn and on the southern side of Khlong
Sahakorn Canal Line 2. In addition, the property can also be accessed through an
unnamed soi connected to Sahakorn-Sandab Road. Details of the surrounding roads
 are summarized as follows:

-	Jessadawithi Road (SK.5031) is a public road with asphalt pavement consisting 
of two traffic lanes (one lane in each direction), approximately 8.00 meters in
width. The current condition of the road is considered moderate, with an
approximate right-of-way width of 20.00 meters.
-	The secondary road serving the area is Soi Sarin, which is a public road with 
reinforced concrete pavement consisting of two traffic lanes, approximately
12.00 meters in width. The road is currently in fair condition, with an
approximate right-of-way width of 20.00 meters.
-	The road fronting the property is Liap Khlong Luang Sahakorn Road (Khlong 
Sahakorn), which is a public road with reinforced concrete pavement consisting
of two traffic lanes, approximately 6.00 meters in width. The current condition
is considered fair, with an approximate right-of-way width of 20.00 meters.
-	Another road fronting the property is an unnamed public road with reinforced 
concrete pavement consisting of two traffic lanes, approximately 6.00 meters in
width. The current condition is considered fair, with an approximate
right-of-way width of 12.00 meters.

			1.3 	Legal Access
The property does not have any legal access issues, as access to the property is
provided through public roads in accordance with the land plot survey and
cadastral map.
1.4 	Surrounding Environment
The property is located in the "Khok Kham Subdistrict" area, where the 
surrounding environment is predominantly utilized for agricultural purposes and
low-density residential housing with independent building styles dispersed
throughout the area, including low-rise residential projects such as detached
houses and townhouses.
In addition, several important nearby landmarks and facilities are located 
within the vicinity, including the Khok Kham Subdistrict Administrative
Organization, Phanthai Norasing School, Phanthai Norasing Shrine, Assumption
College Campus Rama II, Provincial Electricity Authority Samut Sakhon Office,
and Sinsakhon Industrial Estate.

1.4 	Relevant Legal and Regulatory Considerations

1. 	Town Planning Regulations
	According to the Samut Sakhon Provincial Comprehensive Town Planning 
Announcement (B.E. 2560 (2017)), the subject property is located within a Rural
and Agricultural Land Use Zone (Green Zone).
Land within the Rural and Agricultural Land Use Zone is designated for 
agricultural purposes or activities related to agriculture, residential use,
educational institutions, religious institutions, government institutions,
public utilities, and public infrastructure. For other types of land
utilization, operations or business activities may only be conducted in
buildings that are not classified as high-rise buildings or large buildings,
except for the construction of large buildings located within a distance of 100
meters to 500 meters from the centerline of National Highway No. 35.

The following activities are prohibited within this land use category:
(1) 	Factories under the law governing factories, in accordance with the 
categories, types, and classifications prescribed under the Ministerial
Regulations attached thereto.
(2) 	Oil depots and oil storage facilities classified as Type 3 under the law 
governing fuel control for commercial purposes, except for oil depots and Type 3
oil storage facilities having open space of not less than seventy percent of
the total land area for which permission is requested, and having surrounding
buffer areas within the land boundary of not less than 50 meters.
(3) 	Liquefied petroleum gas depots, LPG filling plants, LPG filling rooms, and 
LPG storage facilities classified as warehouses under the law governing fuel
control, except where such facilities provide open space of not less than
seventy percent of the total land area for which permission is requested,
together with surrounding buffer areas within the land boundary of not less than
 50 meters.
(4) 	Land subdivision for industrial purposes.
(5) 	Land subdivision for commercial purposes, except where such commercial area
forms part of a residential land subdivision project and occupies not more than
 five percent of the total project area.
(6) 	Residential developments classified as large buildings, except where such 
developments are located within a distance of 100 meters to 500 meters from the
centerline of National Highway No. 35.

	In addition, land utilization along the banks of Maha Chai Canal, Sunak Hon 
Canal, and Phitthayalongkorn Canal is required to maintain open space parallel
to the natural canal bank of not less than 6 meters, except for construction
related to water transportation or public utilities. In cases involving
high-rise buildings or large buildings, a setback distance parallel to the
natural canal bank of not less than 50 meters must be maintained.

2. 	Building Control Laws
The property is located within the jurisdiction of the Khok Kham Subdistrict 
Administrative Organization, Mueang Samut Sakhon District, Samut Sakhon
Province. Any construction, modification, or demolition of buildings on the
property must obtain prior approval from the relevant local authority in
accordance with applicable building control laws and regulations.

	1.4 	Land Analysis
1. 	Highest and Best Use
Upon consideration of the physical characteristics of the appraised land, 
including its location, physical condition, land development potential,
surrounding land utilization, legal conditions and restrictions, as well as the
most appropriate and beneficial use of the land, the Highest and Best Use of the
 property is considered to be for residential development purposes.
2. 	Liquidity
The property is located within the jurisdiction of the Khok Kham Subdistrict 
Administrative Organization. At present, the overall market condition in the
area is considered moderate. During the past one to two years, the volume of
property transactions in the area has remained at a moderate level, resulting in
 moderate liquidity for the property.
3. 	Government Infrastructure Development
The property is located in Khok Kham Subdistrict, where several future 
government infrastructure development projects relating to transportation
networks are currently planned, as follows:
3.1 	The Department of Highways has proposed the construction of an elevated 
roadway along Highway No. 35, Thon Buri-Pak Tho Route (Rama II Road), in the
form of an intercity motorway project extending approximately 40 kilometers.
Certain sections of the route have already been expanded to accommodate 8-12
traffic lanes.
3.2 	The Dark Red Line Suburban Railway Extension Project (Hua Lamphong-Mahachai
Section) is planned for future development, which is currently expected to
commence operations in 2029

1.6  Residential Property Market
2. 	Future Business Direction (Whether There Will Be Any Change to the Existing 
Business)

In the short term, the Company has no policy to change its existing core 
business operations. The Company will continue to operate its existing mobile
phone trading business. However, the Company recognizes the necessity to adjust
its business model in response to prevailing industry trends and market
developments, as previously clarified to the Stock Exchange under the section
regarding the rationale for strategic business adjustments, details of which
were disclosed in the clarification to the Company's financial statements for
the year 2025.

In addition, the Company intends to concurrently operate its real estate 
development business in order to strengthen future revenue streams and enhance
long-term profitability and business stability. The Company is also in the
process of seeking additional supplementary businesses capable of generating
stable revenue and profits in the short term in order to further support the
Company's operations. The real estate business is considered capable of
providing relatively stable revenue and profitability for the Company in both
the short and long term. Should there be any further material developments, the
Company will notify the Stock Exchange accordingly.

3. 	In the Event That the Rights Offering (RO) Subscription Is Not Fully 
Subscribed and the Company Is Unable to Fully Achieve the Intended Use of
Proceeds, What Measures Will the Company Undertake?

The Company would like to clarify that, in determining the objectives for the 
utilization of funds, the Company categorized the sources of funds into two
principal categories as follows:
	1. 	Funds Derived from the Bulk Sale of Products

The Board of Directors considered two principal reasons for proceeding with the 
bulk sale of products, as follows:

1.1 	Risks Associated with the Mobile Phone Business
The mobile phone business is currently subject to increasingly intense 
competition. If the Company fails to adapt promptly to changing market
conditions, such circumstances may significantly adversely affect the Company in
the future. At present, profit margins in the industry have substantially
declined, domestic economic conditions have weakened, and consumer purchasing
power has continuously decreased. Consequently, the Company has become
increasingly dependent on wholesale distribution channels, resulting in
heightened business risks.
Such risks include the possibility that mobile phone inventories may rapidly 
decline in value due to technological changes and market competition, as well as
increased credit risks associated with wholesale transactions. Should economic
conditions and the mobile phone business continue to deteriorate in the future,
there would be a higher risk of defaults by trade debtors. This constituted the
first principal reason why the Board of Directors resolved to proceed with the
bulk sale of products despite recognizing a loss of THB 639 million from such
transaction.

1.2 	Necessity for Capital Utilization
The second reason relates to the necessity for capital utilization, as 
previously clarified to the Stock Exchange in the disclosure accompanying the
Company's financial statements for the year 2025 dated April 7, 2026.
The management team and the Board of Directors considered and compared the loss 
arising from the bulk sale transaction amounting to THB 639 million against the
benefits obtained from the negotiated discount on the land acquisition price.
Upon such consideration, the management team and the Board concluded that the
bulk sale transaction would ultimately provide greater overall benefit to the
Company and therefore approved the transaction.
The management team and the Board of Directors clearly established a policy to 
utilize the entire proceeds receivable from the bulk sale transaction, totaling
THB 1,491 million, for payment toward the land acquisition price of THB 1,600
million. Accordingly, such funding source was disclosed in Item 8 (Source of
Funds) of the Information Memorandum relating to the acquisition of assets,
which specified that the source of funds would be the Company's working capital.
As a result, the Company's management has consistently adhered strictly to the 
intended use of proceeds approved by the Board of Directors. Funds received from
the collection of the relevant trade receivables have already been utilized for
payment of land deposits, and the remaining collections from such trade
receivables will continue to be used to settle the outstanding land acquisition
payments within 2026 in order to enable the Company to complete full payment for
 the land and proceed with the transfer of ownership.
For the remaining outstanding land payment amount of approximately THB 109 
million, the Company intends to utilize part of the proceeds from the capital
increase and/or collections from other outstanding receivables in order to fully
 settle the remaining land acquisition obligations.

	2. 		Funds Derived from the Capital Increase Offered to Existing Shareholders

The capital increase proceeds are divided into the following categories:

2.1 	Subscription Proceeds from the Rights Offering
Proceeds from the subscription of newly issued ordinary shares are expected to 
amount to THB 595.83 million, with the subscription period scheduled during June
 15-19, 2026.
In addition, proceeds from the exercise of TWZ-W10 warrants are expected to 
amount to THB 297.91 million. Such warrants have a term of five years, and the
Company will receive such proceeds only if warrant holders exercise their rights
 by 2031.
2.2 	Proceeds from the General Mandate Capital Increase
Additional proceeds from the issuance and allocation of shares under the general
mandate are expected to amount to THB 59.58 million during the period from 2026
 through April 2027.

	The management team and the Board of Directors are of the opinion that, upon 
the Company's receipt of proceeds from the share subscription as described in
Item 1 above, a portion of such proceeds will be utilized for repayment of debts
owed to financial institutions in order to restructure certain obligations into
long-term debt facilities. Nevertheless, in allocating the proceeds from the
capital increase, the Company will prioritize the necessity of settling the
remaining outstanding land acquisition payment obligations as its first
priority.

The Company currently plans to utilize, in addition to collections from the 
aforementioned trade receivables, an additional amount of approximately THB 109
million for payment of the remaining land acquisition cost, representing only
approximately 18.29 percent of the proceeds expected to be received from the
subscription of newly issued ordinary shares.
The management team and the Board of Directors have also considered the benefits
to shareholders subscribing for the capital increase shares in this offering,
particularly given that the subscription price is equivalent to the prevailing
market price, while shareholders subscribing for such shares will additionally
receive TWZ-W10 warrants as consideration. At present, the Company's shares
continue to be traded on the Stock Exchange at a price level equivalent to the
subscription price of this offering. Accordingly, the Company expects that
shareholders will exercise their rights to subscribe for the newly issued
shares. Furthermore, based on preliminary inquiries conducted with shareholders,
certain shareholders have already expressed interest in subscribing for the
shares under this capital increase.

In addition, the Company still retains an alternative fundraising channel 
through the issuance and allocation of shares under the general mandate in an
amount of THB 59.58 million. Therefore, even if the capital increase does not
proceed entirely in accordance with the original plan, the Company remains
confident that it will be able to fully settle the entire land acquisition
payment obligations.
With respect to the objective of repaying debts owed to financial institutions, 
the Company will consider repayment based on the amount of capital increase
proceeds actually received or any remaining proceeds available from the capital
increase. Such repayment is considered a short-term necessity that the Company
must successfully complete.

As for the investment in the real estate business, such investment is regarded 
as a long-term investment strategy, and the Company will continue to consider
additional fundraising alternatives in the future as appropriate.


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

______________________________________________________________________

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