SET requests to clarify news or information


Subject                                  : Clarification of Financial statement 
for the 3rd quarter of 2024 as requested by SET
Description                              :
1.	The subsidiary company (Qualitech Myanmar Company Limited) does the 
engineering service
and related business in Myanmar had been dissolution since 23rd May 2024 We 
would like the company to clarify the addition information
1.1	Reason why the subsidiary had dissolution of business Does it relate to the 
political situation in Myanmar or not?
We would like to explain that Qualitech Myanmar Company Limited (QLTM) had 
registered on 18th August 2015 which the shareholder is the Director. Registered
capital USD 50,000.00 hold 80% of shares and Mr. Hlaing Thurein Minn (Myanmar
person) hold 20% of shares
       On 7th May 2016 the Board of Director meeting No. 4/2016 had approved to 
buy the shares from shareholder who is the director of the company for 400
shares (Par value USD 100.00) or 80% of total shares There are 2 Directors of
QLTM 1) Mr.Sannpat Rattakham 2) Mr.Hlaing Thurein Minn (Myanmar person)
      On 9th August 2017 the Board of Director meeting No. 6/2017 had approved 
increase capital for USD 150,000.00  Total capital is USD 200,000.00 There is no
 change for share ratio.
      QLTM had started business operation until early of year 2020, there was 
the Corana Virus (COVID-19) with the crisis of political situation in Myanmar,
the company could not be able to service to the customers. The company keep
monitor closely of the political situation in Myanmar and the situation may last
long and by end of 2022, the situation was getting worst, there was a coup d'
etat, violence to control the situation cause QLTM could not operation the
business and find how to carry cash and cash deposit in bank back to Thailand.
The financial transaction had been control by the Myanmar government By this
situation it was beyond control. Then the Board of Director Meeting No. 7/2022
13 August 2022 had approved to dissolution of the business.  The company had
approved to dissolution of the business on 23 May 2024
  1.2 Simplified regulations of Stock Exchange of Thailand relate to criteria 
and conditions of disclosure of information of company registered in B.E. 2560
prescribed when registered company or subsidiary company had dissolution of
business must be disclosed.
We would like to inform that the company had been published the information thru
SET's information dissemination system on 8 January 2025 (Document No. Elen
001/2025 dated 8 January 2025)
           2. 9 months Years 2567 Result, company had reserved the expected 
credit loss of amount 8.6 Million Baht by a subsidiary company (Qualitech
Solution Energy Ltd.) having the Account Receivable of Financial Lease Agreement
which is the receivable from selling of electricity which generate from the
Solar Roof on the top of customer's factory who is the buyer of the electricity
from a subsidiary company. In August 2024, the customer had sold all assets to
other company exclude the Solar Roof which belong to a subsidiary
    2.1 Explain detail of business transaction of a subsidiary company and how 
to make a measure of auditing company's asset including of business progressive
and reason why a subsidiary company had dissolution of business
We would like to inform that Qualitech Solution Energy Ltd. (QSE) had registered
on 9 April 2021, the registration capital of 50 Million baht, company hold 70%
and other company holds 30% There are 3 Directors 1) Mr.Sannpat Rattakham  2)
Mr.Domdej  Sripinproach 3) Mr. Voravit Potisuk The business is produce
electricity and sell electricity form Solar cell
QSE had made contract selling of electricity with RSB Plastic Ltd. (Contracting 
Party) only 1 custom start produce and sold electricity on 1 October 2022 until
30 June 2024. The business operated by 1 year and 9 months. The company had
monitor and check the asset and the progressive of the business from time to
time since the company has to issue invoice to charge to customer by monthly
basis. By the end of July 2024 QSE got the information that RSB had sold assets
to a company (Buyer of Asset) which the Solar Cell of the company is installed
on the top of the factory. RSB did not inform to QSE in advance. QSE had to
contract directly to the buy of asset and after discuss with the Buyer of Asset,
the Buyer of Asset request to change the contract from "Selling Electricity
Contract" to be "Selling of Solar Cell Contract" The Board of Director meeting
No.9/2024 on 13 August 2024 had approved to sell the solar cell due to
consideration of remove all solar cell and to use for company there will be the
expense of remove solar cell and reinstall expense at the company. The expense
is higher than the benefit of using by company. This is reason why QSE had to
stop the business operation.
2.2	Detail of the contract with this customer e.g. how the contract made with 
this customer, period of the contract, the service period had provided to this
customer
We would like to explain that the Board of Director had approved the 1st project
with RSB Plastic Ltd. (Contracting Party) which registered on 25 July 1997, the
business is producing import, export the automobile and motorcycle accessories,
spare part. The business had been operated for 23 years. The contract is
"Selling electricity by the Solar Cell" The contract is 15 years, and the
contract does not specify the Bank Guarantee with the contracting party in order
to avoid risk if the contracting party could not run the business at any time.
The company will receive cash from Bank Guarantee. This is reason why company
had loss when the contracting party could not able to run the business since
June 2024. The Company had operated the business with contracting party only 1
year 9 months (1 October 2022 - 30 June 2024)
2.3	The policy of the company to reserve the expected credit loss of account 
receivable of financial lease agreement in the amount of 8.6 Million baht
including the allowance of impairment of investment in a subsidiary company and
future business plan of a subsidiary company
We would like to explain, QSE heads, set up the expected credit loss of account 
receivable of financial lease agreement due to the QSE  consider reserve
expected credit loss of account receivable of financial lease agreement due to
contracting party had sold all assets to a company without inform QSE in advance
and contracting party could not run the business anymore and did not pay
electricity charge for July 2024  QSE has the right to cancel "Selling
electricity contract"  in order to keep right for the owner of Solar roof and be
able to sell Solar roof to other company and change the contract with a company
who buy Solar roof from QSE to be " Selling Solar Roof contract". QSE has
balance Account Receivable of Financial Lease Agreement amount to 6.10 million
baht by the remaining of 8.60 million baht possibly could not get back from the
old contracting party and consider to reserve the impairment of investment loss.
QSE had issue the notice to the old contracting party in August 2024 to claim
the remaining balance Account Receivable of Financial Lease Agreement. If in
case QSE get cash from old contracting party, QSE will reverse the impairment of
 investment accordingly.
The company had reserved the impairment of investment of a subsidiary(QSE) by 
6.02Million baht due to the possibly not getting all balance of investment in
QSE If in case QSE get cash from old contracting party, QLT will reverse the
impairment of investment in QSE accordingly.
The Board of Director received information QSE that there is no plan for 
addition investment in other company
3. Progressive report of impairment of investment in PAS on 5 February 2024 with
the information from Note 23.4 stated that on 4 August 2022, company had bought
PAS share value 145 Million baht and PAS stop business in May 2023 which cause
the company got the total impairment of investment company sue to related
parties of selling share and 3 PAS management from the original sue of 7
parties. We would like to ask the Board of Director are there any counter
measure for the operation and financial status of the associated company after
investing and how to manage the situation of the associated company.
3.1	Timeline and detail in investing in PAS and the progressive of the prosecute
to relating party who selling shares and PAS management which company informed
on 5 February 2024.
We would like to explain detail of investing in PAS as per Board of Director 
Meeting record.
On 1 August 2022 Board of Director Meeting No.6/2023 approved to buy PAS share 
with the reason that company has policy to expand the business in other
industrial to make strong revenue and reduce risk in current business operation,
Then do the project feasibility and found interesting in Property Management.
The executive committee propose the project to Board of Director for approval,
1) Reason of investment     2) Industrial Trend 3) Report of feasibility study
from financial adviser and resulting report from lawyer
 However, the purchase of PAS share had been advised by the Audit Committee on 
20 July 2022, Chairman of the Audit Committee informed the evaluation is to
expend the business income and point out about the relating law, financial
support, price and financial structure which lawyer and financial adviser had
explained clearly which cover the risk may occur, benefit to receive, fair
value, financial structure and various assumption where the information are
accepted and PAS business is potential grow up in the future.
The meeting had considered together, discussed in all aspect and express all the
 complete advise, the majority votes had been approved for the project by
1.	Approve to buy PAS share by buying from TOS Holding Ltd. 45.40% and SP Inter 
Law Consult Ltd. 3.60% in total of ordinary shares 49.0% in the value of 144.55
million baht
2.	Approved company's director 2 persons, 1) Mr.Nick  Thanapoomikul  2) 
Mr.Thitiwat Teerakulthanyaroj to be PAS Directors
3.	Approved Board of EXCOM has authorization to deal with all contract relating 
to buying and selling shares e.g. Selling and Buying Shares Contract,
negotiation, review and clarify the conditions to follow the law and to follow
the advise from Financial and Lawyer advisers and include the contract between
shareholders
The progressive report after the company had informed since 5 February 2024, the
 company had prosecuted to the seller of share and PAS management by
On 27 February 2024, the company's lawyer had sue relating parties in selling 
shares and PAS Management (7 parties) charging of broken the buying and selling
shares contract to claim damage and violate as per black claim No P E203/2567 of
the Civil court of Southern Bangkok. The Court fixes the day for settlement of
issues or examine the plaintiff's witnesses (company) on 13 May 2024 at 9.00
hrs.
	On 13 May 2024, the day for settlement of issues or examine the plaintiff's 
witnessed (company) due to the first defendant did not testimony in due time,
the court demand the first defendant missed appointment to submit testimony but
defendants No 2 - 7 had submitted the testimony in due time the court considered
to let parties in a lawsuit had greed to mediate and negotiate before hand and
will send the case to mediate center the court set up the mediate on 19 June
2024 at 9.00 hrs.
	On 19 June 2024, is the date of mediate and it look like the parties in lawsuit
possibly to have positive negotiate and would like to postpone to 17 July 2024
at 13.00 hrs.
	On 17 July 2024, the date of mediate negotiations the company lawyer informed 
that the parties in lawsuit could agree the negotiation and the 1st defendant
missed submit the testimony, the court set up the date of examine the
plaintiff's of witnesses (company) on 31 October - 1 November 2024 at 9.00-16.30
hrs. and the date of examine of defendants 2 - 7 on 1 - 27 November 2024 at
9.00-16.30 hrs
On 13 August 2024, The Board of Directors meeting No 8/2024 had consider and 
ponder with reason and the advise from Risk committee and Auditing committee,
Which consider the statement of claim to fight the case of defendant and also
meeting with the advise from 3  lawyers to consider the trend of the case by the
conclusion from the fact that the evidence which the court believe that the 2,
5, 6, and 7 defendants will not guilty for this case and will not responsible to
refund the loss to the company or return the investment amount to the company
and will be the risk that the 2, 5, 6, and 7 defendants will sue back to the
company which the company using the rights dishonestly to claim loss from 2, 5,
6, and 7 defendants including the witnesses of company associate or ex associate
who testify before the criminal court may be claim in criminal court for the
perjury. The Board of Directors approved to withdraw the charge of defendants 2,
 5, 6 and 7.
On 9 September 2024 the company's lawyer issue the withdrawal the charge of 
defendant 2, 5, 6 and 7 to Civil court of the Southern Bangkok.
On 31 October - 1 November 2024 is the date of examine the plaintiff's witness 
(company) the court had informed the parties on 9 September 2024  the plaintiff
(company) had issued the withdrawal of defendant 2, 5, 6 and 7 and defendant 2,
5, 6 and 7 did not oppose, the company's lawyer had brought the
plaintiff(company) to the entire examine the plaintiff's witness ( 4 persons)
but the defendant 3 and 4, the court demand the date of the witness on 19 - 20
November 2024 at 9.00 - 16.30 hrs.
On 19 December 2024, the company's lawyer issue the closing argument to the 
Civil Court of Southern Bangkok. The court appoint to hear the judgment on 5
February 2025 at 9.00 hrs.


                         Signature ___________________________
                                    ( Mr.Wichai Prapusakpitak )
                                    The company secretary
                         Authorized to sign on behalf of the company

______________________________________________________________________

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