Date/Time 24 มี.ค. 2568 18:34:00

Headline

Clarification of the financial statements for the year 2024 requested by SET

Symbol TPL
Source TPL
SET requests to clarify news or information Subject : Clarification of the financial statements for the year 2024 requested by SET Description : As per the letter No. BJC 30/2568 dated March 17, 2025, from the Stock Exchange of Thailand ("SET") to Thai Parcel Co., Ltd. (Public) ("the Company") regarding the financial statements for the year 2024, which the Company submitted to SET, the auditor raised concerns regarding the Company. Therefore, to ensure that investors are provided with sufficient important information to make informed decisions when investing in the Company's securities, SET requests the Company to clarify the information and publish it through the SET system by March 24, 2025. Regarding the opinion of the Company's Board of Directors, the Company is requested to clarify it by March 31, 2025, as follows: The progress and investment plans in the logistics center business, reasons for canceling the land purchase, progress in tracking the deposit and actions on the collateral, the timeline for completion, as well as the details of the land location and the relationship between the land seller and the Company's group (e.g., shareholders, directors, and executives). The progress and investment plans in the new business, which currently include the Company's investment in Walton Co., Ltd. (e.g., construction of factories, commercial revenue, and expected returns). The opinion of the Board of Directors regarding: (1) the reasonableness of the deposit payment in terms of the rate and conditions for the collateral, as well as the consideration of the seller's ability to perform under the contract as of the approval date of the transaction; (2) the impact on future IPO fund usage plans, business expansion, and progress of further investments in new businesses; (3) measures to manage the use of IPO funds to prevent potential damage. Therefore, the Company would like to clarify each of the following points: Progress and Investment Plans in the Logistics Center Business, Reasons for Cancelling the Land Purchase, Progress in Tracking the Deposit and Actions on the Collateral, Timeline for Completion, Land Location, and the Relationship of the Land Seller with the Company's Group (e.g., Shareholders, Directors, and Executives): The Company would like to inform you that the Company is still in the process of studying investment plans in the logistics center business, including the purchase of land and the construction of logistics centers and/or service points and/or factories, or other related buildings for investment in new businesses. The Company plans to use up to 190 million Baht of the funds raised from the Initial Public Offering (IPO), which represents approximately 48% of the IPO funds within 2025. The Company has conducted feasibility studies on potential land to develop into a logistics center. After completing the study, it was found that the value of the land the Company was interested in and had deposited, as raised by the auditor in the 2024 financial statements, significantly differed from the Company's original estimate. Therefore, the Company decided to cancel the project and is currently in the process of finding a new piece of land with suitable potential, location, and price for future investment in a logistics center and/or service point and/or factory. The reason for canceling the land purchase, as raised by the auditor, is that before the Company signed the Memorandum of Understanding (MOU) on July 10, 2024, to study the feasibility of investing in the logistics and Fulfillment Center on this land, the seller had assigned Sasipak Co., Ltd. ("SASI"), an asset appraiser approved by the Securities and Exchange Commission ("SEC"), to appraise the value of the land. The total area consists of seven plots, with a total area of 45-0-63.6 rai, located in Gateway City Industrial Estate, Huasamrong Sub-district, Plangyaw District, Chachoengsao Province. The seller is a shareholder holding 2.03% of the Company's shares (as of the XM date on August 28, 2024), but is not related to the Company's executives or directors. SASI appraised the land value at 270,954,000 Baht in the asset appraisal report dated May 16, 2024, which was the preliminary purchase price that the seller proposed and agreed with the Company under the MOU. The Company entered into the MOU with the seller quickly as the seller indicated that there were several interested investors, and a deposit was required by July 2024; otherwise, the seller would negotiate with others. However, after the Company signed the MOU and paid the deposit, the Company had an additional appraisal by Grand Asset Advisory Co., Ltd. ("GAA"), another SEC-approved asset appraiser, which appraised the land's value at 153,540,000 Baht on December 24, 2024. This appraisal value was significantly lower than SASI's, leading the Board of Directors meeting No. 1/2025 held on January 2, 2025, to cancel the land purchase and investment in the land. As a result, the Company notified the seller on January 3, 2025, of the decision to cancel the purchase. However, when the Company attempted to cash the deposit refund check on February 5, 2025, the bank refused payment. Subsequently, the Company sent a demand letter on February 17, 2025, requesting the seller to refund the deposit with interest. The seller did not settle within the given period, and the Company proposed hiring a lawyer to pursue legal action to recover the deposit. The Company expects the lawyer to take legal action by April 2025. Progress and Investment Plans in the New Business, Specifically the Investment in Walton Co., Ltd. (e.g., Construction of Factories, Commercial Revenue, and Expected Returns): The Company would like to clarify that the investment in Walton Co., Ltd. is part of its new business investment. The Company has invested 45 million Baht, which is part of the IPO funds totaling no more than 105 million Baht, representing 27% of the IPO funds. The Company still has 60 million Baht available for new business investments and is currently studying the feasibility of other new business investments. It is expected that the remaining funds will be fully invested by 2025. The Company will carefully assess the viability of new business investments, considering factors such as internal rate of return (IRR) of at least 7% per year, financial costs, and investment risks. The Company will also comply with the approval procedures and criteria for asset acquisitions and disclose information as required by the SEC and/or SET. The investment in Walton Co., Ltd. was approved by the Extraordinary Shareholders' Meeting No. 1/2024, which authorized changes to the use of the IPO funds. This ensures the funds are managed effectively and contribute to the Company's sustainable growth. The Company believes that the investment in new businesses will enhance the Company's competitiveness, and the electric vehicle industry, which is growing rapidly globally, will significantly impact the automotive sector in Thailand. As of the date of this letter, Walton Co., Ltd. has completed its factory construction in Chonburi and received ISO certifications for production management of battery controllers and related environmental, safety, and health standards. The factory is in the process of testing machinery and production processes, with commercial operations expected to start in Q2, producing products for electric vehicles and related electronic devices. The Company expects an internal rate of return (IRR) of approximately 24.2% from the 45 million Baht investment within six years. Signature ___________________________ ( Chaipipat Kaewtrirat ) Chief Executive Officer Authorized to sign on behalf of the company ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. 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