SET requests to clarify news or information


Subject                                  : The Board of Directors' Opinion on 
the Clarification of Information in the Financial Statements for the year ended
2024
Description                              :
Ref	Letter of Thai Parcels Public Company Limited No. TPL 006/2025 dated March 
24, 2025
As the Stock Exchange of Thailand (the "SET") issued a letter no. BorJor. 
30/2568 (2025) dated March 17, 2025 to Thai Parcels Public Company Limited (the
"Company") in respect of the financial statements for the year ended 2024 of the
Company submitted by the Company to the SET. In such financial statements, the
auditor issued an unqualified opinion with an emphasis of matters in case where
the Company issued a letter notifying the intention not to purchase the land for
a distribution center construction. When signing a contract for studying the
feasibility for investment, a deposit of 80 million Baht (30 percent of the land
purchase price) was placed. Currently, the Company cannot cash a cheque
received from the land seller with a purpose to refunding the deposit. In
addition, the Company invested in Walton Electronics Technology (Thailand) Co.,
Ltd. ("Walton"). These transactions used funds from the initial public offering
(IPO) totaling 125 million Baht, equivalent to 31 percent of the IPO proceeds,
which is a significant amount and may have an impact on the Company's business
expansion plans or operating result. Therefore, the Company is required by the
SET to clarify the following information through SET's disclosure system by
March 24, 2025 and disclose the opinions of the Board of Directors by March 31,
2025 so that the investors sufficiently receive significant information for
their consideration to invest in the Company's securities.
1.	Progress and investment plans in distribution center business, reasons for 
cancelling land purchase, progress in following up deposit and handling of a
guarantee, time frame for completion, including details of the land location and
the relationships between the land owner and the group of companies (e.g.
shareholders, directors and executives).
2.	Progress and investment plans in new business which the Company currently 
invests in Walton (e.g. factory construction, commercial income and expected
return).
3.	The Company's Board of Directors' opinion on the issues of (1) reasonability 
of the deposit payment in terms of both the rate and the conditions of the
guarantee, including consideration of the seller's ability to proceed under the
contract on the date of transaction approval (2) impact on the use of proceeds
from IPO funds in the future, business expansion and progress of new business
investment (3) measures to manage the use of IPO funds to avoid any losses which
 may occur.
With respect to the three aforementioned matters, the Company wishes to inform 
that it has already clarified and disclosed information regarding item 1 and 2
through the SET's disclosure system on March 24, 2025, as detailed in the
referenced letter. In this regard, the Company has convened a Board of
Directors' meeting on March 31, 2025, to consider the facts related to the
matters on which the SET has requested the Board of Directors' opinion. The
Company hereby provides clarification on item 3 in accordance with the
resolution of the Board of Directors, as follows:
(1)	Reasonability of the deposit payment in terms of both the rate and the 
conditions of the guarantee, including consideration of the seller's ability to
proceed under the contract on the date of transaction approval
The Board of Directors would like to inform that, when the Company was listed on
the SET, it intended to allocate a portion of the IPO Proceeds for investment
or business expansion, including the purchase of land and construction of
distribution center and/or service point. Subsequently, the Company changed the
intended use of such proceeds to include the purchase of land and construction
of distribution center and/or service point and/or factory or other buildings
related or for the investment in new business, in accordance with the resolution
of the Extraordinary General Meeting of Shareholders No. 1/2024. However,
considering that the Company has only one primary sorting and distribution
center located at its headquarters, the necessity to provide comprehensive
services and the anticipated growth of the distribution center and Fulfillment
Center business in the future, the seller offered to sell land located in an
industrial zone and that prior to entering into the Memorandum of Understanding
dated July 10, 2024 ("MOU") with the seller to study the feasibility of
investing in the land, the Company reviewed and confirmed that the seller is a
businessman, a director, and an executive of several listed companies, as well
as the legal owner of the land offered for sale to the Company. The Company
further verified that the land was free from any encumbrances. Additionally, the
seller is a shareholder of the Company, holding approximately 2 percent of the
Company's shares as at the date on which the MOU was executed. The seller also
informed the Company that multiple parties were interested in investing in such
land and required the Company to place a deposit within July 2024, otherwise,
the seller would proceed with negotiations with other parties. Moreover, the
Audit Committee and the Board of Directors duly considered the appropriateness
of entering into the MOU in accordance with the applicable regulations. The
Board of Directors views that such land has significant potential for business
operations and presents a great opportunity for the Company to invest in or
expand its distribution center business on the land. Therefore, the Board of
Directors deems it appropriate for the Company to enter into the MOU to explore
this business opportunity. The Company is granted the right to study the
feasibility of investing in and developing a distribution center and Fulfillment
Center on the land. The MOU clearly sets forth conditions that allow the
Company to decide, at its sole discretion, whether to purchase the land,
depending on the satisfaction of the Company with the results of the feasibility
 study and the legal due diligence of the land.
Additionally, the Board of Directors views that the deposit payment of 80 
million Baht (approximately 30 percent of the purchase price of the land) is
appropriate, as the Board of Directors has reviewed the value of the land based
on the Property Evaluation Report dated May 16, 2024 which was assigned by the
seller to Sasipakdi Company Limited ("SASI"), a property appraiser under the
list approved by the Office of Securities and Exchange Commission. SASI
designated 270,954,000 Bath as the value of such land. Furthermore, the Board of
Directors has considered the facts about the seller, noting that the seller is
a businessman and a director and executive of several listed companies, the
seller is indeed the legal owner of the land offered for sale to the Company,
and the land is free from any encumbrances. In addition, the seller possesses
other assets, such as shares in the Company, and there were no circumstances or
events at the time that would suggest the seller would be unable to refund the
deposit to the Company. The Board of Directors has assigned the management to
negotiate with the seller to prevent the seller from violating the conditions
under the MOU, by stipulating that: (a) The seller shall deliver the original
land title deed to the Company as evidence of the seller's intention not to
encumber or bind the land with any legal obligations or commitments while the
Company conducts its feasibility study on the land investment under the MOU; (b)
The seller shall deliver a check for 80 million Baht to refund the deposit in
the event that the feasibility study does not meet the Company's objectives; and
(c) The seller shall pay default interest in the event that the seller fails to
refund the deposit to the Company in accordance with the conditions under the
MOU. Therefore, entering into the MOU to study the feasibility of investing in
the land under these terms and conditions is deemed reasonable. Furthermore,
please consider the reasons for cancelling land purchase, progress in following
up deposit and handling of a guarantee, time frame for completion in item 1 of
the referenced letter.
(2)	Impact on the use of proceeds from IPO funds in the future, business 
expansion and progress of new business investment
The Board of Directors views that the delay in receiving the deposit refund from
the seller will not have a significant negative impact on the use of proceeds
from the IPO funds or business expansion, as the Company still has remaining IPO
funds for: (a) the purchase of land and the construction of distribution center
and/or service point and/or a factory or any other building related to or for
investment in new businesses, amounting to 110 million Baht, and (b) the
investment in new business, amounting to 60 million Baht.
 For the progress of the investment in new business, please refer to the 
clarification in item 2 of the referenced letter
(3)	measures to manage the use of IPO funds to avoid any losses which may occur.
The Board of Directors would like to inform that after the Company changed its 
intended use of proceeds as per the resolution of the Extraordinary General
Meeting of Shareholders No. 1/2567, the Company has reported the most recent use
 of the funds raised from the IPO as of December 31, 2024, as follows:
For the remaining use of the IPO proceeds, the Board of Directors has resolved 
to establish measures for overseeing the use of the IPO proceeds as follows:
1.	The Executive Committee shall be responsible for reviewing the use of the IPO
proceeds for (a) the purchase of land and the construction of distribution
center and/or service point and/or a factory or any other building related to or
for investment in new businesses; and (b) the purchase of investments in new
businesses. The Executive Committee shall propose the use of IPO proceeds to the
Risk Management Committee and the Audit Committee for review and opinion,
before submitting it for approval by the Board of Directors. Consideration must
take into account various factors, such as an Internal Rate of Return (IRR) of
no less than 7.00 percent per year, the Company's financial costs, investment
risks, the feasibility and success of the project, and compliance with the
investment procedure to consider and approve the investment under the delegation
of authority manual, including the criteria on entering into the acquisition of
asset transaction, criteria on entering into the connected transaction and
criteria to disclose information of the listed company as specified by the SEC
Office and the SET.
2.	The Executive Committee and/or the Board of Directors shall be responsible 
for reviewing the use of the IPO proceeds for cases other than those specified
in item 1 above (including the use of funds as working capital for the Company's
operations) and must strictly comply with the approval process under the
delegation of authority manual authority manual and any applicable relevant
regulations (if any).


                         Signature ___________________________
                                    ( Chaipipat Kaewtrirat )
                                    Mr. Chaipipat Kaewtrirat
                         Authorized to sign on behalf of the company

______________________________________________________________________

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