SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description                              :
SET009/2025
								April 24, 2025				

Subject:	  To Clarify important information in the financial statements for the 
year 2024 according to letter
  BORJOR. 144/2025

To: 	  President
	  The Stock Exchange of Thailand

Ref:	  A requested letter of clarification of information in the financial 
statements for the year 2024,
  BORJOR. 144/2025 from the Stock Exchange of Thailand	
  		
CC:	  The Secretary-General of the Office of the Securities and Exchange 
Commission

The Stock Exchange of Thailand has requested AKS Corporation Public Company 
Limited (AKS) to clarify information in its financial statements for 2024. The
auditors have the following observations: (1) additional investment in Green
Earth Power (Thailand) Company Limited (GEPT) by changing the share purchase
price by another 20% and changing the share acquisition payment to a commission,
which must return the difference to the Company but has not yet received a
refund of 255 million baht; (2) gradual repurchase of shares in Wind Energy
Holding Company Limited (WEH), but the Company was unable to pay when the
payment was due; (3) future business operations, which recorded a significant
amount of goodwill impairment. The above cases may affect the Company's
financial position, performance and business expansion. The Board of Directors'
opinion is requested via the Stock Exchange of Thailand's information disclosure
system by 24 April 2025. In addition, investors are requested to study the
financial statements and follow the Company's clarification.

1.	Additional investment in Green Earth Power (Thailand) Co., Ltd. ("GEPT") In 
September 2024, the Company's Board of Directors resolved to purchase GEPT
shares from Meta Corporation Public Company Limited ("META"), currently holding
11.5% for an investment of 1,382 million baht. The Company entered into a
contract with Planet Energy Holding Pte. ("PEH") to negotiate with META and paid
PEH a share acquisition fee of 300 million baht. In November 2024, a refundable
share deposit of 250 million baht was paid to META. However, in February 2025,
a resolution was passed to change the resolution, which will result in the
receipt of 255 million baht from PEH, but has not yet been refunded.


GEPT share purchase amount 12% consists of	Originally 1,050 million baht, 
reduced to 945 million baht.
-	GEPT share price (paid to META)	Originally 750 million baht, increased to 900 
million baht (20%), paid 250 million baht.
-	Share acquisition fee / commission (paid to PEH)	Originally 300 million baht 
share acquisition fee, paid in full, adjusted to 5% commission, equal to 45
million baht.

In 2024, the company recorded a loss from the fair value measurement of GEPT 
shares of 798 million baht (58% of the investment), resulting in a decrease in
investment from 1,382 million baht to 585 million baht. The auditor also noted
additional investment as above.

The Stock Exchange of Thailand would like to know the opinions of the Company's 
Board of Directors which is as follows:
1.1	The reasonable of the purchase price of GEPT shares and the additional 
purchase price adjustment of 20%, where the Company receives the same proportion
of shares and the fair value of GEPT shares is reduced, including the payment
of the deposit, along with a brief summary of the information used in
considering the investment.
Answer
Since the group of company currently holds 11.50% of the shares. In case of 
increasing the shareholding by another 12%, the company will have a total
23.50%. The company will receive an additional right, which it is of the seller
of the shares of 12%, with the said shares having an appraisal price of
900-1,200 million baht (the appraisal price by Silom Advisory Co., Ltd.
certified by the SEC.). The board of directors has approved the framework for
the transaction not exceeding 1,150 million baht, divided into the share price
of 750 million baht and the purchase agent fee of 300 million baht. Later, the
purchase price was adjusted to increase from the original 20% when combined with
the brokerage fee, which was reduced from the original 5% from the share price,
totaling 45 million baht. When combined with the share price, the total is 945
million baht, which is in accordance with the appraisal price of the independent
 financial advisor.

Payment term
							              Unit : Baht
Payment Period	Cash  / Transfer amount	Payment Due
Refundable Deposit	250,000,000	According to the Memorandum of Understanding for 
Investment in Target Companies dated November 19, 2024
Installment 1	250,000,000	Within 60 days from the date of signing the contract.
Installment 2	250,000,000	By 2025 and META transfers shares in proportion to the
 amount received.
Installment 3	150,000,000	When GEPT completes Phase 2 construction and 
commercial electricity distribution by June 2026 and META transfers all
remaining shares.
Total	900,000,000	

The information used in considering the investment in purchasing GEPT shares 
with META is the collateral in the form of share certificates that META has
ownership in, which AKS accepts to guarantee the payment of some of the shares
under the share purchase agreement to be jointly executed in the future, whereby
the collateral shall be calculated at a value not less than the value of the
compensation paid by the AKS Group to META.
META offering shares of Vintage Holding Japan Co., Ltd. ("VHJ") (a subsidiary in
which META holds a 100 percent stake) in the amount of 65,700,000 shares, with
a par value of 10 baht per share, totaling 657,000,000 baht, with an estimated
fair value of 787,427,710.95 baht (referring to the fair value assessment report
of the financial advisor listed by the SEC (Silom Advisory Co., Ltd.) dated
February 19, 2025, assessed using the net present value method of cash flow) as
collateral for the AKS Group when the share purchase agreement is signed and the
first installment payment is completed, as collateral with the value is not
less than the amount that the AKS Group has paid to META in the amount of
500,000,000 baht. VHJ currently has an investment contract (Investment Term
Sheet) by placing a refundable deposit, namely:


NuGen Power Company Limited ("NuGen") to study 3 biomass power plant projects:
1). Saga Biomass Power Plant Project with a production capacity of 25 megawatts 
("SAGA 25 MW")
2). Wakayama Biomass Power Plant Project with a production capacity of 25 
megawatts ("WAKAYAMA 25 MW")
3). Karatsu Biomass Power Plant Project with a production capacity of 50 
megawatts ("SAGA 50 MW")
1.2	The rationale and maximum benefit that the Company receives from PEH 
negotiating to purchase shares instead of negotiating directly with META, even
though the Company has a relationship as a shareholder of GEPT at 11.5%, along
with a summary of important information of PEH and the contract (such as
business operations, shareholders and directors, including the relationship with
the Company, shareholders, directors and executives on the date of the contract
to present, the time frame of the contract, important conditions under the
contract).
	Answer The reason why the Company appointed PEH to procure GEPT shares for us, 
PEH is responsible for negotiating with GEPT. The acquisition of such shares is
subject to the following important conditions:
-	The Company was originally unable to send a representative to be a director 
because it held shares in GEPT in a proportion of less than 20 percent of the
paid-up capital which is 11.5 percent of the paid-up capital. If the transaction
is completed as mentioned above, the Company will hold shares in the proportion
of 23.5 percent of the paid-up capital. Therefore, it must be possible to send
at least 1 representative to be a director of GEPT.
-	In the event that GEPT needs to increase its capital to proceed with the 220 
MW solar power plant project, PEH shareholders agree to be responsible for
arranging investment and paying all additional capital by themselves to be
sufficient for the project to be completed. The Company must maintain the same
proportion of shareholding in GEPT throughout the duration of the 220 MW solar
power plant project.
-	The resolution of the GEPT board of directors' meeting to approve the 
following important matters must be approved by at least 1 director nominated by
 the Company:
?	Increase or decrease of registered capital.
?	Approval of the annual budget.
?	Determination of investment plan.
?	Investment in power plant production and distribution projects other than the 
220 MW solar power plant project.
?	Entering into contracts with a value exceeding 50 million baht, only those not
 specified in the budget or investment plan approved by the board of directors.
?	Borrowing money with a credit line exceeding 100 million baht and creating 
various collaterals to secure the loan.
?	Determination of dividend policy and approval of GEPT.
?	Determination of dividend policy and approval of subsidiary company 
established in Myanmar.
-	 The Company is protected by minority shareholding (12%) in GEP with right to 
veto resolution of
    shareholders' meeting to approve important matters as follows:
?	Increase or decrease of registered capital.
?	Entering into a contract with a value exceeding GEP's registered capital.
?	Borrowing money with a loan amount exceeding GEP's registered capital.
	1.2.1 Contractor: Planet Energy Holding Pte.
	       The directors of Planet Energy Holding Pte who is authorixed to affix 
signature and be binding on
       the company is Mr. Supasit Pokinjaruras.

	       List of Shareholder of Planet Energy Holding Pte.
NO	List of Shareholder	Share amount	Percentage
1	AVA ASIA LTD.	          5,000	                    100

AVA ASIA LTD. generates PV solar power plants for industry, commercial and 
utility scale.
1.2.2	Relation
	Not relevant with the Company and subsidiaries.
1.2.3	Condition
	PEH's terms and conditions to comply with this contract.
1)	PEH has to negotiate with GEPT on the matter of AKS being a board member 
(Board Seat) of GEPT for 2 seats and allowing AKS to exercise the Veto right to
attend important meetings, such as capital increase, management, etc.
2)	Cases where a special resolution is required under relevant laws, including:
(1)	Amendment of the Company's Articles of Association and/or Memorandum of 
Association.
(2)	Liquidation or termination of the Company's business.
(3)	Increase or decrease of the Company's capital.
(4)	Merger with another company.
(5)	Issuance of new shares as fully or partially paid-up shares, not in cash.
(6)	Conversion of the Company's status to a public company.
(7)	Entering into a contract or agreement with a value exceeding the Company's 
registered
Capital.
(8)	Incurring financial debt   (including borrowing and issuing debt 
instruments)        by the
Company in excess of the Company's registered capital, including creating any 
collateral to secure financial debt, applicable to the financing of the Minbu
Solar Power Plant Project, Myanmar.
1.3  Progress and actions to obtain GEPT shares and receive money back from PEH,
 including risk prevention
measures (such as collateral), time frame to receive GEPT shares and receive 
full refund.
Answer According to the resolution of the 5/2568 meeting on March 31, 2568, the 
Company requested an extension of the MOU for investment in PEH and an extension
of the GEPT common stock purchase agreement from the original end date of March
31, 2568 to April 30, 2568. Due to the earthquake situation on March 28, 2568
in Myanmar, the Company would like to know the possible impact on the
construction of the solar power plant in Minbu City, Myanmar, before considering
to request an extension of the contract. Initially, the Company received a
report from META that GEP (Myanmar) Company Limited in the power plant section,
Phase 1, which has already sold electricity commercially, has not been affected
to the extent that it has caused any damage to utilities, equipment, and
electricity generation. Therefore, it is expected that this information will be
forwarded to the Board of Directors for consideration in making a GEPT common
stock purchase agreement.
Regarding risk prevention measures The Company has announced the collateral as 
shares of Vintage Holding Japan Co., Ltd. ("VHJ") (a subsidiary in which META
holds a 100% stake) in Section 1.1 as a risk prevention measure.
The Company will report the progress of any actions along with submitting 
quarterly financial statements to the Stock Exchange of Thailand on a regular
basis.

2.   Gradual repurchase of shares of Wind Energy Holding Company Limited (WEH)
In the second quarter of 2024, the Stock Exchange of Thailand requested the 
Company to clarify the information regarding the contract to sell 1.25 million
WEH shares and repurchase at a higher price. The Company explained that it was a
loan contract using WEH shares as collateral, in which the borrower must
transfer back the WEH shares when the full payment has been made according to
the loan agreement.
In 2024, the Group was unable to pay the 5.2 million baht on schedule and has an
additional 86.2 million baht to be paid within 2025. In addition, the Company
recorded a loss from fair value measurement of 431 million baht (33% of the
investment), resulting in a decrease in investment from 1,290 million baht to
859 million baht. The auditors have the above observations and the contract to
sell WEH shares and repurchase at a higher price.
The Stock Exchange of Thailand would like to know the opinions of the Company's 
Board of Directors which is as follows:
2.1	Measures to prevent the risk of WEH being seized, which is collateral for 
the loan.
Answer  In this case, the Company There is a good relationship that can be 
negotiated with creditors who can agree on such a solution, such as requesting
an extension of the debt payment period, etc.  The creditors responded by
extending the debt repayment period. Currently, there has never been an incident
 where creditors have requested to seize collateral from the company.
2.2	Progress on debt repayment that is due and measures to repay debts due in 
2025 as scheduled.
Answer  Some debts have been paid on time. In cases where debts cannot be paid, 
the company has a guideline to negotiate an extension of the debt repayment
period with creditors. Currently, there has been no default on such debts.

3.    Future Business Operations
In 2024, the Company recorded impairment of goodwill of Egronix Co., Ltd. 
(engaged in the business of manufacturing and distributing hemp and cannabis:
100% subsidiary of company) by 1,034 million baht from an investment value of
1,200 million baht, resulting in goodwill remaining at 101 million baht. In
addition, the Company recorded losses from the fair value measurement of GEPT
and WEH as specified in items 1 and 2 totaling 1,229 million baht, which the
auditors have noted above.
The Stock Exchange of Thailand would like to know the opinions of the Company's 
Board of Directors which is as follows:
3.1  Future hemp and cannabis business policies,  including measures to prevent 
risks from various future
 investments to prevent impacts on the Company's financial position, 
performance, and liquidity.
 Answer The company's policy is to find partners to jointly develop the hemp and
cannabis business. In the   event that the company has progress, it will report
 the progress via the Stock Exchange of Thailand system.
3.2  Completeness and adequacy of goodwill or fair value of investments.
	Answer The Company records goodwill or fair value of investments in accordance 
with accounting standards in a specified period. In measuring the fair value of
such investments, if the value of such investments has increased in the future,
the fair value can be adjusted upwards. The management and directors are of the
opinion that the recording of goodwill and fair value of investments is complete
 and adequate.

Please be consideration.
Sincerely yours,


( Mr. Sa-nga Tanti-amornphong )    ( Mr. Chamnarn Wangtal )
           	Director		                                   Director


                         Signature ___________________________
                                    ( Mr. Sa-nga Tanti-amornphong  and Mr. 
Chamnarn Wangtal  )
                                    Director
                         Authorized to sign on behalf of the company

______________________________________________________________________

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