SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description                              :
The Stock Exchange of Thailand ("SET") requests King Gen Public Company Limited 
("the Company") to clarify additional information and disseminate it through the
SET's system regarding the items appearing in the financial statements for
Q1/2025, as follows:
1. Advance Payment of 160 million Baht for a Potential Land Purchase
Summary of Key Information in Q1/2025 Financial Statement and Additional 
Clarifications Requested
1. Advance Payment of Land Acquisition Fee of 160 MB:
In the past year, the Company made advance payments totaling 160 million Baht to
companies from which it intended to purchase land. These payments were related
to projects under study. However, due to project cancellations or
non-fulfillment of investment conditions, the Company could not proceed with the
investments as initially planned. The Company is in the process of negotiating
contract terminations with the counterparties. Details are as follows:
1st: On August 14, 2024, the Board of Directors of a Subsidiary Company (Montri 
Transport Corporation Plc. (MONTRI)) signed a Memorandum of Understanding (MOU)
to study the feasibility of investing in land with a third-party company to
develop a charging station or other related operations, valued at 600 MB. An
advance payment of 180 MB was made. Later, on October 14, 2024, MONTRI notified
the cancellation of the MOU because the investment for developing the charging
station was not economically viable. The Company received a refund of 50 MB and
130 MB in December 2024 and March 2025, respectively.
2nd: On February 27, 2025, the Board of Directors approved a feasibility study 
for investing in land with a third-party company to develop office space for the
group and operate charging stations for subsidiaries, as well as other
businesses, and approved an advance payment of 160 MB.
The Company is requested to clarify the following information:
(1) The details and differing conditions of the land from the previous two 
reports, including land price, area, and location of the land, as well as the
total investment value.
(2) The source of funds for the advance payment and the remaining land price. In
cases where the remaining land price and investment in land development
mentioned above are involved, a clear statement must be made whether they are
related party transactions or otherwise.
The Company is requested to report the progress of the aforementioned investment
and development projects, along with the timing of payment installments or when
 significant progress on the investment in the project is known.

The Company would like to clarify as follows:
1.1 In the initial feasibility study for investing in and purchasing land for 
project development, the subsidiary (Montri Transport Corporation Plc. or
MONTRI) intended to develop the land into a car park. The study results showed
an estimated return on investment of approximately 4%, which was considered
quite low, as income from car parking services yielded low profit margins.
Coupled with the land price, which had to be paid in cash in a single sum, the
return was not commensurate with the investment. Therefore, the Board of
Directors resolved to cancel the Memorandum of Understanding (MOU) with the
landowner for the said project and reclaim the deposit.

1.2 However, as the Company saw the potential for commercial project development
on the land, given its large rectangular shape with a long frontage of
approximately 80 meters along the main road, the Company negotiated with the
landowner to bargain for a lower price. The landowner offered a reduced price of
no more than 420 million Baht (with the final sale price referencing the
average appraisal value from two independent valuers) and agreed to allow the
Company to pay for part of the land with newly issued shares. Therefore, the
Company proceeded to conduct a feasibility study for development in a different
form, with different objectives and project details from the initial MOU study,
as follows:
Subject	Feasibility Study Round 1	Feasibility Study Round 2
Seller 	ZS Properties Co., Ltd. and Siam Standard Energy Co., Ltd.
Buyer	Montri Transport Corporation Plc. ("MONTRI") (KGEN's subsidiary)	King Gen 
Plc. ("KGEN")
Purchase Price and Payment Terms	The sellers offered the land at an approximate 
price of 600 million Baht, to be paid fully in cash.	-	The sellers set the
offering price based on the average appraised value from two independent
property appraisers, with a condition that the final sale price shall not exceed
425 million Baht. If the average appraised value exceeds 425 million Baht, the
buyer has the right to cancel the transaction.
-	Payment terms: 160 million Baht in cash, with the remaining approximately 260 
million Baht to be paid via newly issued KGEN shares based on the market price
at the time of the KGEN Board of Directors' meeting for transaction approval.
Land Area	8,478.8 square wah
Land Location	Bangphliyai, Samutprakan
Purpose of Land Acquisition	To develop a parking lot for MONTRI's fleet and for 
general public vehicle parking.	1.	To develop office buildings for the company
and its affiliates
2.	To serve as a parking depot, office building, and maintenance center for 
MONTRI's entire fleet, including office facilities for MONTRI staff
3.	To develop a car showroom at the front portion of the land
4.	To lease part of the land to retail operators
Expected Return (IRR) 	4%	Approximately 8% - 9%
Timeline for Payment of Land Price	The feasibility study period is 120 days. 
Upon completion, the results will be submitted for official approval by the
company's Board of Directors, after which the transaction will proceed. 	The
feasibility study period is 90 days, with the option to extend for up to an
additional 60 days. Upon completion, the results will be submitted for official
approval by the company's Board of Directors, after which the transaction will
proceed.
Project Development Timeline	Expected construction period is approximatelyv1-2 
years.	Expected construction period is approximately 2-3 years.
Funding Source for Land Payment	Cash flow from operations and partial financing 
from financial institutions.	Cash flow from operations and issuance of new KGEN
shares for the remaining land payment.

1.3 From the second study, it was found that the development of the project was 
feasible and yielded a higher return than the first study. Therefore, after
MONTRI cancelled the MOU (first study) and received the deposit refund, the
Company presented the study results to the Board of Directors, with key points
as follows:
1.3.1 The conditions for purchasing the land became more attractive, both in 
terms of the reduced sale price and the payment method that did not require the
full amount in cash.
1.3.2 The new concept for developing the project on the land was more appealing 
than developing it into a car park, as initially studied. Coupled with the
commencement of the electric vehicle business, the Company needed to find
suitable land for establishing a car showroom. The said land is located along a
main road and is suitable for developing a car showroom building.
1.3.3 The current land used as MONTRI's car park is entirely leased with a short
lease period, posing a risk if the original lessor does not renew the lease.
The land intended for this project is suitable for developing into a replacement
 car park for MONTRI.
1.3.4 The expansion of the electric vehicle business necessitated hiring more 
employees. Thus, the idea arose to develop an office building on the said land
to serve as the Company's and its subsidiaries' office, accommodating business
expansion and an increased number of employees, and saving costs.
For the reasons mentioned above, the Board of Directors conceptually approved 
and authorized the Company to place a deposit with the landowner to secure the
right to purchase the said land, stipulating that the Company would be the
purchaser of the land for project operation, as part of the land payment would
be made with new capital increase shares of the Company.
1.4 Currently, the Company is in the process of conducting further studies on 
the feasibility of investing in the project as per the Board of Directors'
opinion, as well as negotiating the land purchase terms with the landowner, to
resubmit the study report to the Board of Directors for approval of the
transaction. The Company will also need to calculate the transaction size and
comply with relevant laws and regulations of the SET and SEC.
1.5 Furthermore, under the feasibility study conditions, part of the land 
payment must be made with capital increase shares. If the Board of Directors
approves the Company's entry into the land purchase and project development
transaction, the Company will need to convene a shareholders' meeting to approve
the capital increase. Currently, the Company is still in the process of
collecting payments for the Private Placement ("PP") capital increase shares,
which was already approved by the Extraordinary General Meeting of Shareholders
No. 2/2024 held on October 18, 2024. Only after this process is completed will
the Company convene a shareholders' meeting to seek approval for the capital
increase to pay for the land. The Company recently received an additional 240
million Baht in capital increase payments, as reported via the SET's website on
June 10, 2025. As of now, there are still 160 million Baht in PP capital
increase shares pending payment, which the Company is currently following up on
with the eligible PP investors.

2. Investment in Omoda & Jaecoo Manufacturing (Thailand) Co., Ltd. (OJMT)
2. Investment in Omoda & Jaecoo Manufacturing (Thailand) Co., Ltd. (OJMT)
On February 2025, the Board of Directors of King Gen Auto (KGA), a 100% owned 
subsidiary, invested 230 MB in OJMT. This resulted in KGA holding 24.35% of
OJMT's shares. The Management considered that KGA did not have significant
involvement in the financial and operational decision-making, nor did it have
significant influence over the company. Therefore, the investment in OJMT was
recorded as a financial asset. Information from KGEN disclosed on March 17,
2025, and April 17, 2025, stated that KGEN appointed Mr. Navaporn
Kiatkhachornwong (CFO of KGEN) to serve as a Director of OJMT, and OJMT is
considered an associate of KGEN.

Please provide the opinion of the Board of Directors regarding the 
appropriateness of recording the investment in OJMT as a financial asset,
considering that as of April 2025, the Company disclosed information stating
that OJMT is an associate, including measures for supervising and monitoring the
 investment in OJMT.

Opinion of the Board of Directors:
2.1 As appeared in the financial statements as of December 31, 2024, and March 
31, 2025, the Company recorded its investment in OJMT as a financial asset. This
was because the Board of Directors considered that even though King Gen Auto
Co., Ltd. (KGA), a 100% owned subsidiary, resolved to increase its capital in
OJMT by 230 million Baht, representing a shareholding proportion of 24.35%,
which technically falls under the criteria for an associate, additional context
was considered. This additional context included the authority of the Company's
director in OJMT, where KGEN appointed Mr. Navaporn Kiatkhachornwong (CFO of
KGEN) to serve on the Board of Directors of OJMT. However, Mr. Navaporn
Kiatkhachornwong did not participate in setting financial policies or making
other significant decisions, such as the appointment/removal of
directors/executives/key personnel within OJMT. Therefore, the Board of
Directors, after consideration, deemed it appropriate to record the investment
in OJMT as a financial asset.
2.2 Subsequently, King Gen Auto Co., Ltd. (KGA), a subsidiary of the Company, 
acquired an additional shareholding in OJMT, amounting to approximately 40% of
the paid-up registered capital, on June 13, 2025. Furthermore, the Company will
appoint one more of its personnel to serve as a Director in OJMT, resulting in
the Company having a total of 2 directors out of 5 total directors in OJMT. This
is in line with the group's increased shareholding proportion in OJMT, which
will enable the Company to participate in setting policies and making
significant decisions within OJMT appropriately based on its shareholding. Based
on this increase in OJMT directors, the Company therefore considered OJMT's
status as an associate company.
2.3 The Board of Directors has established measures for governing and monitoring
the investment in OJMT by requiring the KGEN representatives appointed to the
OJMT Board of Directors to present financial status reports and any other
important information related to the OJMT investment to the KGEN Board of
Directors for acknowledgment every quarter.
3. Termination of Contracts Related to the Group's Core Business:
3. Termination of Contracts Related to the Group's Core Business: In April 2025,
the Company group issued notices to terminate various contracts, summarized as
follows:
- Termination of land lease agreements for electric vehicle charging stations 
with several companies, effective May 1, 2025, and June 1, 2025, respectively,
even though the contracts were set to expire in March 2033 and January 2034.
- Termination of financial lease agreements for electric vehicles with a 
subsidiary, effective immediately, ceasing the recognition of profit from these
financial leases (Q1/2025 showed a profit of 2.38 MB from this).
- Termination of a vehicle lease agreement with one company due to breach of 
contract and the lessor's failure to perform duties. The lessor is required to
return the security deposit and previously paid lease fees, effective
immediately (Q1/2025 showed expenses related to this lease contract of 57 MB,
representing 154% of net loss).
The Company is requested to clarify the following information:
(1) The reasons for the aforementioned contract terminations, providing separate
explanations and detailed summaries for each contract, such as the names of the
contracting parties (both lessee and lessor), business operations,
relationship, value of loans or money the Company paid or deposited as
collateral with the counterparty, repayment schedule, etc.
(2) The opinions of the Board of Directors regarding the risks and impacts on 
the group's business operations, financial position, and operating performance
resulting from these contract terminations. This should include a summary of the
businesses the group will continue to operate in the future and measures to
mitigate potential risks.
The Company would like to clarify as follows:
3.1 The Company and its subsidiaries have entered into the following contracts 
to support the group's electric vehicle (EV) logistics services business:
3.1.1 EV Lease Agreement The Company (KGEN) and Montri Transport Corporation 
Public Company Limited (MONTRI), a subsidiary of the Company, entered into an EV
lease agreement with a certain company (as the lessor). The lessor is not a
related person of the Company or its subsidiaries, nor does it have any
shareholding or management relationship. Subsequently, the lessor breached the
lease agreement by failing to provide replacement vehicles for those undergoing
maintenance or repair. Furthermore, the Company and MONTRI were unable to use
the leased vehicles for the purpose of the agreement due to excessively long
repair times, which caused damage to the Company. The Company therefore issued a
letter terminating the agreement with the lessor on April 11, 2025. The Company
and MONTRI are currently in the process of compiling damages from the lessor's
breach of contract, having reserved the right to claim damages, security
deposits, and lease fees back from the lessor.
3.1.2 EV Sublease Agreement The Company entered into an EV sublease agreement 
with Waruka 888 Co., Ltd., a subsidiary, to sublease EVs that the Company leased
from the lessor for use in Waruka 888 Co., Ltd.'s logistics services business.
Subsequently, when the Company terminated the EV lease agreement with the
lessor, the Company and Waruka 888 Co., Ltd. mutually agreed to terminate the EV
 sublease agreement.
3.1.3 Land Lease Agreements for Parking and EV Charging Stations for Leased 
Vehicles The Company entered into the following land lease agreements for use as
parking spaces and EV charging stations (EV Charger) for leased vehicles at 4
locations (Laemchabang, Siracha, Bangduea, and Lamlukka). The lessors are not
related persons of the Company or its subsidiaries, nor do they have any
shareholding or management relationship. Subsequently, when the Company and
MONTRI terminated the EV lease agreements with the lessor, there was no longer a
need to utilize the leased land. The Company is currently negotiating with the
landowning lessors to reach an agreement.
3.1.4 Electricity Purchase Agreements The Company entered into electricity 
purchase agreements from charging equipment with two companies for use as EV
charging stations (EV Charger) for leased vehicles at 5 stations (Laemchabang,
Maptaphut, Siracha, Bangduea, and Lamlukka). The sellers are not related persons
of the Company or its subsidiaries, nor do they have any shareholding or
management relationship. Subsequently, when the Company and MONTRI terminated
the vehicle lease agreements with the lessor, there was no longer a need to
utilize the leased land. The Company therefore notified the termination of all
electricity purchase agreements and is currently negotiating with the sellers to
 reach an agreement.
3.2 The termination of all the aforementioned contracts relates to the electric 
vehicle logistics services business. However, since the termination of the
vehicle lease agreements was caused by the lessor's breach of contract,
resulting in damage to the Company, these terminations are undertaken to protect
the interests of the group. The Company and MONTRI have already reserved their
rights to claim from the lessor. And once the Company terminated the vehicle
lease agreements with the lessor, the Company was necessarily required to
terminate other related agreements. The Company is currently managing the risks
by negotiating terminations with the relevant counterparties.
3.3 The Board of Directors met at the Board of Directors' Meeting No. 2/2025 on 
April 10, 2025, and was of the opinion that the termination of contracts related
to the logistics business would result in a decrease in revenue from
transportation services. However, the group's operating costs would also
decrease accordingly. Based on the operating results from the past year, the EV
logistics transportation business incurred losses, partly due to the vehicle
lessor's non-compliance with the agreement, which led to higher operating costs
that were disproportionate to the expected revenue, and the unfavorable
logistics business conditions. Therefore, these contract terminations will help
reduce the group's losses. The group will continue its policy of operating the
logistics transportation business but must consider and evaluate the overall
logistics business situation. If the overall business conditions do not improve,
the group may consider slowing down such operations, and may also consider
changing the type of vehicles used for services, as well as target customer
groups, to maximize profitability.
3.4 The group continues to operate the following businesses: providing 
non-scheduled passenger transport services, including employee shuttle services
and general car rentals for tourism; providing freight transport and handling
services; providing non-scheduled bus and van passenger services; providing
logistics services (land-based); engaging in investment business in vehicle
manufacturing and distribution (including electric vehicles); manufacturing and
distributing vehicles, electric vehicles, and electric-powered vehicles under
the OMODA and JAECOO brands, as well as other brands under Chery Group.

	
Please be informed accordingly.



Sincerely yours,
King Gen Public Company Limited

		
(Miss Pornthip Trongkingtorn)
Chief Executive Officer

	


                         Signature ___________________________
                                    ( Miss PORNTHIP TRONGKINGTORN )
                                    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.

If you would like to see the full details of this information, please click view
 "full details" in attached file.