Date/Time 03 Oct 2025 17:02:00

Headline

Clarification of additional information in the financial statements for Quarter 2, 2025 as requested by the Stock Exchange of Thailand (Amended) (Revised)

Symbol EP
Source EP
SET requests to clarify news or information Subject (Update) : Clarification of additional information in the financial statements for Quarter 2, 2025 as requested by the Stock Exchange of Thailand (Amended) Description (Update) : Subject : Clarification of additional information in the financial statements for Quarter 2, 2025 as requested by the Stock Exchange of Thailand (Amended) Attention: The Board of Directors and Managing Director The Stock Exchange of Thailand Attachment: 1. The Company's Financial Statements for the Second Quarter of 2025 2. Company News dated 26 November 2024 3. The Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction As notified by the Listed Company Supervision Department of the Stock Exchange of Thailand, Eastern Power Group Public Company Limited (the "Company") has been requested to provide additional information regarding the Company's financial statements for the second quarter of 2025 on 17 September 2025, and to disclose such additional information through the SET information disclosure system within 24 September 2025. The Company hereby informs as follows: 1. Progress on the Disposal of Ordinary Shares in EPVN W2 (HK) Co., Ltd. As the Company has notified regarding the disposal of the ordinary shares in EPVN W2 (HK) Co., Ltd. on 22 November 2024, the Board of Directors meeting of the Company was resolved to approve EP Group (HK) Co., Ltd. ("EP-HK" or "Seller"), an indirect subsidiary of the Company holding 100% of the shares, through Eternity Power Public Company Limited ("ETP"), a subsidiary of the Company in which the Company holds 81.40% of the shares, to sell 100% of the ordinary shares issued and paid-up of EPVN W2 (HK) Co., Ltd. ("EPVN") to BCPG Investment Holdings Pte. Ltd. ("BCPGI" or "the Buyer") for a total amount of VND 3,394,932 million (or approximately THB 4,613.71 million) ("Share Sale Transaction"). EPVN operates 2 wind power plant projects with a combined installed capacity of 99 megawatts (MW) in Chu Prong District, Gia Lai Province, Socialist Republic of Vietnam ("Project Gai Lai") i.e. project CBTN and project PTMN ("Project"), with a combined installed capacity of 49.5 megawatts (MW) of each project. The Company hereby the report of the progress on the disposal of ordinary shares in EPVN W2 (HK) Co., Ltd. as follows: Currently, project CBTN and project PTMN have been approved to conduct the power quality test by the Central System Operation Center and the testing is scheduled to commence within September 2025. Upon completion thereof, the Project will proceed to request the approval for Commercial Operation Date ("COD"), which is expected that COD will be achieved and commenced within 2025. In this regard, the Company and BCPGI are in the process of fulfilling the conditions precedent under the Share Sale and Purchase Agreement ("SSPA"), the key condition precedent is the commercial operation of the CBTN Project and the PTMN Project. The Company expects to be able to satisfy such conditions precedent under the SSPA and receive the first installment of the share transfer payment within 2025. However, a long-stop date of SSPA is 30 September 2025 and in the event that the parties are unable to satisfy the conditions precedent within such period. The Company and BCPGI will jointly consider the extension of the completion of conditions precedent. In addition, the Company has obtained project financing from Bank for Investment and Development of Vietnam ("BIDV") in the total amount of approximately THB 3,000 million (equivalent to 70 percent of the project value). The first loan drawdown, in the amount of approximately THB 1,500 million, will be available immediately upon the COD of the CBTN and PTMN projects have commenced, which will be earlier than the receipt of the first payment from BCPGI. 2. Connected Transaction According to Article 6 of the notes to financial statements, there is a short-term loan from a related company in the amount of THB 115 million, which is a short-term loan from Aqua Corporation Public Company Limited (AQUA), with the following details: Loan Date Maturity Date Loan Amount (THB) Interest Rate (%) Interest Amount (THB) Collateral Purpose 7 Mar 2025 30 Sep 2025 15,000,000.00 8.50 726,575.34 Ordinary shares in Eternity Power Public Company Limited (ETP) For business working capital and/or repayment of loans 12 Mar 2025 30 Sep 2025 55,000,000.00 8.50 2,600,068.49 Ordinary shares in Eternity Power Public Company Limited (ETP) For payment of debenture interest due in March 2025 31 Mar 2025 30 Sep 2025 5,000,000.00 8.50 214,246.58 Ordinary shares in Eternity Power Public Company Limited (ETP) For business working capital and/or repayment of loans 26 Jun 2025 25 Jun 2026 40,000,000.00 14.50 5,800,000.00 Ordinary shares in Eternity Power Public Company Limited (ETP) For payment of debenture interest due in June 2025 Total 115,000,000.00 9,340,890.41 In entering into the aforementioned financial assistance transactions, the Board of the Company has authorized the Executive Committee to consider the request for financial assistance as follows: 1. Executive Committee Meeting No. 1/2025 on 20 January 2025 resolved to approve the request for financial assistance in the amount of THB 20.00 million, with an interest rate of 8.50%, maturing on 30 September 2025. The collateral consists of ordinary shares in ETP equivalent to twice the loan amount, calculated based on book value (as of 30 September 2024, the separate financial statements of ETP showed the shareholders' equity in an amount of THB 2,589.96 million and issued and paid-up 2,400 million shares with a par value of THB 0.50 each, resulting in a book value of THB 1.08 per share). The Company has already received the loan of THB 20.00 million from AQUA, divided into 2 (two) tranches: the first tranche in an amount of THB 15.00 million on 7 March 2025, and the second tranche in an amount of THB 5.00 million on 31 March 2025. 2. Executive Committee Meeting No. 3/2025 on 11 March 2025 resolved to approve the request for financial assistance in the amount of THB 55.00 million, with an interest rate of 8.50%, maturing on 30 September 2025. The collateral consists of ordinary shares in ETP equivalent to twice the loan amount, calculated based on book value (as of 31 December 2024, the separate financial statements of ETP showed the shareholders' equity in an amount of THB 2,757.41 million and issued and paid-up 2,400 million shares with a par value of THB 0.50 each, resulting in a book value of THB 1.08 per share). 3. Executive Committee Meeting No. 5/2025 on 16 June 2025 resolved to approve the request for financial assistance in the amount of THB 40.00 million, with an interest rate of 14.50%, maturing on 25 June 2026. The collateral consists of ordinary shares in ETP equivalent to twice the loan amount, calculated based on book value (as of 31 March 2025, the separate financial statements of ETP showed the shareholders' equity in an amount of THB 2,739.08 million and issued and paid-up 2,400 million shares with a par value of THB 0.50 each, resulting in a book value of THB 1.14 per share). Following the execution of all 3 (three) financial assistance transactions as approved by the Executive Committee, the Company submitted the matter regarding the said 3 (three) financial assistance transactions to the Board of Directors of the Company for ratification. The Board of Directors of the Company resolved to ratify and approve the said transactions at the Board of Directors Meeting No.5/2025 held on 13 August 2025. The Company has reported the first financial assistance transaction in the amount of THB 20.00 million on 27 January 2025. However, the Company did not disclose to the Stock Exchange of Thailand (SET) regarding the second and third financial assistance transactions. When aggregating the principal amount and the interest payable from the said financial assistance transactions, the total transaction value amounts to THB 124.34 million, which constitutes a connected transaction pursuant to the Notification on Connected Transactions, as the financial assistance was obtained from AQUA, which is a connected person of the Company. The transaction value represents 0.32 percent of the value of the Company's net tangible assets (NTA) according to the Company's consolidated financial statements as of 30 June 2025, which reported a total NTA of THB 2,917.51 million. Additionally, the Company had no connected transactions during the past six months, such transaction size exceeds 0.03 percent but does not exceed 3.00 percent of the Company's NTA, and does not exceed THB 20.00 million. Therefore, the Company has disclosed the said transactions to the Stock Exchange of Thailand. The Company would like to clarify additional information in the financial statements for Quarter 2, 2025, as requested by the Stock Exchange of Thailand (SET), as follows:- 1. Progress on the Sale of Ordinary Shares in EPVN W2 (HK) Co., Ltd. Note 3 to the financial statements shows information on the shareholding in EPVN W2 (HK) Co., Ltd. ("EPVN"). Meanwhile, on November 22, 2024, the Board of Directors resolved for the Company to sell 100% of the shares in EPVN, which operates two wind power projects in Vietnam totaling 99 MW, to BCPG Investment Holdings Pte. Ltd. (a 100% subsidiary of BCPG Public Company Limited ("BCPG")) for a value of Baht 4,614 million. The purpose is to use the proceeds to repay short-term debt and debentures. The transfer of 90% of the shares was set to occur within Quarter 1, 2025, and the remaining 10% within two years from the initial transfer. This is subject to the condition precedent that both projects must obtain licenses for power plant operation from the relevant authorities, which were expected to be received within Quarter 1, 2025, and must begin commercial operation (COD) within Quarter 2, 2025. Details are in the Company's news dated November 26, 2024. The SET requests the Company to clarify the progress of the transaction, the changes in conditions and timeline, and the impact on the Company's plan for using the funds. The Company is also asked to report the progress of this transaction on the same day as the deadline for submitting financial statements each quarter, or when there is progress concerning the transaction, whichever occurs first, until the transaction is completed within the specified timeline. The Company's Clarification:- The Company would like to state that it has clarified the details in the SET's system on September 25, 2025, and there has been no change since then. In addition, this progress information will be reported to the SET on the due date for submitting the financial statements each quarter or when there is progress concerning the transaction, whichever occurs first, until the transaction is completed within the specified timeline. Furthermore, the reason for receiving the project loan from the bank ("BIDV") before receiving payment from BCPGI is that the condition in the credit agreement for the first drawdown is only when the project has achieved COD while the condition for receiving the first or third payments from BCPGI is that after the COD the projects must receive the first revenue payment from electricity sales from EVN. This process will take a period of collecting data and figures after the end of the COD month, issuing the invoice, and then waiting for the first payment, totaling no less than 90-120 days. Therefore, the disbursement of the loan from BIDV will be received before the payment from BCPGI. 2. Connected Transactions Note 6 to the financial statements shows short-term loans from related parties totaling Baht 115 million. This consists of: (1) A loan of Baht 75 million with an interest rate of 8.5%, due for repayment within September 2025, and (2) A loan of Baht 40 million with an interest rate of 14.5%, due for repayment within June 2026. Both agreements have shares of a subsidiary as collateral. This qualifies as a connected transaction, but the disclosure of the Board of Directors' resolution to enter into the transaction was not shown through the SET's information dissemination system. The SET requests the Company to clarify whether the aforementioned short-term loans are subject to the criteria for connected transactions, and whether the Company has complied with these criteria and how. The Company's Clarification:- The Company would like to state that the Executive Committee was authorized by the Board of Directors to seek financial assistance from related persons and to report it to the Board of Directors for acknowledgment. The Company initially reported the receipt of financial assistance to the SET for the first time on January 27, 2025, for a loan amount of Baht 20 million but had no transaction to be done. Concequently, the Company reported the receipt of financial assistance for Baht 55 million and the third time for Baht 40 million additionally through the SET's information dissemination system on September 25, 2025. The Company would like to inform you that the interest rate for the loan for the third transaction is 14.50%, which is higher than the previous rate of 8.50%. This is due to the lender having a higher cost of borrowing. Regarding the reasonableness or necessity of pledging ETP shares with a value of 2 times the debt to be used as collateral, the Company would like to state that it also borrows money from external parties using ETP shares with a value of 2 times the debt as collateral in the same way. However, for the Company's borrowing, it will carefully consider both the collateral and the appropriate interest rate based on the necessity of fund usage each time. The Board of Directors has considered and approved this financial assistance for the highest benefit of the Company. Signature ___________________________ ( Mr. Arak Ratboriharn ) 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.