News Detail

Date/Time
22 Sep 2017 08:58:00
Headline
Notification of the Board of Directors No.8/2017 and the date of the EGM of Shareholders No. 1/2017
Symbol
HYDRO
Source
HYDRO
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                Increasing Capital

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 21-Sep-2017
Details of allotment
Allocated to                             : Existing common shares's shareholders
Type of allocated securities             : Common shares
  Number of allotted shares (shares)     : 100,000,000
  Ratio (Old : New)                      : 3.89 : 1
  Subscription price (baht per share)    : 1.00
  Subscription period                    : From 28-Nov-2017 to 04-Dec-2017
  Record date for the right to subscribe : 10-Nov-2017
 additional shares
  Ex-Rights Date (XR)                    : 08-Nov-2017
Allocated to                             : Private placement
Type of allocated securities             : Common shares
  Person(s) receiving allotment(s)       :
1. Mr. Somprasong Panjalak
2. Mr. Surachet Chaipatamanont
  Number of allotted shares (shares)     : 100,000,000
  Subscription price (baht per share)    : 1.00
  Subscription period                    : From 14-Dec-2017 to 14-Dec-2017
Number of additional common shares       : 200,000,000
(shares)
Total of additional shares (shares)      : 200,000,000
Par value (baht per share)               : 1.00
Remark                                   :
Information Memorandum concerning the Offering and Allocation of the Newly 
Issued Shares of Hydrotek Public Company Limited
Following Hydrotek Public Company Limited (the "Company")'s Board of Directors' 
Meeting No. 8/2017 held on September 21, 2017, resolved to approve the capital
increase of Baht 200,000,000 from the existing registered capital of Baht
389,968,760 to Baht 589,968,760 by means of issuing 200,000,000 newly-issued
ordinary shares with a par value of Baht 1.00 per share in order to accommodate
the allocation of the newly-issued ordinary shares which are 1.) to allocate
100,000,000 newly issued shares with a par value of THB 1 per share to the
existing shareholders of the Company in proportion to their shareholdings (Right
Offering) and then is to allocate the remaining shares from the offering to
existing shareholders (Right Offering) and the allocation of the shares pursuant
to which the existing shareholders have subscribed in excess of their
shareholding on a private placement basis who are not a connected person of the
Company, at the offering price of THB 1 per shar 2.) to allocate the 100,000,000
newly issued shares with a par value of THB 1 per share to specific investors
(Private Placement), which will be proposed to the Extraordinary General Meeting
of the Shareholders No.1/2017 on 2 November 2017, for consideration. The
allocation of the newly issued shares to the specific investors (Private
Placement) is significant matter. Although, the Private Placement Offering Price
is at the same price as the Right Offering price, but lower than the Market
Price, and also lower than the fully diluted price (the average share price
calculated based on and consideration of the effect, in proportion of
shareholdings, to the shareholders on offering the newly issued shares to the
existing shareholders) (which equivalent to THB 1.16per share). However, the
Private Placement Offering Price is not lower than the Right Offering price as
stipulated in the Notification of the Capital Market Supervisory Board No.
TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares to
Specific Investor and will be subject to the resolution of the Extraordinary
General Meeting of the Shareholders with the voting of at least 3 out of 4 of
total attendances who attend the meeting and have the right to vote of the
Extraordinary General Meeting of the Shareholders No.1 2017.  In addition to an
approval obtained from the shareholders' meeting of the Company, without 10% or
more of veto right from the shareholders who attend the meeting and have the
right to vote, an approval from the Office of the Securities and Exchange
Commission is required in accordance with the relevant notification of the
Capital Market Supervisory Board.
The allocation of the newly issued shares to the specific investors (Private 
Placement) is significant matter; the Company then prepares this substantial
information memorandum for the shareholders' consideration according to the
Capital Market Supervisory Board No. Tor Chor. 73/2558, Re: List of Information
in Notice of Shareholders' Meeting of Listed Company for seeking approval of the
 issuance and offering of securities, with the details as follows:

1. Details of the allocation of the newly issued shares to the specific 
investors
The Board of Directors' meeting resolved to approve the allocation of not 
exceeding 200,000,000 newly-issued ordinary shares to existing shareholders
(Rights Offering) and specific investors (Private Placement) who are not
connected persons of the Company. Company shall determine the offering price in
accordance with the following conditions
(1)  to allocate 100,000,000 newly issued shares with a par value of THB 1 per 
share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering) with the following details
(a)    offered the ratio of 3.89 existing shares to 1 newly issued shares at the 
offering price of THB 1 per share. Any fraction of shares shall be rounded down;
if there are any newly issued shares remaining after the allocation of shares
to the existing shareholders in proportion to their shareholdings in the first
round, the Company will allocate such remaining unsubscribed shares to those
shareholders who have expressed their intention to subscribe for shares in
excess of their shareholdings in accordance with their shareholding for another
round with the same price as the Right Offering price, save for the case that
such allocation is unavailable because the remaining shares are fraction of
shares or that there is no shareholders expressing the intention to subscribe
the shares in excess of their shareholdings.
In this regard, for the allocation of the remaining unsubscribed shares, the 
Company reserves the right to allocation the same to shareholders who have
expressed their intention to subscribe for shares in excess of their
shareholdings in an amount of not more than one time of the right to Right
Offering share subscription such shareholder entitled to, according to the
shareholding of the Company.
(b)    The Company then is to allocate the remaining shares from the offering to 
existing shareholders (Right Offering) and the allocation of the shares pursuant
to which the existing shareholders have subscribed in excess of their
shareholding on a private placement basis to Mr. Somprasong Panjalak who is not
a connected person of the Company, at the offering price of THB 1 per share (the
"Private Placement Offering Price").  The Private Placement Offering Price is
at the same price as the Right Offering price, but lower than the Market Price,
and also lower than the fully diluted price (the average share price calculated
based on and consideration of the effect, in proportion of shareholdings, to the
shareholders on offering the newly issued shares to the existing shareholders)
(which equivalent to THB 1.16 per share). However, the Private Placement
Offering Price is not lower than the Right Offering price as stipulated in the
Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 re
Approving a Listed Company to Offer Newly Issued Shares to Specific Investors
The fully diluted price is calculated by:
    ((Market price x Total issued and paid-up shares)+(Right Offering price x Total
newly issued shares))/Total issued and paid-up shares + Total newly issued
shares
(2)    to allocate 100,000,000 newly issued shares at the offering price of THB 1 
per share (the "Private Placement Offering Price") on a private placement basis
to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr. Surachet
Chaipatamanont in an amount of 19,000,000 shares -  Mr. Surachet Chaipatamanont,
whereby, is a connected person of the Company.  The Private Placement Offering
Price is not lower than the Right Offering price, but lower than the Market
Price as stipulated in the Notification of the Capital Market Supervisory Board
No. TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares
to Specific Investors.
"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between 31
August 2017 - 20 September 2017 equal to THB 1.25 per share (source: SETSMART
from www.setsmart.com)).

In addition, in the case that on the date the newly issued shares allocated to 
Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont, the offering price is
lower than 90% of the Market Price according to the Notification of the Stock
Exchange of Thailand re Rules, Conditions, and Procedures Governing the Listing
of Ordinary or Preferred Shares Issues for Capital Increase B.E. 2558 (Market
Price means a weighted average price of shares traded in the SET for not less
than 7 consecutive business days but not exceeding 15 consecutive business days
prior to the first date on which such shares are offered for sale) the Company
shall prohibit Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont from
selling any of them within the period of 1 year from the commencement date on
which the shares are traded on the SET. Upon completion of 6-month period of
trading of such shares issued for capital increase on the SET, Mr. Somprasong
Panjalak and Mr. Surachet Chaipatamanont can gradually sell their Shares that
are subject to the prohibition of sale at 25 percent of the total number of
newly issued shares that are subject to the prohibition of sale.
2. Criteria for the allocation of the newly issued shares to the specific 
investor
With respect to this issuance and offering of the newly-issued ordinary shares 
to specific investors (Private Placement), the Company will choose specifically
the strategic investors. This is for the reason that the aforementioned
investors have extensive investment experience in energy company , alternative
energy company , a good understanding of the businesses operated by the Company,
and also have experience in investments in large-scale businesses. Their
investment policy also includes the holding of shares in the Company in the long
term and such investors shall have investment potential and capable to the
investment. In this regard, the offering and the allocation of the newly issued
shares on the private placement basis (except Mr. Somprasong Panjalak) to Mr.
Surachet Chaipatamanont who is a connected person of the Company as he will
thereafter become a director of the Company after the transaction.  The
transaction of the offering and allocation of newly issued shares is therefore a
connected transaction of the Company under the under the Notification of the
Capital Market Supervision Board No. 21/2551 RE Rules on Connected Transactions
and the Notification of the Stock Exchange of Thailand re Disclosure of
Information and Practice of Listed Companies Concerning the Connected
Transactions B.E. 2546.  The size of the connected transaction equals to THB
19,000,000 the transaction of which is lower than THB 20,000,000 that the
Company is required to obtain an approval from the Board of Directors' meeting
and the Company has prepared the Information Memorandum concerning the Offering
and Allocation of the Newly Issued Shares and Connected Transaction. (Enclosure
3)
3. Objectives of the allocation of the newly issued shares to the specific 
investor and plans for utilizing proceeds received from the capital increase

4. Price comparison of the newly-issued shares and the calculation
Company shall offer the newly-issued shares at the offering price of THB 1 per 
share on a private placement basis.  The Private Placement Offering Price is not
lower than the Right Offering price, but lower than the Market Price as
stipulated in the Notification of the Capital Market Supervisory Board No.
TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares to
Specific Investors. In addition, the price of newly-issued shares is determined
by the weighted average price of the Company's shares listed on the SET for the
previous 15 consecutive business days prior to the resolution of the Board of
Directors' Meeting No.8/2017 proposing the Extraordinary General Meeting of
Shareholders to approve the capital increase and the allocation of the newly
issued shares at THB 1 per share such offering price is lower to the 15
consecutive days prior the the Board of Directors' Meeting of 20 percent
5. The group of persons to be offered
The individual persons who will be allocated the newly issued shares of the 
Company are Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont and are
interested in investing in the newly issued shares of the Company. Details of
the PP Investors can be summarized as follows.

    Mr. Somprasong Panjalak
Name:    Mr. Somprasong Panjalak
Nationality:    Thai
Address:    854/5 Chan Meung Rd, Din Deang, Din Deang, Bangkok
Occupation:    Business Owner
Postion:    Senior Partner, Prime Road Group
Relationship to the company:    Not a connected person of the Company and has no 
other relationship with the Company

    Mr. Surachet Chaipatamanont
Name:    Mr. Surachet Chaipatamanont
Nationality:    Thai
Address:    1224-1228 Mitraphrap Rd, Nai Mueng, Mueng Nakorn Rachasima, Nakorn 
Rachasima
Occupation:    Business Owner
Postion:    Senior Partner, Prime Road Group
Relationship to the company:    Mr. Surachet Chaipatamanont will be appointed as 
one of the board of directors after the capital increase*
*The offering shall be approved by the Extraordinary General Meeting of 
Shareholders No. 1/2017 and the approval from the Securities and Exchange
Commission (SEC) In this regard, the offering and the allocation of the newly
issued shares on the private placement basis (except Mr. Somprasong Panjalak) to
Mr. Surachet Chaipatamanont who is a connected person of the Company as he will
thereafter become a director of the Company after the transaction.  The
transaction of the offering and allocation of newly issued shares is therefore a
connected transaction of the Company under the under the Notification of the
Capital Market Supervision Board No. 21/2551 RE Rules on Connected Transactions
and the Notification of the Stock Exchange of Thailand re Disclosure of
Information and Practice of Listed Companies Concerning the Connected
Transactions B.E. 2546.  The size of the connected transaction equals to THB
19,000,000 the transaction of which is lower than THB 20,000,000 that the
Company is required to obtain an approval from the Board of Directors' meeting
and the Company has prepared the Information Memorandum concerning the Offering
and Allocation of the Newly Issued Shares and Connected Transaction. (Enclosure
3)
6. Effect to the existing shareholders from the allocation of newly issued 
shares to the specific investors
The potential effects resulting from the allocation of shares to the Private 
Placement on the existing shareholders are price dilution, control dilution, and
earnings per share (EPS) dilution which will be presented in two scenarios as
follow:
Case 1: In case that PP investors are fully subscribed the shares and all of 
existing shareholders exercised their all entitled rights.
Which have the conditions to the calculations as follow, the offering will be 
allocated the existing shareholders equal to their entitled rights, 100,000,000
shares and PP investors are fully subscribed the shares.
 Case 2: In case that PP investors are fully subscribed the shares and there is 
no any existing shareholders exercised their entitled rights.
Which have the conditions to the calculations as follow, the offering will be 
allocated on the private placement basis of total 200,000,000 shares.
6.1 Control Dilution
The formula for the control dilution calculation is as follow:
     Control Dilution = (The number shares to be offered this time)/(Existing 
paid-up shares+The number shares to be offered this time )    
Case 1 :
        Control Dilution = (100,000,000 )/(389,968,760+200,000,000 )     = a decrease of 
16.9 percent

Case 2 :
        Control Dilution = (200,000,000 )/(389,968,760+200,000,000 )    = a decrease of 
33.9 percent
6.2 Earnings per share (EPS)
The dilution of 33.4 for both cases    
The formula for the EPS dilution calculation is as follow:

EPS dilution= (EPS before offering-EPS after offering )/(EPS before offering )    
EPS before offering = (Net Profit of Last 12 Months)/(Existing Paid-up shares)    
EPS after offering =(Net Profit of Last 12 Months )/(Existing Paid-up shares+The
 number shares to be offered this time)    
*Net Profit of Last 12 Months THB -110.91 mn (as of June 2017)
Case 1 and 2
EPS before offering= (THB -110.91 mn)/(398.96 mn shares) = THB -0.278 per share 
EPS after offering =(THB -110.91 mn)/(398.96+200 mn shares) = THB -0.185 per
share
EPS dilution= ((-0.278)-(-0.185))/((-0.278) ) = a decrease of 33.4 percent

6.3     Price Dilution
The formula for the Price dilution calculation is as follow:
Price dilution = (Pre-offered Market Price -Post-offered Market Price 
)/(Pre-offered Market Price )    
Post-offered Market Price  =  ?((Market Price x Existing Paid-up shares)+ 
@(Offered Price x the number shares to be offered this time))/(Existing Paid-up
shares+The number shares to be offered this time)    
         Case 1 and 2
Post-offered Market Price = ((1.25 x 389,968,760)+ (1.00 x 
200,000,000))/(389,968,760+  200,000,000)    =1.16
Price dilution = (1.25-1.16)/1.25  = a decrease of  7.2 percent

Even if the offering of the newly issued shares to the Private Placement 
resulting in the price dilution and control dilution, but the decrease in losses
per share (EPS dilution) as aforementioned, however, such capital increase will
enhance the appropriateness of the Company's capital structure, the decrease of
obligations and expenses from the lending, resulting in the Company's financial
status is stable and readiness for expansion its business or investment in the
future, as such, the shareholders will benefit from the increase of business
value, as well as the operation results and dividend payment in the long term
basis.

7.     Opinion of the Board of Directors on the capital increase or allocation of 
the newly-issued shares to specific investors (Private Placement)
7.1     Rationale and necessity for the capital increase
The Board of Directors was of the opinion that, it is necessary for the Company 
to increase its registered capital and issue newly-issued ordinary shares to the
specific investors (Private Placement) who are not connected persons of the
Company in order to use the proceeds derived from the Private Placement (as well
as from the proceeds received from the allocation of the newly-issued ordinary
shares to the existing shareholders of the Company proportionate to their
respective shareholdings (Rights Offering)) to rebounding the performance of the
 company into positive as expected.
7.2    Feasibility of the proceeds utilization plan
The Company expects that the issuance and offering of the shares to specific 
investors (Private Placement) and the obtaining of proceeds from the offering of
such newly-issued ordinary shares will occur within December 2017. The Company
will use all of the proceeds derived from the issuance and offering of the newly
issued shares to the Private Placement for the aforementioned purpose on the
clause 3 as soonest.
7.3 Reasonableness of the capital increase, plan to utilize the proceeds derived
from the offering for sale, and projects to be operated, including the
sufficiency of the sources of funds
The Board of Director was of the opinion that the issuance and offering of the 
newly-issued ordinary shares to the specific investors (Private Placement) and
to the existing shareholders proportionate to their respective shareholdings are
part of the financial restructuring plan in accordance with the long period of
liquidity difficulties which lead to unfavorable position in securing the
construction projects. The capital increase, which will induce the new partner
into one of major shareholders, is the most suitable path for the beneficiary of
 shareholders and company onwards.
7.4 The potential impact which may occur to the business operation of the 
Company, as well as its financial positions, and operational results, due to the
 capital increase and the proceeds utilization plan or projects:
The Board of Director was of the opinion that the proceeds derived from the 
capital increase will strengthen the financial position and capital structure of
the Company and to reduce the interest obligations in the future after the
completion of the capital increase.
7.5  Appropriateness of the offering price of the Private Placement, rationale 
on determination of offering price, rationale and necessity for the Private
Placement
After due consideration, the Board of Directors was of the opinion that, the 
offering price of the Private Placement is appropriate and reliable, because
such offering price shall be determined in accordance with the best market
price, according to the market condition during the offering period. In this
regard, the Board of Directors together with the company's financial advisor
which accommodates the capital increase process has mutually agreed on the
offered price which is optimal. Although the offered price is the discount price
too market of 10% if consider the loss position which company has experienced
for a while. The Board of Directors aware that the market price does not reflect
its fair value of the company. Nevertheless, the offered price on the private
placement basis is the same price with Rights Offering price, therefore the
private placement does not limit the rights of existing shareholders.  The Board
 of Directors see that the offered price is suitable for the situation.
7.6 Worthiness of benefits comparing with the discounted offering price by 
taking into account the effect on the Company's expense and financial position
pursuant to the financial reporting standard on the share-based payments     The
accounting standard relating to the Share-based Payment rule stated that the
Company which offer for sale shares at the price below a fair value requires to
record the different result between the offered price and the market price and
plus with the number of offer for sale shares as the expense in the profit and
loss statement and record the premium on shares from the Share-based Payment
rule in the financial statement of the Company. In this regard, the fair value
will be occurred from;
1)    Market Price at the offering date - the offering date means the date of 
shareholders' meeting to approve the Company offer for sale shares.
2)    Fair Value - the share price which will be appraised by the financial advisor
of the Company under the assumption to determine fair value of the Company's
shares
    In this regard, the allocation and offering of the Company newly ordinary 
shares to the Purchaser at THB 1 per shares will affect to the Company's
accounting because the accounting standard relating to the Share-based Payment
rule. Such rule will make the Company has the expenses in the profit and loss
statement and the premium on shares from the Share-based Payment rule in the
financial statement of the Company as follow;
 1)    In the case of reference to the market price by applying the weighted 
average price 15 days before the Board of Directors meeting as the market price
at the offering date, the approximate effect to the accounting may equivalent to
THB 1.25 per share or equivalent to THB 25,000,000. However, this effect which
will be happened in the future may be high or below the expected amount. The
effect in the financial statement of the Company will be subject to the market
price at the offering date which is the date of shareholders' meeting to approve
 the Company issue for sale shares.
2)    In the case of reference to the fair Value which will be appraised by the 
financial advisor of the Company, the Share-based Payment will not be affected
because the fair value is preliminarily determined to be lower than 1.00
THB/share. In this regard, the effect of Share-based Payment may give a result
to in the profit and loss statement in the period when the Company enters into
the transaction and make the loss in financial statement in the case of the
Company has expense from Share-based Payment and more than the profit from the
Company normal operation
8. Right of shareholders to veto the offering of newly issued shares at a 
discount
The offering of newly issued shares by way of private placement at a discount 
requires an approval from the shareholders' meeting with a vote of not less than
three-fourths of the total votes of shareholders attending the shareholders'
meeting and eligible to vote, and the shares held by the shareholders who object
the offering of the Company's newly issued shares at a discount shall not
exceed 10% of the total votes of shareholders attending the shareholders'
meeting. In light of the above, any shareholders holding altogether 10%of the
total voting rights of the Company who attend the shareholders' meeting may cast
 their votes to object the said offering of newly issued shares at a discount.
9.    Warranty of Directors
The Board of Directors certifies that the Board of Directors has performed its 
duty honestly and diligently preserved the benefits of the Company in relation
to such capital increase. However, in the case of any damage occurring to the
Company as a result of the Board's performance, the shareholders may file a
lawsuit against such director on behalf of the Company for damages, according to
Section 85 of the Securities and Exchanges Act B.E. 2535 (1992). In addition,
if such performances of the Boards allow any director obtain undue benefits; the
shareholders that have the right to vote total of 5% or more can demand the
Company to process that action. However, if the Company do not process that
within 1 month after the shareholders demanded, the shareholders may file a
lawsuit to claim for such benefits from such director on behalf of the Company,
according to Section 8 9 / 1 8 of the Securities and Exchanges Act B.E. 2535
(1992).  The Board of Directors further certifies that the Board of Directors
has used due care in consider and examine the information of the Mr. Somprasong
Panjalak and Mr. Surachet Chaipatamanont and viewed that the investors have
potentiality and capacity to invest in the Company.

    Sincerely Yours    
    Hydrotek Public Company Limited    

_______________        _______________
Mr. Slib Soongswang        Mr. Danai Amorpatchara
Directors        Directors
______________________________________________________________________

Meeting schedule of securities holders

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 21-Sep-2017
Meeting date                             : 02-Nov-2017
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 06-Oct-2017
meeting
Ex-meeting date                          : 04-Oct-2017
Significant agenda item                  :
  - Capital increase
  - Connected transaction
  - Changing the director(s)
Venue of the meeting                     : At Meeting Room, Floor 25th, TP&T 
Tower, No. 1, Soi Vibhavadee Rangsit 19, Vibhavadee Rangsit Road, Chatuchak
Sub-District, Chatuchak District, Bangkok, 10900
Remark                                   :
(Translation)
No. 078/0960    21 September 2017
Subject:    Notification of the Board of Directors No.8/2017 and the date of the 
Extraordinary General Meeting of Shareholders No. 1/2017
To:    The President
    The Stock Exchange of Thailand
Enclosure    1.    Capital Increase Form (F 53-4)
2.    Information Memorandum concerning the Offering and Allocation of the Newly 
Issued Shares of Hydrotek Public Company Limited
3.    Information Memorandum concerning the Connected Transaction of the Offering 
and Allocation of the Newly Issued Shares of Hydrotek Public Company Limited
Following Hydrotek Public Company Limited (the "Company")'s Board of Directors' 
Meeting No.8/2017 held on September 21, 2017 at 1.00 p.m., at the Company
registered office No.1 TP&T Building 14th Floor, Soi Vibhavadi Rungsit 19,
Chatujak Sub-district, Chatujak District, Bangkok.  The Company would like to
inform the Stock Exchange of Thailand (the "SET") material matters resolved in
the meeting as follows:
1.    Approve to propose to the shareholders' meeting to consider and approve the 
increase of the Company registered capital in the amount of THB 200,000,000 from
the current registered capital of THB 389,968,760 to be the new registered
capital of THB 589,968,760 by issuing 200,000,000 newly ordinary shares at the
par value of THB 1 per share.  In this regard, please refer to more details in
the Capital Increase Form (F 53-4) (Enclosure 1)
2.    Approve to propose to the shareholders' meeting to consider and approve the 
amendment of Clause 4 of the Memorandum of Association of the Company to be in
line with the increase of the Company's registered capital. The details are as
follows:

"Clause 4 Registered Capital    THB 589,968,760 (Five Hundred Eighty Nine Million 
Nine Hundred Sixty Eight Thousand Seven Hundred and Sixty)
Divided into    589,968,760 shares (Five Hundred Eighty Nine Million Nine Hundred 
Sixty Eight Thousand Seven Hundred and Sixty Shares)
Par Value         THB 1 (One)
Classified into    
Ordinary Shares    589,968,760 shares (Five Hundred Eighty Nine Million Nine 
Hundred Sixty Eight Thousand Seven Hundred and Sixty Shares)
Preferred Shares      -  shares  ( - )"
3.    Approve to propose to the shareholders' meeting to consider and approve the  
allocation of 200,000,000 newly issued shares at the par value of THB 1 per
share, having details of the allocation as follows:
(1)    to allocate 100,000,000 newly issued shares with a par value of THB 1 per 
share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering) with the following details

(a)    offered the ratio of 3.89 existing shares to 1 newly issued shares at the 
offering price of THB 1 per share. Any fraction of shares shall be rounded down;

(b)    if there are any newly issued shares remaining after the allocation of 
shares to the existing shareholders in proportion to their shareholdings in the
first round, the Company will allocate such remaining unsubscribed shares to
those shareholders who have expressed their intention to subscribe for shares in
excess of their shareholdings in accordance with their shareholding for another
round with the same price as the Right Offering price, save for the case that
such allocation is unavailable because the remaining shares are fraction of
shares or that there is no shareholders expressing the intention to subscribe
the shares in excess of their shareholdings.

In this regard, for the allocation of the remaining unsubscribed shares, the 
Company reserves the right to allocation the same to shareholders who have
expressed their intention to subscribe for shares in excess of their
shareholdings in an amount of not more than one time of the right to Right
Offering share subscription such shareholder entitled to, according to the
shareholding of the Company.

(c)    shareholders who are eligible to subscribe for the newly issued shares shall
be those whose names are recorded in the shareholders register on November 10,
2017 (Record Date), pursuant to Section 225 of the Securities and Exchange Act
B.E. 2535 (as amended);

(d)    the right to subscribe for the newly issued shares is still pending an 
approval by the Extraordinary General Meeting of Shareholders No.1/2017

The Company then is to allocate the remaining shares from the offering to 
existing shareholders (Right Offering) and the allocation of the shares pursuant
to which the existing shareholders have subscribed in excess of their
shareholding on a private placement basis to Mr. Somprasong Panjalak who are not
a connected person of the Company, at the offering price of THB 1 per share
(the "Private Placement Offering Price").  The Private Placement Offering Price
is at the same price as the Right Offering price, but lower than the Market
Price, and also lower than the fully diluted price (the average share price
calculated based on and consideration of the effect, in proportion of
shareholdings, to the shareholders on offering the newly issued shares to the
existing shareholders) (which equivalent to THB 1.16 per share). However, the
Private Placement Offering Price is not lower than the Right Offering price as
stipulated in the Notification of the Capital Market Supervisory Board No.
TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares to
Specific Investors

"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between August
31, 2017 - September 20, 2017 equal to THB 1.25 per share (source: SETSMART from
 www.setsmart.com)).

The fully diluted price is calculated by:

(Market price x Total issued and paid-up shares) + (Right Offering price x Total
 newly issued shares)
        Total issued and paid-up shares + Total newly issued shares

(2)    to allocate 100,000,000 newly issued shares at the offering price of THB 1 
per share (the "Private Placement Offering Price") on a private placement basis
to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr. Surachet
Chaipatamanont in an amount of 19,000,000 shares -  Mr. Surachet Chaipatamanont,
whereby, is a connected person of the Company.  The Private Placement Offering
Price is not lower than the Right Offering price, but lower than the Market
Price as stipulated in the Notification of the Capital Market Supervisory Board
No. TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares
to Specific Investors.

"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between August
31, 2017 - September 20, 2017 equal to THB 1.16 per share (source: SETSMART from
 www.setsmart.com)).
    Please refer to more details in the Capital Increase Form (F 53-4) (Enclosure 
1)
In addition, in the case that on the date the newly issued shares allocated to 
Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont, the offering price is
lower than 90% of the Market Price according to the Notification of the Stock
Exchange of Thailand re Rules, Conditions, and Procedures Governing the Listing
of Ordinary or Preferred Shares Issues for Capital Increase B.E. 2558 (Market
Price means a weighted average price of shares traded in the SET for not less
than 7 consecutive business days but not exceeding 15 consecutive business days
prior to the first date on which such shares are offered for sale) the Company
shall prohibit Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont from
selling any of them within the period of 1 year from the commencement date on
which the shares are traded on the SET. Upon completion of 6-month period of
trading of such shares issued for capital increase on the SET, Mr. Somprasong
Panjalak and Mr. Surachet Chaipatamanont can gradually sell their Shares that
are subject to the prohibition of sale at 25 percent of the total number of
newly issued shares that are subject to the prohibition of sale.

In addition to an approval obtained from the shareholders' meeting of the 
Company, without 10% or more of veto right from the shareholders who attend the
meeting and have the right to vote, an approval from the Office of the
Securities and Exchange Commission is required in accordance with the relevant
notification of the Capital Market Supervisory Board. Please refer to more
details in the Information Memorandum concerning the Offering and Allocation of
the Newly Issued Shares of Hydrotek Public Company Limited (Enclosure 2)

In this regard, the offering and the allocation of the newly issued shares on 
the private placement basis to Mr. Surachet Chaipatamanont who is a connected
person of the Company as he will thereafter become a director of the Company
after the transaction.  The transaction of the offering and allocation of newly
issued shares is therefore a connected transaction of the Company under the
under the Notification of the Capital Market Supervision Board No. 21/2551 RE
Rules on Connected Transactions and the Notification of the Stock Exchange of
Thailand re Disclosure of Information and Practice of Listed Companies
Concerning the Connected Transactions B.E. 2546.  The size of the connected
transaction equals to THB 19,000,000 the transaction of which is lower than THB
20,000,000 that the Company is required to obtain an approval from the Board of
Directors' meeting and the Company has prepared the Information Memorandum
concerning the Connected Transaction of the Offering and Allocation of the Newly
 Issued Shares of Hydrotek Public Company Limited. (Enclosure 3)

Also that the Board of Directors, the Executive Committee or any person 
designated by the Board of Directors or the Executive Committee is authorized to
determine the terms, conditions and other details as necessary for and in
connection with the issuance and allocation of newly issued shares as it deems
appropriate under the applicable law, including but not limited to the
determination of the offering periods and payment method.
4.    Approve to propose to the shareholders' meeting to consider and approve an 
appointment of the persons who will be an additional directors of the Company
i.e. . Mr. Surachet Chaipatamanont
Such proposed new director possess all the required qualifications for the 
directorship under the Securities and Exchange Act B.E 2535 (as amended) and the
relevant Notification Capital Markey Supervisory Board and the appointment of
the additional director shall become effective only on the condition that the
Company has already allocated the newly issued shares on a private placement
basis.
After such appointment of the additional directors, the Board of Directors will 
consist of 6 directors.
5.    Approve that the determination of the date of the Extraordinary General 
Meeting of Shareholders No.1/2017 will be held on November 2, 2017 at 2.00 p.m.,
at Meeting Room, 25th Floor of TP&T Building, No. 1, Soi Vibhavadi Rangsit 19,
Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok
10900, having the agenda items as follows:
Agenda 1        To consider and certify the minutes of the 2017 Annual General Meeting
 of Shareholders
Agenda 2        To consider and approve the increase of the Company registered capital
in the amount of THB 200,000,000 from the current registered capital of THB
389,968,760 to be the new registered capital of THB 589,968,760 by issuing
200,000,000 newly ordinary shares at the par value of THB 1 per share
Agenda 3    To consider and approve the amendment of Clause 4 of the Memorandum of 
Association of the Company to be in line with the increase of the Company's
registered capital.
Agenda 4    To consider and approve the allocation of 200,000,000 newly issued 
shares at the par value of THB 1 per share as follows:

    4.1     to allocate 200,000,000 newly issued shares with a par value of THB 1 
per share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering)
    4.2     to allocate the remaining shares from the offering to existing 
shareholders (Right Offering) and the allocation of the shares pursuant to which
the existing shareholders have subscribed in excess of their shareholding on a
private placement basis to Mr. Somprasong Panjalak who are not a connected
person of the Company, at the offering price of THB 1 per share
        4.3     to allocate 100,000,000 newly issued shares at the offering price of 
THB 1 per share (the "Private Placement Offering Price") on a private placement
basis to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr.
Surachet Chaipatamanont in an amount of 19,000,000 shares.
Agenda 5    To consider and approve an appointment of the persons who will be 2 
additional directors of the Company
Agenda 6    To consider other matters (if any)

Since the matters in agenda items 2 - 6 are related, the approval for each 
matter is conditional upon the other matters also being approved. Therefore, if
any of such agenda items is rejected by the shareholders' meeting, the other
agenda items that have already been approved by the shareholders' meeting shall
be cancelled and no other agenda shall be further considered.
6.    Approve to determine the date of determining the names of shareholders who 
shall be entitled to attend Extraordinary General Meeting of Shareholders No.
1/2017 (Record Date) on October 6, 2017 and the date to gather the names of
shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as
amended), and to empower the Executive Committee or the Managing Director to
amend or change the date of determination of shareholders who shall be entitled
to attend the Extraordinary General Meeting of Shareholders No1/2017 (Record
Date) and to amend or change the date to gather the names of shareholders under
Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing
the share register book and suspension of share transfer, as well as to amend,
change or determine the date, time and venue of the Extraordinary General
Meeting of Shareholders No. 1/2017 if the Company faces any problem in preparing
the documents and information which results in any delay in preparing those
documents and information and sending of such documents and information to the
shareholders within the time specified by the applicable rules, regulations and
law, or in case of occurrence of any event which necessarily causes amendment or
 change of the determination of such dates and time to be made as appropriate.

Please be informed accordingly.

Yours sincerely,


-Signature-
(Mr. Slib Soongswang)
Chief Executive Officer
Authorized Signatory
______________________________________________________________________

Connected transaction

Information Memorandum concerning the Connected Transaction of the Offering and 
Allocation of the Newly Issued Shares of Hydrotek Public Company Limited
The Board of Directors' meeting of Hydrotek Public Company Limited (the 
"Company") No. 8/2017 dated September 21, 2017 has resolved to propose to the
shareholders' meeting to consider and approve the increase of the Company
registered capital in the amount of THB 200,000,000 from the current registered
capital of THB 389,968,760 to be the new registered capital of THB 589,968,760
by issuing 200,000,000 newly ordinary shares at the par value of THB 1 per share
For the allocation of the newly issued shares, it is divided into two parts 1) 
the allocation of 100,000,000 newly issued shares with a par value of THB 1 per
share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering) pursuant to which the Company will allocate such
remaining unsubscribed shares to those shareholders who have expressed their
intention to subscribe for shares in excess of their shareholdings in accordance
with their shareholding for another round with the same price as the Right
Offering price.  The remaining shares of the aforementioned and the Right
Offering will be allocated to Mr. Somprasong Panjalak who is not a connected
person of the Company, at the offering price of THB 1 per share and 2) the
allocation of the 100,000,000 newly issued shares at the offering price of THB 1
per share (the "Private Placement Offering Price") on a private placement basis
to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr. Surachet
Chaipatamanont in an amount of 19,000,000 shares -  Mr. Surachet Chaipatamanont,
whereby, is a connected person of the Company under the Notification of the
Capital Market Supervision Board No. 21/2551 RE Rules on Connected Transactions
and the Notification of the Stock Exchange of Thailand re Disclosure of
Information and Practice of Listed Companies Concerning the Connected
Transactions B.E. 2546. (the "Connected Transaction Notification") The size of
the connected transaction equals to THB 19,000,000 the transaction of which is
lower than THB 20,000,000 that the Company is required to obtain an approval
from the Board of Directors' meeting and prepare the information memorandum the
Company has prepared the Information Memorandum concerning the Connected
Transaction of the Offering and Allocation of the Newly Issued Shares
1.    Date, month and year of the transaction and the relevant parties
In this regard, the Company will proposed the capital increase and the 
allocation of newly issued shares to the Extraordinary General Meeting No.
1/2017 on November 2, 2017 for the shareholders' consideration. Therefore, the
transaction of capital increase on a private placement basis to the connected
person is expected to take place in early December 2017.

2.    Characteristic, type and size of the transaction
The allocation and the offering of the 19,000,000 newly issued shares at the 
offering price of THB 1 per share (the "Private Placement Offering Price") on a
private placement basis to Mr. Surachet Chaipatamanont, whereby, is a connected
person of the Company.  The Private Placement Offering Price is not lower than
the Right Offering price, but lower than the Market Price as stipulated in the
Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 re
Approving a Listed Company to Offer Newly Issued Shares to Specific Investors.
"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between August
31, 2017 - September 20, 2017 equal to THB 1.25 per share (source: SETSMART from
 www.setsmart.com)).
In addition, in the case that on the date the newly issued shares allocated to 
Mr. Surachet Chaipatamanont, the offering price is lower than 90% of the Market
Price according to the Notification of the Stock Exchange of Thailand re Rules,
Conditions, and Procedures Governing the Listing of Ordinary or Preferred Shares
Issues for Capital Increase B.E. 2558 (Market Price means a weighted average
price of shares traded in the SET for not less than 7 consecutive business days
but not exceeding 15 consecutive business days prior to the first date on which
such shares are offered for sale) the Company shall prohibit and Mr. Surachet
Chaipatamanont from selling any of them within the period of 1 year from the
commencement date on which the shares are traded on the SET. Upon completion of
6-month period of trading of such shares issued for capital increase on the SET,
Mr. Surachet Chaipatamanont can gradually sell their Shares that are subject to
the prohibition of sale at 25 percent of the total number of newly issued
shares that are subject to the prohibition of sale.
In this regard, the offering and the allocation of the newly issued shares on 
the private placement basis to Mr. Surachet Chaipatamanont who is a connected
person of the Company as he will thereafter become a director of the Company
after the transaction.  The transaction of the offering and allocation of newly
issued shares is therefore a connected transaction of the Company under the
under the Notification of the Capital Market Supervision Board No. 21/2551 RE
Rules on Connected Transactions and the Notification of the Stock Exchange of
Thailand re Disclosure of Information and Practice of Listed Companies
Concerning the Connected Transactions B.E. 2546.  The size of the connected
transaction equals to THB 19,000,000 the transaction of which is lower than THB
20,000,000 that the Company is required to obtain an approval from the Board of
Directors' meeting
3.    Total Value and criteria used in determining total value of the transaction
The offering and the allocation of the newly issued shares on the private 
placement basis to Mr. Surachet Chaipatamanont who is a connected person of the
Company as he will thereafter become a director of the Company after the
transaction.
Total Transaction Value:    An amount of THB 19,000,000 in exchange for the private
 placement allotment of 19,000,000 mn shares

Relationship to Company*:    Director
Shareholding after Capital Increase:    3.22%
Criteria in Calculation:
    The total size of transaction can be calculated as follow:
1.)    NTA = THB 40,178,931 (as of Q2/2017)
3% x NTA = THB 1,205,368
2.)    Transaction is valued at lower or equal THB 20 mn, but higher than THB 1 mn
Therefore, the transaction size is specified as the "Medium Size" of the 
connected transaction

* Mr. Surachet Chaipatamanont shall be nominated and be appointed as the 
Director of the company after the capital increase.
4.    Details of connected person
Name:    Mr. Surachet Chaipatamanont
Nationality:    Thai
Address:    No. 1224-1228 Mittraphap Road Nai Muang Sub-district Nakhon Ratchasima 
District, Nakhon Ratchasima Province
Occupation:    Businessman
Workplace:    Senior Partner, Prime Road Group
Relationship with the Company:    Mr. Surachet Chaipatamanont will become a 
director of the Company after the offering and the allocation of the newly
issued shares
Currently, Mr. Surachet Chaipatamanont have no connection to the company neither
the management, the controlling persons nor the major shareholder of the
Company.  However, after the offering and the allocation of the newly issued
shares on the private placement basis, Mr. Surachet Chaipatamanont shall be
appointed to be a director of the Company.  Mr. Surachet Chaipatamanont
therefore will be the Company's management and the connected person under the
relevant Connected Transaction Notification
5.    Characteristics and scope of interest of connected person
Pursuant the Extra Ordinary Meeting No.1/2017 if the meeting resolves the 
capital increase and allot the capital increase on a private placement basis as
well as the connected transaction, Mr. Surachet Chaipatamanont shall receive the
PP shares of 19,000,000 mn shares at par value of THB 1 per share and the
offered price at THB 1 per share. Therefore, Mr. Surachet Chaipatamanont will
become the shareholder of the company with holding percentage of 3.22% from 0%
after the transaction and then he shall be appointed to be director of the
company.
6.    Directors who have interest and/or directors who are connected persons
No directors have interest or are a connected persons of the Company.
7.     Opinion of the Board of Directors on the entering into the connected 
transaction
The Board of Directors considered that the allotment of shares on private 
placement basis to, Mr. Surachet Chaipatamanont is reasonable. The capital
increase will benefit the company's financial position and future business plan.
Meanwhile, Mr. Surachet Chaipatamanont is a very well-known person for his
financial knowledge and specialist. The company which has been through the
financial difficulties for a long period shall be resolved with his vision and
consultation. Company expects that with his involvement company will rebound the
 financial performance into the green territories in a short period of time.
8.    Opinion of the audit committee and/or directors of the Company which is 
different from that of the Board of Directors under Clause 7
The audit committee and/or directors of the Company do not view the matter 
otherwise.
 
                                 ____________________________________
(Mr. Slib Soongswang)
   Chief Executive Officer
______________________________________________________________________

Change of director/Executive

(Translation)
No. 078/0960    21 September 2017
Subject:    Notification of the Board of Directors No.8/2017 and the date of the 
Extraordinary General Meeting of Shareholders No. 1/2017
To:    The President
    The Stock Exchange of Thailand
Enclosure    1.    Capital Increase Form (F 53-4)
2.    Information Memorandum concerning the Offering and Allocation of the Newly 
Issued Shares of Hydrotek Public Company Limited
3.    Information Memorandum concerning the Connected Transaction of the Offering 
and Allocation of the Newly Issued Shares of Hydrotek Public Company Limited
Following Hydrotek Public Company Limited (the "Company")'s Board of Directors' 
Meeting No.8/2017 held on September 21, 2017 at 1.00 p.m., at the Company
registered office No.1 TP&T Building 14th Floor, Soi Vibhavadi Rungsit 19,
Chatujak Sub-district, Chatujak District, Bangkok.  The Company would like to
inform the Stock Exchange of Thailand (the "SET") material matters resolved in
the meeting as follows:
1.    Approve to propose to the shareholders' meeting to consider and approve the 
increase of the Company registered capital in the amount of THB 200,000,000 from
the current registered capital of THB 389,968,760 to be the new registered
capital of THB 589,968,760 by issuing 200,000,000 newly ordinary shares at the
par value of THB 1 per share.  In this regard, please refer to more details in
the Capital Increase Form (F 53-4) (Enclosure 1)
2.    Approve to propose to the shareholders' meeting to consider and approve the 
amendment of Clause 4 of the Memorandum of Association of the Company to be in
line with the increase of the Company's registered capital. The details are as
follows:

"Clause 4 Registered Capital    THB 589,968,760 (Five Hundred Eighty Nine Million 
Nine Hundred Sixty Eight Thousand Seven Hundred and Sixty)
Divided into    589,968,760 shares (Five Hundred Eighty Nine Million Nine Hundred 
Sixty Eight Thousand Seven Hundred and Sixty Shares)
Par Value         THB 1 (One)
Classified into    
Ordinary Shares    589,968,760 shares (Five Hundred Eighty Nine Million Nine 
Hundred Sixty Eight Thousand Seven Hundred and Sixty Shares)
Preferred Shares      -  shares  ( - )"
3.    Approve to propose to the shareholders' meeting to consider and approve the  
allocation of 200,000,000 newly issued shares at the par value of THB 1 per
share, having details of the allocation as follows:
(1)    to allocate 100,000,000 newly issued shares with a par value of THB 1 per 
share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering) with the following details

(a)    offered the ratio of 3.89 existing shares to 1 newly issued shares at the 
offering price of THB 1 per share. Any fraction of shares shall be rounded down;

(b)    if there are any newly issued shares remaining after the allocation of 
shares to the existing shareholders in proportion to their shareholdings in the
first round, the Company will allocate such remaining unsubscribed shares to
those shareholders who have expressed their intention to subscribe for shares in
excess of their shareholdings in accordance with their shareholding for another
round with the same price as the Right Offering price, save for the case that
such allocation is unavailable because the remaining shares are fraction of
shares or that there is no shareholders expressing the intention to subscribe
the shares in excess of their shareholdings.

In this regard, for the allocation of the remaining unsubscribed shares, the 
Company reserves the right to allocation the same to shareholders who have
expressed their intention to subscribe for shares in excess of their
shareholdings in an amount of not more than one time of the right to Right
Offering share subscription such shareholder entitled to, according to the
shareholding of the Company.

(c)    shareholders who are eligible to subscribe for the newly issued shares shall
be those whose names are recorded in the shareholders register on November 10,
2017 (Record Date), pursuant to Section 225 of the Securities and Exchange Act
B.E. 2535 (as amended);

(d)    the right to subscribe for the newly issued shares is still pending an 
approval by the Extraordinary General Meeting of Shareholders No.1/2017

The Company then is to allocate the remaining shares from the offering to 
existing shareholders (Right Offering) and the allocation of the shares pursuant
to which the existing shareholders have subscribed in excess of their
shareholding on a private placement basis to Mr. Somprasong Panjalak who are not
a connected person of the Company, at the offering price of THB 1 per share
(the "Private Placement Offering Price").  The Private Placement Offering Price
is at the same price as the Right Offering price, but lower than the Market
Price, and also lower than the fully diluted price (the average share price
calculated based on and consideration of the effect, in proportion of
shareholdings, to the shareholders on offering the newly issued shares to the
existing shareholders) (which equivalent to THB 1.16 per share). However, the
Private Placement Offering Price is not lower than the Right Offering price as
stipulated in the Notification of the Capital Market Supervisory Board No.
TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares to
Specific Investors

"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between August
31, 2017 - September 20, 2017 equal to THB 1.25 per share (source: SETSMART from
 www.setsmart.com)).

The fully diluted price is calculated by:

(Market price x Total issued and paid-up shares) + (Right Offering price x Total
 newly issued shares)
        Total issued and paid-up shares + Total newly issued shares

(2)    to allocate 100,000,000 newly issued shares at the offering price of THB 1 
per share (the "Private Placement Offering Price") on a private placement basis
to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr. Surachet
Chaipatamanont in an amount of 19,000,000 shares -  Mr. Surachet Chaipatamanont,
whereby, is a connected person of the Company.  The Private Placement Offering
Price is not lower than the Right Offering price, but lower than the Market
Price as stipulated in the Notification of the Capital Market Supervisory Board
No. TorJor. 72/2558 re Approving a Listed Company to Offer Newly Issued Shares
to Specific Investors.

"Market Price" means the weighted average price of the Company's shares listed 
on the SET for the previous 7 - 15 consecutive business days prior to the
resolution of the Board of Directors' Meeting proposing the Extraordinary
General Meeting of Shareholders to approve the capital increase and the
allocation of the newly issued shares, which was the share price between August
31, 2017 - September 20, 2017 equal to THB 1.16 per share (source: SETSMART from
 www.setsmart.com)).
    Please refer to more details in the Capital Increase Form (F 53-4) (Enclosure 
1)
In addition, in the case that on the date the newly issued shares allocated to 
Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont, the offering price is
lower than 90% of the Market Price according to the Notification of the Stock
Exchange of Thailand re Rules, Conditions, and Procedures Governing the Listing
of Ordinary or Preferred Shares Issues for Capital Increase B.E. 2558 (Market
Price means a weighted average price of shares traded in the SET for not less
than 7 consecutive business days but not exceeding 15 consecutive business days
prior to the first date on which such shares are offered for sale) the Company
shall prohibit Mr. Somprasong Panjalak and Mr. Surachet Chaipatamanont from
selling any of them within the period of 1 year from the commencement date on
which the shares are traded on the SET. Upon completion of 6-month period of
trading of such shares issued for capital increase on the SET, Mr. Somprasong
Panjalak and Mr. Surachet Chaipatamanont can gradually sell their Shares that
are subject to the prohibition of sale at 25 percent of the total number of
newly issued shares that are subject to the prohibition of sale.

In addition to an approval obtained from the shareholders' meeting of the 
Company, without 10% or more of veto right from the shareholders who attend the
meeting and have the right to vote, an approval from the Office of the
Securities and Exchange Commission is required in accordance with the relevant
notification of the Capital Market Supervisory Board. Please refer to more
details in the Information Memorandum concerning the Offering and Allocation of
the Newly Issued Shares of Hydrotek Public Company Limited (Enclosure 2)

In this regard, the offering and the allocation of the newly issued shares on 
the private placement basis to Mr. Surachet Chaipatamanont who is a connected
person of the Company as he will thereafter become a director of the Company
after the transaction.  The transaction of the offering and allocation of newly
issued shares is therefore a connected transaction of the Company under the
under the Notification of the Capital Market Supervision Board No. 21/2551 RE
Rules on Connected Transactions and the Notification of the Stock Exchange of
Thailand re Disclosure of Information and Practice of Listed Companies
Concerning the Connected Transactions B.E. 2546.  The size of the connected
transaction equals to THB 19,000,000 the transaction of which is lower than THB
20,000,000 that the Company is required to obtain an approval from the Board of
Directors' meeting and the Company has prepared the Information Memorandum
concerning the Connected Transaction of the Offering and Allocation of the Newly
 Issued Shares of Hydrotek Public Company Limited. (Enclosure 3)

Also that the Board of Directors, the Executive Committee or any person 
designated by the Board of Directors or the Executive Committee is authorized to
determine the terms, conditions and other details as necessary for and in
connection with the issuance and allocation of newly issued shares as it deems
appropriate under the applicable law, including but not limited to the
determination of the offering periods and payment method.
4.    Approve to propose to the shareholders' meeting to consider and approve an 
appointment of the persons who will be an additional directors of the Company
i.e. . Mr. Surachet Chaipatamanont
Such proposed new director possess all the required qualifications for the 
directorship under the Securities and Exchange Act B.E 2535 (as amended) and the
relevant Notification Capital Markey Supervisory Board and the appointment of
the additional director shall become effective only on the condition that the
Company has already allocated the newly issued shares on a private placement
basis.
After such appointment of the additional directors, the Board of Directors will 
consist of 6 directors.
5.    Approve that the determination of the date of the Extraordinary General 
Meeting of Shareholders No.1/2017 will be held on November 2, 2017 at 2.00 p.m.,
at Meeting Room, 25th Floor of TP&T Building, No. 1, Soi Vibhavadi Rangsit 19,
Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok
10900, having the agenda items as follows:
Agenda 1        To consider and certify the minutes of the 2017 Annual General Meeting
 of Shareholders
Agenda 2        To consider and approve the increase of the Company registered capital
in the amount of THB 200,000,000 from the current registered capital of THB
389,968,760 to be the new registered capital of THB 589,968,760 by issuing
200,000,000 newly ordinary shares at the par value of THB 1 per share
Agenda 3    To consider and approve the amendment of Clause 4 of the Memorandum of 
Association of the Company to be in line with the increase of the Company's
registered capital.
Agenda 4    To consider and approve the allocation of 200,000,000 newly issued 
shares at the par value of THB 1 per share as follows:

    4.1     to allocate 200,000,000 newly issued shares with a par value of THB 1 
per share to the existing shareholders of the Company in proportion to their
shareholdings (Right Offering)
    4.2     to allocate the remaining shares from the offering to existing 
shareholders (Right Offering) and the allocation of the shares pursuant to which
the existing shareholders have subscribed in excess of their shareholding on a
private placement basis to Mr. Somprasong Panjalak who are not a connected
person of the Company, at the offering price of THB 1 per share
        4.3     to allocate 100,000,000 newly issued shares at the offering price of 
THB 1 per share (the "Private Placement Offering Price") on a private placement
basis to Mr. Somprasong Panjalak in an amount of 81,000,000 shares and Mr.
Surachet Chaipatamanont in an amount of 19,000,000 shares.
Agenda 5    To consider and approve an appointment of the persons who will be 2 
additional directors of the Company
Agenda 6    To consider other matters (if any)

Since the matters in agenda items 2 - 6 are related, the approval for each 
matter is conditional upon the other matters also being approved. Therefore, if
any of such agenda items is rejected by the shareholders' meeting, the other
agenda items that have already been approved by the shareholders' meeting shall
be cancelled and no other agenda shall be further considered.
6.    Approve to determine the date of determining the names of shareholders who 
shall be entitled to attend Extraordinary General Meeting of Shareholders No.
1/2017 (Record Date) on October 6, 2017 and the date to gather the names of
shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as
amended), and to empower the Executive Committee or the Managing Director to
amend or change the date of determination of shareholders who shall be entitled
to attend the Extraordinary General Meeting of Shareholders No1/2017 (Record
Date) and to amend or change the date to gather the names of shareholders under
Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing
the share register book and suspension of share transfer, as well as to amend,
change or determine the date, time and venue of the Extraordinary General
Meeting of Shareholders No. 1/2017 if the Company faces any problem in preparing
the documents and information which results in any delay in preparing those
documents and information and sending of such documents and information to the
shareholders within the time specified by the applicable rules, regulations and
law, or in case of occurrence of any event which necessarily causes amendment or
 change of the determination of such dates and time to be made as appropriate.

Please be informed accordingly.

Yours sincerely,


-Signature-
(Mr. Slib Soongswang)
Chief Executive Officer
Authorized Signatory
______________________________________________________________________
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