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Date/Time
06 Oct 2020 17:13:00
Headline
Information Memorandum Concerning the Acquisition of Assets and Connected Transaction of STEC (Amendment)
Symbol
STEC
Source
STEC
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                Connected transaction

ST/2020/0440

September 24th, 2020

Subject:    Information Memorandum Concerning the Acquisition of Assets and 
Connected
Transaction of Sino-Thai Engineering and Construction Public Company Limited
(Amendment)

To:        Directors and Managers of the Stock Exchange of Thailand

The Board of Directors' Meeting of Sino-Thai Engineering and Construction Public
Company Limited ("The Company") No. 5/2020 held on 24 September 2020 has
resolved the approval of purchasing of the Business of STIT Co., Ltd. ("STIT")
by way of acquisition of entire (100%) common shares from STP & I Public Company
 Limited ("STPI") ("Transaction").

The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht  which
as appeared in the Enclosure "Information Memorandum on the Connected
Transaction" pursuant to the Notification of the Capital Market Supervisory
Board TorChor.20/2551 Re: Rules on Entering into Major Transactions Deemed as
Acquisition or Disposal of Assets, as amended, and the Notification of the Board
Governors of the Stock Exchange of Thailand Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Acquisition or Disposal of Assets,
B.E. 2547 (2004) ("Notifications on Assets Acquisition or Disposal").  When
consideration of calculation result of the transaction according to
Notifications on Assets Acquisition or Disposal:  The calculation result of the
transaction was made by applying Net Tangible Assets Value Basis (NTA) according
to the Company's consolidated financial statements ended June 30, 2020, showing
the highest value of  3.63%, and the Company has no the acquisition of assets
transactions undertaken by the Company during the past 6 months, this resulted
in the total transactions to 3.63 % which is lower than 15%.  The Company shall
not be required to seek shareholders' approval, pursuant to Notifications on
Assets Acquisition or Disposal.

In addition, the transaction is considered to a connected transaction pursuant 
to the Notification of the Capital Market Supervisory Board TorChor.21/2551 Re:
Rules on Connected Transactions, dated August 31, 2008, as amended, and the
Notification of the Board Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected Transactions B.E.2546 (2003) ("Connected Transaction Notifications")
as followed.

1)    Major shareholders of the Company are consisting of C.T. Venture Co., Ltd., 
Equity Plus Co., Ltd., and Best Quality Skills Co., Ltd. (hold by Mr. Saeranee
Charnvirakul 50%, and Ms. Naiyabhak Charnvirakul 50%) shares holding in total of
18.83%. The major shareholders of STPI are consisting of Best Quality Skills
Co., Ltd., and Equity Plus Co., Ltd. (by Mr. Saeranee Charnvirakul 50%, and Ms.
Naiyabhak Charnvirakul 50%) including relatives, Phatra Asset Management Co.,
Ltd. (by receiving shares transferred of Mr. Anutin Charnvirakul - father of Mr.
Saeranee Charnvirakul and Ms. Naiyabhak Charnvirakul) in the name of a managers
in the administration and management of partnership stakes or shares of
Minister Anutin Charnvirakul in accordance with the contract for management of
partnership stakes or shares of a Minister according to the law.
2)    Company's Directors are Mrs. Anilrat Nitisaroj including relatives which are 
Mr. Chavarat Charnvirakul, Phatra Asset Management Co., Ltd., and Mr. Yanyong
Nitisaroj are all major shareholders of STPI.
3)    Company's Directors are Mr. Masthawin Charnvirakul including relatives which 
are Mr. Chavarat Charnvirakul, and Phatra Asset Management Co., Ltd. are all
major shareholders of STPI, moreover, Mr. Masthawin Charnvirakul is a Managing
Director of STPI as well.

When consideration of the Connected Transaction: Major Shareholders in STEC are 
Major Shareholders in STPI. As such, said transaction deems as a connected
transaction under Type 4 (transaction relating to the purchase of
assets/services). The size of transaction considered by using the 2nd quarter of
financial statement as at 30 June 2020 presented size of more than 20 million
baht and more than 3% of net tangible asset as at 30 June 2020 where the number
is higher than 424 million baht.  Therefore, the Company must (1) Disclose the
information of transaction according to Notifications on Assets Acquisition or
Disposal to the Stock Exchange of Thailand, (2) Convene the Extraordinary
Meeting of Shareholders and shall obtain approval from the Company' shareholders
with the vote of not less than three-fourths of the total votes of the
shareholders attending the meeting and have the right to vote, excluding the
votes of interested shareholders, (3) Appoint the Independent Financial Advisor
whose name is under the Office of the Securities and Exchange Commission
("SEC")'s Independent Financial Advisors (IFA) approved list, to provide opinion
on the purchase of the Business of STIT to the Company's shareholders including
sending their opinion for such transaction to the SEC and the Stock Exchange of
 Thailand ("SET") for consideration.

Details of the transaction is as the following.

1.    Transaction Date
    The Company will process the transaction as soon as the matter has been 
approved by EGM No. 1/2020 that shall be held on 27 November 2020, and it will
be completed within December 2020.

2.     Parties involved and Relationship with the Company
Buyer                :    Sino-Thai Engineering and Construction Public Company
Limited ("STEC")
    Seller                :    STP & I Public Company Limited ("STPI")
Relationship with the Company    :    1) Major shareholders of the Company are 
consisting of
C.T. Venture Co., Ltd., Equity Plus Co., Ltd., and Best
Quality Skills Co., Ltd. (hold by Mr. Saeranee Charnvirakul 50%, and Ms. 
Naiyabhak Charnvirakul 50%).  The major shareholders of STPI are consisting of
Best Quality Skills Co., Ltd., and Equity Plus Co., Ltd. (by Mr. Saeranee
Charnvirakul 50%, and Ms. Naiyabhak Charnvirakul 50%) including relatives,
Phatra Asset Management Co., Ltd.
2) Company's Directors are Mrs. Anilrat Nitisaroj including relatives which are 
Mr. Chavarat Charnvirakul, Phatra Asset Management Co., Ltd., and Mr. Yanyong
Nitisaroj are all major shareholders of STPI.
3) Company's Directors are Mr. Masthawin Charnvirakul including relatives which 
are Mr. Chavarat Charnvirakul, and Phatra Asset Management Co., Ltd. are all
major shareholders of STPI, moreover, Mr. Masthawin Charnvirakul is a Managing
Director of STPI.
3.    General Characteristics of Transaction and Size of Transaction
    3.1    General Characteristics of Transaction
        The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht which
the shares' price is a book value as at 30 June 2020 then after adjustment with
the average appraisal value appraised by the approved appraisal company that
approved by SEC hired by STPI and the Company.  Shares' value of STIT2011 and
tax from selling shares of STIT2011 has details as the following.
Item    Detail
Payment method    1st Installment          pay 50 million baht on the completion 
buying and selling date including transferring shares.
Remaining              the remaining is amounting to 624.49 million baht will be
installment paid within 3 years with the interest rate of 1.68 per year.  The
Company will make STIT stock pledge as the same amount of remaining for
guarantee and redeem gradually after payment has been completed.  The
installment payment is as followed.
1)    40% by 30 November 2021
2)    30% by 30 November 2022
3)    30% with the adjustment according to the financial statement as at the 
completion of buying and selling date including the shares' value of STIT2011
That adjusted as the amount of tax refund to be received and/or the actual
amount awarded from winning the case.  The payment will be as the following.
A)    In case the STIT2011 will receive tax refund and the case completed before 30
 November 2023, the Company will pay by 30 November 2023.
B)    In case that STIT2011 will receive tax refund and/or the case completed after
 30 November 2023,
-    30% of remaining payment after adjustment, deducted tax refund to be 
unreceived and/or case completed, will pay by 30 November 2023
-    The remaining will pay by 15 days from STIT2011 will receive tax refund and/or
 winning the case.
Condition Precedent    1) To dispose of its land under title deed no. 146558 with 
an area of 10-1-13.7 Rais, locating at Lam Luk Ka District, Pathum Thani
Province, which is part of the business location of STIT, at the price of
63,762,350 Baht.
2) STPI shall purchase all shares in STIT 2011 Co., Ltd. ("STIT2011"- a 
subsidiary of STIT) at the price equal to the book value adjusted with estimated
expenses relating to the legal consulting fee of 8 Million Baht (according to
the financial statements as of June 30, 2020, reflecting 65,251,956 Baht) and
amount of tax refund to be received and/or the actual amount awarded from
winning the case.
3) To negotiate with the financial institution for maintaining current financial
 facilities granted to STIT.
4) The transaction must be approved from the Extraordinary General Meeting of 
Shareholders No. 1/2020 which will be held on 27 November 2020, so STPI and STEC
could process the transaction and the Company shall pay the 1st installment
including processing the shares' transfer by the end of December 2020.
Other Condition    Within 30 days from sale completion date, the financial 
statements of both STIT and STIT2011 shall be made by adjustment of sale price
based upon the agreed principle.
Note: this transaction is included land and interest expenses.
    
3.2    Type and Size of Transaction
        The transaction is an acquisition and disposition asset pursuant to the 
Notification of the Capital Market Supervisory Board TorChor.20/2551 Re: Rules
on Entering into Major Transactions Deemed as Acquisition or Disposal of Assets,
as amended, and the Notification of the Board Governors of the Stock Exchange
of Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition or Disposal of Assets, B.E. 2547 (2004), dated
October 29, 2004, as amended. (collectively referred to as the "Notifications on
 Assets Acquisition or Disposal".
        The calculation result of the transaction was made by applying Net Tangible 
Assets Value Basis (NTA) according to the Company's consolidated financial
statements ended June 30, 2020 and audited financial statements of STIT as of 31
 December 2019 which has details as the following.
(unit : million baht)
Financial Data    The Company    STIT
Proportion of common share purchased (percentage)        100
Total asset    47,573.77    812.23
Deduct Intangible asset    -    0.39
Deduct Total liability    33,181.13    299.08
Deduct Non-Controlling interests of the subsidiaries    275.28    -
Net Tangible Asset (NTA)    14,117.36    512.76
Net profit    1,274.13    11.59

The Calculation of Asset Acquisition
Relevant Basis    Calculation Basis    Calculation    Size of Transaction
1. Net Tangible Asset Value Basis (NTA)    NTA of Asset Acquisition
NTA of The Company    512.76
14,117.36    3.63%
2. Net Profit Basis    Net profit of Asset Acquisition
Net profit of The Company
11.59
1,274.13    0.09%
3. Total Value of Consideration Basis    Total value of consideration
Total asset of the Company
693.53
47,573.77    1.46%
4. Value of Issued Equity Basis    Number of Share issued for asset payment
Registered capital of the Company
N/A    N/A
Note: this transaction is included shares purchasing 674.49 million baht and 
interest expenses 19.04 million baht, so totaling to 693.53 million baht.

The calculation result of the transaction was made by applying Net Tangible 
Assets Value Basis (NTA) according to the Company's consolidated financial
statements ended June 30, 2020, showing the highest value of  3.63 %, and the
Company has no the acquisition of assets transactions undertaken by the Company
during the past 6 months, this resulted in the total transactions to 3.63 %
which is lower than 15%.  The Company shall not be required to seek
shareholders' approval, pursuant to Notifications on Assets Acquisition or
Disposal.

The Calculation of Connected Transaction
Relevant Basis    Calculation Basis    Calculation    Size of Transaction
transaction relating to the purchase of assets/services    Transaction value

NTA of The Company    693.53  = 4.91%

14,117.36    More than 20 million baht and more than 3% of NTA (423.51 million 
baht)

The size of transaction more than 3% of net tangible asset, it is therefore, the
Company must (1) Disclose the information of transaction according to
Notifications on Assets Acquisition or Disposal to the Stock Exchange of
Thailand, (2) Convene the Extraordinary Meeting of Shareholders and shall obtain
approval from the Company' shareholders with the vote of not less than
three-fourths of the total votes of the shareholders attending the meeting and
have the right to vote, excluding the votes of interested shareholders, (3)
Appoint the Independent Financial Advisor whose name is under the Office of the
Securities and Exchange Commission ("SEC")'s Independent Financial Advisors
(IFA) approved list, to provide opinion on the purchase of the Business of STIT
to the Company's shareholders including sending their opinion for such
transaction to the SEC and the Stock Exchange of Thailand ("SET") for
consideration.

4.     Details of Asset Being Acquired
    The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht which
has details as followed.


    STIT Company Limited
    Location        :    25 Moo 13, Tumbol Banbung, Amphur Lamlukka, Pathumthani
Province.
    Nature of Business    :    Distributor and rental heavy construction materials 
services
    Board of Directors    :    1) Mr. Masthawin     Charnvirakul
    2) Mrs. Atitaya         Charnvirakul
    3) Mr. Yanyong        Nitisaroj
    4) Mr. Suwat        Riensiriwan
    The authorized signatory is Mr. Masthawin Charnvirakul or Mrs.
    Atitaya Charnvirakul jointly signed with Mr. Yanyong Nitisaroj or
    Mr. Suwat Riensiriwan and the company seal.

    Name of the Shareholders
Name list    Shares' Quantity    Proportion
1. STP & I Public Company Limited    13,499,993    100%
2. Mrs. Atitaya Charnvirakul    4    0%
3. Mr. Yanyong Nitisaroj    1    0%
4. Lieutenant Kitti Junsangsri    1    0%
5. Mr. Witaya Dangtech    1    0%
Total    13,500,000    100%

Financial Data:
1)    Statement of Financial Position
Unit : Thousand Baht
Details    Audited Statement as at
31 December 2019    Internal Statement as at
30 June 2020
Assets        
Cash and cash equivalents    62,210    35,565
Trade and other receivables    60,391    52,228
Inventory    269,488    208,686
Other current assets    10,667    63,238
Total Current Assets    402,756    359,717
Investments in subsidiaries    23,060    23,060
Property, plant and equipment - Net    380,191    344,584
Right-of-use assets    -    8,686
Other Non-Current Assets    6,222    8,556
Total Assets    812,229    744,603
Liabilities        
Short-term loans from financial institutions    75,000    90,000
Trade and other payables    116,396    56,116
Advance received for goods and services    13,228    8,602
Other current liabilities    66,063    47,545
Total current liabilities    270,687    202,263
Long term loan from Head Quarter    -    -
Financial lease payables    24,777    17,535
Lease of right-of-use assets payables    -    4,867
Provision for long-term employee benefits    3,613    3,244
Total liabilities    299,077    227,909
Shareholders' Equity        
Authorized share capital and paid-up share capital    135,000    135,000
Retained earnings    378,152    381,694
Total shareholders' equity    513,152    516,694
Total liabilities and shareholders' equity    812,229    744,603





2)    Income Statement
Unit : Thousand Baht
Details    Audited Statement as at
31 December 2019    Internal Statement as at
30 June 2020
Revenues        
Revenues from sales    593,840    177,684
Revenues from rendering of services    116,759    48,320
Gain on exchange    16,931    12,216
Other income    7,264    7,136
Total Revenues    734,794    245,357
Expenses        
Cost of goods sold    513,137    144,614
Cost of rendering of services    119,568    26,106
Selling and distribution expenses    16,703    7,786
Administrative expenses    63,229    58,910
Total Expenses    712,637    237,416
Profit (loss) before finance costs and income tax expenses    22,157    7,940
Finance costs    (6,007)    (2,908)
Profit (Loss) before income tax expense    16,150    5,032
Income tax expenses    (4,563)    (1,877)
Profit (Loss) for the year    11,587    3,155

5.    Total Value of Consideration
    The Company will purchase the entire (100%) common shares of STIT amounting to 
13,500,000 shares with the nominal par value of 10 Baht each at the total
purchase price of 674,487,000 Baht or 49.962 Baht per share with the interest
expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht, however, total
value of consideration will be adjusted in accordance with the financial
statement as at the completion buying and selling date as accorded.
    The Company will pay in cash by installment payment within 3 years and the 
interest rate of 1.68 per year, hence, the Company will make STIT stock pledge
as the same amount of remaining for guarantee and redeem gradually after payment
 has been completed.

6.     Basis used to determine the value of consideration
    The value of consideration is negotiated between the Company and the seller 
under the Arm-Length Negotiation basis.  First it will be considered through
book value adjustment besides the Company has also considered the estimated
income in the future and discounted cash flow method.  In addition, the Company
has also considered the beneficial in the ensuing years in compliance with the
new company and the Company as well.

7.    Sources of Fund
    The Company will pay the compensation to STPI from cash flows from operating 
activities.

8.     Opinion of the Board of Directors Regarding to the Transaction
    The Board of Directors' Meeting (excluding interested shareholders as listed 
below) considered that the transaction is appropriate and beneficial to the
Company and its shareholders with following reasons.
    - the transaction is supporting core business of the Company since a rapid 
expansion of construction business that presented its backlog over 100,000
million baht, especially the infrastructure projects and Eastern Economic
Corridor (EEC) projects that machines and equipment might have used to the new
coming projects.
    - the business could raise Equity IRR at 16.53%.
    - the business has a chance of being listed at the SET and value added to the 
business as well.

    By the way, to enter the aforesaid transaction, the Directors and/or connected 
Directors are not in the meeting and have no right to vote as an interested
shareholder, which have name list as followed.

Interested Directors            Type of interests
1) Mrs. Anilrat         Nitisaroj        Company's Director and Executive of STPI
2) Mr. Masthawin    Charnvirakul    Company's Director and Executive of STPI

3) Mr. Chamni        Janchai        Company's Chairman of the Audit Committee and Director 
of
STPI
4) Pol. Gen. Jate    Mongkolhutthi    Company's Member of the Audit Committee and 
Member of
the Audit Committee of STPI

9.     Opinion of the Audit Committee
    The Audit Committee of the Company convened the Audit Committee Meeting No. 
4/2020 on 3 September 2020 considered that the transaction is appropriate and
beneficial to the Company and its shareholders and no member of the Audit
Committee has a different opinion from the Board of Directors.

The Company provides this information for your acknowledgment and dissemination 
to the public and other investors.

Sincerely yours,



(Mr. Pakpoom Srichamni)
President



Company Secretary Office
Telephone: 0 2610 4900 ext. 1550, 1992, 1554
Facsimile : 0 2259 4427
______________________________________________________________________

Acquisition or disposition of assets

ST/2020/0440

September 24th, 2020

Subject:    Information Memorandum Concerning the Acquisition of Assets and 
Connected
Transaction of Sino-Thai Engineering and Construction Public Company Limited
(Amendment)

To:        Directors and Managers of the Stock Exchange of Thailand

The Board of Directors' Meeting of Sino-Thai Engineering and Construction Public
Company Limited ("The Company") No. 5/2020 held on 24 September 2020 has
resolved the approval of purchasing of the Business of STIT Co., Ltd. ("STIT")
by way of acquisition of entire (100%) common shares from STP & I Public Company
 Limited ("STPI") ("Transaction").

The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht  which
as appeared in the Enclosure "Information Memorandum on the Connected
Transaction" pursuant to the Notification of the Capital Market Supervisory
Board TorChor.20/2551 Re: Rules on Entering into Major Transactions Deemed as
Acquisition or Disposal of Assets, as amended, and the Notification of the Board
Governors of the Stock Exchange of Thailand Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Acquisition or Disposal of Assets,
B.E. 2547 (2004) ("Notifications on Assets Acquisition or Disposal").  When
consideration of calculation result of the transaction according to
Notifications on Assets Acquisition or Disposal:  The calculation result of the
transaction was made by applying Net Tangible Assets Value Basis (NTA) according
to the Company's consolidated financial statements ended June 30, 2020, showing
the highest value of  3.63%, and the Company has no the acquisition of assets
transactions undertaken by the Company during the past 6 months, this resulted
in the total transactions to 3.63 % which is lower than 15%.  The Company shall
not be required to seek shareholders' approval, pursuant to Notifications on
Assets Acquisition or Disposal.

In addition, the transaction is considered to a connected transaction pursuant 
to the Notification of the Capital Market Supervisory Board TorChor.21/2551 Re:
Rules on Connected Transactions, dated August 31, 2008, as amended, and the
Notification of the Board Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected Transactions B.E.2546 (2003) ("Connected Transaction Notifications")
as followed.

1)    Major shareholders of the Company are consisting of C.T. Venture Co., Ltd., 
Equity Plus Co., Ltd., and Best Quality Skills Co., Ltd. (hold by Mr. Saeranee
Charnvirakul 50%, and Ms. Naiyabhak Charnvirakul 50%) shares holding in total of
18.83%. The major shareholders of STPI are consisting of Best Quality Skills
Co., Ltd., and Equity Plus Co., Ltd. (by Mr. Saeranee Charnvirakul 50%, and Ms.
Naiyabhak Charnvirakul 50%) including relatives, Phatra Asset Management Co.,
Ltd. (by receiving shares transferred of Mr. Anutin Charnvirakul - father of Mr.
Saeranee Charnvirakul and Ms. Naiyabhak Charnvirakul) in the name of a managers
in the administration and management of partnership stakes or shares of
Minister Anutin Charnvirakul in accordance with the contract for management of
partnership stakes or shares of a Minister according to the law.
2)    Company's Directors are Mrs. Anilrat Nitisaroj including relatives which are 
Mr. Chavarat Charnvirakul, Phatra Asset Management Co., Ltd., and Mr. Yanyong
Nitisaroj are all major shareholders of STPI.
3)    Company's Directors are Mr. Masthawin Charnvirakul including relatives which 
are Mr. Chavarat Charnvirakul, and Phatra Asset Management Co., Ltd. are all
major shareholders of STPI, moreover, Mr. Masthawin Charnvirakul is a Managing
Director of STPI as well.

When consideration of the Connected Transaction: Major Shareholders in STEC are 
Major Shareholders in STPI. As such, said transaction deems as a connected
transaction under Type 4 (transaction relating to the purchase of
assets/services). The size of transaction considered by using the 2nd quarter of
financial statement as at 30 June 2020 presented size of more than 20 million
baht and more than 3% of net tangible asset as at 30 June 2020 where the number
is higher than 424 million baht.  Therefore, the Company must (1) Disclose the
information of transaction according to Notifications on Assets Acquisition or
Disposal to the Stock Exchange of Thailand, (2) Convene the Extraordinary
Meeting of Shareholders and shall obtain approval from the Company' shareholders
with the vote of not less than three-fourths of the total votes of the
shareholders attending the meeting and have the right to vote, excluding the
votes of interested shareholders, (3) Appoint the Independent Financial Advisor
whose name is under the Office of the Securities and Exchange Commission
("SEC")'s Independent Financial Advisors (IFA) approved list, to provide opinion
on the purchase of the Business of STIT to the Company's shareholders including
sending their opinion for such transaction to the SEC and the Stock Exchange of
 Thailand ("SET") for consideration.

Details of the transaction is as the following.

1.    Transaction Date
    The Company will process the transaction as soon as the matter has been 
approved by EGM No. 1/2020 that shall be held on 27 November 2020, and it will
be completed within December 2020.

2.     Parties involved and Relationship with the Company
Buyer                :    Sino-Thai Engineering and Construction Public Company
Limited ("STEC")
    Seller                :    STP & I Public Company Limited ("STPI")
Relationship with the Company    :    1) Major shareholders of the Company are 
consisting of
C.T. Venture Co., Ltd., Equity Plus Co., Ltd., and Best
Quality Skills Co., Ltd. (hold by Mr. Saeranee Charnvirakul 50%, and Ms. 
Naiyabhak Charnvirakul 50%).  The major shareholders of STPI are consisting of
Best Quality Skills Co., Ltd., and Equity Plus Co., Ltd. (by Mr. Saeranee
Charnvirakul 50%, and Ms. Naiyabhak Charnvirakul 50%) including relatives,
Phatra Asset Management Co., Ltd.
2) Company's Directors are Mrs. Anilrat Nitisaroj including relatives which are 
Mr. Chavarat Charnvirakul, Phatra Asset Management Co., Ltd., and Mr. Yanyong
Nitisaroj are all major shareholders of STPI.
3) Company's Directors are Mr. Masthawin Charnvirakul including relatives which 
are Mr. Chavarat Charnvirakul, and Phatra Asset Management Co., Ltd. are all
major shareholders of STPI, moreover, Mr. Masthawin Charnvirakul is a Managing
Director of STPI.
3.    General Characteristics of Transaction and Size of Transaction
    3.1    General Characteristics of Transaction
        The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht which
the shares' price is a book value as at 30 June 2020 then after adjustment with
the average appraisal value appraised by the approved appraisal company that
approved by SEC hired by STPI and the Company.  Shares' value of STIT2011 and
tax from selling shares of STIT2011 has details as the following.
Item    Detail
Payment method    1st Installment          pay 50 million baht on the completion 
buying and selling date including transferring shares.
Remaining              the remaining is amounting to 624.49 million baht will be
installment paid within 3 years with the interest rate of 1.68 per year.  The
Company will make STIT stock pledge as the same amount of remaining for
guarantee and redeem gradually after payment has been completed.  The
installment payment is as followed.
1)    40% by 30 November 2021
2)    30% by 30 November 2022
3)    30% with the adjustment according to the financial statement as at the 
completion of buying and selling date including the shares' value of STIT2011
That adjusted as the amount of tax refund to be received and/or the actual
amount awarded from winning the case.  The payment will be as the following.
A)    In case the STIT2011 will receive tax refund and the case completed before 30
 November 2023, the Company will pay by 30 November 2023.
B)    In case that STIT2011 will receive tax refund and/or the case completed after
 30 November 2023,
-    30% of remaining payment after adjustment, deducted tax refund to be 
unreceived and/or case completed, will pay by 30 November 2023
-    The remaining will pay by 15 days from STIT2011 will receive tax refund and/or
 winning the case.
Condition Precedent    1) To dispose of its land under title deed no. 146558 with 
an area of 10-1-13.7 Rais, locating at Lam Luk Ka District, Pathum Thani
Province, which is part of the business location of STIT, at the price of
63,762,350 Baht.
2) STPI shall purchase all shares in STIT 2011 Co., Ltd. ("STIT2011"- a 
subsidiary of STIT) at the price equal to the book value adjusted with estimated
expenses relating to the legal consulting fee of 8 Million Baht (according to
the financial statements as of June 30, 2020, reflecting 65,251,956 Baht) and
amount of tax refund to be received and/or the actual amount awarded from
winning the case.
3) To negotiate with the financial institution for maintaining current financial
 facilities granted to STIT.
4) The transaction must be approved from the Extraordinary General Meeting of 
Shareholders No. 1/2020 which will be held on 27 November 2020, so STPI and STEC
could process the transaction and the Company shall pay the 1st installment
including processing the shares' transfer by the end of December 2020.
Other Condition    Within 30 days from sale completion date, the financial 
statements of both STIT and STIT2011 shall be made by adjustment of sale price
based upon the agreed principle.
Note: this transaction is included land and interest expenses.
    
3.2    Type and Size of Transaction
        The transaction is an acquisition and disposition asset pursuant to the 
Notification of the Capital Market Supervisory Board TorChor.20/2551 Re: Rules
on Entering into Major Transactions Deemed as Acquisition or Disposal of Assets,
as amended, and the Notification of the Board Governors of the Stock Exchange
of Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition or Disposal of Assets, B.E. 2547 (2004), dated
October 29, 2004, as amended. (collectively referred to as the "Notifications on
 Assets Acquisition or Disposal".
        The calculation result of the transaction was made by applying Net Tangible 
Assets Value Basis (NTA) according to the Company's consolidated financial
statements ended June 30, 2020 and audited financial statements of STIT as of 31
 December 2019 which has details as the following.
(unit : million baht)
Financial Data    The Company    STIT
Proportion of common share purchased (percentage)        100
Total asset    47,573.77    812.23
Deduct Intangible asset    -    0.39
Deduct Total liability    33,181.13    299.08
Deduct Non-Controlling interests of the subsidiaries    275.28    -
Net Tangible Asset (NTA)    14,117.36    512.76
Net profit    1,274.13    11.59

The Calculation of Asset Acquisition
Relevant Basis    Calculation Basis    Calculation    Size of Transaction
1. Net Tangible Asset Value Basis (NTA)    NTA of Asset Acquisition
NTA of The Company    512.76
14,117.36    3.63%
2. Net Profit Basis    Net profit of Asset Acquisition
Net profit of The Company
11.59
1,274.13    0.09%
3. Total Value of Consideration Basis    Total value of consideration
Total asset of the Company
693.53
47,573.77    1.46%
4. Value of Issued Equity Basis    Number of Share issued for asset payment
Registered capital of the Company
N/A    N/A
Note: this transaction is included shares purchasing 674.49 million baht and 
interest expenses 19.04 million baht, so totaling to 693.53 million baht.

The calculation result of the transaction was made by applying Net Tangible 
Assets Value Basis (NTA) according to the Company's consolidated financial
statements ended June 30, 2020, showing the highest value of  3.63 %, and the
Company has no the acquisition of assets transactions undertaken by the Company
during the past 6 months, this resulted in the total transactions to 3.63 %
which is lower than 15%.  The Company shall not be required to seek
shareholders' approval, pursuant to Notifications on Assets Acquisition or
Disposal.

The Calculation of Connected Transaction
Relevant Basis    Calculation Basis    Calculation    Size of Transaction
transaction relating to the purchase of assets/services    Transaction value

NTA of The Company    693.53  = 4.91%

14,117.36    More than 20 million baht and more than 3% of NTA (423.51 million 
baht)

The size of transaction more than 3% of net tangible asset, it is therefore, the
Company must (1) Disclose the information of transaction according to
Notifications on Assets Acquisition or Disposal to the Stock Exchange of
Thailand, (2) Convene the Extraordinary Meeting of Shareholders and shall obtain
approval from the Company' shareholders with the vote of not less than
three-fourths of the total votes of the shareholders attending the meeting and
have the right to vote, excluding the votes of interested shareholders, (3)
Appoint the Independent Financial Advisor whose name is under the Office of the
Securities and Exchange Commission ("SEC")'s Independent Financial Advisors
(IFA) approved list, to provide opinion on the purchase of the Business of STIT
to the Company's shareholders including sending their opinion for such
transaction to the SEC and the Stock Exchange of Thailand ("SET") for
consideration.

4.     Details of Asset Being Acquired
    The Company will purchase the entire (100%) common shares of STIT from STPI 
amounting to 13,500,000 shares with the nominal par value of 10 Baht each at the
total purchase price of 674,487,000 Baht or 49.962 Baht per share with the
interest expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht which
has details as followed.


    STIT Company Limited
    Location        :    25 Moo 13, Tumbol Banbung, Amphur Lamlukka, Pathumthani
Province.
    Nature of Business    :    Distributor and rental heavy construction materials 
services
    Board of Directors    :    1) Mr. Masthawin     Charnvirakul
    2) Mrs. Atitaya         Charnvirakul
    3) Mr. Yanyong        Nitisaroj
    4) Mr. Suwat        Riensiriwan
    The authorized signatory is Mr. Masthawin Charnvirakul or Mrs.
    Atitaya Charnvirakul jointly signed with Mr. Yanyong Nitisaroj or
    Mr. Suwat Riensiriwan and the company seal.

    Name of the Shareholders
Name list    Shares' Quantity    Proportion
1. STP & I Public Company Limited    13,499,993    100%
2. Mrs. Atitaya Charnvirakul    4    0%
3. Mr. Yanyong Nitisaroj    1    0%
4. Lieutenant Kitti Junsangsri    1    0%
5. Mr. Witaya Dangtech    1    0%
Total    13,500,000    100%

Financial Data:
1)    Statement of Financial Position
Unit : Thousand Baht
Details    Audited Statement as at
31 December 2019    Internal Statement as at
30 June 2020
Assets        
Cash and cash equivalents    62,210    35,565
Trade and other receivables    60,391    52,228
Inventory    269,488    208,686
Other current assets    10,667    63,238
Total Current Assets    402,756    359,717
Investments in subsidiaries    23,060    23,060
Property, plant and equipment - Net    380,191    344,584
Right-of-use assets    -    8,686
Other Non-Current Assets    6,222    8,556
Total Assets    812,229    744,603
Liabilities        
Short-term loans from financial institutions    75,000    90,000
Trade and other payables    116,396    56,116
Advance received for goods and services    13,228    8,602
Other current liabilities    66,063    47,545
Total current liabilities    270,687    202,263
Long term loan from Head Quarter    -    -
Financial lease payables    24,777    17,535
Lease of right-of-use assets payables    -    4,867
Provision for long-term employee benefits    3,613    3,244
Total liabilities    299,077    227,909
Shareholders' Equity        
Authorized share capital and paid-up share capital    135,000    135,000
Retained earnings    378,152    381,694
Total shareholders' equity    513,152    516,694
Total liabilities and shareholders' equity    812,229    744,603





2)    Income Statement
Unit : Thousand Baht
Details    Audited Statement as at
31 December 2019    Internal Statement as at
30 June 2020
Revenues        
Revenues from sales    593,840    177,684
Revenues from rendering of services    116,759    48,320
Gain on exchange    16,931    12,216
Other income    7,264    7,136
Total Revenues    734,794    245,357
Expenses        
Cost of goods sold    513,137    144,614
Cost of rendering of services    119,568    26,106
Selling and distribution expenses    16,703    7,786
Administrative expenses    63,229    58,910
Total Expenses    712,637    237,416
Profit (loss) before finance costs and income tax expenses    22,157    7,940
Finance costs    (6,007)    (2,908)
Profit (Loss) before income tax expense    16,150    5,032
Income tax expenses    (4,563)    (1,877)
Profit (Loss) for the year    11,587    3,155

5.    Total Value of Consideration
    The Company will purchase the entire (100%) common shares of STIT amounting to 
13,500,000 shares with the nominal par value of 10 Baht each at the total
purchase price of 674,487,000 Baht or 49.962 Baht per share with the interest
expenses amounting to 19,042,576 Baht, totaling 693,529,576 Baht, however, total
value of consideration will be adjusted in accordance with the financial
statement as at the completion buying and selling date as accorded.
    The Company will pay in cash by installment payment within 3 years and the 
interest rate of 1.68 per year, hence, the Company will make STIT stock pledge
as the same amount of remaining for guarantee and redeem gradually after payment
 has been completed.

6.     Basis used to determine the value of consideration
    The value of consideration is negotiated between the Company and the seller 
under the Arm-Length Negotiation basis.  First it will be considered through
book value adjustment besides the Company has also considered the estimated
income in the future and discounted cash flow method.  In addition, the Company
has also considered the beneficial in the ensuing years in compliance with the
new company and the Company as well.

7.    Sources of Fund
    The Company will pay the compensation to STPI from cash flows from operating 
activities.

8.     Opinion of the Board of Directors Regarding to the Transaction
    The Board of Directors' Meeting (excluding interested shareholders as listed 
below) considered that the transaction is appropriate and beneficial to the
Company and its shareholders with following reasons.
    - the transaction is supporting core business of the Company since a rapid 
expansion of construction business that presented its backlog over 100,000
million baht, especially the infrastructure projects and Eastern Economic
Corridor (EEC) projects that machines and equipment might have used to the new
coming projects.
    - the business could raise Equity IRR at 16.53%.
    - the business has a chance of being listed at the SET and value added to the 
business as well.

    By the way, to enter the aforesaid transaction, the Directors and/or connected 
Directors are not in the meeting and have no right to vote as an interested
shareholder, which have name list as followed.

Interested Directors            Type of interests
1) Mrs. Anilrat         Nitisaroj        Company's Director and Executive of STPI
2) Mr. Masthawin    Charnvirakul    Company's Director and Executive of STPI

3) Mr. Chamni        Janchai        Company's Chairman of the Audit Committee and Director 
of
STPI
4) Pol. Gen. Jate    Mongkolhutthi    Company's Member of the Audit Committee and 
Member of
the Audit Committee of STPI

9.     Opinion of the Audit Committee
    The Audit Committee of the Company convened the Audit Committee Meeting No. 
4/2020 on 3 September 2020 considered that the transaction is appropriate and
beneficial to the Company and its shareholders and no member of the Audit
Committee has a different opinion from the Board of Directors.

The Company provides this information for your acknowledgment and dissemination 
to the public and other investors.

Sincerely yours,



(Mr. Pakpoom Srichamni)
President



Company Secretary Office
Telephone: 0 2610 4900 ext. 1550, 1992, 1554
Facsimile : 0 2259 4427
______________________________________________________________________
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