News Detail

Date/Time
01 Oct 2021 19:11:00
Headline
Approval of the debt settlement of the bills of exchange of Planet Energy, Capital decrease, Capital increase, Issuance of the warrants, and Determination of the Date of Extraordinary General Meeting of Shareholders No. 1/2021(Rectify)
Symbol
AQ
Source
AQ
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 30-Sep-2021
Shareholder's meeting date               : 08-Nov-2021
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 15-Oct-2021
meeting
Ex-meeting date                          : 14-Oct-2021
Significant agenda item (Update)         :
  - Capital increase
  - Acquisition and disposition of assets
  - The issuance of convertible securities
Venue of the meeting                     : e-EGM
Remark                                   :
e-EGM
______________________________________________________________________

-Translation-
SET.026/2021                                
30 September 2021

Re:    Approval of the debt settlement of the bills of exchange of Planet Energy 
Holding Pte. Ltd.,
 Capital decrease, Capital increase, Issuance of the warrants, and Determination
 of the Date of Extraordinary General Meeting of Shareholders No. 1/2021
To:    The President of the Stock Exchange of Thailand
Enclosure:    1.    Information Memorandum re the Asset Acquisition of AQ Estate 
Public Company Limited
2.     Capital increase form (F53-4)
3.    Key Features of the Warrants to Purchase Newly Issued Ordinary Shares of the 
AQ Corporation Public Company Limited No. 5 (AQ-W5)
    AQ Estate Public Company Limited (the "Company") would like to notify that the 
Board of Directors' meeting No. 6/2021 convened on 30 September 2021 has
resolved to important resolutions as follows:
1.    approve the Company's entering into a debt settlement transaction in 
accordance with the bill of exchange (BE) of Planet Energy Holding Pte. Ltd.
("PEH."). PEH has proposed to use 2,252,716 ordinary shares of Green Earth Power
Thailand Co., Ltd. ("GEP Thailand") (equivalent to 10 percent of the registered
capital of GEP Thailand) with a value of THB 533.78 per share, or totaling THB
1,202,454,746.48 to settle the debt under the BE of THB 1,202,449,223.38.
The value of THB 533.78 per share is a value within the range of THB 271 - 597 
per share or totaling THB 609,436,080  - 1,344,090,213, which is based on the
price of the GEP Thailand shares appraised on 7 June 2021 by Orion Advisory Co.,
Ltd. After having been transferred the GEP Thailand shares, the Company will
hold 2,252,716 ordinary shares in GEP Thailand or equivalent to 10 percent of
the registered capital of GEP Thailand.
The outstanding debt under the BE as of 30 September 2021 amounts to THB 
1,202,449,223.38 comprising a principal of THB 1,072,160,010.50 and debt
interests at the rate of 6.50 percent per year of THB 130,289,212.88. The
settlement is subject to the following key conditions precedent:
1)    PEH shall have been transferred 2,252,716 GEP Thailand shares, such shares 
being fully paid-up shares, from Noble Planet Pte. Ltd. for the settlement of
the debt under the BE; and
2)    The share transfer shall have obtained the consent, waiver, or approval from 
the contractual parties or any third party in accordance with important
documents relating to the entering this transaction.
Entering into the abovementioned BE debt settlement transaction is deemed an 
asset acquisition in accordance with the Notification of the Capital Market
Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material
Transactions Deemed as Acquisition or Disposal of Asset dated 31 August 2008
(as amended) and the Notification of the Board of Governors of the Stock
Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) dated
29 October 2004 (as amended) (the two notifications shall be collectively
referred to as "Notifications on Acquisition or Disposal of Assets"). When
considering the size of the abovementioned transaction using calculations made
according to the different criteria of the Notifications on Acquisition or
Disposal of Assets based on the Company's consolidated financial statements for
the six-month period ended 30 June 2021 reviewed by certified auditors, the
highest transaction value is equivalent to 19.17 percent according to the total
value of consideration criterion and when taking into account other asset
acquisition transactions of the Company and the Company's subsidiaries in the
six months prior to the date the Board of Directors resolved to approve entering
into this asset acquisition, the highest transaction value will be equivalent
to 24.15 percent according to the total value of consideration criterion.
Therefore, this transaction is considered a Class 2 transaction according to the
Notifications on Acquisition or Disposal of Assets where the total value of the
transaction is or is more than 15 percent but less than 50 percent.
Accordingly, the Company is required to provide an Information Memorandum
regarding the transaction to the Stock Exchange of Thailand ("SET") and send a
circular notice to its shareholders within 21 days from the day the Company
discloses the transaction to the SET.
However, entering into the abovementioned transaction is not deemed a connected 
transaction of a listed company according to the Notification of the Capital
Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected
Transactions (as amended) and the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of
Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as
amended).
Please see the details in the Information Memorandum re the Asset Acquisition of
 the Company in the Enclosure 1.
Additionally, the Board of Directors approve the execution of the debt 
settlement agreement and/or any other contractual documents relating to this BE
debt settlement transaction and approve to authorize the Executive Committee
and/or the Chief Executive Officer and/or any other person that have been
authorized by the Executive Committee or the Chief Executive Officer to
undertake any action relating to the BE debt settlement which include the
following actions:
(a)    Determining, amending, and adding details relating to the transaction in 
accordance with the relevant laws;
(b)    Negotiating, amending, and executing agreements including other relevant 
documents;
(c)     Executing, amending, modifying and contacting for applications and evidence
necessary and relating to the transaction with the Office of the Securities and
Exchange Commission of Thailand, the Stock Exchange of Thailand ("SET"),
Government departments or other relevant units, as well as having the authority
to undertake any other necessary actions including sub-delegating; and
(d)    Undertaking any action necessary and that he deems appropriate for the 
success of all the abovementioned actions.
2.    Approved to propose to the shareholders' meeting to consider and approve 
reduction of the registered capital of the Company by Baht 104,343,606,929.50
from the existing registered capital of Baht 147,006,012,651.50 to the
registered capital of Baht 42,662,405,722 by deducting 208,687,213,859 unissued
shares with a par value of Baht 0.50 per share.
These deducted shares are the remaining share allocated for accommodating the 
issuance of the Warrants to purchase ordinary share of the Company No. 4 (AQ-W4)
in the portion that had not been allocated in the number of 56,327,213,859
shares. and allocated to support the issuance and offering of newly issued
ordinary shares to the existing shareholders (Right Offering) amounting to
125,000,000,000 shares and allocated to support the issuance and offering of
newly issued ordinary shares to a private placement (Private Placement)
27,360,000,000 shares

3.    Approved to propose to the shareholders' meeting to consider and approve the 
Amendment of the Clause 4 of the Memorandum of Association of the Company to be
in line with the decrease of registered capital and propose the persons assigned
by the Board of Directors for the registration of the Amendment of the
Memorandum of Association of the Company has authorized to amend and append
documents to be accordance with the registrar's order.
4.    Approved to propose to the shareholders' meeting to consider and approve the 
increase the registered capital of the Company of Baht 38,396,165,150.50 from
the existing registered capital of Baht 42,662,405,722 to the registered capital
of Baht 81,058,570,872.50 by issuing 76,792,330,301 newly issued ordinary
shares with a par value of Baht 0.50 per share to support the issuance and
offering of newly issued ordinary shares to existing shareholders (Rights
Offering) and/or offering to the Private Placement under the general mandate
basis, and supporting to the exercise of AQ-W5.
The Company plans to expand the Company's business to the energy business, other
supporting business or business relating to the core business of the Company,
and the property business which are the Company existing businesses. Currently,
the Company has many energy projects under studying to investment, in this
regard, the Company has the policy to raise funds for such projects by issuance
of short term bill of exchange and/or long term bill of exchange and/or the
issuance of debentures as approved by the shareholders' meeting of the Company
and intends to use of such funds for full efficiently. On another hand, the
Board of Directors had the opinion that in order to increase flexibility for
raising funds and increase the opportunity for full capacity of competition, the
Board of Directors deemed appropriate to propose the shareholders' meeting to
consider and approve the newly issued ordinary shares will be the appropriate
financial instrument to maximize the Company's benefit in the future. For the
proposal of the newly issued ordinary share under general mandate basis to the
shareholders' meeting to consider and approve, the Company will consider the
benefit of shareholders and the Company mainly. Details are appeared in Capital
increase form (F53-4) (Enclosure 2).
5.    Approved to propose to the shareholders' meeting to consider and approve the 
Amendment of the Clause 4 of the Memorandum of Association of the Company to be
in line with the increase of registered capital and propose the persons assigned
by the Board of Directors for the registration of the Amendment of the
Memorandum of Association of the Company has authorized to amend and append
documents to be accordance with the registrar's order.
6.    Approved to propose to the shareholders' meeting to consider the issuance of 
the warrants to purchase newly issued ordinary shares of the Company No. 5
(AQ-W5) in the number not over than 42,662,405,722 units for allocation to
existing shareholders of the Company in proportion to their respective
shareholdings at the ratio of 2 existing ordinary shares to 1 unit of warrant
(any fractions resulting from the calculation based on the allocation ratio set
forth shall be rounded down), with a term of up to 3 years from the issuance
date, having an exercise ratio of 1 unit of warrant per 1 newly issued ordinary
share at an exercise price of THB 0.028. Details are appeared in Capital
increase form (F53-4) (Enclosure 2) and Key Features of the Warrants to Purchase
Newly Issued Ordinary Shares of the AQ Estate Public Company Limited No. 5
(AQ-W5) (Enclosure 3).
Category of Warrants    Warrants to Purchase Newly Issued Ordinary Shares of the AQ
 Corporation Public Company Limited No. 5 (AQ-W5)
Type of Warrants    Transferable warrants, with the name of bearer
Number of Warrants Issued    Not exceeding 42,662,405,722 units.
Offering Price per Unit    At no cost (zero Baht)
Exercise ratio    One unit of Warrants for one newly issued ordinary share.
Exercise Price    0.028 Baht per share unless the exercise ratio is otherwise 
adjusted pursuant to the conditions concerning the right adjustment (if any).
Record Date (XW)    22 November 2021
Issuance Date    15 December 2021 and/or Resolution of Board Directors' Meeting
Term of Warrants    Not exceeding 3 years from the issuance date of Warrants.
Allocation Method    Existing Shareholders will be allocated the AQ-W5 1 unit per 2
 existing shares
Exercise Period    Not exceeding 3 years from the issuance date of Warrants. The 
First exercise date will be 31 March 2022 and the following details; -
?    30 June 2022
?    30 September 2022
?    30 December 2022
?    31 March 2023
?    30 June 2023
?    29 September 2023
?    29 December 2023
?    29 March 2024
?    28 June 2024
?    30 September 2024
?    6 December 2024
In case that any exercise date does not fall on a business day of the Company, 
such date shall be moved to a business day prior to such exercise date. The
Company will not extend the term of the Warrants and there is no requirement
demanding the Warrant holders to be able to exercise their rights prior to the
exercise date.
Secondary Market for Ordinary Shares Issued from Exercise of Warrants    The 
Company will file the application for listing ordinary shares issued from the
exercise of Warrants on the SET.
In addition, the Board of Directors also deemed it appropriate to propose that 
the shareholders' meeting to consider and approve the authorization of the Board
of Directors or any person designated by the Board of Directors shall be
authorized to undertake any actions with regard to the issuance and allocation
of the AQ-W5 Warrants. Including, but not limited to determining or modifying
the criteria, terms and conditions, and other details related to the issuance
and allocation of the AQ-W5 Warrants, including the payment method, the exercise
date, and any other relevant terms and details, or not allocating the AQ-W5
Warrants to any shareholders if such offering or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions. The said person(s) shall also be authorized to negotiated, agree
and sign any relevant documents and agreements and perform any other necessary
actions related to the issuance and allocation of the AQ-W5 Warrants, the
listing of the AQ-W5 Warrants and the newly issued ordinary shares to be issued
upon exercising the right to purchase newly issued ordinary shares under the
AQ-W5 Warrants on The Stock Exchange of Thailand (SET), as well as to proceed
with proceed with applications for the necessary approval from relevant
authorities and to appoint and designate other appropriate to be the substitute
attorney in fact to perform the above.
In this regard, the allocation of the AQ-W5 Warrants is uncertain as the 
Extraordinary Meeting of the Shareholders No. 1/2021 has to approve this agenda.
7.    Approved to propose to the shareholders' meeting to consider and approve the 
allocation of 34,129,924,579 newly issued ordinary shares with a par value of
Baht 0.50 per share, divided into 25,597,443,434 newly issued ordinary shares,
equivalent to 30 percent of the paid-up capital of the Company to the existing
shareholders (Rights Offering) and/or the allocation of 8,532,481,145 newly
issued ordinary shares, equivalent to 10 percent of the paid-up capital of the
Company to the specific investors (Private Placement). Both cases are under
general mandate basis. In any case, the allocation shall not be exceeding
25,597,443,434 shares or up to 30 percent of the paid-up capital of the Company.
7.1.The Company may either entirely or partially allocate the newly issued 
ordinary shares, whether in single or sequential allocation. In this regard, the
offering price for the existing shareholders (Right Offering) will not be lower
than 0.024 baht which is lower than the par value of the Company. Due to the
Company has accumulated losses in the separate financial statements of the
Company ending on June 30, 2021, which was the latest financial statement that
has been reviewed by a certified auditor. In any case the aggregate number of
newly issued ordinary shares to be allocated to the existing shareholders
(Rights Offering) and/or to the specific investors (Private Placement) shall not
to be exceeding 25,597,443,434 shares or 30 percent of the paid-up registered
capital of the Company as at the Board of Directors approval date of the
increase of registered capital under general mandate basis.
The specific investors under Private Placement basis who shall be allocated the 
newly issued ordinary shares under the General Mandate basis must have at least
one of the following qualifications and shall not be the related persons of the
Company as specified in the Notification of the Capital Market Supervisory Board
No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification
of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Connected
Transactions B.E. 2546:
a)    Being institution investors in accordance with the definition prescribed in 
the Notification of the Securities and Exchange Commission No. KorChor. 17/2551
Re: Determination of Definitions in Notifications relating to Issuance and Offer
 for Sale of Securities; or
b)    Being individual investors or juristic persons that have stable financial 
positions and potential to invest as well as have knowledge, skill, experience
or potential that benefit or support the Company's operation.
If there is the allocation of newly issued ordinary shares to the specific 
investors under Private Placement basis, the Company shall disclose the name of
such specific investors before the offering of newly issued ordinary shares.
The subscription price of the newly issued ordinary shares to be allocated to 
the specific investors under Private Placement basis and General Mandate basis
shall not lower than 90 percent of the Market Price and/or not less than THB
0.024.
"Market Price" means the weighted average price of the Company's shares trading 
in the Stock Exchange of Thailand for 7 - 15 consecutive business days prior to
the date for determination of the subscription price. The weighted average price
using in the calculation must be the daily average price of the Company shares.
In this regard, the date for determination of the subscription price shall no
earlier than 3 business day prior to the first subscription date.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    To consider and determine details of the allocation of newly issued ordinary
shares, such as, the subscription price. In term of offering newly issued
ordinary shares in the basis of Right Offering which will not be lower than
0.024 Baht is lower than the par value of the Company because the Company has
accumulated losses and/or offering the shares in the basis of Private Placement,
General Mandate, its price shall not lower than 90 percent of the Market Price
and/or not less than THB 0.024. This offering shall be one time or from
time-to-time, subscription period, share subscription, subscription payment,
other conditions and details in connection with the allocation of such newly
issued ordinary shares;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the mai and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
7.2.    Allocate not over than 42,662,405,722 newly issued ordinary shares for the 
exercise of the right to purchase newly issued ordinary shares under the AQ-W5
Warrants, which will be issued to existing shareholders of the Company at no
cost (zero THB) in proportion to their respective shareholdings at the ratio of
2 existing ordinary shares to 1 unit of warrant (any fractions resulting from
the calculation based on the allocation ratio set forth shall be rounded down),
with a term of Not exceeding 3 years from the issuance date, having an exercise
ratio of 1 unit of warrant per 1 newly issued ordinary share at an exercise
price of THB 0.028.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    Determining or modifying the terms and other details relating to the 
issuance and allocation of AQ-W5 Warrants, payment methods, exercise dates and
any other relevant terms or conditions. Including the non-allocation of AQ-W5
Warrants to any shareholders if such offerings or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions, the subscription period and payment method, any other terms and
details relating to the foregoing matters ;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
8    Approved the determination of the date on which the recorded shareholders are 
entitled to attend the 2021 Annual General Meeting of Shareholders (Record Date)
and the date, time, venue and agenda items for the 2021 Annual General Meeting
of Shareholders, as follows:
8.1    Determined the date of the Extraordinary General Meeting of Shareholders No.
1/2021 on Nov 8, 2021 at 2.00 pm. via electronic means (e-EGM) pursuant to the
criteria specified in the laws relating to the meeting via electronic means;
8.2        Determined the date on which the recorded shareholders are entitled to 
attend the 2021 Annual General Meeting of Shareholders (Record Date) on Oct 15,
2021;
8.3        Determined the agenda items of the 2021 Annual General Meeting of 
Shareholders, as follows:
Agenda 1    Matters to be informed by the Chairman for acknowledgement;
Agenda 2    To consider and certify the minutes of the 2021 Annual General Meeting 
of Shareholders;
Agenda 3    To consider and approve the reduction of the registered capital of the 
Company by Baht 104,343,606,929.50 from the existing registered capital of Baht
147,006,012,651.50 to the registered capital of Baht 42,662,405,722 by deducting
 208,687,213,859 unissued shares with a par value of Baht 0.50 per share;
Agenda 4    To consider and approve the amendment of the Clause 4 of the memorandum
of association of the Company to be in line with the decrease of registered
capital;
Agenda 5    To consider and approve the increase the registered capital of the 
Company of Baht 38,396,165,150.50 from the existing registered capital of Baht
42,662,405,722 to the registered capital of Baht 81,058,570,872.50 by issuing
76,792,330,301 newly issued ordinary shares with a par value of Baht 0.50 per
share;
Agenda 6    To consider and approve the amendment of the Clause 4 of the memorandum
of association of the Company to be in line with the increase of registered
capital;
Agenda 7    To consider and approved the issuance of the warrants to purchase newly
issued ordinary shares of the Company No. 5 (AQ-W5) in the number not over than
42,662,405,722 units for allocation to existing shareholders of the Company in
proportion to their respective shareholdings at the ratio of 2 existing ordinary
 shares to 1 unit of warrant;
Agenda 8    To consider and approve the allocation of 76,792,330,301 newly issued 
ordinary shares with a par value of Baht 0.50 per share to the existing
shareholders (Rights Offering) and/or to the specific investors (Private
Placement) under General Mandate basis and for the exercise of the right to
purchase newly issued ordinary shares under the AQ-W5 Warrants; and
Agenda 9    To consider other matters (if any)
Since agenda items number 3 to 8 are related, consideration approving subjects 
according to agenda items 3 to 8 are mutually conditional. If a subject in an
agenda item is no approved, other subjects which have already been approved are
considered cancelled, and there will be no further considerations on other
agenda items. Considerations approving subjects detailed in agenda items 3 to 8
are then considered unapproved by the meeting of shareholders.
Please be informed accordingly.
Yours sincerely,
   (Mr. Chamnan Wangtal)    (Mr. Michael Alexander William Fernandez)
               Director                                               Director
______________________________________________________________________

Increasing Capital

Subject                                  : Issuance  of Additional Shares Under 
a General Mandate
Date of Board resolution                 : 30-Sep-2021
Number of additional common shares       : 34,129,924,579
(shares)
Total of additional shares (shares)      : 34,129,924,579
Par value (baht per share)               : 0.50
Type of allocated securities             : Common shares
  Allocated to                           : All Common shares' shareholders
     Number of allotted shares (shares)  : 25,597,443,434
     % of Paid-Up capital as of capital  : 30.00
increase BOD resolution date
  Allocated to                           : Private placement
    Number of allotted shares (shares)   : 8,532,481,145
    % of Paid-Up capital as of capital   : 10.00
increase BOD resolution date
Remark                                   :
7.    Approved to propose to the shareholders' meeting to consider and approve the 
allocation of 34,129,924,579 newly issued ordinary shares with a par value of
Baht 0.50 per share, divided into 25,597,443,434 newly issued ordinary shares,
equivalent to 30 percent of the paid-up capital of the Company to the existing
shareholders (Rights Offering) and/or the allocation of 8,532,481,145 newly
issued ordinary shares, equivalent to 10 percent of the paid-up capital of the
Company to the specific investors (Private Placement). Both cases are under
general mandate basis. In any case, the allocation shall not be exceeding
25,597,443,434 shares or up to 30 percent of the paid-up capital of the Company.
7.1.The Company may either entirely or partially allocate the newly issued 
ordinary shares, whether in single or sequential allocation. In this regard, the
offering price for the existing shareholders (Right Offering) will not be lower
than 0.024 baht which is lower than the par value of the Company. Due to the
Company has accumulated losses in the separate financial statements of the
Company ending on June 30, 2021, which was the latest financial statement that
has been reviewed by a certified auditor. In any case the aggregate number of
newly issued ordinary shares to be allocated to the existing shareholders
(Rights Offering) and/or to the specific investors (Private Placement) shall not
to be exceeding 25,597,443,434 shares or 30 percent of the paid-up registered
capital of the Company as at the Board of Directors approval date of the
increase of registered capital under general mandate basis.
The specific investors under Private Placement basis who shall be allocated the 
newly issued ordinary shares under the General Mandate basis must have at least
one of the following qualifications and shall not be the related persons of the
Company as specified in the Notification of the Capital Market Supervisory Board
No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification
of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Connected
Transactions B.E. 2546:
a)    Being institution investors in accordance with the definition prescribed in 
the Notification of the Securities and Exchange Commission No. KorChor. 17/2551
Re: Determination of Definitions in Notifications relating to Issuance and Offer
 for Sale of Securities; or
b)    Being individual investors or juristic persons that have stable financial 
positions and potential to invest as well as have knowledge, skill, experience
or potential that benefit or support the Company's operation.
If there is the allocation of newly issued ordinary shares to the specific 
investors under Private Placement basis, the Company shall disclose the name of
such specific investors before the offering of newly issued ordinary shares.
The subscription price of the newly issued ordinary shares to be allocated to 
the specific investors under Private Placement basis and General Mandate basis
shall not lower than 90 percent of the Market Price and/or not less than THB
0.024.
"Market Price" means the weighted average price of the Company's shares trading 
in the Stock Exchange of Thailand for 7 - 15 consecutive business days prior to
the date for determination of the subscription price. The weighted average price
using in the calculation must be the daily average price of the Company shares.
In this regard, the date for determination of the subscription price shall no
earlier than 3 business day prior to the first subscription date.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    To consider and determine details of the allocation of newly issued ordinary
shares, such as, the subscription price. In term of offering newly issued
ordinary shares in the basis of Right Offering which will not be lower than
0.024 Baht is lower than the par value of the Company because the Company has
accumulated losses and/or offering the shares in the basis of Private Placement,
General Mandate, its price shall not lower than 90 percent of the Market Price
and/or not less than THB 0.024. This offering shall be one time or from
time-to-time, subscription period, share subscription, subscription payment,
other conditions and details in connection with the allocation of such newly
issued ordinary shares;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the mai and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
7.2.    Allocate not over than 42,662,405,722 newly issued ordinary shares for the 
exercise of the right to purchase newly issued ordinary shares under the AQ-W5
Warrants, which will be issued to existing shareholders of the Company at no
cost (zero THB) in proportion to their respective shareholdings at the ratio of
2 existing ordinary shares to 1 unit of warrant (any fractions resulting from
the calculation based on the allocation ratio set forth shall be rounded down),
with a term of up to 3 years from the issuance date, having an exercise ratio of
1 unit of warrant per 1 newly issued ordinary share at an exercise price of THB
 0.028.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    Determining or modifying the terms and other details relating to the 
issuance and allocation of AQ-W5 Warrants, payment methods, exercise dates and
any other relevant terms or conditions. Including the non-allocation of AQ-W5
Warrants to any shareholders if such offerings or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions, the subscription period and payment method, any other terms and
details relating to the foregoing matters ;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
______________________________________________________________________

Issued Convertible Securities

Subject                                  : Issued convertible securities
Date of Board resolution                 : 30-Sep-2021
Type of allocated securities             : Warrants
  Allocate to                            : Existing common shareholders
    Number of allotted warrants (units)  : 42,662,405,722
    Reserved shares for the exercise of  : Common shares
warrants
    Number of additional shares (shares) : 42,662,405,722
    Ratio (Existing shares : Warrant)    : 2 : 1
    Record date for the right to receive : 22-Nov-2021
 warrants
    Ex-rights date                       : 19-Nov-2021
    Offering price (baht per unit)       : 0
    Description of warrants
      Warrant Symbol                     : AQ-W5
      Name of warrant                    : warrants to Purchase newly Issued 
Ordinary Shares of AQ Estate Public Company Limited.
      Exercise ratio (warrant : share)   : 1 : 1
      Exercise price (baht per share)    : 0.028
      Term of warrants (Update)          :
    with a term of Not exceeding 3 years from the issuance date
Remark (Update)                          :
7.2.    Allocate not over than 42,662,405,722 newly issued ordinary shares for the 
exercise of the right to purchase newly issued ordinary shares under the AQ-W5
Warrants, which will be issued to existing shareholders of the Company at no
cost (zero THB) in proportion to their respective shareholdings at the ratio of
2 existing ordinary shares to 1 unit of warrant (any fractions resulting from
the calculation based on the allocation ratio set forth shall be rounded down),
with a term of Not exceeding 3 years from the issuance date, having an exercise
ratio of 1 unit of warrant per 1 newly issued ordinary share at an exercise
price of THB 0.028.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    Determining or modifying the terms and other details relating to the 
issuance and allocation of AQ-W5 Warrants, payment methods, exercise dates and
any other relevant terms or conditions. Including the non-allocation of AQ-W5
Warrants to any shareholders if such offerings or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions, the subscription period and payment method, any other terms and
details relating to the foregoing matters ;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
______________________________________________________________________

Increasing Capital

Subject                                  : Specifying  the purpose of utilizing 
proceeds
Date of Board resolution                 : 30-Sep-2021
Number of additional common shares       : 42,662,405,722
(shares)
Total of additional shares (shares)      : 42,662,405,722
Par value (baht per share)               : 0.50
Type of allocated securities             : Common shares
  Allocated to                           : Reserved shares for the exercise of 
convertible securities
    Number of allotted shares (shares)   : 42,662,405,722
Remark                                   :
7.2.    Allocate not over than 42,662,405,722 newly issued ordinary shares for the 
exercise of the right to purchase newly issued ordinary shares under the AQ-W5
Warrants, which will be issued to existing shareholders of the Company at no
cost (zero THB) in proportion to their respective shareholdings at the ratio of
2 existing ordinary shares to 1 unit of warrant (any fractions resulting from
the calculation based on the allocation ratio set forth shall be rounded down),
with a term of Not exceeding 3 years from the issuance date, having an exercise
ratio of 1 unit of warrant per 1 newly issued ordinary share at an exercise
price of THB 0.028.
In addition, the Board of Directors' meeting approved to propose to the 
shareholders' meeting to consider and assign to the Board of Directors have
authorized to perform any tasks related to the allocation of newly issued
ordinary shares, not limited to the following matters:
(1)    Determining or modifying the terms and other details relating to the 
issuance and allocation of AQ-W5 Warrants, payment methods, exercise dates and
any other relevant terms or conditions. Including the non-allocation of AQ-W5
Warrants to any shareholders if such offerings or allocation will or may result
in the Company being subject to any obligations under the law of other
jurisdictions, the subscription period and payment method, any other terms and
details relating to the foregoing matters ;
(2)    Entering into negotiation, agreement and execution of relevant documents and
agreements, as well as taking any actions in connection with the allocation of
such newly issued ordinary shares; and
(3)    Execution of applications for permission and waiver, and necessary evidence 
in connection with the allocation of such newly issued ordinary shares,
including the arrangement and submission of applications for such permission or
waiver, documents and evidence to the relevant authorities or agencies,
listening of such newly issued ordinary shares on the SET and being empowered to
take any action which is required and appropriate for the allocation of such
newly issued ordinary shares. Detail are appeared in Capital increase form
(F53-4) enclosure 2.
______________________________________________________________________

Acquisition or disposition of assets

Information Memorandum Re the Asset Acquisition of AQ Estate Public Company 
Limited

The meeting of the Board of Directors of AQ Estate Public Company Limited (the 
"Company") No. 6/2564 convened on 30 September 2021 has resolved to approve the
Company's entering into a debt settlement transaction in accordance with the
bill of exchange (BE) of Planet Energy Holding Pte. Ltd. ("PEH"); details of the
BE appear in the enclosure ("BE"). PEH has proposed to use 2,252,716 ordinary
shares of Green Earth Power Thailand Co., Ltd. ("GEP Thailand")(equivalent to 10
percent of the registered capital of GEP Thailand) with a value of THB 533.78
per share, or totaling THB 1,202,454,746.48, to settle the debt under the BE at
the amount of THB 1,202,449,223.38 . This debt amount comprises a principal of
THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent per year of
THB 130,289,212.88.
Entering into the abovementioned BE debt settlement transaction is deemed an 
asset acquisition in accordance with the Notification of the Capital Market
Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material
Transactions Deemed as Acquisition or Disposal of Asset dated 31 August 2008
(as amended) and the Notification of the Board of Governors of the Stock
Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) dated
29 October 2004 (as amended) (the two notifications shall be collectively
referred to as "Notifications on Acquisition or Disposal of Assets"). When
considering the size of the abovementioned transaction using calculations made
according to the different criteria of the Notifications on Acquisition or
Disposal of Assets based on the Company's consolidated financial statements for
the six-month period ended 30 June 2021 reviewed by certified auditors, the
highest transaction value is equivalent to 19.17 percent according to the total
value of consideration criterion and when taking into account other asset
acquisition transactions of the Company and the Company's subsidiaries in the
six months prior to the date the Board of Directors resolved to approve entering
into this asset acquisition, the highest transaction value will be equivalent
to 24.15 percent according to the total value of consideration criterion.
Therefore, this transaction is considered a Class 2 transaction according to
the Notifications on Acquisition or Disposal of Assets where the total value of
the transaction is or is more than 15 percent but less than 50 percent.
Accordingly, the Company is required to provide an Information Memorandum
regarding the transaction to the Stock Exchange of Thailand ("SET") and send a
circular notice to its shareholders within 21 days from the day the Company
discloses the transaction to the SET.
However, entering into the abovementioned transaction is not deemed a connected 
transaction of a listed company according to the Notification of the Capital
Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected
Transactions (as amended) and the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of
Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as
amended)(the two notifications shall be collectively referred to as the
"Notifications on Connected Transactions").

The Company would therefore like to provide the details of the abovementioned 
transaction as follows:
(1)    Date of Transaction
On 30 September 2021The Baord of Directors approved the settlement of debt, 
subject to the satisfaction of the key conditions precedent referred to in 3.1
(2)    The Parties involved and Their Relationship with the Listed Company
Creditor    :    The Company
Debtor    :    PEH
Relationship with the Listed Company    :    PEH is not a person connected to the 
Company according to the Notifications on Connected Transactions.
(3)    General Features of the Transaction, Type and Size of the Transaction
3.1    General Features of the Transaction
The Company is entering into a debt settlement transaction in accordance with 
the bill of exchange (BE) of PEH whereby PEH has proposed to use 2,252,716
ordinary shares of GEP Thailand (equivalent to 10 percent of the registered
capital of GEP Thailand) having a total value of THB 1,202,454,746.48 to settle
the debt under the BE of THB 1,202,449,223.38. This debt amount comprises a
principal of THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent
 per year of THB 130,289,212.88.
The value of THB 533.78 per share is a value within the range of THB 271 - 597 
per share or totaling THB 609,436,080  - 1,344,090,213, which is based on the
price of the GEP Thailand shares appraised on 7 June 2021 by Orion Advisory Co.,
Ltd. After having been transferred the GEP Thailand shares, the Company will
hold 2,252,716 ordinary shares in GEP Thailand or equivalent to 10 percent of
the registered capital of GEP Thailand.
The outstanding debt under the BE as of 30 September 2021 amounts to THB 
1,202,449,223.38 comprising a principal of THB 1,072,160,010.50 and debt
interests at the rate of 6.50 percent per year of THB 130,289,212.88, subject to
 the following key conditions precedent:
1)    PEH shall have been transferred 2,252,716 GEP Thailand shares, such shares 
being fully paid-up shares, from Noble Planet Pte. Ltd. for the settlement of
the debt under the BE; and
2)    The share transfer shall have obtained the consent, waiver, or approval from 
the contractual parties or any third party in accordance with important
documents relating to the entering this transaction.
3.2     Type and Size of the Transaction
When considering the size of the abovementioned transaction using calculations 
made according to the different criteria of the Notifications on Acquisition or
Disposal of Assets based on the Company's consolidated financial statements for
the six-month period ended 30 June 2021 reviewed by certified auditors, the
highest transaction value is equivalent to 19.17 percent according to the total
value of consideration criterion and when taking into account other asset
acquisition transactions of the Company and the Company's subsidiaries in the
six months prior to the date the Board of Directors resolved to approve entering
into this asset acquisition, the highest transaction value will be equivalent
to 24.15 percent according to the total value of consideration criterion.
Therefore, this transaction is considered a Class 2 transaction according to the
 Notifications on Acquisition or Disposal of Assets with the following details:

Transaction Size Calculation Criteria    Calculation Formula
1.    Net Tangible Assets Basis (NTA)    =    (Sum of percentage of shares to be acquired
x Net asset value of the company to be acquired) x 100 / Net asset value of the
 purchasing company
    =    (10% X THB 1,763.54 million1/) / THB 2,693.89 million2/
    =    6.55 percent
2.    Net after-tax profit from the normal course of business operation    =    (Sum of 
percentage of shares to be acquired x Net after-tax profit of the company to be
acquired) x 100 / Net after-tax profit of the purchasing company
    =    The calculation cannot be made as the Company has a loss from operations3/
3.    Total Value of Consideration    =    (Value of ordinary shares to be paid / Net 
asset value of the purchasing company) x 100
    =    (THB 1,202.45 million/ THB 6,274.18 Million) x 100
    =    19.17 percent
4.    Value of securities issued by the listed company in consideration of the 
assets to be acquired    =    No. of shares issued in consideration of the assets x
100 / No. of issued and paid-up shares of the purchasing company
    =    The calculation cannot be made as the Company did not issue shares in 
consideration of the assets to be acquired.
Note:
1/ The NTA of GEP Thailand = total asset of THB 3,634.54 million - intangible 
assets of THB 72.87 million - total debt of THB 1,798.13 million based on the
consolidated financial statements of GEP Thailand for the year ended 31 December
 2020.
2/ The NTA of the Company = total assets of THB 6,274.18 million - intangible 
assets of THB 0.93 million - total debt of THB 3,579.33 million -
non-controlling interests of THB 0.03 million based on the Company's
consolidated financial statement for the six-month period ended 30 June 2021.
3/ Based on the audited financial statements of GEP Thailand for the year ended 
31 December 2020.
4/ Based on the reviewed financial statements of the Company for the six-month 
period ended 30 June 2021.
Accordingly, the Company is required to provide an Information Memorandum 
regarding the transaction to the SET and send a circular notice to its
shareholders within 21 days from the day Company discloses the transaction to
the SET.
(4)    Details of the Acquired Asset
The Company entered into the debt settlement transaction to settle PEH's debt 
under the BE whereby PEH has proposed to use 2,252,716 ordinary shares of GEP
Thailand (equivalent to 10 percent of the registered capital of GEP Thailand).
GEP Thailand has the following general features.
4.1    Name of Company    :    Green Earth Power Thailand Co., Ltd.
4.2    Date of Registration    :    30 April 1985
4.3    Address    :    33/4 The Nine Tower Grand Rama 9, 36th Floor, Huai Khwang 
Subdistrict, Huai Khwang District, Bangkok.
4.4    Registered and paid-up capital     :    The registered capital is THB 
2,252,716,300 and the paid-up capital is THB 1,658,290,058.13
4.5    Number of shares sold     :    22,527,163 shares
4.6    Par value     :    THB 100
4.7    Persons connected to the registered company     :     The Company, GEP Thailand, 
and the shareholders of GEP Thailand are not connected to each other.
Additionally, GEP Thailand and the shareholders of GEP Thailand are not persons
connected to the Company according to the Notifications re Connected
Transactions.
4.8    Number of shares that will be acquired     :    2,252,716  shares
4.9    Post-acquisition shareholding percentage     :    10 percent
4.10     The Business Structure before and after the Transaction
The details of the list of GEP Thailand shareholders as of now are and after the
 transaction will be as follows:
No.    List of Shareholders    Pre-transaction    Post-transaction
        No. of Shares (Shares)    Shareholding Percentage based on Paid-up Capital 
(%)    No. of Shares (Shares)    Shareholding Percentage based on Paid-up Capital (%)
1    Scan Inter Public Company Limited    9,010,866    40    9,010,866    40
2    Noble Planet Pte. Ltd.    6,307,604    28    4,054,888      18
3    ECF Power Co., Ltd.    4,505,433    20    4,505,433    20
4    META Corporation Public Company Limited    2,703,260    12    2,703,260    12
5    AQ Estate Public Company Limited    -    -    2,252,716    10
    Total    22,527,163    100.00    22,527,163    100.00

 4.11     GEP Thailand has 11 directors comprising:
1.    Mr. Thanchart Kijpipit
2.    Mr. Ruettee Kijpipit
3.    Mr. Aung Thiha
4.    Mr. Supasit Pokinjaruras
5.    Mr. Arak Suksawat
6.    Mrs. Salinee Wangtal
7.    Mr. Vichien Usanachoti
8.    Mr. Veerasuk Puengrasamee
9.    Mr. Taluebadee Arunontchai
10.    Mr. Paiboon Arunprasobuk; and
11.    Miss Yaowarote Klinboon
4.12     Nature of Business
GEP Thailand was established on 30 April 1985 as a holding company with the 
principal purpose of investing in companies that are engaged in the business of
renewable energy power plant project development and management. It is the
holder of 100 of the shares sold of GEP (Myanmar) Company Limited ("GEP
Myanmar"), a company incorporated under the laws of Myanmar in 2006. GEP Myanmar
has constructed and developed a solar power plant project with a production
capacity of 220 megawatt ("MW") in Minbu, Myanmar.  It has signed a power
purchase agreement ("PPA") with the Myanmar Electric Power Enterprise (MEPE),
which later changed its name to the Electric Power Generation Enterprise (EPGE)
and is under the Ministry of Ministry of Electricity and Energy of Myanmar
(MOEE). The project comprises four phases. Phase 1 will have a production
capacity of 50 MW and in this phase, the company started to realize income and
commercially distribute electricity from 27 September 2019. Construction under
Phases 2 and 3 commenced in August and October, 2020, respectively.
4.13     Financial Information
The key financial information of GEP Thailand is provided below:
Summary of the Comprehensive Income Statement
Item    Income Statement
    2018    2019    2020
    THB Million    THB Million    THB Million
Revenue from the concession contract under the PPA       1,312.72           835.83       
    318.74
Capital from the concession agreement from the PPA    1,312.72     759.10     71.73
Gross Profit     -                76.73             247.01
Other income    0.09              1.59              0.73
Administrative expenses    40.45     52.32    65.13
Net profit (loss) from currency exchange    (3.72)     (10.76)              2.13
Profit (loss) before cost of capital and income tax    (44.08)    15.24    184.75
Cost of capital     0.32    1.83    2.82
Income tax expense    -    23.41    1.97
Net profit (loss) for the year    (44.40)    (10.00)    179.96
Summary of the Financial Position
Item    Balance Sheet
    2018    2019    2020
    THB Million    %    THB Million    %    THB Million    %
Cash and cash equivalents    1.28    0.07    6.71    0.25    15.17    0.42
Debtors under the concession contract and other debtors 
    210.53    11.23    46.64    1.76    90.01    2.48
Debtors under long-term concession 
contracts    1,556.05    83.02    2,211.16    83.39    2,147.85    59.10
Land, building and equipment    7.74    0.41    5.77    0.22    76.22    2.10
Other assets    98.71    5.27    381.47    14.39    1,305.29    35.91
Total assets    1,874.31    100.00    2,651.74    100.00    3,634.54    100.00
Short-term loans    5.80    0.31    24.80    0.94    197.00    5.42
Creditors for power plant construction expenses and other 
creditors    1,571.42    83.84    2,258.44    85.17    1,565.73    43.08
Other debt    0.47    0.03    23.64    0.89    35.39    0.97
Total debt    1,577.70    84.17    2,306.88    86.99    1,798.13    49.47
Registered capital    155.76    8.31    215.76    8.14    2,252.72    61.98
Paid-up registered capital    155.76    8.31    215.76    8.14    1,658.33    45.63
Premium on common shares    364.62    19.45    364.62    13.75    206.53    5.68
Accumulated profit (loss)    (208.43)    (11.12)    (218.65)    (8.25)    58.17    1.60
Other components of shareholder's 
equity    (5.09)    (0.27)    (16.86)    (0.64)    (86.63)    (2.38)
Total shareholders 'equity    296.61    15.83    344.87    13.01    1,863.40    51.27
Total debt and shareholders' 
equity    1,874.31    100.00    2,651.74    100.00    3,634.54    100.00
Note: For the years 2018 and 2019, the financial statements were audited by KPMG
Phoomchai Audit Co., Ltd., while for 2020, the financial statements were
audited by PricewaterhouseCooper ABAS Ltd.

(5)    Total Value of Consideration, Value of the Asset that will be acquired, the 
Criteria for Determining the Total Value of Consideration and the Condition of
Payment
-    Total Value of Consideration and Value of the Asset that will be acquired
The GEP Thailand shares that will be used to settle the debt have a value of THB
533.78 per share, or totaling THB 1,202,454,746.48. This share value is based
on the price of GEP Thailand shares appraised on 7 June 2021 by Orion Advisory
Co., Ltd. After having been transferred the GEP Thailand shares, the Company
will hold 2,252,716 ordinary shares in GEP Thailand or equivalent to 10 percent
of the registered capital of GEP Thailand. The outstanding debt under the BE as
of 30 September 2021 amounts to THB 1,202,449,223.38 comprising a principal of
THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent per year of
THB 130,289,212.88.
-    Criteria for Determining the Total Value of Consideration
The value of the consideration for the purchase of 2,252,716 GEP Thailand 
shares, or equivalent to 10 percent of the total registered capital of GEP
Thailand, with a value of the shares obtained from an appraisal using the
discounted cash flow (DCF) method in the range of THB 271 - 597 per share, is a
value that has been obtained from negotiations between the Company and the
Seller and/or the person who will settle the debt and is based on the project's
feasibility analysis conducted by the financial advisor, Orion Advisory Co.,
Ltd. as per the following details:
-    Economic internal rate of return (EIRR) = 4.74 -  8.60 percent per year
-    Return on investment period = 12.83 - 15.66  years
The Company who will hold 10 percent of the registered capital of GEP Thailand 
after the transaction, will not have any further obligations to increase its
capital investments for the construction of the solar power plants with a
production capacity of 220 MW in Minbu, Myanmar, as the Company will have
obtained fully-paid GEP Thailand shares from the seller.

-    Condition of the Debt Settlement
The condition of payment in entering into each part of this transaction is in 
accordance with the key conditions precedent that will be specified in the debt
settlement transaction. Please see the details in 3.1 General Features of the
Transaction.
(6)    Expected Benefits to the Company
6.1  It builds up on and expands the Company's renewable energy business from 
its current investment in wind power projects.
6.2  It is an expansion of the Company's investment into a new country in the 
region and the Company sees growth opportunities in the energy sector in
Republic of the Union of Myanmar.
6.3  It facilitates the provision of opportunities to continuously increase 
revenue from an investment with a an appropriate rate of return and diversifies
the risks relating to revenue from the Company's business operations as the
Company's core business is the real estate and hospitality businesses which have
been heavily affected during the Covid-19 pandemic. Investment in an energy
business with steady income will increase the Company's liquidity and financial
potential.
6.4 It will enhance the Company's business operations capabilities in the 
long-term as the power generation and electricity distribution business is a
business with low volatility; the Company will be receiving consideration from
its sales of electricity to the government of the Republic of the Union of
Myanmar under the PPA for a period of 30 years from the day commercial
operations commence in Phase 1. This will strengthen the Company's finance and
its long-term ability to compete in business.
6.5 It will build confidence among investors and make the Company's operations 
more interesting for investors. In operating the business of generating and
distributing electricity, especially as it is an international operation, will
open up opportunities to expand its energy business investment consistently and
more broadly in the future, both domestically and abroad.

(7)    Source of Financing for the Asset Purchase and Details of the Securities 
Issuance
PEH has proposed to use 2,252,716 GEP Thailand ordinary shares (equivalent to 10
percent of the registered capital of GEP Thailand) to settle the debt under the
BE at the amount of THB 1,202,449,223.38. This debt amount comprises a
principal of THB 1,072,160,010.50 and debt interests at the rate of 6.50 percent
per year of THB 125,019,353.14. The value of the GEP Thailand shares that will
be used to settle the debt is THB 533.78 per share, or equivalent to the total
amount of THB 1,202,454,746.48, which is based on the price of GEP Thailand
shares appraised on 7 June 2021 by Orion Advisory Co., Ltd. After having been
transferred the GEP Thailand shares, the Company will hold 2,252,716 ordinary
shares in GEP Thailand, or equivalent to 10 percent of the registered capital of
GEP Thailand. The outstanding debt under the BE as of 30 September 2021 amounts
 to THB 1,202,449,223.38.

(8)    Condition of the Transaction
As the abovementioned transaction is deemed a Class 2 transaction according to 
the Notifications on Asset Acquisition or Disposal, the Company is required to
provide an Information Memorandum regarding the Company's entering into such
transaction to the SET and shall send a circular notice to its shareholders
within 21 days from the day the Company discloses the transaction to the SET.

(9)    Opinion of the Board of Directors regarding the Transaction.
The meeting of the Board of Directors No. 6/2564 convened on 30 September 2021 
resolved to approve entering into the abovementioned transaction as after having
made considerations, the Board of Directors is of the opinion that PEH does not
yet have the capability to settle the debt by making a cash payment. This debt
settlement will therefore help the Company to be repaid from PEH who have owed
the Company for a long period. This will also enhance the Company's business
operations, in the long-term, in the power generation and electricity
distribution business which is subject to low volatility and has steady income.
This will enhance the Company's liquidity and financial potential.  The price of
the GEP Thailand shares that PEH have proposed to use to settle the debt is
valued at THB 533.78 per share. This value is within the range of THB 271 - 597
per share or totaling THB 609,436,080  - 1,344,090,213 which is based on the
price of GEP Thailand shares appraised on 7 June 2021 by Orion Advisory Co.,
Ltd. Therefore, the Company is of the opinion that this a reasonable price range
 for the transaction.
(10)    Opinion of the Audit Committee and/or the Directors of the Company which is
 different from the Opinion of the Board of Directors as specified in (9)
The Board of Directors have unanimously resolved to approve entering into this 
transaction and no member of the Audit Committee nor any director of the Company
have a different opinion from that of the Board of Directors mentioned above.
All members of the Audit Committee and the Board of Directors were present at
this meeting.
The Board of Directors hereby certify that the information contained in this 
Information Memorandum is true, complete, and accurate and is neither misleading
 nor does it omit material information that should be stated.


Please be informed accordingly.

Yours sincerely,


(Mr. Chamnan Wangtal)   (Mr. Michael Alexander William Fernandez)
                    Director                                            Director
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer 
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases.  In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.