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Date/Time
15 Oct 2021 12:38:00
Headline
Clarification of the second quarter of the financial statements 2021 as SET reqired (revised)
Symbol
THL
Source
THL
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Subject (Update)                         : Clarification of the second quarter 
of the financial statements 2021 as SET reqired (revised)
Description (Update)                     :
THL 151-030/9/2021
September 23, 2021

Subject:    Clarification of the second quarter of the financial statements 2021 as
 SET required (revised)    
To:    Managing Director
    The Stock Exchange of Thailand

Tongkah Harbour Public Company Limited would like to clarify the information of 
the financial statements for the second quarter that were reviewed by a
certified public for the Stock Exchange of Thailand. This clarification aims to
inform shareholders through the SET's information dissemination system as
follows:

    1. Andesite stone business
Originally, the Company sold Andesite in retail. In September 2020, the Company 
signed a contract of a chartered sale with a "former counterparty" and receiving
compensation as a minimum of 3 million baht per month. However, according to
Reference 1. and the second quarter of the financial statements 2021 items 5.1
and 11 of the former counterparty, there was total outstanding debt of 13
million baht. As a result, in June 2021, the Company canceled the contract with
the former counterparty to a "recent counterparty" with a minimum payment of 2
million baht per month.
SET requested additional information as follows:
1.1 Explain the change of counterparty and details below
- A crucial reason for changing the counterparty, which resulted in the Company 
receiving a lower minimum compensation
- The summary of the contract,
- Determining the ability to pay for the product
- Policies and measures to prevent the risk of debt default
Statement
The company accepted a lower payment since the required form of the product has 
changed. In the past year, government projects had been delayed, which caused no
orders for prefabricated stone. At the same time, the Company received new
orders of large stones that do not require to be milled or processed with the
monthly minimum quantity is twice as high. This procedure caused the Company to
reduce production and administrative costs, thus the net profit margin in the
Company was higher. As a result, the Company decided to change the form of the
product and its counterparty.
1.2 Progress in receiving payments from the former counterparty
Statement
At present, the products of the formal counterparty are in the Company's area 
and being delivered. Therefore, the Company will be reimbursed in cash after
product transfers by determining a time frame to pay all debts within 2021.
1.3 Opinion of the Board of Directors regarding the policy of setting an 
allowance for doubtful debt and whether the former counterparty has operated in
accordance with the policy
Statement
In such cases, the Company does not have an alternate policy since the products 
of the former counterparty are still in the Company's area with a higher value
than the outstanding debt of 12,000,000 baht

2. Divestment in Cholsin Company Limited
On June 28, 2021, the Board of Directors resolved to approve the sale of 
investment in Cholsin Company Limited (a subsidiary of 88%) to Be Balanced
Company Limited (buyer), worth 154 million baht. The Company will transfer all
ownership of shares to the buyer upon receipt of the first installment of 15
million baht and the second installment of 15 million baht within 7 days from
the date of ownership transfer. The remaining amount of 124 million baht (81% of
the sale value) will be gradually received within July 17, 2023, guaranteed by
a check of 62 million baht (50% of the proceeds to be gradually received within
2023). Details show in Reference 2. SET requested additional information as
follows:
2.1 Opinions and information used by the Board of Directors for consideration 
reasonableness of entering the transaction, including price, payment conditions,
collateral, guidelines and measures to prevent the risk of not being paid under
the specified conditions, including the impact on the company's financial
position and operating results from the divestment.
Statement
In considering the disposal of such investments, Cholasin Company Limited was 
analyzed as follows: 1. Business guidelines 2. Asset management 3. Cash flow of
the Company. Prices and payment terms are reasonable since the Company hedges
the risk by allowing the buyer to place a check for guarantee 40% in advance
after the buyer has paid 20%. (Subsequently, the buyer presented the 40%
guarantee cheque which could be deposited into the account at the expiration of
the payment. On the other hand, if the cheque cannot be deposited, the company
has the right to press criminal prosecution against the buyer.)
2.2 Progress of the payment of Cholsin shares and the transfer of shares to the 
buyer, including a summary of the details of the buyer such as the date of
establishment of the company, business operations, shareholders, Board of
Directors, financial status and operating results 2018 - 2020, relationship with
the Company, major shareholder, and Board of Directors, buyer's business
relationship with the Company
Statement
The Company has completed the process of share transferring to the buyer on 
August 31, 2021 and received the second installment on September 30, 2021. (The
total amount of the money that the Company received equal to 30,836,220 baht)
The details of the buyer are as follows:
    Buyer:            Be Balanced Company Limited
    Business type:         Consulting, surveying, planning, construction supervision
    Date of establishment:     05 Nov 2013
    Structure of Shareholders and Directors
    Registered capital 1,000,000 baht, divided into 10,000 common shares, 100 baht 
each
Shareholders    Number of Shares    %
1.    Mr. Tarin Puitrakul    9,800    98%
2.    Mrs. Tongpairum Puitrakul     100    1%
3.    Mr. Somporm Boonchu    100    1%
Total    10,000    100%
The Board of Directors consists of 1 director as follows:
1. Mr. Tarin Puitrakul
Connection
The buyer does not have such a connection to any of the directors, major 
shareholders, and authorized persons of the Company and/or its subsidiaries
according to the Notification of the Capital Market Board No. TorJor. 21/2551
Re: Rules for Connected Transactions
3. Borrowing and lending and guaranteeing to Clean Planning Company Limited
According to the notes to the financial statements for the second quarter of 
2021, items 3.5, 6, and 16 indicate that the company has provided financial
assistance to Pure Nergy Co., Ltd. (PNG: 100% subsidiary) in the amount of 120
million baht and PNG provided a loan to Clean Planning Company Limited (CP:
Other Company 19%) in the credit line of 120 million baht and 89 Capricorn
Development Company Limited (89CAP: 100% subsidiary), has mortgaged 3 plots of
land in Phuket. No. 3 as collateral with the bank for CP. In addition, 89CAP has
borrowed short-term loans from 3 third parties in the amount of 40 million baht
by mortgage 20 of the company's land plots as collateral. SET requested
additional information as follows:
3.1 Purpose of financial assistance to PNG, source of funds, money usage 
tracking, repayment terms, and effects if the company does not receive
reimbursement
Statement
PNG is a subsidiary company established for the purpose of the energy business. 
Such financial support is intended to serve as working capital and investment in
future projects. On September 8, 2020, the Board of Directors of PNG has passed
a resolution to invest in CP for Community Power Plant Project. After that, the
Company has continuously monitored the use of funds and monitored the
investment progression in various projects.
3.2 Clarify the following topics: 1) The necessity of PNG to lend money to CP 2)
Periods and conditions 3) Interest rate 4) Source of funds 5) Value of
collateral 6) Approver 7) The impact if CP does not pay the loan.
However, the Company should illustrate whether such the transaction is following
the shareholding proportion and connected transaction by specifying the details
of CP such as the date of establishment of the company, business operations,
shareholders, board of directors, financial status, relationship with the
Company, and business relationship with the Company.
Statement
Board of Directors PNG has resolved to invest in CP and provided financial 
assistance to CP with a loan facility of approximately 120 million baht, with an
interest rate of 7.97% per annum, using the Company's working capital. Details
of CP are as follows:
Clean Planning Co., Ltd.
Business type:     Collecting non-hazardous waste, Management and disposal of all 
types of waste and sewage
Date of establishment:     6 May 2015
Registered capital:         210,000,000 baht
Par value:        10 baht
    Registered capital before the capital increase is 60,000,000 baht, divided into
 6,000,000 common shares, 10 baht each.
    Registered capital after the capital increase is 210,000,000 baht, divided into
 21,000,000 common shares, 10 baht each.
Previous Shareholders    Current Shareholders
Shareholders    Number of Shares    %    Shareholders    Number of Shares    %
1.IT Green Pub Co., Ltd.    1,499,999    24.99%    1. BMP Energy Co., 
Ltd.    6,300,000    30.00%
2.Mr. Tanis Suthipan     3,060,000    51.00%    2. Mr. Tanis Suthipan    10,709,997    51.00%
3.Mr. Adisorn Singrudech    1    0.00%    3.Mr. Adisorn Singrudech    3    0.00%
4.Tawan Solar Power Co., Ltd.    1,440,000    24.00%    4. Pure Nergy Co., 
Ltd.    3,990,000    19.00%
Total    6,000,000    100.00%    Total    21,000,000    100.00%
Previous Board of Directors
1. Mr. Tanis Suthipan
2.Mrs. Siripan Kiansupab
3.Mr. Dan Hentrakul    Current Board of Directors
1.Mr. Banteung Wongkusolkit
2.Mr. Weerachet Wongkusolkit
3.Mr. Rathepong Pommak
4.Mrs. Supthaya Saiwandee
Connection
The buyer does not have such a connection to any of the directors, major 
shareholders, and authorized persons of the Company and/or its subsidiaries
according to the Notification of the Capital Market Board No. TorJor. 21/2551
Re: Rules for Connected Transactions
3.3 Reasons, necessity, and objectives of 89CAP borrowing from third parties, 
terms and conditions of the loan, reasonable interest rate (1-year term, 15%
interest rate) value of collateral, approvers, and lenders
Statement
89CAP has borrowed from third parties since 2019 intending to create financial 
liquidity and manage cash flow. In this regard, the Board of Directors of 89CAP
has considered the reasonableness and timeframe for receiving financial
assistance and conditions for granting credit to companies of financial
institutions.
3.4 Opinion of the Board of Directors on the mentioned transaction of the 
Company and its subsidiaries, including information the Board of Directors used
to consider approval to the issue of the subsidiary gave loans to other
companies while another subsidiary borrowed from outsiders.
Statement
Both transactions occurred in different periods. Firstly, 89CAP has borrowed 
money from outsiders since 2019 to circulating cash flow in its business as
Tongkah Harbor Public Company Limited (THL) was unable to apply for a loan from
a financial institution. Secondly, PNG provided financial support to CP was
considered as an investment to generate income in the future. After CP can
generate income from the project, the loan will be paid off.
4. The signing of the Share Transfer Agreement and the Data Purchase
Agreement of the analysis of mineral reserves in the company Laongham Guang Tong
 Mining Co., Ltd.
According to the notes to the financial statements for the second quarter of 
2021, item 10 states that in 2016 the Company entered into a share purchase
agreement with Laongham Guang Tong Mining Co., Ltd. (Laongham operates a copper
mining business) 3 million USD (105 million) or 70% of the total registered
capital. The company has paid for the shares in advance of 2 million USD (70
million baht), and the remaining 1 million USD (35 million baht) will be paid
within 15 days from the date the merchant transfers all ownership of the shares
and deliver documents related to the transfer of shares to the company.
Moreover, the company paid for the analysis of mineral reserves (data fees) of
50 million baht, causing the company to have advance payments to buy Laongham
shares, and the expenses for the above information totaled 120 million baht. And
at present, the company still records such transactions as advance payments and
 data expenses as before.
    Subsequently, on January 15, 2021, the Company entered into Share Transfer 
Agreement and the Data Purchase Agreement on the analysis of Laongham mineral
reserves totaling 120 million baht with a company in Laos. On March 27, 2021,
the company received a partial payment of 6 million baht.
SET requested the company to clarify additional information as follows:
4.1 Laongham Share Transfer Agreement and the Data Purchase Agreement
4.1.1     Reasons, necessity, and benefits that the Company will receive from the 
Laongham Share Transfer Agreement and the Data Purchase Agreement, opinions and
information used by the Board of Directors for consideration, including
reasonableness in paying for Laongham shares 67% of the total purchase value but
 have not yet acquired such shares
Statement
The Company has sent a team of company specialists together with outsourced 
experts to assess the potential of the ore on the site, found that the mine has
value and investment potential. Therefore, the Company decided to buy the
shares.
As for the payment for the shares, 67% of the trading value has not yet been 
transferred, it is a commercial condition and is following the laws of Laos
related to the request for a concession certificate for mineral production.
4.1.2 Details of the Share Transfer Agreement and the Data Purchase Agreement, 
company's source of funds, time of payment and acceptance of transfers of shares
and information, essential conditions and prohibition on the sale of shares or
transfer of rights of claim to others (if any), and whether the company received
 the mineral reserve analysis data in the past.
Statement
Share Transfer Agreement has a contract value of $3 million. An initial payment 
of $2 million is required which is following the conditions for applying for a
concession certificate
The Company's mineral reserve report comes from the fact that the Company has 
sent a team of its specialists together with outsourced experts to the site to
assess the potential. The Company had obtained survey results before entering
into the share purchase agreement and payment.
4.2 Share Transfer Claim Agreement and Data Purchase Agreements in Laongham
4.2.1 Reasons for the necessity of the company to sell or transfer shares and 
information purchase agreements in Laongham, approval to enter the transaction,
opinions and information used by the Board of Directors for consideration, the
impact that the company will receive from such transactions including the impact
 on the financial position and operating results.
Statement
The transfer of claims on shares and sale of project information occurred 
because, firstly, the Company has invested in such mines for a long time.
Secondly, the Company needs to maintain its liquidity. Lastly, there has been a
political change in Laos. These may affect the issuance of concession
certificates for mineral production. However, the Company continues to monitor
the issuance of the mining concession certificate. If such mines have received
the concession certificate, the Company may consider re-investing.
4.2.2 Details of the Share Transfer Claim Agreement and Data Purchase Agreement,
such as the purchaser, the selling value, the terms of payment and the transfer
of ownership, collateral (if any), criteria used in determining the value of
consideration, and monitor whether the transfer of claims and the contract for
the sale of such information is a violation of the conditions agreed with the
seller under Clause 4.1.2
Statement
The Company has agreed to transfer rights of shares and information sale 
agreement to a legal entity in Laos with a sale value of 120.20 million baht.
The payment is made in installments and the Company will divide the delivery of
information into sections based on payment. Once the payment has been made in
full, the Company will transfer the name of the right holder following Clause
4.1.2. Payments are divided into installments as follows:
Share Transfer Agreement    Data Purchase Agreement
1     5 million baht    31 January 2021    1    5 million baht    Within 15 days after sign the
 contract
2    10 million baht    16 February 2021    2    10 million baht    Within 15 days after 
delivering elementary document
3    10 million baht    3 March 2021    3    10 million baht    Within 45 days after delivering
 the elementary document
4    15 million baht    18 March 2021    4    10 million baht    Within 15 days after 
delivering completed document
5    30 million baht    2 April 2021    5    15.2 million baht    Within 45 days after 
delivering the completed document
Due to the COVID-19 epidemic, a letter was sent by the buyer to request the 
delayed payment until the epidemic situation subsides. At present, the buyer has
paid the 3rd installment under the Share Transfer Agreement and the 2nd
installment under the Data Purchase Agreements. However, the Company has
continuously monitored payments and has the policy to impose penalties in the
event that the buyer fails to comply with the contract.
5. Order to revoke the debt payment from Tungkum Company Limited, amounting to 
120 million baht
        According to the notes to the second quarter of financial statements of 2021, 
item 27.6 states that as of June 30, 2021, the official receiver in the of
Tungkum Company Limited (former subsidiary) filed a request for the court to
order the revocation of the loan repayment to the Company's 3 subsidiaries,
namely Skycliff Co., Ltd. (SCL), 89 Capricorn Co. (89CAP), Ltd. and Sea Minerals
Co., Ltd. (SML) during bankruptcy proceedings amounting to 120 million baht.
The court has ordered the revocation and the subsidiaries are currently filing
an appeal.
        As the above legal dispute is a piece of significant dispute information with 
the size of the list 9% of the Company's equity, the Company must disclose
immediately when there is an incident according to the regulations of SET
referred to 4. Therefore, the Company is requested to comply with the
regulations of the Stock Exchange of Thailand by disclosing the following
information:
5.1 The provenance and essence summary of the preceding lawsuit by describing 
each company, such as the date of incurring debt between each other, details of
inter-company debts, etc.
Statement
1. SML revocation of payment case:
Tungkum Company Limited (a lender) provided financial support to SML (a 
borrower). Subsequently, the official receiver of Tungkum Company Limited sent a
letter dated 27 April 2020 requiring the Company to repay the said debt. The
SML did not pay the debt or reject the said debt within the period under Section
119 of the Central Bankruptcy Act, B.E. 1895 since SML did not have a director
authorized to sign the Company's documents for submission and appoint a
defendant in such case.
2. SCL revocation of payment case:
This case originated from borrowing money between two subsidiaries of Tongkah 
Harbour Public Company Limited, which are Tungkum Company Limited (borrower) and
SCL (lender). The loan was for the operation of Tungkum Company Limited, which
occurred during the year 2014. Subsequently, Tungkum Company Limited returned
1st payment to SCL by repaying principal and interest on February 26, 2016, and
2nd payment by paying interest on March 25, 2016. In this case, the creditor who
filed for bankruptcy of Tung Kham Company Limited requested that the official
receiver of Tung Kham Company Limited file a request for the revocation of such
payment on July 1, 2020.
3. 89CAP revocation of payment case:
This case was caused by financial support between Tungkum Company Limited and 
89CAP from June 2015 to March 2016. Tungkum Company Limited returned the first
payment to 89CAP by repaying principal and interest on February 26, 2016 and
returned the second payment with the remaining principal and interest on March
25, 2016. In this case, the official receiver of Tungkum Company Limited filed a
 request for the revocation of the said payment on July 1, 2020.
5.2 Progress of the lawsuit, opinion of the Board of Directors on the 
possibility of a refund, setting up an estimation of debts to be paid and the
impact on the company's financial position and operating results in the case of
the Supreme Court's order to revoke the debt repayment
Statement
1. The case demanded that SML repay the loan to Tungkum Company Limited:
  The lawsuit originated from an intercompany loan between subsidiaries of THL 
which has not been yet repaid. At present, the receiver has filed a request for
a warrant. and the court has issued the order and delivered it to the Company.
The Company received a warrant to pay the debt amount of 1,394,771.04 baht, plus
interest at the rate of 7.5% per annum, starting from May 15, 2020 (the due
date of the debt refusal period) onwards until the payment is completed.
Formerly, SML had four foreign directors and two Thai directors, subsequently, 1
Thai director resigned. Therefore, signing is not possible since two directors
are required for signing to be binding on the Company. However, coordination
with foreign directors cannot be carried out as they reside abroad. The change
of directors was also not able to perform since the former executive had sold
the common shares of SML to the public auction and a legal entity is now own.
Litigation: A legal entity that purchased ordinary shares that THL holds in SML 
has been revoked by the Registrar of Partnerships and Companies. Therefore, it
does not have a status as a legal entity, and the Company cannot proceed with
the court.
2. SCL and 89CAP are currently in the process of appealing to the Court of 
Appeal for Specialized Cases. If the Court of Appeal for Specialized Cases has a
judgment following the Bankruptcy Court, then the Company has the legal right
to file a petition. In the end, if the Supreme Court decides according to the
bankruptcy court, which means SCL and 89CAP will revert to being a creditor of
Tungkum Co., Ltd. The company can apply for debt repayment to the official
receiver of the Bankruptcy Division of Tungkum Company Limited to request for
repayment in this section. The damage incurred has no effect.

Please be informed accordingly

Yours sincerely,

- Somchai Kaisuttiwong -

Somchai Kaisuttiwong
Company Secretary
Tongkah Harbour Public Company Limited


                         Signature ___________________________
                                    ( Mr.Somchai Kaisuttiwong )
                                    Company Secretary
                         Authorized to sign on behalf of the company

______________________________________________________________________
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