J S P Property : Notification of the Investment in the Joint Venture Company with Hankyu Hanshin Properties Corp.

(Translation)

No. SENAJ 016/ 2022

August 19, 2022

Subject : Notification of the Investment in the Joint Venture Company with Hankyu Hanshin Properties Corp.

To :President, The Stock Exchange of Thailand

Regarding to the Executive Committee Meeting No. 26/2022 of SENA J Property Public Company Limited ("the Company") held on date August 19,2022, had the resolution to approved the entering into the Joint Venture Agreement and signed a Share Subscription Agreement with Hankyu Hanshin Properties Corp. ("Hankyu") which is not the related person of the Company, for the joint investment in the property development business. The joint venture company in the following (1) Sena J Property 1 Company Limited ("SENA J Property 1") and (2) Sena J Property 4 Company Limited ("SENA J Property 4") in the investment ratio of 51:49. The details of the joint investment is as follows:

1. The joint venture is in the process of SENA J Property1 as follows:

1. SENA J Property 1 will increase its registered capital in the number of Baht 249,000,000 from Baht 1,000,000 to Baht 250,000,000 by issuing new 2,490,000 ordinary shares with a par value of Baht 100 each; and
2. The Company will subscribe 1,265,001 shares or equivalent to 51% of the total newly issued shares at Baht 100 per share, or equal to Baht 126,500,100.
3. The Company will waive its right to subscribe 1,224,999 newly issued shares or equivalent to 49% at the par value of Baht 100 per share or equal to Baht 122,499,900 in order to allow Hankyu to subscribe those unsubscribed shares of 1,224,999 new shares from SENA J Property 1 (Hankyu has the right to subscribe for 249 shares and 249 shares waived by other shareholders). After the capital increase, Hankyu will hold 1,225,000 shares or equal to 49% of the total shares of SENA J Property 1.

The Company's shareholding ratio in SENA J Property 1 following the capital increase and waiver of right by the Company will reduce from 100 per cent to 51 percent. Details of which are as follows:

(Translation)

				Before the joint venture	After the joint venture
Name	of	the	:	SENA J Property 1 Co., Ltd.	SENA J Property 1 Co., Ltd.
Company
Registered	Capital	:	The initial registered capital is Baht	The registered capital shall be Baht
and Shares			1,000,000, divided into 10,000	250,000,000, divided into 2,500,000 ordinary
				ordinary shares with a par value of	shares with a par value of Baht 100 each.
				Baht 100 each.
Shareholding	:	The Company: holds 100% shares	The Company:	holds 51%
Structure					Hankyu:	holds 49%
					Ms. Kessara Thanyalakpark holds 0.00%
Board of Directors	:	1. Mr. Theerawat Thanyalakpark	1. Ms. Kessara Thanyalakpark
				2. Ms. Benyalak Thanyalakpark	2. Ms. Sivanan Thanyalakpark
				3. Ms. Kessara Thanyalakpark	3. Mr. Mitsuhiro Nakazawa
				4. Ms. Umaporn Thayalakpark	4. Mr. Masaya Okano

2. The joint venture is in the process of SENA J Property 4as follows:

1. SENA J Property 4 will increase its registered capital in the number of Baht 149,000,000 from Baht 1,000,000 to Baht 150,000,000 by issuing new 1,490,000 ordinary shares with a par value of Baht 100 each; and
2. The Company will subscribe 755,001 shares or equivalent to 51% of the total newly issued shares at Baht 100 per share, or equal to Baht 75,500,100.
3. The Company will waive its right to subscribe 734,999 newly issued shares or equivalent to 49% at the par value of Baht 100 per share or equal to Baht 73,499,900 in order to allow Hankyu to subscribe those unsubscribed shares of 734,999 new shares from SENA J Property 4 (Hankyu has the right to subscribe for 149 shares and 149 shares waived by other shareholders). After the capital increase, Hankyu will hold 735,000 shares or equal to 49% of the total shares of SENA J Property 4.

The Company's shareholding ratio in SENA J Property 4 following the capital increase and waiver of right by the Company will reduce from 100 per cent to 51 percent. Details of which are as follows:

(Translation)

				Before the joint venture	After the joint venture
Name	of	the	:	SENA J Property 4 Co., Ltd.	SENA J Property 4 Co., Ltd.
Company
Registered	Capital	:	The initial registered capital is Baht	The registered capital shall be Baht
and Shares			1,000,000, divided into 10,000	150,000,000, divided into 1,500,000 ordinary
				ordinary shares with a par value of	shares with a par value of Baht 100 each.
				Baht 100 each.
Shareholding	:	The Company: holds 100% shares	The Company:	holds 51%
Structure					Hankyu:	holds 49%
					Ms. Kessara Thanyalakpark holds 0.00%
Board of Directors	:	1. Mr. Theerawat Thanyalakpark	1. Ms. Kessara Thanyalakpark
				2. Ms. Benyalak Thanyalakpark	2. Ms. Sivanan Thanyalakpark
				3. Ms. Kessara Thanyalakpark	3. Mr. Mitsuhiro Nakazawa
				4. Ms. Umaporn Thayalakpark	4. Mr. Masaya Okano

Board of Directors' opinions

The Investment in these 2 companies are transaction to dispose of assets of the Company. The size of the transaction is less than 1 5 % and is the approval authority of the Executive Committee has a resolution approving the investment and it is reasonable to enter the transaction to use as working capital for the development of real estate projects.

In addition, the subscription of the newly issued shares of 2companies are not considered to be an acquisition of assets of the Company. According to the Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets (as amended) and Notification of the Board of Governors Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (as amended). Because it is a capital increase in a subsidiary which the objective is to use the capital increase to develop real estate projects for sale.

However, the waiver of subscription in 2 companies are considered as a disposal as specified in Acquisition and Disposal Notification. The size of the above transactions is of the highest value base on based on the value of net tangible assets equal to 3.24% according to the total value of the consideration criteria, referred from consolidated financial statement of the Company and subsidiaries as of June 30, 2022. When considering the disposition of assets of the Company in the past 6 months will have a total disposition transaction size equal to 3.90 (The maximum transaction size under the Total value of net tangible assets (NTA)) Thus, the transaction is not the disposal of assets subject to disclose information and comply with rules and regulations under the Acquisition or Disposal Notification.

(Translation)

The Disposition of Assets during the past 6 months of the Company as follows:

Case

Size of associated

Size of associated

Board Meeting /

The transaction the company and sub

case according to

case according to

value

The Executive

No

company implemented with the associated

the total value of

the total value of

(Million

Committee

company

the consideration

net tangible assets

Baht)

Meeting Date

criteria (%)

(NTA) criteria

1. The Disposal of Assets and Cessation of	1.00	0.02	3.90	June 16, 2022
Subsidiary (of SENA management Service
Company Limited)
2. The waiver of subscription in SENA J Property	195.98	3.24	N/A	August 19, 2022
1 and SENA J Property 4
Total	196.98	3.26	3.90

The list above are not included in the connected transaction. In accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/ 2551 Re: Rules for Connected Transactions, dated August 31, 2008 (and 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, dated November 19, 2003 ( as amended) . Since Hankyu is not a connected person of the Company.

Please be informed accordingly.

Sincerely yours,

- Miss Athika Boonradchoo -

Chief Financial Officer