Aqua Public : Acquisition of the ordinary shares in Thai Parcels Public Company Limited

AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

[Translation]

Ref No. AQUA-115/SET-020/22

		1 July 2022
Subject: Acquisition of the ordinary shares in Thai Parcels Public Company Limited
To:	The President
	The Stock Exchange of Thailand
Enclosure:	Information Memorandum on the Acquisition of Assets by Aqua Corporation Public Company Limited

Aqua Corporation Public Company Limited (the "Company") would like to disclose key resolutions passed by the Board of Directors' Meeting No. 6/2022 held on 30 June 2022 at 2.00 p.m. where a resolution was passed to approve the acquisition of 140,070,200 ordinary shares or 34.67 percent of the total issued shares in Thai Parcels Public Company Limited ("TP"), a public limited company incorporated in Thailand engaging in the delivery business and offering parcel delivery services in Thailand to both the business sector and individuals via business to business (B2B), business to consumer (B2C), and consumer to consumer (C2C) models, as well as providing cash on delivery services, from Equity Gateways Limited, at the purchase price of THB 1.53 per share or equivalent to THB 214,307,406 in total.

The proposed transaction does not constitute a connected transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transaction 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 Transaction B.E. 2546 (as amended) (the "Connected Transaction Notifications"), but constitutes an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets 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 and Disposition of Asset B.E. 2547 (as amended) (the "Acquisition or Disposition Notifications"). The transaction size of such transaction calculated based on the reviewed financial statements of the Company for the three months ended 31 March 2022, and the net profit from operating results criterion, which gives the highest transaction value, is equivalent to 7.41 percent. However, the Company has also had three other assets acquisition transactions within the past six months prior to the date on which the Board Directors resolved to approve such transaction as follows:

1. The acquisition of the ordinary shares in Plan B Media Public Company Limited where the transaction size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the nine months ended 30 September 2021 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 7.15 percent;

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AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

1. The acquisition of the ordinary shares in Peer for All Company Limited where the transaction size of such transaction calculated based on the audited consolidated financial statements of the Company for the year ended 31 December 2021 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 0.003 percent; and
2. The acquisition of the ordinary shares in Nestifly Company Limited where the transaction size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the three months ended 31 March 2022 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 7.49 percent.

In this regard, the aggregate transaction size of this transaction and such three other assets acquisition transactions calculated based on the total value of consideration criterion, which gives the highest transaction value, is equivalent to 17.32 percent, this transaction is, therefore, deemed a class 2 transaction under the Acquisition or Disposition Notifications, i.e. a transaction whose transaction size is equal to or more than 15 percent, but less than 50 percent, where the Company is required to disclose information on the transaction to the Stock Exchange of Thailand ( the "SET") and send a circular to the shareholders within 21 days from the date of information disclosure to the SET.

Details on the said transaction are as shown in the Enclosure.

Please be informed accordingly.

Yours sincerely,

(Mr. Chaipipat Kaewtrirat and Mrs. Warangkana Kalayanapradit)

Authorized Directors

Company Secretary

Mrs. Orathai Nateruang

Tel. [phone]

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[Translation]

INFORMATION MEMORANDUM ON THE ACQUISITION OF ASSETS

BY AQUA CORPORATION PUBLIC COMPANY LIMITED

The Board of Directors' Meeting No. 6/2022 of Aqua Corporation Public Company Limited (the "Company") held on 30 June 2022 resolved to approve the acquisition of 140,070,200 ordinary shares or

34.67 percent of the total issued shares in Thai Parcels Public Company Limited ("TP"), a public limited company incorporated in Thailand engaging in the delivery business and offering parcel delivery services in Thailand to both the business sector and individuals via business to business (B2B), business to consumer (B2C), and consumer to consumer (C2C) models, as well as providing cash on delivery services, from Equity Gateways Limited (the "Seller"), at the purchase price of THB 1.53 per share or equivalent to THB 214,307,406 in total (the "Share Purchase Price").

The proposed transaction does not constitute a connected transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transaction 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 Transaction B.E. 2546 (as amended) (the "Connected Transaction Notifications"), but constitutes an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets 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 and Disposition of Asset B.E. 2547 (as amended) (the "Acquisition or Disposition Notifications"). The transaction size of such transaction calculated based on the reviewed financial statements of the Company for the three months ended 31 March 2022, and the net profit from operating results criterion, which gives the highest transaction value, is equivalent to 7.41 percent. However, the Company has also had three other assets acquisition transactions within the past six months prior to the date on which the Board Directors resolved to approve such transaction as follows:

1. The acquisition of the ordinary shares in Plan B Media Public Company Limited where the transaction size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the nine months ended 30 September 2021 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 7.15 percent;
2. The acquisition of the ordinary shares in Peer for All Company Limited where the transaction size of such transaction calculated based on the audited consolidated financial statements of the Company for the year ended 31 December 2021 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 0.003 percent; and

3. The acquisition of the ordinary shares in Nestifly Company Limited where the transaction size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the three months ended 31 March 2022 and the total value of consideration criterion, which gives the highest transaction value, is equivalent to 7.49 percent.

In this regard, the aggregate transaction size of this transaction and such three other assets acquisition transactions calculated based on the total value of consideration criterion, which gives the highest transaction value, is equivalent to 17.32 percent, this transaction is, therefore, deemed a class 2 transaction under the Acquisition or Disposition Notifications, i.e. a transaction whose transaction size is equal to or more than 15 percent, but less than 50 percent, where the Company is required to disclose information on the transaction to the Stock Exchange of Thailand ( the "SET") and send a circular to the shareholders within 21 days from the date of information disclosure to the SET.

The Company would like to disclose information on the said transaction to the SET in accordance with the Acquisition or Disposition Notifications as follows:

1. Information Disclosed per List 1

1.1 Transaction Date

After the meeting of the Board of Directors has approved entry into the transaction, the Company will execute a share purchase agreement (the "SPA") with the Seller within July 2022. The completion of the transaction is expected to take place within July 2022 after all the conditions precedent under the SPA are fulfilled or waived by the relevant parties and the completion obligations under the SPA have been undertaken (the "Completion Date").

1.2 Contractual Parties and Relationship with the Company

Purchaser	: Aqua Corporation Public Company Limited
Seller	: Equity Gateways Limited
Relationship with the Company	: The Seller, its connected persons, and ultimate shareholders
	(i.e. Mr. Chalermchai Chinavicharana, who holds 100 percent
	shares in the Seller) do not have any relationship with the
	Company and are not the Company's connected persons.

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1.3 General Characteristics and Transaction Size

1.3.1 General Characteristics

The Company will purchase 140,070,200 ordinary shares or 34.67 percent of the total shares in TP from the Seller. Key terms and conditions of the drafted SPA are set out below.

	Key Conditions Precedent	:	1)	There must be no event having or capable of having a
				material adverse change on the business operations or
				financial condition of TP.
			2)	There is no law or governmental action forbidding the
				sale and purchase or the shares.
			3)	The Seller must have obtained approval from its board of
				directors to enter into the transaction.
1.3.2	Transaction Size

According to the draft SPA, the Company and the Seller have agreed to fix the Share Purchase Price at THB 1.53 per share or equivalent to THB 214,307,406 in total and the Company has agreed to pay all of the Share Purchase Price to the Seller on the Completion Date. In this regard, the Company has placed THB 42,861,481.20 in cash to the Seller as collateral for the performance of the obligations under the Memorandum of Understanding to Purchase the Ordinary Shares in TP dated 9 June 2022 (the "MOU") and the SPA, where the Seller will return the collateral to the Company if the transaction is completed or in the case where the conditions precedent of the Seller under the SPA are not fulfilled due to the Seller's acts or omissions and the Seller has not received a waiver from the Company within the Completion Date or the date that the parties may mutually agree.

The Company has calculated the transaction size of the transaction under the Acquisition or Disposition Notifications based on the reviewed financial statements of the Company for the three months ended

31 March 2022, the details of which are as follows:

Calculation Criterion		Calculation Method
1. The net tangible asset (NTA) value	=	(NTA of the investments in TP × proportion acquired) × 100 /
criterion		NTA of the Company
	= (THB 414,452,000 × 34.67%) × 100 / THB 5,044,194,393.39
	=	2.85 percent

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