Aqua Public : Change of executive position and investment in peer-to-peer lending business by a subsidiary (Amendment)

AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

[Translation]

Ref No. AQUA-108/SET-018/22

10 June 2022

Subject: Change of executive position and investment in peer-to-peer lending business by a subsidiary (Amendment)

To:	The President
	The Stock Exchange of Thailand

Aqua Corporation Public Company Limited (the "Company") would like to disclose key resolutions passed by the Board of Directors' Meeting No. 5/2022 held on 9 June 2022 at 2.00 p.m. as follows:

1. A resolution was passed to change the executive position of Mr. Shine Bunnag from Acting President to Acting Chairman of the Executive Committee with effect from 9 June 2022.
2. A resolution was passed to approve the investment in the peer-to-peer lending business by having Peer
   For All Company Limited ("PFA"), the Company's subsidiary in which the Company holds 30,000 ordinary shares or equivalent to 60 percent of the total number of shares in PFA, purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly Company Limited ("Nestifly") at a total purchase price of THB 500 million from First P2P Company Limited and the shareholders of Nestifly (collectively, the "Sellers") where the details of the investment are as follows:
3. • Background of the transaction
     1. In preparation for the joint investment in the peer-to-peer lending business via online platform, the Executive Committee's Meeting No. 3/2022 held on 8 April 2022 passed a resolution to approve the purchase of 30,000 ordinary shares or equivalent to 60 percent of the total number of shares in PFA from News Network Corporation Public Company Limited ("NEWS"), which is not the Company's connected person, where the total value of consideration that the Company must pay to NEWS was THB 300,000 in accordance with the par value of the shares sold. In this regard, NEWS still remains as a shareholder holding 20,000 ordinary shares or equivalent to 40 percent of total number of shares in PFA. Key information on PFA is as follows:

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AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

Name	Peer For All Company Limited
Date of incorporation	18 March 2022
Registration number	0105565049767
Type of business	Engaging in the financial technology business and holding shares in other companies
Registered address	No. 333 Lao Peng Nguan 1 Tower, 27th Floor, Zone A, Soi Choeiphuang, Vibhavadi-Rangsit
	Road, Chomphon, Chatuchak Bangkok 10900
Registered capital	THB 500,000divided into 50,000ordinary shares with a par value of THB 10per share/1
Paid-up capital	THB 500,000/1

Remark/1 The Board of Directors' Meeting No. 5/2022 of held on 9 June 2022 resolved to approve the increase in the registered capital of THB 599.50 million of PFA where PFA will make an initial capital call of THB 549.50 million within June 2022 and will gradually make additional capital calls in the future until the rest of the capital is fully paid. In this regard, the Company will subscribe for up to 35,970,000 newly issued ordinary shares in PFA and will make the share subscription payment in proportion to its shareholding of up to THB 360 million to PFA (including the share price of THB 300,000 paid by the Company to NEWS in accordance with the par value of the shares sold on the share acquisition date) so that PFA may further use such proceeds to purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly, which engages in the peer-to-peer lending business via online platform.

Board of Directors

	Pre-capital increase in PFA		Post- capital increase in PFA
1. Mr. Kritsada Pruitipat/1					1. Mr. Kritsada Pruitipat /1
2. Mrs. Warangkana Kalayanapradit/2		2. Mrs. Warangkana Kalayanapradit /2
3. Mr. Chaipipat Kaewtrirat/2					3. Mr. Chaipipat Kaewtrirat/2
Remark	/1 The director was nominated by NEWS.
	/2 The directors were nominated by the Company.
Shareholders
	Name			Pre- capital increase in PFA			Post- capital increase in PFA
			No. of shares			Percent			No. of shares			Percent
1. AQUA	29,998		60.00		35,999,998			60.00
2.The Company	19,999		40.00		23,999,999			40.00
3. Mr. Kritsada Pruitipat/1	1		0		1			0
4. Mrs. Warangkana Kalayanapradit/2	1		0		1			0
5.Mr. Chaipipat Kaewtrirat/2	1		0		1			0
Total			50,000		100.00		60,000,000			100.00
Remark	/1 The said individual is a director of NEWS and is holding the share in PFA on behalf of NEWS.
	/2 The said individuals are directors of the Company and are holding shares in PFA on behalf of the Company.

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AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

• 1. The Executive Committee's Meeting No. 5/2022 held on 3 May 2022 passed a resolution to approve the placement of a deposit by PFA, the Company's subsidiary in which the Company holds 30,000 ordinary shares or equivalent to 60 percent of the total number of shares in PFA, in order to enter into a memorandum of understanding to purchase the ordinary shares in Nestifly with the Sellers. Pursuant to the memorandum of understanding to purchase the ordinary shares in Nestifly that PFA entered into with the Sellers, it was agreed that, on the date of entry into the memorandum, PFA must place a deposit of THB 150 million with the Sellers. The deposit payment was divided in proportion to the shareholdings in PFA whereby the Company placed a deposit of THB 90 million and NEWS placed a deposit of THB 60 million. (The approval for the placement of such deposit and entry into the memorandum of understanding to purchase the ordinary shares in Nestifly with the Sellers was carried out in line with the scope of authority of the Executive Committee of the Company where the Sellers will be required to refund the said deposit in full in certain cases, e.g. the Sellers fail to materially comply with the memorandum of understanding and/or the results of the due diligence of Nestifly is not satisfactory to PFA.)
  2. After the placement of the deposit and the due diligence of Nestifly and the results of the due diligence is satisfactory, PFA will use the proceeds from the subscription of its newly issued ordinary shares by the Company and NEWS to pay the share purchase price in the amount of THB 350 million. It is expected that the due diligence of Nestifly will be completed within June 2022.
     In purchasing the shares in Nestifly, PFA has agreed to be responsible for paying half of the taxes borne by the Sellers in the amount of approximately THB 26,000,000 as a result of the negotiations between the parties whereby PFA will pay such taxes to the Sellers on the date on which the entire business transfer is completed.
• Contractual parties and their relationship with the listed company

The Sellers	: First P2P Company Limited and the shareholders of Nestifly, comprising
	Mr. Paphon Mangkhalathanakun and Mr. Koblarp Thaithan./1
The Purchaser	: PFA, where the shareholdings in PFA are as follows:
	The Company holding 29,998 shares, or equivalent to 59.9960 percent;
	NEWS holding 19,999 shares, or equivalent to 39.9980 percent; and
	Minority shareholders holding 3 shares, or equivalent to 0.0060 percent.

AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

Relationship among the	: The Sellers are not the Company's connected persons according to the
contractual parties	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 Transactions B.E. 2546 (as amended) (the "Connected
	Transaction Notifications").

Remark/1 The shareholders of First P2P Company Limited comprised (1) Mr. Paphon Mangklatanakul holding 27.24 percent shares,

1. Mr. Korblarp Thaithan holding 27.24 percent shares, (3) Perpetual Innovation Co., Ltd. holding 25.00 percent shares,

1. Mr. Suthat Rongrong holding 7.87 percent shares, (5) Mr. Thanat Busayapoka holding 5.06 percent shares, (6) Mr. Thaksa Busayapoka holding 5.06 percent shares, (7) Mr. Suphakrit Pitidhammabhorn holding 1.39 percent shares, and (8) Mr. Wiroj Prasitworanan holding 1.12 percent shares, and the shareholders of Perpetual Innovation Co., Ltd. comprised (1) Mr. Paphon Mangklatanakul holding 36.33 percent shares, (2) Mr. Korblarp Thaithan holding 36.33 percent shares, (3) Mr. Suthat Rongrong holding 10.50 percent shares, (4) Mr. Thanat Busayapoka holding 6.75 percent shares, (5) Mr. Thaksa Busayapoka holding 6.75 percent shares, (6) Mr. Suphakrit Pitidhammabhorn holding 1.85 percent shares, and (7) Mr. Wiroj Prasitworanan holding 1.50 percent shares.

• General characteristics of the transaction and type and size of the transaction

PFA, the Company's subsidiary in which the Company holds 60 percent of the registered capital, will purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly from the Sellers at the total purchase price of THB 500 million where such purchase price is derived from the negotiations between the parties and the Board of Directors viewed that the value of assets that PFA may acquire from the purchase of the ordinary shares in Nestifly, which has been appraised in accordance with the discounted dash flow approach, was appropriate and in line with the total value of consideration that PFA will pay to the Sellers. The Company will use its own internal cash flows from the disposal of ordinary shares in the subsidiaries operating the out of home media business to make payments in proportion to its shareholdings in Nestifly in the total amount of THB 360 million, comprising (1) the price of shares in Nestifly of THB 300 million, which PFA will pay to the Sellers; (2) the Sellers' taxes for which PFA must be responsible of THB 15.6 million, which PFA will pay to the Sellers (PFA may use the funds received from its shareholders upon its incorporation to make payments to the Sellers under item (1) or item (2)); and (3) funds for future investment and/or capital expenditure of THB 44.4 million, which the Company will pay to PFA for its future investment and/or capital expenditure, the details of which are as follows:

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AQUA CORPORATION

บริษัทอควา คอร์เปอเรชั่น จำกัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

The Purchaser	:	PFA
The Sellers	: First P2P Company Limited and the shareholders of Nestifly
Assets under the transaction	: 117,645 ordinary shares or equivalent to 99.99 percent of the total
		number of shares in Nestifly.
		Nestifly engages in the peer-to-peer lending business via online
		platform. At present, Nestifly has already obtained the peer-to-peer
		lending business licence.
Key condition precedents	:	1. PFA obtains its board and/or shareholder approval for the
				purchase of the ordinary shares in Nestifly.
		2.		The Sellers do not owe taxes to the Revenue Department on
				the date on which the entire business transfer is completed,
				unless the Sellers have provided bank guarantee or
				collateral as security to cover the taxes owed and execution
				expenses.
		3.	The Sellers have arranged for the Company to obtain all
				necessary consent for the completion of the entire business
				transfer from all contractual parties under the contracts,
				agreements, instruments and/or other documents that are
				binding on Nestifly and/or the Sellers.
		4.	The financial statements of Nestifly are appropriately
				prepared according to generally accepted accounting
				standards in Thailand.
		5.	All material agreements and licences of Nestifly are in
				continuous effect.
		6.		There is no event of default or breach of contract from the
				change of shareholding structure and/or control in Nestifly
				in any agreement that Nestifly has entered into with its
				customers or other agreements that Nestifly has entered into
				with other persons.
Completion of the transaction	:	PFA will become a shareholder holding 117,645 shares or
		equivalent to 99.99 percent of the total number of shares in Nestifly.
Completion date	:	Within June 2022 or other dates further agreed by the parties.

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