Singer Thailand Public: Assignment of Company Bad Debt Receivables

HT /SET/012/2022

June 28, 2022

Singer Thailand Public Company Limited (“the company“) informs you that the Board of Directors no. 251, meeting on June 27, 2022, had decided to allow the Company to organize an auction for the redemption of doubtful debts in the category of Ex-employees case admissible by means of an open sealed bid auction.The Company opened the sealed envelopes on June 28, 2022 and the winning bidder is JMT Network Services Public Company Limited (JMT).

Such investment is deemed to be an asset acquisition transaction in accordance with Capital Market Supervisory Board Notification No. Tor Jor. 20/2551 Subject: Rules for Entering into Material Transactions Deemed to be an Acquisition or Disposal of Assets dated August 31, 2008, as amended, and Notification of the Board of Governors of the Stock Exchange of Thailand Subject: Disclosure of information and other acts of listed companies Enterprises concerning the acquisition and disposal of assets BE 2004 of October 29, 2004 (“Notification on acquisition and disposal“). When calculating the size of the transaction pursuant to the notification of acquisition or disposal of assets, the size of the transaction is less than 15% of the total assets of the Company as of March 30, 2022, and at During the last 6 months, the Company has not carried out any transactions to acquire assets of listed companies.Therefore, the Company is not required to prepare the disclosure of information on the sale of assets of the Company to the Thailand Stock Exchange.

JMT, the winning company of the auction, is considered a related person of the Company because both have the same majority shareholder. Therefore, the said transaction is considered as a related transaction in accordance with the notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 Subject: Rules on Related Transactions dated August 31 BE 2551 and Notification of the Board of Governors of the Stock Exchange of Thailand regarding disclosure of information and other acts of listed companies regarding related transactions BE 2546 dated of November 19, 2003 ( “Notification on connected transaction“). When calculating the transaction, the size of each transaction is greater than 0.03% but not greater than 3% of the net tangible asset value as of March 30

2022 with the following details:

1. Date Month Year of the transaction

June 30, 2022 (date of contract for the purchase and sale of receivables for non-performing loans)

2. Parties involved and relationship with the listed company

Relationship with the listed company: JMT is a legal entity with the associated person of the Company since Jay Mart Public Company Limited, which owns 25.57% of the total paid-in shares of the Company, is a major shareholder of JMT and owns 53.40% of the total issued shares of JMT.

1. Nature and details of the transaction
   The Company intends to dispose of the Non-Performing Loan Claims in the Former Employees Claims Category by way of an open, sealed-bid auction, and the winning bidder will assume the right to be a creditor. on behalf of the Company to continue to exercise the claim against the debtor. The successful bidder is JMT, which offers to buy the non-performing loans, which corresponds to the highest price.
2. Total value and criteria that were used to determine the total value of the transaction, the total value of the consideration and the terms of payment
   The total value of non-performing loans in the Ex-Employee Debt category
   case is 280.79 baht. JMT will pay the purchase price in cash, divided into two equal installments: 1st the payment must be made on the date of the contract which is June 30, 2022; and 2n/a payment must be made upon completion of delivery of all documents.
3. Nature and extent of related party interests in agreeing to enter into related transactions
   JMT is a body corporate with the person associated with the Company by virtue of the same major shareholder, namely Jay Mart Public Company Limited, which owns 25.57% of the total paid up shares of the Company and owns 53.40% of the total paid-in shares of JMT.
4. Connected transaction details
   The main shareholder of JMT is also the main shareholder of the Company, therefore, he is considered as a related person of the Company according to the Notice on the Related Transaction. However, when calculating the transaction according to the Notification, the size of the transaction is less than 3% of the net tangible assets of the Company.
5. Opinion of the Board of Directors at the conclusion of the transaction
   The Board of Directors unanimously approved this operation. After careful consideration, it can be considered that the transaction is reasonable, also, it is in the best interest of the Company. This is to reduce the risk of not being able to track non-performing loans, as well as to organize the opening of an auction to determine the purchase price in general. The Company therefore receives remuneration at an appropriate rate.

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8. Opinion of the director and/or the audit committee differs from the opinion of the board of directors

No member of the Audit Committee has an opinion different from that of the Board of Directors.

The directors concerned did not attend the meeting or exercise their right to vote in favor of the assignment of the doubtful debts in the category of ex-employee debts.

Please be informed accordingly

Cordially,

Mr Kittipong Kanokvilairat

Chief executive officer

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