Chiang Mai Ram Medical Business Public : Notification of the Resolution to Information memorandum on Acquisition of Newly Issued Ordinary Shares. (More Information)

Ref. No. Chor Por.(2) 2297/2022

June 9, 2022

The Stock Exchange of Thailand,

The Stock Exchange of Thailand Building,

62 Rachadapisek Road, Klongtoey,

Bangkok 10110.

To Managing Director,

The Stock Exchange of Thailand.

Re : Notification of the Resolution to Information memorandum on Acquisition of Newly Issued Ordinary Shares of Vachara Sirivej Co.,Ltd. (Chiangrai Inter Hospital) (More information)

We, Chiang Mai Ram Medical Business Public Company Limited ("the Company" or "CMR") would like to notify the resolution of the Board of Directors' meeting No. 3/2022 held on June 7, 2022, approved the Company and its subsidiaries, Chiang Mai Ram Hospital Company Limited ("CMH"), Hariphunchai Memorial Hospital Company Limited ("HPH") and Theppanya Business Company Limited ("TPH") to invest in the acquisition of newly issued ordinary shares of Vachara Sirivej Company Limited, which operates a medical facility on behalf of Chiangrai Inter Hospital, in the amount 1,850,000 shares or 30.83% of paid-up capital. The purchase price of Baht 100.00 per share, totaling Baht 185,000,000.00. The transaction concerning the notification of the acquisition and disposal of assets, according to the notification of the Stock Exchange of Thailand regarding Rules, Procedures and Disclosure or Information Concerning the transaction concerning the notification of the acquisition and disposal. The transaction size is 1.41% according to the total value of the remuneration based on the consolidated financial statements of the Company ended 31 March 2022. It is excepted by approving from shareholders, however the company will report the transaction to the Stock Exchange of Thailand. The Company hereby reports the details of the transaction as follows;

CMR Group Investment Ratio

	The Company and its subsidiary		Investment Ratio
	Number of Shares	Total Amount Baht	% Registered Share
1.	Hariphunchai Memorial Hospital Company Limited	1,500,000	150,000,000.00	25.00
	("HPH")
2.	Chiang Mai Ram Hospital Company Limited	200,000	20,000,000.00	3.33
	("CMH")
3.	Chiang Mai Ram Medical Business Public Company	100,000	10,000,000.00	1.67
	Limited ("CMR")
4.	Theppanya Business Company Limited	50,000	5,000,000.00	0.83
	("TPH")
	TOTAL	1,850,000	185,000,000.00	30.83

CHIANG MAI RAM MEDICAL BUSINESS PUBLIC COMPANY LIMITED

DISCLOSURE OF INFORMATION ON "ACQUISTION OR DISPOSAL OF ASSETS"

(THE ACQUISTION OF ASSET)

Investment in Vachara Sirivej Company Limited (Chiangrai Inter Hospital)

1.

The date of transaction occurred;

With in June 2022.

2. The parties involved

	BUYER;	Chiang Mai Ram Medical Business Public Co., Ltd. (CMR)
		Hariphunchai Memorial Hospital Company Limited (HPH)
		Chiang Mai Ram Hospital Company Limited (CMH)
		Theppanya Business Company Limited (TPH)
	SELLER;	Vachara Sirivej Company Limited
	RELATIONSHIP WITH THE INVEST	None
3.	The general characteristics of the	Invest in the acquisition of newly issued ordinary
	transaction;	shares of Vachara Sirivej Company Limited in the amount
		1,850,000 shares or 30.83% of paid-upcapital. The

purchase price of Baht 100.00 per share, amount totaling Baht 185,000,000.00.

4. The details of the assets investment;

	- The company name	Vachara Sirivej Company Limited
	- Address	123 M. 26 Pahonyotin Rd. Muang Chiang Rai 57000
	-	The nature of business	Health Care Services " Chiangrai Inter Hospital"
	-	Registered capital before capital increase	Baht 113,580,000.00
	-	Registered capital after capital increase	Baht 600,000,000.00
	-	Par value per share	Baht 100.00
	-	Proportion of securities holding before	0% of the registered capital
	-	Proportion of securities holding after	30.83% of paid-up capital of Vachara Sirivej Co., Ltd.
			(Registered Capital 600 Million Baht)
5.	The total value of the consideration	Common Stock 1,850,000 shares buying per share Baht
			100.00, amounting to Baht 185,000,000.00.
6.	Criteria used in determining total value	CMR purchases the new share at par value by reference the
	of return	property appraisal company named	"15 Consult Business
			Co.,Ltd." It appraises the business value at 102 baht per share.
	-	Type and Value of Transaction	The above investments of the transaction concerning the
			notification of the acquisition and disposal of assets. When
			calculating the line size based	on criteria, the program

automatically calculates the line size. It found that the transaction size is equal to 0.65% of the Company's assets, and in the case of

calculations using the total value of the reciprocity, the transaction size will be 1.41% based on the Company's consolidated financial statements ended March 31, 2022. Since all criteria are calculated, the transaction size does not exceed 15%, therefore, the Company does not have to comply with the criteria for acquiring the company's assets.

		Method				Calculation	Transaction Size (%)
		1. Asset Value Method (NTA)		% NTA of the invested funds x 100	0.65
						Company' s NTA
		2. Net Profit Method		% New profit of the invested funds x 100	-
						The Company' s net profit
		3. Aggregate Value of Returns Method				Value of acquired assets x 100	1.41
					Net value of the Company' s assets
		4. Aggregate Value securities Method	Number of shares issued to pay for assets x 100	Uncalculatable,
				All the Company' s issued and paid-up shares	Because no shares have
									been issued for acquisition
									of assets.
7.	Purpose of investment		Vachara Sirivej Company Limited, which operates a medical
				facility on behalf of Chiangrai Inter Hospital. It will operate
				private hospital size 50 beds.
				CMR and its subsidiaries aim to make this investment to
				expand the hospital network to Chiang Rai. Chiangrai Inter
				Hospital is in a good location and chances to growth business
				in the future. CMR and its subsidiaries are expected to return
				in dividend form at a satisfactory rate. It also increases
				business synergies and has more trade bargaining power for
				the Company' s supplier.
8.	Source of investment		Using the loan from financial institution and the working capital
				of The Company and its subsidiaries.
9.	Other Details		Shareholding Structure of Vachara Sirivej Company Limited
				(Before and After capital increase)

Shareholding Structure of Vachara Sirivej Company Limited (Before and After capital increase)

			Before	After
	Name of Shareholder	Number of	% Registered	Number of	% Registered
			Shares	Share	Shares	Share
1.	Ramkhamhaeng Hospital Public Copany	-	-	2,415,500	40.26
Limited
2.	Chiang Mai Ram Medical Business Public	-	-	1,850,000	30.83
Company Limited Group
	Hariphunchai Memorial Hospital Company Limited			1,500,000
	Chiang Mai Ram Hospital Company Limited			200,000
	Chiang Mai Ram Medical Business Public Company			100,000
Limited
	Theppanya Business Company Limited			50,000
3.	Techatheerawat Group	954,014	84.00	1,026,214	17.10
	Mr. Vatchara	Techatheerawat	130,844		160,844
	Mr. Siri	Techatheerawat	415,224		415,224
	Mrs. Orawan	Techatheerawat	95,802		98,002
	Miss Khanawan Techatheerawat	150,393		170,393
	Mrs. Laksipha	Techatheerawat	150,393		170,393
	Mrs. Woranaj	Techatheerawat	11,358		11,358
4.	Takkaphuetphan Group	124,938	11.00	124,938	2.08
	Mr. Pheera	Takkaphuetphan	102,222		102,222
	Miss Pornlada	Takkaphuetphan	11,358		11,358
	Mr. Pharadorn	Takkaphuetphan	11,358		11,358
5.	F & S 79 Co.,Ltd.	-	-	100,000	1.67
6.	Khaonkaen Ram Co.,Ltd.	-	-	30,000	0.50
7.	Other shareholders	56,848	5.00	453,348	7.56
		รวม	1,135,800	100.00	6,000,000	100.00

Remark** 1. Techatheerawat Group, It has no related to the Board of Directors and its subsidiaries and is not a major shareholder of CMR Group.

2. After the transaction, The Company and its subsidiaries will sent 5 directors to be the executive of Vachara Sirivej Co., Ltd. (Chiangrai Inter Hospital).

Financial Position and Operations
			Chiang Mai Ram Medical	Vachara Sirivej Company
	Statement of Financial	Business Public Co., Ltd.	Limited
			As of March 31, 2022	As of December 31, 2021
-	Total Assets		13,139,214,335.37	159,497,976.00
-	Intangible asset		311,542,913.05	2,130,478.95
-	Total Liabilities		6,568,098,683.87	76,734,515.82
-	Total Shareholder' equity		6,571,115,651.50	82,763,460.18
-	Net profit (loss)		167,361,104.80	(7,765,053.07)
-	Non-controlling interests		2,435,671,674.50	-
-	Basic earnings per share		0.03	(6.84)
-	Earning Per Share (E.P.S.)	(Par = 100)		72.87
-	Earning Per Share (E.P.S.)	(Par = 0.10)	1.03
- Book value per share (baht)		4,023,125,000	1,135,800
	NTA		3,823,901,063.95	80,632,981.23

As of December 30, 2021, Vachara Sirivej Co., Ltd. (Chiangrai Inter Hospital) participated in the moratorium project with the financial institution. This project had 3 years period from December 30, 2021

to 30 December 2024 and it had increased expense as follows;
1.	Property maintenance free	3,000,000	baht
2.	Property rent	300,000	baht

1. 3. The loss will occur in the amount of 21.15 million baht if the company don't pay the debt as promised. Because the collateral has value more than debt the amount of

   21.15 million baht.

2. Conditions affect to Shareholders' right; None
3. Opinion of the Board of Director;
   The Board of Directors has had opinions that the transactions investment in common share of Vachara Sirivej Company Limited, (Chiangrai Inter Hospital) will benefit in term of increasing the bargaining power in purchasing materials and expand the company' s business. Therefore this investment is appropriate, low risk and benefit of the company and shareholders over the long run.
4. Opinion of the Audit Committee and directors which are different from the opinion of the Board of Directors; The Audit Committee' s opinion is also aligning with the Board of Director' s opinion. There is no director has different opinion from the Board of Directors' opinion.
   Please be informed accordingly.

Yours faithfully,

(Dr. Dusit Srisakul)

Managing Director