Dimet Siam : Notification on Information Memorandum on the Disposal of Asset of the Company from the dispute resolution by the compromise additional from the resolution of Board of Director Meeting No.5/2022

	-English Translation-
No. DIMET 016-2022
	August, 19 2022
Subject:	Notification on Information Memorandum on the Disposal of Asset of the Company from
	the dispute resolution by the compromise additional from the resolution of Board of
	Director Meeting No.5/2022
Attention:	Director and Manager
	The Stock Exchange of Thailand

According to Dimet (Siam) Public Company Limited (the "Company") has notified the resolutions of the Board of Directors Meeting No.5/2022 on August 11, 2022 regarding the settlement of the dispute by the compromise. The details are as follows:

1. In the litigation case between Dimet Paint Company Limited, a subsidiary of the Company, as a defendant and Beyond Capital Company Limited as a plaintiff, the parties have agreed to compromise in which Dimet Paint Company Limited agrees to repay the debt less than the original outstanding debt in the amount of THB 2,000,000.
2. In the litigation case between the Company as a defendant and M&T Law Office Company Limited as a plaintiff, the parties have agreed to compromise in which the Company agrees to pay THB 5,000,000, and transfer the ordinary shares in McTRIC Public Company Limited ("McTRIC") which held by the Company in the amount of 12,244,800 shares with par value of THB 1 representing 4.08 percent of the total sold shares in McTRIC to M&T Law Office Company Limited or the person which designated by M&T Law Office Company Limited. In this regard, M&T Law Office Company Limited has designated Miss Sutthida Leeswadtrakul to be the transferee.
3. In litigation case between the Company as a defendant and Mr. Yu Wa Sae-Li as a plaintiff, the parties have agreed to compromise in which the Company agrees to assign the right to claim the outstanding debt for goods that the Company has against Igen Powertech Company Limited in the amount of THB 8,416,913.19 with interest, and will proceed Igen Energy Company Limited, a subsidiary of the Company, to assign the right to claim the outstanding loan that Igen Energy Company Limited has against Igen Powertech Company Limited in the amount of THB 2,189,040.
4. In litigation case between the Company as a defendant and Mr. Mattia Regosa together with Mrs. Marta Regosa as a plaintiff, the parties have agreed to compromise in which the Company agrees to (1) proceed Dimet Paint Company Limited to assign the right to claim the outstanding debt for the product that the company has against Igen Engineering Company Limited ("Igen Engineering") in total of THB 38,399,019.53 which will transfer the claim on such debt after offsetting the debt with the company according to the company's promissory note issued to IGEN Engineering in the amount of THB 2,800,000, the remaining claims in such debt amount THB 35,599,019.53, whereby the Company will transfer such claims to Mr. Mattia Regosa together with Mrs. Marta Regosa or any person designated by Mr. Mattia Regosa together with Mrs. Marta Regosa, (2) proceed Igen Energy Company Limited to transfer the right to claim the outstanding loan that Igen Energy Company Limited has against Igen Engineering in the amount of THB

1

15,630,534.33; and (3) transfer 378,000 ordinary shares representing 14 percent of total shares in Igen Engineering to Mr. Mattia Regosa and Mrs. Marta Regosa or the person which designated by Mr. Mattia Regosa and Mrs. Marta Regosa. In this regard, Mr. Mattia Regosa and Mrs. Marta Regosa has designated M&T Law Office Company Limited to be the transferee.

The transfer of 12,224,800 ordinary shares in McTRIC from the Company to Miss Sutthida Leeswadtrakul under Clause (2) ("Transfer of Shares according to the Compromise Agreement No. 1) and the transfer of 378,000 ordinary shares in Igen Engineering from the Company to M&T Law Office Company Limited under Clause (4) (the "Transfer of Shares according to the Compromise Agreement No. 2") (collectively, the "Transfer of Shares according to the Compromise Agreements") is regarded as a disposal of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions 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 or Disposition of Assets B.E. 2547 (2004) (the "Notifications on Acquisition or Disposition of Assets"). Upon review of the transaction size used in the calculation of the maximum value of the transaction based on the reviewed financial statements of the Company ended June 30, 2022 by various approaches under the Notifications on Acquisition or Disposition of Assets which the Company has no disposal transaction over the past six months prior to the execution of this transaction, the maximum value of the transaction is equal to 21.38 percent which is calculated by the net tangible asset method (Net Tangible Asset). The transaction is regarded as a type 2 (the transaction between the listed company and non-listed person which is equal to 15% or higher, but lower than 50%) pursuant to the Notifications on Acquisition or Disposition of Assets. Therefore, the Company is required to immediately report and disclose an information memorandum on such transaction to the Stock Exchange of Thailand ("SET"), which must at least contain the information as required in List (1) attached to the Notifications on Acquisition or Disposition of Assets, and give notice to the shareholders within 21 days from the date of such disclosure to the SET, which must at least contain the information as required in Lists (2) 1, 2, 3, 5(3), 7 and 8 attached to the Notifications on Acquisition or Disposition of Assets. In addition, Transfer of Shares according to the Compromise Agreements is not regarded as a connected transaction under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions 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 (2003) (including its amendment) (the "Notification on Connected Transaction").

In this regard, the details related to the Transfer of Shares according to the Compromise Agreements are as follows:

Date of the	: 1. Transfer of Shares according to the Memorandum of Compromise
Transaction	Agreement No. 1
	The Company has entered into the Compromise Agreement on August
	16, 2022 and the Transfer of Shares according to the Compromise
	Agreement No. 1 has been completed on the same date.
	2. Transfer of Shares according to the Memorandum of Compromise
	Agreement No. 2
	The Company has entered into the Compromise Agreement on August
	16, 2022 and the Transfer of Shares according to the Compromise
	Agreement No. 2 has been completed on the same date.

2

Relevant Parties	:		1. Transfer of Shares according	to the Memorandum of Compromise
				Agreement No. 1
				M&T Law Office Company Limited has designated Miss Sutthida
				Leeswadtrakul to be the transferee.
			2. Transfer of Shares according to the Memorandum of Compromise
				Agreement No. 2
				Mr. Mattia Regosa and Mrs. Marta Regosa has designated M&T Law
				Office Company Limited to be the transferee.
Relationship with	: Miss Sutthida Leeswadtrakul and M&T Law Office Company Limited which
the Company		are the transferees according to the Transfer of Shares of according to the
		Compromise Agreements are not the connected persons of the Company in
		accordance with the Notification on Connected Transaction, therefore, not
		regarded as connected transaction under the Notification on Connected
		Transaction.
General Description	:	The Company has litigation cases	as detailed above. In order to settle
of the Transaction		disputes, the Company as the defendant and the relevant parties have agreed
		to enter into compromise agreements. The Company will not receive any
		payment from transfer of shares. The Transfer of Shares according to the
		Compromise Agreement No.1 has a book value of THB 10,892,868.50 and
		the Transfer of Shares according to the Memorandum of Compromise
		Agreement No. 2 has a book value of THB 45,728,000.00. In this regard, after
		entering into the Transfer of Shares according to the Compromise Agreement
		No.1 and the Transfer of Shares according to the Compromise Agreement
		No.2, the Company will have no remaining shares held in McTRIC and Igen
		Engineering.
Calculation of the	: The Transfer of Shares according to the Compromise Agreements is regarded
Transaction Size		as the disposal of the Company's assets in accordance with Notifications on
		Acquisition or Disposition of Assets. The Company uses the reviewed
		Company's financial statements, as of June 30, 2022, to calculate the
		transaction size, the details as follows:
				Basis of Calculation			Transaction Size (percent)
				1. Net Tangible Assets*		21.38
				2. Net Operating Profits			This is not applicable because the
						Company has loss.
				3. Total Value of Consideration*		12.22
				4. Value of Securities			This is not applicable because the
						Company issues no securities.

3

Remark

*The financial statement of McTRIC used to calculate the transaction size is based on the company's audited financial statements ended December 31, 2021 and the financial statement of Igen Engineering used to calculate the transaction size is based on the company's reviewed financial statements ended December 21, 2018.

Details of Disposed : 1. Transfer of Shares according to the Compromise Agreement No. 1
Assets	The Company will transfer the shares in McTRIC to Miss Sutthida
	Leeswadtrakul according to the Compromise Agreement by transfer all
	shares in McTRIC held by the Company in the amount of 12,244,800
	shares with par value of THB 1 representing 4.08 percent of the sold
	shares in McTRIC. The details are as follows:
	(1) General information of McTRIC
	Name of the company	McTRIC Public Company Limited
	Nature of business	Construction and MEP services include
			condominiums, hotels, hospitals, department
			stores, hypermarkets, factories, production
			lines, off-grid utilities and others.
	Head	Office's	121/105 RS Tower, 39th Floor, Ratchadapisek
	Address		Road, Dindeang Sub-district, Dindeang District,
			Bangkok
	Registered	Capital	Registered Capital of THB 450,000,000. Paid-
	and Paid-up Capital	up Capital of THB 300,000,000 divided into
			300,000,000 shares, with a par value of THB 1.
	Name of Directors	1. Mr. Komol Wongpornpenpap
			2.	Mr. Phakdee Suthawuthiwong
			3.	Mr. Wikran Kaokiattisiri
			4.	Miss Sutthida Leeswadtrakul
			5.	Mrs. Linchong Srisongkhram
			6.	Mr. Wuttichai Sresthabutra
			7.	Pol.Lt.Gen. Samang Thongpan
			8.	Mr. Wanchai Thanadkha
			9.	Mr. Panya Boonyapiwat

4

1. List of the first 10 shareholders of McTRIC before and after transaction

					Paid-up Capital THB 300,000,000
								The amount of
					The amount of			shares after to the
	McTRIC's Shareholders			shares prior to the			Transfer of
			Transfer of Shares			Shares according
					according to the			to the
					Compromise			Compromise
					Agreement (shares)			Agreement
								(shares)
1.	General Engineering	97,959,000		97,959,000
		Public Company
		Limited
2.	Mr. Komol	51,735,000		51,735,000
		Wongpornpenpap
3.	Complete Transport	24,489,600		24,489,600
		Co., Ltd.
4.	Mr. Wikran	20,152,800		20,152,800
		Kaokiattisiri
5.	Mr. Phakdee	16,254,400		16,254,400
		Suthawuthiwong
6.	Mr. Thanya	15,918,000		15,918,000
		Wongpornpenpap
7.	Miss Urawan	15,918,000		15,918,000
		Wongpornpenpap
8.	Mrs. Piyanuch	12,624,000		12,624,000
		Suthawuthiwong
9.	DIMET (SIAM)	12,244,800		-
		Public Company
		Limited
10.	Miss Suphisara	5,877,600		5,877,600
		Suthawuthiwong
11. Miss Sutthida	12,000		12,256,800
		Leeswadtrakul
12. Other Shareholders	26,814,800		26,814,800
	Total	300,000,000		300,000,000
		5