Dimet Siam Public : The Resolutions of Board of Directors Meeting No. 4/2022 regarding the investment in SGMP Co.,Ltd., increasing registered capital, the allocation of newly issued shares by PP, and schedule for the EGM of Shareholders No.1/2022 (Revised No.3)

Translation

DIMET 007-2022

	May 17, 2022
Subject	Notification of the Resolutions of the Board of Directors' Meeting No. 4/2022 regarding the
	investment in SGMP Company Limited, increasing of registered capital, the allocation of newly
	issued shares by the way of Private Placement, and schedule for the Extraordinary General
	Meeting of Shareholders No.1/2022
To:	Director and Manager
	The Stock Exchange of Thailand
Enclosure	1. Information Memorandum of Dimet (Siam) Public Company Limited on an Acquisition of
	Assets regarding the Acquisition of Shares of SGMP Company Limited which is a Connected
	Transaction

1. Information Memorandum on Offering and Allocation of Newly Issued Ordinary Shares of Dimet (Siam) Public Company Limited by way of Private Placement
2. Capital Increase Report Form (F 53-4)

Dimet (Siam) Public Company Limited (the "Company") hereby informs the resolutions of the Board of Directors Meeting No. 4/2022 held on May 17, 2022, which has passed the significant resolutions that must be reported to the Stock Exchange of Thailand (the "SET") as follows:

1. It was resolved to propose that the Shareholders' meeting to consider and approve an acquisition of shares in SGMP Company Limited ("SGMP") by acquiring 6,150,000 shares at the par value of THB 5 per shares consisting of 6,000,000 ordinary shares and 150,000 preferred shares, representing 30 percent of all shares in SGMP from its existing shareholder, namely Gold Dynamic Holding Company Limited which is a

Hong Kong juristic person (the "Seller of SGMP Shares") at the purchase price of THB 60.439 per shares totaling of not exceeding THB 371,700,000, including the execution of the share purchase agreement, and other arrangements, contracts and documents relating to the acquisition and acceptance of shares in

SGMP (the "Share Purchase Transaction of SGMP"). The Company will pay for the shares in SGMP with the following details:

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1. The Company will pay for the consideration by issuance of newly issued ordinary shares of the Company by the way of a private placement offering as payment in kind for the acquisition of shares instead of cash. Upon comparison between the fair value of SGMP and that of the Company, the Board of Directors resolved to propose that the Shareholders' Meeting consider and approve the issuance and allocation of not exceeding 423,000,000 shares at a par value of THB 0.50 per share, with the offering price of THB 0.59 per share, totalling THB 249,570,000 to the Seller of SGMP Shares as payment in kind for the acquisition and acceptance of shares in SGMP from the Seller of SGMP Shares, representing 17.35% of all issued and paid-up shares of the Company (based on all issued and paid-up shares of the Company after the execution of share allocation in consideration of the Share Purchase Transaction of SGMP) with the shares swap ratio of 1 SGMP's shares per 102.439 newly issued shares of the Company (fractions of shares will be discarded) (the "Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP").
2. The Company will pay for the consideration in cash in the amount of THB 122,130,000.

Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP constitutes an offering of newly issued ordinary shares by way of private placement, whereby the Shareholders' Meeting of the Company shall pass a resolution to specifically determine the offering price at THB 0.59 per share, which is not lower than 90% of the market price of the Company's shares pursuant to the requirements of the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Specific Investors dated October 28, 2015 (as amended) (the "Notification No. TorJor. 72/2558"). In this regard, the "market price" refers to the weighted average price of the Company's shares listed on the SET for the past period of at least 7 consecutive business days, but not exceeding 15 consecutive business days prior to the date the Board of Directors passed its resolution to propose this matter to the Shareholders' Meeting of the Company to approve the capital increase and the allocation of new shares, whereby the weighted average price of the Company's shares calculated for the past 7 consecutive business days during the period from May 5, 2022 to May 13, 2022 is equal to THB 0.54 per share (Source: SETSMART from www.setsmart.com). The Company's newly issued ordinary shares shall be used as payment in kind for the acquisition and acceptance of SGMP's shares from the Seller of SGMP Shares.

The Share Purchase Transaction of SGMP is regarded as an acquisition of assets pursuant to t he Notification of the Capital Markets Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into

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Material Transactions Deemed as Acquisition or Disposal of Assets dated August 31, 2008 (as amended) 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 Assets B. E. 2547 (2004) dated October 29, 2004 (as amended) (the "Notifications on Acquisition and Disposition of Assets"). Upon the reviewing of the transaction size by various approaches under the Notifications on Acquisition and Disposition of Assets, the maximum value of the transaction is equal to 75 percent according to total value of consideration method calculated from the reviewed quarterly financial statements of the Company ended March 31, 2022. The Company has not entered into the acquisition of asset transaction in the past 6 months, which has not approved by the shareholders meeting. Therefore, such transaction is therefore classified as a "Class 1 Transaction" under the Notifications on Acquisition and Disposition of Assets, i.e. transaction, which has a transaction value equal to 50% or higher but lower 100%. The Company is, therefore, obliged to prepare a report and disclose the information in respect of the entry into the transaction to the SET immediately, whereby there must be an information memorandum comprising at least as many details as required in List (1) of the Notifications on Acquisition and Disposition of Assets, and convene the Shareholders' Meeting to approve the entering into the transaction with affirmative votes of not less than three-fourths of the total number of votes of the shareholders who attend the meeting and are entitled to vote, discarding the interested persons including appoint an independent financial advisor (IFA) who is a financial advisor approved by the Securities and Exchange Commission (the "SEC Office"). in addition, the Company has proceeded for the directors who have conflict of interest and/or are connected person in execution of the transaction, namely Mr. Ho -Chih Huang shall neither be present nor be eligible to vote at the Board of Directors' Meeting.

In addition, the above Share Purchase Transaction of SGMP and Transaction involving the Share Allocation in Consideration of an Acquisition of Shares in SGMP are also regarded as a connected transaction of a listed company under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions, dated August 31, 2008 (as amended) 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), dated November 19, 2003 (as amended) (the "Notifications on Connected Transactions"). This is because Mr. Ho-Chih Huang, a chief executive officer and director of the Company, holds the shares in the Seller of SGMP Shares in the proportion of 100% of total shares in the Seller of SGMP Shares. The aforementioned connected transaction is an asset transaction with a value of 99.4% of the Company's net tangible assets calculated from the reviewed quarterly financial statements of the Company as of March 31, 2022. The Company has not

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entered into any connected transaction or related persons and close relatives of such persons in the past 6 months. Such Transaction has the total transaction size more than 3 percent of the net tangible assets of the Company. Therefore, the Company is required to disclose information on the connected transactions to the SET, obtain approval for the transaction from the Board of Directors and the shareholders' meeting of the Company which must be approved by the Shareholders' meeting by affirmative votes of not less than three-fourths of the total number of votes of the shareholders who attend the meeting and are entitled to vote, discarding the interested persons including appoint an independent financial advisor (IFA) who is a financial advisor approved by SEC Office and in respect of which the directors who have conflict of interest and/or are connected person in execution of the Transaction, namely Mr. Ho -Chih Huang shall neither be present nor be eligible to vote at the Board of Directors' Meeting.

Please refer to the details of the Share Purchase Transaction of SGMP in Information Memorandum of Dimet (Siam) Public Company Limited on an Acquisition of Assets regarding the Acquisition of Shares of SGMP Company Limited which is a Connected Transaction (Enclosure 1) and Information Memorandum on Offering and Allocation of Newly Issued Ordinary Shares of Dimet (Siam) Public Company Limited by way of Private Placement (Enclosure 2).

However, the Share Purchase Transaction of SGMP and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP shall proceed only after the conditions precedent as specified in the Shares Purchase Agreement between the Company and the Seller of SGMP Shares (the "Shares Purchase Agreement"), have been fulfilled or waived. The significant conditions precedent is summarized below.

1. The Company is satisfied with the legal due diligence of the SGMP.
2. The Shareholders' Meeting of the Company shall have resolved to approve the execution of the
   Share Purchase Transaction of SGMP and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP including approval on various matters necessary for and/or in connection with such transactions;
3. as of the date of acquisition of SGMP's shares, there shall be no event or action having occurred or caused to occur or reasonably believed to be likely to occur, which may give rise to any material and adverse impact on SGMP or jeopardize the execution of the Share Purchase Transaction of SGMP and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP;

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1. The Seller of SGMP Shares shall procure SGMP to hold a Board of Directors meeting to approve
2. 1. the amendment of the Articles of Association of SGMP to be in accordance with the shareholders agreement (2) the dividend payment policy of SGMP as prescribed by the Company (3 ) the appointment of new directors who are representatives of the Company (4) change the person with the authority to withdraw to the commercial bank as specified by the Company, and
   1. change the authorized director of the SGMP as specified by the Company.
3. The Seller of SGMP Shares shall procure SGMP to hold a Shareholders' meeting to approve (1) the amendment of the Articles of Association of SGMP to be in accordance with the shareholder's agreement (2) the appointment of new directors who are representatives of the Company, and (3) change the authorized director of the SGMP as specified by the Company.
4. The SEC Office shall have approved the private placement of the newly issued ordinary shares to the Seller of SGMP shares by way of private placement.

Other than the resolution to approve to execute the aforementioned transactions, the meeting of the Board of Directors of the Company has resolved the following matters:

1. it was resolved to approve the appointment of Capital Advantage Company Limited as an independent financial advisor to provide opinions to the Company's shareholders regarding the Transaction on (a) the rationale and benefits of the transaction (b) the fairness of prices and the conditions of prices and (c) the shareholders should vote to agree or disagree with the transaction.
2. it was resolved to approve the authorization of the Board of Directors or the Executive Committee or the Company's authorized director or the person authorized by the Board of Directors or the Executive Committee or the Company's authorized director to make any arrangements in connection with or necessary for the execution of the Share Purchase Transaction of SGMP and the Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP including to negotiate, enter into, sign and amend the shares purchase agreement, and other arrangements, contracts and documents necessary and relating to the Share Purchase Transaction of SGMP and to set out rules, conditions and other details necessary for and in connection with the Share Purchase Transaction of SGMP as necessary and appropriate under the applicable laws.

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