T R Rubber Products Public : Entering into transactions of asset disposal and acquisition of fund to invest in a subsidiary (Revised)

T.R.V. Rubber Products Public Company Limited

( ENGLISH TRANSLATION )

July 5, 2022

Subject: Entering into transactions of asset disposal and acquisition of funds to invest in a subsidiary

To: Director and Management

The Stock Exchange of Thailand

Since the Board of Directors of T.R.V. Rubber Products ( Public) Co., Ltd. (" The Company") no. 3/2022 held on July 4, 2022 has resolved to enter into transactions of the Company's asset disposal and the acquisition of ordinary shares of Top Treat Co. Ltd. as following details:

1. Disposal of the Company's assets

Transaction date	:	July 2022
Related parties	:	Seller: T.R.V. Rubber Products (Public) Co., Ltd.
		Buyer: 1. Mr. Pakpoom Oraphin
		2. Mr. Krissawat Oraphin
		3. Mr. Sahaphat Oraphin

	Relationship: None
Nature of transaction	: Sale of 2 plots of vacant land
Transaction size	: Calculation based on total value of the consideration paid or received
		Value of Asset sold: 80,146,000 Baht
		Total Asset value: 379,230,420 Baht
		Equivalent to 21.13%
		According to the total value of the consideration criteria. This is the criterion
		That calculates the transaction size from the company's financial statements
		As of March 31, 2022, which the value is equal to 15% or more but lower
		than 50% according to the Notification of Acquisition or Disposition of
		Assets. The Company in this report discloses the transaction to the Stock
		Exchange of Thailand and will submit a notification to shareholders within

T.R.V. Rubber Products Public Company Limited

21 days from the date of disclosure of the transaction to the Stock Exchange of Thailand.

Details of the assets to be sold : 2 plots of vacant land

1. Title deed no. 1146, Land no. 5, Survey page 91, Land area 18-2-93(Rai-Ngan-sq. Wah)

2. Title deed no. 1147, Land no. 4, Survey page 92, Land area 17-2-79(Rai-Ngan-sq. Wah)

Remark:Previously, the title deeds detailing the land located at Bangwua Sub-district, Bang Pakong District, Chachoengsao Province, at the present, the land address has been changed according to the new administrative area of Phimpha District, Bang Pakong District Chachoengsao Province.

Value of assets to be sold : 1. Title deed no. 1146, Land area 18-2-93(Rai-Ngan-sq. Wah) Cost price 24,340,000 Baht, Appraisal price* 14,611,350 Baht. Sale price, 41,211,500 Baht

2. Title deed no. 1147 Land area 17-2-79(Rai-Ngan-sq. Wah), Cost price 24,776,500 Baht, Appraisal price* 13,804,050 Baht. Sale price 38,934,500 Baht

• The appraisal price is based on the price of the Treasury Department.
  Criteria used for determining : Price agreed between buyer and seller sale price

Purpose and benefits	:	To use the fund as working capital for the development of the Company.
Payment condition	:	Pay by Cashier Check valued 75,146,000 Baht, order to pay for T.R.V. Rubber
		Products (Public) Co., Ltd., and pay by cash of 5,000,000 Baht.	Payment and
		Transfer of ownership must be made at the Land Department within the same
		day. The transaction will be completed within July 2022
		.

Related party and Characteristics : None and scope of stakeholders

	T.R.V. Rubber Products Public Company Limited
Opinion of the Audit	: The Audit Committee has determined that the proceedings are transparent,
Committee	and not contrary to company policy There is no conflict of interest of any kind
	with persons connected to the Company according to the definition of the
	Stock Exchange of Thailand and the Securities and Exchange Commission
	( SEC) and can propose to the Board of Directors for consideration in such
	cases.
Opinion of the Board of	: The Board of Directors has resolved to dispose of the Company's assets 2
Directors	plots of land with a total value of 80,146,000 baht.

2. Investment acquisition transaction regarding the investment in ordinary shares of Top Treat Co., Ltd.

Transaction date	:	July 2022
Related parties	:	Buyer: T.R.V. Rubber Products (Public) Co., Ltd.
					Seller: 1. Mr. Nuttanon Setthavoravichit
					2. Mr. Wanpiti Wattanapanich
					3. Mr. Thanakorn Boonsaeng
					Relationship: None
Nature of transaction	: Purchasing of 10,000 ordinary shares of Top Treat Co., Ltd.
Investment objectives			:	The investment is for the business expansion in selling products to the
					Company's customers, including rail operators. Throughout the years,
					Thailand has invested in various forms of rail expansion according to the
					government's policy. And once the rail system of those operators is
					completed, there will be a continued investment to expand services in the
					future. Therefore, entering into procuring and selling products to rail
					operators is another channel for the company to present its main products,
					which are rubber products. The products are for machine maintenance
					including spare parts, in order to increase the business expansion channel
					of the company in the future.
Details of acquired asset	:		of machines, engines, mechanical
Top Treat Co., Ltd. is a seller
		equipment, labor-saving equipment, vehicle, electricity generator, and
and	Nature of Business
					water pump, including all kinds of goods and all type of goods related to

T.R.V. Rubber Products Public Company Limited

			the railway business, and a provider of maintenance service, with a
			registered capital of 1,000,000 Baht, divided into 10,000 shares at a par
			value of 100 Baht.
Shareholding	:
Shareholder		Before transaction	After transaction
			Mr. Nuttanon	Setthavoravichit		99.98%	-
			Mr. Wanpiti	Wattanapanich		0.01%	-
			Mr. Thanakorn	Boonsaeng		0.01%	-
			The Company					-	99.98%
			Mr. Theerawut					-	0.01%
			Nawamongkhonchaikit
			Mr. Prasert Ruengleardsatitkul		-	0.01%
Value of consideration	: 1,000,000 Baht, after purchasing the ordinary shares, the Company will
			increase Top Treat Co., Ltd. registered capital by more 19,000,000 Baht.
Source of fund	: Cash flow of the Company.
		:	1. Mr. Theerawut	Nawamongkhonchaikit
Director after the capital
increase
		2. Mr. Prasert Ruengleardsatitkul
			3. Mr. Nuttanon
			Setthavoravichit
Nature of transaction	:				a related party transaction of listed
The transaction	is not deemed

companies according to the Notification of the Capital Market Supervisory Board no. TorChor. 21/2551 Re: Rules on Connected Transactions, and 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, 2003 (including amendments), and when calculating the size of asset acquisition for the total transactions in the past 6 months was not exceeding 15% of the total assets of the Company, the transaction in not deem to be disclosed according to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of

T.R.V. Rubber Products Public Company Limited

	Asset, and 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, 2004 (including amendments).
	However, the company acquired an investment in other company, as a
	result, the other company became a subsidiary of a listed company.
	Therefore, the company is obligated to disclose information.
Opinion of the Audit	: The Audit Committee has determined that the proceedings are transparent,
Committee	and not contrary to company policy There is no conflict of interest of any
	kind with persons connected to the Company according to the definition of
	the Stock Exchange of Thailand and the Securities and Exchange
	Commission ( SEC) and can propose to the Board of Directors for
	consideration in such cases.
Opinion of the Board of	: The Board of Directors resolved to purchase ordinary shares of Top Treat
Directors	Company Limited and increase the registered capital from 1,000,000 baht

to 20,000,000 baht.

Please be informed accordingly

Yours sincerely,

(Mr.Raj Tanta-Nanta)

Chairman of the Board