Enclosure No.1. Notification of the Allotment of Newly Issued Ordinary Shares. Simat Technologies Public Company Limited

Transcription

1 Enclosure No.1 Notification of the Allotment of Newly Issued Ordinary Shares of Simat Technologies Public Company Limited

2 Notification of the Allotment of Newly Issued Ordinary Shares of Simat Technologies Public Company Limited Part 1: Information of the Allotment of Newly Issued Ordinary Shares 1. Name and Address of the Listed Company Name : Simat Technologies Public Company Limited ( the Company ) Address : No. 123, Soi Chalongkrung 31, Ladkrabang Industrial Estate, Chalongkrung Road, Lamplatew sub-district, Ladkrabang district, Bangkok Tel : Fax : Date and Number of the Board of Directors Meeting and the Shareholders Meeting Approving the Allotment of Newly Issued Ordinary Shares The allotment of newly issued ordinary shares to the existing shareholders of the Company proportionately (Rights Offering) this time was approved by the Meeting of the Board of Directors No.2/2018 held on 22 March 2018, and in the Annual General Meeting of Shareholders of 2018 held on 30 April Details of the Allotment of Newly Issued Ordinary Shares The Annual General Meeting of Shareholders of 2018, held on 30 April 2018, passed a resolution to increase the registered capital for the amount of not exceeding 106,402,919 ordinary shares with a par value of Baht 1 per share, and allot the newly issued ordinary shares to the existing shareholders proportionately (Rights Offering). The subscription ratio is 5 existing ordinary shares to 1 newly issued ordinary share (also allow for oversubscription). The offering price of newly issued ordinary shares equals Baht 2 per share. Any fraction of shares due to the allotment of newly issued ordinary shares shall be disregarded. The number of shares to accommodate the said right adjustment is preliminarily calculated pursuant to the initial calculation of said right adjustment. The exact number of the shares depends upon the exercise of the warrants to purchase ordinary shares of the Company No. 2 and No. 3 and the warrants for directors and employees No. 2. The latest exercise date of the said warrants is 30 April However, on 30 April 2018, no holders of the said 3 warrants exercised their rights to purchase the ordinary shares. Therefore, the exact number of ordinary shares for issuing and offering the newly issued ordinary shares according to the said resolution is 87,384,851 shares only. 4. Record Date to Determine the Names of the Shareholders Entitled to Subscribe for Newly Issued Ordinary Shares The Company fixed the names of the shareholders who are entitled to be allotted the newly issued ordinary shares (Record Date) on 10 May The Executive Committee, Chief Executive Officer and/or their

3 authorised persons are authorised to change the Record Date as appropriate taking into account the benefits to and impact upon the Company. However, the record date has not been changed. 5. Subscription and Payment Periods for the Newly Issued Ordinary Shares 5.1 Subscription and payment periods of the newly issued ordinary shares The subscription and payment periods shall be during 23 May 2018 to 30 May 2018 (totaling 5 business days) from a.m. to p.m. 5.2 Location for Subscription and Payment for the Newly Issued Ordinary Shares Shareholders can submit for subscription for newly issued ordinary shares at the Head Office of the agent for the subscription ( the Subscription Agent ), which is: AIRA Securities Public Company Limited Operation Department 319 Chamchuri Square Building, 17th Floor, Phayathai Road, Pathumwan, Bangkok Tel Contact Persons: Ms.Sitavee Thanasubrujikorn In case of submitting in person, it can be done during 23 May 2018 to 30 May 2018 (totaling 5 business days) from a.m. to p.m. (**The Subscription Agent will not accept any subscription for the newly issued ordinary shares by mail**) 5.3 Conditions of the Subscription for Newly Issued Ordinary Shares In the case of subscribing for the amount of newly issued ordinary shares according to Rights Offering or less than Rights Offering (Under-subscription); The shareholders who notify their intention to subscribe for newly issued ordinary shares according to Rights Offering or less than Rights Offering shall be allotted in the full amount of the subscription. Any fraction of shares during the process of the allotment of newly issued ordinary shares shall be disregarded In the case of subscribing for the amount of newly issued ordinary shares more than Rights Offering (Oversubscription); Shareholders can submit for subscription for newly issued ordinary shares more than Rights Offering and must notify their intention at the same time as submitting for subscription according to Rights Offering. The shareholders must also pay for the full amount of oversubscription for newly issued ordinary shares.

4 In the case of oversubscription and the shareholders are not allotted or not fully allotted the oversubscription amount, the Company shall refund the money for the portion of unallotted shares or the shares not fully allotted according to the oversubscription amount (no interest charged) within 7 working days after the end of the subscription period (please refer to Refund of Subscription Payment in Clause 5.6). The criteria are as follows: - In the case that unsubscribed shares exceed the total number of shares oversubscribed, the Company shall allot the newly issued ordinary shares to the shareholders who oversubscribe and pay for all of the subscription shares according to the amount submitted for the oversubscription (any fraction of shares derived from calculation shall be disregarded). - In the case that unsubscribed shares are less than the total number of shares oversubscribed, the Company shall allot the ordinary shares in proportion to the existing shareholding percentage of each shareholder who oversubscribes. The existing shareholding proportion of each shareholder who oversubscribes shall be used to multiply by the number of unsubscribed shares in order to get the number of shares each shareholder who oversubscribes enables to be allotted (any fraction of shares derived from calculation shall be disregarded). The above allotment process of newly issued ordinary shares shall be repeated until there are no leftover shares available for further allotment. Nevertheless, the number of allotted shares to each shareholder shall not exceed the number of shares the shareholder subscribes and pays for. - In any cases, the allotment of newly issued shares by way of Excess Rights shall not cause any of the Company s shareholders who subscribe to the new shares in excess of their entitlement to trigger the mandatory Tender Offer requirements as provided in the Notification of the Capital Market Supervisory Board No. TorJor. 12/2011 regarding Criteria, Terms and Procedures in Acquiring Securities for Business Take Over and to violate the restriction of foreign shareholding as provided in the Company s Articles of Association, which specifies that foreign shareholders may not hold shares in the Company in excess of 49 percent of the total issued shares. And the Company reserves the right to not allot to subscribers in case of the allotment will violate the laws and regulations of issuance and allotment of securities under Thai laws Other conditions for subscription 1) In the case that the subscription payment is made by personal cheque or cashier cheque or bill of exchange (draft), the subscription payment shall be deemed as complete once the bank has cleared the amount specified in the cheque, and the subscription for newly issued

5 ordinary shares shall be deemed as complete only when the Company and/or the Subscription Agent have collected the subscription payment. 2) The shareholder who has subscribed for the newly issued ordinary shares and paid for the subscription shall not be able to cancel the subscription. 3) If the existing shareholder, who submits for the subscription, fails to make the subscription payment for the newly issued ordinary shares or comply with the method of the subscription payment, or fails to proceed with the subscription according to the specified conditions and methods, which prevents the subscription payment from being collected within the subscription period and conditions, or the Company and/or the Subscription Agent are unable to collect the subscription payment (resulting from any cause which is not the fault of the Company and/or the Subscription Agent), either wholly or partly, within the subscription period, or the shareholder makes the subscription by any method other than those specified in this Notification of the Allotment of Newly Issued Ordinary Shares of the Company or submits incomplete subscription documents, the Company and/or the Subscription Agent shall consider it as a waiver of the existing shareholder to subscribe for such newly issued ordinary shares, and the Company and/or the Subscription Agent shall reserve the right not to allot the newly issued ordinary shares to the existing shareholder. 4) In the case that the subscriber incompletely, unclearly or inconsistently fills in the details in the subscription documents, the Company and/or the Subscription Agent shall hereby reserve the right to use the details in the subscription documents as it deems appropriate in allotting newly issued ordinary shares. Nevertheless, in such case, the Company and/or the Subscription Agent shall have the right to consider it as a waiver of the existing shareholder to subscribe for the newly issued ordinary shares, and the Company and/or the Subscription Agent shall reserve the right not to allot the newly issued ordinary shares to the existing shareholder. Any shareholder who does not submit for the subscription or does not submit it within the specified period, the Company shall consider it as a waiver of the shareholder to subscribe for the newly issued ordinary shares this time. 5) In the case that the allotment of newly issued ordinary shares in the first round or the allotment made to the existing shareholders, who oversubscribe, results in the foreign shareholders holding shares of the Company exceeding 49 percent of the total issued shares of the Company, or results in the shareholders who oversubscribe for newly issued shares triggering the mandatory Tender Offer requirements as provided in the Notification of

6 the Capital Market Supervisory Board No. TorJor. 12/2011 regarding Criteria, Terms and Procedures in Acquiring Securities for Business Take Over ( the Notification No. TorJor. 12/2011 ), the Company shall hereby reserve the right not to allot newly issued ordinary shares to such foreign shareholder/shareholders, whereby such foreign shareholders/ shareholders may not receive the allotment or may only receive a partial allotment of newly issued ordinary shares. And in such case, the Company shall not compensate for any damage to the shareholders, and such shareholders shall not claim for any damage from the Company. However, the Company, by the Subscription Agent, shall refund the money paid for the subscription for newly issued ordinary shares for the portion of unallotted shares or the shares not fully allotted (as specified in Clause 5.6). 6) The existing shareholders shall be responsible for any related expenses and bank s fees other than the Bill Payment fee (if any). 7) In the case that the existing shareholders receive the Certificate of Rights to Subscribe for the Newly Issued Ordinary Shares by more than one shareholder registration number, the existing shareholders must prepare the subscription documents in accordance with the number of the shareholder registration number for which they have received the Certificate of Rights to Subscribe for the Newly Issued Ordinary Shares; that is, only one set of subscription documents for one shareholder registration number. If the existing shareholders make a subscription with one shareholder registration number by combining rights to receive the allotment of newly issued ordinary shares of every shareholder registration number into a single entry or by specifying such details in a single set of the subscription documents, the subscribers may not fully receive the allotment of newly issued ordinary shares pursuant to their respective entitlements as per every shareholder registration number. And the Company and/or the Subscription Agent shall hereby reserve the right to allot the newly issued ordinary shares to the subscribers as it deems appropriate or not to allot the newly issued ordinary shares to such subscribers. 8) The Company hereby reserves the right to change the details of subscription method and subscription payment for newly issued ordinary shares or other conditions for subscription as it deems appropriate in case of any problem, obstacle or limitation in relation to the operation of the share subscription happened, and that is for the benefit of the subscription for newly issued ordinary shares of the Company. 5.4 Subscription Documents for Newly issued ordinary shares

7 Shareholders who subscribe for newly issued ordinary shares must submit subscription documents as follows: 1) A Subscription Form for newly issued ordinary shares (Enclosure No.2) that is accurately, completely and clearly filled including stating the number of shares that each shareholder intends to subscribe as stated in the Certificate of Rights to Subscribe for the Newly Issued Ordinary Shares as well as clearly specifying the number of oversubscribed shares that the shareholder intends to oversubscribe with the signature of the subscriber. In the case that the subscriber is a juristic person, there must be signature of the authorized person(s) of such juristic person affixed with the seal of such juristic person (if any). A shareholder can only submit one Subscription Form for the newly issued ordinary shares per one Certificate of Rights to Subscribe for the Newly Issued Ordinary Shares. 2) The Certificate of Rights to Subscribe for Newly Issued Ordinary Shares (Enclosure No.3) issued by Thailand Securities Depository Company Limited (the TSD ) as the share registrar of the Company and delivered together with this Certificate, via registered postal mail to the existing shareholders. The shareholders must separately complete one Subscription Form for newly issued ordinary shares per one Certificate of Rights to Subscribe for Newly Issued Ordinary Shares only. 3) Proof of Payment - Proof of payment through Bill Payment (original copy) (Enclosure No.4) (If the subscription payment for newly issued ordinary shares is made through Bill Payment), or - Personal cheque or bank cheque (cashier cheque) or bill of exchange (draft) (which can be collected by the Thai Clearing House in Bangkok only within 1 business day) through the method of Bill Payment system (Enclosure No.4). The original copy of Bill Payment Slip shall be attached as proof of payment. (Please specify full name and contact telephone number on the back of the proof of payment) 4) In the case that the subscriber intend to receives the refund of the money paid for the subscription for newly issued ordinary shares for the portion of unallotted shares or the oversubscribed shares not fully allotted via the Automatic Transfer System (ATS) to the bank account, please attach a copy of the first page of the passbook of saving or current account of Bangkok Bank Public Company Limited, Kasikorn Bank Public Company Limited, Krung Thai Bank Public Company Limited, Bank of Ayudhya Public Company Limited, Siam Commercial Bank Public Company Limited, United Overseas Bank (Thai) Public Company Limited, CIMB Thai Bank Public Company Limited, TMB Bank

8 Public Company Limited, or Thanachart Bank Public Company Limited only, provided that the name of the bank account must be as the same as the name of the subscriber of newly issued ordinary shares, together with signing certified true copy. 5) Required Documents for Identification - Thai individual person, a certified copy of identification card, government ID card, or state enterprise employee card that is not expired including signing certified true copy. In case that there is no identification card, attach a copy of any other official document containing the 13-digit identification number together with signing certified true copy. In case of changing first name/last name, which causes a disparity to the name of the shareholders as displayed in the Share Register Book as of Record date, 10 May 2018 or in the Certificate of Rights to Subscribe for Newly Issued Ordinary Shares, attach a copy of other documents issued by government agencies, such as marriage certificate, divorce certificate, or certificate of change of first name/last name, etc., together with signing certified true copy. - Individual alien, a copy of an alien certificate, or a copy of a valid passport together with signing certified true copy. - A juristic/legal entity registered in Thailand, a copy of the affidavit issued by the Ministry of Commerce, which is extracted not more than 3 months prior to the subscription date, with a signature to certify by the authorized person(s) of such juristic person and affix with the seal of such juristic person (if any) including a copy of identification card, government ID card, state enterprise employee card, alien certificate, or valid passport (in case of a foreign individual) (as the case may be) of such authorized person(s) of the juristic person, together with signing certified true copy. - A juristic/legal entity registered in foreign country, a certified copy of the certificate of incorporation, the memorandum of association, or the affidavit issued not more than 6 months prior to the subscription date, with a signature to certify by the authorized person(s) of such juristic person and affix with the seal of the juristic person (if any) including a copy of the alien certificate or passport (as the case may be) of such authorized person(s) of the juristic person, together with signing certified true copy. All certified copies of each of above documents must be notarized by a Notary Public, and then authenticated by an official of the Thai Embassy or the Thai Consulate in the country where the documents are prepared

9 or certified. Such Notary Public Certification and authentication shall be made not more than 6 months prior to the subscription date. 6) A power of attorney affixed with 30-Baht stamp duty (in the case of appointment of representative) including copies of identification cards of the subscriber and his/her representatives which are not expired, together with signing certified true copy (Enclosure No.6). 7) For the subscriber who intends to deposit the newly issued ordinary shares in the Issuer Account No.600 under the name of the subscriber, please fill in the required information in the Additional Subscription Documents Only for the Subscriber Wishing to Deposit the Securities in the Issuer Account form (Enclosure No.5). 5.5 Methods of Subscription and Subscription Payment for Newly issued ordinary shares Methods of subscription and subscription payment for newly issued ordinary shares Any existing shareholder who wishes to subscribe for newly issued ordinary shares must correctly, completely, and clearly fill in and sign the subscriber s signature in a Subscription Form for newly issued ordinary shares. The subscriber or his/her representative must submit subscription documents and make a full subscription payment according to the number of subscribed shares at the Subscription Agent within the subscription date and time, and pay for the subscription for newly issued ordinary shares by any one of the methods as follows: Payment made by wire transfer (such payments must be made in full; payment with cash is not accepted) The payment by wire transfer can be made payable to Subscription Account for Simat Technologies Public Company Limited, Kasikorn Bank Public Company Limited. The submission of subscription documents is available from 23 May 2018 to 30 May 2018 between a.m p.m. The existing shareholder must fill the information in the Bill Payment Form (Enclosure No.4) and submit the form at the teller counters of Kasikorn Bank Public Company Limited with completion of Ref.1 with the 10-digit shareholder registration number (as appeared in the Certificate of Rights to Subscribe for Newly Issued Ordinary Shares (Enclosure No.3) and Ref.2 with the identification number of ID card / Passport / Work Permit. - The Company reserves the right not to accept any payment in cash for the subscription. - Please deposit/transfer money in one time for 1 Share Subscription Form, whether for the subscription according to Rights Offering or less than Rights Offering and for the subscription exceeding Rights Offering Payment made by personal cheque or cashier cheque or bill of exchange (draft) (dated between 23 May 2018 to 25 May 2018 only) through the method of Bill Payment system)

10 Personal cheque or bank cheque (cashier cheque) or bill of exchange (draft) shall be cleared by Thai Clearing House in Bangkok within 1 business day of the date of the cheque only, crossed to a dedicated account (Account Payee Only) payable to "Subscription Account for Simat Technologies Public Company Limited ". The cheque must be dated between 23 May 2018 to 25 May 2018 and deposited into the account of "Subscription Account for Simat Technologies Public Company Limited ", Kasikorn Bank Public Company Limited. The existing shareholder must fill the information in the Bill Payment Form (Enclosure No.4) and submit the form at the teller counters of Kasikorn Bank Public Company Limited only with completion of Ref.1 with the 10-digit shareholder registration number (as appeared in the Certificate of Rights to Subscribe for Newly Issued Ordinary Shares (Enclosure No.3) and Ref.2 with the identification number of ID card / Passport / Work Permit. - Deadline for subscription in case of payment by personal cheque or bank cheque (cashier cheque) or bill of exchange (draft) is from 23 May 2018 to 25 May 2018 between a.m p.m. - Please pay personal cheque, bank cheque (cashier cheque), or bill of exchange (draft) in 1 cheque/draft for 1 Share Subscription Form, whether for the subscription according to Rights Offering or less than Rights Offering and for the subscription exceeding Rights Offering - Please specify the share registration number (as shown in the Certificate of Rights to Subscribe for the Newly issued ordinary shares (Enclosure No.3)), full name, and contact telephone number on the back of the proof of payment. To facilitate the subscription payment, the Bill Payment form is attached herewith (as shown in Enclosure No.4). 5.6 Refund of Subscription Payment for Newly Issued Ordinary Shares to the Existing Shareholder Who is Not Fully Allotted the Oversubscribed Shares According to the Oversubscription Amount or Violates the Subscription Conditions In the case that the shareholder notified his/her intention to subscribe for newly issued ordinary shares more than Rights Offering and fully paid for both of the subscription portion according to Rights Offering and the subscription portion of Excess Right, but is not allotted the newly issued ordinary shares for oversubscription amount or not fully allotted the oversubscription amount, or in the case that the shareholder fully paid for the subscription for newly issued ordinary shares, but is not allotted the newly issued ordinary shares because of violating the subscription conditions, the Company, by the Subscription Agent, shall refund the money for the portion of unallotted shares or the shares not fully allotted without any interest and damages charged, within 7 working days after the end of the subscription period by way of transferring the money to the bank account (ATS) as

11 designated by the subscriber in the Subscription Form. In case of the Company cannot refund the money for the portion of unallotted shares or the shares not fully allotted within 7 working days after the end of the subscription period. The Company is responsible to refund that money and pay the interest at the rat 7.50 percent per year to the unallotted shareholders by calculate from the refund amount with the days since after 7 working days after the end of the subscription period until the refund day Nevertheless, in the case of the inability to return the subscription money for the portion of unallotted shares or the shares not fully allotted according to the oversubscription amount by way of transferring the money to the bank account (ATS) as designated by the subscriber in the Subscription Form for newly issued ordinary shares under any circumstance beyond the Subscription Agent s control, the Subscription Agent shall proceed to refund the money for the portion of unallotted shares or the shares not fully allotted according to the oversubscription amount by issuing a crossed cheque payable only to the name of the subscriber and delivering such cheque via a registered mail to the address appeared in the shareholders database of the Company in accordance with the Share Register Book as of Record date, 10 May In case of the refund made by cheque, the subscriber shall be responsible for the fee charged by the different clearing house or the fee charged in relation to the bank cheque (if any). Under any circumstance, once the transfer of the subscription money for the portion of unallotted shares or the shares not fully allotted according to the oversubscription amount is made to the bank account of the subscriber, via ATS, as specified in the Subscription Form for newly issued ordinary shares, or a cheque is made payable to the subscriber and delivered via a registered mail to the address appeared in the shareholders database of the Company in accordance with the Share Register Book as of Record date, 10 May 2018, it shall be deemed that the subscriber has duly received the refund of the subscription payment for the portion of unallotted shares or the shares not fully allotted according to the oversubscription amount, and the subscriber shall no longer be able to claim any interest and/or damages from the Company and/or the Subscription Agent. 5.7 Waive the Subscription Any shareholder who does not exercise his/her right to subscribe, or does not exercise the right to subscribe within the specified period, or fails to make payment within the specified date and time, or the Company and/or the Subscription Agent are unable to collect the subscription payment for newly

12 issued ordinary shares within the specified period, the Company may consider it as a waiver of a shareholder to subscribe for newly issued ordinary shares this time. 5.8 Delivery of Newly Issued Ordinary Shares In the case that the subscriber intends to deposit the shares in the account of the securities company where the subscriber has a trading account with, the Company shall proceed to deposit the allotted shares in the account of Thailand Securities Depository Company Limited for Subscribers operated by the TSD, and the securities company shall record the number of shares deposited and issue an evidence of deposit to the subscriber within 15 business days after the end of the subscription period. In this case, the subscriber shall be able to sell the allotted shares on the Stock Exchange of Thailand (the SET ) as soon as the SET allows the Company s shares to be traded on the SET In the case that the subscriber intends to deposit the shares in the Issuer Account No.600, the Company shall proceed to deposit the allotted shares in the account of Thailand Securities Depository Company Limited, whereby the TSD shall record the number of shares deposited under the name of the subscriber and issue an evidence of deposit to the subscriber within 15 business days after the end of the subscription period. In this case, the subscriber shall be able to sell the allotted shares on the SET after the SET allows the Company s shares to be traded on the SET only when the subscriber has transferred the shares out of the Issuer Account No.600 into his/her own trading account. And if the subscriber wishes to withdraw such shares, he/she can contact the TSD, but, be subject to the withdrawal fee specified by the TSD (the subscriber must completely fill in the required information in the Additional Subscription Documents Only for the Subscriber Wishing to Deposit the Securities in the Issuer Account form (Enclosure No. 5) and submit them together with the Subscription Form for newly issued ordinary shares In the case that the subscriber wishes to receive the Share Certificate under the name of subscriber, the TSD, as the Company s registrar, shall deliver the Share Certificate according to the number of allotted shares to the subscriber via a registered mail to the name and address appeared in the shareholders database of the Company in accordance with the Share Register Book as of Record date, 10 May 2018 within 15 business days after the end of the subscription period. In this case, the subscriber shall not yet be able to sell the allotted shares on the SET until receiving the Share Certificate, and the subscriber may receive the Share Certificate after the Company s shares are approved to be traded on the SET.

13 In the case that the subscriber does not specify a delivery method for the Company to deliver the security in the Subscription Form for newly issued ordinary shares, the Company shall reserve the right to issue the Share Certificate to the subscriber as mentioned above in Clause Other Important Information for the Subscription for Newly issued ordinary shares The existing shareholder who makes a subscription shall receive a receipt issued and signed by the Subscription Agent s officer as an evidence for the subscription for newly issued ordinary shares The existing shareholder who doesn t subscribe the newly issued ordinary shares or does not pay the subscription amounts within the specified period or personal cheque, cashier cheque, or draft cannot be cleared by the payment date. The Company may consider it as a waiver of a shareholder to subscribe the newly issued ordinary shares The name of the subscriber and the owner s name of the trading account must be identical. If it is another person s trading account number, the deposit of newly issued ordinary shares into the account cannot be made. For such case, the Company shall reserve the right to deliver such newly issued ordinary shares by issuing the Share Certificate under the name of the subscriber and delivering to the subscriber to his/her contact address specified in the Share Subscription Form within 15 business days after the end of the subscription period (the case of Share Certificate). In this case, the subscriber shall not yet be able to sell the allotted shares on the SET until receiving the Share Certificate, and the subscriber may receive the Share Certificate after the Company s shares are approved to be traded on the SET, and the Company shall not be responsible for a delay in any cases If the number of shares that the shareholder specifies in the Subscription Form for newly issued ordinary shares exceeds the amount of payment received by the Company, the Company shall hereby reserve the right to allot the shares according to the amount of money the Company receives for the subscription payment If the number of shares that the shareholder specifies in the Subscription Form for newly issued ordinary shares is less than the amount of payment received by the Company, the Company shall reserve the right to discreetly allot the newly issued ordinary shares to each shareholder as it deems appropriate The shareholder who exercises his/her subscription right must correctly specify the code/number of the securities company (as listed on the back of the Subscription Form) where the shareholder has a trading account with, and the trading account number to which the shareholder wishes the allotted shares to be transferred. The name of the trading account specified in the Subscription Form must be identical with the name of the subscriber. If identifying the code/number

14 of the securities company or the trading account number incorrectly, or specifying another person s trading account number, the deposit of the newly issued ordinary shares into the trading account cannot be made. In that regard, the Company shall not be responsible for any loss or delay in retrieving the newly issued ordinary shares, and the Company shall hereby reserve the right to deliver such newly issued ordinary shares by issuing the Share Certificate according to the number of allotted shares under the name of the subscriber and delivering the Share Certificate to the name and address appeared in the shareholders database of the Company in accordance with the Share Register Book as of Record date, 10 May 2018 within 15 business days after the end of the subscription period. The Company shall not be responsible in case of the shareholder not being able to sell the allotted shares on the first trading day. 6. Objectives of the Capital Increase and Plans for Utilizing Proceeds Received from the Capital Increase To apply the funds from the capital increase to invest in common shares of Hinsitsu (Thailand) Co., Ltd., which engages in Silkscreen Printing on the electric control panel of electric appliances, to repay on short-term loan, to invest in machineries of Label printing and Silkscreen printing business, to expand the internet network of Broadband business and to invest in business acquisition that may arise in the future. 7. Benefits Which the Company Shall Receive from the Capital Increase/Share Allotment 7.1 To increase the working capital and liquidity to the business operation and expansion of business. 7.2 To enhance the capital structure of the Company. 8. Dividend Policy and Rights to Receive Dividends. 8.1 Dividend policy The Company has a policy to pay dividend of not more than 50 per cent of net profit after deducting corporate income tax and legal reserve, and only in the case that the Company has not retain losses and has a good financial liquidity. 8.2 Shareholders rights The subscribers for the newly issued ordinary shares who are allotted shall be entitled to receive dividends from the Company s operation. 9. Other Necessary Information for Consideration of Investing in the Newly Issued Ordinary Shares - None

15 Part 2: Information of the Company 1. Name and Address of the Listed Company Name : Simat Technologies Public Company Limited ( the Company ) Address : No. 123, Soi Chalongkrung 31, Ladkrabang Industrial Estate, Chalongkrung Road, Lamplatew sub-district, Ladkrabang district, Bangkok Tel : Fax : Nature of Business Business Structure Total IT Solution Business Wholesale of Production and Computer Sales of Hardware Software Development Sales of Label Hardware in Maintenance Cloud Solution Product Malaysia Services Simat Technologies Simat Soft Simat Label E-Tech IT SDN, BHD. Parent Company Subsidiary Subsidiary Subsidiary (shareholding 100%) (shareholding (shareholding 86%) 60%) Broadband Internet Business Simat Technologies Parent Company Nature of Products or Services Total Information Technology Solution Services The Company provides services of the Total Information Technology Solution by sales of computer hardware, software development and nationwide maintenance services. The target customer groups are the retail business, warehouse, logistics, manufacturing and government project which require the efficient information collection technologies. (1) Group of hardware products and software sold together with said hardware. Principal hardware products that the Company provides are mobile or hand-held computers and devices that support barcode and RFID technologies. Hardware devices that the Company provides have operating system for stand-alone usage. The Company has developed particularized software which is MobileNet system. This software enables hand-held computers of the Company to connect with customer s database and other computers from long distance. Typically, the Company will sell MobileNet together with hardware of the Company. (2) Group of software products engaged by Simat Soft (subsidiary) focus on software development by design and analysis the program based on the need of particular customers (customized software) including with the software relating to the information

16 technologies which help gather information real time and accurate especially the information about inventories or any other assets with a large number of items and difficult to audit and help organization to manage business efficiently. Simat Soft has the tax privileges under BOI for exemption of corporate income tax for 8 years. BOI and SIPA has the policy to support either government or private sector to develop software to support the expansion of IT market. (3) Business of maintenance service providing for hardware device and software sold by the Company and also maintenance of customers computer devices used with products sold by the Company. (4) The service of Software for management of logistic business with cloud solution under the brand SKY FROG. The target customer is the transport and logistics business. Manufacturing and sales of label product Label business is engaged by Simat Label (subsidiary) to provide services of design, develop and conversion of printed objects with glue for customer in manufacturers of electric appliance and electronics with provision and development of specific raw materials and design of production process to meet the specific requirements of the customer need. Revenue is continuous revenue from customer's repetitive order / The order increases as the customer's sale increases since the printed object with glue is attached at the customer's product / Profit is higher than sales of low grade or low price label as the company's product is unique by customer's need such as heat resistance, elastic or low level of tolerance. The target customer group is the manufacturers of smart phones, electric appliances and electronic parts. Wholesale of computer hardware in Malaysia Wholesale of computer equipment includes computer, notebook, printer and others with big project sales such as government or multinational companies in Malaysia. This business is engaged by E- Tech IT SDN BHD (subsidiary) in which the Company holds 60% of the subsidiary s shares. The subsidiary is the official dealer of the well-known computer manufacturers such as Lenovo, Hewlette Packard, etc. The subsidiary sells computer equipment including desktop computer, notebook, printer and others under the big project to either government project or multinational companies in Malaysia with direct sales or indirect sales through the system integrator or SI. The target customers are the government and multinational companies such as financial institutions and retail business. Broadband business Broadband business which provides the hi-speed internet through optical fiber network (FTTx) for city of Nakornratchasima, Chiangmai, Khonkaen and Bangkok Metropolitan under the brand of Sinet. The target customers are home-use consumer and Small and medium enterprise (SME). Industrial Outlook and Competitive Environment IT Market in Thailand Thailand Information Technologies market can be divided into 3 major categories: (1) Computer hardware market which comprise of all kinds of computer devices such as desktop computer, notebook, printer, scanner, monitor, etc., (2) Computer software market which refers to the computer program market, both in form of packaged software program and programs developed for specific purposes (outsourced software), (3) Computer services market such as computer lease, hardware consultant, data analysis, database related activities, and other activities related to computer.

17 The economy recession effects to the consumption for both consumer and entrepreneur. Many companies want to reduce their cost by postpone or downsize the investment in Information Technology. However, the trend of using IT to reduce the work process and add value to business is increasing as well. The government also encourages the development of digital economy or the framework of development to digital social and economy for year to determine the direction of digital economy development. The framework of development to digital social and economy will enhance the application of information technology for development of infrastructure, innovation, information, workforce and other resources in order to drive the national social and economic development sustainably which is a major factor for the growth of information technology industry of Thailand. The consumption and investment of IT market in Thailand is expected to grow at 3.7% per year ( ) and the market value is reaching at USD 13.6 billion in Most of the market is sale of hardware following by IT services and software. The demand of hardware was shrink at 03% since the companies tightened their expenditure budget and focus on optimization of work process while the IT services and software were growing more at 88% and 11.6%, respectively. The overall growth of Thailand IT market is at 6.3% with the growth rate of hardware, software and IT services at 1.9%, 9.0% and 11.0%, respectively. In addition, there is a trend toward the investment for improvement of infrastructure system including the development of software application to accommodate the change in market demand with the fast internet connection. Some organizations using the outsource service of infrastructure such as data center. The overall market of IT service is USD 2.77 billion at end of 2014 and expects to reach at USD 3.04 billion in 2016 and USD 4.01 billion in 2019, respectively. The 3 major market players are CDG, MFEC and LOXLEY which have market share of 40%, 12% and 11%, respectively. The revenue of the Company s IT solution business in year 2016 decreases continuously due to the economy recession that caused many customers to delay of investment. Moreover, the hardware market is high competition, cheap price, low margin that caused the customer to reduce the maintenance contract. In , the Company has the below strategies: 1. To downsize the business by reducing and transferring employees to Broadband internet business and to maintain good margin customer groups.

18 2. To adjust more value-added service other than the maintenance but also installation services. 3. To focus more on project base from both private and government sector. The Broadband Business in Thailand Fixed Broadband Internet Market Number of internet subscribers At end of quarter 3/2017, there were 7,884.6 thousand subscribers which increased from prior quarter about 1.2%. With consideration of penetration rate of hi-speed internet, there was an increasing trend by 36.97% of household at end of quarter 3/2017 which increased from prior quarter about 1.2%. IDC research (Thailand) found that xdsl internet connection has the most portion at 59.94% of total connections following by fiber optical at 21.25%, cable broadband at 16.62% and others at 2.18%. Fiber optical is increasing while xdsl is declining. Market structure, market share and competition level The fixed broadband internet has 3 major players who are True Internet, TOT and 3BB. - At end of quarter 3/2017, True had the biggest market share at 37.9%, 3BB at 33.4%, TOT at 17.3%, AWN at 6.1% and others at 5.4%

19 Market share of hi-speed internet - HHI index of Hi-speed internet market is constant at 2,911 at end of quarter 3/2017. In Quarter 3/2017, the total revenue of hi-speed internet was Baht 16,800 million which increases from prior quarter about 1.2% and the average package price is Baht 642 per month which decreases from prior quarter about 1.7% and the average price is at Baht 0.04 per Kbps which equal to the prior quarter. The revenue of broadband internet business of the Company in 2017 increases continuously with the following factors: 1. The internet market is expanding every year at growth rate of 10 15%. 2. Fiber optic internet connection type is growing highly and replacing the old type of connection which is xdsl. In year 2018, the Company has strategies for broadband internet business as below: 1. The Company focuses on improving and maintaining internet quality and installation and maintenance service which are the core competency of the business. 2. The Company market positioning is focusing on high internet quality and high standard of service with affordable price rather than low price marketing.

20 3. As the Company s brand is new, the Company focuses on penetration strategies by using of direct sale employees, local marketing activities and local dealer sale. Label market for electronic and electrical appliances manufacturing Electrical Appliance Industry The production of electrical appliance for the year 2017 decreased 3.06% from prior year including Air Condition, Compressor, Fan, Refrigerator, Microwave, Boiler and Rice Cooker due to the decrease in domestic demand and the international demand while there is an increase in export of the Circuit Breaker and component, Electrical switch and control and refrigerator in US, China, EU, Japan and ASEAN Market. The Trend of Electrical Appliance Industry for 2018 In year 2018, it is expected that the production and export of electrical appliances shall be stable by minor increase about 1% and 3%, respectively, as domestic and international market is recovery. The product with trend of growth is Washing Machine, especially in US Market while the product with trend of decline is Air Condition as the decline in export to ASEAN market due to the high competition. Electronic Industry The production of electronic for the year 2017 increased 7.51% from prior year including Semiconductor, IC, HDD and PCBA due to the increase in world demand and increase in export to Japan, ASEAN, China, EU and US Market.

21 The Trend of Electronics Industry for 2018 In year 2018, it is expected that the production of electronics shall increase by 5% and the export to the main market shall increase by 7%. The product with trend of growth is IC which it is the important parts to develop component parts of Smart Phone and Tablet with high technology. The Company s label business is growing highly and persistently for three consecutive years, especially, the label product for customer in smart phone manufacturing which represents 50% of total revenue. It is expected that the smartphone market is growing continuously and continue to high growing further. Risk Factors Total IT Solution Business Risk from economy recession and the change of market demand Nature, cause, effect, trend and action taken - The economy recession effect the IT Solution business by reduction of purchase orders together with the trend of low pricing hardware makes the customer not interested in maintenance contract. - This may cause reduction in revenue and net profit. - In 2017 and 2018, the Company has downsized this business to match with the current market by transferring personnel to the well growing broadband internet business and to maintain some good margin customer groups. Label Business Risk from relying on major customer group Nature, cause, effect, trend and action taken

22 - The Company supplies label product to the main customer group which is smartphone manufacturer about 50% of total revenue. - If this customer group is discontinued, it will effect to the revenue and net profit. - In 2017 and 2018, the Company has expanded this business to other customer group such as electric appliance. The Company targets to have sale proportion of other customer group rather than smartphone manufacturer at least 50% of total revenue. Broadband Internet Business Risk from competition Nature, cause, effect, trend and action taken - Currently, the business of providing hi-speed broadband internet is highly competitive since competitors invested to expand the fiber optic network in many coverage areas, especially, the major telecommunication provider who provides both mobile internet and fixed broadband and to penetrate the market by low pricing strategy. - This may cause the reduction of the Company s internet subscribers and effect to revenue and net profit. - In 2017 and 2018, the Company pays attention to improve and maintain the high quality of internet network as well as the installation and maintenance services which are the core competency of this business. The Company has the market positioning on high quality internet at affordable price rather than low pricing. Risk from limitation of liquidity and source of fund Nature, cause, effect, trend and action taken - Broadband internet is the business that requires high investment for network expansion and installation per new subscriber. The average payback period per each subscriber is around month. If the new subscribers per month increase so much, the Company may have a liquidity problem. - In 2017 and 2018, the Company has 2 financing plans: Investment of terminal units at customer site which are optical network unit (ONU) and router will be financed by leasing company

23 Investment of fiber optic wiring for both equipment and labor cost will be financed by financial institution Risk factor of subsidiary s business in Malaysia - Risk associated with low margin business The nature of subsidiary s business in Malaysia emphasizes on the sales and services to large clients with high volume, resulting in low gross margin about 5 7% which may impact the performance significantly. The management was aware of the associated risk and adjusted the marketing strategy by focusing on providing sales and services with more value-added. - Risk from the dependency on government projects At present, total revenue under subcontractor for government projects is approximately 75% of total revenue with the following risks: (1) The volatility of income The revenue of subsidiary could be volatile, depending on amount and size of projects granted. In the event that the government stimulates delays or cancels projects related to information technology, future revenue of the Group may be fluctuated accordingly. However, management believed that the need for information technology from the government would be going on, both for installation and improvement services. In addition, the projects servicing to government units are mostly on contract for 3-year period. Therefore, a subsidiary would be able to manage the procurement of new projects to replace the expiring ones. Moreover, a subsidiary has planned to decrease its dependency on government by emphasizing on large private corporate in banking, financial and insurance sectors, including educational institution. (2) The long outstanding trade receivables Generally, government has a relatively long period to complete a certain process on project delivery and payment. A subsidiary had a long collection period of days. The further delay of receivables payment may cause the subsidiary lacking of working capital, adversely affecting its liquidity and increasing interest payment. However the management improved the handling of government projects by sending