Ocean Commerce Public : Information Summary ALPHAX-W4

- Information Memorandum -

Description, Condition and Major Characteristics of Warrants to purchase ordinary share of ALPHA

DIVISIONS Public Company Limited (ALPHAX-W4)

Number of Warrants		191,336,627 units
Underlying Shares		191,336,627 Shares
Allocation of Warrants	Allot to the existing shareholders of the Company at the ratio of 10 ordinary
					shares to 1 unit of Warrant. The shareholders whose entitle the right to receive
					the warrant have to be on the list of shareholders on July 4, 2022 (Record
					Date).
Major Holders		As of July 7, 2022
	No.				Name			No. of Warrants			% of present listing
								Warrants
1.		Mr.Teera Chutivarapon	28,959,000.00		15.14%
2.		Tangsakprasert Group
			Mrs.Ungyong Tangsakprasert	6,620,000.00		3.46%
			Mr.Tawatchai Tangsakprasert	4,147,092.00		2.17%
			Mr.Poramate Tangsakprasert	1,451,050.00		0.76%
			Mr.Apinat Tangsakprasert	363,380.00		0.19%
			Total 4 list				12,581,522.00		6.58%
3.		Ms.Busayakon Yangtrong	12,435,000.00		6.50%
4.		Mr.Kitti Tikkapanyakul	6,400,000.00		3.34%
5.		Naksorn Group
			Mr.Chakrit Naksorn	2,274,202.00		1.19%
			Mrs.Pratana Naksorn	1,658,788.00		0.87%
			Ms.Sutida	Naksorn	1,295,906.00		0.68%
			Ms.Jittima	Naksorn	631,683.00		0.33%
			Mr.Archan	Naksorn	176,843.00		0.09%
			Total 5 list				6,037,422.00		3.16%
6.		Tangkananon Group
			Mr.Prasertchai	Tangkananon	5,000,000.00		2.61%
			Mr.Prasitchai Tangkananon	196,000.00		0.10%
			Mr.Phattaphon Tangkananon	100,000.00		0.05%
			Mrs.Somjai Tangkananon	28,000.00		0.01%
			Ms.Thawanhathai Tangkananon	2,000.00		0.00%
			Total 5 list				5,326,000.00		2.78%

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	No.			Name			No. of Warrants			% of present listing
							Warrants
7.			Mr.Chatri Dechawalikul	5,060,150.00		2.64%
8.			Singsa Group
				Mr.Thitipoom Singsa	3,488,300.00		1.82%
				Ms.Nisitha Singsa	77,000.00		0.04%
				Total 2 list	3,565,300.00		1.86%
9.			Sak Narula Group
				Mr.Kawin Sak Narula	2,410,880.00		1.26%
				Mr.Thepharit Sak Narula	844,000.00		0.44%
				Mrs.Suthisa Sak Narula	42,250.00		0.02%
				Ms.Krittiya Sak Narula	24,500.00		0.01%
				Total 4 list	3,321,630.00		1.74%
10.			Ms.Parichart Tanchawanit	2,995,000.00		1.57%
11.			Others	104,655,603.00		54.70%
				Total	191,336,627.00		100.00%

Remark : It grouped by last name only.

Exercise Right of Warrants	1.	Exercise Date
		Warrant holders can exercise their rights to purchase ordinary shares only
		once after 9 months from the date of issuance of the warrants. ("Warrant
		Exercise Date" or "Last Exercise Date") which falls on April 5 , 2 0 2 3
		because April 6 , 2 0 2 3, which is the expiration date of the Warrants, is a
		holiday. without be called to exercise the right to convert before the
		deadline.
		In the event that the exercise date falls on the Company's holiday, each
		exercise date shall be postponed to a business day prior to the exercise
		date of the Board of Directors. or the Board of Directors of the Company or
		the Chief Executive Officer and/or the person assigned by the Board of
		Directors. or the Board of Directors of the Company is the person who
		determines the last exercise date.
	2.	Warrant holders may exercise their right to purchase newly issued ordinary
		shares under the warrants they hold in whole or in part. For the remaining
		warrants that are not exercised within the last exercise date The Company
		will assume that the warrant holder does not wish to exercise the right
		under such warrant, and it shall be deemed that such warrants are invalid
		without the exercise of rights.

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3. Period for the Notification of the Intention to Exercise the Warrants

Hold warrants who wish to exercise the right to purchase the Company's ordinary shares Must notify the intention to exercise the rights to purchase the Company's ordinary shares between 9.00 - 15.30 hrs. within 15 days before the last exercise date. (hereinafter referred to as "Last time for notification of intent to exercise the right")

The Company will close the register book to suspend the transfer of the Warrants 2 1 days before the last exercise date and the SET will post a temporary prohibition sign (SP) 2 business days before the Warrant registration book closing date. In the event that the closing date of the register book falls on the Company's holiday, it shall be postponed to the previous business day.

Notification about the exercise of rights Exercise ratio price to purchase ordinary shares Exercise period and the period for notifying the intention of the last exercise of rights. The Company will notify such details at least 14 days prior to the date of book closing through the SET's information dissemination system (SET Link) and send the details to the Warrant Holders according to the names appearing in the Warrant Holders' register book. Warrants as of the last registration book closing date via registered mail.

Adjustment of Exercise Price and Exercise Ratio

The Company will adjust the exercise price. and the exercise ratio for the purchase of ordinary shares throughout the life of the warrants when any of the following events occur The objective is to preserve the benefits of the warrant holders not to be less than before.

1. When the Company changes the par value of its ordinary shares as a result of the split or consolidation of its issued sharesThe adjustment of exercise price and exercise ratio shall be effective immediately when the par value is effective as published through the electronic information disclosure system of the SET from the date of the change in the par value of the Company's ordinary shares.

a. The exercise price will be changed according to the calculation formula as follows:

Price 1 =

[Price 0] x [Par 1]

[Par 0]

b. The exercise ratio will change according to the calculation formula as follows:

Ratio 1 =	[Ratio 0] x [Par 0]
	[Par 1]
By
Price 1	is	New exercise price after the change
Price 0	is	Existing exercise price before the change
Ratio 1	is	New exercise ratio after the change
Ratio 0	is	Existing exercise ratio before the change
Par 1	is	The par value of ordinary shares after the change

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Par 0

is

The par value of the ordinary shares before the change

"Price per share of newly issued ordinary shares" is calculated from the total amount the Company will receive from the offering of ordinary shares. divided by the total number of newly issued ordinary shares.

1. When the Company offers any newly issued shares at a price less than 9 0 percent of the share price calculated in accordance with the method used at the market price at the time of the offering of those shares ,or at the market price preceding the offering.
   Change of Exercise Price and Exercise Ratio It will be effective immediately from the first day that the purchaser of the ordinary shares will not be entitled to subscribe for the newly issued ordinary shares. (the first day that the SET announces to post the XR sign) in the case of an offering to the existing shareholders (Rights Issue) and/or the first day of an offering of newly issued ordinary shares to the public and general investors and/or which is an offer for sale to a private placement, as the case may be.
   Addition, in the event that the newly issued ordinary shares are offered at the same time for more than one price in the offer to sell under the condition that they must be subscribed together The number of shares and every offering price shall be used to calculate the average price per share of newly issued ordinary shares. but in the case where such concurrent offering is not subject to the conditions to be subscribed together Only the number of shares and the offering price lower than 9 0 percent of the "Market Price of the Company's
   Ordinary Shares" shall be used to calculate the average price per share of the newly issued ordinary shares only.
   The average price per share of newly issued ordinary shares is calculated from the total amount that the Company will receive from the IPO minus the offering cost divided by the total number of newly issued ordinary shares at that time.
   "Market price per share of the Company's ordinary shares" means the market price as determined by the
   Board of Directors. for the benefit of considering that offering for sale of newly issued securities this time It has the characteristics of an offering for sale of newly issued shares at a low price. in accordance with the rules and procedures prescribed in Clause 2(2) Notification of the SEC Office No. SorJor. 39/2551 regarding the calculation of the offering price of securities and the determination of the market price for consideration of the offering of shares issued New at a low price, dated 2 4 December 2 0 0 8 ( including those that will be amended or replaced in the future).
   In can't case you find "Market price of the Company's ordinary shares" because the Company's ordinary shares do not trade during that period. The company will set a fair price for use in the calculation instead.
   "Fair price" means the price assessed by a financial advisor approved by the SEC Office.
   " Calculation Date" means the first date that the purchaser of the Company's ordinary shares will not be entitled to subscribe for newly issued ordinary shares in the event of an offering to the existing shareholders (Rights Issues) and/ or the first day of the offering of newly issued ordinary shares In the case of an offering to the general public and/or in the case of an offering to a limited person (depending on the case)

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a. The exercise price will be changed according to the calculation

formula as follows:

Price 1 =	Price 0 [ (A2x MP) + B2X ]
	[ MP (A2 + B2)]

b. The exercise ratio will be changed according to the following formula:

Ratio 1 =	Ratio 0 [ MP (A2	+ B	2)]
	[(A2 x MP) +B2X ]

By

Price 1	is	New exercise price after the change
Price 0	is	Existing exercise price before the change
Ratio 1	is	New exercise ratio after the change
Ratio 0	is	Existing exercise ratio before the change
MP	is	"Market price per share of the Company's ordinary shares"
A2	is	The number of fully paid-up ordinary shares as of the day prior
		to the closing of the share register book for the right to
		subscribe for newly issued ordinary shares In the case of
		offering ordinary shares to the existing shareholders and/or the
		day before the first day of the offering of newly issued ordinary
		shares In the case of an offering of ordinary shares to the
		public and investors and/or in the case of an offering of
		ordinary shares to a private placement, as the case may be
B2	is	The number of newly issued ordinary shares offered for sale to
		the existing shareholders and/or offered to the public and
		general investors and/or in the case of an offering of ordinary
		shares to a private placement, as the case may be
B2X	is	Amount to be received after deducting expenses (if any) from
		the issuance of newly issued ordinary shares that are offered
		to the existing shareholders and/or offered to the public and
		investors and/or in the case of Offering ordinary shares to
		specific investors as the case may be

1. When the Company offers to sell convertible bonds or newly issued warrants by determining the price or calculating the average price per share of newly issued ordinary shares to support the convertible bonds or warrants less than 9 0 percent of the share price calculated using the market price method at the time of offering convertible bonds or warrants

Change of Exercise Price and Exercise Ratio It will be effective immediately from the first day that the purchaser of the ordinary shares will not be entitled to subscribe for any newly issued securities. which gives the right to convert into ordinary shares or the right to purchase ordinary shares (the first day that the SET announces to post the XW sign) for the case of an offering to the existing shareholders (Rights Issue) and/or the first day of an

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