Surapon Foods Public : Restructuring of Subsidiary Companies in Company's Group and Establishment of New Subsidiary Company

Ref. No. Admin. 018 / 2022

July 21, 2022

The President

The Stock Exchange of Thailand

Subject: Restructuring of Subsidiary Companies in Company's Group and Establishment of New Subsidiary Company

Surapon Foods Public Company Limited (or "SSF") hereby informs that Board of Directors (or "The Board") at the meeting no. 3/2022 on July 21, 2022 has passed the unanimous resolution to approve the restructuring of subsidiaries companies by merging two subsidiary companies; namely Surapon Aquaculture Company Limited and Chantaburi Marine Farm Company Limited, and then establishing the new subsidiary company instead. Important details are as follows:-

1. General Information of Subsidiary Companies before Merging

1. Surapon Aquaculture Company Limited (or "SAC")
2. 1. Establishment in June 15, 1988.
   2. Most assets are lands for agriculture in Chantaburi province, which have no business activity.
   3. Registered capital amounts to Baht 21,250,000 which is divided into 3,400,000 shares with par value of Baht 6. 25 per share. The whole amount of registered capital is fully paid up.
   4. Shareholding structure is comprised of four shareholders; SSF amounts to 3,229,994 shares or 95. 00% of total shares, Mr. Montai Chulatitta amounts to 170,000 shares or 5.00% of total shares, Mr. Sorapon Vongvadhanaroj amounts to 3 shares, and Mrs. Soraya Sorakraikitikul amounts to 3 shares respectively. In case of Mr. Sorapon Vongvadhanaroj and Mr. Montai Chulatitta are considered as the related persons due to they are currently performing as the management of SSF.
3. Chantaburi Marine Farm Company Limited (or "CHAMF")
4. 1. Establishment in June 18, 1990.

1. Most assets are agricultural lands in Chantaburi province for rent to another non- related person.
2. Registered capital amounts to Baht 86,350,000 which is divided into 7,850,000 shares with par value of Baht 11.00 per share. Paid-up registered capital amounts to Baht 79,590,000.
3. Shareholding structure is comprised of three shareholders; SSF amounts to 7,706,000 shares or 98. 17% of total shares, Surat Seafoods Company Limited (one of SSF's subsidiary company, which SSF holds 95.00% of total shares) amounts to 143,975 shares or 1.83% of total shares, Mr. Sorapon Vongvadhanaroj amounts to 25 shares. In case of Mr. Sorapon Vongvadhanaroj is considered as the related person due to he is currently performing as the management and the shareholder of SSF.

2. Details of Establishment of New Subsidiary Company

After merging SAC and CHAMF, the new subsidiary company shall be established with the main objective of managing and utilizing all SAC and CHAMF assets. Important details of the new subsidiary company are as followed:-

1. Registered capital amounts to Baht 107,600,000 which is divided into 17,216,000 shares with par value of Baht 6.25 per share. Paid-up registered capital amounts to Baht 100,840,000.
2. All assets shall be transferred from SAC and CHAMF.
3. Shareholding structure is comprised of five shareholders; SSF amounts to 16,792,554 shares or 97.54% of total shares, Surat Seafoods Company Limited (one of SSF's subsidiary company, which SSF holds 95.00% of total shares) amounts to 253,396 shares or 1.47% of total shares, Mr. Montai Chulatitta amounts to 170,000 shares or 0. 99% of total shares, Mr. Sorapon Vongvadhanaroj amounts to 47 shares, and Mrs. Soraya Sorakraikitikul amounts to 3 shares. In case of Mr. Sorapon Vongvadhanaroj and Mr. Montai Chulatitta are considered as the related persons due to they are currently performing as the management of SSF.

2.4 The Company shall further process the legal registrations with Department of Business Development, which shall be expected to complete in fourth quarter of the year 2022.

3. Expected Benefits of This Transaction

More efficient and flexible management among the Company's group as well as reduce administration and other relevant expenses.

4. The Board's Opinion concerning This Transaction

This transaction of restructuring internal operations in the Company's group is appropriate as well as shall not impact the Company's financial status and the shareholders' rights. This transaction shall not be considered as acquisition or disposal of assets under 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. The financial statements of the new subsidiary company shall be consolidated into the Company's consolidated financial statements. In addition, there is no director who has different opinion from the Board's opinion.

Please be informed accordingly.

Yours Faithfully,

Surapon Foods Public Company Limited

Mr. Patt Somchaikulsup

Authorized Information Discloser