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

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 consideration paid or received
	Value of Asset sold: 80,146,000 Baht
	Total Asset value: 379,230,420 Baht
	Equivalent to 21.13%
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)

T.R.V. Rubber Products Public Company Limited

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
		* Appraisal price of the land department.
Criteria used for determining	:	Price agreed between buyer and seller
sale price
Purpose and benefits	: To use the fund as a 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
Related party and Characteristics : None
and scope of stakeholders
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.

T.R.V. Rubber Products Public Company Limited

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.
Details of acquired asset	: Top Treat Co., Ltd. is a seller of machines, engines, mechanical
		equipment, labour-saving equipment, vehicle, electricity generator, and
		water pump, including all kinds of goods and all type of goods related to
		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 of the ordinary shares, the Company will
		increase Top Treat Co., Ltd. registered capital for more 19,000,000 Baht.
Source of fund	:	Cash flow of the Company

	T.R.V. Rubber Products Public Company Limited
Nature of transaction	: The transaction is not deemed a related party transaction of listed
	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
	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 has 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
Committee	transparent, 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