Thai Nondestructive Testing Public : Information Memorandum of TNDT-W1

Information Memorandum

Description, Condition

and Major Characteristics of Warrants of

Thai Nondestructive Testing Public Company Limited

No. 1 (TNDT-W1)

ข้อก�ำหนดว่าด้วยสิทธิและหน้าที่ของผู้ออกใบส�ำคัญแสดงสิทธิ1

THAI NONDESTRUCTIVE TESTING PUBLIC COMPANY LIMITED

- Information Memorandum -

Description, Condition and Major Characteristics of Warrants of

Thai Nondestructive Testing Public Company Limited No. 1 (TNDT-W1)

Number of Warrants

170,538,874 units

Underlying Shares

170,538,874 shares (with a par value of THB 0.50)

Remarks: The Annual General Meeting of Shareholders for the year 2022 held on April 25, 2022 resolved to approve the allotment of ordinary shares which reserved for the exercising of the Warrants No. 1 (TNDT-W1) to the existing shareholders of the Company in proportion to their respective shareholdings. Therefore, as of the date of the issuance of the Warrants (June 15, 2022), the shareholders who entitle to receive the Warrants are allocated in total 170,538,874 units.

Allocation of Warrants

allocated and offered the Warrants to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering) in a ratio of 4 existing ordinary shares to 1 unit of warrant with an offering price of THB 0 per unit (fractions of which will be rounded down). In this regard, the shareholders who have the right to receive the Warrants shall be the shareholders who has their name in the Company's share register book on May 31, 2022 (Record Date).

The person exercising the right to purchase shares of the Company under the warrants is not required to be a shareholder.

Major Warrant HoldersAs of June 15, 2022

	Name	No. of Warrants	% of Present Listing Warrants
1.	Ms. Chomduen	Satavuthi	58,002,060	34.01
2.	Mr. Krirkkiat	Satavuthi	6,405,000	3.76
3.	Mrs. Sansanee	Paripunyukhonthorn	6,232,500	3.66
4.	Mr. Suwat	Dangpibulskul	5,662,500	3.32
5.	Mr.Sirichai	Nuchitkhajornwuth	4,200,000	2.46
5. Mr. Janewit	Leungchareunkit	3,462,500	2.03
7.	Mr. Sompong	Wongkusonlerd	3,352,500	1.97

2 TNDT-W1

THAI NONDESTRUCTIVE TESTING PUBLIC COMPANY LIMITED

		Name	No. of Warrants	% of Present Listing Warrants
8.	Mr. Muangthong	Sathiensakpong	3,025,000	1.77
9.	Ms. Vajana	Sakulraemrung	2,961,000	1.74
10. Thai NVDR Co., Ltd.		2,540,267	1.49
Total Top 10 Major Shareholders	95,843,327	56.21
Others		74,695,327	43.79
Grand Total		170,538,874	100.00

Exercise Right of Warrants

1. Exercise Date

The Warrant Holders shall be entitled to exercise their rights under the Warrants to purchase Company's ordinary shares on the last business day of March, June, September and December of each calendar year throughout the term of the Warrants after the issuance date during 8.30 a.m. and 3.30 p.m. during the exercise period. In this respect, the first exercise date will be on the last business day of September 2022 (30 September 2022) and the last exercise date will be on June 14, 2025 (3 year after the issuance date). In the case that the last exercise date falls on a non-business day of the Company or SET, the exercise date shall then be the preceding business day prior to the last exercise date.

The remaining warrants after the exercise or non-exercise of rights on any exercise date, can be accumulated to be exercised on the next exercise date throughout the term of the Warrants. However, after the expiration of the warrants, any unexercised warrants will be canceled and terminated

The Warrants issued by the Company at this time does not require the Company to request the Warrant Holders to exercise their rights before the period specified under the Warrants.

2. Each Exercise of Conversion Rights

In exercising the right to purchase the Company's ordinary shares, Warrant Holders may exercise their rights to purchase 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 terminated without the exercise of rights.

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

The Warrant Holders who wish to exercise their rights to purchase ordinary shares of the Company shall deliver a notification of their intention to exercise the Warrants between 9.00 a.m. and 4.00 p.m. within the period of 5 business days prior to each Exercise Date (the "Notification Period"). In the case that such exercise date falls on a non-business day of the Company, the exercise date shall then be the preceding business day prior to such exercise date. Except for the last Exercise Date in which the notification of intention to exercise the Warrants shall be delivered within the period of 15 days prior to the last Exercise Date (the "Last Notification Period")

The Company will not close the Warrant Holders Register Book to suspend the transfer of the Warrants, except in the case of the last exercise of the Warrants in which the Warrant Holders Register Book will be closed to suspend the transfer of the Warrants for a period of 21 days prior to the last Exercise Date. The SET will post the "SP" (Suspend trading) sign in order to suspend the trading of the Warrants for a period of 2 Business Days prior to the book closing date. (In the case that the first book closing date falls on the date on which is not a business day, such first book closing date shall be moved to the last business day prior to the book closing date.)

Information Memorandum No. 1	3

THAI NONDESTRUCTIVE TESTING PUBLIC COMPANY LIMITED

The Company will inform the Warrant Holders of the Warrants, through the electronic information disclosure means of the SET on information relating to the Warrants such as the Exercise Ratio, the Exercise Price, the Exercise Period, the Notification Period, and the Last Notification Period at least 5 business days prior to each Notification Period. For the last Exercise Date, the Company shall inform through the electronic information disclosure means of the SET within period no less than 14 days prior to the booking closing date and also deliver such details to the Warrant Holders of the Warrants whose names appear on the Warrant Holders Register Book as at its 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 benefits and returns of the Warrant Holders, which shall not be less than benefits previously obtained, if any of the following events occurs

1. When the Company adjusts the Par Value of the ordinary shares, as a result of a combine or split in value of the previously issued shares.Such adjustment will be in effect when the Par Value of the Company's ordinary shares is effective as published through the electronic information disclosure means of the SET. (SETLINK)
2. When the Company offers new allotment of ordinary shares, and the net price per share of the newly issued ordinary share is lower than 90 percent of "the market price per share of the Company's ordinary shares".

The adjustment in the exercise price and the exercise ratio will take effect immediately, starting from the first day that the purchasers of the ordinary shares do not have the rights to subscribe for newly issued ordinary shares (The first day that there is the SET posts sign XR). In the case that, it is an offer to the existing shareholders (Right Issues) and/or to the general public on the first day of the offering and/ or to specific individuals (Private Placement) as the case may be.

1. In case the Company issues new securities and such securities confer the right of conversion into ordinary shares or the right to purchase the ordinary shares (such as convertible debentures or warrants representing rights to purchase the ordinary shares) at the net price per new ordinary shares below 90 percent of the market price per share of the Company's ordinary shares.

The adjustment of the exercise price and exercise ratio shall be effective on the first date which the purchasers of ordinary shares shall not be granted the rights to subscribe for the new securities with the right to convert/exchange into ordinary shares or the right to purchase the ordinary shares (The first day that the SET posts XR or XW sign); in the case of a rights offering and/or the first day of the offering of the new securities with the right to convert/exchange into the ordinary shares or the right to purchase the ordinary shares in case of a public offering and/or a private placement (as the case may be).

1. In case the Company declares dividend payment, whether in whole or in part, in the form of the Company's ordinary shares,the adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the Company's ordinary shares shall not be entitled to receive such stock dividends (the first day on which the SET posts XD sign).
2. When the Company makes dividend payment in cash with the amount exceeding 90 percent of the Company's net profit after tax from the separated financial statement in regards to the operating results in any financial periods (Whether it is a dividend payment from operating results and retained earnings) throughout the term of the Warrants,the adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the Company's ordinary shares shall not be entitled to receive such dividend distribution (the first day on which the SET posts XD sign).
3. In case that, there are circumstances that having effect on the Warrant holders or the holders of the Warrants Certificates to loss their rights or benefits that they should obtain, and those circumstances are not described in (1) to (5),the Company may consider or the Company may appoint the financial advisor for joint consideration to adjust the exercise price and/or the exercise ratio in a fair manner without depriving the rights of the Warrant Holders. In this regard, any decision made by the Company or the Company together with the financial advisor shall be considered final, and the Company shall inform the Securities and Exchange Commission (SEC) regarding all the details of adjustment within 15 days after the date of such circumstance that has led to the adjustment of rights.
4. The calculation of the adjustment of the exercise price and/or the exercise ratio pursuant to clauses (1) to (6) shall be independent from one another. In the event that any two events or more occur at the same time, the calculation must be made in the
   following order: (1) (5) (4) (2) (3) (6). In calculating the adjustment in sequential order set forth, the exercise price and the exercise ratio shall be in the maximum three digits of decimal.

4 TNDT-W1

THAI NONDESTRUCTIVE TESTING PUBLIC COMPANY LIMITED

1. The calculation of the adjustment of the exercise price and the exercise ratio pursuant to Clauses (1) to (6) shall not be changed in a way that will cause the exercise price to increase and/or the exercise ratio to decrease, except for the case of combining shares. In a case that the number of ordinary shares to be exercised at each exercise of Warrants (3 decimal digit of new exercise ratio after the adjustment) is calculated to be in fraction of share, the fraction will be disregarded without any indemnification. And in case that in the calculation of the exercise price after the adjustment (3 decimal digits) multiplied by the number of ordinary shares intended to exercise at that exercise period, indicated in the exercise notification, came out in fraction of Baht, the fraction of Baht will be disregarded.
2. In adjusting the exercise price and/or the exercise ratio as mentioned above, the Company shall notify the Office of the SEC within 15 days of the occurrence of such events. The notification made to the Office of the SEC shall contain the outcome of the adjustment, the methods of calculation, and reasons for the adjustment, the new Exercise Price, the new Exercise Ratio and the date of the adjustment. The Company shall also, immediately or at the latest by 9 a.m. on the effective date of the adjustment of Exercise Price or Exercise Ratio and notify the details of the adjustment of the Exercise Price and the Exercise Ratio to the Warrant Holders through the electronic information disclosure means of the SET according to the period and method as ascribed in this Terms and Conditions.
3. The Company shall not extend the term of the Warrants and shall not adjust the Exercise Price and Exercise Ratio, except the adjustment according to the Conditions for the Rights Adjustment of Warrants.
4. The Company may adjust the exercise price together with the issuance of new warrants to substitute the exercise ratio adjustment. In case the Company has to increase the number of reserved shares, the Company shall present the resolution of the shareholder meeting which approves the increase in the number of reserved shares to SEC prior to the adjustment.
5. In the case of a change in such exercise price resulting in the new exercise price to be lower than the par value of the Company's ordinary shares, use the par value of the Company's ordinary shares instead, unless otherwise required by law. However, the new exercise ratio calculated under (1) to (6) shall remain the same.

Silent Period

- N/A -

Others (If any)

- N/A -

Financial Advisor (If any)

- N/A -

Prepared By

Thai Nondestructive Testing Public Company Limited

Signed	.........................................................Authorized Director
	(Miss Chomduen Satavuthi)

Company Seal

Signed	.........................................................Authorized Director
	(Mr. Suwat Dangpibulskul)
	Information Memorandum No. 1	5