Thai Sugar Terminal Public : Notification of investment in Nature Best Food Company Limited and the dormitory business (Revised)

บริษัทไทยชูการ์ เทอร์มิเนิ้ล จ(มหาชนากัด )

THAI SUGAR TERMINAL PUBLIC COMPANY LIMITED

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H EA D O F F ICE : 9 0 MO O 1 , P O O CH A O S A MIN G PH RA I RD . , S A MRO N G K LAN G , P H RA P RA D A ENG , S A MU TP RA KA R N 1 0 1 3 0 TEL . 0 2 - 1 8 3 - 4 5 6 7 F A X 0 2 -1 8 3 - 4 5 6 1

E-mail : [e-mail] Web Site: www.tstegroup.com PUBLIC COMPANY REG. NO. 0107537001692

No.	045/2565
		7th July 2022
Subject:		Notification of investment in Nature Best Food Company Limited
To		Shareholders
Attachments	Information Memorandum on Acquisition of assets of a subsidiary

Thai Sugar Terminal Public Company Limited ("the Company") would like to inform you that TS Food Holding Company Limited, a subsidiary of the Company (the Company holds shares 99.99 percent) that has expanded the food business by purchasing ordinary shares of Nature Best Food Company Limited. TSG Trading Company Limited, which is a subsidiary of the Company (the Company holds 79 .80 percent of the total shares) buys related buildings and properties of the dormitory business with details as follows:

1. TS Food Holding Company Limited

Company name	Nature Best Food Company Limited
Location	592/2 Moo 17 Bang Sao Thong subdistrict, Bang Sao Thong district,
	Samutprakarn
Business type	Manufacture and distribute seaweed, seasoned seaweed, snacks, and ready
	meals
Paid-up capital	40,000,000 Baht divided into 400,000 ordinary shares with a par value of 100
	baht per share
Buyer	TS Food Holding Company Limited
Seller	S and K Holding Company Limited and founder shareholders
Number of shares	400,000 ordinary shares, representing 100 percent of the registered capital
purchased
Shareholding structure after	TS Food Holding Company Limited Holding shares in the proportion of 100%
successful share acquisition
2. TSG Trading Company Limited
Land and buildings	1. Land title deed no. 34512, land no. 302, located at 999 Bang Sao Thong
	Subdistrict, Bang Sao Thong District Samut Prakan Province having a
	total area of 260.3 (two hundred and sixty points three) square wa, and
	all buildings including equipment, tools, and furniture located on the said
	land.
	2. Land title deed no. 76432, land number 1459, located at Bang Sao
	Thong Subdistrict, Bang Phli District, Samut Prakan Province. has a total
	area of 396 (three hundred ninety-six) square wa (Land)

- 2 -

Business type	Dormitory business
Buyer	TSG Trading Company Limited
Seller	Mr. Somchai Atsavaseranee

In this regard, S & K Holding Company Limited and the group of existing shareholders, the seller of the ordinary shares Nature Best Food Company Limited, and Mr. Somchai Atsavaseranee are not connected persons of the Company and its subsidiaries. Therefore, this transaction is not a related-party transaction according to the Notification of the Capital Market Supervisory Board No. TorJor. 2 1 /2 0 08 . When calculating the size of the asset Acquisition of Assets according to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2008, the maximum total transaction size is 23 .34% based on the net profit criteria, which is more than 15% but less than 50% . Consequently, the Company must disclose information to the Stock Exchange of Thailand, as well as, send information to shareholders within 21 days from the date the Company notifies the Stock Exchange of Thailand.

Pleased be informed accordingly,

Respectfully yours,

(Mr. Chanachai Chutimavoraphand)

Chief Executive Officer and President

Company Secretary Office

Tel.[phone] ext. 4012-14

Information Memorandum on Acquisition of Assets of a Subsidiary

1. Item 1. TS Food Holding Company Limited accepts the transfer of ordinary shares Nature Best Food Company Limited

1. Date, month, year of the transaction
   July 1, 2022 (Board of Directors of Thai Sugar Terminal Public Company Limited and its Subsidiaries No. 6/22 on June 30, 2022, resolved to approve TS Food Holding Company Limited ("TSF") to accept the transfer of ordinary shares of Nature Best Food Company Limited ("NBF")

1.2. Contract parties and their relationship with the listed company

1. Transferee : TS Food Holding Company Limited ("TSF"), a subsidiary of Thai Sugar Terminal Public Company Limited ("TSTE") (The Company holds 99.99% of the total issued shares of TSF)
2. Transferor : S&K Holding Company Limited ("S&K"), with Ultimate shareholders, are Mr. Somchai
   Atsavaseranee, Ms. Parichart Atsavaseranee, and Ms. Wipada Lertsuwankul

1.3. Nature of Transaction

It is a transaction by TSF (Transferee) to accept the transfer of ordinary shares of NBF from S&K (Transfer) by TSF accepts the transfer of the transferor's entire business, such as investment in the Company's ordinary shares in the amount of 399,998 (Ninety-nine thousand nine hundred ninety-eight) shares, representing 99.999 percent (ninety-nine point nine-nine-nine) of the Company's total shares. Including all the privileges contained in such assets and liabilities with details of the Nature Best Food Company Limited as follows:

Company Name :	Nature Best Food Company Limited
Nature of Business	:	Manufacturing and distribution of seaweed, seasoned seaweed, snacks,
		and, ready meals
Paid Capital	:	40,000,000 baht (forty million baht)

The shareholding structure and directors of NBF before and on the transaction date are shown in the table below.

List of shareholders of NBF	Before the transaction date	On the transaction date
	number of	Shareholding	number of	Shareholding
	shares	percentage	shares	percentage
	(share)	(percent)	(share)	(percent)

1.	S&K Holding Company Limited		399,998		99.9995		0	0.0000
2.	Ms. Parichart Atsavaseranee		1		0.0002		0	0.0000
3.	Ms. Wipada Lertsuwankul		1		0.0002		0	0.0000
4.	TS Food Holding Company Limited		0		0.0000		399,998	99.9995
5.	Mr. Chanachai Chutimavoraphand		0		0.0000		1	0.0002
6.	Mr. Thanakorn Charoenwongsa		0		0.0000		1	0.0002
	List of directors before the transaction date				List of directors as of the transaction date
1.	Ms. Wipada Lertsuwankul		1. Ms. Wipada Lertsuwankul
2.	Mr. Somchai Atsavaseranee		2. Mr. Somchai Atsavaseranee
3.	Mr. Ichiro Tashiya		3. Mr. Chanachai Chutimavoraphand
4.	General Prayut Mekwichai		4. Mr. Thanakorn Charoenwongsa
5.	Mr. Pichai Atsavaseranee		5. Mr. Thanakorn Burintarachat
	Summary of financial position and operating results of the three-year NBF financial statements
are as follows:							Unit : Million Baht
	NBF Financial Statements			2019		2020		2021
Total assets			239.16		226.18		281.10
Total liabilities			160.89		128.01		204.09
Equity			78.27		98.17		77.01
Total income			220.39		256.18		305.62
Total cost			209.80		226.77		262.95
Profit (loss) before finance costs and income tax			10.59		29.42		42.67
expenses
Financial cost			5.64		4.15		2.46
Income tax			1.70		5.37		8.53
Net profit			3.25		19.90		31.68

1.3.1. Price, pricing criteria, and payment method

1.3.1.1. Business Transfer Compensation Price is calculated according to the following formula: Business transfer compensation, or X = A + B - C - D - E

Where

A is equal to the total business value of NBF (Enterprise Value), totaling 250,000,000 baht (two hundred and fifty million baht).

B is equal to cash items or cash equivalents. Accounts Receivable and other Receivables and inventories of NBF's businesses as of June 30, 2022

C is equal to the list of accounts payable and other payable, and the list of loans with financial institutions of NBF's business as of June 30, 2022.

D is equals the NBF's unrecorded liabilities, such as employee benefit obligations, retirement payments, unemployment compensation, etc., and other entity's provisioning liabilities.

E is equal to the transferee's liabilities as they appear in the transferee's financial statements, which consist of the statement of financial position and the profit and loss statement at 24.00 on the day before the date of the entire business transfer of NBF.

1.3.1.2. Pricing Criteria

The discounted cash flow method.

1.3.1.3. Settlement Pay in cash

1.3.2. Source of funds

Company working capital

1.3.3. Benefits of making a transaction

To expand the food business from manufacturers of various food ingredients such as wheat flour, vegetable oil, protein from crickets, etc., as well as food trading alliances such as sugar, etc., to become a producer of essential food ingredients such as seaweed and various seasoning powders. (Seasoning) to become a ready- made food producer and snacks under the Koriko brand and will develop many products and brands for further distribution in the future.

1.4. Opinion of the Board of Directors regarding the entering into the transaction

The Board of Directors considered, approved, and unanimously resolved to approve the transaction because it is considered that entering into this transaction will allow the company to expand its food business by building on the previous business. This will enable the company to grow sustainably. Continually enhance profitability.

1 . 5 . Opinions of the Risk Management Committee and/or Directors of the Company that are different from the opinions of the Board of Directors

- None -

2. Item 2. TSG Trading Company Limited purchases land, buildings and properties related to the dormitory business