Qualitech Public : The purchase of ordinary shares of Property Aim Solutions Company Limited (Revise)

FAC/22-043

2 August 2022

Subject The purchase of ordinary shares of Property Aim Solutions Company Limited (Revise)

The Board of Directors' Meeting of Qualitech Public Company Limited ("the Company" or "QLT") No. 6/2022, held on 1 August 2022, it was resolved to approve the purchase of ordinary shares of Property Aim Solutions Company Limited ("PAS"), a limited company incorporated in Thailand and operates all aspects of real estate management business, totaling 14,700 shares with a par value of THB 100 per share, representing

49.00 percent of the total shares of PAS from (1) TOS Holding Company Limited ("TOS Holding"), amounting to 13,620 shares, representing 45.40 percent of the total shares of PAS and (2) SP Inter law and Consult Company Limited ("SPIL"), amounting to 1,080 shares, representing 3.60 percent of the total shares of PAS

(collectively the "Seller") with a total value of THB 144,550,000 ("PAS's Ordinary Share Purchase Transaction").

In this regard, the details of the purchase of ordinary shares of Property Aim Solutions Company Limited appear in the Information Memorandum on the Acquisition of Assets of Qualitech Public Company Limited (Enclosure).

The purchase of PAS's ordinary shares is considered an Asset Acquisition Transaction 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 Assets dated 31 August 2008 (B.E. 2551) (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 dated 29 October 2004 (as amended) (the "Notification of Acquisition and Disposition"), when considering the transaction size for the purchase of PAS's ordinary shares by the method of calculating the transaction size

based on the value basis, the total of the consideration which is the criterion that has the highest results according to the Notification of the Acquisition and Disposition considering from the consolidated financial statements of the Company ending 31 March 2022, which have been reviewed by the certified public accountant. The transaction size is 28.30 percent. Therefore, it is considered the Acquisition and Disposition of Assets transaction, type 2, that is a transaction with a transaction size equal to or higher than 15 percent but lower than 50 percent that occurred in the past 6 months before the acquisition of assets. The Company is obliged to disclose information about the transaction to the Stock Exchange of Thailand ("SET"), with Information Memorandum to type (1) attached to the Notification of the Acquisition and Disposition of Assets and send a notice to shareholders within 21 days from the date of disclosure of Information Memorandum to the SET.

In this regard, the purchase of PAS's ordinary shares is not a connected transaction due to the seller isn't a connected person of the Company according to the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on Connected Transaction dated 31 August 2008 (as amended) and the 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 dated 19 November 2003 (as amended) (the "Notification of connected transactions")

In addition, the Board of Directors' meeting resolved to approve the assignment of the Executive Committee, or the person authorized by the Board of Directors has the authority to negotiate, make an agreement, take action, consider scheduling, amend, add details and conditions related to the purchase of PAS's ordinary shares, including but not limited to methods, timing, procedures, signing of share purchase agreements and related contracts memorandum and other documents, as well as any other actions necessary or related to the purchase of PAS's ordinary shares in accordance with the relevant laws for the completion of the transaction.

Best Regards,

(Mr. Sannpat Rattakham)

Chairman of the Board of Directors

Qualitech Public Company Limited

Enclosure

Information Memorandum on the Acquisition of Assets

Of Qualitech Public Company Limited

The Board of Directors' Meeting of Qualitech Public Company Limited ("the Company" or "QLT") No. 6/2022, held on 1 August 2022, it was resolved to approve the purchase of ordinary shares of Property Aim Solutions Company Limited ("PAS"), a limited Company incorporated in Thailand and operates all aspects of real estate management business, totaling 14,700 shares with a par value of THB 100 per share or 49.00 percent of the total shares of PAS from (1) TOS Holding Company Limited ("TOS Holding"), amounting to 13,620 shares, representing 45.40 percent of the total shares of PAS and (2) SP Inter law and Consult Company Limited ("SPIL"), amounting to 1,080 shares, representing 3.60 percent of the total shares of PAS (collectively the "Seller") with a total value of THB 144,550,000 ("PAS's Ordinary Share Purchase Transaction").

The purchase of PAS's ordinary shares is considered an Asset Acquisition Transaction 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 Assets dated 31 August 2008 (B.E. 2551) (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 dated 29 October 2004 (B.E. 2547) (as amended) (the "Notification of Acquisition and Disposition"), when considering the transaction size for the purchase of PAS's ordinary shares by the method of calculating the transaction size based on the value basis, the total of the consideration which is the criterion that has the highest results according to the Notification of the Acquisition and Disposition considering from the consolidated financial statements of the Company ending 31 March 2022, which have been reviewed by the certified public accountant. The transaction size is 28.30 percent. Therefore, it is considered the Acquisition and Disposition of Assets transaction, type 2, that is a transaction with a transaction size equal to or higher than 15 percent but lower than 50 percent that occurred in the past 6 months before the acquisition of assets. The Company is obliged to disclose information about the transaction to the Stock Exchange of Thailand ("SET"), with Information Memorandum to type (1) attached to the Notification of the Acquisition and Disposition of Assets and send a notice to shareholders within 21 days from the date of disclosure of Information Memorandum to the SET.

1

Enclosure

In this regard, the purchase of PAS's ordinary shares is not a connected transaction due to the seller is not a connected person of the Company according to the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on Connected Transaction dated 31 August 2008 (as amended) and the 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 dated 19 November 2003 (as amended) (the "Notification of Connected Transactions")

The Company would like to inform the Information Memorandum about entering into such transaction according to the Notification of Acquisition and Disposition of Assets. The details are as follows:

1. Information Memorandum pursuant to type 1

1.1 Transaction Date

After the Board of Directors Meeting No. 6/2022, dated 1 August 2022, it was resolved to approve the

Company to enter into the purchase of PAS's ordinary shares. The Company will enter into a share purchase agreement with the Seller (the "Share Purchase Agreement"), and it is expected to operate within August. The Company expects the PAS's Ordinary Share Purchase Transaction to be completed within September 2022 or as mutually agreed by the relevant parties. In this regard, after Conditions Precedent under the Share Purchase Agreement has been completed or been waived or waived by the parties involved various actions have been taken to complete the purchase of PAS's ordinary shares as stipulated in the Share Purchase Agreement. The details of the Conditions Precedent are as follows:

1. The Company has been approved by the Board of Directors' Meeting to enter into the transaction for the purchase of PAS's ordinary shares, including entering into any contracts that are related to the purchase of PAS's ordinary shares, including but not limited to Share Purchase Agreements between shareholders.
2. The Company has been informed of the results of the legal and financial due diligence of PAS and has not found any significant adverse effects on the purchase of PAS's ordinary shares.

2

Enclosure

1. As of the date of transfer of shares do not have events or actions that happened or were caused or there was a reason that should be expected to happen which may have a material adverse effect on PAS or hinder PAS's acquisition of ordinary shares.
2. The seller is approved by the Board of Directors and/or the shareholders' meeting (as the case may be) to enter into the Acquisition of PAS's Ordinary Shares Transaction with the Company, including entering into any contracts or documents relating to the PAS's Acquisition Transaction and all actions related to or in connection with the purchase of PAS's ordinary shares.
3. PAS has provided the Company's Articles of Association specifying important matters about Company management and the rights and duties of the shareholders already clearly stated. This includes but is not limited to the appointment and removal of directors.
4. PAS has been approved by the Shareholders' Meeting to increase the number of directors and appoint representatives from the Company to serve as directors according to the amount agreed by the parties.
5. PAS related companies have prepared a letter of acceptance of outstanding loan debt and delivered it to PAS as evidence of borrowing.
6. PAS has complied with the terms and conditions of the trademark license agreement or taken action to obtain an exemption from the parties' compliance with the terms and conditions of such contract; This includes but is not limited to, the transfer of PAS's shares to the Company with the purchase of PAS's ordinary shares, as well as changes in PAS's shareholding. Any consent or approval, PAS is required to obtain from the licensee.
7. Mr. Samphob Bunnak has signed an executive contract to stay in the management position of PAS for a period of at least 5 years.
   In this regard, the Conditions Precedent in ( 9 ) , stating that Mr. Samphob Bunnak has signed an executive contract to hold the executive position of PAS for a period of at least 5 years, is not considered a connected transaction because it is not a transaction between a listed company and a director, executive or major shareholder of a listed company.

3