2S Metal : Notification of the Aquisition of Assets and Entering into connected transaction and Calling for EGM no.1/2022

Ref. 2S_BoD021/2022

11 August 2022

Subject :	Notification of the Acquisition of assets and Entering into connected
	transaction and Calling for Extraordinary General Meeting no. 1/2022
Attn :	The President
	The Stock Exchange of Thailand
Attachment :	Information Memorandum Concerning Acquisition of Assets and
	Connected Transaction (List 1)

The Board of Directors of 2S Metal Public Company Limited no. 3/2022 which held on 11 August 2022 has resolved as follows;

1. Proposed to the shareholders meeting to consider and approve the acquisition of 1 ,500,000 newly issued ordinary shares of United Steel Pipe Co., Ltd. (USP) with a par value of THB 100.00 each, representing 27.27 percent of USP's issued and paid- up share capital no more than THB 229.41 per share, not exceeding THB 344,115,000 in total.

The entry into the foregoing transaction constitutes the acquisition of assets according to the Notification of the Capital Market Supervisory Board no. 20/2551 re: Rules on Entering in Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) and the Notification of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition or Disposal of Assets, 2004 (collectively, the "Notification on Acquisition or Disposal") with the maximum transaction size is equal to 14.66 percent based on the consolidated financial statements of the Company for the period ending on 30 June 2022. Upon combining with the asset acquisition transactions in the past six months, the Company's highest value of the transaction will be 14.66 percent, which less than 15 percent without securities issuance as payment. The transaction can be approved by the Board of Directors and neither has to disclose information on the transaction to the Stock Exchange of Thailand

(SET), nor proposes the agenda to the Shareholders' Meeting for approval. Anyhow, the Company have not any acquisition or disposition of Assets within the past six months prior of the date the Board of Director approved this transaction.

In addition, the acquisition of USP's common shares is considered a connected transaction, as it is a transaction between the Company and United Steel Pipe Co., Ltd., in which Mr. Sombat Leeswadtrakul holds 19.00 percent of USP's paid-up registered capital (USP's pre-capital increase shareholding) and also serves as an authorized director, executive director and shareholder of the Company in a 19.05 percent stake as at the closing date of shareholder's register book of 16 March 2022. Mr. Sombat Leeswadtrakul is thus considered to be connected to the Company as defined in the Notification of the Capital Market Supervisory Board TorJor. 21/2551 Re: Rules on the Connected Transaction and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed

Companies concerning the Connected Transaction 2003 (as amended) (collectively, the "Notifications of the Connected Transaction").

Therefore, the acquisition of assets is considered a connected transaction according to the Notifications of the Connected Transaction. Based on the consolidated financial statements of the Company for the year ended 30 June 2022, the transaction size is not exceeding THB 344.12 million or equal to 16.24 percent, which is more than 3.00 percent of the book value of the Company's net tangible assets (NTA) at THB 2,118.40 million and more than THB 20.00 million. As a result, the Company must immediately disclose the information on the transaction to SET, appoint an independent financial advisor to comment on the transaction, and arrange a shareholders' meeting to approve the transaction. The transaction must be approved by at least three-quarters of the total number of votes cast by shareholders who attend the meeting and have the right to vote, excluding Mr. Sombat Leeswadtrakul, who is an interested shareholder and thus is not eligible to vote.

In this regard, the Company's Executive Committee and/or the persons delegated by the Executive Committee shall have the power to take any actions pertaining to this acquisition of shares, including, without limitation, to (a) negotiate with and enter into any share purchase agreement and other related documents, including to execute or amend any relevant documents; (b) to borrow funds or enter into a credit facility agreement and/or make or provide any security relating to this acquisition; and (c) to take any actions which are necessary and/or relating to such acquisition transaction.

1. Appointment of KTBST Securities Public Company Limited as the Independent Financial Advisor to provide its opinions on the Acquisition transactions and
   Connected transaction for the Company's shareholders.
2. Approved the Extraordinary General Meeting of Shareholders no 1/2022 be called and held on Thursday, September 29th, 2022 at 10.30 a.m. via Electronic means only (E-EGM) pursuant to the criteria specified in the laws relating to teleconference meeting. as following agendas;
   Agenda 1 To consider and certify the Minutes of the Annual General Meeting of shareholder 2022, which hold on April 21st, 2022
   Agenda 2 To consider and approve the Investment into United Steel Pipe Co.,Ltd. by purchase newly issued ordinary common share, which is a material transaction deemed as Acquisition of Assets and a Connected transaction.
   Agenda 3 To consider and other issues (if any).
   Then set the record date on which the shareholders have the right to attend the Extraordinary General Meeting of Shareholders no. 1/2022 will be on August 29th, 2022.

Please be informed accordingly.

Yours sincerely,

(Miss Boonsri Panyapiamsak)

Authorized Director

IM-1 Translation

Information Memorandum on

Acquisition of Assets and Connected Transactions of

2S Metal Public Company Limited

The Board of Directors' meeting of 2S Metal Public Company Limited ( the " Company" ) No. 3/ 2022, which was held on 11 August 2022, resolved to approve the acquisition of 1,500,000 newly issued ordinary shares of United Steel Pipe Co., Ltd. ("USP") with a par value of THB 100. 00 each at no more than THB 229. 41 per share, representing 27. 27% of USP's issued and paid-up share capital, not exceeding THB 344,115,000 in total. The purpose of the investment in USP, which operates steel manufacturing and distributing business with its production base in Samut Prakan Province, is to expand the Company's customer base and production base, which are currently limited within the south and the northeast, to cover the central, the western, the eastern and the upper southern areas. The Company also aims to increase its product variety as well as storage and distribution capacity in Central Thailand; therefore, the Company can have higher bargaining power when purchasing raw materials and achieve economies of scale.

At present, the total paid- up capital of USP is THB 400,000,000, equivalent to 4,000,000 ordinary shares with a par value of THB 100.00 each. USP will issue and allocate 1,500,000 new ordinary shares to the Company with a par value of THB 100. 00 each at the offering price of less than THB 229.41 per share, representing 27.27% of the total issued and paid-up shares in USP. The total payment for the acquisition of USP's shares will not exceed THB 344,115,000 and will be made in cash. The shareholding structure after the transaction is as follows:

Shareholding Structure Post-Acquisition

2S Metal PCL.

Steel Manufacturer and distributor with factories located in Shonghla province, Nakhon Ratchsima province and PDR. Laos

27.27 %

Other Shareholders

72.73%

United Steel Pipe Co.,Ltd.

Steel Manufacturer and distributor with factories located in Samut Prakan province

87.50%

Sin Udom Transport Co.,Ltd.

Transportation /Logistics service

for USP mainly.

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The transaction of the Company receiving USP's newly issued ordinary shares as aforementioned is considered an acquisition of assets according to the Notification of the Capital Market Supervisory Board TorJor. 20/2551 Re: Rules and Regulations on the Acquisition and Disposition of Assets, dated 31 August 2008 ( as amended) and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets B. E. 2547, dated 29 October 2003 ( as amended) (collectively referred to as the "Notifications on Asset Acquisition or Disposal").

The maximum transaction size on the basis of total value of consideration is equal to 14.66 percent based on the consolidated financial statements of the Company for the six- month period ending on 30 June 2022. Upon combining with the asset acquisition transactions in the past six months, the Company's highest value of the transaction under total value of consideration basis will be 14. 66% in total. The transaction is therefore considered as an acquisition of assets with transaction size of less than 15% and without securities issuance as payment, which can be approved by the Board of Directors. The Company neither has to disclose information on the transaction to the Stock Exchange of Thailand (SET), nor proposes the agenda to the Shareholders' Meeting for approval. The Company did not have any acquisition or disposition of assets within the past six months prior to the date the Board of Directors approved the transaction.

In addition, the acquisition of USP's newly issued common shares is considered to be a transaction with connected persons of the Company, as Mr. Sombat Leeswadtrakul holds 19.00% of USP's paid-up registered capital (USP's pre-capital increase shareholding) and also serves as an authorized director, executive director and shareholder of the Company in a 19. 05% stake as at the closing date of shareholder's register book of 16 March 2022. Mr. Sombat Leeswadtrakul is thus considered as connected to the Company as defined in the Notification of the Capital Market Supervisory Board TorJor. 21/ 2551 Re: Rules on the Connected Transaction and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transaction B.E. 2546 ( as amended) ( collectively referred to as the " Notifications of the Connected Transaction").

Therefore, the acquisition of assets is considered a connected transaction according to the Notifications of the Connected Transaction. Based on the consolidated financial statements of the Company for the six-month period ended 30 June 2022, the transaction size is not exceeding THB 344.12 million or equal to 16.24%, which is more than 3.00% of the book value of the Company's net tangible assets (NTA) at THB 2,118.40 million and more than THB 20. 00 million. As a result, the Company must immediately disclose the information on the transaction to SET, appoint an independent financial advisor to comment on the transaction, and arrange a shareholders' meeting to approve the transaction. The transaction must be approved by at least three- quarters of the total number of votes cast by shareholders who attend the meeting and have the right to vote, excluding shareholders who have an interest or have no right to vote. (Please consider Clause 10. Details of connected persons and nature and scope of interests)

In this regard, the Board of Directors has appointed KTBST Securities Public Company Limited as the independent financial advisor who will prepare and express opinions to the

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Company's shareholders regarding the Company's investment, which is considered as asset acquisition transactions and connected transactions of the Company.

The details regarding the Company's acquisition of assets and the connected transaction are as follows:

1. Date of the transaction

After the Company obtained approval from the shareholders' meeting No. 1/2022, which will be held on 29 September 2022, the transaction is expected to be completed within quarter

1 of 2023.

2. Related parties and relationships between the parties

2.1 Share Subscription Agreement (Draft)

Purchaser:	2S Metal Public Company Limited (the "Company")
Joint venture company:	United Steel Pipe Co., Ltd. ("USP")
Relationship with the Company:	USP is a juristic person held by Mr. Sombat
	Leeswadtrakul at 19.00% of the paid-up registered
	capital of USP (USP's pre-capital increase shareholding).
	Mr. Sombat Leeswadtrakul is also an authorized
	director, executive director and major shareholder, who
	holds 19.05% of the Company's paid-up capital.
	(Shareholding information as of 16 March 2022)
Shareholders and shareholder	Mr. Varuth Leeswadtrakul
representatives of USP:
Relationship with the Company:	Mr. Varuth Leeswadtrakul holds 0.12% of the
	Company's paid-up capital (Shareholding information
	as of 16 March 2022) and also holds 39.00% of USP's
	paid-up capital.

2.2 Shareholder Agreement (Draft)

Purchaser:	2S Metal Public Company Limited (the "Company")
Shareholder representatives of	Mr. Varuth Leeswadtrakul
USP:
Relationship with the Company:	Mr. Varuth Leeswadtrakul holds 0.12% of the Company's
	paid-up capital (Shareholding information as of 16 March
	2022) and also holds 39.00% of USP's paid-up capital.

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