ASIA Capital : Clarification of the Auditor's report on disclaimer opinion for the financial statements for the second quarter of the year 2022 ended 30 June 2022

บริษัท เอเชยี แคปปิตอล กรปุ๊ จํากัด (มหาชน)

349 อาคารเอสเจ อินฟินิท วัน บิสซิเนส คอมเพล็กซ์ชั้น 24 ห้องเลขที่2401-2403 ถนนวิภาวดีรังสิต แขวงจอมพล เขตจตุจักร กรุงเทพมหานคร 10900 โทร. [phone], โทรสาร [phone] www.acap.co.th

ASIA CAPITAL GROUP PUBLIC COMPANY LIMITED

349 SJ Infinite I Business Complex 24th Floor, Unit 2401-2403 VibhavadiRangsit Road, Chompol, Chatuchak, Bangkok 10900 Tel. [phone], Fax. [phone] www.acap.co.th

-Translation-

ELCIDACAP020/2022

15 August 2022

Subject: Clarification of the Auditor's report on disclaimer opinion for the financial statements for the second quarter Of the year 2022 ended 30 June 2022

To: President

The Stock Exchange of Thailand

According to the submission of Asia Capital Group Public Company Limited ("the Company")'s consolidated financial statements and its subsidiaries for the second quarter of the year 2022 ended 30 June 2022. The auditor of the Company has reviewed, certified and does not express opinion on the accompanying financial statements due to uncertainty of the ability to continue as a going concern of the Company's operation as follows:

1. Effect from current liabilities in the amount of THB 3,632.43 million as at 30 June 2022, which is significantly higher than current assets, most current liabilities was debentures amounting of Baht 2,476.59 million matured in one year. The Company defaulted to repay that caused cross defaulted happened and many debenture holders have sued the Company to the Civil Court for the Company to return the principal together with interest at the defaulted rate. Currently, this case is in the process of trial of the Court of First Instance. The Company has the plan to repay debentures from collections and loans repayment from customers, cash received from the lawsuit at the Civil Court and the Court of Appeal, both of which have verdicted against the counterparty of the debtor to pay the Company, and cashflow from the disposal of collateral assets.
   During the first quarter of 2021, the Company entered into automatic stay situation after the Central Bankruptcy Court has ordered to accept the Company to enter business rehabilitation on February 23, 2021. These caused the Company met the conditions on short-term loans defaulted. The ability to repay debentures and short- term loans depends on the ability of the Company to be accepted by creditors regarding to rehabilitation plan and the success of the implementation.
2. Entering into the rehabilitation process, the Company submitted a petition to enter into a business rehabilitation process and propose the rehabilitation planners to the Central Bankruptcy Court and the Central Bankruptcy Court issued an order to accept the rehabilitation petition of the Company on the same day on 23 February 2021. Currently, the case is waited for verdict of the Company's business rehabilitation on 29 September 2022.

3. Lack of liquidity, as at 30 June 2022, the Company's current liabilities was significantly in excess of current assets in the amount of THB 3,062.19 million. The operation of the Company is in high uncertain during the current situation, such as the success of the negotiation process to pay debentures, the sale of collateral assets and the findings additional source of fund. Therefore, the expected amount from these assets may be uncertain depending on number of future factors and circumstances.

The Company would like to clarify that the auditor does not express opinion on the Company's consolidated financial statements and its subsidiaries for the second quarter of the year 2022 ended 30 June 2022 was not due to the limited scope by the management but due to the uncertainty according to circumstances mentioned in no.1 to no.3 above.

However, the Company has plan to slove problem by accelerate process of debt repayment negotiation with customers and the Company will accelerate the sale of the properties which considered potential properties of interest to investors. Nevertheless, they have been affected by the economic conditions resulting from COVID-19. Currently, the Company is during the process of entering for business rehabilitation. This process is a normal process of legal rehabilitation for businesses that has opportunities to operate in long run. The Company has confidence that business plan of the Company will be able to achieve the goals under the business rehabilitation plan.

Please be informed accordingly.

Yours Sincerely,

Asia Capital Group Public Company Limited

...............................................................

(Mr. Anuchai Vitnalakorn)

Chief Executive Officer Authorized to sign on behalf of the Company

Corporate Secretarial

Tel. [phone]