JCK Hospitality Public : Issuance and offering to the Convertible Debentures Set 2 No. 3/2022

Ref. CS./22-104

August 1, 2022

Subject: Issuance and offering to the Convertible Debentures Set 2 No. 3/2022

To: The President

The Stock Exchange of Thailand

According to the 2022 Annual General Meeting of Shareholder held on April 4, 2022, has resolved to approve the issuance and offering of convertible debentures No. 2 not exceeding Baht 500 million (which hereinafter referred to as "the Convertible Debenture Set 2") and to approve the allocation of not exceeding 546,745,361 newly issued ordinary shares which reserved for the conversion of the Convertible Debentures No. 1 (CD No. 1) and the Convertible Debenture Set 2 to specific investors, namely AO Fund and AO Fund 1. The details of the allocation of newly issued ordinary shares are as follows:

1. The amount not exceeding 280,000,000 shares, which are allocation of additional newly ordinary shares from the allotted to reserve for the conversion of the convertible debentures No. 1 (CD No. 1). Currently, there are 8,246,626 shares remaining. When including the aforementioned remaining shares, the Company will have a total of 288,246,626 shares reserved for the conversion of Convertible debentures No.1 (CD No.1).
2. The amount not exceeding 266,745,361 shares, which are allocated to reserve the conversion of the Convertible Debentures Set 2.

The details of the summary of the important terms and conditions of the Convertible Debentures No. 1 (CD No. 1) as shown in Attachment 1, and the summary of the important terms and conditions of the Convertible Debentures Set 2 as shown in Attachment 2.

The Company has operated to offered and issue the newly convertible debentures pursuant to the Convertible Debentures Set 2 No. 3/2022 in the amount of Baht 5 million to Advance Opportunities Fund 1 ("AO Fund 1") on August 1, 2022 and the said convertible debentures will mature on August 1, 2025 unless conversion rights are exercised before the maturity date.

Please be informed accordingly.

Yours Sincerely,

(Mr.Athawut Taechaubol)

Joint Chief Executive Director

Attachment 1

Summary of the important Terms and Conditions of the Convertible Debentures No. 1 (CD No. 1) of JCK Hospitality Public Company Limited

Subject Detail	Detail
Issuer of Convertible	JCK Hospitality Public Company Limited (the "Company" or "JCKH")
Debentures
Type of Convertible	Senior Unsecured Convertible Debentures ("Convertible Debentures")
Debentures
Currency	THB
Total Principal amount	Not exceeding Baht 300 million as it can be break down to 3 Tranches as below;
	(1) Tranche 1 not exceeding Baht 100 million which is divided in to 40 sets
	and Baht 2.50 million per set.
	(2) Tranche 2 not exceeding Baht 100 million which is divided in to 40 sets
	and Baht 2.50 million per set.
	(3) Tranche 3 not exceeding Baht 100 million which is divided in to 25
	sets and Baht 4 million per set.
Conversion Condition	The Company which issued the convertible debentures following by
	Tranche according to the liquidity of the Company. The issuance has to
	follow the condition president which is approval of the SEC and the SET
	and other regulator including condition and conversion of such Convertible
	Debentures.
	However, the timeframe of the conversion is within 3 years after
	shareholder' s meeting approved the issuance. If the Company does not
	issue convertible debentures in full amount within 3 years, the Company
	may request a resolution of the Shareholders' Meeting to issue the
	unissued convertible debentures depending on the need for the
	Company.
Interest Rate	2.00 percent per annum, provided that the interest will be paid on a quarterly
	basis
Maturity Period	3 years after the issuance of each Tranche
Payback Condition	Repay in lump sum after each due of specific Tranche according to the
	term and condition of the Convertible Debenture. In such, for each
	Tranche the maturity period is 3 years after the issuance
Redeem Rights before	The holders of the Convertible Debentures may or may not have rights
Due Date	to redeem the Convertible Debentures before due date and/or the issuer
	of the Convertible Debentures may or may not have rights to redeem the
	Convertible Debentures before due date. The redemption has to be
	followed by the terms and conditions of each set aligned with rules,
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Subject Detail	Detail
	regulations, laws and/ or permissions from related authorized
	Governmental Bodies.
Conversion Ratio	Principle amount of the Convertible Debentures divided by the conversion
	price
Conversion price	" Conversion Price" will not lower than 90. 00 percent of market price
	which does not in the case the price is lower than the offering price
	offered pursuant to the Notification No. Tor Chor. 72/2558.
	" The market price" shall be calculated based on the weighted average
	price of the Company's shares trading on the Stock Exchange of Thailand
	for not less than 7 consecutive business days but not more than 15
	consecutive business days before the date that convertible debenture
	holders exercise their convertible debentures. The weighted average price
	is calculated from the weighted closing price by the trading volume of
	each consecutive business day (Floating Conversion Price). However, if the
	conversion price calculated above is lower than the par value of the
	company's shares. The Company must issue additional compensation
	shares for the calculation of all shares issued at par value is based on the
	conversion price.

Noted:

1. If the Common stock that result from the Debenture Conversion converts with lower than 90. 00 percent of the market price at the exercise date. ( The market price on the exercise date is calculated based on the weighted average price of the company's shares on the Stock Exchange of Thailand. Not less than 7 consecutive business days but not more than 15 consecutive business days before the date that convertible debenture holders exercise their convertible debentures. The weighted average price is calculated from the weighted closing price by the trading volume of each consecutive business day. ) The Company is obliged to prohibit the AO Fund and AO Fund 1 ("investors") the Debenture Conversion in the period on 1 year after the investor received such stock ( Silent Period) . In such, after 6 month the investor can sell some of the stock (25.00 percent of the amount) regard with the guideline of the Stock Exchange of Thailand; The term, condition, and the acceptance of the common stock or prefer stock to listed on the exchange of 2015 dated 11 May 2015 (and the amendment).

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Subject Detail	Detail
	o In case of stock conversion is insufficient, the Company will follow
	the guideline in the topic " The event of the Company has to issued
	new share to accomplish the conversion".
Conversion Period	The holder of the Convertible Debentures may exercise their rights of
	conversion of the Convertible Debentures into the Company' s common
	shares until the close of business on the date falling 7 days prior to the
	maturity date of the Convertible Debentures.
Number of ordinary	Total number of not exceeding 864,583,290 shares, details as bellows;
shares reserved for	1. Not exceeding 223,375,857 shares which has been approved by the
conversion	Extraordinary General Meeting of Shareholders No. 1/ 2021 held on June
	15, 2021.
	2. Not exceeding 361,207,433 shares which has been approved by the
	Extraordinary General Meeting of Shareholders No. 2/ 2021 held on
	November 22, 2021.
	3. Not exceeding 280,000,000 shares which has been approved by the 2022
	Annual General Meeting of Shareholders held on April 4, 2022.
Secondary market for	The Company shall arrange to list the ordinary shares issued after the
ordinary shares issued	conversion of the Convertible Debentures on the Market for Alternative
after conversion	Investment (MAI).
Restrictions on transfer	As this issuance and offering of the Convertible Debentures is considered
of the Convertible	as an offering to no more than 10 specific investors within four- month
Debentures	period as specified in the Notification No. Tor Jor. 14/2561. Therefore, the
	transfer of the Convertible Debentures to any person at any time
	throughout its tenure shall not cause the number of the holders to
	exceed 10 specific investors within four- month period, provided that the
	number of the holders shall be calculated from actual investors holding
	the Convertible Debentures on private placement basis ( whether such
	investors hold the newly issued convertible debentures or receive the
	convertible debenture from the transfer by any existing Convertible
	Debentures holders), except by way of inheritance.

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Attachment 2

Summary of the important Terms and Conditions of the Convertible Debentures No. 2

("the Convertible Debentures Set 2")

of JCK Hospitality Public Company Limited

Subject Detail	Detail
Issuer of Convertible	JCK Hospitality Public Company Limited ("JCKH")
Debentures
Type of Convertible	Senior Unsecured Convertible Debentures ("Convertible Debentures")
Debentures
Currency	THB
Total Principal amount	Not exceeding Baht 500 million as it can be break down into 3 Tranches
	as below;
	(1) Tranche 1 not exceeding Baht 150 million which is divided in to
	30 sub-tranches and Baht 5 million per sub-tranche
	(2) Tranche 2 not exceeding Baht 150 million which is divided in to
	30 sub-tranches and Baht 5 million per sub-tranche
	(3) Tranche 3 not exceeding Baht 200 million which is divided in to
	40 sub-tranches and Baht 5 million per sub-tranche
Conversion Condition	The Company which issued the convertible debentures following by
	Tranche (1 - 3) according to the liquidity of the Company. The issuance
	has to follow the condition president which is approval of the SEC and
	the SET and other regulator including condition and conversion of such
	Convertible Debentures.
	However, the timeframe of the conversion is within 3 years after
	shareholder's meeting approved the issuance. If the Company does not
	issue convertible debentures in full amount within 3 years, the Company
	may request a resolution of the Shareholders' Meeting to issue the
	unissued convertible debentures depending on the need for the
	Company.
Interest Rate	1.00 percent per annum, provided that the interest will be paid on a
	quarterly basis
Maturity Period	3 years after the issuance of each Tranche
Payback Condition	Repay in lump sum after each due of specific Tranche according to the
	term and condition of the Convertible Debenture. In such, for each
	Tranche the maturity period is 3 years after the issuance
Redeem Rights before	The holders of the Convertible Debentures may or may not have rights
Due Date	to redeem the Convertible Debentures before due date and/or the issuer

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