Nex Point : Notification of Connected Transaction

NEX-CS 009 /2022

15 August 2022

Subject: Notification of Connected Transaction (Financial assistance provided to an associate company)

To: President

The Stock Exchange of Thailand

Nex Point Public Company Limited. ("the Company") would like to notify the resolutions of the Board of Directors' Meeting No. 4/2022 held on 15 August 2022, which has been considered and approved as follows;

1. Approved a credit guarantee of Absolute Assembly Co., ltd (AAB) for baht 518.40 million (in proportion to its shareholding of 45 percent)
2. Approved a credit guarantee of Absolute Assembly Co., ltd (AAB) for baht 225 million and for US dollar 6.3 million (in proportion to its shareholding of 45 percent)

However, This is considered financial assistance transactions is considered a related transaction connected because it is a transaction with a juristic person that is an associated company with major shareholders and common directors with the Company when calculating the size of the list The transaction size is more than 3 % of the net tangible assets (NTA) of the Company based on the Company's reviewed consolidated financial statements. which has been reviewed by the Certified Public Accountant. Therefore, the Company is obliged to seek approval from the shareholders' meeting of the Company. But such assistance according to the proportion that the company having interests in that juristic person, the Company is therefore exempted from having to seek approval from the shareholders' meeting on such matters. but must request approval for entering into the transaction from the Board of Directors' meeting and disclose the said transaction to the Stock Exchange of Thailand ("SET") according to the Notification of Connected Transactions The details of entering into the transaction appear as follows. details below

Details Item:

1. Approved a credit guarantee of AAB in the amount of baht 518.40 million (in proportion to its shareholding of 45%)

1.)	Date of Transection	Within the Q'3 of 2022
2.)	Transaction Party and Relationship with the Listed Company:
	Financial support:	Nex Point Public Company Limited ("NEX")
		Holding 45% of all AAB's shares
	Financial receiver:		An associate company namely, Absolute Assembly Co., ltd (AAB)
	Establishment date:	: 1 May 2020
	Registration number	: 010-556-306-9167
	Paid-up capital	:	1,500 million baht
	Business type:	:	To operate the business of manufacturing, assembling electric

Page 1 of 6

vehicles, distributing and service about All types of electric vehicles

Board of Directors:	1	Mr. Somphote Ahunai
	2	Mr. Amorn Saptaveekul
	3	Mr. Vasu Klomkliang
	4	Mr. Khanist Srivajiraphabha
	5	Miss Inthira Chuaysanit
List of shareholders:	1	EA Mobility Holding Co., Ltd	holding 55%
	2	Nex Point Public Company Limited	holding 45 %
	3	Mr. Somphote Ahunai	holding 0%
	4	Mr. Amorn Saptaveekul	holding 0%

Relationship : listed Company and the juristic person who, receiving financial assistance is related to a connected company, according to the announcement of the capital market No. TorJor. 21/2551 regarding rules for making connected transactions and announcement of the Stock Exchange of Thailand Re: Disclosure of Information and Practices of Listed Companies Connected, B.E 2546

EA Mobility Holding Co., Ltd holds 40.01% in the Company and holding 55% in AAB

3.) Description of Transection

The Company has provided financial assistance to an associated company, Absolute Assembly Company Limited, by credit guarantee from a commercial bank. According to the proportion of 45% shareholding in the amount of Baht 518.40 million to finance the operation of Absolute Assembly Company Limited, with a guarantee fee of 1% per year. of the guarantee amount

4.) Transections Size:

The Company wishes to provide financial assistance to AAB with the transaction size as follows:

1.	Guarantee limit:	Baht 518.40 million
2.	Guarantee period:	No fixed term of the revolving loan agreement.
		because it is a revolving loan type L/C, D L/C, T/R, P/N and Forward
3.	Guarantee assets:	-None-
4.	Impact on the rights of shareholders Does not affect voting rights, rights to share profits of shareholders
5.	Item Size Measurement	Consolidated financial statements as of 31 March 2022

Page 2 of 6

								(thousand baht)
								Nex Point @ 31.03.22
		Total Assets				3,832,284
		Less goodwill		-	201,498
		Less intangible assets	-	455,467
		Less Total Liabilities	-	828,421
		Less NCI		-	207,992
		NTA				2,138,906
								(thousand baht)	(%)
	calculation criteria			calculation		stand for		size
	1)Net Tangible Asset value (NTA)		NTA of property x Shareholding		518,400			24.2367%
		NTA of Company		2,138,906

Therefore, NEX entered into a transaction with a connected company. with a transaction value of baht

518.40 million, which is considered financial aid list is considered a connected transaction because it is a transaction with a juristic person that is an associated company with major shareholders and common directors with the Company when calculating the size of the list The transaction size is more than 3% of the net tangible assets (NTA) of the Company, with the transaction size equal to 24.24%, based on the Company's reviewed consolidated financial statements. which has been reviewed by the Certified Public Accountant as of March 31, 2022. Therefore, the Company is obliged to seek approval from the shareholders' meeting of the Company. But such assistance according to the proportion that the Company has interests in that juristic person, the Company is therefore exempted from having to seek approval from the shareholders' meeting on such matters. but has a duty to request approval from the Board of Directors' meeting and disclose the transaction to the Stock Exchange of Thailand ("SET") according to the Notification of Connected Transactions

When calculating transactions with connected companies accumulate transactions for the past 6 months, when calculating the transaction size is more than 3% of the net tangible assets (NTA) of the Company, with the transaction size equal to 43.92%. according to the proportion that the Company has interests in that juristic person, the Company is therefore exempted from having to seek approval from the shareholders' meeting on such matters. but has a duty to request approval from the Board of Directors' meeting and disclose the said transaction to the Stock Exchange of Thailand ("SET") according to the Notification of Connected Transactions.

Page 3 of 6

5.) Financial Source for the Financial Assistance

The Company uses the fund from receiving advance payments for goods from customers as finance loans to associated company, with the remaining funds is still sufficient for future business operations.

6.) Opinion Of the Board Directors

The Board of Directors has considered the reasons and resolved that providing such financial assistance It was a reasonable transaction and would be beneficial to the Company's business. Therefore, it was resolved to provide financial assistance to AAB as proposed by the Executive Director for approval.

In this regard, Directors with conflict of interest as listed 1. Mr. Amorn Saptaweekul 2. Mr. Vasu Klomkliang did not attend the meeting and did not vote on this agenda

7.) Opinion of the Audit Committee which is different from the Board of Directors' opinion -None-

2. Approved a credit guarantee of Absolute Assembly Co., ltd (AAB) for baht 225 million and for US dollar 6.3 million (in proportion to its shareholding of 45 percent)

1.) Date of Transection	Within the Q'3 of 2022
2.) Transaction Party and Relationship with the Listed Company:
Financial support:	Nex Point Public Company Limited ("NEX")
	Holding 45% of all AAB's shares
Financial receiver:	An associate company namely, Absolute Assembly Co., ltd (AAB)
Establishment date:	: 1 May 2020
Registration number	:	010-556-306-9167
Paid-up capital	:	1,500 million baht
Business type:	: To operate the business of manufacturing, assembling electric
		vehicles, distributing and service about All types of electric vehicles
Board of Directors:	1	Mr. Somphote Ahunai
	2	Mr. Amorn Saptaveekul
	3	Mr. Vasu Klomkliang
	4	Mr. Khanist Srivajiraphabha
	5	Miss Inthira Chuaysanit
List of shareholders:	1	EA Mobility Holding Co., Ltd	holding 55%
	2	Nex Point Public Company Limited	holding 45 %
	3	Mr. Somphote Ahunai	holding 0%
	4	Mr. Amorn Saptaveekul	holding 0%

Page 4 of 6

Relationship : listed Company and the juristic person who, receiving financial assistance is related to a connected company, according to the announcement of the capital market No. TorJor. 21/2551 regarding rules for making connected transactions and announcement of the Stock Exchange of Thailand Re: Disclosure of Information and Practices of Listed Companies Connected, B.E 2546

EA Mobility Holding Co., Ltd holds 40.01% in the Company and holding 55% in AAB

3.) Description of Transection

The Company has provided financial assistance to an associated company, Absolute Assembly Company Limited, by credit guarantee from a commercial bank. According to the proportion of 45% shareholding in the amount of Baht 225 million and US dollar amount 6.3 million US dollars (compared to Thai baht, approximately baht 232.96 million ,exchange rate 36.9776 baht / USD as of July 27, 2022) to finance the operation of Absolute Assembly Company Limited, with a guarantee fee of 1% per year. of the guarantee amount

4.) Transections Size:

The Company wishes to provide financial assistance to AAB with the transaction size as follows:

1.	Guarantee limit:	Baht 457.96 million
2.	Guarantee period:	No fixed term of the revolving loan agreement.
3.	Guarantee assets:	-None-
4.	Impact on the rights of shareholders Does not affect voting rights, rights to share profits of shareholders
5.	Item Size Measurement	Consolidated financial statements as of 31 March 2022
					(thousand baht)
					Nex Point @ 31.03.22
		Total Assets			3,832,284
		Less goodwill	-	201,498
		Less intangible assets	-	455,467
		Less Total Liabilities	-	828,421
		Less NCI	-	207,992
		NTA			2,138,906

					(thousand baht)		(%)
	calculation criteria		calculation		stand for		size
	1)Net Tangible Asset value (NTA)		NTA of property x Shareholding		457,959		21.4109%
		NTA of Company		2,138,906

Page 5 of 6