News Detail

Date/Time
07 Jan 2021 19:02:00
Headline
Resolutions of the Board of Directors' Meeting on the Entering into the Connected Transaction and the Scheduling of the Extraordinary General Meeting of Shareholders No. 1/2021
Symbol
JTS
Source
JTS
Full Detailed News
Download Full Detailed News
                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 07-Jan-2021
Shareholder's meeting date               : 24-Feb-2021
Beginning time of meeting (h:mm)         : 14 : 00
Record date for the right to attend the  : 22-Jan-2021
meeting
Ex-meeting date                          : 21-Jan-2021
Significant agenda item                  :
  - Connected transaction
Venue of the meeting                     : No. 200, Moo 4, 9th floor, Jasmine 
International Tower, Chaengwatana Road, Pakkred Sub-district, Pakkred District,
Nonthaburi 11120
Remark                                   :

[ TRANSLATION ]


Our Ref. JTS/CS-001/2564

January 7, 2021

Subject    :    Resolutions of the Board of Directors' Meeting on the Entering into 
the Connected Transaction and the Scheduling of the Extraordinary General
Meeting of Shareholders No. 1/2021
Attention    :    The President of the Stock Exchange of Thailand
Enclosure    :    Information Memorandum on Connected Transaction with respect to the 
Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you of the resolutions of the Board of Directors' Meeting No. 1/2021,
convened on January 7, 2021. The Board of Directors resolved to consider and
approve the following material businesses as follows:

1.    The Board of Directors proposed that the shareholders' meeting consider and 
endorse the minutes of the 2020 Annual General Meeting of Shareholders, convened
 on June 23, 2020.

2.    The Board of Directors proposed that the shareholders' meeting consider and 
approve the granting of a loan, in an amount of up to THB 325,000,000 (three
hundred and twenty-five million baht only) with MLR interest, which at present
is of 5.25 percent per annum, totaling THB 359,125,000  (loan amount plus
interest), with the term of loan for 1 year with an extension right for another
1 year, totally not exceeding the period of 2 years, to a connected person of
the Company, Jasmine International Public Company Limited ("JAS") (JAS is a
shareholder of the Company, directly holding 32.80 percent of the shares in the
Company and indirectly holding 9.06 percent of the shares in the Company through
ACeS Regional Services Co., Ltd. and 9.05 percent of the shares in the Company
through T.J.P. Engineering Co., Ltd.; thus, having the total direct and indirect
shareholding in the Company of 50.91 percent of the total issued shares) (the
"Granting of Loan Transaction").

The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company.  The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions 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 (collectively, the
"Notifications on Connected Transactions"). The transaction represents the
highest transaction value of 35.80 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2020 was THB 1,003,095,674
(one thousand three million, ninety-five thousand, six hundred and seventy-four
baht only) calculated based on the reviewed consolidated financial statements
of the Company for the period ending September 30, 2020.

As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.

The details on the offer of financial assistance or the Granting of Loan 
Transaction are set out in the Information Memorandum on Connected Transaction
with respect to the Offer of Financial Assistance to Connected Person, attached
hereto as the Enclosure.

3.    The Board of Directors approved the appointment of OptAsia Capital Co., Ltd. 
which is a financial advisor with its name under the approved list of the SEC,
as the independent financial advisor to provide opinions for the Company on the
connected transaction with respect to the offer of financial assistance.

4.    The Board of Directors approved the scheduling of the Extraordinary General 
Meeting of Shareholders No. 1/2021 on Wednesday, February 24, 2021 at 14.00 p.m.
For this time, due to the outbreak of the 2019 coronavirus (COVID-19) that
causes the Company to be unable to arrange the Meeting at the Company's meeting
place as usual, the Shareholders' Meeting will be held via electronic method
pursuant to the Emergency Decree on Electronic Meeting B.E. 2563 (2020) at No.
200, Moo 4, 9th floor, Jasmine International Tower, Chaengwatana Road, Pakkred
Sub-district, Pakkred District, Nonthaburi 11120. To this regard, the Company
has complied with the provisions of Section 9 of the Emergency Decree on Public
Administration in Emergency Situations, B.E. 2548 (No. 16), dated January 3,
2021 together with the order of the Center for the Epidemic Situation of
Coronavirus 2019 (COVID-19) 1/2021 on the situation area designated as the
highest control area according to the regulations issued under Section 9 of the
Emergency Decree on Public Administration in Emergency Situation B.E. 2548,
dated January 3, 2021.
The agenda items to be discussed are as follows:

Agenda Item 1:    To consider and endorse the Minutes of the 2020 Annual General 
Meeting of Shareholders, convened on June 23, 2020;
Agenda Item 2:    To consider and approve the offer of financial assistance to 
Jasmine International Public Company Limited, which constitutes a connected
transaction of the Company
Agenda Item 3:    Other matters (if any)
In this regard, January 22, 2021 is scheduled as the date to record the names of
the shareholders who are entitled to attend the Extraordinary General Meeting
of Shareholders No. 1/2021 (Record Date); furthermore, the Board of Directors,
and/or the Acting President, and/or any person appointed by the Board of
Directors and/or the Acting President, shall be authorized to amend or change
the date to record the names of the shareholders who are entitled to attend the
Extraordinary General Meeting of Shareholders No. 1/2021, including to amend or
change the date, time, and venue of the Extraordinary General Meeting of
Shareholders No. 1/2021 in the case of any issue concerning the preparation of
documentation and information which results in a delay in the delivery of
documentation and information to the shareholders within the period required by
law, or in the case of any necessary circumstance requiring the Company to amend
 or change the date or time as appropriate.

The invitation letter to the Extraordinary General Meeting of Shareholders No. 
1/2021 together with the documents for the meeting are posted on the Company
website (http://www.jts.co.th) on Monday, February 1, 2021.


Please be informed accordingly.

Sincerely yours,
Jasmine Telecom Systems Public Company Limited.

 [Pleumjai Sinarkorn]
(Mr. Pleumjai Sinarkorn)
Chairman of the Board of Directors
 
Information Memorandum on Connected Transaction:
The Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you that the Board of Directors' Meeting No. 1/2021, convened on  January
7, 2021, resolved to propose to the shareholders' meeting to consider and
approve the granting of a loan, in an amount of up to THB 325,000,000 (three
hundred and twenty-five million baht only) with MLR interest , which at present
is of 5.25 percent per annum, totaling THB 359,125,000 (loan amount plus
interest), with the term of loan for 1 year with an extension right for another
1 year, totally not exceeding the period of 2 years, to a connected person of
the Company, Jasmine International Public Company Limited ("JAS") (JAS is a
shareholder of the Company, directly holding 32.80 percent of the shares in the
Company, and indirectly holding 9.06 percent of the shares in the Company
through ACeS Regional Services Co., Ltd. and 9.05 percent of the shares in the
Company through T.J.P. Engineering Co., Ltd.; thus, having the total direct and
indirect shareholding in the Company of 50.91 percent of the total issued
shares) (the "Granting of Loan Transaction").
The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company. The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions 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 (collectively, the
"Notifications on Connected Transactions").  The transaction represents the
highest transaction value of 35.80 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2020 was THB 1,003,095,674
(one thousand three million, ninety-five thousand, six hundred and seventy-four
baht only) calculated based on the reviewed consolidated financial statements of
 the Company for the period ending September 30, 2020.
As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders1;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.
    To this regard, the Board of Directors resolved to appoint OptAsia Capital Co.,
 Ltd as the
Company's IFA.

                                      
[1]     In this case, the interested shareholders of the Company are JAS, ACeS 
Regional Services Co., Ltd., and T.J.P. Engineering Co., Ltd. (ACeS Regional
Services Co., Ltd. and T.J.P. Engineering Co., Ltd. are the subsidiaries of
JAS), including Mr. Pleumjai Sinarkorn and Mr.Somboon Patcharasopak.


The Information Memorandum with respect to the Granting of Loan Transaction is 
detailed as follows:
1.    Transaction date
After the Extraordinary General Meeting of Shareholders No. 1/2021, to be 
convened on
February 24, 2021, resolves to approve the entering into the transaction and 
after JAS completely repays the existing loan that the Company previously
granted to JAS, amounting THB 300,000,000, due on February 26, 2021, to the
Company.
2.    Name of related parties and its relationship with the listed company
Lender    :    Jasmine Telecom Systems Public Company Limited
Borrower    :    Jasmine International Public Company Limited ("JAS")
Relationship with the Company:    :    JAS is a major shareholder of the Company, 
directly holding 32.80 percent of the shares in the Company and indirectly
holding 9.06 percent of the shares in the Company through ACeS Regional Services
Co., Ltd. and 9.05 percent of the shares in the Company through T.J.P.
Engineering Co., Ltd.;thus, having the total direct and indirect shareholding in
 the Company of 50.91 percent of the total issued shares.

3.    General characteristics of the transaction
The Company resolved to grant JAS a loan, in an amount of up to THB 325,000,000 
(three hundred and twenty-five million baht only) with MLR interest, which at
present is of 5.25 percent per annum, totaling THB 359,125,000 (loan amount plus
interest) to use as working capital, with the term of loan for 1 year with an
extension right for another 1 year, totally not exceeding the period of 2 years,
under the condition that JAS is required to repay the Company an interest once
every quarter.
The interest rate which the Company agreed with JAS to pay is an MLR interest 
rate of Bangkok Bank Public Company Limited, as at the date on which the Board
of Directors resolved to propose to the shareholders' meeting to consider and
approve an offer of financial assistance or the Granting of Loan Transaction,
which is equivalent to 5.25 percent per annum. However, the Company will
consider adjusting the rate anew to be in accordance with the latest MLR rate
announced by Bangkok Bank Public Company Limited.
4.    Total value and methods used to determine the total transaction value
The Granting of Loan Transaction including the interest incurred therefrom, 
totaling THB 359,125,000, represents the highest transaction value of 35.80
percent of the net tangible assets of the Company (the net tangible assets as at
September 30, 2020 was THB 1,003,095,674 (one thousand three million,
ninety-five thousand, six hundred and seventy-four baht only) calculated based
on the reviewed consolidated financial statements of the Company for the period
ending September 30, 2020.

5.    Connected persons, and nature and scope of interests of the connected person
The Granting of the Loan is considered as an offer of financial assistance to 
JAS which is a major shareholder of the Company, holding a total of 50.91
percent of the total issued shares of the Company, directly and indirectly.  The
details of the connected persons and the nature of the interests are as
follows:
    Name    Nature of Interests    Number of Shares held in the Company
(As at April 28, 2020)
1.    Jasmine International Public Company Limited    Major shareholder of the 
Company    231,714,400 shares
(equivalent to 32.80 percent of the total issued shares of the Company)
2.    ACeS Regional Services Co., Ltd.1    Shareholder of the Company and subsidiary 
of JAS    64,027,700 shares
(equivalent to 9.06 percent of the total issued shares of the Company)
3.    T.J.P. Engineering Co., Ltd.2        63,918,000 shares
(equivalent to 9.05 percent of the total issued shares of the Company)
4.    Mr. Pleumjai Sinarkorn    Director of JAS    50,000 shares
(equivalent to 0.00 percent of the total issued shares of the Company)
5.    Mr. Somboon Patcharasopak    Director of JAS    400 shares
(equivalent to 0.00 percent of the total issued shares of the Company)
Remarks:    1.    ACeS Regional Services Co., Ltd. ("ARS") is a subsidiary of JAS, 
whereby JAS indirectly holds shares in ARS as follows: 98.04 percent of ARS
shares are held by ACeS (Thailand) Co., Ltd. ("ACT"), 58.84 percent of ACT
shares are held by Jasmine International Overseas Co., Ltd. ("JIOC") and 39.82
percent of JIOC shares are held by JAS;
2.    T.J.P. Engineering Co., Ltd. ("TJP") is a subsidiary of JAS, whereby 80 
percent of its shares are held by JAS and the other 20 percent are held by
Acumen Co., Ltd. ("ACU") which is another subsidiary of JAS.
JAS, ACeS Regional Services Co., Ltd. and T.J.P. Engineering Co., Ltd., 
including Mr. Pleumjai Sinarkorn and Mr.Somboon Patcharasopak are interested
shareholders of the Company who are not entitled to cast the votes on the agenda
item in the shareholders' meeting which proposes that the meeting consider and
approve the offer for financial assistance or the Granting of Loan Transaction
which has been provided to JAS.
6.    Sources of funds and sufficiency of the working capital
The funds which the Company uses as a loan granted to JAS are from the deposit 
and the short-term investment that the Company has deposited with the financial
institution and the loan previously granted to JAS, amounting THB 327.50 million
in total which is repaid to the Company by JAS in January and February 2021,
respectively. After the Company grants the Loan to JAS, the Company shall still
be able to maintain a sufficient amount of working capital.

7.    Attendance and voting in the Board of Directors' Meeting of the interested 
directors
At the Board of Directors' Meeting No. 1/2021, convened on January 7, 2021 to 
propose to the shareholders' meeting to consider and approve the offer of
financial assistance (or the Granting of  Loan Transaction) to JAS, there were 4
directors namely, Mr. Pleumjai Sinarkorn, Chairman of the Board of Directors,
Mr.Somboon Patcharasopak, Director, Mrs. Nonglug Pongsrihadulchai, Director, and
Mrs. Nitt Visesphan, Director, who are considered as interested directors with
respect to this matter (collectively, the "Interested Directors").  As a result,
such Interested Directors did not attend the meeting nor did they cast votes on
 such agenda item.
8.    Opinion of the Board of Directors on the entering into the connected 
transaction
After due consideration by taking into account the rationale and the best 
interests of the Company and its shareholders, the Board of Directors (not
including the Interested Directors) was of the opinion that such transaction to
offer the financial assistance is reasonable and would directly benefit the
Company.  Furthermore, the loan interest rate for this transaction is higher
than the current maximum return rate that the Company receives from depositing
funds with the financial institution. The Board of Directors then resolved to
approve the offer of financial assistance to JAS, in an amount of up to THB
325,000,000 (three hundred and twenty-five million baht only) with MLR interest,
which at present is of 5.25 percent per annum; however, the Company will
consider adjusting the rate anew to be in accordance with the latest MLR rate
announced by Bangkok Bank Public Company Limited. Furthermore, the Board of
Directors also resolved to propose that the Extraordinary General Meeting of
Shareholders No.1/2021 consider and approve the offer of financial assistance or
the Granting of Loan Transaction.  In this regard, the Company has agreed to
appoint an independent financial advisor (i.e. OptAsia Capital Co., Ltd.) to
provide opinions to the shareholders on the reasonableness and the benefits as
well as the fairness and condition with respect to the Granting of Loan
Transaction.
9.    Opinion of the Audit Committee and/or directors of the Company which are 
different from those of the Board of Directors under Clause 8
None.
______________________________________________________________________

Connected transaction


[ TRANSLATION ]


Our Ref. JTS/CS-001/2564

January 7, 2021

Subject    :    Resolutions of the Board of Directors' Meeting on the Entering into 
the Connected Transaction and the Scheduling of the Extraordinary General
Meeting of Shareholders No. 1/2021
Attention    :    The President of the Stock Exchange of Thailand
Enclosure    :    Information Memorandum on Connected Transaction with respect to the 
Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you of the resolutions of the Board of Directors' Meeting No. 1/2021,
convened on January 7, 2021. The Board of Directors resolved to consider and
approve the following material businesses as follows:

1.    The Board of Directors proposed that the shareholders' meeting consider and 
endorse the minutes of the 2020 Annual General Meeting of Shareholders, convened
 on June 23, 2020.

2.    The Board of Directors proposed that the shareholders' meeting consider and 
approve the granting of a loan, in an amount of up to THB 325,000,000 (three
hundred and twenty-five million baht only) with MLR interest, which at present
is of 5.25 percent per annum, totaling THB 359,125,000  (loan amount plus
interest), with the term of loan for 1 year with an extension right for another
1 year, totally not exceeding the period of 2 years, to a connected person of
the Company, Jasmine International Public Company Limited ("JAS") (JAS is a
shareholder of the Company, directly holding 32.80 percent of the shares in the
Company and indirectly holding 9.06 percent of the shares in the Company through
ACeS Regional Services Co., Ltd. and 9.05 percent of the shares in the Company
through T.J.P. Engineering Co., Ltd.; thus, having the total direct and indirect
shareholding in the Company of 50.91 percent of the total issued shares) (the
"Granting of Loan Transaction").

The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company.  The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions 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 (collectively, the
"Notifications on Connected Transactions"). The transaction represents the
highest transaction value of 35.80 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2020 was THB 1,003,095,674
(one thousand three million, ninety-five thousand, six hundred and seventy-four
baht only) calculated based on the reviewed consolidated financial statements
of the Company for the period ending September 30, 2020.

As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.

The details on the offer of financial assistance or the Granting of Loan 
Transaction are set out in the Information Memorandum on Connected Transaction
with respect to the Offer of Financial Assistance to Connected Person, attached
hereto as the Enclosure.

3.    The Board of Directors approved the appointment of OptAsia Capital Co., Ltd. 
which is a financial advisor with its name under the approved list of the SEC,
as the independent financial advisor to provide opinions for the Company on the
connected transaction with respect to the offer of financial assistance.

4.    The Board of Directors approved the scheduling of the Extraordinary General 
Meeting of Shareholders No. 1/2021 on Wednesday, February 24, 2021 at 14.00 p.m.
For this time, due to the outbreak of the 2019 coronavirus (COVID-19) that
causes the Company to be unable to arrange the Meeting at the Company's meeting
place as usual, the Shareholders' Meeting will be held via electronic method
pursuant to the Emergency Decree on Electronic Meeting B.E. 2563 (2020) at No.
200, Moo 4, 9th floor, Jasmine International Tower, Chaengwatana Road, Pakkred
Sub-district, Pakkred District, Nonthaburi 11120. To this regard, the Company
has complied with the provisions of Section 9 of the Emergency Decree on Public
Administration in Emergency Situations, B.E. 2548 (No. 16), dated January 3,
2021 together with the order of the Center for the Epidemic Situation of
Coronavirus 2019 (COVID-19) 1/2021 on the situation area designated as the
highest control area according to the regulations issued under Section 9 of the
Emergency Decree on Public Administration in Emergency Situation B.E. 2548,
dated January 3, 2021.
The agenda items to be discussed are as follows:

Agenda Item 1:    To consider and endorse the Minutes of the 2020 Annual General 
Meeting of Shareholders, convened on June 23, 2020;
Agenda Item 2:    To consider and approve the offer of financial assistance to 
Jasmine International Public Company Limited, which constitutes a connected
transaction of the Company
Agenda Item 3:    Other matters (if any)
In this regard, January 22, 2021 is scheduled as the date to record the names of
the shareholders who are entitled to attend the Extraordinary General Meeting
of Shareholders No. 1/2021 (Record Date); furthermore, the Board of Directors,
and/or the Acting President, and/or any person appointed by the Board of
Directors and/or the Acting President, shall be authorized to amend or change
the date to record the names of the shareholders who are entitled to attend the
Extraordinary General Meeting of Shareholders No. 1/2021, including to amend or
change the date, time, and venue of the Extraordinary General Meeting of
Shareholders No. 1/2021 in the case of any issue concerning the preparation of
documentation and information which results in a delay in the delivery of
documentation and information to the shareholders within the period required by
law, or in the case of any necessary circumstance requiring the Company to amend
 or change the date or time as appropriate.

The invitation letter to the Extraordinary General Meeting of Shareholders No. 
1/2021 together with the documents for the meeting are posted on the Company
website (http://www.jts.co.th) on Monday, February 1, 2021.


Please be informed accordingly.

Sincerely yours,
Jasmine Telecom Systems Public Company Limited.

 [Pleumjai Sinarkorn]
(Mr. Pleumjai Sinarkorn)
Chairman of the Board of Directors
 
Information Memorandum on Connected Transaction:
The Offer of Financial Assistance to Connected Person

Jasmine Telecom Systems Public Company Limited (the "Company") would like to 
inform you that the Board of Directors' Meeting No. 1/2021, convened on  January
7, 2021, resolved to propose to the shareholders' meeting to consider and
approve the granting of a loan, in an amount of up to THB 325,000,000 (three
hundred and twenty-five million baht only) with MLR interest , which at present
is of 5.25 percent per annum, totaling THB 359,125,000 (loan amount plus
interest), with the term of loan for 1 year with an extension right for another
1 year, totally not exceeding the period of 2 years, to a connected person of
the Company, Jasmine International Public Company Limited ("JAS") (JAS is a
shareholder of the Company, directly holding 32.80 percent of the shares in the
Company, and indirectly holding 9.06 percent of the shares in the Company
through ACeS Regional Services Co., Ltd. and 9.05 percent of the shares in the
Company through T.J.P. Engineering Co., Ltd.; thus, having the total direct and
indirect shareholding in the Company of 50.91 percent of the total issued
shares) (the "Granting of Loan Transaction").
The Granting of Loan Transaction constitutes a connected transaction as it is an
entering into a transaction with a major shareholder of the Company. The
Granting of Loan Transaction is classified as a Class 5 Connected Transaction,
i.e., an offer of financial assistance, pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions 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 (collectively, the
"Notifications on Connected Transactions").  The transaction represents the
highest transaction value of 35.80 percent of the net tangible assets of the
Company (the net tangible assets as at September 30, 2020 was THB 1,003,095,674
(one thousand three million, ninety-five thousand, six hundred and seventy-four
baht only) calculated based on the reviewed consolidated financial statements of
 the Company for the period ending September 30, 2020.
As the transaction value exceeds 3.00 percent of the net tangible assets of the 
Company, the Company has the following duties:
(1)    To disclose the information memorandum on the Granting of Loan Transaction 
as required by the Notifications on Connected Transactions;
(2)    To convene a shareholders' meeting to seek approval on the Granting of Loan 
Transaction, whereby the resolution shall be passed by votes of no less than
three-quarters of the total votes cast by the shareholders attending the meeting
and eligible to vote, without counting the votes cast by the interested
shareholders1;
(3)    To appoint an independent financial advisor (IFA) to provide opinions on the
Granting of Loan Transaction, including to submit such opinions to the Office
of the Securities and Exchange Commission (the "SEC"), the Stock Exchange of
Thailand (the "Stock Exchange") and the shareholders.
    To this regard, the Board of Directors resolved to appoint OptAsia Capital Co.,
 Ltd as the
Company's IFA.

                                      
[1]     In this case, the interested shareholders of the Company are JAS, ACeS 
Regional Services Co., Ltd., and T.J.P. Engineering Co., Ltd. (ACeS Regional
Services Co., Ltd. and T.J.P. Engineering Co., Ltd. are the subsidiaries of
JAS), including Mr. Pleumjai Sinarkorn and Mr.Somboon Patcharasopak.


The Information Memorandum with respect to the Granting of Loan Transaction is 
detailed as follows:
1.    Transaction date
After the Extraordinary General Meeting of Shareholders No. 1/2021, to be 
convened on
February 24, 2021, resolves to approve the entering into the transaction and 
after JAS completely repays the existing loan that the Company previously
granted to JAS, amounting THB 300,000,000, due on February 26, 2021, to the
Company.
2.    Name of related parties and its relationship with the listed company
Lender    :    Jasmine Telecom Systems Public Company Limited
Borrower    :    Jasmine International Public Company Limited ("JAS")
Relationship with the Company:    :    JAS is a major shareholder of the Company, 
directly holding 32.80 percent of the shares in the Company and indirectly
holding 9.06 percent of the shares in the Company through ACeS Regional Services
Co., Ltd. and 9.05 percent of the shares in the Company through T.J.P.
Engineering Co., Ltd.;thus, having the total direct and indirect shareholding in
 the Company of 50.91 percent of the total issued shares.

3.    General characteristics of the transaction
The Company resolved to grant JAS a loan, in an amount of up to THB 325,000,000 
(three hundred and twenty-five million baht only) with MLR interest, which at
present is of 5.25 percent per annum, totaling THB 359,125,000 (loan amount plus
interest) to use as working capital, with the term of loan for 1 year with an
extension right for another 1 year, totally not exceeding the period of 2 years,
under the condition that JAS is required to repay the Company an interest once
every quarter.
The interest rate which the Company agreed with JAS to pay is an MLR interest 
rate of Bangkok Bank Public Company Limited, as at the date on which the Board
of Directors resolved to propose to the shareholders' meeting to consider and
approve an offer of financial assistance or the Granting of Loan Transaction,
which is equivalent to 5.25 percent per annum. However, the Company will
consider adjusting the rate anew to be in accordance with the latest MLR rate
announced by Bangkok Bank Public Company Limited.
4.    Total value and methods used to determine the total transaction value
The Granting of Loan Transaction including the interest incurred therefrom, 
totaling THB 359,125,000, represents the highest transaction value of 35.80
percent of the net tangible assets of the Company (the net tangible assets as at
September 30, 2020 was THB 1,003,095,674 (one thousand three million,
ninety-five thousand, six hundred and seventy-four baht only) calculated based
on the reviewed consolidated financial statements of the Company for the period
ending September 30, 2020.

5.    Connected persons, and nature and scope of interests of the connected person
The Granting of the Loan is considered as an offer of financial assistance to 
JAS which is a major shareholder of the Company, holding a total of 50.91
percent of the total issued shares of the Company, directly and indirectly.  The
details of the connected persons and the nature of the interests are as
follows:
    Name    Nature of Interests    Number of Shares held in the Company
(As at April 28, 2020)
1.    Jasmine International Public Company Limited    Major shareholder of the 
Company    231,714,400 shares
(equivalent to 32.80 percent of the total issued shares of the Company)
2.    ACeS Regional Services Co., Ltd.1    Shareholder of the Company and subsidiary 
of JAS    64,027,700 shares
(equivalent to 9.06 percent of the total issued shares of the Company)
3.    T.J.P. Engineering Co., Ltd.2        63,918,000 shares
(equivalent to 9.05 percent of the total issued shares of the Company)
4.    Mr. Pleumjai Sinarkorn    Director of JAS    50,000 shares
(equivalent to 0.00 percent of the total issued shares of the Company)
5.    Mr. Somboon Patcharasopak    Director of JAS    400 shares
(equivalent to 0.00 percent of the total issued shares of the Company)
Remarks:    1.    ACeS Regional Services Co., Ltd. ("ARS") is a subsidiary of JAS, 
whereby JAS indirectly holds shares in ARS as follows: 98.04 percent of ARS
shares are held by ACeS (Thailand) Co., Ltd. ("ACT"), 58.84 percent of ACT
shares are held by Jasmine International Overseas Co., Ltd. ("JIOC") and 39.82
percent of JIOC shares are held by JAS;
2.    T.J.P. Engineering Co., Ltd. ("TJP") is a subsidiary of JAS, whereby 80 
percent of its shares are held by JAS and the other 20 percent are held by
Acumen Co., Ltd. ("ACU") which is another subsidiary of JAS.
JAS, ACeS Regional Services Co., Ltd. and T.J.P. Engineering Co., Ltd., 
including Mr. Pleumjai Sinarkorn and Mr.Somboon Patcharasopak are interested
shareholders of the Company who are not entitled to cast the votes on the agenda
item in the shareholders' meeting which proposes that the meeting consider and
approve the offer for financial assistance or the Granting of Loan Transaction
which has been provided to JAS.
6.    Sources of funds and sufficiency of the working capital
The funds which the Company uses as a loan granted to JAS are from the deposit 
and the short-term investment that the Company has deposited with the financial
institution and the loan previously granted to JAS, amounting THB 327.50 million
in total which is repaid to the Company by JAS in January and February 2021,
respectively. After the Company grants the Loan to JAS, the Company shall still
be able to maintain a sufficient amount of working capital.

7.    Attendance and voting in the Board of Directors' Meeting of the interested 
directors
At the Board of Directors' Meeting No. 1/2021, convened on January 7, 2021 to 
propose to the shareholders' meeting to consider and approve the offer of
financial assistance (or the Granting of  Loan Transaction) to JAS, there were 4
directors namely, Mr. Pleumjai Sinarkorn, Chairman of the Board of Directors,
Mr.Somboon Patcharasopak, Director, Mrs. Nonglug Pongsrihadulchai, Director, and
Mrs. Nitt Visesphan, Director, who are considered as interested directors with
respect to this matter (collectively, the "Interested Directors").  As a result,
such Interested Directors did not attend the meeting nor did they cast votes on
 such agenda item.
8.    Opinion of the Board of Directors on the entering into the connected 
transaction
After due consideration by taking into account the rationale and the best 
interests of the Company and its shareholders, the Board of Directors (not
including the Interested Directors) was of the opinion that such transaction to
offer the financial assistance is reasonable and would directly benefit the
Company.  Furthermore, the loan interest rate for this transaction is higher
than the current maximum return rate that the Company receives from depositing
funds with the financial institution. The Board of Directors then resolved to
approve the offer of financial assistance to JAS, in an amount of up to THB
325,000,000 (three hundred and twenty-five million baht only) with MLR interest,
which at present is of 5.25 percent per annum; however, the Company will
consider adjusting the rate anew to be in accordance with the latest MLR rate
announced by Bangkok Bank Public Company Limited. Furthermore, the Board of
Directors also resolved to propose that the Extraordinary General Meeting of
Shareholders No.1/2021 consider and approve the offer of financial assistance or
the Granting of Loan Transaction.  In this regard, the Company has agreed to
appoint an independent financial advisor (i.e. OptAsia Capital Co., Ltd.) to
provide opinions to the shareholders on the reasonableness and the benefits as
well as the fairness and condition with respect to the Granting of Loan
Transaction.
9.    Opinion of the Audit Committee and/or directors of the Company which are 
different from those of the Board of Directors under Clause 8
None.
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer 
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases.  In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.