The SEC has ordered EMPIRE to clarify information regarding the Board of Directors' resolution approving the purchase of ordinary shares in NSLT, a company established on 3 November 2025 (which holds 99.9997% of shares in Namsap Laboratories (Thailand) Company Limited as its sole subsidiary), totaling 320,000 shares (representing 100% of NSLT's issued shares) with a par value of 100 baht per share, at a purchase price of 937.50 baht per share, for a total value of 300 million baht, from two NSLT shareholders as follows:

  (1) Namsap Laboratories Holding Company Limited (NSLH), holding 75%, through an Entire Business Transfer method, whereby EMPIRE will pay consideration to NSLH with newly issued ordinary shares of EMPIRE instead of cash payment. This constitutes a Private Placement (PP) of 150 million newly issued ordinary shares to NSLH at an exchange ratio of 1 ordinary share of NSLT per 625 newly issued ordinary shares of EMPIRE (representing 23.62% of EMPIRE's total issued and paid-up shares) at an offering price of 1.50 baht per share, for a total value of 225 million baht;

(2) Ruaysap Cosmetics Company Limited, holding 25%, through cash payment, whereby EMPIRE will pay 75 million baht in cash.

This NSLT share purchase transaction qualifies as an asset acquisition with a maximum size of 44.69% based on the total value of consideration paid or received criteria. The Board of Directors also approved the issuance and offering of newly issued ordinary shares through PP to NSLH as detailed above, totaling no more than 225 million baht, with the purpose of using the funds as consideration for purchasing NSLT shares.

Regarding EMPIRE's PP capital increase to pay consideration to NSLH at 23.62% of EMPIRE's total issued and paid-up shares, this will make NSLH the largest voting shareholder of EMPIRE. Therefore, it qualifies as a significant PP offering of newly issued shares, which must comply with PP share offering regulations under Clause 15(2) of the Capital Market Supervisory Board Notification No. Tor Jor. 28/2565 Re: Permission for Listed Companies to Offer Newly Issued Shares for Private Placement, dated 28 December 2022, which stipulates that PP share offerings that may result in the allottee becoming the largest voting shareholder in the listed company must include an independent financial advisor (IFA)'s report for shareholders' meeting consideration when voting on the agenda regarding such share issuance and offering. However, EMPIRE did not arrange for an IFA report as required by the above regulations.

Furthermore, EMPIRE disclosed information regarding the NSLT share purchase transaction and the PP capital increase through SETLink on 10 November 2025, including revisions on 20 and 24 November 2025. However, the information EMPIRE provided to shareholders remains unclear and lacks important information, particularly regarding the information and details EMPIRE used for considering the NSLT investment, the basis and reasonableness of assumptions used in preparing estimates to determine NSLT share price and exchange ratio, criteria for selecting NSLH as the PP investor, and benefits EMPIRE will receive from issuing and offering PP shares to such person. Additionally, the Board's opinion regarding the PP share issuance and offering lacks clarity on several matters, such as the adequacy of funding sources if proceeds from the share offering do not cover the entire budget required for project implementation, expected impacts on the company's business operations, as well as the company's financial position and operating results.

This transaction information constitutes material information that may affect shareholders' rights or investors' investment decisions, which EMPIRE has not disclosed completely and accurately. This may result in shareholders not receiving material information for decision-making when voting on related agendas. Therefore, the SEC exercised its authority under Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992) to require EMPIRE to clarify facts with additional relevant supporting documents regarding the NSLT investment consideration, including the PP capital increase as well as the cash payment to Ruaysap Cosmetics Company Limited, to the SEC by 1 December 2025, and to disclose such information to the public through SETLink.

Moreover, regarding EMPIRE's PP share offering above, it will be deemed to have received SEC approval when the meeting notice sent to the shareholders contains information as required by the Capital Market Supervisory Board Notification No. Tor Jor. 73/2558 Re: Items in Meeting Notice to Shareholders of Listed Companies for Approval of Securities Issuance and Offering, dated 28 October 2015. Therefore, if the meeting notice EMPIRE sends to its shareholders does not disclose material information completely, accurately, and sufficiently for decision-making when voting on the agenda requesting approval for new capital increase share issuance, and does not comply with PP capital increase regulations for significant cases, this will result in EMPIRE not receiving permission to offer PP shares. Such share offering without permission constitutes an offense under the Securities and Exchange Act. Additionally, if such share offering occurs, it may fall under the circumstances of Clause 7(4), (5), and (6) of the Capital Market Supervisory Board Notification Tor Jor. 28/2565, which may lead to suspension of the share offering.