On 8 October 2024, SABUY will hold the extraordinary general meeting of shareholders to consider the agenda regarding the issuance and offering for sale of capital shares and warrants as well as the acquisition of ordinary shares of other companies. In this regard, 360 million shares will be offered for sale to Holding L Co., Ltd. to pay for the ordinary shares of LOCKBOX and LOCKVENT at the total value of 360 million baht. However, IFA views that the shareholders should not approve the acquisition transactions of LOCKBOX and LOCKVENT shares because SABUY’s current liquidity problem necessitates the seeking of fund to repay significant short-term liabilities. Therefore, the issuance of SABUY shares for the investment in LOCKBOX and LOCKVENT without immediate receipt of fund is unlikely to solve SABUY’s liquidity problem or ensure the best interests of SABUY shareholders in this current situation. 
 
In addition, at the extraordinary general shareholders’ meeting, SABUY will seek approval for (1) the private placement of 350 million shares together with 350 million warrants to Insignia Holding Limited (Insignia) (solely owned by Ms. Miss Ketsara Lothongkam), and (2) the private placement of 50 million shares together with 50 million warrants to Mr. Vrit Yongsakul, at the exercise ratio of 1 unit: 1 ordinary share with a two-year maturity term, at the exercise price of 1.20 baht per share. These private placements of newly issued shares would be significant transactions as they would affect the earnings ratio or the voting rights of shareholders (EPS/Control Dilution) at a rate exceeding 25 percent, which would consequently result in Insignia obtaining the most voting rights in SABUY. In this regard, IFA opines that the offer price of the ordinary shares and warrants as well as the exercise price aforementioned are inappropriate as they are lower than the fair value of SABUY shares. IFA estimates the prices by the adjusted book value at 1.38 baht per share. Nevertheless, as SABUY has limitation regarding business operation due to high liabilities and the possibilities of default in addition to the liquidity issue affecting going concern operation, SABUY needs to obtain proceeds from the private placements of shares and warrants. Thus, IFA advises that the proposed investment transactions be approved because it is necessary and for the best interests of SABUY.

However, the Board of Directors and the Audit Committee of SABUY view that the transactions are appropriate and reasonable and for the best interests of SABUY and its shareholders. The investment transactions of LOCKBOX and LOCKVENT are deemed venturing into new businesses that are expected to generate cashflows. In addition, Mr. Ithichai Poolvaraluck, the major shareholder of LOCKBOX and LOCKVENT, will become an executive of SABUY.
 
The SEC encourages SABUY shareholders to study information carefully, analyze the benefits and shortcomings as well as risks and impacts both in case of approval and decline of approval. They should also make necessary inquiries to SABUY executives to obtain complete information before exercising their voting rights to protect their interests.        
 
In any case, the proposed transactions require approval by at least three-fourths of the voting rights of the attending shareholders, excluding those with a conflict of interest."