This instruction follows CIG’s letter dated 4 September 2025 explaining details from its Board Meeting No. 7/2025, including supporting information on the Board’s resolution to acquire ordinary shares in OW from Mr. Alex Loo Liat Wah. The purchase price was set at 180 baht per share, totaling 435 million baht, representing 24.17 percent of OW’s total issued and paid-up shares. The asset acquisition transaction has a maximum size equal to 49.99 percent based on total consideration value criteria. OW was established on 15 January 2025 for gold mining business operations and received rights for management and development of a mine in Canada.

Additionally, the Board approved a purpose-specific capital increase through issuance and RO of ordinary shares with a par value of 0.50 baht per share at an offer price of 0.10 baht per share, with a total amount not exceeding 311,381,474.90 baht, and a PP to Mr. Alex Loo Liat Wah (the seller of OW), with a total amount not exceeding 125 million baht. The proceeds from this capital increase are intended as payment for purchasing OW shares on the conditions that: (1) CIG must receive no less than 310 million baht from the RO, (2) legal due diligence related to investment in OW must be completed before the Extraordinary General Shareholders’ Meeting (EGM) scheduled for 22 September 2025 without materially affecting the transaction, and (3) after the PP, Mr. Alex Loo Liat Wah and related persons under Section 258* must not collectively hold the largest stake in CIG; otherwise, the PP will be cancelled.

The SEC found that key material information is still missing, particularly details used by CIG when considering investment in OW such as sources, appropriateness and reasonableness of assumptions used for pricing OW shares and determining swap ratio, criteria for selecting Mr. Alex as PP investor; benefits CIG will gain from offering PP shares, feasibility of plans for use of proceeds from PP offering, clarity regarding project implementation including sufficiency of funding sources required for successful operation of OW’s gold mining business, as well as individual opinions from each CIG director who voted to approve or abstained from voting on these matters.

Such information is material because it may affect securities holders’ rights or investors’ decision-making. Additionally, since CIG has not yet fully disclosed it correctly or completely, shareholders may lack sufficient material information when voting on relevant agenda items, the SEC, by virtue of Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), requires CIG to clarify facts and provide supporting documents regarding investment consideration in OW, including RO and PP capital increases, to the SEC by 12 September 2025. CIG must also disclose such information publicly via the Stock Exchange of Thailand (SET)’s Electronic Listed Company Information Transmission System (SETLink). 

Regarding the PP share offering at a specified price, the SEC considers approval granted if the shareholders’ meeting resolves clearly specifying offer price with an advance notice sent at least 14 days prior through SETLink, and the meeting notice contains all required particulars in compliance with the Notification of the Capital Market Supervisory Board No. Tor Jor 73/2558 Re: Items Required in Shareholders’ Meeting Notices Seeking Approval for Issuance and Offering of Securities, dated 28 October 2015.

If the meeting notice sent to shareholders by CIG does not disclose all material information correctly, completely and sufficiently for voting decisions on the capital share offering, it may fall under Clause 7(5) of the Notification of the Capital Market Supervisory Board No. Tor Jor 28/2565 Re: Permission for Listed Companies to Offer Newly Issued Shares through Private Placement, dated 28 December 2022, which could result in suspension or cancellation of such offering.   

Therefore, CIG should ensure that its shareholders receive all material information at least 14 days before the EGM seeking approval for PP share offering so that the shareholders will have sufficient time for voting consideration.

Remark:

* Referring to persons who are related or connected as defined under Section 258 of the Securities and Exchange Act B.E. 2535 (1992).