The SEC has ordered TL to clarify the information regarding the TL board of directors’ resolution on 7 January 2026 approving the investment in Nestifly, a company that operates an electronic system or network for peer-to-peer lending transactions (peer-to-peer lending platform). Under the transaction structure, TL plans for its subsidiary, Techlead X Holding Co., Ltd., to acquire all Nestifly shares from Peer for You Public Company Limited (PEER), which holds 99.99 percent of the shares, and from Nestifly’s current minority shareholders, for a total transaction value not exceeding THB 113.5 million. The payment will be made in cash derived from: (1) the private placement (PP) offering of newly issued TL shares at a price of THB 0.25 per share, which the board determined after comparing the offering price with the market price based on the seven day retrospective weighted average price of TL shares (24 December 2025 – 6 January 2026), calculated at THB 0.27 per share; and (2) TL’s working capital.

The proposed acquisition of Nestifly constitutes an asset acquisition with the highest transaction size equal to 18 percent, calculated based on the total value of consideration paid or received basis. As the transaction size meets the criteria for transactions equal to or exceeding 15 percent but less than 50 percent, TL is required to prepare and disclose  information at a minimum as prescribed under Schedule (1) of 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 Acquisition and Disposition of Assets B.E. 2547 (2004), and to deliver a circular notice containing the minimum information as prescribed under Schedule (2) of such Notification to TL shareholders within 21 days from the date the company has disclosed the transaction to the SET.

However, the information submitted by TL through SETLink on 7 January 2026 remains unclear and lacks key material information. In particular, TL did not provide the information and analyses relied upon in evaluating the investment in Nestifly, for example, the rationale, appropriateness, and reasonableness of the assumptions used in preparing financial estimates to determine the share price; Nestifly’s business capability; the TL board’s opinion on appropriateness of the purchase price in light of Nestifly’s financial position, including its negative shareholders’ equity; Nestifly’s revenue generation ability and profitability outlook given its losses over the past three years; and Nestifly’s liabilities, especially the outstanding payables of THB 34,428,083 as disclosed.

TL must also clarify whether the investment in Nestifly aligns with the criteria for considering investments in technology businesses as disclosed in the supporting documents for the capital increase agenda, and whether any TL directors with a conflict of interest participated in the deliberation of this agenda. In addition, TL is required to disclose each director’s opinion regarding the appropriateness of the purchase price, including whether they approved or abstained from voting. TL must also clarify the reason it was unable to complete the PP offering of newly issued shares within three months from the date shareholders approved the issuance at the offering price of THB 0.41 per share, which resulted in the current offering at THB 0.25 per share.

The above transaction information constitutes material information that may affect shareholders' rights or investors' investment decision-making. Accordingly, the SEC, acting under Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), has ordered TL to clarify facts, together with supporting documents, relating to its investment decision in Nestifly to the SEC by 20 January 2026, and to disclose such information to the public via SETLink.