On 12 December 2025, the Board of Directors of STELLA, at Meeting No. 10/2025, resolved to propose for shareholders’ approval: (1) the ratification of the entry into the receipt of financial assistance from THANA, a related party, through amendments to the existing loan agreement with an aggregate credit limit of THB 1,300 million and amendments to the urgent loan agreement in the amount of THB 600 million (which had not been approved by shareholders prior to entering into the transaction), resulting in a total loan amount of THB 1,900 million; and (2) the approval of additional financial assistance from THANA amounting to THB 700 million through amendments to the credit limits under the loan agreement subject to ratification. Together, items (1) and (2) represent a total loan amount of THB 2,600 million. The transaction also includes extending the loan maturity date to 31 December 2028, maintaining the interest rate at 8.75%, and increasing the collateral by pledging additional ordinary shares of Wind Energy Holding Co., Ltd. (WEH) from 7,748,294 shares (7.12% of WEH’s total paid-up capital) to 11,286,311 shares (10.37%) to secure the entire loan.

According to STELLA’s Independent Financial Advisor (IFA), THANA’s internal financial statements as of 30 September 2025 showed cash and cash equivalents of THB 78.60 million. When compared with the additional loan of THB 1,300 million that THANA is required to extend to STELLA, such amount may be insufficient to fund the intended loan. As a result, WEH, as a shareholder holding 99.99% of THANA’s outstanding shares, will increase THANA’s registered capital from THB 2,000 million to THB 3,500 million. As of 25 December 2025, THANA had registered paid-up capital of THB 697.50 million, with full capital completion of THB 3,500.00 million expected within Q2/2026. This capital increase is expected to provide THANA with sufficient funds to extend financial assistance to STELLA. However, the IFA noted that this may affect WEH’s ability to pay dividends to STELLA.

Based on the IFA’s information, the SEC considers that, when taking into account STELLA’s stated objective for investing in WEH, the Board of Directors of STELLA, at Meeting No. 7/2025 on 27 August 2025, approved a share swap transaction with WEH’s shareholders, resulting in an increase in STELLA’s shareholding in WEH from 7,748,294 shares (7.12% of its total paid‑up capital) to 11,286,311 shares (10.37%). The Board explained that the acquisition of additional WEH shares was appropriate and beneficial to STELLA, as the transaction would enable STELLA to receive greater cash flow from dividends expected from the additional investment in WEH (subject to WEH’s future operating performance), increase its working capital, and enhance its ability to generate cash flows for its business operations. The Board further noted that the transaction would strengthen STELLA’s financial liquidity for ongoing operations and future investments, thereby supporting greater returns for shareholders, and was therefore appropriate and reasonable in light of the company’s objectives and necessity. Given that STELLA’s objective for investing in WEH is clearly to obtain dividend income from WEH to support its financial liquidity, the fact that THANA does not have sufficient funds to lend to STELLA—and that such lending would instead rely on capital injections into THANA by WEH, its 99.99% major shareholder—may adversely affect STELLA by reducing the dividend distribution that STELLA may otherwise receive from WEH.

Therefore, the SEC questions whether the proposed transaction aligns with the original investment objectives communicated to shareholders, and whether STELLA has assessed the impact of reduced dividend income against the benefits of the receipt of financial assistance from THANA.

Moreover, the loan agreement requires STELLA to pledge all 11,286,311 WEH shares, valued at THB 4,987.48 million, as collateral for a loan totaling THB 3,464.05 million (principal of THB 2,600 million and interest of THB 864.05 million). Upon maturity on 31 December 2028, STELLA must repay the entire amount in one lump sum. Failure to meet this obligation would result in THANA enforcing the collateral and selling all pledged WEH shares. Given STELLA’s substantial existing debt obligations and the lack of a clear repayment plan, there is a risk that STELLA may lose the WEH shares pledged as collateral as a result of defaulting on its debt obligations to THANA.

The SEC therefore raises concerns regarding STELLA’s preparation of a debt‑repayment plan or other remedial measures to ensure that STELLA’s shareholders can be confident that the company will be able to repay the loan in full within the specified timeline, thereby mitigating the risk of WEH shares being seized as collateral. The SEC also notes the need for STELLA to clarify the appropriateness of the collateral in relation to the loan amount, and whether the provision of collateral in excess of the loan value would impose any limitations on STELLA’s ability to obtain additional sources of financing.

Furthermore, according to the IFA’s information indicating that DD Mart Holding Co., Ltd. (DD Mart), which became a major shareholder of STELLA holding 24.93% on 6 November 2025 through a capital increase approved by STELLA’s Board of Directors at Meeting No. 7/2025, had entered into a loan agreement with STELLA dated 13 November 2025 with a three‑month loan term maturing on 12 January 2026, the IFA further noted that the loan proceeds obtained from THANA would be used to repay existing creditors, including DD Mart in its capacity as a lender.

The SEC therefore questions whether the repayment maturity date set for DD Mart was predetermined with knowledge of STELLA’s planned loan transaction with THANA, and whether STELLA has duly ensured that DD Mart’s rights as a shareholder are exercised in compliance with the Public Limited Companies Act B.E. 2535 and the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 on Connected Transactions dated 31 August 2008.

As the matter affects the rights and investment decisions of securities holders, the SEC, exercising its authority under Section 58(1) of the Securities and Exchange Act B.E. 2535, requires STELLA to submit additional clarifications on the above issues to the SEC by Wednesday, 28 January 2026, and to simultaneously disclose such information to the public via SETLink.