Following the EMPIRE Board of Directors’ meeting on 24 March 2026, the following resolutions were passed:

          (1) Approval of the disposal of all 50,000 ordinary shares of OIN, a subsidiary in which EMPIRE holds 100 percent of the total issued and paid-up shares (par value of THB 100 per share), at a selling (or disposal) price of THB 2,500 per share, representing a total transaction value of not more than THB 125 million, to SPTX. In addition, EMPIRE agreed to assume liabilities of not more than THB 9.1 million under a loan agreement between MTT, as lender, and SPTX, as borrower, through a novation arrangement, whereby the original debt of SPTX is extinguished and EMPIRE becomes the debtor to MTT in place of SPTX. In this transaction, SPTX will pay the consideration by transferring ordinary shares of MTT with a total value of not more than THB 134.1 million to EMPIRE, in settlement of the above transactions.

(2) Approval of the disposal of all ordinary shares in OGF and DRJ, subsidiaries in which EMPIRE holds 100 percent of the total issued and paid-up shares of 50,000 shares each (each with a par value of THB 100 per share), to SPTX. The disposal price is THB 900 per share, representing a total value of not more than THB 45 million for OGF shares, and THB 100 per share, representing a total value of not more than THB 5 million for DRJ shares. SPTX will settle the total consideration for the OGF and DRJ shares, amounting to not more than THB 50 million, by issuing and allocating 5,000,000,000 newly issued ordinary shares of SPTX, representing 2.34 percent of the total issued and paid-up shares of SPTX after the capital increase, to EMPIRE in lieu of cash payment. The disposal of the DRJ Group shares under items (1) and (2) constitutes a combined transaction size of 283.49 percent.

EMPIRE disclosed information on the above acquisition and disposal transactions via SETLink on 24 March 2026, as well as the amended disclosure on 10 April 2026. However, the information disclosed to shareholders remains unclear and lacks key information, particularly the information and details used by EMPIRE in considering the sale of the DRJ Group and in accepting consideration in the form of newly issued SPTX shares and MTT shares in lieu of cash payment. This includes the assumption of liabilities of not more than THB 9.1 million under the loan agreement granted by MTT to SPTX, as well as the source and reasonableness of the assumptions used in preparing projections for determining the sale prices of OIN, OGF, and DRJ shares, and the benefits EMPIRE would receive from holding shares in SPTX and MTT, etc.

EMPIRE had previously obtained shareholder approval at the Extraordinary General Meeting of Shareholders held on 19 December 2024 to invest in the DRJ Group, as the Board of Directors was of the view that the DRJ Group (DRJ, OIN, and OGF) would generate income for EMPIRE. However, within only one year thereafter, the EMPIRE Board of Directors resolved to change the company’s business policy from the production and distribution of dietary supplements to focusing exclusively on information technology (IT) business. Such action may affect the benefits that shareholders expected to receive from the investment in the DRJ Group that had previously been approved. In addition, the DRJ Group currently demonstrates growing operating results and constitutes EMPIRE’s main source of revenue. Accordingly, where the EMPIRE Board of Directors has stated that the disposal of the DRJ Group is intended to shift the investment policy toward MTT’s IT business, which continues to entail startup-type business risks, while the IT business acquired by EMPIRE together with the DRJ Group has not yet achieved the operating results as previously disclosed to shareholders at that time,* the EMPIRE Board of Directors has a duty to clarify to shareholders the reasons and facts as to how the disposal of the DRJ Group in exchange for bringing MTT’s business into EMPIRE would serve the best interests of EMPIRE, and whether and how MTT’s business demonstrates sufficient potential to compensate for the operating performance of the DRJ Group that EMPIRE was approved to acquire in 2024.

Furthermore, the EMPIRE Board of Directors’ opinion regarding the reasonableness of the transactions remains unclear on several material issues, including the expected impact on EMPIRE’s financial position and operating performance following the disposal of the DRJ Group shares. Based on EMPIRE’s 2025 financial statements, the DRJ Group generated revenue of THB 545.24 million, a profit of THB 66.94 million, and accounted for 76.54 percent of EMPIRE’s total revenue. When comparing the disposal of the DRJ Group, which currently has a strong financial position and operating performance, with the investment in MTT’s business, which does not yet have a clear financial position or operating performance demonstrating its potential and growth, it remains to be clarified whether the EMPIRE Board of Directors has considered such transaction to be reasonable and in the best interests of shareholders, and on what basis.

In addition, with respect to the appropriateness of accepting SPTX shares as consideration in lieu of cash, it remains unclear whether the Board of Directors has taken into account and relied upon relevant factors to support such decision, such as the liquidity of SPTX shares, operating performance, dividend payment history, and shareholding structure. Similarly, regarding the appropriateness of accepting MTT shares together with the assumption of debt from SPTX, it is unclear whether the Board has considered factors such as MTT’s operating performance, business growth prospects, and the qualifications and expertise of MTT’s management personnel, as well as the appropriateness of entering into the novation arrangement that results in EMPIRE becoming the debtor under MTT’s loan in place of SPTX, and on what basis. In addition, there remains a lack of clarity regarding the assessment of EMPIRE’s readiness to operate in the IT business, particularly in terms of the readiness of key personnel to manage such operations.

The above transaction information constitutes material information that may affect shareholders’ rights and benefits or investors’ investment decisions. In particular, such consideration may not be consistent with the information previously presented by EMPIRE to the shareholders’ meeting on 19 December 2024 in connection with the investment in the DRJ Group. The failure of EMPIRE to disclose complete and accurate information may result in shareholders not receiving sufficient material information for making informed voting decisions on related agenda items. Accordingly, pursuant to Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered EMPIRE to provide additional clarification of facts, together with relevant supporting documents, regarding the consideration of the acquisition and disposal transactions to the SEC by 13 May 2026, and to disclose such information to the public via SETLink.

Note:

* The revenue projection presented at the time EMPIRE sought shareholder approval for the investment stated that, in 2025, Technology Intelligence Co., Ltd. (TI) would generate revenue of THB 449.15 million. However, TI’s actual operating results in 2025 showed revenue of only THB 35.96 million and a net loss of THB 5.57 million.