Partial Business Transfer and Schedule for the Extraordinary General Meeting No.1/2022

Information of Partial Business Transfer

C.I. Group Public Company Limited

1. Partial Business Transfer (PBT)

The Company shall transfer partial business of the Company "Partial Business Transfer" (PBT), which are manufacturing air-conditioning and refrigeration products and assets and all staffs and employees related to that business to CIG Blusolutions Company Limited, a subsidiary for business transfer purpose in which CIG holds 99.97 percent of total shares. The Partial Business Transfer shall be done in compliance with the Royal Decree No. 516 B.E. 2554, concerning tax exemption and Notification of the Director-General of Revenue Department re: Rules, Procedures and Conditions for the Partial Business Transfer of Public Limited Company or Limited Company for the purpose of tax exemption (PBT) and other relevant notifications (Collectively as "PBT Conditions"

This business transfer is the Company's Partial Business Transfer, therefore it has no significant impact to the total assets of the Company. This transaction is not considered as an asset acquisition transaction of listed company under the Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551 regarding Rules for Entering into Substantial Transactions within the Definition of an Acquisition or Disposal of Assets dated 31 August B.E. 2551 (and its amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Compliance by Listed Companies relating to Acquisition or Disposal of Assets B.E. 2547 dates 29 October B.E. 2547 (and its amendments) and also does not be followed a related party transaction of listed company under the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 regarding Connected Transactions Rules dated 31 August B.E. 2551 (and its amendments) and the Notification of the Board of Governors of the SET regarding Disclosure and Compliance by Listed Companies relating to Connected Transactions B.E. 2546 dates 19 November B.E. 2546 (and its amendments). However, this Business Transfer is considered as a transferring of significant part of the business that will fall under Clause 107 (2) (Kor) of the Public Company Act B.E. 2535 (and its amendments) which requires the shareholders' approval with at least three-fourth of total votes of shareholders attending the meeting and having voting right.

The business transfer will be valued at book value or adjusted book value or fair value depended on type of assets at the transfer date to comply with PBT Conditions. The Net Values of Assets (Total Assets to be transferred subtract Total Liabilities to be transferred) are expected to be around 400 Million Baht (The exact value depends on the period of transfer). Therefore, CIG Blusolutions Co., Ltd. will increase its capital to fulfill the PBT conditions and the Company will subscribe such newly subsidiary's issued shares.

Furthermore, after the Partial Business Transfer , the Company shall hold the status as listed company in the Market for Alternative Investment (MAI). The Company still has an Mechanical and Engineering Solution

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Post Restructuring

3. Key Information of the incorporated Subsidiary. Name :

Authorized Capital:

Shareholder:

Objective:

4. Rationales and Reasons for the Partial Business Transfer

The Partial Business Transfer is aimed to reach the Company's strategic plan in order to establish business sustainability in long term growth, to increase opportunities to further expand its business and to enhance the effectiveness of the Company's operation and management. The details rationales and reasons are as followed:

4.1 To separate and manage the Company's business risks

The company currently operates several business segments. This Partial Business Transfer of manufacturing of air-conditioning and refrigeration business to the subsidiary will lead to better business segregation and risk management according to the expected return on each particular business, and to limit any future transactions risk which could hinder or impact other core businesses of the Company.

4.2 To increase more opportunities in expanding businesses and joint ventures or strategic partner.

The Company's Partial Business Transfer will increase company's liquidity and flexibility to invest in new businesses. In addition, the Company's Partial Business Transfer will increase opportunities in finding joint ventures or strategic partner, in forms of ordinary person, corporate, or financial institutions who are interested or have expertise in each particular business without investing or taking other CIG's group businesses risks. This will consequently enhance the attractiveness to invest in such business, the Company's competitiveness, and also increase the shareholders' returns in the long term.

4.3 To increase the effectiveness of business operation and organization management.

The Company's Partial Business Transfer will increase effectiveness of business operation and organization management of CIG's group to be more flexible and appropriate with each particular business. Furthermore, The Company's Partial Business Transfer will segregate business risk that creates more flexibility in management. Apart from that, the Company could use the financial report of those segregated businesses to analyzing the financial position and efficiency with higher accuracy and efficiency.

1. 5. Partial Business Transfer Processes can be summarized as follows:

2. The Extraordinary general meeting of Shareholders (EGM) will be held on 18 August 2022 in order to approve the Partial Business Transfer (PBT) and other relevant measures.
3. At the date of transfer, the Company shall partially transfer its business which includes the manufacturing of air-conditioning and refrigeration business and assets and all staffs and employees related to that business, transact at book value or adjusted book value or fair value depended on type of assets and liabilities as discussed with related government authorities or related regulators to comply with the PBT Conditions. The Partial Business Transfer are expected to be around 400 Million Baht (The exact value depends on the period of transfer)

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