Cal-comp Electronics (thailand) Public Co., Ltd.SET: CCET

Report of the Resolutions of Board of Directors Meeting

· Issued by Cal-Comp Electronics (Thailand) Public Co., Ltd.

No. CC20250504ELE May 13, 2025

Subject Report of the Resolutions of Board of Directors' Meeting No.2/2025

To President

The Stock Exchange of Thailand

The Board of Directors of Cal-Comp Electronics (Thailand) Public Company Limited No.2/2025 was held on May 13, 2025 at Thailand time 10:00 - 11:00 Hrs. and the following resolutions were passed:

  1. The Board of Directors approved liquidation and dissolution of the Company's 99.95% owned subsidiary Cal-Comp Semiconductor Ltd. in consider to streamline the group organization and that it is no longer in operation due to the Company's restructuring plan. Upon the liquidation and dissolution, Cal-Comp Semiconductor Ltd. shall distribute the remaining capital at approximately USD 2,089K back to the Company which is subject to the final result of liquidation process at local authorities. The transactions shall have no significant impact to the Company's profit and loss statement and the expected completion period shall be within Q4/FY2025.

    The aforementioned transaction is in accordance to Notification of the Capital market Supervisory Board No. TorChor 20/2551 " Rules on Entering onto Material Transactions Deemed as Acquisition or Disposal of Assets" which came into force as of August 31, 2008 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclose of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets B.E. 2547 (2004). After taking into account of the size of the transaction as of March 31, 2025, the maximum possible size of transaction for Cal-Comp Semiconductor Ltd is equal to 0.091% under Total Value of the Consideration (maximum value criteria). The transaction is categorized as a small size transaction, therefore the company is not required to prepare the disclosure report.

    The Board also approved and authorized the Vice Chairman Mr. Chen Wei-Chang as liquidator to manage all related matters.

  2. The Board of Directors approved to agree the proposal of liquidation and dissolution of the Company's investment in an associated company PChome (Thailand) Co., Ltd. in consider to streamline the Company's investment strategic plan. Upon the liquidation and dissolution, PChome Thailand Co. shall distribute the remaining capital at approximately THB 1,861K back to the Company which is subject to the final result of liquidation process at local authorities. The transactions shall have no significant impact to the Company's profit and loss statement and the expected completion period shall be within Q4/FY2025 as it has incurred ongoing losses and PChome Online Inc. has opted to discontinue the business

    The aforementioned transaction is in accordance to Notification of the Capital market Supervisory Board No. TorChor 20/2551 " Rules on Entering onto Material Transactions Deemed as Acquisition or Disposal of Assets" which came into force as of August 31, 2008 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclose of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets B.E. 2547 (2004). After taking into account of the size of the transaction as of March 31, 2025, the maximum possible size of transaction for PChome (Thailand) Co., Ltd. is equal to 0.002% under Total Value of the

    Consideration (maximum value criteria). The transactions is categorized as small size transactions, therefore the company is not required to prepare the disclosure report.

  3. The Board of Directors had approved the related transactions as following detail;

    1. The transaction between the Company and/or its subsidiaries with Kinpo Electronics Inc. and/or its subsidiary as the following details:

      1. Acquisition of Fixed Asset

1st transaction

  1. Date / Month / Year of the transaction: January 2025

  2. Parties involved and relationship with the Company:

    Buyer: Cal-Comp Electronics (Thailand) PCL. ("CCET")

    Seller: Kinpo Electronics, Inc. ("KPO"), a major shareholder of the Company holding 49.99% of the issued shares

  3. Relationship between parties:

    Kinpo Electronics Inc. Ltd. ("KPO") is a major shareholder of the Company. As at March 31, 2025, KPO holds 49.99% of the Company's issued and paid-up shares.

  4. General characteristic of the transaction:

    This transaction is a connected transaction according to the Notification of the Capital Market Supervisory Board No. TorChor.21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governor of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2003 and is categorized as assets or services. The size of the transaction when combined within the past six months, exceeds 0.03% but does not exceed 3% of the Company's net tangible assets. As per the criteria, the information must be disclosed to the Stock Exchange of Thailand.

  5. Details of the transaction:

    • Type of transaction: 3 sets of Brand New Customized Robot Arms and Screw Robot sets

    • Transaction Amount: USD 972,455 or approximately Baht 33,143,503.05

    • Total Transaction Size:

      1. The size of related party transaction is accounted for 0.12% NTA as at March 31, 2025

      2. The transaction size of this acquisition of fixed assets is accounted for 0.042% under the total value of consideration criteria (maximum transaction value criteria). Therefore, this transaction is categorized as small transaction, and is not required to be disclosed according to 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 Disposal of Assets B.E. 2547 (2004).

    • Pricing policy: Book Value (transaction amount) and near Market Value

    • Source of funds: the Company's Working Capital

    • Payment term: Cash with a 90-day of credit term

    • Benefits of the transaction: The Company purchased brand new customized Robot Arms sets in aiming to advance the Company's production efficiency.

      However, when considering connected persons within the past six months, an additional 1.74% makes the transaction size equivalent to 1.86% of the Company's net tangible assets

  6. The directors who are interested or connected persons

    List of Directors having conflicts of interest Type of Conflict of Interest

    1. Mr. Hsu, Sheng-Hsiung Chairman of KPO

    2. Mr. Chen, Wei-Chang Director and

    Managing Director of KPO

  7. Opinion of the Board of Directors' and Audit Committee's Opinion on the Reasonableness of the Transaction

The Board of Directors (excluding the director with a conflict of interest) have considered that entering into the transaction is beneficial to the Company's business operations and is in accordance with general commercial terms. Therefore, the Board approved the transaction. No directors or Audit Committee members expressed any opinion differing from that of the Board of Directors.

2nd transaction

  1. Date / Month / Year of the transaction: May 2025

  2. Parties involved and relationship with the Company:

    Buyer: Rayonnant Technology (Taicang) Co., Ltd. ("Rayonnant") Seller: Cal-Comp Precision (Dongguan) Co., Ltd. ("CPDG")

  3. Relationship between parties:

    1. Rayonnant Technology (Taicang) Co., Ltd. is a subsidiary of Compal Electronics, Inc.. As at March 31, 2025, Compal Electronics, Inc. is a major shareholder of the Company holding 14.87% of the Company's issued and paid-up shares.

    2. Cal-Comp Precision (Dongguan) Co., Ltd. is a 100% owned subsidiary of the Company which indirectly holds through Cal-Comp Precision (Singapore) Ltd.

  4. General characteristic of the transaction:

    This transaction is a connected transaction according to the Notification of the Capital Market Supervisory Board No. TorChor.21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governor of the SET Re:

    Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2003 and is categorized as assets or services. The size of the transaction when combined within the past six months, exceeds 0.03% but does not exceed 3% of the Company's net tangible assets. As per the criteria, the information must be disclosed to the Stock Exchange of Thailand.

  5. Details of the transaction:

    • Type of transaction: 18 sets of Injection molding machines and accessories, and 11 sets of CNC high speed machines and test supporting test equipment. Overall with averaged 10 years of lifetime and averaged

      8.04 of used year

    • Transaction Amount: CNY 10,000,000 or approximately Baht 46,753,000

    • Total Transaction Size:

      1. The size of related party transaction is accounted for 0.18% NTA as at March 31, 2025

      2. The transaction size of this disposition of fixed assets is accounted for 0.06% under the total value of consideration criteria (maximum transaction value criteria) as at March 31, 2025. Therefore, this transaction is categorized as small transaction, and is not required to be disclosed according to 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 Disposal of Assets B.E. 2547 (2004).

    • Pricing policy: Book Value (transaction amount) and near Market Value

    • Source of funds: Company's Working Capital

    • Payment term: Cash with a 90-day of credit term

    • Benefits of the transaction: CPDG has disposed idle and unused equipment to Rayonnant Technology (Taicang) Co., Ltd. to leverage the cost.

    However, when considering connected persons within the past six months, an additional 1.61% makes the transaction size equivalent to 1.79% of the Company's net tangible assets.

  6. The directors who are interested or connected persons

    List of Directors having conflicts of interest Type of Conflict of Interest

    1. Mr. Chen, Wei-Chang Chairman of CPDG and Director of Compal Electronics, Inc.

    2. Mr. Hsu, Chieh-Li Director of CPDG and Director of Compal

    3. Mr. Hsu, Sheng-Chieh Director of Compal Electronics, Inc.

  7. Opinion of the Board of Directors' and Audit Committee's Opinion on the Reasonableness of the Transaction

The Board of Directors (excluding the director with a conflict of interest) have considered that entering into the transaction will be beneficial to the Company's business operations and is in accordance with general commercial terms. Therefore, the Board approved the transaction. No directors or Audit Committee members expressed any opinion differing from that of the Board of Directors.

3rd transaction

  1. Date / Month / Year of the transaction: May 2025

  2. Parties involved and relationship with the Company:

    Buyer: Rayonnant Technology (Taicang) Co., Ltd. ("Rayonnant") Seller: Cal-Comp Precision (Philippines) Inc. ("CPPH")

  3. Relationship between parties:

    1. Rayonnant Technology (Taicang) Co., Ltd. is a subsidiary of Compal Electronics, Inc.. As at March 31, 2025, Compal Electronics, Inc. is a major shareholder of the Company holding 14.87% of the Company's issued and paid-up shares.

    2. Cal-Comp Precision (Philippines) Inc. is a 100% owned subsidiary of the Company which indirectly through Cal-Comp Precision (Singapore) Ltd.

  4. General characteristic of the transaction:

    The transaction is a connected transaction according to the Notification of the Capital Market Supervisory Board No. TorChor.21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governor of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2003 and is categorized as assets or services. The size of the transaction when combined within the past six months, exceeds 0.03% but does not exceed 3% of the Company's net tangible assets. As per the criteria, the information must be disclosed to the Stock Exchange of Thailand.

  5. Details of the transaction:

  • Type of transaction: 11 sets of Injection molding machines and accessories, 6 sets of manipulator robots and 7 sets of industrial dehumidifying dryer and accessories. Overall, averaged 10 years of lifetime and averaged 3.57 of used year.

  • Transaction Amount: USD 600,000 or approximately Baht 20,449,380,

  • Total Transaction Size:

    1. The size of related party transaction is accounted for 0.08% NTA as at March 31, 2025

    2. The transaction size of this disposition of fixed assets is accounted for 0.03% under the total value of consideration criteria (maximum transaction value criteria) as at March 31, 2025. Therefore, this transaction is categorized as small transaction, and is not required to be disclosed according to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other

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