More Return : Resolution of the Board of Directors' Meeting, the Company's dispute, the capital increase to PP, the request for a waiver from making a tender offer for resolution of the shareholders' meeting (Whitewash), Connected Transactions, EGM 1/65

CS005/2565

	August 15, 2022
Subject	: Notification of the resolutions of the Board of Directors' meeting, notification of the Company's
	disputes, increase of registered capital to offer to private placement, request for a waiver from
	making a tender offer for all securities of the business by virtue of the resolution of the
	shareholders' meeting (Whitewash), making connected transactions, and determining Date of the
	Extraordinary General Meeting of Shareholders No. 1/2565
Attn	: Director and Manager of the Stock Exchange of Thailand
Enclosure	1. Capital Increase Report Form (F53-4)

2. Information Memorandum on the Offering and Allocation of Newly Issued Shares to Specific Investors (Private Placement) and Connected Transactions of More Return Public Company Limited

3. Details of the request for a waiver from making a tender offer for all securities of the business by means of the resolution of the shareholders' meeting (Whitewash)

The Board of Directors of More Return Public Company Limited (the "Company") No. 3/2022, held on August 11, 2022, passed important resolutions as follows:

1. Approved the filing of a lawsuit to the court May Plus 2005 Company Limited as defendant No.1, and

MN Pure Life Company Limited as defendant No.2. The total value of the plaint is 879,147,884 baht, with details as follows:

- Date of filing the lawsuit	11 August 2022
- Information of the parties	1. May Plus 2005 Company Limited
	2. MN Pure Life Company Limited
- The essence of the lawsuit,	breach of contract, request for refund of insurance and
	claim for damages The total value of the complaint is
	879,147,884 baht.
	The Company has filed a lawsuit with the Civil Court, Black
	Case No. Por.3993/2565 dated August 11, 2022 and the
	first court dated the mediation/testing witness on October
	11, 2022.

The Company will continue to report progress to the Stock Exchange of Thailand.

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1. Approved to propose to the shareholders' meeting to consider and approve the cancellation of the resolution of the Extraordinary General Meeting of Shareholders No. 1/21, held on November 24, 2021 ( Agenda 2 ) to consider and approve the disposal of investments in the Company. More Property
   Development Company Limited ("PROP"), a subsidiary of 38,399,993 shares or 99.99 percent of the total registered capital of PROP, with a par value of 1 0 baht per share, at a selling price of 6 . 5 1 baht per share, or Total value of 2 5 0 ,0 0 0 ,0 0 0 baht (two hundred and fifty million baht) to Mr. Siwaporn Tangchittiporn
2. Approved to propose to the shareholders' meeting to consider and approve the cancellation of the resolution of the Extraordinary General Meeting of Shareholders No. 1/21, held on November 24, 2021 (Agenda No. 7) regarding the allocation of newly issued ordinary shares of not more than 2,000,000,000 shares (two billion shares) with a par value of 0 . 0 5 baht per share for offering to a specific person (Private Placement) amounting to 1 person i.e. May plus 2005 Co., Ltd. ("Investor"), offering price 1.50 per share baht accounted for a total value of not more than 3,000,000,000 baht (three billion baht) as compensation for the acquisition Pyrolusite (Pyrolusite)
3. Approved to propose to the shareholders' meeting to consider and approve the reduction of the registered capital of the company in the amount of 1 0 0 ,0 0 0 ,0 0 0 baht from the original registered capital. 453,793,579.75 baht, new registered capital 353,793,579.75 baht by eliminating 2,000,000,000 unsold registered ordinary shares with a par value of 0 . 0 5 baht per share, which are newly issued ordinary shares allocated to specific persons (Private Placement) according to the resolution of the Extraordinary General Meeting of Shareholders No. 1 / 2 0 2 1 , convened on November 2 4 , 2 0 2 1 requesting the cancellation of the resolution of the allocation of shares as specified in Article 3 above (after the reduction of registered capital above The Company will have remaining shares issued to support the exercise of warrants to purchase ordinary shares of More Return Public Company Limited No. 2 ( MORE-W2) of 545 ,000 ,00 0 shares) and the amendment of the Memorandum of Association Clause 4. In accordance with the reduction of registered capital as follows:
   "Clause 4. Registered capital amount 353,793,579.75 baht (three hundred fifty-three million

		seven hundred ninety-three
		thousand five hundred seventy-
		nine-bahtseventy-five satang)
divided into	7,075,871,595	shares (seven thousand seventy-five million
		eight hundred seventy-one

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			thousand five hundred ninety-five
			shares)
par value of	0.05		baht per share (five satang)
divided into
Ordinary shares	7,075,871,595 shares (seven thousand seventy-five million eight
		hundred seventy-one thousand five
		hundred ninety-five shares)
Preferred shares	-	shares	- (- shares)"

5. Approved to propose to the shareholders' meeting to consider and approve the increase of the Company's registered capital in the amount of 11,100,000 baht from the original registered capital. 353,793,579.75 baht, new registered capital 364,893,579.75 baht by issuing new ordinary shares in the amount of not more than 222,000,000 shares with a par value of 0.05 baht per share to support the allotment of newly issued ordinary shares to specific persons (Private Placement) and the amendment of the Memorandum of Association Clause 4 in accordance with the Increase registered capital as follows

"Clause 4. Registered capital amount 364,893,579.75 baht (three hundred sixty-four million eight

		hundred ninety-three thousand five
		hundred seventy-nine-baht seventy-
		five satang
divided into	9,075,871,595 shares	(nine thousand seventy-five million
		eight hundred seventy-one
		thousand five one hundred ninety-
		five shares)
par value of	0.05	baht per share (five satang)
divided into
Ordinary shares	7,297,871,595 shares	(seven thousand two hundred
		ninety- seven million eight hundred
		seven ten thousand five hundred
		ninety-five shares)
Preferred shares	-	shares	- (- shares)"

6. Approved to propose to the shareholders' meeting to consider and approve the allocation of newly issued ordinary shares not exceeding 222,000,000 shares (two hundred and twenty-two million shares) with a par value of 0.05 baht per share for one time or multiple offering to a specific person (Private Placement) namely Mr. Ummarit Klomchitcharoen ("Investor"), which is the connected person of the Company according to the Connected Transaction Notification.

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by the offering price of the newly issued ordinary shares Assign to the Board of Directors and/or persons assigned by the Board of Directors is the one who determines the offering price which must not be less than 90 percent of the Company's ordinary share market price. The market price of the Company's ordinary shares is determined equal to the weighted average price of the Company's shares of the past for not less than 7 consecutive business days but not more than 15 consecutive business days prior to the date of setting the offering price. The said average price must be the average price of that day's trading. However, the date of setting the offering price must not be later than 3 business days prior to the first day of offering to investors. This will happen after the shareholders' meeting has passed a resolution to approve the company's issuance of newly issued shares to private placement. and the price that the Board of Directors and/or the person assigned by the Board of Directors considers it the best price according to the market conditions during the offering of the newly issued ordinary shares. by taking into account the benefits of the company and its shareholders According to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement dated October 28, 2015 (and as amended) ("Notification Thor Mon. 72/2558")

However, if the offering price of newly issued ordinary shares to a specific investor (Private Placement) is lower than 90 percent of the market price of the Company's shares Before the SET orders the ordinary shares in the capital increase as listed securities. The Company has a duty to prohibit investors from selling all newly issued ordinary shares received from the offering within a period of one year from the date the Company's newly issued ordinary shares begin trading on the SET (Silent Period). After the date the newly issued ordinary shares of such companies begin trading on the Stock Exchange of Thailand. After a period of 6 months, investors will be able to gradually sell the prohibited shares in the amount of 25% of the total shares prohibited from sale, in accordance with the rules prescribed in the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of the Request for the Acceptance of Ordinary Shares or Preferred Shares in the Capital Increase as Listed Securities B.E. 2558 dated May 11, 2015 (and as amended)

The issuance of such newly issued ordinary shares must be approved by the shareholders' meeting of the Company with a vote of not less than three-fourths of the total votes of the shareholders who attend the meeting and have the right to vote. Not counting the votes of shareholders who have interests

After the issuance and offering of newly issued ordinary shares of the Company for sale to investors Investors will hold shares in the company for a certain amount. 1,769,200,165 shares or equivalent to 26.20% of the total number of shares sold of the Company after the registration of the increase of paid- up capital after the issuance of the newly issued shares (in addition, because the warrants to purchase

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the Company's ordinary shares More Return Public Company Limited No. 2 ("MORE-W2") is scheduled for the last exercise on October 21, 2022. In the event that MORE-W2 is fully exercised, investors will hold shares. in the Company, accounting for 25.003% of the total number of shares sold of the Company after the registration of the increase of paid-up capital from the exercise of MORE-W2)

The issuance and allocation of the Company's newly issued ordinary shares to investors this time. is considered a connected transaction of a listed company in accordance with the Notification of the Capital Market Supervisory Board No. TorJor.) and 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 Connected Transactions B.E. ") because the investor is a director and major shareholder of the company The aforementioned transaction is the highest value asset or service transaction. representing 3 2 . 1 1 % of the Company's net tangible assets (NTA) calculated from the reviewed consolidated financial statements of the Company for the quarter 2 / 2 0 2 2 ending June 3 0 , 2022. The transaction is more than 3% of the net tangible assets (NTA) value of the Company. Therefore, the Company is obliged to comply with the connected transaction notification. including the following actions

1. Prepare a report and disclose information on the transaction of the Company to the Stock Exchange of Thailand. ("SET")
2. to arrange a meeting of shareholders of the company by sending a notice summoning the shareholders' meeting not less than fourteen days before the date of the meeting. to be approved by the shareholders' meeting of the Company with a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote Not counting the votes of shareholders who have interests
3. Appoint an independent financial advisor (IFA) to perform various related duties. including giving opinions as specified in the Notification of Connected Transactions. In this regard, the Company has appointed a financial advisor from Discover Management Company Limited to act as an independent financial advisor for the transaction. Make a connected transaction of investors this time.
   In addition, the Board of Directors' meeting resolved to propose to the shareholders' meeting to consider and approve the delegation of powers to the Board of Directors. and/or a person assigned by the Board of Directors is authorized to take any action in relation to the issuance, offering, allocation and subscription of such newly issued ordinary shares. This includes:

1. to consider and determine the offering price of newly issued shares in accordance with the above-mentioned rules; including any other details related to the allocation of newly issued ordinary shares to specific investors This includes, but is not limited to, determination, amendment, addition, details on the issuance, offering, allocation and subscription of newly issued ordinary shares.

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