- Translation -

27 September 2017
No. DNA 019/2560
Subject: Information Memorandum relating to the acquisition and disposal of asset
Attention: The President
The Stock Exchange of Thailand
Enclosure 1. Information Memorandum Relating to the Acquisition and Disposal (IM1) of the company

DNA 2002 Public Company Limited ("the Company"), would like to inform that The Board of Directors Meeting No.
7/2017 on September 27, 2017 at 17.00 pm., has resolved as follows:

1. To approve the ratification of the amendment the Company’s objectives of P Power Plant Energy Co., Ltd.
(“PPE”) to do the business which related to technology, and changed the company name and seal to be “Wi
Tech International Co., Ltd.”
2. To approve the disposal of all investment in Healthy Best Co., Ltd. (“HB”), the subsidiary which has been hold
60.00 percent of Bun Co., Ltd (“BUN”) which is a subsidiary of the Company has been hold 69.50 percent to
Mr. Tana-art Treethititun, who has no relation as a connected person to the Company, in the amount of Baht
1.50 million
3. To approve the disposal of all investment in Strongtech Energy 3 Co., Ltd. (“ST3”), the subsidiary which has
been hold 99.97 percent of DNA Network and Engineering Co., Ltd (“DNE”) which is a subsidiary of the
Company has been hold 99.97 percent to Mr. Suppakorn Tanaset, who has no relation as a connected person
to the Company, in the amount of Baht 249,925 Baht.

Nevertheless, the disposal of all investment in Healthy Best Co., Ltd. (“HB”) and the disposal of all investment
in Strongtech Energy 3 Co., Ltd. (“ST3”) are considered as a disposal as specified in Acquisition and Disposal
Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material
Transactions Deemed as Acquisition or Disposal of Assets and its amendments and the Notification of the Board of
Governors of the Stock Exchange of Thailand entitled Disclosure of Information and Other Acts of Listed Company
concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (collectively referred to
as the “Acquisition or Disposal Notification”) The transaction of HB size at 3.82 percent, according to the calculation
method of Net tangible asset (NTA) and The transaction of ST3 size at 0.10 percent, according to the calculation
method of Net tangible asset (NTA) referred to the consolidated financial statement ended on 30 June 2017.
 In addition, when considering the disposals of assets in the past six months, the size of transaction would be
43.90 according to the calculation method of Total Value of Consideration. Therefore, such transactions are classified
as disposal transaction type 2 which has the transaction size more than or equals to 15 percent but less than 50
percent. Then the Company required disclosing as specified in the Acquisition and Disposal Notification and
preparing the circular notice to SET within 21 days from the notification date.

Please be informed accordingly,

Yours Sincerely,

(Mr. Samart Chuasiriphattana)

Chairman of Executive Committee
 Information Memorandum Relating to the Disposal of Asset

The disposal of all investment in Healthy Best Co., Ltd. (“HB”)

1. Date of transaction.
The transaction is expected to be completed within October 2017
2. Parties involved.
Seller Bun Co., Ltd (“BUN”)
Buyer Mr. Tana-art Treethititun
Relationship 1. Bun Co., Ltd (“BUN”), the subsidiary which has been hold 69.50 percent of
total registered capital.
2. Mr. Tana-art Treethititun is not related parties. In accordance with the rules
prescribed in the Notification of the Capital Market Supervisory Board
No.Tor.Jor.21/2008 Re: Rules on Connected Transactions And 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
Connected Transactions BE 2546

3. General characteristics of the transaction.

According to the Board of Directors Meeting No. 2/2560 held on March 30, 2017, the Board of Directors
passed a resolution to approve Bun Co., Ltd (“BUN”), the subsidiary which has been hold 69.50 percent of total
registered capital, established a new subsidiary, Healthy Best Co., Ltd. (“HB”), with registered capital of 10,000,000
baht, holding 60% of the registered capital, to run a retail the product on health care and supplementary food.
However, Healthy Best Co., Ltd. (“HB”) is planning to invest and expand investment new product in the
further, DNA does not have any policy to invest in the future of the health food supplement industry. The profit is not
clearly reflected. There are negotiations and agreements to disburse investment in HB to seek out potential investors. In
order for the company to perform its intended purpose.
Therefore, Bun Co., Ltd (“BUN”) the disposal of all investment in Healthy Best Co., Ltd. (“HB”) amounting
60,000 shares at par value of 100 baht per share, equivalent to the paid up capital of 25 Baht per share, totaling Baht
1,500,000 to the buyer.
Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
This transaction is not considered as connected transaction. In addition, the size of the transaction is equals
to 3.82 percent which calculated by Net tangible asset (NTA) as referring to the consolidated financial statement
ended on 30 June 2017 with details of transaction as follow:

Financial Information as at 30 June 2017 (Unit: Million Baht) The Company

Total asset 636.55
Less intangible asset (76.85)
Less total liabilities (365.88)
Less Non-Controlling (NTA) (37.77)
Net tangible asset (NTA) 156.05
Profit attributable to equity holders of the parent 6 months past (46.59)

The calculation of the transaction size according to the Notification of Acquisition or Disposition of All 4 Calculation Criteria
is as follows:
Calculation Calculation Transaction size
Method
1. Net tangible Sales proportion (60%) x Net asset value (Baht 9.95 million) 3.82 percent
asset (NTA) Net Asset Value of the Company (Baht 156.05 million)
2. Net Profit Sales proportion (60%) x Net profit of HB (Baht 0.05 million) N/A
Company's net loss (Baht 46.59 million)
3. Total value of Total value of consideration (Baht 1.50 million) 0.23 percent
consideration Total assets of the Company (Baht 636.55 million)
4. Securities Number of shares issued for payment of assets N/A
value criteria Number of issued and paid-up shares of the company
Highest Value 3.82 percent

Therefore, relating to the Share Acquisition of HB has the highest transaction size of 3.82 percent, which is calculated by
Net tangible asset (NTA) of the consolidated financial statement ended 30 June 2017.
 4. Details of asset being disposed
Asset to be disposed
General information of HB
Company name
Established Date
Head Office
Registered Capital
Paid-up Capital
Type of Business
: Ordinary shares of the company (HB)
: Healthy Best Co., Ltd. (“HB”)
: 10 April 2017
: 19 Soi Ramkhamhaeng 22, Ramkhamhaeng Rd., Huamark,
Bangkapi, Bangkok
: 10.00 Million Baht , Common stock of 100,000 shares, Par value of 100
per share
: 2.50 Million Baht Common stock of 100,000 shares Par value of 25 per share
: To retail the product on health care and supplementary food

Financial Information of HB as at 30 June 2017 (Unit: Million Baht) The Company

Total asset 11.46
Less intangible asset -
Less total liabilities 1.51
Less Non-Controlling (NTA) -
Net tangible asset (NTA) 9.95

Key Financial data (Unit: Million Baht)

Quarter 2/2017
Total assets 11.46
Total liabilities 1.51
Proprietary 9.95
Paid-up shares 10.00
Total income 1.45
Net profit (loss) 0.05
 5. The shareholder structures are as follows;
List of Shareholders Existing New
Shares % Shares %
Bun Co., Ltd. 60,000 60.00 - 0.00
Mr. Suvit Jiramethakul 40,000 40.00 40,000 40.00
Mr. Tana-art Treethititun - 0.00 60,000 60.00
Total 100,000 100.00 100,000 100.00

6. Total Value of Consideration and Method used for Determination of Consideration Values

Bun Co., Ltd (“BUN”) the disposal of all investment in Healthy Best Co., Ltd. (“HB”) amounting 60,000
shares or equivalent to 60.00% at par value of 100 baht per share, equivalent to the paid up capital of 25 Baht per
share, totaling Baht 1,500,000 to the buyer

7. Expected benefit for the company

Implementation of the common shares in HB. This will enable the company to reduce the risks in
the business who do not return as expected. The company expects that after completion of the transaction.
It will reduce the company's financial burden and make the company a better overall company.
8. Sources of fund
BUN will use proceeds from the disposals of HB's investment as working capital for the operation
of BUN.
9. Opinion of the Board of Directors Regarding the Transaction
The Board of Directors performed duties with honesty and carefully consider the transaction, has
considered the purpose, the source of the transaction, reasonable and the risk of entering into the
transaction. This transaction is appropriate. As a result, the Company is able to reduce the risk in the
business operation that returns are not as expected. This reduces the company's financial burden, which is
likely to require additional investment to oversee the production of additional products. And in line with
BUN's business approach, DNA needs to reduce the risk of additional investment in that business group,
taking into account the maximum benefit of the company's shareholders.
 In addition, the Board of Directors has reviewed and verify the information of Mr. Tana-art
Treethititun, a purchaser, carefully and is of the opinion that Mr. Tana-art Treethititun as potential buyers and
funds only to pay the purchase.

10. Opinions of the Company’s Audit Committee and/or directors which are different from the
opinions of the Board of Directors (No.9) regarding the transaction.
-None-
 The disposal of all investment in Strongtech Energy 3 Co., Ltd. (“ST3”)

1. Date of transaction.
The transaction is expected to be completed within October 2017
2. Parties involved.

Seller DNA Network and Engineering Co., Ltd (“DNE”)

Purchaser Mr. Suppakorn Tanaset
Relationship 1. DNA Network and Engineering Co., Ltd (“DNE”), the subsidiary which has been hold
99.97 percent of total registered capital.
2. Mr. Suppakorn Tanaset is not related parties. In accordance with the rules prescribed in
the Notification of the Capital Market Supervisory Board No.Tor.Jor.21/2008 Re: Rules on
Connected Transactions And 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 Connected Transactions BE 2546

3. General characteristics of the transaction.

According to the Board of Directors Meeting No. 2/2559 held on February 29, 2016, the Board of
Directors passed a resolution to approve purchase 99.97 % ordinary shares of Strongtech Energy 3 Co., Ltd.
(“ST3”) total 9,997 shares at par value of 100 baht per share, equivalent to the paid up capital of 25 Baht per
share, total amount of 249,925 Baht from 1 exiting shareholder who is not related to the directors, the
executives, the major shareholders or the authorized person of the company, to run an investment in solar
power plants. The Board of Directors has expressed the opinions that the aforesaid transaction is appropriate since
ST3 will make an investment to expand its service area. Therefore, the Company and its shareholders will get benefit
from such transaction.
However, due to business deals in operation still cannot find a suitable conclusion. And business
trends are unclear in regard to renewable energy enterprises. It is expected that it will take longer than
estimated. Therefore, DNA Network and Engineering Co., Ltd. ("DNE") disposal of all investment in 9,997 ordinary
shares of Strongtech Energy 3 Co., Ltd ("ST3") or equivalent to 99.97% at par value of 100 baht per share, equivalent
to the paid up capital of 25 Baht per share, totaling Baht 249,925 who is not related to the directors, the
executives, the major shareholders or the authorized person of the company.
 Details of calculation of transaction size according to the Acquisition or Disposal Notification are as below:
This transaction is not considered as connected transaction. In addition, the size of the transaction is equals
to 0.10 percent which calculated by Net tangible asset (NTA) as referring to the consolidated financial statement
ended on 30 June 2017 with details of transaction as follow

Financial Information as at 30 June 2017 (Unit: Million Baht) The Company

Total asset 636.55
Less intangible asset (76.85)
Less total liabilities (365.88)
Less Non-Controlling (NTA) (37.77)
Net tangible asset (NTA) 156.05
Profit attributable to equity holders of the parent 6 months past (46.59)

The calculation of the transaction size according to the Notification of Acquisition or Disposition of All 4 Calculation Criteria
is as follows:
Calculation Calculation Transaction
Method size
1. Net tangible Sales proportion (99.97%) x Net asset value (Baht 0.15 million) 0.10 percent
asset (NTA) Net Asset Value of the Company (Baht 156.05 million)
2. Net Profit Sales proportion (99.97%) x Net loss of ST3 (Baht 0.12 million) N/A
Company's net loss (Baht 46.59 million)
3. Total value of Total value of consideration (Baht 0.249 million) 0.04 percent
consideration Total assets of the Company (Baht 636.55 million)
4. Securities Number of shares issued for payment of assets N/A
value criteria Number of issued and paid-up shares of the company
Highest Value 0.10 percent

Therefore, the disposal of this asset in Elephant Building Project has the highest transaction size of 0.10 percent, which is
calculated by Net tangible asset (NTA) of the consolidated financial statement ended 30 June 2017.
 4. Details of asset being disposed
Asset to be disposed
General information of HB
Company name
Established Date
Head Office
Registered Capital
Paid-up Capital
Type of Business
: Ordinary shares of the company (ST3)
: Strongtech Energy 3 Co., Ltd ("ST3")
: 30 March 2015
: 191 Silom Complex Building, Room B, 21st Floor, Silom Road, Silom
Subdistrict, Bang Rak District Bangkok
: 1.00 Million Baht , Common stock of 10,000 shares, Par value of 100 per share
: 0.25 Million Baht Common stock of 10,000 shares Par value of 25 per share
: Investment in solar power plants

Financial Information of HB as at 30 June 2017 (Unit: Million Baht) The Company

Total asset 0.18
Less intangible asset -
Less total liabilities 0.03
Less Non-Controlling (NTA) -
Net tangible asset (NTA) 0.15

Key Financial data (Unit: Million Baht)

Quarter 2/2017 Quarter 1/2017 YE2016
Total assets 0.18 0.23 0.23
Total liabilities 0.03 0.06 0.06
Proprietary 0.15 0.17 0.17
Paid-up shares 0.25 0.25 0.25
Total income 0.00 0.00 0.00
Net profit (loss) (0.02) 0.01 0.06
 5. The shareholder structures are as follows;
List of Shareholders Existing New
Shares % Shares %
1. DNA Netwok and Engineering Co.,Ltd 9,997 99.97 - 0.00
2. Mr. Samart Chuasiriphattana 2 0.02 - 0.00
3. Mr. Sittichai Gasornsombat 1 0.01 - 0.00
4. Mr. Suppakorn Tanaset - 0.00 9,998 99.98
5. Miss Nanthaporn Thongsongsee - 0.00 1 0.01
6. Miss Patsraporn Nuchswat - 0.00 1 0.01
Total 10,000 100.00 10,000 100.00

6. Total Value of Consideration and Method used for Determination of Consideration Values
DNA Network and Engineering Co., Ltd. ("DNE") the disposal of all investment in Strongtech Energy 3
Co., Ltd ("ST3") amounting 9,997 shares or equivalent to 99.97% at par value of 100 baht per share, equivalent to the
paid up capital of 25 Baht per share, totaling Baht 249,925 to the buyer

7. Expected benefit for the company

The sale of ST3 ordinary shares is in the process of entering into an operating agreement. And
business trends is unclear in regard to renewable energy enterprises. Which is expected to take longer than
projected. Therefore, the disposition of such investment is to restructure the company and to invest in a better
business.

8. Sources of fund
DNE will use proceeds from the disposals of ST3's investment as working capital for the
operation of DNE.

9. Opinion of the Board of Directors Regarding the Transaction

The Board of Directors performed duties with honesty and carefully consider the transaction, has
considered the purpose, the source of the transaction, reasonable and the risk of entering into the
transaction. This transaction is appropriate. Have a comment that this transaction is appropriate because of
delays in negotiation and business conditions that could result from the inability to comply with the initial
agreement. And business outlook is not clear on renewable energy to operate. It is expected that it will take
longer than estimated. The negotiation of the remaining investment of the company. It did not cause any
damage to the total investment of the Company. Therefore, it has resolved to dispose all the remaining
investment of ST3 so that there will not be any impact from future risk in the future. Including investing in a
business that can provide higher returns than the old business. For the best benefit of the shareholders of
the company.

10. Opinions of the Company’s Audit Committee and/or directors which are different from the
opinions of the Board of Directors (No.9) regarding the transaction.

-None-
 Considering the disposal of assets of the Company, the size of transaction in the past six months and
the approval of the disposal of assets from the Board of Directors' Meeting No. 7/2017, the transaction size is
as follows:
value
Transaction Date approved by
No. Assets Disposition of DNA and Subsidiaries (Million
size (percent) the Board of Directors
baht)
1. Disposal of investment in New Health and Beauty 0.60 0.09 30 March 2017
Co., Ltd. (In the portion of 60 percent)
2. Disposal of investment in New Health and Beauty 1.20 0.19 6 June 2017
Co., Ltd. (The remaining portion of 40 percent)
3. Disposal of investment in Thai Capital Corporation Public Company Limited 106.92 16.51 6 June 2017
4. Disposal of investment in P Power Plant 1 Co., Ltd. 0.60 0.09 6 June 2017
5. Disposal of investment in P Power Plant 2 Co., Ltd. 0.60 0.09 6 June 2017
6. Disposal of investment in Thai Capital Corporation Public Company Limited 73.08 11.48 15 August 2017
7. Disposal of asset of Elephant Building Project 40.00 6.28 23 August 2017
8. Waiver of subscription rights of BUN 's ordinary shares 32.31 5.08 23 August 2017
9. Waiver of subscription rights of DRL 's ordinary shares 24.33 3.82 23 August 2017
10. Disposal of investment in Healthy Best Co., Ltd. (“HB”) 1.50 0.23 27 September 2017
11. Disposal of investment in Strongtech Energy 3 Co., Ltd. 0.25 0.04 27 September 2017
Total 43.90

The transaction is in accordance with the Notification of the Capital Market Supervisory Board No. TorChor
20/2551 Re: Rules on Significant Transactions Related to the Acquisition or Disposition of Assets. And according to
the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Acquisition or Disposition of Assets, 2004 ("Acquisition or Disposition of Assets"). Of the
DNA that calculated the transaction size over the past 6 months. The size of the transaction will be 43.90 percent,
which is calculated by Total Value of Consideration. Therefore, the transactions are classified as asset disposal
transaction type 2, which is equal to or higher than 15% but less than 50%. Therefore, the Company is required to
disclose the information to the SET. And provide circular information to shareholders within 21 days from the date of
notification to the SET.

Please be informed accordingly,

Best Regards,

(Mr.Samart Chuasiriphattana)
Executive Chairman