The Thailand Securities and Exchange Commission (SEC) issued a shareholder alert ahead of Plus Tech Innovation Public Company Limited’s (PTECH) extraordinary shareholders’ meeting on 30 May 2025, urging investors to review the information and exercise their voting rights on the proposed ratification of a financial assistance transaction for Sabuy Technology Public Company Limited (SABUY), a related party and major shareholder of PTECH. The independent financial advisor (IFA) recommends that shareholders do not approve the ratification. The transaction involves using PTECH’s land, office building and factory, with a book value of THB 155.77 million, as collateral for liabilities under SABUY’s revolving credit agreement entered into in January 2024, with a guarantee fee of 1.75 percent per year. The IFA considers PTECH would receive no benefit from SABUY’s borrowing, faces a risk of losing key assets that could affect operations, and may be receiving an inappropriate guarantee fee; it also notes SABUY has defaulted on repayments to several financial institutions, including loans secured by PTECH’s assets, and remains in arrears on the guarantee fee payable to PTECH. The SEC also highlighted the IFA’s concerns about loans from the SABUY group to the PTECH group since 2021 totaling THB 433.56 million, with interest rates of 6.39 percent to 6.89 percent per year, including a lack of evidence of appropriate approval processes, compliance with relevant contracts, and use of proceeds for specified purposes. PTECH’s board and audit committee indicated contingency measures have been prepared regardless of the voting outcome, including joint negotiations with relevant banks and SABUY and/or inter-company debt restructuring. Approval requires at least three-fourths of votes cast by shareholders attending and eligible to vote, excluding conflicted shareholders.

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