Company Background

2007

In February, the Company invested in constructing the factory in total area of 13-0-96 rai, located at 11/1 Bueng Kham Phroi Sub-district, Lamlukka District, Pathumthani Province as the food production factory and central kitchen for all branches of the Company.

2011

In July 6, the Company was converted from Company Limited to be Public Company Limited as well as reduced par value from Baht 10 per share to Baht 0.25 per share and increased its registered capital by Baht 15,346,160 from Baht 86,153,840 to Baht 101,500,000 by issuing new ordinary shares of 61,384,640 shares at par value of Baht 0.25 per share.

In December 15, the Company bought and transferred rights on the restaurant business of Daidomon Group Plc. (“Daidomon”), which is the buffet Japanese style grill restaurant, including the transfer of assets involved in all operations and other assets such as food formulas and sauces, customer bases, members, business partners, employees of Daidomon as well as its trademarks and trade names related to food and restaurant business such as Daidomon, Umami, Yasuki and Mitake to be continuously operated and managed by the Company.

2012

In September, the Company’s increased ordinary shares of 61,384,640 shares were initial public offering (IPO) at par value of Baht 0.25 per share with the objective to use the fund for new branch expansion, branch renovation, loan repayment and working capital. At this time, Aureos Fund also offered to sell its existing ordinary shares to the Company in the amount of 40,600,260 shares or 10% of paid-up capital. All ordinary shares of the Company have been listed in Market for Alternative Investment (MAI) on September 18, 2012.

2013

In 2013, the Company continually expanded new branches. As of December 31, 2013, there were 153 active branches, compared with 138 branches in 2012. The 27 newly opened branches consisting of 23 branches under “Hot Pot” brand and 4 branches under “Daidomon” brand. In 2013, the Company launched new strategy which was additional serving roaster in some Hot Pot branches (extra service charge of Baht 30 per person for serving both boiling pot and roaster). The new strategy was successfully received good feedback from customers and more than 70% of customers order both boiling pots and roasters. As of December 31, 2013, the Company additionally opened 14 branches of Hot Pot with Grill, comprising 9 newly opening branches and 5 rebranding branches.

For Daidomon branches bought from Daidomon Group Plc. (“Daidomon”), the Company renovated almost all of the remaining branches which have not been renovated yet, totaling 10 out of 12 outlets. There were 6 renovated branches which have been additionally served Suki Shabu and 4 branches which have rebranded to Hot Pot with Grill.

2014

In 2014, the Company opened 18 new branches, consisting of 16 branches of Hot Pot Inter Buffet which 15 out of 16 branches served both boiling and grilling styles, and 2 branches of Suki Shabu with small size. The Company also closed 27 branches which most of them had loss from operating results so that the Company’s overall performance will be regained in the future. Therefore, as of December 31, 2014, the Company had totally 144 active branches.

The Company renovated all branches of Hot Pot Buffet Value to be modern and then rebranded to Hot Pot Inter Buffet. Along with that, the Company renovated the only one branch of Hot Pot Ramen Buffet at Central Plaza Rama 2 and then rebranded to a new brand created by the Company under the name of Signature, opening on December 25, 2014.

In addition, the Company has increased distribution channels of Suki sauce in Tesco Lotus starting on November 2014, onwards.

2015

The Company established expansion plan on cautious basis, focusing only outlets located in potential area. The Company has opened 11 new branches, including a branch located in Star Plaza, Sa Kaeo province, which is totally invested by the shopping center. The 5 New branches consist of Hot Pot Inter Buffet which 3 of them serve both boiling and grilling styles and 6 branches of Signature, which 4 branches are newly opened and 2 branches are Hot Pot branches which have large branch size and split area into 2 branches under Hot Pot and Signature Brands.

The Company closed 12 branches which comprising 10 branches due to their loss from operating results and 2 branches which their rental contracts were expired and the Company did not want to renew the contracts. As of December 31, 2015, the Company, hence, had totally 143 active branches.

2016

In 2016, the Company remained carefully opening new branches by primary consideration in potential of shopping center. Capital expenditure for new branches was reduced and assets of closed branches were reused. In addition, some branches were partly invested by the shopping centers. The Company opened totally 8 branches consisting of 2 branches of Hot Pot Inter Buffet (one branch serving both boiling and grilling styles), 5 branches of Signature, and 1 branch of Daidomon. The Company rebranded 7 branches of Hot Pot Inter Buffet which 4 of them were rebranded to Signature, and the rest branches was rebranded to Shabu Suki, Daidomon and Pot Jung accordingly. Meanwhile, the Company closed 10 branches comprising 7 branches which had loss from operating results, 2 branches which the shopping centers did not renew the rental contracts and 1 branch which was closed for renovation by the shopping center. Consequently, as of December 31, 2016, the Company had totally 141 active branches.

The Company had, for the first time, expanded its business abroad by sell the franchise of the Brand Hot Pot Inter Buffet to one of the operator in The Lao People’s Democratic Republic which has started the operation on June 6, 2016, however at present, the restaurant had closed down. In addition, the Company has expand its distribution channels for the sale of the Suki dipping sauce through the Tesco Lotus Express which has almost 600 branches since June 2016 onwards, however the Company had given up this sale.

The Company’s shareholders’ structure has been changed in 2016, which Mr. Apichai Taechaubol held 65,900,000 shares (equals to 16.23 % of total shares sold) and JCK International Public Company Limited (formerly named Thai Factory Development Public Company Limited) held 9,100,000 shares (or 2.24 % of total shares sold).

2017

In 2017, the Company found an opportunity to expand its business by launching a new brand category apart from buffet restaurants to vary different kinds of restaurants serving new customer groups as well as fill in the gap of the market of hi spending customers. The Company opened “Toomato Italian Kitchen”, casual dining Italian restaurant, selecting premium ingredients directly from Napoli, Italy since November 1, 2017 at G floor, MBK Center.

However, as a policy, the Company had closed 36 branches mainly due to operating losses. As a result, at December 31, 2017, the Company had totally 106 active branches.

In addition, the Company had relocated its headquarters from 350 Ramintra Road, Tha Raeng, Bang Khen, Bangkok 10230, telephone number 0-2943-8448, facsimile number 0-2943-8458 to 18 Soi Sathorn 11 Yaek 9, TFD Building, Yannawa, Bangkok 10120 telephone number 0-2286-9959, facsimile number 0-2286-9960. Moreover, the Company increased its capital by issuing 40,600,000 new ordinary shares offering to the existing shareholders in proportion to the number of shares held by each shareholder (Right Offering) and issuing 40,600,000 new ordinary shares to the private placement. Therefore, as of December 29, 2017, the Company had registered capital of Baht 121,800,000 and paid-up capital of Baht 121,800,000 consisting of 487,200,000 ordinary shares at the par value of Baht 0.25 per share.

2018

In 2018 the Company increased its capital by Baht 73,080,000 from the registered capital of Baht 121,800,000 to be Baht 198,880,000 by issuing 292,320,000 new ordinary shares at par value of Baht 0.25 per share. The Company registered the change of the increase of registered capital with the Department of Business Development, Ministry of Commerce on May 10, 2018. As a result, the Company has 779,520,000 shares at the par value of Baht 0.25 per share. The Company has allocated the ordinary shares by specific purpose for 243,600,000 shares at the par value of Baht 0.25 per share by offering to the existing shareholders (Right Offering) at the ratio of 2 existing shares to 1 new capital increase ordinary share at the offering price of Baht 1.30 per share. As the result, 138,077,672 shares have been exercised at the offering price of Baht 1.30 per share in the amount of Baht 179,500,974. As a result, the total registered and paid-up capital is 625,277,672 shares in the amount of Baht 156,319,418. The Company has registered the change of paid-up capital to Department of Business Development on June 27, 2018. In addition, to allocate the ordinary shares increase by General Mandate for 48,720,000 shares at the par value of Baht 0.25 per share by offering to the existing shareholders by private placement, as at December 31, 2018, the Company has not allocated to private placement. The Company has registered capital at Baht 194,880,000 with paid-up capital of Baht 156,319,418 comprising of 779,520,000 ordinary shares at the par value of Baht 0.25 per share.

The Company’s name and the ticker symbol were changed from “HOT POT PUBLIC COMPANY LIMITED” to “JCK HOSPITALITY PUBLIC COMPANY LIMITED” with the Ministry of Commerce on June 27, 2018 and changed the ticker symbol from “HOTPOT” to “JCKH” with effective from May 16, 2018 onwards.

In addition, the Company has closed down 14 branches which had operating loss, including the Super Pot too. On the contrary, the Company has launched several new brands restaurants which includes 3 branches of “Zheng Dou”, 1 branch of “Zheng Dou Grand “, 3 branches of “Zheng Dou Express” and Bonsai restaurant. As of December 31, 2019, the Company has all operating branches of 94 branches.

2019

In 2019, the Company still has a plan to carefully expand the branches and also to close the unprofitable branches. The Company also focus on the negotiating of rental price and services fees from the lessor, including the plan to open the new brand restaurant in the potential area such as the expansion of the brand “Zheng Dou” to the Central World and the opening of Bonsai, the Japanese style restaurant on Lung Suan Road.

After the submission of the financial statements of the second quarter, the securities of the Company has been posted with the “C” sign (Caution) by the Stock Exchange of Thailand as the operating results of the Company has the shareholders’ equity less than 50% of total paid-up capital which was considered based on the audited / reviewed financial statements by auditors which did not make any adjustment. The Company had to call for the meeting to provide information and explain the guideline to correct the cause which it was posted “C” to the shareholders, investors and other related parties by organizing the Public Presentation. The Company has prepared the guideline to resolve the situation by focusing on the increase of annual revenue through the speed up in sales and marketing to be in line with the predetermined plan, to expedite its business partners to increase the capability to reach more customers, to increase business opportunity and also the distribution channels which will lead to the ability to reach more customers. For the expenses which incurred, the Company will increase the rigid measures to control the costs and expenses to improve the efficiency including to improve the branch management to be more efficient to reduce the branch’s cost.

In 2019, the Company had closed down 14 branches as a result of the accumulated operating and continuous loss to comply with the cost management policy for maximize the efficiency.

2020

In 2020, according to the resolution of the Board of Directors’ meeting of 3/2020, on May 15, 2020, the Board of Directors has approved the Company to allocate and offer to sell the newly issued ordinary shares of the Company under the general mandate to existing shareholders ( Right Offering ) at the ratio of 5 existing shares to 1 new share of total 125,055,534 shares at the selling price of 0.35 Baht each during 22- 26 June 2020 for total amount of fund of 43,769,436.90 Baht. Afterward, on August 18, 2020, according to the resolution of the Board of Directors of 5/2020 has approved the allocation of 21,000,000 newly ordinary shares to investors on a private placement basis at a price of Baht 0.50 each. Total fund received is 10,500,000 Baht by made the sale on August 18, 2020. Subsequently on December 22, 2020, according to the resolution of the Board of Directors of 7/2020 has approved the allocation of the newly ordinary shares to the investors on a private placement basis at a price of 0.28 Baht of 41,527,766 shares, total fund equaled to 11,627,774.48 Baht by selling on 23-24 December 2020 which then made the total registered share of the Company at December 31, 2020 equaled to 203,215,243 Baht and paid up shares equaled to 203,215,243 Baht comprised of ordinary shares of 812,860,972 shares at the par value of 0.25 Baht each.

The Company has expanded numbers of branches of Zheng Dou to 3 branches which the Company has considered to expand in the area where there are loys of potential buyers to serve the quick lifestyles which were along the line of BTS stations such as Rama IX, Jatujak and Sukhumvit, However, when there was the outbreak of the virus COVID-19 , in concern about the safety and reduce the risk of contamination, where several companies had allowed their staffs to work from home thus the people traveled via BTS had decreased significantly so the sales of Zheng Dou was not as expected, so when considered the sales and cost of sales, the Company then decided to closed down all three Zheng Dou express within the year 2020. However, after the Company has considered the expansion of branches in the current situation, it has changed the policy to emphasize on cost and as such explored the location and area to open the branch out of the shopping mall to decrease the rental cost. In December 2020, the Company has opened the new branch under nrand Hot Pot Inter Buffet in the Nava Nakorn Industrial Estate

From the situation of the spread-out of COVID-19 pandemic, the political situation and the slowdown in economy thus the Company has been affected by all these factors so that in 2020 , the Company incur losses from operation which caused the shareholdres’ equity to be less than 50% of the paid up share capital. As a result, the stock of the Company in the SET was remarked “C” ( Caution) which the Company had then arranged the meeting to provide the information and also to present the solution plan to shareholers, investors and other stakeholders (Public Presentation). For the rehabilitation plan, the Company emphasized on the increase of revenue by developing the quality of food, services , cleanliness in the shop and also provided the option of set A La Carte , promotion of sales in line with the festival and also sell the ready-made sauce to increase new channels of other income. The Company not only emphasizes on the revenue but also concerns on the reduction in cost of foods and also the policy to restructure management policy so that the manpower are proper while not affecting the standard of foods and customers’ satisfaction and also adjusts the strategy to expand the branch outside the department store to decrease the rental cost and also adjusts the selling price to expand the target customer base to be more able to access dining at the restaurant.

The Company has its policy to close down the branches which have accumulated loss continuously. In 2020, the Company had closed 15 branches which resulted in total stores operated as of December 31, 2020 of only 82 branches, in total.

2021

In year 2021, according to the resolution of the Board of Directors’ meeting No. 1/21 on February 25, 2021, it was resolved to approve the capital increase by increase the registered capital of the Company from 203,215,243 Baht to 264,179,815.50 Baht by issuing 243,858,290 new ordinary shares at a par value of 0.25 Baht per share, total amount of 60,964,572.50 Baht divided into for sale to the existing shareholders (Right offering) under a general power of attorney ( General Mandate) amounting to 162,572,194 shares and to offer to private placement under a general power of attorney (General Mandate) of 81,286,096 shares. The Company has registered the change in the registered capital of the Company with the Department of Business Development, Ministry of Commerce on March 29, 2021 thus te Company now have a total registered capital of 1,056,719,262 shares with a par value of 0.25 Baht per share with the details of the allocation and offering of new ordinary shares as follows :

       (1) On March 30, 2021, the Board of Directors’ Meeting No. 2/2021 resolved to approve the allocation and offering of newly issued ordinary shares to a private placement of 18,750,000 shares at a price of 0.80 Baht per share, totaling 15,000,000 Baht by offering shares on March 31, 2021.

       (2) On April 7, 2021, the Board of Directors’ meeting No. 3/2021 resolved to approve the allocation and offering of newly issued ordinary shares to a private placement of 30,000,000 shares at a price of 0.80 Baht per share, totaling 24,000,000 Baht by offering shares on April 8, 2021

       (3) On April 20, 2021, the Board of Directors’ meeting No. 4/2021 resolved to approve the allocation and offering of newly issued ordinary shares to a private placement of 32,250,000 shares at a price of 0.80 Baht per share, totaling 25,800,000 Baht by offering shares on April 20,2021.

In 2021, according to the resolution of the Board of Directors Meeting No. 5/21 on May 5, 2021, it was resolved to approve the reduction of the Company’s registered capital from the amount of 264,179,815.50 Baht to 223,465,243 Baht by canceling 162,858,290 unsold ordinary shares with a par value of 0.25 Baht per share, divided into shares issued to support the allocation to the existing shareholders under a General Mandate amounting to 162,572,194 shares and shares issued for allocation to private placement (Private Placement) under a General Mandate amounting to 286,096 shares that have not been sold. The Company has registered the change of registered capital reduction of the Company with the Department of Business Development, Ministry of Commerce on June 16, 2021, causing the Company to have a registered capital of 893,860,972 shares with a par value of 0.25 Baht per share. Moreover, the Board of Directors Meeting No. 5/21 on May 5, 2021 also resolved to approve the issuance and offering of warrants to purchase ordinary shares of the Company No.1 (“JCKH-W1”) in the amount not exceeding 223,465,243 units at the ratio of 4 existing ordinary shares to 1 unit of JCKH-W1 warrants (in case of fractions will be discarded) free of charge with the exercise price equal to 0.25 Baht per share by specifying the names of shareholders who are entitled to receive the allocation of JCKH-W1 warrants on June 21, 2021 (Record Date). The term of the warrants is not more than 3 years counting from the date of issue and the date of offering and approved the issuance and offering of newly issued convertible debentures of the Company (“Convertible Bonds”) with a total offering value of not more than 300,000,000 Baht to specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 (“ AO Fund 1”) which these investors are not a person connected with the Company.

In addition, the Board of Directors Meeting No. 5/21 on May 5,2021 also resolved to approve the increase of the registered capital of the Company in the amount of 178,749,847.75 Baht from 223,465,243 Baht to 402,215,090.75 Baht by issuing 714,999,391 new ordinary shares at a par value of 0.25 Baht per share divided for offering to the existing shareholders (Right Offering) under a General Mandate amounting to 178,772,194 shares and to be offered to a specific person (Private Placement) under a General Mandate amounting to 89,386,097 shares to support the exercise of the warrants JCKH-W1 amount of 223,465,243 shares and to support the exercise of the convertible debentures to AO Fund and AO Fund 1 with a total offering value of not more than 300,000,000 Baht to specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 (“ AO Fund 1”) which these investors are not a person connected with the Company, amounting to 223,375,857 shares. The Company has registered the change in the registered capital of the Company with the Department of Business Development, Ministry of Commerce on June 17, 2021, causing the Company to have a total registered capital of 1,608,860,363 shares, with details of the allocation and offering of new ordinary shares as follows

       (1) On June 25, 2021, the Board of Directors Meeting No. 7/2021 resolved the allocation and offering of newly issued ordinary shares to a specific person (Private Placement) in the amount of 16,760,900 shares at a price of 0.80 Baht per share, totaling 13,408,720 Baht by offering shares on June 25,2021.

       (2) On August 25, 2021, the Board of Directors Meeting No. 9/2021 resolved the allocation and offering of newly issued ordinary shares to a specific person (Private Placement) in the amount of 56,604,000 shares at a price of 0.53 Baht per share , totaling 30,000,120 Baht by offering shares during August 26-27 , 2021.

       (3) Between July 27, 2021 and October 4, 2021, the Company has issued and offered the sale of the newly issued convertible debentures of the Company 5 times ( No.1/2021 – No. 5/2021) with the total number of bonds that issued and offered for sale of 100,000 units by convertible bond holders exercised their rights of 95,000 units, the remaining 5,000 units of debentures that had not exercised conversion rights. The ordinary shares arising from the exercise of convertible rights total 211,596,597 shares.

       (4) On October 19, 2021, the Board of Directors Meeting No. 10/2021 resolved the allocation and offering of newly issued ordinary shares to a specific person (Private Placement) in the amount of 15,061,447 shares at 0.48 Baht per share and 959,750 shares at 0.80 Baht per share, totaling 7,997,294.56 Baht by offering shares on October 19-20, 2021

       (5) During October 22-29, 2021, the holders of JCKH-W1 warrants exercised 149,997 units of convertible rights at the exercise price of 0.25 Baht per share to 149,997 ordinary shares of the Company.

In 2021, according to the resolution of the Board of Directors Meeting No. 10/2021 on October 19, 2021, it was resolved to approve the reduction of the Company’s registered capital from 402,215,090.75 Baht to 357,522,042.25 Baht by canceling the unsold ordinary shares of 178,772,194 shares with a par value of 0.25 Baht, which is the share that issued to support the allocation to the existing shareholders according to the General Mandate. The Company has registered the change of registered capital reduction of the Company with the Department of Business Development, Ministry of Commerce on November 23, 2021 thus the Company has a total registered capital 1,430,088,169 shares with a par value of 0.25 Baht per share.

In addition, the Board of Directors Meeting No. 10/2021 on October 19, 2021 also resolved to approve the increase of registered capital of the Company in the amount of 179,926,382.75 Baht from 357,522,042.25 Baht to 537,448,425 Baht by issuing 719,705,531 new ordinary shares with a par value of 0.25 Baht per share to be offered to Existing shareholders (Right Offering) under a General Mandate of 238,998,732 shares and a private placement under a General Mandate of 119,499,366 shares and to support the exercise of convertible debentures issued and offered for sale to specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 ( “AO Fund 1”) as approved by the extraordinary General Meeting of shareholders No. 1/2021 on June 15, 2021, where AO Fund and AO Fund 1 are not connected persons with the Company , amounting to 361,207,433 shares with the details of the allocation and offering of new ordinary shares as follows :

       - Between November 26, 2021 to December 24, 2021, the Company has issued and offered for sale the newly issued convertible debentures of the Company 5 times ( No. 6/2021 – No. 10/2021) with the total number of bonds issued and offer for sale of 75,000 units.

       - Between November 30, 2021 to December 20,2021, the convertible debenture holders exercised 45,0000 units of the Convertible shares 122,369,056 ordinary shares resulting from the exercise of the convertible shares

As of December 31, 2021, the Company has registered capital of 537,448,425 Baht and paid-up capital of 329,340,679.75 Baht comprising of 1,317,362,719 shares with a par value of 0.25 Baht per share.

In addition, in 2021 in order to increase the channel of income in the future and expand customer base, the Company has invested in the total business in Chiang Rai Province by purchasing 100% of ordinary shares of the registered capital of 2 subsidiaries, namely 1. CPT Hotel and Resort Company Limited with the paid up capital of 120,000,000 Baht so the Company wholly own 100% of the subsidiary and 2. ASP Hotel and Resort Company Limited with paid up capital of 1,000,000 Baht, 100% investment proportion. Therefore in 2021, the Company has to prepare the consolidated financial statements for the first time.

For the Company’s financial statements in Q1/2021 and Q2/2021, the Company still has operating losses which is a result of the situation of the epidemic of the Corona virus (COVID-19) that persists throughout the year resulted in the shareholders’ equity less than 50% of the paid up capital. The Company was posted by the Stock Exchange of Thailand the “C” (Caution) sign. The Company has organized a meeting to provide information and explained solutions to the cause of the “C” sign posted to the shareholders, investors and related parties ( Public Presentation). As a result, the Company focuses on expanding potential branches by changing some branches to be the brand DAIDOMON, focusing on the selection of raw materials and food quality including the services in the restaurant to meet the same standards, expanding investments to various projects to increase the Company’s revenue, find food and beverage partners for joint investment as well as organizing promotional programs to stimulate sales to increase. However, for the Company’s financial statements for the third quarter of 2021, the Stock Exchange of Thailand has removed the “C” (Caution) as the Company’s shareholders’ equity has exceeded 50% of total paid-up capital which was caused by the Company has invested in other business by acquiring 100% of the ordinary shares of 2 companies thus both companies become the Company’s subsidiaries and the Company recognized land and buildings at fair value based on the land and building appraisals of independent appraisers. Therefore the surplus on asset revaluation is recognized in other comprehensive income amounting to 122 million Baht ( net of income Tax)

In 2021, the Company has a policy to improve the image of Daidomon restaurant to be Korean style by changing the logo and the restaurant style to be modern to reach a group of teenagers who want the atmosphere of the shop for customers to feel the fun in grilling activities coupled with the taste of delicious food. The Future Park Rangsit branch is the first branch that the Company has adjusted its image according to the Company’s policy.

For the Hot Pot restaurant, the Company also improve the image of the restaurant to look warm and modern, suitable for customers group such as family, friends and working people. The logo has also been changed, the service style was changed to be a buffet served and focus on the premium meat ingredients with the Central Rayong branch being the first branch that the Company has renovated.

2022

The 2022 Annual General Meeting of shareholders which was held on April 4, 2022, resolved to approve the reduction of the Company’s registered capital to 447,823,900.50 Baht by canceling the unissued ordinary shares by having a resolution approving the issuance and offering of the Company’s newly issued Convertible Debentures No. 2 (“Convertible Debentures No.2”) with a total offering value not more than 500,000,000 Baht to specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 (“AO Fund 1”) by AO Fund และ AO Fund 1 are not connected persons of the Company and passed a resolution approving the increase of the Company’s registered capital in the amount of 253,666,370 Baht from the original amount 447,823,900.50 Baht to 701,490,270.50 Baht by issuing new ordinary shares in the amount of 1,014,665,480 shares at a par value of 0.25 Baht per share, which can be divided into :

1. (1) The amount of not more than 311,946,746 shares or equivalent to 20.00% of the paid-up capital of the Company as of the date of the Board of Directors’ Meeting No. 1/2022 on February 28, 2022, which is the date on which the Board of Directors resolved to call the Annual General Meeting of Shareholders for the year 2022 for offering to the existing shareholders (Right Offering) according to the General Mandate Form.

2. (2) The amount of not more than 155,973,373 shares or equivalent to 10.00% of the paid-up capital of the Company as of the date of the Board of Directors’ Meeting No. 1/2022 on February 28, 2022 which is the date on which the Board of Directors resolved to call the Annual General Meeting of Shareholders for the year 2022 to offer for sale at one time or in parts of sale from time to time to a specific person (Private Placement) according to the General Mandate.

3. (3) The amount of not more than 546,745,361 shares or 35.05% of the Company’s paid up capital as of the date of the Board of Directors’ Meeting No. 1/2022 on February 28, 2022 which is the date on which the Board of Directors resolved to call the Annual General Meeting of Shareholders for the year 2022 to accommodate the exercise of convertible debentures for specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 (“AO Fund 1”) which are not connected persons of the Company. The details of the allocation are as follows:

   1. (a) the amount of not more than 280,000,000 shares are allocated to accommodate the exercise of the conversion rights of the first Convertible Debentures (“Convertible Debentures No. 1”) (in addition to the original allocation)

   2. (b) the amount of not more than 266,745,361 shares are allocated to accommodate the exercise of the conversion rights of the second Convertible Debentures (“Convertible Debentures No. 2”)

The Extraordinary General Meeting of Shareholders No. 1/2022 held on November 11, 2022 resolved to approve the reduction of the Company’s registered capital from 701,490,270.50 Baht to 584,510,240.75 Baht by cancellation of unsold ordinary shares and also resolved to approve the increase of the Company’s registered capital 240,538,240.75 Baht from the original 584,510,240.75 Baht to 825,048,481.50 Baht by issuing new ordinary shares in the amount of 962,152,963 shares at the par value of 0.25 Baht per share to offer to the existing shareholders (Right Offering) and to specific person (Private Placement) according to the General Mandate and to support the exercise of convertible debentures. The details are as follows:

1. (1) The amount of not more than 397,272,909 shares or equivalent to 20% of the paid-up capital of the Company as of the date of the Board of Directors Meeting No. 7/2022 held on September 19, 2022 which was the date on which the Board of Directors resolved to call an Extraordinary General Meeting No. 1/ 2022 for offering to existing shareholders (Right Offering) in accordance with the General Mandate

2. (2) The amount of not more than 198,636,454 shares or equivalent to 10% of paid-up capital of the Company as of the date of the Board of Directors Meeting No. 7/2022 held on September 19, 2022 which was the date that the Board of Directors resolved to call the Extraordinary General Meeting No.1/2022 to offer for sale at one time or in parts of sale from time to time to a specific person (Private Placement) according to the General Mandate.

3. (3) The amount of not more than 366,243,600 shares or equivalent to 18.44% of paid-up capital of the Company as of the date that the Board of directors meeting No. 7/2022 held on September 19, 2022 which was the date that the Board of Directors resolved to call the Extraordinary General Meeting No. 1/2022 to accommodate the exercise of convertible debentures issued and offered to specific investors, namely Advance Opportunities Fund (“AO Fund”) and Advance Opportunities Fund 1 (“AO Fund 1”) which are not connected persons of the Company. The details of the allocation are as follows:

   1. (a) Amount of not more than 143,239,232 shares was allocated to support the exercise of conversion rights of the first Convertible Debentures (“The Convertible Debentures No. 1”) (in addition to the original allocation)

   2. (b) Amount of not more than 223,004,368 shares are allocated to accommodate the conversion right of the second Convertible Debentures (“The Convertible Debentures No. 2”).

The Board of Directors meeting No. 9/2022 held on December 15, 2022, resolved to approve the allocation and offering of 198,347,107 newly issued ordinary shares to specific persons (Private Placement : “PP”) amounting to 3 persons who are not related to the Company at the offering price of 0.121 Baht per share, with the subscription and payment period for the newly issued ordinary shares on December 15, 2022 whereas the Company has already registered the capital increase for the newly issued ordinary shares allocated and offered for sale to such PP with the Department of Business Development, Ministry of Commerce on December 16, 2022.

In 2022, the Company has issued and offered Convertible Debentures No. 1, a total of 8 tranches (No. 1/2022 – No. 8/2022) with the amount issued and offered for sale in the amount of 125,000,000 Baht which when combined with the issuance and offering the Convertible Debenture No. 1 in 2021, a total of 10 tranches (No. 1/2021 – 10/2021) with the amount issued and offered of 175 million Baht. Total amount of 300,000,000 Baht which was the amount approved by the Extraordinary General Meeting of Shareholders No.1/2021 on June 15, 2021. In addition, the Company has also issued and offered Convertible Debentures No. 2, a total of 8 tranches (the No. 1/2022 - 2/2022). The amount issued and offered for sale is 85,000,000 Baht, the remaining amount of Convertible Debentures No.2 is issued and offered for sale in the amount of 415,000,000 Baht.

During the year 2022, the Convertible Debenture holders of AO Fund and AO Fund 1 have notified their conversion Convertible Debentures No. 1 in the total amount of 564,854,600 shares so as at December 31, 2022, the Company has outstanding ordinary shares allocated to support the exercise of the conversion rights of Convertible Debenture No.1 in the amount of 109,002,269 shares. During the year 2022, the Convertible Debenture holders of AO Fund and AO Fund 1 have notified the conversion of Convertible Debentures No. 2 in the total amount of 266,668,323 shares. The Company has remaining ordinary shares allocated for the exercise of Convertible Debentures No. 2 amount of 223,081,406 shares.

For the year 2022, none of the holders of warrants to purchase ordinary shares of JCK Hospitality Public Company Limited No. 1(JCKH-W1) exercised their rights to convert into ordinary shares of the Company. As a result, the Company has 223,315,144 units of JCKH-W1and 223,315,144 ordinary shares allocated to support the exercise of JCKH-W1 warrants. (However, the Company has 102 units of unallocated warrants and 102 unallocated newly issued ordinary shares, which the Company will proceed to cancel them).

During the year 2022, the Company has held the meeting to report guidelines for resolving information to investors and related parties (Public Presentation) on the event that the Company’s securities were posted C (Caution) sign because the Company still has the shareholders’ equity less than 50% of the paid-up capital for 4 times for the financial statements for the year 2021, the financial statements for the three-month period ended March 31, 2022, the financial statements for the six-month period ended June 30, 2022 and the nine-month financial statements ended September 30, 2022. Overall, the Company has solutions to increase the Company’s revenue by adjusting the image of the restaurants Daidomon and Hot Pot to be modern and suitable for target customers, expanding the branches of SHABU TOMO and increasing sales from the Burger & Lobster brand. The Company also intends to manage the expense budget appropriately by managing and controlling food costs, adjusting the structure of the work system within the branch shop and rent management by taking into account the efficiency of the service to be in line with sales. In addition, the Company focuses on expanding its customer base of frozen food to meet the current consumption behavior. Moreover, the Company also invests in hotel business in tourist provinces which is an investment expansion to increase future income. As of December 31, 2022, the Company has registered capital 825,048,481.50 Baht and paid-up capital of 582,497,842.50 Baht, consisting of 2,329,991,370 ordinary shares with a par value of 0.25 Baht per share.

Operation of the restaurant business

• The Board of Directors meeting on June 23, 2022 resolved to approve the Company to purchase the right to operate a restaurant business under the trade name “Burger & Lobster” with Lobster Power Co., Ltd. (“LP”) with the value of investment of 6.57 million Baht.

• The Board of Directors meeting on June 23, 2022 approved the Company to invest by acquiring the assets from Indy International Co., Ltd. (“INDY”) consisting of trademarks under the brand “Shabu Indy”, land with buildings, other fixed assets and product freezer including accepting the transfer of business rights under the brand “Shabu Indy”. Later on, the Board of Directors meeting on November 14, 2022 has resolved to approved the cancellation of the investment in INDY since the party could not agree on commercial terms and the deposit of 1 million Baht was already recorded as administrative expenses in full amount in the 2022 Comprehensive Income Statement.

• The Company has opened 2 branches of Shabu Tomo at Central World and Mega Bangna and in November 2022, the Company has also opened a branch of Burger & Lobster at Siam Paragon and closed a number of Hot Pot branches in total 26 branches. For Hot Pot and Daidomon which still have potential, the Company has improved the shop’s image continuously to look modern and easy to access.

2023

According to the resolution of the Extraordinary General Meeting of shareholders No. 1/2023 of JCK Hospitality Public Company Limited (the “Company”) which was held on 8 March 2023 (“EGM 1/2023”), it has resolved to approve the allocation of the newly issued ordinary shares and the offering of the Warrant to Purchase Ordinary Shares of the Company No. 2 (“JCKH-W2”). The details are as follows:

1. (1) Approved the allocation of newly issued ordinary shares at the amount of, not exceeding, 1,617,531,400 shares, with the par value of 0.25 Baht per share, to offer to a private placement (which is a connection transaction), namely, JC Kevin Development Company Limited (“JCKD”) (“PP Shares”), with the offering price of 0.17 Baht per share, the total amount of 274,980,338 Baht, as partial payment for the acquisition of the Land and Office Building in respect to the Office Building Transaction, which consists of 1) 1 plot of land with the area of 2 Ngan 87.7 Square Wah, or 287.7 Square Wah, representing 163.02 million Baht, including the construction of a 6-story office building with a basement floor and a rooftop with a total usable area of 5,206 Square Meters, representing 80 million Baht, with a total value of 243.02 million Baht, and 2) 1 empty plot of land with the area of 3 Ngan 65.3 Square Wah, or equal to 365.3 Square Wah, representing 206.98 million Baht, located at Soi Sathorn 11 Intersection 9 Road Narathiwat Ratchanakarin, Yannawa Subdistrict, Sathorn District, Bangkok with a total value of not exceeding 450,000,000 Baht (“Land and Office Building”). Whereas the Company has already registered the capital increase for the newly issued ordinary shares allocated and offered for sale to such Private Placement with the Department of Business Development, Ministry of Commerce on September 14, 2023.

2. (2) Approved the allocation of newly issued ordinary shares in the amount of, not exceeding, 12,843,894,555 shares, with the par value of 0.25 Baht to offer to existing shareholders in proportion to their shareholding (Right Offering). In the allocation ratio of 1 existing ordinary share to, not exceeding, 3 newly issued ordinary shares, fractions as a result from the calculation of such allocation are disregarded, at the offering price of 0.03 Baht per share, equivalent to the value of 385,316,836.65 Baht; The company offered to sell RO shares between 24 - 30 October 2023. with the total of 2,963,475,936 shares that were sold at an offering price of 0.03 baht per share, totaling of THB 88,904,278.08. Whereas the Company has already registered the capital increase for the newly issued ordinary shares allocated and offered for sale to such Right Offering with the Department of Business Development, Ministry of Commerce on November 2, 2023.

3. (3) Approved the issuance and offering of JCKH-W2 at the amount of, not exceeding, 4,281,298,185 units, to allocate to existing shareholders who subscribed and have been allocated the newly issued ordinary shares issued and offered to existing shareholders in proportion to their shareholding (Right Offering), free-of-charge (Zero Baht) (Sweetener), at the allocation rate of, not exceeding, 3 ordinary shares to 1 Warrant unit (if there are fractions as a result from the calculation of such allocation, disregard them). Such Warrant has a term of not exceeding 1 year after the issuance date, with the exercise ratio of 1 Warrant unit to 1 ordinary share and the exercise price of 0.03 Baht per share (except for the adjustment of rights).

For the year 2023, none of the holders of warrants to purchase ordinary shares of JCK Hospitality Public Company Limited No.1 (JCKH-W1) exercised their rights to convert into ordinary shares of the Company. As a result, the Company has 992,859,131 units of JCKH-W1and 992,859,131 ordinary shares allocated to support the exercise of JCKH-W1 warrants.

For the year 2023, none of the holders of warrants to purchase ordinary shares of JCK Hospitality Public Company Limited No. 2 (JCKH-W2) exercised their rights to convert into ordinary shares of the Company. As a result, the Company has 3,293,472,931 units of JCKH-W2 and 3,293,472,931 ordinary shares allocated to support the exercise of JCKH-W2 warrants.

In 2023, the Company has issued and offered Convertible Debentures No. 1, a total of 4 tranches (No. 1/2023 – No. 4/2023) with the amount issued and offered for sale in the amount of 14,000,000 Baht which when combined with the issuance and offering the Convertible Debenture No. 2 in 2023, a total of 4 tranches (No. 1/2023 – 4/2023) with the amount issued and offered of 50,000,000 Baht, the remaining amount of Convertible Debentures No.2 is issued and offered for sale in the amount of 5,000,000 Baht.

During the year 2023, the Convertible Debenture holders of AO Fund and AO Fund 1 have notified their conversion Convertible Debentures No. 1 in the total amount of 120,100,204 shares so as at December 31, 2023, the Company has outstanding ordinary shares allocated to support the exercise of the conversion rights of Convertible Debenture No.1 in the amount of 6,143,444 shares. During the year 2023, the Convertible Debenture holders of AO Fund and AO Fund 1 have notified the conversion of Convertible Debentures No. 2 in the total amount of 579,021,294 shares. The Company has remaining ordinary shares allocated for the exercise of Convertible Debentures No. 2 amount of 285,568,551 shares.

As of December 31, 2023, the company has registered capital. 5,764,102,033.50 Baht and paid-up capital 1,902,530,051 Baht, consisting of 7,610,120,204 common shares with a par value of 0.25 Baht per share.

During the year 2023, the Company has held the meeting to report guidelines for resolving information to investors and related parties (Public Presentation) on the event that the Company’s securities were posted C (Caution) sign because the Company still has the shareholders’ equity less than 50% of the paid-up capital for 4 times for the financial statements for the year 2022, the financial statements for the three-month period ended March 31, 2023, the financial statements for the six-month period ended June 30, 2023 and the nine-month financial statements ended September 30, 2023. Overall, the Company has solutions to increase the Company’s revenue by adjusting the image of the restaurants Daidomon and HOT POT to be modern and suitable for target customers, expanding the branches of SHABU TOMO and increasing sales from the Burger & Lobster brand. The Company also intends to manage the expense budget appropriately by managing and controlling food costs, adjusting the structure of the work system within the branch shop and rent management by taking into account the efficiency of the service to be in line with sales. In addition, the Company focuses on expanding its customer base of frozen food to meet the current consumption behavior. Moreover, the Company also invests in hotel business in tourist provinces which is an investment expansion to increase future income.

The Company has expanded SHABU TOMO branches to 5 branches at Central World, Mega Bangna, Central Plaza Westgate, Central Plaza Rama 2 and The Mall Bang Khae.

The Company has launched a new brand: Ài Huǒguō (爱火锅 Ài Huo Guo) Premium Mala Shabu A variety of food is served on a conveyor belt. There are currently 2 branches: Central Plaza Rama 2 and Big C Ratchadamri.

In 2023, the Company began diversifying its investment risks to businesses other than the restaurant business. The Company has successfully invested in and transferred ownership of land and office buildings in the center of Bangkok. To be used as the Company's office space. Reduce the space rental expenses and also increase income that is consistent from the remaining rental space immediately. Financial stability increase is an asset that creates added value for the company in the long run. There is also an opportunity for new building development in addition to vacant land in the future as well.