Summary · why it matters
COM7 has established a new subsidiary named UFun Money Company Limited with registered capital of 50 million baht, divided into 500,000 ordinary shares at a par value of 100 baht each. UFun Capital Company Limited will hold 99.9996% of the shares, using cash flow from operations, and the registration is expected to be completed within the first quarter of 2027. The new company will engage in leasing, hire-purchase, and installment sales of products covering mobile phones, smartphones, tablets, accessories, computers, IT systems, and various types of technology equipment, in order to strengthen the IT product distribution business of the COM7 group with more comprehensive services. At the same time, the COM7 board has resolved to propose to the extraordinary general meeting of shareholders, the second of 2026, the approval of a capital increase for iCare Insurance Public Company Limited, or iCare, which is currently a subsidiary of COM7 through the 86.17% holding of Comseven Holding Company Limited. iCare will increase its registered capital by 281.58 million baht through the issuance of 1,126.30 million new ordinary shares at a par value of 0.25 baht each, offered through a private placement to Plan B Media Public Company Limited, or PLANB, for a total value of 860 million baht. The goal is to add a strategic partner to support the expansion of iCare's business after continued growth from non-motor insurance products, especially all-risks electronic equipment protection insurance and extended warranty insurance for electronic equipment, which are currently sold mainly through the COM7 group's channels. After the capital increase, COM7's shareholding in iCare will fall from 86.17% to 46.28%, causing iCare to cease being a subsidiary of COM7. This transaction qualifies as a disposal of assets with a maximum size of 3.14% based on the net profit criterion. Because PLANB is a major shareholder of COM7 with an 11.01% stake, the offering of new shares also qualifies as a connected transaction with a maximum size of 7.95% of COM7's net asset value, which exceeds the 3% threshold. COM7 must therefore seek approval from the shareholders' meeting with a vote of not less than three-quarters of the total votes of shareholders attending the meeting and entitled to vote, excluding shareholders with an interest in the matter. It has appointed Silverlining Advisory Company Limited as an independent financial adviser to give shareholders an opinion on the appropriateness of the price and conditions of the transaction. COM7 has scheduled the extraordinary general meeting of shareholders, the second of 2026, for 6 November 2026 at 10:00 a.m. through electronic means, and has set 14 October 2026 as the record date for shareholders entitled to attend the meeting. The iCare capital increase transaction still requires approval from iCare's shareholders' meeting and the Office of the Insurance Commission, and is expected to be completed within the fourth quarter of 2026.
Com7 PCL
Plan B Media PCL