Clarification of news or information requested by SET

SET requests to clarify news or information Subject : Clarification of news or information requested by SET Description : No. XBIO-AD049/2569 September 28, 2026 Subject: Clarification of Information in the Financial Statements for the Second Quarter of 2026 To: Director of The Stock Exchange of Thailand Dear: Sir/Madam, According to the letter from The Stock Exchange of Thailand ("SET") to X Biosciences Public Company Limited ("the Company") requesting additional information and disclosures via the SET's disclosure system by September 21, 2026, regarding the financial statements for the second quarter of 2026, the Company would like to clarify as follows: 1. Extension of the Period for the Sale of Shares in Fruita Biomed Co., Ltd. 1.1 The decision regarding the share sale agreement of Fruita Biomed Co., Ltd. ("Fruita") primarily stemmed from external events and factors beyond the Company's control, particularly the liquidity situation of the counterparty. In addition, Fruita's past operating performance fell below the forecasts and assumptions projected by the Company, which impacted the counterparty's ability to proceed under the original terms of the share purchase agreement within the scheduled timeframe. Consequently, the Company deemed it necessary to review the valuation of this investment. An impairment loss on assets has been recognized accordingly; from the reclassification in the 2025 financial statements through the second quarter of 2026, the Company has recognized a total cumulative impairment loss of THB 270.63 million. Although the Company previously negotiated for partial, phased repurchases of the shares, no tangible progress was achieved due to the counterparty's liquidity constraints, ultimately leading to the request for an extension of the transaction timeframe. 1.2 On June 26, 2025, the Board of Directors approved the disposition of Fruita shares at THB 274.22 per share, with the transaction targeted for completion within June 2026. Subsequently, the buyer requested a price adjustment to THB 110 per share and an extension of the transaction deadline to June 30, 2027. The investment in Fruita is classified as an asset held for sale, and the Company has recorded an impairment based on a fair value determined by an independent appraiser using the Discounted Cash Flow (DCF) method at THB 101.37 per share, which is lower than the revised sale price. Therefore, this price adjustment does not require the Company to recognize any additional impairment loss at this stage. Nevertheless, until the transaction is fully completed, the Company remains obligated to evaluate the investment value at every accounting period and may need to recognize additional impairment should there be any adverse changes in Fruita's operating results or the buyer's payment capacity. Currently, the Company has not appointed any representative to serve as a director of Fruita and is not involved in its day-to-day operations or financial policy decisions, as the investment is in the process of disposition. However, the Company retains its statutory shareholder rights and continues to monitor Fruita's operating performance on an ongoing basis. 1.3 The total purchase value under the amended agreement shall not exceed THB 172.23 million (1,565,700 shares at THB 110 per share). The buyer has informed the Company that they are currently securing funding sources to complete the payment within the agreed schedule. The Company has been continuously following up on progress with the buyer, alongside monitoring Fruita's performance?which reported a net loss of THB 102 million in 2025 and a net loss of THB 5.7 million in the first 6 months of 2026?in order to assess potential risks that may affect the buyer's fundraising capability. Guidelines for consideration in the event the share repurchase cannot be completed as scheduled: - Exercise of Legal and Contractual Rights: Asserting legal and contractual remedies to protect the Company's interests, including demanding compliance with the agreement or claiming damages for breach of contract. - Disposition to Alternative Investors: Offering the shares of Fruita Biomed Co., Ltd. to other potential buyers or third-party investors, with the selling price based on the prevailing fair market value at that time. - Restructuring Payment Terms: In the event the buyer can make only partial payments, the Company may consider adjusting the terms to installment payment schedules or requesting additional collateral. 2. Short-Term Loans to Directors and Advances to Directors 2.1 The THB 88 million short-term loan to a director was a transaction entered into by a subsidiary prior to the Company's investment in said subsidiary. At that time, the subsidiary had excess operational cash with no immediate investment plans and no outstanding debt obligations with financial institutions. The subsidiary's management therefore utilized this excess working capital to generate returns, in a manner consistent with general private corporate treasury management. The loan is evidenced by promissory notes bearing interest rates of 1.7%-1.9% per annum (which were not lower than commercial bank fixed deposit rates during the same period) and is scheduled for repayment by 2027. The funding source was derived entirely from the subsidiary's own working capital and did not originate from the Company's borrowings or capital increases. Consequently, this transaction incurred no financial costs, and the subsidiary received returns at least equivalent to depositing funds with a financial institution. Following the acquisition, the Company did not approve any additional loans and submitted the transaction to the Audit Committee and the Board of Directors for review (as detailed in item 3.2) to mitigate group-wide risks. The Company will closely monitor the full collection of principal and interest within the designated timeframe and will report progress to the SET alongside the quarterly financial statement submissions until full settlement is achieved. 2.2 The loan is documented via promissory notes issued by the borrower, specifying an interest rate of 1.9% per annum and principal repayment within 2027. Because this transaction occurred prior to the Company's investment in the subsidiary?when the subsidiary was not yet part of the group?it did not undergo the Company's formal review and approval process at inception. However, once the subsidiary became part of the Company's group, the borrower acquired the status of a connected person, and the outstanding loan qualifies as financial assistance to a connected person under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551. The Company acknowledges that it had not fully executed all regulatory procedures prescribed under these rules, including transaction size calculation, prior approval, and information disclosure. Recognizing this procedural non-compliance, the Company is taking the following corrective actions: - Submit the transaction to the Audit Committee and the Board of Directors for formal review. - Calculate the transaction size and disclose the relevant information via the SET disclosure system. - If the transaction size falls within the threshold requiring shareholder approval, present the matter to a shareholders' meeting for consideration, or negotiate for early repayment from the borrower. - In the interim, the Company has suspended any further lending to this borrower and will establish a installment repayment schedule to reduce overall corporate risk. 2.3 The lending policy regarding the THB 88 million loan to a related party was approved by the subsidiary's board of directors under its corporate authority at that time, prior to the Company's investment. Previously, the group lacked a formal, written corporate-wide lending policy. The Board of Directors has thus established the following initial policy guidelines: (1) The group maintains a general policy prohibiting loans to directors, executives, major shareholders, or connected persons, unless fully approved in accordance with applicable connected transaction rules. (2) Excess liquidity within group companies must be invested solely in commercial bank deposits or low-risk financial instruments. (3) Intercompany loans among group entities must be documented in writing and approved according to the Company's Delegation of Authority (DOA) matrix. (4) Advances to directors or employees must strictly comply with the procedures previously clarified in the Q1 2026 financial statement submission. 2.4 Regarding the advance payment of THB 10 million?where an executive director sub-delegated authority to a third party to place a deposit for a feasibility study regarding a potential investment in Charoensuk Passion Co., Ltd.?the full amount of the deposit has been completely refunded in September 2026. 3. Opinions of the Board of Directors and the Audit Committee 3.1 Regarding the rationale for extending the timeframe and adjusting the sale price for the Fruita shares, the Board of Directors and the Audit Committee, at the Board of Directors Meeting No. 9/2026 held on June 26, 2026, concurred that the extension and revised price of THB 110 per share are reasonable. This price remains higher than Fruita's net book value of THB 105.43 per share and exceeds the fair value of THB 101.37 per share determined by the independent appraiser. Given Fruita's ongoing operational losses, executing the transaction under these revised conditions represents a better course of action to safeguard the Company's interests compared to continuing to hold the investment. The Audit Committee additionally noted that management must continuously monitor the buyer's payment capacity and report progress to the Audit Committee on a quarterly basis. 3.2 The Board of Directors and the Audit Committee reviewed the THB 88 million loan transaction and noted that while it was initiated prior to the Company's investment in the subsidiary and yielded market-rate interest returns at the time, the loan now constitutes financial assistance to a connected person following the subsidiary's inclusion in the corporate group. To best protect the interests of the Company and its shareholders, the Board and Audit Committee passed resolutions and recommendations as follows: 1.) Immediate Suspension and Risk Mitigation: Strictly suspend any further lending to this borrower. Direct management to construct a clear, periodic principal-and-interest repayment schedule and require the borrower to provide additional collateral to minimize risk to the group. 2.) Regulatory Compliance: Expedite compliance remediation under the Connected Transaction Rules (Notification TorChor. 21/2551) by calculating transaction size, disclosing information to the SET, and seeking shareholder approval (if required by size threshold) or negotiating early loan repayment. 3.) Governance & Internal Controls: Assign the Audit Committee to closely monitor debt recovery every quarter, and direct the revision of subsidiary governance policies and internal control systems to prevent similar transactions from recurring in the future. Debt Collection Policy: To minimize group risk, the Board and Committee recommend: ? Establishing a clear, accelerated periodic schedule for principal and interest repayment rather than waiting until 2027. ? Requiring reliable collateral covering the THB 88 million principal plus accrued interest to mitigate default risk. ? Although default interest rates are specified in the promissory notes, executing a supplementary debt acknowledgment agreement with the subsidiary as a group entity. 3.3 Risk Governance Measures for Lending: ? Require quarterly reporting of debt status and collection progress to both the Audit Committee and the Board of Directors. ? Instruct the Accounting Department to evaluate Expected Credit Losses (ECL) under TFRS 9 for each accounting period, subject to review by the external auditor. ? Expedite full compliance with connected transaction rules, including immediate transaction size calculation, submission to the AC and Board for opinion, and SET disclosure. If shareholder approval is required, arrange a meeting or consider calling the loan due immediately. ? Review and align financial approval authorities across all subsidiaries with the parent company's governance framework to ensure subsidiaries do not execute loans or connected transactions without parent board approval. Please be informed accordingly. Yours sincerely (Sign) (Mr. Amnart Lertprasertwong) Chief Executive Officer X Bioscience Public Company Limited Signature ___________________________ ( Mr. Amnart Lertprasertwong ) Chief Executive Officer Authorized to sign on behalf of the company ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.