News Network Public : Investment in peer-to-peer lending business by an associate

OM6506001

10 June 2022

Subject: Investment in peer-to-peer lending business by an associate

To:	Director and Manager
	The Stock Exchange of Thailand

News Network Corporation Public Company (the "Company") would like to disclose information on the investment in peer-to-peer lending business by an associate as follows:

Peer For All Company Limited ("PFA"), the Company's associate in which the Company holds 20,000 ordinary shares or equivalent to 40 percent of the total number of shares in PFA, will purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly Company Limited ("Nestifly") at a total purchase price of THB 500 million from First P2P Company Limited and the shareholders of Nestifly (collectively, the "Sellers") where the details of the investment are as follows:

• Background of the transaction
• 1. On 24 February 2022, the Company entered into an initial memorandum of understanding on the entire business transfer with the Sellers to purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly at the total purchase price of THB 500 million.
  2. On 18 March 2022, the Company incorporated a subsidiary, i.e. PFA, to build on its finance business and increase source of income. On the date of incorporation, the Company held 50,000 shares or equivalent to 99.99 percent of the total number of shares in PFA.
  3. On 29 April 2022, the Company sold 30,000 ordinary shares or equivalent to 60 percent of the total number of shares in PFA to Aqua Corporation Public Company Limited ("AQUA") where the total value of consideration that the Company received from AQUA was THB 300,000, resulting in PFA ceasing to be the Company's subsidiary. In this regard, the Company still remains as a shareholder holding 20,000 ordinary shares or equivalent to 40 percent of total number of shares in PFA. The sale of 30,000 ordinary shares in PFA is in line with the scope of investment as approved by the Board of Directors, which approved the investment in the proportion of up to 51 percent.
  4. After the Management entered into the initial memorandum of understanding on the entire business transfer with the Sellers to purchase the ordinary shares in Nestifly under the instruction of the Board of Directors, PFA placed a deposit to enter into a

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memorandum of understanding to purchase the ordinary shares in Nestifly with the Sellers and terminate the initial memorandum of understanding as mentioned in item 1. entered into between the Company and the Sellers. Pursuant to the memorandum of understanding to purchase the ordinary shares in Nestifly that PFA entered into with the Sellers, it was agreed that, on the date of entry into the memorandum, PFA must place a deposit of THB 150 million with the Sellers. The deposit payment was divided in proportion to the shareholdings in PFA whereby AQUA placed a deposit of THB 90 million and the Company placed a deposit of THB 60 million.

5. After the placement of the deposit and the due diligence of Nestifly and the results of the due diligence is satisfactory, PFA must pay the share purchase price in the amount of THB 350 million.

• Contractual parties and their relationship with the listed company

The Sellers	: First P2P Company Limited and the shareholders of Nestifly,
	comprising Mr. Paphon Mangkhalathanakun and Mr. Koblarp
	Thaithan.

The Purchaser

Relationship among the contractual parties

• PFA, where the shareholdings in PFA are as follows:
  AQUA holding 29,998 shares, or equivalent to 59.9960 percent;
  The Company holding 19,999 shares, or equivalent to 39.9980 percent; and
  Minority shareholders holding 3 shares, or equivalent to 0.0060 percent.
• The Sellers are not the Company's connected persons according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transaction and 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 B.E. 2546 (as amended) (the "Connected Transaction Notifications").

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• General characteristics of the transaction

PFA, the Company's associate in which the Company's holds 40 percent of the registered capital, will purchase 117,645 ordinary shares or equivalent to 99.99 percent of the total number of shares in Nestifly from the Sellers at the total purchase price of THB 500 million. The Company will make payments in proportion to its shareholdings in Nestifly in the total amount of THB 240 million, comprising the price of shares in Nestifly of THB 200 million, the Sellers' taxes for which PFA must be responsible of THB 10.4 million, and funds for future investment of THB 29.6 million, the details of which are as follows:

The Purchaser	:	PFA
The Sellers	: First P2P Company Limited and the shareholders of Nestifly
Assets under the transaction	: 117,645 ordinary shares or equivalent to 99.99 percent of the total
		number of shares in Nestifly.
		Nestifly engages in the peer-to-peer lending business via online
		platform. At present, Nestifly has already obtained the peer-to-
		peer lending business licence.
Key condition precedents	:	1. PFA obtains its board and/or shareholder approval for the

purchase of the ordinary shares in Nestifly.

2. The Sellers do not owe taxes to the Revenue Department on the date on which the entire business transfer is completed, unless the Sellers have provided bank guarantee or collateral as security to cover the taxes owed and execution expenses.

3. The Sellers have arranged for the Company to obtain all necessary consent for the completion of the entire business transfer from all contractual parties under the contracts, agreements, instruments and/or other documents that are binding on Nestifly and/or the Sellers.

4. The financial statements of Nestifly are appropriately prepared according to generally accepted accounting standards in Thailand.

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1. All material agreements and licences of Nestifly are in continuous effect.
2. There is no event of default or breach of contract from the change of shareholding structure and/or control in Nestifly in any agreement that Nestifly has entered into with its customers or other agreements that Nestifly has entered into with other persons.

Completion of the transaction : PFA will become a shareholder holding 117,645 shares or equivalent to 99.99 percent of the total number of shares in Nestifly.

Completion date

: Within June 2022 or other dates further agreed by the parties.

Please be informed accordingly.

Sincerely yours,

(Mr. Kritsada Pruitipat)

Chief Executive Officer

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