TV Direct Public : Investment restructuring in subsidiaries, establishment of new subsidiaries, investment in newly issued ordinary shares, co-investment in the project of Optical Distribution Network (ODN)

No. 0107554000101

		May 30, 2022
Subject:	Investment restructuring in subsidiaries, establishment of new subsidiaries,
	investment in newly issued ordinary shares, co-investment in the project of
	Optical Distribution Network (ODN)
Attention:	President of Stock Exchange of Thailand
Enclosure:	1.	Information Memorandum on establishment of a new subsidiary.
	2.	Information memorandum on investment in Nasket Retail Company Limited.
	3.	Information Memorandum on co-investment in the project of Optical

Distribution Network (ODN).

TV Direct Public Company Limited ("the Company") would like to notify that the meeting of the Board of Directors No. 8/2022, held on June 23, 2022, had the resolutions on important issues as follows:

1. Approved the investment and operational restructuring of the Company and its subsidiary as follows:

1. Approved the Company to purchase ordinary shares of TVD Broker Company Limited in the proportion of 100 percent of all shares issued by TVD Broker Company Limited from ABPO Company Limited, a subsidiary in which the Company holds 100 percent of its voting shares, at a total price of 210.73 million Baht, according to the discounted cash flow model used by the Company's financial advisor (Capital Advantage Company Limited). The Company expects that the purchase of shares will occur within July 2022.
2. Approved the Company to purchase ordinary shares of Food Ordery Company Limited in the proportion of 10.10 percent of all shares issued by Food Ordery Company Limited from ABPO Company Limited, a subsidiary in which the Company holds shares in the proportion of 100 percent of all voting shares, at a total price of 34.34 million Baht. Such price refers to the price of

3,400 Baht per share in crowdfunding conducted by Food Ordery Company Limited through Sinwattana Crowdfunding Company Limited, a company licensed by the SEC. The Company, thus, expects that the business transfer will occur within July 2022.

In this regard, such transactions are not deemed as connected transactions under the Notification of the Capital Market Supervisory Board No. Tor.Jor. 21/2008 Re: Rules on Connected Transactions, nor an acquisition of assets under 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 Acquisition and Disposition of Assets, 2004, and the Notification of the Capital Market Supervisory Board No. Tor.Jor. 20/2008 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and its amendments as the transactions are completed between the Company and its subsidiaries in which the Company holds shares in the proportion of 100 percent of all shares issued by the subsidiaries.

2. Approved to establish one more subsidiary of the Company to accept the transfer of goods and parcel delivery business from ABPO Company Limited, a subsidiary in which the Company holds 100 percent of voting shares with a total registered capital of 30.00 million Baht. The transaction is considered an acquisition of assets, according to the Notification of Acquisition or Disposition of Assets, and has the highest size of 2.23 percent based on the total value of consideration. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended as at March 31, 2022. Details are shown in Enclosure 1.

Before the investment restructuring.

TVDH

100%

ABPO

							Division in
100%				10.10%			ABPO
TVD Broker		Food Ordery		Xpresso

After the investment restructuring.

TVDH

										10.10
100%		100%		100%				%			100%
TVD		ABPO		TVD Broker		Food Ordery		Xpresso

1. Approved the Company to invest in Nasket Retail Company Limited, a company that develops and provides services through the Service Management Platform (SMP), to expand distribution channels for new products and services to the company and subsidiaries through a fiber optic distribution system. SMP is a platform full of quality services which enable residents in the buildings to access convenient and safe technologies such as food ordering, grocery ordering, delivery, insurance, airplane ticket booking, home services, emergency services, etc. The SMP service will be performed through Smart Screen, Smart Speaker and IoT. The Company will purchase the newly issued ordinary shares of such company in the proportion of 40 percent of total shares, equivalent to the investment value of not more than 8.00 million Baht. The transaction is considered an acquisition of assets, according to the Notification of Acquisition or Disposition of Assets, and has the highest size of 4.63 percent based on the value of the Net Tangible Assets. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended as at March 31, 2022, and the financial statements as at December 31, 2021 of Nasket Retail Company Limited. Details are shown in Enclosure 2.
2. Approved the Company to co-invest in the project of Optical Distribution Network (ODN) in part of Home Passed with First Mile Company Limited, a service provider for telecommunication network and mobile phone. First Mile Company Limited focuses on installing intermediary system for fiber service providers, in cooperation with over 50 real estate developers, to make optical fiber system as intermediary in the period between the implementation of a new project and system development. At present, the installations are implemented in over 14,000 projects, 2,500 buildings, and 500,000 households. The Company will co-invest in the project of Optical Distribution Network (ODN) in part of Home Passed installed in 451 buildings in Bangkok and vicinity with a total value of 200.00 million Baht. Through this investment, the Company will have the right to access the Optical Distribution Network in part of Home Passed, which helps expand the distribution channels of the Company and its subsidiaries through the said network.

The Company will also receive a revenue sharing as monthly returns at the rate of 3.2 million Baht per month for 9 years, totaling about 345.60 million Baht. The transaction is considered an acquisition of assets under the Notification of Acquisition or Disposition of Assets, and has the highest size of 14.90 percent based on the total value of consideration. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended as at March 31, 2022. Details are shown in Enclosure 3.

Considering the combination of the transaction size of acquisition of assets in Clause 2, Clause 3, and Clause 4, which include the acquisition of investment fund in a new subsidiary, the investment in Nasket Retail Company Limited and the investment in the project of Optical Distribution Network (ODN), the acquisition of assets therefore has a total transaction size of

17.72 percent based on the total value of consideration. Combining with the acquisition of assets transactions over the past 6 months, the total transaction size is equivalent to 25.18 percent based on the total value of consideration. The transactions made over the past 6 months include the investment in Bitcoin mining, co-investment in the project of Node Validator, the investment in cryptocurrency as a validator in Proof of Stake, the acquisition of shares in ABPO Company Limited from minor shareholders, and the establishment of TV Direct Company Limited, which has a transaction size of 7.46 percent based on the total value of consideration. As the total transaction size has a value of not more than 15 percent, according to the audited consolidated financial statements ended as at March 31, 2022, it is classified as a Class 2 transaction under the Notification of Acquisition or Disposition of Assets, which makes the Company obliged to disclose the transaction to the Stock Exchange of Thailand forthwith and send a circular notice to shareholders within 21 days as from the date of disclosure of the transactions to the Stock Exchange of Thailand.

Please be informed accordingly,

Sincerely yours,

(Mr. Wichian Manapongpan)

Secretary of the Company

Enclosure 1

Information Memorandum on Acquisition of Assets

TV Direct Public Company Limited

The information specified in Schedule (1) annexed hereto

1. Date of the transaction
   Within July 2022
2. Name of the shareholders, number of shares, shareholding (percent)
3. 1. TV Direct Public Company Limited, holding 299,998 shares equivalent to 99.99 percent.
   2. Mr. Songpol Shanmatkit, holding 1 share.
   3. Mr. Wirasack Wirojwattanakul, holding 1 share.
4. General Characteristics of the transaction

Type of transaction:	Purchase ordinary shares (a company)
Transaction size:	2.23 percent

Basis of transaction size calculation: Total value of consideration paid or received

4. Details of the assets acquired

Company name issuing assets: Type of business:

Registered capital:

Issued and paid-up capital: Number of acquired shares: Purchase price:

Shareholding before the purchase:

Xpresso Company Limited

Goods and parcel delivery business 30,000,000 Baht

30,000,000 Baht

299,998 shares

100 Baht per share (Par value)

0%