TV Direct Public : Restructuring of the Company & subsidiary, investment in digital assets, acquisition of investment & connected transaction, establishment of new subsidiary, increase directors, Companys name change, capital increase (general mandate), EGM date

No. 0107554000101

		30 May 2022
Subject:	Restructuring of the Company and its subsidiary company, investment in
	digital assets, acquisition of investment in subsidiary and connected
	transaction, the establishment of new subsidiary, increase in the number of
	directors, name and seal change, amendment of the memorandum of
	association and regulations, registered capital decrease, capital increase under
	a general mandate, and schedule and agenda for the Extraordinary General
	Meeting of Shareholders No. 1/2022
To:	President
	Stock Exchange of Thailand
Enclose:	1.	Information Memorandum on acquisition of investment in digital assets
	2.	Information Memorandum on the acquisition of investment funds in ABPO
		Company Limited.
	3.	Information Memorandum on the establishment of the new subsidiary
	3.	F53-4 form

TV Direct Public Company Limited ("the Company") would like to notify that the meeting of the Board of Directors No. 7/2022, held on 30 May 2022, had the resolutions on important issues as follows:

1. Approved the Company to restructure to become a holding company.

Due to the restructuring, the Company has to transfer the business and adjust the investment structure in several subsidiaries. Therefore, the Board of Directors has resolved in principle to approve the Company to conduct a feasibility study and assign the Company's financial advisor to implement the business valuation of the restructured Company as follows:

1. Study the transfer of the Company's business, sale of goods, to a new subcompany, named TV Direct Company Limited (after the Company has changed its name to TVD Holdings Public Company Limited)
2. Study the investment in shares of TVD Broker Company Limited and Food Ordery Company Limited held by ABPO Company Limited.
3. Investment in a new subsidiary company establishing from the separation of departments within ABPO Company Limited with the aim to establish a new subsidiary company and provide goods and parcel delivery service.

The Board of Directors has assigned the Chief Executive Officer to have the authority to conduct various impact studies, hire a financial advisor and summarize the results of the studies, which will further be presented to the Board of Directors to consider and approve. The Company will further update the progress of this approval to SET.

2. Approved the Company's subsidiary, TVD M Company Limited, to invest in digital assets as follows:

1. Approved TVD M Company Limited to invest in bitcoin mining by purchasing 25 bitcoin mining machines, and preparing the electrical system including other devices and systems related. The total investment value is not exceeding 25,000,000 baht, which is the fund from working capital of the Company. The Company will gradually order bitcoin mining machines and expects to be able to gradually buy the full amount of 25 machines within the quarter 3 of 2022, with the condition to pay in full according to the number of machines having been delivered and received. The investment is considered an acquisition of assets according to 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 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 amended notification ("Notification of Acquisition or Disposition of Assets"), with its highest size of 7.86 percent based on the total value of consideration. Such transaction size is in reference to the Company's financial statements for the three-month period, ended 31 March 2022.
2. Approved TVD M Company Limited to invest in cryptocurrency business as a Node Validator. The investment is expected to start within June 2022 with the amount of not more than 15,000,000 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 4.72 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 31 March 2022.

2.3 Approved TVD M Company Limited to invest in cryptocurrency business in order to stake the digital coins as a guarantee for being a Proof of Stake. Such node validator is responsible for creating or recording transactions on Block Chain and will gain the remuneration from such responsibility. The investment is expected to start in quarter 3 of 2022 with the amount of not exceeding 15,000,000 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 4.72 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 31 March 2022.

Details are in Enclose 1

3. Approved the Company to purchase 624,008 ordinary shares, which is equivalent to 22.69 percent of all ordinary shares issued and sold by all 14 minority shareholders of ABPO Company Limited. The shares, with a par value of 100 baht per share, were sold at a book value of 70.82 baht per share, totalling 44,192,355 baht. The acquisition is aimed at increasing the investment proportion in ABPO Company Limited, a subsidiary of the Company, from 77.31 percent to 100 percent of all ordinary shares issued and sold by ABPO Company Limited. The transaction is an acquisition of assets with its highest size of 13.90 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 31 March 2022, and the financial statements of ABPO Company Limited for the fiscal year ended as at 31 December 2021.

In addition, the purchase of ordinary shares mentioned above is a transaction made with directors and executives of the Company, who are deemed to be a connected person under the Notification of the Capital Market Supervisory Board No. Tor.Jor. 21/2008. The size of each transaction is not more than 3 percent of the Net Tangible Asset value with the investment amount more than 1 million baht, but not exceeding 20 million baht. Details are in the Enclose 2.

4. Approved to establish another subsidiary of the Company to operate direct marketing in 3 main channels, namely e-commerce, TV shopping and call center, with a total registered capital of 1,000,000 baht. The transaction of this establishment is considered an acquisition of assets, according to the Notification of Acquisition or Disposition of Assets, and has the highest size of 0.003 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 31 March 2022.

In this regard, during the period of 6 months prior to the date of the resolution of the Board of Directors approving such transaction, the Company has not entered into any acquisition of assets transaction. Thus, when combing the sizes of all acquisition of assets mention above, including the investment in bitcoin mining and digital assets, the acquisition of investment funds in ABPO Company Limited and the establishment of the new subsidiary, the Company's acquisition of assets has the highest total transaction size of 31.20 percent based on the value of consideration. Such transaction size has a value of more than 15 percent but not more than 50 percent according to the audited consolidated financial statements ended as at 31

March 2022. Hence, 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 transaction to the Stock Exchange of Thailand.

1. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the appointment of Mr. Itti Thongtang, Mr. Vorasit Leelaaburanapong and Mr. Akkakit Maiket to be the director of the Company.
2. Approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the change in the Company's name and seal as follows:

6.1 Name Change

From	Thai name "บริษัท ทีวี ไดเร็ค จ ำกัด (มหำชน)"
	English name "TV Direct Public Company Limited"
To	Thai name "บริษัท ทีวีดีโฮลดิงส์้ จำกัด (มหำชน)"
	English name "TVD Holdings Public Company Limited"

6.2 Approved to amend the Clause 1 of the Memorandum of association and the

Company's regulation in accordance with the change in the Company's name and seal as follows:

1. Amend the clause 1. of the Memorandum of association (the Company's name)
   Clause 1. Thai name: "บริษัท ทีวีดีโฮลดิงส์้ จำกัด (มหำชน)"
   English name: "TVD Holdings Public Company Limited"

(2) Amend the clause 1, clause 2, and clause 62 of the Company's regulation.

Clause	Former Regulation	New Regulation
1	This regulation is referred to as	This regulation is referred to as
	Regulations of TV Direct Public	Regulations of TVD Holdings Public
	Company Limited	Company Limited
2	The "Company" in this	The "Company" in this regulation is
	regulation is referred to TV	referred to TVD Holdings Public
	Direct Public Company Limited	Company Limited
62	The Company's seal shall have	The Company's seal shall have the
	the following characteristics	following characteristics

7. Approved to propose to the Extraordinary General Meeting of Shareholders No.1/2022 to consider and approve the decrease in the Company registered capital of 39,615,846.50 baht (79,231,693 ordinary shares with a par value of 0.50 baht per share). The decrease is from the original registered capital of 1,007,341,784 baht (2,014,683,568 ordinary shares with a par value of 0.50 baht per share) to the new registered capital of 967,725,937.50 baht (1,935,451,875 ordinary shares with a par value of 0.50 baht per share) with the elimination of unsold shares and the shares that are not intended to support the conversion of any securities. Also, the meeting approved the amendment of Clause 4 of the Memorandum of association to be in accordance with the capital reduction as follows:

Clause 4. Registered capital	967,725,937.50 baht (nine hundred sixty-seven million
	seven hundred twenty-five thousand nine hundred
	thirty-seven baht fifty satang)
Divided into	1,935,451,875 shares
Par value per share	0.50 baht (fifty satang)
Divided as follows:
Ordinary shares	1,935,451,875 shares
Preferred shares	-	shares