TV Direct Public : Capital increase of subsidiary, transfer of business and change of digital assets investment

Registration No. 0107554000101

July 21, 2022

Subject: Notification on capital increase of its subsidiary, transfer of merchandising business on 3 major channels of direct marketing, namely e-commerce, TV shopping and call center and change of digital assets investment

Attention: President

The Stock Exchange of Thailand

The meeting of the Board of Directors No. 9/2022 of TVD Holdings Public Company Limited ("the Company"), held on July 21, 2022, had the resolutions on important issues as follows:

1. Approved to increase the registered capital of TV Direct Company Limited as described below:
2. 1. Increase the registered capital of TV Direct Company Limited, a subsidiary in which the Company holds shares in proportion of 100 percent of total shares issued, in the amount of Baht 499,000,000, divided into 4,990,000 shares at a par value of Baht 100 each, from the current registered capital of Baht 1,000,000, divided into 10,000 shares at the par value of Baht 100 each. Therefore, the new registered capital will be Baht 500,000,000, divided into 5,000,000 shares at a par value of Baht 100 each.
   2. The Company still holds 100 percent of total shares issued by TV Direct Company Limited (no change in shareholding).
   3. Source of Funds - working capital of the Company.
   4. Objectives of the capital increase - to obtain the transfer of merchandising business on 3 major channels of direct marketing, namely e-commerce, TV shopping and call center, from the Company.
3. Approved to transfer the Company's merchandising business on 3 major channels of direct marketing, namely e-commerce, TV shopping and call center, to TV Direct Company Limited, a subsidiary in which the Company holds shares in proportion of 100 percent of total shares issued. The transfer is totally valued at Baht 420,500,000, which is calculated using the discounted cash flow method by the Company's financial advisor (Capital Advantage Company Limited). Such transfer of merchandising business will be the transfer of the Company's entire inventory as well as transfer of the employees involved in the direct marketing business so that TV Direct Company Limited is able to continue its merchandising business without affecting the Company's account receivable or accounts payable before the business transfer. Moreover, such business transfer is to restructure the Company's internal management in order to become a holding company. The Company expects that the said transaction will be occurred within August 2022.

The Company's structure after the transfer.

In this regard, the transactions under Items 1 and 2 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 ("Notification on Acquisition or Disposition of Assets") as the transactions are completed between the Company and its subsidiary in which the Company holds shares in the proportion of 100 percent of all shares issued by the subsidiary.

3. Approved to adjust the financial limit of the investment in digital assets of TVD M Company Limited. Previously, the Board of Directors' meeting No. 7/2022, held on May 30, 2022, had approved TVD M Company Limited to invest in a bitcoin mining machines for not more than 25,000,000 Baht. As TVD M Company Limited has later changed its investment plan by gradually investing in bitcoin mining machines to be in accordance with the direction and trend of bitcoin price decreasing nowadays, resulting in a remaining investment limit, the Board of Directors' Meeting, therefore, has approved to use the remaining of investment limit of bitcoin mining machines for investing in digital assets for being a node validator on Proof of Stake responsible for creating or recording transaction data through the Block Chain. This would generate a good investment return for TVD M Company Limited.

Please be informed accordingly,

Yours sincerely,

(Mr. Wichian Manapongpun)

Company Secretary