TV Direct Public : Clarification on the investment in digital assets, cryptocurrency KUB coin

No. 0107554000101

Reference is made to the notification of the Securities and Exchange Commission of Thailand (“SEC“) notifying TV Direct Company Limited (“Company“) to clarify the details of the investment in digital assets, cryptocurrency KUB coin, due to the value of KUB coin at present is volatile and substantially decreasing, which might affect the investment value planned by the Company. Hence, the clarification required is aimed to be the information for the investor’s decision. Details are as apparent in the notification.

The Company would like to clarify as follows:

1. The reasons why and how the investment in digital assets for being a Node Validator is beneficial or appropriate for your company?

The Company would like to inform that the approval for TVDM Company Limited (TVDM), a subsidiary of the Company, investing in crypto-currency business (KUB coin) is to join as an investor in the “Node Validator project. ” That is to say, the subsidiary of the Company is a co- investor in the construction of Chain Infrastructure for the Node Validator project. The reasons for investing in the project are:

1. Board of Directors realized that this project would provide an opportunity to TVDM Company Limited (TVDM) to receive a share of transaction fees in proportion of the investment ratio.
2. As the value of KUB coin has been greatly decreasing at present, TVDM does not have to spend a lot of money for the investment. Meanwhile, TVDM still receives the same investment ratio, which is a chance to make profit from the difference in the KUB coin price increasing from the investment value in the future.
3. Partnering with Bitkub group will provide an opportunity to create marketing channels with Bitkub, which has a large number of customers and most of them are young people who are interested in technology. Furthermore, Bitkub partners’ involvement in many businesses will create benefits and build up the Company’s business in the future.

In addition, the Company also views that the investment of TVDM is appropriate and be compliant with the major internal restructuring plan to become a holding company, which will comprehensively invest in various important businesses with an aim to generate sustainable income for the Company and shareholders in the future.

-2-

Additional Explanation: Differences between Node Validator and Node Validator (Chain Infrastructure) Project Partners

• Node Validator is a person responsible for verifying transactions on the block chain and must invest in POSA Node server.
• Investors in Node Validator project are joint investors in creating Chain Infrastructure (Investment in Chain Infrastructure is the investment in infrastructure ecosystem including RPC Node, Full node)

1. Has the decision to invest in the project been made by the Board of Directors? How? What is the opinion of the Company’s Board of Directors on the investment?
   The Company would like to inform that the decision of the investment has been considered and determined by the Board of Directors at the meeting. The Board also consider the details of investment projects in bitcoin mining and digital assets.
   However, the Board of Directors realized that the value of digital assets today is highly volatile and drastically declining. The Board, thus, has an opinion that entering into the transaction is considered an investment in a new business, in which the Company has studied, analyzed, and reviewed. By doing so, an ad-hoc team who has expertise and experience in digital assets investment has been set up to analyze and follow up the news of digital assets closely before investing. This is to ensure that investment consideration has been made discreetly and for the benefit of shareholders. Besides, the Company has implemented the risk management plan by preparing to set up a team to assess the impact on the operations, financial status and performance of the Company and clearly make a risk management policy in the case that the value of digital assets substantially fluctuates.
2. Does the Company have the investment plan, investment value and current progress as well as an agreement on a guarantee of minimum buyback price? and how?
   The Company would like to inform that the Company has set a plan to invest in the Node Validator project with an investment value of not more than 15 million Baht. On 27 May 2022, TVDM has signed a contract with Bitkub Blockchain Technology Company Limited (BBT). BBT has a price guarantee that if the TVDM sells KUB coin within the specified period and receives a loss, BBT will compensate the difference to TVDM.
3. How does the today’s drastic drop in coin value affect the Company’s financial status and operations? What is the Company’s support measure?
   The Company would like to inform that TVDM has joint the investment in the Node Validator project at an average price close to the current trading price of KUB coins in the digital assets exchange center. In addition, TVDM and BBT have entered into an agreement that BBT will guarantee a minimum buyback price at a rate of not lower than the investing price from TVDM as mentioned in Clause 3. The investment, therefore, will not affect the financial status and operations of the Company in a negative way. Only the return generated as an investor in the project will fluctuate according to the value of KUB Coin as of the return date.
   However, in the event that a significant impact occurs, the Company may consider selling KUB coin within Bitkub’s guaranteed period based on the basis of principle and reasons to mitigate possible risks and losses.

Please be informed accordingly.

Your sincerely,

(Mr. Pongpanu Svetarundra)

Chairman of the Board