AEC Securities Public : Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction (2/2)

Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

Appendix 1: Company Information of Beyond Securities Public Company Limited

1. Company's Information
1.1. Company's details
Initials	:	BYD
Registered Capital	:	18,196,712,220.00 Baht
Paid-up Capital	:	14,396,712,220.00 Baht
Amount of shares	:	2,879,342,444 Shares
Face value	:	5.00 Baht per share
Nature of Business	: It operates in Thailand with securities brokerage being their
		main business and future contracts. The company obtained

a security business licence from the Ministry of Finance and the securities exchange commissions ("SEC") to operate its business as follows: (1) Securities brokerage Business (2) Securities trading (3) Investment advisory Business (4) underwriting (5) Securities borrowing and lending businesses

(6) Venture Capital Management (7) Derivatives

1.1 Board of Directors

On the 30 March 2022, The Board of Directors of the Company are as follows:

			Name		Positions
	1.		Ms.Pattanant Petchchedchoo		Chairman of the Board of Directors, Independent Director,
					Chairman of the Audit Committee
	2.		Ms.Omsin Siri		Chairman of the Executive Committee, Chief Executive Officer,
					Director
	3.		Ms.Pathita Milindhajinda		Director
	4.		Ms.Phone Soonsawad		Director
	5.		Mr.Siridech Kumsuprom		Independent Director, Member of the Audit Committee
	6.		Ms.Premwadee Fongsiri		Independent Director, Member of the Audit Committee
	7.		Ms.Pattanant Petchchedchoo		Chairman of the Board of Directors, Independent Director,
					Chairman of the Audit Committee

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

2. Policy and Business Overview

Beyond Securities Public Company ("BYD") operates its main business as a member of the Stock Exchange of Thailand ("SET"), No.38. The Company obtained a security business licence from the Ministry of Finance and the Securities Exchange Commissions ("SEC") to operate its business as follows:

1. Securities Brokerage (2) Derivatives (3) Securities Trading (4) Investment Advisory (5) Financial Advisory and Underwriting Business (6) Securities Borrowing and Lending (7) Selling agent

Furthermore, Beyond Securities Public Company has also invested in other associated companies like Ace Incorporation (ACE), which the Company holds 49 percent of shares by doing business on leasing of electric vehicles for Thai Smile Bus Company Limited (TSB), which ACE owns 100 percent of shares according to the structure of the group of companies as follows:

Beyond Securities Public Company Limited

(BYD)

49%

ACE Incorporation Company Limited (ACE)

paid-up capital 910 million Baht

100%

Thai Smile Bus Company Limited (TSB)

paid-up capital 910 million Baht

100%

100%

100%

100%

100%

100%

100%

80%

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(Thailand)

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(BBR)

(SC)

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(ARR)

(LKS)

(CB)

Co., Ltd.

Co., Ltd.

No. 35

No. 6

No. 7

No. 120

No. 39

No. 80

No. 56

No. 133

amount

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19 buses

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8 buses

12 buses

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

to operate the bus at TSB. As an investor, it would fully cover the area of Bangkok and its surroundings which currently has a total of 10 bus routes that have a licence to operate fixed transport with electric buses, by diving into 8 routes and the other 2 routes are operated by the original owner.

1. Vision, Objectives and goals in Business Operations of the Group
2. • Vision:
   • • Moving Your Wealth Forward
   • Mission:
   • • To provide an integrated full-service to customers
     • To increase the standard of services
     • To operate with transparency and accountability
     • To expand the scope of businesses internationally
   • Strategy:
     The company has provided different strategies for four different core businesses as follows:
   • • Securities Brokerage
     • Investment Management
     • Investment Banking
     • Investment Innovation
3. Goals in operating businesses

The company has concentrated their main strategy towards providing an integrated and full service to our customers in a variety of products such as stocks, derivatives, debt instruments, mutual funds, or investment banking services for customers in both the private and public sector. To this objective, the company has employed many qualified and experienced individuals into various systems that relate business and strategic partnerships, both domestically and internationally.

3. List of shareholders

On the 25 May 2022, major shareholders of the company are as follows:

		Shareholder		Shares		Percentage
	1.	Ms.Phone Soonsawad	187,200,000	13.003
	2.	Ms.Kulpornphat Wongmacharpinya		96,554,331		6.707

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

		Shareholder		Shares		Percentage
	3.	Ms.Woramas Srivaddhanaprabha	75,183,000	5.222
	4.	Mr.Teeraphon Noprampha	66,666,666	4.631
	5.	Ms.Jarunan Asawadamrongchai	48,817,400	3.391
	6.	Ms.Ploysongsang Noprampha	47,666,666	3.311
	7.	Thai NDVR Company Limited	38,401,237	2.667
	8.	Mr. Kulvat Janvatanavit	34,000,000	2.362
	9.	Ms.Junnipa Sathirapanya	31,657,229	2.199
	10.	Mr. Somkiat Thanatcharoenkul	27,050,000	1.879
		Other	786,474,693	54.629
		Total		1,439,671,222		100.00

4. Summary of the key items in the financial statements, regarding the financial position and operating results of Beyond Securities Public Company Limited and its subsidiaries.

4.1 Management Discussion and Analysis: MD&A The Company's key financial information is as follows:

								Consolidated financial			Financial statements in which the
		Unit : million Baht			statements "Restated"						equity method is applied
								2019			2020					2021				31 March 2022
		Total assets				1,193.75			691.22					1,599.43			1,553.28
		Total liabilities				520.20			105.20					142.20			154.78
		Total owner's equity				673.55			586.02					1,457.23			1,398.50
					Consolidated financial statements "Restated"			Financial statements in which
																				the equity method is applied
					2019			2020				Jan. - Mar. 2021		2021				Jan. - Mar. 2022
		total income	245.06	41.25			21.37		126.03	1.62
		Total cost	473.44	385.34			28.51		261.03	35.31
		Total net profit			(228.38)			(344.09)			(7.05)			(135.00)		(33.63)
		(loss)
		Source: BYD's 56-1 Annual Report
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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

1) Overall

Beyond Securities Public Company Limited "the Company" is a no.3 8 member of the Stock Exchange of Thailand. On 30 July 2021, the Company registered with the Ministry of Commerce to Change its name from "AEC Securities Public Company Limited" to "Beyond Securities Public Company Limited" and changed its symbol from " AEC" to "BYD". The Company has been granted to operate a complete securities business under the securities business license type A and the derivatives business license type S-

• with its core businesses as securities and derivatives brokerage. The Company, moreover, operates businesses in accordance with the license granted, such as securities trading, investment banking, underwriting, securities borrowing and lending, and private fund management. The Company's main sources of revenue are from brokerage fees, Fees and service income and Interest incomes. From the current COVID- 19 pandemics, the world stock exchange market had fluctuated and cause tremendous anxiety to investors. Moreover, the investment status and competition in broker business are still intense especially the price competition and to be the market leader. However, the Company had paid attention to develop and keep the performance on competitiveness, benefit making and income base variety expansion. So, the Company had improved and change the structure for many parts in year 2 0 2 1 by starting from the change in shareholders structure, Board of Directors and Executives team and use the knowledge and skill on the securities business to enhance performance. Moreover, held on 9 April 2021, resolved to approve a disposal of the ordinary shares of ACE Incorporation Co., Ltd. for 51,000shares equivalent to 51percent of the issued and paid-up shares, at a price per shares of 1 0 Baht ( equivalent to par value 1 0 Baht per shares) which

totalling amount of 510,000 Baht. Subsequently, on 1 6 April 2 0 2 1 , the Company entered into the Share Purchase Agreement with Ms. Kulpornpath Wongmajarapinya which is a major shareholder of Thai Smile Bus Co., Ltd. ("TSB") The Company received the payment from sale of such investments on the same day. In addition, on 8 June 2 0 2 1 , at the Board of Director Meeting of ACE resolved to appoint two of the four directors from the group of companies of Thai Smile Bus Company Limited effective since 1 June 2021. As a result, the Company lost control and was unable to direct the ACE's significant activities. The Company, therefore, changed the classification of investments in ACE from investment in subsidiary to investment in associate since 1 June 2021.

In July 2021, the Company had increased the issued and paid-up share capital to be partially used as investment in associate and the other part was utilized in expanding the securities business to grow stronger and become competitive in the securities business. In 2 0 2 1 , the Company had planned and changed the market strategies of many business units to be more efficient as followed. For the Securities and Derivatives Brokerage Business, the Company had more derivatives volume trading, so the derivatives brokerage fee became increased for 184.34 percent from the year 2020. Though in year 2021 the Company had lesser securities brokerage fees for 26.43 percent from the year 2020, the Company's securities trading volume had become increasing since the 4 quarter of the year 2021.

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