Nation Broadcasting Public : Submission of the Amendment to the Opinion of the Company on the Tender Offer (Form 250-2) of Nation Broadcasting Corporation Public Company Limited (2nd Amendment)

		July 11, 2022
Subject	:	Submission of the Amendment to the Opinion of the Company on the Tender Offer (Form 250-2)
		of Nation Broadcasting Corporation Public Company Limited (2nd Amendment)
To	:	Director and Manager
		The Stock Exchange of Thailand

Enclosure : 1. Amendment to the Opinion of the Company on the Tender Offer (Form 250-2) of Nation Broadcasting Corporation Public Company Limited (2nd Amendment)

2. Amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Nation Broadcasting Corporation Public Company Limited (2nd Amendment)

As Nation Broadcasting Corporation Public Company Limited ("NBC" or "the Company" or "the Business") submitted the Opinion of the Company on the Tender Offer of the Company (Form 250-2) and Opinion of the Independent Financial Advisor on the Tender Offer to the Secretary General of the Office of the Securities and Exchange Commission, President of the Stock Exchange of Thailand, and Shareholders of Nation Broadcasting Corporation Public Company Limited on June 28, 2022 and revisions to the Opinion of the Company on the Tender Offer of the Company (Form 250-2) (1st Amendment) on July 6, 2022.

The Company would like to submit revisions to the Opinion of the Company on the Tender Offer (Form 250-2) (2nd Amendment). The details are set out in the enclosure

Please be informed accordingly

Sincerely yours,

…………………..…………………..

Mr.Tinnakorn Punpanichgul

Vice Chief Executive Officer

Revisions to the Opinion of the Company on the Tender Offer (Form 250-2) No. 2.

Additions are marked as underlined text, and deletions are marked as strike through text, as follows:

1. 1. The status of the Company regarding the past performance and the projected performance in the future with assumptions used in the projection
   1.1 Company overview and background

Part: Shareholding structure after the approval of the Company's Annual General Meeting of Shareholders for the year 2022 on April 29, 2022

From

Shareholding structure after the approval of the Company's Annual General Meeting of Shareholders

Minority shareholders

Offerors

• Nation TV 22
• Kom Chad Luek Online
• Kom Chad Luek activities
• TV License
• Nation Online

- Thai News Online - Stat App

- The people

for the year 2022 on April 29, 2022

Nation Broadcasting Corporation Public Company Limited ('NBC‛ or 'the Company‛ or 'the Business‛) Nation Group (Thailand) Public Company Limited ('NATION‛)

NBC Next Vision Company Limited ('NNV‛)

Nation Coffee Company Limited ('Coffee‛) Nation News Company Limited ('NN‛)

Happy Products and Service Company Limited ('HPS‛)

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To

Shareholding structure after the approval of the Company's Annual General Meeting of Shareholders for the year 2022 on April 29, 2022 and after restructuring completion roughly on June 1, 2022.

Nation Broadcasting Corporation Public Company Limited ("NBC‛ or 'the Company‛ or 'the Business‛) Nation Group (Thailand) Public Company Limited ("NATION‛)

NBC Next Vision Company Limited ("NNV‛)

Nation Coffee Company Limited ("Coffee‛) Nation News Company Limited ("NN‛)

Happy Products and Service Company Limited ("HPS‛)

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1. 1. The status of the Company regarding the past performance and the projected performance in the future with assumptions used in the projection
   1.1 Company overview and background

Part: Nature of Business

From

Nature of Business after the approval of the Company's Annual General Meeting of Shareholders for the year 2022 on April 29, 2022

Nation Broadcasting Corporation Public Company Limited has 3 businesses:

1. Call Center Business or known as 'Customer Service Center' is intended to provide service as an agent that handles the inbound call for customer agencies that subscribe to the service. There are two types of Call Center business:

1. Inbound call service is to provide information about products and services for companies; including the TV Home shopping business broadcasted on the national TV channel.
2. Outbound call service is to provide service of making calls on behalf of the client to offer products and services based on the existing customer base to sell products that meet the customers more exactly.
   Currently, the Company's outbound call service is provided to only HPS, however, the Company expects to provide services to other clients in the future.

To

Nature of Business after the approval of the Company's Annual General Meeting of Shareholders for the year 2022 on April 29, 2022 and after restructuring completion roughly on June 1, 2022.

Nation Broadcasting Corporation Public Company Limited has 3 businesses:

1. Call Center Business or known as 'Customer Service Center' is intended to provide service as an agent that handles the inbound call for customer agencies that subscribe to the service. There are two types of Call Center business:

1. Inbound call service is to provide information about products and services for companies; including the TV Home shopping business broadcasted on the national TV channel.
2. Outbound call service is to provide service of making calls on behalf of the client to offer products and services based on the existing customer base to sell products that meet the customers more exactly.
   Currently, the Company's outbound call service is provided to only HPS, however, the Company expects to provide services to other clients in the future.

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1. 1.3 Financial Status and Performance Part: Key changes in financial ratios From

Liquidity Ratio

Liquidity Ratio as at March 31, 2022 was 1.58 times, increased from the previous year which was 1.33 times. Quick ratio as at March 31, 2021 was 0.15 times, decreased from the previous year which was 0.96 times due to the larger increase in current assets as compared to current liabilities. Also, in quarter 1 of 2022, there was a reclassification of items in the group of assets held for sale from business restructuring.

Average collection days as at March 31, 2022 was at 149 days, increased 65 days from the previous year due to the change in business structure, resulting in different ways in classifying assets.

Average days sale at March 31, 2022 was at 38 days, increased 29 days from the previous year because at the end of year 2021, the Company did not consolidate the financial statements of HPS as HPS was not yet a subsidiary.

Liquidity Ratio as at December 31, 2021 was 1.33 times, increased from the previous year which was

1.32 times. Quick ratio was 0.96 times, decreased from the previous year which was 1.00 times due to the less decrease in current assets as compared to the decrease in current liabilities. Also, in 2021, the Company has a business acquisition transaction, made payments for the digital television licence and paid operating expenses.

Liquidity Ratio was 2.54, 0.94, and 1.32 times for years 2018-2020 respectively. Quick Ratio was 1.81, 0.64, and 1.0 times for years 2018-2020 respectively. Liquidity and quick ratio decreased in 2019 because the there was in increase payment from the current portion of the TV licence, and the increase in 2020 was because the Company has increased cash and cash equivalents from the capital increase.

To

Liquidity Ratio

Liquidity Ratio as at March 31, 2022 was 1.58 times, increased from the previous year which was 1.33 times. Quick ratio as at March 31, 2021 was 0.15 times, decreased from the previous year which was 0.96 times due to the larger increase in current assets as compared to current liabilities. Also, in quarter 1 of 2022, there was a reclassification of items in the group of assets held for sale from business restructuring.

Average collection days as at March 31, 2022 was at 149 days, increased 65 days from the previous year due to the change in business structure: in 2021 the Company decreased shareholding proportion in HPS to 16.67% resulting in the termination of subsidiary status and the Company still operated the TV station business, however in quarter 1 of 2022, the Company acquired 1,000,000 shares of HPS shares from Miss Duangkamol

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