Nation International Edutainment Public : Submission of the Opinion of the Company regarding the Tender Offer (Form 250-2)

22 July 2022
Subject:	Submission of the Opinion of the Company regarding the Tender Offer (Form 250-2)
To:	The Secretary-General, the Office of the Securities and Exchange Commission
	The President, the Stock Exchange of Thailand
	Shareholders, Nation International Edutainment Public Company Limited
Enclosure	Copy of the Opinion of the Company regarding the Tender Offer (Form 250-2)

Reference is made to the fact that Nation International Edutainment Public Company Limited (the "Company") has received a copy of Tender Offer for the Securities of the Company (Form 247-4) from Point of View (POV) Media Group Company Limited, as the Offeror, on 1 July 2022. The Company has consequently prepared the Opinion of the Company regarding the Tender Offer (Form 250-2) and appointed Capital Advantage Company Limited to act as the independent financial advisor of the shareholders to be responsible for giving advice and opinion regarding this Tender Offer.

The Company hereby submits the Opinion the Company regarding the Tender Offer (Form 250-2) accompanying with the opinion of the independent financial advisor of the shareholders to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, and shareholders of the Company with the details as enclosed.

Please be informed accordingly.

Sincerely yours,

- Chan Kin Tak -

- Chitkasem Moo-Ming-

Mr. Chan Kin Tak and Mrs. Chitkasem Moo-Ming

Authorized Directors

Opinion of the Company Regarding the Tender Offer

(Form 250-2)

of

Nation International Edutainment Public Company Limited

The Offeror

Point of View (POV) Media Group Company Limited

July 8, 2022

Nation International Edutainment Public Company Limited	- TRANSLATION -	Opinion of the Company (Form 250-2)
	Table of Contents
1. Status of the Company relating to historical and estimated future operating
results, including assumptions used in the projection...................................................	2
1.1	Company background and significant developments ..........................................................	2
1.2	Business Overview...........................................................................................................		4
1.3	Revenue Structure...........................................................................................................		7
1.4	Major shareholders of the Company .................................................................................		7
1.5	Board of Directors ...........................................................................................................		8
1.6	Financial position and operating performance of the Company	...........................................	9
1.7	Management Discussion and Analysis .............................................................................		11
1.8	Factors Influencing Future Operations and Future Performance Forecast ..........................	15
2. Opinion on the accuracy of the Company's information as stated in the Tender
Offer Statement............................................................................................................		18
3.2	Shareholding by the Company's directors in the Offeror, persons in the same ...................	18
4. Opinion of the Board of Directors of the Company to the securities holders ..............	21
4.1	Reasons to accept and/or reject the tender offer.............................................................	21
4.2	Opinions and reasons of the individual directors and number of shares held by each
	of them (only in case where the opinion in 4.1 is not unanimous) ....................................	22
4.3	Benefit or impact from business plan and policy as specified in the Tender Offer
	Statement, including the viability of such plan and policy.................................................	22
4.4	Additional opinion of the Board of Directors of the Company (only in case of a delisting
	tender offer in accordance with regulations of the Stock Exchange of Thailand) ................	29
5. Opinion of the Independent Financial Advisor to the Shareholders ............................	29

Nation International Edutainment Public Company Limited

- TRANSLATION -

Opinion of the Company (Form 250-2)

Opinion of the Company Regarding the Tender Offer

- TRANSLATION -

The English Translation of the Opinions of the Company Regarding the Tender Offer has been prepared solely for the convenience of foreign shareholders of Nation International Edutainment Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Opinions of the Company Regarding the Tender Offer is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

July 8, 2022

Attention: Securities Holders

Nation International Edutainment Public Company Limited

On July 1, 2022, Nation International Edutainment Public Company Limited (the "Company" or "NINE") received a copy of the Tender Offer Statement (Form 247-4) for its securities from Point of View (POV) Media Group Company Limited (the "Offeror"), with details as follows:

Type of securities	Number of		Percentage of Tendered				Tender			Tender Offer
	Tendered Securities1/		Securities to				Offer Price			Value
	Shares/	Voting		Total Issued		Total Voting				per Unit			(Baht)3/
	Units	Rights		Securities of		Rights of the				(Baht)2/
				the Company		Company
Ordinary shares	396,049,286	396,049,286	29.35		29.35		3.30		1,306,962,643.
												80
Preferred shares	-	-	-				-		-
Warrants	-	-	-				-		-
Convertible	-	-	-				-		-
debentures
Other securities	-	-	-				-		-
(if any)
				Total	29.35				Total	1,306,962,643.
												80

Remark:

1/ On the tender offer date, the Company has a total of 1,349,549,286 issued and paid-up ordinary shares with a par value of Baht 1 per share. The Offeror holds a total of 953,500,000 ordinary shares, representing 70.65% of the Company's total issued and paid-up shares and total voting rights. Therefore, the Offeror is obligated to make a mandatory tender offer for all remaining 396,049,286 ordinary shares of the Company from other shareholders, representing 29.35% of the Company's total issued and paid-up shares and total voting rights.

However, the Company's Extraordinary General Meeting of Shareholders No. 1/2022, which was held on May 10, 2022, also approved the issuance and offering of not more than 240,000,000 newly issued ordinary shares of the Company, at an offering price of THB 3.30 per share, to existing shareholders (Rights Offering or "RO"). The Company has scheduled a subscription period for the RO shares on June 24 and June 27 - 30, 2022, and has allotted all the 240,000,000 RO shares. If the Company registers the change of paid-up capital with the Ministry of Commerce for the issuance of newly issued ordinary shares to the existing shareholders during the tender offer period (July 4, 2022 - August 10, 2022), the Offeror will be obliged to make the Tender Offer for such securities to comply with the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (and its amendments).

In conclusion, the Offeror must make the Tender Offer for not more than 636,049,286 ordinary shares of the Company, representing 40.01% of the Company's issued and paid-up capital and voting rights, at a price of Baht 3.30 per share, or equivalent to Baht 2,098,962,643.80, comprised of:

1. 396,049,286 ordinary shares of the Company that are not held by the Offeror as of the date of submission of the Tender Offer, and
2. -240,000,000ordinary shares of the Company, issued and offered to existing shareholders (Rights Offering).

The Offeror will make an offer to acquire only those shares from the Offeree that are free of any pledges and other encumbrances.

2/ The Offerees shall be subject to the brokerage fee of 0.25% of the offering price and the value-added tax (VAT) of 7.00% of total brokerage fee. Thus, the net price that the Offerees shall receive for the tendered shares is equal to Baht 3.29175 (three point two nine one seven five) per share.

3/ The maximum number of ordinary shares available for acquisition by the Offeror in this Tender Offer is 636,049,286 shares at an Offer Price of Baht 3.30 per share, for a total of Baht 2,098,962,643.80 (which includes the sale of 240,000,000 newly issued ordinary shares of the Company to the current shareholders (Rights Offering)).

In calculating the net proceed to each Offeree, I V Global Securities Public Company Limited ("the Tender Offer Agent") shall multiply the net tender offer price by the number of tendered shares and round the amount to two decimal point (in satang unit). If the number in the third decimal point is greater than or equal to 5, such number shall be rounded up, while the number less than five shall be disregarded.

Under the Revenue Code, unless exempted by an applicable tax treaty, capital gains realized by non-resident corporate holders from the sale of shares will be subject to a 15% withholding tax in Thailand, unless the Double Tax Agreement

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Nation International Edutainment Public Company Limited

- TRANSLATION -

Opinion of the Company (Form 250-2)

specified otherwise. Withholding tax is calculated on the capital gains (the difference between the offer price and the cost basis). The Offeree must declare the cost basis to the Tender Offer Agent by filling out a Confirmation of Securities Cost Form, Attachment A.3 (Form for Declaration of Cost of Tendered Securities) and Attachment B.3 (Form for Declaration of Cost of Tendered NVDR), which are both enclosed with the Tender Offer Form (Form 247-4). If the Offeree fails to disclose the cost basis and present adequate documentation of the cost basis, the Tender Offer Agent will calculate and deduct the withholding tax based on the total proceeds of the sale of the shares.

Remark: An Offeree who is a Thai Juristic Person is responsible for a 3% withholding tax on the commission fee and must issue a Withholding Tax Certificate to the Tender Offer Agent, which is I V Global Securities Public Company Limited.

Furthermore, the Company has no dividend payments scheduled during the Tender Offer period. This is because, according to the separate financial statements, the Company has not paid dividends for the 2021 operating performance due to the Company's net loss and cumulative loss. In addition, the company reported a net loss in the most recent quarter (three- month period ended March 31, 2022).

The tender offer period is a total of 25 business days from July 4, 2022 to August 10, 20221 during the office hours of 9.00 a.m. - 4.30 p.m. of the bank. The Offerees may cancel their intention to sell the Company's shares between July 4, 2022 and August 3, 20222, totaling 20 business days from the first date of the tender offer, during the office hours of 9.00 a.m. - 4.30 p.m.

Such tender offer price and period is the final offer and the final period, unless any of the following conditions arises:

1. The Offeror may reduce the tender offer price or extend the tender offer period in the case of any event or action that occurs during the tender offer period which causes severe damage to the status or assets of the Company.
2. The Offeror may change the offer or extend the tender offer period to compete with

another offeror who has submitted a tender offer for securities of the Company during the tender offer period.

The Offeror may cancel this tender offer when any of the following events or actions occurs:

• Any event or action occurring after the submission of the Tender Offer Statement to the Office of the Securities and Exchange Commission ("SEC") but before the last day of the tender offer period, which cause or may cause severe damage to the status or assets of the Company, where such event or action are not the result of the Offeror's action or actions under its responsibility; or
• Any action conducted by the Company after the submission of the Tender Offer Statement to the SEC but within the tender offer period which causes or may cause a material decrease in value of the Company's ordinary shares; or
• Any action conducted by the Company that may affect the tender offer as stipulated in the

Notification of the Capital Market Supervisory Board No. TorJor. 14/2554 Re: Act or Omission to Act which is Likely to Affect Tender Offer of Business (and its amendments).

The Company has considered the tender offer and the document concerning addition of information in the Tender Offer Statement, with regards to the securities holders' interest, and would like to express opinion for consideration as follows:

1. Status of the Company relating to historical and estimated future operating results, including assumptions used in the projection

1.1 Company background and significant developments

Previously, Nation International Edutainment Public Company Limited ("the Company") was an edutainment and international subsidiary of Nation Multimedia Group Public Company Limited ("NMG"). The Company, however, ceased to be a subsidiary of NMG in 2018.

The Company was incorporated as a limited liability company on October 22, 1996, under the name Nation Cheepajorn Wannee Co., Ltd, with a Baht 1 million initial registered capital. The Company was then renamed Nation Books International Co., Ltd to conduct a publishing business under the brand "Nation Books" and produce and distribute pocket books by acquiring rights from leading Thai and

1. However, if there is an announcement of additional public holidays (financial institution holidays) during the said offering period, the Offeror will extend the offering period until such period is comprised of 25 business daysaccording to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeover (and its amendments) dated May 13, 2011 ("Notification No. TorChor 12/2554").
2. If there is an announcement of additional financial institution holidays during the offering period that shareholders can revoke their tendered shares, the Offeror will extend the offering period that shareholders can revoke their tendered shares until such period is comprised of 20 business daysaccording to the Notification No. TorChor. 12/2554.

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