The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

(Enclosure 6) (Translation)

Opinion of the Independent Financial Advisor On Asset Acquisition and Connected Transaction

Of Jasmine Telecom Systems Public Company Limited

Prepared by

OptAsia Capital Company Limited

23 March 2021

The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

23 March 2021

Subject: Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

To: Shareholders Jasmine Telecom Systems Public Company Limited

Refer: 1) Resolution of the Board of Directors’ meeting of Jasmine Telecom Systems Public Company Limited No. 2/2021, held on 1 March 2021and Information Memorandum 2) Form 56-1 of Jasmine Telecom Systems Public Company Limited for the year ended 31 December 2019. 3) Form 56-1 of Jasmine International Public Company Limited for the year ended 31 December 2019. 4) Audited Financial statements by the auditor of Jasmine Telecom Systems Public Company Limited and its subsidiary for 12-month period ended 31 December 2018 – 2020 5) Audited Financial statements by the auditor of Jastel Network Company Limited for 12-month period ended 31 December 2018 – 2020 6) Audited Financial statements by the auditor of Jasmine International Public Company Limited and its subsidiaries for 12-month period ended 31 December 2018 – 2020 7) Share Purchase Agreement dated 1 March 2021 8) Certificate, Memorandum of Association, Agreement and other documents, as well as interviews with the management of Jasmine Telecom Systems Public Company Limited and the management of Jasmine International Public Company Limited.

OptAsia Capital Company Limited Page 2 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Disclaimer

Regarding the acquisition of the assets and connected transaction, the Company has duty to appoint an independent financial advisor, which is OptAsia Capital Company Limited as IFA to provide an opinion to its shareholders, as well as, prepare and disclose the information memorandum about the asset acquisition to SET and seek approval for entering into the transaction from the Company shareholders’ meeting. The IFA has studied the information memorandum about asset acquisition, management interview, other related received documents, consolidated financial statements, assumptions and also public information that disclose in SET website, Securities and Exchange Commission of Thailand website (“SEC”) and financial information from other website, in order to consider the mentioned transaction. Thus, IFA is not responsible for the correctness or completeness of the received information from the Company and/or directors have sent to the IFA.

The IFA has conducted the report by using knowledge, capability, and carefulness in accordance with the generally accepted professional standard. The opinion is based on the consideration of information on the appropriateness of the asset acquisition and the suitability of the value on the transactions, including other related factors. The IFA opinion does not guarantee the success of the completion of the Transaction or the future performance of the acquired asset. The opinion of the IFA is based on the assumption that received information is correctness and completeness which the situation that can recognize at the current time. Therefore, if such situation and information have been changed significantly, the study results in this report, as well as, the shareholders’ decision on the asset acquisition may be affected as well.

The English version is a translation of the original in Thai for information purpose only. In case of a discrepancy, the Thai original will prevail.

OptAsia Capital Company Limited Page 3 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Definition The Company or JTS Jasmine Telecom Systems Public Company Limited CCS Cloud Computing Solutions Company Limited JTS Group The Company and CCS JAS Jasmine International Public Company Limited JSTC Jasmine Submarine Telecommunication Company Limited JASTEL Jastel Network Company Limited TTTBB Triple T Broadband Public Company Limited 3BBTV 3BB TV Company Limited KT KT Corporation , business alliance from Korea Interested Director Mr. Somboon Pachrasophak The IFA or OptAsia Optasia Capital Company Limited The Appraisal Company 15 Business Advisory Limited VAT The Valuers Association of Thailand The SEC The Securities and Exchange Commission The SET The Stock Exchange of Thailand NBTC Office of the National Broadcasting and Telecommunication Commission WACC Weighted average cost of capital NTA Net Tangible Assets The Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Company Concerning Acquisition or Disposal of Acquisition and Disposal Assets B.E. 2547 dated October 29, 2004 and the Notification of the Capital Notifications Market Supervisory Board No. TorChor 20/2551 Re: Rules on the Significant Acquisition or Disposal of Assets dated August 31, 2008 (and its amendments) The Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2008 and its Notification of the amendments, and the Notification of the Board of Governors of the Stock Connected Transaction Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 dated 19 November 2003 and its amendments.

OptAsia Capital Company Limited Page 4 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Table of Content Page Disclaimer 3 Executive Summary 6 1 Types and Details of Assets Acquisition and Connected Transaction 12 1.1 Transaction Date 14 1.2 Parties Involved and Their Relationship with the Company 15 1.3 General Characteristics and Transaction Value and Details of the Acquisition of Assets and the C Connected Transaction 15 1.4 Details of Acquired Assets 21 1.5 Total Value of Consideration and Payment Method 25 1.6 Value of Acquired Assets 25 1.7 Criteria used for Determination of Total Value of Consideration 25 1.8 Expected Benefits from the Entry into the Transaction 25 1.9 Sources of Funds for the Acquisition of Assets 26 1.10 Conditions for Entering into the Transaction 27 1.11 Opinion of the Board of Directors on the Entry into the Transaction 27 1.12 Opinion of the Audit Committee and/or the Director(s) of the Company which is Different from that of the Board of Directors in Item 1.11 27 2 Reasonableness of the Transaction 28 2.1 Objective and Necessity of the Transaction 28 2.2 The payment by assignment & transfer account receivables and loans including some cash 31 2.3 Qualifications of the Company as a listed company on the SET 33 2.4 Comparison of Advantages and Disadvantages of Entering into the Transaction 37 2.4.1 Advantages of Entering into the Transaction 37 2.4.2 Disadvantages and Risks of Entering into Transaction 39 2.4.3 Advantage, Disadvantages and Risks of Entering into Connected Transaction 39 3 Appropriateness of Value and Condition of the Transaction 41 4 Summary of the Opinion of the Independent Financial Advisor 63

Appendix Summary information of JASTEL Appendix 1 Summary information of Appraisal Report of JASTEL Appendix 2 Industry Overview Appendix 3

OptAsia Capital Company Limited Page 5 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Executive Summary

Referring to the resolution of the Board of Director no. 2/2021 dated 1 March 2021 to propose to the Extraordinary Shareholders’ Meeting no. 2/2021 dated 17 May 2021, Jasmine Telecom Systems Public Company Limited (the “Company”) would like to purchase the ordinary issued and paid-up shares of Jastel Network Co., Ltd. (“JASTEL”), amounting to 5,199,993 shares, representing 99.99 percent of the ordinary shares in the amount of THB 1,201.20 million. The Company will purchase shares from Jasmine Submarine Telecommunications Co., Ltd. (“JSTC”) which Jasmine International Public Company Limited (“JAS”) holds 99.99 percent of the shares in JSTC. The source of funds is from the assignment and transfer account receivables of 3 companies which are Triple T Broadband Public Company Limited (TTTBB) Triple T Internet Co., Ltd. and THREE BB TV Co., Ltd. including the assignment and transfer loans of JAS amounting THB 1,198.40 million and cash payment for the remaining amount THB 2.80 million. The Company and JAS has mutually agreed to make business restructuring of the Company to be Total Integrated ICT Solution. The Company, then, will purchase 99.99% of JASTEL in order to expand the scope of business to the provision of services in respect of an International Internet Gateway which is key revenue. JASTEL is one of the key players that has extensive coverage of network both in Thailand and internationally. JASTEL will also expand business to Data Center to facilitate Cloud Computing business, which the subsidiary (Cloud Computing Solutions Co., Ltd.) currently operates. Data Center needs efficient communication network to serve both private and public sector and to facilitate business cooperation between the Company and KT Corporation from Korea. The purchase of the ordinary issued and paid-up shares of JASTEL is classified as an asset acquisition of the Company under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 B.E. 2547 (2004) (including any amendment thereto) (collectively, the “Notifications on Acquisition or Disposal”). Once the value of the asset acquisition transaction for the purchase of the ordinary shares of JASTEL above was calculated, the highest transaction value under a net operating profits basis is 212.19 percent. The Company has had no other asset acquisition transactions during the past six months. The transaction size is calculated based on 100% net profit of the audited financial statements for the year 2020 of both JASTEL and the Company. In this regard, the Transaction is classified as a Class 4 transaction or an indirect listing on the Stock Exchange of Thailand (the “SET”) (Backdoor Listing) according to the Notifications on Acquisition or Disposal. However, the Board of Directors has considered the entry into the Transaction and viewed that the Transaction meets all of the requirements for an exception for the submission of a new listing application under Clause 24 of the Notifications on Acquisition or Disposal, as follows:

OptAsia Capital Company Limited Page 6 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

1. The acquired business is a telecommunication business which is similar to and supports the Company’s business. After the completion of the Transaction, key revenue will come from international internet gateway. The synergy will happen from this business and cloud computing business. This will increase the opportunities and readiness for the enhancement of the data center and cloud service businesses of the Company in the future, as well as extend the business plan to provide a Hyperscale Data Center service as the Company has entered into a Strategic Collaboration Agreement with KT Corporation (“KT”), the number one telecommunication service provider in South Korea, to form a strategic alliance for the operation of a Hyperscale Data Center and Cloud Services and cooperation with global cloud service providers. This will also bring the relevant data center and solution technologies for joint development with the Company, which will lay the foundation for other services and increase business value. 2. The Company does not have a policy to make a significant change to its major business. After the completion of the Transaction, the Company will have key revenue from international internet gateway which is still in the sector of ICT. 3. The group of the Company after the acquisition of the JASTEL shares still qualifies for listing on the SET. JASTEL is a subsidiary of a listed company group (i.e., the JAS Group), which is already qualified for listing on the SET. The Transaction does not involve the acquisition of a business outside a listed company group. Also, the Board of Directors has considered the qualifications and appropriateness of the group of the Company after the completion of the transaction and viewed that the group of the Company will still qualify for listing on the SET. 4. There is no significant change to the Company and the controlling power of the Company or the controlling shareholders of the Company. After the entry into the Transaction, the Company does not plan to make a significant change to the Board of Directors of the Company, apart from the directors who are due to retire by rotation, and the shareholders of the Company will remain the same, and there will be no significant change in the controlling power of the Company.

However, the Company still has an obligation (1) to prepare the relevant information memorandum and (2) convene the shareholders’ meeting to approve the entry into the Transaction, with votes of no less than three-fourths of the votes of shareholders attending and being eligible to vote, excluding shareholders who have an interest by having the IFA to give opinion of the transaction.

Also, the entry into the Transaction is classified as the purchasing or taking transfer of a business of other public or private company under Section 107 (2) (b) of the Public Limited Companies Act B.E. 2535 (1992)

OptAsia Capital Company Limited Page 7 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited (including any amendment thereto), whereby the Company must obtain the approval from the shareholders’ meeting with votes of no less than three-fourths of the shareholders attending the meeting and being eligible to vote.

In addition, the purchase of the ordinary issued and paid-up shares of JASTEL above is classified as a connected transaction under Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions (including any amendment thereto), dated 31 August 2008, and 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 Connected Transactions B.E. 2546 (2003), dated 19 November 2003 (including any amendment thereto) (the “Notifications on Connected Transactions”). The transaction value is equivalent to 121.71 percent of the net tangible assets of the Company, calculated using the Consolidated Financial Statements for the period ended on 31 December 2020 of the Company, which is more than 3 percent of the net tangible assets of the Company. In this regard, the Company will have the obligation to disclose the information to the SET, and obtain approval from the shareholders’ meeting with votes of no less than three- fourths of the shareholders attending and being eligible to vote, excluding shareholders who have an interest, and to have an independent financial advisor (IFA) to provide an opinion on such connected transaction at least 14 days in advance.

As mention above, the IFA has analyzed the advantages and disadvantages, risks which can be summarized as follows:

1. Advantages of Entering into the Transaction

OptAsia Capital Company Limited Page 8 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2) Benefit from the expansion of scope of business, the support of existing and the business synergy The Company currently engages in the design and implementation of telecommunications and information technology systems as a system integrator. The Company provides system design and implementation for computers, Wifi, smart buildings, Fiber optic and Lan and also a distributor of all peripheral equipment. It subsidiary, CCS, operates in the procurement, design and implementation of computer system and cloud computing. With JASTEL business in telecommunication and data center, after the completion of the transaction, the Company can expand the scope of business to international internet gateway and data canter that can help support cloud computing business (that CCS is operating). Data canter is the business that needs efficient communication network. In addition, the Company has signed “Strategic Collaboration Agreement” with KT Corporation form South Korea to support business of Hyperscale Data Center and Cloud Service. KT Corporation will act as strategy alliance, do business development & co-operate with Cloud global payers and introduce technology of Data Center and other relating solutions to the Company.

4) The Transaction does not affect liquidity of the Company or burden of debt. The payment will be made by the transfer of account receivables of 3 companies, including the transfer of right as a lender to JAS, accounting for THB 1,198.40 million of the total amount of THB 1,201.20 million. The Company will pay additional amount of only THB 2.80 million or 0.23% of transaction size which does not affect the liquidity status of the Company. As of 31 December 2020, the Company has cash and cash equivalent of THB 46.03 million. This kind of payment does not cause burden of debt but using existing assets which were laggard in payment and turn into the investment in profitable business which is more beneficial. In addition, the Company still have financial stability for business operation.

5) The Company can add new telecom business having continuity in operation After the completion of the Transaction, JASTEL will become one of JTS subsidiary. JASTEL is in the business since June 2006 or over 15 years. Its staff have experiences and are expertized in telecom business. JASTEL and the Company are also under the umbrella of JAS with the same culture of working environment and business policy. And they have mutual director, which would help ease the management of JASTEL with

OptAsia Capital Company Limited Page 9 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited continuity after the transaction. So, this structure helps the Company to start business since day 1 not to start from zero.

6) The investment is appropriate in terms of valuation The IFA has evaluated the price of this transaction by considering various methods as shown in Topic 3 Appropriateness of price and transaction conditions in order to find the right price range. The IFA has an opinion that the Discounted Cashflow Method is the appropriate method as it is able to reflect the ability and results of the future under the business plan and various assumptions that are reasonable. The base value is 1,241.81 Million Baht compared to the resolution of the Board of Directors which determines the investment value of 1,201.20 Million Baht Therefore, the IFA deems that the value of the said transaction is appropriate.

2. Disadvantages and Risks of Entering into Transaction

1) Risk that the Company will lose interest revenue from pending account receivables and loan Currently, the Company charges the interest at MLR to pending account receivables of 2 companies, TTTBB and 3BBTV. The interest received in 2020 were 42.78 million Baht and the Company will receive interest from pending amount at MLR from 3BBTV in 2021including interest received from loan to JAS at MLR approximately 17 million Baht per year. The assignment of account receivables and loan will cause the Company not to have interest revenue from those amounts. However, the Company will invest in JASTEL that shows good performance with attractive net profit and it expects to get business benefit and return on investment higher than the interest received.

2) Risk that JASTEL’s operating results may not be as the Company’s expectation After the completion of the Transaction, performance of JASTEL may not be as expected and may affect to the overall performance of the Company as the major shareholder of 99.99. There may be some factors that affect the operations such as the change in telecommunication technology, changing in consumer behavior, change in business technology, and change in laws and regulations of the authority. The Company may be at risk when the actual performance may not be as expected and has impact to return on investment. However, the Company has guidelines to closely follow the performance and law and regulations relating to the business and will do the adaptation in marketing strategy including services to be in line wtih demand from clients. This will help the company reduce the risks or impacts that may occur.

OptAsia Capital Company Limited Page 10 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 3. Advantage, Disadvantages and Risks of Entering into Connected Transaction

- Advantages and Benefits of Entering into the Connected Transaction 1) More flexible and quicker in negotiation and setting condition of the SPA The share acquisition of JASTEL from JSTC which has mutual major shareholder, JAS, has made the negotiation more flexible and more co-operative than doing with outsiders. Confidential information is still kept or remain in JAS Group. not leaking to others. Therefore, doing the Transaction with connected person is beneficial to both share seller and buyer including JAS Group.

- Disadvantages and Risks of Entering into the Connected Transaction 1) There may be conflict of interest or may not have best benefit from negotiation To do a connected transaction may affect the Company to not have best benefit from negotiation as to do with outsiders and may affect to benefit of minor shareholders. However, the Board of Director of the Company well understands the rules and impact of doing connected transaction. The Company has negotiated as if done with outsiders and applies the valuation by discounted cash flow approach. In addition, shareholders who have interest do not have right to vote for this agenda.

Therefore, when considering the data about the analysis of the advantages and benefits of entering into the transaction, Disadvantages and Risks of Entering into the Transaction. Overall, the Company will receive more long-term benefits from this transaction. The IFA has an opinion that the shareholders of the company should approve the asset acquisition transaction.

The shareholders should study the information in the report of the IFA opinion and various documents that attached to the Invitation letter to this meeting. In order to exercise discretion and considering decisions for resolution appropriately. It depends mainly on the shareholders' decisions. In this regard, the IFA certifies that it has considered and provided the above opinion prudently according to professional standards by taking into account the interests of the shareholders as a priority.

OptAsia Capital Company Limited Page 11 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 1 Types and Details of Assets Acquisition and Connected Transaction

Jasmine Telecom Systems Public Company Limited (the “Company”) would like to purchase the ordinary issued and paid-up shares of Jastel Network Co., Ltd. (“JASTEL”), amounting to 5,199,993 shares, with a par value of THB 100 per share, representing 99.99 percent of the ordinary issued from Jasmine Submarine Telecommunications Co., Ltd. which Jasmine International Public Company Limited (“JAS”) holds 99.99 percent of the shares in JSTC in the amount of THB 1,201.20 million. The source of funds is from the assignment and transfer account receivables of 3 companies which are Triple T Broadband Public Company Limited (TTTBB) Triple T Internet Co., Ltd. and THREE BB TV Co., Ltd. Including the assignment and transfer loans of JAS amounting THB 1,198.40 million and cash payment for the remaining amount THB 2.80 million. The purchase of the JASTEL shares is an expansion of the scope of business of the Company to the provision of services in respect of an International Internet Gateway (IIG), an International Private Leased Circuit (IPLC), and International Telecommunications including a Data Center to facilitate Cloud Computing business, which the subsidiary (Cloud Computing Solutions Co., Ltd.) currently operates, and to facilitate business cooperation between the Company and KT Corporation from Korea. This will help open the market for full- service cloud solutions both in Thailand and internationally. The value of the asset acquisition transaction for the purchase of the ordinary shares of JASTEL above was calculated, the highest transaction value under a net operating profits basis is 212.19 percent. The Company has had no other asset acquisition transactions during the past six months. In this regard, the Transaction is classified as a Class 4 transaction or an indirect listing on the Stock Exchange of Thailand (the “SET”) (Backdoor Listing) according to the Notifications on Acquisition or Disposal. However, the Board of Directors has considered the entry into the Transaction and viewed that the Transaction meets all of the requirements for an exception for the submission of a new listing application under Clause 24 of the Notifications on Acquisition or Disposal, as follows: a) The acquired business is a telecommunication business which is similar to and supports the Company’s business. The purchase of the shares of JASTEL, which operates the provision of telecommunication services businesses as its main businesses, i.e., the provision of services in respect of an International Private Leased Circuit (IPLC), a National Internet Exchange Service (NIX), an International Internet Gateway (IIG), Data Center Services, a Co-Location Service for the Installation of Services and Routers to Operators/Internet Service Providers and Corporate Clients, and a Domestic Private Leased Circuit (DPLC) to Limited Clients and Add-On Services, e.g., Corporate Internet, will create business synergies for such business because of the fact that the Company is a full-service provider of cloud computing. This will increase the opportunities and readiness for the enhancement of the data center and cloud service businesses of the Company in the future, as well as extend the business plan to provide a

OptAsia Capital Company Limited Page 12 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Hyperscale Data Center service as the Company has entered into a Strategic Collaboration Agreement with KT Corporation (“KT”), the number one telecommunication service provider in South Korea, to form a strategic alliance for the operation of a Hyperscale Data Center and Cloud Services and cooperation with global cloud service providers. This will also bring the relevant data center and solution technologies for joint development with the Company, which will lay the foundation for other services and increase business value. b) The Company does not have a policy to make a significant change to its major business. The entry into the Transaction is a step toward the goal of the Company to increase business value in accordance with the trend on the usage of cloud technology, which is continually growing. In addition, the Company does not have a policy to make a significant change to its major business. c) The group of the Company after the acquisition of the JASTEL shares still qualifies for listing on the SET. The purchase of JASTEL shares is an investment in a potential business in accordance with the business expansion on the provision of cloud services including a Hyperscale Data Center. Also, JASTEL is a subsidiary of a listed company group (i.e., the JAS Group), which is already qualified for listing on the SET. The Transaction does not involve the acquisition of a business outside a listed company group. Also, the Board of Directors has considered the qualifications and appropriateness of the group of the Company after the completion of the transaction and viewed that the group of the Company will still qualify for listing on the SET. d) There is no significant change to the Company and the controlling power of the Company or the controlling shareholders of the Company. After the entry into the Transaction, the Company does not plan to make a significant change to the Board of Directors of the Company, apart from the directors who are due to retire by rotation, and the shareholders of the Company will remain the same, and there will be no significant change in the controlling power of the Company. (Please see more details in topic 2.3 Qualifications of the Company as a listed company on the SET)

OptAsia Capital Company Limited Page 13 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Current Shareholding Structure of Jasmine International Group

Jasmine International Public Company Limited (JAS) Direct and indirect 50.91% 99.999% 99.999% 99.999% Jasmine Telecom Jasmine Submarine THREE BB TV Co., Systems Public Company Telecommunications Co., Aeumen Co., Ltd. Ltd. (3BBTV) Limited (JTS) Ltd. (JSTC) 97.866% 99.999% 99.867%

Cloud Computing Jastel Network Co., Ltd. Triple T Broadband Public Solutions Co., Ltd. (CCS) (JASTEL) Company Limited (TTTBB)

90.00% 99.993% Thai Long Distance TRIPLE T INTERNET Co., Telecommubucations Co., Ltd. (TTTI) Ltd. 99.997%

IN CLOUD Co., Ltd.

Note: The shareholding structure shows only the companies involved in the transaction.

The details of the transaction can be summarized as follows. 1.1 Transaction Date The Company has entered into the share purchase agreement in respect of the JASTEL shares with JSTC dated 1 March 2021, in which the Company will purchase the JASTEL shares from JSTC, amounting to 5,199,993 shares, with a par value of THB 100, representing 99.99 percent of the total shares of JASTEL, at the closing date, i.e., 31 May 2021, or another date as the purchaser and the seller will jointly agree but no later than 31 July 2021, under the conditions precedent specified under the SPA. The conditions precedent are as follows: 1. The purchase of the JASTEL shares shall be approved by Extraordinary General Meeting of shareholders no. 2/2021 of the Company, which is scheduled to be convened on 17 May 2021. 2. The parties shall obtain the necessary and relevant consents or permissions in connection with the entry into the transaction from a third party (if any).

OptAsia Capital Company Limited Page 14 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited However, JASTEL does not require any relevant consents or permissions to enter into the transaction. Note: According to Telecommunications Business Operation Act B.E. 2544 (A.D. 2001) (as amended) and announcement of The National Broadcasting and Telecommunications Commission (“NBTC”) about supervision of Business Combination in Telecommunications, the licensee is required to report to the NBTC secretary in the case of purchasing shares with other licensees resulting in a business combination, which must be reported before or after the trading of such shares, as the case may be. In the case of entering into this transaction, the company is required to report to NBTC secretary within 7 days after the completion of purchasing shares from JSTC. In addition, JASTEL is required to report the change in shareholders to NBTC. However, the change in JASTEL’s shareholders does not disqualify the company from being a telecom operator licensee.

1.2 Parties Involved and Their Relationship with the Company Purchaser : Jasmine Telecom Systems Public Company Limited Seller : Jasmine Submarine Telecommunications Co., Ltd. (JSTC), in which Jasmine International Public Company Limited (JAS) holds 99.99 percent of the shares. Relationship between each other : JAS is a major shareholder and a connected person of the Company, by directly holding 32.80 percent of the shares and indirectly holding shares through ACES Regional Services Co., Ltd. (9.06 percent) and T.J.P. Engineering Co., Ltd. (9.05 percent), with a total direct and indirect shareholding in the Company equivalent to 50.91 percent of the total issued and paid-up shares of the Company.

1.3 General Characteristics and Transaction Value and Details of the Acquisition of Assets and the C Connected Transaction 1.3.1 General Characteristics The Company will purchase the JASTEL shares from JSTC, amounting to 5,199,993 shares, with a par value of THB 100, (the paid-up capital of JASTEL is THB 415,000,000), representing 99.99 percent of the total shares of JASTEL. The material conditions for the entry into the Transaction under the SPA dated 1 March 2021 are as follows. (1) Details of : The Company will purchase the JASTEL shares, amounting to Transaction 5,199,993 shares (representing 99.9 percent of the total shares of JASTEL) from JSTC. (2) Purchase Price : THB 231 per share, totaling THB 1,201,198,383.

OptAsia Capital Company Limited Page 15 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited (3) Payment of : The Company will assign and transfer receivables owed by JAS and Purchase Price subsidiaries in the group (comprising Triple T Broadband Public Company Limited, Triple T Internet Co., Ltd. and Three BB TV Co., Ltd.) to the Company, in the amount of not more than THB 1,198,402,298.63, to JSTC on a non-recourse basis for the payment of the JASTEL shares. The difference between the amount of the purchase price of the shares and such assigned and transferred receivables will be paid in cash by the Company to JSTC amounting THB 2,796,084.37. (4) Closing Date : 31 May 2021, after the Company has obtained approval from the shareholders’ meeting and other conditions precedent have been satisfied. (5) Conditions : - The purchase of the JASTEL shares shall be approved by Precedent shareholders’ meeting no. 2/2021 of the Company, which is scheduled to be convened on 17 May 2021. - The parties shall obtain the necessary and relevant consents or permissions in connection with the entry into the transaction from a third party (if any). (6) Other Material : - If JAS and/or companies in the JAS Group intend to receive Conditions services from JASTEL, the Company agrees to procure JASTEL to continue providing telecommunication services to JAS and/or companies in the JAS Group on terms and conditions consistent with previous practice, that is, JASTEL will provide services with service fees on an arms-length basis by taking into consideration that the JAS Group is a major client of JASTEL resulting in the JAS Group having bargaining power and being granted volume discount at reasonable and fair rates to both parties to such consideration of service fees on an arms-length basis. This undertaking will remain in effect until JASTEL is no longer a subsidiary of the Company. - JAS, as well as companies in the JAS Group (but not the Company Group) will not engage in additional data center and cloud service businesses including IPLC businesses that are in competition with businesses of the Company and JASTEL (excluding the case where the JAS Group (excluding the Company Group) engages in such business for internal consumption or providing services within the

OptAsia Capital Company Limited Page 16 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited JAS Group). This undertaking will remain in effect until the Company is no longer a subsidiary of JAS.

Establishing guidelines in order to prevent the conflicts of interest and competitions such as a clear classification of products group and customer groups under related laws and regulations. Therefore, JAS Group will not operate Data Center business, Cloud Service and IPLC compete with the Company and JASTEL to make more clarification except the operation of such business for internal use of JAS Group only. While DPLC business will be clearly classified by customer groups to prevent the conflicts of interest. The IFA is of the opinion that the nature of the business and customers of the Group and JASTEL and the JAS Group are different and clearly divided, in accordance with the guidelines to prevent conflict of interest. Details of each type of service are as follows.

Service The Company Group’s JAS Group’s customers License customers and JASTEL’s (JASTEL) customers 1. Providing, designing JTS/CCS are service provider No service None and implementing a to organization customers complete range of both private and public telecommunication and sectors information technology systems ( System Integrator) 2. Cloud Computing CCS is service provider to INCLOUD is service None Service organization customers both provider for an internal private and public sectors use within JAS Group 3.International Private JASTEL is a service prover for No service Telecom Operation Leased Circuit: IPLC Telecom Operators such as License Type 3 (No. SingTel, China Telecom and TEL3/2552/003) multinational customers with Dated 30 June 2020 branches in many countries 4. National Internet JASTEL is a service provider No service Telecom Operation Exchange and for Internet Service Provider: License Type 2 (No. International Internet ISP TEL2/F/2549/003) Gateway (NIX, IIG) Dated 15 June 2020

OptAsia Capital Company Limited Page 17 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Service The Company Group’s JAS Group’s customers License customers and JASTEL’s (JASTEL) customers 5. Data Center/ Co- JASTEL is a service provider TTTI/3 has Co-location None location for server for Telecom Operators, service for internal used equipment and router Organizational customer and within JAS Group leading banking 6. Domestic Private JASTEL is a service provider TTTBB/4 and TTTI/3 are Telecom Operation Leased Circuit for for organization customer who service providers to License Type 2 (No. specific groups of are in a Niche Market such as retail customers: Mass TEL2/F/2549/003) customers Telecom Operators, Internet Market, corporate Dated 15 June 2020 Service Provider: ISP, including customer who Multinational Corporate: MNC, need to connect customers within the industrial between office located estate and high-rise building in many area across the which required high stability country with a network by having networks in specific covering all over the area namely; Bangkok, country up to village Nonthaburi, Pathumthani, level. Samutprakarn, Samutsakorn, Ayutthaya, Chonburi, Chachoengsao and Rayong. 7. Corporate Internet JASTEL is a service provider TTTI/3 is a service Telecom Operation as an add-on service in item 5 provider as an add-on License Type 1 (No. and item 6 service of the service in TEL1/2551/037) item 6. Dated 22 June 2020 Remark: /1 CCS is a subsidiary of JTS, TTTI and INCLOUD are subsidiaries of JAS /2 In case of expanding customer base, JASTEL service will have an exclusive rights to expand to customers within the covered network areas prior JAS Group /3 TTTI operates business under Telecom Operation License Type 1 (No. TEL 1/2559/017) Dated 24 August 2020 /4 TTTBB operates business under Telecom Operation License Type 3 (No. TEL 3/2549/001) Dated 30 June 2020

OptAsia Capital Company Limited Page 18 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Shareholding Structure of JASTEL Before entry into the transaction

Jasmine International Public Company Limited (JAS)

Direct and indirect 50.91% 99.999% Jasmine Telecom Systems Public Jasmine Submarine Telecommunications Company Limited (JTS) Co., Ltd. (JSTC)

97.866% 99.999% Cloud Computing Solutions Co., Ltd. (CCS) Jastel Network Co., Ltd. (JASTEL)

90.00% Thai Long Distance Telecommubucations Co., Ltd.

After entry into the transaction

Jasmine International Public Company Limited (JAS)

Direct and indirect 50.91% 99.999%

Jasmine Telecom Systems Public Jasmine Submarine Telecommunications Company Limited(JTS) Co., Ltd. (JSTC)

99.999% 90.00% Jastel Network Co., Ltd. (JASTEL) Thai Long Distance Telecommubucations Co., Ltd. 97.866%

Cloud Computing Solutions Co., Ltd. (CCS)

Note: The shareholding structure shows only the companies involved in the transaction.

OptAsia Capital Company Limited Page 19 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

1.3.2 Transaction Type and Transaction Size The Company calculated the transaction size by using information from the audited Consolidated Financial Statements of the Company for the period ended on 31 December 2020. The details of the calculation are as follows:

A. Asset acquisition transaction The Company calculated the transaction size by using information from the audited Consolidated Financial Statements of the Company for the period ended on 31 December 2020, which resulted in the following net tangible asset values: Unit: THB million Financial Information The Company1/ JASTEL2/ Total assets 1,401.40 1,263.35 Less Total liabilities (395.72) (676.08) Less Right-of-use assets (24.62) - Less Deferred income tax assets - - Less Goodwill - - Less Non-controlling interests 5.91 - Net tangible asset value 986.97 587.27 Net profit 44.41 94.25 Note: 1/ Consolidated Financial Statements of the Company for the period ended on 31 December 2020 audited by the auditor. 2/ Consolidated Financial Statements for the period ended on 31 December 2020 audited by the auditor. The details of the calculation of transaction size under the Notifications on Acquisition or Disposal are as follows. Basis of Calculation Method of Calculation Transaction Size of Transaction Size 1. Net Tangible (NTA of JASTEL) X 99.99% X 100 = (587.27 x 99.99% x Assets (NTA) Basis ______100) / 986.97 NTA of the Company = 59.50% 2. Net Operating (Net profit of JASTEL) X 99.99% X 100 = (94.25 x 99.99%) x Profits Basis ______100 / 44.41 Net profit of the Company = 212.19% 3. Total value of = 1,201.20 x 100 / (Value of acquisition) X 100 consideration basis ______1,401.40 Total assets of the Company = 85.71%

OptAsia Capital Company Limited Page 20 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Basis of Calculation Method of Calculation Transaction Size of Transaction Size 4. Value of Not applicable, as the Company has not issued Not applicable securities issued as any new securities as consideration for the consideration for acquisition of assets. the asset basis

The Company has had no other asset acquisition transactions for the past six months. Once the value of the Transaction was calculated, the highest transaction value was calculated using the net operating profits basis at 212.19 percent, which is more than 100 percent under the Notifications on Acquisition or Disposal. Therefore, the Transaction is classified as a Class 4 transaction. However, the Company is not required to submit a new listing application to the SET (Relisting) as mentioned above.

B. Connected Transaction The details of the calculation are as follows. = (Value of share purchase x 100) / NTA of the Company = (1,201.20 x 100) / 986.97 = 121.71 percent In this regard, the Company has an obligation to prepare a report and disclose an information memorandum to the SET under the Notifications on Acquisition or Disposal and the Notifications on Connected Transactions. The Company must also obtain the approval for the entry into the Transaction from the shareholders’ meeting with votes of no less than three-fourths of the shareholders attending the meeting and being eligible to vote, excluding shareholders who have an interest, and must procure an independent financial advisor to provide an opinion on the appropriateness of the transaction to the shareholders as detailed above.

1.4 Details of Acquired Assets

The Company will enter into the asset acquisition transaction, which is the acquisition of the ordinary shares of JASTEL, amounting to 5,199,993 shares, with a par value of THB 100, representing 99.99 percent of the total issued and paid-up shares of JASTEL, with paid-up capital of JASTEL amounting THB 415,000,000, details of which are as follows.

(1) Business Information of JASTEL

Name Jasmine Telecom Systems Public Company Limited (Date of incorporation: 29 June 2006)

OptAsia Capital Company Limited Page 21 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Registered and Paid-up capital THB 520,000,000 comprising 5,200,000 shares, with a par value of THB 100, with paid-up capital of THB 415,000,000 Registered Office No. 200, 7th Floor, Moo 4, Chaengwatana Road, Pak Kret District, Pak Kret Sub-District, Nonthaburi Province Board of Directors 1. Mr. Somboon Patcharasopak 2. Mr. Terasak Jerauswapong 3. Mr. Subhoj Sunyabhisithkul (The company has no policy to change the director structure after the transaction.)

(2) Nature of business: 1) JASTEL was granted Telecom Operation License Type 1 to provide internet service to Corporate Clients, ADSL internet service, Leased Line Internet service, WiFi internet service, Voice over Internet Protocol or Internet telephony, Data Center, and Co-Location with high security. There are Lite and Premium services, and other services such as Web Hosting, Mail Hosting, Dedicated Server, Backup Server, etc. 2) JASTEL was granted Telecom Operation License Type 2 to provide leased line service, IP Bandwidth, IP-VPN service, and Domestic Telecom Network Solution Service via networks of fiber optic and copper cable. JASTEL is committed to expanding its service to end users in Bangkok Metropolitan Area and Eastern Region to specific clients, namely Operators / Service Providers and Corporate Clients, as well as international Internet gateway services and internet exchange service. It provides services in the form of a service center connecting to an international internet network, National Internet Exchange (NIX), International Internet Gateway (IIG), Internet Service to specific client and areas for storing computer network systems. 3) JASTEL was granted Telecom Operation License Type 3 to provide International Ethernet Private Line service, Internet Protocol Virtual Private Network service (IP-VPN) through a fiber optic cable network and International Private Leased Circuit service (IPLC) to specific clients, namely Operators or Service Providers and corporate customers.

(3) List of Shareholders of JASTEL Before the Entry into the Transaction Number of Shares Shareholder (Shares) 1. Jasmine Submarine Telecommunications Company Limited 5,199,993 2. Mr. Songrit Kusomrosananan 1 3. Mr. Somboon Patcharasopak 1 4. Mr. Terasak Jerauswapong 3

OptAsia Capital Company Limited Page 22 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Number of Shares Shareholder (Shares) 5. Mr. Subhoj Sunyabhisithkul 1 6. Ms. Saijai Kitsin 1 Total 5,200,000

After the Entry into the Transaction Number of Shares Shareholder (Shares) 1. Jasmine Telecom Systems Public Company Limited 5,199,993 2. Mr. Songrit Kusomrosananan 1 3. Mr. Somboon Patcharasopak 1 4. Mr. Terasak Jerauswapong 3 5. Mr. Subhoj Sunyabhisithkul 1 6. Ms. Saijai Kitsin 1 Total 5,200,000

(4) Summary of Financial Statements of JASTEL Statement of Financial Position of JASTEL Item As of 31 As of 31 As of 31 (Unit: THB million) December 2018 December 2019 December 2020 Assets Current Assets Cash and cash equivalents 64.49 34.58 192.39 Short-term investments - Deposits with 2.08 2.49 3.03 financial institutions Trade and other receivables 769.27 726.53 635.84 Short term loan to associated business 47.50 47.50 - Undue input tax 9.08 6.99 17.69 Prepaid expenses 17.45 21.78 28.21 Other current assets 0.55 0.54 0.13 Total Current Assets 910.42 840.43 877.30 Non-Current Assets Deposit at banks held as collateral 0.05 0.02 0.02 Property, plant and equipment 438.24 404.14 367.43

OptAsia Capital Company Limited Page 23 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Item As of 31 As of 31 As of 31 (Unit: THB million) December 2018 December 2019 December 2020 Withholding income tax 0.15 0.18 0.18 Deposit 16.11 18.28 18.41 Total Non-Current Assets 454.55 422.63 386.05 Total Assets 1,364.97 1,263.06 1,263.35 Liabilities and Shareholders’ Equity Current Liabilities Trade accounts and other current payables 344.11 172.56 387.09 Short-term loan from associated business 0.00 0.00 177.00 Accrued corporate income tax 47.45 0.99 3.20 Undue input VAT 38.97 30.51 33.98 Other current liabilities 21.47 16.75 30.10 Total Current Liabilities 452.00 220.81 631.37 Non-Current Liabilities Reserves for employee benefits 31.60 49.15 44.71 Total Non-Current Liabilities 31.60 49.15 44.71 Total Liabilities 483.60 269.97 676.08 Shareholders’ Equity Share capital 5,200,000 shares of THB 100 each 520.00 520.00 520.00 Paid-up capital 2,200,000 ordinary paid-up shares 220.00 220.00 220.00 3,000,000 ordinary 65 percent paid-up 195.00 195.00 195.00 shares Retained Profit/(Loss) Allocated – Legal reserve 52.00 52.00 52.00 Unallocated 414.37 526.09 120.26 Total shareholders' equity 881.37 993.09 587.26 Total Liabilities and shareholders' equity 1,364.97 1,263.06 1,263.35

Statement of Profit and Loss of JASTEL Item 2018 2019 2020 (Unit: THB million) Income Income from services 1,654.62 1,303.87 1,384.88

OptAsia Capital Company Limited Page 24 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Item 2018 2019 2020 (Unit: THB million) Interest receivables 6.76 1.27 0.44 Other income 6.19 4.51 4.19 Total income 1,667.57 1,309.64 1,389.51 Expenses Cost of services 1,076.79 1,026.25 1,144.41 Service expenses 27.85 29.94 32.10 Management expenses 72.34 110.57 97.46 Total expenses 1,176.98 1,166.76 1,273.97 Profit before income tax 490.59 142.88 115.54 Income tax (95.30) (31.16) (21.29) Net profit 395.29 111.72 94.25

1.5 Total Value of Consideration and Payment Method The Company will assign and transfer receivables owed by JAS and subsidiaries in the group (comprising Triple T Broadband Public Company Limited, Triple T Internet Co., Ltd. and Three BB TV Co., Ltd.), in the amount of not more than THB 1,198,402,298.63, to JSTC on a non-recourse basis for the payment of the JASTEL shares. The difference between the amount of the purchase price of the shares and such assigned and transferred receivables will be paid in cash by the Company to JSTC in the amount of THB 2,796,084.37.

1.6 Value of Acquired Assets JASTEL shares, representing 99.99 percent of the total shares of JASTEL, totaling THB 1,201,198,383 or THB 231 per share.

1.7 Criteria used for Determination of Total Value of Consideration The Company considered the business value of JASTEL using several methods such as the EV/EBITDA Multiple Method, the P/E Multiple Method and the Discounted Cashflow Method, to use as reference in order to determine the total value of consideration for the purchase of the ordinary shares of JASTEL. The purchase price of the JASTEL shares in the SPA is a price mutually agreed between the Company and the seller.

1.8 Expected Benefits from the Entry into the Transaction (1) The business operations of the Company will be more efficient, and the competition capabilities of the Company will increase from the creation of synergy between the companies in a group. This will help grow and support the overall business of the JAS Group, as well as create opportunities for growing the businesses of the Company and JASTEL by having opportunities to provide services to various

OptAsia Capital Company Limited Page 25 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited customers. The provision of a HyperScale Data Center will also provide quick support to the existing services of JASTEL, as well as the provision of full-service Cloud Solutions in accordance with the market needs at present. (2) An increase in opportunities to invest in potential businesses, which will give the Company the opportunity to receive a good return on the investment. (3) JASTEL is a business with potential and has operated for a long time. Therefore, JASTEL has substantial experience and has employees with the readiness to carry out the operations and create synergy from the operations, as well as support the business of the Company quickly – though not right from the startinstantly – not from the start. (4) The greatest part of the purchase price for the JASTEL shares will be paid by the assignment and transfer of receivables on loans and trade accounts. The Company, therefore, does not have the burden to seek additional sources of investment funds; in addition, the Company will reduce the risk from the repayment of debt from debtors whose debt has been outstanding for more than 1 year and which could take up to 3 years to repay in full. (5) The Company and JTS are subsidiaries in the JAS Group. The negotiation of the sale and purchase conditions is, therefore, less complicated than the sale and purchase of a business to and from a third party. In addition, since both JAS and the Company are listed companies, there are supervisory and control mechanisms that result in the negotiation of the purchase price and conditions being reasonable and fair for both parties.

1.9 Sources of Funds for the Acquisition of Assets The greatest part of the purchase price for the JASTEL shares will be paid by the assignment and transfer of receivables on loans and trade accounts of the Company to the Seller. The difference in purchase price, the Company will pay it in cash from the cash flow from business operations of the Company, which is sufficient. The Company does not have to seek additional sources of funds. The details can be summarized as follows.

Assignment and transfer of Account Receivables as of 31 January 2021 Amount (THB million) 1. Triple T Broadband Public Company Limited 726.90 2. Triple T Internet Co., Ltd. 12.79 3. THREE BB TV Co., Ltd. 133.71 Assignment and transfer of loan as of 28 February 2021 Jasmine International Public Company Limited 325.00 Total 1,198.40

OptAsia Capital Company Limited Page 26 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Cash Payment 2.80 Grand Total 1,201.20 (Please see more details in topic 2.2 The payment by assignment & transfer account receivables and loans including some cash)

1.10 Conditions for Entering into the Transaction The entry into the Transaction will be subject to certain material conditions (including other conditions agreed between the parties as specified in the SPA as summarized in item 3). Timeline for the entry into the Transaction is detailed as follows.

Process Date 1. Convene the Board of Directors’ meeting for approval of the 1 March 2021 entry into the transaction 2. Convene the Audit Committee meeting to consider the opinion 18 March 2021 of the IFA on the entry into the transaction 3. Date to determine the shareholders who are eligible to attend 7 April 2021 the shareholders’ meeting to approve the Transaction 4. Convene the shareholders’ meeting to approve the 17 May 2021 Transaction 5. Carry out the share transfer process 31 May 2021

1.11 Opinion of the Board of Directors on the Entry into the Transaction The Board of Directors (excluding the directors who have an interest as representative directors from JAS, that is, Mr. Pleumjai Sinarkorn, Chairman of the Board of Directors, and Mr. Somboon Patcharasopak, Mrs. Nonglug Pongsrihadulchai and Mrs. Nitt Visesphan, directors), in meeting no. 2/2021, convened on 1 March 2021, considered and viewed that the entry into the Transaction is reasonable and in the best interest of the Company and the shareholders, as it is the increasing of the capability for business operations as well as the creating of long-term value for the shareholders. The Board of Directors, therefore, resolved to approve to propose to extraordinary general meeting of shareholders no. 2/2021 of the Company that it consider and approve the entry into the Transaction.

1.12 Opinion of the Audit Committee and/or the Director(s) of the Company which is Different from that of the Board of Directors in Item 1.11 - None -

OptAsia Capital Company Limited Page 27 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2 Reasonableness of the Transaction

Regarding the reasonableness of the transaction, The IFA has considered the following key factors:

2.1 Objective and Necessity of the Transaction Due to the global rapid change in technology, all industries have to adapt themselves to cope with change. In addition, the severe and fast widespread of Covid-19 has caused several countries to lock down, companies to set policy Work from Home: WFH including measure of social distancing across the board. These happenings speed up the change in our behaviors and new normal of working & living, New advanced technologies especially the online communication via internet are necessary and practically applied in our life and sometimes replace face-to-face talk. New technology especially online services are more introduced via internet, leading people and companies to communicate through internet both domestically and internationally. Collected Data are more complicated which needs efficient system and equipment with high capacity. Data is currently worth high value that most companies and big organizations need to have sizable system to manage and have several tools to do consumer behavior analysis to capture the market. Due to the big change of technology mentioned above, the Company sees the opportunities to expand business and decides to restructure the business by investing in JASTEL to achieve the goal of “Total Integrated ICT Solution” ICT Solution (Information Communication Technology Solution): The Company engages in the design and implementation of telecommunications and information technology systems as a system integrator. The Company provides system design and implementation for computers, Wifi, smart buidings, Fiber optic and Lan and also a distributor of all peripheral equipment of the above-mentioned system. Infrastructure of Internet Gateway, Data Center and Cloud Computing: JTS will expand the scope of business to international internet gateway, covering across the country and have access to international network, which is the key source of income. This will increase the opportunities and readiness for the enhancement of the data center and cloud service businesses of the Company’ s subsidiary in the future. Data Center needs to work with high performance capacity of network for telecommunication both in the private and public sector. As well as extend the business plan to provide a Hyperscale Data Center service, the Company has entered into a Strategic Collaboration Agreement with KT Corporation (“KT”), the number one telecommunication service provider in South Korea, to form a strategic alliance for the operation of a Hyperscale Data Center and Cloud Services and cooperation with global cloud service providers. This will also bring the relevant data center and solution technologies for joint development with the Company, which will lay the foundation for integrated cloud computing solution both in Thailand and internationally.

OptAsia Capital Company Limited Page 28 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Business operation diagram Total Integrated ICT Solution

ICT Solution Infrastructure Business

JTS/CCS CCS JASTEL

Design, Implementation the Cloud Internet Gateway and communication system Computing Data Center

Co-oporate with KT Corporation Clients

JASTEL has obtained ISO 20000 (IT Service Management Certificate) and ISO 27001 (Information Security Management Systems: ISMS) of Data Center Business, covering management system of personnel, process and safety of information in the organization. It also has TIA-942 Certificate for Data Center which will help JTS Group to offer cloud computing services to large size of clients other than small and mid-size of clients. (Please see more details in Appendix 1 Overview of JASTEL and Appendix 3 Industry Overview) To have a clearer picture of revenue structure, the IFA has made before-and-after revenue structure of the Transaction, which is virtual performance of 2020 – referring to audited financial statements. The revenue item 1-4 from JASTEL will account for 81.40% and item 5-6 from JTS Group accounting for 15.31% of total service revenues from 2020 virtual performance. The details are as follows:

Year 2020 Audited FS Virtual performance Type of revenues Before the Transaction After the Transaction JTS Group JASTEL JTS Group and JASTEL THB million % THB million % THB million % 1. Revenue from Internet Services - - 327.06 23.54 327.06 19.24 (From group or area providing computer network) 2. Revenue from Internet gateway, - - 723.52 52.07 723.52 42.57 IIG, NIX, IPLC

OptAsia Capital Company Limited Page 29 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Year 2020 Audited FS Virtual performance Type of revenues Before the Transaction After the Transaction JTS Group JASTEL JTS Group and JASTEL THB million % THB million % THB million % 3. Revenue of DPLC - - 200.99 14.46 200.99 11.83 4. Other service revenues - - 133.30 9.59 133.30 7.84 5. Revenue from procurement, 215.15 69.41 - - 215.15 12.66 design, install communication system and telecom business 6. Revenue from procurement, 44.88 14.48 - - 44.88 2.64 design, install computer system and Cloud Computing 7. Other revenues 49.96 16.12 4.64 0.33 54.60 3.21 Total Revenues 309.99 100.00 1,389.51 100.00 1,699.50 100.00 Note: 1. Information from the Company and JASTEL, Figures in the virtual performance calculated by the IFA 2. Revenue from Data Center business accounts for 35.40 percent of revenue in item 1 3. Most of JTS’s other revenues composed of interest received from account receivables and loan, which will not occur after the transaction.

Therefore, the IFA has opinion that the acquisition of JASTEL shares is the expansion of the scope of business in international internet gateway of the telecommunication sector, leading to the business operation with the concept of “Total Integrated ICT Solution” of network, Data Center and Cloud Computing. The Company is still in the sector of “Information & Communication Technology” and the Transaction is beneficial to JTS Group and is appropriate.

Note: Additional information of KT Corporation KT Corporation is the leading integrated telecommunications service provider in Korea and one of the most advanced in Asia. Our principal services include: • mobile voice and data telecommunications services based on 5G, 4G LTE and 3G W-CDMA technology • fixed-line services, which include: ➢ (i) fixed-line telephone services, including local, domestic long-distance and international long-distance services, (ii) Voice over Internet Protocol (“VoIP”) telephone services i.e., provision of communication services over the Internet, and not over the fixed-line PSTN) and (iii) interconnection services to other telecommunications companies ➢ broadband Internet access services; and ➢ data communication services, including fixed-line and satellite leased line services and dedicated broadband internet connection service to institutional customers. • media and content services, including IPTV, satellite TV, TV home shopping, digital contents distribution, information and communication technology (“ICT”) platform consulting, digital music streaming and downloading and online advertising • credit card processing and other financial services offered primarily through BC Card

OptAsia Capital Company Limited Page 30 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited • various business activities that extend beyond telecommunications and financial services, including information technology and network services and satellite services as well as rental of real estate by KT Estate Inc. (“KT Estate”); and • sale of goods, primarily sale of handsets related to our mobile services and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate. Leveraging the dominant position in the fixed-line telephone services market and established customer base in Korea, KT Corporation has successfully pursued new growth opportunities and obtained strong market positions in each of our principal lines of business. In particular: • in mobile services, achieving a market share of 31.8% with approximately 21.9 million subscribers as of December 31, 2019 • in fixed-line and VoIP telephone services, having approximately 14.1 million subscribers, consisting of 11.0 million PSTN subscribers and 3.1 million VoIP subscribers as of December 31, 2019. As of such date, the market share of the fixed-line local telephone and VoIP services was 57.2%; and • Korea’s largest broadband Internet access provider with approximately 9.0 million subscribers as of December 31, 2019, representing a market share of 40.9%. For the year ended December 31, 2019, the operating revenue was THB 647.11 billion, profit for the year was THB 18.17 billion, basic earnings per share was THB 66.25 per share. As of December 31, 2019, total assets were THB 887.98 billion, total liabilities were THB 494.23 billion and total equity was THB 393.74 billion (Foreign exchange rate was based on 30 December 2019 from the website of the Bank of Thailand)

2.2 The payment by assignment & transfer account receivables and loans including some cash The Company will make payment by the assignment and transfer of account receivables, loan and some cash with the details as follows:

Amount Company Name Description (THB million) A. Assignment and transfer of Account Receivables as of 31 January 2021 1.TTTBB The account receivables from the service of installation of 726.90 equipment, network, public phone, optic fiber, CCTV (Representing 64.93% of including maintenance services during the year 2008 - 2020. account receivables From previous performance until 31 January 2021, TTTBB has before deducting pending amount with aging over one year of THB 702.20 Allowance for Doubtful million and aging less than one year of THB 24.70 million. accounts as of 31 On 2 January 2020, TTTBB sent a letter to the Company December 2020) proposing the payment plan and offer to pay interest on pending amount at 5.75 % payable every quarter starting from July 2020 onwards. (TTTBB could pay interest to the Company quarterly and paid part of pending amount of THB 64,245,940 in July 2020)

OptAsia Capital Company Limited Page 31 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Amount Company Name Description (THB million) Later, on 29 December 2020, TTTBB sent a letter to change payment plan by proposing the 12 quarterly payment at THB 60.50 million per instalment starting from 31 May 2021 and will pay interest at MLR of BBL quarterly.

2. 3BBTV The account receivable from the sales and installation service 133.71 of servers in 2020. On 30 September 2020, 3BBTV sent a letter (Representing 11.94% of to the Company proposing the payment plan of 7 quarterly account receivables installment at THB 20 million and last installment of THB 12.26 before deducting million, starting from 31 March 2021 onwards. Allowance for Doubtful accounts as of 31 December 2020) 3. TTTI The account receivable from the sales of computer 12.79 equipment, service on cloud network, Wifi and fiber optic (Representing 1.14% of installation during 2019-2020. TTTI has pending amount with account receivables aging over one year at THB 0.96 million and aging less than before deducting one year at THB 11.89 million. Allowance for Doubtful accounts as of 31 December 2020) Total 873.40 B. Assignment and transfer of loan as of 28 February 2021 JAS The Company is the debtor of loan to JAS, approved by the 325.00 Shareholders’ Meeting on 24 February 2021. The loan term is 1 year with an extension for another one year. The interest rate is determined by MLR of Bangkok Bank Plc. The loan is done by having promissory note as a loan evidence and non- collateral basis. No loan agreement has been done.

C. Cash Cash The Company will pay cash for the remaining amount 2.80 (The Company has cash and cash equivalent of THB 46.04 million as of 31 December 2020)

Grand Total 1,201.20

OptAsia Capital Company Limited Page 32 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Note: 1. In case of pending amount of TTTBB in 2020, TTTBB paid the interest to the Company for THB 42.78 million in 2020 and paid part of pending amount of THB 64.25 million in July 2020. 2.In case of pending amount of TTTI, there has been no discussion about payment term and interest. 3. In case of loan to JAS, there is no loan agreement, therefore no condition on assignment or right transfer has been determined. JSTC, a subsidiary of JAS, can accept the same term of loan as it is done under JAS Group. 4. The assignment and transfer of account receivable and loan does not include interest that JTS have right to receive for the period before the date of transaction. 5. JASTEL does not provide an allowance for doubtful accounts for TTTBB 3BBTV and TTTI.

The IFA has opinion that the payment by the assignment and transfer of account receivables is the transfer of possible risk of not receiving money for long period of time from these pending account receivables. JSTC does not have right of default risk back to the Company as it is a non-recourse basis. In case of loan to JAS, the term loan is one year with an extension for another one year. It is the transfer of right to JSTC, not to ask for the early loan payment from JAS. The investment in JASTEL which shows good performance of revenues and profit will help boost up business benefit and return far better than receiving interest income from pending account receivables and loan. The Company will also not have default risk from account receivables which have been recorded as long pending amount and will take at least 2-3 years to collect all the money back. In addition, the Company will pay only THB 2.80 million for the remaining amount of the transaction which does not affect the financial status and liquidity of the Company. Therefore, the payment of the transaction is beneficial and suitable for the Company.

2.3 Qualifications of the Company as a listed company on the SET The value of the asset acquisition transaction for the purchase of the ordinary shares of JASTEL, calculated at the highest transaction value under a net operating profits basis is 212.19 percent under the “Notifications on Acquisition or Disposal”. As The percentage exceeds 100%, the Transaction is classified as a Class 4 transaction or an indirect listing on the Stock Exchange of Thailand (the “SET”) (Backdoor Listing) according to the Notifications on Acquisition or Disposal. However, the Company viewed that the Transaction meets all of the requirements for an exception for the submission of a new listing application under Clause 24 of the Notifications on Acquisition or Disposal. The IFA has opinion on the qualifications of the Company to remain listed company on the SET with the details as follows:

A. Management Control The Company will hold 99.99% of ordinary shares of JASTEL and JASTEL will be under control of the Company. There will be no change in management control or the authority of the Company in the Board of director and management level and directors & management team have qualifications as disclosed in the laws

OptAsia Capital Company Limited Page 33 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited and regulation of the SET and the SEC. JASTEL is still under JAS Group as JAS is the major shareholder of the Company of 50.91% both directly and indirectly. In addition, Mr. Somboon Patcharasopak is the Company’s Director and President (Acting) and a Director of JASTEL. He is also a member of Risk Management Committee, Remuneration and Nomination Committee and Directors of several companies under JAS Group, which shows his long experiences and expertise in business of JAS Group. There will surely be a continuity in management and he would be a key person to lead the Company after the Transaction.

B. Scope of Business The Company and JASTEL are in the same sector, which is Information & Communication Technology: ICT. After the transaction, it will help expand scope of business to international internet gateway which is key revenue of JASTEL. JASTEL will help the Company to fulfil the service concept of “Total Integrated ICT Solution” covering communication network, Data Center and Cloud Computing. - The Company engages in ICT solution which are the design and implementation of telecommunications and information technology systems as a system integrator to both private and public sector. - The Company will expand the scope of business to international internet gateway, International Private Leased Circuit, a National Internet Exchange Service under the network of JASTEL to international network, which is key revenue of JASTEL. And it will create business synergies for such business because of the fact that the Company is a full-service provider of cloud computing. This will increase the opportunities and readiness for the enhancement of the data center and cloud service businesses of the Company in the future, as well as extend the business plan to provide a Hyperscale Data Center service as the Company has entered into a Strategic Collaboration Agreement with KT Corporation (“KT”), the number one telecommunication service provider in South Korea, to form a strategic alliance for the operation of a Hyperscale Data Center and Cloud Services and cooperation with global cloud service providers. This will also bring the relevant data center and solution technologies for joint development with the Company, which will lay the foundation for other services and increase business value.

Therefore, the share acquisition of JASTEL which is in the same sector, ICT sector, and key revenues come from internet gateway that could help support the Data Center and Cloud Computing, the Company remains in ICT business before and after the Transaction.

C. Internal Control System and Auditor JASTEL, 99.99% indirectly held by JAS. JAS is a listed company that discloses consolidated financial statement quarterly and annually under the same auditor, EY Office Limited, a SEC-approved auditor. JASTEL has done internal control under JAS’s policy which applies with all companies in JAS Group. JASTEL uses the

OptAsia Capital Company Limited Page 34 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited accounting software “SAP Business One” to control and monitor business operations, i.e., system of sales, procurement, inventory, assets and accounting work. JASTEL can manage and control business information under standardized working system with close follow-up plan. JASTEL applies accounting standard as needed for a listed company and completes the financial statement in time for the disclosure to the public in each accounting period. Therefore, JASTEL already has qualifications in internal control and accounting standard. After the completion of the transaction, the Company will do the consolidated financial statement which includes 100% JASTEL performance.

D. Connected Transaction According to previous performance, the Company and JASTEL had small amount of connected transaction about THB 1-2 million and it was done by arm-length basis without conflict of interest between the Company & its related party and JASTEL and its related party. Connected transactions between JASTEL and JAS group in 2020, are detailed in the following table.

Connected Revenue Expense Receivables Payables Transaction THB THB THB THB million % million % million % million % 3BBTV 8.72 0.63% 0.00 0.00% 9.33 1.40% 0.00 0.00% TTTBB 62.67 4.51% 101.48 7.97% 100.83 15.12% 68.63 17.73% TTTI 464.03 33.40% 10.11 0.79% 309.92 46.47% 22.12 5.71% Other companies in 25.02 1.80% 120.84 9.49% 66.73 10.01% 168.00 43.40% JAS Group Total- JAS Group 560.45 40.33% 232.43 18.24% 486.81 73.00% 258.74 66.84% Total- not JAS 829.06 59.67% 1,041.54 81.76% 180.05 27.00% 128.35 33.16% Group Total 1,389.51 100.00% 1,273.97 100.00% 666.861/ 100.00% 387.09 100.00% Note: 1/ Receivables as of December 31, 2020 before deducting Allowance for doubtful accounts amounting to THB 31.02 million

As the above table, in 2020 JASTEL has revenue from companies in JAS group THB 560.45 million or 40.33% of total revenue, and expense in JAS group THB 232.43 million or 18.24% of total expenses. While there are receivables from companies in the JAS group of THB 486.81 million or 73.00% of total receivables and payables THB 258.74 million or 66.84% of total payables. Considering the details of the connected transactions, most transactions are between JASTEL and TTTI, TTTBB and 3BBTV. As of 31 December 2020, most outstanding trade receivable are current assets. Trade receivable outstanding over 1 year is BBBB which is about THB 28.34 million. The details of trade receivables aging and trade payables of JASTEL as of 31 December 2020 are as follows:

OptAsia Capital Company Limited Page 35 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Trade Receivables/1 Trade Payables Company Less than 1 year More than 1 year Less than 1 year More than 1 year THB million % THB million % THB million % THB million % 3BBTV 9.33 1.72% 0.00 0.00% 0.00 0.00% 0.00 0.00% TTTBB 72.49 13.36% 28.34 60.52% 68.62 25.35% 0.00 0.00% TTTI 309.92 57.10% 0.00 0.00% 18.28 6.75% 1.98 4.05% Other 151.04 27.83% 18.49 39.48% 183.82 67.90% 46.94 95.95% companies Total 542.78 100.00 46.83 100.00% 270.72 100.00% 48.92 100.00% Note: /1 Trade receivable value before deducting Allowance for doubtful accounts As JAS's allowance for doubtful accounts policy, no allowance for doubtful accounts will be provided for JAS group companies.

The transactions between JASTEL and the JAS group support each other's businesses, therefore, it is necessary to offer a complete range of services. Therefore, the IFA is of the opinion that the connected transaction is a normal business and JASTEL has low risk from payments of JAS Group’s trade receivable and other companies, which mostly are able to repay as normal. After the completion of the Transaction, in case JAS and/or companies in JAS group want to use service from JASTEL, the Company will have JASTEL offer telecom services to JAS and/or companies in JAS Group same as before. JASTEL will offer services with the price based on arm-length basis. The Company has set policy of conflict of interest on the basis that any transaction must be based on the Company’s maximum benefit and avoid any action that may cause conflict of interest. The audit committee will propose the Board of Director the connected transaction and items which may cause conflict of interest. There will be prudent consideration and the Company will comply with the rules of the SET and will disclose the information in annual report and Form 56-1. In addition, any connected transaction will be considered in the audit committee and the Board of Director of both JAS and JTS.

E. Share Distribution As of 7 April 2021, the latest closing book of shareholders, the Company has 2,031 minor shareholders accounting for 39.58 % as free float of total paid-up capital.

F. Provident Fund The Company and JASTEL has already setup provident fund for their employees under Provident Fund Act B.E. 2530 and the amendment. Its fund manager is BBL Mutual Fund Company Limited Therefore, the IFA has opinion that the Company is qualified to be listed company on the SET both before and after the transaction.

OptAsia Capital Company Limited Page 36 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2.4 Comparison of Advantages and Disadvantages of Entering into the Transaction 2.4.1 Advantages of Entering into the Transaction

1) More Business size and potential to receive attractive return from investment Referring to JASTEL performance during 2019-2020, JASTEL could generate revenues of THB 1,309.64 and 1,389.51 million and net profit of THB 111.73 and 94.25 million, respectively. Its key revenues came from International Internet Gateway (IIG), National Internet Exchange Service (NIX) and internet network serviced to several operators and internet service providers (ISP). JASTEL has its own base of clients which are different from JTS’s so there is no conflict of interest between JASTEL and JTS Group. And around 40-50% of JASTEL’s revenues derived from network services to companies in JAS Group such as TTTBB, and TTTI which is the large portion other than non-related clients. Therefore, the investment in JASTEL is the expansion of scope of business to Integrated ICT solution and could build up business base quickly, not a startup business. With this scope of business, the Company is still in the sector of ICT on the SET. When comparing size of business from the performance in 2019-2020, the Company and JASTEL has similar size of assets but JTS is far different from JASTEL in terms of revenue and profit. The table can be shown below: Unit: THB million JTS Group JASTEL Item 31 Dec 2019 31 Dec 2020 31 Dec 2019 31 Dec 2020 Total Assets 1,274.28 1,401.40 1,263.06 1,263.35 Paid-up Capital 706.46 706.46 415.00 415.00 Shareholder’s Equities 968.79 1,005.68 993.09 587.26 Total Revenues 118.22 311.83 1,309.64 1,389.51 Net Profit 6.50 44.41 111.73 94.25

Therefore, the Company can recognize both revenues and profit of JASTEL (formerly consolidated with JAS) in its consolidated financial statements – leading to significant growth of revenues and profit to the Company after the completion of the Transaction (starting from 1 June 2021). This investment can also strengthen business operation, lay foundation for other services, increase business value and enhance return and more dividend to shareholders.

2) Benefit from the expansion of scope of business, the support of existing and the business synergy The Company currently engages in the design and implementation of telecommunications and information technology systems as a system integrator. The Company provides system design and implementation for computers, Wifi, smart buildings, Fiber optic and Lan and also a distributor of all peripheral equipment. It subsidiary, CCS, operates in the procurement, design and implementation of computer system

OptAsia Capital Company Limited Page 37 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited and cloud computing. With JASTEL business in telecommunication and data center, after the completion of the transaction, the Company can expand the scope of business to international internet gateway and data canter that can help support cloud computing business (that CCS is operating). Data canter is the business that needs efficient communication network and will enhance competition capability of the Company. In addition, on 23 September 2020, the Company has signed “Strategic Collaboration Agreement” with KT Corporation form South Korea to support business of Hyperscale Data Center and Cloud Service. KT Corporation will act as strategy alliance, do business development & co-operate with Cloud global payers and introduce technology of Data Center and other relating solutions to the Company. This will significantly help the Company expand business of Hyperscale Data Center and Cloud Service.

3) The payment mostly by the assignment and transfer of account receivables will help reduce default risk The Company will make payment by the assignment of account receivables of 3 companies which are TTTBB at THB 726.90 million, pending amount during 2008 – 2020 with the amount of THB 702.20 million aging over one year. This amount generated interest at MLR to the Company and pending amount will be quarterly paid during 2021-2024. Next is 3BBTV with pending amount of THB 133.71 million in 2020 – this amount will be quarterly paid during 2021-2022 including interest. The last is TTTI with pending amount of THB 12.79 million during 2019-2020. It is clearly shown that these pending amounts were not paid, leading losses of opportunity to use the amount of money for other projects. Therefore, the payment by assignment of account receivables is the transfer of default risk or uncertainty to the share seller, JSTC, with a non-recourse basis. With the investment in JASTEL which continues to show good performance of revenues and profits, would be expected to enhance more return to shareholders.

4) The Transaction does not affect liquidity of the Company or burden of debt. The payment will be made by the transfer of account receivables of 3 companies, TTTBB, 3BBTV and TTTI including the transfer of right as a lender to JAS, accounting for THB 1,198.40 million of the total amount of THB 1,201.20 million. The Company will pay additional amount of only THB 2.80 million or 0.23% of transaction size which does not affect the liquidity status of the Company. As of 31 December 2020, the Company has cash and cash equivalent of THB 46.03 million. This kind of payment does not cause burden of debt but using existing assets which were laggard in payment and turn into the investment in profitable business which is more beneficial. In addition, the Company still have financial stability for business operation.

5) The Company can add new telecom business having continuity in operation After the completion of the Transaction, JASTEL will become one of JTS subsidiary. JASTEL is in the business of international internet gateway both domestically and internationally since June 2006 or over 15 years. Its staff have experiences and are expertized in telecom business. JASTEL and the Company are also under the umbrella of JAS with the same culture of working environment and business policy. And they have

OptAsia Capital Company Limited Page 38 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited mutual director, Mr. Somboon Patchrasophak which would help ease the management of JASTEL with continuity after the transaction. So, this structure helps the Company to start business since day 1 not to start from zero.

6) The investment is appropriate in terms of valuation The IFA has evaluated the price of this transaction by considering various methods as shown in Topic 3 Appropriateness of price and transaction conditions in order to find the right price range. The IFA has an opinion that the Discounted Cashflow Method is the appropriate method as it is able to reflect the ability and results of the future under the business plan and various assumptions that are reasonable. The base value is THB 1,241.81 Million compared to the resolution of the Board of Directors which determines the investment value of THB 1,201.20 Million Therefore, the IFA deems that the value of the said transaction is appropriate.

2.4.2 Disadvantages and Risks of Entering into Transaction 1) Risk that the Company will lose interest revenue from pending account receivables and loan Currently, the Company charges the interest at MLR to pending account receivables of 2 companies, TTTBB and 3BBTV. The interest received in 2020 were THB 42.78 million and the Company will receive interest from pending amount at MLR from 3BBTV in 2021including interest received from loan to JAS at MLR approximately THB 17 million per year. The assignment of account receivables and loan will cause the Company not to have interest revenue from those amounts. However, the Company will invest in JASTEL that shows good performance with attractive net profit and it expects to get business benefit and return on investment higher than the interest received.

2.4.3 Advantage, Disadvantages and Risks of Entering into Connected Transaction

OptAsia Capital Company Limited Page 39 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited or remain in JAS Group. not leaking to others. Therefore, doing the Transaction with connected person is beneficial to both share seller and buyer including JAS Group.

Therefore, when considering the data about the analysis of the advantages and benefits of entering into the transaction, Disadvantages and Risks of Entering into the Transaction. Overall, the Company will receive more long-term benefits from this transaction. The Independent Financial Advisor has an opinion that the shareholders of the company should approve the asset acquisition transaction.

OptAsia Capital Company Limited Page 40 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 3 Appropriateness of Value and Condition of the Transaction

According to the Company will enter the transaction of purchasing 99.99 of paid-up capital of JASTEL. The IFA has guidelines for determining the appropriateness of the value of the ordinary shares of JASTEL based on the information and assumptions of the business information received, interviews with executives, relevant officers, transaction agreements, audited financial statements, managerial financial statement and other documents related to the consideration of the transaction, assumptions and forecasted financial statement, including publicly available information on the websites of the Securities and Exchange Commission (www.sec.or.th), the Stock Exchange of Thailand (www.set.or.th), Bank of Thailand (www.bot.or.th), JASTEL website (www.jastel.co.th) and related websites for determining various assumptions for financial projections. However, the opinions of the IFA are based on the assumptions that the received information and documents are completed, correct, and found on the economic situation and data incurred during the study period. However, if the above economic situation or external factors have substantially changed which significantly affect the business operation and such affect the determined assumptions. In that case, the assessed company’s fair value could be changed.

Valuation of JASTEL There are six approaches in assessing the value of JASTEL. Detail of each approaches are shown as follows; 1. Book Value Approach 2. Adjusted Book Value Approach 3. Price to Book Value Ratio Approach or P/BV Ratio 4. Price-to-Earnings Ratio Approach 5. Market Price Approach 6. Discounted Cash Flow Approach

1. Book Value Approach This approach is based on information from the audited financial statement as at December 31, 2020. Such financial statement can be used to calculate JASTEL’s book value as follows;

OptAsia Capital Company Limited Page 41 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

Item list Million THB Paid-up Capital 415.00 Retain Earnings (Loss) Appropriated – Legal reserve 52.00 Not appropriated 120.26 Total Shareholder’s Equity 587.26 Number of shares (Million shares)1/ 5.2 Book value (THB/share) 112.94 Remark 1/ Par Value of 100 THB per share divided into fully paid-up of 2,200,000 ordinary shares and partially paid- up at 65 THB per share for 3,000,000 shares.

The share valuation by this approach reflects only the financial position of JASTEL as at 31 December 2020 which does not reflect the present market value of its assets nor its future performance and profitability prospect. From the valuation by the Book value approach, the value is equal to 587.26 Million THB or 112.94 THB per share.

2. Adjusted Book Value Under this approach, the shares are valued from total assets of JASTEL, deducted by total liabilities including commitments and contingent liabilities as shown on the audited financial statement as at December 31, 2020 and then adjusted by various transactions taking place after the closing date of financial statements or transactions whose effect could more truly reflect the book value such as a revaluation surplus/deficit on assets not yet recorded in the financial statements, added-back doubtful accounts or bad debts recovered, contingent liabilities, value of business license, goodwill, patent, brand value, pending litigation, etc. Then, the result thereof is divided by total number of paid-up shares. From the valuation by this approach, the IFA uses the book value from the financial statements as at December 31st, 2020 audited by a certified public accountant. The book value is then adjusted by a revaluation surplus/deficit on fixed assets according to the property appraisal report prepared, for public purposes, by an independent valuer which is approved by the Valuers Association of Thailand (“VAT”) and is a property appraisal company in the capital market and a principal valuer on the approved list of the SEC. The Company has appointed 15 Business Advisory Limited as an independent appraiser to appraise the key asset items such as land, building, vehicle and telecommunication equipments, according to the appraisal report prepared at 16 March 2021 (please see more details in Attachment 2). The details can be summarized as follows:

OptAsia Capital Company Limited Page 42 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited (Unit: Million THB) Item Lists Book Value Appraised Value Difference (31 December 2020) Land 29.89 34.89 5.00 Building 56.54 57.79 1.25 Telecommunication Equipment 278.29 328.70 50.41 Total 364.73 421.38 56.65 Add (Less) Deferred Tax Asset (Liabilities) at 20 percent (11.33) Total Adjustment 45.32

Apart from the above asset revaluation, the IFA has not found any significant changes in other items of asset or liabilities. Thus, the adjusted shareholder’s equity as at December 31st, 2020 is as follows;

Items Million THB Shareholder’s Equity from Book Value Approach 587.26 Add (Less) Adjustment of change in value of fixed assets 45.32 Total shareholders’ equity after adjustment 632.59 Number of ordinary shares/1 5.2 Book value (THB/share) 121.65 Remark 1/ Par Value of 100 THB per share divided into fully paid-up of 2,200,000 ordinary shares and partially paid-up at 65 THB per share for 3,000,000 shares.

Therefore, the results of the adjustment in this adjusted book value approach is equal to 632.59 Million THB or 121.65 THB per share. Nonetheless, since this approach takes no account of future profitability prospect and performance, the IFA is of the opinion that the share valuation by this approach may not reflect the fair value of shareholders’ equity of the Company.

3. Price to Book Value Ratio Approach: P/BV Ratio By this approach, the shares are appraised by taking JASTEL’s book value which equals to 112.94 THB per share multiplied by the moving average over different time horizons of 7 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days up to December 31, 2020 of the P/BV ratio of four SET-listed companies in industry group of Technology and sector of Information and Communication Technology, which are Symphony Communication Public Company Limited (“SYMC”), Interlink Communication Public Company Limited (“ILINK”), Jasmine International Public Company Limited (“JAS”) and Jasmine Telecom Systems Public Company Limited (“”JTS”) in order to comparatively and comprehensively reflect investors’ view on the business operated by the Company. The peer group has engaged in business similar to JASTEL’s business, which are telecom operator, internet provider for enterprise and retail customer, procurement, design and installation

OptAsia Capital Company Limited Page 43 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited services for telecommunication Systems, leasing Circuit Network, IP Bandwidth Service, IP-VPN, International Private Leased Circuit, and Cloud Computing Service. The details are as follows: (Unit: Million THB)

Symbol Type of Business Market Total Asset Revenue Net Profit Cap SYMC A high-speed communication network provider using optical 1,864.72 4,229.92 1,321.54 95.24 fiber cable for its core network to serve as an infrastructure for data communication for corporate or other telecommunication operators that need rapid and massive data transmission. ILINK A distributor of computer and telecommunication cabling, high- 2,435.47 10,049.59 5,200.21 269.12 speed data integrated service (Data Service), an installation of telecommunication service, Data center, and engineering service such as design, construction and contractors of submarine cable mix with fiber optic cable. JAS Telecommunications business which are grouped into 4 27,325.16 99,747.41 19,204.75 (3,113.93) categories: Broadband Business, Telecom Network & Service Provider Business, System Integration Business and other businesses JTS Sourcing, design and implementation of telecommunication and 1,363.46 1,401.40 260.74 44.41 information technology, Wifi system, Smart Building, Computers, Fiber Optic and Lan and also is a distributor of all the peripheral equipment of related systems and Cloud Computing service. Remark: Total assets, revenue and net profit from the 12-month operation period and Market Cap. as at 31 December 2021. Source: SETSMART The valuation by this approach, the P/BV is between 1.30 – 1.82 times, which has the detail as follow. Moving Average (days) Unit: Times 7 30 60 90 120 180 360 SYMC 0.77 0.75 0.75 0.76 0.72 0.64 0.62 ILNIK 0.83 0.86 0.95 0.96 0.92 0.83 0.83 JAS 4.14 4.16 3.88 3.84 3.32 2.79 2.64 JTS 1.39 1.51 1.61 1.73 1.80 1.46 1.12 Average (times) 1.78 1.82 1.80 1.82 1.69 1.43 1.30 Share Price (THB/share) 201.39 205.51 202.94 205.70 190.93 161.36 147.23 Company Value (Million THB) 1,047.22 1,068.67 1,055.31 1,069.64 992.83 839.05 765.57 Share Price - After Discount 161.11 164.41 162.36 164.56 152.74 129.09 117.78 (THB/share) Company Value – After Discount 837.77 854.94 844.25 855.71 794.26 671.24 612.46 (Million THB)

OptAsia Capital Company Limited Page 44 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Therefore, the results from P/BV approach equal to 765.57 – 1,069.64 Million THB or 147.23 – 205.70 THB per share, and because JASTEL is not listed on the Stock Exchange of Thailand and the share does not have liquidity, therefore the IFA has reduced its value by 20 percent according to the rationale giving under the Discounted Cash Flow Approach topic. Resulting in the value between 612.46 – 855.71 Million THB or 117.78 – 164.56 THB per share. However, this approach takes no account of future profitability prospect and performance, the IFA is of the opinion that the share valuation by the approach may not reflect the value of shareholder’s equity of JASTEL.

4. Price to Earnings Per Share Ratio Approach; P/E Ratio Valuation of JASTEL by this approach, the IFA considered from JASTEL’s net profit over the latest 12 months as of 31 December 2020 which is audited from an auditor and equal to 94.25 Million THB or 18.12 THB per share. Then, multiplied by the moving average over different time horizons of 7 days. 30 days, 60 days, 90 days, 120 days, 180 days and 360 days up to the cut-off date of December 31, 2020 of the P/E ratio of three SET-listed companies (same peer comparison company as the third approach except JTS which has an abnormal high P/E Ratio of 48.19-102.00 times). An Average of moving average of P/E ratio of peer comparison, the detail are as follows:

Moving Average (days) Unit: Times 7 30 7 90 7 180 7 SYMC 19.48 18.96 20.56 21.41 21.33 20.84 24.97 ILNIK 10.52 10.86 12.89 13.27 13.61 13.45 13.25 JAS 13.96 13.86 10.74 9.82 8.75 7.63 9.88 Average (times) 14.65 14.56 14.73 14.83 14.56 13.97 16.03 Share Price (THB/share) 265.60 263.92 267.00 268.86 263.98 253.29 290.56 Company Value (Million THB) 1,381.14 1,372.39 1,388.41 1,398.07 1,372.69 1,317.10 1,510.93 Share Price - After Discount 212.48 211.14 213.60 215.09 211.18 202.63 232.45 (THB/share) Company Value – After 1,104.91 1,097.91 1,110.73 1,118.45 1,098.15 1,053.68 1,208.74 Discount (Million THB)

The result of valuation by Price to Earnings per share is between 1,317.10 – 1,510.93 Million THB or 253.29 – 290.56 THB per share and because JASTEL is not listed on the Stock Exchange of Thailand and the share does not have liquidity, therefore the IFA has reduced its value by 20 percent according to the rationale giving under the Discounted Cash Flow Approach topic. Therefore, the IFA has reduced its value by 20 percent according to the rationale under the Discounted Cash Flow Approach topic. The value is between 1,053.68 – 1,208.74 Million THB or 202.63 – 232.45 THB per share. However, since the approach takes no account of future profitability prospect and performance, the IFA is of the opinion that the share valuation by the approach may not reflect the true value of shareholder’s equity of the Company.

OptAsia Capital Company Limited Page 45 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

5. Market Value Approach Since JASTEL is not listed on the SET. Therefore, the IFA could not find the market value of shares by this approach.

6. Discounted Cash Flow Approach Discounted cash flow approach considers the future operation of businesses which projected under the expected period that business can be run. The cash flow then discounted with an appropriate discount rate which are the weight average cost of capital (WACC). Since JASTEL has continuously run the business (Going Concern Basis), the projection period is determined 5 years period from January 2021 to December 2025 with calculation of the terminal value of cash flows in the final year. The IFA has an opinion that the said period can reflect the continuation of business operations and consistent with the business cycle and it is possible to make estimates. The financial projection that used for the valuation are establish under the assumptions and information received from JASTEL. The assumptions are set up under the current economic situation and some historical data. If there are any changes with respect to the business plan and policies of the company or economic changes to the business of the Company and leads to the changes in estimates and defined variables in the projection. This may result in the significant change in the current assumption which leads to the change in assessment value. The IFA has evaluated the total value of JASTEL which operates telecommunication services businesses such as Internet Service Provider for Enterprise, Lease Line Internet, Co-Location, IP Bandwidth, IP-VPN Service, Telecom Network Solution Service both domestic and international through fiber optic cable and copper cable for customers who are operators, service provider and enterprise. Including International Internet Gateway, International Private Leased Circuit. From the historical operation, JASTEL’s revenue structure is shown as follows.

Revenue Structure 2018A 2019A 2020A Million % Million % Million %

THB THB THB 1.Internet Service for specific groups and Co- 278.74 16.69% 301.35 23.01% 327.06 23.54% Location for computer network /1 1.1 JAS and JTS Group 80.68 4.83% 66.03 5.04% 74.02 5.33% 1.2 Others 198.06 11.86% 235.32 17.97% 253.04 18.21% 2. International Internet Gateway, Internet 1,144.11 68.52% 742.90 56.73% 723.52 52.07% Exchange, National Internet Exchange, and

OptAsia Capital Company Limited Page 46 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Revenue Structure 2018A 2019A 2020A Million % Million % Million %

THB THB THB International Private Leased Circuit: IIG, NIX and IPLC/2 2.1 JAS and JTS Group 857.35 51.35% 503.45 38.44% 419.43 30.19% 2.2 Others 286.76 17.17% 239.45 18.28% 304.09 21.89% 3. Domestic Private Leased Line: DPLC/3 229.98 13.77% 206.63 15.78% 200.99 14.46% 3.1 JAS and JTS Group 67.00 4.01% 64.61 4.93% 65.03 4.68% 3.2 Others 162.98 9.76% 142.02 10.84% 135.96 9.78% 4. Other Services 7.98 0.48% 52.98 4.05% 133.30 9.59% 4.1 JAS and JTS Group 0.23 0.01% 0.00 0.00% 0.00 0.00% 4.2 Others 7.75 0.46% 52.98 4.05% 133.30 9.59% 5. Other revenue 8.89 0.53% 5.77 0.44% 4.64 0.33% Total Revenue 1,669.70 100.00% 1,309.64 100.00% 1,389.51 100.00% Remark: /1 Corporate Internet and Co-location under a license Type One (No. TEL1/2551/037), 22 June 2020 /2 International Internet Gateway, Internet Exchange, National Internet Exchange, and International Private Leased Circuit under Type Two Internet/ Telecommunication Business License with its own International Gateway network. (No. TEL2/2549/003), 15 June 2020 and Type Three Internet/ Telecommunication Business License, an International Gateway Service Provider License (No. TEL3/2552/003), 30 June 2020 /3 Domestic Private Leased Line under Type Two Internet/ Telecommunication Business License with its own International Gateway network. (No. TEL2/2549/003), 15 June 2020

Due to a historical revenue structure, JASTEL’s majority revenue is derived from International Internet Gateway, Internet Exchange, National Internet Exchange, and International Private Leased Circuit (IIG, NIX and IPLC) during 2018-2020 are equal to 68.52 percent, 56.73 percent and 52.07 percent of total revenue respectively and there are revenue from Internet Service for specific groups and Co-Location for computer network which are equal to 16.69 percent, 23.01 percent and 23.54 percent of total revenue. According to an interview with management about business plan for the next 5 years, it was found that JASTEL will focus on expanding services to customers outside JAS and JTS group in every type of services. In the meantime, revenue generated from JAS and JTS group will be relatively stable throughout the projection period. In this financial projection, the IFA has followed revenue structure from historical and divided customers group into two groups which are JAS and JTS Group and other customers outside JAS and JTS Group. The IFA has set assumptions for the estimation of service income, cost of service and expense on the principle of caution (Conservative Basis) with the following important assumptions.

1. Revenue from Service The IFA has done a revenue projection based on the historical revenue structure which is divided into 4 main categories as follows.

OptAsia Capital Company Limited Page 47 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 1.1 Revenue from Internet Service for specific groups and Co-Location for computer network Revenue from Internet Service for specific groups and Co-Location for computer network mainly consists of rental fee of co-location service or data center. Mostly, term of services are annual contracts and have different service rates depending on the area size, technical specification of equipment and speed of data transmission. Corporate Internet and other related services under a license of telecommunication Type One such as ADSL internet service provider, Lease line internet, Wifi Internet, Voice over Internet Protocol or Internet Telephony. The IFA has done a valuation by dividing customers into JAS and JTS Group and other customer outside JAS and JTS Group. Detail of assumptions are as follow. 1.1.1 JAS and JTS Group (Unit: Million THB) Internet Service for specific groups and Co-Location for 2020A 2021F 2022F 2023F 2024F 2025F computer network - JAS and JTS Group Co-location 63.06 63.06 63.06 63.06 63.06 63.06 Corporate Internet 8.37 8.37 8.37 8.37 8.37 8.37 Others 2.59 2.59 2.59 2.59 2.59 2.59 Total 74.02 74.02 74.02 74.02 74.02 74.02

Major revenue of JAS and JTS Group are generated from TTTI Company Limited and Jasmine Internet Company Limited, which have similar value over the past 3 years. Therefore, the IFA assumes revenue from co- location and corporate internet of JAS and JTS customers remain constant as equal as year 2020 throughout the projection period, based on past performance and JASTEL’s business plan which focus on growth of Non- JAS and JTS Group. 1.1.2 Non-JAS and JTS Group (Unit: Million THB) Internet Service for specific groups and Co-Location for 2020A 2021F 2022F 2023F 2024F 2025F computer network - Non-JAS and JTS Group Co-location 45.03 46.12 47.23 48.38 49.55 50.75 Number of Customer 62 64 65 67 68 70 Price (Million THB) 0.73 0.73 0.73 0.73 0.73 0.73 Corporate Internet 193.52 198.21 203.00 207.92 212.95 218.10 Number of Customer 468 479 491 503 515 527 Price (Million THB) 0.41 0.41 0.41 0.41 0.41 0.41 Other 14.49 14.49 14.49 14.49 14.49 14.49 Total 253.04 258.81 264.73 270.78 276.99 283.34 From the past performance, it was found that number of customers for both services has continued to increase. The 3-year (2017-2020) average growth rate of customers from co-location and corporate internet are 13.86 percent and 10.06 percent per year respectively. The IFA do estimates based on conservative basis; therefore, the number of customers will grow equal to 2.42 percent per year throughout the projection period.

OptAsia Capital Company Limited Page 48 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited (Referred to an average annual growth rate of the communication service market, which derived from the survey of Thailand’s internet and communication market from 2019-2020 by the NBTC and The Center For International Research And Information). Please see more detail in the Attachment 3. The IFA assumes fixed price equals to 2020 throughout the project year.

1.2 Revenue from International Internet Gateway, Internet Exchange, National Internet Exchange, and International Private Leased Circuit: IIG, NIX and IPLC Revenue from this service mostly derived from International Internet Gateway and National Internet Gateway which have internet providers are major customers. Revenue from International Private Leased Circuit, which is a high-speed internet service for communication and connection between offices, branches of organization, customer group are small to large organization including telecommunication service providers and internet providers. Most of service contracts are an annual term where price depends on the amount of data and the transmission speed. The IFA divided customers into JAS and JTS group and non-JAS and JTS Group with detail as follows.

1.2.1 JAS and JTS Group (Unit: Million THB) IIG, NIX and IPLC 2020A 2021F 2022F 2023F 2024F 2025F JAS and JTS Group Total 419.43 491.09 502.87 514.94 527.30 539.96

Most of revenue that are derived from JAS and JTS Group is IIG service from Triple T Internet Company Limited. In the year of 2021, the IFA determine the income will be equal to the actual revenue incurred under the contract which terms and service fees are specified. Then, from 2022 onwards, the IFA determines that it will grow at a rate of 2.42 percent per year (Referred to an average annual growth rate of the communication service market, which derived from the survey of Thailand’s internet and communication market from 2019-2020 by the NBTC and The Center for International Research and Information).

1.2.2 Non-JAS and JTS Group (Unit: Million THB) IIG, NIX and IPLC 2020A 2021F 2022F 2023F 2024F 2025F Non-JAS and JTS Group Number of Customer 78 80 82 84 86 88 Price (Million THB) 3.90 3.90 3.90 3.90 3.90 3.90 Total 304.10 311.46 319.00 326.71 334.62 342.72

The number of customers for IIG, NIX and IPLC services outside JAS and JTS group has grown steadily over the past three years with an average annual growth rate of 14.47 percent per year and JASTEL has an expansion

OptAsia Capital Company Limited Page 49 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited plan of IIG, NIX and IPLC continually. However, the IFA do estimates based on conservative basis; therefore, the number of customers will grow equal to 2.42 percent per year throughout the projection period. (Referred to an average annual growth rate of the communication service market, which derived from the survey of Thailand’s internet and communication market from 2019-2020 by the NBTC and The Center for International Research and Information). The IFA assumes fixed price equals to 2020 throughout the project year.

1.3 Revenue from Domestic Private Leased Line: DPLC Revenue from providing this service derived from private high-speed signal media rental circuit which serves corporate customers in specific areas that JASTEL has a network such as customers in the area of industrial state, customers in high-rise building, telecommunication service providers and multinational companies. JASTEL’s network covers Bangkok, Nonthaburi, Pathumthani, Samut Prakarn, Samut Sakhorn, Ayudthaya, Chonburi, Chachoengsao and Rayong. These group of customers require high stability in data transmission. In general, the contract tern is in annually which the price depends on the amount of data and transmission speed. To do a valuation, the IFA is divided into JAS and JTS group and non-JAS and JTS clients with detail as follows. 1.3.1 JAS and JTS Group (Unit: Million THB) DPLC 2020A 2021F 2022F 2023F 2024F 2025F JAS and JTS Group DPLC 64.29 64.29 64.29 64.29 64.29 64.29 Other 0.74 0.74 0.74 0.74 0.74 0.74 Total 65.03 65.03 65.03 65.03 65.03 65.03 Most of revenue in this group is generated from Triple T Broadband Public Company Limited, which has stable over the past three years. Therefore, the IFA determine revenue equals to revenue in year of 2020 throughout the projection year. It also includes other income related to DPLC service such as installation fees and management fees.

1.3.2 Non-JAS and JTS Group (Unit: Million THB) DPLC 2020A 2021F 2022F 2023F 2024F 2025F Non- JAS and JTS Group DPLC 126.62 126.62 126.62 126.62 126.62 126.62 Number of Customer 108 108 108 108 108 108 Price (Million THB) 1.17 1.17 1.17 1.17 1.17 1.17 Other 9.34 9.34 9.34 9.34 9.34 9.34 Total 135.96 135.96 135.96 135.96 135.96 135.96

OptAsia Capital Company Limited Page 50 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Revenue from DPLC from Non-JAS and JTS Group has been declining over the past three years due to a lower price trend while customer has been increasing. However, DPLC serve only specific group of customers such as customers in industrial estate and customers in high-rise building that JASTEL has network. An expanding new customer base will require a large amount of investment, while JASTEL does not have plan to expand its customer for DPLC services. The IFA is of the view that JASTEL will be able to retain its existing customer base through a spatial and on conservative basis. Therefore, the IFA assumes number of customer and price to be equal to year 2020 and constant throughout the projection year.

1.4 Revenue from other service Revenue from other service consists of income from international network rental service, sale and installation of equipment, maintenance IDC system. The customers are overseas telecommunication service providers in Malaysia and Singapore, mainly in wholesale marketing with international business partners including trading in foreign exchange circuits with a service agreement between 1-3 years. Moreover, the said revenue is not under the telecommunication business license from NBTC. Therefore, the IFA assumes number of customers in 2021 equal to 12 companies, then increase by 1 company per year for the projected year 2022- 2024 and fixed at 15 companies from 2025 onwards based on JASTEL’s expansion plan. The IFA keep the price constant throughout the estimated period in accordance with JASTEL policy. The IFA is of the opinion that JASTEL’s expansion plan and policies are reasonable. It is possible and consistent with historical performance. (Unit: Million THB) Revenue from other service 2020A 2021F 2022F 2023F 2024F 2025F Number of Customer 11 12 13 14 15 15 Price (Million THB) 12.12 12.12 12.12 12.12 12.12 12.12 Total 133.30 139.97 157.54 165.42 181.78 181.78

2. Other Revenue In the year 2020, other revenue consists of equipment rental, installation revenue, software sales, interest received and profit from sale of assets. The IFA determine that other revenue is equal to the 2020 portion of total revenue of 0.32 throughout the projection period. (Unit: Million THB) Other Revenue 2020A 2021F 2022F 2023F 2024F 2025F Other Revenue 4.64 4.70 4.83 4.94 5.08 5.16

A Projection of Revenue from 2021-2025 Projected 2020A 2021F 2022F 2023F 2024F 2025F Revenue Million % Million % Million % Million % Million % Million % THB THB THB THB THB THB 1. Internet 327.06 23.54 332.83 22.47 338.74 22.23 344.80 22.13 351.00 21.93 357.35 21.95 Service for

OptAsia Capital Company Limited Page 51 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Projected 2020A 2021F 2022F 2023F 2024F 2025F Revenue Million % Million % Million % Million % Million % Million % THB THB THB THB THB THB specific groups and Co-Location for computer network 2. IIG, NIX, IPLC 723.52 52.07 802.55 54.19 821.87 53.93 841.65 54.03 861.92 53.84 882.68 54.22 3. DPLC 200.99 14.46 200.99 13.57 200.99 13.19 200.99 12.90 200.99 12.56 200.99 12.35 4. Other 133.30 9.59 139.97 9.45 157.54 10.34 165.42 10.62 181.78 11.36 181.78 11.17 Services 5. Other 4.64 0.33 4.70 0.32 4.83 0.32 4.94 0.32 5.08 0.32 5.16 0.32 Revenue Total Revenue 1,389.51 100.00 1,481.03 100.00 1,523.97 100.00 1,557.80 100.00 1,600.77 100.00 1,627.96 100.00

3. Costs of Service The IFA has done the projection of costs of service by characteristics which have detail as follows. 3.1 Variable Cost (Unit: Million THB) Variable Cost 2020A 2021F 2022F 2023F 2024F 2025F Leased circuit 507.38 540.89 556.57 568.92 584.61 594.55 Cable wiring cost 24.83 26.46 27.23 27.84 28.60 29.09 Electricity Cost 45.87 48.90 50.32 51.43 52.85 53.75 Other 45.53 48.54 49.94 51.05 52.46 53.35 Total Variable Cost 623.60 664.79 684.06 699.25 718.53 730.74 Proportion to service income (percent) 45.03% 45.03% 45.03% 45.03% 45.03% 45.03% Variable cost consists of leased circuit from internet provider, cable wiring cost to service point, electricity charge, maintenance of equipment and equipment parts. In 2020, variable cost is account for 45.03 of service revenue. Therefore, the IFA determine variable cost equal to year 2020, which is 45.03 of service revenue over the projection period because that is the year that can reflect the most closely to the present.

3.2 Fixed Cost (Unit: Million THB) Fixed Cost 2020A 2021F 2022F 2023F 2024F 2025F Fixed Cost Group 1 139.23 143.41 147.71 152.14 156.70 161.40 Rental fee for fiber optic cable network 74.77 77.01 79.32 81.70 84.15 86.67 from EGAT Bandwidth Management 44.52 45.86 47.24 48.65 50.11 51.62 Dark Fiber Service 19.94 20.54 21.15 21.79 22.44 23.11 Fixed Cost Group 2 101.58 106.66 111.99 117.59 123.47 129.65 Salary 66.11 69.41 72.88 76.53 80.35 84.37

OptAsia Capital Company Limited Page 52 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Fixed Cost 2020A 2021F 2022F 2023F 2024F 2025F Employee Expense and Benefit 13.25 13.91 14.60 15.33 16.10 16.90 Utility Expenses 4.63 4.87 5.11 5.36 5.63 5.91 Other Expense 17.60 18.48 19.40 20.37 21.39 22.46 Total Fixed Cost 240.81 250.07 259.70 269.73 280.18 291.05

Fixed Cost group 1 consists of rental fee for fiber optic rental from EGAT, bandwidth management fee, service fees for signaling through dark fiber pipes (Large fiber optic). In 2020 equals to 139.23 Million THB, the IFA determines the growth rate of 3 percent per year throughout the projection period due to JASTEL’s policy. It sees that the actual cost in 2020 is the most similar to current cost and the growth rate of 3% per year is appropriate. Fixed Cost group 2 mainly consists of salary, employee expense, overtime expense, bonus, provident fund, employee benefit and other expenses. In 2020 equals to 101.58 Million THB, the IFA assumes the growth rate of 5 percent per year throughout the projection period due to JASTEL’s policy. It sees that the actual cost in 2020 is the most similar to current cost and the growth rate of 5% per year is appropriate.

3.3 Rental Cost (Unit: Million THB) Rental Cost 2020A 2021F 2022F 2023F 2024F 2025F Total rental cost 74.56 77.54 78.79 80.16 81.37 82.68

Rental costs are cost of rental area for placing communication equipment, telecommunication equipment to serve customer both from internal and external parties. In 2020, JASTEL’s rental cost is equal to 74.56 Million THB, which mostly increase 5 percent every 3 years. Therefore, the IFA assumes the rental cost in 2021 equal to the actual contract and increase 5 percent every 3 years throughout the projection year.

3.4 Oversea Circuit Leased (Unit: Million THB) Oversea Circuit Leased 2020A 2021F 2022F 2023F 2024F 2025F Oversea circuit leased 54.93 76.98 86.65 90.98 99.98 99.98

Oversea circuit leased is a part of providing international network rental service with telecommunication service provide, as JASTEL’s partner. In 2020, oversea circuit leased equal to 54.93 million THB or equal to 55 percent of revenue from other service which is close to the past. Therefore, the IFA assumes the oversea leased circuit equal to 55 percent of revenue from other service over the projection period.

OptAsia Capital Company Limited Page 53 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 3.5 License fees for operating telecommunication business License fees for operating telecommunication business that JASTEL paid to NBTC are divided into 2 parts as follows. 3.5.1 License fees Revenue from telecommunication License fee rate 0 – 100 Million THB 0.125% 101 – 500 Million THB 0.250% 501 – 1,000 Million THB 0.500% 1,001 – 10,000 Million THB 0.750% 10,001 – 25,000 Million THB 1.000% 25,001 – 50,000 Million THB 1.250% More than 50,000 Million THB 1.500%

3.5.2. Fees for Universal Service Obligation (USO) equal to 2.50 percent of gross profit after deducting expense of 60 percent of revenue and deduct with an exempt income of 40 million THB according to an announcement of NBTC on rules and methods for revenue collection to be used in providing universal basic telecommunication and social services.

In 2020, the fees equal to 16.60 million THB and from 2021 onwards the IFA calculate the license fee relying on the aforementioned rate which has detail as follows. (Unit: Million THB) License Fees for Operating Telecommunication 2020A 2021F 2022F 2023F 2024F 2025F Business License Fees for Operating Telecommunication 16.60 18.51 18.95 19.41 19.87 20.34 Business 3.6 Depreciation and Amortization Depreciation and amortization consist of an amortization project cost, an amortization of data center, depreciation of building, vehicle, equipment, and office equipment. The IFA calculated depreciation and amortization by using straight-line method throughout the projection year. (Unit: Million THB) Depreciation and Amortization 2020A 2021F 2022F 2023F 2024F 2025F Depreciation and Amortization 133.90 129.89 112.54 96.21 93.70 96.58

A Projection of cost of service from 2021-2025 (Unit: Million THB) Cost of Service 2020A 2021F 2022F 2023F 2024F 2025F Variable Cost 623.60 664.79 684.06 699.25 718.53 730.74

OptAsia Capital Company Limited Page 54 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Cost of Service 2020A 2021F 2022F 2023F 2024F 2025F Fixed Cost 240.81 250.07 259.70 269.73 280.18 291.05 Rental Cost 74.56 77.54 78.79 80.16 81.37 82.68 Oversea Circuit Leased 54.93 76.98 86.65 90.98 99.98 99.98 License fees for operating telecommunication 16.60 18.51 18.95 19.41 19.87 20.34 business Depreciation and Amortization 133.90 129.89 112.54 96.21 93.70 96.58 Total Cost of Service 1,144.41 1,217.78 1,240.70 1,255.73 1,293.62 1,321.37

4. Service and Administration Expense Service and Administration Expense consists of salary, employee expense (Bonus, social security fund and medical expense), travel and logistic expense, office expense, management fee, professional expense, doubtful debt, and depreciation. Thus, the IFA assumes differently by characteristics of each expense which are variable expenses are set to be an average of portion to revenue of year 2019-2020. Fixed cost assumes to have a growth rate of 5 percent per year such as employee expense and selling and marketing expense and assumes to have a growth rate of 3 percent per year for other fixed expenses throughout the projection period due to JASTEL’s policies, which the IFA is of the opinion that it is appropriate and reasonable. The details are as follows. • Salary and Over-time expense assumes to increase at 5 percent per year. • Employee expense such ad bonus, social security fund, welfare, employee benefit, and medical treatment expense assume to increase at 5 percent per year. • Management fee is based on management contract between JASTEL and JAS, which is provided annually and set as 4.28 million THB per month and keep constant at this rate throughout the projection period. • Doubtful set as 3.12 Million THB, which is based on the historical of debt repayment. • Public Relation and commission fees account for the portion of service income to revenue from non- JAS and JTS Group which an average of 2019-2020 equal to 0.36 and keep constant throughout the projection period. • Office Expense such as office rental expense, maintenance, utilities, securities, and IT service expenses. The IFA assumes to be increased at 3 percent per year. • Professional expense such as auditor and lawyer expense are increased 3 percent per year. • Selling and marketing expenses are advertising, reception expense and assume to increase at 5 percent per year. • Other expenses such as car expense, travel and logistics expense, communication expense. The IFA assumes to increase at 3 percent per year.

OptAsia Capital Company Limited Page 55 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited • Depreciations and Amortizations are calculated by straight-line approach throughout the projection year.

A Projection of Service and Administration Expense (Unit: Million THB) Service and Administration Expenses 2020A 2021F 2022F 2023F 2024F 2025F Salary and overtime expenses 36.88 38.73 40.66 42.69 44.83 47.07 Employee expense 12.95 13.60 14.28 14.99 15.74 16.53 Management fees 51.36 51.36 51.36 51.36 51.36 51.36 Doubtful debt 15.23 3.12 3.12 3.12 3.12 3.12 Public Relation and Commission Fees 2.50 2.98 3.09 3.17 3.28 3.33 Office expense 2.41 2.48 2.56 2.63 2.71 2.80 Professional expense 1.49 1.53 1.58 1.62 1.67 1.72 Selling and Marketing expense 0.32 0.33 0.35 0.36 0.38 0.40 Other expense 3.87 2.10 2.17 2.23 2.30 2.37 Depreciation and Amortization 0.34 0.27 0.23 0.20 0.19 0.20 Total Service and Administration Expense 127.35 116.50 119.39 122.39 125.59 128.89

5. Criteria for Depreciation and Amortization Expenses Define the assumption of depreciation using the straight-line method. In which buildings are depreciated for a period of 20 years, telecommunication equipment for a period of 8 years, office equipment and vehicles are depreciated for a period of 5 years. 6. Loan and Interest JASTEL has loan and interest as of 31 December 2020 as follows. Lender Loan Type Maturity Date Amount as of Interest Rate 31/12/20 JAS Promissory Note At Call 177.00 5.00%/1 Remark /1 Based on Bangkok Bank’s MLR-0.25% interest rate as of February 28, 2021.

7. Corporate Tax The corporate income tax rate is 20% throughout the projection period.

8. Current Asset Turnover and Current Liabilities Turnover Current Asset Turnover and Current Liabilities Turnover are calculated based on an average of year 2019-2020 Account Receivable 159 days Account Payable 80 days This is because JASTEL’s business operation has no inventories. Therefore, the IFA does not make an estimate of inventories.

OptAsia Capital Company Limited Page 56 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

9. Capital Expenditure During a period of 5 years, there is an estimated capital expenditure according to JASTEL’s business plan. The IFA views that is suitable in line with the business plan and details are as follows. (Unit: Million THB) Capital Expenditure 2021F 2022F 2023F 2024F 2025F Telecommunication equipment 130.00 130.00 130.00 130.00 130.00

Capital Expenditure each year is an investment in telecommunication equipment in order to expand customer based for IIG, NIX, MLPS, Network construction including an investment for replacement such as equipment for data system, equipment for cabling installation, node or organize of equipment related to electrical systems and power systems.

10. Terminal Value The IFA has an opinion that JASTEL will continually operate on-going basis after the fifth year of projections, at the end of 2025, JASTEL has a terminal value which is calculated from free cash flow and divided into discount rate on that year. However, the IFA assumes no growth of free cash flow in the last year because there is an opinion that the telecommunication and information technology business is changing and developing rapidly and may affect operating results. Therefore, the IFA has determined that there is no increase in cash flow in the last year on the conservative basis to find the final value of JASTEL.

Projection of financial operation and financial position (Unit: Million THB) Year 2021F 2022F 2023F 2024F 2025F Revenue from Services 1,476.34 1,523.49 1,557.30 1,600.26 1,627.44 Other Revenue 4.70 0.49 0.50 0.51 0.52 Total Revenue 1,481.03 1,523.97 1,557.80 1,600.77 1,627.96 Cost of Service 1,217.78 1,240.70 1,255.73 1,293.62 1,321.37 Gross Profit 263.25 283.28 302.07 307.14 306.59 Service and Administration Expense 116.50 119.39 122.39 125.59 128.89 EBITDA 276.91 276.66 276.09 275.45 274.47 EBIT 146.75 163.89 179.68 181.56 177.70 Net Profit 110.10 124.61 137.24 138.74 135.65 Total Asset 1,277.63 1,409.92 1,553.25 1,703.24 1,848.07 Total Liabilities 580.27 587.96 594.05 605.30 614.47 Total Shareholder’s Equity 697.36 821.97 959.20 1,097.95 1,233.60

OptAsia Capital Company Limited Page 57 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 11. Discount Rate The Discount rate used to calculate the net present value of cash flow is obtained by calculating the weight average cost of capital (WACC). The IFA calculated WACC from an average weight of cost of debt and cost of equity of JASTEL, which shown detail as follows.

WACC = Ke*E/(D+E) + Kd*(1-T)*D/(D+E)

Ke = Cost of capital or the rate of return that shareholder needs (Re)

Kd = Cost of debt or the interest rate of loan T = Corporate Tax Rate E = Shareholder Equity or investment of shareholder D = Interest bearing debt

Cost of Capital (Ke) or the rate of return that shareholder needs is calculated from Capital Asset Pricing Model (CAPM) as follows:

Ke = Rf + β(Rm - Rf)

Risk Free Rate (Rf) = Referring to the yield of 20-year government bonds, equal to 1.72 percent per year (data as of 31 December 2020), which could reflect the overall economic factor for the country. The bond also has a period in line with the period of average return from investment in the stock market used in the preparation of the forecast. (source: www.thaibma.or.th) Beta (β) = 0.3960 times based on the average unlevered beta of listed company on the Stock Exchange of Thailand. The beta data used for finding the unlevered beta are from the time period of 2 year backward from December 31, 2018 to December 31, 2020 (this is the period that reflects the fluctuation of stock prices compared to the SET index) and adjusted with the ratio of interest-bearing debt to equity of the company. The comparative companies listed on the Stock Exchange of Thailand are SYMC, ILINK, JAS and JTS, which are under Technology industry, Information & Communication Technology sector. The reason to select a sample as disclosed in the calculation of the price to book value method. (source: http://www.efinancethai.com/)

Market Risk (Rm) = The average return on investment in the stock market over the past 20 years from December 2000 to December 2020, is 14.10 percent per year. The IFA has an opinion that it is the appropriate period. It reflects the overall picture and cycle of the

OptAsia Capital Company Limited Page 58 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited economy and can be representative of market returns. (source: http://www.setsmart.com/)

Kd = Loan interest rate at approximately of 5.00 percent from the weighted average interest rate of JASTEL’s loan T = Corporate Tax Rate at 20 percent per year.

Debt/Equity ratio is annually calculated by dividing interests bearing debts with shareholder equity and annually changed according to the financial structure resulting in discount rate varied by structure each year. Debt to Equity ratio as of the end of 2021 will be equal to 0.197 and not over 0.197 times throughout the projection period. The IFA considers that the company is not listed on the stock market and the stock has a lack of liquidity. Therefore, Ke is adjusted to increase by 20 percent for the calculation of the CAPM, comparing as increase of risk rate according to Aswath Damodaran's research on "Private Company Valuation" and research on "Size and Value in the Stock Exchange of Thailand" by Mussa Hussaini from the School of Management, Asian Institute of Technology, Thailand by publication in the Journal of Financial Risk Management, March 11, 2016. The said rate is applicable to all companies in different industry. From the above assumption, the Ke value will increase from the range between 7.06-7.39 percent per yeear to 8.47-8.87 percent per year and average Kd equal to 5.00% per year. It is used to calculate the weighted average financial cost (WACC) in the range of 8.14-8.35 percent per year and is determined as a discount rate in order to find the present value of free cash flows from operations throughout the projection period, which can be summarized as follows:

Forecast of Free Cash Flow and Present Value of Free Cash Flow (Unit: Million THB) Year 2021F 2022F 2023F 2024F 2025F Earnings before interest and tax 146.75 163.89 179.68 181.56 177.70 Tax from Earnings before interest and tax (29.35) (32.78) (35.94) (36.31) (35.54) Depreciation 130.16 112.77 96.41 93.89 96.77 Capital Expenditure (130.00) (130.00) (130.00) (130.00) (130.00) Change in working capital (86.04) (10.58) (8.36) (7.30) (2.69) Change in Account Receivables 12.31 (15.61) (11.66) (15.62) (8.79) Change in Account Payable (98.34) 5.03 3.30 8.32 6.09 Free Cash Flow 31.52 103.30 101.80 101.84 106.24 Terminal Value 1,305.28 Present Value of Free Cash Flow 29.09 88.12 80.33 74.38 71.84 Present Value of Terminal Value 882.64 Weight Average Cost of Capital 8.35% 8.27% 8.21% 8.17% 8.14%

OptAsia Capital Company Limited Page 59 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited From the above cash flow projection, the present value of JASTEL after plus with cash and deduct by interest bearing as of 31 December 2020 is as follows. (Unit : Million THB) Total Present Value of Free Cash Flow 1,226.41 Plus Cash as of 31 December 2020 192.39 Less Interest Bearing Debt as of 31 December 2020 177.00 Net Present Value as of 31 December 2020 1,241.81

In this regard, the IFA has conducted sensitivity analysis of the present value of the net cash flow of JASTEL by adjusting the Discount Rate or WACC to increase and decrease by 0.50 percent per year from the base case, which is expected to support change in financial costs and various factors of the assumptions that may change. The summarized results of sensitivity analysis of present value of net free cash flow are as follows. (Unit: Million THB) Change in Discount Rate (WACC) (percent per yer) Sensitivity Analysis + WACC 0.50% Based Case - WACC 0.50% Present Value of Net Free Cash Flow (Million THB) 1,166.72 1,241.81 1,326.78 Present Value of Net Free Cash Flow (THB/year) 224.37 238.81 255.15

From the valuation by Discounted Cash Flow, the value of based case is equal to 1,241.81 Million THB and sensitivity analysis by changing the discount rate results the value between 1,166.72 – 1,326.78 Million THB

OptAsia Capital Company Limited Page 60 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Summary of the IFA’s opinion on the valuation of JASTEL From all 6 valuation approaches the IFA can summarize the value as follows. Share Value Company Value Appropriateness of Valuation Approaches (THB/share) (Million THB) each approach 1) Book Value Approach 112.94 587.26 Not appropriate 2) Adjusted Book Value Approach 121.65 632.59 Not appropriate 3) Price to Book Value Ratio Approach 117.78 – 164.56 612.46 – 855.71 Not appropriate 4) Price to Earnings Value Ratio Approach 202.63 – 232.45 1,053.68 – 1,208.74 Not appropriate 5) Discounted Cash Flow Approach 224.37 – 255.15 1,166.72 – 1,326.78 Appropriate Remark 1/ Par Value of 100 THB per share divided into fully paid-up of 2,200,000 ordinary shares and partially paid-up at 65 THB per share for 3,000,000 shares.

And has an opinion on each approach as follows. 1) Book Value Approach. From this approach, the value equal to 587.26 Million THB. This approach focuses on financial position at a certain point in time as well as book value of the assets but takes no account of future profitability prospect and business performance, competitive potential, economic trend, and overall industry outlook. Therefore, the IFA is of the opinion that this approach is not suitable for measuring a fair value of the Company’s shares and cannot reflect the true business value. 2) Adjusted Book Value Approach. Under this valuation approach, equal to 45.32 Million THB. This approach can better reflect the net asset value than the stock valuation using the book value approach because this approach reflects more true values by adjusting the book value as assessed in the first approach with various items after the closing date of the financial statements. However, this approach does not consider the ability to generate profit and future business performance. Therefore, the IFA has the opinion that this valuation approach may not reflect the true price of the shareholders' equity of the Company and may not be an inappropriate approach. 3) Price to Book Value Ratio Approach. From the valuation and considering that JASTEL is not listed on the stock market and the stock does not have liquid. Therefore, the IFA has reduced the value by 20 percent,

OptAsia Capital Company Limited Page 61 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited will get the price in the range 612.46 – 855.71 Million THB. This approach considers the financial status at a point in time by comparing the average of the said ratio of the reference companies without considering the profitability and performance of the company in the future. In addition, some reference companies are not operated in the same business as the company, or some companies have the smaller size of business. Therefore, the evaluation of share value in this approach may not reflect the fair value properly. 4) Price to Earnings Ratio Approach. From the valuation and considering that JASTEL is not listed on the stock market and the stock does not have liquid. Therefore, the IFA has reduced the value by 20 percent, will get the price in the range 1,053.68 – 1,208.74 Million THB. Although, this approach considers the profitability of the business by comparing with the average of such ratio of the reference group of companies, it is only an evaluation based on past profits. It does not reflect the company's profitability and operating results in the future. Therefore, this evaluation of share price may not reflect fair value properly. This approach is inappropriate. 5) Market price approach. Because JASTEL is not listed on the stock market. Therefore, the share value of this company cannot find the market value. 6) Discount Cash Flow Approach. This approach to be calculated as the net present value reflects profitability and the ability to generate the cash flows of the company in the future. The net free cash flow of the company is referred to the previous operation, including economic trends and future business operations, which can be better reflect the true value of the business. Therefore, the IFA has the opinion this approach is appropriate. In this regard, the value is between 1,166.72 – 1,326.78 Million THB or equal to 224.37 – 255.15 THB per share with a base value of 1,241.81 Million THB or 238.81 THB per share. From all the valuation approach, the IFA has an opinion that the Discounted Cash Flow is the most appropriate way to assess the price of JASTEL, equals to 1,241.81 Million THB which is 40.61 Million THB higher than the Board of Director’s resolution value of 1,201.20 Million THB.

OptAsia Capital Company Limited Page 62 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 4 Summary of the Opinion of the Independent Financial Advisor

According to the Company’s Board of Directors Meeting No. 2/2021 held on March 1, 2021, which approved a resolution of entering the purchasing of 5,199,993 ordinary shares of JASTEL at par value of 100 THB per share or equivalent to 99.99 percent of the issued and paid-up shares which is 415,000,000 THB from JSTC. For expanding the scope of the Company’s business to International Internet Gateway, Internet Exchange business, International Private Leased Line service, International telecommunication services, including Data Center to support the Cloud Computing business that currently operate under the subsidiary (CCS) and to support the cooperation between the Company and KT Corporation from Korea that leading to an entering into cloud solution market domestically and internationally. In addition, entering such transaction is considered a connected transaction because JSTC is a 99.99 percent subsidiary of JAS, which directly and indirectly hold 50.91 percent of issued and paid-up share of the Company.

From the above transaction, the IFA considers that it will be benefit for the Company in terms of expanding investment in potential growth business, which can generate revenue and profit continuously, business re-structuring to expand the scope of business and also create synergy with an existing business. A settlement of shares by transferring the rights in account receivable could reduce the burden of non-collection risk and also not affect the Company’s liquidity. In this regard of getting paid and not create debt burden, the Company could add new business with continued operation without starting over with a reasonable price. However, the Company may have a risk of losing the opportunity to earn an interest income from overdue account receivable, interest income from lending in the future and JASTEL’s performance might not meet the Company’s expectation. Entering into connected transaction, The Company can negotiate and loosen the terms of share purchase agreement more easily and quickly than making transaction with other parties. In addition, entering the transaction must be approved by obtaining not less than three-fourth of total number of votes of the shareholders who attend the meeting and do not have conflict of interests with the transaction.

Despite of consideration of the advantages, disadvantages and risks of entering the transaction, the IFA has considered the valuation of investment in shares of JASTEL. Regarding Discounted Cash Flow Approach, the IFA has obtained value of 1,241.81 Million which is 40.61 Million THB higher than the Board of Director’s resolution value of 1,201.20 Million THB. Therefore, the IFA has an opinion that the said valuation is appropriate.

When considered the information of advantages and benefit analysis, disadvantages and risks to enter the transaction, the Company will gain long-term benefits. Thus, the IFA has an opinion that the shareholders should bot to approved entering the transaction of this asset acquisition.

OptAsia Capital Company Limited Page 63 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited However, the shareholders should study the documents attached to the invitation letter of the shareholders’ meeting to use discretion and consideration in deciding to vote. The final decision to approve entering the transaction of asset acquisition shall be at own discretion of the shareholders.

OptAsia Capital Company Limited Page 64 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited OptAsia Capital Company Limited as the Independent Financial Advisor hereby certifies that the opinions have prudently been provided in compliance with the professional standards and principles, with due regard to the shareholders’ benefits.

Your Sincerely, OptAsia Capital Company Limited

Jarin Saksirisilp Jariya poonyavanich (Mr.Jarin Saksirisilp) (Ms.Jariya poonyavanich) Director Director

Annop Saengvanich (Mr. Annop Saengvanich) Supervisor

OptAsia Capital Company Limited Page 65 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

Attachment 1 Summary Information of JASTEL

OptAsia Capital Company Limited Attachment page 1 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Summary information of Jastel Network Co.,Ltd.

1. General Information Company Name : Jastel Network Co.,Ltd. (“JASTEL”) Juristic ID : 0125549007371 Register Date : 29 June 2006 Business type : Provision of telecommunication services business Address : 200 Moo 4, Jasmine International Building, 7th Floor, Chaengwatana Road, Pakkred Subdistrict, Pakkred District, Nonthaburi 11120, Thailand Registered capital : THB 520,000,000 comprising 5,200,000 shares, with a par value of THB 100 per share Paid-up capital : THB 415,000,000 comprising 2,200,000 shares with fully paid-up in amount of THB 220 million 3,000,000 shares with 65 percent paid-up in amount of THB 195 million

2. Nature of business With over 30 years of experience in the telecommunications industry of Jasmine Group, telecommunications services in Thailand have rapidly grown reflecting the high demand for usage of data communication and multiple internet solutions including increased bandwidth usage both domestically and internationally. This led to the establishment of JasTel Network Company Limited in June of 2006 to provide Leased Circuit Network and Internet/ Telecommunication services both domestically and internationally via a vast cable network made up of terrestrial and submarine fiber optic cables and copper cables. JasTel was certified a Type Two Internet/ Telecommunication Business License with its own International Gateway network granted by the National Telecommunications Commission of Thailand (NTC) in November of 2006. JasTel gradually developed its range of service availability and was further certified a Type Two Internet/Telecommunication Business License with its own International Gateway network (The NBTC grouped the Type Two licenses above and issued Type Two Telecom Operation License licensed on June 15, 2020). JasTel was further certified a Type Three Internet/Telecommunication Business License and a Type One Internet/ Telecommunication Business License (NBTC has changed to a Type 1 Telecom Operation License licensed type 1 on 22 June 2020). With a determination to develop enhance the quality of its services equivalent to international standards, JasTel operates its business alongside with well-known global carriers within the telecommunications industry, involving the expansion of our international cable network across the globe, implementation installs of equipment enabling high- speed data exchange equipment in various international locations, and upgrading our standards in providing stable and uninterrupted service; all to meet the high

OptAsia Capital Company Limited Attachment page 2 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited clients’ demands of our clients. This in itself promotes Thailand as an Alternative International Hub or International Gateway in the Southeast Asian region in its own right. Presently, JasTel’s clients come from a wide range of businesses including voice (IDD/ VOIP) providers, IIG providers, internet providers, international telecom businesses, international enterprise groups with business in Thailand, and corporations with multiple branches such as banks, embassies, international news bureaus, and industrial factories.

• Licenses from the National Broadcasting and Telecommunications Commission

Type of license Authorized date Authorized services 1. Telecom Operation License 6 Nov 2008 - Retail client and Small organization Type 1 (Renewal license - WiFi internet service on 22 Jun 2025) - Voice over Internet Protocol: VOIP or Internet (No. TEL1/2551/037) Telephony Dated 22 June 2020/1 - Colocation and other services 2. Telecom Operation License 30 Nov 2006 -Leased Line Type 2 (Renewal license - IP Bandwidth (IP Broadband Services) on 15 Jun 2025) - Other services (No. TEL2/F/2549/003) - International Internet Gateway and Internet Dated 15 June 2020/1 Exchange 3. Telecom Operation License 18 Nov 2009 – 17 - International Private Leased Circuit: IPLC Type 3 Nov 2024 - International Internet Protocol Virtual Private (15 years) Network: International IP-VPN (No. TEL3/2552/003) Dated 30 June 2020/1 Note: /1 Referring to the Notification of NBTC on Rules and Procedures for Licensing of Telecommunications Business announced in the Royal Gazette on 19 March 2020, and the result of the NBTC meeting No. 9/2020 on 27 May 2020, NBTC has approved the modification of the licensing with significant changes as follows: - Licensing for the same type of Telecommunications Business and Internet Service Provider was combined under one license. - Telecom Operation License Type 1 and 2 is now allowed to provide its service as long as services remain. The license will be in use for 5 years and renewed thereafter given that the licensee is still in business and has not breached the terms and conditions specified.

• Services 1. Domestic services 1.1) Domestic Private Leased Circuit (DPLC)

OptAsia Capital Company Limited Attachment page 3 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited The Private Leased Circuit provides a dedicated bandwidth to small, medium, or large-scale business enterprises that require utmost security and stability when sending and receiving their Internet data. Jastel’s network is monitored 24/7 by a team of telecommunication experts to protect our clients’ leased lines from any disruptions or outages, enabling efficient data communications between corporate branches located both domestically and/or overseas. Furthermore, network connectivity speed can be customized to suit user requirements, supported by various leading technologies such as SDH DWDM/ Ethernet over Synchronous Digital Hierarchy (EoSDH)/ MPLS, certified with MEF CE1.0 and CE2.0 to provide both Layer 2 (MPLS-VPN, Metro E) and Layer 3 (IP-VPN) services.

1.2) Corporate Internet service Jastel offers Internet connectivity to multiple Tier-1 IP Transit/Network Providers/Web Hosting and Content Providers around the world. This high-quality Internet network acts as an international Internet exchange hub for business enterprises that require high speed connectivity to the Internet domestically and globally. In addition, Jastel’s highly secure network is monitored 24/7 with a back-up link to avoid any service interruption in the event of network failures. Upload and download speeds can be customized and upgraded to suit business’ needs with guaranteed no bandwidth sharing with other users; therefore customers can be sure they have full bandwidth capacity of their chosen speed.

OptAsia Capital Company Limited Attachment page 4 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 1.3) Colocation and Data center service JasTel’s Data Center can accommodate diverse client requirements catered to fit their needs such as securely storing clients’ equipment known as Co-Location/ Web hosting or choosing our data center as a Disaster Recovery Location for backup of all data and information. Clients can choose to utilize our internationally standard premium-grade data center or our more economically cost-efficient grade, depending on preferred requirements. Our data center easily supports Business Continuity Management (BCM) for our clients due to our team’s expertise and facilities that meet the TIA 942 standard for procedures and applications such as power backup, environmental control, protection against fire. Furthermore, JasTel’s optimal data center location allows us to ensure protection from adverse effects of any natural disaster or political unrest.

2. International Services 2.1) IPLC (International Private Leased Circuit) International Private Leased Circuit (IPLC Service) or high speed internet service is provided for data communication between corporate branches located both domestically and/or overseas via SDH DWDM technology. Clients can lease high speed networks with speeds from 2 Mbps up to 10Gbps for a point-to-point transmission service of data content, voice, image and video. We can customize all client requirements to fit their business needs with a high-speed digital circuit transferred in a secure, stable and continuous service with protection from any network disruptions or outages. Suitable for corporate clients of small, medium, to large sizes as well as telecommunication providers and Internet providers.

OptAsia Capital Company Limited Attachment page 5 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

2.2) IEPL (International Ethernet Private Line) This service is similar to Jastel’s IPLC Service in all aspects with the exception that clients are able to specifically choose their network transmission speed to fit their required needs providing the most value for their service connection. For this service, end customer is connected through cable fiber optic by Ethernet over Synchronous Digital Hierarchy (EoSDH) technology with high reliability, stability, full bandwidth capacity, full protection on backbone, and 24/7 monitored by Network Operation Center.

OptAsia Capital Company Limited Attachment page 6 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2.3) MPLS-VPN / IP-VPN Service Clients who provide network services internationally and would like to extend their network services into Thailand can utilize Jastel’s International MPLS service. Certified with MEF CE1.0 and CE2.0 to ensure high standard of network security and stability when sending and receiving data, this service can provide both Layer 2 (MPLS-VPN) and Layer 3 (IP-VPN) with no cost of equipment and storage rental so that clients can customize bandwidth rental depending on user requirements. JasTel also provides round-the-clock network management by our experienced team of technicians.

2.4) IIG (International Internet Gateway) From Thailand, Jastel’s clients can have direct connectivity to the Internet globally via IIG (International Internet Gateway) to numerous leading Internet providers around the world, covering all international locations depending on business’ needs.

OptAsia Capital Company Limited Attachment page 7 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2.5) NIX (National Internet Exchange) Jastel offers domestic data connectivity via NIX (National Internet Exchange). This service acts as a meeting point of Internet Service Providers (ISPs) and Web Hosting in Thailand, enabling a more efficient use of international bandwidth when utilizing domestic websites. For Internet networking companies, NIX also allows improved performance and redundancy in network. Furthermore, this highly secure service is monitored 24/7 and protected by a back-up link to avoid Internet service interruption in the event of problematic network occurrences.

2.6) DIA (Dedicated Internet Access) Jastel provides premium-quality Internet service with utmost security. Upload and download speeds are guaranteed and the data transmission speed can be upgraded to suit each business’ individual needs.

OptAsia Capital Company Limited Attachment page 8 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2.7) Jastel-Google Workspace Google Cloud Workspace is the private connectivity path between Google Cloud and Users via Private Line/ Dedicate line riding on MPLS Technology from JasTel’s Integrated Networking. As such, Customers are able to direct access to Google Cloud Virtual Instance System – It benefits them with high security, powerful network stability, fast data transmission speed and less troubling in the internet bottleneck. With enterprise- grade, Customers can optimize the connectivity speed(bandwidth) in the range from 50Mbps to 10G capacity to drive their business for future growth.

3. Safety Services 3.1) DDOS (Distributed Denial of Service) Distributed Denial of Service (DDos), our Managed Security Services protection deliver by helping you maintain optimum availability and performance for your Information and Communication Technology (ICT) infrastructure. Evolve your security infrastructure beyond point solutions. Our defense in depth approach delivers increased understanding and visibility into your security infrastructure and higher levels of reusability for existing solutions. By reducing complexity, we deliver improved levels of security, with less demanding management requirements and lower costs.

OptAsia Capital Company Limited Attachment page 9 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

Internet service without DDOS detection system

internet service with DDOS detection system

• Marketing and competition 1) Competitive Strategy: JASTEL serves niche customers who have high purchasing power as well as service providers who want high quality products and services. JASTEL focuses on developing products and services of high quality and stability. A large-bandwidth network, supporting a wide variety of applications with DWDM / MPLS technology, and offering a Total Solution with affiliates and marketing partners. Marketing is carried out by the Direct Sale team to reach target customers. Sales promotion will be focused on various types of promotion for a specific group of customers along with public relations through various media.

OptAsia Capital Company Limited Attachment page 10 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited 2) Competition: Since the liberalization of international gateways in 2008, the telecommunication and internet market has become a fully perfect competitive market, as the NBTC's promotion caused the increasing number of service providers to provide more choices for consumers making the market more competitive.

• Procurement of products or services 1) According to JASTEL's business plan, JASTEL will rent as well as build fiber optic cable network in collaboration with domestic and international telecommunication network operators in the form of co-service and joint marketing activities, which will allow JASTEL to meet the needs of more target customers. 2) JASTEL selects and procures a signal device system, Including connecting devices for the Company's telecommunication services from suppliers with high quality and expertise whose are accepted in the telecommunication industry. For the fiber optic cable network and domestic distribution line rental, JASTEL operates as a business cooperation in order to jointly provide services to the customers with no restrictions on the service.

• Service standards JASTEL has been granted ISO 20000 and ISO 27001, which ensures the operating system is fully operational, with specialized employees and facilities that are in line with international standards TIA 942, such as backup power systems, Temperature and Humidity control systems and fire protection systems. - ISO 20000 is the international standard for IT service which focuses on the creation of a process whose goal is to manage IT services efficiently based on the needs of service providers to deliver good quality service to service users, personnel in corporate and customers or partners. - ISO 27001 is the international standard for Information Security Management Systems. This standard provides a prototype for risk assessment, security design and implementation including, information security management. ISO 27001 standard focuses on information protection to have 3 qualifications as follows: 1. Confidential: Protecting information accessibility in which information is only accessible by authorized persons and for those without authorization must not be able to receive such information. 2. Integrity: Protecting the correctness of information from being edited such as hacking the system to correct the information. 3. Availability: Building confidence that information systems are ready for use. - TIA-942 (Telecommunications Infrastructure Standard for DATA Centers Telecommunications Industry Association (TIA)) TIA-942 is the Data Center standard that requires a standardized design to cover comprehensive details including the selection of the location, architecture, Electrical system, mechanical and

OptAsia Capital Company Limited Attachment page 11 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited communications, etc. Telecommunications Industry Association (TIA), the association of representatives, manufacturers, and suppliers of communications networks in the United States, has set up a standard for data center classification based on engineering principles, air conditioning systems, electrical systems, safety and system availability rates. Data center classification has defined 4 TIERs, TIER 1 for beginning level, TIER 2, TIER 3, and TIER 4 for the highest level.

3. List of Shareholders List of Shareholders as of 23 April 2020 are as follows. Name Number of Shares Percent 1. Jasmine Submarine Telecommunications Company Limited 5,199,993 99.99987% 2. Mr. Terasak Jerauswapong 3 0.00006% 3. Mr. Songrit Kusomrosananan 1 0.00002% 4. Mr. Somboon Patcharasopak 1 0.00002% 5. Ms. Saijai Kitsin 1 0.00002% 6. Mr. Subhoj Sunyabhisithkul 1 0.00002% Total 5,200,000 100.00000% Note: Paid-up capital as of 31 December 2020 was THB 415 million with a par value of THB 100. Jasmine Submarine Telecommunications Co., Ltd. Is held 99.99 percent of the shares by JAS.

4. Board of Directors Board of Directors as of 18 January 2021 are as follows. No. Name Position 1 Mr. Somboon Patcharasopak Director 2 Mr. Terasak Jerauswapong Director 3 Mr. Subhoj Sunyabhisithkul Director Note: Directors who are authorized signatories of the company are any two signatures of directors with company’s seal shall bind the company.

5. Financial Highlight • Statement of Financial Position As of 31 December As of 31 December As of 31 December 2018 2019 2020 Statement of Financial Position THB THB THB Percent Percent Percent million million million Assets Current Assets Cash and cash equivalents 64.49 4.72% 34.58 2.74% 192.39 15.23%

OptAsia Capital Company Limited Attachment page 12 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited As of 31 December As of 31 December As of 31 December 2018 2019 2020 Statement of Financial Position THB THB THB Percent Percent Percent million million million Short-term investments - Deposits with financial institutions 2.08 0.15% 2.49 0.20% 3.03 0.24% Trade and other receivables 769.27 56.36% 726.53 57.52% 635.84 50.33% Short term loan to associated business 47.50 3.48% 47.50 3.76% 0.00 0.00% Undue input tax 9.08 0.67% 6.99 0.55% 17.69 1.40% Prepaid expenses 17.45 1.28% 21.78 1.72% 28.21 2.23% Other current assets 0.55 0.04% 0.54 0.04% 0.13 0.01% Total Current Assets 910.42 66.70% 840.43 66.54% 877.30 69.44% Non-Current Assets Deposit at banks held as collateral 0.05 0.00% 0.02 0.00% 0.02 0.00% Property, plant and equipment 438.24 32.11% 404.14 32.00% 367.43 29.08% Withholding income tax 0.15 0.01% 0.18 0.01% 0.18 0.01% Deposit 16.11 1.18% 18.28 1.45% 18.41 1.46% Total Non-Current Assets 454.55 33.30% 422.63 33.46% 386.05 30.56% Total Assets 1,364.97 100.00% 1,263.06 100.00% 1,263.35 100.00% Liabilities and Shareholders’ Equity Current Liabilities Trade accounts and other current payables 344.11 25.21% 172.56 13.66% 387.09 30.64% Short-term loan from associated business 0.00 0.00% 0.00 0.00% 177.00 14.01% Accrued corporate income tax 47.45 3.48% 0.99 0.08% 3.20 0.25% Undue input VAT 38.97 2.85% 30.51 2.42% 33.98 2.69% Other current liabilities 21.47 1.57% 16.75 1.33% 30.10 2.38% Total Current Liabilities 452.00 33.11% 220.81 17.48% 631.37 49.98% Non-Current Liabilities Reserves for employee benefits 31.60 2.32% 49.15 3.89% 44.71 3.54% Total Non-Current Liabilities 31.60 2.32% 49.15 3.89% 44.71 3.54% Total Liabilities 483.60 35.43% 269.97 21.37% 676.08 53.52% Shareholders’ Equity Share capital 5,200,000 shares of THB 100 each 520.00 38.10% 520.00 41.17% 520.00 41.16%

OptAsia Capital Company Limited Attachment page 13 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited As of 31 December As of 31 December As of 31 December 2018 2019 2020 Statement of Financial Position THB THB THB Percent Percent Percent million million million Paid-up capital 2,200,000 ordinary paid-up shares 220.00 16.12% 220.00 17.42% 220.00 17.41% 3,000,000 ordinary 65 percent paid-up shares 195.00 14.29% 195.00 15.44% 195.00 15.44% Retained Profit/(Loss) Allocated – Legal reserve 52.00 3.81% 52.00 4.12% 52.00 4.12% Unallocated 414.37 30.36% 526.09 41.65% 120.26 9.52% Total shareholders' equity 881.37 64.57% 993.09 78.63% 587.26 46.48% Total Liabilities and shareholders' equity 1,364.97 100.00% 1,263.06 100.00% 1,263.35 100.00%

• Statement of Profit and Loss

2018 2019 2020 Statement of Profit and Loss THB THB THB % % % million million million Income Income from services 1,654.62 99.22% 1,303.87 99.56% 1,384.88 99.67% Interest receivables 6.76 0.41% 1.27 0.10% 0.44 0.03% Other income 6.19 0.37% 4.51 0.34% 4.19 0.30% Total income 1,667.57 100.00% 1,309.64 100.00% 1,389.51 100.00% Expenses Cost of services 1,076.79 64.57% 1,026.25 78.36% 1,144.41 82.36% Service expenses 27.85 1.67% 29.94 2.29% 32.10 2.31% Management expenses 72.34 4.34% 110.57 8.44% 97.46 7.01% Total expenses 1,176.98 70.58% 1,166.76 89.09% 1,273.97 91.68% Profit before income tax 490.59 29.42% 142.88 10.91% 115.54 8.32% Income tax 95.30 5.71% 31.16 2.38% 21.29 1.53% Net profit 395.29 23.70% 111.72 8.53% 94.25 6.78%

OptAsia Capital Company Limited Attachment page 14 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

Attachment 2 Summary Information of Appraisal Report

OptAsia Capital Company Limited Attachment page 15 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Summary information of Appraisal Report of JASTEL

In evaluating the value of assets used as reference prices for the adjusted book value method, it is necessary to evaluate the asset to compare between the fair price and booked price. The discrepancy will be adjusted with Adjusted Book Value Approach. The Company hired an independent property appraiser, namely, 15 BUSINESS ADVISORY Company Limited ("the appraiser") which is an independent property appraiser approved by The Valuers Association of Thailand (“VAT”) and The Securities and Exchange Commission, Thailand (“the SEC”). In accordance with the report dated March 15, 2021, the appraisal of assets as of December 31, 2020 with the objective of preparing a report of the market value of the appraised property for public purposes. The appraiser evaluated the Company's core assets which are (1) land, (2) buildings and other constructions, (3) Equipment for operating communication network stations, and (4) Internet gateway service and co-location equipment, and other fixed assets. Assets of the Company are located in Bangkok and other provinces. Details of assets location are as follows:

• Location : Bangkok - Head office 5th - 6th and 7th Floor, Jasmine Building, Chaeng Watthana Road, Pakkred Subdistrict, Pak Kret District Nonthaburi Province - Phrakhanong Branch located at 17 Soi Chalerm Prakiat Rama IX Soi 28 Intersection 4, Chaloem Phra Kiat Rama IX Road, Dok Mai Sub-District, Prawet District, Bangkok • Location: 6 provinces, total of 8 locations - Hat Yai Branch 3 located at 100, Soi Asia 3, Hat Yai - Pattani Road (Tor Lor 43), Ban Phru Subdistrict, Hat Yai District, Songkhla Province. - Hat Yai Branch 4 located at 245/5 Moo 1, next to no name public road, Pokkhrong Phatthana 1 Road, separated from Sanambin-Lop Buri Ramet Road (TorLor 4135), Khuan Lang Subdistrict, Hat Yai District, Songkhla Province - Aranyaprathet Branch located at 199 Moo 6, unidentified soi, Ban Kilo Song Road, Pa Rai Subdistrict, Aranyaprathet District, Sa Kaeo Province - Mukdahan Branch located at 77/78 , next to no name public road, separated from Chayangkun Road (TorLor.212), Mukdahan Sub-District, Mueang Mukdahan District, Mukdahan Province - Nong Khai Branch located at 129 Moo 10, unidentified soi, Separated from road inside Nong Kham village, Nongkomkoh Subdistrict, Mueang Nong Khai district, Nong Khai Province - Maesot Branch located at Moo 7, next to no name public road, separated from Soi Petchaprong, Mae Sot- Phop Phra Road (Tor Lor 1090), Phra That Phadaeng Sub-district, Mae Sot District, Tak Province - Chiang Khong Branch located at Moo 10, unidentified soi, Ban Joko Road, Wiang Subdistrict, Chiang Khong District, Chiang Rai Province

OptAsia Capital Company Limited Attachment page 16 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited - Mae Sai Branch located at Moo 6, inside Saeng Kham village, Liab Klong Chonprathan Road, Mae Sai Subdistrict, Mae Sai District, Chiang Rai Province

Summary of appraisal price by type of assets are as follows:

(1) Land All pieces of land are owned by JASTEL with a small area of approximately 100 - 400 square wah together with small buildings and communications network, located especially in provinces close to the border of Laos, Myanmar, Cambodia and Malaysia and are mostly located in small streets or areas with low population density. The Appraiser had conducted a survey on 4-5 selected land in nearby areas for comparison. The Appraiser considered market comparative data to calculated and adjusted for the market value by giving a negative (-) rating when comparable market data is better than the property and give a positive (+) rating when comparable market data is worse than the property. Factors affecting land value include location, size and shape of land, entrance, public utilities, surroundings, legal and physical condition etc. The Appraiser had analyzed and calculated to compare the information to the assets. The land value was summarized from the Market Approach from 9 land locations, a land total area of approximately 4 rai 1 ngan 55.9 square wah with the appraisal price between 6,000 - 45,000 baht per square wah. The total appraisal price is THB 34.89 million. The appraisal price can be summarized according to the location of the land in Bangkok and other provinces as follows:

Area Price range Market Value Location (Square wah) (THB / Square wah) (THB million) Bangkok (1 Location) 348.00 45,000 15.66 Provincial (8 Locations) 1,407.90 6,000 – 18,000 19.23 Total appraisal price 34.89

Details of each location are as follows:

OptAsia Capital Company Limited Attachment page 17 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Land title Right of Encumbrances Branch Location Land area as per title deed Owner Utilization condition deed No. possession of land 100, Soi Asia 3, Hat Yai - Pattani One land plot of 1-1-41 rai 32349 JASTEL Freehold None Location for communication Hat Yai Branch Road (Tor Lor 43), Ban Phru (541 sq. wah) network station 3 Subdistrict, Hat Yai District, Songkhla Province. 245/5 Moo 1, next to no name One land plot of 0-1-98.4 rai 41106 JASTEL Freehold None Location for communication public road, Pokkhrong (198.4 sq. wah) network station Phatthana 1 Road, separated Hat Yai Branch from Sanambin-Lop Buri Ramet 4 Road (TorLor 4135), Khuan Lang Subdistrict, Hat Yai District, Songkhla Province 199 Moo 6, unidentified soi, Ban One land plot of 0-1-78.5 rai 12796 JASTEL Freehold None Location for communication Aranyaprathet Kilo Song Road, Pa Rai (78.5 sq. wah) network station Branch Subdistrict, Aranyaprathet District, Sa Kaeo Province 77/78 , next to no name public One land plot of 0-0-96 rai (96 36358 JASTEL Freehold None Location for communication road, separated from sq. wah) network station Mukdahan Chayangkun Road (TorLor.212), Branch Mukdahan Sub-District, Mueang Mukdahan District, Mukdahan Province

OptAsia Capital Company Limited Attachment page 18 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Land title Right of Encumbrances Branch Location Land area as per title deed Owner Utilization condition deed No. possession of land 129 Moo 10, unidentified soi, One land plot of 0-1-00 rai 29946 JASTEL Freehold None Location for communication Separated from road inside (100 sq. wah) network station Nong Khai Nong Kham village, Branch Nongkomkoh Subdistrict, Mueang Nong Khai district, Nong Khai Province Moo 7, next to no name public One land plot of 0-0-95 rai (95 31613 JASTEL Freehold None Location for communication road, separated from Soi sq. wah) network station Petchaprong, Mae Sot-Phop Maesot Branch Phra Road (Tor Lor 1090), Phra That Phadaeng Sub-district, Mae Sot District, Tak Province Moo 10, unidentified soi, Ban One land plot of 0-1-00 rai 31526 JASTEL Freehold None Location for communication Chiang Khong Joko Road, Wiang Subdistrict, (100 sq. wah) network station Branch Chiang Khong District, Chiang Rai Province Moo 6, inside Saeng Kham One land plot of 0-0-99 rai (99 57847 JASTEL Freehold None Location for communication village, Liab Klong Chonprathan sq. wah) network station Mae Sai Branch Road, Mae Sai Subdistrict, Mae Sai District, Chiang Rai Province

OptAsia Capital Company Limited Attachment page 19 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Land title Right of Encumbrances Branch Location Land area as per title deed Owner Utilization condition deed No. possession of land 17 Soi Chalerm Prakiat Rama IX Two land plot of 0-3-48.0 rai 57461 and JASTEL Freehold None Location for communication Soi 28 Intersection 4, Chaloem (348 sq. wah) 115370 network station Phrakhanong Phra Kiat Rama IX Road, Dok Branch Mai Sub-District, Prawet District, Bangkok

OptAsia Capital Company Limited Attachment page 20 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Map of Location of Asset Hat Yai Branch 3

OptAsia Capital Company Limited Attachment page 21 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Hat Yai Branch 4

OptAsia Capital Company Limited Attachment page 22 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Aranyaprathet Branch

OptAsia Capital Company Limited Attachment page 23 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Mukdahan Branch

OptAsia Capital Company Limited Attachment page 24 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Nong Khai Branch

OptAsia Capital Company Limited Attachment page 25 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Maesot Branch

Chiang Khong Branch

OptAsia Capital Company Limited Attachment page 26 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Mae Sai Branch

OptAsia Capital Company Limited Attachment page 27 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Phrakhanong Branch

OptAsia Capital Company Limited Attachment page 28 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited (2) Building and other constructions Most buildings and other constructions in provincial locations are small buildings about 18-40 square meters which are used for installation of network equipment, except buildings in Hat Yai Province and Phra Khanong District, which are larger than others, between 400 - 800 square meters. The Appraiser has applied Replace Cost New and use standard cost determined by the Valuer Association of Thailand. The construction costs are between 20,000 - 23,000 baht per square meter. The appraiser has also reviewed the construction drawings along with current information from the contractor as well. For the depreciation of buildings and other constructions, the Appraiser estimates physical obsolescence approximately 2% - 3% per year. For buildings and other constructions which are under construction, the Appraiser did not find physical obsolescence. For functional obsolescence and economic obsolescence, the Appraiser did not find any significant depreciation. Therefore, Depreciated Replacement Cost (DRC) for building and other constructions that have been completed and those under construction as of the valuation date, is equivalent to the market value of the appraised property. The detailed information of the building and other constructions of each branch are as follows:

Owner of Age Branch Details building (years) Hat Yai Branch Buildings consist of 4 items as follows: JASTEL 10 3 1. Office building: size 13.5 x 15.3 m., 2 floors, area 415 sq.m. 2. Backup power system building: size 4.2 x 4.3 m. area 18 Sq.m. 3. Storage building: size 5 x 7 m. area 35 Sq.m. 4. Parking garage: size 6.2 x 10.4 m. area 65 Sq.m. Other constructions consist of 4 items as follows: 1. Road: Reinforced concrete surface with drainage gutter, area 365 Sq.m. 2. Guardhouse: Steel frame with metal roof, size 1.35 x 1.35 m., area 3 Sq.m. 3. Fences and gates: - Fences consists of 2 types (1) 2.3 m. high and 150 m. long of reinforce concrete fence with color painted (2) 0.6 m. high and 36 m. long of ground beam-reinforce concrete fence - Gates: Braided steel gate 2 m. high, 6 m. long 4. Automatic gates: Stainless steel sliding door 2.3 m. high,7 m. long

OptAsia Capital Company Limited Attachment page 29 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Owner of Age Branch Details building (years) Hat Yai Branch Buildings consist of 2 items as follows: JASTEL 3 4 1. Office building: size 10.46 x 14.04 m. area 146 Sq.m. 2. Backup power system building: size 2.5 x 5.0 m. area 12 Sq.m. Other constructions consist of 2 items as follows: 1. Fences: 3 m. high and 110 m. long of reinforce concrete block with color painted 2. Gates: 2 Steel sliding doors 3 m. high, 5 m. long Aranyaprathet Buildings consist of 4 items as follows: JASTEL 4 - 5 Branch 1. Electrical and Signal Control Building: size 4 x 6 m. area 24 Sq.m. 2. Office building (Container): size 3 x 6 m. area 18 Sq.m. 3. Bathroom building: size 2 x 2 m. area 4 Sq.m. 4. Electrical and Signal Control Building (CBI Chonburi Branch): size 3 x 4 m. area12 Sq.m. Other constructions consist of 2 items as follows: 1. Open space, covered roof: Steel structure with metal roof size 4 x 4.5 m. area 18 Sq.m. 2. Fences and gates: - Fences consists of 3 types (1) 2.4 m. high and 72.5 m. long of reinforce concrete fence with color painted (2) 2 m. high and 19 m. long of chain link fence (3) 1.7 m. high and 29 m. of long barbed wire - Gates Steel braided door 2 m. high ,6 m. long Mukdahan Buildings consist of 4 items as follows: JASTEL 3 Branch 1. Electrical and Signal Control Building: size 4 x 7 m. area 28 Sq.m. 2. Office building: size 3 x 6 m. area 18 Sq.m. 3. Backup power system building: size 2.8 x 4.2 m. area 12 Sq.m. 4. Bathroom building: size 1.8 x 3.4 m. area 6 Sq.m. Other constructions consist of 2 items as follows: 1. Fences: consists of 2 types (1) 2.3 m. high and 81 m. long of reinforce concrete fence (2) 0.5 m. high and 1.5 m. of

OptAsia Capital Company Limited Attachment page 30 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Owner of Age Branch Details building (years) reinforce concrete fence with ground beam 2. Gates: Steel sliding door 2.3 m. high, 5 m. long Nong Khai Buildings consist of 4 items as follows: JASTEL 3 Branch 1. Electrical and Signal Control building: size 4 x 7 m. area 28 Sq.m. 2. Office building (Container): size 3 x 6 m. area 18 Sq.m. 3. Backup power system building: size 2.8 x 4.2 m. area 12 Sq.m. 4. Bathroom building: size 1.8 x 3.4 m. area 6 Sq.m. Other constructions consist of 2 items as follows: 1. Fences: consists of 2 types (1) 0.5 m. long and 1.5 m. high of reinforce concrete fence with ground beam on reinforced concrete fence 6 m. long (2) 2.3 m. high and 88 m. long of reinforce concrete fence with color painted 2. Gates: Steel sliding door 2.3 m. high, 5 m. long Maesot Branch Buildings consist of 4 items as follows: JASTEL 2 1. Office building: size 3 x 6 m. area 18 Sq.m. 2. Backup power system building: size 3 x 4 m. area 12 Sq.m. 3. Electrical and Signal Control building: size 4 x 7 m. area 28 Sq.m., 1.2-meter-high platform 4. Bathroom building: size 1.8 x 3.4 m. area 6 Sq.m. Other constructions consist of 2 items as follows: 1. Fences: consists of 2 types (1) 2.3 m. high and 65 m. long of reinforce concrete fence with color painted (2) 0.5 m. high and 1.5 m. of reinforce concrete fence with 6 m. high of ground beam 2. Gates: Steel sliding door 2.3 m. high, 5 m. long Chiang Khong Buildings consist of 3 items as follows: JASTEL 1 - 2 Branch 1. Electrical and Signal Control building: size 4 x 7 m. area 28 Sq.m. 2. Backup power system building: size 2.8 x 4.2 m. area 12 Sq.m. 3. Bathroom building: size 1.8 x 3.4 m. area 6 Sq.m. Other constructions consist of 2 items as follows:

OptAsia Capital Company Limited Attachment page 31 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Owner of Age Branch Details building (years) 1. Parking area: Reinforced concrete surface size 7 x 4 m. area 28 Sq.m. 2. Fences and gates: - Fences consists of 2 types (1) Plastered brick block on reinforced concrete fence 2.3 m. high, 69 m. long (2) Plastered brick block on ground beam reinforced concrete fence 0.5 m. high, and 1.5 m. high steel rod on 6 m. long reinforced concrete - Gates: Steel sliding door 2.3 m. high, 5 m. long Mae Sai Branch Buildings consist of 4 items as follows: JASTEL 2 1. Electrical and Signal Control building: size 4 x 7 m. area28 Sq.m., 1.2-meter-high platform 2. Office building (Container): size 3 x 6 m. area 18 Sq.m. 3. Backup power system building: size 2.8 x 4.2 m. area12 Sq.m. 4. Bathroom building: size 1.8 x 3.4 m. area6 Sq.m. Other constructions consist of 2 items as follows: 1. Open space, covered roof: Steel structure with metal roof, size 7.5 x 9 m. area 52 Sq.m. 2. Fences and gates: - Fences consists of 2 types (1) 2.3 m. high and 66 m. long of reinforced concrete fence (2) 0.5 m. high and 1.5 m. high of reinforced concrete on ground beam fence- Gates: Steel sliding door 2.3 m. high, 5 m. long Phrakhanong Buildings consist of 2 items as follows: JASTEL recently Branch 1. Communication building (Building 1): size 18.5 x 13.3 m. completed area 529 Sq.m. (with rooftop) 2. Communication building (Building 2): size 12.5 x 13.3 m. area 248 Sq.m. (with rooftop) Other constructions consist of 3 items as follows: 1. Road and open space surround building: Reinforced concrete with underground drainage system, area 315.00 Sq.m.

OptAsia Capital Company Limited Attachment page 32 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Owner of Age Branch Details building (years) 2. Fences: 2.3 m. high and 76 m. long of reinforced concrete fence 3. Gates: Steel sliding door 2.3 m. high, 6 m. long

The value of buildings and other constructions of 9 branches which can be summarized by type as follows: Total Replacement Depreciation Market Value Buildings area Cost New (%) (THB million) (Sq. m) (THB million) 1 Office building 1,529 2% 33.10 31.17 2 Electrical and Signal Control building 176 2% 3.79 3.58 3 Backup power system building 90 2% 1.20 1.12 4 Storage building 35 2% 0.21 0.17 5 Parking garage 65 2% 0.26 0.21 6 Bathroom building 34 2% 0.38 0.37 Total buildings value 1,929 38.94 36.61 Other constructions 1 Guardhouse 3 2% 0.03 0.02 2 Road and Parking area 778 2% 0.78 0.71 3 Fences and gates 951 2 - 3% 3.80 3.47 Total other constructions value 1,732 4.61 4.20 Grand Total 3,661 43.55 40.81

(3) Equipment for Communication network station By surveying the appraised property and examining property registration in the building category together with the summarized construction cost list received from JASTEL, there are also a list of assets in terms of equipment for communication network station and cost which are booked in the building category. The Appraiser has evaluated equipment for communication network station separately from the building by using the Cost Approach, by proposing a calculation based on the new replacement cost which calculated from new construction price. In addition, similar historical costs and property prices and other cost factors are also considered. However, the Appraiser was unable to find new replacement cost data from the above method. The appraiser will consider using the price index method based on the overall property performance by using database recorded from the accounting data that is the Original Cost adjusted from the industry index by the

OptAsia Capital Company Limited Attachment page 33 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited acquired year to adjust the value to the replacement cost new or reproduction Cost New. The service life of the communication network station operating equipment is between 5 - 15 years.

Details of Equipment for Communication network station are as follows:

Branch Details Hat Yai Branch Total of 6 items such as Electric transformer, Electric generator for field extension and 3 install meter, Electrical system, and Water supply system Hat Yai Branch Total of 6 items such as Cable 48C form Node-network, Electrical system, Air 4 conditioners, DC POWER SUPPLY, Ladder and ODF BOX Aranyaprathet - None - Branch Mukdahan Total of 9 items such as Cable network, Electric field extension and install meter, Branch Electrical systems, Air conditioners, Ladder, Emergency lamp and Office equipment Nong Khai Total of 13 items such as Cable 48C from Node-Thai–Lao Friendship Bridge, Riser, Branch Electrical system, water supply system, Air conditioners and Ladder Maesot Branch Total of 16 items such as Field extension and installation electric transformer fee, Node installation and repairment cable fee, Node International Gateway, Electrical systems installation and prepare equipment (Node) room, Field extension system survey expense, Electric transformer installation Chiang Khong Total of 8 items such as Cable installation and adjustment expense, Electrical systems Branch installation and prepare equipment (Node) room, Field extension for Node building expense, Field extension for water supply systems fee, Electrical systems, Air conditioners Mae Sai Branch Total of 4 items such as Cable network installation expense, Meter installation expense, Electrical and water supply systems Phrakhanong Total of 13 items such as Electric generator, Fire extinguishers, Cable and other Branch equipment

Details of Equipment for Communication network station which can be summarized by type as follows:

Replacement cost Market Value Items Amount (Items) new (THB million) (THB million) Electrical and water supply systems 42 9.00 6.25 Cable and installation expenses 17 2.73 1.89

OptAsia Capital Company Limited Attachment page 34 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Replacement cost Market Value Items Amount (Items) new (THB million) (THB million) Office equipment and other expenses 16 9.22 8.83 Total 75 20.95 16.98

(4) Equipment for Internet Gateway Service, Data Center and Other Fixed Assets Equipment for internet gateway service, data center, and other fixed asset of JASTEL are located in two locations in Bangkok which are head quarter office and Phra Khanong branch and also located in 8 location in 6 provinces which are Mukdahan, Nhongkai, Tak, Chiangrai, Songkla, Srakaew. Moreover, there are some fixed assets that were installed at the interconnection points and usage points. The appraised assets are equipment for internet gateway service, data center and other fixed assets which consists of an Improvement of Rental Area, Vehicle, Project Cost, NG-DWDM, Data Center, Land Optical Fiber Cable Network, IIG & NIX Center in total of 22,878 items. The useful life is between 3-14 years. In this appraisal, the appraiser considered from the information and usage characteristics of the assets. It can be concluded that the Cost Approach, which replacement cost can be calculated by new construction cost is the most appropriate approach to appraised assets. In addition, the appraiser has considered the cost of asset and price of a similar assets. In case that a replacement cost is not available, the appraiser will use price index of the assets and adjusted an original cost with an appropriate industry index from the acquisition year in order to get a replacement cost of new reproduction cost.

Summary value of equipment for internet gateway service, data center and other fixed assets.

Replacement Market No. of Type Detail Cost (THB Value (THB items Million) Million) Improvement Land Improvement and ready to build 2 - - area/1 finished wall fence Rental Space Improvement Workspace, security systems, 30 2.32 0.13 Improvement Curtain Furniture Multi-purpose table, computer desk, desk, 143 0.93 0.12 conference desk, chair, work, sofa, aluminium curtain, air conditioning, locker cabinet, steel cabinet, truck cart, shoe cabinet, document cabinet, etc.

OptAsia Capital Company Limited Attachment page 35 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Replacement Market No. of Type Detail Cost (THB Value (THB items Million) Million) Furniture Table, partition, chairs, opened cabinets, 786 3.34 0.51 (Admin) document cabinets, desks, computer desks, keyboard, mice, etc. Office Air conditioning, humidifier, water pump, 955 12.1 4.19 Equipment refrigerators, telephone, fire extinguisher, digital camera, emergency light, mobile phone, TV, satellite dish, vacuum cleaner, water sunction, barcode reader, fire tank, LCD Projector, lawn mower, CCTV, Power Supply + Battery, Card Reader, Magnetic Lock , Exit Switch No touch Office Mobile phones, printing machines, radio, 285 1.45 0.43 Equipment communication, thermos, television, (Admin) telephone, barcode readers, automatic coffee machines, air purifiers, microwaves, document destruction machines, fire extinguishers, chemicals, refrigerators, water dispenser Office Computer, Printer, and other related 622 11.63 3.94 Equipment equipment (Computer and Equipment) Office Hanging TV, Printer, Printer Ink 7 0.02 0.003 Equipment (Printer) Tools and Cabinet, Aegis Cyber rack, Rectifier 19,831 571.29 223.48 Equipment System, Communication Radio, Fluke Cable IR Rualification Tester, Sprayer, OTDR, Electric Meter AC-DC and humidity, Benzene Power Generator, Subrack, Switchmode, DC Power System, Router, EAS2, Battery, Rectifier SHELF, Rectifier

OptAsia Capital Company Limited Attachment page 36 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Replacement Market No. of Type Detail Cost (THB Value (THB items Million) Million) Module, Card, Plug-in type Probe, Multipurpose folding ladder Vehicles 26 cars 26 0.09 7.09 Project Cost 2 project costs (transferred from the 2 104.97 3.15 beginning of the project of JASTEL’s company group since 2007 Light Multiplex OptiX OSN 7500, OPtiX OSN 6800, 13 154.5 4.86 System (NG- iManager U2000-T, FiberHome PO.027/15, DWDM) WDM (Fonst3000), WDM (Fonst1000), DWDM-SEP10G, DWDM-XEP, XEP Module for SMF 10KM Data Center Construction and other related expenses, 65 152.97 52.72 renovation and improvement cost, an installation of electric system, power generator, air conditioner system, Rack 42U 60/100, DKSH Generator Set IDC Phase 3, Fire suppression system, Media Converter Chassis, Server 10 Unit, San Switch, HP- 6042 Rack 42U60/100CM, Cummins DKSH, Le Siam Cisco Switch, water draining for air conditioner system, water piping Land Optical Fiber optic cable 83 58.15 26.44 Fiber Cable Network IIG & NIX DELL R710 Rack Mount Server, CISCO 28 56.43 1.69 1000BASE-LXGBIC, Switch Catalyst 3560, Cisco Router 7609-S POP US, Cisco Core Switch, Line Card 10G 4 Port, 8-10 GBE Carrier Routing System 8 Port 10 G, Hardware spare parts service for 8 - 1 0 GBE, XENPAK 1 0 GBASELR+Optics Module, Cisco CRS-1 Modular Services Card Revision B, Hardware spare parts

OptAsia Capital Company Limited Attachment page 37 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Replacement Market No. of Type Detail Cost (THB Value (THB items Million) Million) service for CRS-MSC-B, 10G-40KM XFP module optical transceiver

Total 22,878 1,130.19 328.75 Total 328.70 Remark: 1/ Rental area improvement is shown in the appraisal report of building from 15 Business Consultant Company Limited, report number J20/64012(3/10)

A Summary Value Table of The Appraised Assets.

Assets The appraised value (THB Million) Land 34.89 Building and other construction 40.81 Equipment for Communication network station 16.98 Equipment for Internet Gateway Service, Data Center and Other Fixed Assets 328.70 Total 421.38

The opinion of the Independent Financial Advisor - Land: The IFA has an opinion that the appraisal of land by market comparison of the land in similar location is appropriate. For the reason that, it is an asset comparison which has similar characteristic, location and also has been adjusted by weighting average among several factors such as location, shape of land, facility, transportation of the appraised assets and market information. This results in the most up-to-date price and can reflect the asset’s value under current conditions as possible.

- Building The IFA has an opinion that the appraisal by using a current replacement cost of building and deducted by depreciation is appropriate. For the reason that, it is an appraisal of construction cost which are derived from standard cost of the valuer association of Thailand (“VAT”) and adjusted with a quality of material, then deducting with a depreciation. This results in the most up-to-date price and can be reflect the asset’s value.

OptAsia Capital Company Limited Attachment page 38 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

- Equipment for Communication network station and Equipment for Internet Gateway Service, Data Center and Other Fixed Assets The IFA has an opinion that the appraisal by a current cost approach and deducted by depreciation is appropriate and is the most up-to-date price and can be reflect the asset’s value.

OptAsia Capital Company Limited Attachment page 39 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited

Attachment 3 Industry Overview

OptAsia Capital Company Limited Attachment page 40 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited Industry Overview

Telecom service businesses are growing steadily, driven by the development of domestic telecommunication networks from government support and private investment resulting in number of mobile phone users of 129.6 million and 50.10 million of internet users in Thailand. However, the growth in demand in terms of number of users may not steadily increase as in the past due to a limitation of number of population. Therefore, operators will compete more on developing of 5G technology, which will be more convenient, increase speed in using voice and non-voice data to customers in order to attract customers from other companies into own network and to expand fixed broadband and high-speed internet to meet the lifestyle of the residential group by doing a combined package of fixed broadband and mobile phone service.

Regarding the main business operations of JASTEL, the details are as follows.

A. Data Usage of Domestic and International Bandwidth

A internet connection provider for National Internet Exchange (NIX) and International Internet Gateway (IIG) is required to obtain a Type 2 telecommunication business license from the NBTC, which there are approved 15 companies who can provide both NIX and IIG. In the exchange of internet information Bandwidth is very important in the internet and data transmission due to a larger data such as downloading media file or uploading videos on website which require high-speed bandwidth. This allows the transmission of information to be even faster. The data transfer rate or bandwidth in computer system means the maximum rate of data that can actually be transmitted at a given time through a middle equipment or network to another location such as copper cables, fiber optic cable etc. Bandwidth is measured in bit per second (bps), kilobits per second (kbps), and megabits per second (Mbps), which can be compared to the width of the road, that is, if the bandwidth is low, it is comparable to a narrow road causing low data rate when there is a lot of information. In the other way around, a high bandwidth can be compared to a wide road that help facilitated the data transmission easier and faster. Data usage of Internet Bandwidth from total bandwidth of internet service provider in Thailand can be divided into 2 categories which are; 1. Domestic Bandwidth is a total bandwidth of internet service providers that connected to National Internet Gateway (NIX). 2. International Bandwidth is a total of bandwidth of internet service providers that connected to International Internet Gateway (IIG) and internet service provider that directly connected to foreign country.

OptAsia Capital Company Limited Attachment page 41 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited A graph of Thailand Domestic and International Bandwidth (Quarterly from 2012-2020) Mbps

Source: http://internet.nectec.or.th/webstats/bandwidth.iir?Sec=bandwidth

A usage number of bandwidths has continuously increased both domestic and international. An average growth rate of domestic bandwidth from 2012-2020 is equal to 30.14 percent per year, as of December 2020, the number of domestic bandwidths is equal to 9,134,005 Mbps. For international bandwidth, an average growth rate is 53.78 percent per year, as of December 2020, the number of international bandwidths is equal to 14,144,148 Mbps.

B. Wholesale Broadband Access

Market Structure Wholesale Broadband Access is a service of fixed high-speed internet with a speed at least 256 kbps from an access point in the network (Point of Access) to the point that is closest to end user (Far End Network) through wireline access such as copper cable, fiber optic, power line communication, coaxial cable or wireless network such as fixed wireless network, satellite communication network and include an access network that located in a common area such as a building, an industrial estate, a condominium, etc. The scope of wholesale broadband access is geographically divided into 2 areas which are (1) Areas with one network operator, which could be from a depriving other provider or other providers decided not to provide the service due to an unprofitable investment. (2) Area with multi network operators.

OptAsia Capital Company Limited Attachment page 42 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited For a total of 77 telecommunication business licenses who have their own network and are permitted to provide broadband access services. 47 companies are operators with one telecommunication licenses and 30 are multi telecommunication licenses which mostly are an operator who serve through fiber optic networks.

Number of services and Revenue of wholesale broadband access

Source: Telecommunications Policy and Resources Management Bureau / Frost & Sullivan (Thailand)

As of the end of 3Q2020, there were 11.27 million THB fixed internet users, a 3.30 percent increase from the last quarter. The trend has continuously increased, at the end of the third quarter of 2020, the access rate is equal to 49.80 of total household, decreased from last quarter 0.29 percent. It was found that most of a connection of high-speed internet are fiber optical.

C. Data Center and Cloud Computing 1. Data Center Nowadays, data is more and more important, business compete with in-depth customer data to find marketing strategy to meet consumer needs more accurately. Whether it is marketing information, usage data, consumer behavior. As a result, organization begin to collect all relevant data, which results in a large increase in the amount of data and needs to keep it systematically to be able to take advantage of information quickly. Data Center facilitates organization to deploy servers, serves their clients and store customer databases with a well-designed and high security so that the server will online all the time even in the environment with problem such as power outages. Size of server varies depending on the amount of data used from small organization to large organization. It can be said that data center is the physical basis of big data, a system where massive amounts of data are gathered. Ready to use, analyze and be useful.

Big data is not just about a huge data but also the information in a various format of information and from various source both from computer system used in the organization, computer-controlled machinery and equipment, sensors that continuously generate and store information, mobile devices and social media used to

OptAsia Capital Company Limited Attachment page 43 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited communicate with each other anytime, anywhere. This information is generated in every second around the world both in office and daily life. Therefore, information technology both hardware, software and efficient network must be developed in accordance with the changes in information that occur so that data can be retrieved and analyzed in the most easily and efficient way.

Government and business sectors can gain benefit from analyzing big data in many prospects such as:

o Retail industry use data to analyze customer needs in all aspects or to classified customer groups for marketing plan, creating a campaign that always change and attracting customers to mostly use or buy their products in a highly competitive environment and more new channels coming in as option. o Telecommunication industry to analyze mobile phone network, client’s usage, brand switching tendency, apply the information to further add to the service and also analyze on data security for the benefit of customers and the public. o Finance industry to analyze customer’s need, customer group classification, risk and money fraud. o Science and Technology such as weather forecasting, water or analyzing data from various sensors in energy consumption. o Marketing Sector analyze information from social networks, analyzing information referring to product or organization’s brand finding new customers online. o Entertainment or Tourism sector is an analysis of the popularity of each service group, which is largely related to social media commentary. To organize interest-generating program or event that are relevant to the market’s interest at different times and target group that changed or differed. Therefore, in order to use the information more conveniently, organizations can use Cloud or Cloud Computing, which is a computer system that combines basic operating systems, computing systems, database systems, application and other related systems. (depending on the level of service of the cloud) that occurred to support the functionality of the data center service without any installation of hardware and software at their own office or set a server at data center of service provider which the user can use the service by connecting to Cloud Computing system through Internet or an efficient network.

2. Cloud Computing Cloud computing is a data storage and processing system that carries all the information up to a service provider’s system via internet and can be called out to use anytime with experts to take care of and manage everything for user. Cloud Computing is the allocation of the IT systems’ resource, both hardware and software to share in level of service by processing within the service provider’s system via internet which is a

OptAsia Capital Company Limited Attachment page 44 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited connection of multiple computers and work together. Each computer does not necessarily to have the same software hardware but can be used together as well as being able to manage the entire system via high-speed internet effectively. In the event that one server is damaged, it will not affect other server because the cloud computing system will automatically switch the processing from the damaged machine to the other and the service users can continue to provide information without being directly affected. Cloud computing can be classified by usage characteristics into 3 main categories: (1) Software as a Service (SaaS) It is the use or leased of software, application through internet by processing on the system of service provider. Thus, the users do not have to invest in computer system, hardware, or software without worrying about system administration cost because software will be run on the cloud from anywhere. The most familiar SaaS services such as Gmail, Google Docs or Google Apps, Microsoft 365 Personal (Office 365) as form of using through a web browser or mobile application, which can use documents, calculate, and create presentations without installing software on the tool. Software can be used on any device, anywhere, and easily share with others. The processing will be done on Google server of service provider, so the user does not need a machine with high processing power or a lot of storage space to work. (2) Platform as a Service (PaaS) For general application development that if a user wants to develop a complex web application running on a server or including mobile application that is processed on the server. Service user must set up a server, connect to network system and create an environment for testing on software and applications, such as installing database, web server, runtime, software library, various framework, etc. by themselves. Then, it might still have to write a lot of coding. For the PaaS service, the server provider provides all of these basic platforms for users immediately and quickly. (3) Infrastructure as a Service (IaaS) It is a service to use computer infrastructure like processor, storage system, network system in term of virtualization. The advantage is that user do not have to invest in these systems, flexibility to modify the organization’s IT infrastructure in any form and can be easily expanded. The scalability can be adjusted according to the growth of the organization and most importantly is reducing the complexity of care since the duty of care will be on the service provider. Cloud Management Services is now available as a service provider, who will be professional qualified by global cloud provider (GCP) like Google, Microsoft, Amazon and can serve customers with a full range of services from design (in line with customer’s business and needs), procure resources from GCP to provide service to customers, including after-sales such as having Service Level Agreement (SLA).

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3. Market Value For the information on the market value, the data communication service includes communication circuit both Ethernets Leased Line and MPLS, Data center and Cloud computing service, collected by the NBTC and The International Information Systems Research and Development Center Company Limited in 2017-2019 equal to 15,150 million THB, 15,445 million THB, and 16,036 million THB respectively. It is expected to be worth of 16,277 million THB in 2020. An annual growth rate of 1.95 percent, 3.83 percent and 1.50 percent, representing a three-year average of 2.43 percent per year. Data of year 2017-2020F as shown in the diagram as follows: Million THB 16,400 +1.5% 16,200 +3.8% 16,000

15,800

15,600 +1.9% 15,400

15,200

15,000 2560 2561 2562 2563F

After the COVID-19 epidemic situation and when the economy improves, demand will grow by leap and bounds due to an accelerating factor of the full digital transformation of the business. It is backed by 5G technology and driven by a shift in consumer behavior that is becoming more familiar with the use of the internet, which has led to more online trading. This can be seen from E-Commerce sales volume of 4.02 trillion baht in 2019, or an increase of 6.91 percent from 2018 with a total value of 3.76 trillion baht, which is an increase from the value of 2017. 2.76 trillion baht to 36.36 percent, with the majority of revenues from online sales of goods and services in the country, 91.29 percent. For 2021-2022, TMB Analytics expects the computer service provider will grow between 3-5 percent per year, supported by the following factors: 1) The digital transformation for both public and private sectors. 2) Business sector in adopting Cloud, Big data, AI, IOT technology 3) Growth of Smart Devices 4) Entrepreneurs want to use technology to increase demand for business software 5) Support Thailand 4.0 policy. The government sector, if considering demand, will find that the trend of demand is bright. But if you look at the supply side, you will find that there is a competition between different computer service providers. Will rise as

OptAsia Capital Company Limited Attachment page 46 The Opinion of the Independent Financial Advisor on Acquisition of Assets and Connected Transaction of Jasmine Telecom Systems Public Company Limited well Therefore, entrepreneurs who will be able to compete It must be a service that meets specific customer needs and has good after-sales service.

Source of Information: - Information and Communication Technology (ICT) business trend research, September 2020 by the TMB analytics Economic - Information published from the website of the NBTC (https://www.nbtc.go.th) - Information published from the website of the Electronic Transaction Development Agency (https://www.etda.or.th/th/)

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