(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