Common use of Investment in Subsidiaries Clause in Contracts

Investment in Subsidiaries. 9.1 Details of investment in subsidiaries as presented in separate financial statements are as follows: Company’s name Paid-up capital (In Thousand Baht) Shareholding percentage both directly and indirectly owned Cost (In Thousand Baht) As at June 30, 2022 As at December 31, 2021 As at June 30, 2022 As at December 31, 2021 As at June 30, 2022 As at December 31, 2021 (Percent) (Percent) JKN Global Content Pte. Ltd., USD 6.8 million USD 7.6 million 100 100 223,136 249,093 JKN Channel Company Limited 100,000 100,000 100 100 100,000 100,000 JKN News Company Limited 80,000 80,000 100 100 80,000 80,000 JKN IMC Company Limited 10,000 10,000 100 100 10,000 10,000 JKN MNB Company Limited 34,000 34,000 80.4 80.4 27,000 27,000 JKN Best Life Company Limited 500,000 500,000 100 100 1,049,983 1,049,983 MN Beverage Company Limited 93,000 93,000 60 60 77,360 77,360 Less: Allowance for impairment of investment in subsidiaries (6,000) (6,000) Total 1,561,479 1,587,436 9.2 Changes in investments in subsidiaries 9.2.1 On April 1, 2022, a subsidiary (JKN Best Life Company Limited) entered into an additional contract by adjusting the number of directors in JKN Hi Shopping Company Limited from 2 to 3 and registered additional directors with the Ministry of Commerce on April 30, 2022, making the subsidiary control JKN Hi Shopping Company Limited, so the status has changed from investment in joint ventures to a subsidiary. The value of acquired assets and the liabilities received from the shares of JKN High Shopping Company Limited as at April 30, 2022, which is the closest date to the business acquisition date, consisted of the following transactions: Information as at April 30, 2022. Assets Cash and cash equivalents 7,257 Trade and other receivables 5,522 Inventory 10,577 Value added tax receivable 12,810 Restricted bank deposits 406 Property, plant and equipment 6,510 Right-of-use assets 8,849 Intangible assets 3,219 Deferred tax assets 1,085 Other non-current asset Liabilities Trade and other payables 3,195 91,113 Loan from related party 10,000 Long-term loans from financial institutions 16,170 Withholding tax awaiting for submission 508 Value added tax awaiting for submission 335 Lease liabilities 8,899 Deferred revenue 77 Provision for long-term employee benefits 5,373 Net assets acquired (73,045) Less Non-controlling interest 49% 35,792 Net assets from the purchase (37,253) Goodwill 51,243 Compensation for purchase 13,990 Cash flows for the acquisition - net of cash and cash equivalents received 6,733 9.2.2 In the second quarter of 2022, subsidiary company, JKN Global Content Pte. Ltd. has reduced capital and returned capital to the Company in the amount of Baht 25.96 million. Presently the Company is currently in the process of valuation of the fair value of the assets acquired and liabilities received as at the acquisition date. This valuation is currently in the process of being prepared, which will be completed within the period of 12 months from the date of acquisition as stipulated in the financial reporting standards No. 3: Business Combinations. During this valuation period, the Company will retrospectively adjust the estimate previously recognized as at the acquisition date to reflect the additional information obtained regarding the facts and circumstances prevailing as at the acquisition date.

Investment in Subsidiaries. 9.1 Details of investment in subsidiaries as presented in separate financial statements are as follows: Company’s name Paid-up capital (In Thousand Baht) Shareholding percentage both directly and indirectly owned Cost (In Thousand Baht) As at June September 30, 2022 As at December 31, 2021 As at June September 30, 2022 As at December 31, 2021 As at June September 30, 2022 As at December 31, 2021 (Percent) (Percent) JKN Global Content Pte. Ltd., USD 6.8 million USD 7.6 million 100 100 223,136 249,093 JKN Channel Company Limited 100,000 100,000 100 100 100,000 100,000 JKN News Company Limited 80,000 80,000 100 100 80,000 80,000 JKN IMC Company Limited 10,000 10,000 100 100 10,000 10,000 JKN Drink Company Limited (formerly named JKN MNB Company Limited 69,000 34,000 34,000 80.4 80.4 27,000 88.70 80.40 52,000 27,000 JKN Best Life Company Limited 500,000 500,000 100 100 1,049,983 1,049,983 MN Beverage Company Limited 93,000 93,000 60 60 77,360 77,360 Less: Allowance for impairment of investment in subsidiaries (6,000) (6,000) Total 1,561,479 1,586,479 1,587,436 9.2 Changes in investments in subsidiaries 9.2.1 On April 1, 2022, a subsidiary (JKN Best Life Company Limited) entered into an additional contract by adjusting the number of directors in JKN Hi Shopping Company Limited from 2 to 3 and registered additional directors with the Ministry of Commerce on April 30, 2022, making the subsidiary control JKN Hi Shopping Company Limited, so the status has changed from investment in joint ventures to a subsidiary. As at September 30, 2022, the subsidiary had the account transactions adjustment. As a result, the value of the acquired assets and liabilities received from the shares of JKN Hi Shopping Company Limited presented as at April 30, 2022 had been changed from the presented as follows: The value of acquired assets and the liabilities received from the shares of JKN High Shopping Company Limited as at April 30, 2022, which is the closest date to the business acquisition date, consisted of the following transactions: Information as at April 30, 2022. Assets Original data New data Difference Cash and cash equivalents 7,257 3,427 (3,830) Trade and other receivables 5,522 5,522 - Inventory 10,577 10,577 - Other current assets 12,810 12,810 - Value added tax receivable 12,810 Restricted bank deposits 406 406 - Property, plant and equipment 6,510 5,449 (1,061) Right-of-use assets 8,849 7,222 (1,627) Intangible assets 3,219 3,219 - Deferred tax assets 1,085 1,189 104 Other non-current asset assets Liabilities Trade and other payables 3,195 91,113 3,195 84,895 - (6,218) Loan from related party 10,000 Long-term loans from financial institutions 16,170 10,000 - Withholding tax awaiting for submission 508 508 - Value added tax awaiting for submission 335 335 - Lease liabilities 8,899 7,797 (1,102) Deferred revenue 77 Provision for long77 - Other non-term employee benefits 5,373 current liabilities - 2,389 2,389 Net assets acquired (73,045) Less Non-controlling interest 49% 35,792 (74,528) (1,483) Net assets from the purchase (37,253) (38,009) (756) Goodwill 51,243 51,999 756 Compensation for purchase 13,990 13,990 - Cash flows for the acquisition - net of cash and cash equivalents received 6,733 9.2.2 In the second quarter of 2022, subsidiary company, JKN Global Content Pte. Ltd. has reduced capital and returned capital to the Company in the amount of Baht 25.96 million. 6,733 10,563 3,830 Presently the Company is currently in the process of valuation of the fair value of the assets acquired and liabilities received as at the acquisition date. This valuation is currently in the process of being prepared, which will be completed within the period of 12 months from the date of acquisition as stipulated in the financial reporting standards No. 3: Business Combinations. During this valuation period, the Company will retrospectively adjust the estimate previously recognized as at the acquisition date to reflect the additional information obtained regarding the facts and circumstances prevailing as at the acquisition date. 9.2.2 In the second quarter of 2022, subsidiary company, JKN Global Content Pte. Ltd. has reduced capital and returned capital to the Company in the amount of Baht 25.96 million. 9.2.3 On July 8, 2022, JKN MNB Company Limited (the“Subsidiary”) of which the Company holds shares in the Subsidiary of 51% of the registered capital, has resolved to approve the capital increase from the existing registered capital of Baht 34,000,000 (340,000 shares with a par value of Baht 100 each) to the new registered capital of Baht 59,000,000 (590, 000 shares with a par value of Baht 100 each) by issuing the newly issued shares of 250,000 shares with the subscription price of Baht 100 each to the existing shareholders. After capital increase, the Company has directly shareholding ratio of 71.76% and indirectly holds the Subsidiary share through MN Beverage Company Limited in the shareholding ratio of 16.94% of total paid -up capital. In addition, the subsidiary has charged its name from JKN MNB Company Limited to JKN Drink Company Limited which the subsidiary has registered the capital increase and amended the Memorandum of Association to be consistent with the increase of registered capital and has completed the registration of the name change as detailed above with the Department of Business Development, the Ministry of Commerce on July 8, 2022.