TQR Public : Notification of the Receipt of Amendment No.1 to the Tender Offer for the Securities (Form 247-4)

TQR 011/052022

May 26, 2022

Subject:	Notification of the Receipt of Amendment No.1 to the Tender Offer for the Securities
	(Form 247-4)
Attention:	President
	The Stock Exchange of Thailand
Enclosure:	A Copy of Amendment No.1 to the Tender Offer for the Securities (Form 247-4)

TQR Public Company Limited ("TQR" of "the Company") would like to inform that on May 26, 2022, the Company has received a copy of Amendment No.1 to the Tender Offer for the Securities (Form 247-4) from the offeror, namely TQM Corporation Public Company Limited, the details of which are set out in the Enclosure

Please be informed accordingly.

Yours Sincerely,

-Signature-

(Chanaphan Piriyaphan)

Chief Executive Officer

		(Translation)
		26 May 2022
Subject	:	Disclosure of Additional Information on the Tender Offer for the Securities of TQR Public Company Limited
To	:	Secretary-General of the Office of the Securities and Exchange Commission
		President of the Stock Exchange of Thailand
		Board of Directors and Securities Holders of TQR Public Company Limited
Reference	:	Tender Offer for the Securities of TQR Public Company Limited dated 5 May 2022

TQM Corporation Public Company Limited (the "Offeror" or the "Company") has submitted the Tender Offer for the Securities of TQR Public Company Limited ("TQR" or the "Business") on 5 May 2022 which Thanachart Securities Public Company Limited acts as a tender offer preparer for this matter (the "Tender Offer Preparer"). The Offeror and the Tender Offer Preparer would like to disclose the following additional information with regard to the tender offer of the Company where the additional information is in blue color and the deleted information is strikethrough:

1. Part 2 Page 2 Clause 1.2.1. Nature of Business

Revision

(1) Non-Life Insurance Brokerage Business

The Company, operates as a non-life insurance broker under TQM Broker, TJN Broker, andTrue Extra and Surebrub.com which are subsidiaries receiving brokerage licenses. All non-life insurance products are from insurers and approved by OIC. Product are selected from insurers in Thailand who have long-term partnership with the Company. The selected products are suitable for customers, credible, interesting, simple, and have a wide variety to choose from. We therefore can sell insurance products that can meet needs of targeted customers.

TQM Broker, TJN Broker, True Extra and Surebrub.com offer four types of insurance policies as follows.

1. Car insurance group (Motor) comprising of
   1.1) Compulsory Motor Insurance Group (Act)
   1.2) Voluntary Motor Insurance Group
2. Fire Insurance
3. Marine Insurance
4. Miscellaneous Insurance, such as property insurance, health insurance, travel insurance and etc.

1

(Translation)

(2) Life insurance brokerage business

Under the operation of TQM Life and True Life, the Company operates life insurance brokerage business: personal life insurance and group life insurance. All products sold by TQM Life and True Life are approved by the OIC and selected from leading insurance companies in Thailand who are our long-term partners.

In 2021, the Company has invested in 51% of True Extra and True Life to expand the non-life and life insurance market that will increase the growth opportunity for the Companies in the future through the purchase of shares from the existing shareholders of True Extra and True Life, who are not connected persons of the Group. and the remaining 49% shareholders of True Extra and True Life are not connected persons of the Group as follows:

	Shareholder	True Extra	True Life
	(%)	(%)
1.	TQM Corporation Public Company Limited	51.00	51.00
2.	Mr. Sittiban Boonsai	24.00	44.00
3.	Mrs. Chanthita Watcharakitipong	12.50	3.00
4.	Mr. Siwapong Watcharakitipong	12.50	2.00
	Total	100.00	100.00

2. Part 2 Page 7 Clause 1.2.5. Summary of the Tender Offeror's financial status and performance

Revision

The summary of the audited financial statements of the Tender Offeror for the year ended 31 December 2019-2021and three-monthperiod ended 31 March 2022 are as follows.

									Reviewed
									Financial
				Audited Financial Statements			Statements
						for the three-
				for the year ended on 31 December
	Consolidated financial statements					month period
									ended on 31
									March
				2019	2020	2021			2022
				Million Baht	Million Baht	Million Baht			Million Baht
Statement of Financial Position
Total Assets	4,256.96	4,953.91	4,436.40		4,593.05
					2

(Translation)

									Reviewed
									Financial
				Audited Financial Statements			Statements
						for the three-
				for the year ended on 31 December
	Consolidated financial statements					month period
									ended on 31
									March
				2019	2020	2021			2022
				Million Baht	Million Baht	Million Baht			Million Baht
Total Liabilities	1,906.70	2,554.26	1,425.81		1,430.01
Registered Capital	300.00	300.00	300.00		300.00
Paid-up Capital	300.00	300.00	300.00		300.00
Shareholders' Equity	2,350.26	2,399.65	2,676.37		3,163.04
Income Statement
Total Revenue 1/	2,783.83	3,3136.08	3,363.20		892.81
Total Expenses 2/	(2,276.6)	(2,614.08)	(2,472.77)		(681.66)
Net Profit	507.23	702.00	890.43		213.64
Earnings per share (Baht) 3/	1.690.85	2.341.17	1.48	0.36
Book value per share (Baht) 3/	7.403.92	7.314.00	7.734.46	5.27
Dividend per share (Baht) 3/	0.875	1.075	1.225		-

Source: The Company's financial statements are referenced from the website of the SET (www.set.or.th). Remarks:

1/ Total revenue consists of revenue from contract with customers, dividend income, gain from a bargain purchase, other income, other financial income

2/ Total expenses consist of costs of rendering of services, administrative expenses, share loss of associate accounted for using equity method, finance costs and tax income (expenses).

3/ Earnings per share (Baht), Book value per share (Baht), and Dividend per share (Bath) of 2021reflected the change of par value from Baht 1 . 00 (Number of issued and paid-up shares 300,000,000 shares) to Baht 0 . 5 0 per share (Number of issued and paid-up shares 600,000,000 shares).

3

(Translation)

3. Part 3 Page 2 Clause 1.3. Summary of the Business's financial status and performance

Revision

The summary of the Business's financial status and performance for the past 3 years with respect to the year ending on 31 December 2019, 2020, and 2021 and three-monthperiod ended 31 March 2022.

									Reviewed
									Financial
				Audited Financial Statements			Statements
						for the three-
				for the year ended on 31 December
	Separated Financial Statements					month period
									ended on 31
									March
				2019	2020	2021			2022
				Million Baht	Million Baht	Million Baht			Million Baht
Statement of Financial Position
Total Assets	126.88	212.98	547.36		576.26
Total Liabilities	72.40	111.49	88.15		85.75
Registered Capital	7.50	115.00	115.00		115.00
Paid-up Capital	7.50	85.00	115.00		115.00
Shareholders' Equity	56.27	101.46	459.21		490.51
Income Statement
Total Revenue	132.47	196.04	256.37		56.16
Total Expenses	(88.43)	(121.98)	(158.91)		(31.58)
Net Profit	44.04	74.06	97.46		24.63
Issued and paid-up shares (shares)	75,000	115,000,000	230,000,000		230,000,000
Earning per Share (Baht)	587.14	1.31	0.44		0.11
Book value per share (Baht)	750.27	0.60	1.99		2.13
Dividend per share (Baht)	600	0.575	0.318		-

Source: The Business's financial statements are referenced from the website of the SET (www.set.or.th).

Remarks:

1/ Total revenue consists of revenue from service revenue and other revenues

2/ Total expenses consist of service costs, selling and administrative expenses, share loss of associate accounted for using equ ity method, finance costs and tax income (expenses).

4