On November 12, 1993, MCOT and True Corporation Public Company Limited (formerly Telecom Asia Public Company Limited) entered into a memorandum of agreement for a joint venture for the provision of cable television services. Pursuant to its terms, TRUE agreed to set up a public company to operate a cable television business. On June 6, 1994, MCOT and TrueVisions Cable entered into a contract for the joint operation of subscription television services which was subsequently amended on September 7, 1994, November 9, 1994 and April 17, 1998. Pursuant to the agreement, TrueVisions Cable is permitted to operate subscription television on behalf of MCOT until December 31, 2019 and provide subscription television in Bangkok and elsewhere. In exchange, TrueVisions Cable pays MCOT 6.5% of the gross revenue derived from the operation of the subscription television business each year during the period of the concession as consideration for the agreement, subject to a minimum amount per annum. Subscription fees or other subscriber charges and the form of contracts with subscribers must be submitted to MCOT for prior clearance.

MCOT and the National Broadcasting Committee of the Prime Minister’s office regulate the programming content on TrueVisions’ channels, primarily monitoring what they deem to be excessive nudity, sexual content and violence. MCOT also monitors what it considers to be disparaging content aimed at Buddhism and the Royal Family in Thailand. MCOT generally sends written warnings to broadcasting entities when it believes that offensive content has been aired. The Board of Directors of TrueVisions believes that MCOT’s regulation of TrueVisions’ programming content is minimal, and to date TrueVisions has rarely received such written warnings.

On February 16, 1998, TrueVisions entered into various agreements for the acquisition of a 97.85% shareholding in TrueVisions Cable from Telecom Holding Public Company Limited, or Telecom Holding. Effective on May 4, 1998, TrueVisions combined its operations with the analog cable television business of TrueVisions Cable, an entity formerly owned by Telecom Holding. In connection with the combination, TrueVisions purchased a 97.9% shareholding in TrueVisions Cable from Telecom Holding. Meanwhile, Telecom Holding acquired a 49.5% shareholding in TrueVisions in order to consolidate the position of both TrueVisions and TrueVisions Cable in the Thai market and to rationalize the cost of providing a pay-TV service to subscribers in Thailand.

The new regulatory regime described above will change the broadcast media industry to a license based system. The Frequency Allocation Act and the Broadcasting Business Bill, which is still in draft, provide that NBC will be responsible for setting national broadcast media master plans, allocating frequencies relating to broadcasting, granting licenses to carry on broadcasting business and governing interconnection. NBC will take over the regulatory functions of PRD and MCOT, including the regulation and frequency management of PRD under the RTB Act.

Under the Frequency Allocation Act and the Broadcasting Business Bill, NBC will be responsible for issuing licenses for the provision of broadcasting services. There will be three categories of licenses: state, commercial and community license. The Broadcasting Business Bill empowers NBC to impose conditions and requirements on the issuance of licenses, such as qualification of applicants, scope of services, term of licenses and contribution to funds.