Opinion of the Independent Financial Advisor on the Asset ......Opinion of the Independent Financial Advisor on the Acquisition Transaction of Ordinary Shares of IGEN Engineering Company

Opinion of the Independent Financial Advisor on the Asset Acquisition

Transaction of Ordinary Shares of IGEN Engineering Company

Limited

For

Dimet (Siam) Public Company Limited

Prepared by

25 May 2018

Opinion of the Independent Financial Advisor on the Acquisition Transaction of Ordinary Shares of IGEN Engineering Company Limited- English Translation only

Table of Contents Summary of the Independent Financial Advisor’s Opinion .............................................................................................. 1 Summary of Transaction Fair Values ................................................................................................................................. 2 Summary of the Independent Financial Advisor’s Overall Opinion ............................................................................... 4

Part 1 Asset Acquisition Transaction 1. General Characterisitc, Type, and Size of the Transaction

1 Date of the Transaction ....................................................................................................................................... 6 2 Relevant Parties and Relationship with the Company .................................................................................... 6 3 General Characteristics of the Transaction ...................................................................................................... 7 4 Details of Assets to be acquired .......................................................................................................................... 8 5 Total Value of Consideration and Payment .................................................................................................... 28 6 Value of Assets to be acquired .......................................................................................................................... 29 7 Criteria to determine the Value of Consideration .......................................................................................... 29 8 Expected Benefits to the Company ................................................................................................................... 29 9 Sources of Fund used for the Asset Acquisition Transaction ........................................................................ 29 10 Conditions for entering into the Transactions ................................................................................................ 30 11 Benefit Protection Policy of the Company ....................................................................................................... 30 12 Short, Medium, and Long Term Business and Investment Plan of the Company After the Completion

of Acquisition of IGE’s Ordinary Shares ........................................................................................................ 31 13 Summary of Key Factors and Conditions for Acquisition of IGE’s Ordinary Shares .............................. 31 14 Rights and Duties of Shareholders, and Roles and Duties of Each Group of Shareholders to Each Other, to IGE, and to IGP ............................................................................................................................................. 32 15 Opinions of Board of Directors of the Company Regarding Entering into the Transaction .................... 33 16 Opinions of Audit Committee and/or Director of the Company that differs from Opinions of Board of Directors of the Company as mentioned in section 15 ................................................................................................ 34

Part 2 Rationales of the Transaction A Background and Objective of the Transaction ............................................................................................... 36 B Sources and Adaquacy of Fund ....................................................................................................................... 37 C Benefit Protection Policy of the Company ....................................................................................................... 38 D Market and Competition Analysis of Busduct Business ................................................................................ 39 E Accounting Mathod ............................................................................................................................................ 41 F Liabilities of enterprise or related person ....................................................................................................... 43 G Benefits, Cons, and Risk of Entering into the Transaction ........................................................................... 44

Part 3 Valuation and Conditions of the Transaction Valuation and Conditions of the Transaction ............................................................................................................. 50 Summary of Transaction Fair Values .......................................................................................................................... 91 Summary of the Independent Financial Advisor’s Overall Opinion ........................................................................ 92

Part 4 Annex Information of Dimet (Siam) Public Company Limited (DIMET) ........................................................................... 95 Information of Busduct ................................................................................................................................................ 106 Details of appraised assets of land and buildings by K.T. Appraisal Company Limited .................................... 109 Details of appraised assets of vehicles, tools, and equipment by K.T. Appraisal Company Limited ................ 117 Details of appraised assets of machine in solar power industry by K.T. Appraisal Company Limited ............ 122


Abbreviations and Definitions

SEC, The Office of SEC Securities and Exchange Commission

SET, The Stock Exchange Stock Exchange of Thailand

The Company, DIMET Dimet (Siam) Public Company Limited

IGE, IGEN IGEN Engineering Company Limited

IGE Group, the Company and its

subsidiaries

IGEN Engineering Company Limited and its subsidiaries

Independent Financial Advisor JVS Financial Advisory Company Limited

ES, Seller Electric Solutions (S) PTE. LTD.

ES is a limited company under the laws of Singapore. The company was

established on August 25, 2016 with the registration number of 201623193M.

its head office is located at 1 Pemimpin Drive # 03-06 One Pemimpin,

Singapore. ES is engaged in import and export of equipment used for

Electrical Power Systems including research and development to further

expand the investment in electrical engineering, electronic products and

electrical engineering consultancy.

IGP IGEN Powertech Company Limited, the IGP’s 51% shares owned by IGE as

of February 20, 2017

SBG1 Siam Bio Generation 1 Company Limited, the SBG1’s 100% shares owned by

IGE as of July 20, 2016

The Information Memorandum of the

Transaction

The Information Memorandum of the Acquisition Transaction of Dimet

(Siam) Public Company Limited

The Transaction The Acquisition Transaction of the Asset Acquisition Transaction of ordinary

shares of IGEN Engineering Company Limited

CLMVT CLMVT Countries consisting of Cambodia, Laos, Myanmar, Vietnam and

Thailand


No. Jor 046/2561

May 25, 2018

Subject : Opinion of the Independent Financial Advisor on the Acquisition Transaction of Dimet (Siam) Public Company Limited

To : Audit Committee and Shareholders Dimet (Siam) Public Company Limited

Refer : 1) Resolutions of the Board of Directors’ Meeting No. 3 /2 0 1 8 of Dimet (Siam) Public Company Limited held on

April 18, 2018

2) The Information Memorandum of the Acquisition Transaction of Dimet (Siam) Public Company Limited

announced on the website of Stock Exchange of Thailand ( www.set.or.th) on April 19, 2018 and the amendment

later on

3) Capital Increase Report Form ( Form F53- 4) of Dimet (Siam) Public Company Limited dated April 18, 2018 and

the amendment later on

4) Audited Financial Statements of Dimet (Siam) Public Company Limited and its subsidiaries, audited by Grant

Thornton Company Limited, for the periods ended June 30, 2015, June 30, 2016, and June 30, 2017 and Reviewed

Financial Statements of Dimet (Siam) Public Company Limited and its subsidiaries, reviewed by Grant Thornton

Company Limited, for the periods ended December 31, 2017 and March 31, 2018.

5) Financial Statements of IGEN Engineering Company Limited and its subsidiaries, audited by CWWP Company

Limited, for the periods ended December 31, 2015, December 31, 2016, and December 31, 2017

6) Financial Statements of IGEN Powertech Company Limited, audited by CWWP Company Limited, for the periods

ended December 31, 2015, December 31, 2016, and December 31, 2017

7) Financial Statements of Siam Bio Generation 1 Company Limited, audited by CWWP Company Limited, for the

periods ended December 31, 2015, December 31, 2016, and December 31, 2017

8) Company Certificate, Memorandum of Association and other documents, including interviews with the

management of Dimet (Siam) Public Company Limited, IGEN Engineering Company Limited, and its subsidiaries,

concerned advisors and related staff of IGEN Powertech Company Limited and its subsidiaries.

http://www.set.or.th/


Disclaimers:

1) The study results and opinions, rendered by JVS Financial Advisory Company Limited (“Independent Financial

Advisor” or “JVS FA”) in this report, are based on information and assumptions obtained from the management of

Dimet (Siam) Public Company Limited, IGEN Engineering Company Limited, and its subsidiaries and also on

publicly disclosed information available in websites of the Office of the Securities and Exchange Commission

(www.sec.or.th) and of the Stock Exchange of Thailand (www.set.or.th). This English version report is merely

translation report only. Original thai version report shall be prevailed.

2) The Independent Financial Advisor assumes no responsibility for profit or loss and any impact arising from the

Transactions and/or future performance arising from the Transaction.

3) The Independent Financial Advisor's study was conducted by using knowledge, skills, and cautions, based on sound

professional practices.

4) The Independent Financial Advisor determined and gave the opinions on the transactions based on current situations

and information available to our knowledge. Any material adverse change and effect of the situations and

information may affect the opinions provided herein by the Independent Financial Advisor.

5) The opinion report of the Independent Financial Advisor proposed to the Board of Directors, the Audit Committee

and the shareholders of Dimet (Siam) Public Company Limited is not relevant to accomplishment of Dimet (Siam)

Public Company Limited for entering into the Asset Acquisition Transaction, and future performance of IGEN

Engineering Company and its subsidiaries.


Scope of the Report The report of the Independent Financial Advisor on the DIMET’s Asset Disposal and Acquisition

Transaction is conducted with the objective to provide appropriate information of the Asset Acquisition Transaction and rationales to accept and/or rationales to reject the Transaction for the Company’s shareholders to consider entering the Transaction. The report and responsibility of the Independent Financial Advisor have scope and limitation as follows:

1. The Independent Financial Advisor has only a duty to prepare the report of the Independent Financial Advisor’s opinion on the DIMET’s Asset Acquisition Transaction solely. The Independent Financial Advisor is neither the Company’s financial advisor to enter the Asset Acquisition Transaction nor the Company’s financial advisor to secure sources of fund for the Transaction.

2. The Independent Financial Advisor obtained information from the management of the Company, IGE, and its subsidiaries, however, the Independent Financial Advisor does not guarantee correctness and completeness of the information. Thus, the report of the Independent Financial Advisor’s opinion on the Asset Acquisition Transaction is based on the assumption that obtained information and documents are correct and complete.

3. The report of the Independent Financial Advisor’s opinion on the Asset Acquisition Transaction has the objective to be an information for the Company’s shareholders’ consideration, nonetheless, the shareholders shall review the Company’s other information for their thorough consideration.

4. The report of the Independent Financial Advisor’s opinion on the DIMAT’s Asset Acquisition Transaction does not intend to influence the share price of the Company or its subsidiaries.


1

Summary of the Independent Financial Advisor’s Opinions Transaction Background

According to the resolution of the Board of Directors’ Meeting No. 3 /2 0 1 8 of Dimet (Siam) Public Company Limited (“The Company”) held on April 18,2018 has considered and approved of the Company to propose the shareholders' meeting to approve the acquisition of existing ordinary shares of IGEN Engineering Company Limited (“IGE”) from Electric Solutions (S) PTE. LTD. (“ES”) with the amount of 3 7 8 ,0 00 shares, which equal to 1 4 % of the total paid-up shares of IGE with settlement price not exceeding 480 Baht per share totaling value of consideration not exceeding 181,440,000 Baht. The acquisition of IGE's existing ordinary shares will occur only as the condition below.

(1) The Company has been approved by the shareholders' meeting to purchase the IGE's existing ordinary shares. (2) The Company has been approved by the shareholders’ meeting to increase the registered capital of the

company. By issuing and offering ordinary shares to the existing shareholders of the Company according to the proportion of shareholding (Rights Offering).

The acquisition of IGE's existing ordinary shares is an acquisition of assets with a total transaction size equal to 91.52% based on the Criteria of Total Value of Consideration, which is the criteria resulting the highest value. In addition, the Company does not have any assets acquisition or disposal transaction during the 6 months prior to this transaction date. The acquisition of IGE shares is classified as Class 1 transaction equal to or higher than 50% but lower than 100% according to the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled 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 entitled Disclosure of Information and Other Acts of Listed Company concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (collectively called, "Notification of Acquisition and Disposition of Assets").

By acquiring IGE existing ordinary shares, the Company is required to: (1) Disclose of information memorandum regarding Class 1 transaction to The Stock Exchange of Thailand

(“SET”) under the Notification of Acquisition and Disposition of Assets, and (2) Hold a shareholders’ meeting of the Company to approve the acquisition of IGE's existing ordinary shares,

the shareholders have to approve the entering into the transaction with the votes of not less than three-fourths of the total votes of the shareholders who attend the meeting and have the right to vote by exclude the votes of the shareholders who have conflict of interest.

Since the Company will use the proceeds from the issuance and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) to pay for the existing ordinary shares of IGE, the approval of the shareholders' meeting of the acquisition of IGE’s existing ordinary shares and the increase of the registered capital of the Company by issuing and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) are considered as related conditions. If any of the issues are not approved by the shareholders’ meeting, the other issue approved by the shareholders' meeting will be abolished and there is no further consideration of other related issues.


2

Benefits, Cons, and Risks of the Transaction (Please find additional details in section 2 “G. Benefits, Cons, and Risks

of the Transaction”)

Benefits of the Transaction

1. Distribution channel expansion

2. Risk diversification

Cons of the Transaction

1. Lack of business control

Risk factors of the Transaction

1. Risk from adequacy of fund

2. Risk to be required to comply for the Backdoor Listing regulations

3. Risk from dilution of shareholding portion

Summary of Transaction Fair Values

Table comparing the share prices of IGE and its subsidiaries by the valuation approaches

Valuation Approaches Value

(million Baht)

Value based on the

Transaction Portion

of 14%

(million Baht)

Remarks

1. Book Value Approach 97.29 13.62 Not appropriate

2. Adjusted Book Value Approach 276.67 38.73 Not appropriate

3. Historical Market Price Approach Cannot be evaluated

4. Market Comparable Approach

4.1. Price to Book Value Ratio Approach

491.56 – 568.44 68.82 – 79.58 Not appropriate

4.2. Price to Earnings Ratio Approach Cannot be evaluated

5. Discounted Cash Flow Approach 1,114.29 - 1,626.65

(Base case =

1,314.47)

156.00 – 227.73

(Base case = 184.03)

Appropriate

Value of the Asset Acquisition

Transaction

not exceed

1,296.00

not exceed 181.44


3

Summary of the fair value of the shares of IGE and its subsidiaries

Appropriate Valuation

Approach

Value based on the

Investment Portion

of 14% (1)

(million Baht)

Investment Portion

of 14% (2)

Difference

(1) - (2)

(million Baht) (million Baht)

Discounted Cash Flow Approach

(DCF) 156.00 – 227.73 181.44 (25.44) – 46.29

The Independent Financial Advisor has an opinion that the appropriate valuation approach for evaluating the

share value of IGE and its subsidiaries is the Discounted Cash Flow Approach (DCF) which provides the price range of

approximately 156.00 – 227.73 million Baht.


4

Summary of the Independent Financial Advisor’s Overall Opinion

Based on the consideration factors said above, the Independent Financial Advisor deems that the shareholders

should approve the Asset Acquisition Transaction because the value of the Transaction to acquire 14% of the total shares

of IGE and its subsidiaries of not exceed 181.44 million Baht, which has been approved by the Company’s Board of

Directors on April 18, 2018, is in the fair value range evaluated by the Independent Financial Advisor of approximately

156.00 – 227.73million Baht. Therefore, the Independent Financial Advisor opines that the price is appropriate. Moreover,

the Independent Financial Advisor has also considered impacts, benefits, and cons that may occur from the Transaction as

follows:

If the shareholders’ meeting of the Company approves the Asset Acquisition Transaction, the Company will

invest in IGE and its subsidiaries in the portion of 14%, as the result, the Company will not have a control in IGE and its

subsidiaries such as managing and/or setting important policies in IGE and its subsidiaries, for example, dividend payment,

capital increase, etc. Furthermore, the Company will not be able to consolidate operating performance of IGE and its

subsidiaries into the Company’s consolidated financial statements. In addition, the Company will have risks related to

shareholding dilution because the size of the Transaction has the maximum value of 91.52%, thus, the Company has a risk

or limitation for additional investment in the cases of increase its holding portion and/or future capital increase of IGE

including the size of the Transaction, the additional IGE’s share acquisition in the future may be subject to comply with

the Backdoor Listing regulations which requires the Company to propose the transaction to the Stock Exchange in

accordance with the SET’s regulations regarding an acceptance of ordinary shares as listed securities promptly and to

conduct a shareholders’’ meeting of the Company in order to approve to enter into the transaction.

However, the Independent Financial Advisor believes that the investment in IGE and its subsidiaries will help to

diversify risks from the Company’s current industrial coating business, which has operating losses in previous years, and

may add the Company’s product distribution channels in the future. The IGE’s power transmission business, the IGP’s

major business related to busduct production and distribution, and the SBG1’s renewable energy business will generate

more revenues in the future and have performance that can provide appropriate returns.

In summary, regarding the benefits, risks, and other factors with positive and negative impacts, those negative

effects are not sufficient to deviate the opinion of the Independent Financial Advisor to oppose the Company’s Board of

Directors’ approval to enter into the Asset Acquisition Transaction. Based on the price factor and rationales of the

Transaction, the Independent Financial Advisor deems that the shareholders should approve the Company’s Asset

Acquisition Transaction.


5

Part 1

Asset Acquisition Transaction


6

1) Transaction Details according to the Information Memorandum of the Asset Acquisition of the Company is

as follows.

1. Date of the Transaction The Company will purchase IGE’s existing ordinary shares from ES after the Company receives the

approval of the Extraordinary General Meeting of Shareholders No. 1/2018 to be held on June 15, 2018 for the

issuance and offering new ordinary shares to the existing shareholders in proportion to their shareholding (Rights

Offering) and the Company has completed the allotment of those additional shares. The Company expects to

complete the acquisition of IGE’s existing ordinary shares by September 30, 2018.

2. Relevant parties and relationships with the Company Buyer : Dimet (Siam) Public Company Limited Seller : Electric Solutions (S) PTE Company Limited

Remark : ES is a limited company under the laws of Singapore. The company was established on August 25, 2016 with the registration number of 201623193M. its head office is located at 1 Pemimpin Drive # 03-06 One Pemimpin, Singapore.

ES is engaged in import and export of equipment used for Electrical Power Systems including research and development to further expand the investment in electrical engineering, electronic products and electrical engineering consultancy.

Seller’s Shareholders 1) Chua Lee Hua Francis 20 % 2) Regosa Flavio 80 %

Directors of the Seller’s Company

1) Chua Lee Hua Francis 2) Regosa Flavio 3) Toh Kok Leong, Frank

The Seller is not a connected person according to the Notification of the Capital Market Supervisory

Board No. Tor.Jor. 21/2008 entitled Rules of Connected Transaction and Notification of The Board of Governors

of The Stock Exchange of Thailand entitled Disclosure of Information and Other Acts of Listed Companies

Concerning the Connected Transactions, 2003 (including amendments).


7

3. Characteristics, Type, and Size of the Transaction The Company will purchase the existing ordinary shares of IGEN Engineering Company Limited from

Electric Solutions (S) PTE. LTD. (“ES”). Details are shown below.

Seller : Electric Solutions (S) PTE. LTD.

Number of shares purchased: 378,000 shares (14% of the paid-up shares of IGE)

Price : 480 Baht/share

Purchase Value : 181,440,000 Baht

The calculation of the transaction size is in accordance with the Notification of Acquisition or

Disposition of Assets by referring to the Company’s 6-month consolidated financial statements ended December

31, 2017 and the IGE’s consolidated financial statements ended at December 31, 2017. The 4 calculation criteria

have details as follows:

Financial Data for the Calculation

DIMET Unit: Baht IGE Unit: Baht Total Assets 198,259,672.00 Total Assets 478,332,478.55 Intangible Assets 389,651.00 Intangible Assets 67,141.01 Deferred Tax Assets 12,769,182 Deferred Tax Assets 3,160,628.50 Total Liabilities 90,303,435.00 Total Liabilities 315,080,985.61 Goodwill 0.00 Goodwill 14,116,234.54 Minority Interest 50,108.00 Minority Interest 65,965,273.79 Tangible assets - Net 94,747,296 Tangible assets - Net 79,942,215.10

Calculation Criteria

Calculation Criteria Calculation Formula Size (%)

1) Criteria on net tangible assets

(NTA of invested company x Proportion acquired)/ NTA of the listed company = (79,942,215.10x14%) /94,747,296*100

11.81

2) Criteria on net profit Cannot be calculated since the company had loss. - 3) Criteria on total value

of consideration Value of consideration/Total assets of the listed company = 181,440,000/198,259,672*100

91.52

4) Criteria on comparison value of securities

Cannot be calculated since there is no share issued to pay for assets

-


8

The transaction has the maximum transaction size based on the criteria on total value of consideration equal to 91.52%. Nonetheless, the Company has no acquisition or disposition transaction of any other assets that occurred during 6 months prior to the transaction date. Hence, the total transaction size equals to 91.52%. Therefore, the Company applies the criterion on total value of consideration as the size of the Transaction. As the result, the acquisition of IGE's existing ordinary shares is classified as Class 1 according to the Notification of Acquisition or Disposition of Assets. The Company is responsible to disclose the Information Memorandum of the Asset Acquisition Transaction to the SET and to request for an approval to enter into the Transaction from the shareholders’ meeting of the Company with affirmative votes of not less than three-fourth of the votes attending the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of interest. The invitation letter to the shareholders’ meeting must be provide information memorandums at least as required in the Notification of Acquisition or Disposition of Assets including opinions of an independent financial advisor.

4. Details of the Purchased Assets The Company will purchase the existing shares of IGE from ES (registered in Singapore). IGE is a

company registered under the Civil and Commercial Code, as a juristic person of a limited company, incorporated on March 11 , 2008 ; it was formerly known as the Centrura-Vadung Engineering Company Limited. Later and, later, changed its name to IGEN Engineering Company Limited on June 2, 2015.

Presently, IGE (according to the company’s certificate issued on April 3 , 2 0 1 8 ) has the registered capital of 270,000,000 Baht (par value of 100 Baht per share) and paid up capital of 270,000,000 Baht, consisting of 2,700,000 ordinary shares.

IGE is engaged in the supply and installation of high and low voltage electrical equipment business. It has two subsidiaries which are consisted of IGEN Power Tech Company Limited that IGE owns 51% of its shares and Siam Bio Generation 1 Company Limited that IGE owns 100% of its shares.

Company Profile: IGEN Engineering Company Limited “IGE” Name IGEN Engineering Company Limited Registration Date March 11, 2008 Registration No. 0105551028657 Address 52 Thaniya Plaza Building, 27th Floor, Suriyawongse, Bangrak, Bangkok List of Shareholders from the shareholder register book on April 2, 2018

List of Shareholders No. of Shares % 1) Millcon Steel Public Company Limited 1,080,000 40.00 2) Igeneration Company Limited1 539,999 20.00 3) Electric Solutions (S) PTE. LTD. 1,080,001 40.00

Total 2,700,000 100.00


9

IGE has revenue from selling and providing services to Millcon Steel Public Company Limited. However, the portion of revenue from Millcon Steel Public Company Limited decreased from above 50 percent in 2016 and 2017 to approximately 30 – 35 percent in relation to its backlog, given higher revenue from other customer especially public sector. Nonetheless, revenue from selling and providing services to Millcon Steel Public Company Limited are based on normal commercial terms and conditions of the industry.

List of Directors from the certificate as of April 3,2018

1) Mr. Sittichai Leeswadtrakul Representative Director of Millcon Steel Public Company Limited

2) Mr. Thiraphong Khumrungrit Representative Director of Millcon Steel Public Company Limited

3) Mr. Peerayot Rujitess Representative Director of Igeneration Company Limited

4) Mr. Thaitawat Indratula Representative Director of Igeneration Company Limited

5) Mr. Jiruss Rianchaiwanich Representative Director of Millcon Steel Public Company Limited

6) Mr. Santi Chaowanantakul Representative Director of Igeneration Company Limited

Business Type The main business is in power transmission system, which are consisted of construction of substations, transmission line both of overhead line and underground line, conduit and drainage tunnels and renovation of conventional substation control system and computer-based substation control system, with expertise electrical engineer team that can advise closely and with electricity system service team that can support after sales service activities as a total solution. The customers are both public agencies and private companies.

Dividend Policy Under dividend policy of IGE, the minimum dividend payout is 70% of net profit. However, the actual dividend payout might differ depends on the needs for working capital and required cashflow of each year.

Business Relationship

IGE, IGP, and SBG1 might have business relationship in terms of commercial trade and services in the future but the price for goods and services will be settled at market price.


10

Map

Remark : 1 Shareholders of Igeneration Company Limited are Mr. Peerayot Rujitess holding shares of 33.70%, Mr.

Santi Chaowanantakul holding shares of 36.66%, Mr. Thaitawat Indratula holding shares of 20.62% and Mr.

Sittichai Leeswadtrakul holding shares of 9%. Director of Igeneration Company Limited is Mr.Sittichart Janyong.

Main projects agreed and delivered in 2018 with realized revenue

Value (million Baht)

1 General Engineering Public Co., Ltd. has set up electricity and communication system for Seven Wire Co., Ltd., a special steel plant in IRPC Rayong.

25

2 Kobelco Millcon Steel Co., Ltd. changed the AC and DC motors instead of the existing motors to increase efficiency.

20

3 Kobelco Millcon Steel Co., Ltd. has improved the machinery with new electric wiring in the plant.

15

4 Electricity Generating Authority of Thailand, Mae Moh District, Lampang Province, changed all power supplies in the mine and changed the motor protection relays in the power plants and both of them are on a test run.

10

Total 70


11

Part of Ongoing Project and Backlog of IGE

Value of unrealized

revenue (million Baht)

1 IGEN Powertech Co; Ltd. Supply Material and Labour Installation # Electrical 9

2 Provincial Electricity Authority (Songkhla Province #1) Remodel 33KV Outdoor

Power Plant to Indoor

59

3 PEA (Provincial Electricity Authority) Replace 7SJ Relay for 8 stations 9

4 PEA ( Provincial Electricity Authority) Replace Protection Relay for 4 stations

located in Southern Thailand

10

5 Electricity Generating Authority of Thailand (Songkhla Province) # 2 Substation

(AIS Type) Songkhla 2 (SLB) Refer

122

6 Millcon Steel Public Company Limited Group 195

7 D E S Company Limited Construction and Installation of Handhole and

Underground Conduit Electrical for Station

175

Others 13 Approximate Total Value 592


12

Financial Information of IGEN Engineering Company Limited Audited Consolidated Financial Statements of IGEN Engineering Company Limited

IGEN Engineering Company Limited and it subsidiaries

Statement of Financial Position

Unit: Baht 31 December 2017 31 December 2016

Assets

Current Assets

Cash and cash equivalents 30,716,857.52 3,463,439.72

Trade and other Receivables 74,498,300.95 34,276,647.17

Short-term loans from related persons - -

Inventory 4,973,469.06 2,900,339.63

Current tax assets 839,556.67 489,533.11

Total Current Assets 111,028,184.20 41,129,959.63

Non - Current Assets

Property, Plant and Equivalents 326,511,114.61 20,763,637.86

Goodwill 14,116,234.54 14,116,234.54

Other intangible assets 67,141.01 184,560.57

Deferred Tax Assets 3,160,628.50 2,899,356.64

Advance payment for machinery - 59,153,123.00

Advance payment for license 9,832,500.12 9,832,500.12

Other Non- current assets 992,969.97 3,406,847.89

Long-term insurance 12,623,705.60 2,255,897.95

Total Non – Current Assets 367,304,294.35 112,612,158.57

Total Assets 478,332,478.55 153,742,118.20 Remark *Details of Land, Premises and Equipment are as follows:

As of 31 December 2017 IGE (Baht) IGP (Baht) SBG1 (Baht) Land - 61,319,182.00 - Construction in Progress - 20,377,115.09 - Machine - 226,562,709.19 - Equipment 6,245,421.75 21,461.22 12,204,838.21 Total 6,245,421.75 308,280,467.50 12,204,838.21


13




Liabilities and Shareholders’ Equity

Current Liabilities

Short-term loans from financial institutions 10,000,000.00 4,413,762.49

Accounts payable and other payables 81,399,384.90 34,035,945.69

Current Portion of Long-term debt 23,760,000.00 -

Short-term loans from related parties 30,700,000.00 7,734,844.92

Short-term loans from other persons - 9,608,040.00

Accrued income tax expense 1,726,919.66 -

Total Current Liabilities 147,586,304.56 55,792,593.10

Non – Current Liabilities

Long-term debts from financial institutions 128,563,021.72 -

Long-term debts from related parties 37,772,025.00 -

Provision for non-current liabilities for Employee Benefits 1,159,634.33 683,219.00

Total Non – Current Liabilities 167,494,681.05 683,219.00

Total Liabilities 315,080,985.61 56,475,812.10

Shareholders' Equity

Share capital

Registered share capital

Ordinary shares, 900,000 shares at par value of 100.00 Baht each 90,000,000.00 90,000,000.00

Issued and fully paid-up share capital

Ordinary shares, 900,000 shares at par value of 100.00 Baht each 90,000,000.00 -

Ordinary shares, 400,000 shares at par value of 100.00 Baht each - 40,000,000.00


Advance payment for shares - 15,600,000.00

Retained earnings (deficit)

Appropriated

Legal reserve 527,573.34 527,573.34


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Unappropriated 6,568,902.81 2,088,646.63

Other components of shareholders' equity 189,743.00 -

Total Shareholders' Equity of Parent Company 97,286,219.15 70,716,219.97

Non-controlling interests 65,965,273.79 26,550,086.13

Total Shareholders' Equity 163,251,492.94 97,266,306.10

Total Liabilities and Shareholders' Equity 478,332,478.55 153,742,118.20 Remark * Short-term loans from related parties of approximately 30 million Baht are for the purpose of company’s working

capital. Long-term debts from financial institutions and related parties of approximately 190 million Baht are mainly used to invest in plant construction and purchase machines for the business operation of IGP. Nonetheless, during April 2018, IGE Group has increased its capital for the repayment in full amount of loans from related parties.


Statement of Comprehensive Income For the year ended For the year ended Unit: Baht 31 December 2017 31 December 2016

Sale & Service Revenues 154,719,798.54 101,952,065.29

Cost of Goods & Services (126,747,874.90) (77,940,959.01)

Gross Profit 27,971,923.64 24,011,106.28

*Other revenues from credit note 17,288,109.88 -

Other revenues 3,079,124.78 3,398,163.50

Cost of distribution (699,610.32) (1,942,141.25)

Administration Expenses (36,889,002.13) (24,839,952.00)

Financial Cost (7,204,484.10) (17,366.24)

Profit (loss) before income tax 3,546,061.75 609,810.29

Income tax (1,525,288.25) (387,838.77)

Profit for the years 2,020,773.50 221,971.52

Other Comprehensive Income Items Items that will not be reclassified subsequently to profit or loss Actuarial gains and losses on defined employee benefit plans – after tax 64,413.34 - Items that will not be reclassified subsequently to profit or loss - after tax 64,413.34 -


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IGEN Engineering Company Limited and it subsidiaries Statement of Comprehensive Income For the year ended For the year ended


Other comprehensive income for the years - after taxes 64,413.34 -

Total comprehensive income for the years 2,085,186.84 221,971.52

Profit (loss) attributable to: Shareholders' Equity of Parent Company 4,415,842.84 271,885.39

Non-controlling interests (2,395,069.34) (49,913.87)

2,020,773.50 221,971.52

Total comprehensive income attributable to: Shareholders' Equity of Parent Company 4,480,256.18 271,885.39

Non-controlling interests (2,395,069.34) (49,913.87)

2,085,186.84 221,971.52 Remark *Other revenue from credit note are partly received from the release of debt that took place before the investment of

Igeneration Company Limited (Shareholder of IGE) of approximately 6.6 million Baht to IGE. The rest of approximately 9.6 million Baht are received from negotiation for release of debt of SBG1 that took place before IGE invest in SBG1.

As of 2 April 2018, IGE has increased its registered capital from 90 million Baht (900,000 shares with par value of 100 Baht per share) to 270 million Baht (2,700,000 shares with par value of 100 Baht per share). The registered capital was fully paid-up in April 2018. The objectives of capital increase of 180 million Baht are as follows:

• For SBG1 (approximately 36 million Baht) IGE will use the proceed of 36 million Baht to increase the capital of its subsidiary named SBG1 from registered capital of 5 million Baht to 41 million Baht for the expansion of its alternative energy business.

• For IGP (approximately 54 million Baht) IGE will use the proceed of 1 million Baht to increase the capital of its subsidiary named IGEN Powertech Company Limited or IGP to fully paid up its registered capital. IGE will lend the approximate amount of 53 million Baht to IPG. The approximate amount of 37 million Baht will be used to repay debt from related parties which was borrowed to acquire land for IGP’s plant. The amount of approximately 16 million Baht are for working capital of IGP

• For IGE (approximately 90 million Baht) IGE will use the proceed of approximately 30 million Baht to repay debt from related parties of IGE. The rest of approximately 60 million Baht will be used as working capital of IGE to enter into bidding competition for Power transmission projects such as construction of substation, construction of electrical line both Overhead and Underground, and other electrical systems.

On April 2017, both IGE and IGP has fully repaid debt from related parties as mentioned above. As such, currently IGE group does not have outstanding debt from related parties.


16

Shareholding Structure before entering into the Asset Acquisition Transaction

Shareholding Structure of IGEN Engineering Company Limited

Remark: The Leeswadtrakul family holds shares in Millcon Steel Public Company Limited of 43.3%.

Shareholding Structure after entering into the Asset Acquisition Transaction

If the Transaction is approved by the shareholders’ meeting, the Company will hold 14% of the total shares of

IGE as follows:

List of Shareholders No. of Share %

Millcon Steel Public Company Limited 1,080,000 40.00

Igeneration Company Limited 539,999 20.00

Electric Solutions (S) PTE. LTD. 702,001 26.00

Dimet (Siam) Public Company Limited 378,000 14.00

Total 2,700,000 100.00


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Shareholding Structure of IGEN Engineering Company Limited after the Company acquires shares

from ES

Remark: The Leeswadtrakul family holds shares in Millcon Steel Public Company Limited of 43.31%.

Key shareholders and management of IGE Group

Mr. Peerayot Rujitess and Mr. Santi Chaowanantakul possess knowledge, ability, and more than 30 years of

experiences in business of power transmission including electrical equipment. They are also founders of Igeneration

Company Limited and have vision of building a first Busduct production plant and distributing in Thailand as they see

the opportunities and expansion of the business in Asia Pacific.


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Details of Igeneration Company Limited (Shareholder of IGE)

Name Igeneration Company Limited

Registration Date August 23, 2011

Registration No. 0115554012727

Address 8 9 9 /4 3 Soi Pattanasuk, Teparak Rd., Teparak Subdistrict, Mueang Samut Prakan,

Samut Prakan Province 10270

List of Shareholders

from the

shareholder register

book on

April 2, 2018

List of Shareholders No. of Shares %

1) Mr. Peerayot Rujitess 168,542 33.7084

2) Mr. Santi Chaowanantakul 183,333 36.6666

3) Mr. Thaitawat Indratula 103125 20.6250

4) Mr. Sittichai Leeswadtrakul 45,000 9.0000

Total 500,000 100.0000

List of Directors

from the certificate

as of March 2, 2018

1) Mr. Sittichart Janyong

Business Type Providing maintenance services for electrical equipment for both indoor and

industrial plant including providing spare part and installing electrical equipment for

plant. Presently, the company does not undertake additional project.

Map


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Information of the IGE’s Subsidiaries A) Company Profile : IGEN Powertech Company Limited (“IGP”)

Name IGEN Powertech Company Limited Registration Date May 18, 2016 Registration No. 0105559076481 Address 52 Thaniya Plaza Building, 27th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok

List of Shareholders from the shareholder register book on February 20, 2018

List of Shareholders No. of Shares % 1) IGEN Engineering Company

Limited 714,000 51.00

2) Electric Solutions (S) PTE. LTD. 434,000 31.00 3) Mr. Sittichai Leeswadtrakul 126,000 9.00 4) Mr. Santi Chaowanantakul 126,000 9.00

Total 1, 00,000 100.00

List of Directors by as shown in www.dbd.go.th on May 17, 2018

1) Mr. Sittichai Leeswadtrakul Representative Director of Millcon Steel Public Company Limited


3) Mr. Petcharat Taotong Representative Director of Millcon Steel Public Company Limited




Business Type Core business is a manufacturer and distributor of Busduct, which is high capacity conductors for power supply in buildings and industrial plants with the special feature. The product special quality is to have no flammable material and no toxic material in the insulation. Thus, it does not bring fire and does not produce toxic fumes at high temperatures. The product is able to be replaced cables at all electric current levels and it provides advantage in terms of security, ease of installation, space saving and neatness. IGP is the first and only company in Thailand with the world-class technology of busduct manufacturer, international standard certified of IEC61439-6 as Fully Type Tested including sole distribution right in CLMVT. The production is based on the patent from DKC Europe Srl, which owns the patent from Italy. The contract is renewed automatically every 5 years period with IGP is the only party with the right to terminate the contract. With this production technology, DKC is the first company in the world to pass the IEC61439-6 standard, Fully Type Tested, certified by LOVAG, and IEC is also certified. Currently, IGP is nearly finishing its plant construction and will start a test run of the Fully Automate machine system.


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The IGP will be the best-performing busduct plant in the region. The patent holder will come with team to supervise the system testing at the manufacturing and will start production by June 2018.

Dividend Policy IGP has not yet set out dividend policy but IGP expects to adopt IGE’s dividend policy by setting minimum dividend payout of 70% of net profit. However, the actual dividend payout might differ depends on the needs for working capital and required cashflow of each year. After IGP begins to realize revenue for a period, the dividend policy will be reviewed for the need to have different dividend policy from those of IGE.

Business Relationship

IGE, IGP, and SBG1 might have business relationship in terms of commercial trade and services in the future but the price for goods and services will be settled at market price.

Know-how License Agreement

IGP can produce Busways Powertech product or Busduct through production process until the patent product that meet DKC’s requirement is completed. As IGP has sole distribution right in CLMVT with automatically renewal every 5 years therefore there is no risk of contract renewal unless the Company request for termination of contract renewal. The period shall begin from the date IGP starts its production (IGP expects to start its production in 2nd half of 2018)

Images


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Map

Remarks: /1IEC is an abbreviation for International Electrotechique Commission is a co-founded independent organization to set

up technical and conformity of electrical and electronic. IEC performs assessment in order to certify quality of electronic

equipment. The certified electronic equipment is guaranteed to pass the test required under IEC Standards. IEC 61439-6

is a standard of busbar trucking system “busways”. /2 LOVAG is a lab certified by IEC. LOVAG act as an assessor who bring electronic equipment to test under procedure

and method as specified in each of IEC’s standard and will only present certificate to products that pass the test required

by the standard.

Busduct Global Business Prospect Sales of Busbar business in global market will rise from 6.35 billion USD in 2017 to 8.85 billion USD

in 2022. Of the total sales figure of Busduct, 60% or approximately 3.81 billion USDD are recorded in Asia

Pacific (Sources: absolutereport.com & markets and market research). In Asia Pacific there are plant for busduct

production located in Vietnam Malaysia, India, and Taiwan.

Current Market Share of Busduct Thailand


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Financial Information of IGEN Powertech Company Limited

Audited Consolidated Financial Statements of IGEN Powertech Company Limited

IGEN Powertech Company Limited

Statement of Financial Position (Revised)


Assets

Current Assets

Cash and cash equivalents 5,510,213.29 44,344.19

Other Receivables 1,562,884.87 7,200.00

Short-term loans to parent company - 1,000,000.00

Current tax assets 508.00 49.96



Property, Plant and Equivalents 308,280,467.50 -

Deferred Tax Assets 1,340,280.31 65,676.15

Advance payment for machinery - 59,153,123.00

Know-how License 9,832,500.12 9,832,500.12

Other non-current assets 49.96 -


Total Assets 326,526,904.05 70,102,893.42

Remark *Details of Land, Premises and Equipment are as follows:

As of 31 December 2017 IGP (Baht) Land 61,319,182.00 Construction in Progress 20,377,115.09 Machine 226,562,709.19 Equipment 21,461.22 Total 308,280,467.50

Land acquisition, building, and machines are for the production of Busduct

**Advance payment are made periodically under terms and condition specified in Know-How Agreement. The

Company is obliged to pay the amount of approximately 41.15 million Baht in the future.


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Current Liabilities

Other current payables 7,583,849.59 40,598.00

Current Portion of Long-term debtปี 23,760,000.00 -

Total Current Liabilities 31,343,849.59 40,598.00

Non – Current Liabilities

Long-term debts from financial institutions 128,563,021.72 -

Long-term debts from related parties 37,772,025.00 -

Total Non – Current Liabilities 166,335,046.72 -

Total Liabilities 197,678,896.31 40,598.00 Shareholders' Equity

Share capital


Ordinary shares, 1,400,000 shares at par value of 100.00 Baht each

140,000,000.00 140,000,000.00





Ordinary shares, 1,124,002 shares at par value of 38.00 Baht each

- 42,712,076.00

Share Subscriptions receivable (846,986.00) -

Share subscription received in advance - 13,124.00

Retained earnings (deficit) (5,376,992.26) (262,704.58)


Total Liabilities and Shareholders' Equity 326,526,904.05 70,102,893.42

Remark *Long-term debts are made by IGP to acquire land from related parties and the payment will be settled in cash and promissory note in the amount of 37 million Baht. Presently, the debts are paid back in full amount.


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Statement of Comprehensive Income (Revised) For the period of For the year ended 18 May 2016 to


Other revenues 50,899.75 4,996.27

Administration Expenses (480,509.62) (333,377.00)

Financial Cost (5,959,281.97) -

Profit (loss) before income tax (6,388,891.84) (328,380.73)

Income tax 1,274,604.16 65,676.15

Profit for the years (5,114,287.68) (262,704.58)

Other Comprehensive Income Items - -

Total comprehensive income for the years (5,114,287.68) (262,704.58)


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B) Company Profile: Siam Bio Generation 1 Company Limited (“SBG1”) Name Siam Bio Generation 1 Company Limited

Registration Date April 26, 2013

Registration No. 0105556069599

Address 52 Thaniya Plaza Building, 27th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok

List of Shareholders

from the

shareholder register

book on April 4,

2018

List of Shareholders No. of Shares %

1) IGEN Engineering Company Limited

409,998 100.00

2) Mr. Peerayot Rujithed 1 0.00

3) Mr. Santi Chawanantakul 1 0.00

Total 410,000 100.00

List of Directors by

certificate on April

4, 2018





5) Mr. Petcharat Taotong Representative Director of Millcon Steel Public Company Limited

Business Type To provide alternative energy supply and energy saving consultancy by the professional team

of energy. Renewable energy business, such as solar energy, is to make solar roofs for

consumers to reduce their production costs. Improvement of Solar farm for maximum

efficiency throughout the contract period. Reuse of heat lost back to power generator. To

generate powerhouse from community waste. Able to be both of consultants and take the

projects or even investors themselves if the project has a good return.

Dividend Policy SBG1 does not have dividend policy as there is only a single major shareholder. The dividend

payout will be determined according to business performance and needs in each year.

Business

Relationship

IGE, IGP, and SBG1 might have business relationship in terms of commercial trade and

services in the future but the price for goods and services will be settled at market price.


26

Map

COD Started on 8 October 2015. 0.25 MW under PPA with FiT of 25 years.

Solar Roof Building


27

Financial Information of Siam Bio Generation 1 Company Limited

Audited Consolidated Financial Statements of Siam Bio Generation 1 Company Limited

Siam Bio Generation 1 Company Limited



Assets

Current Assets

Cash and cash equivalents 1,668,958.54 187,999.24

Trade and other Receivables 796,792.57 917,893.88

Current tax assets - 25,553.07



Equipment 12,204,838.21 12,775,692.00

Deferred Tax Assets - 229,952.33

Other Non- current assets 220,519.07 241,675.68


Total Assets 14,891,108.39 14,378,766.20


Current Liabilities

Other payables 92,077.51 501,882.39

Short-term loans from related parties - 9,692,144.00

Accrued income tax expense 1,726,919.66 -

Total Current Liabilities 1,818,997.17 10,194,026.39

Total Liabilities 1,818,997.17 10,194,026.39

Shareholders' Equity





Retained earnings (deficit) 8,072,111.22 (815,260.19)


Total Liabilities and Shareholders' Equity 14,891,108.39 14,378,766.20


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Siam Bio Generation 1 Company Limited

Statement of Comprehensive Income (Revised) For the year ended For the year ended


Service Revenues 2,387,580.66 2,367,719.35

Cost of Services (827,199.63) (2,171,599.63)

Gross Profit 1,560,381.03 196,119.72

Debt relief 9,608,040.00 -

Other revenues 16,900.23 810.10

Administration Expenses (317,077.74) (1,153,805.57)

Financial Cost (0.06) (41.42)

Profit (loss) before income tax 10,868,243.46 (956,917.17)

Income tax (1,980,872.05) 229,952.33

Profit (loss) for the years 8,887,371.41 (726,964.84)

Other Comprehensive Income Items - -

Total comprehensive income for the years 8,887,371.41 (726,964.84) Remarks *Revenue of 9.6 million Baht are received from negotiation for release of debt of SBG1, which is booked as short-term

loans from related parties before IGE invest in SBG1, between IGE and former director of the Company.

/1 Decrease in cost of services and administrative expenses were not due to special item. In 2016, SBG recorded travelling expenses and audit fees totaling approximately 1 million Baht while there were no such expenses in 2017. Moreover, in

2017, the auditor adjusted security guard cost in the approximate amount of 300,000 Baht to be booked under cost of

services which caused decrease in administrative expenses in 2017.

5. Value of Consideration and Payment The value of consideration for the acquisition of 3 7 8 ,0 00 existing ordinary shares of IGE not exceed

480 Baht per share, which not over 181,440,000 Baht in total. The Company will pay to ES when:

(1) The Company has been approved by the shareholders' meeting to purchase the existing ordinary shares of IGE.

(2) The Company has been approved by the shareholders’ meeting to increase the registered capital of the Company by issuing and offering new ordinary shares to the existing shareholders of the Company according to the proportion of shareholding (Rights Offering).


29

6. Value of Assets to be acquired Total value of the acquired assets calculated from the book value as of December 31 ,2017 , according

to the audited financial statements, equals to 163,251,492.94 Baht or approximately equivalent to 100% of book

value of IGE. The Company will purchase 378,000 shares of IGE at a par value of 100 Baht per share, representing

1 4 % of the total paid-up shares of IGE, from Electric Solutions (S) PTE. LTD. at total value not greater than

181,440,000 Baht.

7. Criteria to determine the Value of Consideration The company decided to use the Discounted Cash Flow Approach (DCF) to determine the value of

consideration for the acquisition of IGE's existing ordinary shares, which evaluated by the Company’s

management.

8. Expected Benefits to the Company The company’s investment in IGE will provide direct benefit to the Company as the Company operating

in providing and installing both high and low electric voltage electric equipment, and construction of electrical

substation. The Company also has 2 subsidiaries engaging in related businesses, which are IGEN Powertech

Company Limited, which 51% shares owned by IGE, and Siam Bio Generation 1 Company Limited, which 100%

shares owned by IGE. The Company will participate in proposing market expansion direction in order to increase

sales through IGE, which will use industrial coating product of the Company in construction of power plant. The

business connection will help expand customer base. Most importantly, the Company sees that investing in

Busduct business of IGP will expand its customer base and generate better return in the future.

9. Sources of Fund used for the Asset Acquisition Transaction The Company will use the proceeds from the issuance and offering of new ordinary shares to the

existing shareholders in proportion of their shareholding (Rights Offering) of 268,953,447 shares with a par value

of 0.50 Baht at the offering price of 1.00 Baht to pay for the acquisition of IGE's existing ordinary shares. The

Company will receive proceeds from the offering of new ordinary shares of 268,953,447 Baht as detailed in the

Information Memorandum regarding the Offering and Allocation of the Newly Issued Ordinary Shares to the

existing shareholders of Dimet (Siam) Public Company Limited.

In case that the proceed received from RO is not sufficient for acquiring shares of IGE, the Company

will seek other sources of fund by pledging collateral as currently the Company has no debt obligation with bank.

The issuance and offering of new ordinary shares is expected to raise the proceed of approximately 268,953,447

Baht, which will be used to acquire shares of IGEN Engineering Company Limited (“IGE”) from Electric

Solutions (S) PTE. LTD. (“ES”) in the amount not exceeding 181,440 ,000 Baht and the rest of the proceed will

be used as working capital of the Company.


30

10. Conditions for entering into the Transactions The conditions for entering into the Transaction are upon the success of the conditions precedent as follows:

(1) The Company has been approved by the shareholders' meeting to purchase the existing ordinary shares of IGE from ES.

(2) The Company has been approved by the shareholders’ meeting to increase the registered capital of the company by issuing and offering new ordinary shares to the existing shareholders of the Company as proportion of their shareholding (Rights Offering).

In this regard, the Board of Directors’ meeting of No. 3/2018 of the Company held on April 18, 2018

resolved to call the Extraordinary General Meeting of Shareholders No. 1/2018 on June 15, 2018 to consider the

above transaction.

11. Benefit Protection Policy of the Company As the Company will invest in 14% of IGE shares, the Company would not have controlling power over

IGE. As such the management of the Company and IGE will be clearly separated. After the completion of the

investment in IGE, the Company may appoint the Company’s representative director in Board of Directors of

IGE while there will be no representative director of IGE or its major shareholders or related person to present in

Board of Directors of the Company.

Key materials of Share Purchase Agreement between the Company and ES dated 18 April 2018

reflected the benefit protection policy of the Company as follows:

• ES will undertake actions for IGE to enter into employment contract with 2 key management

to work for IGE for a minimum of 2 years. ES will not sell its shares to other person unless

granted a written consent from the Company and will undertake actions for IGE to appoint

representative directors of the Company as member of its Board of Directors.

• In case that IGP cannot complete its plant construction by the end of 2018, the Company has

the right to sell back the acquired shares to ES at premium price or acquire shares held by ES

at a price discounted from the settlement price under this Share Purchase Agreement.

Moreover, the Company and ES has an addendum to Share Purchase Agreement concerning voting

right where ES agreed to vote in the shareholders’ meeting of IGE in the same direction with the Company in an

agenda that required an approval with extraordinary resolution from shareholder’s meeting of IGE.

Remark 2 Key Management are Mr. Peerayot Rujitess and Mr. Santi Chaowanantakul who have knowledge, ability, and more

than 30 years of experiences in business of power transmission including electrical equipment. They are also founders

of Igeneration Company Limited and have vision of building a first Busduct production plant and distributing in Thailand

as they see the opportunities and expansion of the business in Asia Pacific.


31

12. Short, Medium, and Long-Term Business and Investment Plan of the Company After the Completion of Acquisition of IGE’s Ordinary Shares

As the Company invests in 14% of IGE’s shares for its dividend. Therefore there will be no changes to

the business plan of the Company and the Company will continue its business operation in production and

distribution of industrial coating as usual.

13. Summary of Key Factors and Conditions for Acquisition of IGE’s Ordinary Shares 13.1 Shareholder’s Agreement of IGE (if any)

• As at the date of conducting this report there is no shareholder’s agreement.

13.2 IGE Shares Purchase Agreement of ES

• In 2016, ES has entered into an agreement with IGE and Igeneration Company Limited which grant rights to ES in investing in new issue shares of IGE in the proportion not exceeding 80% of IGE’s shares held by Igeneration Company Limited. Such right will have expired on 31 October 2018. However, ES exercised the rights as mentioned by investing in 40% of IGE shares on 29 March 2018.

• ES has duty to ensure that IGP is granted Know How Agreement and Distribution Agreement.

13.3 Share Purchase Agreement between the Company and ES (and its addendum)

Key materials of Share Purchase Agreement between the Company and ES dated 18 April 2018 (and

its addendum) are as follows:

• ES will undertake actions for IGE to enter into employment contract with 2 key management

to work for IGE for a minimum of 2 years. ES will not sell its shares to other person unless

granted a written consent from the Company and will undertake actions for IGE to appoint

representative directors of the Company as member of its Board of Directors.

• In case that IGP cannot complete its plant construction by the end of 2018, the Company has the right to sell back the acquired shares to ES at premium price or acquire shares held by ES

at a price discounted from the settlement price under this Share Purchase Agreement.

• ES agreed to vote in the shareholders’ meeting of IGE in the same direction with the Company in an agenda that required an approval with extraordinary resolution from shareholder’s

meeting of IGE. Remark 2 Key Management are Mr. Peerayot Rujitess and Mr. Santi Chaowanantakul who have knowledge, ability, and more

than 30 years of experiences in business of power transmission including electrical equipment. They are also founders

of Igeneration Company Limited and have vision of building a first Busduct production plant and distributing in Thailand

as they see the opportunities and expansion of the business in Asia Pacific.


32

13.4 Patent of DKC

Patent granted to DKC has a period of 25 years which has started on 2013. Nonetheless if there is any

additional modification the patent then can be registered and the period will restart from the latest registration

date. The latest registration by DKC was in 2013.

13.5 Patent granted to IGP under Know How Agreement and Distribution Agreement

Summary of key materials of Know How Agreement and Distribution Agreement are as follows:

• Busduct produced by IGP will be certified under IEC61439-6 standard by LOVAG same as those produced by DKC.

• IGP will be sole distributor of Busduct in CLMVT which certified under IEC61439-6 standard by LOVAG and DKC group will not compete in the market.

• IGP will pay fees for the patent to DKC as per the agreement. The initial amount of the fee will be paid by instalment under the agreed term and condition. The fees are also included percentage of sales.

• Patent has a duration of 5 years since the date IGP start its production. It will be automatically renewed every 5 years. IGP is the only party with the right to terminate the agreement.

14. Rights and Duties of Shareholders, and Roles and Duties of Each Group of Shareholders to Each Other, to IGE, and to IGP

There is no specified roles and duties of related shareholders concerning business operation as there is no agreement between shareholders of IGE and agreement between shareholders of IGP as of the date of conducting this report.

Nonetheless, under preliminary business operation of IGE and IGP, each shareholder has difference expertise and different roles and duties accordingly. Millcon Steel Public Company Limited has relationship with IGE as a client which provide IGE with track record in business operation. This track record show IGE’s potential when bidding for project of public sector. Meanwhile, the shareholder of Igeneration Company Limited, whose also management of IGE group, has network with supplier all over the country, which has allowed them to bid for project of public sector and delivered projects on time. This has increasingly build up their reliability record to the public agencies. This has strengthened IGE and decreased its dependency on the main revenue stream from Millcon Steel Public Company Limited. In 2017, the proportion of revenue from Millcon Steel Public Company Limited has decreased compared to the revenue stream from public agencies which are PEA, MEA, and EGAT. In terms of ES, shareholders of ES whose also act as management of ES has pushed IGP to received patent from DKC concerning production of Busduct in Thailand and the product itself has allowed synergy with IGE.

Moreover, in managing IGE and IGP there will be a board of directors and executive directors with duties to manage and ensure that each company achieve its business target as planned. IGE has revenue from selling and providing services to Millcon Steel Public Company Limited. However, the portion of revenue from


33

Millcon Steel Public Company Limited decreased from above 50 percent in 2016 and to approximately 30 – 35 percent in 2017 as per relation to its backlog, given higher revenue from other customer especially public sector. Nonetheless, revenue from selling and providing services to Millcon Steel Public Company Limited are based on normal commercial terms and conditions of the industry.

As of 2 April 2018, IGE has increased its registered capital from 90 million Baht (900,000 shares with par value of 100 Baht per share) to 270 million Baht (2,700,000 shares with par value of 100 Baht per share). The registered capital was fully paid-up in April 2018. The objectives of capital increase of 180 million Baht are as follows:




On April 2017, both IGE and IGP has fully repaid debt from related parties as mentioned above. As such, currently IGE group does not have outstanding debt from related parties. This shows that IGE and its subsidiaries have an effort to decrease the need to rely on sources of fund from its shareholders and has potential to secure their own sources of fund.

15. Opinions of Board of Directors of the Company Regarding Entering into the Transaction According to the resolution of the Board of Directors’ Meeting No. 3 /2 0 1 8 of the Company held on

April 18, 2018 has considered and approved of the Company to propose the shareholders' meeting to approve the

acquisition of existing ordinary shares of IGE from ES. Board of Directors of the Company has an opinion that

entering into the transaction is reasonable and will be most beneficial to the Company and its shareholders.

The company’s investment in IGE will provide direct benefit to the Company as the Company operating

in providing and installing both high and low electric voltage electric equipment, and construction of electrical

substation. The Company also has 2 subsidiaries engaging in related businesses, which are IGEN Powertech

Company Limited, which 51% shares owned by IGE, and Siam Bio Generation 1 Company Limited, which 100%


34

shares owned by IGE. The Company will participate in proposing market expansion direction in order to increase

sales through IGE, which will use industrial coating product of the Company in construction of power plant. The

business connection will help expand customer base. Most importantly, Board of Directors of the Company sees

that investing in Busduct business of IGP will expand its customer base and generate better return in the future.

IGP is the first and only producer in Thailand who has fully type tested IEC61439-6 which is a world

class standard technology for Busduct production. Also, the production will be operated under patent of an Italy

based company named DKC Europe Srl, a patent owner. As such after IGP start its production to its targeted

capacity, IGP will become market leader for this product.

Moreover, IGE has ongoing projects for both public and private sector and Board of Directors of the

Company has confidence that this project will generate higher return in the future.

However, since the seller intends to reduce part of its shareholding and to hold portion of IGE shares in

the amount that allow them to object the material agenda concerning IGE (holding shares of no less than 25%),

therefore the Company can invest in the amount that the seller intend to sell which account for 14% of total paid-

up shares of IGE. As such the Company has no controlling power over business operation of IGE in any way.

The acquisition of 14% of IGE’s shares is solely a business investment which will generate dividend in the future.

Also, the Company will operate in production and distribution of industrial coating product which is its core

business. Part of the proceed received from capital increase will be used for its core business.

Moreover, Board of Directors of the Company has considered and has an opinion that business of IGE

is not considered as a competing business with business of major shareholders of the Company as major

shareholders of the Company mainly engages in business of production of steel structure of power substation,

high voltage transmission tower and telecommunication tower which are different product to those of IGE.

16. Opinions of Audit Committee and/or Director of the Company that differs from Opinions of Board of Directors of the Company as mentioned in section 15 -None-


35

Part 2

Rationales of the Transaction


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2) Rationales of the Transaction A. Background and Objective of the Transaction Background of the Transactions

According to the resolution of the Board of Directors’ Meeting No. 3 /2 0 1 8 of Dimet (Siam) Public Company Limited (“The Company”) held on April 18,2018 has considered and approved of the Company to propose the shareholders' meeting to approve the acquisition of existing ordinary shares of IGEN Engineering Company Limited (“IGE”) from Electric Solutions (S) PTE. LTD. (“ES”) with the amount of 3 7 8 ,0 00 shares, which equal to 1 4 % of the total paid-up shares of IGE with settlement price not exceeding 480 Baht per share totaling value of consideration not exceeding 181,440,000 Baht. The acquisition of IGE's existing ordinary shares will occur only as the condition below:

(1) The Company has been approved by the shareholders' meeting to purchase the IGE's existing ordinary shares.

(2) The Company has been approved by the shareholders’ meeting to increase the registered capital of the company. By issuing and offering ordinary shares to the existing shareholders of the Company according to the proportion of shareholding (Rights Offering).

The acquisition of IGE's existing ordinary shares is an acquisition of assets with a total transaction size equal to 91.52% based on the Criteria of Total Value of Consideration, which is the criteria resulting the highest value. In addition, the Company does not have any assets acquisition or disposal transaction during the 6 months prior to this transaction date. The acquisition of IGE shares is classified as Class 1 transaction equal to or higher than 50% but lower than 100% according to the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled 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 entitled Disclosure of Information and Other Acts of Listed Company concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (collectively called, "Notification of Acquisition and Disposition of Assets").

By acquiring IGE existing ordinary shares, the Company is required to: (1) Disclose of information memorandum regarding Class 1 transaction to The Stock Exchange of Thailand

(“SET”) under the Notification of Acquisition and Disposition of Assets, and (2) Hold a shareholders’ meeting of the Company to approve the acquisition of IGE's existing ordinary shares,

the shareholders have to approve the entering into the transaction with the votes of not less than three-fourths of the total votes of the shareholders who attend the meeting and have the right to vote by exclude the votes of the shareholders who have conflict of interest.

Since the Company will use the proceeds from the issuance and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) to pay for the existing ordinary shares of IGE, the approval of the shareholders' meeting of the acquisition of IGE’s existing ordinary shares and the increase of the registered capital of the Company by issuing and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) are considered as related conditions. If any of the issues are not approved by the shareholders’ meeting, the other issue approved by the shareholders' meeting will be abolished and there is no further consideration of other related issues.


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B. Sources and Adequacy of Fund The Company will use the proceeds from the issuance and offering of new ordinary shares to the

existing shareholders in proportion of their shareholding (Rights Offering) of 268,953,447 shares with a par value of 0.50 Baht at the offering price of 1.00 Baht to pay for the acquisition of IGE's existing ordinary shares. The Company will receive proceeds from the offering of new ordinary shares of 268,953,447 Baht as detailed in the Information Memorandum regarding the Offering and Allocation of the Newly Issued Ordinary Shares to the existing shareholders of Dimet (Siam) Public Company Limited dated 18 April 2018.

In case that the proceed received from RO is not sufficient for acquiring shares of IGE, the Company will seek other sources of fund by pledging collateral as currently the Company has no debt obligation with bank. The issuance and offering of new ordinary shares is expected to raise the proceed of approximately 268,953,447 Baht, which will be used to acquire shares of IGEN Engineering Company Limited (“IGE”) from Electric Solutions (S) PTE. LTD. (“ES”) in the amount not exceeding 181,440 ,000 Baht and the rest of the proceed will be used as working capital of the Company.

Opinion of the Independent Financial Advisor The approval from the shareholders’ meeting of the Company to increase the registered capital of the

company by issuing and offering new ordinary shares to the existing shareholders of the Company as proportion of their shareholding (Rights Offering) and the completion of the capital increase are crucial conditions in order to provide the Company a sufficient fund to invest in IGE. The Independent Financial Advisor has an opinion that although the trading prices of the Company’s shares are currently above the offering price of 1.00 Baht per share by having the closing price on the day prior the XR date of 1.89 Baht (3 May 2018) and on the day after the XR date of 1.24 Baht. Based on the offering price, the proceeds from the issuance and offering of the new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) of 268,9 5 3 ,447 Baht, which is greater than the amount of 181,440,000 Baht to be paid for the IGE’s shares under the Asset Acquisition Transaction.

Nonetheless, the Company might have the risk that the proceeds received from the share offering to the Company’s shareholders in in proportion to their shareholding (Rights Offering) may not be sufficient and/or greater than the amount paid for the IGE’s shares above.

• In case that the proceed received from RO is not sufficient, the Company will seek other sources of fund by pledging collateral which is probable as currently the Company has no debt obligation with bank. However, the borrowing amount from bank will depend on the amount that the Company will receive from RO.

• In case that the proceed received from RO is greater than this transaction vale, the Company will use the rest of the proceed as working capital.


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C. Benefit Protection Policy of the Company As the Company will invest in 14% of IGE shares, the Company would not have controlling power over

IGE. As such the management of the Company and IGE will be clearly separated. After the completion of the investment in IGE, the Company may appoint the Company’s representative director in Board of Directors of IGE while there will be no representative director of IGE or its major shareholders or related person to present in Board of Directors of the Company.

Key materials of Share Purchase Agreement between the Company and ES dated 18 April 2018 reflected the benefit protection policy of the Company as follows:

• ES will undertake actions for IGE to enter into employment contract with 2 key management to work for IGE for a minimum of 2 years. ES will not sell its shares to other person unless granted a written consent from the Company and will undertake actions for IGE to appoint representative directors of the Company as member of its Board of Directors.

• In case that IGP cannot complete its plant construction by the end of 2018, the Company has the right to sell back the acquired shares to ES at premium price or acquire shares held by ES at a price discounted from the settlement price under this Share Purchase Agreement.

Moreover, the Company and ES has an addendum to Share Purchase Agreement concerning voting right where ES agreed to vote in the shareholders’ meeting of IGE in the same direction with the Company in an agenda that required an approval with extraordinary resolution from shareholder’s meeting of IGE.

Remark 2 Key Management are Mr. Peerayot Rujitess and Mr. Santi Chaowanantakul who have knowledge, ability, and more

than 30 years of experiences in business of power transmission including electrical equipment. They are also founders of Igeneration Company Limited and have vision of building a first Busduct production plant and distributing in Thailand as they see the opportunities and expansion of the business in Asia Pacific.

Opinion of the Independent Financial Advisor Referring to summary of Share Purchase Agreement between the Company and ES dated 18 April 2018

and its amendment/addendum as mentioned above, it is appropriate because ES, the seller, will represent the Company in protecting benefit of the Company in an agenda that required an approval with extraordinary resolution from shareholder’s meeting of IGE.

Moreover, by setting the condition that after DIMET acquire IGE shares from ES, ES will not sell its shares to other person unless granted a written consent from the Company, which help prevent ES, which act as a protector of the Company’s benefit, from losing its power to protect the Company in an agenda which might impact the Company’s investment.

Also, in case that IGP cannot complete its plant construction by the end of 2018, the Company has the right to sell back the acquired shares to ES at premium price or acquire shares held by ES at a price discounted from the settlement price under this Share Purchase Agreement. This is an opportunity for the Company to have options in case that the operation plan for new business of IGE Group is delayed.


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D. Market and Competition Analysis of Busduct Business

Details of Busduct

Busway or Busduct is an equipment that will replace conventional electrical wires used for distributing current of electricity to loads, mostly used with substantial current of electricity. Busduct is a sheet metal duct containing either copper or aluminum busbars which are separated by electricity insulators. Busduct is popularly used in industrial plants, buildings with greater than 8 floor, mega structures (such as airports, department stores, auditoriums, etc.), and infrastructure projects including raceway systems for power transmission within Data Center.

Differences between Busduct and Electrical Line

Busduct Electrical Line High voltage stability Lower voltage stability Low space requirement Large size which require large installation space Easy installation Harder installation compared to Busduct Higher persistence as its housing are made of aluminum

Lower persistence which allow rat or other animals to cause damage to the electrical line.

Good heat dissipation Poor heat dissipation

From the above-mentioned information, Independent Financial Advisor opines that Busduct is replacing electrical line and within 5 years Busduct will experience remarkable growth. Presently, there is no product with better technology that can replace Busduct.

Busduct Global Business Prospect

Referring to information memorandum of the Company, Sales of Busbar business in global market will

rise from 6.35 billion USD in 2017 to 8.85 billion USD in 2022. Of the total sales figure of Busduct, 60% or

approximately 3.81 billion USDD are recorded in Asia Pacific (Sources: absolutereport.com & markets and

market research). In Asia Pacific there are plant for busduct production located in Vietnam Malaysia, India, and

Taiwan.

Demand on Busduct

Presently, Busduct is used in industrial plants, buildings with greater than 8 floor, mega structures (such as airports, department stores, auditoriums, etc.) and infrastructure projects because it has flexible physical quality and usages more than normal electrical wires. It is also well-known for medium and large size contractors. Currently, Asia Pacific countries have many developing countries, so, the region is still a large market of Busduct industry.


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According to the Information Memorandum of the Company regarding the world busduct trend, the

Independent Financial Advisor has additional opinions that the Asia Pacific countries have many developing

countries which require investing in infrastructure and economy; therefore, it is an opportunity and a market for

Busduct. Furthermore, the labor cost in the Asia Pacific region is lower than those in other regions of the world,

so, it can be a labor and industry source of the busduct.

Future Business Plan of IGE Group

From the management interview of IGE and its subsidiaries, their business plan will focus on power transmission project of public sector including PEA and MEA. Meanwhile IGP will focus on production and distribution of Busduct in CLMVT and other countries. SBG1 will focus on field of alternative energy and energy consultant. Nonetheless, management of IGE and its subsidiaries see that their capital is sufficient to support their business plan and there is no plan to raise additional capital.

Independent Financial Advisor opines that the future business plan of IGE and its subsidiaries is possible including adequacy of current capital of IGE and its subsidiaries. As of 2 April 2018, IGE has increased its registered capital from 90 million Baht (900,000 shares with par value of 100 Baht per share) to 270 million Baht (2,700,000 shares with par value of 100 Baht per share). The registered capital was fully paid-up in April 2018. The objectives of capital are to repay debt from related parties and uses as working capital. Moreover, IGE and its subsidiaries have potential to seek their own funding by borrowing from commercial bank.


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E. Accounting Method

Independent Financial Advisor has an opinion on the accounting method of the Company after the completion of this transaction. Referring to the information memorandum, the Company will invest in 14% of total shares of IGE. The Company will appoint a representative to act as representative director of the Company in the Board of Directors of IGE (the number of director is proportionate to percentage of shareholding). The mentioned representative director of the Company would not have controlling power over in policy-making processes, including participation in decisions about dividends or other distributions. Therefore, this investment is not classified as having significant influence as specified in clause 5 and 6 of IAS 28 Investments in Associates and Joint Ventures. Details are as follows:

Clause 5

If an entity holds, directly or indirectly (e.g. through subsidiaries), twenty per cent (20%) or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (e.g. through subsidiaries), less than twenty per cent (20%) of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence.

Clause 6 The existence of significant influence by an entity is usually evidenced in one or more of the following

ways: 6.1 representation on the board of directors or equivalent governing body of the investee; 6.2 participation in policy-making processes, including participation in decisions about dividends or

other distributions; 6.3 material transactions between the entity and its investee; 6.4 interchange of managerial personnel; or 6.5 provision of essential technical information.

Therefore, the investment will be classified as long-term investment according to IAS 105 Investment in debt instruments and equity instruments. It will be booked in the financial statement with its cost as specified in paragraph 30.3 which state that investment in equity instruments which are not in the need of market will be considered as general investment and must be recorded in the financial statement with its cost.

However as stated in the information memorandum, under this transaction the Company will invest in shares of IGE with par value of 100 Baht at the price of not exceeding 480 per share. In case there is an indicator or event that might led to impairment of investment, the Company must impair its general investment as specified


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by IAS 36 Impairment of Assets which refers to paragraph 37 of IAS 105 Investment in debt instruments and equity instruments. Details are as follows:

Impairment of General Investment Paragraph 37 states that the entity must adhere to IAS 36 Impairment of Assets ( amended 2016) in

recording the impairment of general investment Clause 9 of IAS 36 Impairment of Assets is detailed as follows:

Clause 9 An entity shall assess at the end of each reporting period whether there is any indication that an asset

may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset.

From the interview with management and executive directors of the Company and related person, Independent Financial Advisor opines that acquisition of 14% of IGE’s shares is for the purpose of business investment of the Company and expect to gain dividend return from the future business performance of IGE and its subsidiaries. The Company does not participate in management and/or policy-making processes and/or having majority vote in the Board of Directors of IGE and its subsidiaries in any way. This differs from and investment in business take over. In case that the investment is for the purpose of business take over the Company should participate in management and/or policy-making processes and/or having majority vote in the Board of Directors of IGE and its subsidiaries. In latter case the Company should also have personnel with understanding of the business of IGE and its subsidiaries in order to further develop and/or produce better financial result to the financial statement of the Company (Consolidated Financial Statement or Shares of Profit from Investments Accounted for Using the Equity Method)


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F. Liabilities of enterprise or related person Referring to Consolidated Financial Statement of IGE as at 31 December 2017, there is a record of

approximately 68.47 million Baht of debt or loan from related parties consisting of • Short term loan from person or related parties of approximately 30.70 million Baht which was

borrowed from shareholder for the purpose of working capital. • Long term loan from person or related parties of approximately 37.77 million Baht which IGP used

for land acquisition from related parties and paid back in cash and promissory note. As of 2 April 2018, IGE has increased its registered capital from 90 million Baht (900,000 shares with

par value of 100 Baht per share) to 270 million Baht (2,700,000 shares with par value of 100 Baht per share). The registered capital was fully paid-up in April 2018. The objectives of capital increase of 180 million Baht are as follows:




Moreover, consolidated income statement of IGE recorded revenue of approximately 17.29 million Baht as Igeneration Company Limited has negotiated for release of debt from related parties or person of IGE. The debt that took place before the investment of Igeneration Company Limited is approximately 6.6 million Baht. The rest of approximately 9.6 million Baht are received from negotiation for release of debt of SBG1 that took place before IGE invest in SBG1.

By using the proceed from capital increase of IGE to repay debt or loan from related parties along with negotiation for debt release as mentioned above, presently IGE does not have outstanding debt or loan from related parties.

The Independent Financial Advisor opines that the repayment of debt or loan from related parties (both repaid and/or negotiation for release of debt) before new investor invest in the entity is considered as normal practice or condition percent prior investment of new investor which is also normal business practice.


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G. Benefits, Cons, and Risks of the Transaction

Benefits of the Transaction 1. Risk diversification

The Company will be able to reduce risks from relying on its current major business which is the industrial coating business. In the past recent years, the Company and subsidiaries had operating performance consisted of the net loss of 9.87 million Baht in its fiscal years of 2014 ended June 30, 2014, the net loss of 8 .0 0 million Baht in its fiscal years of 2015 ended June 30, 2015, the net profit of 1.35 million Baht in its fiscal years of 2016 ended June 30, 2016, and the net loss of 10.01 million Baht in its 6-month period end December 31, 2017.

From the information above, Independent Financial Advisor opines that acquisition of 14% of IGE’s shares is for the purpose of business investment of the Company and expect to gain dividend return from the future business performance of IGE and its subsidiaries. The Company does not participate in management and/or policy-making processes and/or having majority vote in the Board of Directors of IGE and its subsidiaries. Moreover, currently the Company does not have direct expertise in business of IGE and its subsidiaries in any way.

Nonetheless, in case that IGE and its subsidiaries achieve good business performance in the future and generate profit, IGE has dividend policy with dividend payout of no less than 70% of net profit. Therefore, the Company might realize dividend income from its investment in IGE as mentioned. This also help diversify risk from heavily rely on revenue from its industrial coating business which had loss for many years in the past.

2. Distribution channel expansion

Since the Company is in the industrial coating business, the Company product distribution mainly is selling to industrial operators and contractors in order to use in their project-based works. The IGE's products are also sold to industrial operators and contractors in order to use in project-based works. Therefore, the investment in IGE is expected to help expand the distribution channels for the Company's products. The investment will also reduce the cost of marketing and products distribution and will increase sales and generate growth for the Company and/or IGE in the future.

Independent Financial Advisor opines that there is possibility for business partnership between the Company and IGE in terms of network sharing of customer who might have interest in product of the Company and IGE and/or its subsidiaries which will enhance marketing opportunities with the said customer. However, the presentation of both products to the said customer might not be the case as the Company and/or IGE have difference marketing strategy and policy. Also, each project of the said customer has difference procuring procedure for each product so the Company might not be able to expand business line and its production.


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Cons of the Transaction 1. Lack of business control

The Company will invest in IGE and its subsidiaries in the portion of 14%, as the result, the Company will not have a control in IGE and its subsidiaries such as managing and/or setting important policies in IGE and its subsidiaries, for example, dividend payment, capital increase, etc. As such the mentioned investment will considered as long-term investment, the Company will not be able to consolidate operating performance of IGE and its subsidiaries into the Company’s consolidated financial statements. The Company will only get dividend return which is a disadvantage of investing in a company without have controlling power as mentioned.

Nonetheless, under Share Purchase Agreement between the Company and ES, there is a clause which require ES, the seller, to represent the Company in protecting benefit of the Company an agenda which might impact the Company’s investment at a certain level (Please find more details in “E. Benefit Protection Policy of the Company”)

Risk factors of the Transaction 1. Risk from adequacy of fund

To enter into the Asset Acquisition Transaction, besides the condition that Transaction must be obtained an approval to enter into the Transaction from the shareholders’ meeting of the Company with affirmative votes of not less than three-fourth of the votes attending the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of interest, since the Company will use the proceeds from the issuance and offering of new ordinary shares to the existing shareholders in proportion of their shareholding (Rights Offering) to pay for the acquisition of IGE's existing ordinary shares, the approval from the shareholders’ meeting of the Company to increase the registered capital of the company by issuing and offering new ordinary shares to the existing shareholders of the Company as proportion of their shareholding (Rights Offering) and the completion of the capital increase are crucial conditions in order to provide the Company a sufficient fund to invest in IGE. Thus, the approval of the shareholders' meeting of the acquisition of IGE’s existing ordinary shares and the increase of the registered capital of the Company by issuing and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) are considered as related conditions. If any of the issues are not approved by the shareholders’ meeting, the other issue approved by the shareholders' meeting will be abolished and there is no further consideration of other related issues.

In addition, the Independent Financial Advisor has an opinion that although the trading prices of the Company’s shares are currently above the offering price of 1.00 Baht per share (the closing price on the day after the XR date was 1.24 Baht), which will provide the proceeds from the issuance and offering of new ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) of 268,953 ,447 Baht (greater than the amount of 181,440,000 Baht to be paid for the IGE’s shares under the Asset Acquisition Transaction).

Nonetheless, the Company might have the risk that the proceeds received from the share offering to the Company’s shareholders in in proportion to their shareholding (Rights Offering) may not be sufficient and/or greater than the amount paid for the IGE’s shares above.


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• If the Company receives money from the capital increase to the existing shareholders of the Company Inadequate shareholding (Rights Offering) The Company will seek other sources of funds using its collateral assets. This is possible because of the company. No debt to the bank. However, how many loans from banks? It depends on the amount of money that the company. Will receive from the capital increase.

• If the Company will receive the proceeds from the capital increase to the existing shareholders in proportion to their shareholding (Rights Offering), the remaining amount will be used. The working capital of the Company.

2. Risk to be required to comply for the Backdoor Listing regulations

The Company will invest in IGE and its subsidiaries in the portion of 14% with the investment value of 181,440,000 Baht, which is the asset acquisition transaction that has the total transaction size of 91.52% based on the Criteria of Total Value of Consideration and it gave the highest value as the result. In addition, the Company does not have any assets acquisition or disposal transaction during the 6 months prior to this transaction date. Therefore, the acquisition of IGE shares is classified as Class 1 transaction equal to or higher than 5 0 % but lower than 1 0 0 % according to the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled 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 entitled Disclosure of Information and Other Acts of Listed Company concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (collectively called, "Notification of Acquisition and Disposition of Assets"). The company will have risks or limitations for additional investment in the cases of increase its holding portion and/or future capital increase of IGE.

Nonetheless, the Stock Exchange may consider and combine every transaction that took place within 12 months prior the listed company or its subsidiaries acquire asset as a single transaction in order to compare the transaction size. Consequently, if the Company enters into asset acquisition transactions during the next 12 months and the cumulative transaction size is greater than 100%, the additional acquisition transaction in the future may be subjected to comply with the Backdoor Listing regulations which requires the Company to propose the transaction to the Stock Exchange in accordance with the SET’s regulations regarding an acceptance of ordinary shares as listed securities promptly and to conduct a shareholders’’ meeting of the Company in order to approve to enter into the transaction.

Furthermore, to enter into the Asset Acquisition Transaction by purchasing the IGE’s existing ordinary shares of 181,440,000 Baht, the Company has the condition on a source of fund that the Company will issue and offer new ordinary shares to the existing shareholders in proportion of their shareholding (Rights Offering) of 268,953,447 shares with a par value of 0.50 Baht at the offering price of 1.00 Baht to pay for the acquisition of IGE's existing ordinary shares. The Company will receive proceeds from the offering of new ordinary shares of 2 6 8 ,9 53 ,44 7 Baht, therefore, the Company’s assets will increase according to the cash received from issuing and offering the new ordinary shares to the existing shareholders in proportion of their shareholding (Rights Offering). Later, the 181,440,000 Baht of the proceeds will be converted to the investment in IGE while the shareholders’ equity will increase by the capital increase amount. As the Stock Exchange may consider and combine every transaction that took


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place within 12 months prior the listed company or its subsidiaries acquire asset as a single transaction in order to compare the transaction size, the value of transaction may decrease as the Company has greater asset size. However, the Independent Financial Advisor does not precisely conclude that the combine of every transaction as mentioned will be based on the calculation of new increased asset size or use the transaction size calculation such as 91.52 in case of DIMET as cumulative transaction size for type 4 transaction or not. ( Remark: the transaction has the maximum transaction size based on the criteria on total value of consideration equal to 91.52%. The Company applies the criterion on total value of consideration as the size of the Transaction)

The Independent Financial Advisor opines that the Company and its shareholders should take into account the impact of entering into asset acquisition transaction of the Company or an additional investment in IGE in the future might be classified as type 4 transaction or indirect listed in the Stock Exchange of Thailand or Backdoor Listing as mentioned. The additional acquisition transaction in the future may be subject to comply with the Backdoor Listing regulations

In case that the Company intends to increase its investment proportion and/or make additional investment if IGE require more capital in the future, the Independent Financial Advisor should be appointed to coordinate with IGE, SET, and SEC in order to prepare for indirect listed or Backdoor Listing in the SET and comply with requirement of SET regarding listing ordinary shares in the SET.

Nonetheless, IGE has paid up capital of 50 million Baht and has more than 2-year experiences in business of providing and installing both high and low electric voltage electric equipment, and construction of electrical substation under the same group of directors and management. Those directors and management has the qualification as require by the regulation. Moreover, based on the consolidated financial statement of IGE as of 31 December 2017 which was prepared in accordance with the standard of listed company (PAE standard) audited by auditor certified by the Office of Securities and Exchange Commission. Although presently IGE does not generate minimum net profits from operations of 10 million Baht but take into account the key project that has been agreed and delivered in 2018 with realized revenue and Backlog of the Company as shown in the information memorandum. The Independent Financial advisor opines that it is possible that IGE will meet the qualification criteria of Net Profit Approach and qualify to submit filing to be listed in Market for Alternative Investment in the future.

3. Risk from dilution of shareholding portion

The Company will invest in IGE and its subsidiaries in the portion of 14% with the investment

value of 181.44 million Baht, which is the asset acquisition transaction that has the total transaction size

of 91.52% based on the Criteria of Total Value of Consideration and it gave the highest value as the result.

Consequently, if the Company intends to increase its investment proportion and/or make additional

investment in case that IGE require more capital in the future during the next 12 months and resulting in

the cumulative transaction size of greater than 100%, the transaction in the future may be subject to

comply with the Backdoor Listing regulations which requires the Company to propose the transaction to


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the Stock Exchange in accordance with the SET’s regulations regarding an acceptance of ordinary shares

as listed securities promptly and to conduct a shareholders’ meeting of the Company in order to approve

to enter into the transaction. In case that the Company increase its investment proportion and/or make

additional investment in the future and resulting in being classified as Backdoor Listing, SET might post

an SP sign to stop trading the Company’s shares. As such t is a limitation for the Company to increase its

investment proportion and/or make additional investment in the future and resulting in dilution of

shareholding in IGE at last.

Nonetheless according to the information memorandum of the Company, the Company the Company has policy for protecting benefit of the Company. After the completion of the investment in IGE, the Company may appoint the Company’s representative director (at least 1 person appointed by the Company) in Board of Directors of IGE. Also in the addendum to Share Purchase Agreement concerning voting right, ES agreed to vote in the shareholders’ meeting of IGE in the same direction with the Company (after the completion of the transaction is completed, ES and the Company will have combined shareholding of 40% of registered capital of IGE) in an agenda that required an approval with extraordinary resolution from shareholder’s meeting of IGE (such as in case that IGE will increase its capital but the transaction will impact the Company such as dilution of the Company’s shareholding portion and/or resulting in Backdoor listing). The mentioned benefit protection policy helps reduce risk from dilution of shareholding of the Company in IGE)

Although presently ES has not yet appointed representative director in order to control

management of IGE at a high level but ES has right to appoint representative director of ES in proportion

to the portion of shareholding in the future (ES is shareholder of IGE since 29 March 2018 under the

Agreement to acquire shares of IGE by ES in 2016). Also, ES has planned to appoint person to represent

ES in the management to oversee IGP (presently ES hold 31% of IGP’s shares) which management of ES

believes that holding more than 25% of IGE shares is enough for protection of ES’s benefit.


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Part 3

Valuation and Conditions of the Transaction


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3) Valuation and Conditions of the Transaction

For evaluating the Company’s asset value, the Independent Financial Advisor considers based on information

derived from interview with the management and review of the projections of the Company and IGE, together with publicly

available information. However, the Independent Financial Advisor’s opinion rendered herein is under the assumptions

that the information and documents are complete and accurate, and based on the current situation and information

perceivable at present. Any change therein could have a material impact on the business operation, the IGE’s asset

valuation, and the shareholders’ decision.

In determining a fair value of the Asset Acquisition Transaction, the Independent Financial Advisor has measured

value of the Company’s assets by 5 approaches as follows:

1) Book Value Approach

2) Adjusted Book Value Approach

3) Historical Market Price Approach

4) Market Comparable Approach

4.1 Price to Book Value Ratio Approach (P/BV Ratio)

4.2 Price to Earnings Per Share Ratio Approach (P/E Ratio)

5) Discounted Cash Flow Approach


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1. Book Value Approach

The valuation approach considers book values of IGE and its subsidiaries from their most current financial

statements. The approach does not consider future performance of IGE and its subsidiaries and other external factors such

as economy and industry situations. The valuation by the Book Value Approach of IGE and its subsidiaries is based on the

financial statements as of December 31, 2017.

Statements of Financial Position of IGE and its subsidiaries

As of December 31, 2017 (unit : Baht)

Issued and fully paid-up share capital 90,000,000

Retained earnings (deficit) Legal reserve 527,573

Unappropriated 6,568,903

Other components of shareholders' equity 189,743

*Total Shareholders' Equity of Parent Company 97,286,219

Number of issued and fully paid-up share capital (shares) 900,000

Book Value per share (Baht/share) 108.10

Remark: *Excluded non-controlling interests of 65,965,274 Baht.

Based on the Book Value Approach, the value of IGE and its subsidiaries from the financial statements as of

December 31, 2017 is approximately 97.29 million Baht.

Opinions of the Independent Financial Advisor

The Book Value Approach considers a financial position and asset value of IGE and its subsidiaries at a certain

point of time. However, the Book Value Approach cannot reflect a true market value of the assets, investment, and ability

to generate income of the business in the future, so, the Independent Financial Advisor believes that the Book Value

Approach does not reflect the true price of IGE and its subsidiaries and the ability to generate income of its business in the

future. Thus, the valuation approach is not appropriate to evaluate the share price of IGE and its subsidiaries.


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2. Adjusted Book Value Approach The valuation approach considers a value from subtracting a company’s total assets by its total liabilities at a

certain point of time and then adjusts with key items occurred after the financial statements conducted or with items that affect the book value and better reflect the true value of the firm.

To value the share price of IGE and its subsidiaries by the approach, the Independent Financial Advisor uses the book value of the IGE’s equity holders appeared in the financial statements as of December 31, 2017, which is the most updated, then, adjusts by premium or discount of key items in the assets and liabilities which have impacts to the book value of IGE and its subsidiaries as of December 31, 2017 significantly. The Independent Financial Advisor has adjusted the book value by the following items:

a. Capital increase of IGE b. Appraised items of land and buildings c. Appraised items of vehicles, tools, and equipment d. Appraised items of machine in solar power industry Remark: The appraisal reports of the subsection b – d is prepared by K.T. Appraisal Company Limited, a certified

appraiser to value properties in capital market by the Office of Securities and Exchange Commission with the

objective for public use.

The Independent Financial Advisor does not adjust other asset and liability items because there is no significant change in those items that may affect the book value of IGE and its subsidiaries as of December 31, 2017.

Adjusted Items a. Capital increase of IGE

On April 2, 2018, IGE increased its registered capital from 90 million Baht (90,000 shares with the par value of 100 Baht per share) to 270 million Baht (2,700,000 shares with the par value of 100 Baht per share) and the capital increase was fully paid as of April 2018. The objectives of the capital increase of 180 million Baht are as follows:

• For SBG1 (36 million Baht) IGE will use the proceeds of 36 million Baht to increase the capital of its subsidiary, SBG1, in order to expand the renewable energy business.

• For IGP (approximately 54 million Baht) IGE will use the proceeds of approximately 1 million Baht to pay for the share capital of its subsidiary, IGP, in order to fill the registered capital. IGE will grant the loan approximately 53 million Baht to IGP to repay its loans from related parties of approximately 37 million Baht, which were from acquiring land from its related companies for its plant, and to be the IGP’s working capital of approximately 16 million Baht.

• For IGE (approximately 90 million Baht) IGE will use the proceeds of approximately 30 million Baht to repay the IGE’s loans from related companies. The remaining of approximately 60 million Baht will be used as the IGE’s working capital


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for power transmission project bidding such as constructions of substations, transmission line both of overhead line and underground line, and other electrical systems.

Remark: In April 2018, IGE and IGP repaid all loans from the related companies already, thus, the IGE Group does not have

any debt with the related companies.

b. Appraised items of land and buildings

The Independent Financial Advisor adjusted only land items because buildings are works in progress, which are

booked at cost, thus, there is no adjustment. Remark: IGE owns shares in IGP of 51%. Land

There is one land plot with the total area of 8 - 0 – 69.7 rai (3,269.7 sq. wah), the title deed no. 23872 owned by

IGEN Powertech Company Limited. The land currently is a location of the IGP’s plant for its business operation. It is

located in IRPC industrial park, Sukhumvit Road (Highway No. 3), Ban Lang Subdistrict, Muang District, Rayong

Province. ( Please see details of the appraisal in Part 4 Annex, Details of appraised assets of land and buildings by K.T.

Appraisal Company Limited on February 23, 2018)

Appraised Item Book Value

As of December 17, 2017 (1)

Value from the Independent Appraiser as of February 23, 2017

(2)

Adjustment (2) – (1)

Land: 1 plot Title Deed No. 23872

61,319,182 Baht 60,489,450 Baht (829,732) Baht

IGE owns shares in IGP of 51%. (423,163) Baht

In summary, the adjustment of the land according to the share ownership in IGP equals to (423,163) Baht.


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c. Appraised items of vehicles, tools, and equipment

Vehicles, tools, and equipment

Vehicles, tools, and equipment used in industrial works with high voltage equipment for the IGE’s business

operation are located at 8 9 9 /4 3 Moo 2 Thepharak Soi 96, Thepharak Road, Thepharak Subdistrict, Muang District,

Samutprakarn Province. (Please see details of the appraisal in Part 4 Annex, Details of appraised assets of vehicles, tools,

and equipment by K.T. Appraisal Company Limited on February 23, 2018)




(2)


Vehicles, tools, and equipment for industrial works with high voltage equipment of 20 items

4,562,885 Baht 4,320,000 Baht (242,885) Baht

In summary, the adjustment of the vehicles, tools, and equipment for industrial works with high voltage

equipment equals to (242,885) Baht.

d. Appraised items of machine in solar power industry

A machine with equipment of 1 items in the solar power business for the SBG1’s business operation is located at 68/84-85 Moo 3, Samaedum Road, Samaedum Subdistrict, Bang Khun Thian District, Bangkok. (Please see details of the appraisal in Part 4 Annex, Details of appraised assets of machine by K.T. Appraisal Company Limited on February 23, 2018)




(2)


Machine in the solar power business

12,176,46 Baht 12,231,000 Baht 54,531 Baht

In summary, the adjustment of the machine in the solar power business equals to 54,531 Baht.


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Summary of the Book Value Adjustment Statement of Financial Position of IGE and its subsidiaries

As of December 31, 2017 (Unit : Baht)

Total Shareholders’ Equity 97,286,219

Adjusting items a. Capital increase of IGE 180,000,000

b. Appraised items of land and buildings (423,163)

c. Appraised items of vehicles, tools, and equipment (242,885)

d. Appraised items of machine in solar power industry 54,531

Total adjusting items 179,388,483

Total Shareholders’ Equity after the Book Value Adjustment 276,674,702

Number of issued and fully paid-up share capital (shares) 2,700,000

Book Value per share (Baht/share) 102.47

Based on the Adjusted Book Value Approach, the value of IGE and its subsidiaries from the most current financial statements as of December 31, 2017 is approximately 276.67 million Baht.

Opinions of the Independent Financial Advisor

The Adjusted Book Value Approach considers a financial position at a certain point of time and the book value of the assets will be adjusted with key items occurred after the financial statements conducted but the approach does not reflect a true market value of the assets and ability to generate income of the business in the future. Thus, the valuation approach is not appropriate to evaluate the share price of IGE and its subsidiaries.


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3. Historical Market Price Approach According to the valuation approach, the Market Price Approach considers the historical trading price and volume

of IGE and its subsidiaries in the Stock Exchange of Thailand. The Independent Financial Advisor calculates the Volume Weighted Average Price during the 15 – 180 days retrospectively from April 18, 2018, which is the day that the Company’s Board of Directors approved the Asset Acquisition Transaction. The market price can reflect to the demand and supply for the ordinary shares of IGE and its subsidiaries in the Stock Exchange regarding that investors acknowledge information related to industry and economic conditions under normal market circumstance.

Nonetheless, since IGE and its subsidiaries are not a listed company in the Stock Exchange, the Historical Market Price Approach cannot be applied to evaluate the share price of IGE and its subsidiaries.

4. Market Comparable Approach 4.1 Price to Book Value Ratio Approach (P/BV Ratio)

The Price to Book Value Ratio Approach uses the book values from the most recent financial statements of the IGE and its subsidiaries as of March 31, 2017 and adjusts by the capital increase items in the Subsection 2, then, multiplies by the average Price to Book Value Ratio (P/BV) of listed companies in the Stock Exchange of Thailand (“SET”).

The Independent Financial Advisor chooses 5 listed companies in electrical system production and distribution businesses including construction and installation of electrical engineering work businesses, which are quite similar to the IGE Group businesses, as the comparable in order to show how many times the investors are willing to give a premium to the book value (Price Premium) of the companies in those businesses. However, the comparable companies may have different business models and products from the others, hence, it may be a limitation of this market comparable approach.

Table of detail information of the 5 listed companies in electrical system production and distribution businesses including construction and installation of electrical engineering work businesses as the comparable companies

Symbol Company Names Businesses

DEMCO Demco Public Company Limited The company operates in 5 core businesses; 1) design, construction and contract all kinds of electrical engineering works such as transmission line, substation, renewable energy power plant, 2) design, construction mechanic and electrical system, 3) energy conservation business, 4) telecommunications, and 5) fabrication and distribution of steel structure for transmission Line, and billboard signs.

GUNKUL

Gunkul Engineering Public Company

Limited

- Business to produce, procure and supply equipment for electrical system in domestic and international.

- Business to produce, procure and supply energy-saving products


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Symbol Company Names Businesses

- Business to produce and distribute electricity from renewable energy resources in local and international

- Business to construct alternative energy power plant - Business to operation and maintenance

AKR

Ekarat Engineering Public Company

Limited The transformer manufacturer that provides repair and maintenance service, design and build up the substation, installation for equipment and industrial electric system. Including manufacturer and distributor of Solar Cell and Solar Module, design and installation of Solar Power System.

ASEFA ASEFA Public Company Limited ASEFA Public Company Limited ("the Company") operate 4 core businesses; 1) Manufacture and distribute switchboards, including switchboards designed and developed by the company under brand "ASEFA" and licensed switchboards from Schneider Electric Industries S.A. and Socomec S.A. that are type-tested switchboards that the Company needs to manufacture strictly to the design with specific components from the licensors, 2) Distribute other related electrical components, electrical and control products and electrical power distribution products, 3) Integrated engineering services and after sales services, and 4) Power plant demolition which is the revenue from sales of scrap or equipment from demolition of Bang Pakong Combined Cycle Power Plant unit 1 and unit 2 which is operated by the joint venture named "Asefa Suntech Joint Venture".

CPT

CPT Drives And Power Public Company

Limited

The company manufactures and distributes electrical power distribution panel, distributes electrical component and electrical control product which used in industrial factory. The company also provides services about the installation for power distribution panel and the construction for power substation.

Source: www.set.or.th



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Financial information of the 5 comparable listed companies in electrical system production and distribution businesses including construction and installation of electrical engineering work businesses

Symbol IGE DEMCO GUNKUL AKR ASEFA CPT Period 2560 Q1/2561 Q1/2561 Q1/2561 Q1/2561 Q1/2561

Total assets 478.33 7,140.76 33,388.32 1,998.74 2,202.25 1,377.74

Total liabilities 315.08 4,029.91 23,602.85 804.22 649.39 289.49

Shareholders’ equity 163.25 3,110.85 9,156.02 1,194.51 1,561.25 1,088.25

Total revenues 175.09 1,284.33 1,682.40 346.79 647.06 186.28

Net income 2.02 76.66 -109.11 -6.44 53.64 1.04 Source: www.set.or.th The valuation approach has the calculation formula as follows:

Enterprise Value = P/BV Ratio of Comparable Companies X Book Value of the Company (December 31, 2017) For the IGE’s ordinary share valuation by using the Price to Book Value Ratio Approach, the Independent

Financial Advisor has set April 18, 2018, which is the day that the Company’s Board of Director approved the Asset Acquisition Transaction, as the day to calculate the historical average Price to Book Value Ratio (P/BV). The Independent Financial Advisor calculates the P/BV during the 1 5 – 1 8 0 business days retrospectively (1 8 0 days is a period that can sufficiently cover fluctuation). Details are as follows.

Summary of the Price to Book Ratio (P/BV) of 5 listed companies in electrical system production and distribution businesses including construction and installation of electrical engineering work businesses as the comparable companies is below.

No. Symbol Average Historical P/BV (business days)

15 days 30 days 60 days 90 days 180 days 1 DEMCO 1.27 1.25 1.30 1.34 1.41 2 GUNKUL 2.60 2.77 3.00 3.08 3.16 3 AKR 1.13 1.12 1.17 1.19 1.20 4 ASEFA 2.11 2.13 2.18 2.22 2.45 5 *CPT 1.68 1.71 1.74 - -

Average (all) 1.76 1.79 1.88 1.96 2.05 Average (except *CPT) 1.78 1.82 1.91 1.96 2.05

Remark: *CPT started its first day trade on December 20, 2017, so, the historical data are only 79 business days. The Independent Financial Advisor assigned equal weight for each company to calculate the average by disregarding the companies’ business size.

Source: SETSMART



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Summary of the valuation of IGE and its subsidiaries based on the Price to Book Value Approach

Historical Average Data Referred P/BV

Book Value of IGE and its subsidiaries

Value of IGE and its subsidiaries

(Times) (Baht) (Baht)

Average P/BV for 15 business days 1.78 276,674,702 491,558,721 Average P/BV for 30 business days 1.82 276,674,702 502,671,821 Average P/BV for 60 business days 1.91 276,674,702 529,693,717 Average P/BV for 90 business days 1.96 276,674,702 541,244,886 Average P/BV for 180 business days 2.05 276,674,702 568,439,703

Average 1.90 276,674,702 526,721,770

Based on the Price to Book Value Ratio Approach (P/BV Ratio), the value of IGE and its subsidiaries equals to


The Price to Book Value Ratio Approach is an approach using the market price compared with the book value of

its peers under the same business group. In addition, the approach is used to compare the price premium that the investors

are willing to pay for a given book value of the business. Nonetheless, the Price to Book Value Ratio Approach does not

reflect the true market value of the assets and ability to generate income in the future. Thus, the valuation approach is not

appropriate to evaluate the share price of IGE and its subsidiaries.

4.2 Price to Earnings Per Share Ratio Approach (P/E Ratio) The Price to Earnings Ratio Approach is applying the historical net income of the IGE and its subsidiaries

(consolidated financial statements) from the last 4 quarters until December 31, 2017, which is the most recent financial

statements on the valuation date, multiplied by the average Price to Earnings Ratio (P/E) of those listed companies in

Subsection 4.1. The average P/E of the listed companies collected 15 – 180 days from April 18, 2018, retrospectively.

However, because IGE and its subsidiaries had net loss (consolidated financial statements) in from the last 4

quarters until December 31, 2017, The Price to Earnings Ratio Approach cannot be used to evaluate.

Remark: Based on the IGE’s consolidated financial statements as of December 31, 2017, it had the net profit of 2,020,774 Baht but it had the

other income from debt relief of 17,288,110 Baht, which is not the operating income.


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5. Discounted Cash Flow Approach (DCF)

The valuation with this approach will reflect the value of IGE and its subsidiaries by finding net present value of

the cash flows IGE and its subsidiaries in the future by using an appropriate discount rate under information and

assumptions received from the Company and IGE and the interview with the concerned management and staff. The

assumptions are based on its business operation under a going concern basis and considered from economy situation and

information during the study period. If there is any material change from the said assumptions in the economic situation

and any other external factor that affect the Company’s operation and also in the Company’s situation, the fair value the

DCF approach will change as well. Therefore, the Independent Financial Advisor’s opinion could not confirm any material

effect to the Company in the future and whether IGE and its subsidiaries can achieve their business plan.

The financial projection of IGE and its subsidiaries has an objective to find the fair value of IGE and its

subsidiaries for the Asset Acquisition Transaction and the value may not be used as a reference price for any purpose other

than the objective indicated above.

Assumptions for the Projection

The Independent Financial Advisor prepared the financial projection of IGE and its subsidiaries by evaluating

each company individually, then, combining the value of each company according to the IGE’s shareholding portion (Sum

of the parts) as follows:

Company Business

IGE’s shareholding

portion 1 IGEN Engineering Company Limited Core business related to power

transmission system 100%

2 IGEN Powertech Company Limited Core business related to production and distribution of busduct

51%

3 Siam Bio Generation 1 Company Limited Core business related to procure renewable energy and energy consultancy

100%

Capital Increase of IGE

On April 2, 2018, IGE increased its registered capital from 90 million Baht (90,000 shares with the par value of

100 Baht per share) to 270 million Baht (2,7 0 0 ,000 shares with the par value of 100 Baht per share) or equivalent to the

capital increase of 180 million Baht. The increased shares are fully paid.


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5.1 Assumptions on the financial projection of IGEN Engineering Company Limited (IGE)

The Independent Financial Advisor prepared the IGE’s financial projection with the period of 5 years (because

the company does not have any major change in its business plan after the 5 years that may affect the company’s operation,

moreover, the 5-year period is sufficient for conducting a financial projection of a business with no significant change).

The financial projection is based on going concern basis of the IGE’s business and there is no major change occurred and

under the current economy and circumstance.

Assumption on Revenue of IGE

IGE’s business characteristic is service works of maintenance and installation of electrical systems including

power transmission works. The company subcontracts to other contractors for their related works and IGE has a

responsibility to control and inspect the quality of the works.

Major revenues of IGEN Engineering Company Limited can be separated to 2 categories, which are:

1. Private sector works – Revenues from maintenance and installation of electrical systems

2. Government sector works - Revenues from bidding works from Provincial Electricity Authority (PEA) and/or

other public agencies.

Remark: Presently, IGE is a contractor with the full qualification to bid for Provincial Electricity

Authority (PEA) works directly and has sufficient ability to subcontract works from other

bidders of PEA’s works and/or MEA and/or EGAT and/or other public agencies.

Revenues from private sector works

Revenues from private sector works 2015A 2016A 2017A Avg. Revenues from maintenance and installation of electrical systems (million Baht)

70.90 94.63 93.64 86.39

Growth Rate 33.47% -1.05% 16.21%

The Independent Financial Advisor applied the revenues from maintenance and installation of electrical

systems in 2017 of 93.64 million Baht as the base year for the projection because it can reflect number of works

and capability of IGE presently and assumed that IGE does not increase the quantity of its private sector works

and maintain its existing customers’ work quantity without any new customer due to the conservative principle.

The growth rate is 3% based on the historical average inflation of Thailand in order to capture the increase in

goods and service price. The growth rate of 3% is lower than the average historical growth of the IGE’s revenues

of 16.21%.


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Revenues from government sector works

2558A 2559A 2560A 2561F Estimated project value of the projects that IGE expects to win the bids (million Baht)

- - 536.95 553.06

Growth Rate 3.00%

Estimated revenue recognition (million Baht) 496.23

2562F 2563F 2564F 2565F

Estimated project value of the projects that IGE expects to win the bids (million Baht)

569.65 586.74 604.34 622.47

Growth Rate 3.00% 3.00% 3.00% 3.00%

Estimated revenue recognition (million Baht) 603.50 571.85 589.00 606.67

• Assumption on the quantity of works Presently, IGE is a contractor with the full qualification to bid for Provincial Electricity Authority (PEA) works directly ( IGE is in the list of the PEA’s qualified bidders during the mid of 2017) and has sufficient ability to subcontract works from other bidders of PEA’s works and/or MEA and/or EGAT and/or other public agencies. In 2017, IGE won the PEA’s bids with the total project value of 536.95 million Baht. (Bidding value of the second half of 2017) However, based on the conservative principle, the Independent Financial Advisor set the assumption that IGE will bid only works from PEA and there will be no subcontracted works from other bidders of PEA’s works and/or MEA and/or EGAT. The projection assumed to win biddings every quarter equally. The assumption of the won bidding projects is the project value in 2017 and the growth rate is 3% based on the historical average inflation of Thailand in order to capture the increase in goods and service price. The quantity of the PEA’s projects, which are under operation currently and will operate in the future (source: www.pea.co.th) during 2018 – 2023 have the total value of approximately 190,000 million Baht or approximately 30,000 million Baht yearly. PEA has the condition that a cumulative quantity of works per each bidder must not exceed 2,000 million Baht per bidder. In Thailand, companies that have the qualification to bid PEA’s works are approximately 20 – 25 companies, thus, the average of the work quantity of a bidder will be approximately 1,200 – 1,500 million Baht per year.

• Assumption on the construction and delivery of works According to the interview with the management of the IGE Group, each project requires time to construct and deliver around 1 – 2 years. Hence, the Independent Financial Advisor set the assumption on the construction and delivery of works is 1.5 years or 6 weeks.


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• Assumption on the revenue recognition The Independent Financial Advisor set the assumption that IGE will recognize revenues from a project, which is won in any quarter, in the next quarter and the revenue is assumed to be recognized every quarter equally until fully paid according to the assumption on the construction and delivery of works of approximately 6 quarters regarding the project milestone.

Example of bidding and revenue recognition Year 2018

Quarter Q 1 Q 2 Q 3 Q 4 Total Value of bidding projects (million Baht) 138.26 138.26 138.26 138.26 553.06 Revenue recognition (million Baht) Value of bidding projects 1 / 2561 23.04 23.04 23.04 69.13 Value of bidding projects 2 / 2561 23.04 23.04 46.09 Value of bidding projects 3 / 2561 23.04 23.04 Value of bidding projects 4 / 2561 -

Total revenue recognition of value of bidding projects 2018 138.26 Assumption on expenses of IGE

2015A 2016A 2017A Avg.

Total revenues (million Baht) 70.90 101.32 154.53 108.92

Cost of Goods & Services (million Baht) 58.94 76.63 127.90 87.82

Cost of Goods & Services (% of revenues) 83.12% 75.64% 82.77% 80.51%

Cost of distribution (million Baht) 0.56 1.94 0.62 1.04

Cost of distribution (% of revenues) 0.79% 1.92% 0.40% 1.04%

Administration Expenses (million Baht)

- Employee expenses 9.83 13.94 17.74 13.84

- Other expenses (utility, rent) 7.21 10.08 11.02 9.43

• Cost of Goods & Services The Independent Financial Adviser set the assumption on cost of goods & services of 85% of revenues which is higher than the average of the historical actual cost (based on the conservative principle).

• Cost of Distribution The Independent Financial Adviser set the assumption on the distribution cost of 3% of revenues according to the IGE’s policy, which is higher than the average of the historical actual cost and similar to an average of companies in alike business.

• Administration expenses – employee

The Independent Financial Adviser applied the administration expenses – employee in 2017 as the base

year for the projection because it can reflect number of works and capability of IGE presently with the


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growth rate of 4%, which is greater than the historical average inflation of Thailand and aligned with the

IGE’s policy, moreover, it is a practice to assume the growth rate of employee expenses slightly greater

than the inflation.

• Administration expenses – others The Independent Financial Adviser applied the administration expenses – others in 2017 as the base year

for the projection because it can reflect number of works and capability of IGE presently. The growth rate

is 3% based on the historical average inflation of Thailand in order to capture the increase in goods and

service price.

Other assumptions of IGE

Assumptions Remark TAX Tax rate of 20.00% Actual figure Interest 6.28% Average MLR of 5 commercial banks,

close to the current IGE’s interest rate Private sector

works Government sector works

Collection period 30 days 60 days IGE’s policy and standard practice Inventory days 30 days 30 days IGE’s policy and standard practice Payable period 30 days 60 days IGE’s policy and standard practice

Assumption on Capital Expenditure (CAPEX) of IGE

Yearly CAPEX Total CAPEX (Baht) Useful life (years) Yearly CAPEX (Baht) Tools, equipment and vehicle 4,562,893 7 651,842 651,842

The Independent Financial Advisor applied the book value of tools, equipment, and vehicles stated in the IGE’s

financial statements as of December 30, 2017 of 4,562,893 Baht divided by the useful life of approximately 7 years to

find the annual investment of IGE in tools, equipment, and vehicles in order to replace the depreciated tools, equipment,

and vehicles.


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Assumption on the cash flows after the projection period (Terminal Value)

The Independent Financial Advisor considered the assumptions based on going concern basis of the

IGE’s business by calculating with the Perpetuity Growth Model and set the growth rate of the cash flows after

the projection period of 0.00% due to the conservative principle.

Projection of cash inflow and outflow of IGE

Unit: million Baht 2018 2019 2020 2021 2022 Revenues from private sector works 96.45 99.34 102.32 105.39 108.55 *Revenues from government sector works 496.23 603.50 571.85 589.00 606.67

Total revenues 592.68 702.84 674.17 694.40 715.23 Cost of Goods & Services 503.78 597.41 573.04 590.24 607.94

Gross profit 88.90 105.43 101.13 104.16 107.28 Cost of distribution 17.78 21.09 20.23 20.83 21.46 Administration Expenses - Employee expenses 18.45 19.19 19.95 20.75 21.58 - Other expenses 11.35 11.69 12.04 12.40 12.78 Depreciation 1.40 1.42 1.51 1.51 1.61

Operating profit 39.93 52.04 47.39 48.66 49.86 Financial cost 7.12 7.21 7.29 7.38 7.47

Profit before tax 32.80 44.83 40.10 41.28 42.39 Tax 6.56 8.97 8.02 8.26 8.48

Net profit 26.24 35.87 32.08 33.02 33.91

Remark: * Revenues from government sector works are the revenue projection of the won bidding projects which are not the value of the

IGE’s expected won bidding projects. (Please see details in “Assumption of revenue recognition”)


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Assumption of discount rate (WACC) (IGE)

The discount rate used to estimate the present value of the future cash flow is calculated from the (Weighted Average Cost

of Capital: WACC) of the business, which is formulated from:

• Debt-to-Equity Ratio • Cost of Debt after tax: Kd*(1-t) • Cost of Equity: Ke

By using the following formula:

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

Ke Rate of Return of Equity of 18.25%

Kd Interest rate of average MLR from 5 commercial banks of 6.28%

T Effective Tax Rate of 20.00%

D/E The company’s debt divided by equity of approximately 60 / 40 (Target D/E), which is close to the actual ratio

Risk Since the company is not a listed company, the Independent Financial Advisor adjusts the calculated WACC of

1% increase to compensate for the risk.

(The Independent Financial Advisor has an opinion that the non-listed companies have higher risk than listed companies due to their lack of liquidity, so, it is more difficult to buy or sell their shares. In addition, the non-listed companies are not required to disclose information publicly, thus, it is more difficult to follow changes to expected impacts to the companies. Furthermore, in general, to buy shares of non-listed companies, the buyer will give a discount to compensate those risks. In this case, the incremental of WACC is 1%, which equals to the discount of 10% from the firm value.)

Ke is calculated by the following formula:

Ke = Rf + β (Rm – Rf)

Rf Yield of Government Bonds

3.38% Referring to the 30- year Government Bond Yield as

of April 30, 2018 from www.thaibma.or.th, which

can reflect turn of long-term bonds.

Rm Average Rate of Return of Stocks in

the Stock Exchange of Thailand 14.71% Calculating the changes of the SET Index during the

1 9 75 to 2 0 1 8 ( data from the Stock Exchange of

Thailand) which can represent the market situations

in different periods better than a short period

information.

β

Coefficient of the Variance of the SET

Index and the Stock Price 1.3128 Average β of the IGE’s comparable companies

consisted of DEMCO, GUNKUL, ASEFA, and AKR

(3-year average from Reuters)

WACC Weighted Average Cost of Capital of 11.32%


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Cash Flow Projection of IGE

unit: million Baht 2018 2019 2020 2021 2022 EBITDA 41.32 53.46 48.90 50.17 51.47 Less tax (6.56) (8.97) (8.02) (8.26) (8.48) Add (less) change in working capital

(47.60) (10.38) 2.75 (1.87) (1.93)

Less CAPEX (0.65) (0.65) (0.65) (0.65) (0.65) Free Cash Flow to Firm (13.49) 33.47 42.98 39.39 40.41 Present Value of Cash Flow (12.12) 27.01 31.16 25.65 23.64

Present Value of Cash Flow after the projected period (PV of Terminal Value)

95.35

Firm Value 304.29 Add Cash in the financial statements as of Dec 31, 17 23.54 Less Liabilities in the financial statements as of Dec 31, 17 (40.70) Add Cash from Capital Increase 180.00 Equity Value 467.13


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Sensitivity Analysis of the Valuation (IGE)

The Independent Financial Advisor has conducted the sensitivity analysis of the valuation in order to cover all

effects expected to be changed according to the changes of the following factors:

• Weighted Average Cost of Capital (WACC)

Sensitizing the WACC of plus and minus 0.5%, which is appropriate for the valuation because it will

not widen the price range to large until it is not useful for the shareholders to make their decision but still covers

the risk of WACC volatility.

• Growth rate of the quantity of the government sector works Sensitizing the value of the government sector works to increase 5 - 10% per year from the base year

due to the conservative basis. The Independent Financial Advisor set the assumption that IGE will bid only works

from PEA and there will be no subcontracted works from other bidders of PEA’s works and/or MEA and/or

EGAT and/or other public agencies.

Actually, IGE has sufficient potential to have additional works from the projection of the Independent

Financial Advisor. In addition, the value of the government sector works of the Independent Financial Advisor

is referred from the bidding projects in the second quarter of 2017. Therefore, the Independent Financial Advisor

does not prepare analysis of the negative scenario of the government sector works.

Growth rate of the government sector works WACC

11.82% 11.32% 10.82%

3.00% (Base Case) 452.27 467.13 483.38 5.00% 474.41 490.54 508.19 10.00% 533.89 553.45 574.86

From the valuation by the Discounted Cash Flow Approach, the shareholder’ equity of IGE is approximately

452.27 – 574.86 million Baht.


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5.2 Assumptions on the financial projection of IGEN Powertech Company Limited (IGP)

The Independent Financial Advisor prepared the IGP’s financial projection with the period of 5 years (because

the company does not have any major change in its business plan after the 5 years that may affect the company’s operation,

moreover, the 5-year period is sufficient for conducting a financial projection of a business with no significant change).

The financial projection is based on going concern basis of the IGP’s business and there is no major change occurred and

under the current economy and circumstance.

Assumption on the IGP’s Production

Overall production capacity

The products of IGP are consisted of Standard 3m, Elbow, and Flanged end. Each product is separated into

different sizes as Small, Medium, and Large size (Please see the details in Part 4 Annex Busduct Information).

IGP can produce with full capacity as follows:

Total capacity (consist of Standard 3 m, Elbow, and Flanged end)

No. of products in 1 shift in a day

No. of products in 1 shift in a year

No. of products in 3 shift in a year

Total 75 22,500 67,500

Separated by the size of the products

Product Size Production Portion (%)

Small (S) - 1,000A 50.00

Medium (M) - 3,200A 30.00

Large (L) - 5,000A 20.00

Total 100.00

The IGP’s machine are the same as the machine of DKC Europe srl that the production system is full automated

and use human to control the machine and assemble only. The assembling process by human is the longest time process.

IGP and DKC Europe srl use 1 person to assemble 1 set, so, it can increase the daily production per shift-day because labor

cost in Thailand is lower than in Italy.

Nonetheless, due to the conservative principle, the Independent Financial Advisor is referring the production rate

per shift-day of DKC Europe srl. The production portion and product types are in accordance of the machine of DKC

Europe srl.


70

• Number of working shifts

IGP can produce 3 shifts per year at most referring from the information that the Independent Financial

Advisor received from IGP.

• Number of production days per year

In 1 year, the working days is only 300 days referring from the information that the Independent Financial

Advisor received from IGP.

Actual Productivity Rate

Production capacity multiply by production number with full capacity will result to the production number that

IGP can produce. But the yearly production rate cannot be used because the yearly production rate must compare to the full

capacity. Thus, if IGP needs to use the yearly production rate to compare, it must adjust the yearly production rate according

to proportions of other variables to the full capacity of those variables. The Independent Financial Advisor set the

assumptions on the production as follows.

2018 2019 2020 2021 2022 Number of shift per year 1 2 2 2 3 Production rate per year 50.00% 60.00% 70.00% 80.00% 60.00% Production days per year 150 300 300 300 300 *Actual production rate 8.33% 40.00% 46.67% 53.33% 60.00%

Remark : *Actual production rate = shifts per year

3 x

Production days per year

300 days or 1 year x yearly production rate

Projection of actual production number per year

2561 2562 2563 2564 2565

*Number of Busduct produced (units) 5,625 27,000 31,500 36,000 40,500 Remarks : * Number of Busduct produced are consisted of Standard 3m, Elbow and Flanged end busducts with all sizes of small, medium,

and large.

Calculating from number of products that can be produced 3 shifts per year based on the assumption of production

capacity multiplied by actual production rate.


71

Assumption on sales of IGP IGP has entered into the Distribution Agreement with DKC Europe SRL. Therefore, it has the right to sell

products in Thailand, Cambodia, Myanmar, Lao People’s Democratic Republic, Socialism Republic of Vietnam (CLMVT), and DKC Asia Pacific (S) PTE. LTD., a company in Singapore that collects buying orders from customers in Asia who wants to order products from the IGP’s factory in Thailand. IGP provides discount to DKC Asia Pacific (S) PTE. LTD. not greater than 20% of selling price per unit. The selling proportions are as follows:

% of sales 2018F 2019F 2020F 2021F 2022F CLMVT 35.0% 40.0% 45.0% 50.0% 50.0%

DKC Asia Pacific (S) pte ltd

65.0% 60.0% 55.0% 50.0% 50.0%

Total 100.0% 100.0% 100.0% 100.0% 100.0%

The Independent Financial Advisor received the sale proportion above from the IGP’s management and reduced the portion of the CLMVT by increasing the sale portion of DKC Asia Pacific (S) pte ltd. The Independent Financial Advisor assumed to depend on CLMVT as much as DKC Asia Pacific (S) pte ltd in 2021 onwards because the Independent Financial Advisor believed that DKC Asia Pacific (S) pte ltd does marketing in Asia with customer base and well-known to the customers. Due to the conservative principle, the Independent Financial Advisor adjusted the information received from the IGP’s management, which relies on the CLMVT market more than DKC Asia Pacific (S) pte ltd. Moreover, the Independent Financial Advisor conducted additional analysis as follows:

Demand on Busduct Presently, Busduct is used in industrial plants, buildings with greater than 8 floor, mega structures (such

as airports, department stores, auditoriums, etc.) and infrastructure projects because it has flexible physical quality and usages more than normal electrical wires. It is also well-known for medium and large size contractors. Currently, Asia Pacific countries have many developing countries, so, the region is still a large market of Busduct industry.

Busduct Global Business Prospect According to the Information Memorandum of the Company, the sale forecast of the Busduct business

in the world market will increase from 6.35 billion USD to 8.85 billion USD in 2022. The sale forecast of the Busduct business in the Asia Pacific region of 60% equivalent to approximately 3.81 billion USD (source: absolutereport.com & markets and market research). In the Asia Pacific region, there are the busduct production plants in Vietnam, Malaysia, India, and Taiwan.

According to the Information Memorandum of the Company regarding the world busduct trend, the Independent Financial Advisor has additional opinions that the Asia Pacific countries have many developing countries which require investing in infrastructure and economy, therefore, it is an opportunity and a market for Busduct. Furthermore, the labor cost in the Asia Pacific region is lower than those in other regions of the world, so, it can be a labor and industry source of the busduct.


72

CLMY Market Referring to demand on Busduct, Busduct global business prospect, projected revenue and market share of IGE

in Thailand as shown in the information memorandum of the Company, it represents market and demand for Busduct in CLMVT. Also, by setting up Busduct production plant in Thailand along with entering into a Distribution Agreement with DKC Europe srl, which grant the right to supply product, have help decrease the weakness in price and logistic time. In the past, Busduct of DKC Europe srl, which imported by IGP, is required to use an aluminum from Asia Pacific as raw materials for its Busduct production. As such it took long time and high cost related to import and export of raw material and finish Busduct product. In general, Busduct produced by different producer cannot be used together directly and in case that there is a problem found at construction sites, it would take long time to produce and transport Busduct as a result the contractor might be penalty for project delay.

From the reason mentioned above, the Independent Financial Advisor opines that setting up Busduct, world-class technology of busduct manufacturer, international standard certified of IEC61439-6 as Fully Type Tested, production plant in Thailand of IGP will help attract contractors to have more interest in product of IGP. Also, IGP has experienced Busduct marketing team with understanding of CLMVT market. Moreover, the management team, Mr. Peerayot Rujitess and Mr. Santi Chaowanantakul possess knowledge, ability, and more than 30 years of experiences in business of power transmission including electrical equipment. They are also founders of Igeneration Company Limited and have vision of building a first Busduct production plant and distributing in Thailand as they see the opportunities and expansion of the business in Asia Pacific.

DKC Asia Pacific (S) pte ltd

DKC Asia Pacific (S) PTE. LTD. Has a responsibility to collect orders from customers in Asia. In 2015, DKC Asia Pacific (S) PTE. LTD. had trade parties in more than 15 countries in Asia and it had revenues more than 20 million dollars per year. Currently DKC Asia Pacific (S) PTE. LTD. imports Busduct from Italy while Busducts of DKC from Thailand are produced by IGP.

Although, DKC Asia Pacific (S) pte ltd has not guaranteed the minimum order, but due to the rationales on price and transportation time (IGP gives discount to DKC Asia Pacific (S) pte ltd not exceed 20% of the unit price. The busduct sale projection of IGP by the management is close to the average selling price in the current market and lower than the selling price of busduct imported from DKC Europe srl according to the price information in Thailand), DKC Asia Pacific (S) pte ltd would like to order goods from Thailand (IGP) in order to distribute in Asia to gain the competitive advantage. The management of DKC Asia Pacific (S) pte ltd has preliminarily forecasted value of busduct ordered from IGP during August – December 2018 of approximately 200 million Baht if the IGP’s plant is finished and ready to produce busduct.

From the above information, the Independent Financial Advisor has an opinion that the portion of IGP’s sale for CMLVT and DKC Asia Pacific (S) pte ltd used in the valuation is possible and appropriate.


73

Assumption on selling price of IGP’s Busduct

The weighted average selling price in 2018 by the IGP’s management (IGP can set the selling price on its decision

by using the price of DKC Europe srl as a guideline for price setting and the domestic selling price will be cheaper than the

current import price because of the advantage from raw material cost (presently, DKC Europe srl imports raw materials

from the Asia Pacific region), transportation cost, import duty, etc.

Customer group Weighted average selling price (Baht/unit) CLMVT 25,869 DKC Asia Pacific (S) pte ltd 20,695

The above weighted average selling price (weighted average selling price of busduct calculated from the selling

price of Standard 3 m, Elbow and Flanged busducts including all sizes of small, medium, and large) is referred to the

information that the Independent Financial Advisor received from the IGP’s management. However, the Independent

Financial Advisor has checked with the current market price of busduct sold in Thailand and it is close to the IGP’s selling

price (The busducts that the Independent Financial Advisor inspected the price are in different plant locations based on

each producer. Their main plants are located in Italy, China, Malaysia, etc.) and lower than the price of the busduct imported

from DKC Europe srl.

Remark: The Independent Financial Advisor used the comparable information of Standard 3m busduct only because it is

the major product used in general.


74

Assumptions related to growth rate of selling price and cost of Aluminum

The Independent Financial Advisor applied the price index of Aluminum from World Bank Commodities Price

Indices ( Update: May 02, 2018) from the average historical price of aluminum from March 1988 to March 2018 for 20

years to project the growth of selling price and amount of aluminum because the raw materials of the company ( major

component of Busduct) mostly are aluminum. The average growth of selling price and amount of aluminum per year for

the last 20 years by using the 12 months figures in April 2017 to March 2018 is +2.97%. The Independent Financial

Advisor, thus, used the growth rate of selling price and cost of aluminum of 3.00% due to the conservative basis to reflect

the trend of the selling price and cost of the major raw material of busduct.

Graph of Historical Aluminum Price for 20 years retrospectively

(Source of Aluminum Price : www.indexmundi.com/commodities/?commodity=aluminum&currency=thb)

Remark: per. = period = month

Assumption on costs of IGP

The Independent Financial Advisor separates production cost (exclude labor cost) and production labor cost as

follows:

Assumptions of production cost (exclude labor cost)

Assumptions of production cost (exclude labor cost) are comprised of aluminum cost, other raw materials (such

as bolts, screws), general expenses (such as electricity), provision for aluminum cost and other raw materials, and royalty

-

20.00

40.00

60.00

80.00

100.00

120.00

Mar-9

8

May-9

9

Jul-00

Sep-0

1

Nov-0

2

Jan-04

Mar-0

5

May-0

6

Jul-07

Sep-0

8

Nov-0

9

Jan-11

Mar-1

2

May-1

3

Jul-14

Sep-1

5

Nov-1

6

Jan-18

THB/Kg THB/Kg

12 per. Mov. Avg. (THB/Kg)




75

fee under the contract between IGP and DKC Europe srl. The amount of aluminum and other raw materials is referred from

the amount, mixture, and production from DKC Europe srl. To calculate the weighted average production cost (exclude

labor cost), since the plant and machine setup to produce the IGP’s busduct including production processes are from the

know-how of DKC Europe srl, the machine and production processes of IGP and DKC Europe srl are the same. Moreover,

the core raw material, aluminum, is the processed aluminum, so, the price is higher than non-processed aluminum. Thus,

the Independent Financial Advisor used the processed aluminum price of IGP according to the quotation from its suppliers

in Thailand which will be expired in August 2018 and believed that it is sufficient for the projection and the aluminum

price is not highly fluctuated. The growth rate is 3% per year. ( Please see “Assumption related to growth rate of selling

price and cost of Aluminum”) The growth rate of production cost (exclude labor cost) is 3% which equals to the average

growth rate of aluminum price and the historical average inflation of Thailand of 3% in order to capture the increase in

goods and service price.

Weighted average production cost (exclude labor cost) 12,264 Baht/unit

Assumption of production labor cost

The assumptions of the production labor cost are consisted of machine controlling persons, assembling persons,

engineers, and plant managers of 15 people in total. The labor cost is approximately 3,132,720 Baht per shift per year. The

growth rate is 4.00%, which is greater than the historical average inflation of Thailand and aligned with the IGE’s policy,

moreover, it is a practice to assume the growth rate of employee expenses slightly greater than the inflation.

Assumptions on expenses of IGP

Assumptions Remark Cost of distribution 8.00% of revenue IGE’s policy, which is greater than the average of

comparable companies Administration expenses - Employee expenses 3,283,200 Baht per year

Growth rate of 4.00% Projected by the IGP’s management The rate is greater than the historical average inflation of Thailand and aligned with the IGE’s policy, moreover, it is a practice to assume the growth rate of employee expenses slightly greater than the inflation.

- Other expenses (utility) 3,000,000 Baht per year Growth rate of 3.00%

Projected by the IGP’s management Based on the historical average inflation of Thailand in order to capture the increase in goods and service price.


76

Other assumptions of IGP Assumptions Remarks

TAX Tax rate of 0.00% Tax rate of 20.00% for the terminal value calculation

BOI privilege of tax exemption for 8 years starting on the commercial operating date (IGP expects to start the production in the second half of 2018) for the busduct production. Actual figure after the BOI privilege period

Interest 6.28% Average MLR of 5 commercial banks, close to the current IGE’s interest rate

Collection period 60 days IGP’s policy Inventory days 45 days IGP’s policy Payable period 30 days IGP’s policy

Assumption on Capital Expenditure (CAPEX) of IGP

Annual CAPEX Total CAPEX (Baht) Useful life (years) Yearly CAPEX (Baht) Machine 236,612,500 20 11,830,625 Building and renovation 40,500,000 20 2,025,000

13,855,625 Patent 50,982,500 5 10,196,500

Annual CAPEX after the projection period 24,052,125

The Independent Financial Advisor applied the actual value of the IGP’s investment in machine of approximately

236,612,500 Baht and the future investment in buildings and renovation expected by IGP of approximately 40,500,000

Baht. Total machine, buildings and renovation of 277,112,500 Baht divided by the useful life of approximately 20 years to

find the annual investment of IGP in machine, buildings, and renovation in order to replace the depreciated machine,

buildings, and renovation.

The patent between IGP and DKC Europe srl is 5 years with the value of approximately 50,982,500 Baht and

will start on the commercial operating date (IGP expects to start the production in the second half of 2018) and it can be

renewed every 5 years. The Independent Financial Advisor gives the assumption for the investment in the patent for each

year equally during the projection period. (The first 5 years of the patent is already incorporated in the projection of the

Independent Financial Advisor with the payment period under the contract).


77

Assumption on the cash flows after the projection period (Terminal Value)

The Independent Financial Advisor considered the assumptions based on going concern basis of the

IGP’s business by calculating with the Perpetuity Growth Model and set the growth rate of the cash flows after

the projection period of 0.00% due to the conservative principle.

Projection of cash inflow and outflow of IGP

Unit: million Baht 2018 2019 2020 2021 2022 Revenues from CLMVT 50.93 287.76 389.02 508.82 589.59 Revenues from DKC Singapore 75.67 345.32 380.38 407.05 471.67

Total revenues 126.60 633.08 769.40 915.87 1,061.26 Cost of Goods & Services 71.82 353.91 424.31 498.65 580.63 Depreciation 14.55 22.17 35.88 35.88 35.88 Gross profit 40.23 257.00 309.21 381.34 444.75 SG&A 16.54 57.29 68.43 80.39 92.27 Operating profit 23.68 199.72 240.78 300.95 352.47 Financial cost 13.43 14.92 12.13 9.16 6.02 Profit before tax 10.25 184.80 228.65 291.79 346.45 Tax - - - - - Net profit 10.25 184.80 228.65 291.79 346.45


78

Assumption of discount rate (WACC) (IGP)





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




D/E The company’s debt divided by equity of approximately 60 / 40 (Target D/E), which is close to the actual ratio






Rf Yield of Government Bonds 3.38% Referring to the 30- year Government Bond Yield as








information.

β


Index and the Stock Price 1.3128 Average β of the IGE’s comparable companies

consisted of DEMCO, GUNKUL, ASEFA, and AKR

(3-year average from Reuters)



79

Cash Flow Projection of IGP

unit: million Baht 2018 2019 2020 2021 2022 EBITDA 38.24 221.89 266.22 327.08 379.30 Less tax - - - - - Add (less) change in working capital (25.57) (77.99) (20.76) (22.26) (22.43) Less CAPEX (58.46) (13.86) (26.72) (13.86) (13.86) Free Cash Flow to Firm (45.80) 130.04 218.74 290.97 343.01 Present Value of Cash Flow (41.14) 104.95 158.58 189.51 200.69 Present Value of Cash Flow after the projected period

(PV of Terminal Value) 1,224.09

Firm Value 1,836.68 Add Cash in the financial statements as of Dec 31, 17 5.51 Less Liabilities in the financial statements as of Dec 31, 17 (190.10) Equity Value 1,652.09

Sensitivity Analysis of the Valuation (IGP) The Independent Financial Advisor has conducted the sensitivity analysis of the valuation in order to cover all

effects expected to be changed according to the changes of the following factors: • Weighted Average Cost of Capital (WACC)

Sensitizing the WACC of plus and minus 0.5%, which is appropriate for the valuation because it will not widen the price range to large until it is not useful for the shareholders to make their decision but still covers the risk of WACC volatility.

• Selling price Sensitizing the selling price of plus and minus 5% which can cover the change of Busduct price.

Change in selling price WACC

11.82% 11.32% 10.82% Price change of - 5% 1,293.05 1,373.17 1,461.00

Price change of +0% (Base Case) 1,558.51 1,652.09 1,754.68 Price change of + 5% 1,823.96 1,931.01 2,048.36

From the valuation by the Discounted Cash Flow Approach, the shareholder’ equity of IGP is approximately

1,293.05 – 2,048.36 million Baht.


80

5.3 Assumptions on the financial projection of Siam Bio Generation 1 Company Limited (SBG1)

The Independent Financial Advisor prepared the SBG1’s financial projection with the period of approximately

23 years or the end of the power purchase agreement (the power purchase agreement is 25 years and the SBG1 started its

commercial operation date (COD) in October 2015). The financial projection is based on going concern basis of the IGE’s

business and there is no major change occurred and under the current economy and circumstance.

Assumptions of the SBG1’s project information

SBG1 is currently operating in the solar power plant business of 1 plant and details are as follows:

MW in PPA COD FiT (Baht/unit) FiT period (year)

Project No. 1 0.25 8/10/2558 6.55 25 Project location No. 68/84-85 Moo 3, Samaedum Rd., Samaedum Subdistrict, Bangkuntien

District, Bangkok Power Purchase Agreement (PPA) Metropolitan Electricity Authority (MEA) Power plant type Solar Rooftop

Assumption on Projected Output Capacity Average daylight hours of 4.00 hours per day which is the actual average number. Theoretical Projected Output in 2560 of approximately 363,365 units for the base year of the calculation (calculated from average number of hours per day x 365 days x number of MW from PPA) Electricity units sold by SBG1: - 2560 of 364,000 units - 2559 of 362,000 units - 2558 of 77,000 units (3 months) Projected Output Capacity decreases 0.70% per year


81

Assumption on expenses of SBG1

Expenses Assumptions Remark Rooftop rent 3,000 Baht per month or

36,000 Baht per year The growth rate of 0.00%

Rent rate according to the rent contract

O&M 400,000 Baht per MW Growth rate of 3.00%

Assumption by the Independent Financial Advisor, which is a general O&M expenses per 1 MW roughly Based on the historical average inflation of Thailand in order to capture the increase in goods and service price

Labour cost - Security

1 person x 10,000 Baht/person/month/shift 3 shifts Or 360,000 Baht per year The growth rate of 4.00

Assumption by the SBG1’s management The rate is greater than the historical average inflation of Thailand and aligned with the SBG1’s policy, moreover, it is a practice to assume the growth rate of employee expenses slightly greater than the inflation.

SG&A 310,000 Baht per year Growth rate of 3.00%

Based on the actual expenses incurred in the past Based on the historical average inflation of Thailand in order to capture the increase in goods and service price

Other assumptions of SBG1 Assumptions Remarks

Depreciation Straight line method for 20 years SBG1’s policy Collection Period 30 days SBG1’s policy and standard practice TAX Tax rate of 20.00% Actual figure CAPEX 546,880 Baht per year Project investment divided by 25 years for the

projected annual CAPEX as SBG1 invests to replace the depreciated machine


82

Projection of cash inflow and outflow of SBG1 (1/3)

Unit: mil. Baht 2018 2019 2020 2021 2022 2023 2024 2025

Revenue

Electricity sale 2.36 2.35 2.33 2.31 2.30 2.28 2.27 2.25

Expenses Rooftop rent 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 O&M 0.10 0.10 0.11 0.11 0.11 0.12 0.12 0.12 Labor cost – security 0.36 0.37 0.39 0.40 0.42 0.44 0.46 0.47 SG&A 0.31 0.32 0.33 0.34 0.35 0.36 0.37 0.38 Depreciation 0.57 0.59 0.61 0.63 0.66 0.68 0.70 0.72 Total expenses 1.37 1.42 1.47 1.52 1.57 1.63 1.68 1.74

EBIT 0.99 0.92 0.86 0.79 0.72 0.65 0.59 0.51 TAX 0.20 0.18 0.17 0.16 0.14 0.13 0.12 0.10 Net profit 0.79 0.74 0.69 0.63 0.58 0.52 0.47 0.41


83


Unit: mil. Baht 2026 2027 2028 2029 2030 2031 2032 2033

Revenue

Electricity sale 2.23 2.22 2.20 2.19 2.17 2.16 2.14 2.13

Expenses Rooftop rent 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 O&M 0.13 0.13 0.13 0.14 0.14 0.15 0.15 0.16 Labor cost – security 0.49 0.51 0.53 0.55 0.58 0.60 0.62 0.65 SG&A 0.39 0.40 0.42 0.43 0.44 0.46 0.47 0.48 Depreciation 0.74 0.77 0.79 0.81 0.83 0.85 0.88 0.90 Total expenses 1.79 1.85 1.91 1.97 2.03 2.09 2.15 2.22

EBIT 0.44 0.37 0.30 0.22 0.14 0.07 (0.01) (0.09) TAX 0.09 0.07 0.06 0.04 0.03 0.01 - - Net profit 0.35 0.30 0.24 0.18 0.12 0.05 (0.01) (0.09)


84


Unit: mil. Baht 2034 2035 2036 2037 2038 2039 2040

Revenue

Electricity sale 2.11 2.10 2.08 2.07 2.05 2.04 1.52

Expenses Rooftop rent 0.04 0.04 0.04 0.04 0.04 0.04 0.03 O&M 0.16 0.16 0.17 0.17 0.18 0.19 0.14 Labor cost – security 0.67 0.70 0.73 0.76 0.79 0.82 0.64 SG&A 0.50 0.51 0.53 0.54 0.56 0.58 0.45 Depreciation 0.92 0.94 0.96 0.98 1.01 1.03 0.59 Total expenses 2.29 2.35 2.43 2.50 2.57 2.65 1.85

EBIT (0.17) (0.26) (0.34) (0.43) (0.52) (0.61) (0.33) TAX - - - - - - - Net profit (0.17) (0.26) (0.34) (0.43) (0.52) (0.61) (0.33)


85

Assumption of discount rate (WACC) (SBG1)





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




D/E The company’s debt divided by equity of approximately 70 / 30 (Target D/E)






Rf Yield of Government Bonds 3.38% Referring to the 30- year Government Bond Yield as








information.

β


Index and the Stock Price 1.1223 Average β of the companies in solar power business

consisted of TSE, SUPER, SPCG, and EA ( 3-year

average from Reuters)



86

The Independent Financial Advisor chooses the 4 listed companies which are operating in the solar power

business similar to SBG1 to calculate the average β. Nonetheless, some companies chosen for the average β calculation

might have different business model and products and the differences are the general limitation for the calculation.

Table of the information of 4 listed companies which are operating in the solar power business similar to SBG1 to calculate the average β.

Symbol Company Name Business Characteristics

TSE Thai Solar Energy Public Company Limited

TSE operates 3 types of solar energy generation and distribution business: Solar Thermal power plant, Solar PV power plants and Biomass power plants.

SUPER Super Energy Corporation Public Company Limited

Production and distribution of electricity from renewable energy and related businesses including the information & communications technology business.

SPCG Spcg Public Company Limited Operates business in investment by holding shares in subsidiary companies and associates to operate 3 type of business, which are as follow; (1) Business of investment and development of solar farm engineering, procurement and construction (EPC) and operation, Maintenance and Monitoring (OM&M), (2 ) Business of manufacturing, distribute and installation of roll forming metal sheet including other related roof and wall cladding materials, and (3) Business of supply and installation of solar roof.

EA Energy Absolute Public Company Limited

EA and its subsidiaries have engaged in 5 main business segments. 1 ) Manufacturing and distributing Biodiesel products (B100), Pure glycerin and by product, 2) Generating and distributing electricity from Renewable Energy (via subsidiaries), 3 ) Development and Manufacturing of Battery (via subsidiaries), 4 ) EV Charging Stations and Electronic Transaction (via subsidiaries), and 5 ) Research and Development Business (via subsidiaries)

Sources : www.set.or.th



87

Financial information of the 4 listed companies which are operating in the solar power business similar to SBG1 to calculate the average β

Symbol SBG1 TSE SUPER SPCG EA

Period 2560 Q1/2561 Q1/2561 Q1/2561 Q1/2561

Total assets 14.89 12,905.70 47,113.18 25,583.62 47,579.65

Total liabilities 1.82 7,963.69 30,396.26 12,506.46 30,044.87

Shareholders’ equity

13.07 4,779.98 13,136.44 11,504.34 16,626.62

Total revenues 12.01 223.31 1,538.95 1,572.02 3,852.94

Net income 8.89 110.10 412.31 700.84 1,946.75

Number of MW 0.249 MW 95.00 MW 740.60 MW 205.92 MW 278.00 MW

Sources : www.set.or.th



88

Cash Flow Projection of SBG1 (1/3)

Unit: million Baht 2018 2019 2020 2021 2022 2023 2024 2025 EBITDA 1.53 1.47 1.45 1.40 1.35 1.31 1.26 1.21 Less tax (0.20) (0.18) (0.17) (0.16) (0.14) (0.13) (0.12) (0.10) Add (less) change in working capital (0.10) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Less CAPEX (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) Free Cash Flow to Firm 0.69 0.74 0.73 0.70 0.66 0.63 0.60 0.56

Present Value of Cash Flow 0.63 0.62 0.56 0.49 0.43 0.37 0.32 0.28


Unit: million Baht 2026 2027 2028 2029 2030 2031 2032 2033 EBITDA 1.16 1.11 1.06 1.01 0.95 0.90 0.84 0.78 Less tax (0.09) (0.07) (0.06) (0.04) (0.03) (0.01) - - Add (less) change in working capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Less CAPEX (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) Free Cash Flow to Firm 0.53 0.49 0.45 0.42 0.38 0.34 0.29 0.23

Present Value of Cash Flow 0.24 0.20 0.17 0.14 0.12 0.10 0.08 0.06


89


Unit: million Baht 2034 2035 2036 2037 2038 2039 2040 EBITDA 0.72 0.66 0.59 0.53 0.46 0.40 0.70 Less tax - - - - - - - Add (less) change in working capital 0.00 0.00 0.00 0.00 0.00 0.00 0.04 Less CAPEX (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) (0.55) Free Cash Flow to Firm 0.17 0.11 0.05 (0.02) (0.08) (0.15) 0.19

Present Value of Cash Flow 0.04 0.02 0.01 (0.00) (0.01) (0.02) 0.02

Firm Value 4.84 Add Cash in the financial statements as of Dec 31, 17 1.67 Less Liabilities in the financial statements as of Dec 31, 17 (1.73) Equity Value 4.78


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Sensitivity Analysis of the Valuation (SBG1)

The Independent Financial Advisor has conducted the sensitivity analysis of the valuation in order to cover all

effects expected to be changed according to the changes of the following factors.

• Weighted Average Cost of Capital (WACC)

Sensitizing the WACC of plus and minus 0.5%, which is appropriate for the valuation because it will

not widen the price range to large until it is not useful for the shareholders to make their decision but still covers

the risk of WACC volatility.

• Average daylight hours per day Sensitizing the average daylight hours of plus and minus 0.5 hours per day from the base case which

covers the change in average daylight hours per day.

Average daylight hours per day WACC

9.85% 9.35% 8.85%

3.50 hours 2.56 2.60 2.64 4.00 hours (Base Case) 4.66 4.78 4.91

4.50 hours 6.71 6.91 7.13

From the valuation by the Discounted Cash Flow Approach, the shareholder’ equity of SBG1 is approximately

2.56 – 7.13 million Baht.

Summary of Share price of IGE and its subsidiaries based on the Discounted Cash Flow Approach

Business Share Price % Ownership Value from the shareholding portion

IGE 452.27 – 574.86 million Baht 100.00% 452.27 – 574.86 million Baht IGP 1,293.05 – 2,048.36 million Baht 51.00% 659.46 - 1,044.66 million Baht

SBG1 2.56 – 7.13 million Baht 100.00% 2.56 – 7.13 million Baht Total share value of IGE and its subsidiaries (Base Case) 1,314.47 million Baht

Total share value of IGE and its subsidiaries (max – min range) 1,114.29 - 1,626.65 million Baht

Based on the Discounted Cash Flow Approach, the value of IGE and its subsidiaries, by adding cash and

subtracting liabilities in the most current financial statements as of December 31, 2017, is approximately 1,114.29 -

1,626.6 million Baht.

The Discounted Cash Flow Approach is the valuation approach that considers the business operation and the profitability

in the future by finding the present value of the net cash flows from the business expected to receive in the future, which

can reflect the true value of the business. Thus, the Discounted Cash Flow Approach is appropriate for the Company’s

valuation of IGE and its subsidiaries.


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Summary of Transaction Fair Values

Table comparing the share prices of IGE and its subsidiaries by the valuation approaches

Valuation Approaches Value

(million Baht)

Value based on the

Transaction Portion

of 14%

(million Baht)

Remarks

1. Book Value Approach 97.29 13.62 Not appropriate

2. Adjusted Book Value Approach 276.67 38.73 Not appropriate

3. Historical Market Price Approach Cannot be evaluated

4. Market Comparable Approach

4.1. Price to Book Value Ratio Approach 491.56 – 568.44 68.82 – 79.58 Not appropriate

4.2. Price to Earnings Ratio Approach Cannot be evaluated

5. Discounted Cash Flow Approach 1,114.29 - 1,626.65

(Base case =

1,314.47)

156.00 – 227.73

(Base case = 184.03) Appropriate

Value of the Asset Acquisition

Transaction not exceed 1,296.00

not exceed 181.44

Summary of the fair value of the shares of IGE and its subsidiaries

Appropriate Valuation Approach

Value based on the

Investment Portion

of 14% (1)

(million Baht)

Investment Portion

of 14% (2)

Difference

(1) - (2)

(million Baht) (million Baht)

Discounted Cash Flow Approach (DCF) 156.00 – 227.73 181.44 (25.44) – 46.29

The Independent Financial Advisor has an opinion that the appropriate valuation approach for evaluating the

share value of IGE and its subsidiaries is the Discounted Cash Flow Approach (DCF) which provides the price range of



92

Summary of the Independent Financial Advisor’s Overall Opinion

Based on the consideration factors said above, the Independent Financial Advisor deems that the shareholders

should approve the Asset Acquisition Transaction because the value of the Transaction to acquire 14% of the total shares

of IGE and its subsidiaries of not exceed 181.44 million Baht, which has been approved by the Company’s Board of

Directors on April 18, 2018, is in the fair value range evaluated by the Independent Financial Advisor of approximately

156.00 – 227.73 million Baht. Therefore, the Independent Financial Advisor opines that the price is appropriate. Moreover,

the Independent Financial Advisor has also considered impacts, benefits, and cons that may occur from the Transaction as

follows:

If the shareholders’ meeting of the Company approves the Asset Acquisition Transaction, the Company will

invest in IGE and its subsidiaries in the portion of 14%, as the result, the Company will not have a control in IGE and its

subsidiaries such as managing and/or setting important policies in IGE and its subsidiaries, for example, dividend payment,

capital increase, etc. Furthermore, the Company will not be able to consolidate operating performance of IGE and its

subsidiaries into the Company’s consolidated financial statements. In addition, the Company will have risks related to

shareholding dilution because the size of the Transaction has the maximum value of 91.52%, thus, the Company has a risk

or limitation for additional investment in the cases of increase its holding portion and/or future capital increase of IGE

including the size of the Transaction, the additional IGE’s share acquisition in the future may be subject to comply with

the Backdoor Listing regulations which requires the Company to propose the transaction to the Stock Exchange in

accordance with the SET’s regulations regarding an acceptance of ordinary shares as listed securities promptly and to

conduct a shareholders’’ meeting of the Company in order to approve to enter into the transaction.

However, the Independent Financial Advisor believes that the investment in IGE and its subsidiaries will help to

diversify risks from the Company’s current industrial coating business, which has operating losses in previous years, and

may add the Company’s product distribution channels in the future. The IGE’s power transmission business, the IGP’s

major business related to busduct production and distribution, and the SBG1’s renewable energy business will generate

more revenues in the future and have performance that can provide appropriate returns.

In summary, regarding the benefits, risks, and other factors with positive and negative impacts, those negative

effects are not sufficient to deviate the opinion of the Independent Financial Advisor to oppose the Company’s Board of

Directors’ approval to enter into the Asset Acquisition Transaction. Based on the price factor and rationales of the

Transaction, the Independent Financial Advisor deems that the shareholders should approve the Company’s Asset

Acquisition Transaction.


93

However, the final decision whether to approve the Transaction rests with the Company’s shareholders. The

shareholders can consider the Company’s other important documents and the opinion report provided in the Independent

Financial Advisor’s report above.

Yours Faithfully

JVS Financial Advisory Company Limited

......................................................

(Mr. Pongsarun Tirmariyabuit)

Financial Advisor

.............................................................................................................

(Ms. UsanaphanVisutthisub and Ms. Kanchana Kulteerathawat)

Directors


94

Part 4

Annex


95

Information of

Dimet (Siam) Public Company Limited (DIMET)


96

Information of Dimet (Siam) Public Company Limited

1. Preliminary Information Company Name Information of Dimet (Siam) Public Company Limited Head office location 602 Moo 2, Bangpu Industrial Estates, Soi 1, Sukhumvit Road, Bangpu Mai Subdistrict,

Muang District, Samutprakarn Province Telephone 0-2323-2800-6 Fax 0-2323-2807 website www.dimetsiam.com Industry Real estate and construction Registered capital 135,000,000.00 Baht Issued and paid up capital 134,476,723.50 Baht Number of common shares 268,953,447 share with the par value of 0.50 Baht


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2. Business Overview

The Company produces and sells high performance protective coating used in industrial works and steel structure works in construction works. The Company products are divided into two main groups as follows: 1. Industrial Coatings Group

1.1 Protective Coating Protective coating is a special engineering coating used for steel structure to prevent corrosion from internal and external environments such as sunlight, sea atmosphere, industrial environment, and chemical environment. Moreover, the coating could maintain its appearance in industrial usage for long-lasting usage life. According to industrial classification, protective coatings are comprised of primer, intermediate coat and topcoat. Each layer has different property as follows:

Primer : Prevent rust and increase adhesion to steel surface such as Inorganic Zinc Primer Intermediate : Enhance strength of coating, such as Epoxy Coating Top coat : Prevent steel surface exposure from external environments (such as sunlight, sea

environment, or chemical environment, such as Polyurethane Coating) 1.2 Timber Coating

Coating used to coat timber to enhance appearance and make it more durable in actual usage. The coating is usually applied multiple layers to obtain desired characteristics, such as smoothness, glossy, resistance to chemical products in timber furniture washing products, etc.

1.3 Industrial Coating Coating is applied to various industrial products and parts. Each type of industrial coating has different characteristics due to specific needs for each industry.


98

2. Architectural Coating 2.1. Decorative Paints

Paints used for building, home, hotel, or office building to offer beauty and durability from various environment factors. Architectural Coatings usually consist of primer and top coat. Some coatings are flexible, cover hairline cracks, anti-fungus both indoor and outdoor and easily cleaned. Moreover, some building coating can reflect heat to conserve energy, and others are odorless for interior painting to prevent irritation to the residents.


99

3. Lists of Board of Directors, Management, and Major Shareholders Board of Directors The Company’s Board of Directors according to the most current director list is consisted of 8 directors as follows:

Name Positions

1 Mr. Panya Boonyapiwat * Chairman, Chairman of Executive Board, And Chairman of Risk Management Board

2 Mr. Theerachai Leenabanchong * Director, Director of Executive Board, and Director of Selection and Remuneration Board

3 Mr. Tanakrit Pinitkanchanapun * Director, Director of Executive Board, and Director of Risk Management Board

4 Mr. Chokchai Niamratana * Director and Director of Executive Board

5 Miss Wanna Maluengnon Independent Director, Chairman of Audit Committee, Chairman of Selection and Remuneration Board, and Director of Risk Management Board

6 Mr. Kitti Atinun Independent Director, Director of Audit Committee, And Director of Selection and Remuneration Board

7 Mr. Manit Kuthanaphat Independent Director, Director of Audit Committee, And Director of Selection and Remuneration Board

Remark : * The directors who are authorized directors Source: Draft Information Memorandum related to the Asset Acquisition of Dimet (Siam) Public Company Limited (2nd list) as of May 9, 2018

Management The Company’s management are as follows: Name Position

1. Mr. Tanakrit Pinitkanchanapun Managing Director 2. Mr. Sivar Nagdhary Senior Operation Director 3. Mrs. Saovaluck Chokearpornchai Technical Director 4. Mr. Chatchaval Asavakanoksilp Sales & Marketing Director - Protective Coatings Department 5. Ms. Jureerut Phui-on Senior Purchasing Director 6. Miss Yuppadee Koopetngarm Senior Administration Director Source: Draft Information Memorandum related to the Asset Acquisition of Dimet (Siam) Public Company Limited (2nd list) as of May 21, 2018


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Shareholders

The top 10 major shareholders of the Company as of May 3, 2018 are as follows: Name Number of shares % of total shares

1 UA WITHYA PUBLIC COMPANY LIMITED 67,227,583 25.00

2 Mr. Chinchai Leenabanchong 13,090,400 4.87

3 Thai NVDR Company Limited 9,741,900 3.62

4 Mr. Jitrapat Israngkura Na Ayudhya 6,078,500 2.26

5 Mr. Kritsada Tunpow 5,824,300 2.17

6 Miss Gunyawan Thungsutthiwong 5,187,700 1.93 7 Miss Sayompporn Buapoom 3,890,000 1.45 8 Miss Pastharee Wongthonglhin 3,721,900 1.38 9 Miss Winnapa Rattanakit 3,400,100 1.26 10 Mrs. Achara Momin 3,360,000 1.25

Remark: Total number of shares is 268,953,447 shares. Source: Draft Information Memorandum related to the Asset Acquisition of Dimet (Siam) Public Company Limited (2nd list) as of May 21, 2018


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4. Summary of Operating Results and Financial Analysis 4.1 Consolidated Statements of Financial Position as of June 30, 2015, June 30, 2016, June 30, 2017, and July 2017– March 2018

Items

Ended 30 Jun 15 Ended 30 Jun 16 Ended 30 Jun 17 Jul 16 – Mar 17 Jul 17 – Mar 18

mil.Baht % mil.Baht % mil.Baht % mil.Baht % mil.Baht %

Cash and cash equivalents 22.43 8.95% 29.77 13.19% 16.44 8.61% 19.09 9.07% 7.56 4.03% Trade receivable – related companies 20.31 8.10% 23.84 10.56% 29.96 15.69% 18.37 8.73% 31.33 16.69% Trade receivable – others 73.69 29.39% 53.81 23.83% 40.95 21.45% 55.5 26.37% 43.74 23.3% Other receivable – related companies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Inventories - net 63.78 25.44% 54.40 24.10% 42.64 22.34% 54.48 25.89% 43.65 23.25% Other current assets 2.89 1.15% 3.64 1.61% 3.46 1.82% 3.88 1.84% 4.48 2.39% Total Current Assets 183.10 73.03% 165.46 73.29% 133.45 69.91% 151.31 71.9% 130.76 69.65%

Restricted deposit with bank 5.00 1.99% 5.00 2.21% 5.00 2.62% 5.00 2.38% 5.00 2.66% Investment in subsidiary company - net 0.33 0.13% 0.33 0.15% 0.33 0.17% 0.33 0.16% 0.33 0.18% Property, plant and equipment - net 48.41 19.31% 41.89 18.56% 37.52 19.65% 38.54 18.31% 34.63 18.45% Intangible assets - net 0.63 0.25% 0.49 0.22% 0.47 0.24% 0.49 0.23% 0.36 0.19% Deferred income tax assets 12.02 4.79% 11.41 5.05% 12.77 6.69% 13.49 6.41% 15.25 8.12% Other non - current assets 1.24 0.49% 1.18 0.53% 1.36 0.72% 1.29 0.62% 1.4 0.75% Total Non - Current Assets 67.63 26.97% 60.31 26.71% 57.45 30.09% 59.15 28.1% 56.97 30.35%

TOTAL ASSETS 250.73 100.00% 225.77 100% 190.90 100% 210.45 100% 187.73 100%

Short-term loans - - - - 0.00 0.00% 0.00 0.00% 0.00 0.00% Trade payable – related companies 5.46 2.18% 6.93 3.07% 6.13 3.21% 7.89 3.75% 14.82 7.9% Trade payable 90.45 36.07% 64.48 28.56% 54.88 28.75% 57.05 27.11% 53.23 28.35% Current portion of liabilities under financial lease agreement

1.36 0.54% 1.45 0.64% 1.12 0.59% 1.12 0.53% 1.03 0.55%

Other current liabilities 13.35 5.32% 10.55 4.68% 9.42 4.93% 11.55 5.48% 7.51 4% Total Current Liabilities 110.62 44.12% 83.42 36.95% 71.55 37.48% 77.62 36.88% 76.59 40.80%

Liabilities under finance lease agreements - net 2.45 0.98% 2.39 1.06% 1.27 0.67% 1.56 0.74% 0.53 0.28% Employee retirement benefits obligation 5.04 2.01% 4.70 2.08% 5.74 3.01% 5.65 2.68% 5.82 3.1%

Total Liabilities 118.11 47.11% 90.51 40.09% 78.56 41.15% 84.83 40.31% 82.94 44.18%

Issued and fully paid-up share capital 128.2 51.13% 128.47 56.90% 128.73 67.43% 128.52 61.04 134.48 71.63% Premium on share capital 20.39 8.13% 20.39 9.03% 20.39 10.68% 20.39 9.69% 20.39 10.86% Surplus of investment in subsidiary 0.72 0.29% 0.72 0.32% 0.72 0.38% 0.72 0.34% 0.72 0.38% Advanced payment for shares - - - 0.00 0.00% 0.00 0.00% 0.00 0.00% Appropriated for legal reserve 3.03 1.21% 3.03 1.34% 3.03 1.59% 3.03 1.44% 3.03 1.61% Retained earnings (deficit) (19.43) -7.75% (17.37) (7.69%) (40.70) (21.32%) (27.14) (12.89%) (53.77) (28.64) Portion of the Company's shareholders 132.91 53.01% 135.24 59.90% 112.17 58.76% 125.52 59.64% 104.84 55.85%

Non - controlling interests in subsidiary (0.29) -0.12% 0.03 0.01% 0.17 0.09% 0.11 0.05% (0.06) (0.03) TOTAL SHAREHOLDERS' EQUITY 132.62 52.89% 135.26 59.91% 112.34 58.85% 130.95 57.95% 107.96 54.45%


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4.2 Statements of Profit and Loss as of June 30, 2015, June 30, 2016, June 30, 2017, and July 2017 – March 2018

Items Ended 30 Jun 15 Ended 30 Jun 16 Ended 30 Jun 17 Jul 16 – Mar 17 Jul 17 – Mar 2018

mil.Baht % mil.Baht % mil.Baht % mil.Baht % mil.Baht %

Revenues from sales and services 354.30 100.00% 327.37 100.00% 301.92 100% 227.29 100% 217.21 100%

Total revenues 354.30 100.00% 327.37 100.00% 301.92 100% 227.29 100% 217.21 100%

Costs of sales and services 263.76 74.45% 236.33 72.19% 232.29 76.94% 167.92 73.88% 171.61 79.01%

Total cost of sales 263.76 74.45% 236.33 72.19% 232.29 76.94% 167.92 73.88% 171.61 79.01%

Gross profit 90.54 25.55% 91.04 27.81% 69.63 23.06% 59.37 26.12% 45.60 20.99%

Other incomes 4.58 1.29% 1.94 0.59% 1.93 0.64% 1.22 0.54% 1.37 0.63%

Profit before expenses 95.12 26.85% 92.98 28.40% 71.56 23.70% 60.59 26.66% 46.97 21.62%

Selling and administrative expenses 101.58 28.67% 90.33 27.59% 95.05 31.48% 71.98 31.67% 62.51 28.78%

Operating profit (loss) (6.46) (1.82%) 2.65 0.81% (23.49) (7.78%) 11.39 (5.01%) (15.54) (7.15%)

Financial cost 1.85 0.52% 0.55 0.17% 0.48 0.16% 0.37 0.16% 0.24 0.11%

Profit (loss) before tax (8.31) (2.35%) 2.10 0.64% (23.97) (7.94%) 11.77 (5.18%) (15.78) 7.26%

Income tax (0.13) (0.04%) (0.43) (0.13%) 1.24 0.41% 2.08 0.92% 2.48 1.41%

Profit (loss) for the period (8.18) (2.31%) 1.67 0.51% (22.73) (7.53%) (9.69) (4.26%) (13.30) (6.12%)

Other comprehensive profit (loss) 0.47 0.13% 0.71 0.22% (0.45) (0.15%) 0.00 0.00% 0.00 0.00%

Total comprehensive profit (loss) for the period

(7.72) (2.18%) 2.38 0.73% (23.18) (7.68%) (9.69) (4.26%) (13.30) (6.12%)

PROFIT (LOSS) ATTRIBUTABLE TO:

Equity holders of the Company (7.53) -2.13% 2.06 0.63% (23.33) (7.73%) (9.77) (4.30%) (13.07) (6.12%)

Non-controlling interests in subsidiary (0.19) -0.05% 0.32 0.1% 0.15 0.05% 0.08 0.03 (0.23) (0.11%)

Profit (loss) per share (Baht/share) (0.04) 0.005 (0.089) (0.021) (0.05)

Par value (Baht/share) 0.5 0.5 0.5 0.5 0.5

Number of common shares (million shares) 256 256.52 256.99 257.04 263.82


103

4.3 Statements of Cash Flows as of June 30, 2015, June 30, 2016, June 30, 2017, and July 2017 – March 2018

Items Ended 30

Jun 15 Ended 30 Jun

16 Ended 30 Jun

17 Jul 16 – Mar 17

Jul 17 – Mar 18

Net profit (8.31) 2.10 (23.97) (11.77) (15.78) Non-cash items adjustment

Depreciation and amortization 8.68 8.24 6.43 4.97 4.19 Loss (profit) from obsolete

inventories 2.84 (0.43) 9.26 4.06 2.17

Allowance for doubtful accounts (0.24) (0.95) (2.45) (2.61) 0.11 Unrealized loss (profit) from

exchange rate 0.08 - - (0.01) (0.43)

Gain on disposal of equipment (1.09) (0.63) - - (0.43) Withholding tax - - - - - Loss from debt restructuring of

receivables - - - - -

Amortization of intangible assets - - - - - Current service cost for employee

retirement benefits 0.99 0.33 0.37 0.74 0.33

Interest income (0.19) (0.62) (0.79) (0.5) (0.12) Financial cost 1.85 0.55 0.48 0.37 0.24

Decrease (increase) of operating assets Trade receivable – related companies (0.03) (3.53) (6.12) 5.47 (1.37) Trade receivable – others 2.10 20.83 15.31 0.92 (2.9) Other receivable – related companies 0.00 0.00 0.00 0.00 0.00 Inventories - net (3.20) 9.81 2.50 (4.14) (3.18) Other current assets (0.64) (0.76) 0.18 (0.23) (1.01) Prepaid income taxา - - - - - Other non - current assets (0.57) 0.22 (0.03) (0.03) 0.07

Increase (decrease) of operating liabilities Trade payable – related companies (0.47) 1.48 (0.80) 0.96 8.69 Trade payable 16.42 (25.97) (9.60) (7.41) (1.22) Accrued expenses (1.49) (1.15) (0.90) (0.31) (0.81) Other current liabilities (0.43) (2.84) 0.83 2.38 (1.25) Employee retirement benefit paid (0.15) - (0.18) - (0.37)

Cash provided from (used in) operating activities

17.62 7.81 (9.48) (7.13) (13.08)


104

Items Ended 30

Jun 15 Ended 30 Jun

16 Ended 30 Jun

17 Jul 16 – Mar 17

Jul 17 – Mar 18

Interest paid (1.55) (0.29) (0.20) (0.23) (0.11) Income tax paid (0.02) (0.17) (0.15) (0.07) (0.1)

Net cash provided from (used in) operating activities

16.05 7.36 (9.84) (7.44) (13.29)

Proceed from disposal of assets 1.41 1.54 0.01 0.00 0.43 Cash paid for acquisition of plant and equipment

(1.68) (0.99) (1.88) (1.49) (1.04)

Cash paid for acquisition of intangible assets

(0.02) (0.04) (0.16) (0.14) (0.01)

Proceed from disposal of investment in subsidiary

- - - - -

Interest income 0.21 0.62 0.72 0.50 0.12 Decrease (increase) restricted deposit - - - - -

Net cash used in investing activities (0.08) 1.13 (1.31) (1.13) (0.5) Cash received from short-term loans from financial institutions

(50.00) - - - -

Cash received from conversion of warrants to common shares

38.20 0.27 0.26 0.05 5.75

Repayment of liabilities under financial lease agreement

(1.35) (1.41) (1.45) (1.16) (0.83)

Repayment of short-term loans from related companies

1 - (1) (1) -

Dividend payment - - - - - Net cash provided from (used in)

financing activities (12.15) (1.14) (2.19) (2.11) 4.91

Net cash at beginning of the period 18.60 22.43 29.77 29.77 16.44 Increase (decrease) in net cash 3.83 7.34 (13.33) (10.68) (8.88) Net cash at end of the period 22.43 29.77 16.44 19.09 7.56


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4.4 Financial Ratios

Financial Ratios 2015 2016 2017 Ended Mar

17 Ended Mar 18

Liquidity ratio Current Ratio times 1.66 1.98 1.87 1.95 1.71 Quick Ratio times 1.05 1.29 1.22 1.20 1.08 Cash Ratio times 0.13 0.08 (0.13) (0.12) (0.18) Receivables Turnover Ratio times 4.75 3.81 4.06 4.00 3.97 Average collection period day 75.82 94.38 88.57 90.00 90.73 Inventory conversion ratio times 4.15 4.00 4.79 4.11 5.30 Average turnover period day 86.80 90.01 75.20 87.53 67.88 Payables Turnover Ratio times 3.21 2.83 3.51 3.28 3.84 Payables conversion period day 112.20 127.43 102.61 109.62 93.66 Cash Conversion Cycle day 50.43 56.96 61.16 67.91 64.95 Profitability ratio Gross profit margin % 25.55% 27.81% 23.06% 26.12% 20.99% Operating profit margin % -1.82% 0.81% (7.78%) (5.02%) (7.15%) Other profit margin % 0.13% 0.22% (0.15%) 0.00 0.00 Cash to profitability ratio % -

248.40% 277.25% 41.87%

65.26% 85.54%

Net profit margin % -2.13% 0.63% (7.73%) (4.30%) (6.02%) Return on equity % -6.40% 1.54% (18.85%) (7.49%) (12.05%) Efficiency ratio Return on assets % -3.00% 0.86% (11.20%) (4.48%) (6.90%) Return on fixed assets % 1.65% 16.10% (28.71%) (8.02%) (15.52%) Asset turnover times 1.41 1.37 1.45 1.39 1.53 Financial policy ratio Debt to equity ratio times 0.89 0.67 0.7 0.79 0.79 Interest Coverage Ratio times 9.60 15.05 (22.13) (24.86) (63.59) Debt service coverage ratio - Cash basis times 3.94 2.07 (3.12) 14.94 (5.98) Dividend payout ratio1/ % 0.00% 0.00% 0.00% 0.00% 0.00%

Please see details in Information Memorandum related to the Asset Acquisition of Dimet (Siam) Public Company Limited (2nd list)


106

Information of Busduct


107

Busduct

Busduct is an equipment that will replace conventional electrical wires used for distributing current of electricity to loads, mostly used with substantial current of electricity. Busduct is a sheet metal duct containing either copper or aluminum busbars which are separated by electricity insulators. Busduct is popularly used in buildings, high-rise condominiums, industrial plants, and it can also be used in electrical system in a data center because it can be installed easily with safety and durability and it is also good at cooling and high stability. Moreover, busduct does not give as high as toxic when it is burnt and tolerates to earthquakes.

Structure of Busduct is consisted of:

- Conductor : There are 2 types of conductors which are copper and aluminum. Aluminum has less weight and cheaper than copper significantly, thus, it is more popular.

- Insulation : Insulation has a duty to protect a contact between conductors. Currently, there are many types of insulators such as PVC, Mylar, Epoxy, Polypropylene, or Resin and each insulator has its own pros and cons differently.


108

- Housing : Housing covering conductors are produced by steel or aluminum. Currently, the popular material to be used is aluminum because it is very strong, good for heat dissipation, light weight, and protective from corrosion, dust, and water.

Product Types

Remark:

Standard is a major equipment used to replace conventional electrical wires used for distributing current of

electricity to loads as electrical lines for electrical systems as electrical wires. Busduct is a sheet metal

duct containing either copper or aluminum busbars which are separated by electricity insulators.

Elbow is an equipment with right angle (90 degrees) shape of busway. It has both vertical and horizontal type,

which are edgewise and flatwise.

Flanged End is an equipment connecting to busbars in switchboards.


109

Details of Appraised Assets of

Land and Buildings

by K.T. Appraisal Company Limited


110

Details of appraised assets by K.T. Appraisal Company Limited Land and Buildings Customer Name IGEN Engineering Company Limited Land ownership IGEN Powertech Company Limited Asset type 1 land plot with the total area of 8 - 0 – 69.7 rai (3,269.7 sq. wah) with 1 building and an integral

part (during the construction) Asset location IRPC industrial park, Sukhumvit Road (Highway No. 3), Ban Lang Subdistrict, Muang

District, Rayong Province GPS 12.675889 101.331399 Land ownership document Title deed number of 23872 Obligation Pledged as a collateral with Bangkok Bank Public Company Limited Appraisal objective Public purpose Appraisal method Market Value Appraisal approach Cost Approach Appraisal date February 23, 2018 Appraisal value - Current condition: 88,000,000 Baht

- After the construction complete: 103,000,000 Baht Opinion of the Independent Financial Advisor

Land The Independent Appraiser used the Market Approach which was conducted the comparable analysis and adjusted by other factors such as location and land size in order to calculate the asset value. It is an appropriate approach for the asset. The market information used as the comparable are located nearby the asset. Thus, the Independent Financial Advisor has an opinion that the information for comparison have the same pattern of the asset.

Summary the Independent Financial Advisor believes that the asset value is appropriate according to the current situation. Building The Independent Appraiser used the Cost Approach by considering raw material price, labor cost, or construction cost presently in order to find the cost or the replacement cost (new), then, subtracting by the depreciation based on useful life of the building. The Independent Financial Advisor found that the building is consisted of plant, warehouse, and office, which are under construction. In April 2018, the Independent Financial Advisor has visited the plant and found that the construction of the plant and warehouse is almost completed.

Summary the Independent Financial Advisor believes that the building value is appropriate based on the current construction cost.


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Photos of Asset


112

Map


113

Comparable Information

Items Appraised Asset Comparable Information

Data 1 Data 2 Asset type Land and building Vacant land Vacant land Asset details IRPC industrial park IRPC industrial park IRPC industrial park

Land area 8 – 0 – 69.7 rai (3,269.7 sq.wah)

360 – 0 – 00 rai (144,000 sq.wah)

Approx. 22 – 1 – 00 rai (8,900 sq.wah)

Land shape Quadrilateral Quadrilateral Quadrilateral Length attached to road 46 x 278 meters 700 meters 200 meters Land level Fully filled land

Approximately 0.30 meters above the attached road

Unfilled land Approximately 0.50 meters

below the attached road

Fully filled land At the road level

No. of sides attached to road 2 sides 2 sides 1 side Road type (road surface) Concrete road

2-lane road with 12 meters wide

Concrete road 2-lane road with 12 meters

wide


wide Utilities Electricity, public water,

telephone, fire distinguishing system, sewage treatment

Electricity, public water, telephone, fire distinguishing

system, sewage treatment


system, sewage treatment City plan condition Under the adjustment Under the adjustment Under the adjustment Maximizing usage Industrial Industrial Industrial Development potential Medium Medium Medium Offering price 20,000 Baht/sq.wah

(8,000,000 Baht/Rai) 18,750 Baht/sq.wah (7,500,000 Baht/Rai)

Other conditions Selling, negotiable Selling, negotiable Information received date On survey date On survey date Seller / Information provider Sale office Sale office Telephone 0-2649-7135-8

www.irpc.co.th 0-2649-7135-8 www.irpc.co.th

Asset comparable analysis Similar location, surrounding, and gateway. Poorer land

condition but more soil body.

Better location, surrounding, and gateway


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Comparable Information (con.)

Items Comparable Information

Data 3 Data 4 Data 5

Asset type Vacant land Vacant land Vacant land

Asset details Eastern Hemraj industrial park (Maptaphut)

Asia industrial park Amata City industrial park

Land area 45 – 0 – 00 rai (18,000 sq.wah)

100 – 0 – 00 rai (40,000 sq.wah)

30 – 0 – 00 rai (12,000 sq.wah)

Land shape Quadrilateral Polygon Quadrilateral Length attached to road 200 meters 400 meters 100 meters Land level Fully filled land

At the road level Fully filled land At the road level

Fully filled land At the road level

No. of sides attached to road 2 sides 2 sides 1 side Road type (road surface) Concrete road

2-lane road with 12 meters wide


wide


wide

Utilities Electricity, public water, telephone, fire distinguishing






City plan condition Under the adjustment Under the adjustment Under the adjustment Maximizing usage Industrial Industrial Industrial Development potential Medium Medium Medium

Offering price 18,750 Baht/sq.wah (7,500,000 Baht/Rai)

25,000 Baht/sq.wah

9,500 Baht/sq.wah

Other conditions Selling, negotiable Selling Selling

Information received date On survey date On survey date On survey date

Seller / Information provider Sale office Sale office Sale office

Telephone 0-2719-9555-9 www.hemraj.com

0-3868-9123-5 www.asianindustrialestate.com

0-3834-6007 www.amata.com

Asset comparable analysis Better location, surrounding, and gateway

Better location, surrounding, and gateway

Poorer location, surrounding, and gateway


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Analysis Table of the Building Valuation

No. Details Usage area

(sq.meter)

Price per

unit (Baht)

Valuation

(Baht)

Completion

(%)

Building value

(Baht)

1

Warehouse and 2-storey office

Office area 660.00 12,000.00 7,920,000.00

Plant and warehouse area 3,224.00 9,000.00 29,016,000.00

Open space with roof area 448.00 2,500.00 1,120,000.00

Total 4,332.00 38,056,000.00 70% 26,639,200.00

Integral part

Brick and steel grille fence of 2 meters

height (under construction) 1,296.00 1,500.00 1,944,000.00

Total 1,296.00 1,944,000.00 10% 194,400.00

Concrete road in the project (under

construction) 2,369.00 1,000.00 2,369,000.00

Total 2,369.00 2,369,000.00 15% 355,350.00

Total building value 42,369,000.00 27,188,950.00

(Rounded) 42,370,000.00 27,190,000.00

Remark :

1. Building of the warehouse and 2-storey office is approximately 70% completed on the survey date. The

remaining works of approximately 25%are the structure of 2nd floor in the office which are floor, wall,

ceiling, sanitary ware, electricity, painting, and other works.

2. Integral part of the brick and steel grille fence of 2 meters height is approximately 10% completed on

the survey date. The remaining works of approximately 90% are some foundation piling, brick laying,

plastering, steel grille, painting, and other works.

3. Integral part of the concrete road in the project is approximately 15% completed on the survey date.

The remaining works of approximately 85% are some sewage drainage, soil pressing, road surface,

traffic strip, and other works.


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Summary of the Asset Valuation by K.T. Appraisal Company Limited

Appraised Items Number (units)

Valuation (Baht/unit)

Total Value (Baht)

Asset : Land and building Land : 1 land plot, Title deed number of 23872 Area of 8 - 0 – 69.7 rai or 3,269.7 sq. wah 3,269.70 18,500.00 60,489,450.00 Building : 1 item with integral parts Current condition - - 27,190,000.00 100% completed - - 42,370,000.00

Total asset valuation – current condition 87,679,450.00

(Rounded) 88,000,000.00

Total asset valuation – 100% completed 102,859,450.00

(Rounded) 103,000,000.00


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Vehicles, Tools, and Equipment



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Details of appraised assets by K.T. Appraisal Company Limited Vehicles, Tools, and Equipment

Customer Name IGEN Engineering Company Limited Asset type Vehicles, Tools, and Equipment of 20 items

Investment budget 1 items Asset location No. 899/43 Moo 2, Thepharak Soi 96, Thepharak Rd., Thepharak Subdistrict, Muang District,

Samutprakarn Province Obligation No document regarding any obligation Appraisal objective Public purpose Appraisal method Market Value Appraisal approach Cost Approach Appraisal date February 23, 2018 Appraisal value 4,320,000 Baht Opinion of the Independent Financial Advisor

Vehicles, tools, and equipment The Independent Appraiser used the Cost Approach by considering cost to acquire a new machine at present in order to find the cost or the replacement cost (new), then, subtracting by the depreciation based on useful life of the machine. The Independent Financial Advisor found that the vehicles, tools, and equipment are in a normal condition.

Summary the Independent Financial Advisor believes that the vehicles, tools, and equipment value is appropriate according to the opinion of the Independent Appraiser which is based on machine valuation standard of the Appraiser Foundation of Thailand.


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Map


120

Table of the calculation for the machine

Item Machine Name

RCN P n N RUL C F E FMV Savage value

No. Replacement cost Depre. Years Useful life Remaining life Maintain Market value 1 Lux Hitester 16,200.00 0.6 2 5 5 1 1 1 9,720.00 1,620.00 2 12-inch angle cutter 29,123.36 0.6 2 5 5 1 1 1 17,474.02 2,912.34 3 Tools and equipment 269,977.57 0.6 2 5 5 1 1 1 161,986.54 26,997.76 4 Electricity meter 6,757.30 0.6 2 5 5 1 1 1 4,054.38 675.73 5 Busduct sample box 5,843.98 0.6 2 5 5 1 1 1 3,506.39 584.40 6 POWER SUPPLY AC/DC 31,216.85 0.6 2 5 5 1 1 1 18,730.11 3,121.69 7 Voltmeter 95,000.00 0.6 2 5 5 1 1 1 57,000.00 9,500.00 8 Telescopic Hot Stick 8,068.34 0.6 2 5 5 1 1 1 4,841.00 806.83 9 UPS Online 6,798.14 0.6 2 5 5 1 1 1 4,078.88 679.81

10 Voltmeter 180,995.50 0.6 2 5 5 1 1 1 108,597.30 18,099.55 11 Protective Relay Test System 1,190,873.87 0.6 2 5 5 1 1 1 714,524.32 119,087.39 12 Thermo Tracer/infrared Thermal Imager 246,812.05 0.6 2 5 5 1 1 1 148,087.23 24,681.21 13 Circuit Breaker Analyzer System 633,484.27 0.6 2 5 5 1 1 1 380,090.56 63,348.43 14 Voltmeter 18,634.31 0.6 2 5 5 1 1 1 11,180.59 1,863.43 15 Digital Earth Clamp 20,794.79 0.6 2 5 5 1 1 1 12,476.87 2,079.48 16 Lux Hitester 4,100.00 0.8 1 5 5 1 1 1 3,280.00 410.00 17 Voltmeter 390,000.00 0.8 1 5 5 1 1 1 312,000.00 39,000.00 18 Personal car 3,569,049.63 0.6 2 5 5 1 1 1 2,141,429.78 356,904.96 19 Pickup truck (with cab) 308,067.95 0.6 2 5 5 1 1 1 184,840.77 30,806.80 20 Notebook 36,990.00 0.6 2 5 5 1 1 1 22,194.00 3,699.00

Total value of machine 7,068,787.91 4,320,092.75 706,878.79 (rounded) 7,069,000.00 4,320,000.00 710,000.00


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Formula to value machine and equipment Fair Market Value = Replacement Cost (New) – Total Depreciation Total Depreciation = Years of usage / Useful Life To simplify and convenient to use, the formula can be written as follows : FMV = RCN x P x F x E P = (1 -n / N) x C From formula FMV = RCN x P x F x E Where FMV = Appraisal Value (Baht)

RCN = Cost of Reproduction New (Baht) P = Usage Depreciation F = Usage Depreciation E = Economic Depreciation or other factors

From formula P = (1 – n / N) x C Where P = Physical depreciation

n = Years of usage N = Number of years that a new machine can be use before end of usage C = Machine condition based on usage and maintenance

Summary of asset valuation by K.T. Appraisal Company Limited

Appraised Assets Number of items (unit)


Total Value (Baht)

Asset : Machine

Machine : Machine for industrial works with high voltage equipment

20 items - 4,320,092.75

Total asset valuation (rounded) 4,320,000.00


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Machine in Solar Power Industry



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Details of appraised assets by K.T. Appraisal Company Limited Machine in Solar Power Industry

Customer Name IGEN Engineering Company Limited Asset type Machine and equipment of 1 items in Solar Power Industry Asset location No. 68 /84 -85 Moo 3, Samaedum Road, Samaedum Subdistrict, Bang Khunthian District,

Bangkok Machine registration Not registered

Obligation No document regarding any obligation Appraisal objective Public purpose Appraisal method Market Value Appraisal approach Cost Approach Appraisal date February 23, 2018 Appraisal value 12,230,000 Baht Opinion of the Independent Financial Advisor

Machine in Solar Power Industry

The Independent Appraiser used the Cost Approach by considering cost to acquire a new machine at present in order to find the cost or the replacement cost (new), then, subtracting by the depreciation based on useful life of the machine.

Summary the Independent Financial Advisor believes that the machine value is appropriate according to the opinion of the Independent Appraiser which is based on machine valuation standard of the Appraiser Foundation of Thailand.


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Map


125

List of Machine

Item No. Machine Name No. of items

Brand/No. of machine

Model Usage Capacity Made in Replacement Cost

(New) (Baht) 1 Solar Power Plant 1

Solar power

production

248.88 KWP 13,590,000

1) Overhead Cable&High Tension Pole 1 Thailand 2) Transformer 1 Charoenchai 315 KVA Thailand

3) Solar Inverter 11 HUAWEI SUN 2000-

20KTL 20.0 KW AC China

4) Mdb&Dc Cabinet&Terminal Block 3 UNITDE Thailand 5) Wiring & Raceway 1 Thailand 6) Grounding System 1 Thailand 7) Pv Module 820 Yingli Solar CS6X-35b 305Wp China 8) Metal Sheet 1 Thailand 9) Ladder With Safety Cage 1 Thailand 10) Electric Winch 1 COMEUP CWS-300 300 KG Taiwan

Table of the calculation for the machine

Item Machine Name

RCN P n N RUL C F E FMV Savage value

No. Replacement cost Depre. Years Useful life Remaining life Maintain Market value 1 Solar Power Plant 13,590,000.00 0.9 2 20 18 1 1 1 12,231,000.00 1,359,000.00 Capacity of 248.88 KWP

Total value of machine 13,590,000.00 12,231,000.00 1,359,000.00

(rounded) 13,590,000.00 12,230,000.00 1,360,000.00


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Summary of asset valuation by K.T. Appraisal Company Limited

Appraised Assets Number of items (unit)


Total Value (Baht)

Asset : Machine (not registered)

Machine : Machine of 1 item in the solar power business

1 12,231,000.00

Total asset valuation 12,230,000.00

Formula to value machine and equipment Fair Market Value = Replacement Cost (New) – Total Depreciation Total Depreciation = Years of usage / Useful Life To simplify and convenient to use, the formula can be written as follows : FMV = RCN x P x F x E P = (1 -n / N) x C From formula FMV = RCN x P x F x E Where FMV = Appraisal Value (Baht)

RCN = Cost of Reproduction New (Baht) P = Usage Depreciation F = Usage Depreciation E = Economic Depreciation or other factors

From formula P = (1 – n / N) x C Where P = Physical depreciation

n = Years of usage N = Number of years that a new machine can be use before end of usage C = Machine condition based on usage and maintenance

Documents

Opinion of the Independent Financial Advisor on the Asset ......Opinion of the Independent Financial Advisor on the Acquisition Transaction of Ordinary Shares of IGEN Engineering Company