Singha Estate Public Company Limited

O p in io n o f t h e I n d e p en d e n t F in an c i a l Ad v i s o r C o n c e r n i n g

T h e A c q u i s i t i o n o f A ss e t

S i n g h a E s t a t e P u b l i c Co mp a n y L i mi t ed

By SCMB Co., Ltd. March 20, 2558

http://dict.longdo.com/search/Acquisition%20of%20Asset

Singha Estate Public Company Limited

Content

Page

Executive Summary 1

Part 1 : General Information – Singha Estate Public Company Limited (S) 12

Part 2 : Asset Acquisition Detail 28

Part 3 : General Information – Nirvana Development Company Limited 37

Part 4 : Investment Justification 56

Part 5 : Stock Valuation 59

Part 6 : Compensation Fairness 139

Part 7 : Independent Financial Advisor Conclusion 141


No. MB 007/58 20 March 2015 Subject: Independent Financial Advisor Opinion Concerning the Acquisition of Asset To: Singha Estate PCL Shareholders Ref: The Board Resolution 1/2015 dated 27 February 2015 and Information Memorandum of Singha Estate

Public Company Limited regarding Assets Acquisition dated 2 March 2015

According to Board Resolution on February 27, 2015, the board approved to propose to the 2015 AGM to consider the investment in Nirvana Development Company Limited (NIRVANA) by acquiring 3,649,993 ordinary shares (representing 51% of the total ordinary shares of Nirvana) from (1) Good Prosper Holding Limited and (2) Compile House Company Limited, which are not connected persons of the Company at Baht 485.44 per share or totaling to a value of not exceeding Baht 1,771,843,024. The payment amount are settled through newly issued ordinary company shares of 186,509,792 shares at a price of Baht 9.50 per share. In addition, the company will engage in a transaction to subscribe shares of Nirvana not exceeding 831,724 shares paid up share capital in the amount of the share at 383.24 baht, representing a value not exceeding 318,749,906. The total value of both consideration shares paid-up (total 4,481,717 shares) will be a total cost not to exceed Baht 2,090,592,930.

The share acquisition transaction above are considered acquisition of assets in accordance with the Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008, and the Notification of the Board of Governors of the Stock Exchange of Thailand (the “SET”) Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets 2004 dated 29 October 2004 (the “Notification on Acquisition or Disposal”). Total of both transaction values are equal to 21.50% on a total value of consideration basis. When calculated with other asset acquisition transactions entered into during the previous six months before the date of this transaction, the aggregate value of the transactions will be 63.66% on a total value of consideration basis, hence considered a Class 1 transaction in accordance with the Notification on Acquisition or Disposal, which determines total value of consideration basis to 50 percent or more but less than 100 percent.Therefore, the Company is required to disclose the information memorandum on such transaction to the SET, and to hold a shareholders’ meeting to consider the approval of the transaction with the vote of no less than three fourth of the total votes of all shareholders attending the meeting and eligible to cast the votes (not include the votes from the shareholders who have a special interest on such agenda). Moreover, the Company is required to appoint an independent financial advisor to opinion the reasonableness of the transaction and submit to the SET and shareholders of the Company.


SCMB Company Limited (SCMB) as the independent financial advisor has considered and studied the details related to the Company investment plan toward Nirvana Development. The advising report is based on both data received from the company, and information disseminated to the general public on the website of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th).

Independent financial study was conducted using the knowledge, the experience, and caution as professions. As result, an independent financial advisor's opinion is presented according to provided documents with accurate and true without any modification on its essence. The study also depends on current economy during the study. Through a significant change on economy may affect the opinion of the independent financial adviser. Detailed on the asset acquisitions of the company and the opinion of the IFA are as follows.

http://www.sec.or.th/

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


Definition

“Company” or “S” : Singha Estate Public Company Limited “NIRVANA”

:

Nirvana Development Company Limited

“Independent Financial Advisor” or “IFA”

:

SCMB Company Limited

“SEC” : The Securities and Exchange Commission “SET”

:

The Stock Exchange of Thailand

“Noticiation on Acquisition or Disposition of Assets”

:

Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004)


1

Executive Summary

According to Board Resolution on February 27, 2015, the board approved to propose to the 2015 AGM to

consider the investment in Nirvana Development Company Limited (NIRVANA) by acquiring 3,649,993 ordinary shares (representing 51% of the total ordinary shares of Nirvana) from (1) Good Prosper Holding Limited and (2) Compile House Company Limited, which are not connected persons of the Company at Baht 485.44 per share or totaling to a value of not exceeding Baht 1,771,843,024. The payment amount are settled through newly issued ordinary company shares of 186,509,792 shares at a price of Baht 9.50 per share.The criteria used to determine the value of the consideration resulting of negotiations between the company and Nirvana shareholders. It was determined according to the results of operations and financial position for both past and present, the appraised value of the current development projects and will occur in the near future of Nirvana as well as the potential of Nirvana business growth opportunity including the growth prospects of the business development for the Nirvana group. In addition, the company will engage in a transaction to subscribe shares of Nirvana of not more than 831,724 shares paid up share capital in the amount of the share at baht 383.24, representing a value not over Baht 318,749,906. The total value of both consideration shares paid-up (total 4,481,717 shares) will be a total cost not to exceed Baht 2,090,592,930.

Nirvana Development Company Limited

Nirvana Development Company Limited (NIRVANA) and subsidiaries are property developers, which concentrate on the development of residential property including the Single House, Townhouse, and commercial buildings with various amenities. The property uniqueness of NIRVANA is a modern design unlike other projects generally. Target customers will be the executive or new generation business owner with high purchasing power. The property prices will range between 4 and Baht 18 million. In each project, Nirvana would have a home and living space to choose from a variety of formats, which is available in a ready-to-sell and build on the land sold by Nirvana. Customers can modify decorative patterns and materials used by the customer. At present, NIRVANA group businesses are categorized as follows:

1. Purchase/Sale Property: it is a business transaction on purchasing large land, and dividing it to a number of plots. Then, manage and develop the area with infrastructures, road and utilities before sell to retail buyers.

2. Land/Property development: the business activities are included land allocation, building/property design, builing contract, and other property services for increase property value. For example, the property project to sell both houses and lands in form of single houses, townhouse, and commercial buildings.


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3. Construction contractor: the business activities is related to build the house on the land, which customers purchased with NIRVANA. The construction is through the hiring sub-contractors under the supervision of NIRVANA officers.

At present, there are five investments under NIRVANA toward its subsidiaries. The detail is as follows: Investments in subsidiaries Business Registered Capital

(Baht) Shareholder

(%) 1. Nirvana Construction Company Limited (NC) Construction contract 140,000,000 99.99% 2. Nirvana RAMA 9 Company Limited (NR) Property development 150,000,000 99.99%

3. Nirvana U Company Limited (NU) Property development 80,000,000 99.99%

4. Subthanarin Company Limited (STR) Property development 65,000,000 99.99%

5. Nirvana River Company Limited (RV) Property development 5,000,000 99.99%

Total 440,000,000

Nirvana Construction Co., Ltd (NC) was established on February 27 , 2006 with a registered capital of Baht 140 million. The business purpose is to be the main contractor for the construction project for Nirvana group. The current projects under implementation of Nirvana Construction Co., Ltd are Nirvana Beyond 1 ( NU), the Intro and Tara (STR), Nirvana Beyond 2, Nirvana Beyond 3, Nirvana Beyond 4, Nirvana Beyond. 5, Nirvana Wongwaen (ND), and the Icon / Bylite (NR).

Nirvana Rama 9 Co., Ltd. (NR) was established on February 22, 2008 with a registered capital of Baht 150 million. The main business purpose is for a property development projects - Icon / Bylite (NR).

Nirvana U Co., Ltd (NU) established on September 28, 2009 with a registered capital of Baht 80 million. The main business purpose is for a property development projects on Nirvana Beyond 1 , which is close to the project since 2013

Subthanarin Co., Ltd. (STR) was established on March 12, 2001 with a registered capital of Baht 65 million. The company has been operating as a building contractor for commercial and residential buildings including property management for Intro and The Tara project

Nirvana River Co., Ltd (RV) was established on November 15, 2013 with a registered capital of Baht 5 million. The main business is for trade and services in property including the management of real estate, and allocation of land, buildings/condominium buildings for sale, rental and leasing. The company has not yet started operations at present.


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Project Overview under Nirvana Development Co., Ltd. The projects under Nirvana Development Co., Ltd and its subsidiaries are consisting of 1 0 current operating projects, 2 being developed projects, and 4 potential project

expected to occur in the future with details below:

No Project Name Status Year Mortgage Servitude Unit Project Value (Baht million)

Total Balance Total Balance

Group A : Current Projects 1 Nirvana @ Work 2 – Kaset – Navamin * Operating 2012 KTB Nil 56 10 748.00 133.57 2 Nirvana Beyond 3 – Kaset – Navamin (Phrase I) Operating 2012 BAY Nil 68 32 1,161.00 546.35

3 Nirvana Beyond 2 – Rama 9 Operating 2011 SCB Nil 62 2 992.00 32.00

4 Nirvana Beyond 5 - Suanluang Operating 2013 SCB Nil 56 55 1,031.00 1,012.59

5 Nirvana Beyond Lite – Rama 9 Operating 2009 KBANK TBANK

Nil 156 10 1,288.00 82.56

6

Nirvana Icon Wongwean – Rama 9 Operating 2013 BAY LH BANK

Nil 72

16

572.00

127.11

7

Nirvana Intro

Operating

2014 Nil except for Land

deed #6130 (KBANK)

Nil 69 6 307.00 26.70


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Total Balance Total Balance 8 The Tara Operating 2013 LH BANK Nil 54 21 280.00 108.89

9 Cover Onnut Operating 2013 CIMB Nil 194 114 530.00 311.44

10 Nirvana Beyond @ Beach, Pattaya -SDH Operating 2013 Nil except for Land deed #31462, 64882, 67332 (LH BANK)

Nil 18 16 340.50 302.67

Nirvana Beyond @ Beach, Pattaya - Condominiums

Under development 98 98 320.50 320.50

Group B : Future Proejcts

11 Nirvana Beyond 3 Kaset-Nawamin Phast 2 - BAY Nil 37 37 785.10 785.10

12 Nirvana Condominiums (Lertlar ) - KBANK Deed# 18454, 37290 the whole

land under servitude

661 661 1,812.70 1,812.70

13 River Condominium - LH BANK Deed# 134 Partial land

under servitude

117 117 4,753.6 4,753.6


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Total Balance Total Balance 14 Nirvana Rama 2 - SCB Nil 159 159 2,537.4 2,537.4

Group C : Land and Others

15 Land - Nirvana @Work Kaset-Nawamin - BBL n/a n/a 16 Leasehold – (back area Nirvana Beyond 1) - Nil Nil n/a n/a

Remark: * Most Nirvana projects are offering two types of houses, which are Built to order house and Finished house. For Nirvana @Work Kaset-Nawamin and Nirvana Cover Onnut, however, they offers only finished house.


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Key Operation Performance

(Unit: Baht)

2014 (Jan-Sep) 2014 (Jan-Sep) 2013

Consolidated Company Company

Revenue on property sales 1,006,023,327 100.00% 709,700,304 100.00% 973,419,658 100.00%Gross Profit 362,118,816 36.00% 281,263,661 39.63% 266,857,007 27.41%Net Profit 172,176,806 17.11% 136,847,366 19.28% 40,851,401 4.20%

% % %Detail

All financial statement (Company Only) year 2013 is reviewed by Mr. Panya Sriwarirat CPA No. 7191 from

the Audit company named D.I.A International Co., Ltd, while its consolidated and company only financial statement for 3Q2014, reviewed by Mrs. Suwimon Krithakiat CPA No. 2982 from the same company. Both audits has been approved by the Securities and Exchange Commission (SEC). Without audited corporate financial statement for 3Q2013, there is no financial analysis comparing two-year performance of the company and its subsidiairies. For consolidated financial statement as of 3Q2014, the financial performances are as follows:

Revenue

During January - September 2014, Nirvana and its subsidiaires revenue were Baht 1006.02 million. The main revenues were generated from both the land with property and land of Nirvana @Work Kaset Nawamin (Baht 140.64 million), Nirvana Beyond Rama 9 (Baht 127.70 million), the Nirvana Beyond 3 Kaset - Navamin Phase1 (Baht 91.77 million).

In the same period, construction services revenues were mostly of the home building project in Nirvana Beyond 3 Kaset - Navamin Phase 1 (Baht 142.88 million), the Nirvana Beyond Rama 9 (Baht 68.96 million) and the Nirvana ICON Wongwean - Rama 9 (Baht 47.77 million).

Cost

During January - September 2014, Nirvana and its subsidiaires cost were Baht 643.90 million or 64 percent on total revenue. The cost of NIRVANA and its subsidiaries were generally the cost of sales, which were 59.14 percent and 40.86 percent on total cost respectively.

Operating Expenses

NIRVANA and its subsidiaries expenses for 2014 was Baht 170.97 million or 17 percent of total revenue, The operating expenses were total selling expenses and administration expenses, which were 39.95 percent and 44.22 percent on total operating expenses respectively.


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Net Profit (Loss)

During January to September 2014, the group generated net profit of Baht 172.18 million or 17.11 percent of total revenue.

Financial Analysis

As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %


Total assets

Current assets

Cash and cash equivalents 26,087,060 0.95% 13,214,129 0.48% 9,103,620 0.35%Trade and other receivables 143,413,235 5.23% 112,636,926 4.13% 150,691,806 5.82%Short-term loans 106,636,634 3.89% 61,940,047 2.27% 106,837,472 4.12%Inventories 1,847,683,088 67.41% 1,561,214,969 57.21% 1,515,329,867 58.49%Land for development 298,498,698 10.89% 298,498,698 10.94% 298,498,698 11.52%Deposits for land 111,000,000 4.05% 111,000,000 4.07% - 0.00%

Value of the work completed but not yet charged. 117,733,059 4.30% 66,501,338 2.44% 2,112,748 0.08%

Total current assets 2,651,051,774 96.72% 2,225,006,106 81.54% 2,082,574,211 80.38%

Non-current assets

Deposits with financial institutions - with commitment. 644,180 0.02% - 0.00% - 0.00%Investments in subsidiaries - 0.00% 439,998,900 16.12% 439,998,900 16.98%Property, plant and equipment 67,585,938 2.47% 56,379,208 2.07% 59,856,475 2.31%Other intangible assets 4,594,172 0.17% 4,594,172 0.17% 5,478,281 0.21%Deferred tax assets 8,443,143 0.31% 2,008,608 0.07% 2,247,175 0.09%Prepaid rent 3,066,667 0.11% - 0.00% - 0.00%

Other assets 5,495,258 0.20% 715,362 0.03% 715,362 0.03%

Total non-current assets 89,829,358 3.28% 503,696,250 18.46% 508,296,193 19.62%

Total assets 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%

(Unit : Baht)

Detail


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As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %


Total liabilities

Total current liabilities

Bank overdrafts and short-term loans from financial institutions. 33,179,370 1.21% 29,890,251 1.10% 21,563,532 0.83%Trade and other payables 215,922,366 7.88% 199,608,610 7.32% 165,569,652 6.39%Of long-term debt due within one year. 386,494,397 14.10% 385,375,886 14.12% 584,635,071 22.57%Short-term loans 367,145,501 13.40% 535,833,589 19.64% 293,028,200 11.31%Tax liabilities 33,562,512 1.22% 29,157,940 1.07% 1,821,688 0.07%Provision for warranties 10,065,552 0.37% 4,462,560 0.16% 6,211,842 0.24%Creditors Retention 33,526,498 1.22% 14,473,924 0.53% 14,565,110 0.56%Deferred income under the construction contract. 30,808,165 1.12% 18,686,096 0.68% 134,913,760 5.21%

Advance purchase contract to sell. 56,099,069 2.05% 51,840,316 1.90% 82,431,701 3.18%

Total current liabilities 1,166,803,430 42.57% 1,269,329,171 46.52% 1,304,740,557 50.36%

Non-current liabilities

Finance lease liabilities 5,721,030 0.21% 4,787,456 0.18% 8,526,189 0.33%Long-term loans 639,027,503 23.31% 579,850,646 21.25% 515,632,063 19.90%

Employee benefit obligations 5,056,969 0.18% 5,056,969 0.19% 4,091,876 0.16%

Total non-current liabilities 649,805,502 23.71% 589,695,071 21.61% 528,250,128 20.39%

Total liabilities 1,816,608,932 66.28% 1,859,024,242 68.13% 1,832,990,685 70.75%

Shareholders' Equity

Shareholders' EquityRegistered capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%Paid-Up capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%

Accumulated profit (loss) Appropriated - statutory reserve 2,392,570 0.09% 2,392,570 0.09% 350,000 0.01%Unappropriated 206,193,623 7.52% 151,600,645 5.56% 41,844,820 1.62%

Non-controlling interests 1,107 0.00% - 0.00% - 0.00%

Total shareholders' equity 924,272,200 33.72% 869,678,115 31.87% 757,879,720 29.25%

Total liabilities and shareholders' equity 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%

Detail

According to financial statement (Company Only) year 2013 - 2014 and its consolidated as of 3Q2014, reviewed by Mrs.Suvimol Krittayakiern CPA No. 2982. Audit of DIA International Limited who has been approved by the Securities and Exchange Commission (SEC), the financial performance of Nirvana and its subsidiaries are as follows.


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Total Assets

According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, Nirvana had total assets of Baht 2,590.87 million and Baht 2,728.70 million respectively, which increased by Baht 137.83 million or 5.32 percent. The main changes result on higher value of the work completed but not yet charged, and deposits for land (Rama 2 and Pattaya project), and so on.

As of September 30, 2014, most assets for Nirvana group were inventories and land for development. The major inventory were for the Nirvana @ Work Kaset – Nawamin, the Nirvana Beyond 5 Suanluang Rama. 9, the Nirvana Beyond 3 Kaset - Navamin Phase 1, the Nirvana Cover Onnut, River condominium, the Nirvana Beyond 3 Kaset - Navamin Phase 2. Most of lands for development were the land for future development on River condominium projects valued Baht 281 million, and the rest is land servitude for projects carried out in the present.

As of September 30, 2014, the Company's trade accounts receivable and other receivables valued Baht 143.41 million. consisting of Baht 53.06 million on trade receivables,which were mainly customers down payment arrears to the company, and other receivables of Baht 90.35 million, which relate to debtors for construction contract.

Total liabilities

According to a corporate finanacial balance sheet as of September 30, 2014, Nirvana had total liabilities of Baht 1,859.02 million, which increased by Baht 26.03 million or 1.42 percent. The main changes result on higher short-term loans from Baht 293.03 million (in 2013) to Baht 535.83 million (in 2014) or increased by Baht 242.81 million.

As of September 30, 2014, Nirvana and its subsidiaries had total liabilities for Baht 1,816.61 million. The main liabilities were long-term loans from financial institutions, and short-term loans for Baht 639.02 million and Baht 367.14 million respectively.

According to the notes to the financial statements as of September 30, 2014, Nirvana had outstanding liability that may arise from five financial institutions related guarantee the infrastructure and guarantee portfolio for Baht 16.92 million. The guarantee is secured by the mortgage. land and projects under construction, ownership of the company and its subsidiaries including personal guaranteed by the Board and its subsidiaries.In addition, Nirvana processed to two legal eviction, infringement, and claim from a person and two more corporates on the land encroachment worth Baht 4.72 million. Another legal case is related to claim on the issue of continuous construction projects worth Baht 29.84 million, which the firm has been counterclaimed related to the same case for Baht 1.37 million. At present, all cases are under compromise and witnesses appearance procedure.The Company has not recorded damages that may arise from such cases in their accounts.


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Shareholders’ Equity

According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, total shareholders’ equity were Baht 757.88 million and Baht 869.67 million respectively, which increased from accumulated retained earning by Baht 111.80 million

As of Septerber 30, 2014, Nirvana group has shareholders’ equity at Baht 924.27 million. There was due to higher accumulated retained earning by Baht 206.19 million. Opinion Conclusion

According to SINGHA Estate Public Company Limited (SINGHA) investment plan toward total NIRVANA group, the purchasing of 4 ,4 8 1 ,7 1 7 ordinary shares will represent not less than 5 1 percent of the NIRVANA registered capital with total value of Baht 2 ,09 0 ,592 ,9 30 . SCMB Company Limited as the independent financial advisor to review and analyze the benefits, including advantages and disadvantages of the investment, is of the opinion that such investment reasonable and appropriate because Nirvana is a well-established company operated in property development of residential places with business experience since 2005 through experience executives and management in real estate development business for over 1 0 years, which results of good operations and financial position. At present, NIRVANA group is also a valuable land in a great location with the potential for future development. SINGHA investment perspective in NIRVANA is a business opportunity that will enable the company to expand the business to the low-rise residential real estate development business. Through the investment, SINGHA's operations cover the entire property development in hotel, condominium, and residential houses.In addition, the investment toward NIRVANA is useful to promptly generate higher revenue and returns to the Group, which are potentially better than gradual implementation of development projects from scratch, and faster to have financial return.

To effectively analyze the investment justification on the payment for purchasing NIRVANA ordinary shares with ordinary shares of SINGHA at a rate of 51.0986 shares per 1 share of Nirvana, the independent financial advisory firm has performed a corporate valuation for both SINGHA and NIRVANA. Through the valuation using the adjusted book value method, IFA has an opinion of advantage on the investment upon the lower share swap ratio as the rate of 1 share of Nirvana per 90.08 share of SINGA. For NIRVANA share value, SINGHA must pay the price for baht 383.24 per share based on the analysis on earnings per share for 2014 at baht 32.73 per share, which has a price to earnings ratio (P / E Ratio) value at 1 1 .7 1 times. IFA is of the opinion that the rate is appropriately low compared to P / E Ratio in the other companies listed in the Stock Exchange of Thailand who operate the similar business, which have P / E Ratio between 12.58 and 19.04 times. Moreover, the subscription price of such shares is reasonable and fair price because it is the same price for a subscription right granted to current NIRVANA shareholders.


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As result, SINGHA shareholders should approve the purchase of ordinary shares from current NIRVANA shareholders and the capital investement toward NIRVANA (purchase of shares in a Nirvana of 3,649,993 shares, representing 51 percent of the total shares of Nirvana at a price of Baht 485.44 per share. Total amount is not exceeded Baht 1 ,771 ,843 ,024 from two main shareholders (1) Good Prosper Holdings Limited and (2 ) Compile House Company Limited, which is not a connected person of the Company. And payment for such shares with other non-monetary assets including the newly issued ordinary shares of the Company. A total of 186,509,792 shares at a price of Baht 9.50 to pay for the shares. And the transaction to subscribe for shares in Nirvana of not more than 831,724 shares, paid up share capital in the amount of Baht 383.24 with total value within Baht 318,749,906) according to approved by the Board of Directors Meeting 1/2015 dated 27 February 2015.


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Part 1: General Information – Singha Estate Public Company Limited (S)

1.1 General Information

Name : Singha Estate Public Company Limited Previous Name : Panichpoom Pattana Company Limited Registered Date : August 14, 1995 Registerd Number : 0107547000443 Previous Registerd Number : 0107547000442 Business : Property Investment, Development, and Management Head Office Location : 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom,

Bangrak, Bangkok 10500 Thailand Registerd Capital

: Baht 4,712,350,732 with common stock 4,712,350,732 shares at Baht 1 per share

Paid-up Capital : Baht 4,712,350,732 with common stock 4,712,350,732 shares at Baht 1 per share

1.2 Business Overview Singha Estates Public Company Limited ("Company") was incorporated on August 14, 1995 with Baht 10

million registered capital. The company was formerly known as "Panichpoom Pattana Company Limited". The main buiness is the property development on real estate sector for housing and condominiums.

On September 12, 2014, the Company has received a common stock transferred from both S Bright Futures Company Limited (S-BRIGHT) and Santiburi Company Limit (SANTIBURI) based on business integration plan. In return, SINGHA has issued and allotted a capital increment for 1,801,441,632 shares or 38.23 percent of total SINGHA issued shares to Singha Property Management Co., Ltd. (Singha Property), and for 1,130,964,175 shares or 24.00 percent of total SINGHA issued shares to Singha Property Management (Singapore) Pte. Ltd. (SPM SG)

And SINGHA performed a share allocation of 1,229,946,524 shares or 26.10 percent of total SINGHA issued shares to Mr. Santi Bhirombhakdi ("KhunSanti") as the consideration for the ordinary shares of Santiburi Company Limit (SANTIBURI)

In addition, SPM SG has sold 247,617,536 shares, representing 5.25 percent of the total issued shares toward Damerius Pte. Ltd., which 100% owned by Khun Santi Bhirombhakdi who is a person under section 258 (4). As result, SPM SG holded 883,346,639 shares, representing 18.75 percent of the total SINGHT issued shares.


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At present, there are five SINGHA projects operating for business investment, development and property management. There are two developing projects, which are INTRO Condominium and Rasa Maxx Ville. There is also one property investment on The Light House, and two hotel businesses on Santiburi Beach Resort & Spa hotel, and Phi Phi Island Village Beach Resort.

Subsidiaries Business Overview 1. Singha Property Development Co., Ltd. operates rental and developed property.The current focus is the

land area of 11 Rai 1 Ngan 24 Tarangwa located on New Petchburi road and Asokemontre Huaykhwang Bangkok.

2. Maxx Future Co., Ltd operates rental and developed property. The current focus is the land area of 30 Rai 2 Ngan 10 Tarangwa located on Praditmanutham Nuanjan Buengkoom Bangkok.

3. S Hotel Management Co., Ltd concentrates on hotel investment and management.

4. S Hotel PhiPhi Island Co., Ltd concentrates on hotel management at PP Island Village Beach Resort.

1.3 Board of Directors and Shareholders

According to the Company certificate dated February 27, 2015, there are eight board of directors as follows:

No Name Position 1 Mr. Chutinant Bhirombhakdi Chairman 2 Mr. Chayanin Debhakam Executive Director 3 Mr. Naris Cheyklin Executive Director 4 Mr. Longlom Bunnag Executive Director 5 Mr. Nattavuth Mathayomchan Executive Director

6 Mr. Satit Rungkasiri Independent Director

& Chairman of the Audit Committee

7 Mr. Karoon Nuntileepong Independent Director

& Member of the Audit Committee

8 Mr. Thana Thienachariya Independent Director

& Member of the Audit Committee Remark: Refer to the Board of Directors Meeting No. 2/2015 held on March 11, 2015, a resolution to propose Mr.

Thanavath Phonvichai as the Independent Directors will propose to the Annual General Meeting of Shareholders for the year 2015 with the appointment date on April 22, 2015


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Table Summary for shareholders before and after issued new share capital of SINGHA toward Singha Property Co., Ltd., SPM SG and Mr. Santi Bhirombhakdi including sales and purchase shares between SPM SG and Damerius Pte Ltd. As of January 30, 2015, there are ten major shareholders as follows:

Name

Before the transaction

(as of March 17, 2014) After the transaction/1

Number of

Shares

% on paid-

up capital

Number of

Shares

% on paid-up

capital

Singha Property Management

Group 2,434,788,271 51.67 2,434,788,271 49.70

- Singha Property Management Co.,

Ltd. 1,706,441,632 36.21 1,706,441,632 34.83

-Singha Property Management

(Singapore) Pte. Ltd. 728,346,639 15.46 728,346,639 14.87

Mr. Santi Bhirombhakdi Group 1,610,564,060 34.18 1,610,564,060 32.88

- Mr.Santi Bhirombhakdi 1,362,946,524 28.92 1,362,946,524 27.82

-Damerius Pte. Ltd. 247,617,536 5.26 247,617,536 5.05

Good Prosper Holdings Limited - - 178,845,349 3.65

Compile House Co., Ltd. - - 7,664,443 0.16

UOB Kay Hian (Hong Kong) Limited

– Client Account 85,000,000 1.80 85,000,000 1.74

Mr. Kemchai Rasanon 40,991,987 0.87 40,991,987 0.84

Mr. Pichai Vijakkapan 30,000,000 0.64 30,000,000 0.61

Miss Acharaporn Siriphaivan 24,750,000 0.53 24,750,000 0.51

Rasa Tower Co., Ltd 19,655,200 0.42 19,655,200 0.40

Thai NVDR Co., Ltd. 19,459,779 0.41 19,459,779 0.40

Miss Thanawadee Tangsitthichok 12,054,000 0.26 12,054,000 0.25

Mr. Krit Intarapornudom 8,237,200 0.17 8,237,200 0.17

Total 4,294,347,147 90.94 4,480,856,939 91.29


15

Remark: /1 Information on the assumption that there is no change in the fair value of the new issued ordinary share for capital increase toward Good Prosper Holdings Limited and Compile House Co., Ltd.

Authorized Directors to sign on behalf of the Company General case

Two of three directors, which are Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, and Mr. Naris Cheyklin co-sign and have the company seal.

Specific cases include 1. Request on approval of the buildings and buildings of all types 2. Request on approval of the property allocation 3. Request on approval of the land grant 4. Request on approval of the consolidated and separate title deeds 5. Request on approval of share ownership 6. Request on approval of the number of home 7. Request on approval of the use and transfer of power and water supply 8. Request on approval on lease on phone license numbers 9. Request for about phones 10. Permission to access and drain 11. Permission to cut curbs 12. The point guard and approved the land 13. Application for registration of condominium 14. Application for registration of the condominium corporation 15. Request on building usage approval 16. Permission to use the merchant 17. The words, as well as filing and documents related to the Revene Department 18. File a complaint to the police officer or officers. Withdrawal of claims 19. Compromise the words including send and receive the documents related to the legal case 20. Request on approval of the sale, preparation of food or ice in a private location 21. Request a permission to use the trade which is objectionable or potentially dangerous to health 22. Request on approval of the sale of alcohol, tobacco, and cards 23. Request for a business approval as a person authorized by the Act. Exchange Control Regulations 1942

One of three directors, which are Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, and Mr. Naris Cheyklin signs and have the company seal.


16

1.3.1 The Shareholding Structure The shareholding structure of the Company prior to the transfer of Santiburi Limited and S Bright Future Limited

Remark : (1) Previous name is Rasa Property Development Company Limited Shareholders’ Structure after merger and acquisition/1

Remark: 1. As of January 30, 2015

2. Previous name is Rasa Property Development Company Limited

Mr.Santi Bhirombhakdi

Santiburi Co., Ltd

Singha Property Management Co., Ltd Group

S Bright Future Co., Ltd

Singha Property Development Co., Ltd Bhiromphat Co., Ltd Max Future Co., Ltd.

Others Pinitchop Group

Singha Estate PCL/1

99.99% 99.99% 99.99%

45.58% 54.42% 99.99%

Mr.Santi Bhirombhakdi Group Others Singha Property Management Group

Singha Estate PCL/2

Boon Rawd Brewery Co., Ltd

34.18%

100%

51.67% 14.15%


17

Through a business integration plan using the asset transfer from the company's major shareholders, and growth on asset acquisition, the core business of the company has expanded from the original from residential property development to be investment in the development of variety properties, including hotels.

Corporate Structure after merger and acquisition

Remark: 1. The business closure on October 1, 2014 after transferred all corporate assets

2. The business closure on January 5, 2015 after transferred all corporate assets

Singh Estate Public Company Limited was established on August 14, 1995, formerly known as "Panitphuphattana Company Limited” with a registered capital of Baht 10 million. The business purpose is a real estate development including housing and condominiums. At present, the Company continues on the real estate business development with significant changes and developments as follows:

S Hotel Mangement

Co., Ltd

Santiburi Co., Ltd /1

S Bright Future Co., Ltd /1

S Hotel Phi Phi Island Co., Ltd


Singha Property

Development Co. Ltd

Max Future Co., Ltd Bhiromphat Co., Ltd 2/ Phi Phi Village Acces Management Co., Ltd

99.99% 99.99% 99.99% 99.99%

99.99% 99.99% 94.99% 99.99%

Nirvana Development

Co., Ltd.

51.00%


18

Year

1995

Period

14 August

:

Activities

Registered a capital of Baht 10 million

1997 9 July : Opened Patomporn Garden Project on Puthamothon 4 Road, which is the company's first project for 160-single houses valued at approximately Baht 380 million.

2002 31 March : Increased the registered capital from Baht 10 million to Baht 20 million with full paid-up value at Baht 100 per share

2003 27 October : Increased the registered capital from Baht 20 million to Baht 300 million with full paid-up value

2004 30 April : Revised the corporate name from “Panichpoom Pattana Company Limited” to “Rasa Property Development Company Limited”, and change its corporate form to public company limite with capital increase from Baht 300 million to Baht 375 million. To prepare the public offering of 15 million shares toward the Stock Exchange of Thailand (SET) with the change of PAR value from Baht 100 to be Baht 5 resulting of 75 million common stocks public offers

2006 12 March : Reduced a registerd capital from Baht 375 million to Baht 300 million, and increase it from Baht 300 million to Baht 400 million

2007 12 April : Started trading on the Stock Exchange of Thailand under the name "RASA".

2011 16 March : Replace the conversion of ordinary shares with a par value from Baht 5 to be Baht 1 per share.

2012 27 April : Increased the registered capital from Baht 400 million to Baht 500 million

2013 3 May : Decreased the registered capital from Baht 500,000,000 to Baht 499,999,986

2013 7 May : Increased the registered capital from Baht 499,999,986 to Baht 549,999,986

2014 9 June : The AGM resolved to approve the company's business plan on the entire business transfer (EBT) with Santiburi Limited from Mr. Santi Bhirombhakdi and S Bright Future Co., Ltd from Singh Property Co., Ltd through issued common stock of 2,932,405,807 shares and 1,229,946,524 shares to Singha Property and Mr. Santi respectively. Total common stocks were 4,162,352,331 shares


19

Year Period Activities

2014 12 September : Issued share capital of SINGHA as the share payment on S Bright Future Limited toward Signha Property Co., Ltd and SPM SG for 1,801,441,632 shares or 38.23 percent on total common stocks, and 1,130,964,175 shares or 24.00 percent on total common stocks repectively. In addition, the company issued new share capital as the share payment on Santiburi Co.,Ltd toward Mr. Santi Bhirombhakdi for 1,229,946,524 shares or 26.10 percent on total common stock. And renamed the company from Rasa Property Development Co. Ltd to be Singha Estate Public Company Limited, which changed the major shareholders from Phinitchop Group to Singha Property and Mr. Santi Bhirombhakdi group

2014 18 September : Changed the Stock Exchange of Thailand trading name from "RASA" to "S".

2014 24 November : Board of Directors approved the Company establishment of a new subsidiary to invest in outrigger Phi Phi Island Village Beach Resort & Spa, which was under S Hotal Phi Phi Island Company Limited (“SPP”). The firm is 99.99% owned by Singha Estate PCL with the registerd capital of Baht 10 million, which consisted of 100,000 shares at Baht 100 per share.

2014 28 November : SPP acquired both common shares and preferred shares of Phi Phi Village Asset Management Company Limited ("PPVAM") more from the shareholders of PPVAM. The investment consisted of 249,998 shares of common stock with a par value of Baht 100, and 225,000 shares of preferred shares with a par value of Baht 100, representing 94.99 percent of the shares of the issued and paid up. It was also included the claim right on short-term loans. The acquisition of shares and rights resulted of total purchase value at Baht 322.5 million, which accounted as 4.9 percent calculated on the value of the consideration upon the the financial statements of the Company as of September 30, 2014.


20

1.4 Financial and Operation performance Results of operations and financial position of the Company for the year 2013-2014 is to consider the results

of operations and financial position of the Company. Revenue Structure

Revenue items

2013 2014 Baht Million % Baht Million %

Revenue from real estate business

- Revenue from property sales - - 142.76 35.47

- Revenue from property rent 0.84 0.31 3.31 0.82

Total revenue from real estate business 0.84 0.31 146.07 36.29 Revenue from service and hotel business 260.76 94.93 219.62 54.57 Other revenues 13.10 4.77 36.72 9.13

Total revenue 274.70 100.00 402.41 100.00


21

Statement of Comprehensive Income

Statement of Comprehensive Income 2013 2014

Baht Million % Baht Million %

Revenue from sales of house and condominium units - - 142.77 35.48

Revenue from services 260.76 94.92 219.63 54.58

Costs of house and condominium unit sold - - (113.03) (28.09)

Costs of services (96.36) (35.08) (118.59) (29.47)

Gross profit 164.39 59.84 130.77 32.50 Other income 13.95 5.08 40.03 9.95

Selling expenses (46.48) (16.92) (37.23) (9.25)

Administrative expenses (95.75) (34.86) (348.95) (86.71)

Financial costs - interest expenses (0.93) (0.34) (28.05) (6.97)

Profit (loss) before income taxes 35.19 12.81 (243.43) (60.49) Income taxes (9.04) (3.29) (6.17) (1.53)

Profit (loss) for the year 26.14 9.52 (249.60) (62.02)

Other comprehensive income, net of tax

Gains on re-measuring available-for-sale investments - - 0.77 0.19

Actuarial gains on defined employee benefit plans - - - -

Other comprehensive income for the year, net of tax - - 0.77 0.19

Total comprehensive income (expense) for the year 26.14 9.52 (248.83) (61.83)

Profit (loss) for the year attributable to:

Owners of the parent 26.14 9.52 (250.78) (62.32)

Non-controlling interests - - 1.17 0.29

26.14 9.52 (249.60) (62.02)

Total comprehensive income (expense) attributable to:

Owners of the parent 26.14 9.52 (250.01) (62.12)


26.14 9.52 (248.83) (61.83)

Earning per share

Basic earning (loss) per share (BAHT per share) 0.01 (0.05)

According to its consolidated financial statement year 2013 and 2014 , reviewed by Mr. Vicharn Kengmontri CPA No. 3977 from Pricewaterhousecoopers ABAS Co., Ltd who has been approved by the Securities and Exchange Commission (SEC).


22

Statement of Financial Position

Statement of Financial Position 2013 2014

Baht Million % Baht Million % Assets Current assets

Cash and cash equivalents 429.20 8.67 766.38 7.88 Short-term investments - - 131.85 1.36 Trade and other receivables, net 12.66 0.26 52.77 0.54 Amounts due from related parties 91.27 1.84 0.07 0.00 Loans to related parties 219.50 4.43 - - Costs of property development - - 794.83 8.18 Inventories 5.49 0.11 11.72 0.12 Other current assets 4.36 0.09 40.05 0.41 Total current assets 762.48 15.40 1,797.67 18.49

Non current assets

Restricted bank deposits 1.35 0.03 51.05 0.53

Land held for development 1,097.58 22.16 1,499.62 15.43 Property, plant and equipment, net 458.31 9.26 3,122.87 32.12 Property for investment, net 2,627.47 53.06 2,819.97 29.01 Goodwill - - 399.00 4.10 Intangible assets 0.09 0.00 22.98 0.24 Deferred income tax assets 3.98 0.08 6.80 0.07 Other non-current assets 0.70 0.01 1.78 0.02 Total non-current assets 4,189.48 84.60 7,924.07 81.51

Total assets 4,951.95 100.00 9,721.75 100.00


23



Liabilities and shareholders’ equity

Current liabilities

Bank overdrafts - - 3,166.86 32.58

Trade and other payables 36.42 0.74 234.73 2.41

Amounts due to related parties 0.37 0.01 0.03 0.00 Current portion of long-term loans from finance institutions 11.00 0.22 38.28 0.39

Short-term loans from related parties 16 0.32 90.56 0.93

Retention payables 0.95 0.02 25.06 0.26

Income tax payable 5.18 0.10 5.57 0.06

Other current liabilities 23.08 0.47 73.34 0.75

Total current liabilities 93.00 1.88 3,634.42 37.38


Long-term loans from directors 0.56 0.01 - -

Long-term loans from finance institutions 46.66 0.94 504.79 5.19

Employee benefits obligation 18.41 0.37 21.40 0.22

Deferrd income tax liabilities - - 9.42 0.10

Other non-current liabilities - - 0.46 0.00

Total non-current liabilities 65.62 1.33 536.08 5.51

Total liabilities 158.62 3.20 4,170.50 42.90


24



Shareholders’ equiety

Registered capital 4,235.00 85.52 4,712.35 48.47

Issued and paid-up share capital 4,235.00 85.52 4,712.35 48.47

Premium form acquisition - - 551.15 5.67 Discount from acquisition of non-controlling interest

- - (21.50) (0.22)

Retained earnings Legal reserve 10.00 0.20 10.00 0.10

Unappropriated retained earnings 548.33 11.07 297.56 3.06

Other components of shareholders’ equity - - 0.77 0.01

Total parent’s shareholders’ equity 4793.33 96.80 5,550.32 57.09


Total shareholders’ equity 4,793.33 96.80 5,551.25 57.10

Total liabilities and shareholders’ equity 4,951.95 100.00 9,721.74 100.00


25

Financial Highlights

Assets

As of December 31 , 2014 , the Company's net assets increased by Baht 4 ,769.80 million or 96.32 percent from Baht 4,951.95 million to Baht 9,721.75 million compared with 2013. The main reasons were higher asset value from a new hotel, the Phi Phi Island Village Beach Resort. In addition, higher cost on property development at fair value under Rasa Property Development Co., Ltd. and goodwill after Business Integration.

Liabilities

As of December 31, 2014 , total consolidated liabilities stood at Baht 4 ,170.50 million, increased by Baht 4,011.88 million from 2013. The primary reasons were higher short term loans for the acquisition of Phi Phi Island Village Beach Resort, and the consolidation of RASA’s outstanding liabilities upon business integration, and new loans raised to support business expansion and the renovation of Santiburi Beach Resort and Spa.

Shareholder’s equity

As of December 31, 2014, total equity worth Baht 5,551.25 million, which increased by Baht 757.92 million or 15.81 percent against year 2013. The higher result came from capital surplus from Business Integration. Operation Performance

Revenue

In 2014, total consolidated revenues from property sales were Baht 142.77 million, which derived from the sales on residential inventories of Intro Condominium and Rasa Maxx Ville Project. The cost of goods sold was Baht 113.03 million

For revenue on the service in 2014, it was dropped by Baht 41.13 million or 15.77 percent while the service cost moved up Baht 22.23 million or 23 percent from prior year. The reason could impact by temporarily closed on Santiburi Beach Resort and Spa for renovation whereas the company continued to recognize the fixed costs of the hotel during the renovation. Higher depreciation on the hotel renovation, and additional cost of buying a new business hotel were also factors.

Expenses

Total selling and administration expenses in 2014 stood at Baht 386.18 million, a rise of 172% yoy mainly from professional and transaction fees related to the business integration and increased number of employees at head office to support business expansion after the business integration.


26

Net Profit

In 2014, the Company reported its consolidated net loss of Baht 249.6 million, declined from a net profit of Baht 26 .1 million in 2013 . This was primarily from the absence of revenue from Santiburi Beach Resort and Spa during its closure for refurbishment and the higher expenses at head office, as previously mentioned. Key Financial Ratios

Financial Ratio 2013 2014

Liquidity Ratio - Current ratio (times) 8.20 0.49 - Quick ratio (times) 8.09 0.26 - Operating cash flow to current liabilities* (times) N/A/1 0.03

Profitability Ratio - Gross profit margin (%) 63.05% 36.09% - Operating profit margin (%) 8.50% -70.48% - Net profit margin (%) 9.52% -62.02% - Return on equity* (%) N/A/1 -4.83%

Efficiency Ratio - Return on assets (%) N/A/1 3.40% - Asset turnover* (times) N/A/1 0.05

Financial Ratio - Debt-to-equity ratio (times) 0.03 0.75 - Interest coverage (times) 20.74 3.02 - Dividend payout ratio (%) - -

Remark: 1. Cannot be determined since there are Financial Statements for the year 2013 and 2014 only. As a result, average figure for items on the Statement of Financial Position for the year 2013 cannot be calculated.


27

Liquidity Analysis

Liquidity Analysis is to measure the ability to repay short-term debt in 2014 . The ratio decreased to 0 .49 times compared to the previous year. This may be because of higher current liabilities spent over additional investment resulting of low liquidity. However, the firm has planned for recapitalize and restructure the debt to be long-term in the near future.

Profitability Analysis

In 2014, the company presented a negative operating profit margin at 70.48 percent, which was different from its positive operating profit margin at 8.50 percent in 2013. The unfavorable sign was caused from the closure of the service in Samui Beach Resort and Spa Hotel for renovation resulting of less revenue whereas continuous expenses during the closure. And with higher administration costs, the firm has shown a negative profit margin at 62.02%.

Efficiency Analysis

This analysis is to measure the operational efficiency on asset management generating revenue. In 2014, the Company's asset turnover rate was 0.05 times. It presented that the firm had outstanding asset values especially for lands and properties comparing with previous year. However, the firm could not fully utilized all assets for generating appropriate revenue at the point of analysis.

Financial Analysis

Financial analysis represents financing capability of the company. These ratios helps to determine the direction of the source of capital, including the ability to pay interest on the debt. In 2014, the firm had total debt to equity share were 0.75 times increase from 2013. The ratio of total liabilities to shareholders' equity of 0.03 times, which is an increase of 0 .7 2 times due to higher debt. The main debts were loans from financial institutions, and short-term loans from other parties, which the company may borrow to invest in real estate and land. Therefore, it presented higher risk in finance for venture, and may affect the ability to pay interest on them.


28

Part 2: Asset Acquisition Detail

Singh Estate Public Company Limited (“S” or “Company”) has an investment plan toward Nirvana Development Company Limited (“NIRVANA”) through purchasing NIRVANA shares for 3 ,6 4 9 ,9 9 3 shares (5 1 percent of the paid-up capital of NIRVANA) from two current shareholders who are not connected persons with the Company at a selling price of Baht 485.44 per share. Total amount is not exceeded Baht 1,771,843,024, which paid to the Sellers through the newly issued ordinary shares of the Company with total 186,509,792 shares at a price of Baht 9.50 per share. The swap ratio of 1 share of Nirvana for 51.0986 company shares.

The Company also intends to subscribe for Nirvana ordinary shares on capital increase with the purpose to maintain 51 percent ownership. Total number of share is 831,724 shares by the number of total shares of 1,630,832 shares. The paid-up share capital increase is by cash at Baht 3 8 3 .2 4 per share, representing a value within Baht 318,749,906.

According to an investment plan on above, the Company will result of holding 4 ,4 8 1 ,7 1 7 shares, representing a total investment value within Baht 2,090,592,930 baht or averae share price at Baht 466.47 per share. The detail are described below:

2.1 The Date of the transaction

The company has signed a contract and subscription (Share Purchase and Share Subscription Agreement) with the seller, after being approved by the Board of Directors meeting at 1 /20 15 and to enter into the transaction after approval from the Annual General Meeting of the shareholders of the Company.

2.2 The parties involved and their relationship with the listed Company.

2.2.1 The acquisition of Nirvana ordinary shares from current shareholders

Buyer : Singha Estate Plc.

Sellers : Current shareholders of Nirvana Development Co., Ltd. Comprising two sellers below

No Shareholder Number of Shares 1 Good Prosper Holdings Limited 3,500,000 2 Compile House Co., Ltd. 149,993

รวม 3,649,993


29

Relationship with the listed company:

All sellers do not fall within the criteria of being connected persons of the Company

In return, the company presents the allocation of new S shares of 186 ,509 ,792 ordinary shares with a par value of Baht 1 per share. The allocation price is Baht 9.50 per share or Baht 1,771,843,024 totally to both current sellers of Nirvana shares (Private Placement). The detail is as follows:

No Allocated Shareholder list Number of

allocated share Price Value

(Baht/Share) Total Value (Baht)

1 Good Prosper Holdings Limited

178,845,349 9.5 1,699,030,815.50

2 Compile House Co., Ltd. 7,664,443 9.5 72,812,208.50 Total 186,509,792 9.5 1,771,843,024

Remark: For those who have been allocated shares this time, it will be as one of the shareholders, which has not involved in the corporate management.

Good Prosper Holdings Limited is an investment company registered in Hong Kong with the major shareholder being Haven Views Group Limited which is a company registered in the British Virgin Islands.

Compile House Co., Ltd. is an investment company registered in Thailand with the major shareholder being Mr. Thitipun Peerawasut, Mr. Pattaraset Peerawasut, and Mr. Burapat Manokasaemsan as at 19 January 2015. The authorized director of Compile House Co., Ltd. is Mr. Thitipun Peerawasut.


30

1. Subscription of newly issued ordinary shares of Nirvana transaction

Buyer : Singh Estate PCL subscribes for newly ordinary shares of Nirvana as a stake of 51 percent or a total of 831,724 shares at a price per share within Baht 383.24 per share or not over Baht 318,749,906. The amount paid is by cash.

Seller : Nirvana Development Co., Ltd. issued ordinary share capital to shareholders for total 1,630,832 shares at a price of Baht 383.24 per share

Relationship with the listed company : Not a connected person with the Company according to the rule

2.3 General characteristics, type, and size of asset acquisition transaction

The Company will invest in ordinary shares of Nirvana by acquiring 3,649,993 shares (representing 51% of the total ordinary shares of Nirvana) at an acquisition price of Baht 485.44 per share from (1) Good Prosper Holdings Limited and (2 ) Compile House Co., Ltd., which are not connected persons of the Company. In exchange the Company will pay in kind with 186,509,792 newly issued ordinary shares of the Company, equivalent to 3.8% of the total registered capital of Company after capital increase (for this portion), at Baht 9.5 per share, totalling to a value of Baht 1,771,843,024.

After completion of the aforementioned investment, the Company intends to subscribe to the newly issued ordinary shares of Nirvana proportionately to the shareholding percentage of 51% amounting to 831,724 shares, out of the total 1,630,832 new ordinary shares, at Baht 383.24 per share, totalling to a value of Baht 318,749,906. The Company will entirely pay for such newly issued shares by cash.

Pursuant to the Notification on Acquisition or Disposal, based on the financial statements of the Company and Nirvana as at 31 December 2014 and 30 September 2014 respectively, the highest transaction value is equal to 21.50% based on the total value of consideration basis. The calculation of the transaction sizes are as detailed below:


31

1. Comparison of net tangible asset (NTA) value Transaction size = % of NTA of Nirvana in the acquisition proportion x 100

NTA of the Company

= 911.3 x 51% x 100 5,122.5

= 9.07%

2. Comparison of net profit Transaction size = % of net profit of Nirvana in the acquisition proportion x 100 Net profit of the Company

= Cannot be calculated due to negative net profits of the Company

3. Comparison of total value of consideration

Transaction size = Value of consideration received/paid x 100 Total assets of the Company

= 2,090.6 x 100 9,721.7

= 21.50%

4. Comparison of equity share value

Transaction size = Number of shares issued as consideration x 100 Total number of issued and paid-up shares of the Company

= 186.5 x 100 4,712.4

= 3.96%


32

Calculation details of the transaction size of the investment in ordinary shares of Nirvana:

Basis of calculation Transaction size 1. Net tangible asset (NTA) value method 9.07% 2. Net profit method Cannot be calculated/1 3. Total value of consideration method 21.50% 4. Securities (issued to pay for assets acquired) value method 3.96% Note: NTA = Total assets – Intangible assets – Total liabilities – Non-controlling equity

/1 Cannot be calculated due to negative net profits of the Company in 2014 The highest transaction value is equal to 21.50% based on the total value of consideration basis, which need

to be calculated with other asset acquisition transactions entered into during the previous six months before the date of this transaction. The details are as follows:

1.Purchase of land, buildings and properties used for business operation of Outrigger Phi Phi Island Resort from MFC Amazing A-la Andaman Property Fund for a total value of Baht 2,450,000,000, the seller of which is not a connected person of the Company pursuant to Notification of the Notification on Acquisition or Disposal, with the highest transaction value of 37.26% based on the total value of consideration basis.

2. Acquisition of shares and right on claim of short-term credits from existing shareholders of Phi Phi Village Asset Management Co., Ltd., comprising of 1) a total of 249,998 ordinary shares with par value of Baht 100 each, 2) a total of 225,000 preferred shares with a par value of Baht 100 each, totally representing 94.99% of total issued and paid-up shares, and 3 ) right on claim of short-term credits from existing shareholders, altogether amounting to Baht 3 2 2 ,5 0 0 ,0 0 0 in total value, the sellers of which are not connected persons of the Company pursuant to the Notification on Acquisition or Disposal, and the highest transaction value of which is equal to 4.90% on a total value of consideration basis.

Therefore, total aggregate value of the transactions will be 63.66% based on the total value of consideration basis, hence it is considered as a Type 1 transaction in accordance with the Notification on Acquisition or Disposal, whereby the value is equal to 50% or higher, but lower than 100%. As result, the Company is required to disclose the information memorandum on such transaction to the Stock Exchange of Thailand, and to hold a shareholders’ meeting to consider the approval of the transaction with the vote of no less than three fourth of the votes of all shareholders who are present at the meeting and who are entitled to vote.

2.4 Total value of consideration and other conditions

The Company will invest in shares of Nirvana for total 4,481,717 shares (par value of 100 baht). Based on total value of consideration, total value is Baht 2,090,592,930 with average share price at Baht 466.47 per share.


33

2.4.1 Summary of the Share Purchase and Share Subscription Agreement

Parties 1. Singha Estate Public Company Limited (the “Purchaser”) 2. The Sellers, consisting of;

Good Prosper Holdings Limited

Compile House Co., Ltd

3 .The Warrantors, consisting of; Mr. Sornsak Somwattana

Mr. Anuchat Angsumethangkoon

Mrs. Wattana Somwattana

Sale and Purchase of the Sale Shares

The Sellers shall sell its shares in the total amount of 3,649,993 shares in Nirvana, and the Purchaser shall purchase such amount of shares from the Seller.

Issuance of additional ordinary shares to be offered as a consideration

The Purchaser shall increase its registered capital by issuing additional ordinary shares in amount of 186,509,792 shares which will be offered to the Seller as a consideration of purchase.

The Sellers agrees to pay any taxes and fees in relation to the transfer of shares in Nirvana to the Purchaser, and the Purchaser agrees to pay any taxes and fees in relation to the issuance and allotment of its additional ordinary shares to the Seller

Event of Default Each of the following events shall be an event of default o Non-performance of the obligations o Misrepresentations o Receivership of any party prior to the closing date o Legislative or governmental action which would (a) ) prohibit the

consummation of the transactions or (b) prohibit the acquisition of the shares by the Purchaser or the sale of the shares by the Seller

o Default under the Share Purchase and Share Subscription Agreement or the Shareholders’ Agreement

Termination Each party may terminate this agreement by giving written notice to the other party upon the occurrence of the following events

o Any material breach or default by the other party o Legislative or governmental action which would (a) ) prohibit the

consummation of the transactions or (b) prohibit the acquisition of the shares by the Purchaser or the sale of the shares by the Seller

o Receivership of any party prior to the closing date


34

2.4.2 Summary of the Shareholders’ Agreement

Parties 1. Singha Estate Public Company Limited

2. Existing shareholders of Nirvana

Board of

Directors

The Board of Directors of Nirvana shall consist of 7 directors with 4 Directors nominated and appointed by the Company (including the Chairman of the Board of Directors) and 3 directors nominated and appointed by the Existing shareholders of Nirvana

In case of change in shareholding proportion, a right to nominate and appoint a director by each party shall be adjusted accordingly

Management Key management employees of Nirvana shall continue to serve as Nirvana’s management employees for at least 3 years

The Company shall be able to nominate and appoint personnel to serve as Nirvana’s management employees including (1) Chief Financial Officer (CFO), (2) the head of procurement department, and (3) the head of human resources department

Capital

Increase

The shareholders shall cause Nirvana to increase the registered share capital of Nirvana from Baht 715.7 million to Baht 878.8 million by allotting 8,787,681 new ordinary shares at a price of Baht 383.24 per share

After the aforementioned capital increase, the parties agree that future capital increase shall happen only event that the funding is required for investment which would cause the interest bearing debt to equity ratio greater than 2.0x

Future capital increase shall be in accordance with then current shareholding proportion

Transfer of

shares

Prior to the third anniversary, the Parties shall not be permitted to sell or transfer its shares in Nirvana without the consent of the other party. However, the existing shareholders may sell and transfer its shares in Nirvana provided that its shareholding is not less than 40 per cent of the total issued shares in Nirvana

In the event that the party wishes to sell and transfer its shares in Nirvana, such party shall offer Right of First Refusal to the other party

In event that the Company proposes to sell all of its shares to a third party, the Investor is entitled to require any of existing shareholders to transfer all of their shares for the same consideration per share as the Company would sell to such third party (Drag-Along Right)

In event that the Company proposes to sell all of its shares to a third party, the


35

existing shareholders are entitled to participate in the sale of all of their shares for the same consideration per share as the Company would sell to such third party (Tag-Along Right)

Without any prejudice to the aforementioned clause, the existing shareholders may

sell and transfer its shares in Nirvana provided that its shareholding is not less

than 40 per cent of the total issued shares in Nirvana.

Dead lock

Event

In the event that the parties fail to resolve the Deadlock Event and to resolve such event within 6 months, both parties are entitled to make an offer to purchase the shares of the other party

In case both parties make an offer to purchase the shares of the other Party, the party offering the highest price per share shall have the right to purchase the shares of the other party

If there is only a party makes an offer to purchase the shares from the other party, the other party shall sell all of its shares to the offering party at the offered price per share or offer to purchase the shares owned by the other party at the same offered price per share

Event of

Default

Each of the following events shall be an event of default o Any party commits a material breach of the agreement and fails to

remedy such material breach within a period of 30 days o Any party becomes insolvent, bankrupt, a party, or entered in to debt

restructuring o Control over any shareholder is acquired by a third party, who is not

a related person to such shareholder without obtaining the written consent of the other Shareholder

o Event of Default under Shareholders’ Agreement or Share Purchase and Share Subscription Agreement occurs

Termination The parties shall have the right to terminate the agreement by giving written notice to the defaulting party

The parties shall be entitled to terminate the agreement upon the mutual written agreement of the parties

The agreement shall be terminated in the event that Nirvana is insolvent, bankrupt, or winding up its operation.

Upon the exercise of right by the party to purchase additional shares in Nirvana in accordance with Dead lock Event or other conditions as specified in the


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agreement which would cause the other party’s shareholding in Nirvana less than 25 per cent of the total issued shares.

2.5 Investment Policy after acquisition After the company has invested in Nirvana by holding 51 percent of the total share capital. The Company's

policy on Nirvana is to continue its property development focusing on single house concept at present. The Company will involve more on management for increasing effectiveness, as well as provide support in terms of the sources of funds available to finance costs reasonable, and adequate expansion in the future.

As result, the Company will pay the price for Nirvana shares toward the current shareholders who sell them to the Company with assets other than cash (payment in kind), including the newly issued ordinary shares of the Company. Therefore, to acquire the shares from current shareholders of Nirvana will not affect the adequacy of working capital of the Company. For the subscription of new Nirvana shares worth Baht 318.75 million, the Company will use the funding sources of cash and / or loans from commercial banks, which is adequate to support the transaction. After the acquisition of Nirvana with 51 percent shareholding, the consolidate financial statement would result in higher ratio of debt to equity (D / E Ratio) due to increased the liability of Nirvana. However, the Company has a recapitalization plan offered to current shareholders in proportion to their shareholding (Rights Offering) of 816,476,754 shares at the offering rate at Baht 3 per share, totaling Baht 2,449.43 million. The capital increase will present to the Annual General Meeting of Shareholders for the year 2015. When the recapitalization plan is completed, the debt to equity ratio (D / E Ratio) of the Company will decrease significantly.


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Part 3: General Information – Nirvana Development Company Limited

3.1 General Information

Name : Nirvana Development Co., Ltd Registered Date : February 1, 2005 Registered Number : 0105548015663 Previous Registerd Number : 0108254801273 Business : Property Development on Single houses, Commercial buildings,

and Townhouses for sales and rent Head Office Location : 3 4 3 / 3 5 1 Prasoet Manukit Rd. Nuanchan/Buengkum Bangkok,

10230 Registered Capital : Baht 715,684,900 at Baht 100 per share Paid-up Capital : Baht 715,684,900 at Baht 100 per share

3.2 Corporate History

Nirvana Development Company Limited ("Nirvana") was founded in 2005 with a registered capital of Baht 5 million. The company was established by the significant gathering of capable and skillful personnel including engineer, architect, marketing planner, and experts in immovable property aiming to create and develop residence projects. Based on current business, Nirvana group has total five affiliates to manage the business under the unique concept and view that "home is where you will live for long. We thought about all the view to satisfy the demand. With a variety of home styles that are unique and perfect for those looking for modern architecture, the value of Nirvana home is truly worth”.


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3.3 Shareholders’ Structure

As of September 30, 2014, Nirvana has registered capital of Baht 715,684,900 with a par value of Baht 100 per share under ten major shareholders as follows:

Shareholder List Number of Share

(Shares) Ownership (%)

1. Good Prosper Holdings Limited 3,500,000 48.90% 2. Ms Wattana Somwattana 1,471,393 20.56% 3. Ad Bliss Company Limited 644,117 9.00% 4. Mr. Anuchat Angsumethangkoon 378,308 5.29% 5. Mr. Thanisorn Kusuwan 284,931 3.98% 6. Compile House Company Limited 149,993 2.10% 7. Mr. Sornsak Somwattana 133,993 1.87% 8. Others 594,114 8.30%

Total 7,156,849 100.00% After SINGHA acquired Nirvana shares, the shareholders’ structure will be changed as follows:

Shareholder List Share Detail

Number of Shares (Share)

Ownership (%)

1.Singha Estate Public Company Limited 3,649,993 51.00%

2. Ms Wattana Somwattana 1,471,393 20.56%

3. Ad Bliss Company Limited 644,117 9.00%

4.Mr.Anuchat Angsumethangkoon 378,308 5.29%

5. Mr. Thanisorn Kusuwan 284,931 3.98%

6. Mr. Sornsak Somwattana 133,993 1.87%

7. Others 594,114 8.30%

Total 7,156,849 100.00% Nirvana plans to have the capital increase to be offered to current shareholders in the near future. Therefoer,

Singha is entitled to subscribe for new shares up to 8 3 1 ,7 2 4 shares and resulted of total 4 ,4 8 1 ,7 1 7 shares after


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purchases. It will maintain Singha position as the major shareholder on Nirvana shares representing not less than 51 percent of the share capital.

3.4 The Board of Directors

As of September 30, 2014, Nirvana has three board of directors as follows:

Name Position 1. Mr.Anuchat Angsumethangkoon Director 2. Mr. Sornsak Somwattana Director 3. Mr. Weerapol Piratvet Director

Authorized directors to act on behalf of Nirvana consist of either Mr.Anuchat Angsumethangkoon or Mr. Sornsak Somwattana. The signature and company seal are required.

3.5 Executive Profile 1. Mr. Sornsak Somwattana was born in February 22, 1974

Education Background - Bachelor’s Degree of Business Administration with Finance major in Thai Chamber of

Commerce - Master Degreee of Science in Finance, University of Colorado at Denver, Colorado, USA

Work Experience started in 1993 - Asian Property Development Public Company Limited

Finance Control Officer - SITCA Security Pcl.: Security Analyst - Bangkok Bank Pcl.: Special Asset Management - Asia Recovery Management Co., Ltd: Investment Banking Manager - Kiatnakin Bank Pcl: Marketing Manager for Real Estate Lending - Nirvana Property Co., Ltd: Managing Director - Nirvana Development Co., Ltd: Chief Executive Officer


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2. Mr.Anuchat Angsumethangkoon was born on February 5, 1961 Education Background

- Bachelor's degree in sociology and anthropology. Thammasat University - Master of Business Administration, Management University

Work Experience - 2002 – 2005 Nirvana Property Co.,Ltd: Chairman - 2003 – Present Subthanarin Co., Ltd.: President - 2005 – Present Nirvana Development Co., Ltd: President - 2006 – Present Nirvana Construction Co., Ltd: President - 2008 – Present Nirvana Rama 9 Co., Ltd: President - 2009 – Present Nirvana U Co., Ltd: President

3. Mr. Ronnachai Trisunun was born on June 27, 1969

Education Background - Bachelor’s Degree in Faculty of Architecture, Chulalongkorn University - Master of Business Administration - University of Colorado at Denver, Denver, Colorado, USA

Work Experience - 1992-1995 CASA Co., Ltd: Architect - 2000-2001 Joint ventures BCKT: Architects coordinator for MRTA Initial System Project

Underground Structures - South Contract - 2001- 2003 Kiatnakin Finance Co., Ltd: Credit Manager for movable assets - 2003 – 2006 Exceeds and XSS Co., Ltd: Creative Director 2006 – 2010 Research and

design center, director of the School of Architecture and Design. Technology - 2010 – Present Nirvana Development Co., Ltd: Vice President

4. Mr. Weerapon Piratvet was born on February 9, 1951

Education Background - Bachelor of Economics, Chulalongkorn University - Master of Business Administration, Sasin Institute University

Work Experience - 2514 – 2517 Chase Manhattan Bangkok: Treasury Manager - 2518 – 2521 WANGLEE Bank: Director of Finance - 2522 – 2523 Krungsri Ayutthaya Bank, Head office: Deputy Director for Foreign Affair


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- 2524 – 2532 Shell Exploration and Production Khorat Prometheus Productions: Director of Finance

- 2533 – 2535 Indonesia H. Su Bank: Treasury Manager - 2536 – 2545 Kiatnakin Bank: Executive Vice President in Finance - 2546 – 2547 Devonshire Kiatnakin Co., Ltd.: Managing Director - 2548 – 2552 Energy Design Concept Co., Ltd: Managing Director - 2553 – Present Nirvana Development Co., Ltd: Vice President

3.6 Business Overview

Nirvana Development Co., Ltd. and its subsidiaries are a property developer focusing on residential properties including single houses, townhouses, and commercial buildings with various amenities. Nirvana presents its strong position for Modern home design that looks different from other projects generally. Target customers will be the executive or business owner who is new with high purchasing power. And house prices will range in price levels 4 -1 8 million baht for each project Nirvana can have a home and living space to choose from a variety of formats, which is available in a ready-to-sell and look to build on land that the customer buys the land from Nirvana. Customers can modify decorative patterns and materials used by the customer. The business activities for Nirvana group can be summarized as follows:

1. Purchase of large plots of land for division into plots for further development and management into residential projects with roads and other public infrastructures before selling to customers.

2. Development of land and building, covering allocation of land area, design, and construction, service, and other relevant services in order to increase the value of the land such as single detached house, townhouse and commercial building.

3. Construction service for customers who purchase lands from the Nirvana by subcontracting to sub-contractors under the supervision of Nirvana.


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At present, there are five investments under NIRVANA toward its subsidiaries. The detail is as follows:

Investments in subsidiaries Business Registered Capital

(Baht) Shareholder (%)

1. Nirvana Construction Company Limited (NC)

Construction contract 140,000,000 99.99%

2. Nirvana RAMA 9 Company Limited (NR)

Property development 150,000,000 99.99%

3. Nirvana U Company Limited (NU)


4. Subthanarin Company Limited (STR)


5. Nirvana River Company Limited (RV)


Total 440,000,000

Nirvana Construction Co., Ltd (NC) was established on February 27, 2006 with a registered capital

of Baht 140 million. The business purpose is to be the main contractor for the construction project for Nirvana group. The current projects under implementation of Nirvana Construction Co., Ltd are Nirvana Beyond 1 (NU), the Intro and Tara (STR), Nirvana Beyond 2 , Nirvana Beyond 3 , Nirvana Beyond 4, Nirvana Beyond. 5, Nirvana Wongwaen (ND), and the Icon / Bylite (NR).

Nirvana Rama 9 Co., Ltd. (NR) was established on February 22 , 2008 with a registered capital of Baht 1 5 0 million. The main business purpose is for a property development projects - Icon / Bylite (NR).

Nirvana U Co., Ltd (NU) was established on September 28, 2009 with a registered capital of Baht 80 million. The main business purpose is for a property development projects on Nirvana Beyond 1, which is close to the project since 2013

Subthanarin Co., Ltd. (STR) was established on March 12, 2001 with a registered capital of Baht 65 million. The company has been operating as a building contractor for commercial and residential buildings including property management for Intro and The Tara project

Nirvana River Co., Ltd (RV) was established on November 15, 2013 with a registered capital of Baht 5 million. The main business is for trade and services in property including the management of real estate, and allocation of land, buildings/condominium buildings for sale, rental and leasing. The company has not yet started operations at present.


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House Model Sample under Nirvana Project


44

House Model Sample under Nirvana Project (Continued)


45

Internal House Structure under Nirvana Project


46

Internal House Structure under Nirvana Project (Continued)


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In conclusion, the projects under Nirvana Development Co., Ltd and its subsidiaries as of September 30, 2014 are consisting of 10 current operating projects, 2 being developed projects, and 4 potential project expected to occur in the future with details below:

No Project Name Status Year

Mortgage Servitude

Unit Project Value (Baht million)


Group A : Present Projects 1 Nirvana @ Work 2 – Kaset – Navamin * Operating 2012 KTB Nil 56 10 748.00 133.57

2 Nirvana Beyond 3 – Kaset – Navamin (Phrase I) Operating 2012 BAY Nil 68 32 1,161.00 546.35

3 Nirvana Beyond 2 – Rama 9 Operating 2011 SCB Nil 62 2 992.00 32.00

4 Nirvana Beyond 5 - Suanluang Operating 2013 SCB Nil 56 55 1,031.00 1,012.59

5 Nirvana Beyond Lite – Rama 9 Operating 2009 KBANK TBANK Nil 156 10 1,288.00 82.56

6

Nirvana Icon Wongwean – Rama 9 Operating 2013 BAY

LH BANK Nil 72

16

572.00

127.11

7

Nirvana Intro Operating 2014 Nil except for Land

deed #6130 (KBANK)

Nil 69 6 307.00 26.70

8 The Tara Operating 2013 LH BANK Nil 54 21 280.00 108.89


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Mortgage Servitude



9 Cover Onnut Operating 2013 CIMB Nil 194 114 530.00 311.44

10 Nirvana Beyond @ Beach, Pattaya -SDH Operating 2013

Nil except for Land deed #31462,

64882, 67332 (LH BANK)

Nil 18 16 340.50 302.67

Nirvana Beyond @ Beach, Pattaya - Condominiums

Under development 98 98 320.50 320.50

Group B : Future Proejcts

11 Nirvana Beyond 3 Kaset-Nawamin Phast 2 - BAY Nil 37 37 785.10 785.10

12 Nirvana Condominiums (Lertlar ) - KBANK

Deed# 18454, 37290 the whole land

under servitude

661 661 1,812.70 1,812.70

13 River Condominium - LH BANK

Deed# 134 Partial land

under servitude

117 117 4,753.6 4,753.6

14 Nirvana Rama 2 - SCB Nil 159 159 2,537.4 2,537.4


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Mortgage Servitude



Group C : Land and Others

15 Land - Nirvana @Work Kaset-Nawamin - BBL n/a n/a

16 Leasehold – (back area Nirvana Beyond 1) - Nil Nil n/a n/a

Remark: * Most Nirvana projects are offering two types of houses, which are Built to order house and Finished house. For Nirvana @Work Kaset-Nawamin and Nirvana Cover Onnut, however, they offers only finished house.


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3.7 Operating Performance 2014 (Jan-Sep) 2014 (Jan-Sep) 2013 %


Revenue

Income from sales of property 566,398,428 56.30% 430,392,418 60.64% 882,579,130 90.67%

Income from contractor service 439,624,899 43.70% 279,307,885 39.36% 90,840,528 9.33%

Total Revenue 1,006,023,327 100.00% 709,700,304 100.00% 973,419,658 100%

Cost

Cost for sales of property -380,854,205 -37.86% -276,813,084 -39.00% -633,912,800 -65.12%

Cost for contractor service -263,050,306 -26.15% -151,623,558 -21.36% -72,649,851 -7.46%

Total Cost -643,904,511 -64.00% -428,436,643 -60.37% -706,562,652 -72.59%

Gross Profit 362,118,816 36.00% 281,263,661 39.63% 266,857,007 27.41%

Selling expenses -68,317,793 -6.79% -59,621,820 -8.40% -95,102,383 -9.77%

Adminstrative expenses -75,614,533 -7.52% -56,668,289 -7.98% -114,462,347 -11.76%

Operation Profit 218,186,490 21.69% 164,973,552 23.25% 57,292,277 5.89%

Other incomes 26,521,137 2.64% 37,111,961 5.23% 33,164,955 3.41%

- Wages and staffing services - 0.00% - 0.00% 11,811,340 1.21%

- Ribbon Retention - 0.00% 18,863,832 2.66% - 0.00%

- Interest 4,251,898 0.42% 4,251,898 0.60% - 0.00%

- Gain on sale of assets 2,669,671 0.27% 4,374,103 0.62% 7,417,749 0.76%

- Reversal of provision for repair 6,619,343 0.66% 1,466,592 0.21% - 0.00%

- Other 12,980,225 1.29% 8,155,537 1.15% 13,935,866 1.43%

Charges -120,000 -0.01% - 120,000 -0.02% - 0.00%

Earning before interests and taxes (EBIT) 244,587,627 24.31% 201,965,513 28.46% 90,457,232 9.29%

Capital Cost -26,922,454 -2.68% -30,271,373 -4.27% -35,552,849 -3.65%

Profit (Loss) before Taxes (EBT) 217,665,173 21.64% 171,694,141 24.19% 54,904,383 5.64%

Corporate Tax -45,488,367 -4.52% -34,846,774 -4.91% -14,052,982 -1.44%

Net Profit (Loss) 172,176,806 17.11% 136,847,366 19.28% 40,851,401 4.20%

Statement of Comprehensive Income %%

Remark: * In 2013, Nirvana has bought a house from current customers before sold them to new customers so the accounting values are recognized as the income from the sale of services


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All financial statement (Company Only) year 2013 is reviewed by Mr. Panya Sriwarirat CPA No. 7191 from

the Audit company named D.I.A International Co., Ltd, while its consolidated and company only financial statement for 3Q2014, reviewed by Mrs. Suwimon Krithakiat CPA No. 2982 from the same company. Both audits has been approved by the Securities and Exchange Commission (SEC). Without audited corporate financial statement for 3Q2013, there is no financial analysis comparing two-year performance of the company and its subsidiairies. For consolidated financial statement as of 3Q2014, the financial performances are as follows:

Revenue

For January - September 2014, Nirvana and its subsidiaries generated total income of Baht 1,006.02 million. It was mainly from the sale of land with buildings, and the land of Nirvana @ Work Kaset - Navamin for Baht 140.64 million, the Nirvana BEYOND Rama 9 for Baht 127.70 million, and the Nirvana Beyond 3 Kaset - Navamin phase 1 for Baht 91.77 million. For revenued on construction services in the period of January to September 2014, they were generated from the home building contraction at Nirvana Beyond 3 Kaset - Navamin Phase 1 for Baht 142.88 million, Nirvana BEYOND Rama 9 for Baht 68.96 million, and the Nirvana Icon Wongwean- Rama 9 for Baht 47.77 million.

Cost

For January - September 2014, total cost for Nirvana and its subsidiaries Baht 643.90 million or 64.00 per cent of the proceeds from the sale of property. It was resulted from cost of property sales and cost of construction service for 59.14 percent and 40.86 percent respectively.

Total operating expenses

For January - September 2014, total expenses for Nirvana and its subsidiaries Baht 170.97 million or 17 percent of total revenue, which resulted from selling operating expenses and administration expenses at 39.95 percent and 44.22 percent respectively.

Net Profit (Loss)

For January - September 2014, Nirvana and its subsidiaries generated a net profit of Baht 172.18 million or 17.11 percent of total revenue.


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Financial Analysis

As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %


Total assets

Current assets

Cash and cash equivalents 26,087,060 0.95% 13,214,129 0.48% 9,103,620 0.35%Trade and other receivables 143,413,235 5.23% 112,636,926 4.13% 150,691,806 5.82%Short-term loans 106,636,634 3.89% 61,940,047 2.27% 106,837,472 4.12%Inventories 1,847,683,088 67.41% 1,561,214,969 57.21% 1,515,329,867 58.49%Land for development 298,498,698 10.89% 298,498,698 10.94% 298,498,698 11.52%Deposits for land 111,000,000 4.05% 111,000,000 4.07% - 0.00%

Value of the work completed but not yet charged. 117,733,059 4.30% 66,501,338 2.44% 2,112,748 0.08%

Total current assets 2,651,051,774 96.72% 2,225,006,106 81.54% 2,082,574,211 80.38%

Non-current assets

Deposits with financial institutions - with commitment. 644,180 0.02% - 0.00% - 0.00%Investments in subsidiaries - 0.00% 439,998,900 16.12% 439,998,900 16.98%Property, plant and equipment 67,585,938 2.47% 56,379,208 2.07% 59,856,475 2.31%Other intangible assets 4,594,172 0.17% 4,594,172 0.17% 5,478,281 0.21%Deferred tax assets 8,443,143 0.31% 2,008,608 0.07% 2,247,175 0.09%Prepaid rent 3,066,667 0.11% - 0.00% - 0.00%

Other assets 5,495,258 0.20% 715,362 0.03% 715,362 0.03%

Total non-current assets 89,829,358 3.28% 503,696,250 18.46% 508,296,193 19.62%

Total assets 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%

(Unit : Baht)

Detail


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As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %


Total liabilities

Total current liabilities

Bank overdrafts and short-term loans from financial institutions. 33,179,370 1.21% 29,890,251 1.10% 21,563,532 0.83%Trade and other payables 215,922,366 7.88% 199,608,610 7.32% 165,569,652 6.39%Of long-term debt due within one year. 386,494,397 14.10% 385,375,886 14.12% 584,635,071 22.57%Short-term loans 367,145,501 13.40% 535,833,589 19.64% 293,028,200 11.31%Tax liabilities 33,562,512 1.22% 29,157,940 1.07% 1,821,688 0.07%Provision for warranties 10,065,552 0.37% 4,462,560 0.16% 6,211,842 0.24%Creditors Retention 33,526,498 1.22% 14,473,924 0.53% 14,565,110 0.56%Deferred income under the construction contract. 30,808,165 1.12% 18,686,096 0.68% 134,913,760 5.21%

Advance purchase contract to sell. 56,099,069 2.05% 51,840,316 1.90% 82,431,701 3.18%

Total current liabilities 1,166,803,430 42.57% 1,269,329,171 46.52% 1,304,740,557 50.36%


Finance lease liabilities 5,721,030 0.21% 4,787,456 0.18% 8,526,189 0.33%Long-term loans 639,027,503 23.31% 579,850,646 21.25% 515,632,063 19.90%

Employee benefit obligations 5,056,969 0.18% 5,056,969 0.19% 4,091,876 0.16%

Total non-current liabilities 649,805,502 23.71% 589,695,071 21.61% 528,250,128 20.39%

Total liabilities 1,816,608,932 66.28% 1,859,024,242 68.13% 1,832,990,685 70.75%

Shareholders' Equity

Shareholders' EquityRegistered capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%Paid-Up capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%

Accumulated profit (loss) Appropriated - statutory reserve 2,392,570 0.09% 2,392,570 0.09% 350,000 0.01%Unappropriated 206,193,623 7.52% 151,600,645 5.56% 41,844,820 1.62%

Non-controlling interests 1,107 0.00% - 0.00% - 0.00%

Total shareholders' equity 924,272,200 33.72% 869,678,115 31.87% 757,879,720 29.25%

Total liabilities and shareholders' equity 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%

Detail


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Total Assets

According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, Nirvana had total assets of Baht 2,590.87 million and Baht 2,728.70 million respectively, which increased by Baht 137.83 million or 5.32 percent. The main changes result on higher value of the work completed but not yet charged, and deposits for land (Rama 2 and Pattaya project), and so on.

As of September 30, 2014, most assets for Nirvana group were inventories and land for development. The major inventory were for the Nirvana @ Work Kaset – Nawamin, the Nirvana Beyond 5 Suanluang Rama. 9, the Nirvana Beyond 3 Kaset - Navamin Phase 1, the Nirvana Cover Onnut, River condominium, the Nirvana Beyond 3 Kaset - Navamin Phase 2. Most of lands for development were the land for future development on River condominium projects valued Baht 281 million, and the rest is land servitude for projects carried out in the present.

As of September 30, 2014, the Company's trade accounts receivable and other receivables valued Baht 143.41 million. consisting of Baht 53.06 million on trade receivables,which were mainly customers down payment arrears to the company, and other receivables of Baht 90.35 million, which relate to debtors for construction contract.

Total liabilities

According to a corporate finanacial balance sheet as of September 30, 2014, Nirvana had total liabilities of Baht 2,590.87 million, which increased by Baht 26.03 million or 1.42 percent. The main changes result on higher short-term loans from Baht 293.03 million to Baht 535.83 million or increased by Baht 242.81 million.

As of September 30, 2014, Nirvana and its subsidiaries had total liabilities for Baht 1,816.61 million. The main liabilities were long-term loans from financial institutions, and short-term loans for Baht 639.02 million and Baht 367.14 million respectively.

According to the notes to the financial statements as of September 30, 2014, Nirvana had outstanding liability that may arise from five financial institutions related guarantee the infrastructure and guarantee portfolio for Baht 16.92 million. The guarantee is secured by the mortgage. land and projects under construction, ownership of the company and its subsidiaries including personal guaranteed by the Board and its subsidiaries.In addition, Nirvana processed to two legal eviction, infringement, and claim from a person and two more corporates on the land encroachment worth Baht 4.72 million. Another legal case is related to claim on the issue of continuous construction projects worth Baht 29.84 million, which the firm has been counterclaimed related to the same case for Baht 1.37 million. At present, all cases are under compromise and witnesses appearance procedure.The Company has not recorded damages that may arise from such cases in their accounts.


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Shareholders’ Equity

According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, total shareholders’ equity were Baht 757.88 million and Baht 869.67 million respectively, which increased from accumulated retained earning by Baht 111.80 million

As of Septerber 30, 2014, Nirvana group has shareholders’ equity at Baht 924.27 million. There was due to higher accumulated retained earning by Baht 206.19 million.


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Part 4: Investment Justification

4.1 Investment Objective

At present Singha Estates Public Company Limited (“S” or “Company”) operates its business on the real estate development and projects, mainly on the large investment of early development, which will require a period of time for generating the revenue. As result, the company applied new investment strategy through merger and acquisition of strong property development company with good business performance and future potential expansion. And Nirvana is the selected opportunity. Nirvana is a property development established in the business since 2005 with professional and expertise management who work in the property industry more than then years, which the firm has high growth opportunity in the industry upon financial support. With Singha Estate strong finanical support and business development plan especially for residential property, the company plans to co-invest in Nirvana with 51 percent of registerd capital for enhance the business competitiveness and increase customers’ satisfaction according to their various requests.

4.2 Advantages and Disadvantages of the transaction Advantages

1) The Company’s investment in Nirvana on 5 1 percent of registered capital is treated as a joint venture with a group of current shareholders. The current shareholder group and executives are still the part of business management. And through mutual interest and benefits, all parties have to cooperate and assist in the management for the best.

2) The Company's investment will strengthen the confidence all related parties toward the business, which includes customers and Business partners especially for the financial supportor. It could ease the soure of funds with lower cost of capital, which enhance the competitive advantage.

3) The Company’s investemnet will expand the property development business under Singha group to cover hotel, condominiums, and single houses.

4) The Company’s investment will result of faster and stronger revenue and Return for the group, which is better than of the scratch development project

5) Acquire high qualified management with experience in the property business for more than ten years would result of more effective management

6) The investment will be as a risk diversification for the group given more property category to serve various group of customers’ demand


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7) The investment payment will be in term of the issued new ordinary share capital of the company toward the sellers of Nirvana shares. The Company has no liability burden to source a cash of Baht 1,772 million. In addition, the issued new ordinary share capital is the prompt procedure without increasing debt to equity ratio in borrowing from financial institutions.

8) Nirvana has many potential developing and future projects with good location and return opportunity for the Company in future

Disadvantages

1) It is potential investment that cost the return over the Company own developed project 2) The holding of 5 1 percent shareholdings may be a barrier to effectively manage because some legal

actions on some important issues, such as the capital increase must be approved by a meeting of shareholders by the affirmative vote of not less than three-forth of the votes at the meeting

3) The issuance of Singha shares to pay in return for the sale of 1 8 6 ,5 0 9 ,7 9 2 Nirvana shares will be affected, causing a decrease in the proportion of shares held (Control Dilution) at 3.81 percent, but no impact on price (Price Dilution) because the public offering price at 9.50 baht per share is the market price (price-weighted average of the Company's shares in the stock market over the past seven days prior to the meeting of the Board of Directors. "February 27, 2014 ", which was 9.5 baht per share)

4.3 Advantages and Disadvantages of no transaction Advantages

1) The Company has no investment liabilities 2) Does not affect the proportion of shares held by current shareholders of the Company from issue new

shares to be paid toward Nirvana share sellers 3) the Company can allocate funds to invest in other projects that may give better returns than investing

over investing toward Nirvana share

Disadvantages 1) Loss of Opportunity to enhance business competitiveness in property industry 2) Loss of Opportunity to invest into high potential growth for business expansion 3) Loss of Opportunity for expansion the business covering all property markets 4) Developing own property project is potentially cause longer time and higher investment 5) Loss of Opportunity for enhance the Company revenue and return promptly 6) Loss of Opportunity for investment with high experience management in property business over ten

years 7) The potential that other similar investments could result of less ownership with higher investment cost


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After considering the investment objectives and advantages/disadvantages, IFA opine that the company

intends to invest in Nirvana is reasonable and has more advantages over disadvantages. Both parties will have mutual benefits for such investment. For Singha Eastate, it can expand its property development on residential real estate to serve more customers’ demand in different markets. The Company also acquire the strong competitive advantage through Nirvana’s past ten-year performance, and the projects under development and future development, which are full of business opportunity for good return.

In addition, the company can recognize faster revenue in investment on Nirvana than of own scratch developing project. It benefits the company to have prompt return on the investment as well.

Documents

Singha Estate Public Company Limited