14012830

ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED
TH97/10561QM TW00/17276EM
IATF 0060636
SGS TH07/1033
65, 68 Soi Chalongkrung 31, Chalongkrung Rod, Lat Krabang, Bangkok 10520, Thailand (Registration No. 0107546000041)
TEL : (66 2) 326-1234, 326-0102, 739-4580 FAX. : (66 2) 326-1020 E-mail : eic@eicsemi.com http. ://www.eicsemi.com
(Translation)
EIC-AD 018/2014
February 28, 2014
Subject:
To:
Notifying the Submission of the Tender Offer for Securities (Form 247-4)
President
The Stock Exchange of Thailand
As a result of the acquisition of shares of Electronics Industry Public Company Limited (Company)
by Thai Prime Co., Ltd. and Mr. Bee Taechaubol resulting an obligation to make a tender offer for all
securities of the Company under the Notification of the Capital Market Supervisory Board No.
ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business
takeovers.
The Company would like to inform that the Company received a copy of the Tender Offer for
Securities (Form 247-4) from Thai Prime Company Limited and Mr. Bee Taechaubol as Tender
Offerors on February 27, 2014. The Company would like to disclose the Tender Offer for Securities
(Form 247-4) as enclosed herewith.
Please be informed accordingly.
Yours sincerely,
(Mr. Thanabodhi Swasdisri)

Director
(Translation)
Tender Offer to Purchase Securities

Of
ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

The Offerors
Thai Prime Company Limited and Mr. Bee Techaubonm
Form March 4, 2014 April 8, 2014

08.30 a.m. 5.00 p.m. (Business Day Only)
Tender Offer Agent
Globlex Securities Company Limited

Tender Offer Preparer
Asset pro management Company Limited
Tender Offer (Form 247-4)
- Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED
Table of Contents
Page
Part 1
Summary of the Tender Offer
Part 2
Information of the Tender Offerors

1. Information of the Tender Offerors
2. Information of the Tender offer Preparer
3. Information of advisors
4. Relationship between the Tender Offerors and the Company,
major shareholders or directors of the Company
5. Other Relevant Information for the Decision Making of the Securities Holders
Part 3
Part 4
Part 5
Information of Electronics Industry Public Company Limited

1. Information of the company
2. Business Plan after the transaction
Additional Information about the Tender Offer
1. Tender Offer Acceptance Procedure
2. Purchase Procedure
3. Settlement and Payment Procedures
4. Right of securities holders who have expressed their intention to tender their
securities
5. Conditions for cancellation of the intention to tender shares
6. Determination of the Offer Price
7. Acquisition of securities prior to the Tender Offer
1
8
10
10
11
17
20
24
54
59
59
60
61
64
64
Certification of Information
Appendix
1. Verification of the Fund Used in the Tender Offer
2. Confirmation Letters on Non Sale of Securities during the Tender Offer
3. Financial statements for the year ended December 31, 2010 - 2011 of Thai Prime Company
Limited
- Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED
4. Tender Offer Acceptance Procedure and Forms

4(1) Tender Offer Acceptance Procedure
4(2) Tender Offer Acceptance Form
4(3) Confirmation of Securities Cost Form
4(4) Power of Attorney for Tender offer Acceptance
5. Tender Offer Acceptance Procedure and Forms for NVDRs
5(1) Tender Offer Acceptance Procedure for NVDRs
5(2) Tender Offer Acceptance Form for NVDRs
5(3) Confirmation of Securities Cost Form for NVDRs
5(4) Power of Attorney for NVDRs
6. Tender Offer Cancellation Procedure and Forms
6(1) Tender Offer Cancellation Procedure
6(2) Tender Offer Cancellation Procedure and Form
6(3) Power of Attorney for Cancellation of the Tender Offer Acceptance
7. Request Form for Rectifying Items in the Securities Holder Record
-Translation-
Electronics Industry Public Company Limited
-TranslationThis English translation has been prepared solely for the convenience of foreign shareholders of Electronics
Industry Public Company Limited. The Thai language version is the definitive and official document to this
Tender Offer and shall prevail in all respects in the event of any inconsistency with this English translation.
The Tender Offer of
Dear
Shareholders of Electronics Industry Public Company Limited
We would like to purchase securities of Electronics Industry Public Company Limited ( EIC or the
Company) as follows:
Part 1
Summary of the Tender offer
1.
Submission date of the Tender Offer
February 27, 2014
2.
Name of the Tender Offer

Thai Prime Company Limited and Mr. Bee Taechaubol (Tender Offerors) by Mr. Bee Taechaubol
who holds more than 30% of shares of all the voting rights of Thai Prime Company Limited, holding 99,999
shares or equals to 49.99% of all the voting rights of Thai Prime Company Limited whose classified as the
person according to Defined by Section 258 individuals.
Thai Prime Co., Ltd.. appointed Mr. Bee Taechaubol to be its representative for this tender offer.
3.
4.
Name of the Tender Offer Preparer

Asset Pro Management Co., Ltd. (Tender Offer Preparer)
Objective of the Tender Offer
On November 28, 2013, Thai Prime Company Limited (TP) entered into Share Purchase
Agreement with Mr. Withaya Chakphet as a shareholder and representative of the other 3 shareholders
of the Company to buy 267,809,600 shares (two hundred and sixty-seven million eight hundred and nine
thousand six hundred shares) equivalent to 66.95% of total issued shares With a condition precedent
that on November 29, 2013 or other dates as the parties agree, the total price of Baht 334,762,000
(Three Hundred and Thirty-four Million Seven Hundred Sixty-two Thousand Baht) or a share price of 1.25
Page 1 of 66
-Translation-
Baht (One Baht Twenty-Five Satang per share) and TP can determine any person to purchase shares by
way of the Big Lot transaction.
On 29 November 2013 and 2 December 2013, TP, Mr. Bee Taechaubol and other 6
individuals; 1) Mr. Sawaeng Sirijuntharopas 2) Ms. Phannee Akkaraj 3) Ms. Uthumporn Junkabutr 4) Mr.
Suthep Sirijantharopas 5) Quam Securities Limited 6) Siam Knight Fund Management Securities Co.,
Ltd. made the Big Lot transaction by purchasing the Companys shares as agreed at a price of 1.25
Baht per share. (One Baht Twenty-Five Satang per share). The details of the buyers and the number of
shares of each buyer are as follows:
After transaction
After transaction
29 November 2013
2 December 2013
Number of % compared Number of share % compared
No.
Name
share
to total voting
to total voting
rights of the
rights of the
company
company
The Tender Offerors
(1) Thai Prime Co., Ltd.
53,200,000
13.30
173,409,600
43.35
(2) 2Mr. Bee Taechaubol
32,000,000
8.00
32,000,000
8.00
Total
85,200,000
21.30
205,409,600
51.35
Other persons
(3) 3Mr. Sawaeng Sirijuntharopas
14,800,000
3.70
14,800,000
3.70
(4) 4Ms. Phannee Akkaraj
11,900,000
2.98
11,900,000
2.98
(5) 5Ms. Uthumporn Junkabutr
5,482,600
1.37
7,900,000
1.98
(6) 6Mr. Suthep Sirijantharopas
7,800,000
1.95
(7) 7Quam Securities Limited
8,000,000
2.00
8,000,000
2.00
(8) 8Siam Knight Fund
12,000,000
3.00
Management
Securities Co., Ltd.
Total all
125,382,60
31.35
267,809,600
66.95
0
Note: Individuals specified by TP respectively at Nos. 3-8 do not have relationship, whether directly
or indirectly, to the Tender Offerers, only that the Tender Offerers had invited them to purchase the
Company's shares at the same time, where the Tender Offerers cannot force or intend for the other
individuals at Nos. 3-8 to use their voting rights in the same direction as them, or to control their voting
rights or controls the business with them.
Page 2 of 66
-Translation-
On 29 November 2013, TP and Mr. Bee Taechaubol purchased the Company's shares
amounted to 85,200,000 shares, equivalent to 21.30% of total issued shares of the Company, and on
December 2, 2013, the Tender Offerers, mainly TP and Mr. Bee Taechaubol made additional
purchase of the Company's shares, resulting in them holding of 205,409,600 shares, equivalent to
51.35% of the total issued shares of the Company, therefore, the Tender Offerors are required to
conduct a mandatory tender offer pursuant to the Notification of the Capital Market Supervisory
Board No. Thor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities
for Business Takeovers (Notification of the Capital Market Supervisory Board No. Thor Jor.
12/2554).
On 13 December 2013, TP had transferred companys shares to Mr. Bee Taechaubol
31,409,600 shares made the TP holding of 142,000,000 shares equals to 35.50% of the total issued
shares of the Company and Mr.Bee Taechaubol holding of 63,409,600 shares equals to 15.85% of
the total issued shares of the Company, total of holding by TP and Mr. Bee Taechaubol amounted to
205,409,600 shares, equivalent to 51.35% of total issued shares of the company
On 18 December 2013, Mr. Bee Taechaubol purchased the Company's shares amounted to
1,017,500 shares at a price of 3.50 Baht per share which is a specific approach as opposed to the
one specified in the Tender Offer Document whereas the tender price and current tender price is
greater than the previous one. As such, the Tender Offerers were informed by SEC to make
amendment in accordance with related regulation. However the amendment of the tender offer could
not be achieved before the determined date on 27 January 2014; and according to section 255 of
The Securities and Exchange Act of 1992 (amendment), it is stated that a person who has ever
proposed tender offer, whether successfully or not, is obliged not to make any subsequent tender
offer within one year except any other case allowed by SEC. As a result Mr. Bee Taechaubol has sent
a proposal, requesting an approval from SEC to make a tender offer before 1 year with a tender price
of 3.50 baht per share, and eventually on 24 February 2014, SEC has informed a resolution to allow
the above-mentioned request to make the second tender offer in the same year.
Moreover, on 17 February 2014, TP has transferred 120,000,000 of its shared to Mr. Bee
Taechaubol, leading to TPs holding of 22,000,000 shares or 5.5% of total issued shares while Mr.
Bee Taechaubol become a holder of 183,409,600 shares or 45.85% of total issued shares with this
shareholding proportion, the Tender Offerors are obliged to propose a tender offer for the entire
securities of the Company, according to the Notification of the capital market supervisory board at
Tor Jor 12/2011; thus, total amount of shares hold by Mr. Bee Taechaubol and TP become
205,409,600 shares or 51.35% of paid-up shares.
Thus, total amount of shares hold by Mr. Bee Taechaubol and TP become 205,409,600
shares or 51.35% of total issued and sold shares. Therefore, the Tender Offerors are required to
Page 3 of 66
-Translation-
conduct a mandatory tender offer pursuant to the Notification of the Capital Market Supervisory
Board No. Thor Jor. 12/2554.
Within 12 months period from the end of the tender offer period. The Tender Offerors intend
o hold the company's shares not less than 102,704,800 shares or not less than 25.68% of paid-up
capital (where the shares of paid-up capital equals to 400,000,000 shares) and they do not have
plans to change the core business of the company but plans to expand the new product lines for
example, LED type Diodes or expanding the business to electronic business and electronic-related
business, as well as efficient software with high rate of return, for example, investing in business
related to express way automatic toll collection system (Easy Pass), Prepaid Card System of traveling
system, Royalty Program related to retails and traveling business, Parking Revenue Collection
System, Accounting system of Central Clearing House, automatic Fare Collection system and etc.
The Company is considering choices to expand the business by cooperating and/or invest in Smart
Traffic Co., Ltd.
5.
Type and Class of Securities Offered to Purchase

The Company has only one type of securities namely, the ordinary shares. As of the date of this
Tender Offer Document, the Company has 400,000,000 issued and paid-up ordinary shares. The Tender
Offerors currently hold 205,409,600 ordinary shares of the Company or 51.35% of total issued and sold
shares of the Company, equivalent to 205,409,600 voting rights or 51.35% of total voting rights of the
Company.
However, 17 shareholders who collectively hold 96,185,700 shares of the Company or 24.05% of the
Companys issued and sold shares have shown their intentions not to sell their shares in this Tender Offer by
signing in 17 Confirmation Letters stating that they will not sell their shares in this Tender Offer as per the
Attachment No. 2. The details of these shareholders and their shares are as follows:
% Of total paid% of voting rights
Name
No. of Shares up shares of the
of the Company
Company
(1) Siam Knight Fund Management
1,380,000
0.35
0.35
Securities Co., Ltd.
(2) Mr. Tweesak Viraprasert
8,000,000
2.00
2.00
(3) Mr. Athisak Wongtrakul
480,000
0.12
0.12
(4) Mrs. Maneewan Chang
6,623,600
1.66
1.66
(5) Mrs. Sirirad Chotchawroj
1,091,200
0.27
0.27
(6) Mr. Sukij Chotchawroj
100,000
0.03
0.03
(7) Mrs. Louise Diskul Na Ayudhya
1,017,500
0.25
0.25
(8) Mr. Vinyoo Sumethaugsorn
2,720,500
0.68
0.68
Page 4 of 66
-Translation-
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
Mr. Chang Chien-Chaun

1,500,000
0.38
0.38
Mrs. Wiphawee Thanomjaturong
8,788,300
2.20
2.20
Mrs. Phenchan Yongvongphaiboon
11,730,100
2.93
2.93
Miss Areewan Boonkerd
2,935,000
0.73
0.73
Mr. Pradej Kitti-itsaranon
7,419,500
1.85
1.85
Mr. Sawaeng Sirijantharophat
14,800,000
3.70
3.70
Ms. Pannee Akarach
7,800,000
1.95
1.95
Ms. Utumporn Chulkaboot
11,900,000
2.98
2.98
Mr. Suthep Sirichantaropas
7,900,000
1.98
1.98
Total
96,185,700
24.05
24.05
Therefore, the remaining ordinary shares (excluding 96,185,700 shares held by the shareholders
who shown their intentions not to sell their shares in this Tender Offer) are 194,590,400 shares or 48.65% of
total issued and paid-up shares of the Company and equal to 194,590,400 voting rights or 48.65% of total
voting rights of the Company.
6.
Offering Price
The Offering Price is Baht 3.50 (Three Baht and Fifty Satang) per share (Offering Price). The
shareholders tendering their shares (Offerees) will be subjected to a securities brokerage fee of 0.25% of
the Offering Price and Value Added Tax (VAT) at the rate of 7% on the sale of shares (Thus, the net proceeds
to the Offeree is Baht 3.4906375 (Three point four nine zero six three seven five Baht) per share. Such
Offering Price is:
( ) Final offer which may not be changed (unless falling within the conditions stated in Part
1, Clause 8.).
( ) Non-final offer and may be changed by the Tender Offerors.
7.
Tender Offer Period

The tender offer period will be a total of 25 business days from March 4, 2014 to April 8, 2014 during
the hours of 8.30 a.m. to 5.00 p.m. This tender offer period is:
( ) the final period, which will not be extended (Final Period) (unless there are conditions as
Clause 8.).
( ) not the final period and the Offerors may extend the tender offer period.
8.
Conditions for Changes in the Tender Offer

( ) no conditions
( ) conditions of change in the Tender Offer are as follows:
Page 5 of 66
-Translation-
( ) the Tender Offerors may reduce the Offering Price and/or extend the tender offer
period if any event or action having a material adverse effect on the Companys status or
assets occurs during the tender offer period.
( ) the Tender Offerors may change the offer and/or extend the tender offer period to
complete with another person if that person has submitted a Tender Offer for securities of
the Company during the tender offer period.
9.
Conditions for Change of the Tender Offer

The Tender Offerors may cancel the Tender Offer upon the occurrence of one or more of the
following events:
1) any event or action occurring after the submission of the Tender Offer to the Securities
and Exchange Commission (SEC) during the tender offer period, which have or shall have a
material adverse effect on the Companys status or assets of the Company. Where such events or
actions are not the results from the acts of the Tender Offerors or any acts for which the Tender
Offerors are responsible, or
2) Any action after the submission of the Tender Offer to the SEC but before the end of the
tender offer period, which causes a material decrease in the value of the Companys shares
10.
Tender Offer period that the Offerees can revoke their acceptance of tender offer
The Offerees can revoke their acceptance of Tender Offer from March 4, 2014 to March 31, 2014,
collectively 20 business days, during the hours of 8.30 a.m. to 5.00 p.m. on every business day.
11.
Allocation of shares in case the tendered securities is more or less than the offered securities (in
case of partial tender offer pursuant to Chapter 5 of the Notification of the Capital Market Supervisory Board
No. Thor Jor. 12/2554)
- Not applicable in this case
12.
Source of Funds for the Tender Offer

Globlex Securities Co.,Ltd. granted the Tender Offerors a financial support for this Tender Offer in the
amount of Baht 628,000,000 as shown in Appendix 1.
Considering the fact that 17 shareholders intended not to sell their shares held by them in the amount
of 96,185,700 shares, the total share outstanding for this Tender Offer will be 98,404,700 shares, equivalent to
the fund for Tender Offer of Baht 344,416,450. If said 17 shareholders offer all shares held by them in the
amount of 96,185,700 shares, the total outstanding shares for this Tender Offer will be 194,590,400 shares at
Baht 3.50 per share, totaling the required fund for the Tender Offer of Baht 681,066,400. When considering
Page 6 of 66
-Translation-
the financial sponsoring granted by Globlex Securities Co., Ltd. in the amount of Baht 682,000,000, the
Tender Offerors have sufficient source of funds for this Tender Offer.
13.
Name of Tender Offer Agent

Name
Address for collection
and submission of tender
offer acceptance form
Telephone
Fax
:
:
Globlex Securities Co., Ltd.

87/2 CRC Tower, All Seasons Place, 12th floor, Wireless
Road, Pathumwan, Bangkok 10330
:
:
02-672-5999 ext 2521, 2525

02-672-5929
Page 7 of 66
-Translation-
Part 2
1.
1.1

Mr. Bee Taechaubol
Career
Businessman and Investor
Address
87/2 CRC Tower, All Seasons Place, 45th floor, Wireless Road, Pathumwan,
Bangkok 10330
Telephone
02-264-2882
Fax
02-654-2881
ID Card
3 1009 00123 00 5
Education
- Bachelor of Civil Engineering (Structural Engineering and Construction
Management), University of New South Wales, Sydney, Australia
- MBA (Finance and Marketing), Sasin Graduate Institute of Chulalongkorn
University
- Training courses of Directors (Director Accreditation Program)
Work Experiences
2007 - Current Managing Director of Thai Prime Company Limited.
(Previously this company was registered as Country Group Capital
Company Limited. Then it changed its name to Emerald Resources
Company Limited on January 13, 2011. The last change on the companys
name as Thai Prime Company Limited was on May 28, 2013).
2009 - 2011 Chief Executive Officer, Country Group Securities Public
Company Limited (Thailand).
2008 - 2009 Vice President, Country Group Securities Public Company
Limited (Thailand).
2007 - 2008 Director, Country Group Securities Public Company Limited
(Thailand).
2005 - 2006 Director General, International Engineering Public Company
Limited.
2000 - 2007 President, Global Estates Limited.
Records of Criminal
-NonePending Litigations
-None-
Page 8 of 66

1.2
-Translation-
Thai Prime Company Limited

(1)
The nature of business / Career
To invest in companies both listed in and non-listed in the Stock Exchange of Thailand
where currently Thai Prime Company Limited holds shares of K-TECH CONSTRUCTION Public
Company Limited of 22,344,145 shares, equals to 2.76% of issued shares (K-TECH
CONSTRUCTION Public Company Limited has registered and paid-up capital of 809,934,464 baht)
(2)
Address
87/2 CRC Tower, All Seasons Place, 45th floor, Wireless Road, Pathumwan, Bangkok 10330
(3)
Registered and paid up capital
THB 2,000,000 into 200,000 ordinary shares at par value of Baht 10 per share.
(4)
Top 10 shareholders of which are the latest data as of January 7, 2014
% Of total paid-up
% of voting rights
Name
No. of Shares
shares of
of the company
the Company
1. Mr. Bee Taechaubol
99,999
49.9995
49.9995
2. Mr. Ayupun Karnasuta
99,999
49.9995
49.9995
3. Ms. Thanapond Suntharekanon
2
0.0010
0.0010
Total
200,000
100.00
100.00
Note: On January 7, 2014, Mr. Bee Taechaubol, Mr. Ayupun Karnasuta and Ms. Thanapond
Suntharekanon had purchased ordinary shares of Thai Prime Company Limited from Thai Prime Limited
of 48,999 shares, 48,999 shares and 2 shares respectively.
(5)
List of Board of Directors as of December 13, 2013

Name
Position
Managing director
2. Ms. Thanapond Suntharekanon
Director
(6)
Summary Financial Status and Operating Performance of the company of the Tender
Offerors
Summary table of the Companys financial statements for the year ended December 31,
2010 2011.
Details on the financial statements are shown in Attachment 3.
(Unit: Baht million)
2010
2011
2012
Total Assets
1.18
1.13
1.58
Total Liabilities
1.34
5.57
10.63
Page 9 of 66
-Translation-

2010
2011
2012
Shareholders Equity
(0.16)
(4.44)
Registered Capital
1.00
2.00
Total Revenues
0.00
0.00
Total Expenses
1.16
5.29
Net Profit (loss)
(1.16)
(5.28)
Net Profit (loss) per Share (Baht)
(11.59)
(326.42)
Dividend per Share (Baht)
Book Value per Share (Baht)
(1.59)
(22.22)
Source: Thai Prime Co., Ltd.s financial statements for the year ended December 31, 2010 - 2011.
Previously this company was registered as Country Group Capital Company Limited. Then it changed its
name to Emerald Resources Company Limited on January 13, 2011. The last change on the companys
name as Thai Prime Company Limited was on May 28, 2013.
(7)
Material Contingent Liabilities
-None(8)
Records of Criminal Actions
-None(9)
Pending Litigations
-None2.
3.
(9.05)
2.00
0.00
4.62
(4.61)
(23.05)
(45.27)
Information of the Tender offer Preparer

Name
Address
:
:
Telephone
Fax
:
:
Asset Pro Management Company Limited

999/9, The Offices at Central World, 10th Fl., Unit 1011-1012, Rama I
Road, Pathumwan, Bangkok 10330
02-264-5678
02-264-5679
Information of advisors
Advisor for seller
Name
: Dherakupt International Law Office Ltd.
Address
: 900, 12th Floor, Tonson Tower, Ploenchit Road, Lumpini, Pathumwan,
Bangkok
Telephone
: 02-252-1588
Fax
: 02-257-0440
Page 10 of 66

Advisor for buyer
Name
Address
Telephone
Fax
-Translation-
:
:
:
:
Legal Outsource Company Limited

927/200 Soi Ladprao 87, Ladprao Road, Klong Chan, Bangkapi, Bangkok
02-932-1496
02-932-1496
4. Relationship between the Tender Offerors and the Company, major shareholders or directors of the
Company
4.1 Summary of the material information of any contracts/ agreements/ memorandum of
understanding, entered into by the Tender Offerors prior to making the Tender Offer for the purpose of trading
significant amount securities of the Business
4.1.1 The Share Purchase Agreement
(1)
The contract / agreement / memorandum of understanding made between Thai Prime
Company Limited and Mr. Withaya Chakphet as a shareholder and representatives of shareholders EIC. Thai
Prime Company Limited, Mr. Bee Taechaubol and other buyer 6 persons, ("Buyers") 1) Mr. Sawaeng
Sirijuntharopas 2) Ms. Phannee Akkaraj 3) Ms. Utumporn Junkabutr 4) Mr. Suthep Sirijantaropas 5) Quam
Securities Limited 6) Siam Knight Fund Management Securities Co., Ltd. ("Buyers") purchased common
shares of EIC in the Big Lot in the total amount of 267,809,600 Shares, equivalent to 66.95 of total issued and
paid up shares at a price of Baht 1.25 per share, or a total value of Baht 334.762 Million from Mr. Withaya
Chakphet and other 3 sellers : 1) Mr. Sarawuth Jinwuthi 2) Mr. Sagna Wanasinchai 3) Mr. Waraporn Chakphet
("Sellers"), on 29th November 2013 or within another, the parties may agree.
(2)
(3)
Date of the contract/agreement/memorandum of understanding: 28th November 2013

Relevant Securities
Percentage in
comparison
Percentage in
Number of
with the total
comparison
Class of securities
Issue
securities
number of
with the total voting
shares/units
outstanding
right
securities if
of the business
such class/issue
Common shares
267,809,600
66.95
66.95
Total
66.95
66.95
(4)
Name of advisor in entering into the contract/agreement/memorandum of understanding (if
any):
Page 11 of 66
-Translation-
Seller: Dherakupt International Law Office Ltd.

Buyer: Legal Outsource Company Limited
(5)
Conditions and effective term of the contract/agreement/memorandum of understanding and
the responsibilities of the contractual parties:
Major condition precedents under the Share Purchase Agreement include the followings;
5.1) The Buyers will purchase common shares of EIC in the amount of 267,809,600 shares via
the big lot transaction at Baht 1.25 per share with total value of Baht 333,267,000 on 29 November 2013 or
within the time period to which both parties agree upon.
5.2)
The Buyers and the Sellers will procure to hold the meetings of the Board of Directors of EIC
for them to acknowledge and approve following issues:
(a)
Acknowledging the resignation of the 3 directors and appointing new ones
in their places;
The Company has already implemented. Resolutions of Board of Directors Meeting
No. 7/2556 held on 2nd December 2013.
The meeting acknowledged the resignations of (1) Mr. Sarawuth Jinwuth, (2) Mr. Sa
Nga Wanasinchai, and (3) Mr. Porameth Chantanakomes from directorship. The resignation
letters were received at the Company on 2nd December 2013.
(1)
Mr. Patiparn Karnjanaviroje, in replacement of Mr. Sarawuth Jinwuth;
(2)
Mr. Thanabodhi Swasdisri, in replacement of Mr. Sa-gan Wanasinchai; and
(3)
Mrs. Krishna Jitpatima, in replacement of Mr. Porameth Chantanakomes.
The new directors shall remain on their positions only on the remaining terms of the
directors resigned from their directorship.
(b)
Appointing Chairman of the Board of Director;
The Company has already implemented. According to the resolution of Board of
Directors Meeting No. 7/2556 held on 2nd December 2013, the Meeting approved the
appointment of Mr. Patiparn Karnjanaviroje as the Chairman of the Board of Directors,
effective on 2nd December 2013.
(c)
Considering and approving the change of authorized directors according
to the change in positions of directors;
The Company has already implemented. According to the resolution of Board of
Directors Meeting No. 7/2556 held on 2nd December 2013, the meeting approved the
amendment of the authority of the directors of the Company to be as follows:
Mr. Withaya Chakphet, Mrs. Tippawan Chakphet, Mr. Patiparn Karnjanaviroje, Mr.
Thanabodhi Swasdisri, two of these Authorized Directors jointly sign together with the
Companys seal affixed.
Page 12 of 66
-Translation-
(d)
Considering and approving the change in power of attorney for
disbursement from EICs bank accounts;
The Company has already implemented.
(e)
Considering and approving the incorporation of subsidiary of EIC in order
to accept the transfer of production and distribution of electronic parts business
(Business) from EIC;
The Company has already implemented. According to the resolutions of Board of
Directors Meeting No. 7/2556 held on 2nd December 2013, the meeting approved the
incorporation of the new subsidiary. The Company already incorporate said subsidiary as
summarized details in the table below.
Company Name
: EIC Semiconductor Co., Ltd. (Subsidiary)
Incorporation Date
: 4th December 2013
Incorporate No.
: 0105556191882
Directors
: 3 persons : (1) Mr. Withaya Chakphet (2) Mrs. Tippawan
Chakphet and (3) Mr. Luca Giacomo Pietro Roveda
Authorized Director
: Either Mr. Withaya Chakphet or Mrs. Tippawan Chakphet
can sign to bind the Company.
Registered Capital
: Baht 100,000
Registered Address
: 65, 68 Soi Chalongkrung 31, Chalongkrung Road, Lat
Krabang, Bangkok
Shareholders
: Registered capital of Baht 100,000 divided into 1,000
shares having a par value of Baht 100 per share.
Shareholders
1
2
3
4
Mr. Withaya Chakphet

Mrs. Tippawan Chakphet
Mr. Teethawat Havarungsi
Electronics Industry Public
Company Limited
Total
Amount of
Shares
1
1
1
997
0.01
0.01
0.01
99.70
1,000
100.00
Note: Mr. Luca Giacomo Pietro Roveda is professional management with

experience in the electronics business which not related to the tender offer in any way.
(f)
Considering and approving the transfer of the Business consisting of
assets, debts, business licenses, and all employees to the new subsidiary company and
proposing to the shareholders meeting for further approval
Page 13 of 66
-Translation-
The Company is implementing this matter. According to the Extraordinary General

Meeting of Shareholders No.1/2014 held on February 13, 2014, the Meeting resolved to
approve for the Company to reorganize the business by transferring the assets and debt
which involved manufacturing of diodes of the Company to EIC Semiconductor Co., Ltd.,
Whereby the value of assets involving manufacturing of diodes of the Company for payment
of the increased capital shares will be in accordance with the book value of the share
subscription payment date. The date of transfer the value of assets and debts is within April
1, 2014 (or the date as otherwise fixed by the Board of Directors) by referring to the value of
assets and debts as of March 31, 2014 in accordance with the financial statement of quarter
1/2014.
In addition, the Meeting approved that the Company to allocate a sum of working
capital of not exceeding Baht 20 million to its Subsidiary in the form of payment of increased
capital so that the Subsidiary has sufficient cash flow for further business operation. The
total of assets and debt to be transferred and cash to be allocated to the subsidiary as
working capital shall be in the limit of not exceeding Baht 500 millions.
(g)
Considering business expansion plan of EIC by cooperating with and/or
investing in Smart Traffic Co., Ltd. as well as appointing a financial advisor in order to
provide independent financial opinion regarding the transaction and proposing this agenda
to the shareholders meeting for further approval;
The Company is implementing this matter. According to the Extraordinary General
Meeting of Shareholders No.1/2014 held on February 13, 2014, the Meeting resolved to
approve an investment in Smart Traffic Co., Ltd. by purchasing of ordinary shares of 49% of
the total shares from the existing shareholders at the price of Baht 500 per share with the
total investment amount of Baht 245 million (the share price of Smart Traffic Co., Ltd. was
based on the valuation using the method of discounted cash flow, made by Capital Link
Advisory Company Limited, shown the value of Baht 501.40 per share) and the Meeting
resolved to grant the Board of Directors to have power to negotiate and agree on conditions
and any other detail including execution of the sales and purchase of shares agreement and
any other document in relation to the said sales and purchase of shares.
(h)
Considering and appointing an independent financial advisor in order to
provide opinion regarding the sale of shares of the Subsidiary; and
During the period of 12 months after the end of the Tender Offer period, the Tender
Offerors have no plans to sell the Business to a third party, the Company already notified
Capital Links Advisory Company Limited to terminate the study on the sale of the Business.
Page 14 of 66
-Translation-
(i)
Considering and approving the sale of EICs business by selling
subsidiarys shares held by EIC and proposing this agenda to the shareholders meeting for
further approval.
During the period of 12 months after the end of the Tender Offer period, the Tender
Offeror have no plan to sell the business to a third party.
5.3) The Sellers will hand over important documents of EIC to the Buyers such as original bank
account books, companys seal, original version of financial statements, original version of Board of Directors
minutes, original version of Minutes of Shareholders Meetings, and/or other requested documents.
5.4) To procure the Buyers to inspect buildings, structures and assets during business hours
when request.
4.1.2
Letter of confirmation not to sell shares in the Tender Offer

(1)
Each of the following persons executed a written confirmation not to sell
their shares in the Tender Offer to purchase securities of the Company to the Thai Prime Company Limited
and Mr. Bee Taechaubol with the essence that "I will not offer to sell shares of, ELECTRONICS INDUSTRY
PUBLIC COMPANY LIMITED to the Tender Offerors and/or other persons during the Tender Offer period
according to Appendix 2, total 17 letters.
Number of
Name
securities
%
shares/units
(1) Siam Knight Fund Management Securities Co., Ltd.
1,380,000
0.35
(2) Mr. Tweesak Viraprasert
8,000,000
2.00
(3) Mr. Athisak Wongtrakul
480,000
0.12
(4) Mrs. Maneewan Chang
6,623,600
1.66
(5) Mrs. Sirirad Chotchawroj
1,091,200
0.27
(6) Mr. Sukij Chotchawroj
100,000
0.03
(7) Mrs. Louise Diskul Na Ayudhya
1,017,500
0.25
(8) Mr. Vinyoo Sumethaugsorn
2,720,500
0.68
(9) Mr. Chang Chien-Chaun
1,500,000
0.38
(10) Mrs.Wiphawee Thanomjaturong
8,788,300
2.20
(11) Mrs. Phenchan Yongvongphaiboon
11,730,100
2.93
(12) Miss Areewan Boonkerd
2,935,000
0.73
(13) Mr. Pradej Kitti-itsaranon
7,419,500
1.85
(14) Mr. Sawaeng Sirijantharophat
14,800,000
3.70
(15) Ms. Pannee Akarach
7,800,000
1.95
Page 15 of 66
-Translation-
(16) Ms. Utumporn Chulkaboot

(17) Mr. Suthep Sirichantaropas
Total
11,900,000
7,900,000
96,185,700
2.98
1.98
24.05
Related Securities
Class of securities
Issue
Common shares
Percentage in
Percentage in
comparison with the total comparison with the total
number of outstanding
voting right of the
securities if such
business
class/issue
96,185,700
24.05
24.05
Number of
securities
shares/units
Total
(2)
24.05
24.05
Advisor for the execution of the letter: LUDVIGSEN LEGAL SERVICES
LIMITED
(3)
Terms and duration of said letters and liabilities

All 17 shareholders confirmed that they will not sell shares specified in
Clause 4.1.2 (1) to the Tender Offerors and/or other persons during the Tender Offer period.
However, the Tender Offer Preparer reviewed said 17 Confirmation Letters not to sell shares and
viewed that the Tender Offerors still have a duty to purchase the Companys shares from these 17
shareholders if they wish to sell shares during the Tender Offer period. In such case, the Tender Offerors are
entitled the right to claim for damages as specified in said Confirmation Letters.
4.2 Shareholding, either direct or indirect, by the Tender Offerors (In case the Tender Offeror is a
juristic person) or their authorized persons in the Company or the Companys major shareholders (In case the
Tender Offeror is a juristic person)
As of November 29, 2013, the Tender Offeror namely Thai Prime Company Limited holds 53,200,000
ordinary shares of the Company, or 13.30% of the total issued and sold shares of the Company. The Tender
Offeror namely Mr. Bee Taechaubol holds 32,000,000 ordinary shares of the Company, or 8% of the total
issued and sold shares of the Company. On December 2, 2013, Thai Prime Company Limited acquired
additional shares of 120,209,600 shares, totaling 173,409,600 shares, or 43.35 % of the total issued and sold
shares of the Company. When combined all shares held by them, the Tender Offerors hold 205,409,600
Page 16 of 66
-Translation-
shares or 51.35% of the total issued and sold shares of the Company. The acquisition of said shares was
made via the Big Lot transaction in accordance with the Share Purchase Agreement.
Moreover, on December 13, 2013 and February 17, 2014, TP has transferred 31,409,600 shares and
120,000,000 shares to Mr. Bee Taechaubol, leading to TPs holding of 22,000,000 shares or 5.5% of total
issued shares while Mr. Bee Taechaubol become a holder of 183,409,600 shares or 45.85% of total issued
shares with this shareholding proportion. Thus, total amount of shares hold by Mr. Bee Taechaubol and TP
become 205,409,600 shares or 51.35% of total issued and sold shares.
4.3 Shareholding, either direct or indirect, by the Company, its major shareholders or its directors in
the Tender Offerors (In case the Tender Offeror is a juristic person)
-None4.4 Other relationships
-None5. Other Relevant Information for the Decision Making of the Securities Holders
5.1 securities of the Tender Offerors
Percentage in
comparison Percentage in
with
comparison
Class of Number of
the total
with
Name
shares
shares
number
the total voting
of outstanding right of the
shares of the
business
business1
I. Person who makes the announcement
1. Thai Prime Company Limited
Ordinary 22,000,000
5.50
5.50
shares
2. Mr.Bee Taechaubol
Ordinary 183,409,600
45.85
45.85
shares
II. Persons in the same group as the
person who makes the
announcement2
1.
2.
III. Related parties under Section 258
of the persons under I and II
Page 17 of 66
-Translation-
1.
2.
IV. Related parties under Section 246
and 247 of the persons under I
and II
V. Other agreement to result in
additional acquisition of shares by
the persons under I and II
Total
5.1.2
Convertible Securities
-None-
5.1.3
Others
-None-
205,409,600
51.35
51.35
5.2
Source of Funds to Finance the Tender Offer

Globlex Securities Co., Ltd. granted the Tender Offerors a financial support for this Tender Offer
in the amount of Baht 682,000,000 as shown in Appendix 1.
Considering the fact that 17 shareholders intended not to sell their shares held by them in the
amount of 96,185,700 shares, the total share outstanding for this Tender Offer will be 98,404,700 shares,
equivalent to the fund for Tender Offer of Baht 344,416,450. If said 17 shareholders offer all shares held by
them in the amount of 96,185,700 shares, the total outstanding shares for this Tender Offer will be
194,590,400 shares at Baht 3.50 per share, totaling the required fund for the Tender Offer of Baht
681,066,400. When considering the financial sponsoring granted by Globlex Securities Co., Ltd. in the amount
of Baht 682,000,000, the Tender Offerors have sufficient source of funds for this Tender Offer.
5.3
Share Disposition Plan

Mr. Bee Taechaubol has brought its own shares of 183,409,600 shares as collateral for the
Globlex Securities Co., Ltd to obtaining a tender offer in the amount of Baht 682,000,000. After the Tender
Offer period, the Tender Offerors' policy may sell some of their shares, however, during the period of 12
months after the expiration of the Tender Offer period. The Tender Offerors will hold not less than 102,704,800
shares or 25.68% of the total issued and sold shares (Number of registered and paid up shares is equivalent
to 400,000,000 shares) and for the purpose of maintaining the number of minority shareholders in order to
comply with criteria to maintain a listing status according to the Notification of Board of Governors of the Stock
Page 18 of 66
-Translation-
Exchange of Thailand, Re: Maintaining the Status of Listed Company in the Exchange, 2001. For the Tender
Offeror namely Mr. Bee Taechaubol, he may transfer shares to his spouse or minor child.
5.4
Other Essential Information

The Company will expand the business to electronic business and electronic-related business,
as well as efficient software with high rate of return, for example, investing in business related to express way
automatic toll collection system (Easy Pass), Prepaid Card System of traveling system, Royalty Program
related to retails and traveling business, Parking Revenue Collection System, Accounting system of Central
Clearing House, automatic Fare Collection system and etc. The company is considering choices to expand
the business by cooperating and/or invest in Smart Traffic Co., Ltd.
The investment in Smart Traffic Co., Ltd. is the acquisition of the assets of another company,
which must comply with the rules of the SEC, according to the Committee on Rules on capital markets
transactions about the significant transaction of the acquisition or disposition of assets. If the transaction of
the asset acquisition is equal to 100% or more than 100% or the change of control to other person which is
not a listed company, the transaction is classified as the Backdoor Listing. The Company must submit the
application to request the SET to consider the Companys qualifications regarding the listing rules as if said
application is the re-listing and the Company shall comply with the relevant rules regulations.
Page 19 of 66
-Translation-
Part 3
Information of Electronics Industry Public Company Limited
1.
Information of the company

Name of company
:
Business Type
:
Head Office
Registration No.
Telephone
Facsimile
Website
:
:
:
:

Manufacturer and distributor of semiconductor devices-silicon
wafer and diodes
65, 68 Soi Chalongkrung 31, Kwaeng Lam Platiew, Khet
Lat Krabang, Bangkok 10520
0107546000041 (Old Registration No. 40854600004)
0-2326-1234
0-2326-1020
www.eicsemi.com
1.1 Nature of business in brief

Electronics Industry Public Company Limited or previously known as Electronics Industry (USA) Co.
Ltd. was established on February 17, 1984 with registered capital equal to Baht 1,300,000 and on December
22, 2003 the Company listed itself in the Stock Exchange of Thailand. At present, the Company has the
registered capital of Baht 400,000,000. The Chairman of Board of Directors is Mr. Sarawuth Jinwuth and
Managing Director is Mr. Withaya Chakphet.
Currently, the Company is the major manufacturer and exporter of semiconductor devices: diodes
and silicon wafer with the experience and expertise in the semiconductor devices industry under the quality
control of ISO 9001, ISO 14001 and ISO/TS 16949. The Company has expanded the business to be a turn
key manufacturer of semiconductor devices by manufacturing silicon wafer for wafer fabrication.
In the past year, the Companys performance is strong because the Company concentrates in
developing quality strategy and increases new products to serve the customers requirement. The Company
has developed and increased the working efficiency especially the fast delivery.
The Companys strategy is to strictly emphasize the quality of the product. All employees have
responsibilities in the quality of the products, the quality checking with machinery, the certification of the raw
material used for manufacturing. The Company only uses fine quality materials and development of
manufacturing process. All products can be rechecked to each manufacturing process and to each relevant
employee. Moreover, the Company also performs High Reliability test in every lot to ensure long durability
and useful life. The Company brings in AQL0.01 system to test the products before delivering to the
customers, meaning that if there is a product classified as Functional Defect even only one piece, it would be
rejected in order to run the evaluating procedures again.
Page 20 of 66
-Translation-
Regarding the strategy about varieties of products, the company added new Part Numbers to meet
customers needs where the customers dont need to order from other places, and the company would also
provide specific customization according to customers needs. Currently, the company has over 15,000 Part
Numbers or over 50 Packages. The company had been continuously developing new products in every
product line to stimulate the sales of product in line Zener Diodes that has up to 5,274 Part Numbers. In line
Rectifiers Diodes, the company has up to 2<246 Part Numbers, TVS 6,000 Par Numbers which range from
150W to 50,000W which considered as the top producer in Circuit Protection Devices Power and the
company is proud of its product in TVS line which were produced for the customers who are the producer of
Airbus A350, A400M and Boeing 787, both commercial aircraft and military aircraft.
And in order to ensure lasting development, the company has research and development in
innovation of using Glass Passivated Processed Dice (GPP Wafer) as raw materials to compose into Diodes.
By using GPP Wafer as raw materials, not only it would support the quality of Diodes and enables flexibility in
customizations, but it would also lengthen the End Products useful life because the Diodes which made from
GPP Wafer would help the electricity controlling system to lessen the change in electricity and also allowing
the user to save power because GPP Wafer helps preventing electricity leakage which helps lessen the
effects on environment.
The Company believes that under the policy to improve the quality of the products in order to build
the EIC Brand to be accepted and respected from the producers in term of quality for them to use companys
products as important composition in electricity controlling system in every industry. Developing new
products using GPP Wafer as raw material in order to effectively reduce the effects on environment would
open up the opportunity in the market and create potentials for the business and the company in the future.
1.2
Summary Financial Status and Operating Performance of the company

Summary table of the Companys financial statement for the year ended 31 December 2010 2012
and for 9 months as of 30 September 2013
633.89
8.11
625.78
633.14
14.70
618.44
619.08
19.14
599.94
Unit : Baht million

9 months, 2013
640.18
52.51
587.67
400.00
213.34
203.76
400.00
174.32
165.89
400.00
157.80
154.58
400.00
127.94
135.05
2010
Total assets
Total liabilities
Shareholders
equity
Registered capital
Total revenues
Total expenses
2011
2012
Page 21 of 66
-Translation2010

2011
2012
9 months, 2013
(6.63)
(0.02)
Net profit (loss)

9.58
8.43
(6.78)
Net profit (loss) per
0.02
0.02
(0.02)
share
Dividend per share
0.02
0.015
(Baht)
Book Value per
1.56
1.55
1.50
1.47
Share (Baht)
Source: Financial Statement of the Company, year ended December 31, 2010 to 2013 verified by authorized
auditor and Financial Statement of the Company 9 months, ended 30 September 30, 2013 reviewed by
authorized auditor.
Remark: Shareholders can view Financial Statement and additional information from the website of the Office
of the Securities and Exchange Commission (www.sec.or.th) or the website of The Stock Exchange of
Thailand (www.set.or.th).
1.3
Shareholders structure of the company

(1) List of top 10 shareholders according to the current shareholders register book as of March 12,
2013 which the latest record date before the Annual General Meeting of Shareholders held on
April 23, 2013.
Name
1. Mr. Sarawuth Jinwuthi

2. Mr. Withaya Chakphet
3. Mr. Sagna Wanasinchai
4. Thai NVDR Company Limited
5. Mrs. Tippawan Chakphet
6. Miss.Phenchun Yothinupamai
7. Miss Wipawee Thanormjudturong
8. Miss patinya Wongkusollert
9. Miss Suwanna Sae-ngow
10. Mrs. Maneewan Chang
Total
Number of Shares
204,000,000
22,990,000
20,000,000
19,766,700
15,337,000
11,730,100
9,274,600
8,650,000
7,731,300
6,623,600
326,103,300
Percentage in
comparison with the
total number of
outstanding shares
of
the business
51.00
5.75
5.00
4.94
3.83
2.93
2.32
2.16
1.93
1.66
81.53
Percentage in
comparison with
the total voting
right of the
business
51.00
5.75
5.00
4.94
3.83
2.93
2.32
2.16
1.93
1.66
81.53
Page 22 of 66
-Translation-
(2) Shareholders structure after the transaction, if shareholders sell the shares in the Tender
Offer period, the Tender Offerors will have the following shareholding structure:
Number of
Shares
Name
1. Thai Prime Company Limited

Total
1.4
22,000,000
378,000,000
400,000,000
Percentage in
comparison with the
total number of
outstanding shares of
the business
Percentage in
comparison with
the total voting
right of the
business
5.50
94.50
100.00
5.50
94.50
100.00
List of Board of Directors according the latest director register book and after the transaction
1.4.1 List of Board of Directors before the transaction
List of Board of Directors as of November 4, 2013 before the transaction
Name
Mr. Sarawuth Jinwuthi
Mr. Chaipant Pongtanakorn
Mr. Sagna Wanasinchai
Mr. Porameth Chantanakomes
Mr. Yuttana Taepangthong
Source: Affidavit as of November 4, 2013
Position
Chairman of Board of Directors
Vice Chairman of Board of Directors / Independent
Director/ Chairman of the Audit Committee
Managing Director
Director
Director
Independent Director/ Member of Audit Committee
1.4.2 List of Board of Directors after the transaction

List of Board of Directors as of December 4, 2013 after the transaction
Name
Mr. Patiparn Karnjanaviroje1/
Mr. Somkad Sueptrakul
Mrs. Krishna Jitpatima
Mr. Tawich Pimpapan
Mr. Thanabodhi Swasdisri1/
Position
Chairman of Board of Directors / Chairman of the
Executive Committee
Vice Chairman of Board of Directors / Chairman of
the Audit Committee
Managing Director
Director / Executive Director
Director / Executive Director
Page 23 of 66
-Translation-
Remark: 1/ Directors nominated by the Tender Offerors and representatives of the Tender Offerors.
The Tender Offerors have no plan to change directors within 12 months after the end of the
tender offer period, except any director resign or pass away which the new director(s) will be nominated for
replacement(s) or accordance with the plans or expansion and / or business plan of the company in the
future.
1.5
Highest and lowest price of the company divided quarterly in the past 3 years
Highest and Lowest price range
Highest
Lowest
4
4.48
1.65
3
1.90
1.56
2013
2
1.96
1.48
1
1.99
1.30
4
1.87
1.25
3
1.72
1.24
2012
2
1.92
1.33
1
2.00
1.53
4
2.32
1.27
3
2.52
1.53
2011
2
4.54
2.00
1
3.38
2.02
4
4.00
2.06
3
3.60
2.22
2010
2
2.90
2.60
1
3.12
3.00
Remark: The highest and lowest price of Quarter 4, 2013 as of December 31, 2013
Source: The Stock Exchange of Thailand (www.setsmart.com)
Year
Quarter
Business Plan after the Transaction

2.1 Companys Status
After the Tender Offer, the Company would still maintain its status as a listed company in The
Stock Exchange of Thailand.
2.
Page 24 of 66
-Translation-
The Tender Offerers do not have any plan to delist the Company from being a listed company in
the Stock Exchange of Thailand unless there is an incident causing the Company to loose its ability to
maintain its status as a listed company in The Stock Exchange of Thailand, or the Stock Exchange of Thailand
considers a delist of the Companys shares from being the listed securities.
2.2 Policy and Business Plan
2.2.1 Business Objectives
Within 12 months from the end of the tender offer period, the Tender Offerors have a plan
to improve the business and management where they would still maintain the same business in the selling
and distributing electronic parts and marketing department. The Tender Offerors plan to transfer the
departments related to the production of Diodes to subsidiary company where it would focus on producing
new types of Diodes such as LED Diodes which has higher demand and stronger potential to grow in the
market. The purpose of transferring the business to subsidiary company is to reduce cost, increasing
production efficiency as well as the expansion of the product lines and increasing distribution channels to
foreign countries.
The plan to transfer the assets of Business related to the manufacturing of diodes will be
arranged to the newly incorporated company under the name of EIC Semiconductor Company Limited. The
Company holds all shares of the said subsidiary company, and will sell the shares in the future. This plan will
be executed only after obtaining an approval from the Shareholders Meeting. In addition, the Extraordinary
General Meeting of Shareholder No.1/2014 held on February 13, 2014 resolved to approve the Company to
transfer the assets of Business related to the manufacturing of diodes to the Subsidiary to pay in kind for the
capital increased shares and allocate a sum of working capital of not exceeding Baht 20 million to its
subsidiary in the form of payment of increased capital.
Any actions causing the change of business objectives will be arranged in compliance
with the rules, laws and regulations accordingly.
2.2.2 Expansion of investment or production capacity
Within 12 months from the end of the tender offer period, other than retaining the same business
which is the main business of the Company and expansion of the business, the Tender Offers plans to
expand the investment in electronics and related business, as well as efficient software with good return such
as investing in business relating to express-toll way collection system both cash and automatic (Easy Pass),
Prepaid Card System, Prepaid Mobile Application for Transport, Royalty Program relating to retailed business
and transportation business, Parking Revenue Collection System, Central Clearing House System, Automatic
Fare Collection. The company appointing Financial Advisor by Capital Link Advisory Company Limited for
Page 25 of 66
-Translation-
valuation the price and evaluation with regard to ST business which may affect the company. According to
the Extraordinary General Meeting of Shareholder No.1/2014 held on February 13, 2014, the Meeting resolved
to approve an investment in Smart Traffic Co., Ltd. by purchasing of ordinary shares of 49 percent of the total
shares from the existing shareholders at the price of Baht 500 per share with the total investment amount of
Baht 245 million.
The investment in Smart Traffic Co., Ltd. is the acquisition of the assets of another company,
which must comply with the rules of the SEC, according to the Committee on Rules on capital markets
transactions about the significant transaction of the acquisition or disposition of assets. If the transaction of
the asset acquisition is equal to 100% or more than 100% or the change of control to other person which is
not a listed company, the transaction is classified as the Backdoor Listing. The Company must submit the
application to request the SET to consider the Companys qualifications regarding the listing rules as if said
application is the re-listing and the Company shall comply with the relevant rules regulations.
If the Company requires the working capital or cash flow for the current business or the new
business in the future, the Tender Offerors may propose a business plan or a plan for source of fund to the
Company and will propose to the Board of Directors and/or shareholders meeting for further approval.
Summary of information of Smart Traffic Co., Ltd
Type of Business
Smart Traffic Co., Ltd. undertake businesses of providing practical solutions for the advisory
service, design service and installation toll collection both manual and automatic system and distribute
various system i.e. car parking management system, refill card system, mobile top up payment system and
clearing house system including maintenance services. The revenues are divided into 3 types, and the
recognition of revenue is as follows:
1. Department of Highways (DOH)
1.1 Revenue recognition for the installation of toll collection system both cash and automatic
(Easy Pass) is based on percentage of completion.
1.2 Revenue recognition for the repair and maintenance of toll collection system is based on the
terms of payment and contracts period.
1.3 Revenue recognition for other works such as move and install central control system and
change the VES camera is when the work is submitted.
2. Expressway Authority of Thailand (EXAT)
2.1 Revenue recognition for the installation of electronic toll collection system both cash and
automatic is based on percentage of completion.
2.2 Revenue recognition for the improvement / additional installation / relocation of electronic toll
collection cabinets is in the year when the work is submitted
Page 26 of 66
-Translation-
2.3 Revenue recognition for a sale of Easy Pass (Tag) is when the item has delivered.
2.4 Revenue recognition for other works is based on the terms and conditions of contract.
3. Other
3.1 The electronic payment system via mobile phone (NFC), clearing house project for Easy
Pass with cooperation with Krung Thai Bank Public Company Limited, Department of Highways (DOH) and
Expressway Authority of Thailand (EXAT), has monthly remuneration according to the contracts term of
payment
3.2 Revenue recognition for other projects such as parking collection and management project,
reward point management project, joint ticket and clearing house project for The Office of Transport and
Traffic Policy and Planning, Ministry of Transport, and sales of devices related to the aforementioned is based
on the contract.
Projects and status of the projects by Smart Traffic Co., Ltd.
1. Projects already executed
1.1 Revenue from AFC maintenance service
1.2 Maintenance on Motorwayno.7 and no.9 (Lat Krabang Gate, Pan Thong Gate and 8 gates)
1.3 Adjusted the Ramps for Chalerm Maha Nakhon Expressway at Ardnarong Interchange
(2) JV projects already executed
2.1 Extension of 6 Easy Pass lanes i.e. Din Daeng, Dao Khanong, Bang Na, Sathupradit and
Suksawat toll gates. The agreements were executed with EXAT (Joint Venture Agreement with
EXAT)
2.2 Add / move / improve Easy Pass toll collection lanes at Dao Khanong, Bang Na,
Chatuchot gates. The agreements were executed with EXAT (Joint Venture Agreement with
EXAT)
2.3 Construction of permanent toll collection system Chonburi-Pattaya. The agreements were
executed with DOH (Joint Venture Agreement with DOH)
3. Waiting for auction and will know results within the 2nd quarter of each year
3.1 Miscellaneous works with EXAT (2014 2018)
3.2 Miscellaneous works with DOH (2014 2018)
3.3 Assumptions on Easy Pass card sales (2014 2018)
3.4 Installation of manual toll collection on Burabhavithi Expressway Bang Na-Chonburi (2014
2015)
3.5 Adjustment on Thanyaburi toll gate (2015)
4. During price negotiation
4.1 Spare part sales for the automatic fares collection system
Page 27 of 66
-Translation-
5. During contract negotiation

5.1 Cash Card Project of Major Cineplex Group
6. Future project
6.1 Installation of Easy Pass toll collection system Chonburi-Pattaya (2016-2017)
6.2 Installation of toll collection system Bang Pa-In Korat (2018)
Currently the company has registered capital amounted to Baht 10,000,000, divided into 1,000,000
ordinary shares with a par value of Baht 10.
Percentage in
comparison with Percentage in
the total
comparison with
Name
Number of Shares
number of
the total voting
outstanding
right of the
shares of the
business
business
1. Mrs. Pornpan Siriwongse Na
890,000
89.000
89.000
Ayudhya
2. Mrs. Rojana Kriengwatanasiri
99,990
9.999
9.999
3. Ms. Apirak Nongpoh
10,000
1.000
1.000
4. Mr. Pisit Kriengwatanasiri
10
0.001
0.001
Total
1,000,000
100.00
100.00
The companys director is Mrs. Pornpan Siriwongse Na Ayudhya.
The companys financial status and performance ended December 31, 2010 December
31, 2012 are as follows:
Unit: Million Baht
2010
2011
2012
Total assets
280.41
355.97
450.98
Total liabilities
240.09
315.22
395.47
Shareholders equity
40.32
40.75
55.51
Registered capital
10.00
10.00
10.00
Total revenues
237.00
364.65
409.88
Total expenses
221.54
352.10
368.74
Net profit (loss)
5.88
0.43
14.75
Net profit (loss) per share
5.88
0.43
14.75
Dividend (Baht per share)
Book Value (Baht per share)
40.32
40.75
55.51
Source: Companys financial statement year ended December 31, 2010 to 2013 verified by
auditor not authorized by The Securities and Exchange Commission
Page 28 of 66
-Translation-
Risk of Smart Traffic Co., Ltd.

1. Risk related to revenue
1.1 Smart Traffic Co., Ltd. (ST) has risk related to revenue because the revenue related to the
government agencies can be referred to the master plan and future projects related to the
construction and improvement of transportation routes continuously. The government agencies
have arranged the auction. Considering the business historical data of ST for the past 15 years,
ST won the auctions both on its own and as a business partner in a Joint Venture. Said business
historical data convinces that ST has a high potential to maintain a level of works as ST installed
this system to both EXAT and DOH with a market share of 70% in Thailand. Furthermore, the
agreement made with government agencies has a standard term clearly specified about the
revenue to be paid per completion or submission of work leading to steady revenue both in
present and in the future.
1.2 Risk government agency contained terms and conditions of a daily fine
1.3 Risk of revenue collection may be longer due the political turmoil causing government
agencies to close during the business day and delay from the acceptance of work from the
employer. Yet, said risks are short term depending on the political unrest situation.
1.4 Risk of risk and damages to terminate the agreement
Revenue related to the private section is less than the revenue from the government
agencies. The key business party is Major Cineplex Public Company Limited for the Major Cash
Card. Currently the agreement was expired and the parties are in between the renewal the term
of the agreement. ST has a plan to provide new applications for transportation payment with
electronic system and toll payment with mobile payment project, loyalty program card, visa pay
wave. In case the renewal terms keep similar terms and condition for termination, ST will have a
low risk and damages to terminate the agreement as the employer will pay damages equal to the
minimum revenue per month and reserve the right to claim for other damages.
2. Risk related to the system
For the enquiry regarding the problem of Easy Pass system during August 2013 that the
automatic system had some problems causing insecurity to the Easy Pass users, ST clarified to
EIC that there was no problem with the Easy Pass system. During said period, the Easy Pass
system was slow down and displayed a not-up-to-date remaining balance or delayed from the
actual balance due to an increasing number of expressway users since the service fee collected
for using the device has been terminated. Easy Pass users were increased by 100,000
transactions per day, or 40% higher than the estimated amount. Said increase of users took a
longer time for the Easy Pass system to process information. EXAT asked ST to solve the
problem by improving the database system and efficiency of the processor. Said problem was
fixed within 2 weeks. It is noticeable that the top up system is faster and the remaining balance
Page 29 of 66
-Translation-
displays correctly. Said incident does not affect STs current projects and there is no claim from
Easy Pass users to ST and EXAT. ST has been awarded with reliance from EXAT to provide
maintenance and improvement service continuously. Lately, ST entered into the agreement to
install 10 more Easy Pass lanes.
(3) Risk related to the asset
ST mainly has cars to operate the business from rental. Currently, ST has 3 litigation cases
related to the car rental with the claim amount of Baht 1,330,118.59.
(4) Risk related to liabilities
The risk related to liabilities ST still needs sufficient amount of facility for auction and
letters of guarantee to guarantee its performance including the working capital facility to
generate revenue as forecasted. However, ST should have capacity to obtain facility as ST has
been approved for loans from various financial institutions. In addition, ST still has liabilities
related to guarantee to joint ventures and related companies if the debtors fail to perform under
relevant facility agreements. The guarantee of the related companies from the past was from
having the same major shareholder. A company having a stronger financial position would be
requested to provide guarantee to a new set up company or a company with a lower
creditability. After EIC holds 49% of ST shares, ST will not provide additional guarantee and will
reduce the guarantee amount to the related companies entirely to reduce the risk to investment
company
2.2.3 Change in Organization Structure, Management, or Recruitment
The Companys Board of Directors Meeting No. 7/2556 held on December 2, 2013 and
Board of Directors Meeting No. 8/2556 held on December 4, 2013 passed a resolution to appoint 5 directors
in total to replace 5 directors who resigned.
(1) Board of Directors before the Board of Directors Meetings
Name
Position
Mr. Sarawuth Jinwuthi
Mr. Chaipant Pongtanakorn
Vice Chairman of Board of Directors / Independent Director / Chairman of
the Audit Committee
Managing Director
Director
Director
Mr. Porameth Chantanakomes Independent Director / Member of Audit Committee
Mr. Yuttana Taepangthong
Independent Director / Member of Audit Committee
(2) Board of Directors as of December 4, 2013
Page 30 of 66

Name
Mr. Patiparn Karnjanaviroje 1/
Mr. Somkad Seuptrakul
-Translation-

Position

Vice Chairman of Board of Directors / Independent Director / Chairman of
the Audit Committee
Managing Director
Mr. Thanabodhi Swasdisri 1/
Director
Director
Mrs. Krishna Jitpatima
Mr. Tawich Pimpapan
Note: 1/ Directors nominated by the Tender Offerors and representatives of the Tender Offerors.
The Tender Offerors have no plan to change directors within 12 months after the end of the tender
offer period, except any director resign or pass away which the new director(s) will be nominated for
replacement(s) or accordance with the plans or expansion and / or business plan of the company in the
future.
The Companys Board of Directors Meeting No. 9/2556 held on December 6, 2013 passed a
resolution to appoint the Chairman of Executive Committee and the Executive Director replaced those who
resigned.
The details are as follows:
Board of Directors
Position
Before the Board of
As of December 6, 2013
Directors meeting
Chairman of Executive Committee Mr. Sarawuth Jinwuthi
Mr. Patiparn Karnjanaviroje
Managing Director
Executive Director
Mr. Thanabodhi Swasdisri
Executive Director
2.2.4 Plan to Sell the Companys or Its Subsidiaries Core Assets and future core operating
business
Other than retaining the business with the Company, the Tender Offerors plan to transfer
assets which are used to produce electronic parts to the newly incorporated subsidiary company under the
name of EIC Semiconductor Co., Ltd.. The Company holds 100% of the subsidiarys shares. Said transfer
includes assets, liabilities, business license as well as all the employees related to the said business
With in 12 months from the Tender Offer period, the Company will retain its operating policy of selling
electronic parts as it had been. However, the Company has plans to improve the operating business of the
Page 31 of 66
-Translation-
company where it would apply developing plans to improve the efficiency of electronic parts manufacturing
process to manufacture new type of Diodes, for example, LED type Diodes that has a higher demand in the
market, as well as the plans to expand the product lines and types, and increase distributing channels to
other countries
The Companys Board of Directors Meeting No. 7/2556 held on December 2, 2013 passed a
resolution to incorporate the said subsidiary company with details as follows:
: EIC Semiconductor Co., Ltd.
Name of company
: December 4, 2013
Registered date
: 0105556191882
Registration number
: Produce and sell electronic parts type Diode and other electronic parts
Objectives
: 3 people (1) Mr. Withaya Chakphet (2) Mrs. Tippawan Chakphet (3) Mr.
Companys Directors
Luca Giacomo Pietro Roveda
: Mr. Withaya Chakphet or Mrs. Tippawan Chakphet sign
Authorized Directors
to bind the company
: Baht 100,000 dividing to 1,000 shares at Baht 100 per share
Registered Capital
: 1. Mr. Withaya Chakphet
List of shareholders
1 share equivalent to 0.10%
2. Mrs. Tippawan Chakphet 1 share equivalent to 0.10%
3. Mr. Teethawat Havarungsi 1 share equivalent to 0.10%
4. EIC
997shares equivalent to 99.70%
Remark: Mr. Luca Giacomo Pietro Roveda is professional management with experience in the
electronics business which not related to the Tender Offerors in any way.
2.2.5 Financial Structure Plan
The Tender Offerors plan to adjust the financial structure of the Company by increasing the
registered capital of another Baht 200,000,000 from the registered capital of Baht 400,000,000 to a
new amount of Baht 600,000,000 where the objective of the capital increase is to use the said fund to
invest in electronic business and other related businesses, along with efficient software with good
returns as mentioned in Item 2.2.2 and as working capital for its operation.
The Companys Board of Directors Meeting No. 9/2556 held on December 6, 2013 passed
a resolution to issue and offer for sale of securities to consider and approve in a shareholders
meeting as summarized as follows:
(1) Offering and sale of warrants to purchase the Companys ordinary shares no. 1 allocate
to the existing shareholder as right offering having details as follows:
Page 32 of 66
-Translation-
Name of Warrants
Type of Warrants
Issuance Amount
Offering Price per unit
Period of Warrants
No. of Newly Issued Shares for the
Exercise of the Warrants
Exercise Period
:
:
:
:
:
:
Period for Notification of Intention to :

Exercise the Warrants
Secondary Market of the Warrants :
Secondary Market of Newly Issued :
Ordinary Shares
Rights and Other Benefits
:
Impact on Shareholders
Warrants to purchase newly issued ordinary shares of Electronics

Industry Public Company Limited No. 1(EIC-W1")
Specify name of holder and transferable
Up to 100,000,000 units
Baht 0.00 (Nil)
3 years from the Warrants issuance date
Up to 100,000,000 shares at par value Baht 1.00
The warrants holders will be able to exercise rights in the last
business day of May and November each year except the last
exercise date which the holders will be able to exercise rights in the
date of completion term of three years of EIC-W1. In case of the date
falls on holiday of the Company, the exercise date will be the last
business day before that date.
Not less than 5 business days before each exercise date and not less
than 15 days before the last exercise date.
The Company shall apply for a listing of the EIC-W1 on the Stock
Exchange of Thailand.
The newly issued ordinary shares from the exercise of right under the
EIC-W1 shall be listed on the Stock Exchange of Thailand.
The newly issued ordinary shares pursuant to the exercise of the EICW1 shall have the same rights and status as same as all other ordinary
shares of the Company previously issued in all aspects.
1. Control Dilution
As it is the issuance of the Warrants to the existing shareholders of the
Company according Rights Offering so there will be no impact to the
control rights of the shareholders.
However, if all warrants are exercised by the non-existing shareholders
after allocating the whole amount to the existing shareholder in this
time. The impact on existing shareholders can be summarized as
follows.
Page 33 of 66
-Translation-
The control dilution can be calculated as the following formula;

Control Dilution = Newly issued shares reserved for warrants
Total paid-up shares+Newly issued shares reserved for
warrants
= 20%
2) Price Dilution
Price Dilution canbe calculated by the following formula
Market price before the issuance Market price after the issuance
Market price before the issuance
Whereas
Market price before the issuance = The weighted average of the
Companys ordinary share price for 15 days before the date that the
Board of Directors meeting on 6 December 2013 which starting from
14 November 2013 to 4 December 2013, which is Baht 3.137 per
share (at par value of Baht 1.0).
Market price after the issuance = {( Market price before the issuance *
Number of paid up shares) + (Exercise price of EIC-W1 * Newly issued
share for EIC-W1)}/ (Number of paid up shares + Newly issued shares
for EIC-W1)
The price dilution will be occurred if all warrants are excercised by the
existing shareholders or non-existing shareholders
Price Dilution = 13.62 %
3) Earnings Dilution
Due to the consolidated financial statement of the Company as of 30
September 2013 has comprehensive loss, the earnings dilution can
not be calculated.
Page 34 of 66

Conditions concerning the right :
adjustment of Warrants
-Translation-
The Company shall adjust the exercise price and exercise ratio to
ensure the benefits of the holders of the EIC-W1 are not less favorable
in the case when any of the followings events occurs:
1. The Company changes the par value of the ordinary shares due to a
consolidation or split of the ordinary shares;
2. The Company offers newly issued ordinary shares to the existing
shareholders on Rights Offering basis, and/or on public offering and/or
on Private Placement basis at a price lower than 90% of the price
calculated based on the Market Price;
3. The Company offers any newly issued securities on Rights Offering
basis, and/or on public offering and/or on Private Placement basis that
are convertible/exchanged into ordinary shares (i.e. convertible bonds
or warrants to purchase shares) for which the offering price of such
newly issued ordinary shares is lower than 90% of the price calculated
based on the Market Price;
4. The Company makes all or partial dividend payment by way of
issuing newly issued ordinary shares to shareholders;
5. The Company pays cash dividend that exceeds the rate in Terms
and Conditions for any operating year during the tenor of the EIC-W1;
and
6. There are any other events similar to those mentioned in 1 to 5
above that may impair benefits of holders of the EIC-W1
The Board of Directors or the attorney of the Board of Directors is
empowered to consider adjusting other conditions and details related
to adjustment or changes in the exercise ratio and exercise price.
Page 35 of 66

Other Conditions
Warrants Registrar
-Translation:
The Board of Directors or the attorney of the Board of Directors are

empowered to determine the details in relation to the allocation of the
Warrants, the date to determine the list of shareholders entitled to
subscribe to and be allotted with the Warrants, enter into negotiations,
an agreement, and signing the documents and contracts in relation to,
and performing any acts relating to, the allocation of the Warrants,
perform any acts, and signing any applications, waiver requests,
reports, clarification letters and necessary evidence related to the
allocation of the Warrants including communicate with, and submit the
applications, waiver requests, documents, and evidence to the
administrative agency or other related agency, and apply to list the
Warrants on the Stock Exchange of Thailand, and being empowered to
perform any necessary and appropriate actions in relation to the
allocation of the Warrants
The Company will not extend the Warrants and not change the
exercise price and right unless it is the adjustment according to the
right adjustment conditions
Thailand Securities Depository Co., Ltd
(2) Offering and sale of convertible debentures to specific investors in foreign countries
through Private Placement, details are as follows:
Issuer
: Electronic Industry Public Company Limited
Objectives
: 1.
To support general working capital to support existing & new
business operations involving in electronics industry deriving from Joint
Venture especially to increase capacity, efficiency, and effectiveness in
manufacturing, increasing margin of the products, assisting the
technological improvement, and having business network to support the
Companys business; and
2.
To expand the investment in electronics and related business, as
well as efficient software with good return such as investing in business
relating to express-toll way collection system both cash and automatic (Easy
Pass), Prepaid Card System, Prepaid Mobile Application for Transport,
Royalty Program relating to retailed business and transportation business,
Parking Revenue Collection System, Central Clearing House System,
Page 36 of 66
-Translation-
Type of Debentures
Offering Size
Currency
Allocation Method
:
:
Term
Automatic Fare Collection.

Convertible debentures in registered form or issued to bearer which grant
the right to convert into ordinary shares of the Company, secured or
unsecured, without the representative of debenture holders, subordinated or
unsubordinated, depending on market condition at the time of offering of
convertible debentures and other related factors.
The convertible debentures which will be offered by the Company will
consist of 2Tranches as follows:
Convertible Debentures Tranche 1: value of not exceeding Singapore Dollar
(SGD) 10 million or equivalent to Thai Baht (THB) 250 million, separated
into 25 sub-tranches, which each sub-tranche will be equal to SGD 400,000
or equivalent to THB 10 million.
Convertible Debentures Tranche 2: value of not exceeding SGD 10 million
or equivalent to THB 250 million, separated into 25 sub-tranches, which
each sub-tranche will be equal to SGD 400,000 or equivalent to THB 10
million.
Not exceeding SGD 20 million or equivalent to THB 500 million or its
equivalent amount in other currencies by issuing and offering for sale of one
tranche or several tranches at one time or several times.
Singapore currency or its equivalent amount in other currencies.
To be entirely offered for sale to one single foreign investor in foreign
country by offering in one or several tranches at one time or several times,
which the foreign investor can select to convert at fixed or floating
conversion price. The Company will offer the entire amount of convertible
debentures to one specific investor, namely, Advance Opportunities Fund in
Singapore which is managed by Advance Capital Partners Ltd.,
The Companys selection condition for the Fund is to select from domestic
or foreign fund offering best interest market rate without having collateral
and no condition to intervene the existing business operations of the
Company.
3 years from the issue date of the convertible debentures or any term as to
be determined by the Board of Directors or the Executive Committee or the
person appointed by the Board of Directors or the Chairman of the
Executive Committee, depending on market condition at the time offering of
convertible debentures.
Page 37 of 66
-Translation-
Interest Rate
Transfer Restriction of Convertible
Debentures
:
:
2% per annum
As the convertible debentures will be offered specially to one single foreign
investor by way of a private placement, any sale or transfer of the
convertible debentures must be done outside Thailand only.
Exercise Period
Initial Conversion Price
The holders of convertible debentures can exercise its right on any business
day from and including the issue date of the convertible debentures up to
the close of business on the business day falling one week preceding the
maturity date of 3 years commencing from the issuing date of Tranche 1
Convertible Debentures or other period as to be determined by the Board of
Directors or the Executive Committee or the person appointed by the Board
of Directors or the Executive Committee, subject to the terms and conditions
of the issuance of convertible debentures at each time.
The holders of convertible debentures shall be entitled to choose either one
of the following conversion prices:
(1) 145% of the average of the daily traded volume weighted average prices
per share for the 45 business days immediately prior to:
(a) in respect of the Tranche 1 Convertible Debentures: the date of the
subscription agreement of the Convertible Debentures;
(b) in respect of the Tranche 2 Convertible Debentures: the issue date of
the Tranche 2 Convertible Debentures;
(Fixed Conversion Price); or
(2) 85% of the average closing prices per share on any 3 business days
during 45 business days immediately preceding the relevant conversion
date of the convertible debentures.
(Floating Conversion Price),
Provided that, in the event that there is any change in market condition or
other related factors, the Company may change the above conversion price
as the Board of Directors or the Executive Committee or the person
appointed by the Board of Directors or the Executive Committee deems
appropriate for each issuance of convertible debentures at each time
according the conditions agreed upon by the Company and the Fund.
The Fund who purchased the convertible debentures is entitled to exercise
the Fixed Conversion Price or the Floating Conversion Price in each Tranche
within 3 years commencing from the issuing date of the convertible
Page 38 of 66
-Translation-
Maximum Discount on Conversion

Price
Conversion Ratio
Number of
Ordinary Shares Reserved for
Conversion
Impact on Shareholders
debentures.
The Company will determine the conversion price with discount from the
market price of the Company's shares in accordance with the calculation
method as specified above.
Principal amount of the convertible debentures divided by the conversion
price.
Amount of not exceeding 100,000,000 shares, of which will be issued and
offered for sales of convertible debentures in the amount of not exceeding
Baht 500 million.
(Remark: In the event of insufficient shares for conversion of convertible
debentures, both parties agree to suspend or cancel the issuance of
convertible debenture issuance at this time.)
In the case where there are remaining shares after the issuance and offer
for sales of convertible debentures up to SGD 20 million or equivalent to
THB 500 million, the Board of Directors of the Company will propose to the
shareholders for further reduction of capital. In the case where the
convertible debentures were issued and offered to the Fund and the Fund
has exercised its right of conversion of the convertible debentures and the
Company has increased capital shares which are reserved for conversion of
convertible debentures in certain amount but could not be served for
conversion of such amount in whole, the Board of Directors of the Company
agrees with the Fund to accept the return in cash together with the interest
at a rate of 2% per year for the portion which is exercised of the conversion
right but there is no shares reserved for such conversion, at the next step.
The impact on the Company's shareholders as a result of the issuance and
offering of convertible debentures is considered in 2 cases as follows:
1) in case that the investor purchase the convertible debentures and
exercise the conversion rights to ordinary shares per each drawdown of the
convertible debentures; and
2) in case that the investor purchases the convertible debentures and fully
exercise the conversion rights to ordinary shares for drawdown of the
convertible debentures.
The considerations of impact on the shareholders consist of 2 aspects
which are price dilution and control dilution.
Page 39 of 66
-Translation-
3) in Worst Case Scenario that the Company offer and issue Convertible
Debentures to the Foreign Fund in full and the Fund has converted the
Convertible Debentures in full - Remark: Even though the Company has
intention to issue and offer for sales of convertible debentures gradually, but
this is a required case study to inform impacts regarding issuance of
convertible debentures to shareholders by Dilution Impact on Conservative
Approach
1) In case where the investor purchases the convertible debentures and
exercise the conversion rights to ordinary shares per each drawdown of the
convertible debentures (in the value of THB 10 million at each time)
1.1) Dilution in share price (Price Dilution) can be calculated with the
following equation:
Price Dilution = (Po PE) / Po
where;
PE = (PoQo + PeQe) / (Qo + Qe)
Po = Existing share price which is equivalent to THB 2.61 per share
(average closing price of 15 days during 21November 13December 2013
preceding the date of the Board of Directors meeting on 18December
2013)
Pe = Conversion price of convertible debentures which is equivalent to THB
1.92 per share (Remark: Using Floating Conversion Price at 85% of the
average closing prices per share on any 3 business days during 45
business days immediately preceding the relevant conversion date of the
convertible debentures that are drawn down. The conversion date is
determined to be on the date of the Board of Directors meeting by using
average closing prices per share on 3 business days which is equivalent to
Thai Baht 2.26 per share)
Qo = Number of existing shares which is equivalent to 400,000,000 shares
Qe = Number of shares arising from the exercise of conversion right of the
convertible debentures per each drawdown which is equivalent to
5,208,333 shares (per each drawdown of the convertible debentures where
each sub-tranche equals to THB 10 million divided by conversion price of
the convertible debentures of THB 1.92 per share)
Page 40 of 66
-Translation-
1.2) Dilution in shareholdings (Control Dilution) can be calculated with the

following equation:
Control Dilution = (Qe / (Qo + Qe))
Where;
Qo = Number of existing shares which is equivalent to
400,000,000 shares
Qe = Number of shares arising from the exercise of conversion
right of the convertible debentures per each drawdown which is equivalent
to 5,208,333 shares
Summary of Impact on the
In case where the investors
Shareholders
purchase and exercise the
rights to convert to ordinary
shares per the drawdown of
each sub-tranche
Dilution in share price (Price
0.34%
Dilution)
Dilution in shareholdings (Control
1.29%
Dilution)
Impact on Market Price of Shares (Price Dilution)
In case where the conversion right of the convertible debentures is
exercised per each drawdown, the market price of share will be affected at
0.34%, which is a small percentage since the shareholders of the Company
will be affected by the gradual reduction in the share price from the
issuance of new shares in a relatively small amount through private
placement, particularly in companies with continuing growth, the impact on
share price to the shareholders should be small, relative to the small amount
of each drawdown of convertible debentures.
Impact on the Voting Right of the Existing Shareholders
In the case where the conversion right of the convertible debentures is
exercised per each drawdown, the ownership percentage of shareholders
will be gradually reduced as the issuance of new shares to foreign investor
will be in relatively small amount due to the relatively small amount of each
drawdown in which the ownership percentage of existing shareholders will
be diluted only by 1.29%.
Page 41 of 66
-Translation-
2) In case where the investor purchases the convertible debentures and

fully exercise the conversion rights for the drawdown of convertible
debentures in the entire amount
Assumptions on estimation of the average share price after the offering of
convertible debentures
The assumption is as follows: Financial forecasts of the Company both Revenues and Profits
derives from turnaround performance of the Company after utilizing
incoming proceeds from this convertible debentures selling to one
single foreign investor, which the Companys performance will be
on the improving or declining trend subject to companys efficiency
and economy condition and other external factors.
In addition, all assumptions and forecasts have been prepared
under topic guideline and objective of Securities Exchange
Commission Thailand to be used for reference for consideration of
this issuance of convertible debentures by shareholders only.
For the purpose of preparing information for careful decision by the
Companys shareholders on sales and issuance of convertible
debentures to a foreign fundat this time, it has been elaborated that
the exercise of right to convert convertible debentures into
common shares within 3 years equally according to the amount of
the convertible shares issued and offered at this time, even though
the Company is able to issue and offer to sell convertible
debentures to a foreign fund as per the regulations and approval of
the Securities Exchange Commission Thailand within 6 months
from approval date and with an extendable for another 6 months
only. (under a sole discretion for permission to extend from the SEC
as per of the Announcement of TorChor. 16/2552)and foreign fund
has a right to convert its convertible debentures at any time within 3
years, while the Company has no need to guarantee in aspect of
share pricing risk to a foreign fund.
Page 42 of 66
-Translation-
Note: The Study of such effect is the comparison of the case

between the scenario where the Company does not issue the convertible
debentures and has the amount of shares as per its current registration and
the scenario where the Company issues the convertible debentures and its
shares are changed in each year.
2.1)Estimation of average share price after the issuance of Convertible
Debentures where the Fixed Conversion Price at 145%
The Revenues and Net Profit contained in this table is an estimate and
based on the assumptions and expectations of its revenues, expenses, and
cash flow for the projects, and are subject to the Company's ability to attain
its sales, revenues, at the price and costs estimated by the Companys
management according to these assumptions and estimates and are based
on information available today. However, there may potentially
circumstances and events that could occur which may produce results that
could be materially different which may be material.
Revenue (million Baht)

Net Profit (million Baht)
Number of Existing Shares
(million shares)- Qo (Remark1)
Earnings Per Share (EPS)
(Baht/share)
Price to Earnings Ratio (P/E)
(Remark 2)
Average Price Per Share at
year end (Baht/Share)- Po
Fixed Conversion Price at
145% -Pe
Average Investment from
Convertible Debentures Per
Year (million Baht) (Remark 3)
Number of Newly Issued
Year 0 (or
Year 2013)
Year 1
(or Year
2014)
520.50
224.00
500.00
Year 2
(or
Year
2015)
693.00
289.00
521.38
Year 3
(or
Year
2016)
904.00
354.00
540.49
170.59
2.00
400.00
0.005
0.448
0.554
0.655
12.00
12.00
12.00
12.00
0.06
5.38
6.65
7.86
7.80
8.72
9.64
166.67
166.67
166.67
21.38
19.11
17.28
Page 43 of 66
-Translation-
Shares to Investor (million

shares)-Qe
Total Number of shares (million
shares) Qo+Qe
(Baht/shares)
Average Price Per Share at
year end (Baht/share)
400.00
521.38
540.49
557.78
0.005
0.430
0.535
0.635
12.00
0.06
12.00
5.16
12.00
6.42
12.00
7.62
This Calculation applies 2 decimal numbers in the above figures in order to

facilitate understanding of the Companys shareholders.
Remark:
1. New Increased Shares Capital based on EGM dated 1 /2014,
including issuance of warrants up to 100 million shares, but not include
other capital increase after the said shareholders meeting;
2. Applying P/E Ratio of the Company at 12.00 times based on PE Ratio
of Electronic Industry for reference only;.
3. According to an assumption of conversion for forecasts and for
reference only: For Tranche 1, with total amount of SGD 10 million or equivalent
toTHB 250 millionin the 1st year, and first half of 2nd year;
For Tranche 2, with total amount of SGD 10 million or equivalent
toTHB 250 million in the second half of 2ndyear and 3rd year
2.2) Estimation of average share price after the issuance of convertible
debentures where the Floating Conversion Price at 85%
The Revenues and Net Profit contained in this table is an estimate and
based on the assumptions and expectations of its revenues, expenses, and
cash flow forthe projects, and are subject to the Company's ability to attain
its sales, revenues, at the price and costs estimated by the
Companysmanagement according to these assumptions and estimates and
are based on information available today. However, there may potentially
circumstances and events that could occur which may produce results that
could be materially different which may be material.
Page 44 of 66
-Translation-
Revenue (million Baht)

Net Profit (million Baht)
Number of Existing Shares (million
shares)- Qo (Remark1)
(Baht/share)
(Remark 2)
Average Price Per Share at year
end (Baht/Share)- Po
Fixed Conversion Price at 85% -Pe
Average Investment from
Convertible Debentures Per Year
(million Baht) (Remark 3)
Number of Newly Issued Shares to
Investor (million shares)-Qe
Total Number of shares (million
shares) Qo+Qe
(Baht/shares)
Average Price Per Share at year
end (Baht/share)
Year 0
(or Year
2013)
Year 1
(or Year
2014)
Year 2
(or Year
2015)
170.59
2.00
400.00
520.50
224.00
500.00
693.00
289.00
536.47
Year 3
(or
Year
2016)
904.00
354.00
566.81
0.005
0.448
0.539
0.625
12.00
12.00
12.00
12.00
0.06
5.38
6.46
7.49
4.57
166.67
5.49
166.67
6.37
166.67
36.47
30.33
26.16
400.00
536.47
566.81
592.97
0.005
0.418
0.510
0.597
12.00
0.06
12.00
5.01
12.00
6.12
12.00
7.16

1. New Increased Shares Capital based on EGM dated 1 /2014,
including issuance of warrants up to 100 million shares , but not include
other capital increase after the said shareholders meeting;
2. Applying P/E Ratio of the Company at 12.00 times based on PE Ratio
of Electronic Industry for reference only;.
3. According to an assumption of conversion for forecasts and for
reference only: For Tranche 1, with total amount of SGD 10 million or equivalent to
THB 250 million in the 1st year, and first half of 2nd year;
Page 45 of 66
-Translation-
For Tranche 2, with total amount of SGD 10 million or equivalent to

THB 250 million in the second half of 2ndyear and 3rd year;
Impact on shareholders, particularly Price Dilution, in each scenario of the
2 conversion prices:1) In case where the Fixed Conversion Price at 145% is chosen
Average Share Price Prior to the Offer of

Convertible Debentures (Baht/Share) at year
end- Po
Number of Existing Shares (million shares) - Qo
Average Share Price In Case Where Fixed
Conversion Price at 145% is chosen
(Baht/Share) at year end - Pe
Number of Newly Issued Shares to Investor
(million shares)-Qe
Total Number of Shares (million shares)
Qo+Qe
PE = (PoQo+PeQe)/(Qo+Qe)
Price Dilution = (Po-PE)/Po
Year 1
(or Year
2014)
Year 2
(or Year
2015)
5.38
6.65
Year 3
(or
Year
2016)
7.86
500.00
7.80
521.38
8.72
540.49
9.64
21.38
19.11
17.28
521.38
540.49
557.78
5.48
6.72
7.91
-1.86%
-1.05%
-0.64%

Summary: The exercise of right on fixed conversion willnot affect
shareholders from the impact of market price of share (price dilution) or the
minus is not up to 1% based on assumption that the Company utilizes
proceeds received from the issuance and offering of convertible debentures
accordingly to support its project development and growth, with higher net
profit margins.
Page 46 of 66
-Translation-
2) In case where the Floating Conversion Price at 85% is chosen
Average Share Price Prior to the Offer of

Convertible Debentures (Baht/Share) at year
end- Po
Number of Existing Shares (million shares) - Qo
Average Share Price In Case Where Fixed
Conversion Price at 145% is chosen
(Baht/Share) at year end - Pe
Number of Newly Issued Shares to Investor
(million shares)-Qe
Total Number of Shares (million shares)
Qo+Qe
PE = (PoQo+PeQe)/(Qo+Qe)
Price Dilution = (Po-PE)/Po
Year 1
(or Year
2014)
Year 2
(or Year
2015)
5.38
6.46
Year 3
(or
Year
2016)
7.49
500.00
4.57
536.47
5.49
566.81
6.37
36.47
30.33
26.16
536.47
566.81
592.97
5.32
6.41
7.45
1.12%
0.77%
0.53%

Summary: The exercise of right on fixed conversion will affect shareholders
from the impact of market price of share (price dilution) of not exceeding 2%
based on assumption that the Company utilizes proceeds received from the
issuance and offering of convertible debentures accordingly to support its
project development and growth, with higher net profit margins.
Impact on shareholders, particularly Control Dilution, in each scenario of
the 2 conversion prices
1) In the case where Fixed Conversion Price at 145% is chosen
Year 1
(or Year
2014)
Number of Newly Issue Shares to Investor
(million shares) -Qe
Total Number of shares (million shares) Qo+Qe
Control Dilution
21.38
Year 2
(or
Year
2015)
19.11
Year 3
(or
Year
2016)
17.28
521.38
4.10%
540.49
7.49%
557.78
10.36
%
Page 47 of 66
-Translation-
2) In the case where Floating Conversion Price at 85% is chosen

Year 1
(or Year
2014)
Number of Newly Issue Shares to Investor
(million shares) -Qe
Total Number of shares (million shares) Qo+Qe
Control Dilution
36.47
536.47
6.80%
Year 2
(or
Year
2015)
30.33
Year 3
(or
Year
2016)
26.16
566.81
11.79
%
592.97
15.68
%
Summary: In case where the conversion right is exercised, the voting right
of the Companys shareholders will be gradually reduced each year. The
impact of control dilution on existing shareholders in case where the Fixed
Conversion Price is chosen will be proportionately lower compared to in the
case where the Floating Conversion Price is chosen.
In case where the conversion right is fully exercised by using the
Fixed Conversion Price, the impact of control dilution will be less
than 11% of the paid-up capital after the capital increase.
In case where the conversion right is fully exercised by using the
Floating Conversion Price, the impact of control dilution will be less
than 16% of the paid-up capital after the capital increase.
3) In Worst Case Scenario that the Company offers and issue for sales
of Convertible Debentures to the Foreign Fund in full and the Fund has
converted all Convertible Debentures in full (Remark: Even though the
Company has intention to issue and offer for sales of Convertible
Debentures by sub-tranche gradually, but this is a required Case Study to
inform existing shareholders of Dilution Impact to Existing Shareholders on
a conservative approach)
3.1) Dilution in share price (Price Dilution) can be calculated with the
following equation:
Price Dilution =
(Po PE) / Po
where;
PE = (PoQo + PeQe) / (Qo + Qe)
Po = Existing share price which is equivalent to Thai Baht 2.61 per share
(average closing price of 15 days during 21 November 2013 13
Page 48 of 66
-Translation-
December 2013 preceding the date of the Board of Directors meeting on

18 December 2013)
Pe = Conversion price of convertible debentures which is equivalent to THB
1.92 per share (Remark: Using Floating Conversion Price at 85% of the
average closing prices per share on any 3 business days during 45
business days immediately preceding the relevant conversion date of the
convertible debentures that are drawn down. The conversion date is
determined to be on the date of the Board of Directors meeting by using
average closing prices per share on 3 business days which is equivalent to
Thai Baht 2.26 per share)
Qo = Number of existing shares which is equivalent to 400,000,000
shares
convertible debentures from the draw down for the whole amount of SGD 20
million or equivalent to THB 500 million which equals to 100,000,000 shares
(even though the issuance of convertible debentures for the whole amount
of SGD 20 million or equivalent to THB 500 million divided by conversion
price at THB 1.92 per share = 260,416,667 shares but the Board of
Directors has determined to limit newly issued common shares for
convertible debentures at only 100 million shares to cap dilution effect to
existing shareholders)
3.2) Dilution in shareholdings (Control Dilution) can be calculated with the
following equation:
Control Dilution =
(Qe / (Qo + Qe))
Where;
Qo = Number of existing shares which is equivalent to 400,000,000 shares
convertible debentures for whole amount which is equivalent to 100,000,000
shares
Page 49 of 66
-Translation-
Summary of Impact on the Shareholders
Dilution in share price (Price Dilution)

Dilution in shareholdings (Control Dilution)
In case where the investors

purchase and exercise the
rights to convert to ordinary
shares for whole amount
5.29%
20.00%
Remark:
The information contained in this presentation provides examples of impacts
on shareholders as a result of share price fluctuation following the issuance
of convertible debentures in compliance with the regulations of the Office of
the Securities and Exchange Commission with respect to reviewing this
presentation documents or attending the Extraordinary Meeting of the
Shareholders No. 1/2013 of the Company.
This presentation is confidential and is intended only for the
exclusive use of the shareholders of the Company and is prohibited
to reproduce (in whole or in part), retransmitted, summarize or
distribute by any shareholder to any other persons.
Nothing contained herein is, or shall be relied upon as, a promise
or representation, whether as to the past or the future and no
reliance, in whole or in part, should be placed on, the fairness,
accuracy, completeness or correctness of the information
contained herein. The information contained herein does not
constitute a forecast, suggestion or prediction by the Company or
its advisors as to the future share price or the future performance of
the Company's shares.
This presentation is based on the economic, regulatory, market and
other conditions as in effect on the date hereof. The Shareholders
are required to make their own independent investigation and
appraisal of the business, financial condition and share price of the
Company and all relevant impacts (including the dilution effect)
arising from or in connection with the issuance of the convertible
debentures by the Company.
The information herein was prepared by Starasia Capital (Thailand)
Page 50 of 66
-Translation-
Co., Ltd. of which was used to propose to the foreign fund in the
part of estimate of the Companys financial statements and is used
for calculation of the dilution effect for reference at the
Extraordinary Meeting of Shareholders No. 1/2014 dated January
13, 2014.
Additional Case Study
: Impact for shareholders based on share price fluctuation after sales and
issuance of convertible debentures is not applicable as the Company is in
process of Tender Offer resulting too aggressive share price volatility, not
under normal market condition, therefore, there is no Case Study to reflect
the Impact for shareholders based on share price fluctuation after sales and
issuance of convertible debentures for reference in this case.
Events requiring the Company to
: Any event as specified in the terms and conditions of the convertible
Issue New Shares Reserving for
debentures, including the events specified in Clause 17 of the Notification of
Conversion Right
Capital Market Supervisory Board No. Tor Chor. 16/2552 Re: Criteria,
Conditions and Procedures for Application for and Approval of the Offer for
Sale of Newly Issued Debentures to Investors in Foreign Countries
Other Conditions
: Depending on market condition at the time of offering of the convertible
debentures and other related factor
Relationship
: The investor who is offered for sale of the said convertible debentures by
the Company has no connection with the Company or the management
staffs of the Company, and is not the connected person as per the
Notification of Securities Exchange Commission of Thailand Re: Disclosure
of Information and Procedures of the Listed Companies for the connected
transactions B.E. 2546 (2003) and/or Notification of Capital Market
Supervisory Board regarding rules on proceedings of the connected
transaction. And, the offer for sale of convertible debentures at this time has
no condition or agreement with the investor on the period for holding of
shares, and will not cause any change of the management structure of the
Company.
Note: Details about the essence of the issue and offering of warrants to purchase common
stock of the Company and offering of convertible debentures according to information disclosed
through the Stock exchange of Thailand website (www.set.or.th) on January 14, 2014.
The Extraordinary General Meeting of Shareholders No.1/2014 held on February 13, 2014
resolved the Company to issue and offer for sales of the warrants to purchase ordinary shares of the
Page 51 of 66
-Translation-
Company No. 1 (EIC -W1) in the amount of not exceeding 100,000,000 units to the existing shareholders of
the Company on pro rata of shareholding (Right Offering) as proposed and, assigning Thailand Securities
Depository Co., Ltd. to act as the securities Registrar, and assigning the Executive Board or person(s)
assigned by the Executive Board to have power to determine the name list of shareholders who will be
allotted the warrants to purchase the shares No. 1 (EIC-W1) (Record Date), the closing date of the Shares
Register Book, and the date for allocation of the warrants to purchase ordinary shares of the Company No. 1
(EIC-W1), including the power to determine details and various conditions including necessary terms of rights
or terms in relation to the allocation of the newly issued warrants to purchase the shares No. 1 (EIC-W1) to the
existing shareholders of the Company. The Meeting also resolved the Company to issue and offer for sales
of the convertible debentures to a specific foreign investor (Private Placement) that is Advance Opportunities
Fund via a fund manager, Advance Capital Partners Ltd., in the amount of not exceeding SGD 20 million or an
equivalent amount of THB 500 million or an equivalent amount in other currencies; provided that the Company
would be able to issue and offer for sales of the convertible debentures in 2 tranches as follows:
- Convertible Debentures Tranche 1: value of not exceeding SGD 10 million or an equivalent
amount of THB 250 million, separated into 25 sub-tranches, which each sub-tranche will not exceed SGD
400,000 or an equivalent amount of THB 10 million.
- Convertible Debentures Tranche 2: value of not exceeding SGD 10 million or an equivalent
amount of THB 250 million, separated into 25 sub-tranches, which each sub-tranche will be equal to SGD
400,000 or an equivalent amount of THB 10 million.
Conversion Price
Conversion Price is equivalent to the principal amount of convertible debentures divided by
conversion price; provided that the holders of convertible debentures shall be entitled to choose either one of
the following conversion prices:
(1) 145% of the average of the daily traded volume weighted average prices per share for the 45
business days immediately prior to the following dates:
(a) in respect of the Tranche 1 Convertible Debentures: the date of the subscription
agreement of the Convertible Debentures;
(b) in respect of the Tranche 2 Convertible Debentures: the issue date of the Tranche 2
Convertible Debentures; or
(2) 85% of the average closing prices per share on any 3 consecutive business days during 45
business days immediately preceding the relevant conversion date of the convertible debentures.
The Board of Directors and/or person(s) authorized by the Board of Directors will consider the
market conditions at the time of the issuance of convertible debentures for the maximum benefits to the
Page 52 of 66
-Translation-
shareholders and for granting the following authority to the Board of Directors and/or person(s) authorized by
the Board of Directors:
- To determine or amend the details, methods and other conditions in connection with the issue and
offer for sale of convertible debentures as appropriate, such as the issue date of convertible
debentures, the amount of convertible debentures to be issued and offered on this occasion and on
each occasion in case the convertible debentures are separated for sales of several times, and other
conditions; provided that the Board of Directors is not allowed to amend material provisions of the
issue and offer for sale of convertible debentures to the foreign fund with respect to price, conversion
price, period of right exercise, expiry date of right exercise, reason for issuance of new shares,
method for allocation of convertible debentures, amount of ordinary shares which are reserved for
convertible debentures, and the offering price for sale of convertible debentures as described in the
detail of the convertible debentures, of which are presented to the shareholders meeting at this time;
- To enter into negotiations, agreements and to execute in documents and relevant agreements
including taking other actions in connection with such issuance and offer for sale of convertible
debentures; and
- To execute the application, requests for waiver, reports, and necessary documents and evidences in
connection with the issue and offer for sale of the said convertible debentures, sale result report,
disclosure of information, including to liaison with and to submit of such application, requests for
waiver, reports, documents and evidences to government agencies or relevant authorities, and to
proceed with the registration and listing of the Companys newly issued shares on the Stock
Exchange of Thailand, and to have power to take any other necessary and appropriate actions
related to the aforementioned in all respects.
2.2.6 Dividend Policy
The Companys current dividend policy is at least 50% of net profit after deducted
corporate income tax. However, the Company could change the dividend policy to be lower than
aforementioned if the Company needs to use the net income earned to expand the operating business, where
the Tender Offerers do not have a plan to change the dividend policy from the current one within 12 months of
the end of Tender Offer period.
Page 53 of 66
-Translation-
Part 4
Additional Information about the Tender Offer
1. Tender Offer Acceptance Procedure
Shareholders who wish to tender the securities of Electronics Industry Public Company Limited under
this Tender Offer at this time ("Offeree") must comply with the following procedures:
1.1 Complete and sign, correctly and clearly the Tender Offer Acceptance Form of Electronics
Industry Public Company Limited (Tender Offer Acceptance Form) enclosed in Appendix 4(2) for ordinary
shares and enclosed in Appendix 5(2) for NVDRs. Signature must be signed by the same signatory who
signed the documents related to the sale of every copy.
1.2 Enclose the following documents:
1.2.1 Certificate form
If shares are held in certificate form, all share certificate(s) must be endorsed with the signature
of the Offeree in the column labeled signature of the transferor on the back of each share certificate. Submit
the endorsed share certificate(s) together with 2 copies of the Offerees documentary evidence as mentioned
in Section 1.2.3(a)-(c), as the case may be. Signatures on the back of each share certificate must be the
same as those on documentary evidence.
In this representation in the Tender Offer would like to cooperate tendered for filing a response to
the tender offer. And presence of evidence tendered in accordance with 1.2.3 (a) - (c ) , within April 3, 2014
(or at least 2 business days before the last day of the offer period ) because the agent in the Tender Offer will
be taken to investigate and share certificates deposited with the company. TSD (Thailand) Co., Ltd. ("TSD"), a
securities registrar. If share certificates have been denied deposit of TSD Tender Agent shall notify the
intention to sell returns the share certificate.
In the event that the name or name prefix or last name of the shareholder stated on the
share certificate is not the same as stated in the Identification Card, the Offeree has to
complete the Request Form For Rectifying Items in the Securities Holder Record of
Thailand Securities Depository Co., Ltd. (TSD), enclosed in Appendix 7 and the
amended information must be the same as that stated in the Identification Card.
In case tendered as trustee. Must submit a copy of the court order appointing a trustee
to issue not more than one year from the date of submission of the Tender Offer. Copy
of the death certificate of the shareholders. Copy of the citizens of the estate. A certified
copy of the estate Signed and duly endorsed share certificate by a trustee.
In case the tendered is a minor, parent must sign the endorsed share certificate
together with a copy of the identification card and a copy of the parents of the parents
and minors and duly.
Page 54 of 66
-Translation-
In case of lost share certificates, the Offeree is required to contact with TSD to issue a
new share certificate. The issuance process will take approximately 2 weeks.
Therefore, the Offeree should contact TSD prior to the end of the tender offer period to
issue a new share certificate.
1.2.2 If shares are held in scripless form, deposited with TSD, the Offeree must contact and
submit the Offerees documentary evidence (as stated in section 1.2.3) 2 copies to his/her broker in order to
transfer tendered scripless shares into the following account of the Tender Offer Agent:
Account Name: Globlex Securities Co., Ltd. (Tender Offer)
Account Number: 230-000000142-2
1.2.3 Evidence of tendered
(a)
Individual
Thai Individual
A certified copy of a valid Identification Card, Civil Servant Identification or
State Enterprise Employee Card (in the case that the Civil Servant
Identification Card or State Enterprise Employee Card does not identify the
Offerees Citizen Identification Number or the Identification Card does not have
expiry date, a certified copy of his/her house registration is also required).
Foreign Individual
A certified copy of his/her Alien Certificate or Passport. (Valid Documents)
Signature duly the signature must match the signature of the signing of the
documents related to the sale of every copy.
(b)
Juristic person
Thai Juristic Person
- A copy of the affidavit issued by the Ministry of Commerce not more than 1
year prior to the expiration date of the tender offer period, certified by the
authorized signatory(ies) of the juristic person; and
- A certified copy of a valid Identification Card, Civil Servant Identification
Card, or State Enterprise Employee Card of the authorized signatory(ies) (in
the case that the Civil Servant Identification Card or State Enterprise Employee
Card does not identify the Offerees Citizen Identification Number, a certified
copy of his/her house registration is also required). In the case of the
Page 55 of 66
(c)
(d)
-Translation-
authorized signatory (ies) is a foreigner, a certified copy of his/her Alien

Certificate or passport is required.
Note: Thai Juristic Person is responsible for 3% withholding tax on the
commission fee and must issue Withholding Tax Certificate to the Tender Offer
Agent, which is Globlex Securities Company Limited.
Foreign Juristic Person
- A copy of the certificate of incorporation, memorandum of association, and
the affidavit, issued not more than 1 year prior to the expiration date of the
tender offer period, certified by authorized signatory(ies) of the juristic person;
and
- A certified copy of a valid Identification Card, Civil Servant Identification
Card, or State Enterprise Employee Card of the authorized signatory(ies) (in
the case that the Civil Servant Identification Card or State Enterprise Employee
Card does not identify the Offerees Citizen Identification Number, a certified
copy of his/her house registration is also required). In the case of the
authorized signatory (ies) is a foreigner, a certified copy of his/her Alien
Certificate or passport is required.
All documents must be certified by a notary public or other authorities in
the country where the documents were prepared and then authenticated by an
official of the Thai Embassy or Thai Consulate in the country where the
documents were prepared, all of which must be within 1 year prior to the
expiration date of tender offer period.
The Offeree is a company incorporated in a foreign country, which does not
carry on business in Thailand and is not subject to the regulations of the tax
treaty with Thailand on the exemption of income tax withholding
Tendered to enter the details of the cost of the shares to be offered for sale
Confirmation of Securities Cost Form" for the withholding tax paid on
Appendix 4 (3) for ordinary and Appendix 5 (3) for NVDRs. If the Offeree
does not specify a cost and did not show evidence of cost with cost
confirmation of securities Tender Agent to deduct tax at source by calculating
withholding taxes, the amount of securities tendered the full amount is
received.
If the Offeree is unable to file a tender offer to purchase securities yourself
Prepare Power of Attorney as specified in Appendix 4 (4) attached to the
tender offer for ordinary and appendix 5 (4) for NVDRs appointed attorney.
Page 56 of 66
(e)
1.3
-Translation-
And Baht 10 stamp duty ( in case you want to authorize the operation on a
single subject or Baht 30 in order to authorize the operation of more than one
subject ) and presence of evidence tendered (The grantor) and authorized by
Section 1.2.3 (a) - (b) above.
Preferred stock offering to pledge, mortgage or any other encumbrances
Tendered to contact TSD to perform the redemption of the pledge, mortgage
or encumbrance before the tender offer period.
If you have questions regarding the Tender Offer, please contact us

87/2 CRC Tower Building All Seasons Place, 12 Wireless Road, Lumpini Bangkok
10330
Tel: 02-672-5999 ext. 2521 and 2525
Fax: 02-672-5929
Contact person: K. Nongnuch Boriboontana and K. Chinachot Youngrot
Submission of the Tender Offer Acceptance Form
1.3.1 In case of shares held in certificate form:
Tendered for filing a response to the tender offer that enters together with the required
documentation as specified in clause 1.2 above, at the office of the Tender Agent
within the offer period from March 4, 2014 until April 8, 2014 between 8.30 am and
16.00 pm every day of the Tender Agent at the address below
87/2 CRC Tower Building All Seasons Place, 12 Wireless Road, Lumpini Bangkok
10330
Tel: 02-672-5999 ext. 2521 and 2525
Fax: 02-672-5929
Note: The Tender Offer Agent will not accept any documents in connection
with this tender offer submitted by mail.
The Tender Offer Agent will send share certificate to the TSD to check and convert in a
scripless form.
However, if there are circumstances that resulted in a delay in the transfer of rights in
shares, the Offeree may be paid later than scheduled. And in the case of any transfer
Page 57 of 66
-Translation-
of shares cannot be completed within a period to conclude the purchase of securities

with the fault of the Offeree, it shall be considered that the Tender Offer Form is void.
Therefore, if the Offeree in the case of share certificates who wish to be paid by a
specified period, the Offeree should submit the Tender Offer Form and supporting
documents at least one day prior to the last day of the Tender Offer period.
1.3.2 In case of shares held in scripless form
In the case of tendered shares deposited with TSD in scripless form through securities
brokerage, securities trading account tendered him, the Offeree shall file the Tender
Offer Form with supporting documents to broker who collects the Tender Offer Forms
and supporting documents to the Tender Offer Agent. The Offeree can submit the
Tender Offer Form with supporting documents to said broker within the offer period
from March 4, 2014 until April 8, 2014 during 08.30 am to 17.00 pm on all days of the
Tender Offer Agent.
1.3.3 In case of shares held in NVDRs
In the case of NVDRs, the Offeree must comply with the procedures listed in Appendix
5 attached to the Tender Offer Document. In practice, the sale of NVDRs will take
longer than script form or scripless form at least 1 day. There will be a step to convert
NVDRs into scripless to be offered to the Tender Offer Agent. The Tender Offer Agent
will not be able to buy NVDRs if the Offeree does not convert NVDRs in scripless form
within the Tender Offer period. For the benefit of the NVDRs holder and to offer for sale
within the Tender Offer period, NVDRs holders shall submit a Tender Offer Form at
least two business days before the last day of the Tender Offer period.
Page 58 of 66
-Translation-
2.
Purchase Procedure
The Tender Offerors express an interest to acquire all shares of the Company tendered by the Offeree
under this Tender Offer, except the cancellation terms by the Tender Offeror as specified in Part 1 section 9 of
this Tender Offer Document.
3.
Settlement and Payment Procedures

The Tender Offer Agent will make payment to the Offeree who submits the Tender Offer Acceptance
Form (without withdrawing his intention to sell) within 3 business days of the last day of the tender offer
period.
In case of the Offeree intends to sell shares in a form of a share certificate, the Tender Offerors and/or
the Tender Agent will make a payment after said share certificate has been checked and accepted by TSD
only. If said share certificate is rejected by TSD, the Tender Offerors and / or the Tender Agent will not make
any payment and notify the Offeree to pick up said share certificate from the Tender Offer Agent.
The Offeree can choose a method of receiving payment as specified in the Tender Offer Acceptance
Form 3 ways as follows:
3.1
Receive money transferred to bank account by Automatic Transfer System
Via a savings account or current account opened with the bank the account name must be the
same as the Offerees name in the Tender Offer Acceptance Form with attachments of a
certified copy of saving account and/or a certified copy of the bank statement of a current
account and signature. The Offeree will receive payment to his bank account within 5.00 p.m.
on the settlement date.
In the case of the Tender Offer Agent cannot transfer payment to said bank account under any
circumstances, the Tender Offer Agent reserves the right to pay the share price by cheque
payment. The Tender Offer Agent will inform the Offeree to collect the cheque in person or
delivered by registered mail as details in Section 3.2. In addition, in the event that the Offeree
fails to collect the cheque within April 11, 2014 (date of last payment), the Tender Offer Agent
will send a cheque to the Offeree in accordance with Section 3.3.
In case of the payment made to a current account, a bank will record said transfer in a Bank
Statement on the next working day, but the Offeree will receive said transfer on the settlement
date.
Page 59 of 66
3.2
-Translation-
Collecting cheque in person

The Offeree can collect the cheque personally or authorize a representative to collect the
cheque at the Tender Offer Agent as specified in Section 1.3 on the settlement date from 8.30
a.m. to 17.00 p.m.
In case, the Offeree is unable to collect the cheque within April 11, 2014 (date of last
payment), the Tender Offer Agent will send the cheque via registered mail to the address
specified in the Tender Offer Acceptance Form. In any case, if the cheque is mailed to the
address specified in the Tender Offer Acceptance Form, it shall be deemed that the Offeree
duly receives payment and the Offeree has no right to claim interest and / or any damages.
If the Offeree authorizes a representative to collect the cheque, a power of attorney appointing
the authorized representative is required and affixed with Bath 10 stamp duty and certified
copies of each document of the Offeree and the authorized representative, as set out in
Section 1.2.3 (a)-(d).
3.3
Send the cheque by mail to the address specified in the Tender Offer Acceptance Form
If Offerees chooses to receive payment via registered mail, the Tender Offer Agent will send a
cheque to the address specified in the Tender Offer Acceptance Form and will be delivered
within the settlement Date. The Offeree may receive payment later than the settlement date.
The Tender Offer Agent will issue a cheque of THE SIAM COMMERCIAL BANK PUBLIC
COMPANY LIMITED, Wireless Road Branch. In case the Offeree resides in other province, it
takes time for cheque clearing process of each bank, which may take more time.
4.
Right of securities holders who have expressed their intention to tender their securities
The Tender Offerors will make payments to the Offerees via the Tender Offer Agent under the method
of payment selected by the Offeree as described Section 3 of Part 4 as above. If any events that will result in
change to the tender offer price occur as stated in Section 8 of Part 1, the Tender Offerors will carry out the
following procedures:
(a)
In the case that the tender offer price is reduced
The Tender Offerors will make payment at the reduced price to all Offerees except in the
case that an Offeree who has expressed an irrevocable intention of the share sale prior to
the date on which the Tender Offerors change the tender offer price, the Tender Offerors will
make payment at the tender offer price prior to such change.
(b)
In the case that the tender offer price is raised
Page 60 of 66
-Translation-
The Tender Offerors will make payment at the raised price to all Offerees.
If an event occurs which results in the cancellation of the Tender Offer as set out in Section
9 of Part 1, the Tender Offerors shall return the securities to the Offeree within one business
day after day the cancellation of the Tender Offer.
5.
Conditions for cancellation of the intention to tender shares

5.1
The last day that the Offeree can cancel the intention to tender securities
The Offeree who fills in the Tender Offer Acceptance Form may cancel his intention to
sell securities during 8.30 a.m. to 5.00 p.m. of each business day during March 4, 2014, to March 31, 2014,
totaling 20 business days.
5.2
Cancellation Procedures
To cancel the intention to sell securities, the Offeree shall comply with the following
procedures:
5.2.1 Complete and sign the Tender Offer Cancellation Form as enclosed in
Appendix 6(2), correctly and clearly and signed by the Offeree.
5.2.2 Attached documents to cancel the tender consisting as follows;
5.2.2.1
Evidence of receipt of share certificate/stock transfer without
script through the TSD or NVDRs and enclosed the Tender
Acceptance Form.
5.2.2.2
Evidence of Offeree who cancels the intention to tender securities
(a)
Individual
Thai Individual
- A certified copy of ID card, Civil Servant Identification Card,
State Enterprise employee ID card or a card that has not expired
and the signature must match the signature of the signing of the
documents related to the sale of every copy. (In the case of the
Employee card, which does not specify the number of the
identification card must attach a copy ID card and certified true
copy as well).
For a foreign individual
- A certified copy of his/her Alien Certificate or passport and the
signature must match the signature of the signing of the
documents related to the sale of every copy.
Page 61 of 66
-Translation(b)
(c)
Juristic person
For a Thai juristic person
- A copy of the affidavit issued by the Ministry of Commerce not
more than 1 year prior to the expiration date of the tender offer
period certified by the authorized signatory(ies) of the juristic
person and affixed with the company seal (if any)
- A certified copy of the authorized signatory(ies)Ds Identification
Card, Civil Servant Identification Card or State Enterprise
Employee Card (in the case that the Civil Servant Identification
Card or State Enterprise Employee Card does not identify the
Offerees Citizen Identification Number, a certified copy of his/her
house registration is also required). In the case that the
authorized signatory (ies) is foreigner, a certified copy of his/her
Alien Certificate or passport is required.
For a foreign juristic person
- A copy of the certificate of incorporation, memorandum of
association, and the affidavit, issued not more than 1 year prior to
the expiration date of the tender offer period, certified by the
authorized signatory (ies) of the juristic person.
- A certified copy of the authorized signatory(ies)Ds Identification
Card, Civil Servant Identification Card or State Enterprise
Employee Card (in the case that the Civil Servant Identification
Card or State Enterprise Employee Card does not identify the
Offerees Citizen Identification Number, a certified copy of his/her
house registration is also required). In the case that the
authorized signatory (ies) is foreigner, a certified copy of his/her
Alien Certificate or passport is required. All documents must be
certified by a notary public or other authorities in the country
where the documents were prepared and then authenticated by
an official of the Thai Embassy or Thai Consulate in the country
where the documents were prepared, all of which must be within
1 year prior to the expiration date of the tender offer period.
In case of Offeree is represented by an authorized representative,
the documents required are the power of attorney as appendix 4
(4) attached to the tender offer. For ordinary, as appendix 5 (4)
Page 62 of 66
-Translation-
attached to the tender offer for NVDRs to appointing the

authorized representative affixed with Bath 10 Stamp duty or 30
baht in order to authorize the operation of more than one subject
and a certified copy if each of the documents of the authorized
person and the authorized representative in section 5.2.2.2 (a)-(b)
mention above.
5.2.3 Submit the completed Tender Offer Revocation Form together with the
required documents specified in section 5.2.2 as bellows
87/2, CRC Tower, All Seasons Place, 12 Fl, Wireless Road, Lumpini Bangkok 10330
Tel: 02-672-5999 ext. 2521 and 2525
Fax: 02-672-5929
Note: The Tender Offer Agent will not accept any documents in connection
with this tender offer submitted by mail.
5.2.4
After receiving and verifying a completed Tender Offer Revocation Form
and the required documents which have been submitted within the cancellation period, the Tender Offer
Agent will proceed as follows:
(a)
In the case of Share certificates
The cancellation of the tendered must complete and sign a form to cancel
the tender and filed with copies of documents under Section 5.2.2. The
Tender Offer Agent will return the share certificates to the Offeree making
the cancellation or its authorized representative on the business day
following the submission date of the Tender Offer Cancellation Form and
attachments at the office of the Tender Agent at the address specified in
Section 5.2.3.
(b)
In the case of Scripless shares though TSD (for transferring shares to the
Offerees broker account)
There is share transfer fee of Baht 50 per transaction. The Tender Offer
Agent will transfer the shares through TSD to the Offerees broker account
as specified in the Tender Offer Cancellation Form on the business day
following the submission date of the Tender Offer Cancellation Form and
documentation according to Section 5.2.2.
Page 63 of 66
-Translation-
Note: The Offeree who makes a cancellation will receive a share

certificate or scripless as originally offered. It cannot change the form of
those shares.
6.
Determination of the Offer Price

6.1
The rational of the offer price
The offer price at Baht 3.50 per share is the price that the Tender Offerors acquired ordinary
shares as of January 17, 2014 after Tender Offerors acquired ordinary shares of the Company in the amount
of 205,409,600 shares at Baht 1.25 under Share Purchase Agreement date November 28, 2013 between the
Tender Offerors and Mr. Withaya Chakphet and other shareholders.
6.2
The highest tender offer price acquired by the Tender Offeror or any related parties in
Section 258 during 90 days prior to the date of submission of Tender Offer to the SEC
The highest price that the Tender Offerors acquired ordinary shares of the Company during
90 days before this Tender Offer is Baht 3.50 per shares.
7.
Acquisition of shares before submission of the tender offer (only in case of partial tender offer under
Chapter 5 of the Notification of the Capital Market Supervisory Board No.Thor Jor.12/2554)
- Not applicable in this case-
Page 64 of 66
-Translation-
Part 5
Certification of the Information
We hereby certify that:
(1)
We are committed to execute this Tender Offer;
(2)
The Offering Price in this Tender Offer has been determined in accordance with the Notification of
Capital Market Supervisory Board No. ThorJor 12/2554,
(3)
We have full intention to proceed with the plan which we have indicated in this Tender Offer; and
(4)
All information contained in this Tender Offer is correct, accurate, complete and there is no
information that may lead other persons to any misunderstanding in all material aspect and no
concealment is made.
- Companys Seal Affixed-
Signed - SignatureThai Prime Co., Ltd.

(Mr. Bee Taechaubol)
Director
Signed - Signature(Mr. Bee Taechaubol)
Tender Offerors
We, as assigned to prepare this Tender Offer, have complied with all requirements stated in the Notification of
the SEC Re: Approval for Financial Advisor and a Scope of Work and hereby certify that;
(1)
we have reviewed and consider that the information regarding the Tender Offerors disclosed in this
Tender Offer document is correct, accurate, complete, and there is no information that may lead
other persons to any misunderstanding in any material respect, as well as there is no concealment of
any material information which should be disclosed;
(2)
we have reviewed the financial evidence and consider that the Tender Offerors can fulfill the
obligations as stated in the Tender Offer;
(3)
we have reviewed the business policy and plan for the Business as stated in Section 2 of Part 3
regarding the details of the Business and believe that;
(a)
The Tender Offerors can carry out the policies and plans for business operations as
mentioned;
Page 65 of 66
-Translation-
(b)
(4)
(5)
Assumptions for determining the policies and plans for business operation are reasonable;
and
(c)
The effects on the Business or the securities holders are clearly and adequately explained;
Evidence of the acquisition of the Companys securities by the Tender Offerors and/or persons
prescribed under Section 258 during the 90-day period prior to the submission of the Tender Offer
document and the Offering Price. We consider it to conform to the regulation under Notification of
Capital Market Supervisory Board No. ThorJor 12/2554; and
We have carefully and prudently studied and reviewed the completeness and accuracy of the
information contained in this Tender Offer and view that the information is complete and correct and
there is no misleading information in any material respects and there is no concealment of any
material information.
Asset Pro Management Co., Ltd.
- Companys Seal Affixed-
Signed SignatureMr. Somphob Sakpan

CEO
Signed SignatureMr. Seksan Thanopajai
Director and First Vice President
Tender Offer Preparer
Page 66 of 66

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ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

(Mr. Thanabodhi Swasdisri)

Tender Offer to Purchase Securities

ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

Form March 4, 2014 April 8, 2014

Globlex Securities Company Limited

Asset pro management Company Limited

Tender Offer (Form 247-4)

- Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

Summary of the Tender Offer

Information of the Tender Offerors

Information of Electronics Industry Public Company Limited

Tender Offer (Form 247-4)

- Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

4. Tender Offer Acceptance Procedure and Forms

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Shareholders of Electronics Industry Public Company Limited

Name of the Tender Offer

Name of the Tender Offer Preparer

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Type and Class of Securities Offered to Purchase

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Mr. Chang Chien-Chaun

Tender Offer Period

Conditions for Changes in the Tender Offer

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Conditions for Change of the Tender Offer

Source of Funds for the Tender Offer

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Name of Tender Offer Agent

Globlex Securities Co., Ltd.

02-672-5999 ext 2521, 2525

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Information of the Tender Offerors

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Thai Prime Company Limited

List of Board of Directors as of December 13, 2013

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Information of the Tender offer Preparer

Asset Pro Management Company Limited

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Legal Outsource Company Limited

Date of the contract/agreement/memorandum of understanding: 28th November 2013

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Seller: Dherakupt International Law Office Ltd.

Tender Offer (Form 247-4)

Electronics Industry Public Company Limited

Mr. Withaya Chakphet

Note: Mr. Luca Giacomo Pietro Roveda is professional management with

Tender Offer (Form 247-4)