S Agm 2015 Invitation en 02

Invitation to the 2015
Annual General Meeting of Shareholders

Singha Estate Public Company Limited
Wednesday, 22 April 2015, at 1.30 p.m.

Grand Ballroom 1, the Intercontinental Bangkok Hotel
973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330
Important Notes:
1. The meeting registration starts 11.30 .
2. For the convenience in the registration process, please present the Registration Form
for registration.
3. The Company would like to inform of No distribution of souvenirs for the 2015 AGM
in order to support the Thai Investors Associations campaign for listed companies to stop
distributing souvenirs in their shareholders meetings. However, the Company will provide a
set of drink and coffee break to the shareholders or their attending proxies.
No. IR/2558/012
7 April 2015
Subject: Invitation to the 2015 Annual General Meeting of Shareholders
To: Shareholders of Singha Estate Public Company Limited
Attachments: 1. Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014 held on 9 June
2014
2. The 2014 Annual Report in CD-ROM (showing the 2014 Financial Statements)
3. Profiles of the Nominated Directors (Document for Consideration of Agenda 5)
4. Director Nomination Process and Definition of Independent Director (Document for
Consideration of Agenda 5)
5. Information Memorandum on the Acquisition of Assets of Singha Estate Public Company
Limited in relation to the Purchase of Ordinary Shares of Nirvana Development Co., Ltd.
and the Subscription for Newly Issued Ordinary Shares of Nirvana Development Co., Ltd.
(Document for Consideration of Agenda 8)
6. Opinions of the Independent Financial Advisor on the Investment Transaction in Nirvana
Development Co., Ltd. (Document for Consideration of Agenda 8)
7. Details of the Warrants to Purchase Ordinary Shares of the Company (Document for
Consideration of Agenda 11)
8. Capital Increase Report Form (F 53-4) (Document for Consideration of Agenda 13)
9. Evidence to be Presented for Attending the Meeting
10. List of the Companys Independent Directors for Proxy Granting
11. The Companys Articles of Association relating to Shareholders Meeting
12. Map of Meeting Venue
13. Registration Form (please present this form for registration.)
14. Proxy Form
The meeting of the Board of Directors of Singha Estate Public Company Limited (the Company) No.
1/2015 dated 27 February 2015 has passed a resolution to convene the 2015 Annual General Meeting of
Shareholders (the 2015 AGM) on Wednesday, 22 April 2015, at 1.30 p.m. at Grand Ballroom 1, the
Intercontinental Bangkok Hotel, at 973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330.
In order to determine the 2015 AGM agenda, the Company had announced on its website to invite
shareholders to propose agenda in advance from 1 November 2014 to 31 January 2015. There was no
agenda proposed from the shareholders. The Company; therefore, would like to announce the agenda
proposed by the Board of Directors as follows:
Agenda 1 To acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No.
1/2014 held on 9 June 2014
Facts and rationales:
According to Section 96 of the Public Limited Companies Act B.E. 2535 (1992) (as amended), the
Company is required to prepare the minutes of the shareholders meeting no later than 14 days from the
meeting date.
The Company had convened the Extraordinary General Meeting of Shareholders No. 1/2014 on 9
June 2014. Copies of the minutes of the meeting were submitted to the Stock Exchange of Thailand and the
Office of the Securities and Exchange Commission within 14 days. The Company has also disclosed the
minutes on the Companys website, details of which are appeared in Attachment 1.
Board of Directors opinion:
It is deemed appropriate to propose to the 2015 AGM to acknowledge the minutes of the
Extraordinary General Meeting of Shareholders No. 1/2014.
Voting required to pass the resolution:
No vote casting is required because this agenda is for acknowledgement.
Agenda 2 To acknowledge the Companys 2014 operating results

The Companys operating results of the year 2014 have been summarized as appeared on page 26 -
31 of the 2014 Annual Report (Details as shown in Attachment 2).
It is deemed appropriate to propose to the 2015 AGM to acknowledge the Companys operating
results of the year 2014, which can be summarized as follows:
Page 2 out of 17
2014 2013 % Change
(THB mn) (THB mn)
Revenues 362.4 260.8 39%
Revenue from sales of house and condominium units 142.8 0.0 N/A
Revenue from services 219.6 260.8 (16%)
Costs (231.6) (96.4) 140%
Costs of house and condominium unit sold (113.0) 0.0 N/A
Costs of services (118.6) (96.4) 23%
Gross profit 130.8 164.4 (20%)
Gross profit from house and condominium unit sold 29.7 0.0 N/A
Gross profit from services 101.0 164.4 (39%)
Selling and admin expenses (386.2) (142.2) 172%
Profit (loss) from operation (255.4) 22.2 (1,252%)
Other income 40.0 13.9 187%
Profit (loss) before interest and income taxes (215.4) 36.1 (696%)
Financial costs (28.1) (0.9) 2,926%
Frofit (loss) before income taxes (243.4) 35.2 (792%)
Income taxes (6.2) (9.0) (32%)
Profit (loss) for the period (249.6) 26.1 (1,055%)
No vote casting is required because this agenda is for acknowledgement.
Agenda 3 To consider and approve the financial statements for the year ended 31 December 2014
According to Section 112 of the Public Limited Companies Act B.E. 2535 (1992) (as amended) and
Article 57 of the Companys Articles of Association, the Company is required to prepare balance sheet and the
profit and loss statements to propose to the annual general meeting of the shareholders for consideration and
approval.
Audit Committees opinion:
The Audit Committees meeting No. 2/2015 dated 20 February 2015 has reviewed the audited
financial statements of the Company and its subsidiaries for the year ended 31 December 2014 and found that
they were accurate, complete, and credible, with adequate information disclosed.
The Board of Directors meeting No. 1/2015 dated 27 February 2015 has considered such financial
statements and has no opinion different from those of the Audit Committee. Therefore, it is deemed
appropriate to propose to the 2015 AGM to consider and approve the financial statements for the year ended
31 December 2014 of the Company, whereby the financial statements have been audited and certified by the
Companys auditors and reviewed by the Audit Committee. Details are appeared on pages 88 - 145 of the
2014 Annual Report (Details as shown in Attachment 2).
Page 3 out of 17
A majority vote of the shareholders who are present at the meeting and entitled to vote. In case of a
tie, the chairman of the meeting shall cast one extra vote to reach a final decision.
Agenda 4 To consider and approve the omission of the dividend payment for the operating results
of the year 2014 and the non-appropriation of the legal reserve
According to Sections 115 and 116 of the Public Limited Companies Act B.E. 2535 (1992) (as
amended) and Articles 49 and 52 of the Companys Articles of Association, they are required that
1) the appropriation of legal reserve and annual dividend payment must be approved by the annual
general meeting of the shareholders;
2) the Company must appropriate at least 5 percent of its annual net profit as legal reserve, less
accumulated loss brought forward (if any) until the legal reserve reaches an amount of not less
than 10 percent of its registered capital;
3) no dividend shall be paid other than out of profits. If the Company has accumulated loss, no
dividend shall be paid.
It is deemed appropriate to propose to the 2015 AGM to consider and approve the omission of the
dividend payment for the operating results of the year ended 31 December 2014 and the non-appropriation of
the legal reserve due to the net loss operating results and the requisition of business working capital.
Agenda 5 To consider and approve the appointment of directors who retire by rotation of the year
2015
According to the Public Limited Act Companies B.E. 2535 (1992) (as amended) and Article 18 of the
Companys Articles of Association, at every annual general meeting of the shareholders, one-third (1/3) of the
directors shall retire, or if the number of directors is not a multiple of three, the number of directors closest to
one-third (1/3) shall retire. A director who has been in the office for the longest shall retire and such director
who retires by rotation may be re-elected.
The directors who retire by rotation at the 2015 AGM are:
1. Mr. Longlom Bunnag
2. Mr. Nattavuth Mathayomchan
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In addition, there is a vacant position following the resignation of Mr. Rapi Pinijchob on 12 September
2014 whose term of office also expires at this time, and the Board of Directors meeting No. 2/2015 dated 11
March 2015 has passed a resolution to propose to the 2015 AGM to consider and approve the appointment of
a new director (an independent director), i.e. Mr. Thanavath Phonvichai, to replace the vacant position due to
the resignation of Mr. Rapi Pinichob whose term of office expires at this time.
The Company has announced on its website providing an opportunity for minor shareholders to
nominate candidate(s) with qualifications pursuant to the laws regarding securities and exchange to be
elected as the Companys directors from 1 November 2 0 1 4 to 31 January 2 0 1 5 . However, there was no
director candidate nominated by minor shareholders.
The Board of Directors meeting No. 1/2015 dated 27 February 2015, excluding those who had
conflict of interest, deemed it appropriate to propose to the 2015 AGM to consider and approve the
appointment of directors who retire by rotation to resume their offices for another term and to hold the same
position(s) in the sub-committees, and the appointment of the new director to replace the director who retires
by rotation, namely:
1. Mr. Longlom Bunnag
2. Mr. Nattavuth Mathayomchan
3. Mr. Thanavath Phonvichai (replacing the vacant position due to the resignation of Mr. Rapi
Pinijchob who resigned prior to the end of his term)
The two retiring directors and the nominated director as the new director possess are duly qualified
under the Articles of Association of the Company, the Public Limited Companies Act, the Securities and
Exchange Act, and requirements of the Office of the Securities and Exchange Commission and the Stock
Exchange of Thailand. In addition, they possess knowledge, capability, expertise, and experience, as well as
are suitable in terms of variety of qualifications of the Board of Directors in general. They can also devote their
time and expertise for the maximum benefits of the Company as well as to all shareholders and stakeholders.
Therefore, they are suitable to hold the Companys directors. (Summary of the biography of the nominated
directors is appeared in Attachment 3.)
Agenda 6 To consider and approve the 2015 remuneration for the Companys directors
Article 34 of the Companys Articles of Association provides that directors are eligible for
remuneration in forms of reward, meeting fee, pension, bonus or other remunerations according to the Articles
Page 5 out of 17
of Association or the resolution of shareholders meeting. It may be prescribed in fixed amount or establish the
rules and prescribed for particular circumstance(s) or being perpetual rules until be changed by the
shareholders meeting resolution. Moreover, a director shall have a right to receive allowance and welfare
according to the Companys rule.
Section 90 of the Public Limited Companies Act B.E. 2535 (1992) (as amended) requires that the
remuneration for directors shall be approved by the shareholders meeting with a vote of not less than two-
thirds (2/3) of the total number of votes of shareholders who attend the meeting.
The Board of Directors meeting No. 1/2015 dated 27 February 2015 has considered the
remuneration of the Board of Directors by taking into account the appropriateness and the directors
responsibilities, and linking the remuneration with the Companys overall performance, as well as comparing
with peers of similar size in the same business. Therefore, it is deemed appropriate to increase directors
remuneration so that it can be benchmarked with peers in the same business to encourage the Companys
directors to contribute and perform at their best effort. The Board of Directors; therefore, has passed a
resolution to propose to the 2015 AGM to consider and approve the determination of the directors
remuneration for the year 2015 as follows:
Privileges for rooms and services
Meeting Allowance at any of the Companys and its
Bonus
(Baht/Person/Time) subsidiaries hotels
Positions (Baht/Person/Year)
Year 2015 Year 2015 Year 2015
(Proposing Year 2014 (Proposing Year 2014 (Proposing Year 2014
Year) Year) Year)
Board of Directors - The Board of 100,000 -
Chairman 50,000 10,000 Directors may
Director 30,000 5,000 consider and
Sub-Committees (consisting - determine the bonus - -
of the Audit Committee, the as deemed
Risk Management appropriate, based
Committee, and other sub- on the Companys
committees to be appointed operating results
in the future (if any), e.g. the each year. The total
Nomination and remuneration, i.e.
Remuneration Committee, bonus and meeting
and the Corporate allowance, must not
Governance Committee, exceed Baht 3
etc.) million.
Chairman 30,000 7,000
Member 20,000 5,000
Page 6 out of 17
Not less than two-thirds (2 /3 ) of the total number of votes of shareholders who are present at the
meeting.
Agenda 7 To consider and approve the appointment of the auditors and determination of the 2015
audit fee
According to Sections 120 and 121 of the Public Limited Companies Act B.E. 2535 (1992) (as
amended) and Articles 60 - 62 of the Companys Articles of Association, the annual general meeting of the
shareholders shall appoint auditors every year, and the former auditors may be re-appointed. The
shareholders meeting shall determine the audit fee. The auditors must not be the Companys directors,
officers, employees or persons holding any position or having any duty in the Company.
Audit Committees opinion:
The Audit Committees meeting No. 2/2015 dated 20 February 2015 has considered qualifications of
the auditors based on their performance, independence and audit fee, and expressed their opinions to the
Board of Directors to propose the appointment of the following auditors from PricewaterhouseCoopers ABAS
Limited to be the Companys auditors for the year 2015, namely:
1. Mr. Vichien Khingmontri Certified Public Accountant No. 3977, or
2. Mrs. Anutai Poomsurakul Certified Public Accountant No. 3873, or
3. Miss Varaporn Vorathitikul Certified Public Accountant No. 4474.
The nominated auditors do not have any relationship and/or conflict of interest with the Company,
subsidiaries, managements, major shareholders or related persons of the foregoing parties.
It is also proposed to determine the audit fee for the year 2015 (including audit fees of other
subsidiaries) in the amount of Baht 3,320,000, and in the case that the Company has obtained an approval
from the 2015 AGM for investment in Nirvana Development Co., Ltd. as per the details appeared in Agenda 8
below, the audit fee for the year 2015 (including audit fees of other subsidiaries) shall be increased to be Baht
4,920,000.
The Board of Directors meeting No. 1/2015 dated 27 February 2015 has considered the appointment
of the auditors and the determination of the 2015 audit fee as approved by the Audit Committee and deemed it
appropriate to propose to the 2015 AGM to consider and approve the appointment of the auditors and
determination of the 2015 audit fee as per the opinions of the Audit Committee.
Page 7 out of 17
Agenda 8 To consider and approve the investment in Nirvana Development Co., Ltd.
The Board of Directors meeting No. 1/2015 dated 27 February 2015 has passed a resolution of
approval of the investment in Nirvana Development Co., Ltd. (Nirvana) by (a) acquiring 3,649,993 ordinary
shares (representing 51 percent of the total ordinary shares of Nirvana) at an acquisition price of Baht 485.44
per share, totaling to a value of not exceeding Baht 1,771,843,024, from (1) Good Prosper Holding Limited
and (2) Compile House Company Limited, which are not connected persons of the Company, for which the
Company will pay in kind with 186,509,792 newly issued ordinary shares of the Company at Baht 9.5 per
share, which is not less than 90 percent of the market price (more details appear in Attachment 8); and (b)
subscribing for newly issued ordinary shares of Nirvana, by paying in cash, in the number of not exceeding
831,724 shares, at Baht 383.24 per share, totaling to a value of not exceeding Baht 318,749,906. The total
combined transactions amount to a value of not exceeding Baht 2,090,592,930. In addition, the Board of
Directors approved the Company to enter into the Share Purchase and Share Subscription Agreement and
other relevant agreements as required for the transaction.
The share acquisition transaction is considered as the acquisition of assets in accordance with the
Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into Material
Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008, and the Notification of the
Board of Governors of the Stock Exchange of Thailand (the SET) Re: Disclosure of Information and Other
Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004) dated 29
October 2004 (the Notification on Acquisition or Disposal). The highest transaction value is equal to 21.50
percent on a total value of consideration basis. When coupled with other asset acquisition transactions
entered into during the previous six months before the date of this transaction, the aggregate value of the
transactions will be 63.66 percent on a total value of consideration basis, hence considered a Class 1
transaction in accordance with the Notification on Acquisition or Disposal. Therefore, the Company is required
to disclose the information memorandum on such transaction to the SET (Attachment 5), and to hold a
shareholders meeting to consider the approval of the transaction with the vote of not less than three-fourths of
the total number of votes of shareholders attending the meeting and having the right to vote (not include the
votes from the shareholders who have a special interest on such agenda). Moreover, the Company is required
to appoint an independent financial advisor to opine on the reasonableness of the transaction (Attachment 6)
and submit to the SET and shareholders of the Company.
The Board of Directors meeting No. 1/2015 has duly considered this transaction with carefulness and
deliberateness, by taking into account the best benefits of the shareholders and the Company and deemed
that the investment in Nirvana will generate high return on investment and long-term business growth to the
Company. Nirvanas brand, personnel, experience and other resources are good shortcuts for the Company to
Page 8 out of 17
step into horizontal real estate business. The Board of the Directors; therefore, approved to propose to the
2015 AGM to consider and approve the investment in Nirvana, and to authorize the Board of Directors, the
Managing Director and/or their designated person to do any of the following acts:
- to determine details, amend terms and conditions, sign documents necessary for and relating to
the investment in Nirvana, including negotiate terms and conditions of Share Purchase and Share
Subscription Agreement, Shareholders Agreement and other documents relating to the
investment in Nirvana;
- liaise and seek waiver relating to documents with the government authorities or relevant
authorities, financial institutions and persons or agencies relating to the investment in Nirvana; and
- to undertake any acts relating to or necessary for the investment in Nirvana.
Summary of the Independent Financial Advisors opinions:
The Board of Directors of the Company has passed a resolution to appoint SCMB Co., Ltd. as the
Independent Financial Advisor to opine the investment in ordinary shares in Nirvana. In summary, the
Independent Financial Advisor has opined that the investment in ordinary shares in Nirvana by the Company is
reasonable and beneficial to the Company, enable the Company to accelerate growth and recognize revenue
immediately which will enhance the long-term value to shareholders. Therefore, the shareholders of the
Company should approve this transaction. (Additional details are appeared in Attachment 6.)
Not less than three-fourths (3/4) of the total number of votes of shareholders who are present at the
meeting and entitled to vote, excluding the votes of shareholders who have conflict of interest.
Agenda 9 To consider and approve the increase of the Companys registered capital by Baht
2,635,940,054 from the existing registered capital of Baht 4,712,350,732 to the total
registered capital of Baht 7,348,290,786 by issuing 2,635,940,054 newly issued ordinary
shares, with a par value of Baht 1 per share, to be allocated (1 ) to specific persons
(Private Placement) as payment for the ordinary shares of Nirvana Development Co.,
Ltd., (2) to the existing shareholders in the proportion of shareholding (Rights Offering)
and (3) to be reserved for the exercise of warrants to purchase ordinary shares of the
Company
As a result of the consideration and approval of the investment in Nirvana Development Co., Ltd.
(Nirvana) by acquiring ordinary shares and making payment in kind with newly issued ordinary shares of the
Company, the Company plans to issue and offer new ordinary shares to the existing shareholders in the
proportion of shareholding (Rights Offering) and to issue warrants to purchase ordinary shares of the
Company for allocation to the existing shareholders who subscribed for and made subscription payment for
Page 9 out of 17
the newly issued ordinary shares which are offered to the existing shareholders in proportion of their
shareholding (Rights Offering).
According to Article 45 of the Companys Articles of Association, the Company may increase its
capital by the issuance of new shares with a resolution of a shareholders meeting by a vote of not less than
three-fourths (3/4) of the total number of votes of shareholders who are present at the meeting and entitled to
vote.
The Board of Directors meeting No. 1/2015 dated 27 February 2015 has approved to propose to the
2015 AGM to consider and approve the increase of the Companys registered capital by Baht 2,635,940,054
from the existing registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786
by issuing 2,635,940,054 newly issued ordinary shares, with a par value of Baht 1 per share, to be allocated
(1) to specific persons (Private Placement) as payment for the ordinary shares of Nirvana, (2) to the existing
shareholders in the proportion of shareholding (Rights Offering) and (3) to be reserved for the exercise of
warrants to purchase ordinary shares of the Company.
The Board of Directors also approved to propose to the 2015 AGM to consider and approve to
authorize the Board of Directors, the Managing Director and/or their designated person to undertake any acts
necessary for or relating to the increase of the Companys registered capital, as deemed fit, and to undertake
any acts necessary for or relating to the matter on behalf of the Company until completion.
meeting and entitled to vote.
Agenda 10 To consider and approve the Amendment to Clause 4 of the Companys Memorandum
of Association in order to be in line with the capital increase
As a result of the consideration and approval of the increase of the Companys registered capital from
the existing registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786, and
in order to legitimate such capital increase, it is necessary for the Company to propose the 2015 AGM to
consider and approve the amendment to Clause 4 of the Companys Memorandum of Association to be in line
with the capital increase by cancelling the existing statement and replacing with the statement as follows:
Clause 4. The registered capital of Baht 7,348,290,786 (seven thousand three hundred
forty eight million, two hundred ninety thousand
seven hundred and eighty six Baht)
Divided into 7,348,290,786 shares (seven thousand three
hundred forty eight million, two hundred ninety
thousand seven hundred and eighty six shares)
Page 10 out of 17
With the par value of Baht 1 (one Baht) each,
Categorized into
Ordinary Shares 7,348,290,786 shares (seven thousand three
hundred forty eight million, two hundred ninety
thousand seven hundred and eighty six shares)
Preference Shares - shares
According to Article 43 of the Companys Articles of Association, the amendment to the Memorandum
of Associations requires a resolution of the shareholders meeting with a vote of not less than three-fourths
(3/4) of the total number of votes of shareholders who attend the meeting and have the right to vote.
2015 AGM to consider and approve the amendment to Clause 4 of the Companys Memorandum of
Association in order to be in line with the capital increase.
Agenda 11 To consider and approve the issuance and offering of warrants to purchase ordinary
shares of the Company for allocation to the existing shareholders who subscribed for
and made subscription payment for newly issued ordinary shares of the Company which
are offered to the existing shareholders in proportion of their shareholding (Rights
Offering)
As a result of the consideration and approval for the increase of the Companys registered capital,
and to motivate the existing shareholders to subscribe for newly issued ordinary shares of the Company and
to increase its liquidity, the Company wishes to issue and offer warrants to purchase ordinary shares of the
Company for allocation to the existing shareholders who subscribed for and made subscription payment for
newly issued ordinary shares of the Company which are offered to the existing shareholders in proportion of
their shareholding (Rights Offering).
2015 AGM to consider and approve the issuance and offering of warrants to purchase ordinary shares of the
Company (the S - W1) for allocation to the existing shareholders who subscribed for and made subscription
payment for newly issued ordinary shares of the Company which are offered to the existing shareholders in
proportion of their shareholding (Rights Offering) at the ratio of 1 allocated newly issued ordinary share to 2
units of the warrants to purchase ordinary shares of the Company at no cost. In this regard, 1 unit of warrants
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to purchase ordinary shares of the Company can be exercised to purchase 1 newly issued ordinary share and
the exercise price is Baht 15 per new ordinary share. Detail of the warrants to purchase ordinary shares of the
Company is set out in Attachment 7.
Agenda 12 To consider and approve the allocation of newly issued ordinary shares of the Company
to the specific persons (Private Placement), i.e. (1) Good Prosper Holdings Limited and
(2 ) Compile House Company Limited in proportion of their shareholding in Nirvana
Development Co., Ltd. to be sold to the Company
As a result of the consideration and the approval of the investment in Nirvana Development Co., Ltd.
(Nirvana) and the increase of the Companys registered capital, it is necessary to consider the agenda of the
allocation of newly issued ordinary shares of the Company to the specific persons (Private Placement) in
proportion of the shareholding in Nirvana to be sold to the Company as the payment to the sellers for the
ordinary shares in Nirvana.
2015 AGM to consider and approve the allocation of 1 8 6 ,5 0 9 ,7 9 2 newly issued ordinary shares of the
Company, with a par value of Baht 1 each, at Baht 9.5 per share, totaling Baht 1,771,843,024 to the specific
persons (Private Placement), i.e. (1) Good Prosper Holdings Limited and (2) Compile House Company Limited
in proportion of their shareholding in Nirvana to be sold to the Company. These 2 specific persons are not the
connected parties of the Company. Detail of the allocation is set out below (Detail of the allocated persons and
Shareholding proportion in the Company after the allocation appears in Attachment 5):
Number of Price Per Share Total Value
Allocated Person
Allocated Shares (Baht Per Share) (Baht)
1 Good Prosper Holdings Limited 178,845,349 9.5 1,699,030,815.50
2 Compile House Company Limited 7,664,443 9.5 72,812,208.50
Total 186,509,792 9.5 1,771,843,024
The price of newly issued ordinary shares allocated to the specific persons shall be at Baht 9.5 per
share, which is not less than 90 percent of the market price (the Market Price means the weighted-average
price of the Companys ordinary shares in the SET over the past 7 working days before the date on which the
Companys Board of Directors resolves to propose an agenda to the meeting of the Companys shareholders
to approve the Companys offer for sale of newly issued ordinary shares, from 18 February 2 0 1 5 to 2 6
Page 12 out of 17
February 2015, and therefore the price is equivalent to Baht 9.5 per share (Information from the SET)). This
allocation of newly issued ordinary shares to the specific persons is not within the scope of offer for sale of
newly issued ordinary shares with a discount under the Notification of the Capital Market Supervisory Board
No. ThorJor. 28/2551 re: Application for and Approval of Offer for Sale of Newly Issued Shares (as amended)
(the Notification ThorJor. 28/2551). The Company shall complete the allocation within one year from the date
on which the meeting of the Companys shareholders resolves to approve this allocation of newly issued
shares to the specific persons. (Detail of effects that may occur after the capital increase or the allocation of
newly issued ordinary shares to the specific persons (Private Placement) appears in Attachment 8.)
The Board of Directors also approved to propose to the 2015 AGM to consider and approve
to authorize the Board of Directors, the Managing Director and/or their designated person to do any of the
following acts:
to determine details for the allocation of the newly issued ordinary shares to specific persons;
to determine or change any details and conditions necessary for and/or relating to the issuance
and offer for sale, and/or the allocation of newly issued ordinary shares to specific persons,
including but not limited to, the rules to allocate shares in a single allocation or several
allocations, the periods, subscription and payment methods;
to amend and modify the method for allocation of newly issued ordinary shares and to execute
any transactions necessary for and relating to the allocation of newly issued ordinary shares to
specific persons, subject to the scope approved by the resolutions of the Companys Board of
Directors meeting and shareholders meeting;
to undertake any acts relating to or necessary for, as deemed fit, effecting the issuance and
offer, and/or allocation of the newly issued ordinary shares, including but not limited to, to
negotiate, execute, sign and/or amend any applications and/or documents necessary for or
relating to the issuance, sale or allocation of the newly issued ordinary shares, and/or the listing
of the Companys newly issued ordinary shares on the SET;
to appoint any person:
- to negotiate or enter into any contracts and agreements, to execute and amend any relevant
documents, and to appoint subscription agents and/or advisors or agents necessary for the
foregoing allocation of the newly issued ordinary shares as private placement;
- to execute any application forms, applications for waiver, notices, waivers and such other
documents relating to the allocation of the foregoing newly issued ordinary shares to specific
person and the registration of the trading of the new ordinary shares on the SET, and the
registration of the capital increase with the Ministry of Commerce, and to liaise with the
relevant authorities.
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Agenda 13 To consider and approve the allocation of newly issued ordinary shares to the existing
shareholders in the proportion of shareholding (Rights Offering) and to be reserved for
the exercise of warrants to purchase newly issued ordinary shares of the Company
As a result of the consideration and approval of the increase of the Companys registered capital and
the issuance and offering of warrants to purchase ordinary shares of the Company, it is necessary to consider
the agenda of the allocation of newly issued ordinary shares to the existing shareholders in the proportion of
shareholding (Rights Offering) and to be reserved for the exercise of warrants to purchase newly issued
ordinary shares of the Company.
2015 AGM to consider and approve the allocation of newly issued ordinary shares to the existing shareholders
in the proportion of shareholding (Rights Offering) and to be reserved for the exercise of warrants to purchase
newly issued ordinary shares of the Company (S-W1). Detail of the allocation is set out below.
1. The allocation of newly issued ordinary shares to the existing shareholders in the proportion of
shareholding (Rights Offering)
No more than 816,476,754 newly issued ordinary shares with a par value of Baht 1 each are
allocated and offered to the existing shareholders in the proportion of shareholding (Rights Offering) at the
ratio of 6 existing ordinary shares: 1 newly issued ordinary share, at the offering price of Baht 3 per share.
Detail of the allocation is set out below.
With respect to allocation of newly issued ordinary shares to the existing shareholders in the
proportion of shareholding, the shareholders have the right to subscribe for newly issued ordinary shares in
excess of their right per the ratio specified above (oversubscription) provided, such right may be exercised for
no more than 100 percent of the number of shares held by each shareholder. The existing shareholders who
subscribe for shares in excess of their right will receive an allocation of such shares only when there are
shares remaining after complete allocation to all of the existing shareholders who subscribe for shares under
their right. The rules on oversubscription of newly issued ordinary shares are as follows.
In the event that the number of remaining newly issued shares is greater than the number of
oversubscribed shares
The Company will allocate shares to the shareholders who express their wish to oversubscribe
for shares and made the subscription payment for all shares per the number of shares for which they express
their wish to oversubscribe.
Page 14 out of 17
In the event that the number of remaining newly issued shares is less than the number of
oversubscribed shares
(a) Each shareholder who oversubscribes will receive an allocation in the proportion of his/her
existing shareholding (the fractions of shares shall be rounded off). The number of shares to be allocated will
not be more than the number of shares subscribed and for which subscription payment has been made by
each shareholder.
(b) In the event that shares still remain after the allocation in (a), they shall be allocated to
each person who oversubscribes and has not received complete allocation per the proportion of his/her
existing shareholding (the fractions of shares shall be rounded off). The number of share to be allocated will
not be more than the number of shares subscribed and for which subscription payment has been made by
each shareholder. The allocation of shares to the over subscribers in accordance with the means in (b) shall
be carried on until no shares remain from the allocation.
The allocation of oversubscribed shares per the details above in any case shall not enable any
oversubscription shareholders to hold the Companys shares in an increasing nature reaching or crossing the
point where a tender offer must be made, as prescribed in 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, or in violation of the foreign limit as specified in the Companys Articles of Association,
which currently allows foreigners to hold no more than 39 percent of all issued shares of the Company.
In the case where there are shares remaining from the allocation to the existing shareholders
above, the Company will allocate such remaining newly issued ordinary shares to specific persons (the Offer
for Sale of Newly Issued Shares to Specific Persons) in accordance with the definition prescribed in the
Notification ThorJor. 28/2551. The persons in the private placement must not be connected parties of the
Company.
The price of the newly issued shares offered to the specific persons shall not be less than 90
percent of the market price. The market price will be set in accordance with the rules in the Notification
ThorJor. 28/2551 and the Notification of the Office of the Securities and Exchange Commission No. SorJor.
39/2551 re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of
Offer for Sale of Newly Issued Shares with Discount.
In this regard, the Board of Directors approved to propose to the 2015 AGM to consider and
approve to set 18 May 2015 as the record date for the right of allocation of newly issued ordinary shares that
are offered to the Companys existing shareholders in the proportion of shareholding (Rights Offering), and to
gather the list of shareholders names under Section 225 of the Securities and Exchange Act, B.E. 2535 (1992)
(as amended), by means of book closing on 19 May 2015. Detail of the allocation of newly issued ordinary
shares to the existing shareholders in the proportion of shareholding (Rights Offering) is set out in Attachment 8.
2. The allocation of newly issued ordinary shares to be reserved for the exercise of warrants to
purchase newly issued ordinary shares of the Company (S-W1)
No more than 1,632,953,508 newly issued ordinary shares with a par value of Baht 1 each are
allocated to be reserved for the exercise of warrants to purchase newly issued ordinary shares of the
Company which will be offered to the existing shareholders who subscribed for and made subscription
payment for newly issued ordinary shares of the Company according to Agenda 11, at the ratio of 1 allocated
Page 15 out of 17
newly issued ordinary share to 2 units of warrants. In this regard, 1 unit of warrants to purchase newly issued
ordinary shares of the Company can be exercised to purchase 1 newly issued ordinary share and the
exercise price is Baht 15 per new ordinary share (subject to change in accordance with the conditions of the
rights adjustment).
The Board of Directors also approved to propose to the 2015 AGM to consider and approve to
authorize the Board of Directors, the Managing Director and/or their designated person to do any of the
following acts:
to determine details for the allocation of the newly issued ordinary shares - which are
unsubscribed after the allocation to the existing shareholders in proportion to their respective
shareholding - to specific persons (private placement) who are not the Companys connected
persons at a price of not less than (a) 90 percent of the market price, based on the rules set out
in the Notification ThorJor. 28/2551 and the Notification SorJor. 39/2551 and (b) the price of the
newly issued shares offered to the existing shareholders in proportion to their shareholding
(Rights Offering) approved in the same meeting of the Board of Directors, and to determine
details for the allocation of the warrants to purchase newly issued ordinary shares of the
Company;
to determine or change any details and conditions necessary for and/or relating to the issuance
and offer for sale, and/or the allocation of newly issued ordinary shares, including but not limited
to, the rules to allocate shares in a single allocation or several allocations, the periods,
subscription and payment methods, and the rules for allocation the newly issued ordinary shares
to specific persons, and for the allocation of the warrants to purchase newly issued ordinary
shares of the Company;
to determine names of the specific persons who are entitled to the allocation of the newly issued
ordinary shares - which are unsubscribed after the allocation to the existing shareholders in
proportion to their respective shareholding;
to amend and modify the method for allocation of newly issued ordinary shares and to execute
any transactions necessary for and relating to the allocation of newly issued ordinary shares,
which remain unsubscribed after the allocation to the existing shareholders, to specific persons,
and the allocation of the warrants to purchase newly issued ordinary shares of the Company,
subject to the scope approved by the resolutions of the Companys Board of Directors meeting
and shareholders meeting;
to undertake any acts relating to or necessary for, as deemed fit, effecting the issuance and
offer, and/or allocation of the newly issued ordinary shares and the allocation of the warrants to
purchase newly issued ordinary shares of the Company, including but not limited to, to
negotiate, execute, sign and/or amend any applications and/or documents necessary for or
relating to the issuance, sale or allocation of the newly issued ordinary shares, and/or the listing
of the Company's newly issued ordinary shares and the warrants to purchase newly issued
ordinary shares of the Company on the SET;
to appoint any person:
Page 16 out of 17
(Translation)
Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014

of
Rasa Property Development Public Company Limited
Date, Time and Venue
The Meeting was held on 9 June 2014, at 9 a.m. at the 25th floor, RASA Tower 2 Building, No. 555
Phaholyothin, Jatujak Sub-district, Jatujak District, Bangkok 10900.
Companys Directors Attending the Meeting

1. Asso. Prof. Manop Bongsadadt Chairman of the Board of Directors
2. Mr. Lertchai Leelaryonkul Independent Director / Chairman of the Audit Committee / Member
of the Nomination and Remuneration Committee
3. Mr. Panja Senadisai Independent Director / Chairman of the Nomination and
Remuneration Committee / Member of the Audit Committee
4. Mr. Pisit Pattapong Independent Director
5. Ms. Sumida Bhandhugravi Independent Director / Member of the Nomination and
Remuneration Committee
6. Mr. Kowit Waiwathana Director
7. Ms. Acharaporn Siriphaivan Director / Chief Executive Officer
8. Mr. Rapi Pinijchob Director / Managing Director
Companys Director Absent from the Meeting with Apologies

1. Mrs. Sudjit Divari Independent Director / Member of the Audit Committee
Management Team Attending the Meeting

1. Mrs. Nathaya Navaraj Executive Director
2. Mrs. Siriluck Jaroonrattanasakul Executive Director
3. Ms. Nuntarat Govitkanit Executive Director
4. Mr. Jaruk Akeintumas Manager of the Investor Relations and the Private Investment
Department
5. Ms. Peerayakorn Waiwong Manager of the Human Resources Department
6. Mrs. Chantanee Tanompongchat Manager of the Information Technology Department
1
(Translation)
Legal Advisers Attending the Meeting

1. Mr. Panya Chanmuanpuak Legal adviser from Jan Holding Co., Ltd.
2. Mr. Apiwut Thongkham Legal adviser from FBLP Legal Co., Ltd.
3. Mr. Theppachol Kosol Legal adviser from Baker & McKenzie Ltd.
Financial Advisers / Independent Financial Advisers Attending the Meeting

1. Mr. Montree Sornpaisarn Co-Chief Executive Officer, Maybank KIM ENG Securities
(Thailand) Public Company Limited
2. Mr. Prasert Patradhilok President of Advisory Plus Co., Ltd.
3. Ms. Anong Yuvahong Director of Trinity Advisory 2001 Co., Ltd.
Commencement of the Meeting
Asso. Prof. Manop Bongsadadt, Chairman of the Board of Directors (the Chairman) acting as the Chairman
of the Meeting, welcomed the shareholders attending the Extraordinary General Meeting of Shareholders No. 1/2014.
Then, the Chairman introduced the Companys directors, Companys management team, legal advisers, independent
financial advisers, and declared to the Meeting that 60 shareholders were present in person and by proxy, accounting
for 360,409,595 shares of the 549,998,401 total shares, representing 65.529 percent of all sold shares, which
constituted a quorum pursuant to the Articles of Association of the Company.
Before considering the agenda, the Chairman explained to the shareholders the method of voting, vote
counting, and vote result announcement for each agenda as follows:
1. In casting vote, each shareholder has one vote per share. Any shareholder who has special interest
in any agenda is not entitled to cast the vote on such matter.
2. All agenda at this Meeting requires a vote of not less than three-fourths of the total votes of the
shareholders attending the Meeting and having the right to vote excluding the votes of the shareholders who have
interest, except for Agenda 1 Re: To approve the minutes of the Annual General Meeting of Shareholders for the year
2014 which requires a majority vote of the shareholders attending the Meeting and having the right to vote, and
Agenda 11 Re: To consider and approve the change of the auditor which requires a majority vote of the shareholders
attending the meeting and casting their votes.
3. The Chairman will propose to the shareholders for consideration and voting in each agenda by
asking any shareholder who wishes to disapprove or abstain the vote to fill out the ballot with to the shareholders
name, number of the shares held and specification of disapproval vote or abstaining vote, together with to sign the
ballot received at the registration, and to raise their hand so that officers will collect the ballots from the shareholders
2
(Translation)
for further vote counting. The Company will deduct the disapproval votes and abstaining votes from the total votes in
order to find the approval votes. To save the shareholders time, while awaiting the vote counting in each agenda, the
Chairman will proceed with the next agenda and will announce the voting results to the Meeting when the vote
counting is completed.
4. For vote counting, the Company asked Mr. Panya Chanmuanpuak, the legal adviser from Jan
Holding Co., Ltd., and one person from the shareholders, Ms. Ratchadaporn Kampangkaew, to be the witnesses for
the vote counting.
Any shareholder who wishes to ask questions or propose any comments should introduce himself/herself to
the Meeting before asking questions or commenting for recording in the minutes.
The Chairman then proceeded with the following Meeting agenda.
Agenda 1 To approve the minutes of the Annual General Meeting of Shareholders for the year 2014
The Chairman proposed to the Meeting to consider and approve the minutes of the Annual General
Meeting of Shareholders for the year 2014 which was held on 29 April 2014 pursuant to a copy of such minutes,
details of which were appeared in the Enclosure 1 which was sent to the shareholders together with the invitation letter
and posted on the Companys website (www.rasa.co.th) since 23 May 2014 until present. However, the Company had
not received any request for amending these minutes.
The Chairman asked if any shareholder had a question, comment or recommendation in relation to
this agenda.
No shareholder had question, comment or recommendation. The Chairman then asked the Meeting
to vote on this agenda.
Resolution The Meeting approved the minutes of the Annual General Meeting of Shareholders for the year 2014
with a majority vote of the shareholders attending the Meeting and casting their votes.
Approved by 360,354,595 votes equivalent to 99.985 percent
Disapproved by - votes equivalent to 0 percent
Abstained by - votes equivalent to 0 percent
Void Ballots 55,000 votes equivalent to 0.015 percent
In this agenda, there were 60 shareholders presented at the Meeting in person and by proxy,
representing 360,409,595 votes.
3
(Translation)
Agenda 2 To consider and approve the decrease of the Companys registered capital from Baht 549,999,986
to Baht 549,998,401, divided into 549,998,401 shares with a par value of Baht 1 per share by
removing 1,585 unsold shares with a par value of Baht 1 per share
The Chairman asked Mr. Jaruk Akeintumas to present details of the Companys planned capital
decrease. Mr. Jaruk then presented to the Meeting the following.
As it would be proposed to the Meeting to consider and approve the increase of the Companys
registered capital, details of which were appeared in Agenda 4, and according to Section 136 of the Public Limited
Companies Act B.E. 2535 (as amended) (the PLC Act), which stipulates that a company may increase its registered
capital by issuing new shares when all shares have been completely issued and paid up in full, and since the
Company currently had 1,585 unsold shares, the Board of Directors meeting No. 3/2014, which was held on 11 April
2014, resolved to propose to the shareholders meeting to consider and approve the decrease of the Company s
registered capital from Baht 549,999,986 to Baht 549,998,401, divided into 549,998,401 shares with a par value of
Baht 1 per share by removing 1,585 unsold shares with a par value of Baht 1 per share.
this agenda.
Resolution The Meeting approved the decrease of the Companys registered capital from Baht 549,999,986 to
Baht 549,998,401, divided into 549,998,401 shares with a par value of Baht 1 per share by removing
1,585 unsold shares with a par value of Baht 1 per share with a vote of not less than three-fourths of
the total votes of the shareholders attending the Meeting and having the right to vote, excluding the
votes of the shareholders who had special interest.
Void Ballots 55,000 votes equivalent to 0.015 percent
Agenda 3 To consider and approve the amendment to Clause 4 of the Memorandum of Association regarding
registered capital, number of shares, and par value to be consistent with the decrease of the
Companys registered capital
4
(Translation)
The Chairman asked Mr. Jaruk Akeintumas to present details of the amendment to Clause 4 of the
Memorandum of Association. Mr. Jaruk then presented to the Meeting the following.
As it would be proposed to the Meeting to consider and approve the decrease of the Companys
registered capital, details of which were appeared in Agenda 2 above, and in order for Clause 4 of the Memorandum
of Association regarding the registered capital, the number of shares and the par value to be consistent with the
decrease of the Companys registered capital, the Board of Directors meeting No. 3/2014, which was held on 11 April
2014, resolved to propose to the shareholders meeting to consider and approve the amendment to Clause 4 of the
Companys Memorandum of Association by cancelling the existing statement and substituting it with the following
statement:
Clause 4 Registered Capital Baht 549,998,401 (Five hundred forty nine million nine hundred
ninety eight thousand four hundred and one
Baht)
Divided into 549,998,401 shares (Five hundred forty nine million nine hundred
shares)
Each with a par value of Baht 1 (One Baht)
Divided into
Ordinary Shares 549,998,401 shares (Five hundred forty nine million nine hundred
shares)
Preference Shares - None -
this agenda.
Resolution The Meeting approved the amendment to Clause 4 of the Memorandum of Association regarding the
registered capital, the number of shares, and the par value in order to be consistent with the
decrease of the Companys registered capital with a vote of not less than three-fourths of the total
votes of the shareholders attending the Meeting and having the right to vote, excluding the votes of
the shareholders who had special interest.
Approved by 389,096,525 votes equivalent to 100 percent
5
(Translation)

Void Ballots - votes equivalent to 0 percent
Agenda 4 To consider and approve the increase of the Companys registered capital from Baht 549,998,401
to Baht 4,712,350,732, divided into 4,712,350,732 shares with a par value of Baht 1 per share by
issuing 4,162,352,331 capital increase ordinary shares with a par value of Baht 1 per share
The Chairman asked Mr. Jaruk Akeintumas to present details of the Companys planned capital
increase. Mr. Jaruk then presented to the Meeting the following.
As it would be proposed to the Meeting to consider and approve the business integration of the
Company by entire business transfer (the Business Integration Plan), details of which were appeared in Agenda 7, and
pursuant to the Business Integration Plan, the Company was required to issue 4,162,352,331 capital increase ordinary
shares with a par value of Baht 1 per share on the Private Placement basis (the Private Placement), whereby the shares
would be allocated to Singha Property Management Co., Ltd. (Singha Property) as the consideration for the ordinary
shares of S Bright Future Co., Ltd. (S Bright Future), and to Khun Santi Bhirombhakdi (Khun Santi) as the
consideration for the ordinary shares of Santiburi Co., Ltd. (Santiburi) in accordance with the Business Integration Plan.
The Board of Directors meeting No. 3/2014, which was held on 11 April 2014, resolved to propose to the
shareholders meeting to consider and approve the increase of the Companys registered capital from Baht 549,998,401
to Baht 4,712,350,732. Details were appeared in the Enclosure 2 which was sent to the shareholders together with the
invitation letter and posted on the Companys website (www.rasa.co.th) since 23 May 2014.
this agenda.
Resolution The Meeting approved the increase of the Companys registered capital from Baht 549,998,401 to
Baht 4,712,350,732, divided into 4,712,350,732 shares with a par value of Baht 1 per share by
issuing 4,162,352,331 capital increase ordinary shares with a par value of Baht 1 per share with a
vote of not less than three-fourths of the total votes of the shareholders attending the Meeting and
having the right to vote, excluding the votes of the shareholders who had special interest.
6
(Translation)

Agenda 5 To consider and approve the amendment to Clause 4 of the Memorandum of Association regarding
registered capital, number of shares, and par value to be consistent with the increase of the
Companys registered capital
The Chairman asked Mr. Jaruk Akeintumas to present details of the amendment to Clause 4 of the
Articles of Association. Mr. Jaruk then presented to the Meeting the following.
As it would be proposed to the Meeting to consider and approve the increase of the Companys
registered capital, details of which were appeared in Agenda 4 above, and in order for Clause 4 of the Memorandum
of Association regarding the registered capital, the number of shares and the par value to be consistent with the
increase of the Companys registered capital, the Board of Directors meeting No. 3/2014, which was held on 11 April
2014, resolved to propose to the shareholders meeting to consider and approve the amendment to Clause 4 of the
Memorandum of Association by cancelling the existing statement and substituting it with the following statement:
Clause 4 Registered Capital Baht 4,712,350,732 (Four thousand seven hundred twelve million
three hundred fifty thousand seven hundred
and thirty two Baht)
Divided into 4,712,350,732 shares (Four thousand seven hundred twelve million
and thirty two shares)
Each with a par value of Baht 1 (one Baht)
Divided into
Ordinary Shares 4,712,350,732 shares (Four thousand seven hundred twelve million
and thirty two shares)
Preference Shares - None -
7
(Translation)
this agenda.
Resolution The Meeting approved the amendment to Clause 4 of the Memorandum of Association regarding the
registered capital, the number of shares, and the par value in order to be consistent with the
increase of the Companys registered capital with a vote of not less than three-fourths of the total
votes of the shareholders attending the Meeting and having the right to vote, excluding the votes of
the shareholders who had special interest.
Agenda 6 To consider and approve the allocation of the capital increase ordinary shares of the Company on
the Private Placement basis under the Business Integration Plan by entire business transfer (the
EBT)
The Chairman asked Mr. Jaruk Akeintumas to present details of the allocation of the Companys
capital increase ordinary shares on the private placement basis. Mr. Jaruk then presented to the Meeting the
following.
As it would be proposed to the Meeting to consider and approve the Business Integration Plan,
details of which were appeared in Agenda 7 and pursuant to the Business Integration Plan, the Company was
required to issue 4,162,352,331 capital increase ordinary shares with a par value of Baht 1 per share to Singha
Property as the consideration for the ordinary shares of S Bright Future, and to Khun Santi as the consideration for the
ordinary shares of Santiburi in accordance with the Business Integration Plan. The Board of Directors meeting No.
3/2014, which was held on 11 April 2014, resolved to propose to the shareholders meeting to consider and approve
the allocation of the Companys 4,162,352,331 capital increase ordinary shares with a par value of Baht 1 per share on
the Private Placement basis in accordance with the Notification of the Capital Market Supervisory Board No. TorChor.
28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (the Notification TorChor.
28/2551) in accordance with the Companys Business Integration Plan by the EBT. The issuance of such Companys
8
(Translation)
shares was not considered as an issuance of the shares at a low price since the price was not lower than 90 percent
of the market price when considering the market price pursuant to the regulations relating to the market price as
specified in the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 and the Notification of the
Office of the Securities and Exchange Commission No. SorChor. 39/2551 Re: Calculation of Offer Price of Securities
and Determination of the Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount. The
market price used for comparison with the offering price of the shares was calculated based on the weighted-average
method of the Companys shares on the Stock Exchange of Thailand for 15 consecutive business days immediately
before the date of Board of Directors meeting, which was the offering price determination date, which equaled Baht
2.04. Details of the allocation of the shares are as follows:
1. To allocate not more than the Companys 2,932,405,807 capital increase ordinary shares
with a par value of Baht 1 per share to Singha Property, at an offering price of Baht 1.87 per share, totaling Baht
5,483,598,859, whereby Singha Property would pay for the Companys capital increase ordinary shares with all shares
held by it in S Bright Future, totaling 41,349,997 shares, equaling 99.99 percent, in lieu of cash; and
2. To allocate not more than the Companys 1,229,946,524 capital increase ordinary shares
with a par value of Baht 1 per share to Khun Santi, at an offering price of Baht 1.87 per share, totaling Baht
2,300,000,000, whereby Khun Santi would pay for the Companys capital increase ordinary shares with all shares held
by him in Santiburi, totaling 999,998 shares, equaling 99.99 percent, in lieu of cash.
The Company would allocate its capital increase ordinary shares on the Private Placement basis as
the consideration to Singha Property for the ordinary shares in S Bright Future, and to Khun Santi for the ordinary
shares in Santiburi in accordance with the Business Integration Plan, when the Company had obtained an approval
from the Stock Exchange of Thailand for re-listing of the ordinary shares of the Company as listed securities on the
Stock Exchange of Thailand. In accordance with the Notification TorChor. 28/2551, the resolution on the capital
increase under Agenda 4 would be valid for 1 year. In this regard, the Company had filed a re-listing application to the
Stock Exchange of Thailand which was under consideration.
After the allocation of the Companys capital increase ordinary shares, Khun Santi would become a
major shareholder of the Company, in which it will be taken to avert conflicts of interest under the relevant laws and
regulations.
In this respect, after such process was completed and the conditions as specified for the share
purchase and the tender offer had been fulfilled, each of Khun Santi and Singha Property was required to make a
mandatory tender offer (the MTO) to purchase all securities of the Company in accordance with the Notification of
the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition
of Securities for Business Takeovers, dated 13 May 2011 (as amended) (the Notification TorChor. 12/2554). The
9
(Translation)
MTO price equaled Baht 1.87 per share. The MTO was expected to be made when Khun Santi and Singha Property
were duly and completely allocated the Companys capital increase shares as mentioned in previous agenda, and the
Company had completely registered the paid-up capital for the capital increase shares allocated to Khun Santi and
Singha Property. The MTO by Khun Santi and Singha Property was not considered the Acting in Concert.
Moreover, since representatives of Singha Property would be nominated as the Company's
management or persons having controlling power over the Company, the offer for sale and allocation of the
Companys capital increase ordinary shares to Singha Property were considered as the connected transactions
pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions, dated 31 August 2008, and the Notification of the Board of Governors of the Stock Exchange of Thailand
Re: Disclosure of Information and Other Acts of Listed Companies on the Connected Transactions, B.E. 2546 (2003),
dated 19 November 2003 (as amended) (the Connected Transaction Notifications). Upon calculation of the size of
the transactions pursuant to the Connected Transaction Notifications which equaled 1,079.07 percent of the
Companys net tangible assets, the Company was required to disclose the information on such transactions to the
Stock Exchange of Thailand, to appoint an independent financial adviser and to hold a shareholders meeting to
approve the transactions. The resolution of the shareholders meeting for the offer for sale and allocation of the
Companys capital increase ordinary shares required an affirmative vote of not less than three-fourths of the total votes
of the shareholders attending the Meeting and having the right to vote, excluding the votes of the shareholders who
had interest. Details appeared in the Enclosure 3 which was sent to the shareholders together with the invitation letter
and posted on the Companys website (www.rasa.co.th) since 23 May 2014.
this agenda.
There were shareholders asking questions, giving comments and recommendations in this agenda
which can be summarized as follows:
- Ms. Siriporn Sangobtam from the Thai Investors Association: How was the Baht 1.87 price
of capital increase ordinary shares for allocation derived from?
Financial adviser: This was referenced to the appraised value of the Companys assets
which were appraised at Baht 1.80 per share as per the details on page 131 of the opinions of the independent
financial adviser.
- Mr. Sakchai Sakulsrimoltri, a proxy holder: Could Advisory Plus Co., Ltd. as the independent
financial adviser clarify this transaction?
Independent financial adviser: The price that the financial adviser evaluated for the
Companys assets was based on the appraised value made by an appraisal company, which was in the approval list
10
(Translation)
of the Office of the Securities and Exchange Commission, which equaled Baht 1.80. The independent financial advisor
opined that such Baht 1.87 price per share was reasonable and fair to all shareholders.
As for the transaction in accordance with the Business Integration Plan, RASA would
increase its capital for purchasing shares in 2 companies by way of the EBT, which were 1. S Bright Future Co., Ltd.
(wholly owned by Boonrawd Brewery Co., Ltd. through Singha Property Management Co., Ltd.), having its assets
which were Bhiromphat Co., Ltd., Singha Property Development Co., Ltd. and Max Future Co., Ltd., each of which
owned a main plot of land at the intersection between Asoke Montri Road and Phetchaburi Road (Singha Beer House),
on Phetchaburi Road (formerly the Embassy of Japan), and on Pradit Manutham Road (expressway frontage road),
respectively, and 2. Santiburi Co., Ltd., wholly owned by Khun Santi Bhirombhakdi, having a main asset which was
Santiburi Beach Resorts, Golf & Spa Hotel. The Company would issue shares at the price of Baht 1.87 each for
purchasing the assets of S Bright Future and Santiburi in lieu of cash.
- A shareholder (anonymous): Would this transaction face a free-float problem? And would
RASA still be on the Stock Exchange of Thailand?
Financial adviser: After the Singha groups entry, it would hold about 86 percent shares in
the Company. Under the Stock Exchange of Thailands rules, a listed company must have no less than 15 percent free
float. Once the new shareholder took over the business, the Stock Exchange of Thailand would require it to make a
tender offer, to which existing shareholders may or may not sell their shares. If a free-float problem occurred, the Stock
Exchange of Thailand would give the Company two years to regain no less than 15 percent free float. The new
shareholder had expressed its clear intention to remain listed on the Stock Exchange of Thailand.
Resolution The Meeting approved the allocation of capital increase ordinary shares on the Private Placement
basis in accordance with the Business Integration Plan by way of the EBT with a vote of not less than
three-fourths of the total votes of the shareholders attending the Meeting and having the right to vote,
excluding the votes of the shareholders who had special interest.
In addition, the Meeting resolved to approve the authorization of the Managing Director or person
assigned by the Managing Director as the person with the authority to take action with respect to the
following matters:
1. Negotiation, consideration for determining details, altering the allocation of the Companys
capital increase ordinary shares to specific persons and/or related parties and signing the
share subscription agreement with conditions precedent, EBT agreement and relevant
documents, and any action necessary and relevant to this matter on behalf of the Company
in accordance with the Business Integration Plan of the Company until completion; and
11
(Translation)
2. Any action necessary and relevant to the allocation of the Companys capital increase
ordinary shares, share subscription agreement with conditions precedent, EBT agreement,
and relevant agreements relating to the entering into the EBT transaction and the allocation
of capital increase ordinary shares by way of the EBT in accordance with the Business
Integration Plan of the Company until completion.
Agenda 7 To consider and approve the Business Integration Plan of the Company and (a) Santiburi, by Khun
Santi, and (b) S Bright Future, by Singha Property, by way of the EBT
The Chairman asked Mr. Jaruk Akeintumas to present details of the Business Integration Plan. Mr.
Jaruk then presented to the Meeting the following.
To jointly operate the business in relation to the real estate development, the Board of Directors
meeting No. 3/2014, which was held on 11 April 2014, resolved to propose to the shareholders meeting to consider
and approve the Business Integration Plan of the Company and (a) Santiburi, by Khun Santi, and (b) S Bright Future,
by Singha Property, by way of the EBT with the following details:
The EBT of Santiburi and S Bright Future would consist of all assets and liabilities of both companies,
including, but not limited to, their rights, duties, obligations and liabilities as of the EBT date, including all shares held
by S Bright Future in (a) Singha Property Development Co., Ltd. of 99.99 percent, (b) Bhiromphat Co., Ltd. of 99.99
percent and (c) Max Future Co., Ltd. of 99.99 percent (the EBT Transaction). The Board of Directors resolved that
the Company was required to allocate its 4,162,352,331 capital increase ordinary shares with a par value of Baht 1
per share to (a) Khun Santi at Baht 1.87 per share, totaling Baht 2,300,000,000, and (b) Singha Property at Baht 1.87
per share, totaling Baht 5,483,598,859 as the consideration for the EBT of Santiburi and S Bright Future to the
Company in lieu of cash (Pay in Kind) (the Capital Increase Share Allocation Transaction) (collectively referred to as
the EBT and Capital Increase Share Allocation Transaction).
However, the EBT and Capital Increase Share Allocation Transaction were subject to the completion
of the following conditions precedent as specified in the subscription agreement among the Company, Khun Santi and
Singha Property, details of which are as follows:
12
(Translation)
1. Obtaining the approval of the Board of Directors meeting and the shareholders meeting for
the capital increase, the allocation of the capital increase ordinary shares, the plan to accept business transfer and
the appointment of new directors to replace the resigning directors, etc., and
2. Obtaining the approval from the Stock Exchange of Thailand for the EBT Transaction, which
was considered as an acquisition of significant assets, Type 4, and obtaining the approval from the Stock Exchange of
Thailand for the re-listing application to approve the listing of the Companys ordinary shares as listed securities on the
Stock Exchange of Thailand.
The Company would allocate its capital increase ordinary shares on the Private Placement basis as
the consideration to Singha Property for the ordinary shares in S Bright Future, and to Khun Santi for the ordinary
shares in Santiburi in accordance with the Business Integration Plan, when the Company had obtained an approval
from the Stock Exchange of Thailand for re-listing of the ordinary shares of the Company as listed securities on the
Stock Exchange of Thailand. In accordance with the Notification TorChor. 28/2551, the resolution on the capital
increase under Agenda 4 would be valid for 1 year. In this regard, the Company had filed a re-listing application to the
Stock Exchange of Thailand which was under consideration.
Initially, the EBT process was expected to be completed by 31 December 2014.
In this respect, the entering into the EBT Transaction was considered as the purchase or acceptance
of the transfer of the business from other companies by the Company under Section 107(2)(b) of the Public Limited
Companies Act, B.E. 2535 (1992). Therefore, the Company was required to hold a shareholders meeting to consider
and approve the acceptance of the business transfer. The resolution of the shareholders meeting to approve the
acceptance of the business transfer required an affirmative vote of not less than three-fourths of the total votes of the
shareholders attending the Meeting and having the right to vote, excluding the votes of the shareholders who had
special interest.
Upon calculation of the transaction size under the Notification of the Capital Market Supervisory
Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of
Assets, dated 31 August 2008 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets,
B.E. 2547, dated 29 October 2004 (the Acquisition or Disposition Notifications), the size of this transaction equaled
756.79 percent, calculated based on capital shares. Therefore, it was considered as an acquisition of assets, Type 4,
or backdoor listing. Therefore, the Company was required to disclose the information regarding the transaction to the
Stock Exchange of Thailand, to appoint an independent financial adviser and to apply for approval of the re-listing
application from the Stock Exchange of Thailand to list its ordinary shares as listed securities on the Stock Exchange
of Thailand in accordance with the Regulations of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or
Preferred Shares as Listed Securities, as well as to hold a shareholders meeting to approve the transaction. The
13
(Translation)
resolution of the meeting requires an affirmative vote of not less than three-fourths of the total votes of the shareholders
attending the Meeting and having the right to vote, excluding the votes of the shareholders who had interest.
Moreover, since representatives of Singha Property would be nominated as the Companys
management or persons having controlling power over the Company under the conditions for the EBT Transaction as
specified above, such EBT Transaction was considered as a connected transaction under the Connected Transaction
Notifications. Upon calculation of the size of the transaction under such Connected Transaction Notifications, the size
of the transaction equaled 1,079.07 percent of the Companys net tangible assets which exceeded 3 percent, the
Company was required to disclose the information on the transaction to the Stock Exchange of Thailand, to appoint an
independent financial adviser and to hold a shareholders meeting to approve the transaction. The resolution of the
shareholders meeting to approve the entering into the transaction under the EBT plan required an affirmative vote of
not less than three-fourths of the total votes of the shareholders attending the Meeting and having the right to vote,
excluding the votes of the shareholders who had interest. Details were appeared in the Enclosures 3, 4, and 5 which
were sent to the shareholders together with the invitation letter and posted at the Companys website (www.rasa.co.th)
since 23 May 2014.
this agenda.
Resolution The Meeting approved the Business Integration Plan of the Company and (a) Santiburi, by Khun
Santi, and (b) S Bright Future, by Singha Property, by way of EBT with a vote of not less than three-
fourths of the total votes of the shareholders attending the Meeting and having the right to vote,
In addition, the Meeting resolved to approve the authorization of the Managing Director or person
assigned by the Managing Director as the person with the authority to take action with respect to the
following matters:
1. Negotiation, consideration for determining details, altering the allocation of the Companys
capital increase ordinary shares to specific persons and/or related parties and signing the
share subscription agreement with conditions precedent, EBT agreement and relevant
documents, and any action necessary and relevant to this matter on behalf of the Company
in accordance with the Business Integration Plan of the Company until completion; and
2. Any action necessary and relevant to the allocation of the Companys capital increase
ordinary shares, share subscription agreement with conditions precedent, EBT agreement,
and relevant agreements relating to the entering into the EBT Transaction and the allocation
14
(Translation)
of the Companys capital increase ordinary shares by way of the EBT in accordance with
the Business Integration Plan of the Company until completion.
Agenda 8 To consider and approve a change of the Company's name from RASA Property Development
Public Company Limited to Singha Estate Public Company Limited and the Companys seal,
including the amendment to the Memorandum of Association and the Articles of Association to be
consistent with the change of the Company's name
The Chairman presented details of the change of the Companys name as follows:
As the Meeting had approved the Business Integration Plan, details of which were appeared in
Agenda 7, under which the Company was required to change its name from RASA Property Development Public
Company Limited to Singha Estate Public Company Limited, the Board of Directors meeting No. 3/2014, which was
held on 11 April 2014, resolved to propose to the shareholders meeting to consider and approve the following matters
after completion of the Business Integration Plan subject to the conditions relating to the EBT Transaction and the
Capital Increase Share Allocation Transaction.
1. Companys Name
A change of the former name of RASA Property Development Public Company Limited to:
Thai name: ()
English name: Singha Estate Public Company Limited
Abbreviation: S
2. Memorandum of Association
No. 1 The Companys name (),
and having the English name of Singha Estate Public Company Limited
3. Articles of Association (Article 1, Article 2 and Article 64)
Article 1. These Articles of Association shall be called the Articles of Association of
Singha Estate Public Company Limited.
15
(Translation)
Article 2. The word Company in these Articles of Association means Singha Estate
Public Company Limited.
Article 64. The Companys seal has the following characteristics:
Since the Companys seal was under process, the shareholders meeting was requested to approve
the authorization of the Managing Director or person assigned by the Managing Director as the person with the
authority to take any action with respect to the change in the Companys seal.
this agenda.
Resolution The Meeting approved a change of the Companys name from RASA Property Development Public
Company Limited to Singha Estate Public Company Limited and the Companys seal, including the
amendment to the Memorandum of Association and the Articles of Association to be consistent with
the change of the Companys name with a vote of not less than three-fourths of the total votes of the
shareholders attending the Meeting and having the right to vote, excluding the votes of the
shareholders who had special interest.
Agenda 9 To consider and approve the entering into a transaction to sell certain plots of the Companys land
to Mr. Rapi Pinijchob, a major shareholder and the executive of the Company or any persons or
any entities designated by Mr. Rapi Pinijchob (the Land Sale Transaction)
The Chairman asked Mr. Jaruk Akeintumas to present details of the sale transaction of certain plots
of the Companys land. Mr. Jaruk then presented to the Meeting the following.
As the Meeting had approved the Business Integration Plan, details of which were appeared in
Agenda 7, under which the Company was required to sell certain plots of the Companys land to Mr. Rapi Pinijchob, a
major shareholder and the executive of the Company or any persons or any entities designated by Mr. Rapi Pinijchob
16
(Translation)
(the Land Sale Transaction), the Board of Directors meeting No. 3/2014, which was held on 11 April 2014, resolved
to propose to the shareholders meeting to consider and approve the entering into the Land Sale Transaction. Details
are as follows:
(1) Sale of vacant land located in Don Muang area:
The vacant land, Title Deed No. 21878, Land No. 3601, Survey Page 32667, having the area
of 33 rai, 2 ngan, 81.4 square wah, located in Soi Phaholyothin 73, Phaholyothin Road, Si Kan Sub-district, Don Muang
District, Bangkok, appraised by American Appraisal (Thailand) Co., Ltd. with the value of Baht 189,000,000. The
Company wished to sell this plot of land at Baht 198,000,000.
(2) Sale of vacant land located in Lam Luk Ka area:
The vacant land located in Lam Luk Ka District, totaling 13 title deeds, details of which are as
follows:
Title Deed Land Survey Area
No. Location
No. No. Page (rai-ngan-sq. wah)
1 93597 407 4217 Bung Kham Ploi Sub-district, Lam Luk 6-3-43
Ka District, Pathumthani Province
17
(Translation)
11 47016 59 631 Khlonghok Sub-district, Lam Luk Ka 22-2-42

District, Pathumthani Province
These 13 plots of land covered an area of 143 rai, 3 ngan, 10 square wah, appraised by American
Appraisal (Thailand) Co., Ltd. with the value of Baht 169,000,000. The Company wished to sell these 13 plots of land
at Baht 175,000,000.
The entering into the Land Sale Transaction was considered as a connected transaction under the
Connected Transaction Notifications. Upon the calculation of the transaction size under such Connected Transaction
Notifications, the size of the transaction equaled 52.48 percent of the Companys net tangible assets, the Company
was required to disclose the information on the transaction to the Stock Exchange of Thailand, to appoint an
shareholders meeting to approve the Land Sale Transaction required an affirmative vote of not less than three-fourths
of the total votes of the shareholders attending the Meeting and having the right to vote, excluding the votes of the
shareholders who had interest.
Such Land Sale Transaction, when calculated in accordance with the total value of consideration
criteria which was the highest result, equaled 30.40. Therefore, it was considered as an acquisition of assets, Type 2,
whereby the Company was required to disclose the information regarding the entering into the transaction to the Stock
Exchange of Thailand and to send the information memorandum to the shareholders of the Company within 21 days of
the disclosure date to the Stock Exchange of Thailand pursuant to the Acquisition or Disposition Notifications.
However, the Land Sale Transaction was considered as a connected transaction and the Company was required to
disclose the information regarding the transaction to the Stock Exchange of Thailand, to appoint an independent
financial adviser and to hold a shareholders meeting to approve the transaction as mentioned above. Thus, the
Company was no longer required to send the information memorandum to its shareholders within 21 days of the
disclosure date to the Stock Exchange of Thailand.
Moreover, the Board of Directors meeting had approved the execution of the land sale and
purchase agreement with conditions precedent between the Company and Mr. Rapi Pinijchob or any persons or any
entities designated by Mr. Rapi Pinijchob, and other agreements with respect to entering into the transaction, so as to
facilitate relevant actions. The Board of Directors had passed a resolution approving the authorization of the Managing
18
(Translation)
Director or persons assigned by the Managing Director as the person with authority to take actions necessary and
relevant to this matter on behalf of the Company until completion. Details were appeared in the Enclosure 3 which was
sent to the shareholders together with the invitation letter and posted on the Companys website (www.rasa.co.th)
since 23 May 2014.
In this regard, the Chairman asked Mr. Prasert Patradhilok, an independent financial adviser, to
clarify its opinions about the entering into such transaction to the Meeting . Mr. Prasert Patradhilok then presented to
the Meeting the following.
For the sale of the land in Lam Luk Ka and Don Muang areas which were appraised by 2
independent appraisers equaling to Baht 358 million, whereby the Company wished to sell the land at Baht 373
million, the independent financial adviser considered that the price was reasonable since considering the table on
page 168, it indicated that scenario 1 was calculated based on the booked value excluding interests and the
Company would realize a profit of Baht 1.89 million. However, when considering scenario 2 which included an interest
of Baht 6.29 million as the cost of the land in Don Muang area, the Company would incur a loss of Baht 4.39 million.
this agenda.
this agenda which can be summarized as follows:
- A shareholder: When was the appraised value made, and when payment and accounting
recording would be made?
Independent financial adviser: The land to be sold had been appraised by 2 independent
appraisers, which were in the approval list of the Office of the Securities and Exchange Commission, since February
2014, and the valuation was conducted with a suitable and standard method. Once the Stock Exchange of Thailand
approved the Companys re-listing application to list its securities as listed securities, and after all due actions taken,
the land sale and payment would take place, which were expected to be completed by the third quarter of this year.
Resolution The Meeting approved the entering into the Land Sale Transaction with a vote of not less than three-
fourths of the total votes of the shareholders attending the Meeting and having the right to vote,
Void Ballots 27 votes equivalent to 0.00001 percent
19
(Translation)
representing 401,832,799 votes, having 3 shareholders who had conflict of interest and no voting
entitlement equaling to 250,717,312 votes which were Mr. Rapi Pinijchob representing 101,344,375
votes, Mr. Khemchai Rasanont (Mr. Rapis father) representing 129,920,437 votes, and Rasa Tower
Co., Ltd. (Mr. Rapis related person under Section 258 of the Securities and Exchange Act)
Remark Since the director, Mr. Rapi Pinijchob, had conflict of interest in this matter, he requested
permission to leave the Meeting before considering this agenda. Once the voting was completed,
the Chairman invited him back to the Meeting.
Agenda 10 To consider and approve the entering into the termination of the Management Agreement between
the Company and Siam Prime Estate Co., Ltd. (Siam Prime) dated 26 November 2007 (the
Termination of the Management Agreement Transaction)
Since the Chairman (Asso. Prof. Manop Bongsadadt) had conflict of interest in this agenda, he
requested permission to leave the Meeting and asked Mr. Lertchai Leelaryonkul, the Chairman of the Audit Committee,
to act as the Chairman of the Meeting. The Chairman (Mr. Lertchai) then asked Mr. Jaruk Akeintumas to present
details of the Termination of the Management Agreement Transaction. Mr. Jaruk then presented to the Meeting the
following.
Since the Company had planned to terminate the Management Agreement between the Company
and Siam Prime Estate Co., Ltd. (Siam Prime) dated 26 November 2007 (the Termination of the Management
Agreement Transaction) for the Companys benefit, as well as the shareholders benefit as a whole, the Board of
Directors meeting No. 3/2014, which was held on 11 April 2014, resolved to propose to the shareholders meeting to
consider and approve the entering into the Termination of the Management Agreement Transaction. Since Siam
Primes major shareholders (Khun Kanokros Bongsadadt and Khun Thanapat Suwansarang (holding altogether 44
percent shares)) were close relatives (daughter and daughters spouse) of the executive of the Company (Asso. Prof.
Manop Bongsadadt), which made Siam Prime a connected person of the Company, such transaction was considered
as a connected transaction under the Connected Transaction Notifications. Upon calculation the transaction size
under such Connected Transaction Notifications equaled 7.07 percent of the Companys net tangible assets, the
Company was required to disclose the information on this transaction to the Stock Exchange of Thailand, to appoint an
shareholders meeting to approve the termination of the Management Agreement Transaction required an affirmative
20
(Translation)
vote of not less than three-fourths of the total votes of the shareholders attending the Meeting and having the right to
vote, excluding the votes of the shareholders who had interest.
Such Termination of the Management Agreement Transaction, when calculated in accordance with
the total value of consideration criteria which was the highest result equaled 4.16. Therefore, it was considered an
acquisition of assets, Type 3. As such, the Company was required to disclose the information regarding the entering
into the transaction to the Stock Exchange of Thailand pursuant to the Acquisition or Disposition Notifications.
However, Clause 21 of the Acquisition or Disposition Notifications stated that for the purpose of
comparing the volume of transactions, the Stock Exchange of Thailand may combine separate acquisitions occurring
during the 12 months period prior to the date on which a listed company or any of its subsidiaries acquires assets as
the same acquisition. In this case, if combining the EBT and the Capital Increase Share Allocation Transaction (for
which the transaction size equaled 756.79 percent) and the Termination of the Management Agreement Transaction
(for which the transaction size equaled 4.16), the total size of the transactions equaled 760.95. Therefore, these
transactions were considered as an acquisition of assets, Type 4, or the backdoor listing according to the Acquisition
or Disposition Notifications. Therefore, the Company was required to disclose to the Stock Exchange of Thailand the
information regarding the transactions, to appoint an independent financial adviser and to apply for an approval from
the Stock Exchange of Thailand by submitting a re-listing application to list its ordinary shares as listed securities on
the Stock Exchange of Thailand in accordance with the Regulations of the Stock Exchange of Thailand Re: Listing of
Ordinary Shares or Preferred Shares as Listed Securities, as well as to hold a shareholders meeting to approve the
transaction. The resolution of the shareholders meeting required an affirmative vote of not less than three-fourths of
the total votes of the shareholders attending the Meeting and having the right to vote, excluding the votes of the
shareholders who had interest.
Moreover, the Board of Directors meeting had passed a resolution approving the execution of the
termination of the Management Agreement between the Company and Siam Prime, and other agreements concerning
the entering into the transaction, to facilitate relevant actions. The Board of Directors also approved the authorization
of the Managing Director or persons assigned by the Managing Director as the person with authority to take actions
necessary and relevant to the matter on behalf of the Company until completion. Details were appeared in the
Enclosures 3, 4, and 5 which were sent to the shareholders together with the invitation letter and posted on the
Companys website (www.rasa.co.th) since 23 May 2014.
this agenda.
21
(Translation)
Resolution The Meeting approved the entering into the Termination of the Management Agreement Transaction
with a vote of not less than three-fourths of the total votes of the shareholders attending the Meeting
and having the right to vote, excluding the votes of the shareholders who had special interest.
Void Ballots 27 votes equivalent to 0.00001 percent
representing 402,536,882 votes, having 1 shareholder, Asso. Prof. Manop Bongsadadt who had
conflict of interest and no voting entitlement equaling to 687,500 votes.
Remark After consideration of this agenda, the Chairman (Mr. Lertchai Leelaryonkul) invited Asso.
Prof. Manop Bongsadadt back to the Meeting to further conduct the Meeting.
Agenda 11 To consider and approve the change of the auditor

The Chairman asked Mr. Lertchai Leelaryonkul to present details of the change of the Companys
auditor. Mr. Lertchai then presented to the Meeting the following.
As the Meeting approved the Business Integration Plan, details of which were appeared in Agenda
7, the Company deemed it appropriate to change the auditor who was approved by the Annual General Meeting of
Shareholders on 29 April 2014, by:
1. Approving the appointment of PricewaterhouseCoopers ABAS Ltd. as the Companys
auditor for the year 2014, by determining one of the following auditors to audit the Companys financial statements:
1.1 Mr. Vichian Khingmontri, Certified Public Accountant No. 3977 (never audited the
Companys financial statements)
1.2 Mrs. Anutai Poomsurakul, Certified Public Accountant No. 3873 (never audited the
Companys financial statements)
1.3 Ms. Varaporn Vorathitikul, Certified Public Accountant No. 4474 (never audited the
Companys financial statements).
These proposed auditors had no relationship and/or conflict of interest with the Company,
the executives, major shareholders or any related persons in a characteristic that may affect their independent
performance. The Meeting was asked to approve an audit fee of Baht 1,520,000, with the following details:
22
(Translation)
Audit Fee (Baht)

Description
Old New
Annual audit fee 360,000 960,000
Fee for reviewing 2 quarters (quarter 2 210,000 560,000
and quarter 3)
Fee for other services - -
Total fees 570,000 1,520,000
2. Increasing the current audit fee which was approved by the Annual General Meeting for the
year 2014 for quarter 1 from Baht 105,000 to Baht 250,000 due to the extra auditing work and assigning such work to
the new auditor.
this agenda.
Resolution The Meeting approved the appointment of the auditor from PricewaterhouseCoopers ABAS Ltd. to
be the Companys auditor, approved the audit fee to the new auditor and the increase of the audit
fee of the former auditor with a majority vote of the shareholders attending the Meeting and casting
their votes.
In this agenda, there were 95 shareholders presented at the Meeting in person and by proxy, representing
402,536,882 votes.
Agenda 12 To consider other business (if any)

The Chairman asked if any shareholder wished to propose any matter to the Meeting for
consideration, or if they wished to ask questions, comments, or recommendations.
There was a shareholder asking questions, giving comments and recommendations, which can be
summarized below.
23
(Translation)
Mr. Densin Roykiattisak, a shareholder: Did the Company have a policy to settle the ongoing
litigations shown in the financial statements before the takeover?
Mr. Jaruk Akeintumas: The Company had reserved an adequate amount of fund for these cases.
Since these litigations were under the judicial process, the Company would let them proceed pursuant to normal legal
actions.
There was no further question. The Chairman then thanked to Meeting participants for their time and declared
the Meeting adjourned at 11 a.m.
Signed Chairman of the Meeting

Associate Professor Manop Bongsadadt
24
Attachment 3 (1)
(Document for Consideration of Agenda 5:
To consider and approve the appointment of directors
who retire by rotation of the year 2015)
Profiles of Director Candidates

Name Surname : Mr. Longlom Bunnag
Current Position in the Board : Director
Nominated Position : Director
Age : 51 Years Old
Education : Higher National Diploma in Marketing, Hammersmith and West London College, England
Director Training Courses by Thai Institute of Directors Association (IOD) - None
Other Trainings - None
Work Experiences in Five Years Period
2014-Jan 2015 Director, Bhiromphat Company Limited
1990-2013 Chaiman, Jones Lang LaSalle (Thailand) Co., Ltd.
Other Current Positions
1. Listed Company - None
2. Public Company - None
3. Limited Company
- Director, Max Future Company Limited
- Director, Singha Property Development Company Limited
- Director, S Hotel Management Company Limited
- Director, S Hotel Phi Phi Island Company Limited
- Director, Phi Phi Village Asset Management Company Limited
4. Organization/ Institution - None
5. State Enterprise - None
Terms of Directorship at Singha Estate - 1 Term [from 12 September 2014 (8.30 a.m.) to present]
Meeting Attendance (Board of Directors) in 2014 - 3/3
% of Shareholding in Singha Estate - None
Conflict of Interest - None
Family Relation with Other Directors - None
Lawsuits in the 10 Preceding Years - None
Attachment 3 (2)

Name Surname : Mr. Nattavuth Mathayomchan
Current Position in the Board : Director / Member of Risk Management Committee
Nominated Position : Director
Age : 44 Years Old
Education : Master of Business Administration (Management), Kasetsart University
: Bachelor of Engineering (Civil Engineering), Khon Kaen University
Director Training Courses by Thai Institute of Directors Association (IOD) - None
Other Trainings - None
2014-Jan 2015 Director, Bhiromphat Company Limited
2010-2014 Vice President - Real Estate Development, Boonrawd Brewery Company Limited
1995-2010 Project Manager, Land and House Public Company Limited
3. Limited Company
- Director, Max Future Company Limited
- Director, Singha Property Development Company Limited
- Director, Boonrawd Farm Company Limited
4. Organization/ Institution - None
Terms of Directorship at Singha Estate - 1 Term [from 12 September 2014 (2.00 p.m.) to present]
Meeting Attendance (Board of Directors) in 2014 - 2/2
Attachment 3 (3)

Name Surname : Assistant Professor Thanavath Phonvichai, Ph.D.
Current Position in the Board : -
Nominated Position : Independent Director (Non-Management)
Age : 50 Years Old
Education
1995 Doctor of Philosophy, Applied Statistics and Research Methods, University of Northern Colorado, USA
1988 Master of Economics (Economics Development Economics Planning, Second-Class Honors),
National Institute of Development Administration
1985 Bachelor of Economics (Financial Economics, Second-Class Honors), Ramkhamhaeng University
Director Training Courses by Thai Institute of Directors Association (IOD)
- Director Accreditation Program (DAP 51/2006)
Other Trainings
- Top Executive Program in Commerce and Trade (TEPCoT), Class 2, Commerce Acadamy, University of the
Thai Chamber of Commerce
- Certificate in Capital Market Academy Leadership Program, Class 16
- Certificate in Energy Education Program for Executives, Class 4, Thailand Energy Academy
2009-2014 Dean of Faculty of Economics, University of the Thai Chamber of Commerce
Director, Thai National Tourism Committee
Director, Thai National Food Commission
Director, International Institute for Trade and Development
Director, Thai National Rice Policy Subcommittee - Marketing
Director, Monitoring and Evaluation of Macroeconomics Subcommittee, the Senate
Director, Trade Competition Committee, Ministry of Commerce
Director, Study and Development Committee on Retail and Wholesale Trade System, Ministry of
Commerce
Director, Economics and Academy Committee, the Thai Chamber of Commerce
Etc.
3. Limited Company - None
4. Organization/ Institution
- Vice Rector Research Department, University of the Thai Chamber of Commerce
- Director of the Center for Economic and Business Forecasting, University of the Thai Chamber of
Commerce
- Advisor to the Board, Thai Chamber of Commerce
- Director of the Anti-dumping and Countervailing Duty Committee, Ministry of Commerce
- Director of Patent Commission, Ministry of Commerce
- Guess Speaker for Chua Mong Tam Kin - a TV news talk - on Monday to Friday, TPBS Television
- Guess Speaker for Song Moom Khao - a radio news talk - on Monday to Friday, 100.5 FM Radio
Terms of Directorship at Singha Estate - None

Meeting Attendance (Board of Directors) in 2014 - None
Attachment 4
Director Nomination Process and Definition of Independent Director
Criteria and Procedures

Singha Estate nominates its directors according to the defined nomination process. Once a director position is
vacated, it selects suitable persons who are qualified by the SEC legislation and by the Companys
requirements for the nomination process.
1. WHEN A DIRECTOR COMPLETES HIS OR HER TERM
In nominating a suitable person as a director in the place of one who completes ones term, the Company gives
an opportunity to the shareholders to nominate a person with the qualifications meeting securities and exchange
laws as well as meeting the Companys own qualifications to stand for director election. The nomination is to
take place ahead of the annual general meeting of shareholders (AGM). To this end, the criteria and conditions
are announced on the Companys website. For a nomination to be valid, the Company requires minimum
combined shares of 1% of all voting shares. The Company Secretary then shortlists and nominates for the
Boards review those qualified by law and the defined criteria on the basis of beneficial experience, expertise,
and competency. Once the Board has endorsed the names, the Company nominates such persons for election
as directors at the AGM. To elect directors, a majority of votes of the attending eligible shareholders is needed.
Criteria and procedures for director election through the AGM are as follows:
1) Each shareholders votes equal his or her number of shares held, one share per one vote.
2) Voting is to be done for individual nominees, for which each shareholder is to exercise his or her entire votes
for individual directors, one by one.
3) Those that secure the highest votes, and those with the second highest votes, and so on, are regarded as
being elected, matching the number of directors to be elected. Should there be more than one person with
equal votes for a given position, the chairman of the meeting is to cast a deciding vote.
2. WHEN THE POSITION IS VACANT DUE TO OTHER CAUSES
In such cases, the Board may appoint a qualified person (or more) who does not bear forbidden qualities under
Public Limited Companies laws at the next Board meeting, except when the remaining term is less than two
months. The replacement director can be in position only within the remaining term of the previous director. The
vote in favor of the appointment must be no less than three-quarters of the remaining directors.
Definition of Independent Director

The Companys definition of independent director is stricter than the qualifications required by the Capital
Market Supervisory Board which are:
1) Hold up to 0.5% of the voting shares of the Company, holding company, subsidiaries, associates, major
shareholders, or its controllers. For this purpose, the shares held by related persons of individual
independent directors are to be included.
2) Are not or have not been involved in the management, wage earners, employees, advisers on regular
payroll, or controllers of the Company, holding company, subsidiaries, associates, sister companies, major
shareholders, or the mother company unless the foregoing status has ended for not less than two years.
3) Are not persons of blood relationship or legal registration as father, mother, spouse, sibling, or children,
including the spouses of the children and of other directors, executives, major shareholders, controllers, or
those nominated as directors, executives, or controllers of the Company or its subsidiaries.
4) Do not have or have not had business relationship with the Company, holding company, subsidiaries,
associates, major shareholders, or the Companys controller that could obstruct their independent exercise
of discretion; are not or have not been significant shareholders, or controllers of those with business
relationship with the Company, holding company, subsidiaries, associates, major shareholders, or the
Companys controller unless the foregoing status has ended for not less than two years.
Under the previous paragraph, business relationships include trade transactions routinely engaged for
renting of real estates, asset-related or service-related transactions, or financial assistance provided or
received involving loans or collateral, provision of assets as loan collateral or the likes-all of which result in
the Company or its contract counterpart owing from 3% of its net tangible assets or Baht 20 million upward
(whichever is lower). The calculation of such debts is to follow the method of calculating the value of related-
party transactions under the announcement of the Capital Market Supervisory Board on the criteria for
engagement in related transactions. However, in the consideration of such debts, they are to incorporate
debts incurred during the year before the business relationship date with the same person.
5) Are not or have not been the auditor of the Company, holding company, subsidiaries, associates, major
shareholders, or the Companys controller; and are not significant shareholders, controllers, or partners of
the auditing office that the auditor of the Company, holding company, subsidiaries, associates, major
shareholders, or the Companys controllers are attached to unless the foregoing status has ended for not
less than two years.
6) Are not or have not been professional advisers, whether legal or financial, with a consulting fee of more than
Baht 2 million a year from the Company, holding company, subsidiaries, associates, major shareholders,
the Companys controllers; and are not significant shareholders, controllers, or partners of such professional
advisers unless the foregoing status has ended for not less than two years.
7) Are not directors appointed as the representatives of other directors of the Company, major shareholders,
or shareholders related to the Companys major shareholders.
8) Are not engaged in similar businesses and significantly competitive businesses with those of the Company,
its subsidiaries; are not significant partners in partnerships, management directors, wage earners,
employees, advisers on regular payroll, or those holding more than 1% of the total voting rights in other
companies engaged in similar businesses and significantly competitive businesses with those of the
Company or its subsidiaries.
9) Do not have any characteristics that hinder expression of views freely on the Companys business.
Attachment 5
(Translation)
Information Memorandum on Acquisition of Assets of
Singha Estate Public Company Limited (Schedule 2)
The meeting of the Board of Directors of Singha Estate Public Company Limited. (the Company)
No. 1/2015 held on 27 February 2015 resolved to approve to propose to the shareholders meeting to grant
approval for the Company to invest in ordinary shares of Nirvana Development Company Limited
(Nirvana) by acquiring 3,649,993 shares (representing 51% of the total ordinary shares of Nirvana) at an
acquisition price of Baht 485.44 per share from (1) Good Prosper Holdings Limited and (2) Compile House
Co., Ltd., which are not connected persons of the Company, for which the Company will pay in kind with
186,509,792 newly issued ordinary shares of the Company at Baht 9.5 per share, totalling to a value of
Baht 1,771,843,024. The price of the newly issued shares offered to the aforementioned specific persons
is not less than 90 percent of the market price (additional details in Enclosure 8). The Board of Directors
also approved to propose to the shareholders meeting to grant approval for the Company to subscribe to
newly issued ordinary shares of Nirvana proportionately to the shareholding percentage of 51% amounting
to 831,724 shares, out of the total 1,630,832 newly issued ordinary shares, at Baht 383.24 per share,
totalling to a value of Baht 318,749,906. The proceeds from this capital increase will be used for business
expansion accordingly. The total combined transactions amount to a value of Baht 2,090,592,930. In
addition, the Board of Directors meeting of the Company No. 1/2015 approved the Company to enter into
the Share Purchase and Share Subscription Agreement and other relevant agreements on required for the
transaction.
The share acquisition transaction is considered an acquisition of assets in accordance with

Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into
Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008, and Notification
of the Board of Governors of the Stock Exchange of Thailand (SET) Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004)
dated 29 October 2004 (the Notification on Acquisition or Disposal). The highest transaction value is
equal to 21.50% on a total value of consideration basis. When coupled with other asset acquisition
transactions entered into during the previous six months before the date of this transaction, as below:
1. Purchase of land, buildings and properties used for business operation of Outrigger Phi Phi
Island Resort from MFC Amazing A-la Andaman Property Fund for a total value of Baht
2,450,000,000, the seller of which is not a connected person of the Company pursuant to
1
Notification of the Notification on Acquisition or Disposal, with the highest transaction value of
37.26% based on the total value of consideration basis.
2. Acquisition of shares and right on claim of short-term credits from existing shareholders of
Phi Phi Village Asset Management Co., Ltd., comprising of 1) a total of 249,998 ordinary
shares with par value of Baht 100 each, 2) a total of 225,000 preferred shares with a par value
of Baht 100 each, totally representing 94.99% of total issued and paid-up shares, and 3) right
on claim of short-term credits from existing shareholders, altogether amounting to Baht
322,500,000 in total value, the sellers of which are not connected persons of the Company
pursuant to the Notification on Acquisition or Disposal, and the highest transaction value of
which is equal to 4.90% on a total value of consideration basis.
The aggregate value of the transaction will be 63.66% on a total value of consideration basis,
hence considered as a Type 1 transaction in accordance with the Notification on Acquisition or Disposal.
Therefore, the Company is required to disclose the information memorandum as follows:
1. Information Memorandum Schedule 1 - Information Memorandum submitted to the Stock Exchange

of Thailand according to the Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004) (Information Memorandum
Schedule 1)
1) Date of entering into the transaction
The Company has signed the Share Purchase and Share Subscription Agreement with the sellers
on 27 February 2015 (after obtaining approval from the Board of Directors meeting No. 1/2015 of the
Company), and will enter into the transaction after obtaining approval from the general meeting of
shareholders of the Company.
2) Parties involved and their relationship with the listed company
Acquisition of ordinary shares of Nirvana from existing shareholders transaction

Buyer : Singha Estate Plc.
Sellers : Existing shareholders of Nirvana Development Co., Ltd.
Comprising two sellers below:
1. Good Prosper Holdings Limited 3,500,000 shares
2. Compile House Co., Ltd. 149,993 shares
Relationship with the listed company : All sellers do not fall within the criteria of being connected
persons of the Company
2
Subscription of newly issued ordinary shares of Nirvana transaction
Issuer : Nirvana Development Co., Ltd.
Relationship with the listed company : The issuer does not fall within the criteria of being
connected person of the Company
3) General characteristics, type, and size of asset acquisition transaction
The Company will invest in ordinary shares of Nirvana by acquiring 3,649,993 shares
(representing 51% of the total ordinary shares of Nirvana) at an acquisition price of Baht 485.44 per share
from (1) Good Prosper Holdings Limited and (2) Compile House Co., Ltd., which are not connected persons
of the Company. In exchange the Company will pay in kind with 186,509,792 newly issued ordinary shares
of the Company, equivalent to 3.8% of the total registered capital of Company after capital increase (for
this portion), at Baht 9.5 per share, totalling to a value of Baht 1,771,843,024.
After completion of the aforementioned investment, the Company intends to subscribe to the
newly issued ordinary shares of Nirvana proportionately to the shareholding percentage of 51% amounting
to 831,724 shares, out of the total 1,630,832 new ordinary shares, at Baht 383.24 per share, totalling to a
value of Baht 318,749,906. The Company will entirely pay for such newly issued shares by cash.
Pursuant to the Notification on Acquisition or Disposal, based on the financial statements of the
Company and Nirvana as at 31 December 2014 and 30 September 2014 respectively, the highest
transaction value is equal to 21.50% based on the total value of consideration basis. The calculation of the
transaction sizes are as detailed below:
1. Comparison of net tangible asset (NTA) value

Transaction size = % of NTA of Nirvana in the acquisition proportion x 100
NTA of the Company
= 911.3 x 51% x 100
5,122.5
= 9.07%
2. Comparison of net profit

Transaction size = % of net profit of Nirvana in the acquisition proportion x 100
Net profit of the Company
3
= Cannot be calculated due to negative net profits of the Company
in 2014
3. Comparison of total value of consideration

Transaction size = Value of consideration received/paid x 100
Total assets of the Company
= 2,090.6 x 100
9,721.7
= 21.50%
4. Comparison of equity share value

Transaction size = Number of shares issued as consideration x 100
Total number of issued and paid-up shares of the Company
= 186.5 x 100
4,712.4
= 3.96%
Calculation details of the transaction size of the investment in ordinary shares of Nirvana:
Basis of calculation Transaction size

1. Net tangible asset (NTA) value method 9.07%
2. Net profit method Cannot be calculated/1
3. Total value of consideration method 21.50%
4. Securities (issued to pay for assets acquired) value method 3.96%
Note: NTA = Total assets Intangible assets Total liabilities Non-controlling equity)
/1
Cannot be calculated due to negative net profits of the Company in 2014
The highest transaction value is equal to 21.50% based on the total value of consideration basis.
When coupled with other asset acquisition transactions entered into during the previous six months before
the date of this transaction, the aggregate value of the transaction will be 63.66% based on the total value
of consideration basis, hence it is considered as a Type 1 transaction in accordance with the Notification
on Acquisition or Disposal, whereby the value is equal to 50% or higher, but lower than 100%. Therefore,
the Company is required to disclose the information memorandum on such transaction to the Stock
Exchange of Thailand, and to hold a shareholders meeting to consider the approval of the transaction with
the vote of no less than three fourth of the votes of all shareholders who are present at the meeting and
4
who are entitled to vote. Moreover, the Company is required to appoint an Independent Financial Advisor
to opine of the reasonableness of the transaction and submit to the Stock Exchange of Thailand and
shareholders of the Company.
4) Description of assets to be acquired
4.1 Ordinary shares of Nirvana Development Co., Ltd., as detailed below:
Company name : Nirvana Development Co., Ltd.

Establishment date : 1 February 2005
Nature of business : Development of property, comprising single detached house,
commercial building, and townhouse, for sale and for lease.
Head office : No. 343/351 Prasert Manukit Road, Nuanchan Subdistrict,
Bung Koom District, Bangkok 10230
Registered capital : Baht 715,684,900, divided into 7,156,849 shares each of
Baht 100 par value
Paid-up capital : Baht 715,684,900
4.2 List of the major shareholders as of 28 March 2015 and after share purchase
As at 28 March 2015 After Share Purchase/1
Percentage Percentage

No. of Shares of paid-up No. of Shares of paid-up
share capital share capital
1.Singha Estate Plc. - - 3,649,993 51.00
2.Good Prosper Holdings Limited /2 3,500,000 48.90 - -
3.Mrs. Wattana Somwattana 1,471,393 20.56 1,471,393 20.56
4.At Bliss Co., Ltd. 644,117 9.00 644,117 9.00
5. Mr. Anuchat Angsumethangkoon 378,308 5.29 378,308 5.29
6. Mr. Tanisorn Koosuwan 284,931 3.98 284,931 3.98
7.Compile House Co., Ltd. /3 149,993 2.10 - -
8.Mr. Sornsak Somwattana 133,993 1.87 133,993 1.87
9.Other Shareholders 594,114 8.30 594,114 8.30
7,156,849 100.00 1,471,393 100.00
/1
Remark : Based on the assumption that there are no changes in shareholding except for the ordinary share sale and
purchase transaction
/2
Good Prosper Holdings Limited is an investment company registered in Hong Kong with the major
shareholder being Haven Views Group Limited which is a company registered in the British Virgin Islands.
5
/3
Compile House Co., Ltd. is an investment company registered in Thailand with the major shareholder being
Mr. Thitipun Peerawasut, Mr. Pattaraset Peerawasut, and Mr. Burapat Manokasaemsan as at 19 January 2015.
The authorized director of Compile House Co., Ltd. is Mr. Thitipun Peerawasut.
4.3 List of directors as of 17 March 2015 and after the transaction

Before the transaction
List of directors Position
1. Mr. Anuchat Angsumethangkoon Director
2. Mr. Sornsak Somwattana Director
3. Mr. Veerapol Pairachvej Director
After the transaction

List of directors Position
1. Mr. Naris Cheyklin Chairman (Representative from the Company)
2. Mr. Nattavuth Mathayomchan Director (Representative from the Company)
3. Mr. Terachart Numanit Director (Representative from the Company)
4. Mr. Methee Vinichbutr Director (Representative from the Company)
5. Mr. Anuchat Angsumethangkoon Director
7. Mr. Veerapol Pairachvej Director
4.4 Nature of business operation

Nirvana and its subsidiaries engage in property development, with focus on development of
residential property comprising of single detached house, townhouse and commercial building, with
various facilities. Moreover Nirvana provides construction service for customers who purchase lands from
the Nirvana. The subsidiaries of Nirvana also operate other businesses relating to property development.
Business operations of the Nirvana group of companies can be summarized as follows:
1. Purchase and sale of large plots of land for division into plots for further development and
management into residential projects with roads and other public infrastructures before selling to
customers.
2. Development of land and building, covering allocation of land area, design, and construction,
service, and other relevant services in order to increase the value of the land such as single detached
house, townhouse and commercial building.
6
3. Construction service for customers who purchase lands from the Nirvana by subcontracting to
sub-contractors under the supervision of Nirvana.
Nirvana has shareholdings in five subsidiaries as follows:

Investment in subsidiaries Nature of business Amount (Baht) Shareholding
operation proportion (%)
1. Nirvana Construction Co., Ltd. (NC) Construction contractor 140,000,000 99.99%
2. Nirvana Rama 9 Co., Ltd. (NR) Property development 150,000,000 99.99%
3. Nirvana U Co., Ltd. (NU) Property development 80,000,000 99.99%
4. Subthanarin Co., Ltd. (STR) Property development 65,000,000 99.99%
5. Nirvana River Co., Ltd. (RV) Property development 5,000,000 99.99%
Total 440,000,000
As at 31 December 2014, current projects under operations of Nirvana and its subsidiaries
comprise of 10 projects as follows:
Project name Type Project Project value No. of units
Opening (Baht million) Total Remaining
1 @ Work 2 Kaset Navamin Home Office 2012 792 56 10
2 Beyond 3 Kaset Navamin (Phrase I) 3 storey SDH 2012 1,214 68 29
3 Beyond 2 Rama 9 3 storey SDH 2011 995 62 3
4 Beyond 5 - Suanluang 3 storey SDH 2013 1,031 56 52
5 Nirvana Beyond Lite Rama 9 3 storey SDH 2009 1,289 156 37
6 Nirvana Icon Wongwean Rama 9 2-3 storey SDH 2013 572 72 17
7 Nirvana Intro 2 storey SDH 2011 307 69 6
8 The Tara 2 storey SDH 2010 280 54 24
9 Cover Onnut Townhome 2013 530 194 173
3 storey SDH /
10 Beyond @ Beach, Pattaya condominium 2013 310/1 18/1 16/1
/1
Note : Only for 3 storey SDH (single detached house) portion
7
4.5 Operating results and financial status of Nirvana Development Co., Ltd.
Unit: Baht
Company only/1 Consolidated
Statement of Comprehensive Income
1 Jan. - 31 Dec. 2013/1 1 Jan. - 30 Sept. 2014/2
Total revenues 973,419,658 1,006,023,328
Income from sales of property 882,579,130 566,398,429
Income from contractor service 90,840,528 439,624,899
Cost of sales 706,562,651 643,904,512
Gross profit 266,857,007 362,118,816
Other income 33,164,955 26,521,137
Profit (Loss) before expenses 300,021,962 388,639,954
Selling and administrative expenses 209,564,730 144,052,327
Profit before financial expenses and tax 90,457,232 244,587,627
Net profit (loss) 40,851,401 172,176,806
/1
Source : Company only financial statement of Nirvana Development Co., Ltd audited by D I A International Audit
Co., Ltd., as Nirvana has not yet prepared an audited consolidated financial statement in year 2013.
/2
Reviewed consolidated financial statement by D I A International Audit Co., Ltd.
Unit: Baht
Company only /1 Consolidated
Statement of Financial Position
As at 31 Dec. 2013/1 As at 30 Sept. 2014/2
Assets
Cash and cash equivalents 9,103,620 26,087,060
Trade accounts receivable and other
151,407,268 143,413,235
receivables
Unbilled completion works 2,112,748 117,733,059
Short-term loans to related persons and
101,837,672 106,636,634
other companies
Inventories 1,515,329,867 1,847,683,088
Land held for development 298,498,698 298,498,698
Deposits - 111,000,000
Total current assets 2,078,289,874 2,651,051,774
Pledge deposits at financial institutions - 644,180
Investment in subsidiaries 439,998,900 -
Property, plant and equipment 59,856,475 67,585,938
8
Unit: Baht
Intangible assets 5,478,281 4,594,172
Deferred tax assets 2,247,175 8,443,143
Other non-current assets - 8,561,925
Total non-current assets 507,580,831 89,829,357
Total assets 2,585,870,705 2,740,881,131
Liabilities and shareholders equity
Bank overdrafts and short-term loans
21,563,532 33,179,370
from financial institutions
Trade accounts payable and other
155,976,750 215,922,366
payable
Short-term loans 293,028,200 367,145,501
Unearned revenue under construction
134,913,760 30,808,165
contracts
Unearned revenue under agreement to
82,431,701 56,099,069
buy and sell
Current portion of liabilities under
5,245,065 -
financial lease contract
Current portion of long-term loans from
579,390,006 386,494,397
financial institutions
Retention payable 19,158,312 33,526,498
Accrued corporate income tax 1,821,688 33,562,513
Short-term provisions 6,211,842 10,065,552
Total current liabilities 1,299,740,857 1,166,803,431
Liabilities under financial lease contract 8,526,189 5,721,030
Long-term loans from financial
515,632,063 639,027,503
institutions
Employee benefit obligations 4,091,876 5,056,969
Total non-current liabilities 528,250,128 649,805,501
Total liabilities 1,827,990,985 1,816,608,932
Issued and paid-up share capital 715,684,900 715,684,900
Retained earnings 42,194,820 208,586,193
Non-controlling interests - 1,107
Shareholders equity 757,879,720 924,272,200
Total liabilities and shareholders equity 2,585,870,705 2,740,881,131
9
/1
Source : Company only financial statement of Nirvana Development Co., Ltd audited by D I A International Audit
Co., Ltd., as Nirvana has not yet prepared an audited consolidated financial statement in year 2013.
/2
Reviewed Consolidated Financial Statement by D I A International Audit Co., Ltd.
5) Total value of consideration and other conditions
5.1 Total value of consideration

The Company will invest in 4,481,717 ordinary shares of Nirvana with a total consideration of
Baht 2,090,592,930, as detailed below:
1) 3,649,993 existing ordinary shares with a value of Baht 1,771,843,024.
2) 831,724 newly issued ordinary shares with a value of Baht 318,749,906.
5.2 Payment conditions

The Company will pay a consideration in kind to the existing shareholders who are the sellers
of Nirvanas ordinary shares to the Company with 186,509,792 newly issued ordinary shares of the
Company at Baht 9.5 per share, equivalent to a share exchange ratio of 1 shares of Nirvana for 51.10
new shares of the Company.
For the investment in 831,724 newly issued ordinary shares of Nirvana with a total value of Baht
318,749,906, the Company will pay entirely by cash.
6) Value of assets to be acquired
The value of 3,649,993 ordinary shares of Nirvana is Baht 1,771,843,024 calculated based on the
purchase price of ordinary share of Nirvana at Baht 485.44 per share. However, if calculated based on a
book value according to the financial statement as of 30 September 2014, the value is Baht 471,378,823.
For the 831,724 newly issued ordinary shares of Nirvana which will be subscribed by the
Company, the value of such newly issued ordinary shares of Nirvana is Baht 318,749,906, calculated
based on the offering price of Baht 383.24 per share, which is the same offering price for all shareholders
in Nirvana.
7) Criteria for determination of consideration value
The criteria used for determining value of the consideration is from negotiations between the
Company, the sellers and Nirvana based on the operating results financial performances, and valuation of
current projects and projects in the near future as well as considering the potential of Nirvana to
10
continuously grow its business and generate income as well as the opportunity for the Company to expand
into the property development business.
8) Expected benefits from the transaction
The transaction will enable the Company to recognize income and profit immediately as Nirvana
has been in operation for more than 10 years with good performance. Moreover, the projects under
development and those to be developed in near future have high potential to generate income and high
returns. In addition, the investment in Nirvana enables the Company to expand its business, diversify risks,
and respond to customers various demands, from high-rise projects, low-rise residential projects, and
hotels. This will bring about satisfactory operating results and value creation for the Companys
shareholders in the long run. Such investment will also facilitate and expedite the Companys entry into
low-rise residential business by leveraging on the brand, personnel, experience and expertise of Nirvana.
9) Sources of finance for the entry into the transaction
The Company will increase capital by issuing 186,509,792 ordinary shares with a par value of
Baht 1 each, totalling to an increase in registered capital of Baht 186,509,792 at Baht 9.5 per share, as
consideration for the existing shareholders of Nirvana who sell their shares to the Company, implying a
share exchange ratio of 1 shares of Nirvana for 51.10 newly issued shares of the Company.
For the subscription of newly issued ordinary shares of Nirvana with the value of Baht 318,749,906,
the Company will use internal source of fund and/or loan from commercial bank.
10) Conditions of the transaction
The above transaction is considered a Type 1 asset acquisition transaction in accordance with
the Notification on Acquisition or Disposal, therefore, the Company is required to disclose the information
memorandum on such transaction to the Stock Exchange of Thailand, and to hold a shareholders meeting
to consider the approval of the transaction with the vote of no less than three fourth of the votes of all
shareholders who are present at the meeting and who are entitled to vote. Moreover, the Company is
required to seek approval for the increase of capital and allocation of newly issued shares via private
placement for the consideration to the existing shareholders of Nirvana who sell their shares to the
Company.
11
11) Opinion of the Board of Directors on the transaction
The Board of Directors meeting of the Company No. 1/2015 considered the above information
and opined that the investment in the ordinary shares of Nirvana is deemed appropriate and reasonable
and will create returns and value to both the Company and its shareholders in the long run. Therefore, the
Board of Directors meeting resolved to approve to propose to the shareholders meeting to grant approval
for the Company to enter into the transaction.
12) Opinion of the Audit Committee and/or the director which is different from the Board of Directors
opinion
The Companys Audit Committee, upon consideration, has the same opinion as the Board of
Directors.
2. Responsibility of the director with respect to the information in documents sent to shareholders
The Board of Directors of the Company have reviewed the information in this Information
Memorandum with care in their capacity and according to the available information and certify that the
information contained in this Information Memorandum is accurate, complete, truth, not materially
misleading and no important information, which should be disclosed, are omitted.
3. Opinion of an independent expert
The Company has appointed C.I.T. Appraisal Co., Ltd. as the Independent Appraiser to appraise the
value of assets of Nirvana for supporting the analysis of the valuation of Nirvanas shares, and has
appointed 15 Business Advisory Co., Ltd. and Grand Asset Advisory Co., Ltd. as the Independent
Appraiser to appraise the value of assets of the Company. The summary of the appraisal report can
according to Enclosure 6 in Appendix 1 and 2. All three Independent Appraisers are in the list of valuers
approved by the Office of the Securities and Exchange Commission according to the Notification of the
Capital Market Supervisory Board No. Sor Chor. 24/2555 (as of 1 January 2015). In addition, there three
Independent Appraisers do not hold any shares and do not have relationship with the Company.
4. Companys debt
1) The total amount of debt instruments having been issued and those not having been issued
None
12
2) The total amount of long-term loans with specified repayment period, including the liability to place
assets as collateral
Credit line Interest rate Collateral Outstanding Value (Baht million)

(Baht million) per annum 2013 2014
200.0 MLR 1.5% Land and buildings of Santiburi - 190.3
350.0 MLR 1.5% Beach Resort and Spa 57.7 143.1
400.0 MLR 0.25% Commercial unit No. 8/299 and - 69.4
8/300 (Lighthouse Project)
625.3 MLR Land of Ramindra project - 140.3
Total 57.7 543.1
The above term loans can be classified into due within 1 year, due after 1 year but within 5 years,
and due after 5 years as follows;
Term loans Outstanding Value (Baht million)
2013 2014
Due within 1 year 11.0 38.28
Due after 1 year but within 5 years 46.7 282.2
Due after 5 years - 222.6
Total 57.7 543.1
3) The total value of debts in other categories, including overdrafts, indicating the liability to place assets
as collateral
As of 31 December 2013 and 31 December 2014, the Company has overdraft accounts with one
commercial bank with the credit line of Baht 25 million which is collateralized by land and buildings of
Santiburi Beach Resort and Spa. As at 31 December 2014, the Company has the credit line for promissory
notes of Baht 9,060 million which does not require any collateral. As at 31 December 2014, the Company
has utilized such promissory notes amounting to approximately Baht 3,207 million.
13
4) Indebtedness to be incurred in the future
As of 31 December 2013 and 2014, the Company has obligations under normal course of business
from the Letter of Guarantee in the amount of Baht 47.74 million and Baht 47.73 million, respectively.
5. Company information
1) Information relating to nature of business operations
For the past 19 years, the Company has focused on the development of property for sale. It was
not until September 2014 that the Company underwent the business integration by entire business transfer
whereby businesses under the Singha Property Management Group and Santiburi Co., Ltd. were entirely
transferred to the Company. This move, along with business expansion through the acquisition of assets,
has grown projects under the companys businesses from residential properties to investment properties
and the hotel business.
Property for sale business
As of 31 December 2014, the Company has two projects, developed before the business
integration and currently under sale and transfer.
Intro Condominium Project

Location Pradiphat Road, Samsen Nai, Phya Thai, Bangkok Metropolis
Area 3-1-33 rai
Project detail 37-floor condominium
450 units with usable area of 38.01 137.67 sq.m. per unit
Sales price per unit Baht 2.50 million Baht 13.30 million
Project value Baht 1,450 million
Units remaining /1
8 units, worth about Baht 28.14 million
Sale and transfer are expected to be completed by the first
quarter of 2015.
Remark: /1 As of 31 December 2014
Rasa Maxx Ville Project

Location Phahonyothin Soi 73, Phahonyothin Road, Sanam Bin, Don
Mueang, Bangkok Metropolis
Area 20-2-75.1 rai
Project detail Two-storey townhomes sized 18.8 39.8 sq.wa
Total of 217 units with usable area of 100-120 sq.m. per unit
14
Sales price per unit Roughly Baht 2 million to Baht 3.9 million
Units remaining /1 7 units, worth about Baht 17.39 million
Sale and transfer are expected to be completed by the first
quarter of 2015.
Remark: /1 As of 31 December 2014
Investment property business

As of 31 December 2014, the Company owns and manags one shopping center, namely The
Lighthouse, a project developed before the business integration.
The Lighthouse Project

This small shopping center with a net leasable area of about 3,500 sq.m. on Charoen Nakhon Road
has four storeys for rent, currently rented out to assorted tenants, including food and drinks, retail stores,
clinics, plane ticket and tour program sales (domestic and outbound), tutorial schools, and spas.
Location Charoen Nakhon Road, Khlong Ton Sai, Khlong San, Bangkok
Metropolis
Area 2-3-62 rai
Project detail Rentable space for commercial retail stores, mainly for the
convenience of project residents and those in nearby
communities. The project is currently under improvement and
store-layout reconfiguration to better meet the needs of
customer groups.
Project highlights Downtown location on Charoen Nakhon Road,
convenient for all modes of travel. Near an
expressway, a pier, and the Krung Thonburi BTS
(skytrain) station.
Car park of 100 slots.
A variety of shops, including convenience stores.
Target customer groups Food shops, apparel shops, language schools, clinics,
(tenants) convenience stores, bank branches, SME businesses.
15
Hotel business
The Companys policy is to grow the hotel business through joint investment and acquisition.
Currently, it owns and operates two hotels, namely Santiburi Beach Resort and Spa, transferred from
Santiburi Co., Ltd., under the business acquisition plan of September 2014, and Phi Phi Island Village
Beach Resort Hotel, acquired by the Company in November 2014.
Santiburi Beach Resort and Spa

In service for over 20 years, this well-known five-star hotel is located on Mae Nam Beach, Koh
Samui, Surat Thani. Among the premier hotels on the island, it is known for high-standard service. After
about three months of renovation in 2014, the new-look hotel was re-opened in December 2014.
Location 12/12 Moo 1, Tambon Mae Nam, Koh Samui, Surat Thani
Area 56-3-93.7 rai
Hotel detail Five-star hotel with a private beach, 12 duplex rooms, and 59
villa-type accommodation, a total of 71 rooms (as of 31
December 2014)
Target customer group Family customers, notably Europeans
Phi Phi Island Village Beach Resort

Phi Phi Island Village Beach Resort is a four-star hotel situated on Phi Phi Don Island, Ao
Nang, Amphoe Mueang, Krabi. The hotel is designed with secluded bungalows which conform
comfortably to the natural surroundings and various facilities.
Location Koh Phi Phi Don, Ao Nang, Amphoe Mueang, Krabi
Area 167-1-42 rai
Hotel detail Four-star hotel on a beach, with 112 villa-type accommodation
and 5 villa clusters
Target customer group Family customers, notably Asians (Koreans, Chinese,
Japanese) and Russians
2) Summary of financial statements and explanation and analysis of financial condition and
operating result
While from a legal perspective the Company (originally Rasa Property Development Plc. (RASA)) is
the acquirer of shares in Santiburi Co., Ltd. (STB) and S Bright Future Co., Ltd. (SBF), the accounting
standard views the business integration as a reverse acquisition whereby STB and SBF are acquirers and
RASA is the acquired. As a result, the consolidated financial statement information of the Company were
16
prepared as if STB and SBF were amalgamated with one another from the start and acquired RASA on 12
September 2014. Therefore, the financial statements cannot be compared on the same basis with the
Companys (RASAs) financial statements for the year 2012.
2.1 Summary of financial statements

31 December 2013 31 December 2014

Statement of Financial Position (Audited) (Audited)
Baht million % Baht million %
Assets
Current assets
Cash and cash equivalents 429.20 8.67 766.38 7.88
Short-term investments - - 131.85 1.36
Trade and other receivables, net 12.66 0.26 52.77 0.54
Amounts due from related parties 91.27 1.84 0.07 0.00
Loans to related parties 219.50 4.43 - -
Costs of property development - - 794.83 8.18
Inventories 5.49 0.11 11.72 0.12
Other current assets 4.36 0.09 40.05 0.41
Total current assets 762.48 15.40 1,797.67 18.49
Non-current assets
Restricted bank deposits 1.35 0.03 51.05 0.53
Land held for development 1,097.58 22.16 1,499.62 15.43
Investment property, net 2,627.47 53.06 2,819.97 29.01
Property, plant and equipment, net 458.31 9.26 3,122.88 32.12
Intangible assets, net 0.09 0.00 22.98 0.24
Goodwill - - 399.00 4.10
Deferred income tax assets 3.98 0.08 6.80 0.07
Other non-current assets 0.70 0.01 1.78 0.02
Total non-current assets 4,189.48 84.60 7,924.07 81.51
Total assets 4,951.95 100.00 9,721.75 100.00
Current liabilities
Bank overdrafts and short-term loans from financial
- - 3,166.86 32.57
institutions
Trade and other payables 36.42 0.74 234.73 2.41
Amounts due to related parties 0.37 0.01 0.03 0.00
Current portion of long-term loans 11.00 0.22 38.28 0.39
Short-term loans from related parties 16.00 0.32 90.56 0.93
Income tax payable 5.18 0.10 5.57 0.06
17
Statement of Financial Position (Audited) (Audited)
Retention payables 0.95 0.02 25.06 0.26
Other current liabilities 23.08 0.47 73.34 0.75
Total current liabilities 93.00 1.88 3,634.42 37.38
Non-current liabilities
Long-term loan from related parties 0.56 0.01 - -
Long-term loans, net 46.66 0.94 504.79 5.19
Employee benefits obligation 18.41 0.37 21.40 0.22
Deferred income tax liabilities - - 9.42 0.10
Other non-current liabilities - - 0.46 0.00
Total non-current liabilities 65.62 1.33 536.08 5.51
Total liabilities 158.62 3.20 4,170.50 42.90
Shareholders equity
Share capital
Registered share capital
4,712,350,732 ordinary shares at
par of Baht 1 each 4,235.00 85.52 4,712.35 48.47
Issued and paid-up share capital
4,712,350,732 ordinary shares at
par of Baht 1 each - - 4,712.35 48.47
42,350,000 ordinary shares at
par of Baht 100 each 4,235.00 85.52 - -
Premium from acquisition - - 551.15 5.67
Discount from acquisition of non-controlling interest - - (21.50) (0.22)
Retained earnings
Appropriated
- Legal reserve 10.00 0.20 10.00 0.10
Unappropriated 548.33 11.07 297.56 3.06
Other components of shareholders equity - - 0.77 0.01
Total parent's shareholders equity 4,793.33 96.80 5,550.32 57.09
Non-controlling interests - - 0.93 0.01
Total shareholders' equity 4,793.33 96.80 5,551.25 57.10
Total liabilities and shareholders equity 4,951.95 100.00 9,721.75 100.00
18

Statement of Comprehensive Income (Audited) (Audited)
Revenue from sales of house and condominium units - - 142.77 35.48
Revenue from services 260.76 94.92 219.63 54.58
Costs of house and condominium unit sold - - (113.03) (28.09)
Costs of services (96.36) (35.08) (118.59) (29.47)
Gross profit 164.39 59.84 130.77 32.50
Other income 13.95 5.08 40.03 9.95
Selling expenses (46.48) (16.92) (37.23) (9.25)
Administrative expenses (95.75) (34.86) (348.95) (86.71)
Financial costs - interest expenses (0.93) (0.34) (28.05) (6.97)
Profit (loss) before income taxes 35.19 12.81 (243.43) (60.49)
Income taxes (9.04) (3.29) (6.17) (1.53)
Profit (loss) for the year 26.14 9.52 (249.60) (62.02)
Other comprehensive income, net of tax
Gains on re-measuring available-for-sale investments - - 0.77 0.19
Actuarial gains on defined employee benefit plans - - - -
Other comprehensive income for the year, net of tax - - 0.77 0.19
Total comprehensive income (expense) for the year 26.14 9.52 (248.83) (61.83)
Profit (loss) for the year attributable to:
Owners of the parent 26.14 9.52 (250.78) (62.32)
26.14 9.52 (249.60) (62.02)
Total comprehensive income (expense) attributable to:
26.14 9.52 (248.83) (61.83)
Earning per share
Basic earning (loss) per share (BAHT per share) 0.01 (0.05)
19
Statement of Cash Flows

Statement of Cash Flows (Audited) (Audited)
Baht million Baht million
Cash flows from operating activities
Profit (loss) for the period before income taxes 35.19 (243.43)
Adjustment to reconcile net profit (loss) for cash receipts
(payments) from operations
Depreciation and amortisation expenses 29.41 43.90
Allowance for doubtful account 1.39 (1.49)
(Gains) lossess on disposal of fixed assets 1.57 -
Write-off of assets - 18.24
Interest income (10.74) (11.13)
Financial costs 0.93 28.05
Cash flows before changes in working capital 57.73 (165.85)
Changes in working capital
Costs of property development - 14.58
Trade and other receivables (6.39) (63.40)
Amount due from related parities - 91.20
Inventories (0.13) (1.85)
Other current assets (0.14) (35.69)
Other non-current assets (0.57) (0.41)
Trade and other payables (37.95) 52.43
Amounts due from related parties 0.37 198.31
Employee benefits obligation 3.46 (5.94)
Other current liabilities 2.85 1.25
Cash generated from operating activities 19.23 84.62
Interest paid (0.93) (28.05)
Income tax paid (9.04) (6.41)
Net cash generated from operating activities 9.26 50.16
Cash flows from investing activities

Cash receipts from disposal of other investment 120.31 -
Cash receipts from short-term loans from related parties 5.00 286.16
Cash payments for short-term loans from related parties (5.00) (66.66)
Decrease (increase) in restricted bank deposits (0.04) -
Proceeds from disposal of property and equipment 0.99 -
Proceeds from disposal of land held for development - 361.13
Cash payments for purchase of intangible assets - (4.84)
Cash payments for purchase of investment property (112.34) (140.77)
20
Cash payments for purchase of land held for
(1,097.58) (434.04)
development
Cash payments for purchase of property and equipment (122.60) (2,632.59)
Cash payments for purchase investments in subsidiaries (4,134.99) (273.25)
Cash payments for available-for-sale investment - (130.00)
Cash receipts from interest income 0.17 11.13
Net cash generated from (used in) investing activities (5,346.08) (3,023.74)
Cash flows from financing activities

Cash receipts from short-term loan from financial
57.67 3,166.86
institutions
Cash payments for short-term loan from financial
- -
institutions
Cash receipts from short-term loans from related parties 16.00 74.00
Repayments of short-term loans from related parties (2,405.00) -
Cash receipts from short-term loan from a director 99.00 -
Cash receipts from long-term loans - 65.86
Repayments of long-term loans - (61.23)
Repayments of long-term loans from a director (135.31) -
Cash receipts from issued share capital 8,192.00 -
Dividend payments (99.85) -
Net cash generated from (used in) financing activities 5,724.51 3,245.48
Net increase (decrease) in cash and cash equivalents 387.69 271.90

Cash increase from acquisition - 65.29
Cash and cash equivalents at beginning of the year 41.51 429.20
Cash and cash equivalents at ending of the year 429.20 766.38
Non-cash transaction
Material non-cash transaction as of 31 December as
follows
Increase in investment via share issuance - -
Increase in investment via note payable - -
Retention payables 0.95 25.06
21
Key Financial Ratios
Financial Ratio 2013 2014

Liquidity Ratio
Current ratio (times) 8.20 0.49
Quick ratio (times) 8.09 0.26
Operating cash flow to current liabilities* (times) N/A/1 0.03
Profitability Ratio
Gross profit margin (%) 63.05% 36.09%
Operating profit margin (%) 8.50% -70.48%
Net profit margin (%) 9.52% -62.02%
Return on equity* (%)
/1
N/A -4.83%
Efficiency Ratio
Return on assets* (%) N/A/1 3.40%
Asset turnover* (times) N/A/1 0.05
Financial Ratio
Debt-to-equity ratio (times) 0.03 0.75
Interest coverage (times) 20.74 3.02
Dividend payout ratio (%) N/A/2 N/A/2
/1
Remark: Cannot be determined since there are Financial Statements for the year 2013 and 2014 only. As a result,
average figure for items on the Statement of Financial Position for the year 2013 cannot be calculated.
/2
No dividend has been paid in 2013 and 2014.
2.2 Description and analysis of the financial position and operating result
Operating result summary

Property for Sale Business
In 2014, the Company's consolidated revenues from sales were Baht 142.8 million, while
costs of unit sold amounted to Baht 113.0 million. These were solely from the transfer of residential
inventories of Intro Condominium Project and Rasa Maxx Ville Project..
Hotel Business
Though there was additional income from the acquisition of Phi Phi Island Village
Beach Resort in Q414, the Company posted a 16% yoy drop in service revenues, mainly as a
result of the closure of Santiburi Beach Resort and Spa for renovation. However, costs in this
period increased by 23% yoy, due to fixed costs of Santiburi Beach Resort and Spa incurred
22
during the closure and its additional depreciation of the renovated phase together with additional
costs from the newly acquired hotel.
Selling and Administrative Expenses
Total selling and administration expenses in 2014 stood at Baht 386.2 million, a rise of
172% yoy mainly from professional and transaction fees related to the business integration and
increased number of employees at head office to support business expansion after the business
integration.
Net Profit
In 2014, the Company reported its consolidated net loss of Baht 249.6 million, declined
from a net profit of Baht 26.1 million in 2013. This was primarily from the absence of revenue from
Santiburi Beach Resort and Spa during its closure for refurbishment and the higher expenses at
head office, as previously mentioned.
Financial position summary

As at 31 December 2014, the Company reported consolidated total assets of Baht
9,721.7 million, an increase of Baht 4,769.8 million from that of the end of 2013. The increase was
primarily the result of the followings;
1. An addition of the newly acquired asset - Phi Phi Island Village Beach Resort.
2. The incorporation of RASAs properties for sale at fair value upon business integration.
3. Goodwill from the business integration
Consolidated total liabilities stood at Baht 4,170.5 million, an increase of Baht 4,011.9
million, mainly from bridging loans utilized for the acquisition of Phi Phi Island Village Beach
Resort, consolidation of RASAs outstanding loans upon business integration, and new loans
raised to support business expansion and for the renovation of Santiburi Beach Resort and Spa.
As at the end of 2013, Shareholders equities increased by Baht 757.9 million, primarily
as a result of the share premium from business integration on the 12 September 2014 as
previously mentioned.
Capital Structure
As at 31 December 2014, interest-bearing debts stood at Baht 3,710.0 million, increased
by Baht 3,652.3 million from that of the end of last year. All of the interest-bearing debts are
floating interest rate. Net interest-bearing debt to equity ratio stood at 0.51 times.
23
Cash Flows
In 2014, the Company reported consolidated loss before income taxes of Baht 243.4
million compared to in 2013 when consolidated profit before income taxes was Baht 35.2 million.
This was primarily from the absence of revenue from Santiburi Beach Resort and Spa during its
closure for refurbishment and the higher expenses at head office. However, in 2014, the
Company reported consolidated net cash generated from operating activities of Baht 50.2
million. This was mainly due to an increase in trade and other payables from the Companys
hotel business.
With regard to Cash flows from investing activities, the Company reported consolidated
net cash used in investing activities of Baht 3,023.7 million, mainly due to the acquisition of Phi
Phi Island Village Beach Resort, the investment in land held for development, and the investment
incurred in relation to the refurbishment of Santiburi Beach Resort and Spa.
For cash flows from financing activities, the Company reported consolidated net cash
generated from financing activities of Baht 3,245 million. This was primarily from cash receipts
from short-term loan from financial institutions from which the Company used as a source of fund
for the acquisition of Phi Phi Island Village Beach Resort and the investment in land held for
development. The Company will repay such short-term loan using long-term loan and its capital
in the future.
2.3 Risk factors which might affect operation

Risk in relation to continuity of income
Practically, property for sale realizes income only upon ownership transfer to customers.
If the Company focuses only on property for sale, its income could fluctuate and be intermittent.
Risk in relation to land acquisition for project development

Land prices have recently soared with the improvement of the economy since early 2014,
the imminent AEC starting in 2015, more intense competition among operators (particularly
those listed on the Stock Exchange of Thailand), and entry of newcomer operators. These have
made it increasingly difficult to identify land with suitable potential for development, which
could hurt investment returns and cost-effectiveness.
Risk in relation to construction cost control

Volatile oil prices, the public sectors major infrastructural construction projects, and
ongoing new project development by the private sector could lead to shortages of construction
materials and labor, directly impacting project development costs for the Company and
24
potentially prolonging project development periods, thus undermining its cash inflow and
profitability.
Risk in relation to pre-sales of residential projects

Pre-sales of residential projects, while lowering sales risks and enhancing liquidity
because the Company can rely on customers down payments as working capital during
construction. Still, since these are project sales under fixed price tags, set before construction
or before completion of construction, the Company is exposed to risks on construction cost
and construction duration. A given projects initial gross margin may well fall if construction
costs rise. Even worse, the Companys brand reputation and consumer confidence will suffer
if the Company cannot deliver the project on time.
3) Financial projections in the present year (if any), including assumptions on trade, economics, industry
and review of the figures by a certified public auditor and the opinion of an independent financial
advisor that the projections have been carefully prepared
None
4) List of the management and list of the first 10 shareholders as at the date of close of share register
book
4.1 List of Board of Director of the Company as of 17 March 2015

Name Position
1. Mr. Chutinant Bhirombhakdi Chairman
2. Mr. Chayanin Debhakam Director
3. Mr. Naris Cheyklin Director
4. Mr. Longlom Bunnag Director
5. Mr. Nattavuth Mathayomchan Director
6. Mr. Satit Rangkasiri Independent Director and Chairman of the Audit
Committee
7. Mr. Karoon Nuntileepong Independent Director and Audit Committee
8. Mr. Thana Thienachariya Independent Director and Audit Committee
Remark: The Board of Directors Meeting No.2/2015 on 11 March 2015 nominated Mr. Thanavath
Phonvichai as an Independent Director which will be proposed to the 2015 Annual General
Meeting of Shareholders.
25
4.2 List of managements of the Company as of 17 March 2015
Name Position
1. Mr. Naris Cheyklin Chief Executive Officer
2. Mr. Longlom Bunnag Chief Investment Officer
3. Mr. Nattavuth Mathayomchan Chief Residential Development Officer
4. Mr. Terachart Numanit Chief Design & Construction Officer
5. Mr. Suphot Chaladol Chief of Santiburi Hotel Management
6. Mr. Methee Vinichbutr Chief Financial Officer
4.3 List of the first 10 shareholders as of 17 March 2015 which is the date of close of share
register book according to Section 225 of the Securities and Exchange Act BE 2535 (1992) (and
revisions)

After the transaction/1
(as of 17 March 2015)
Name
No. of No. of
Name Name
Shares Shares
1. Singha Property Management Co. Ltd.
2,434,788,271 51.67 2,434,788,271 49.70
Group
- Singha Property Management Co. Ltd. 1,706,441,632 36.21 1,706,441,632 34.83
- Singha Property Management
728,346,639 15.46 728,346,639 14.87
(Singapore) Pte. Ltd.
2. Mr. Santi Bhirombhakdi Group 1,610,564,060 34.18 1,610,564,060 32.88
- Mr. Santi Bhirombhakdi 1,362,946,524 28.92 1,362,946,524 27.82
- Damerius Pte. Ltd. 247,617,536 5.26 247,617,536 5.05
Good Prosper Holdings Limited - - 178,845,349 3.65
Compile House Co., Ltd. - - 7,664,443 0.16
3. UOB Kay Hian (Hong Kong) Limited
85,000,000 1.80 85,000,000 1.74
Client Account
4. Mr. Kemchai Rasanon 40,991,987 0.87 40,991,987 0.84
5. Mr. Pichai Vijakkapan 30,000,000 0.64 30,000,000 0.61
6. Miss Acharaporn Siriphaivan 24,750,000 0.53 24,750,000 0.51
7. Thai NVDR Co., Ltd. 19,655,200 0.42 19,655,200 0.40
8. Rasa Tower Co., Ltd. 19,459,779 0.41 19,459,779 0.40
26
(as of 17 March 2015)
Name
No. of No. of
Name Name
Shares Shares
9. Miss Thanawadee Tangsitthichok 12,054,000 0.26 12,054,000 0.25
10. Mr. Krit Intarapornudom 8,237,200 0.17 8,237,200 0.17
4,294,347,147 90.94 4,480,856,939 91.29
/1
Remark: Based on the assumption that there are no changes in shareholding except for the issuance of shares to Good Prosper
Holdings Limited and Compile House Co., Ltd.
5) Other information that may materially affect the decision of investors
5.1 Summary of the Share Purchase and Share Subscription Agreement
Parties 1. Singha Estate Public Company Limited (the Purchaser)

2. The Sellers, consisting of;
Good Prosper Holdings Limited
Compile House Co., Ltd
3 .The Warrantors, consisting of;
Mr. Sornsak Somwattana
Mr. Anuchat Angsumethangkoon
Mrs. Wattana Somwattana
Sale and The Sellers shall sell its shares in the total amount of 3,649,993
Purchase of shares in Nirvana, and the Purchaser shall purchase such amount of
the Sale shares from the Seller.
Shares
Issuance of The Purchaser shall increase its registered capital by issuing
additional additional ordinary shares in amount of 186,509,792 shares which
ordinary will be offered to the Seller as a consideration of purchase.
shares to be The Sellers agrees to pay any taxes and fees in relation to the
offered as a transfer of shares in Nirvana to the Purchaser, and the Purchaser
consideration agrees to pay any taxes and fees in relation to the issuance and
allotment of its additional ordinary shares to the Seller
Event of Each of the following events shall be an event of default
Default o Non-performance of the obligations
27
o Misrepresentations
o Receivership of any party prior to the closing date
o Legislative or governmental action which would (a) )
prohibit the consummation of the transactions or (b)
prohibit the acquisition of the shares by the Purchaser
or the sale of the shares by the Seller
o Default under the Share Purchase and Share
Subscription Agreement or the Shareholders
Agreement
Termination Each party may terminate this agreement by giving written notice to
the other party upon the occurrence of the following events
o Any material breach or default by the other party
o Legislative or governmental action which would (a) )
prohibit the consummation of the transactions or (b)
prohibit the acquisition of the shares by the Purchaser
or the sale of the shares by the Seller
5.2 Summary of the Shareholders Agreement
Parties 1. Singha Estate Public Company Limited

2. Existing shareholders of Nirvana
Board of The Board of Directors of Nirvana shall consist of 7 directors with 4
Directors Directors nominated and appointed by the Company (including the
Chairman of the Board of Directors) and 3 directors nominated and
appointed by the Existing shareholders of Nirvana
In case of change in shareholding proportion, a right to nominate
and appoint a director by each party shall be adjusted accordingly
Management Key management employees of Nirvana shall continue to serve as
Nirvanas management employees for at least 3 years
The Company shall be able to nominate and appoint personnel to
serve as Nirvanas management employees including (1) Chief
Financial Officer (CFO), (2) the head of procurement department,
and (3) the head of human resources department
28
Capital The shareholders shall cause Nirvana to increase the registered
Increase share capital of Nirvana from Baht 715.7 million to Baht 878.8 million
by allotting 8,787,681 new ordinary shares at a price of Baht 383.24
per share
After the aforementioned capital increase, the parties agree that
future capital increase shall happen only event that the funding is
required for investment which would cause the interest bearing
debt to equity ratio greater than 2.0 times
Future capital increase shall be in accordance with then current
shareholding proportion
Transfer of Prior to the third anniversary, the Parties shall not be permitted to
shares sell or transfer its shares in Nirvana without the consent of the other
party. However, the existing shareholders may sell and transfer its
shares in Nirvana provided that its shareholding is not less than 40
per cent of the total issued shares in Nirvana
In the event that the party wishes to sell and transfer its shares in
Nirvana, such party shall offer Right of First Refusal to the other
party
In event that the Company proposes to sell all of its shares to a third
party, the Investor is entitled to require any of existing shareholders
to transfer all of their shares for the same consideration per share as
the Company would sell to such third party (Drag-Along Right)
In event that the Company proposes to sell all of its shares to a third
party, the existing shareholders are entitled to participate in the sale
of all of their shares for the same consideration per share as the
Company would sell to such third party (Tag-Along Right)
Without any prejudice to the aforementioned clause, the existing
shareholders may sell and transfer its shares in Nirvana provided that its
shareholding is not less than 40 per cent of the total issued shares in
Nirvana.
Dead lock In the event that the parties fail to resolve the Deadlock Event and to
Event resolve such event within 6 months, both parties are entitled to
make an offer to purchase the shares of the other party
29
In case both parties make an offer to purchase the shares of the
other Party, the party offering the highest price per share shall have
the right to purchase the shares of the other party
If there is only a party makes an offer to purchase the shares from
the other party, the other party shall sell all of its shares to the
offering party at the offered price per share or offer to purchase the
shares owned by the other party at the same offered price per
share
Default o Any party commits a material breach of the agreement
and fails to remedy such material breach within a period
of 30 days
o Any party becomes insolvent, bankrupt, a party, or
entered in to debt restructuring
o Control over any shareholder is acquired by a third
party, who is not a related person to such shareholder
without obtaining the written consent of the other
Shareholder
o Event of Default under Shareholders Agreement or
Share Purchase and Share Subscription Agreement
occurs
Termination The parties shall have the right to terminate the agreement by giving
written notice to the defaulting party
The parties shall be entitled to terminate the agreement upon the
mutual written agreement of the parties
The agreement shall be terminated in the event that Nirvana is
insolvent, bankrupt, or winding up its operation.
Upon the exercise of right by the party to purchase additional
shares in Nirvana in accordance with Dead lock Event or other
conditions as specified in the agreement which would cause the
other partys shareholding in Nirvana less than 25 per cent of the
total issued shares.
30
6. The opinion of the Board of Directors of the company relating to the sufficiency of cash flow
The Board of Directors meeting of the Company No. 1/2015 considered the above information
and opined that the investment in the ordinary shares of Nirvana is deemed appropriate and reasonable.
The Company will pay in kind with newly issued ordinary shares as consideration for the existing
shareholders of Nirvana who sell their shares to the Company, therefore, the transaction to purchase
ordinary shares from the existing shareholders of Nirvana will not impact the cash flow of the Company.
However, for the transaction to subscribe newly issued ordinary shares of Nirvana with the total
consideration of Baht 318.75 million, the Company will has sufficient sources of funds from internal cash
flow and/or loan from commercial banks. Moreover, the Company has a plan to issue 816,476,754 newly
issued ordinary shares which will be offered to the existing shareholders in the proportion of shareholding
(Rights Offering) at the price of Baht 3 per share, totalling to a value of Baht 2,449.43 million (Detailed
information in Enclosure 8 ). Such plan will be proposed to the 2015 Annual General Meeting of
Shareholders.
7. Pending material lawsuits or claims.
None
8. Interests or connected transactions between the listed company and directors, management and
shareholders directly or indirectly holding shares amounting to 10 percent to more.
The related party transactions between the Company and its subsidiaries and related parties of
the Company and its subsidiaries as at 31 December 2013 and 2014 can be summarized as follows.
Type of connected Value (Baht)
Party/juristic person Details and rationale
transaction 2013 2014
Mr. Santi Bhirombhakdi Long-term loan 555,088 555,088 Zero-interest long-term loan with payments to
be made upon claim.
Boon Rawd Brewery Revenues from 689,751 341,837 Considered a normal business transaction
Co., Ltd. service whereby customers from Boon Rawd Brewery
Trade receivables - 284,551 237,488 Co., Ltd. received a regular corporate
Net discount at rate of 25%, which is the same
rate given to the agents, with no brokerage
fee. Santiburi Beach Resort and Spa
absorbed such discount. Trade receivables
has 30-day credit term, similar to that given to
prime customers.
Loans from related - 90,000,000 3% p.a. interest-rate loans borrowed to be
parties used as working capital and for project
development, repayments is to be made upon
claim.
31
Boon Rawd Trading Co., Revenues from 69,326 - Considered as a normal business transaction
Ltd. service whereby customers from Boon Rawd Trading
Account 40,034 - Co., Ltd. received a regular corporate
receivables - Net discount at rate of 25%, which is the same
rate given to the agents, with no brokerage
fee. Santiburi Beach Resort and Spa
absorbed such discount. Trade receivables
has 30-day credit term, similar to that given to
prime customers.
Boon Rawd Trading Revenues from 875,774 47,872 Considered as a normal business transaction
International Co., Ltd. service whereby customers from Boon Rawd Trading
Trade receivables - 52,969 47,872 International Co., Ltd. received a regular
Net corporate discount at rate of 25%, which is
the same rate given to the agents, with no
brokerage fee. Santiburi Beach Resort and
Spa absorbed such discount. Trade
receivables has 30-day credit term, similar to
that given to prime customers.
Singha Property Trade payables 366,210 - Advanced payment for the companys
Management Co., Ltd. registration fee.
Singha Corporation Co., Loans from related 16,000,000 - 4% p.a. interest-rate short-term promissory
Ltd. parties notes with repayments to be made upon
Interest expenses 499,288 - claim.
paid to related
parties
EST Company (1993) Revenues from 240,000 360,000 Revenues from rental service from renting
Co., Ltd. service retail area to EST Company (1993) to operate
Trade receivables - - - a biscuit & bakery shop. The three-year lease
Net contract started from September 1, 2013.
However, such contract was terminated on
October 1, 2014. Trade receivables has 30-
day credit term.
Other income 5,680 710,810 Revenues from utility fees.
Park Industry Co., Ltd. Trade receivables - - Advanced payment for photo-copying of the
company certificate and announcement of a
General Meeting of Sharehoders event made
by Max Future Co., Ltd., for Park Industry Co.,
Ltd. The payment was made in advance for
32
the flexibility and efficiency of business
transaction.
Santiburi Samui Country Revenues from 143,971 - Revenues from rendering dry-washing and
Club Co., Ltd. service laundry services for Santiburi Samui Country
Account 6,811 - Club Co., Ltd. Trade receivables has 30-day
receivables - Net credit term, similar to that given to prime
customers.
Marketing 12,830,047 - A marketing management fee of 5% of the
management fee total revenue. The management contract was
Deferred marketing 1,151,805 - ended at 2013-year end with no marketing
management fee management fee from 2014 onward.
Trade payables 421,524 3,513 Trade payables incurred in the case that
guests of Santiburi Beach Resort and Spa pay
their green fees in advance to the hotel.
Long-term loan to 219,500,000 - A 4.75% p.a. long-term loan with repayments
related parties to be made upon claim. However, Santiburi
Interest income 10,397,620 11,935,754 Samui Country Club Co., Ltd. has fully repaid
Accrued interest 90,852,874 - such loan in December 2014.
income
Santiburi Development Loans to related - - A 4.75% p.a. interest-rate short-term loan
and Resort Co., Ltd. parties used to increase short-term liquidity.
Interest income 169,438 -
Accrued interest 169,438 -

income
Santiburi Private Marketing 12,830,047 - A marketing management fee of 5% of the
Community Co., Ltd. management fee total revenue. The management contract was
ended at 2013-year end with no marketing
management fee from 2014 onward.
Bo Phut Property and Revenues from 304,150 - Revenues from room services, based on ad
Resort Co., Ltd. service hoc agreements between Bo Phut Resort and
Trade receivables - 79,025 44,940 Spa and Santiburi Beach Resort and Spa for
Net the transfer of guests when rooms are not
available under agreed room exchange
rates. Trade receivables has 30-day credit
term, similar to that given to other parties.
Trade payables - 42,947 These transactions are the expenses that Bo
related party Phut paid the fees for advertising in
33
Opinion of the Independent Financial Advisor

Concerning
The Acquisition of Asset
By
SCMB Co., Ltd.
March 20, 2558
Content
Page
Executive Summary 1
Part 1 : General Information Singha Estate Public Company Limited (S) 12
Part 2 : Asset Acquisition Detail 28
Part 3 : General Information Nirvana Development Company Limited 37
Part 4 : Investment Justification 56
Part 5 : Stock Valuation 59
Part 6 : Compensation Fairness 139
Part 7 : Independent Financial Advisor Conclusion 141
No. MB 007/58
20 March 2015
Subject: Independent Financial Advisor Opinion Concerning the Acquisition of Asset

To: Singha Estate PCL Shareholders
Ref: The Board Resolution 1/2015 dated 27 February 2015 and Information Memorandum of Singha Estate
Public Company Limited regarding Assets Acquisition dated 2 March 2015
According to Board Resolution on February 27, 2015, the board approved to propose to the 2015 AGM to
consider the investment in Nirvana Development Company Limited (NIRVANA) by acquiring 3,649,993 ordinary
shares (representing 51% of the total ordinary shares of Nirvana) from (1) Good Prosper Holding Limited and (2)
Compile House Company Limited, which are not connected persons of the Company at Baht 485.44 per share or
totaling to a value of not exceeding Baht 1,771,843,024. The payment amount are settled through newly issued
ordinary company shares of 186,509,792 shares at a price of Baht 9.50 per share. In addition, the company will
engage in a transaction to subscribe shares of Nirvana not exceeding 831,724 shares paid up share capital in the
amount of the share at 383.24 baht, representing a value not exceeding 318,749,906. The total value of both
consideration shares paid-up (total 4,481,717 shares) will be a total cost not to exceed Baht 2,090,592,930.
The share acquisition transaction above are considered acquisition of assets in accordance with the
Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into Material
Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008, and the Notification of the Board
of Governors of the Stock Exchange of Thailand (the SET) Re: Disclosure of Information and Other Acts of Listed
Companies Concerning the Acquisition or Disposition of Assets 2004 dated 29 October 2004 (the Notification on
Acquisition or Disposal). Total of both transaction values are equal to 21.50% on a total value of consideration
basis. When calculated with other asset acquisition transactions entered into during the previous six months before
the date of this transaction, the aggregate value of the transactions will be 63.66% on a total value of consideration
basis, hence considered a Class 1 transaction in accordance with the Notification on Acquisition or Disposal, which
determines total value of consideration basis to 50 percent or more but less than 100 percent.Therefore, the Company
is required to disclose the information memorandum on such transaction to the SET, and to hold a shareholders
meeting to consider the approval of the transaction with the vote of no less than three fourth of the total votes of all
shareholders attending the meeting and eligible to cast the votes (not include the votes from the shareholders who
have a special interest on such agenda). Moreover, the Company is required to appoint an independent financial
advisor to opinion the reasonableness of the transaction and submit to the SET and shareholders of the Company.
SCMB Company Limited (SCMB) as the independent financial advisor has considered and studied the
details related to the Company investment plan toward Nirvana Development. The advising report is based on both
data received from the company, and information disseminated to the general public on the website of the Securities
and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th).
Independent financial study was conducted using the knowledge, the experience, and caution as professions.
As result, an independent financial advisor's opinion is presented according to provided documents with accurate and
true without any modification on its essence. The study also depends on current economy during the study. Through a
significant change on economy may affect the opinion of the independent financial adviser. Detailed on the asset
acquisitions of the company and the opinion of the IFA are as follows.
Definition
Company or S : Singha Estate Public Company Limited
NIRVANA : Nirvana Development Company Limited
Independent Financial Advisor or : SCMB Company Limited

IFA
SEC : The Securities and Exchange Commission
SET : The Stock Exchange of Thailand
Noticiation on Acquisition or : Disclosure of Information and

Disposition of Assets Other Acts of Listed Companies Concerning the Acquisition or
Disposition of Assets B.E. 2547 (2004)
Executive Summary
According to Board Resolution on February 27, 2015, the board approved to propose to the 2015 AGM to
consider the investment in Nirvana Development Company Limited (NIRVANA) by acquiring 3,649,993 ordinary
shares (representing 51% of the total ordinary shares of Nirvana) from (1) Good Prosper Holding Limited and (2)
Compile House Company Limited, which are not connected persons of the Company at Baht 485.44 per share or
totaling to a value of not exceeding Baht 1,771,843,024. The payment amount are settled through newly issued
ordinary company shares of 186,509,792 shares at a price of Baht 9.50 per share.The criteria used to determine the
value of the consideration resulting of negotiations between the company and Nirvana shareholders. It was
determined according to the results of operations and financial position for both past and present, the appraised value
of the current development projects and will occur in the near future of Nirvana as well as the potential of Nirvana
business growth opportunity including the growth prospects of the business development for the Nirvana group. In
addition, the company will engage in a transaction to subscribe shares of Nirvana of not more than 831,724 shares
paid up share capital in the amount of the share at baht 383.24, representing a value not over Baht 318,749,906. The
total value of both consideration shares paid-up (total 4,481,717 shares) will be a total cost not to exceed Baht
2,090,592,930.
Nirvana Development Company Limited

Nirvana Development Company Limited (NIRVANA) and subsidiaries are property developers, which
concentrate on the development of residential property including the Single House, Townhouse, and commercial
buildings with various amenities. The property uniqueness of NIRVANA is a modern design unlike other projects
generally. Target customers will be the executive or new generation business owner with high purchasing power. The
property prices will range between 4 and Baht 18 million. In each project, Nirvana would have a home and living
space to choose from a variety of formats, which is available in a ready-to-sell and build on the land sold by Nirvana.
Customers can modify decorative patterns and materials used by the customer. At present, NIRVANA group
businesses are categorized as follows:
1. Purchase/Sale Property: it is a business transaction on purchasing large land, and dividing it to a
number of plots. Then, manage and develop the area with infrastructures, road and utilities before sell to retail buyers.
2. Land/Property development: the business activities are included land allocation, building/property
design, builing contract, and other property services for increase property value. For example, the property project to
sell both houses and lands in form of single houses, townhouse, and commercial buildings.
1
3. Construction contractor: the business activities is related to build the house on the land, which
customers purchased with NIRVANA. The construction is through the hiring sub-contractors under the supervision of
NIRVANA officers.
At present, there are five investments under NIRVANA toward its subsidiaries. The detail is as follows:
Investments in subsidiaries Business Registered Capital Shareholder
(Baht) (%)
1. Nirvana Construction Company Limited (NC) Construction contract 140,000,000 99.99%
2. Nirvana RAMA 9 Company Limited (NR) Property development 150,000,000 99.99%
3. Nirvana U Company Limited (NU) Property development 80,000,000 99.99%
4. Subthanarin Company Limited (STR) Property development 65,000,000 99.99%
5. Nirvana River Company Limited (RV) Property development 5,000,000 99.99%
Total 440,000,000
Nirvana Construction Co., Ltd (NC) was established on February 27, 2006 with a registered capital of Baht 140
million. The business purpose is to be the main contractor for the construction project for Nirvana group. The current
projects under implementation of Nirvana Construction Co., Ltd are Nirvana Beyond 1 ( NU), the Intro and Tara
(STR), Nirvana Beyond 2, Nirvana Beyond 3, Nirvana Beyond 4, Nirvana Beyond. 5, Nirvana Wongwaen (ND), and
the Icon / Bylite (NR).
Nirvana Rama 9 Co., Ltd. (NR) was established on February 22, 2008 with a registered capital of Baht 150 million.
The main business purpose is for a property development projects - Icon / Bylite (NR).
Nirvana U Co., Ltd (NU) established on September 28, 2009 with a registered capital of Baht 80 million. The main
business purpose is for a property development projects on Nirvana Beyond 1 , which is close to the project since
2013
Subthanarin Co., Ltd. (STR) was established on March 12, 2001 with a registered capital of Baht 65 million. The
company has been operating as a building contractor for commercial and residential buildings including property
management for Intro and The Tara project
Nirvana River Co., Ltd (RV) was established on November 15, 2013 with a registered capital of Baht 5 million. The
main business is for trade and services in property including the management of real estate, and allocation of land,
buildings/condominium buildings for sale, rental and leasing. The company has not yet started operations at present.
2
Project Overview under Nirvana Development Co., Ltd.

The projects under Nirvana Development Co., Ltd and its subsidiaries are consisting of 10 current operating projects, 2 being developed projects, and 4 potential project
expected to occur in the future with details below:
No Project Name Status Year Mortgage Servitude Unit Project Value

(Baht million)
Total Balance Total Balance
Group A : Current Projects
1 Nirvana @ Work 2 Kaset Navamin * Operating 2012 KTB Nil 56 10 748.00 133.57
2 Nirvana Beyond 3 Kaset Navamin (Phrase I) Operating 2012 BAY Nil 68 32 1,161.00 546.35
3 Nirvana Beyond 2 Rama 9 Operating 2011 SCB Nil 62 2 992.00 32.00
4 Nirvana Beyond 5 - Suanluang Operating 2013 SCB Nil 56 55 1,031.00 1,012.59
5 Nirvana Beyond Lite Rama 9 Operating 2009 KBANK Nil 156 10 1,288.00 82.56
TBANK
6 Nirvana Icon Wongwean Rama 9 Operating 2013 BAY Nil 72 16 572.00 127.11
LH BANK
7 Nirvana Intro Operating 2014 Nil Nil 69 6 307.00 26.70
except for Land
deed #6130
(KBANK)
3

(Baht million)
8 The Tara Operating 2013 LH BANK Nil 54 21 280.00 108.89
9 Cover Onnut Operating 2013 CIMB Nil 194 114 530.00 311.44
10 Nirvana Beyond @ Beach, Pattaya -SDH Operating 2013 Nil Nil 18 16 340.50 302.67
except for Land
deed #31462,
64882, 67332
(LH BANK)
Nirvana Beyond @ Beach, Pattaya - Under development 98 98 320.50 320.50
Condominiums
Group B : Future Proejcts
11 Nirvana Beyond 3 Kaset-Nawamin Phast 2 - BAY Nil 37 37 785.10 785.10
12 Nirvana Condominiums (Lertlar ) - KBANK Deed# 18454, 661 661 1,812.70 1,812.70
37290 the whole
land under
servitude
13 River Condominium - LH BANK Deed# 134 117 117 4,753.6 4,753.6
Partial land
under servitude
4

(Baht million)
14 Nirvana Rama 2 - SCB Nil 159 159 2,537.4 2,537.4
Group C : Land and Others
15 Land - Nirvana @Work Kaset-Nawamin - BBL n/a n/a
16 Leasehold (back area Nirvana Beyond 1) - Nil Nil n/a n/a
Remark: * Most Nirvana projects are offering two types of houses, which are Built to order house and Finished house. For Nirvana @Work Kaset-Nawamin and Nirvana Cover
Onnut, however, they offers only finished house.
5
Key Operation Performance
(Unit: Baht)
Detail 2014 (Jan-Sep) % 2014 (Jan-Sep) % 2013 %
Consolidated Company Company
Revenue on property sales 1,006,023,327 100.00% 709,700,304 100.00% 973,419,658 100.00%
Gross Profit 362,118,816 36.00% 281,263,661 39.63% 266,857,007 27.41%
Net Profit 172,176,806 17.11% 136,847,366 19.28% 40,851,401 4.20%
All financial statement (Company Only) year 2013 is reviewed by Mr. Panya Sriwarirat CPA No. 7191 from
the Audit company named D.I.A International Co., Ltd, while its consolidated and company only financial statement
for 3Q2014, reviewed by Mrs. Suwimon Krithakiat CPA No. 2982 from the same company. Both audits has been
approved by the Securities and Exchange Commission (SEC). Without audited corporate financial statement for
3Q2013, there is no financial analysis comparing two-year performance of the company and its subsidiairies. For
consolidated financial statement as of 3Q2014, the financial performances are as follows:
Revenue
During January - September 2014, Nirvana and its subsidiaires revenue were Baht 1006.02 million. The
main revenues were generated from both the land with property and land of Nirvana @Work Kaset Nawamin (Baht
140.64 million), Nirvana Beyond Rama 9 (Baht 127.70 million), the Nirvana Beyond 3 Kaset - Navamin Phase1
(Baht 91.77 million).
In the same period, construction services revenues were mostly of the home building project in Nirvana
Beyond 3 Kaset - Navamin Phase 1 (Baht 142.88 million), the Nirvana Beyond Rama 9 (Baht 68.96 million) and the
Nirvana ICON Wongwean - Rama 9 (Baht 47.77 million).
Cost
During January - September 2014, Nirvana and its subsidiaires cost were Baht 643.90 million or 64 percent
on total revenue. The cost of NIRVANA and its subsidiaries were generally the cost of sales, which were 59.14
percent and 40.86 percent on total cost respectively.
Operating Expenses
NIRVANA and its subsidiaries expenses for 2014 was Baht 170.97 million or 17 percent of total revenue,
The operating expenses were total selling expenses and administration expenses, which were 39.95 percent and 44.22
percent on total operating expenses respectively.
6
Net Profit (Loss)
During January to September 2014, the group generated net profit of Baht 172.18 million or 17.11 percent of
total revenue.
Financial Analysis
(Unit : Baht)
As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %
Detail
Total assets
Current assets
Cash and cash equivalents 26,087,060 0.95% 13,214,129 0.48% 9,103,620 0.35%
Trade and other receivables 143,413,235 5.23% 112,636,926 4.13% 150,691,806 5.82%
Short-term loans 106,636,634 3.89% 61,940,047 2.27% 106,837,472 4.12%
Inventories 1,847,683,088 67.41% 1,561,214,969 57.21% 1,515,329,867 58.49%
Land for development 298,498,698 10.89% 298,498,698 10.94% 298,498,698 11.52%
Deposits for land 111,000,000 4.05% 111,000,000 4.07% - 0.00%
Value of the work completed but not yet charged. 117,733,059 4.30% 66,501,338 2.44% 2,112,748 0.08%
Total current assets 2,651,051,774 96.72% 2,225,006,106 81.54% 2,082,574,211 80.38%
Non-current assets
Deposits with financial institutions - with commitment. 644,180 0.02% - 0.00% - 0.00%
Investments in subsidiaries - 0.00% 439,998,900 16.12% 439,998,900 16.98%
Property, plant and equipment 67,585,938 2.47% 56,379,208 2.07% 59,856,475 2.31%
Other intangible assets 4,594,172 0.17% 4,594,172 0.17% 5,478,281 0.21%
Deferred tax assets 8,443,143 0.31% 2,008,608 0.07% 2,247,175 0.09%
Prepaid rent 3,066,667 0.11% - 0.00% - 0.00%
Other assets 5,495,258 0.20% 715,362 0.03% 715,362 0.03%
Total non-current assets 89,829,358 3.28% 503,696,250 18.46% 508,296,193 19.62%
Total assets 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%
7
As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %
Detail
Total liabilities
Total current liabilities
Bank overdrafts and short-term loans from financial institutions. 33,179,370 1.21% 29,890,251 1.10% 21,563,532 0.83%
Trade and other payables 215,922,366 7.88% 199,608,610 7.32% 165,569,652 6.39%
Of long-term debt due within one year. 386,494,397 14.10% 385,375,886 14.12% 584,635,071 22.57%
Short-term loans 367,145,501 13.40% 535,833,589 19.64% 293,028,200 11.31%
Tax liabilities 33,562,512 1.22% 29,157,940 1.07% 1,821,688 0.07%
Provision for warranties 10,065,552 0.37% 4,462,560 0.16% 6,211,842 0.24%
Creditors Retention 33,526,498 1.22% 14,473,924 0.53% 14,565,110 0.56%
Deferred income under the construction contract. 30,808,165 1.12% 18,686,096 0.68% 134,913,760 5.21%
Advance purchase contract to sell. 56,099,069 2.05% 51,840,316 1.90% 82,431,701 3.18%
Total current liabilities 1,166,803,430 42.57% 1,269,329,171 46.52% 1,304,740,557 50.36%
Finance lease liabilities 5,721,030 0.21% 4,787,456 0.18% 8,526,189 0.33%
Long-term loans 639,027,503 23.31% 579,850,646 21.25% 515,632,063 19.90%
Employee benefit obligations 5,056,969 0.18% 5,056,969 0.19% 4,091,876 0.16%
Total non-current liabilities 649,805,502 23.71% 589,695,071 21.61% 528,250,128 20.39%
Total liabilities 1,816,608,932 66.28% 1,859,024,242 68.13% 1,832,990,685 70.75%
Shareholders' Equity
Registered capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%
Paid-Up capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%
Accumulated profit (loss)
Appropriated - statutory reserve 2,392,570 0.09% 2,392,570 0.09% 350,000 0.01%
Unappropriated 206,193,623 7.52% 151,600,645 5.56% 41,844,820 1.62%
Non-controlling interests 1,107 0.00% - 0.00% - 0.00%
Total shareholders' equity 924,272,200 33.72% 869,678,115 31.87% 757,879,720 29.25%
Total liabilities and shareholders' equity 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%
According to financial statement (Company Only) year 2013 - 2014 and its consolidated as of 3Q2014, reviewed by
Mrs.Suvimol Krittayakiern CPA No. 2982. Audit of DIA International Limited who has been approved by the Securities
and Exchange Commission (SEC), the financial performance of Nirvana and its subsidiaries are as follows.
8
Total Assets
According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014,
Nirvana had total assets of Baht 2,590.87 million and Baht 2,728.70 million respectively, which increased by Baht
137.83 million or 5.32 percent. The main changes result on higher value of the work completed but not yet charged,
and deposits for land (Rama 2 and Pattaya project), and so on.
As of September 30, 2014, most assets for Nirvana group were inventories and land for development. The
major inventory were for the Nirvana @ Work Kaset Nawamin, the Nirvana Beyond 5 Suanluang Rama. 9, the
Nirvana Beyond 3 Kaset - Navamin Phase 1, the Nirvana Cover Onnut, River condominium, the Nirvana Beyond 3
Kaset - Navamin Phase 2. Most of lands for development were the land for future development on River
condominium projects valued Baht 281 million, and the rest is land servitude for projects carried out in the present.
As of September 30, 2014, the Company's trade accounts receivable and other receivables valued Baht
143.41 million. consisting of Baht 53.06 million on trade receivables,which were mainly customers down payment
arrears to the company, and other receivables of Baht 90.35 million, which relate to debtors for construction contract.
Total liabilities
According to a corporate finanacial balance sheet as of September 30, 2014, Nirvana had total liabilities of
Baht 1,859.02 million, which increased by Baht 26.03 million or 1.42 percent. The main changes result on higher
short-term loans from Baht 293.03 million (in 2013) to Baht 535.83 million (in 2014) or increased by Baht 242.81
million.
As of September 30, 2014, Nirvana and its subsidiaries had total liabilities for Baht 1,816.61 million. The
main liabilities were long-term loans from financial institutions, and short-term loans for Baht 639.02 million and
Baht 367.14 million respectively.
According to the notes to the financial statements as of September 30, 2014, Nirvana had outstanding
liability that may arise from five financial institutions related guarantee the infrastructure and guarantee portfolio for
Baht 16.92 million. The guarantee is secured by the mortgage. land and projects under construction, ownership of the
company and its subsidiaries including personal guaranteed by the Board and its subsidiaries.In addition, Nirvana
processed to two legal eviction, infringement, and claim from a person and two more corporates on the land
encroachment worth Baht 4.72 million. Another legal case is related to claim on the issue of continuous construction
projects worth Baht 29.84 million, which the firm has been counterclaimed related to the same case for Baht 1.37
million. At present, all cases are under compromise and witnesses appearance procedure.The Company has not
recorded damages that may arise from such cases in their accounts.
9
Shareholders Equity
According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, total
shareholders equity were Baht 757.88 million and Baht 869.67 million respectively, which increased from
accumulated retained earning by Baht 111.80 million
As of Septerber 30, 2014, Nirvana group has shareholders equity at Baht 924.27 million. There was due to
higher accumulated retained earning by Baht 206.19 million.
Opinion Conclusion
According to SINGHA Estate Public Company Limited (SINGHA) investment plan toward total NIRVANA
group, the purchasing of 4 ,4 8 1 ,7 1 7 ordinary shares will represent not less than 5 1 percent of the NIRVANA
registered capital with total value of Baht 2,090,592,930. SCMB Company Limited as the independent financial
advisor to review and analyze the benefits, including advantages and disadvantages of the investment, is of the
opinion that such investment reasonable and appropriate because Nirvana is a well-established company operated in
property development of residential places with business experience since 2005 through experience executives and
management in real estate development business for over 1 0 years, which results of good operations and financial
position. At present, NIRVANA group is also a valuable land in a great location with the potential for future
development. SINGHA investment perspective in NIRVANA is a business opportunity that will enable the company
to expand the business to the low-rise residential real estate development business. Through the investment,
SINGHA's operations cover the entire property development in hotel, condominium, and residential houses.In
addition, the investment toward NIRVANA is useful to promptly generate higher revenue and returns to the Group,
which are potentially better than gradual implementation of development projects from scratch, and faster to have
financial return.
To effectively analyze the investment justification on the payment for purchasing NIRVANA ordinary
shares with ordinary shares of SINGHA at a rate of 51.0986 shares per 1 share of Nirvana, the independent financial
advisory firm has performed a corporate valuation for both SINGHA and NIRVANA. Through the valuation using
the adjusted book value method, IFA has an opinion of advantage on the investment upon the lower share swap ratio
as the rate of 1 share of Nirvana per 90.08 share of SINGA. For NIRVANA share value, SINGHA must pay the price
for baht 383.24 per share based on the analysis on earnings per share for 2014 at baht 32.73 per share, which has a
price to earnings ratio (P / E Ratio) value at 1 1 .7 1 times. IFA is of the opinion that the rate is appropriately low
compared to P / E Ratio in the other companies listed in the Stock Exchange of Thailand who operate the similar
business, which have P / E Ratio between 12.58 and 19.04 times. Moreover, the subscription price of such shares is
reasonable and fair price because it is the same price for a subscription right granted to current NIRVANA
shareholders.
10
As result, SINGHA shareholders should approve the purchase of ordinary shares from current
NIRVANA shareholders and the capital investement toward NIRVANA (purchase of shares in a Nirvana of
3,649,993 shares, representing 51 percent of the total shares of Nirvana at a price of Baht 485.44 per share.
Total amount is not exceeded Baht 1,771,843,024 from two main shareholders (1) Good Prosper Holdings
Limited and (2 ) Compile House Company Limited, which is not a connected person of the Company. And
payment for such shares with other non-monetary assets including the newly issued ordinary shares of the
Company. A total of 186,509,792 shares at a price of Baht 9.50 to pay for the shares. And the transaction to
subscribe for shares in Nirvana of not more than 831,724 shares, paid up share capital in the amount of Baht
383.24 with total value within Baht 318,749,906) according to approved by the Board of Directors Meeting 1/2015
dated 27 February 2015.
11
Part 1: General Information Singha Estate Public Company Limited (S)
1.1 General Information

Name : Singha Estate Public Company Limited
Previous Name : Panichpoom Pattana Company Limited
Registered Date : August 14, 1995
Registerd Number : 0107547000443
Previous Registerd Number : 0107547000442
Business : Property Investment, Development, and Management
Head Office Location : 968 U Chu Liang Building, 20th Floor, Rama IV Road, Silom,
Bangrak, Bangkok 10500 Thailand
Registerd Capital : Baht 4,712,350,732 with common stock 4,712,350,732 shares at
Baht 1 per share
Paid-up Capital : Baht 4,712,350,732 with common stock 4,712,350,732 shares at
Baht 1 per share
1.2 Business Overview

Singha Estates Public Company Limited ("Company") was incorporated on August 14, 1995 with Baht 10
million registered capital. The company was formerly known as "Panichpoom Pattana Company Limited". The main
buiness is the property development on real estate sector for housing and condominiums.
On September 12, 2014, the Company has received a common stock transferred from both S Bright Futures
Company Limited (S-BRIGHT) and Santiburi Company Limit (SANTIBURI) based on business integration plan. In
return, SINGHA has issued and allotted a capital increment for 1,801,441,632 shares or 38.23 percent of total
SINGHA issued shares to Singha Property Management Co., Ltd. (Singha Property), and for 1,130,964,175 shares or
24.00 percent of total SINGHA issued shares to Singha Property Management (Singapore) Pte. Ltd. (SPM SG)
And SINGHA performed a share allocation of 1,229,946,524 shares or 26.10 percent of total SINGHA
issued shares to Mr. Santi Bhirombhakdi ("KhunSanti") as the consideration for the ordinary shares of Santiburi
Company Limit (SANTIBURI)
In addition, SPM SG has sold 247,617,536 shares, representing 5.25 percent of the total issued shares toward
Damerius Pte. Ltd., which 100% owned by Khun Santi Bhirombhakdi who is a person under section 258 (4). As
result, SPM SG holded 883,346,639 shares, representing 18.75 percent of the total SINGHT issued shares.
12
At present, there are five SINGHA projects operating for business investment, development and property
management. There are two developing projects, which are INTRO Condominium and Rasa Maxx Ville. There is
also one property investment on The Light House, and two hotel businesses on Santiburi Beach Resort & Spa hotel,
and Phi Phi Island Village Beach Resort.
Subsidiaries Business Overview

1. Singha Property Development Co., Ltd. operates rental and developed property.The current focus is the
land area of 11 Rai 1 Ngan 24 Tarangwa located on New Petchburi road and Asokemontre Huaykhwang
Bangkok.
2. Maxx Future Co., Ltd operates rental and developed property. The current focus is the land area of 30
Rai 2 Ngan 10 Tarangwa located on Praditmanutham Nuanjan Buengkoom Bangkok.
3. S Hotel Management Co., Ltd concentrates on hotel investment and management.
4. S Hotel PhiPhi Island Co., Ltd concentrates on hotel management at PP Island Village Beach Resort.
1.3 Board of Directors and Shareholders

According to the Company certificate dated February 27, 2015, there are eight board of directors as follows:
No Name Position
1 Mr. Chutinant Bhirombhakdi Chairman
2 Mr. Chayanin Debhakam Executive Director
3 Mr. Naris Cheyklin Executive Director
4 Mr. Longlom Bunnag Executive Director
5 Mr. Nattavuth Mathayomchan Executive Director
Independent Director
6 Mr. Satit Rungkasiri
& Chairman of the Audit Committee
7 Mr. Karoon Nuntileepong
& Member of the Audit Committee
8 Mr. Thana Thienachariya
& Member of the Audit Committee
Remark: Refer to the Board of Directors Meeting No. 2/2015 held on March 11, 2015, a resolution to propose Mr.
Thanavath Phonvichai as the Independent Directors will propose to the Annual General Meeting of
Shareholders for the year 2015 with the appointment date on April 22, 2015
13
Table Summary for shareholders before and after issued new share capital of SINGHA toward Singha
Property Co., Ltd., SPM SG and Mr. Santi Bhirombhakdi including sales and purchase shares between SPM SG and
Damerius Pte Ltd. As of January 30, 2015, there are ten major shareholders as follows:

(as of March 17, 2014)
Name
Number of % on paid- Number of % on paid-up
Shares up capital Shares capital
Singha Property Management
2,434,788,271 51.67 2,434,788,271 49.70
Group
- Singha Property Management Co.,
1,706,441,632 36.21 1,706,441,632 34.83
Ltd.
-Singha Property Management
728,346,639 15.46 728,346,639 14.87
(Singapore) Pte. Ltd.
Mr. Santi Bhirombhakdi Group 1,610,564,060 34.18 1,610,564,060 32.88
- Mr.Santi Bhirombhakdi 1,362,946,524 28.92 1,362,946,524 27.82
-Damerius Pte. Ltd. 247,617,536 5.26 247,617,536 5.05
Good Prosper Holdings Limited - - 178,845,349 3.65
Compile House Co., Ltd. - - 7,664,443 0.16
UOB Kay Hian (Hong Kong) Limited
85,000,000 1.80 85,000,000 1.74
Client Account
Mr. Kemchai Rasanon 40,991,987 0.87 40,991,987 0.84
Mr. Pichai Vijakkapan 30,000,000 0.64 30,000,000 0.61
Miss Acharaporn Siriphaivan 24,750,000 0.53 24,750,000 0.51
Rasa Tower Co., Ltd 19,655,200 0.42 19,655,200 0.40
Thai NVDR Co., Ltd. 19,459,779 0.41 19,459,779 0.40
Miss Thanawadee Tangsitthichok 12,054,000 0.26 12,054,000 0.25
Mr. Krit Intarapornudom 8,237,200 0.17 8,237,200 0.17
Total 4,294,347,147 90.94 4,480,856,939 91.29
14
Remark: /1 Information on the assumption that there is no change in the fair value of the new issued ordinary
share for capital increase toward Good Prosper Holdings Limited and Compile House Co., Ltd.
Authorized Directors to sign on behalf of the Company

General case
Two of three directors, which are Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, and Mr. Naris
Cheyklin co-sign and have the company seal.
Specific cases include
1. Request on approval of the buildings and buildings of all types
2. Request on approval of the property allocation
3. Request on approval of the land grant
4. Request on approval of the consolidated and separate title deeds
5. Request on approval of share ownership
6. Request on approval of the number of home
7. Request on approval of the use and transfer of power and water supply
8. Request on approval on lease on phone license numbers
9. Request for about phones
10. Permission to access and drain
11. Permission to cut curbs
12. The point guard and approved the land
13. Application for registration of condominium
14. Application for registration of the condominium corporation
15. Request on building usage approval
16. Permission to use the merchant
17. The words, as well as filing and documents related to the Revene Department
18. File a complaint to the police officer or officers. Withdrawal of claims
19. Compromise the words including send and receive the documents related to the legal case
20. Request on approval of the sale, preparation of food or ice in a private location
21. Request a permission to use the trade which is objectionable or potentially dangerous to health
22. Request on approval of the sale of alcohol, tobacco, and cards
23. Request for a business approval as a person authorized by the Act. Exchange Control Regulations 1942
One of three directors, which are Mr. Chutinant Bhirombhakdi, Mr. Chayanin Debhakam, and Mr. Naris
Cheyklin signs and have the company seal.
15
1.3.1 The Shareholding Structure
The shareholding structure of the Company prior to the transfer of Santiburi Limited and S Bright Future Limited
Singha Property Management Co., Ltd Group Mr.Santi Bhirombhakdi Pinitchop Group Others
99.99% 45.58% 54.42%
S Bright Future Co., Ltd Santiburi Co., Ltd Singha Estate PCL/1
99.99% 99.99% 99.99%

Singha Property Development Co., Ltd Bhiromphat Co., Ltd Max Future Co., Ltd.
Remark : (1) Previous name is Rasa Property Development Company Limited
Shareholders Structure after merger and acquisition/1
Boon Rawd Brewery Co., Ltd
100%
Mr.Santi Bhirombhakdi Group Singha Property Management Group Others

34.18% 51.67% 14.15%
Singha Estate PCL/2
Remark: 1. As of January 30, 2015

2. Previous name is Rasa Property Development Company Limited
16
Through a business integration plan using the asset transfer from the company's major shareholders, and
growth on asset acquisition, the core business of the company has expanded from the original from residential
property development to be investment in the development of variety properties, including hotels.
Corporate Structure after merger and acquisition
99.99% 99.99% 99.99% 99.99% 51.00%

S Hotel Mangement S Hotel Phi Phi S Bright Future Co., Ltd /1 Santiburi Co., Ltd Nirvana Development
/1
Co., Ltd.
Co., Ltd Island Co., Ltd
94.99% 99.99% 99.99% 99.99%

Phi Phi Village Acces Singha Property Max Future Co., Ltd Bhiromphat Co., Ltd 2/
Management Co., Ltd Development Co. Ltd
Remark: 1. The business closure on October 1, 2014 after transferred all corporate assets
2. The business closure on January 5, 2015 after transferred all corporate assets
Singh Estate Public Company Limited was established on August 14, 1995, formerly known as
"Panitphuphattana Company Limited with a registered capital of Baht 10 million. The business purpose is a real
estate development including housing and condominiums. At present, the Company continues on the real estate
business development with significant changes and developments as follows:
17
Year Period Activities
1995 14 August : Registered a capital of Baht 10 million
1997 9 July : Opened Patomporn Garden Project on Puthamothon 4 Road, which is the
company's first project for 160-single houses valued at approximately Baht
380 million.
2002 31 March : Increased the registered capital from Baht 10 million to Baht 20 million with
full paid-up value at Baht 100 per share
2003 27 October : Increased the registered capital from Baht 20 million to Baht 300 million with
full paid-up value
2004 30 April : Revised the corporate name from Panichpoom Pattana Company Limited to
Rasa Property Development Company Limited, and change its corporate
form to public company limite with capital increase from Baht 300 million to
Baht 375 million. To prepare the public offering of 15 million shares toward
the Stock Exchange of Thailand (SET) with the change of PAR value from
Baht 100 to be Baht 5 resulting of 75 million common stocks public offers
2006 12 March : Reduced a registerd capital from Baht 375 million to Baht 300 million, and
increase it from Baht 300 million to Baht 400 million
2007 12 April : Started trading on the Stock Exchange of Thailand under the name "RASA".
2011 16 March : Replace the conversion of ordinary shares with a par value from Baht 5 to be
Baht 1 per share.
2012 27 April : Increased the registered capital from Baht 400 million to Baht 500 million
2013 3 May : Decreased the registered capital from Baht 500,000,000 to Baht 499,999,986
2013 7 May : Increased the registered capital from Baht 499,999,986 to Baht 549,999,986
2014 9 June : The AGM resolved to approve the company's business plan on the entire
business transfer (EBT) with Santiburi Limited from Mr. Santi Bhirombhakdi
and S Bright Future Co., Ltd from Singh Property Co., Ltd through issued
common stock of 2,932,405,807 shares and 1,229,946,524 shares to Singha
Property and Mr. Santi respectively. Total common stocks were 4,162,352,331
shares
18
Year Period Activities
2014 12 September : Issued share capital of SINGHA as the share payment on S Bright Future
Limited toward Signha Property Co., Ltd and SPM SG for 1,801,441,632
shares or 38.23 percent on total common stocks, and 1,130,964,175 shares or
24.00 percent on total common stocks repectively. In addition, the company
issued new share capital as the share payment on Santiburi Co.,Ltd toward Mr.
Santi Bhirombhakdi for 1,229,946,524 shares or 26.10 percent on total
common stock. And renamed the company from Rasa Property Development
Co. Ltd to be Singha Estate Public Company Limited, which changed the
major shareholders from Phinitchop Group to Singha Property and Mr. Santi
Bhirombhakdi group
2014 18 September : Changed the Stock Exchange of Thailand trading name from "RASA" to "S".
2014 24 November : Board of Directors approved the Company establishment of a new subsidiary
to invest in outrigger Phi Phi Island Village Beach Resort & Spa, which was
under S Hotal Phi Phi Island Company Limited (SPP). The firm is 99.99%
owned by Singha Estate PCL with the registerd capital of Baht 10 million,
which consisted of 100,000 shares at Baht 100 per share.
2014 28 November : SPP acquired both common shares and preferred shares of Phi Phi Village
Asset Management Company Limited ("PPVAM") more from the shareholders
of PPVAM. The investment consisted of 249,998 shares of common stock with
a par value of Baht 100, and 225,000 shares of preferred shares with a par
value of Baht 100, representing 94.99 percent of the shares of the issued and
paid up. It was also included the claim right on short-term loans. The
acquisition of shares and rights resulted of total purchase value at Baht 322.5
million, which accounted as 4.9 percent calculated on the value of the
consideration upon the the financial statements of the Company as of
September 30, 2014.
19
1.4 Financial and Operation performance
Results of operations and financial position of the Company for the year 2013-2014 is to consider the results
of operations and financial position of the Company.
Revenue Structure
Revenue items 2013 2014
Baht Million % Baht Million %
Revenue from real estate business
- Revenue from property sales

- - 142.76 35.47
- Revenue from property rent
0.84 0.31 3.31 0.82
Total revenue from real estate business 0.84 0.31 146.07 36.29
Revenue from service and hotel business 260.76 94.93 219.62 54.57
Other revenues 13.10 4.77 36.72 9.13
Total revenue 274.70 100.00 402.41 100.00
20
2013 2014
Revenue from sales of house and condominium units - - 142.77 35.48
Revenue from services 260.76 94.92 219.63 54.58
Costs of house and condominium unit sold - - (113.03) (28.09)
Costs of services (96.36) (35.08) (118.59) (29.47)
Gross profit 164.39 59.84 130.77 32.50
Other income 13.95 5.08 40.03 9.95
Selling expenses (46.48) (16.92) (37.23) (9.25)
Financial costs - interest expenses (0.93) (0.34) (28.05) (6.97)
Profit (loss) before income taxes 35.19 12.81 (243.43) (60.49)
Income taxes (9.04) (3.29) (6.17) (1.53)
Profit (loss) for the year 26.14 9.52 (249.60) (62.02)
Other comprehensive income, net of tax
Gains on re-measuring available-for-sale investments - - 0.77 0.19
Actuarial gains on defined employee benefit plans - - - -
Other comprehensive income for the year, net of tax - - 0.77 0.19
Total comprehensive income (expense) for the year 26.14 9.52 (248.83) (61.83)
Profit (loss) for the year attributable to:
26.14 9.52 (249.60) (62.02)
Total comprehensive income (expense) attributable to:
26.14 9.52 (248.83) (61.83)
Earning per share
Basic earning (loss) per share (BAHT per share) 0.01 (0.05)
According to its consolidated financial statement year 2013 and 2014 , reviewed by Mr. Vicharn Kengmontri CPA
No. 3977 from Pricewaterhousecoopers ABAS Co., Ltd who has been approved by the Securities and Exchange Commission
(SEC).
21
2013 2014
Assets
Current assets
Cash and cash equivalents 429.20 8.67 766.38 7.88
Short-term investments - - 131.85 1.36
Trade and other receivables, net 12.66 0.26 52.77 0.54
Amounts due from related parties 91.27 1.84 0.07 0.00
Loans to related parties 219.50 4.43 - -
Costs of property development - - 794.83 8.18
Inventories 5.49 0.11 11.72 0.12
Other current assets 4.36 0.09 40.05 0.41
Total current assets 762.48 15.40 1,797.67 18.49
Non current assets
Restricted bank deposits 1.35 0.03 51.05 0.53
Land held for development 1,097.58 22.16 1,499.62 15.43
Property, plant and equipment, net 458.31 9.26 3,122.87 32.12
Property for investment, net 2,627.47 53.06 2,819.97 29.01
Goodwill - - 399.00 4.10
Intangible assets 0.09 0.00 22.98 0.24
Deferred income tax assets 3.98 0.08 6.80 0.07
Other non-current assets 0.70 0.01 1.78 0.02
Total non-current assets 4,189.48 84.60 7,924.07 81.51
Total assets 4,951.95 100.00 9,721.75 100.00
22
2013 2014
Current liabilities
Bank overdrafts - - 3,166.86 32.58
Trade and other payables 36.42 0.74 234.73 2.41
Amounts due to related parties 0.37 0.01 0.03 0.00
Current portion of long-term loans from
finance institutions 11.00 0.22 38.28 0.39
Short-term loans from related parties 16 0.32 90.56 0.93
Retention payables 0.95 0.02 25.06 0.26
Income tax payable 5.18 0.10 5.57 0.06
Other current liabilities 23.08 0.47 73.34 0.75
Total current liabilities 93.00 1.88 3,634.42 37.38
Long-term loans from directors 0.56 0.01 - -
Long-term loans from finance institutions 46.66 0.94 504.79 5.19
Employee benefits obligation 18.41 0.37 21.40 0.22
Deferrd income tax liabilities - - 9.42 0.10
Other non-current liabilities - - 0.46 0.00
Total non-current liabilities 65.62 1.33 536.08 5.51
Total liabilities 158.62 3.20 4,170.50 42.90
23
2013 2014
Shareholders equiety
Registered capital 4,235.00 85.52 4,712.35 48.47
Issued and paid-up share capital 4,235.00 85.52 4,712.35 48.47
Premium form acquisition - - 551.15 5.67
Discount from acquisition of non-controlling - - (21.50) (0.22)
interest
Retained earnings
Legal reserve 10.00 0.20 10.00 0.10
Unappropriated retained earnings 548.33 11.07 297.56 3.06
Other components of shareholders equity - - 0.77 0.01
Total parents shareholders equity 4793.33 96.80 5,550.32 57.09
Total shareholders equity 4,793.33 96.80 5,551.25 57.10
Total liabilities and shareholders equity 4,951.95 100.00 9,721.74 100.00
24
Financial Highlights
Assets
As of December 31, 2014, the Company's net assets increased by Baht 4,769.80 million or 96.32 percent
from Baht 4,951.95 million to Baht 9,721.75 million compared with 2013. The main reasons were higher asset value
from a new hotel, the Phi Phi Island Village Beach Resort. In addition, higher cost on property development at fair
value under Rasa Property Development Co., Ltd. and goodwill after Business Integration.
Liabilities
As of December 31, 2014, total consolidated liabilities stood at Baht 4,170.50 million, increased by Baht
4,011.88 million from 2013. The primary reasons were higher short term loans for the acquisition of Phi Phi Island
Village Beach Resort, and the consolidation of RASAs outstanding liabilities upon business integration, and new
loans raised to support business expansion and the renovation of Santiburi Beach Resort and Spa.
Shareholders equity
As of December 31, 2014, total equity worth Baht 5,551.25 million, which increased by Baht 757.92 million
or 15.81 percent against year 2013. The higher result came from capital surplus from Business Integration.
Operation Performance
Revenue
In 2014, total consolidated revenues from property sales were Baht 142.77 million, which derived from the
sales on residential inventories of Intro Condominium and Rasa Maxx Ville Project. The cost of goods sold was Baht
113.03 million
For revenue on the service in 2014, it was dropped by Baht 41.13 million or 15.77 percent while the service
cost moved up Baht 22.23 million or 23 percent from prior year. The reason could impact by temporarily closed on
Santiburi Beach Resort and Spa for renovation whereas the company continued to recognize the fixed costs of the
hotel during the renovation. Higher depreciation on the hotel renovation, and additional cost of buying a new business
hotel were also factors.
Expenses
Total selling and administration expenses in 2014 stood at Baht 386.18 million, a rise of 172% yoy mainly
from professional and transaction fees related to the business integration and increased number of employees at head
office to support business expansion after the business integration.
25
Net Profit
In 2014, the Company reported its consolidated net loss of Baht 249.6 million, declined from a net profit of
Baht 26.1 million in 2013. This was primarily from the absence of revenue from Santiburi Beach Resort and Spa
during its closure for refurbishment and the higher expenses at head office, as previously mentioned.
Key Financial Ratios

Financial Ratio 2013 2014
Liquidity Ratio
- Current ratio (times) 8.20 0.49
- Quick ratio (times) 8.09 0.26
- Operating cash flow to current liabilities* (times) N/A/1 0.03
Profitability Ratio
- Gross profit margin (%) 63.05% 36.09%
- Operating profit margin (%) 8.50% -70.48%
- Net profit margin (%) 9.52% -62.02%
- Return on equity* (%) N/A/1 -4.83%
Efficiency Ratio
- Return on assets (%) N/A/1 3.40%
- Asset turnover* (times) N/A/1 0.05
Financial Ratio
- Debt-to-equity ratio (times) 0.03 0.75
- Interest coverage (times) 20.74 3.02
- Dividend payout ratio (%) - -
Remark: 1. Cannot be determined since there are Financial Statements for the year 2013 and 2014 only. As a result,
average figure for items on the Statement of Financial Position for the year 2013 cannot be calculated.
26
Liquidity Analysis
Liquidity Analysis is to measure the ability to repay short-term debt in 2014. The ratio decreased to 0.49
times compared to the previous year. This may be because of higher current liabilities spent over additional
investment resulting of low liquidity. However, the firm has planned for recapitalize and restructure the debt to be
long-term in the near future.
Profitability Analysis
In 2014, the company presented a negative operating profit margin at 70.48 percent, which was different
from its positive operating profit margin at 8.50 percent in 2013. The unfavorable sign was caused from the closure of
the service in Samui Beach Resort and Spa Hotel for renovation resulting of less revenue whereas continuous
expenses during the closure. And with higher administration costs, the firm has shown a negative profit margin at
62.02%.
Efficiency Analysis
This analysis is to measure the operational efficiency on asset management generating revenue. In 2014, the
Company's asset turnover rate was 0.05 times. It presented that the firm had outstanding asset values especially for
lands and properties comparing with previous year. However, the firm could not fully utilized all assets for generating
appropriate revenue at the point of analysis.
Financial Analysis
Financial analysis represents financing capability of the company. These ratios helps to determine the
direction of the source of capital, including the ability to pay interest on the debt. In 2014, the firm had total debt to
equity share were 0.75 times increase from 2013. The ratio of total liabilities to shareholders' equity of 0.03 times,
which is an increase of 0 .7 2 times due to higher debt. The main debts were loans from financial institutions, and
short-term loans from other parties, which the company may borrow to invest in real estate and land. Therefore, it
presented higher risk in finance for venture, and may affect the ability to pay interest on them.
27
Part 2: Asset Acquisition Detail
Singh Estate Public Company Limited (S or Company) has an investment plan toward Nirvana
Development Company Limited (NIRVANA) through purchasing NIRVANA shares for 3,6 4 9,9 9 3 shares (5 1
percent of the paid-up capital of NIRVANA) from two current shareholders who are not connected persons with the
Company at a selling price of Baht 485.44 per share. Total amount is not exceeded Baht 1,771,843,024, which paid
to the Sellers through the newly issued ordinary shares of the Company with total 186,509,792 shares at a price of
Baht 9.50 per share. The swap ratio of 1 share of Nirvana for 51.0986 company shares.
The Company also intends to subscribe for Nirvana ordinary shares on capital increase with the purpose to
maintain 51 percent ownership. Total number of share is 831,724 shares by the number of total shares of 1,630,832
shares. The paid-up share capital increase is by cash at Baht 3 8 3 .2 4 per share, representing a value within Baht
318,749,906.
According to an investment plan on above, the Company will result of holding 4 ,4 8 1 ,7 1 7 shares,
representing a total investment value within Baht 2,090,592,930 baht or averae share price at Baht 466.47 per share.
The detail are described below:
2.1 The Date of the transaction

The company has signed a contract and subscription (Share Purchase and Share Subscription Agreement)
with the seller, after being approved by the Board of Directors meeting at 1/2015 and to enter into the transaction
after approval from the Annual General Meeting of the shareholders of the Company.
2.2 The parties involved and their relationship with the listed Company.
2.2.1 The acquisition of Nirvana ordinary shares from current shareholders
Sellers : Current shareholders of Nirvana Development Co., Ltd.
Comprising two sellers below
No Shareholder Number of Shares
1 Good Prosper Holdings Limited 3,500,000
2 Compile House Co., Ltd. 149,993
3,649,993
28
Relationship with the listed company:
All sellers do not fall within the criteria of being connected persons of the Company
In return, the company presents the allocation of new S shares of 186,509,792 ordinary shares with a par
value of Baht 1 per share. The allocation price is Baht 9.50 per share or Baht 1,771,843,024 totally to both current
sellers of Nirvana shares (Private Placement). The detail is as follows:
Number of Price Value

No Allocated Shareholder list Total Value (Baht)
allocated share (Baht/Share)
Good Prosper Holdings
1 178,845,349 9.5 1,699,030,815.50
Limited
2 Compile House Co., Ltd. 7,664,443 9.5 72,812,208.50
Total 186,509,792 9.5 1,771,843,024
Remark: For those who have been allocated shares this time, it will be as one of the shareholders, which has
not involved in the corporate management.
Good Prosper Holdings Limited is an investment company registered in Hong Kong with the major
shareholder being Haven Views Group Limited which is a company registered in the British Virgin Islands.
Compile House Co., Ltd. is an investment company registered in Thailand with the major shareholder being
Mr. Thitipun Peerawasut, Mr. Pattaraset Peerawasut, and Mr. Burapat Manokasaemsan as at 19 January
2015. The authorized director of Compile House Co., Ltd. is Mr. Thitipun Peerawasut.
29
1. Subscription of newly issued ordinary shares of Nirvana transaction
Buyer : Singh Estate PCL subscribes for newly ordinary shares of
Nirvana as a stake of 51 percent or a total of 831,724 shares
at a price per share within Baht 383.24 per share or not over
Baht 318,749,906. The amount paid is by cash.
Seller : Nirvana Development Co., Ltd. issued ordinary share capital
to shareholders for total 1,630,832 shares at a price of Baht
383.24 per share
Relationship with the listed company : Not a connected person with the Company according to the
rule
2.3 General characteristics, type, and size of asset acquisition transaction
The Company will invest in ordinary shares of Nirvana by acquiring 3,649,993 shares (representing 51% of
the total ordinary shares of Nirvana) at an acquisition price of Baht 485.44 per share from (1) Good Prosper Holdings
Limited and (2 ) Compile House Co., Ltd., which are not connected persons of the Company. In exchange the
Company will pay in kind with 186,509,792 newly issued ordinary shares of the Company, equivalent to 3.8% of the
total registered capital of Company after capital increase (for this portion), at Baht 9.5 per share, totalling to a value
of Baht 1,771,843,024.
After completion of the aforementioned investment, the Company intends to subscribe to the newly issued
ordinary shares of Nirvana proportionately to the shareholding percentage of 51% amounting to 831,724 shares, out
of the total 1,630,832 new ordinary shares, at Baht 383.24 per share, totalling to a value of Baht 318,749,906. The
Company will entirely pay for such newly issued shares by cash.
Pursuant to the Notification on Acquisition or Disposal, based on the financial statements of the Company
and Nirvana as at 31 December 2014 and 30 September 2014 respectively, the highest transaction value is equal to
21.50% based on the total value of consideration basis. The calculation of the transaction sizes are as detailed below:
30
1. Comparison of net tangible asset (NTA) value
Transaction size = % of NTA of Nirvana in the acquisition proportion x 100
NTA of the Company
= 911.3 x 51% x 100

5,122.5
= 9.07%
2. Comparison of net profit

Transaction size = % of net profit of Nirvana in the acquisition proportion x 100
Net profit of the Company
= Cannot be calculated due to negative net profits of the Company
3. Comparison of total value of consideration

Transaction size = Value of consideration received/paid x 100
Total assets of the Company
= 2,090.6 x 100
9,721.7
= 21.50%
4. Comparison of equity share value

Transaction size = Number of shares issued as consideration x 100
Total number of issued and paid-up shares of the Company
= 186.5 x 100
4,712.4
= 3.96%
31
Calculation details of the transaction size of the investment in ordinary shares of Nirvana:
Basis of calculation Transaction size

1. Net tangible asset (NTA) value method 9.07%
2. Net profit method Cannot be calculated/1
3. Total value of consideration method 21.50%
4. Securities (issued to pay for assets acquired) value method 3.96%
Note: NTA = Total assets Intangible assets Total liabilities Non-controlling equity
/1
Cannot be calculated due to negative net profits of the Company in 2014
The highest transaction value is equal to 21.50% based on the total value of consideration basis, which need
to be calculated with other asset acquisition transactions entered into during the previous six months before the date
of this transaction. The details are as follows:
1.Purchase of land, buildings and properties used for business operation of Outrigger Phi Phi Island Resort
from MFC Amazing A-la Andaman Property Fund for a total value of Baht 2,450,000,000, the seller of which is not a
connected person of the Company pursuant to Notification of the Notification on Acquisition or Disposal, with the
highest transaction value of 37.26% based on the total value of consideration basis.
2. Acquisition of shares and right on claim of short-term credits from existing shareholders of Phi Phi
Village Asset Management Co., Ltd., comprising of 1) a total of 249,998 ordinary shares with par value of Baht 100
each, 2) a total of 225,000 preferred shares with a par value of Baht 100 each, totally representing 94.99% of total
issued and paid-up shares, and 3 ) right on claim of short-term credits from existing shareholders, altogether
amounting to Baht 3 2 2 ,5 0 0 ,0 0 0 in total value, the sellers of which are not connected persons of the Company
pursuant to the Notification on Acquisition or Disposal, and the highest transaction value of which is equal to 4.90%
on a total value of consideration basis.
Therefore, total aggregate value of the transactions will be 63.66% based on the total value of consideration
basis, hence it is considered as a Type 1 transaction in accordance with the Notification on Acquisition or Disposal,
whereby the value is equal to 50% or higher, but lower than 100%. As result, the Company is required to disclose the
information memorandum on such transaction to the Stock Exchange of Thailand, and to hold a shareholders
meeting to consider the approval of the transaction with the vote of no less than three fourth of the votes of all
shareholders who are present at the meeting and who are entitled to vote.
2.4 Total value of consideration and other conditions

The Company will invest in shares of Nirvana for total 4,481,717 shares (par value of 100 baht). Based on
total value of consideration, total value is Baht 2,090,592,930 with average share price at Baht 466.47 per share.
32
2.4.1 Summary of the Share Purchase and Share Subscription Agreement
Parties 1. Singha Estate Public Company Limited (the Purchaser)

2. The Sellers, consisting of;
Good Prosper Holdings Limited
Compile House Co., Ltd
3 .The Warrantors, consisting of;
Mr. Sornsak Somwattana
Mr. Anuchat Angsumethangkoon
Mrs. Wattana Somwattana
Sale and Purchase of The Sellers shall sell its shares in the total amount of 3,649,993 shares in Nirvana,
the Sale Shares and the Purchaser shall purchase such amount of shares from the Seller.
Issuance of The Purchaser shall increase its registered capital by issuing additional ordinary
additional ordinary shares in amount of 186,509,792 shares which will be offered to the Seller as a
shares to be offered consideration of purchase.
as a consideration The Sellers agrees to pay any taxes and fees in relation to the transfer of shares in
Nirvana to the Purchaser, and the Purchaser agrees to pay any taxes and fees in
relation to the issuance and allotment of its additional ordinary shares to the Seller
Event of Default Each of the following events shall be an event of default
o Non-performance of the obligations
o Misrepresentations
o Legislative or governmental action which would (a) ) prohibit the
consummation of the transactions or (b) prohibit the acquisition of the
shares by the Purchaser or the sale of the shares by the Seller
o Default under the Share Purchase and Share Subscription Agreement
or the Shareholders Agreement
Termination Each party may terminate this agreement by giving written notice to the other
party upon the occurrence of the following events
o Any material breach or default by the other party
o Legislative or governmental action which would (a) ) prohibit the
consummation of the transactions or (b) prohibit the acquisition of the
shares by the Purchaser or the sale of the shares by the Seller
33
2.4.2 Summary of the Shareholders Agreement
Parties 1. Singha Estate Public Company Limited

2. Existing shareholders of Nirvana
Board of The Board of Directors of Nirvana shall consist of 7 directors with 4 Directors
Directors nominated and appointed by the Company (including the Chairman of the Board
of Directors) and 3 directors nominated and appointed by the Existing
shareholders of Nirvana
In case of change in shareholding proportion, a right to nominate and appoint a
director by each party shall be adjusted accordingly
Management Key management employees of Nirvana shall continue to serve as Nirvanas
management employees for at least 3 years
The Company shall be able to nominate and appoint personnel to serve as
Nirvanas management employees including (1) Chief Financial Officer (CFO),
(2) the head of procurement department, and (3) the head of human resources
department
Capital The shareholders shall cause Nirvana to increase the registered share capital of
Increase Nirvana from Baht 715.7 million to Baht 878.8 million by allotting 8,787,681
new ordinary shares at a price of Baht 383.24 per share
After the aforementioned capital increase, the parties agree that future capital
increase shall happen only event that the funding is required for investment
which would cause the interest bearing debt to equity ratio greater than 2.0x
Future capital increase shall be in accordance with then current shareholding
proportion
Transfer of Prior to the third anniversary, the Parties shall not be permitted to sell or transfer
shares its shares in Nirvana without the consent of the other party. However, the
existing shareholders may sell and transfer its shares in Nirvana provided that its
shareholding is not less than 40 per cent of the total issued shares in Nirvana
In the event that the party wishes to sell and transfer its shares in Nirvana, such
party shall offer Right of First Refusal to the other party
In event that the Company proposes to sell all of its shares to a third party, the
Investor is entitled to require any of existing shareholders to transfer all of their
shares for the same consideration per share as the Company would sell to such
third party (Drag-Along Right)
In event that the Company proposes to sell all of its shares to a third party, the
34
existing shareholders are entitled to participate in the sale of all of their shares
for the same consideration per share as the Company would sell to such third
party (Tag-Along Right)
Without any prejudice to the aforementioned clause, the existing shareholders may
sell and transfer its shares in Nirvana provided that its shareholding is not less
than 40 per cent of the total issued shares in Nirvana.
Dead lock In the event that the parties fail to resolve the Deadlock Event and to resolve
Event such event within 6 months, both parties are entitled to make an offer to purchase
the shares of the other party
In case both parties make an offer to purchase the shares of the other Party, the
party offering the highest price per share shall have the right to purchase the
shares of the other party
If there is only a party makes an offer to purchase the shares from the other
party, the other party shall sell all of its shares to the offering party at the offered
price per share or offer to purchase the shares owned by the other party at the
same offered price per share
Default o Any party commits a material breach of the agreement and fails to
remedy such material breach within a period of 30 days
o Any party becomes insolvent, bankrupt, a party, or entered in to debt
restructuring
o Control over any shareholder is acquired by a third party, who is not
a related person to such shareholder without obtaining the written
consent of the other Shareholder
o Event of Default under Shareholders Agreement or Share Purchase
and Share Subscription Agreement occurs
Termination The parties shall have the right to terminate the agreement by giving written
notice to the defaulting party
The parties shall be entitled to terminate the agreement upon the mutual written
agreement of the parties
The agreement shall be terminated in the event that Nirvana is insolvent,
bankrupt, or winding up its operation.
Upon the exercise of right by the party to purchase additional shares in Nirvana
in accordance with Dead lock Event or other conditions as specified in the
35
agreement which would cause the other partys shareholding in Nirvana less than
25 per cent of the total issued shares.
2.5 Investment Policy after acquisition
After the company has invested in Nirvana by holding 51 percent of the total share capital. The Company's
policy on Nirvana is to continue its property development focusing on single house concept at present. The
Company will involve more on management for increasing effectiveness, as well as provide support in terms of
the sources of funds available to finance costs reasonable, and adequate expansion in the future.
As result, the Company will pay the price for Nirvana shares toward the current shareholders who sell them
to the Company with assets other than cash (payment in kind), including the newly issued ordinary shares of the
Company. Therefore, to acquire the shares from current shareholders of Nirvana will not affect the adequacy of
working capital of the Company. For the subscription of new Nirvana shares worth Baht 318.75 million, the
Company will use the funding sources of cash and / or loans from commercial banks, which is adequate to
support the transaction. After the acquisition of Nirvana with 51 percent shareholding, the consolidate financial
statement would result in higher ratio of debt to equity (D / E Ratio) due to increased the liability of Nirvana.
However, the Company has a recapitalization plan offered to current shareholders in proportion to their
shareholding (Rights Offering) of 816,476,754 shares at the offering rate at Baht 3 per share, totaling Baht
2,449.43 million. The capital increase will present to the Annual General Meeting of Shareholders for the year
2015. When the recapitalization plan is completed, the debt to equity ratio (D / E Ratio) of the Company will
decrease significantly.
36
Part 3: General Information Nirvana Development Company Limited
3.1 General Information
Name : Nirvana Development Co., Ltd

Registered Date : February 1, 2005
Registered Number : 0105548015663
Previous Registerd Number : 0108254801273
Business : Property Development on Single houses, Commercial buildings,
and Townhouses for sales and rent
Head Office Location : 3 4 3 /3 5 1 Prasoet Manukit Rd. Nuanchan/Buengkum Bangkok,
10230
Registered Capital : Baht 715,684,900 at Baht 100 per share
Paid-up Capital : Baht 715,684,900 at Baht 100 per share
3.2 Corporate History
Nirvana Development Company Limited ("Nirvana") was founded in 2005 with a registered capital of Baht
5 million. The company was established by the significant gathering of capable and skillful personnel including
engineer, architect, marketing planner, and experts in immovable property aiming to create and develop residence
projects. Based on current business, Nirvana group has total five affiliates to manage the business under the unique
concept and view that "home is where you will live for long. We thought about all the view to satisfy the demand.
With a variety of home styles that are unique and perfect for those looking for modern architecture, the value of
Nirvana home is truly worth.
37
3.3 Shareholders Structure
As of September 30, 2014, Nirvana has registered capital of Baht 715,684,900 with a par value of Baht 100
per share under ten major shareholders as follows:
Number of Share
Shareholder List Ownership (%)
(Shares)
1. Good Prosper Holdings Limited 3,500,000 48.90%
2. Ms Wattana Somwattana 1,471,393 20.56%
3. Ad Bliss Company Limited 644,117 9.00%
4. Mr. Anuchat Angsumethangkoon 378,308 5.29%
5. Mr. Thanisorn Kusuwan 284,931 3.98%
6. Compile House Company Limited 149,993 2.10%
7. Mr. Sornsak Somwattana 133,993 1.87%
8. Others 594,114 8.30%
Total 7,156,849 100.00%
After SINGHA acquired Nirvana shares, the shareholders structure will be changed as follows:
Share Detail
Shareholder List Number of Shares Ownership (%)
(Share)
1.Singha Estate Public Company Limited 3,649,993 51.00%
2. Ms Wattana Somwattana 1,471,393 20.56%
3. Ad Bliss Company Limited 644,117 9.00%
4.Mr.Anuchat Angsumethangkoon 378,308 5.29%
5. Mr. Thanisorn Kusuwan 284,931 3.98%
6. Mr. Sornsak Somwattana 133,993 1.87%
7. Others 594,114 8.30%
Total 7,156,849 100.00%
Nirvana plans to have the capital increase to be offered to current shareholders in the near future. Therefoer,
Singha is entitled to subscribe for new shares up to 83 1 ,7 24 shares and resulted of total 4 ,4 8 1,7 1 7 shares after
38
purchases. It will maintain Singha position as the major shareholder on Nirvana shares representing not less than 51
percent of the share capital.
3.4 The Board of Directors
As of September 30, 2014, Nirvana has three board of directors as follows:
Name Position
1. Mr.Anuchat Angsumethangkoon Director
3. Mr. Weerapol Piratvet Director
Authorized directors to act on behalf of Nirvana consist of either Mr.Anuchat Angsumethangkoon or Mr.
Sornsak Somwattana. The signature and company seal are required.
3.5 Executive Profile

1. Mr. Sornsak Somwattana was born in February 22, 1974
Education Background
- Bachelors Degree of Business Administration with Finance major in Thai Chamber of
Commerce
- Master Degreee of Science in Finance, University of Colorado at Denver, Colorado, USA
Work Experience started in 1993
- Asian Property Development Public Company Limited
Finance Control Officer
- SITCA Security Pcl.: Security Analyst
- Bangkok Bank Pcl.: Special Asset Management
- Asia Recovery Management Co., Ltd: Investment Banking Manager
- Kiatnakin Bank Pcl: Marketing Manager for Real Estate Lending
- Nirvana Property Co., Ltd: Managing Director
- Nirvana Development Co., Ltd: Chief Executive Officer
39
2. Mr.Anuchat Angsumethangkoon was born on February 5, 1961
- Bachelor's degree in sociology and anthropology. Thammasat University
- Master of Business Administration, Management University
Work Experience
- 2002 2005 Nirvana Property Co.,Ltd: Chairman
- 2003 Present Subthanarin Co., Ltd.: President
- 2005 Present Nirvana Development Co., Ltd: President
- 2006 Present Nirvana Construction Co., Ltd: President
- 2008 Present Nirvana Rama 9 Co., Ltd: President
- 2009 Present Nirvana U Co., Ltd: President
3. Mr. Ronnachai Trisunun was born on June 27, 1969

- Bachelors Degree in Faculty of Architecture, Chulalongkorn University
- Master of Business Administration
- University of Colorado at Denver, Denver, Colorado, USA
Work Experience
- 1992-1995 CASA Co., Ltd: Architect
- 2000-2001 Joint ventures BCKT: Architects coordinator for MRTA Initial System Project
Underground Structures - South Contract
- 2001- 2003 Kiatnakin Finance Co., Ltd: Credit Manager for movable assets
- 2003 2006 Exceeds and XSS Co., Ltd: Creative Director 2006 2010 Research and
design center, director of the School of Architecture and Design. Technology
- 2010 Present Nirvana Development Co., Ltd: Vice President
4. Mr. Weerapon Piratvet was born on February 9, 1951

- Bachelor of Economics, Chulalongkorn University
- Master of Business Administration, Sasin Institute University
Work Experience
- 2514 2517 Chase Manhattan Bangkok: Treasury Manager
- 2518 2521 WANGLEE Bank: Director of Finance
- 2522 2523 Krungsri Ayutthaya Bank, Head office: Deputy Director for Foreign Affair
40
- 2524 2532 Shell Exploration and Production Khorat Prometheus Productions: Director of
Finance
- 2533 2535 Indonesia H. Su Bank: Treasury Manager
- 2536 2545 Kiatnakin Bank: Executive Vice President in Finance
- 2546 2547 Devonshire Kiatnakin Co., Ltd.: Managing Director
- 2548 2552 Energy Design Concept Co., Ltd: Managing Director
- 2553 Present Nirvana Development Co., Ltd: Vice President
3.6 Business Overview
Nirvana Development Co., Ltd. and its subsidiaries are a property developer focusing on residential
properties including single houses, townhouses, and commercial buildings with various amenities. Nirvana presents
its strong position for Modern home design that looks different from other projects generally. Target customers will
be the executive or business owner who is new with high purchasing power. And house prices will range in price
levels 4 -1 8 million baht for each project Nirvana can have a home and living space to choose from a variety of
formats, which is available in a ready-to-sell and look to build on land that the customer buys the land from Nirvana.
Customers can modify decorative patterns and materials used by the customer. The business activities for Nirvana
group can be summarized as follows:
1. Purchase of large plots of land for division into plots for further development and management into
residential projects with roads and other public infrastructures before selling to customers.
2. Development of land and building, covering allocation of land area, design, and construction, service,
and other relevant services in order to increase the value of the land such as single detached house,
townhouse and commercial building.
3. Construction service for customers who purchase lands from the Nirvana by subcontracting to sub-
contractors under the supervision of Nirvana.
41
At present, there are five investments under NIRVANA toward its subsidiaries. The detail is as follows:
Registered Capital
Investments in subsidiaries Business Shareholder (%)
(Baht)
1. Nirvana Construction Company
Construction contract 140,000,000 99.99%
Limited (NC)
2. Nirvana RAMA 9 Company
Property development 150,000,000 99.99%
Limited (NR)
3. Nirvana U Company Limited Property development 80,000,000 99.99%
(NU)
4. Subthanarin Company Limited Property development 65,000,000 99.99%
(STR)
5. Nirvana River Company Limited Property development
5,000,000 99.99%
(RV)
Total 440,000,000
Nirvana Construction Co., Ltd (NC) was established on February 27, 2006 with a registered capital
of Baht 140 million. The business purpose is to be the main contractor for the construction project for
Nirvana group. The current projects under implementation of Nirvana Construction Co., Ltd are
Nirvana Beyond 1 (NU), the Intro and Tara (STR), Nirvana Beyond 2 , Nirvana Beyond 3 , Nirvana
Beyond 4, Nirvana Beyond. 5, Nirvana Wongwaen (ND), and the Icon / Bylite (NR).
Nirvana Rama 9 Co., Ltd. (NR) was established on February 22, 2008 with a registered capital of
Baht 1 5 0 million. The main business purpose is for a property development projects - Icon / Bylite
(NR).
Nirvana U Co., Ltd (NU) was established on September 28, 2009 with a registered capital of Baht 80
million. The main business purpose is for a property development projects on Nirvana Beyond 1, which
is close to the project since 2013
Subthanarin Co., Ltd. (STR) was established on March 12, 2001 with a registered capital of Baht 65
million. The company has been operating as a building contractor for commercial and residential
buildings including property management for Intro and The Tara project
Nirvana River Co., Ltd (RV) was established on November 15, 2013 with a registered capital of Baht
5 million. The main business is for trade and services in property including the management of real
estate, and allocation of land, buildings/condominium buildings for sale, rental and leasing. The
company has not yet started operations at present.
42
House Model Sample under Nirvana Project
43
House Model Sample under Nirvana Project (Continued)
44
Internal House Structure under Nirvana Project
45
Internal House Structure under Nirvana Project (Continued)
46
In conclusion, the projects under Nirvana Development Co., Ltd and its subsidiaries as of September 30, 2014 are consisting of 10 current operating projects, 2 being
developed projects, and 4 potential project expected to occur in the future with details below:
Year Servitude Project Value

No Project Name Status Mortgage Unit (Baht million)
Group A : Present Projects
1 Nirvana @ Work 2 Kaset Navamin * Operating 2012 KTB Nil 56 10 748.00 133.57
2 Nirvana Beyond 3 Kaset Navamin (Phrase I) Operating 2012 BAY Nil 68 32 1,161.00 546.35
3 Nirvana Beyond 2 Rama 9 Operating 2011 SCB Nil 62 2 992.00 32.00
4 Nirvana Beyond 5 - Suanluang Operating 2013 SCB Nil 56 55 1,031.00 1,012.59
5 Nirvana Beyond Lite Rama 9 Operating 2009 KBANK TBANK Nil 156 10 1,288.00 82.56
6 BAY Nil 72 16 572.00 127.11
Nirvana Icon Wongwean Rama 9 Operating 2013
LH BANK
7 Nil except for Land
Nirvana Intro Operating 2014 deed #6130 Nil 69 6 307.00 26.70
(KBANK)
8 The Tara Operating 2013 LH BANK Nil 54 21 280.00 108.89
47

9 Cover Onnut Operating 2013 CIMB Nil 194 114 530.00 311.44
Nil except for Land
deed #31462, Nil
10 Nirvana Beyond @ Beach, Pattaya -SDH Operating 2013 18 16 340.50 302.67
64882, 67332 (LH
BANK)
Nirvana Beyond @ Beach, Pattaya -
Under development 98 98 320.50 320.50
Condominiums
Group B : Future Proejcts
11 Nirvana Beyond 3 Kaset-Nawamin Phast 2 - BAY Nil 37 37 785.10 785.10
Deed# 18454,
37290 the
12 Nirvana Condominiums (Lertlar ) - KBANK whole land 661 661 1,812.70 1,812.70
under
servitude
Deed# 134
Partial land
13 River Condominium - LH BANK 117 117 4,753.6 4,753.6
under
servitude
14 Nirvana Rama 2 - SCB Nil 159 159 2,537.4 2,537.4
48

Group C : Land and Others
15 Land - Nirvana @Work Kaset-Nawamin - BBL n/a n/a
16 Leasehold (back area Nirvana Beyond 1) - Nil Nil n/a n/a
Remark: * Most Nirvana projects are offering two types of houses, which are Built to order house and Finished house. For Nirvana @Work Kaset-Nawamin and Nirvana Cover
Onnut, however, they offers only finished house.
49
3.7 Operating Performance

Statement of Comprehensive Income 2014 (Jan-Sep) % 2014 (Jan-Sep) % 2013 %
Revenue
Income from sales of property 566,398,428 56.30% 430,392,418 60.64% 882,579,130 90.67%
Income from contractor service 439,624,899 43.70% 279,307,885 39.36% 90,840,528 9.33%
Total Revenue 1,006,023,327 100.00% 709,700,304 100.00% 973,419,658 100%
Cost
Cost for sales of property -380,854,205 -37.86% -276,813,084 -39.00% -633,912,800 -65.12%
Cost for contractor service -263,050,306 -26.15% -151,623,558 -21.36% -72,649,851 -7.46%
Total Cost -643,904,511 -64.00% -428,436,643 -60.37% -706,562,652 -72.59%
Gross Profit 362,118,816 36.00% 281,263,661 39.63% 266,857,007 27.41%
Selling expenses -68,317,793 -6.79% -59,621,820 -8.40% -95,102,383 -9.77%
Adminstrative expenses -75,614,533 -7.52% -56,668,289 -7.98% -114,462,347 -11.76%
Operation Profit 218,186,490 21.69% 164,973,552 23.25% 57,292,277 5.89%
Other incomes 26,521,137 2.64% 37,111,961 5.23% 33,164,955 3.41%
- Wages and staffing services - 0.00% - 0.00% 11,811,340 1.21%
- Ribbon Retention - 0.00% 18,863,832 2.66% - 0.00%
- Interest 4,251,898 0.42% 4,251,898 0.60% - 0.00%
- Gain on sale of assets 2,669,671 0.27% 4,374,103 0.62% 7,417,749 0.76%
- Reversal of provision for repair 6,619,343 0.66% 1,466,592 0.21% - 0.00%
- Other 12,980,225 1.29% 8,155,537 1.15% 13,935,866 1.43%
Charges -120,000 -0.01% - 120,000 -0.02% - 0.00%
Earning before interests and taxes (EBIT) 244,587,627 24.31% 201,965,513 28.46% 90,457,232 9.29%
Capital Cost -26,922,454 -2.68% -30,271,373 -4.27% -35,552,849 -3.65%
Profit (Loss) before Taxes (EBT) 217,665,173 21.64% 171,694,141 24.19% 54,904,383 5.64%
Corporate Tax -45,488,367 -4.52% -34,846,774 -4.91% -14,052,982 -1.44%
Net Profit (Loss) 172,176,806 17.11% 136,847,366 19.28% 40,851,401 4.20%
Remark: * In 2013, Nirvana has bought a house from current customers before sold them to new customers so the
accounting values are recognized as the income from the sale of services
50
All financial statement (Company Only) year 2013 is reviewed by Mr. Panya Sriwarirat CPA No. 7191 from
the Audit company named D.I.A International Co., Ltd, while its consolidated and company only financial
statement for 3Q2014, reviewed by Mrs. Suwimon Krithakiat CPA No. 2982 from the same company. Both
audits has been approved by the Securities and Exchange Commission (SEC). Without audited corporate
financial statement for 3Q2013, there is no financial analysis comparing two-year performance of the company
and its subsidiairies. For consolidated financial statement as of 3Q2014, the financial performances are as
follows:
Revenue
For January - September 2014, Nirvana and its subsidiaries generated total income of Baht 1,006.02 million.
It was mainly from the sale of land with buildings, and the land of Nirvana @ Work Kaset - Navamin for Baht 140.64
million, the Nirvana BEYOND Rama 9 for Baht 127.70 million, and the Nirvana Beyond 3 Kaset - Navamin phase 1
for Baht 91.77 million. For revenued on construction services in the period of January to September 2014, they were
generated from the home building contraction at Nirvana Beyond 3 Kaset - Navamin Phase 1 for Baht 142.88 million,
Nirvana BEYOND Rama 9 for Baht 68.96 million, and the Nirvana Icon Wongwean- Rama 9 for Baht 47.77 million.
Cost
For January - September 2014, total cost for Nirvana and its subsidiaries Baht 643.90 million or 64.00 per
cent of the proceeds from the sale of property. It was resulted from cost of property sales and cost of construction
service for 59.14 percent and 40.86 percent respectively.
Total operating expenses

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

For January - September 2014, Nirvana and its subsidiaries generated a net profit of Baht 172.18 million or
17.11 percent of total revenue.
51
Financial Analysis
(Unit : Baht)
As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %
Detail
Total assets
Current assets
Cash and cash equivalents 26,087,060 0.95% 13,214,129 0.48% 9,103,620 0.35%
Trade and other receivables 143,413,235 5.23% 112,636,926 4.13% 150,691,806 5.82%
Short-term loans 106,636,634 3.89% 61,940,047 2.27% 106,837,472 4.12%
Inventories 1,847,683,088 67.41% 1,561,214,969 57.21% 1,515,329,867 58.49%
Land for development 298,498,698 10.89% 298,498,698 10.94% 298,498,698 11.52%
Deposits for land 111,000,000 4.05% 111,000,000 4.07% - 0.00%
Value of the work completed but not yet charged. 117,733,059 4.30% 66,501,338 2.44% 2,112,748 0.08%
Total current assets 2,651,051,774 96.72% 2,225,006,106 81.54% 2,082,574,211 80.38%
Non-current assets
Deposits with financial institutions - with commitment. 644,180 0.02% - 0.00% - 0.00%
Investments in subsidiaries - 0.00% 439,998,900 16.12% 439,998,900 16.98%
Property, plant and equipment 67,585,938 2.47% 56,379,208 2.07% 59,856,475 2.31%
Other intangible assets 4,594,172 0.17% 4,594,172 0.17% 5,478,281 0.21%
Deferred tax assets 8,443,143 0.31% 2,008,608 0.07% 2,247,175 0.09%
Prepaid rent 3,066,667 0.11% - 0.00% - 0.00%
Other assets 5,495,258 0.20% 715,362 0.03% 715,362 0.03%
Total non-current assets 89,829,358 3.28% 503,696,250 18.46% 508,296,193 19.62%
Total assets 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%
52
As of Sep 30, 2014 % As of Sep 30, 2014 % 2013 %

Detail
Total liabilities
Total current liabilities
Bank overdrafts and short-term loans from financial institutions. 33,179,370 1.21% 29,890,251 1.10% 21,563,532 0.83%
Trade and other payables 215,922,366 7.88% 199,608,610 7.32% 165,569,652 6.39%
Of long-term debt due within one year. 386,494,397 14.10% 385,375,886 14.12% 584,635,071 22.57%
Short-term loans 367,145,501 13.40% 535,833,589 19.64% 293,028,200 11.31%
Tax liabilities 33,562,512 1.22% 29,157,940 1.07% 1,821,688 0.07%
Provision for warranties 10,065,552 0.37% 4,462,560 0.16% 6,211,842 0.24%
Creditors Retention 33,526,498 1.22% 14,473,924 0.53% 14,565,110 0.56%
Deferred income under the construction contract. 30,808,165 1.12% 18,686,096 0.68% 134,913,760 5.21%
Advance purchase contract to sell. 56,099,069 2.05% 51,840,316 1.90% 82,431,701 3.18%
Total current liabilities 1,166,803,430 42.57% 1,269,329,171 46.52% 1,304,740,557 50.36%
Finance lease liabilities 5,721,030 0.21% 4,787,456 0.18% 8,526,189 0.33%
Long-term loans 639,027,503 23.31% 579,850,646 21.25% 515,632,063 19.90%
Employee benefit obligations 5,056,969 0.18% 5,056,969 0.19% 4,091,876 0.16%
Total non-current liabilities 649,805,502 23.71% 589,695,071 21.61% 528,250,128 20.39%
Total liabilities 1,816,608,932 66.28% 1,859,024,242 68.13% 1,832,990,685 70.75%
Registered capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%
Paid-Up capital 715,684,900 26.11% 715,684,900 26.23% 715,684,900 27.62%
Accumulated profit (loss)
Appropriated - statutory reserve 2,392,570 0.09% 2,392,570 0.09% 350,000 0.01%
Unappropriated 206,193,623 7.52% 151,600,645 5.56% 41,844,820 1.62%
Non-controlling interests 1,107 0.00% - 0.00% - 0.00%
Total shareholders' equity 924,272,200 33.72% 869,678,115 31.87% 757,879,720 29.25%
Total liabilities and shareholders' equity 2,740,881,132 100.00% 2,728,702,357 100.00% 2,590,870,405 100.00%
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Total Assets
According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014,
Nirvana had total assets of Baht 2,590.87 million and Baht 2,728.70 million respectively, which increased by Baht
137.83 million or 5.32 percent. The main changes result on higher value of the work completed but not yet charged,
and deposits for land (Rama 2 and Pattaya project), and so on.
As of September 30, 2014, most assets for Nirvana group were inventories and land for development. The
major inventory were for the Nirvana @ Work Kaset Nawamin, the Nirvana Beyond 5 Suanluang Rama. 9, the
Nirvana Beyond 3 Kaset - Navamin Phase 1, the Nirvana Cover Onnut, River condominium, the Nirvana Beyond 3
Kaset - Navamin Phase 2. Most of lands for development were the land for future development on River
condominium projects valued Baht 281 million, and the rest is land servitude for projects carried out in the present.
As of September 30, 2014, the Company's trade accounts receivable and other receivables valued Baht
143.41 million. consisting of Baht 53.06 million on trade receivables,which were mainly customers down payment
arrears to the company, and other receivables of Baht 90.35 million, which relate to debtors for construction contract.
Total liabilities
According to a corporate finanacial balance sheet as of September 30, 2014, Nirvana had total liabilities of
Baht 2,590.87 million, which increased by Baht 26.03 million or 1.42 percent. The main changes result on higher
short-term loans from Baht 293.03 million to Baht 535.83 million or increased by Baht 242.81 million.
As of September 30, 2014, Nirvana and its subsidiaries had total liabilities for Baht 1,816.61 million. The
main liabilities were long-term loans from financial institutions, and short-term loans for Baht 639.02 million and
Baht 367.14 million respectively.
According to the notes to the financial statements as of September 30, 2014, Nirvana had outstanding
liability that may arise from five financial institutions related guarantee the infrastructure and guarantee portfolio for
Baht 16.92 million. The guarantee is secured by the mortgage. land and projects under construction, ownership of the
company and its subsidiaries including personal guaranteed by the Board and its subsidiaries.In addition, Nirvana
processed to two legal eviction, infringement, and claim from a person and two more corporates on the land
encroachment worth Baht 4.72 million. Another legal case is related to claim on the issue of continuous construction
projects worth Baht 29.84 million, which the firm has been counterclaimed related to the same case for Baht 1.37
million. At present, all cases are under compromise and witnesses appearance procedure.The Company has not
recorded damages that may arise from such cases in their accounts.
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Shareholders Equity
According to a corporate finanacial balance sheet as of December 31, 2013 and September 30, 2014, total
shareholders equity were Baht 757.88 million and Baht 869.67 million respectively, which increased from
accumulated retained earning by Baht 111.80 million
As of Septerber 30, 2014, Nirvana group has shareholders equity at Baht 924.27 million. There was due to
higher accumulated retained earning by Baht 206.19 million.
55
Part 4: Investment Justification
4.1 Investment Objective
At present Singha Estates Public Company Limited (S or Company) operates its business on the real
estate development and projects, mainly on the large investment of early development, which will require a period of
time for generating the revenue. As result, the company applied new investment strategy through merger and
acquisition of strong property development company with good business performance and future potential expansion.
And Nirvana is the selected opportunity. Nirvana is a property development established in the business since 2005
with professional and expertise management who work in the property industry more than then years, which the firm
has high growth opportunity in the industry upon financial support. With Singha Estate strong finanical support and
business development plan especially for residential property, the company plans to co-invest in Nirvana with 51
percent of registerd capital for enhance the business competitiveness and increase customers satisfaction according
to their various requests.
4.2 Advantages and Disadvantages of the transaction

Advantages
1) The Companys investment in Nirvana on 51 percent of registered capital is treated as a joint venture
with a group of current shareholders. The current shareholder group and executives are still the part of
business management. And through mutual interest and benefits, all parties have to cooperate and assist
in the management for the best.
2) The Company's investment will strengthen the confidence all related parties toward the business, which
includes customers and Business partners especially for the financial supportor. It could ease the soure
of funds with lower cost of capital, which enhance the competitive advantage.
3) The Companys investemnet will expand the property development business under Singha group to
cover hotel, condominiums, and single houses.
4) The Companys investment will result of faster and stronger revenue and Return for the group, which is
better than of the scratch development project
5) Acquire high qualified management with experience in the property business for more than ten years
would result of more effective management
6) The investment will be as a risk diversification for the group given more property category to serve
various group of customers demand
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7) The investment payment will be in term of the issued new ordinary share capital of the company toward
the sellers of Nirvana shares. The Company has no liability burden to source a cash of Baht 1,772
million. In addition, the issued new ordinary share capital is the prompt procedure without increasing
debt to equity ratio in borrowing from financial institutions.
8) Nirvana has many potential developing and future projects with good location and return opportunity
for the Company in future
Disadvantages
1) It is potential investment that cost the return over the Company own developed project
2) The holding of 5 1 percent shareholdings may be a barrier to effectively manage because some legal
actions on some important issues, such as the capital increase must be approved by a meeting of
shareholders by the affirmative vote of not less than three-forth of the votes at the meeting
3) The issuance of Singha shares to pay in return for the sale of 1 8 6 ,5 0 9 ,7 9 2 Nirvana shares will be
affected, causing a decrease in the proportion of shares held (Control Dilution) at 3.81 percent, but no
impact on price (Price Dilution) because the public offering price at 9.50 baht per share is the market
price (price-weighted average of the Company's shares in the stock market over the past seven days
prior to the meeting of the Board of Directors. "February 27, 2014 ", which was 9.5 baht per share)
4.3 Advantages and Disadvantages of no transaction

Advantages
1) The Company has no investment liabilities
2) Does not affect the proportion of shares held by current shareholders of the Company from issue new
shares to be paid toward Nirvana share sellers
3) the Company can allocate funds to invest in other projects that may give better returns than investing
over investing toward Nirvana share
Disadvantages
1) Loss of Opportunity to enhance business competitiveness in property industry
2) Loss of Opportunity to invest into high potential growth for business expansion
3) Loss of Opportunity for expansion the business covering all property markets
4) Developing own property project is potentially cause longer time and higher investment
5) Loss of Opportunity for enhance the Company revenue and return promptly
6) Loss of Opportunity for investment with high experience management in property business over ten
years
7) The potential that other similar investments could result of less ownership with higher investment cost
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After considering the investment objectives and advantages/disadvantages, IFA opine that the company
intends to invest in Nirvana is reasonable and has more advantages over disadvantages. Both parties will have mutual
benefits for such investment. For Singha Eastate, it can expand its property development on residential real estate to
serve more customers demand in different markets. The Company also acquire the strong competitive advantage
through Nirvanas past ten-year performance, and the projects under development and future development, which are
full of business opportunity for good return.
In addition, the company can recognize faster revenue in investment on Nirvana than of own scratch
developing project. It benefits the company to have prompt return on the investment as well.
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Part 5 : Stock Valuation
SCMB as Independent Financial Advisor (IFA) peroforms a stock valuation of Singha Estate Public
Company Limited (Singha) and Nirvana Development Co., Ltd (Nirvana) using both corporate information
including interviews with the management and staffs, the information disclosed to the public such as financial
statements audited by the auditors, the financial statements of the Company Financial Information and its public
disclosures. The valuation is based on the assumption that such important documents are complete, true, and accurate.
In addition, it is conducted based on the current business situation, which any significant changes toward the company
and business are potentially affected the business performance, financial projection and stock valuation accordingly.
IFA has conducted the stock valuation for boht Singh Estate Public Company Limited and Nirvana
Development Co., Ltd as using six appropriate methods as follows:
Book Value Approach

Adjusted Book Value Approach
Market Price Approach
Price-to-Book Value Ratio Approach
Price-to-Earnings Ratio Approach
Discounted Cash Flow Approach
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5.1 Singha Estate Public Compnay Limited
5.1.1 Book Value Approach
The valuation is derived from the book value of net assets. (Total assets minus total liabilities), or the
shareholders' equity, divided by the number of shares. It results as a book value. For this valuation, it is upon the
audited consolidated financial statement of the Company as of December 31, 2014. The financial statement were
audited by Mr Anuyard Khingmontri CPA No. 3 9 7 7 from PriceWaterhouseCoopers ABS Co., Ltd, who has been
approved by the Securities and Exchange Commission (SEC). The details are as follows:
(Unit : Baht)
Financial Statement As of Dec 31, 2014
Total Assets 9,721,746,211.00
Less: Total Liabilities (4,170,496,898.00)
Total Shareholders Equity 5,551,249,313.00
Par Value/ Share (Baht) 1.00
Issued and paid-up share capital (Share) 4,712,350,732
Net Book Value (Baht/Share) 1.18
Accroding to a stock valuation using book value method, the company price as of December 31, 2014 was
Baht 1.18 per share.
This valuation method is appropriately reflected the stock value under the financial performance as of
December 31, 2014 only. The analysis may not calculate the true value because some assets, liabilities, and
shareholders equity are not yet adjusted to the current value, which potentially move up or down. Additional
drawback for this valuation is not applying the potential value of business in future.
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5.1.2 Adjusted Book Value Approach
The stock valuation is using adjusted book value for all accounting items impacted toward assets and liabilities upon the financial statement as of December 31, 2014. Its
purpose is to realize the current corporate value as much as possible. IFA has an opinon to adjust all non-current assets under inventory including land, buildings, and equipments,
property and land for sales according to the Independent Appraisal Advisor (IAA). The appraisals have been conducted by 15 Consulting Co., Ltd., Grand Access Advisory Co.,
Ltd., and American Appraisal Co., Ltd, which are listed as appraisal company in the Stock Exchange of Thailand (SET) and approved by the Securities and Exchange
Commission (SEC).
The stock price using the adusted book value approach can summarize as follows:
Project Detail Status Book Value Appraisal Appraisal Appraisers Appraisal Applied Variance on
Asset value by value by Date Valuation by Appraisal
Market Residual Residual Value and
Approach Method Method Book Value
As of As of
(Unit: Baht Million) Dec 31, 2014 Dec 31, 2014
Group A : Present Projects
1 S INTRO Condominium Operating 27.98 52.88 - 15 Consulting Aug 28, 2014 52.88 24.90
Project Co., Ltd ***
2 S RASA MaxxVille Project Operating 67.49 37.15 47.75 15 Consulting Sep 1, 2014 47.75 (19.74)
Co., Ltd ***
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As of As of
3 S The Lighthouse Project Operating 182.75 - 182.60 15 Consulting Aug 28, 2014 182.60 (0.15)
Co., Ltd
4 S Santiburi Beach Resort Operating 764.41 1,868.00 2,778.00 15 Consulting Dec 15, 2014 2,778.00 2,013.59
Golf and Spa Hotal Co., Ltd
5 SPP Phi Phi Island Village Operating 2,329.28 2,245.00 3,132.00 American Oct 15, 2014 3,132.00 802.72
Beach Resort and Spa Appraisal Co.,
Ltd
6 S Asoke Condominium Under 272.56 1,009.85 - Grand Access Feb 5, 2015 1,009.85 737.29
Project ** development Advisory Co.,
Ltd.
3,644.47 5,212.88 6,140.35 7,203.08 3,558.61
Group B : Property for investment
7 S Unused land @ Ramintra - 547.20 547.20 620.00 15 Consulting Dec 3, 2014 620.00 72.80
(area 13-2-72.1 rai) Co., Ltd
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As of As of
8 S Unused land @ Nonthaburi - 394.86 394.86 - Grand Access Feb 4, 2015 394.86 0.00
Bangrakyai (area 4-1-94.8 Advisory Co.,
rai) Ltd
9 MAX Unused land @ - 1,104.76 1,282.00 1,252.00 15 Consulting Dec 15, 2014 1,252.00 147.24
Praditmanutham Co., Ltd
(area 30-2-10 rai)
10 SPD Unused land @ Asoke - 2,635.78 3,845.00 3,915.00 15 Consulting Dec 8, 2014 3,915.00 1,279.22
conner area Co., Ltd
(area 11-1-24 rai)
4,682.60 6,069.06 5,787.00 6,181.86 1,499.26
Group C : Land for sale
11 S Unused land @ - 39.60 39.50 - 15 Consulting Dec 3, 2014 39.50 (0.10)
Watcharapol Co., Ltd
(area 1-2-9.2 rai)
39.60 39.50 - 39.50 (0.10)
Total current project values 14,165.17 11,321.44 11,927.35 13,424.44 5,057.77
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Remak:: * If there are appraisal for both Market Approach and Residual Method, the selected method will be Residual Method because it considers the asset potential to
develop for future sales.
** Asoke Condominium project valued of Baht 272.56 million can be divided into the booked value as of December 31, 2014, and the portion payment for land in
the contract for Baht 112.56 million and Baht 160 million respectively.
*** Although the appraisal report dated August 28, 2014 and Septermber 1, 2014 have been aging over six months when IFA used them for valuation, IFA views
them as appropriate report for the valuation because the over-aging period is within 30 days, and should not have a significant impact to the stock valuation.
64
The adjusted book value method as of December 31, 2014 is shown as follows:
(Unit: Baht)
Financial Statement As of Dec 31, 2014
Shareholders equity 5,551,249,313.00
Adjustments upon appraisal valuation 5,057,772,893.83
Adjusted Shareholders equity 10,609,022,206.83
Par value per share (Baht) 1.00
Number of issued and paid-up shares (shares) 4,712,350,732
Adjusted share price (Baht / share) 2.25
After using the Adjusted book value approach for a stock valuation, the stock valuation as of December
31, 2014 was Baht 2.25 per share.
5.1.3 Market Price Approach
The valuation applied the weighted average market price trading of the Company on the Stock Exchange of
Thailand (SET). The applied period are by the weighted average market value over the last 30 days, 60 days, 90 days,
120 days, 180 days, and 360 days after February 27, 2015 (the Board of Directors meeting to approve the investment
in shares of Nirvana Development Co., Ltd.). The valuations are as follows:
Retroactive Closing Average trading per day Market Value

Period price Shares Baht
30 days 9.75 18,879,432 188,187,103.70 45,945,419,637.00
60 days 9.67 19,601,419 198,133,602.02 45,584,139,414.21
90 days 9.94 25,926,702 266,495,705.39 46,851,238,166.60
120 days 9.69 24,640,863 249,444,305.97 41,658,377,953.96
180 days 8.62 20,088,340 189,649,950.59 28,957,651,300.80
360 days 5.25 14,812,059 107,617,282.34 14,995,854,702.81
The valuation using a market price approach (weight average market price) for 30-120 day period results of
price range between Baht 5.25 and Baht 9.94 per share. After further consideration with the acquisition period on
Rasa Property Development Public Company Limited (Previous corporate name) in September 2014, the weight
average market price for 30-180 day period is between Baht 8.62 and Baht 9.94 per share.
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Through all considerations for above period, the average trading on the corporate stock (1-6 months ago)
was between Baht 19 million and Baht 26 million per day or between 0.40 percent and 0.55 percent of total number of
share sold. It indicated a low trading turnover ratio. The market price is generally drived by market mechanism of
investors supply and demand toward the company stock, which can reflect the stock value at that time. The market
price is also implied the stock fundamentals, and the needs of investors on the company's future growth potential at
the certain level. Due to low trading volume, the historical market price of the company shares may not present the
true value of the stock price.
5.1.4 Price to Book Value Approach ; P/BV Ratio
Valuation with price to book value ratio (Price to Book Value Approach - P / BV) is a valuation using the
book value. (book value as of December 3 1, 2014 before adjusted, which was Baht 1.18 per share) by the average
ratio of price to book value (P / BV Ratio) of the referring listed company. It is based on the average P / BV of
companies listed on the Stock Exchange of Thailand (SET) within the businesses and the similar size of the assets
against the company. According to SET, there are eight property development (considering the asset size of not more
than Baht 2 0 ,0 0 0 million to have reasonable number of corporate reference), which are Areeya Property Public
Company Limited ("A"), Ananda Development Public Company Limited ("ANAN"), Grand Canal Land Public
Company Limited ("GLAND"), L.P.N. Development Public Company Limited ("LPN"), PACE Development
Corporation Public Company Limited ("PACE"), Raimon Land Public Company Limited ("RML"), Major
Development Public Company Limited ("MJD") and Noble Development Public Company Limited ("NOBLE"). The
applied average P / BV is based on different times (for the past 30 days, 60 days, 90 days, 180 days and 360 days)
starting from February 27, 2015 (the Board of Directors meeting to approve the investment in the shares of Nirvana
Development Co., Ltd.). The results are as follows:
P/BV
Period
A ANAN GLAND LPN PACE RML MJD NOBLE Mean
30-working day average 1.88 2.02 2.51 3.10 3.12 2.10 1.16 1.20 2.14
Remark:: Source from www.setsmart.com
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Average P/BV on Share Valuation

Period
benchmarked companies (Baht/ share)
30-working day average 2.14 2.52
According to the stock valuation using Price to Book Value Approach (book value is Baht 1.18 per share),
the corporate stock price should be between Baht 2.24 and Baht 2.52 per share. However, the valuation method
using Price to Book Value approach may not be appropriated because the applied book value are not the true value
at the point of analysis. It may result in a discrepancy price determined by the book value and liquidity of the stock.
As result, the reference price determined by this method may not reflect the reasonable stock price.
5.1.5 Price to Earnings Approach ; P/E Ratio
Valuation with price-earnings ratio (Price to Earnings Approach; P / E Ratio) is the stock valuation
determined by the net profit per share of the company before multiplied by the average price to earnings ratio (P / E)
of the reference market price of listed company who operate the similar business and asset to Singha. The referring
price was selected from the listed company operating in the property industry, which consider the performance or the
profitabilitiy of the Company during the valuation period. However, IFA cannot value the stock price using this
approach due to the net loss of financial statements year ended 2013
5.1.6 Discounted Cash Flow Model Approach
Valuation based on the present value of cash flows (Discounted Cash Flow Approach) is to calculate the
stock price using a weighted average cost of capital (WACC) as discount rate for finding the present value of a 5-year
free cash flow of the company. The key assumption for the financial projections are as follows:
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Discounted Cash Flow Approach is the business valuation through the total value of each business (Sum of
the parts) by assessing the value of the Company using the present value of cash flows to calculate the sum below:
1) The present value of the net cash flows from the five developing project including the INTRO
Condominium project, Rasa Max Ville project, The Lighthouse project, Santiburi Beach Resosrt and
Spa, and Phi Phi Island Village Beach Resort
2) The present value of the net cash flows from Asoke condomimiums
3) The present value of five lands with detail below
Land at Ramintra with area of 13-2-72.1 Rai
Land at Nonthaburi Bangrakyai with area of 4-1-94.8 Rai
Land at Watcharapol with area of 1-2-9.2 Rai
Land at Praditmanutham with area of 30-2-10 Rai
Land at Asoke (corner area) with area of 11-1-24 Rai
The financial projections have been prepared for the purpose of valuation based on assumptions according to
the financial statements as of December 31, 2014, and information from the discussion with management. Current
assumptions used in the projection period were in accordance with the present business environment regardless of the
change on economic conditions, and other external factors that may affect the corporate operation, and significant
corporate change. If there are any changes, it potentially affects the stock valuation.
The net discounted cash flows for each project have been summarized as follows:
Intro Condominium Project
As of December 31, 2014, most of the units have been already sold to customers while the rest of eleven
units awaiting for an ownership transfer, which expected to complete by 1Q2015. However, the transfer
completion are based on the customers acknowledgement, and a loan from the bank to support the
customers. IFA values Intro condominium project using the estimated cash flow from operations. The key
assumptions are as follows:
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Detail Financial Assumptions
Sales revenue on condominium Sales revenue on 11 condominium unit with Baht 4.48 million
average price. It is actual sales upon corporate information and
project price list.
Project cost Project has been complete
Operating Expenses Transfering cost and specific business tax is 4.3 percent on sales
revenue, which is closed to the actual expenses
Corporate Income Tax Corporate income tax rate is 20 percent; Given accumulated net
loss, estimated no tax liabilities in 2015
Amount
Cash flow Projection
(Baht million)
Sales revenue on condominium 49.32
minus Operating expenses (2.12)
minus Corporate income tax -
Cash flow from operating activities 47.20
Net present project value 43.01
Rasa Maxx Ville Project

As of December 31, 2014, most of the units have been already sold to customers while the rest is 25 units.
The company expected that all units will be completely transferred to the customers by 1Q2015. However,
the transfer completion are based on the customers acknowledgement, and a loan from the bank to support
the customers. IFA values Rasa Max Ville project using the estimated cash flow from operations. The key
Profit/Loss projection Financial Assumptions
Sales revenue Sales revenue on 25-house unit with Baht 2.48 million average
price. It is actual sales upon corporate information and project
price list.
Project cost Project has been complete
69
Operating Expenses Transfering cost and specific business tax is 4.3 percent on sales
revenue while marketing expenses and promotionis is 0.87
percent on sales revenue. All values are closed to the actual
expenses
Corporate Income Tax Corporate income tax rate is 20 percent; Given accumulated net
loss, estimated no tax liabilities in 2015
Amount
Cash flow Projection
(Baht million)
Sales revenue on condominium 61.97
minus Operating expenses (2.66)
minus Marketing expenses and promotions (0.53)
minus Corporate income tax -
Cash flow from operating activities 58.77
Net present project value 53.55
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The Lighthouse Project

The project is the rental plaza located in The Lighthouse Condominium on area of 5,861.45 square meters,
which allocate for rent about 3,491.83 square meters or 26 units. As of December 31, 2014, 80% of rental
area has been occupied. IFA values the project using the estimated cash flow from operations. The key
(1) Financial Assumptions

Financial assumptions have been set based on financial projection presented by the project
management.
Financial Assumptions 2015 2016 2017 2018 2019 2020
(Unit : Baht million)
Rental revenue
- Total rental areas (square meters) 3,491.8 3,491.8 3,491.8 3,491.8 3,491.8 3,491.8
3 3 3 3 3 3
- Occupancy Rate * 75.00% 98.00% 98.00% 98.00% 98.00% 98.00%
- Average rental and service fee (Baht/sq.m) 340.75 556.00 582.24 609.73 638.53 668.70
- % Growth Rate 63.17% 4.72% 4.72% 4.72% 4.73%
Utilities revenue
- Utilities revenue (Baht million/ year) 2.50 2.75 2.89 3.03 3.18 3.34
- % Growth Rate 0.00% 10.00% 5.00% 5.00% 5.00% 5.00%
Car park revenue
- Car park revenue (Baht million/ year) 0.20 0.20 0.21 0.21 0.21 0.21
- % Growth Rate 0.00% 0.00% 3.00% 0.00% 0.00% 3.00%
Marketing expenses (% on total revenues) 4.00% 4.00% 4.00% 4.00% 4.00% 4.00%
Commission (Baht million) 0.50 - - - - -
Utility expenses
- Utility expenses (Baht million/ year) 6.60 7.26 7.55 7.85 8.17 8.49
- % Growth Rate 0.00% 10.00% 4.00% 4.00% 4.00% 4.00%
Other expenses
- Other expenses (Baht million/ year) 3.60 3.74 3.89 4.05 4.21 4.38
- % Growth Rate 0.00% 4.00% 4.00% 4.00% 4.00% 4.00%
Property tax (% on total revenues) 12.50% 12.50% 12.50% 12.50% 12.50% 12.50%
Building/place maintenance expenses 50.00 - - - - -
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Remark : * 80% of total rental area occupied

In 2015, the company has a business plan to renovate the rental area with the budget of Baht 50 million,
which result of higher rental fee
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(2) Cash Flow Projection

According to above financial assumption, the cash flow summary is below:
Cash Flow Projection 2015 2016 2017 2018 2019 2020

Cash flow from operating activities 1.29 9.95 10.49 11.05 11.64 12.26
Land, plant and equipment (50.00) - - - - -
Free Cash Flow (48.71) 9.5 10.49 11.05 11.64 12.26
(3) Present Value and Terminal Value

According to above financial assumption, it can calculate for the present value of discounted cash flow
and the stock valuation as follows:
Amount
The Lighthouse Project Present Value
(Baht million)
Weight Average Cost of Capital (WACC) detail in appendix 3 9.74%
Total net present cash flow value between 2015 and 2019 (13.27)
Terminal Value * 114.25
Total net present cash flow 100.98
Value
Terminal Value
(Baht million)
Free Cash Flow in 2020 12.26
WACC 9.74%
Growth Rate 3.00%
Terminal Value2562 = FCF2563 / (WACC - Growth Rate) 181.85
NPV Terminal Value @ WACC 114.25
Remark : *Assumption on 3% growth rate following the inflation rate
Through projected cash flow and terminal value from above assumptions using weight average cost of
capital (WACC), the net present cash flow is Baht 100.98 million.
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Santiburi Beach Resort and Spa

Santiburi Beach Resort and Spa operates the 5-star hotel business, which located at Samui with the area of
56-3-93.7 rai. The hotel has total 71 units with additional 8 units under construction; planned to complete by
April 2015. The hotel plans to build more ten rooms by the year ended 2015. The hotel is full of amenities
with six style restaurants and other services. IFA values the project using the estimated cash flow from
operations. The key assumptions are as follows:
(1) Financial Assumption

Financial assumptions are generally based on historical data, and projections prepared by the
Company's management. IFA has considered the possibility of assumptions according to the source of
information received from the Company as well as from interviews of the Company's management, and
other analysis related to business opeations.

Revenue by department
Accommodation revenue
- Room for sales (room) * 79 89 89 89 89 89
- Room for sales (room per year) 28,115 32,574 32,485 32,485 32,485 32,485
- Occupancy Rate % 80.00 80.00 80.00 80.00 80.00 80.00
% % % % % %
- Occupied room (per year) 22,492 26,059 25,988 25,988 25,988 25,988
- Room price (average/room/night) 12,537 13,791 15,170 16,687 18,355 20,191
- % Growth Rate on roomprice 13.33 10.00 10.00 10.00 10.00 10.00
% % % % % %
Food and beverage revenues (% on 30.95 30.00 30.00 30.00 30.00 30.00
accommodation revenue) % % % % % %
Phone service revenue (Baht million/year) 0.05 0.06 0.06 0.06 0.07 0.07
- % Growth Rate 0.00% 10.00 5.00% 5.00% 5.00% 5.00%
%
Laundry revenue (% on accommodation revenue) 0.48% 0.50% 0.50% 0.50% 0.50% 0.50%
74

Spa service revenue (% on accommodation 4.60% 4.50% 4.50% 4.50% 4.50% 4.50%
revenue)
Santiburi Boutique service revenue (Baht million/ 1.50 1.58 1.65 1.74 1.82 1.92
year)
- % Growth Rate 14.41% 5.00% 5.00% 5.00% 5.00% 5.00%
Rental and other revenues (Baht million/ year) 1.74 1.82 1.91 2.01 2.11 2.22
- % Growth Rate 18.26% 5.00% 5.00% 5.00% 5.00% 5.00%
Transportation revenue (Baht million/ year) 2.85 2.99 3.14 3.30 3.47 3.64
- % Growth Rate 28.52% 5.00% 5.00% 5.00% 5.00% 5.00%
Cost by department
Accommodation 4.44% 4.50% 4.50% 4.50% 4.50% 4.50%
Food and beverage (% on accommodation 35.97% 36.50% 36.50% 36.50% 36.50% 36.50%
revenue)
Phone service (% on phone service revenue) 19.64% 19.50% 19.50% 19.50% 19.50% 19.50%
Spa (% on spa revenue) 14.74% 15.00% 15.00% 15.00% 15.00% 15.00%
Santiburi Boutique (% on Santiburi Boutique 23.26% 23.00% 23.00% 23.00% 23.00% 23.00%
revenue)
Laundry and Valet 77.84% 78.00% 78.00% 78.00% 78.00% 78.00%
Guest Activities (Baht million/ year) 0.97 1.01 1.07 1.12 1.17 1.23
- % Growth Rate 3.65% 5.00% 5.00% 5.00% 5.00% 5.00%
Transportation 44.67% 44.00% 44.00% 44.00% 44.00% 44.00%
Salaries and employee expenses (Baht million/ 50.14 52.65 55.28 58.05 60.95 64.00
year)
- % Growth Rate 22.14% 5.00% 5.00% 5.00% 5.00% 5.00%
Selling and administration expenses

Salaries and related expenses (Baht million/ year) 36.22 38.03 39.93 41.92 44.02 46.22
75

- % Growth Rate 5.91% 5.00% 5.00% 5.00% 5.00% 5.00%
Other expenses (Baht million/ year) 48.93 51.38 53.94 56.64 59.47 62.45
- % Growth Rate 22.47% 5.00% 5.00% 5.00% 5.00% 5.00%
Building insurance expenses (Baht million/ year) 1.80 1.89 1.98 2.08 2.19 2.30
- % Growth Rate 50.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Property tax (% on total revenue) 0.43% 0.50% 0.50% 0.50% 0.50% 0.50%
Local tax (% on total revenue) 0.33% 0.50% 0.50% 0.50% 0.50% 0.50%
Other expenses (Baht million / year) 0.48 - - - - -
Depreciation (Baht million/ year) 48.20 52.00 52.00 52.00 52.00 52.00
Interest expenses 8.49% 8.49% 8.49% 8.49% 8.49% 8.49%
Corporate income tax 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%
Remark: * At present, the hotel has 71 rooms. However, it will open more eight units and ten units
by May 2015 and 2016. Total room number will be 89 rooms by 2016.
Followed the projection, 80% usage has been applied based on actual usage at 78.19% in 2014
Applied room rate is based on average actual rate in 2014 with the estimated 10% growth rate
each year
76
Food and Beverage revenue

According to historical data, the revenue is about 31.01% 33.15% on total accommodation
revenue. Therefore, the financial projection is applied at the similar rate of 30 percent on total
accommodation revenue.
Cost projection was applied the actual figures in 2014
Asset Turnover and Current liabilities Turnover
Average Collection Period 21 days
Avergae Inventory 30 days
Average Payment Period 30 days
Capital Expenditures
The company planned to renovate the whole hotel, and started its action since 2014. Although
the renovation is complete, there was a capital payable toward building contracts for Baht
201.27 million, which estimate to be completely paid by 2015
The company plans to build more ten hotel room with cost Baht 63 million, which will start by
year ended 2015 and complete for service by early 2016
Equipment and tools including for decoration cost between Baht 7.79 million and Baht 14.32
million, which accounted for 2 percent of total revenue
(2) Cash Flow Projection

According to above financial assumptions, the conclusion of cash flow projection are as follows:
Cash flow projection 2015 2016 2017 2018 2019 2020

Net Profit (Loss) 104.93 166.42 194.11 226.42 263.12 303.84
plus Depreciation 48.20 52.00 52.00 52.00 52.00 52.00
plus Interest expenses 20.80 20.67 19.87 18.30 15.49 12.34
Change on Working capital (22.42) (28.28) (31.01) (34.09) (37.48) (41.21)
Land, plant and equipment (272.06) (9.83) (10.78) (11.85) (13.03) (14.32)
Cash flow from investing activities (272.06) (9.83) (10.78) (11.85) (13.03) (14.32)
Free cash flow (120.55) 200.97 224.19 250.78 280.10 312.65
77
(3) Present value and Terminal Value

According to above financial assumption, it could calculate the present value of cash flow and the stock
price through discounted cash flow approach as follows:
Amount
Santiburi Beach Resort and Spa Hotel Present Value
(Baht million)
Total net present cash flow value between 2015 and 2019 575.51
Terminal Value * 2,913.18
Total net present cash flow 3,488.69
Value
Terminal Value
(Baht million)
WACC 9.74%
Growth Rate 3.00%
Terminal Value2562 = FCF2563 / (WACC - Growth Rate) 4,637.05
NPV of Terminal Value @ WACC 2,913.18
Remark : * Assumption for 3% growth rate following the estimated inflation
capital (WACC), the net present cash flow is Baht 3,488.69 million
78
Phi Phi Island Village Beach Resort

The company plans to increae the number of room by 80 units in 2015, and have further plan for a hotel
renovation between 2016 and 2017. IFA values the project using the estimated cash flow from operations. The key
information received from the Company as well as from interviews of the Company's management, and
other analysis related to business opeations.

Revenue
Accommodation Revenue
- Room for sales (room) * 156 236 236 236 236 236
- Room for sales (room per year) 56,940 86,376 86,140 86,140 86,140 86,376
- Occupied Room (room/ year) 47,260 69,101 68,912 71,496 71,496 71,692
- % Occupancy Rate 83.00% 80.00% 80.00% 83.00% 83.00% 83.00%
- Room price (average/room/night) 5,408 5,678 5,962 6,260 6,573 6,902
% Growth Rate 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Food and beverage revenue (% on total 26.23% 26.23% 26.23% 26.23% 26.23% 26.23%
revenue)
Revenue from other departments (% on 20.54% 20.54% 20.54% 20.54% 20.54% 20.54%
total revenue)
Rental and other revenues (% on total 0.86% 0.86% 0.86% 0.86% 0.86% 0.86%
revenue)
Cost
Operating expenses
- Accommodation (% on total 13.63% 13.63% 13.63% 13.63% 13.63% 13.63%
accommodation revenue)
- Food and beverage (% on F&B 54.70% 54.70% 54.70% 54.70% 54.70% 54.70%
revenue )
79

- Cost on other departments (% on other 69.22% 69.22% 69.22% 69.22% 69.22% 69.22%
department revenues)
- Rental and other expenses (% on the 19.03% 19.03% 19.03% 19.03% 19.03% 19.03%
rental and other revenues)
Utility expenses (Baht million / year) 12.29 12.66 13.04 13.43 13.83 14.25
- Growth Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
Depreciation (Baht million/ year) 56.08 60.21 64.39 65.67 67.01 56.91
Selling and admintration expenses

Selling expenses (% on total revenue) 2.00% 1.34% 1.32% 1.25% 1.22% 1.20%
Adminstration expenses
- General administration expenses (Baht 38.79 39.96 41.16 42.39 43.66 44.97
million/ year)
- % Growth Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
- Hotel management expenses (% on 3.00% 4.00% 5.00% 5.00% 5.00% 5.00%
total revenue)
- Other fix costs
Rental expenses (Baht million/ 1.20 1.26 1.32 1.39 1.46 1.53
- year)
- % Growth Rate 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
- Property tax and other taxes (% on 0.08% 0.08% 0.08% 0.08% 0.08% 0.08%
total revenues)
- Insurance expenses (Baht million / 2.37 2.44 2.51 2.59 2.67 2.75
year)
- % Growth Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
- Other expenses (Baht million/ year) 0.28 0.28 0.29 0.30 0.31 0.32
- % Growth Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
- Maintenance expenses (Baht million/ 36.94 38.04 39.19 40.36 41.57 42.82
year)
- % Growth Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
Interest expenses (% per year) 4.35% 4.35% 4.35% 4.75% 4.75% 4.75%
Corporate income tax 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%
80
The projection applies the room usage between 80% and 83% based on actual historical record
between 2012 and 2014, which the room usage was between 78.64% and 84.18%
Room rate is also referred the actual rate in 2014 for Baht 5,150 per room/night with 5%
growth rate
Food and beverage revenue is about 26.23 percent on accommodation revenue, which refers to the
actual figures at 25.11% -27.23% in 2012-2014
Cost is estimated at the similar figures as 2014
Capital expenditures
The company has planned to build 80 more room with the estimated cost for Baht 200 million,
which will start the construction in 2015 and plan to complete by 2016
The company also has a renovation plan on the whole hotel in 2016 and 2017 with the
estimated cost for Baht 60.06 million including hotel surrounding and accommodations. The
renovation should start during low seaon that has no impact to the customers.
Investment on equipment, tools, and other decoration cost between Baht 22.47 million and
Baht 28.34 million with account as 2% on total accommodation revenue. The cost will apply
since 2016
(2) Cash Flow projection

81
Cash flow projection 2015 2016 2017 2018 2019 2020

Net Profit (Loss) 40.92 153.53 156.25 180.76 201.54 234.50
plus Depreciation 56.08 60.21 64.39 65.67 67.01 56.91
plus Interest expenses 89.10 93.13 95.75 101.97 96.53 89.99
EBITDA 186.10 306.87 316.38 348.40 365.08 381.40
Account receivable (6.76) (23.63) (3.20) (6.34) (3.87) (4.29)
Inventory (4.28) (5.65) (0.99) (1.54) (0.98) (0.42)
Account Payable 10.48 10.09 1.77 2.76 1.75 0.75
Investment activities
Land, plant and equipment (200.00) (82.53) (83.59) (25.64) (26.92) (28.34)
Cash flow from investing activities (200.00) (82.53) (83.59) (25.64) (26.92) (28.34)
Free cash flow (14.46) 205.13 230.37 317.63 335.07 349.10

Amount
Phi Phi Island Village Beach Resort Present Value
(Baht million)
Terminal Value * 3,252.76
Total net present cash flow 4,013.71
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Value
(Terminal Value)
(Baht million)
WACC 9.74%
Growth Rate 3.00%
Terminal Value2562 = FCF2563 / (WACC - Growth Rate) 5,177.57
NPV of Terminal Value @ WACC 3,252.76
Remark : * Assumption for 3% growth rate following the estimated inflation
capital (WACC), the net present cash flow for the project is Baht 4,013.71 million
Asoke Condominium Project

57-storey, 440-unit condominium development located on the heart of Bangkok in Asoke. 2-2-63 rai project
area is currently under construction and submission of EIA. Sales office is expected to open in the 3Q2015
and recognized as revenue in the year 2561. IFA values the project using the estimated cash flow from
operations. The key assumptions are as follows:
information received from the Company as well as from interviews of the Company's management, and other
analysis related to business opeations.
Financial Assumptions 2015 2016 2017 2018 2019

Sales forecast
Sales area (square meters) 12,457 9,135 1,385 - -
Price (Baht/ square meters) 190,000 190,000 190,000 190,000 190,000
Development project cost
Land 135.00 - - - -
Construction and related expenses 96.46 763.92 556.23 509.93 1.80
Selling and administrative expenses
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Financial Assumptions 2015 2016 2017 2018 2019

Specific business tax (% on sales) 3.30% 3.30% 3.30% 3.30% 3.30%
Project management expenses (head
office) 4.80 4.80 4.80 4.80 1.20
Operating expenses (head office) 1.17 2.34 2.34 2.34 0.59
Marketing and advertising expenses 53.72 23.05 21.45 5.90 2.55
Promotion expenses - - - 34.65 20.24
Commission (% on sales) 0.10% 0.10% 0.10% 0.10% 0.10%
Ownership transfer fee (% on sales) 1.00% 1.00% 1.00% 1.00% 1.00%
Other expenses - - - 1.44 0.76
Interest rates (% per year) 5.25% 5.25% 5.25% 5.25% 5.25%
Corporate income tax 20.00% 20.00% 20.00% 20.00% 20.00%
(2) Cash Flow projection

Cash flow projection 2015 2016 2017 2018 2019
Cash flow from operating activities
Net profit (loss) (60.87) (31.06) (28.72) 938.20 487.95
Cash flow from operating activities (60.87) (31.06) (28.72) 938.20 487.95
Change in working capital
Inventory (238.45) (790.92) (613.01) 972.64 798.40
Other current liabilities 35.30 176.82 224.96 (252.14) (184.94)
Net cash flow from operating activities (264.02) (645.16) (416.78) 1,658.71 1,101.41
Free Cashflow (264.02) (645.16) (416.78) 1,658.71 1,101.41
84

Amount
Asoke Condominium Present Value
(Baht million)
Terminal Value * -
capital (WACC), the net present cash flow for the project is Baht 743.92 million
85
Summary on Discounted Cash Flow Model Approach
Project Detail Status DCF Value or

Appraisal value
(Unit : Baht million) As of Dec 31, 2014
Group A : Current projects
1 S INTRO Condominium Project Operating 43.01
2 S RASA MaxxVille Project Operating 53.55
3 S The Lighthouse Project Operating 100.98
4 S Santiburi Beach Resort Golf and Spa Hotal Operating 3,488.69
5 SPP Phi Phi Island Village Beach Resort and Spa Operating 4,013.71
6 S Asoke Condominium Project Under development 743.92
8,443.87
Group B : Property for investment
7 S Unused land @ Nonthaburi Bangrakyai (area 4-1-94.8 rai) - 620.00
8 S Unused land @ Praditmanutham (area 30-2-10 rai) - 394.86
9 MAX Unused land @ Asoke conner area(area 11-1-24 rai) - 1,252.00
10 SPD Unused land @ Nonthaburi Bangrakyai (area 4-1-94.8 rai) - 3,915.00
6,181.86
Group C : Land for sale
11 S Unused land @ Watcharapol (area 1-2-9.2 rai) - 39.50
39.50
Total project present value 14,665.23
plus Cash in hand as of December 31, 2014 766.38
minus Liablities as of December 31, 2014 (3,800.48)
Total shareholders equity 11,631.13
Number of issued and paid-up shares (shares) 4,712,350,732
Share price (Baht/Share) 2.47
Remark: For operating projects and future projects, Discounted Cash Flow Model Approach will be used according
to the financial projection while the property appraisal from independent appraisal advisor will be used for
unused land
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Moreover, IFA has performed a sensitivity analysis for both shareholders value and share price covering
some possible changes. The applied change will be based on the weight average cost of capital (WACC) with
plus/minus 5 percent tolerance. The scenario results are as follows:
Sensitivity WACC Shareholders Value Price

(Baht Million) (Baht per share)
Upper Case -5.00% 9.26% 11,821.92 2.51
Base Case 0 9.74% 11,631.13 2.47
Lower Case +5.00% 10.23% 11,445.28 2.43
According to the net discounted cash flow approach, the share price is between Baht 2.43 and Baht 2.51 per
share.
87
Comparison summary on the stock valuation by six popular approaches
Valuation Approach Share price

(Baht/share)
1. Book Value Approach 1.18
2. Adjust Book Value Approach 2.25
3. Market Price Approach 8.62 9.94
4. Price to Book Value Approach P/BV 2.24 2.52
5. Price to Earnings Approach ; P/E Ratio n.a.
6. Discounted Cash Flow Approach 2.43 2.51
According to the six appropriate valuation approaches above, each method has different suitability as already
mentioned, of how to evaluate each method. The financial statements present value of net cash flow may be
considered as the appropriate approach because it calculates both current and future operations of each investment.
The potential limitation for this method is related to the nature of property development business, which require
continuous development and expansion. However, the financial projection could apply on the current projects only.
In addition, the assumptions used in the financial estimates may differ from the actual impact of fluctuations
due to various factors, especially from the economic and political factors. Valuation of property development by the
present value of cash flows may not be sufficient. Financial advisors are of the opinion that the most appropriate
approach for valuation of the real estate was the price to earnings ratio (P / E Raito). The method is considered the
corporate efficiency and profitability at the certain point of time. In 2014, however, the company acquired a net loss
so the Price per Earning Ratio approach could not be calculated. Therefore, IFA is of the opinion that the right way
for the company valuation is through Adjusted Book Value approach, which reflects the value of the property value
according to the present value. The current valuation is Baht 2.25 per share.
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5.2 Nirvana Devevlopment Co., Ltd
5.2.1 Book Value Approach
The valuation is derived from the book value of net assets. (Total assets minus total liabilities), or the
shareholders' equity, divided by the number of shares. It results as a Nirvana book value.
For this valuation, it is upon the audited consolidated financial statement of the Company as of Septermber
30, 2014. The financial statement were audited by Mr Suwimon Krityakiat CPA No. 2982 from DAI International
Co., Ltd, who has been approved by the Securities and Exchange Commission (SEC). The details are as follows:
(Unit: Baht)
Financial Statement As of Sep 30, 2014
Total Assets 2,740,881,131.43
Less: Total Liabilities (1,816,608,931.50)
Total Shareholders Equity 924,272,199.93
Issued and paid-up share capital (Share) 7,156,849.00
Accroding to a stock valuation using book value method, the company price as of Septermber 30, 2014 was
Baht 129.15 per share
This valuation method is appropriately reflected the stock value under the financial performance as of
Septermber 30, 2014 only. The analysis may not calculate the true value because some assets, liabilities, and
shareholders equity are not yet adjusted to the current value, which potentially move up or down. Additional
drawback for this valuation is not applying the potential value of business in future.
89
5.2.2 Adjusted Book Value Approach
The stock valuation is using adjusted book value for all accounting items impacted toward assets and liabilities upon the financial statement as of September 30, 2014. Its
purpose is to realize the current corporate value as much as possible. IFA has an opinon to adjust all non-current assets under inventory including land, buildings, and equipments,
property and land for sales according to the Independent Appraisal Advisor (IAA). The appraisals have been conducted by C.I.T. Appraisal Co., Ltd, which is listed as appraisal
company in the Stock Exchange of Thailand (SET) and approved by the Securities and Exchange Commission (SEC).
The stock price using the adusted book value approach can summarize as follows:
Project detail Status Book Value Appraisal value Appraisal Appraisor Value Applied Variance on
(Unit: Baht Million ) Asset by Market value by Date Valuation based appraisal
30 Sep 2014 Approach Residual on Residual price and
Method Method Book Value
30 Sep 2014
Group A : Current Project
1 ND Nirvana @ Work Kaset-nawamin Operating 108.69 125.40 128.50 C.I.T. Jan 5, 2015 128.50 19.81
2 ND Nirvana Beyond Rama 9 Operating 58.82 33.50 35.50 C.I.T. Jan 6, 2015 35.50 (23.32)
3 ND Nirvana Beyond 3 Kaset-nawamin (Phase I) Operating 211.01 235.40 243.70 C.I.T. Jan 5, 2015 243.70 32.69
4 ND Nirvana Beyond 5 - Suanluang Rama 9 Operating 252.39 323.20 320.00 C.I.T. Jan 6, 2015 320.00 67.61
5 ND Nirvana Cover On-nut Operating 191.10 186.70 179.90 C.I.T. Jan 6, 2015 179.90 (11.20)
6 NR 9 Nirvana Beyond Lite Rama 9 Operating 109.14 159.70 171.50 C.I.T. Jan 7, 2015 171.50 62.36
7 ND Nirvana Icon Wongwean Rama 9 Operating 92.88 134.80 130.60 C.I.T. Jan 6, 2015 130.60 37.72
8 STR Nirvana-Intro-Wongwaen-Kasetnawamin Operating 22.28 25.80 27.70 C.I.T. Dec 26, 2014 27.70 5.42
9 STR The Tara Ramintra Operating 46.58 60.30 58.40 C.I.T. Dec 26, 2014 58.40 11.82
10 ND Nirvana Beyond @ Beach, Pattaya ** Operating 80.56 86.20 92.10 C.I.T. Dec 29, 2014 92.10 11.54
90
Project detail Status Book Value Appraisal value Appraisal Appraisor Value Applied Variance on
(Unit: Baht Million ) Asset by Market value by Date Valuation based appraisal
30 Sep 2014 Approach Residual on Residual price and
Method Method Book Value
30 Sep 2014
1,173.45 1,371.00 1,387.90 1,387.90 214.45
Group B : Future Projects
Under
151.02 162.30 205.40 C.I.T. Jan 5, 2015 205.40 54.38
11 ND Nirvana Beyond 3 Kaset-nawamin (Phase II) develpment
Under
295.98 301.10 181.00 C.I.T. Jan 5, 2015 306.60 10.63
12 ND Nirvana Condominium (Lertlah) develpment
Under
433.21 533.00 - C.I.T. Dec 29, 2014 533.00 99.79
13 ND River Condominium develpment
Under
530.00 668.70 664.80 C.I.T. Jan 14, 2015 664.80 134.80
14 ND Nirvana Rama 2 *** develpment
1,410.20 1,665.10 1,051.20 1,709.80 299.60
Group C : Vacant land and Other Items
15 ND Vacant land - Nirvana @ Work Kaset-nawamin - 17.50 21.25 - C.I.T. Jan 5, 2015 21.25 3.75
16 NC Right to rental Behind Nirvana Beyond 1 - - - 9.40 C.I.T. Jan 5, 2015 9.40 9.40
17.50 21.25 9.40 30.65 13.15
Total 2,601.15 3,057.35 2,448.50 3,128.35 527.20
91
Remark : * If there are appraisal for both Market Approach and Residual Method, the selected method will be Residual Method because it considers the asset potential to
develop for future sales.
** Nirvana Beyong @ Beach Pattaya project values of Baht 80.56 million. As of Septermber 2014, Deposits for land and additioan to pay were for Baht 27.18
million and Baht 53.38 million respectively, which completely paid in October and December 2014
*** Nirvana Rama 2 project values of Baht 530 million. As of Septermber 30, 2014, Deposits for land and additioan to pay were for Baht 100 million and Baht 430
million respectively, which completely paidin December 2014
92
The adjusted book value method for Nirvana as of September 31, 2014 is shown as follows:
(Unit: Baht)
Financial Statement As of Sep 30, 2014
Total shareholders equity 924,272,199.93
Adjusted assets upon the appraisal 527,202,784.13
Total Shareholders Equity 1,451,474,984.06
Issued and paid-up share capital (Share) 7,156,849.00
After using the Adjusted book value approach for a stock valuation, the stock valuation as of September
30, 2014 was Baht 202.81 per share.
5.2.3 Market Price Approach
The valuation applied the weighted average market price trading of the Company on the Stock Exchange of
Thailand (SET). The applied period are by the weighted average market value over the last 30 days, 60 days, 90 days,
120 days, 180 days, and 360 days after February 27, 2015 (the Board of Directors meeting to approve the investment
in shares of Nirvana Development Co., Ltd.). However, Nirvana is not a listed company in the Stock Exchange to
Thailand (SET) so IFA could not value the share price on this approach.
5.2.4 Price to Book Value Approach ; P/BV Ratio
Valuation with price to book value ratio (Price to Book Value Approach - P / BV) is a valuation using the
book value. (book value as of September 30, 2014 before adjusted, which was Baht 129.15 per share) by the average
ratio of price to book value (P / BV Ratio) of the referring listed company. It is based on the average P / BV of
companies listed on the Stock Exchange of Thailand (SET) within the businesses and the similar size of the assets
against the company. According to SET, there are eight property development (considering the asset size of not more
than Baht 7,500 million to have reasonable number of corporate reference), which are K.C. Property Public Company
Limited (KC), Everland Public Company Limited (EVER), Sammakorn Public Company Limited (SAMCO),
N. C. Housing Public Company Limited (NCH), SENA Development Public Company Limited (SENA), AQ
Estate Public Company Limited (AQ), Lalin Property Public Company Limited (LALIN), and M.K. Real Estate
Development Public Company Limited (MK). The applied average P / BV is based on different times (for the past
30 days, 60 days, 90 days, 180 days and 360 days) starting from February 27, 2015 (the Board of Directors meeting to
approve the investment in the shares of Nirvana Development Co., Ltd.). The results are as follows:
93
P/BV
Period
KC EVER SAMCO NCH SENA AQ LALIN MK
30-working day average 3.66 6.58 1.06 1.26 1.07 1.02 0.82 0.90
Remark: Source from www.setsmart.com
However, P/BV of Everland Public Company Limited (EVER) are outstanding high over others so P/BV
are not used as a reference. As result, the average P/BV for calculating a share price will be as follows:
P/BV
Period
KC SAMCO NCH SENA AQ LALIN MK Average
Average P/BV on
Share Valuation
Period benchmarked
(Baht/ share)
companies
94
According to the stock valuation using Price to Book Value Approach (book value is Baht 129.15 per
share), the corporate stock price should be between Baht 101.22 and Baht 180.76 per share. However, the valuation
method using Price to Book Value approach may not be appropriated because the applied book value are not the
true value at the point of analysis. It may result in a discrepancy price determined by the book value and liquidity of
the stock. As result, the reference price determined by this method may not reflect the reasonable stock price.
5.2.5 Price to Earnings Approach ; P/E Ratio
Valuation with price-earnings ratio (Price to Earnings Approach; P / E Ratio) is the stock valuation
determined by the net profit per share of Nirvana in 2014 (estimated at Baht 32.73 per share) before multiplied by the
average price to earnings ratio (P / E) of the reference market price of listed company who operate the similar
business and asset to Nirvana. According to SET, there are eight property development (considering the asset size of
not more than Baht 7,500 million to have reasonable number of corporate reference), which are K.C. Property Public
Company Limited (KC), Everland Public Company Limited (EVER), Sammakorn Public Company Limited
(SAMCO), N. C. Housing Public Company Limited (NCH), SENA Development Public Company Limited
(SENA), AQ Estate Public Company Limited (AQ), Lalin Property Public Company Limited (LALIN), and
M.K. Real Estate Development Public Company Limited (MK). The applied average P / BV is based on different
times (for the past 30 days, 60 days, 90 days, 180 days and 360 days) starting from February 27, 2015 (the Board of
Directors meeting to approve the investment in the shares of Nirvana Development Co., Ltd.). The results are as
follows:
P/E
Period
KC EVER SAMCO NCH SENA AQ LALIN MK
30-working day average 258.88 n.a. 31.42 36.22 7.32 n.a. 8.26 12.00
60-working day average 188.65 n.a. 31.47 30.53 6.70 n.a. 8.06 10.63
Remark: : Source from www.setsmart.com
However, P/BV of both K.C. Property Public Company Limited (KC), and Everland Public Company
Limited (EVER) are outstanding high over others so both P/BV are not used as a reference. As result, the average
P/E for calculating a share price will be as follows:
95
P/E

SAMCO NCH SENA LALIN MK Average
30-working day average 31.42 36.22 7.32 8.26 12.00 19.04
Average P/E on 2014 Projection

benchmarked Share valuation Valuation

companies (Baht per share) (Baht)
30-working day average 19.04 623.35 4,461,222,508

According to the stock valuation using Price to Earning Approach, the corporate stock price referring to
the net profit in 2014 should be between Baht 411.67 and Baht 623.35 per share. The valuation method is
appropriate for a property development business because it considers the efficiency and profitabilitiy of the business
at the certain period of time.
5.2.6 Discounted Cash Flow Model Approach
Valuation based on the present value of cash flows (Discounted Cash Flow Approach) is to calculate the
stock price using a weighted average cost of capital (WACC) as discount rate for finding the present value of a 5-year
free cash flow of the company. The key assumption for the financial projections are as follows:
Discounted Cash Flow Approach is the business valuation through the total value of each business (Sum of
the parts) by assessing the value of the Company using the present value of cash flows to calculate the sum below:
96
1) Present value of net cash flow from ten operating projects, which are Nirvana @ Work 2 Kaset
Navamin, Nirvana Beyond 3 Kaset Navamin (Phrase I), Nirvana Beyond 2 Rama 9, Nirvana
Beyond 5 Suanluang, Nirvana Beyond Lite Rama 9, Nirvana Icon Wongwean Rama 9, Nirvana
Intro, The Tara, Cover Onnut, Nirvana Beyond @ Beach, Pattaya SDH, and Nirvana Beyond @
Beach, Pattaya Condominiums
2) Present value of net cash flow from ten future projects, which are Nirvana Beyond 3 Kaset-Nawamin
Phast 2, Nirvana Condominiums (Lertlar ), River Condominium, and Nirvana Rama 2
3) There are two unused land with the detail below:
a. Unused land at Nirvana @Work Kaset- Nawamin for area of 1-0-60 rai
b. Leasehold (back area) Nirvana Beyond 1 for area of 9-2-91 rai
The financial projections have been prepared for the purpose of valuation based on assumptions according to
the financial statements as of September 30, 2014, and information from the discussion with management. Current
assumptions used in the projection period were in accordance with the present business environment regardless of the
change on economic conditions, and other external factors that may affect the corporate operation, and significant
corporate change. If there are any changes, it potentially affects the stock valuation.
The net discounted cash flows for each project have been summarized as follows:
Nirvana @Work Kaset-Nawamin
It is a home office project located at Kaset-Nawamin road. As of September 30, 2014, there were ten
remaining units. IFA values the project using the estimated cash flow from operations. The key assumptions
are as follows:

Financial assumption was referring to the historical data e.g. selling price reference, operating expenses
including and projections prepared by the Company's management. IFA has considered the possibility of
assumptions according to the source of information received from the Company as well as from interviews of
the Company's management, and other analysis related to business opeations.
97
Financial Assumptions Oct-Dec 2015

(Unit : Baht million) 2014
Revenue
Number of sale unit
- Home office twin unit (8 Loft) - 4
- Home office twin unit with lift (8 Loft+Lift) 1 5
Average sale price
- Home office twin unit (8 Loft) 16.56 16.56
- Home office twin unit with liftt (8 Loft+Lift) 17.85 17.85
Construction cost
House construction cost (14.91) (25.97)
Marketing and administrative expenses

Marketing expenses (% of revenue) 2.00% 2.00%
Tax and fee 4.30% 4.30%
Cash discounts and promotions (% of revenue) 1.70% 1.70%
Administrative expenses (% of revenue) 4.00% 4.00%
Corporate income tax rate 20.00% 20.00%
(2) Cash flow projection

Cash Flow Projection Oct. Dec. 2015
Cash inflow from operating activities
Down payment - Sold (5 Unit) 6.02 10.03
Cash transfer - Sold (5 Unit) 21.39 42.83
Down payment 0.36 34.31
Cash transfer - 138.66
Total cash inflow 27.77 225.84
Cash outflow from operating activities
98
Cash Flow Projection Oct. Dec. 2015

Marketing expenses (0.56) (4.52)
Tax and fee (1.15) (9.76)
Cash discounts and promotions (0.47) (3.84)
Administrative expenses (1.11) (9.03)
Corporate income tax (1.57) (13.49)
Total cash outflow (19.76) (66.60)
Free Cash Flow 8.01 159.23

price through discounted cash flow approach as follows
Amount
Nirvana @Work Kaset-Nawamin Present Value
(Baht million)
Total net present cash flow value between Oct 1, 2014 and 2019 143.77
Terminal Value -
capital (WACC), the net present cash flow is Baht 143.77 million
99
Nirvana Beyond Rama 9

This is a 3-storey single houses project located on Rama 9 road. As of September 30, 2014, there were two
remaining unit for sold. IFA values the project using the estimated cash flow from operations. The key

Financial Assumptions Oct. Dec. 2015

Revenues
Number of sale unit
- 3-storey Single house - Model Keen 1 -
- 3-storey Single house - Model XL 1 -
Land land (per plot)
- 3-storey Single house - Model Keen 17.20 -
- 3-storey Single house - Model XL 17.02 -
Built to order house construction revenue - 21.30
Construction cost
Utility construction cost - (3.12)

Tax and fee 4.30% 4.30%
Interest rate 7.00% 7.00%
100


Cash flow projection Oct. Dec. 2015

Down payment - Sold (1 Unit) 3.16 -
Transfer - Sold (1 Unit) - 13.64
Transfer Land only - 27.38
Cnstruction revenue - 21.30
Utility construction cost - (3.12)
Tax and fee - (2.20)
Corporate income tax - -
101

Amount
Nirvana Beyond Rama 9 Present Value
(Baht million)
Total net present cash flow value between Oct. 1, 2014 and 2019 40.83
Terminal Value -
Nirvana Beyond 3 Kaset-Nawamin Phase

This is a 3-storey modern single houses project on Kaset-Nawamin road. As of September 30, 2014,
there were 32 remaining unit for sold. IFA values the project using the estimated cash flow from operations.
The key assumptions are as follows:

102
Financial assumptions Oct - Dec 2015 2016

(Unit: Baht million) 2014
Revenues
Number of sale unit
- Made-to-Order house J 2 5 -
- Made-to-Order house K 2 1 -
- Made-to-Order house L 4 5 -
- Ready-to-Live house J 2 9 -
- Ready-to-Live house K 1 - -
- Ready-to-Live house L - 1 -
Average sale price
- Made-to-Order J (Per plot) 7.82 7.82 -
- Made-to-Order K (Per plot) 10.13 10.13 -
- Made-to-Order L (Per plot) 12.07 12.07 -
- Ready-to-Live house J (Per unit) 15.12 15.12 -
- Ready-to-Live house K (Per unit) 19.43 19.43 -
- Ready-to-Live house L (Per unit) 22.97 22.97 -
Made-to-Order construction revenue 17.03 151.83 8.24
Construction cost
House construction cost (4.70) (104.25) (24.82)
Utility construction cost (6.14) (18.42) -

Marketing expenses (% of revenue) 2.00% 2.00% 2.00%
Tax and fee 4.30% 4.30% 4.30%
Cash discounts and promotions (% of
revenue) 1.70% 1.70% 1.70%
Administrative expenses (% of revenue) 4.00% 4.00% 4.00%
Interest rate 7.25% 7.25% 7.25%
Corporate income tax rate 20.00% 20.00% 20.00%
103

Cash flow projection Oct. Dec. 2015 2016

Down payment Made-to-Order house 12.04 26.71 -
Ownership Transfer - Made-to-Order
house 9.66 145.37 -
Construction - Made-to-Order house 17.03 151.83 8.24
Down payment Ready-to-live house 3.16 32.23 6.35
Ownership Transfer Ready-to-live
house - 70.21 96.77
Total Cash inflow 41.89 426.36 111.36
Cash ourflow from operating activities
Marketing expenses (0.84) (8.53) (2.23)
Tax and fee (0.52) (11.59) (5.20)
Cash discounts and promotions (0.71) (7.25) (1.89)
Administrative expenses (1.68) (17.05) (4.45)
Corporate income tax (1.36) (21.68) (6.62)
Total Cash outflow (15.95) (188.77) (45.22)
Free Cash Flow 25.95 237.59 66.14
104

Amount
Nirvana Beyond 3 Kaset-Nawamin Phast 1 Present Value
(Baht million)
Terminal Value -
105
Nirvana Beyond Sungluang Rama 9

This is a 3-storey single house project in Natural Modern style located the opposite of Suanluang Rama 9.
As of September 2014, there were 55 remaining unit for sold. IFA values the project using the estimated
cash flow from operations. The key assumptions are as follows:

Financial assumptions Oct - Dec 2015 2016 2017

Revenue
Sold Unit
- 3-storey Made-to-Order house (K model) 5 7 - -
- 3-storey Made-to-Order house (L model) 6 5 - -
- 3-storey Made-to-Order house (XL model) 4 3 - -
- 3-storey Ready-to-Live house (K model) - 6 6 -
- 3-storey Ready-to-Live house (L model) - 4 4 -
- 3-storey Ready-to-Live house (XL model) - 5 - -
Average sales price (per unit)
- 3-storey Made-to-Order house (K model)/plot 8.03 8.03 8.03 -
- 3-storey Made-to-Order house (L model)/plot 9.75 9.75 9.75 -
- 3-storey Made-to-Order house (XL model)/plot 10.95 10.95 10.95 -
- 3-storey Ready-to-Live house (K model)/unit 15.93 15.93 15.93 -
- 3-storey Ready-to-Live house (L model)/unit 19.15 19.15 19.15 -
- 3-storey Ready-to-Live house (XL model)/unit 21.45 21.45 21.45 -
Made-to-Order construction revenue 37.49 207.94 26.27 -
Construction cost
House construction cost (21.75) (193.47) (107.58) -
Utility construction cost (6.50) (19.50) - -
106

Marketing expenses (% of revenue) 2.00% 2.00% 2.00% 2.00%
Tax and fee 4.30% 4.30% 4.30% 4.30%
Cash discounts and promotions (% of revenue) 1.70% 1.70% 1.70% 1.70%
Administrative expenses (% of revenue) 4.00% 4.00% 4.00% 4.00%
Interest rate 7.25% 7.25% 7.25% 7.25%
Corporate income tax rate 20.00% 20.00% 20.00% 20.00%

According to above financial assumptions, the conclusion of cash flow projection are as follows
Cash flow projection Oct. Dec. 2015 2016 2017

Down payment Made-to-Order house 9.78 32.90 - -
Ownership Transfer - Made-to-Order house 31.74 192.51 - -
Construction - Made-to-Order house 37.49 207.94 26.27 -
Down payment Ready-to-live house - 26.43 60.89 3.01
Ownership Transfer Ready-to-live house - - 251.63 109.70
Total Cash inflow 79.01 459.78 338.79 112.71
Marketing expenses (1.58) (9.20) (6.78) (2.25)
Tax and fee (1.71) (10.35) (13.52) (5.90)
Cash discounts and promotions (1.34) (7.82) (5.76) (1.92)
Corporate income tax (12.89) (18.60) (19.32) (8.09)
Total Cash outflow (48.93) (277.32) (166.51) (22.67)
Free Cash Flow 30.08 182.46 172.28 90.04
107

Amount
Nirvana Beyond Suanluang Rama 9 Present Value
(Baht million)
Terminal Value -
Nirvana Cover Onnut

This is a hometown project located at Onnut. As of September 2014, there were 114 remaining units for
sold. IFA values the project using the estimated cash flow from operations. The key assumptions are as
follows:


Revenues
Number of sale unit
- 2-storey Town Home with 5-meter frontend - 82 32 -
Average sales price
- 2-storey Town Home with 5-meter frontend - 2.64 2.64 -
108

Construction cost

Tax and fee 4.30% 4.30% 4.30% 4.30%
revenue) 1.70% 1.70% 1.70% 1.70%
Interest rate 7.00% 7.00% 7.00% 7.00%


Down payment Sold out (80 units) 3.24 6.48 - -
Transfer payment - Sold out (80 units) 125.30 89.49 - -
Down payment not sold yet - 7.99 6.49 0.55
Transfer payment - not sold yet - 80.19 165.39 40.10
Tax and fee (5.67) (7.68) (7.49) (1.81)
109

Total cash outflow (70.81) (135.51) (59.97) (6.23)
Free Cash Flow 57.72 48.65 111.91 34.42

Amount
Nirvana Cover Onnut Present Value
(Baht million)
Terminal Value -
capital (WACC), the net present cash flow is Baht 204.70 million.
Nirvana Beyond Lite Rama 9

The project is located at Rama 9. As of Septermber 2014, there were ten remaining unit for sold. IFA values
the project using the estimated cash flow from operations. The key assumptions are as follows:
110

Revenue
Number of sales unit
- Made-to-order house - Just so 1 4 - -
- Made-to-order house - Keen 1 2 - -
- Made-to-order house - Live 1 4 - -
- Made-to-order house - XL - 2 - -
- Ready-to-Live house - mono 2 3 - -
- Ready-to-Live house - Spirit 1 - - -
- Ready-to-Live house - Spirit Special 1 1 - -
- Ready-to-Live house - Element 1 - - -
- Ready-to-Live house - Just so - 6 5 -
- Ready-to-Live house - Keen - 2 1 -
Average sales price
- Made-to-order house - Just so (per plot) 3.74 3.74 3.74 -
- Made-to-order house Keen (per plot) 3.20 3.20 3.20 -
- Made-to-order house Live (per plot) 6.09 6.09 6.09 -
- Made-to-order house XL (per plot) 5.19 5.19 5.19 -
- Ready-to-Live house mono (per unit) 8.57 8.57 8.57 -
- Ready-to-Live house Spirit (per unit) 10.08 10.08 10.08 -
Ready-to-Live house - Spirit Special (per
- unit) 10.84 10.84 10.84 -
- Ready-to-Live house Element (per unit) 10.23 10.23 10.23 -
- Ready-to-Live house - Just so (per unit) 11.04 11.04 11.04 -
- Ready-to-Live house Keen (per unit) 12.50 12.50 12.50 -
Construction cost
House construction cost (9.27) (71.67) (61.08) (3.24)
111

Tax and fee 4.30% 4.30% 4.30% 4.30%
Interest rate 7.25% 7.25% 7.25% 7.25%


Down payment Made-to-Order house 2.05 10.86 0.91 -
Ownership Transfer - Made-to-Order house 4.87 41.40 9.02 -
Down payment Ready-to-live house 3.02 22.96 21.11 1.66
Ownership Transfer Ready-to-live house - 47.45 103.38 44.14
House construction cost (9.27) (71.67) (61.08) (3.24)
Tax and fee (0.26) (4.78) (6.04) (2.37)
Free Cash Flow 3.60 103.89 87.73 33.19
112

Amount
Nirvana Beyond Lite Rama 9 Present Value
(Baht million)
Terminal Value -
Nirvana Icon Wongwean-Rama 9

The Nirvana Icon Wongwean-Rama 9 project is offering two-storey single houses located nearby TabChang
station of Airport link within 800 meters. As of September 30, 2014, there were 16 remaining units for sold.
IFA values the project using the estimated cash flow from operations. The key assumptions are as follows:


Revenue
Number of sale unit
- Made-to-Order house - Inspiration 2 6 -
- Ready-to-Live house- Spirit 2 1 -
- Ready-to-Live house- Element 1 - -
113

- Ready-to-Live house- Life&Soul - 2 -
- Ready-to-Live house- Inspiration - 2 -
Average sale price
Made-to-Order house Inspiration (per
- plot) 11.40 11.40 -
- Ready-to-Live house- Spirit (per unit) 10.82 10.82 -
- Ready-to-Live house- Element (per unit) 10.39 10.39 -
- Ready-to-Live house- Life&Soul (per unit) 12.34 12.34 -
- Ready-to-Live house- Inspiration (per unit) 16.10 16.10 -
Made-to-Order construction revenue 0.61 30.17 6.82
Construction cost

Marketing expenses (% of revenue) 2.00% 2.00% 2.00%
Tax and fee 4.30% 4.30% 4.30%
Cash discounts and promotions (% of revenue) 1.70% 1.70% 1.70%
Administrative expenses (% of revenue) 4.00% 4.00% 4.00%
Interest rate 7.25% 7.25% 7.25%
Corporate income tax rate 20.00% 20.00% 20.00%

114
Cash flow projection Oct. Dec. 2015 2016

Down payment Made-to-Order house 2.51 15.73 -
Ownership Transfer - Made-to-Order house - 72.94 -
Construction - Made-to-Order house 0.61 30.17 6.82
Down payment Ready-to-live house 1.40 12.90 5.67
Ownership Transfer Ready-to-live house - 34.28 45.50
Total Cash inflow 4.51 166.01 57.99
Marketing expenses (0.09) (3.32) (1.16)
Tax and fee - (5.76) (2.45)
Cash discounts and promotions (0.08) (2.82) (0.99)
Administrative expenses (0.18) (6.64) (2.32)
Corporate income tax - (8.84) (3.49)
Total cash outflow (6.82) (65.94) (13.66)
Free Cash Flow (2.31) 100.07 44.34

Amount
Nirvana Icon Wongwean Rama 9 Present Value
(Baht million)
Terminal Value -
115
116
Nirvana Intro Wongwean-Kaset Nawamin

It is a 2-storey single house project located at Wongwean-Kaset Nawamin. As of September 30, 2014, there
were six remaining units for sold. IFA values the project using the estimated cash flow from operations. The
key assumptions are as follows:


Revenue
Number of sale unit
- TW-Desire 2 4
Averge sales price
- TW-Desire 5.81 5.81
Construction cost

Tax and fee 4.30% 4.30%
Interest rate 7.00% 7.00%
117

Cash flow projection Oct. Dec. 2015

Down payment - Sold (1 Unit) 0.48 -
Transfer - Sold (1 Unit) 5.39 -
Transfer Land only - 31.40
Cnstruction revenue (plot# 67,69-70) 0.34 -
Tax and fee (0.26) (1.50)
Corporate income tax (0.26) (1.44)

Amount
Nirvana Intro Wongwean-Kaset Nawamin Present Value
(Baht million)
Terminal Value -
118
Through projected cash flow and terminal value from above assumptions using the weight average cost
of capital (WACC), the net present cash flow is Baht 24.99 million
The Tara Ramintra
It is the 2-storey house project located at Phrayasurain 35. As of Septtember 30, 2014, there werer 21
remaining units for sold. IFA values the project using the estimated cash flow from operations. The key

Financial Assumptions Oct. Dec. 2015 2016 2017

Revenues
Number of sale unit
- Made-to-Order single house (TARA model) 4 8 - -
- Ready-to-Livesingle house (Motif model) 1 1 - -
- Ready-to-Livesingle house (Spirit model) - - 1 -
- Ready-to-Livesingle house (TARA model) - 3 - -
- Ready-to-Livesingle house (Element model) - - 3 -
Average sale price

- Made-to-Order single house (TARA model)/plot 2.88 2.88 2.88 -
- Ready-to-Livesingle house (Motif model)/unit 5.40 5.40 5.40 -
- Ready-to-Livesingle house (Spirit model)/unit 5.63 5.63 5.63 -
- Ready-to-Livesingle house (TARA model)/unit 6.28 6.28 6.28 -
- Ready-to-Livesingle house (Element model)/unit 8.60 8.60 8.60 -
119
Financial Assumptions Oct. Dec. 2015 2016 2017

Construction cost

Tax and fee 4.30% 4.30% 4.30% 4.30%
Interest rate 7.25% 7.25% 7.25% 7.25%


Down payment Made-to-Order house 1.09 2.53 - -
Ownership Transfer - Made-to-Order
house 5.18 25.88 - -
Down payment Ready-to-live house 0.16 1.67 4.27 -
Ownership Transfer Ready-to-live
house - 9.72 37.48 7.74
120

Tax and fee (0.25) (1.70) (1.79) (0.37)
Free Cash Flow 0.80 40.92 17.34 6.50

Amount
The Tara Ramintra Present Value
(Baht million)
Terminal Value -
Nirvana Beyond @ Beach Pattaya

It is a 3-storery single house project located at Jomtian 14 Chonburi. As of September 2014, there were 16

121

Revenues
Number of sale unit
- 3-storey single house (JUST model) 2 12 2 -
Average sale price
- 3-storey single house (JUST model) 18.92 18.92 18.92 -
Construction cost
Land cost (53.38) - - -
House construction cost (5.57) (83.57) - -

Tax and fee 4.30% 4.30% 4.30% 4.30%
Interest rate 7.50% 7.50% 7.50% 7.50%


Down payment Made-to-Order house 2.18 35.19 23.17 -
Transfer payment - Made-to-Order house - 45.40 181.61 15.13
122

Land cost (53.38) - - -
House construction cost (5.57) (83.57) - -
Tax and fee - (2.44) (9.76) (0.81)
Corporate income tax - - (0.46) (0.24)
Free Cash Flow (59.60) (20.65) 178.79 12.92

Amount
Nirvana Beyong @ Beach Pattaya Present Value
(Baht million)
Terminal Value -
Nirvana Beyond 3 Kaset-Nawamin Phase 2

It is a single houses project located at Kaset Nawamin road. As of September 30, 2014, there were 37
123


Revenues
Number of sale unit
- 3-storey single house (Just model) - 3 2 -
- 3-storey single house (Keen model) - 11 5 -
- 3-storey single house (Live model) - 10 6 -
Average sale price
- 3-storey single house (Just model) - 17.11 17.11 -
- 3-storey single house (Keen model) - 20.91 20.91 -
- 3-storey single house (Live model) - 22.81 22.81 -
Construction cost
House construction cost - (97.43) (100.57) (11.76)
Utility construction cost - (17.87) - -

Tax and fee 4.30% 4.30% 4.30% 4.30%
revenue) 1.70% 1.70% 1.70% 1.70%
Interest rate 7.25% 7.25% 7.25% 7.25%
124


Down payment - 65.90 82.84 8.27
Transfer payment - 30.42 409.06 188.56
Total Cash inflow - 96.32 491.90 196.83
House construction cost - (97.43) (100.57) (11.76)
Utility construction cost - (17.87) - -
Marketing expenses - (1.93) (9.84) (3.94)
Tax and fee - (1.64) (21.99) (10.14)
Cash discounts and promotions - (1.64) (8.36) (3.35)
Administrative expenses - (3.85) (19.68) (7.87)
Corporate income tax - (2.94) (40.91) (19.34)
Total cash outflow - (127.30) (201.34) (56.40)
Free Cash Flow - (30.97) 290.56 140.43

125
Amount
Nirvana Beyong 3 Kaset-Nawamin Phase 2
(Baht million)
Terminal Value -
126
Nirvana Condominium (LertLar)

This is a condominium project located on Kaset-Nawamin road nearby Lertlar school. This project is still
under development. IFA values the project using the estimated cash flow from operations. The key

Financial assumptions Oct - Dec 2015 2016 2017 2018 2019 2020
Revenues
Total selling area (sqm2.) - 4,855.50 6,712.50 5,650.30 1,504.90 - -
Average sales price (Baht/ - 89,929.5 89,929.5 89,929.5 89,929.5 - -
sqm2.) 0 0 0 0
Construction cost
Building construction cost - (31.37) (139.58) (246.04) (140.94) (85.91) -
Utility construction cost - (55.18) - (42.90) - - -
Marketing and administrative

expenses
Marketing expenses (% of 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50%
revenue)
Tax and fee 4.30% 4.30% 4.30% 4.30% 4.30% 4.30% 4.30%
Administrative expenses - 6.00 6.00 6.00 6.00 6.00 -
(Baht million / year)
Other expenses (Baht - 6.00 6.00 6.00 6.00 6.00 -
million/ year )
Interest rate 7.15% 7.15% 7.15% 7.15% 7.15% 7.15% 7.15%
Corporate income tax rate 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%
127

Cash flow projection Oct - Dec 2015 2016 2017 2018 2019 2020
Cash inflow from operating
activities
Revenue on Condominium
sales - 38.30 100.90 458.93 564.27 423.90 97.46
Total Cash inflow - 38.30 100.90 458.93 564.27 423.90 97.46
Cash ourflow from operating
activities
Building construction cost - (31.37) (139.58) (246.04) (140.94) (85.91) -
Utility construction cost - (55.18) - (42.90) - - -
expenses
Marketing expenses - (0.96) (2.52) (11.47) (14.11) (10.60) (2.44)
Tax and fee - - - (18.57) (26.53) (21.89) (5.41)
Administrative expenses - (6.00) (6.00) (6.00) (6.00) (6.00) -
Other expenses - (6.00) (6.00) (6.00) (6.00) (6.00) -
Corporate income tax - - - (14.78) (34.44) (28.21) (7.60)
Total cash outflow - (99.51) (154.10) (345.77) (228.02) (158.61) (15.45)
Free Cash Flow - (61.20) (53.20) 113.17 336.25 265.29 82.01

Amount
Nirvana Condominium (Lertlar) Present Value
(Baht million)
128
Amount
Nirvana Condominium (Lertlar) Present Value
(Baht million)
Terminal Value -
River Condominium
This is a six-star condominium project and rental place nearby Chao Phraya river. The project is still under
development. . IFA values the project using the estimated cash flow from operations. The key assumptions
are as follows:

Financial Assumptions Oct. Dec. 2015 2016 2017 2018

Revenues
Revenue on condominium sales
- Total selling area (sqm2.) 2,990 4,762 2,760 - -
- Average sales price (Baht/ sqm2.) 300,000 300,000 300,000 300,000 300,000
Revenue on selling RESIDENCE (Baht

million) - - - 1,600.00 -
Construction cost
Land cost (568.71) - - - -
Building and utility construction cost (268.00) (540.70) (615.17) (315.53) (174.60)
129
Financial Assumptions Oct. Dec. 2015 2016 2017 2018

Marketing expenses (% of revenue) 5.00% 5.00% 5.00% 5.00% 0.00%
Tax and fee 5.30% 5.30% 5.30% 5.30% 5.30%
Administrative expenses (Baht million / year) 3.75 7.50 7.50 7.50 3.75
Commission (% on condominium sales
revenue) 5.00% 5.00% 5.00% 5.00% 5.00%
Corporate income tax rate 20.00% 20.00% 20.00% 20.00% 20.00%

Cash flow projection Oct. Dec. 2015 2016 2017 2018

Revenue on condominium sales
- Down payment 179.40 827.94 1,515.54 - -
- Transfer payment - - - 630.72 -
Revenue on RESIDENCE sales - - - 1,600.00 -
Total cash inflow 179.40 827.94 1,515.54 2,230.72 -
Land cost (568.71) - - - -
Building and utility construction cost (268.00) (540.70) (615.17) (315.53) (174.60)
Marketing expenses (44.85) (71.43) (41.40) (80.00) -
Tax and fee - - - (167.14) -
Administrative expenses (3.75) (7.50) (7.50) (7.50) (3.75)
Commission - - - (157.68) -
Corporate income tax - - - (367.21) -
Total cash outflow (885.31) (619.63) (664.07) (1,095.06) (178.35)
Free Cash Flow (705.91) 208.31 851.47 1,135.66 (178.35)
130

Amount
River Condominium Present Value
(Baht million)
Total net present cash flow value between Oct 1, 2014 and 2019 695.19
Terminal Value -
131
Nirvana Rama 2
As of September 2014, there were 159 remaining units for sold. IFA values the project using the estimated
cash flow from operations. The key assumptions are as follows:

Financial Assumptions Oct-Dec 2015 2016 2017 2018

Revenue
Number of sale unit
5-storey Townhouse with 4-meter
- frontend - 1 2 - -
- frontend - 1 19 7 -
- 3-storey single house (XL model) - 13 9 - -
- 3-storey single house (Live model) - 14 13 11 -
3-storey single house (Mini Live
- model) - 12 12 4 -
- 3-storey single house (Keen model) - 14 23 4 -
Average sale price
- frontend - 13.78 13.78 13.78 -
- frontend - 13.47 13.47 13.47 -
- 3-storey single house (XL model) - 19.04 19.04 19.04 -
- 3-storey single house (Live model) - 17.34 17.34 17.34 -
3-storey single house (Mini Live
- model) - 14.56 14.56 14.56 -
- 3-storey single house (Keen model) 15.78 15.78 15.78 -
132
Financial Assumptions Oct-Dec 2015 2016 2017 2018

Construction cost
Land cost - (430.00) - - -
House construction cost - (191.45) (328.34) (376.51) (70.44)
Utility construction cost - (124.28) - - -
Decoration cost (sample house) - (20.00) - - -

Marketing expenses (% of revenue) 2.00% 2.00% 2.00% 2.00% 2.00%
Tax and fee 4.30% 4.30% 4.30% 4.30% 4.30%
Cash discounts and promotions (% of 1.70% 1.70% 1.70% 1.70% 1.70%
revenue)
Administrative expenses (% of revenue) 4.00% 4.00% 4.00% 4.00% 4.00%
Interest rate 7.25% 7.25% 7.25% 7.25% 7.25%
Corporate income tax rate 20.00% 20.00% 20.00% 20.00% 20.00%

Cash flow projection Oct-Dec 2015 2016 2017 2018

Down payment - 95.88 239.94 171.66 -
Transfer payment - 114.54 866.52 921.67 127.19
Total cash inflow - 210.43 1,106.46 1,093.33 127.19
Cash outflow from operating
activities
Land cost - (430.00) - - -
House construction cost - (191.45) (328.34) (376.51) (70.44)
Utility construction cost - (124.28) - - -
Decoration cost (sample house) - (20.00) - - -
133
Cash flow projection Oct-Dec 2015 2016 2017 2018

expenses
Marketing expenses - (4.21) (22.13) (21.87) (2.54)
Tax and fee - (6.16) (46.58) (49.54) (6.84)
Cash discounts and promotions - (3.58) (18.81) (18.59) (2.16)
Administrative expenses - (8.42) (44.26) (43.73) (5.09)
Corporate income tax - - (41.08) (54.59) (7.91)
Total cash outflow - (788.09) (501.19) (564.83) (94.98)
Free Cash Flow - (577.66) 605.26 528.50 32.21

Amount
Nirvana Rama 2 Present Value
(Baht million)
Terminal Value -
134
Summary on Discounted Cash Flow Model Approach
Project Detail Status DCF Value or

Appraisal value
(Unit: Baht Million ) As of Sep 30, 2014
Group A : Current Projects
1 ND Nirvana @ Work Kaset-nawamin Operating 143.77
2 ND Nirvana Beyond Rama 9 Operating 40.83
3 ND Nirvana Beyond 3 Kaset-nawamin (Phase I) Operating 277.92
4 ND Nirvana Beyond 5 - Suanluang Rama 9 Operating 374.78
5 ND Nirvana Cover On-nut Operating 204.70
6 NR 9 Nirvana Beyond Lite Rama 9 Operating 180.45
7 ND Nirvana Icon Wongwean Rama 9 Operating 116.68
8 STR Nirvana-Intro-Wongwaen-Kasetnawamin Operating 24.99
9 STR The Tara Ramintra Operating 53.13
10 ND Nirvana Beyond @ Beach, Pattaya Operating 68.07
1,485.31
Group B : Future Projects
11 ND Nirvana Beyond 3 Kaset-nawamin (Phase II) Under develpment 286.05
12 ND Nirvana Condominium (Lertlah) Under develpment 355.44
13 ND River Condominium Under develpment 486.63
14 ND Nirvana Rama 2 Under develpment 333.48
1,461.60
Group C : Unused land and other items
15 ND Unused land - Nirvana @ Work Kaset-nawamin Inactive 21.25
16 NC Right to rental Behind Nirvana Beyond 1 Inactive 9.40
30.65
Total project present value 2,977.56
plus Cash in hand as of Septermber 30, 2014 26.09
minus Liablities as of September 30, 2014 (1,431.57)
Total shareholders equity 1,572.08
Number of issued and paid-up shares (shares) 7,156,849
Share price (Baht/Share) 219.66
Remark: : For operating projects and future projects, Discounted Cash Flow Model Approach will be used according
to the financial projection while the property appraisal from independent appraisal advisor will be used
for unused land
135
Moreover, IFA has performed a sensitivity analysis for both shareholders value and share price covering
some possible changes. The applied change will be based on the weight average cost of capital (WACC) with
plus/minus 5 percent tolerance. The scenario results are as follows:
Total Shareholders
Sensitivity WACC Equity Price
(Baht Million) (Baht/Share)
Upper Case -5.00% 12.64% 1,614.61 225.60
Base Case 0 13.30% 1,572.08 219.66
Lower Case +5.00% 13.97% 1,530.37 213.83
According to the net discounted cash flow approach, the share price is between Baht 213.83 and Baht
225.60 per share.
136
Comparison summary on the stock valuation by six popular approaches
Valuation Approach Share price

(Baht/share)
1. Book Value Approach 129.15
2. Adjust Book Value Approach 202.81
3. Market Price Approach n.a.
4. Price to Book Value Approach P/BV 101.22 180.76
5. Price to Earnings Approach ; P/E Ratio 411.67 623.35
6. Discounted Cash Flow Approach 213.83 225.60
According to the six appropriate valuation approaches above, each method has different suitability as already
mentioned, of how to evaluate each method. The financial statements present value of net cash flow may be
considered as the appropriate approach because it calculates both current and future operations of each investment.
The potential limitation for this method is related to the nature of property development business, which require
continuous development and expansion. However, the financial projection could apply on the current projects only.
In addition, the assumptions used in the financial estimates may differ from the actual impact of fluctuations
due to various factors, especially from the economic and political factors. Valuation of property development by the
present value of cash flows may not be sufficient. Financial advisors are of the opinion that the most appropriate
approach for valuation of the real estate was the price to earnings ratio (P / E Raito). The method is considered the
corporate efficiency and profitability at the certain point of time. The current Nirvana share price by P/E ratio
approach is between Baht 411.67 and Baht 623.35 per share.
137
5.3 Share Swap Ratio based on the Stock Valuation
According to all six appropriate valuation approaches above, the conclusion valuation for both Singh (S) and
Nirvana shares are as follows:
Valuation Approach S Value Nirvana Value Share Swap Ratio

(Baht/share) (Baht/share) (S : 1 Nirvana)
1. Book Value Approach 1.18 129.15 109.63
2. Adjust Book Value Approach 2.25 202.81 90.08
3. Market Price Approach 8.62 9.94 n.a. n.a.
4. Price to Book Value Approach P/BV 2.24 2.52 101.22 180.76 40.20 80.63
5. Price to Earnings Approach ; P/E Ratio n.a. 411.67 623.35 n.a.
6. Discounted Cash Flow Approach 2.43 2.51 213.83 225.60 85.24 92.89
Through the valuation results above, IFA has presented the opinion of the most appropriate approach for the
property development business as Price to Earning Ratio (P/E Ratio). Due to a limitation on applying such method,
IFA also recommends to apply Adjusted Book Value Approach for share swap ratio. As result, the rate will be 1
Nirvana share for 90.08 Singha shares.
138
Part 6: Compensation Fairness
The company will invest in ordinary shares of Nirvana with total value of Baht 2,090,592,930 for two
transactions as follows:
1st transaction: by acquiring 3,649,993 shares from two existing shareholders or representing 51% of the
total ordinary shares of Nirvana at an acquisition price of Baht 485.44 per share with total value not exceed Baht
1,771,843,024. The criteria used for determining value of the consideration is from negotiations between the
Company, the sellers and Nirvana based on the operating results financial performances, and valuation of current
projects and projects in the near future as well as considering the potential of Nirvana to continuously grow its
business and generate income as well as the opportunity for the Company to expand into the property development
business. The Company will pay a consideration in kind to the existing shareholders who are the sellers of Nirvanas
ordinary shares to the Company with 186,509,792 newly issued ordinary shares of the Company at Baht 9.5 per
share, equivalent to a share swap ratio of 1 shares of Nirvana for 51.0986 new shares of the Company.
2nd transaction: by subscribing to newly issued ordinary shares of Nirvana for not over 831,724 shares,
proportionately to the shareholding percentage of 51% as 1st transaction with the share price of Baht 383.24 per share,
totalling to a value of Baht 318,749,906. Company will entirely pay for such newly issued shares by cash.
Through both transactions above, the company will hold ordinary shares of Nirvana for 4,481,717 shares or
proportionately to the shareholding percentage of 51% on the registered capital (certain shareholding percentage
depends on the capital increase subscription of existing Nirvana shareholders). The average share price of Nirvana for
the company will be Baht 466.47 per share, which is within the price valuation range of P/E Ratio approach which is
the appropriate valuation approach that aforementioned in 5.2.5 with the price range between Baht 411.67 and Baht
623.35 per share.
However, the compensation fairness on Nirvana share price should be individually considered for each
transaction.
139
1st transaction: The company will pay for Nirvana shares by newly issued ordinary shares of the Company
toward sellers of Nirvana shares with share swap ratio at 1 Nirvana share (Baht 485.44 per share) to 51.0986
Company shares (Baht 9.50 per share, which equal to average price-weighted average of the Company's shares in the
stock market over the past seven days prior to the meeting of the Board of Directors. "February 27, 2014 "). For the
compensation fairness on Nirvana shares, IFA has considered from both share price valuation as described in 5.3.
According to its calculated share swap ratio with adjusted book value approach, the ratio will be 1 Nirvana share to
90.08 company shares. Therefore, IFA opine the reasonable payment toward Nirvana share sellers through a share
swap ratio as 1 Nirvana share to 51.0986 company shares because the ratio is lower than that of share swap ratio
analysis. The company has no investment disadvantage for such transaction.
2 nd transaction: The company will pay newly issued ordinary shares of Nirvana at the price of Baht 383.24
per share. When calculated it with its profit per share of Baht 32.73 in 2014, P/E ratio will be 11.71x. The ratio is
quite lower than other P/E ratios who operate the same business with similar total assets as Nirvana, and listed in the
Stock Exchange of Thailand (SET) with average P/E ratio for past 30-360 days between 12.58x and 19.04x.
Therefore, IFA has an opinion of appropriate and reasonable offering price at Baht 383.24 per share because Nirvana
offers the same price of newly issued ordinary shares to all existing shareholders.
140
Part 7 : Independent Financial Advisor Conclusion
According to SINGHA Estate Public Company Limited (SINGHA) will invest in ordinary share of Nirvana
totaling of 4,481,717 shares will represent not less than 51% of the NIRVANA registered capital with total value of
Baht 2 ,0 9 0 ,5 9 2 ,9 3 0 . SCMB Company Limited as the independent financial advisor to review and analyze the
benefits, including advantages and disadvantages of the investment, is of the opinion that such investment reasonable
and appropriate because Nirvana is a well-established company operated in property development of residential
places with business experience since 2 0 0 5 through experience executives and management in real estate
development business for over 1 0 years, which results of good operations and financial position. At present,
NIRVANA group is also a valuable land in a great location with the potential for future development. SINGHA
investment perspective in NIRVANA is a business opportunity that will enable the company to expand the business
to the low-rise residential real estate development business. Through the investment, SINGHA's operations cover the
entire property development in hotel, condominium, and residential houses.In addition, the investment toward
NIRVANA is useful to promptly generate higher revenue and returns to the Group, which are potentially better than
gradual implementation of development projects from scratch, and faster to have financial return.
To effectively analyze the investment justification on the payment on purchasing NIRVANA shares with
ordinary shares of SINGHA at a rate of 51.0986 shares per 1 share of Nirvana, the independent financial advisory has
performed a corporate valuation for both SINGHA and NIRVANA. Through the valuation using the adjusted book
value method, IFA has an opinion of advantage on the investment upon the lower share swap ratio as the rate of 1
share of Nirvana 90.08 per share. For NIRVANA share value, SINGHA must pay the price for baht 383.24 per share
based on the analysis on earnings per share for 2014 at baht 32.73 per share, which has a price to earnings ratio (P / E
Ratio) value at 11.71 times. IFA is of the opinion that the rate is appropriately low compared to P / E Ratio in the
other companies listed in the Stock Exchange of Thailand who operate the similar business, which have P / E Ratio
between 12.58 and 19.04 times. Moreover, the subscription price of such shares is reasonable and fair price because
it is the same price for a subscription right granted to current NIRVANA shareholders.
SCMB Company Limited as the independent financial advisor to review and analyze the benefits,
including advantages and disadvantages of the investment, opine that the investment reasonable and
appropriate because SINGHA enable to fast expand the business and promptly generate higher revenue and
returns to the Shareholder and faster in long-run. As result, SINGHA shareholders should approve the
purchase of shares from current NIRVANA shareholders and the capital investement toward NIRVANA
(purchase of shares in a Nirvana of 3,649,993 shares, representing 51 percent of the total shares of Nirvana at
a price of Baht 485.44 per share. Total amount is not exceeded Baht 1,771,843,024 from two main shareholders
(1 ) Good Prosper Holdings Limited and (2 ) Compile House Company Limited, which is not a connected
person of the Company. And payment for such shares with other non-monetary assets including the newly
141
issued ordinary shares of the Company. A total of 186,509,792 shares at a price of Baht 9.50 to pay for the
shares. And the transaction to subscribe for shares in Nirvana of not more than 831,724 shares, paid up share
capital in the amount of Baht 383.24 with total value within Baht 318,749,906) according to approved by the
Board of Directors Meeting 1/2015 dated 27 February 2015.
However, the decision to approve the transaction at this time depend on shareholdersdiscretion.
Shareholders are strongly recommended to study all documents attached with annual general meeting invitation year
2015 to support their decisions to vote accordingly.
Yours truly,
SCMB Co., Ltd
.................................................. .......................................................
(Mr. Chavalit Leelapornpisit) (Mr. Praisun Wongsmith)
Operation Controller Director
142
Appendix 1
Summary of Appraisal Report
143
1. Appraisal of Intro Condominium
Type of property : Residential condominium, 32 units covering total area of 1,369.11 sq.m.
Location : Fl. 28-34 Intro Condominium, Pradiphat, Samsennai, Phayathai, Bangkok
Title Deed : 32 Title deed
Ownership : Singha Estate Plc.
Encumbrance : None
Appraisal Date : 28 August 2014
Objective : Public purpose
Independent appraiser : 15 Business Advisory Co., Ltd.
The independent appraiser uses the Market Approach by which the independent appraiser will appraise the
assets and compare with the previous transacted price and/or the current offering price of assets with similar
characteristics as the appraised asset. The independent appraiser may adjust the appraisal value based on various
factors such as location, timing of transaction, function, term of payment, land shape, etc. The independent appraiser
then uses the adjustment grid as follows:
144
Item Appraised Comparative data
property Data 1 Data 2 Data 3 Data 4
Asset type Unit in Intro Condominium Unit in Intro Unit in Intro Unit in Intro Unit in Lumpini Place
Project floor No. 28 Condominium Condominium Condominium Phahol-Saphankhwai
Project floor No. 27 Project floor No. 29 Project floor No. 31 Condominium Project
floor No. 28
Location Pradiphat Road Pradiphat Road Pradiphat Road Pradiphat Road Pradiphat Road
Usable 37.84 37.84 37.84 38.22 35
space
(sq.m.)
Time period Aug-14 Dec-13 Aug-14 Jan - Aug 2014
Offering price (Baht/sq.m.) 86,945 - 90,267 100,000
Sales and purchase price (Baht/sq.m.) - 81,924 - -
Adjustment
External factors
Sales term Offering - Offering 5% Offering - Offering price -12%
price 10% price price 10%
Market condition Aug-14 0% Dec-13 0% Aug-14 0% Jan - Aug 0%
2014
Price adjusted for external factors 78,251 86,020 81,240 88,000
Internal factors
Project location Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Unit location (floor) Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Mass transit system (Metro) Comparable 0% Comparable 0% Comparable 0% Superior -5%
Reputation of operator Comparable 0% Comparable 0% Comparable 0% Superior -5%
Usable Comparable 0% Comparable 0% Comparable 0% Comparable 0%
space
Decoration Comparable 0% Comparable 0% Comparable 0% Superior -5%
Scenery (view) Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Inside facilities Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Result of adjustment for internal factors 0% 0% 0% -10%
Adjusted value (Baht/sq.m.) 78,251 86,020 81,240 79,200
Reliability weighting 25% 25% 25% 25%
Market 81,178 19,563 21,505 20,310 19,800
value
(Baht/sq.m.)
Net value 81,000
(Baht/sq.m.)
145
From the above table, the independent appraiser has analyzed and compared with the appraised asset which
is a condominium unit located on the 28th floor. From the Market Approach as per the above table, the value of the
appraised asset on the 28th floor will be Bhat 81,000 per sq.m. The Independent appraiser thereafter adjusts the
valuation based on Baht 1,000 per floor and then evaluate the total portfolio of 32 units based on the sale in one line
method which assumes a 15% discount based on the cost saving of selling an administrative expenses to the
compared to the sale of individual units. The valuation can be summarized as follows:
Market value of appraised assets (32 units total) Baht 115,428,530
Less : Discount (15%) Baht 17,314,280
Net appraised value Baht 98,114,251
Or equivalent to Baht 98,100,000
Opinion of the independent Financial Advisor
From the appraisal method of the Independent appraiser as mentioned above, the Independent Financial
Advisor opine that the valuation based on Market Approach is most appropriate as the independent appraiser has
surveyed comparable assets and adjust for factors such as location, location of units (floors), mass transit systems,
size, usable area, furnishing, view, and other functions. The Independent appraiser then applied the weighting based
on the creditability of the comparable assets to derive the market value of the asset at Baht 81,000 per sq.m. which
the independent appraiser uses as the value of the unit on the 28 floor and then adjusts the value of Baht 1,000 per
floor per sq.m. The independent appraiser then applied a 15% discount on the market value to derive the value of
approximately Baht 98,100,000.
However, as at 31 December 2014, there are only 11 remaining units, therefore the Independent Financial
Advisor adjusted the appraised value based on the independent appraiser report to arrive at the value of Baht
52,876,766.
146
2. Appraisal of land with building and vacant land at Rasa MaxxVille
Type of property : Asset part 1 Land with 2 storey townhouse - 67 units (under construction) and
Asset part 2 Vacant land (which does not fall into the allocation) 1 unit
Location : Within Rasa Maxx Ville (Phahonyothin 73) (Soi Nguan Weanrawee),
Phahonyothin Road, Sanambin, Don Muang, Bangkok
Title deed : 68 Title Deeds
Encumbrance : Asset part 1 Mortgaged with Kiatnakin Bank Plc.
Asset part 2 No encumbrance
Appraisal date : 1 September 2014
Objective : For public purpose
The independent appraiser uses the Cost Approach and Income Approach by Residual Technique to appraise
Asset part 1 and uses the Market Approach to appraise Asset part 2 with the details as follow:
Asset part 1
The Cost Approach is an appraisal method that calculates the construction cost or the replacement cost of
assets with similar characteristics and functions deducted by the accumulated depreciation to reflect the opinion on
the physical and functional degradation, and obsoleteness of the appraised assets.
For the land, the independent appraiser uses the Market Approach by which the independent appraiser will
appraise the assets and compare with the previous transacted price and/or the current offering price of assets with
similar characteristics as the appraised asset. The independent appraiser may adjust the appraisal value based on
various factors such as location, timing of transaction, function, term of payment, land shape, etc. The independent
appraiser then uses the adjustment grid as follows:
147
Asset type Vacant land Additional-subtracted Additional-subtracted Additional-subtracted Additional-subtracted
land - Pruksa LITE land - The Colors land - Lio land - Home In Town
Lox (Donmuang) (Donmuang - (Phahonyothin- (Phahonyothin 73)
Project Songprapa) Project Watcharaphol) Project Project
Location Soi Phahonyothin 73 Soi Terdrachan 45 RorPhorChor. Road Soi Wat Koh Soi Phahonyothin 73
No.4
Time period Sep-14 Sep-14 Sep-14 Sep-14
Offering price 45,000 40,000 35,000 50,000
Adjustment
External factors
Sales term Offering price 0% Offering price 0% Offering price 0% Offering price 0%
Market condition Sep-14 0% Sep-14 0% Sep-14 0% Sep-14 0%
Internal
factors
Location Inferior 20% Inferior 20% Inferior 20% Superior -5%
Reputation of operator Superior -5% Superior -5% Superior -5% Inferior 5%
Public utilities Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Facilities Superior -5% Comparable 0% Comparable 0% Comparable 0%
Other impact (noise) Superior -5% Superior -5% Superior -5% Comparable 0%
Result of adjustment for internal factors 5.00% 10.00% 10.00% 0.00%
Adjusted value (Baht/sq.wah) 47,250 44,000 38,500 50,000
Market value 44,938 11,813 11,000 9,625 12,500
(Baht/sq.wah)
Net value 45,000
(Baht/sq.wah)
The independent appraiser appraised the land within Rasa Maxx Ville (Asset part 1) at Baht 45,000 per
sq.wah. equivalent to Baht 65,402,500.
For the buildings, the independent appraiser uses the Cost Approach starting with the calculation of
Replacement Cost, which the information was obtained from the Valuers Association of Thailand and review of the
construction schematics received from the Company, as well as information from contractors which are all
considered together to obtain the value according to the Cost Approach as follows:
Details Valuation as is (Baht) Valuation as 100% completed

(Baht)
148
Land 66,402,000 66,402,000

Buildings 54,121,600 54,415,000
Total value 120,520,000 120,820,000
Less : Bulk sale discount (15%) 18,078.000 18,123,000
Valuation of assets 102,442,000 102,697,000
Or equivalent to 102,400,000 102,700,000
For the Income Approach, the independent appraiser uses the Residual Technique which uses the
assumptions on the potential project development according to relevant regulations, physical potential, financial
appropriateness, to project the income of the completed project and deduct the direct and indirect development costs,
as well as incorporating the required rate of return and interest expenses. Therefore, the income after all the costs is
the valuation as is, whereby the independent appraiser has set the following assumptions:
Item Assumptions
1. Revenue
1.1 Selling price
Townhouse type A Baht 2,400,000 / unit
Townhouse type B Baht 2,550,000 / unit
Townhouse type C Baht 2,300,000 / unit
1.2 No. of units 217 units of 2 storey townhouses for which only 67 units are
considered in the appraisal as the ownership still belongs to the
Company
Townhouse type A 32 units (standard area of 19.5 sq.wah)
Townhouse type B 19 units (standard area of 22.5 sq.wah)
Townhouse type C 16 units (standard area of 18.8 sq.wah)
1.3 Additional land Baht 45,000 / sq.wah @ 123.3 sq.wah
1.4 Corner plots Baht 100,000 / unit @ 7 units
1.5 Inner plots Baht 30,000 / unit @ 13 units
2. Development cost Calculated only for remaining construction costs
Townhouse type A Construction cost Baht 815,000 / unit
Townhouse type B Construction cost Baht 821,000 / unit
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Item Assumptions
Townhouse type C Construction cost Baht 796,000 / unit
3. Expenses
Construction management and Baht 150,000
professional service
Project management expense Baht 300,000
Advertising and promotion expense 3% of total project revenue
Other expenses 1% of project cost
4. Taxes and fees
Transfer fee 1% of total project revenue
Specific business tax 3.3% of total project revenue
5. Gross profit margin (includes interest cost 15%
and risk premium)
The independent appraiser appraised 67 units of land with 2 storey townhouse based on the Residual
Technique at Baht 133,600,000.
The independent appraiser then consider and opine that the Income Approach by Residual Technique is the
appropriate method with the Market Approach being the method for verification, therefore the value of the appraised
assets is Baht 133,600,000.
Asset part 2
then uses the same adjustment grid as Asset part 1, therefore the independent appraiser valued the vacant land in Rasa
Maxx Ville at Baht 45,000 / sq.wah totaling to a value of Baht 2,965,500 or approximately Baht 3,000,000.
From the appraisal method of the independent appraiser as mentioned above, the Independent Financial
Advisor opine that the valuation based on Income Approach is most appropriate as it is the valuation method which
150
matches current objective of the project. Moreover, the assumptions for the appraisal of 67 units of land and 2 storey
townhouses in Rasa Maxx Ville is appropriate because:
The selling price is estimated based on the survey of projects in the vicinity as the appraised asset which
includes Pruksa Lite Lox Donmuang, The Colors (Don Muang Songprapa), Lio Townhome
(Phahonyothin Watcharaphol), and Home in Town (Phahonyothin 73)
For the development cost, the independent appraiser estimated from building schematics and contractor
costs and adjust the value of the assets based on the additional work.
After that, related costs are deducted such as professional fees, project management fees, advertising
expenses, taxes and fees to conclude the value of the appraised assets based on the Income Approach by
Residual Technique at Baht 133,600,000.
However, as at 31 December 2014, there are only 25 remaining units, therefore the Independent Financial
Advisor adjusted the appraised value based on the independent appraiser report to arrive at the value based on the
Cost Approach of Baht 37,151,375 and based on the Income Approach of Baht 47,750,535.
151
3. Appraisal of commercial units at The Lighthouse
Type of property : 2 commercial units with the area of approximately 5,861.45 sq.m.
Location : Units no. 8/299 and 8/300 at The Lighthouse, Charoen Nakhon, Klong Ton Sai,
Klong San, Bangkok
Title deed : 2 Title Deeds to units no. 8/299 and 8/300
Encumbrance : Mortgaged with Thanachart Bank Plc.
Appraisal date : 28 August 2014
The independent appraiser uses the Income Approach in which the independent appraiser considers the
ability of the asset to generate income and calculate the present value using Discount Cash Flow by calculating the
ability of the asset in generating income minus the operating and fixed costs to derive the net income of the asset
throughout the 10 year period and discount it to the present value. The details of the assumptions are as follows:
Comparable retail space in the same vicinity as the appraised asset
Project name Location Rental Rate and Service Occupancy Rate

Rate (Baht/sq.m./month)
Vue Lifestyle Mall Charoen Nakhon 400 1,000 50%
Sena Fest Charoen Nakhon 500 900 70%
The Up Naradhiwas Rajanagarindra Road 600 -1,200 50%
From the above information, the independent appraiser opine that the appraised asset (according to its
current condition) has similar average rental and service rate as the comparable retail space, therefore projecting the
rental and service rate at Baht 410 / sq.m. / month with 10% growth every 3 years.
152
Item Assumptions
1. Revenue
1.1 Retail revenue
Leasable area 3,491.83 sq.m.
Rental and service rate Baht 410 / sq.m. / month with 10% increase every 3 years
Occupancy rate 98% throughout the projection period
1.2 Other income
Car park income 5% of actual rental income with 3% increase per year
Utilities income 35% of actual rental income with 3% increase per year
2. Operating expense
Common area operating expense 1.5% of actual total income with 3% increase per year
Operating expense 5% of actual total income with 3% increase per year
Selling and marketing expense 1% of actual total income throughout the projection period
Utilities expense 20% of actual total income with 3% increase per year
Maintenance expense 2% of actual total income throughout the projection period
3. Fixed costs
Common area fee Baht 2,032,968 per year
Property tax 12.5% of 50% of rental income throughout the projection period
Insurance premium 2% of actual total income with 3% increase per year
4. Discount Rate 10%
5. Cap Rate 7%
6. Asset sale cost Asset assumed to be sold in year 11, therefore, the asset sale cost
are as follows:
Specific business tax 3.3%
Transfer fee 2%
Sale commission 1%
The independent appraiser appraised the 2 commercial units with the area of approximately 5,861.45 sq.m.
at unit no. 8/299 and 8/300 within The Lighthouse at Baht 182,600,000.
153
From the appraisal method of the independent appraiser as mentioned above, the independent Financial
matches current objective of the project. Moreover, the assumptions for the appraisal of 2 commercial units with the
area of approximately 5,861.45 sq.m. at unit No. 8/299 and 8/300 at The Lighthouse is appropriate because:
The rental and service rate is estimated based on the survey of projects in the vicinity as the appraised
asset which includes Vue Lifestyle Mall, Sena Fest and The Up.
The occupancy rate is based on the current occupancy rate of the project.
After that, related costs are deducted such as common area fee, property tax, insurance premium, etc. to
conclude the value of the appraised assets based on the Income Approach by Residual Technique at
Baht 182,600,000.
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4. Appraisal of land and building of Santiburi Beach Resort Golf and Spa
Type of property : Land and building of Santiburi Beach Resort Golf and Spa
Location : No. 12/12 Moo 1, Island Road (Route 4169), Mae Nam, Koh Samui District,
Surat Thani
Title deed : 11 title deeds including Title Deed No.1363, 4514, 4520, 4776, 4884, 4936,
4937,4980, 12134, 12135 and 12138
Ownership : Santiburi Co., Ltd.
Encumbrance : Mortgaged with Bangkok Bank Plc.
Appraisal date : 15 December 2014
The independent appraiser uses the Cost Approach and Income Approach by Residual Technique to appraise
as the appraisal method with the following assumptions:
Appraised assets currently are under renovation with total of 71 rooms

The independent appraiser has been informed by the Company that there will be additional
developments on partial unused land in which the independent appraiser considered the development
details such as layout, plans, building details, decoration, infrastructure, and other documents based on
the received information from the Company.
The independent appraiser received information on the estimated remaining cost for the renovation and
construction of additional buildings from the Company at Baht 467,424,206.
The timing of the additional development received from the Company are as follows:
o Renovation of 71 existing rooms will be completed by approximately February 2015.
o Renovation of Santiburi Spa (existing) into additional 2 rooms and the construction of 6 additional
pool villas will be completed by approximately April 2015.
o Construction of 10 additional pool villas will be completed by approximately December 2015.
155
For the Cost Approach, it is an appraisal method that calculates the construction cost or the replacement cost
of assets with similar characteristics and functions deducted by the accumulated depreciation to reflect the opinion on
the physical and functional degradation, and obsoleteness of the appraised assets.
appraise the assets and compare with the previous transacted price and/or the current offering price of assets with
similar characteristics as the appraised asset. The independent appraiser may adjust the appraisal value based on
various factors such as location, timing of transaction, function, term of payment, land shape, etc. The independent
appraiser then uses the adjustment grid as follows:
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Asset type Vacant land Vacant land Vacant land Vacant land Vacant land
Location On Robkoh Road (TorLor. On Robkoh Road Adjacent to private Adjacent to private On Bophut Beach-
4169) and Mae-Num Beach (TorLor. 4169) and road and Mae-Num road and Bophut Plaay leam Beach
Mae-Num Beach Beach Beach Road(TorLor 4171)
and Bangrak Beach
Land area 56-3-93.7 19-0-00.0 9-0-00.0 12-0-00.0 11-2-28.0
(Rai-Ngan-
sq.wah)
Time period Feb-14 Feb-14 Feb-14 Feb-14
Offering 50,000 50,000 62,500 47,536
price
Adjustment
External
factors
Sales term Offering -5% Offering -5% Offering - Offering -5%
price price price 10% price
Market condition Feb-14 0% Feb-14 0% Feb-14 0% Feb-14 0%
Internal
factors
Location Inferior 25% Inferior 25% Inferior 25% Inferior 30%
Land size Superior - Superior - Superior - Superior -
15% 20% 20% 20%
Land shape Inferior 20% Inferior 20% Inferior 20% Inferior 20%
Access road Comparable 0% Inferior 10% Inferior 10% Comparable 0%
Environment Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Legal restrictions Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Physical condition Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Result of adjustment for internal factors 30% 35% 35% 30%
Market value 65,133 15,438 16,033 18,985 14,678
(Baht/sq.wah)
Net value 65,000
(Baht/sq.wah)
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The independent appraiser appraised the land of Santiburi Beach Resort Golf and Spa at Baht 65,000 per
sq.wah. equaling to Baht 1,481,590,500 or approximately 1,482,000,000.
For the buildings, the independent appraiser uses the Cost Approach starting with the calculation of
construction schematics received from the Company, as well as information from contractors which are all
considered together to obtain the value according to the Cost Approach as follows:
Details Valuation as is (Baht)

Land 1,482,000,000
Buildings and other structures 356,000,000
Buildings and other structures (under construction) 30,000,000
Total value 1,868,000,000
The independent appraiser uses the Income Approach as the valuation method as the appraised assets is a
hotel and calculate the present value using Discount Cash Flow by calculating the ability of the asset in generating
income minus the operating and fixed costs to derive the net income of the asset throughout the 10 year period and
discount it to the present value. However, there are some unused land with the area of 4-0-75.2 Rais, the valuation is
based on the sum of the Income Approach and the value of unused land with the following assumptions:
Hotels with similar characteristics as the appraised asset are as follows:
Hotel name Location No. of Average room Occupancy

rooms rate rate
(Baht/room/night)
W Retreat Koh Samui Mae Nam Beach 39 13,900 70%
Sala Samui Resort & Spa Choeng Mon Beach 61 7,300 88%
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Six Senses Samui Choeng Mon Beach 53 11,800 65%

Le Mridien Koh Samui Resort & Spa Lamai Beach 69 5,800 75%
From the above information, the average occupancy rate is approximately 65% 88% and the average room
rate is Baht 5,800 13,900 / room / night. Considering Santiburi Beach Resort Golf and Spa between January to
September 2014, the average occupancy rate is 62% and the average room rate is Baht 11,300 / room / night which is
in the same level as the comparable hotels, therefore, the independent appraiser estimates the average occupancy rate
and average room rate as follows:
Item Assumptions
1. Revenue
1.1 Room revenue
Average room rate Year 1 Baht 12,000 /room/night
(Baht/room/night) Year 2 and 3 increase10% per year
Year 4 increase 7% per year
After which assume constant throughout the projection period
Occupancy rate 80% constant throughout the projection period
1.2 Food and beverages revenue 30% of total room revenue
1.3 Santiburi spa revenue Year 1 - 4.50% of total room revenue and from year 2 onwards
4% of total room revenue
1.2 Other revenue Year 1 - 3.50% of total room revenue and from year 2 onwards
3% of total room revenue
2. Cost of sale
Rooms 14% of total room revenue throughout the projection period
Food and beverages 65% of total room revenue throughout the projection period
Santiburi spa 40% of total spa revenue throughout the projection period
Others Year 1 100% of other revenue
Year 2 95% of other revenue
Year 3 onwards - 90% of other revenue
3. Operating expenses
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Item Assumptions
Admin & General Expenses Year 1 10% of total revenue
Year 2 8% of total revenue
After which assume 3% increase according to inflation throughout
the projection period
Sales & Marketing Expenses Year 1 8% of total revenue
Year 2 7% of total revenue
Utilities 5% of total revenue throughout the projection period
Property Operation & Year 1 - 6% of total revenue
Maintenance Year 2 - 5% of total revenue
4. Fixed expenses
Property Insurance Premium Year 1 and 2 - 0.5% after which assume 3% increase according to
inflation throughout the projection period
Property Tax 0.5% of total room revenue throughout the projection period
Provincial Tax 0.4% of total room revenue throughout the projection period
5. Renovation reserve 2% of total revenue throughout the projection period
6. Cost of renovation and additional Baht 467,424,206 of which Baht 202,000,000 is used and Baht
development 265,424,206 remaining
8. Unused land 4-0-75.2 Rais at Baht 65,000 per sq.wah. equal to Baht
108,888,000
The independent appraiser appraised Santiburi Beach Resort Golf and Spa based on the Residual Technique
at Baht 2,778,000,000.
The independent appraiser then consider and opine that the Income Approach by Residual Technique is the
appropriate method with the Market Approach being the method for verification, therefore the value of the appraised
assets is Baht 2,778,000,000.
160
matches current objective of the project. Moreover, the assumptions for the appraisal of Santiburi Beach Resort and
Spa is appropriate because:
The average room rate and occupancy rate is estimated based on the survey of hotels in the vicinity as
the appraised asset which includes W Retreat Koh Samui, Sala Samui Resort & Spa, Six Senses Samui,
Le Mridien Koh Samui Resort & Spa along with the financial statements from January 2014 to
September 2014.
Information on renovation and additional construction cost is from the Company.
After that, related costs and expenses are deducted based on the historical financial statement and hotel
industry data to conclude the value of the appraised assets based on the Income Approach by Residual
Technique at Baht 2,778,000,000.
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5. Appraisal of land and building of Outrigger Phi Phi Village Beach Resort and Spa
Type of property : Land with building and other structures of Outrigger Phi Phi Village Beach
Resort and Spa
Location : No. 49 Moo 8 Loh Bay, Bagao, Northeast of Phi Phi Don Island, Ao Nang,
Muang Krabi, Krabi
Title deed : 15 Title Deeds No. 42786 89, 52651 52 and Nor. Sor. 3 Kor. No. 879, 1126,
2162 63 and 2273 77
Remark : Part of Title Deed No. 42788 and Nor. Sor. 3 Kor. No. 879 and 2275
has servitude for walkway, road, electricity, waterworks, and infrastructures to
Nor.Sor. 3 Kor No. 2306
Ownership : MFC Amazing A-la Andaman Property Fund
Remark : According to the appraisal report, at the appraisal date, the asset was
under the lease agreement between MFC Amazing A-la Andaman Property Fund
(Lessor) and PhiPhi Village Asset Management Co., Ltd. (Lessee) to operate the
hotel business under a 15 year lease starting 3 November 2011 until 2 November
2026, with the remaining lease of 12 years and 18 days.
Encumbrance : No encumbrance
Appraisal date : 15 October 2014
Objective : For accounting, loan application, public purpose and for the evaluation of the
transaction according to the Office of the Securities and Exchange Commission
(SEC)
Independent Appraiser : American Appraisal (Thailand) Co., Ltd.
The independent appraiser uses the Replacement Cost and Income Approach as the valuation method.
For the Replacement Cost, the appraisal is based on the replacement cost of the asset deducted by the
depreciation from physical degradation, functional degradation, and degradation based on outside factors or economic
162
factors. The replacement cost means the estimated amount of money used to replace the appraised assets with new
asset with improved technology and equipment to get the same usage ability and efficiency.
appraise the assets and compare with the previous transacted price of assets with similar characteristics as the
appraised asset and in similar location, The independent appraiser also considers the highest and best use of the land,
its shape, features and quality, as well as timing, and adjust for these differences as follows:
The independent appraiser appraised the value of land at Outrigger Phi Phi Village Beach Resort and Spa at
Baht 27,500 per sq.wah. equivalent to Baht 1,837,055,000 or approximately Baht 1,837,000,000.
For the buildings, the independent appraiser uses the Unit-in-place Method to obtain the Replacement Cost
by which the independent appraiser estimated the cost by units such as pilings, foundations, columns, beams, floors,
ceilings, inside and outside walls, doors, windows, etc. by factoring in the current costs of the materials, labor costs,
equipment, operation expenses, profits, and other fees. The independent appraiser then conclude the value and
follows:

property Data 1 Data 2 Data 3
Asset type Land and resort Vacant land Vacant land Land and resort
Location Loh Bagao Bay, Loh Moodee Bay, Southeast Loh Moodee Bay, Southeast Yao Bay, South direction of
Northeast direction of direction of Phi Phi Don direction of Phi Phi Don Phi Phi Don Island
Phi Phi Don Island Island Island
Land area (Rai) 167.005 98.445 17 21.925
Time period Oct-14 Oct-14 Oct-14
Offering price 30,000 20,000 20,000
Base adjustment
Transaction type Offering price -10% Offering price -10% Offering price -10%
Selling date Oct-14 0% Oct-14 0% Oct-14 0%
Adjusted price 27,000 18,000 18,000
General adjustment
Location Comparable 0% Inferior 50% Inferior 50%
Land size Superior -10% Superior -25% Superior -25%
Ground level Comparable 0% Comparable 0% Comparable 0%
Land shape / width Inferior 10% Inferior 30% Inferior 30%
163
Utilities Comparable 0% Comparable 0% Comparable 0%
Restriction from city planning Comparable 0% Comparable 0% Comparable 0%
Result of general adjustment 0% 55% 55%
Adjusted value (Baht/sq.wah) 27,000 27,900 27,900
Weighting 40% 30% 30%
Market value 27,540 10,800 8,370 8,370
(Baht/sq.wah)
Net value 27,500
(Baht/sq.wah)
164
Summary of assets by replacement cost
Replacement cost (Baht) Market value (Baht)

Land 1,837,000,000 1,837,000,000
Building 398,200,000 264,900,000
Accompanying structures 47,700,000 22,200,000
Building equipment 69,905,000 37,133,000
Furniture and decoration 6,927,082 6,927,082
Office equipment 16,288,230 16,288,230
Electrical equipment 18,546,902 18,546,902
Room equipment 9,246,657 9,246,657
Kitchen and food outlet equipment 8,663,338 8,663,338
Scuba equipment 2,890,465 2,890,465
General equipment 19,284,854 19,284,854
Massage equipment 550,213 550,213
Equipment 1,171,504 1,171,504
Total value 2,436,374,245 2,244,802,245
Rounding 2,436,000,000 2,245,000,000
Remark : Based on book value as at 1 November 2011 obtained from Phi Phi Island Village Co., Ltd.
For the Income Approach, it is the conversion of future benefits to the present value, of which the benefit
can be certainly identified as being based from the apprised assets. This method is appropriate for the valuation of
investments and general assets which can be rented in the market. The independent appraiser has set the following
assumptions:
Item Assumptions
1. Revenue
1.1 Room revenue
No. of rooms 16 Oct 31 Dec 2014 and 2015 - 156 rooms
and 236 rooms thereafter
Occupancy rate 16 Oct 31 Dec 2014 - 85.5%
Year 2015 - 83.0%
165
Item Assumptions
Year 2016 and 2017 - 77.0%
Year 2018 and 2019 - 80.0%
Average room rate 16 Oct 31 Dec 2014 - Baht 4,958 /room/night
(Baht/room/night) Year 2015 increase 3%
Year 2016 2018 increase 5% per year
1.2 Food and beverage revenue 16 Oct 31 Dec 2014 - 44.8% of room revenue
From year 2015 onwards - 50.1% of room revenue
1.3 Other department revenue 16 Oct 31 Dec 2014 - 35.4% of room revenue
1.4 Rental and other revenue 16 Oct 31 Dec 2014 - 1.4% of room revenue
From year 2015 onwards- 1.6% of room revenue
2. Costs of sale
Room cost 16 Oct 31 Dec 2014 - 15.5% of room revenue
Food and beverage 16 Oct 31 Dec 2014 - 58.3% of food and beverage revenue
From year 2015 onwards - 54.7% of food and beverage revenue
Other departments 16 Oct 31 Dec 2014 - 75.2% of other department revenue
From year 2015 onwards - 69.2% of other department revenue
Rental and other revenue 16 Oct 31 Dec 2014 - 32.6% of rental and other revenue
Year 2015 onwards - 19.0% of rental and other revenue
3. Operating expenses
Administrative expenses 16 Oct 31 Dec 2014 - Baht 9.3 million
Year 2015 - Baht 38.8 million
From year 2016 onwards 3% increase per year
Marketing and selling expenses 16 Oct 31 Dec 2014 - Baht 2.1 million
Maintenance expenses 16 Oct 31 Dec 2014 - Baht 7.8 million
166
Item Assumptions
Utilities expenses 16 Oct 31 Dec 2014 - Baht 2.6 million
4. Management fee 16 Oct 31 Dec 2014 and 2015 - 3% of total revenue
Year 2016 - 4.0% of total revenue
Year 2017 onwards - 5.0% of total revenue
5. Fixed expenses
Sale office rental 16 Oct 31 Dec 2014 - Baht 0.25 million
Year 2016 - 2018 5% increase per year
Year 2019 onwards 3% increase per year
Property tax 16 Oct 31 Dec 2014 - 0.1% of total revenue
From year 2015 onwards 0.08% of total revenue
Insurance premium 16 Oct 31 Dec 2014 - Baht 0.48 million
From year 2016 onwards 3% per year
Other expenses 16 Oct 31 Dec 2014 - Baht 0.057 million
5. Renovation reserve 3% of total revenue throughout the projection period
6. Renovation budget Year 2015 construction of 80 additional rooms at Baht
200,000,000
Year 2016 and 2017 renovation of 112 existing rooms at Baht
120,120,000
7. Discount rate 12%
The independent appraiser appraised Outrigger Phi Phi Village Beach Resort and Spa based on the Income
Approach at Baht 3,132,000,000.
167
The independent appraiser then consider and opine that the Income Approach should be the only appropriate
method as the appraised asset is an income generating asset, therefore the Income Approach will reflect the
appropriate value of the asset. The independent appraiser then conclude the appraisal value at Baht 3,132,000,000.
The independent appraiser will use Market Approach which the independent appraiser will survey the
market prices of assets located nearby the appraised asset for comparison, and will then adjust for appropriate price
and timing factor. The independent appraiser will assign Weighted Quality Score (WQS) for the factors such as
location / land plot position, land size and shape, land level, utility systems, main road, land usage for maximum
benefit, growth trend, and legal constraint. After adjustment for WQS, the independent appraiser will then adjust for
significance of comparable data to derive at the market value of appraised asset at Baht 27,000 per sq.wah totaling to
a value of Baht 1,837,000,000 and Baht 2,245,000,000 when combined with value of the building
matches current objective of the project. Moreover, the assumptions for the appraisal of Outrigger Phi Phi Village
Beach Resort and Spa is appropriate because:
The average room rate, occupancy rate, and other income is estimated based on the information received
from the Company from 2012 to August 2014.
The cost of sale is estimated based on the information received from the Company from 2012 to August
2014.
Information on renovation and additional construction cost is from the Company.
After that, related costs and expenses are deducted to conclude the value of the appraised assets based
on the Income Approach by Residual Technique at Baht 3,132,000,000.
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6. Appraisal of vacant land on Asoke Montri Road
Type of property : Vacant land with area of 2 Rais 2 Ngan 63 sq.wah
Location : On Asoke Montri Road, Klong Toei Nua, Wattana, Bangkok
Title Deed : Title deed No. 2653, 2654, 2655, and 8113
Ownership : Title deed No. 2653 55 totaling 3 title deeds Bhiromphat Co., Ltd.
Title deed No. 8113 Mrs. Pawinee Padungcheewit
Encumbrance : None
Appraisal Date : 5 February 2015
Independent appraiser : Grand Asset Advisory Co., Ltd.
The independent appraiser uses the Market Approach by which the independent appraiser has surveyed
market prices of assets located nearby the appraised asset for comparison considering various factors including
benefit, growth trend, and legal constraint. The independent appraiser will then derive at appraisal value by assigning
adjust Weighted Quality Score as follows:
Item Unit Appraised Comparative data

Asset type Vacant land Vacant land Vacant land Vacant land
Location On Asoke Montri On New Petchburi Soi Sukhumvit Soi Sukhumvit
Road Road 23 23
Land size sq.wah 1,063.00 1,338.50 401 1,017.00
Offering price / sales and purchase Baht/sq.wah - 713,767 800,000 910,178
price
Expected sellable price Baht/sq.wah - - 600,000 -
Transaction date - 2011 Offering Price 2015
Timing factor - 20% - 20%
Price before WQS adjustment Baht/sq.wah - 856,520 600,000 1,092,214
169
Factors Weight Appraised Comparative data
Factor property Data 2 Data 5 Data 9
Location / position 20% 9 8 7 9
Environment 20% 9 8 8 9
Size and shape 10% 8 8 7 8
Land level 10% 8 8 8 8
Public utilities 10% 8 8 8 8
Main road 10% 8 8 7 7
Land usage for maximum benefit 10% 8 9 7 9
Growth trend 5% 8 8 8 9
Legal constraint 5% 8 8 8 8
Weighted score 100% 840 810 750 845
Addition/Subtraction compared to 0% 4% 12% -1%
asset
Price adjusted for WQS Baht/sq.wah 888,243 672,000 1,085,751
Significance of comparables 38% 14% 58%
Adjusted price Baht/sq.wah 952,773 337,532 94,080 521,160
Appraisal value of appraised asset Approximately Baht 950,000 per sq.wah
The independent appraiser appraised the value of vacant land on Asoke Montri Road at Baht 950,000 per
sq.wah totaling to a value of Baht 1,009,850,000.
Advisor opines that the valuation based on Residual Method is more appropriate since such method of appraisal is
based on purpose and usage of assets by the Company in the future. However, although this appraisal report applies
Market Approach appraisal method only, the Independent Financial Advisor opines that the value is acceptable. This
is because, in such method, the independent appraiser will survey the market prices of assets located nearby the
appraised asset for comparison, and will then adjust for appropriate price and timing factor. The independent
appraiser will assign Weighted Quality Score (WQS) for the factors such as location / land plot position, land size
and shape, land level, utility systems, main road, land usage for maximum benefit, growth trend, and legal constraint.
After adjustment for WQS, the independent appraiser will then adjust for significance of comparable data to derive at
the market value of appraised asset at Baht 950,000 per sq.wah totaling to a value of Baht 1,009,850,000.
170
7. Appraisal of vacant land on Ramintra Road
Type of property : Vacant land with the area of 13-2-72.1 Rais
Location : Beside Rimintra Road, Anusawari, Bang Khen, Bangkok
Title deed : Title Deed No. 191129, 217778, 217779 and 218155
Encumbrance : Mortgaged with Krungthai Bank Plc.
Independent Appraiser : 15 Business Advisory Co., Ltd.
The independent appraiser uses the Market Approach and Income Approach by Residual Technique to
appraise as the appraisal method.
For the Market Approach, the independent appraiser appraise the assets by comparing with the previous
transacted price and/or the current offering price of assets with similar characteristics as the appraised asset. The
independent appraiser may adjust the appraisal value based on various factors such as location, timing of transaction,
function, term of payment, land shape, etc. The independent appraiser then appraise the asset by using the Adjustment
Grid as follows:

Location On Ramintra Road On Ramintra Road On Chaengwattana On Ramintra Road On Ramintra Road
Road
Land area 13-2-72.1 35-0-13.0 2-3-26.0 13-2-13.0 8-0-00.0
(Rai-Ngan-
sq.wah)
Time period Dec-14 Dec-14 Dec-14 Dec-14
Offering 120,000 140,000 120,000 80,000
price
Adjustment
External
171
factors
Sales term Offering -10% Offering -10% Offering -10% Offering -10%
price price price price
Market condition Dec-14 0% Dec-14 0% Dec-14 0% Dec-14 0%
Internal
factors
Location Inferior 5% Inferior 5% Inferior 5% Inferior 10%
Land size Inferior 10% Superior -30% Comparable 0% Comparable 0%
Land shape Superior -5% Superior -5% Superior -5% Superior -5%
Access road Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Result of adjustment for internal 10% -30% 0% 5%
factors
Market value 97,650 29,700 22,050 27,000 18,900
(Baht/sq.wah)
Net value 100,000
(Baht/sq.wah)
The independent appraiser appraised the vacant land on Ramintra Road based on the Residual Technique
Baht 100,000 per sq.wah. equivalent to Baht 547,210,000 or approximately Baht 547,200,000.
The independent appraiser considered the location of the asset, potential for development, along with the
survey of the market condition on the area and found that most of the developments are residential projects, therefore,
the independent appraiser set the assumption that the development will be a condominium project with the following
details
172
Item Assumptions
1. Type of project
1.1 Project details Condominium with 1,185 units
Area 35.0 sq.m. / unit
Infrastructures include swimming pool, fitness, garden, and
security according to normal projects
1.2 Development area
Total land area 21,888.40 sq.wah. (13-2-72.1 Rais)
Construction area (FAR 3:1) 65,665.20 sq.m. (100%)
Salable area 42,682.00 sq.m. (65%)
Infrastructure and common area 22,983.20 sq.m. (35%)
1.3 Construction time 4 years
2. Project revenue
2.1 Selling price Year 1 Baht 60,000 / sq.m. with 3% increase per year
2.2 Selling plan Year 1 40% of salable area / Year 2 - 30% of salable area /
Year 3 20% of salable area / Year 4 10% of salable area
3. Development cost
Construction cost (usable area Baht 919,312,800 (Baht 14,000 / sq.m.)
65,665.20 sq.m.) Year 1 - 40% of construction cost
Year 2 - 50% of construction cost
Year 3 - 10% of construction cost
Built-in furniture cost Baht 85,364,000 (Baht 2,000 / sq.m.)
Landscape cost Baht 13,680,250 (Baht 1,000,000 / Rai)
4. Project expenses
Professional and construction 1.50% of development cost
management fee
Administrative expense 1.20% of development cost
Advertising and promotion expense 2.00% of project revenue
Commission fee 3.00% of project revenue
Title deed separation expense Baht 4,000 / unit (total 1,406 units)
173
Item Assumptions
Other expenses 1.00% of development cost
EIA expense Baht 1,500,000
5. Taxes and transfer fee
Transfer fee 1.00% of project revenue
Special business tax 3.30% of project revenue
6. Profit and risk factor 30.00% of project revenue
7. Discount Rate 3.00% (average inflation rate)
The independent appraiser appraised vacant land on Ramintra Road based on the Residual Technique at
Baht 620,000,000.
The independent appraiser then consider and opine that the Market Approach is the appropriate method and
the Income Approach by Residual Technique is the method for verification, therefore the value of the appraised
assets is Baht 547,200,000.
174
matches future objective of the project. Moreover, the assumptions for the appraisal of vacant land on Ramintra Road
is appropriate because:
The independent appraiser considered the location of the asset, potential for development, along with
the survey of the market condition on the area and found that most of the developments are residential
projects.
The selling price is based on the survey of projects in the vicinity including Lumpini Condo Town
Ramintra - Lak Si, Lumpini Condo Town Lat Pla Khao, Lumpini Condo Town Ramintra - Nawamin,
The Trend Khu Bon and Dcondo Ramintra.
Development cost and project expenses based on standard project development.
The appraised value based on Income Approach by Residual Technique is Baht 620,000,000.
175
8. Appraisal of vacant land on Rattanathibet Road (TorLor.302)
Type of property : Vacant land with area of 4 Rais 1 Ngan 94.8 sq.wah
Location : On Rattanathibet Road (TorLor. 302, Bangrakyai, Bangbuathong, Nonthaburi
Title Deed : Title deed No. 1930, 28508, 28509 and 43102
Encumbrance : None
Appraisal Date : 4 February 2015
Independent appraiser : Grand Asset Advisory Co., Ltd.
The independent appraiser uses the Market Approach by which the independent appraiser has surveyed
market prices of assets located nearby the appraised asset for comparison considering various factors including
benefit, growth trend, and legal constraint. The independent appraiser will then derive at appraisal value by assigning
adjust Weighted Quality Score as follows:
Item Unit Appraised Comparative data

Location On Rattanathibet On Rattanathibet On Rattanathibet On Rattanathibet
Road Road Road Road
Land size sq. wah 1,794.80 1,065.00 1,534.00 3,800
Offering price Baht/sq.wah - 180,000 200,000 180,000
Expected sellable price Baht/sq.wah - 170,000 190,000 165,000
Price before WQS Baht/sq.wah - 170,000 190,000 165,000
adjustment
Factors Weight Appraised Comparative data

Factor property Data 1 Data 2 Data 5
Location / position 20% 9 6 6 6
Environment 20% 7 7 8 7
Size and shape 10% 9 6 7 5
176
Land level 10% 7 7 7 7
Public utilities 10% 9 7 7 7
Main road 10% 8 8 8 8
Land usage for maximum benefit 10% 8 8 8 8
Growth trend 5% 8 8 8 8
Legal constraint 5% 8 8 8 8
Weighted score 100% 850 685 705 670
Addition/Subtraction compared to asset 0% 24% 21% 27%
Price adjusted for WQS Baht/sq.wah 210,949 229,078 209,328
Significance of comparables 33.16% 35.20% 31.63%
Adjusted price Baht/sq.wah 216,818 69,958 80,645 66,216
Appraisal value of appraised asset Approximately Baht 220,000 per sq. wah
The independent appraiser appraised the value of vacant land on Rattanathibet Road (TorLor.302) at Baht
220,000 per sq.wah totaling to a value of Baht 394,860,000.
the market value of appraised asset at Baht 220,000 per sq.wah totaling to a value of Baht 394,860,000.
177
9. Appraisal of vacant land on Praditmanudharma Road
Location : Beside Praditmanudharma Road, Nuanchan, Bueng Kum, Bangkok
Title deed : Title Deed No. 15352, 27416 and 27417
Ownership : Max Future Co., Ltd.
Encumbrance : No encumbrance
Independent Appraiser : 15 Business Advisory Co., Ltd.
The independent appraiser uses the Market Approach and Income Approach by Residual Technique to
appraise as the appraisal method.
For the Market Approach, the independent appraiser appraise the assets by comparing with the previous
independent appraiser may adjust the appraisal value based on various factors such as location, timing of transaction,
function, term of payment, land shape, etc. The independent appraiser then appraise the asset by using the Adjustment
Grid as follows:

Location Praditmanudharma Praditmanudharma Praditmanudharma Praditmanudharma Praditmanudharma Road
Road Road Road Road
Land area 30-2-08.4 2-0-00.0 8-3-20.0 7-2-93.0 4-0-00.0
(Rai-Ngan-
sq.wah)
Time period Dec-14 Dec-14 Dec-14 Sold and purchased in 2011
Offering 160,000 124,000 130,000 -
price
Sales and purchase price - - - 120,000
Adjustment
178
External
factors
Sales term Offering -5% Offering -5% Offering -5% Sales and purchase 0%
price price price price
Market Dec-14 0% Dec-14 0% Dec-14 0% 2011 15%
condition
Internal
factors
Location Comparable 0% Inferior 10% Comparable 0% Comparable 0%
30% 15% 15% 20%
Land shape Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Environment Comparable 0% Comparable 0% Comparable 0% Superior -5%
Legal Comparable 0% Comparable 0% Comparable 0% Superior -5%
restrictions
Physical Comparable 0% Comparable 0% Comparable 0% Comparable 0%
condition
Result of adjustment for internal -30% -5% -15% -30%
factors
Reliability 25% 25% 25% 25%
weighting
Market value 104,973 26,600 27,978 26,245 24,150
(Baht/sq.wah)
Net value 105,000
(Baht/sq.wah)
The independent appraiser appraised the vacant land on Praditmanudharma Road based on the Residual
Technique Baht 105,000 per sq.wah. equivalent to Baht 1,281,882,000 or approximately Baht 1,282,000,000.
179
The independent appraiser considered the location of the asset, potential for development, along with the
survey of the market condition on the area and found that most of the developments are 2 storey single detached
house with average usable area of 700 sq.m., standard land area of 325.0 sq.wah. and estimated selling price of Baht
97,000,000 per unit, therefore, the independent appraiser set the assumption as follows:
Item Assumptions
1. Type of project
1.1 Project details Buildings consist of 25 units of 2 storey single detached house
with usable area of 700.00 sq.m. on a standard land area of 323.9
sq.wah. The infrastructure includes club house, garden, CCTV,
and security (24 hours)
1.2 Development area
Total land area 30-2-08.4 Rais (or 12,208.4 sq.wah.) (100%)
Salable area 20-1-00.0 Rais (or 8,100.0 sq.wah.) (66%)
Infrastructure and common area 10-1-08.4 Rais (or 4,108.4 sq.wah.) (34%)
1.3 Construction time 1 year
2. Project revenue
2.1 No. of units 25 units
2.2 Selling price Baht 97,000,000 / unit
3. Development cost
Construction cost Baht 16,800,000 / unit (Baht 24,000 / sq.m.)
Land filling Baht 400,000 / Rai (approximately 0.50 1.00 meters)
Infrastructures Baht 2,000,000 / Rai
4. Project expenses
Professional and construction 1.00% of development cost
management fee
Administrative expense 1.50% of development cost
Advertising and promotion expense 3.00% of project revenue
Title deed separation expense Baht 10,000 / plot (total 25 plots)
Other expenses 1.00% of development cost
5. Taxes and transfer fee
180
Item Assumptions
Transfer fee 1.00% of revenue each year
Special business tax 3.30% of revenue each year
6. Profit and risk factor 25.00% of project revenue
The independent appraiser appraised vacant land on Praditmanudharma Road based on the Residual
Technique at Baht 1,252,000,000.
The independent appraiser then consider and opine that the Market Approach is the appropriate method and
the Income Approach by Residual Technique is the method for verification, therefore the value of the appraised
assets is Baht 1,282,000,000.
matches future objective of the project. Moreover, the assumptions for the appraisal of vacant land on
Praditmanudharma Road is appropriate because:
The independent appraiser considered the location of the asset, potential for development, along with
the survey of the market condition on the area and found that most of the developments are 2 storey
single detached house.
The selling price is based on the survey of projects in the vicinity including Grand Crystal, Laddarom
Ekkamai-Raimintra, The Royal Residence and 99 Residence Rama 9.
Development cost and project expenses based on standard project development.
The appraised value based on Income Approach by Residual Technique is Baht 1,252,000,000.
181
10. Appraisal of vacant land on New Petchburi Road and Asoke Montri Road
Type of property : Vacant land 11-1-24.0 Rais
Location : On New Petchburi Road and Asoke Montri Road, Bangkapi, Huaykwang,
Bangkok
Title deed : Title Deed No. 4762, 4763, and 4852
Ownership : Singha Property Development Co., Ltd.
Encumbrance : None
Appraisal Date : 8 December 2014
The independent appraiser uses Market Approach and Income Approach with Residual Technique as the
valuation method.
For the Market Approach, the independent appraiser will appraise the assets by analyzing previous
transacted price and/or the current offering price of assets of assets with similar characteristics and utility as the
appraised asset. The independent appraiser may adjust the appraisal value based on various factors such as location,
timing of transaction, function, term of payment, land shape, etc. The independent appraiser then uses the adjustment
grid as follows:
182
Asset type Vacant land Land and building Vacant land Vacant land Vacant land
Location On New Petchburi Sukhumvit Soi 3 On Sukhumvit Road and Sukhumvit Soi 11 In Sukhumvit Soi 15 and
Road and Asoke Sukhumvit Soi 6 Sukhumvit Soi 19
Montri Road
Land area 11-1-24.0 2-0-44.0 3-1-69.8 1-2-01.0 5-1-23.0
(Rai-Ngan-
sq.wah)
Time period Dec-14 Sold and purchased in Sold and purchased in Sold and purchased in
2014 2014 2014
Offering 1,421,801 - - -
price
Sales and purchase price - 1,700,000 965,058 858,220
Adjustment
External factors
Sales term Offering - Sales and 0% Sales and 0% Sales and 0%
price 10% purchase price purchase price purchase price
Market condition Dec-14 0% 2014 0% 2014 0% 2014 0%
Price adjusted for external factors 1,279,621 1,700,000 965,058 858,220
Internal
factors
Location Superior - Superior - Superior - Superior -
10% 25% 10% 10%
15% 15% 15% 10%
Development potential Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Result of adjustment for internal -25% -40% -25% -20%
factors
Adjusted value (Baht/sq.wah) 959,720 1,020,000 723,790 686,580
Market value 847,523 239,930 255,000 180,948 171,645
(Baht/sq.wah)
Net value 850,000
(Baht/sq.wah)
183
The independent appraiser appraised the value of vacant land on New Petchburi Road and Asoke Montri
Road at Baht 850,000 per sq.wah totaling to a value of Baht 3,845,400,000 or approximately Baht 3,845,000,000.
For the Income Approach with Residual Technique, the method assumes future land development as
permitted by law, physical and financial suitability, and project the income from completely developed residential
project less the project development cost incurred directly and indirectly, as well as factoring in the rate of return of
the developer and interest paid. As a result, income after all expenses is a residual value. The independent appraiser
has set the following assumptions:
The independent appraiser has considered location, development potential of the asset, together with the
survey of market condition of surrounding assets, and found that most of developments are in form of condominium
project. As a result, the independent appraiser assumes that appraised asset will be developed into a condominium
project with details as follows:
Item Assumptions
1. Project details
1.1 Project type Condominium project with 1,406 units
Unit area of 45.0 150.0 sq.m. per unit
Utility systems include swimming pool, fitness center, rest
garden, security system as found in ordinary project
1.2 Area development ratio
Total land area 4,524.0 sq.wah (11-1-24.0 Rais)
Building area (FAR 8:1) 144,768.0 sq.m (equivalent to 100%)
Sellable area 86,860.8 sq.m (equivalent to 60%)
Utility and common area 57,907.2 sq.m (equivalent to 40%)
1.3 Construction period 3 years
2. Project income
2.1 Sale price Baht 153,000 per sq.m. with 5% growth per year afterward
2.2 Sales plan 70% of total sellable area in 1st year, 20% of sellable area in 2nd
year, and 10% of sellable area in 3rd year
3. Project development costs
Construction cost (total usable area Baht 4,198,272,000 (Baht 29,000 per sq.m.)
184
Item Assumptions
of 144,768.00 sq.m.) 50% of total construction cost in 1st year
50% of total construction cost in 2nd year
Built-in furniture decoration cost Baht 260,582,400 (Baht 3,000 per sq.m.)
Land scape renovation cost Baht 22,620,000 (Baht 2,000,000 per Rai)
4. Project costs
Professional and construction 1.00% of total project development cost
management fee
Project management fee 1.50% of total project development cost
Selling and marketing expense 2.00% of total project revenue
Commission fee 3.00% of total project revenue
Title deed division fee Baht 5,000 per unit (totaling 1,406 units)
Other expenses 1.50% of total project development cost
EIA report fee Baht 3,000,000
5. Taxes and fee charged by government
agencies
Transfer fee 1.00% of total project revenue
Specific business tax 3.30% of total project revenue
6. Profit and risk premium 30.00% of total project revenue
7. Discount Rate 3.00% (based on average inflation rate)
The independent appraiser appraised the value of the vacant land on New Petchburi Road and Asoke Montri
Road using the Residual Technique at approximately Baht 3,915,000,000
The independent appraiser then considered and opined that the Residual Method be used as main appraisal
method and Income Approach with Residual Technique be used as a method for appraisal value verification. As a
result, market value of the appraised asset is Baht 3,845,000,000.
185
Advisor opines that the valuation based on Income Approach is appropriate since such method of appraisal is based
on purpose and usage of assets by the Company in the future. Moreover, the assumptions used for the appraisal of
vacant land on New Petchburi Road and Asoke Montri Road are appropriate since:
The independent appraiser has considered location, development potential and surveyed market
condition of surrounding assets, and found that most of developments are in form of condominium
project
include Q Condo (Asoke-Petchburi), Rhythm Asoke, Circle 2 Living Prototype, and Circle Sukhumvit
11
Project development costs and project costs are estimated based on normal standard for project
development
The valuation of the appraised asset based Income Approach with Residual Technique is Baht
3,915,000,000
186
11. Appraisal of vacant land on Watcharaphol Road
Type of property : Vacant land with area of 1-2-9.2 Rais
Location : On Watcharaphol Road, Klong Thanon, Saimai, Bangkok
Title Deed : Title deed No. 11838
Encumbrance : None
Appraisal Date : 3 December 2014
then uses the adjustment grid as follows:
187
Location On Watcharaphol Road On Watcharaphol On Permsin Road On Permsin Road On Watcharaphol
Road Road
Land area 1-2-09.2 1-0-50.0 0-3-19 0-3-55.0 4-0-00.0
(Rai-Ngan-
sq.wah)
Time period Dec-14 Dec-14 Sold and purchased in 2014 Dec-14
Offering 60,000 70,000 - 75,000
price
Sales and purchase price - - 53,521 -
Adjustment
External factors
Sales term Offering - Offering - Sales and purchase 0% Offering -
price 10% price 10% price price 10%
Market condition Dec-14 0% Dec-14 0% 2014 0% Dec-14 0%
Internal factors
Location Comparable 0% Comparable 0% Comparable 0% Comparable 0%
Land size Comparable 0% Comparable 0% Comparable 0% Inferior 20%
Environment Inferior 5% Inferior 5% Inferior 5% Comparable 0%
Result of adjustment for internal factors 5% 5% 5% 20%
Market value 65,013 14,175 16,538 14,050 20,250
(Baht/sq.wah)
Net value 65,000
(Baht/sq.wah)
The independent appraiser appraised the value of vacant land on Watcharaphol Road at Baht 65,000 per
sq.wah totaling to a value of Baht 39,598,000 or approximately Baht 39,600,000.
188
the market value of appraised asset at Baht 65,000 per sq.wah totaling to a value of Baht 39,600,000.
189
Appendix 2
Summary of Appraisal Reports
Nirvana Development Co., Ltd.
190
1. Appraisal of land and building at Nirvana @Work Kaset-Nawamin
Type of property : Land and building on area of 1-0-95.9 Rais
Location : Nirvana @Work Kaset-Nawamin Project and road in Nirvana @Work Kaset-
Nawamin Project / Klong Lamjiak / Prasert Manukit Road, Klong Kum, Bueng
Kum, Bangkok
Title deed : Title Deed No. 8068 75, 8087 88, 8154, 8163 68 and 8179 - 90
Ownership : Mr. Anond Jekjerm has ownership of Title Deed No. 8068 69 (transferred on
12 December 2014)
Mr. Somkiat Bavornparadon has ownership of Title Deed No. 8074 75

(transferred on 19 November 2014)
CC Knowledge Best Co., Ltd. has ownership of Title Deed No. 8154 (transferred
on 18 November 2014)
Nirvana Development Co., Ltd. has ownership of Title Deed No. 8070 73,
8087 88, 8163 68 and 8179 90
Encumbrance : Title Deed No. 8068 69 has no encumbrances
Title Deed No. 8074 75 and 8154 are mortgaged with Bangkok Bank Plc.
Title Deed No. 8070 73, 8087 88, 8163 68 and 8179 90 are mortgaged
with Krungthai Bank Plc.
Appraisal date : 5 January 2015
(Remark : The independent appraiser identified in the appraisal report that they
are instructed to appraise the value of the asset as at 30 September 2014, in
which the details of the assets, construction progress, and surrounding
environment as at 30 September 2014 are provided by the Company and/or
Nirvana Development Co., Ltd., and/or using the assumption of the independent
appraiser, therefore, this appraisal report will also incorporate the assets which
has already been transferred to other parties after 30 September 2014)
191
Independent appraiser : C.I.T. Appraisal Co., Ltd.
The independent appraiser uses the Cost Approach / Market Approach and Residual Method or Hypothetical
Development Method as the valuation method.
For the Cost Method, the independent appraiser will appraise the land by comparing with the previous
independent appraiser may adjust the appraisal value based on the Market Value Analysis by Market Data Grid which
incorporates various factors such as area, shape, location, constraints, and limitation on land usage, etc. The
independent appraiser uses the adjustment grid as follows:
192

Location @ Work Project, Premium Place Project, Work @ Life Project, Soi Plex Residence Project,
Praditmanudharma Praditmanudharma Road Nawamin 36 Soi Nawamin 111
Road Intersection 4
Land area (sq.wah) 17.00 21.25 24.70 22.68
Time period Dec-14 Dec-14 Dec-14
Offering price 150,000 85,000 110,000
Sales and purchase price - - -
Preliminary value adjustment
Expected sellable price 140,000 85,000 110,000
Timing adjustment - - -
Adjustment for land excavation and land filling - - -
Preliminarily adjusted value 140,000 85,000 110,000
Factors affecting value
Land size Inferior 5% Inferior 5% Inferior 5%
Location Inferior 25% Inferior 25% Inferior 25%
Distance from main road Comparable 0% Inferior 25% Inferior 25%
Environment and neighborhood Comparable 0% Inferior 25% Inferior 25%
Land shape Comparable 0% Comparable 0% Comparable 0%
Width * Length Comparable 0% Comparable 0% Comparable 0%
Number of land side adjacent to road Comparable 0% Comparable 0% Comparable 0%
Road width Inferior 5% Inferior 5% Inferior 5%
Road surface Comparable 0% Comparable 0% Comparable 0%
Right to access Comparable 0% Comparable 0% Comparable 0%
Convenience of transportation Comparable 0% Comparable 0% Comparable 0%
Utility system available to the land Comparable 0% Comparable 0% Comparable 0%
Current land use Inferior 25% Inferior 25% Inferior 25%
Limitation on land usage Comparable 0% Comparable 0% Comparable 0%
Project quality Inferior 25% Inferior 50% Inferior 25%
Result of adjustment factors 85% 160% 135%
Weighting of comparables 0.46 0.25 0.29
Market value (Baht/sq.wah) 249,512 119,859 54,333 75,321
Net value (Baht/sq.wah) 250,000
193
The independent appraiser appraised the value of land at Nirvana @Work Kaset-Nawamin Project at Baht
250,000 per sq.wah. totaling to a value of Baht 123,975,000.
For the buildings, the independent appraiser uses the Cost approach starting with the calculation of
construction schematics received from Nirvana, as well as information from contractors which are all considered
together to obtain the value of buildings of Baht 45,515,520.
The independent appraiser then uses the sum of the land value and building deduct by the bulk sale discount
of 26% which obtain the value based on the Cost Approach of Baht 135,600,000.
For the Residual Method, the independent appraiser sets the assumption for the development of project
according to its highest and best use of the land as well as surrounding land, and project the income from sales or
rental of the project less the development cost and financial costs, as well as factoring in the rate of return of the
developer. Then the independent appraiser discounts the cash flow to the present value of the assets which will result
in the residual value of the appraised land. The total value of the project will be from the value of appraised land plus
value of buildings at the current state. The independent appraiser has set the following assumptions:
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Single Loft at Baht 7,800,000 / unit
Type Double Loft at Baht 14,500,000 16,800,000 / unit
1.2 Sales plan 15 units fully sold within 15 months
2. Construction cost
Construction cost (remaining) Baht 29,652,480
Construction management and 3.5% of construction cost
3. Project costs
Other costs 2.5% of construction cost
Contingency 2% of construction cost and other costs
Project management fee Baht 150,000 / month
194
Item Assumptions
Marketing expense 3.5% of total project revenue
Transfer fee and special business 4.3% of total project revenue
tax
Interest expense 6.825% per year
Developer return 20% of total project revenue
4. Discount Rate 3.00%
The independent appraiser appraised the value of the land and building at Nirvana @Work Kaset-Nawamin
Project using the Residual Method at Baht 128,500,000.
The independent appraiser then considered and concluded the value of the appraised asset using the Residual
Method at Baht 128,500,000.
Advisor opine that the valuation based on Income Approach is most appropriate it is the valuation method which
matches the current objective of the project. Moreover, the assumptions used for the appraisal are appropriate as:
The independent appraiser has considered and analyzed the highest and best use of the land and its
surroundings. Moreover, it is the same format as what Nirvana plans to develop in current project.
includes Premium Place, Ekkamai - Ramintra, The Primary Ultimate and Plex Residence.
For the construction cost, the independent appraiser estimated from the Bill of Quantify Method (BOQ)
which was estimated based from the plans received from Nirvana. The independent appraiser then
analyzed that cost compared with the standard cost form the Valuers Association of Thailand which has
an archive of information on similar and different assets for comparison.
Other costs and expenses are according to normal standard for project development.
The valuation of the appraised asset based on the Residual Method is Baht 128,500,000.
195
2. Appraisal of land and building at Nirvana Beyond Rama 9
Location : Nirvana Beyond Rama 9 and road in Nirvana Beyond Rama 9 , Rama 9 Road,
Suanluang, Suanluang, Bangkok
Title deed : Title Deed No. 10511 12 and 10529
Ownership : Nirvana Development Co., Ltd.
Encumbrance : Mortgage with Siam Commercial Bank Plc.
196

Location Nirvana Beyond Rama 9 Soul Project Ekkamai Star Estate Pattanakarn 69 Private Nirvana Resident
Project Ladprao Project, Soi Ladprao Project, Pattanakarn Road Project, Soi Yothinpattana 11
112
Land area 85.00 65.70 84.40 63.80
(sq.wah)
Offering price 150,000 80,000 125,000

Timing - - -
adjustment
Adjustment for land excavation and land - - -
filling
Land size Comparable 0% Comparable 0% Comparable 0%
Distance from main road Inferior 5% Inferior 25% Inferior 15%
Environment and neighborhood Comparable 0% Inferior 25% Comparable 0%
Width * Length Superior -5% Comparable 0% Superior -5%
Number of land side adjacent to road Comparable 0% Superior -5% Comparable 0%
Road width Comparable 0% Comparable 0% Comparable 0%
Convenience of transportation Inferior 5% Inferior 5% Inferior 5%
Current land use Comparable 0% Comparable 0% Comparable 0%
Project quality Comparable 0% Inferior 25% Inferior 5%
Market value 169,913 95,700 23,100 51,113
(Baht/sq.wah)
197
Net value 170,000
(Baht/sq.wah)
The independent appraiser appraised the value of land at Nirvana Beyond Rama 9 at Baht 170,000 per
sq.wah. totaling to a value of Baht 37,434,000.
Item Assumptions
1. Project income
1.1 Sale price and number of units Type XL at Baht 25,700,000 / unit
Type K at Baht 20,700,000 / unit
Type J at Baht 13,000,000 / unit
Foot path Baht 8,250
3. Project costs
Other costs 3% of construction cost
198
Item Assumptions
tax
The independent appraiser appraised the value of the land and building at Nirvana Beyond Rama 9 using the
Residual Method at Baht 35,500,000.
The independent appraiser then consider and conclude the value of the appraised asset using the Residual
includes Soul Ekkamai Lat Prao, Star Estate Pattanakarn 69, Private Nirvana Resident, Lumpini
Suanluang Rama 9, 15 Gates and Narasiri Hideaway.
199
3. Appraisal of land and building at Nirvana Beyond 3 Phase 1 Kaset-Nawamin
Location : Nirvana Beyond 3 Phase 1 Kaset-Nawamin and road in Nirvana Beyond 3 Phase
1 Kaset-Nawamin / Klong Lamjiak / Prasert Manukit Road (Route 351) Klong
Kum, Bueng Kum, Bangkok
Title deed : Title Deed No. 25492 93, 25495 99, 25501, 25773 78, 25780 84, 25788
89, 25793 94, 25804, 25811, 25813, 25816 18, 25824 and 25826 27
Ownership : Mr. Trin and Mrs. Yupathip Isarabhakditham has ownership of Title Deed No.
25824 (transferred on 11 December 2014)
Ms. Kanya Nutchanarong has ownership of Title Deed No. 25813 (transferred on
3 November 2014)
25495 99, 25501, 25773 78, 25780 84, 25788 89, 25793 94, 25804,
25811, 25816 18 and 25826 27
Encumbrance : Title Deed No. 25824 is mortgaged with Bangkok Bank Plc.
Title Deed No. 25813 is mortgaged with Kasikorn Bank Plc.
Title Deed No. 25492 93, 25495 99, 25501, 25773 78, 25780 84, 25788
89, 25793 94, 25804, 25811, 25816 18 and 25826 27 are mortgaged with
Bank of Ayudhya Plc.
Appraisal date : 5 Juanuary 2015
200
201

Location Nirvana Beyond 3 Narasiri Hideaway Project, Soi Nirvana Beyond 3 Project Nirvana Beyond 3 Project
Project Phase 1, Prasert Nawamin 111 Phase 1, Prasert Manukit Road Phase 1, Prasert Manukit Road
Manukit Road
Land area (sq.wah) 60.30 52.50 54.30 55.00
Time period Dec-14 Nov-14 Nov-14

Offering price 150,000 - -
Sales and purchase price - 170,000 165,000

Land size Superior -1% Superior -1% Superior -1%
Location Comparable 0% Comparable 0% Comparable 0%
Distance from main road Comparable 0% Comparable 0% Comparable 0%
Environment and neighborhood Comparable 0% Comparable 0% Comparable 0%
Road width Inferior 5% Comparable 0% Comparable 0%
Project quality Comparable 0% Comparable 0% Comparable 0%
Result of adjustment factors 4% -1% -1%
Market value 164,949 11,880 77,677 75,392
(Baht/sq.wah)
Net value 165,000
(Baht/sq.wah)
202
The independent appraiser appraised the value of land at Nirvana Beyond 3 Phase 1 Kaset-Nawamin at Baht
Item Assumptions
1. Project income
1.1 Sale price and number of units Type L at Baht 18,600,000 / unit - 9 units
Type K at Baht 15,760,000 / unit -3 units
Type J at Baht 13,290,000 / unit -17 units
Type L (show unit) at Baht 25,470,000 / unit - 1 units
Type K (show unit) at Baht 19,130,000 / unit -1 units
Type J (show unit) at Baht 17,950,000 / unit -1 units
81.0 sq.wah of additional land from standard area at Baht
165,000 per sq.wah.
Baht 120,000 / unit additional for 2 units of corner plots
203
Item Assumptions
3. Project costs
tax
The independent appraiser appraised the value of the vacant land at Nirvana Beyond 3 Phase 1 Kaset-
Nawamin using the Residual Income Method at Baht 243,700,000.
The independent appraiser then consider and conclude the value of the appraised asset using the Cost
Approach at Baht 243,700,000.
204
matches the current objective of the projectthe current objective of the project. Moreover, the assumptions used for
the appraisal are appropriate as:
includes Primary Prestige, Narasiri Tropiary and Narasiri Hideway.
The valuation of the appraised asset based on the Residual Income Method is Baht 243,700,000.
205
4. Appraisal of land and building at Nirvana Beyond 5 Suanluang-Rama 9
Location : Nirvana Beyond 5 Suanluang-Rama 9 and road in Nirvana Beyond 5 Suanluang-

Rama 9 / Thanon Chaloem Prakiat Ratchakan Thi 9, Nong Bon, Prawet,
Bangkok
Title deed : Title Deed No. 41011 13 and 41015 66
Ownership : Ms. Usanee Leelapreechalert and Mr. Kittipong Burapakusolsri had ownership of
Title Deed No. 41016 (transferred on 31 October 2014)
Mrs. Sunida Kunatthanon has ownership of Title Deed No. 41018 (transferred on
28 November 2014)
Ms. Pimolpan Pojtritip has ownership of Title Deed No. 41062 (transferred on 2
December 2014)
41017, 41019 61 and 41063 66
Encumbrance : Title Deed No. 41016 is mortgaged with Bank of Ayudhya Plc.
Title Deed No. 41018 has no encumbrance
Title Deed No. 41062 is mortgaged with Bangkok Bank Plc.
Title Deed No. 41011 15, 41017, 41019 61 and 41063 66 are mortgaged
with Siam Commercial Bank Plc.
206
207

Location Nirvana Beyond Suanluang Supalai Suanluang Project, Life Bangkok Boulevard Casa Grand Project, Outer
Ror.9 Project, Chalermprakiat Rama 9 Project, Wongwaen-Rama 9 ring paralel Road
Chalermprakiat Rama 9 Road Road (Karnchanaphisek)
Road
Land area 55.10 67.00 52.00 64.80
(sq.wah)
Time period Dec-14 Nov-14 Nov-14
Offering price 56,000 80,000 80,000
Land size Inferior 5% Comparable 0% Inferior 5%
Environment and neighborhood Inferior 25% Inferior 25% Inferior 25%
Width * Length Inferior 5% Comparable 0% Superior -5%
Project condition / life Inferior 25% Inferior 15% Inferior 25%
Market value 120,431 28,828 50,979 40,624
(Baht/sq.wah)
Net value 120,000
(Baht/sq.wah)
208
The independent appraiser appraised the value of land at Nirvana Beyond 5 Suanluang-Rama 9 at Baht
Item Assumptions
1. Project income
1.1 Sale price and number of units Type L at Baht 16,000,000 / unit - 19 units
Type XL at Baht 19,000,000 / unit -12 units
Type K at Baht 14,000,000 / unit -24 units
120,000 per sq.wah.
Baht 150,000 / unit additional for 1 unit next to clubhouse
Baht 100,000 / unit additional for 3 units opposite to clubhouse
1.2 Sales plan Fully sold within 30 months
Infrastructure cost Baht 4,429,400
209
Item Assumptions
3. Project costs
tax
The independent appraiser appraised the value of the land and building at Nirvana Beyond Suanluang-Rama
9 using the Residual Method at Baht 320,000,000.
includes the Grand Udomsuk, Supalai Suanluang and Lumpini Suanluang Rama 9.
210
211
5. Appraisal of land and building at Nirvana Cover Onnut
Location : Nirvana Cover Onnut and road in Nirvana Cover Onnut / unnamed street /
Soi Onnut 65 (Soi Phatana Chumchon) Prawet, Prawet, Bangkok
Title deed : Title Deed No. 41393 41571 and 41573 - 86
Ownership : Nirvana Development Co., Ltd. has ownership with mortgages with CIMB
Thai Bank Plc. except for the following plots:
No. Title Ownership Encumbrance Transfer date

Deed No.
1 41554 Mrs. Tanatsorn Watkeaw Government Housing Bank 7 October 2014
2 41555 Mr. Kritnon Poothanachote Government Housing Bank 7 October 2014
3 41556 Mr. Tawatchai Poomee and Mrs. Bank of Ayudhya Plc. 2 October 2014
Phitinan Poomee
4 41557 Mr. Taspakorn Saisampan and Siam Commercial Bank Plc. 17 October 2014
Ms. Phanpaporn Chaipan
5 41558 Ms. Lukkana Sangkapan Siam Commercial Bank Plc. 2 October 2014
6 41559 Ms. Suphannee Norirat and Mr. CIMB Thai Bank Plc. 4 December 2014
Sujirat Norirat
7 41560 Mr. Sompol Yontsuwan Bank of Ayudhya Plc. 10 October 2014
8 41561 Ms. Pataranan Santaweesuk No encumbrance 29 October 2014
9 41562 Ms. Sureeporn Srikam and Mr. CIMB Thai Bank Plc. 31 October 2014
Jatupol Boonseanan
10 41563 Mr. Thanasak Mongkolbutr CIMB Thai Bank Plc. 29 October 2014
11 41564 Officer at the land department
informed that the ownership is
under transfer
12 41565 Mr. Sornsilp Supakupt CIMB Thai Bank Plc. 29 October 2014
13 41568 Ms. Suvicha Disajorn CIMB Thai Bank Plc. 25 December 2014
212
No. Title Ownership Encumbrance Transfer date

Deed No.
14 41572 Officer at the land department
informed that the ownership is
under transfer
15 41573 Mr. Thanate Songthorn United Overseas Bank (Thai) Plc. 28 November 2014
16 41574 Ms. Taweewan No encumbrance 28 November 2014
Kongmaneechatchawal and Mr.
Thanayut Udompaiboonwong
has already been transferred to other parties after 30 September 2014))
213

Location Nirvana Cover Onnut The Metro Pattanakarn- The Connect Up Project, Soi The Connect Project,
Project, Soi Onnut 65 Srinakarin Project, Chalermprakiat 67 Suangluan-Onnut
Intersection 15 Pattanakarn Road
Land area (sq.wah) 22.10 18.80 19.90 18.20
Offering price 70,000 130,000 80,000
filling
Location Superior -15% Superior -20% Superior -15%
Environment and neighborhood Comparable 0% Superior -20% Superior -5%
Road width Superior -5% Comparable 0% Comparable 0%
Project condition / life Comparable 0% Comparable 0% Comparable 0%
Project quality Superior -5% Superior -5% Superior -5%
Result of adjustment factors -25% -45% -25%
Market value 50,109 17,609 11,957 20,543
(Baht/sq.wah)
Net value 50,000
(Baht/sq.wah)
214
The independent appraiser appraised the value of land at Nirvana Cover Onnut at Baht 50,000 per sq.wah.
totaling to a value of Baht 217,155,000.
Item Assumptions
1. Project income
1.1 Sale price and number of units Type A at Baht 2,600,000 / unit 11 units
Type A (corner plot) at Baht 3,300,000 / units - 12 units
Type B at Baht 2,400,000 / unit - 117 units
Type B (corner plot) at Baht 2,700,000 / unit - 54 units
50,000 per sq.wah
3. Project costs
215
Item Assumptions
tax
The independent appraiser appraised the value of the land and building at Nirvana Cover Onnut using the
includes The Metro Pattanakarn, The Connect Suanluang Onnut and The Trop Onnuch-Suvarnabhumi.
216
6. Appraisal of land and building at Nirvana Beyond Lite Rama 9
Location : Nirvana Beyond Lite Rama 9 , Soi Krung Thep Kritha 32, Krung Thep Kritha
Road, Saphan Sung, Saphan Sung, Bangkok
Title deed : Title Deed No. 7191, 7195, 7202, 7236, 7238 39, 7241 46, 7248, 7261 62,
7275, 7278, 13188 96, 13197 201 and 13379 83
Ownership : Mr. Kanin Chantarangkul has ownership of Title Deed No. (Transferred as of 19
December 2014)
Mr. Thongchai Chantawadeetip has ownership of Title Deed No. 7332

(transferred as of 13 January 2015)
Nirvana Phraram 9 Co., Ltd. has ownership of Title Deed No. 7191, 7195, 7202,
7236, 7238 39, 7241 46, 7248, 7261 62, 7275, 7278, 13188 96, 13197
201 and 13379 83
Encumbrance : Title Deed No. 7195, 7202, 7278, 7332, 13188 and 13197 has no encumbrance
Title Deed No. 7191 are mortgaged with Land and House Bank Plc.
Title Deed No. 7331 are mortgaged with Kasikorn Bank Plc.
Title Deed No. 7331 7236, 7238 39, 7241 46, 7248, 7261 62, 7275, 7332,
13188 96, 13198 201 and 13379 83 are mortgaged with Thanachart Bank
Plc.
217
218

Location Nirvana Beyond LITE Setthasiri Krungthepkreetha Nusasiri Wongwaen Rama 9 Nirvana Beyond LITE Rama
Rama 9 Proejct, Soi Project, Krungthepkreetha Project, Soi Karnchanaphisek 9 Proejct, Soi
Krungthepkreetha 32 Road 22 Krungthepkreetha 32
Land area (sq.wah) 50.00 52.60 66.30 74.60
Offering price 89,000 89,000 -
Sales and purchase price - - 105,509

filling
Land size Comparable 0% Inferior 2% Inferior 2.5%
Location Inferior 5% Superior -5% Comparable 0%
Width * Length Comparable 0% Comparable 0% Superior -2%
Right to access Inferior 5% Comparable 0% Comparable 0%
Project condition / life Comparable 0% Comparable 0% Comparable 0%
Project quality Comparable 0% Inferior 5% Comparable 0%
Market value 100,174 23,733 18,339 58,102
(Baht/sq.wah)
Net value 100,000
(Baht/sq.wah)
219
The independent appraiser appraised the value of land at Nirvana Beyond Lite Rama 9 at Baht 85,000 per
sq.wah. totaling to a value of Baht 188,300,500.
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Keen at Baht 11,500,000 / unit - 6 units
Type Live at Baht 14,700,000 / unit - 5 units
Type Just-So at Baht 10,700,000 / unit - 16 units
Type Spirit at Baht 7,900,000 / unit - 1 unit
Type Spirit Special at Baht 8,900,000 / unit - 2 units
Type Element at Baht 9,100,000 / unit - 1 unit
Type Extra Live at Baht 15,600,000 / unit - 2 units
Type Mono at Baht 7,600,000 / unit - 5 units
100,000 per sq.wah.
Baht 200,000 / unit additional for 3 units of main road frontage
plots
220
Item Assumptions
3. Project costs
tax
The independent appraiser appraised the value of the land and building at Nirvana Beyond Lite Rama 9
using the Residual Method at Baht 171,500,000.
221
includes Bangkok-Boulevard Rama 9 Srinakarin, Nusasiri Wongwaen Rama 9 and Nirvana Beyond Lite
Rama 9.
222
7 Appraisal of land and building at Nirvana Icon Wongwaen-Rama 9
(appraised only 4-0-82.5 rais as Title Deed No. 3696 currently is used as Kids
Club which is an infrastructure of the project, thus the independent appraiser did
not appraise this land plot)
Location : Nirvana Icon Wongwaen-Rama 9 and road in Nirvana Icon Wongwaen-Rama

9, Soi Krung Thep Kritha 32, Krung Thep Kritha Road, Saphan Sung, Saphan
Sung, Bangkok
Title deed : Title Deed No. 3969, 3975 76, 3979, 3994, 3997 99, 4013, 4018, 4025, 4027,
4029 and 4032 41
Encumbrance : Title Deed No. 3975 76, 3979, 3994, 3997 98, 4013, 4018, 4025, 4027, 4029
and 4032 41 are mortgaged with Bank of Ayudhya Plc.
Title Deed No. 3999 is mortgaged with Land and House Bank Plc.
223
224

Location Nirvana Icon Bangkok Boulevard Rama 9 - Setthasiri Krungthepkreetha Setthasiri Onnut Srinakarin
Wongwaen-Rama 9 Srinakarin Proejct, Project, Soi Pracharuamjai, Project, Onnut Road
Project, Soi Krungthepkreetha Road Krungthepkreetha Road
Karnchanaphisek 22
Land area (sq.wah) 65.00 56.00 70.10 81.60
Offering price 89,000 89,000 70,000

filling
Land size Comparable 0% Comparable 0% Inferior 5%
Location Superior -5% Inferior 5% Comparable 0%
Right to access Comparable 0% Inferior 5% Comparable 0%
Convenience of transportation Inferior 10% Inferior 10% Inferior 10%
Market value 98,673 44,423 26,250 28,000
(Baht/sq.wah)
225
Net value 100,000
(Baht/sq.wah)
The independent appraiser appraised the value of land at Nirvana Icon Wongwaen-Rama 9 at Baht
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Spirit at Baht 9,300,000 / unit - 15 units
Type Inspiration at Baht 12,600,000 / unit - 4 units
Type Element at Baht 10,000,000 / unit - 1 units
Type Life & Soul at Baht 11,900,000 / unit - 2 units
100,000 per sq.wah.
226
Item Assumptions
3. Project costs
tax
The independent appraiser appraised the value of the vacant land at Nirvana Icon Wongwaen-Rama 9
using the Residual Income Method at Baht 130,600,000.
includes Bangkok-Boulevard Rama 9 Srinakarin, Setthasiri Krung Thep Krita and Setthasiri Onnut
Srinagarindra.
227
228
8. Appraisal of land and building at Nirvana Intro Wongwaen-Kaset-Nawamin
Location : Nirvana Intro Wongwaen-Kaset-Nawamin, Parallel road to east ring road, Khan
Na Yao, Khan Na Yao, Bangkok
Title deed : Title Deed No. 6118 19, 6125 26 and 6128 30
Remark : Title Deed No. 6128 back page indicates an area of 43.3 sq.wah. which
does not match with the front page with 49.3 sq.wah.
Ownership : Mr. Pisek Tomya and Ms. Nuntawan Komprang has ownership of Title Deed No.
6130 (transferred as of 31 October 2014)
Subthanatin Co., Ltd. has ownership of Title Deed No. 6118 19, 6125 26 and
6128 29
Encumbrance : Title Deed No. 6130 are mortgaged with Kasikorn Bank Plc.
Title Deed No. 6118 19, 6125 26 and 6128 29 has no encumbrances
229
230

Location Nirvana Intro Wongwaen- Pattarin 2 Project, Iconnature Ramintra Project, Centro Ramintra 109 Road,
Kaset Nawamin Project, Ramintra-Hatairath Ramintra 109 Road Ramintra 109 Road
Wongwaen-Bang pa-in Road
Road
Land area (sq.wah) 41.80 50.00 39.30 52.00
Offering price 40,000 90,909 82,000

Location Inferior 25% Superior -10% Superior -5%
Environment and neighborhood Inferior 25% Comparable 0% Comparable 0%
Width * Length Superior -5% Superior -5% Superior -5%
Road width Superior -5% Comparable 0% Comparable 0%
Limitation on land usage Inferior 5% Comparable 0% Inferior 5%
Project quality Inferior 25% Comparable 0% Comparable 0%
Result of adjustment factors 70% -15% -5%
Market value 75,354 4,969 35,308 35,077
(Baht/sq.wah)
Net value 75,000
(Baht/sq.wah)
231
The independent appraiser appraised the value of land at Nirvana Intro Wongwaen-Kaset-Nawamin at Baht
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Desire at Baht 4,960,000 6,210,000 / unit - 7 units
3. Project costs
tax
232
Item Assumptions
The independent appraiser appraised the value of the land and building at Nirvana Intro Wongwaen-Kaset-
Nawamin using the Residual Method at Baht 27,700,000.
includes Life-Bangkok-Boulevard, Iconnature Ramintra and Centro Ramintra 109.
The valuation of the appraised asset based on the Residual Method is Baht 27,700,000
233
9. Appraisal of land and building at Nirvana the Tara
Location : Nirvana the Tara, roads inside Nirvana the Tara project / Soi Prayasuren, Bang
Chan, Klong Sam Wa, Bangkok
Title deed : Title Deed No. 65890 65903, 65905 07, 65909, 65924 25 and 65934
Ownership : Subthanatin Co., Ltd.
Encumbrance : Mortgage with Land and House Bank Plc.
Independent Appraiser : C.I.T. Appraisal Co., Ltd.
234

Location The Tara Ramintra Burasiri Panyaindra Project, Sena Park Grand Ramintra- Baan Montienthip Project,
Project, Soi Second canal-parallel Road Wongwaen Project, Prayasuren Road
Prayasuren 35 Ramindra Road
Land area (sq.wah) 80.00 72.00 60.00 57.90
Offering price 50,000 67,750 57,000
filling
Land size Comparable 0% Superior -5% Superior -5%
Location Superior -10% Superior -15% Superior -15%
Distance from main road Superior -10% Superior -5% Superior -10%
Width * Length Comparable 0% Inferior 5% Inferior 5%
Road width Superior -5% Superior -5% Superior -10%
Limitation on land usage Comparable 0% Superior -5% Comparable 0%
Project quality Superior -5% Comparable 0% Inferior 5%
Result of adjustment factors -30% -30% -30%
Market value 39,096 14,745 14,521 9,830
(Baht/sq.wah)
Net value 40,000
(Baht/sq.wah)
235
The independent appraiser appraised the value of land at Nirvana the Tara at Baht 40,000 per sq.wah.
totaling to a value of Baht 74,560,000.
together to obtain the value of buildings of Baht 6,955,200 .
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Tara at Baht 6,000,000 7,300,000 / unit - 15 unit
Type Motif at Baht 5,500,000 7,500,000 / unit - 4 unit
Type Spirit at Baht 4,600,000 / unit - 1 unit
Type Element at Baht 9,300,000 / unit - 1 unit
3. Project costs
236
Item Assumptions
Marketing expense 2% of total project revenue
tax
The independent appraiser appraised the value of the land and building at Nirvana the Tara using the
includes Busasiri, Panya Ramintra, Sena Park Grand and Baan Montaintip Prayasuren.
237
10. Appraisal of land and building at Nirvana Beyond @Beach Pattaya
Location : Nirvana Beyond @Beach Pattaya, private street ( servitude path) / Soi
Thannamjai / Soi Na Jomtien 12, Sukhumvit Road ( Route 3) , Na Jomtien
Sattahip, Chonburi
Title deed : Title Deed No. 31461 62, 31465 68, 64882 and 67332
Ownership : Subthanatin Co., Ltd. has ownership of Title Deed No. 31461, 31465 and 31467
Nirvana Development Co., Ltd. has ownership of Title Deed No. 31462, 31466,
31468, 64882 67332
Encumbrance : Title Deed No. 31462, 64882 and 67332 are mortgaged with Land and House
Bank Plc.
Title Deed No. 31461, 31465-68 has no encumbrances
238
239

Location Nirvana Beyond at Nusa Chivani Pattaya Project, Sea Beach Villa Pattaya Le Beach Bang Saray, Talay
Beach Pattaya Project, Sukhumvit Road (Torlor.3) Project (Unknown Soi) Bang Saray Road
Soi Na Jomtien 12
Land area (sq.wah) 68.00 132.25 100.00 90.25
Time period Jan-15 Jan-15 Jan-15
Offering price 47,500 70,000 55,000
filling
Land size Inferior 5% Inferior 2.5% Inferior 2%
Environment and neighborhood Inferior 25% Inferior 5% Comparable 0%
Project quality Inferior 15% Inferior 25% Inferior 25%
Market value 98,897 25,084 40,759 33,054
(Baht/sq.wah)
Net value 100,000
(Baht/sq.wah)
240
The independent appraiser appraised the value of land at Nirvana Beyond @Beach Pattaya at Baht 100,000
per sq.wah. totaling to a value of Baht 124,200,000.
together to obtain the value of buildings of Baht 714,600.
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Just at Baht 14,000,000 / unit - 16 units
100,000 per sq.wah.
Infrastructure cost Baht 148,950
3. Project costs
241
Item Assumptions
tax
The independent appraiser appraised the value of the land and building at Nirvana Beyond @Beach Pattaya
using the Residual Method at Baht 92,100,000.
includes Nusa Chivani Pattaya, Sweet Breeze Villa and Le Beach Bang Sarey.
242
11. Appraisal of vacant land (under development) at Nirvana Beyond 3 Phase 2 Kaset-Nawamin Road
Location : Nirvana Beyond 3 Phase 2 Kaset-Nawamin Road, Nirvana Beyond 3 Phase 1

project road / Klong Lamjiak / Prasert Manukit Road (Route 351) Klong Kum,
Bueng Kum, Bangkok
Title deed : Salable plots Title Deed No. 27606 42 with the area of 5-2-53.1 Rais
Infrastructure plots Title Deed No. 27605 and 27643 44 with the area of 2-2-
59.9 Rais
Encumbrance : Mortgage with Bank of Ayudhya Plc.
243
244

Location Adjacent to road od Adjacent to Soi Chaemchan Adjacent to Klong Lamjiak Adjacent to Soi Nawamin 70
Nirvana Beyond 3 Road
Project Phase1
Land area (sq.wah) 3,313.00 1,028.00 3,200.00 1,966.00
Offering price 50,000 80,000 40,000
Adjustment for land excavation and land - 500 300
filling
Land size Superior -10% Comparable 0% Superior -5%
Location Comparable 0% Superior -20% Inferior 25%
Distance from main road Comparable 0% Superior -5% Comparable 0%
Land shape Comparable 0% Superior -5% Comparable 0%
Width * Length Inferior 20% Inferior 10% Superior -5%
Road width Comparable 0% Superior -5% Comparable 0%
Convenience of transportation Comparable 0% Superior -5% Comparable 0%
Utility system available to the land Comparable 0% Superior -5% Comparable 0%
Development potential Comparable 0% Comparable 0% Comparable 0%
Result of adjustment factors 10% -35% 15%
Market value 49,060 22,205 11,141 15,713
(Baht/sq.wah)
Net value 49,000
(Baht/sq.wah)
245
Nawamin Road at Baht 49,000 per sq.wah. totaling to a value of Baht 162,337,000 or Baht 162,300,000.
However, as the project is under development and the construction has not yet started, therefore, the
independent appraiser did not value buildings which resulted in the appraisal value being equal to the value of the
vacant land at Nirvana Beyond 3 Phase 2 Kaset-Nawamin Road based on the Cost Approach at Baht 162,300,000.
Item Assumptions
1. Project income
1.1 Sale price and number of units Type Live at Baht 17,700,000 / unit - 16 units
Type Keen at Baht 16,300,000 / unit - 16 units
Type Just at Baht 14,200,000 / unit - 5 units
150,000 per sq.wah.
Baht 80,000 / unit additional for 2 units of corner plots with
garden frontage
Baht 50,000 / unit additional for 1 unit with garden frontage
Construction cost Baht 193,357,100
3. Project costs
246
Item Assumptions
tax
Nawamin Road using the Residual Income Method at Baht 205,400,000.
matches the intention of the Nirvana for its future use. Moreover, the assumptions used for the appraisal are
appropriate as:
surroundings. Moreover, it is the same format as what Nirvana plans to develop in the future.
includes Primary Prestige, Narasiri Tropiary and Narasiri Hideway.
247
12. Appraisal of vacant land on Prasert Manukit Road
Type of property : Vacant land with area of 11-0-25.0 Rais (Appraised only 9-3-47.7 Rais)
Location : Prasert Manukit Road ( Kaset-Nawamin Road) , Klong Kum, Bueng Kum,
Bangkok
Title deed : Asset part 1 Title Deed No. 26572 with the area of 7-1-01.0 Rais
Asset part 2 Title Deed No. 18454, 26569 70, 27485 and 37290 with the area
of 3-3-48.8 Rais. Whole plot of land Title Deed No. 18454 and 37290 have
registered as servitude to the other land plot, therefore, the appraised area is only
2-2-48.8 Rais.
Ownership : Nirvana Construction Co., Ltd. has ownership to Title Deed No. 18454 and
37290
Nirvana Development Co., Ltd. has ownership to Title Deed No. 26572, 26569
70 and 27485
Encumbrance : Mortgage with Kasikorn Bank Plc.
248
249
Asset part 1

Location Road subject to servitude, Adjacent to Nuanchan Road Nuanchan Road Soi 2-4 Nuanchan Road Soi 28
Prasert Manukit Road and Soi Klong Lamjiak Road
Land area (sq.wah) 2,901.00 2,741.00 3,633.00 2,741.00
Offering price 140,000 77,080 52,000
Land size Comparable 0% Inferior 5% Comparable 0%
Location Superior -15% Comparable 0% Inferior 25%
Distance from main road Superior -5% Comparable 0% Comparable 0%
Land shape Comparable 0% Superior -5% Superior -5%
Number of land side adjacent to road Superior -5% Comparable 0% Comparable 0%
Road width Superior -5% Comparable 0% Inferior 5%
Right to access Superior -5% Superior -5% Superior -5%
Convenience of transportation Superior -4% Comparable 0% Comparable 0%
Utility system available to the land Comparable 0% Inferior 5% Inferior 10%
Adjusted value (Baht/sq.wah) Comparable 0% Comparable 0% Comparable 0%
Result of adjustment factors -54% -10% 20%
Market value 60,524 22,777 22,019 15,728
(Baht/sq.wah)
Net value 60,500
(Baht/sq.wah)
250
The independent appraiser appraised the value of the vacant land on Prasert Manukit Road (Asset part 1) at
Baht 60,500 per sq.wah. totaling to a value of Baht 175,510,500 or Baht 175,500,000.
Asset part 2

Location On Prasert On Prasert Manukit Road Adjacent to Nuanchan Road Nuanchan Road Soi 2-4
Manukit Road and Soi Klong Lamjiak Road
Land area (sq.wah) 2,901.00 3,473.00 2,741.00 3,633.00
Offering price 250,000 140,000 77,080
Location Superior -20% Comparable 0% Inferior 25%
Distance from main road Comparable 0% Comparable 0% Inferior 5%
Environment and neighborhood Comparable 0% Comparable 0% Inferior 25%
Land shape Superior -5% Comparable 0% Superior -5%
Road width Superior -5% Inferior 5% Inferior 10%
Convenience of transportation Comparable 0% Comparable 0% Inferior 5%
Utility system available to the land Comparable 0% Comparable 0% Inferior 5%
Development potential Superior -5% Superior -5% Superior -5%
Market value (Baht/sq.wah) 120,463 34,930 68,317 17,216
Net value (Baht/sq.wah) 120,000
251
The independent appraiser appraised the value of the vacant land on Prasert Manukit Road (Asset part 2) at
Baht 120,000 per sq.wah. totaling to a value of Baht 125,604,000 or Baht 125,600,000.
Therefore, the independent appraiser appraised the vacant land on Prasert Manukit Road for both parts at the
total value of Baht 301,100,000.
Item Assumptions
1. Project income from condominium
1.1 Salable area 21,100 sq.m. 70% sold in year 1 and 30% sold in year 2
1.2 Sale price Baht 55,000 / sq.m. for year 1
Baht 63,250 / sq.m. for year 2
1.2 Sales plan Fully sold within 2 years
2. Construction cost Baht 639,118,000
3. Project costs
tax
The independent appraiser appraised the value of the vacant land on Prasert Manukit Road using the
252
appropriate as:
includes We Condo Ekkamai - Ramintra, Vento and Premio Prime.
253
13. Appraisal of land and building in Soi Somdej Chaopraya 17
Type of property : Land and building (appraised only land) with the area of 5-1-10.0 Rais
Location : Soi Somdet Chaopraya 1 7 , Somdet Chaopraya Road, Klong San, Klong San,
Bangkok
Title deed : Title Deed No. 88, 134 and 135 with the area of 5-2-53.1 Rais, however, Title
Deed No. 134 has registered as partial servitude therefore, the remaining land
area is 5-0-50.0 Rais
Encumbrance : Mortgage with Land and House Bank Plc.
Construction permit : Construction, Modification, and Demolition Permit No. Tor.237/2557 dated 28
October 2014. The current owner of the building Singha Land Riverside Co.,
Ltd.
The independent appraiser uses the Cost Approach / Market Approach. The independent appraiser will
appraise the land by comparing with the previous transacted price and/or the current offering price of assets with
similar characteristics as the appraised asset. The independent appraiser may adjust the appraisal value based on the
254
Market Value Analysis by Market Data Grid which incorporates various factors such as area, shape, location,
constraints, and limitation on land usage, etc. The independent appraiser uses the adjustment grid as follows:
255

Location Soi Somdej Soi Charoennakorn 53 Soi Charoennakorn 39, Soi Charoennakorn 27
Chaopraya 17 (adjacent to Chao Praya adjacent to Watermark Chao (adjacent to Chao Praya
river) Praya River Project river)
Land area (sq.wah) 2,050.00 1,393.00 976.00 2,008.00
Time period Dec-14 Dec-14 May-11
Offering price 290,590 225,000 -
Sales and purchase price - - 130,000
Timing adjustment - - 43,030
Adjustment for land excavation and land - 100 2,000
filling
Land size Superior -5% Superior -5% Comparable 0%
Land shape Superior -5% Superior -5% Inferior 5%
Width * Length Superior -5% Inferior 5% Inferior 25%
Development potential Inferior 5% Inferior 10% Comparable 0%
Market value 257,910 102,717 77,951 77,242
(Baht/sq.wah)
Net value 260,000
(Baht/sq.wah)
256
The independent appraiser appraised the value of only the land on Soi Somdet Chaopraya 17at Baht 260,000
per sq.wah. totaling to a value of Baht 553,000,000.
Advisor opine that the valuation based on Residual Income Approach is most appropriate it is the valuation method
which matches the intention of the Nirvana for its future use. However, as this appraisal report used only the Market
Approach, which is acceptable in the opinion of the Independent Financial Advisor as when analyzing the cost of
land, the independent appraiser used the previous transacted price and/or the current offering price of assets with
similar characteristics as the appraised asset and adjust the appraisal value based on the Market Value Analysis by
Market Data Grid which incorporates various factors such as area, shape, location, constraints, and limitation on land
usage, etc., which derived the value of Baht 260,000 per sq.wah. totaling to a value of Baht 533,000,000.
257
14. Appraisal of vacant land on Rama 2 Road
Type of property : Vacant land with area of 41-3-28.0 Rais
Location : Rama 2 Road, Samae Dam, Bang Khun Thian, Bangkok
Title deed : Title Deed No. 6741 and 52137 with the total area of 41-3-28.0 Rais deduct area
under high-voltage power line of 6-1-00.0 Rais equaling to remaining land area
of 35-2-28.0 Rais
Encumbrance : Mortgage with Siam Commercial Bank Plc.
258
Location On Rama 2 Road On Rama 2 Road On Rama 2 Road Adjacent to Soi Bangkradi,
Rama 2 Road
Land area (sq.wah) 14,228.00 11,055.00 4,074.00 16,295.00
Time period Dec-14 2011 Dec-14
Offering price 70,000 - 20,000
Sales and purchase price - 72,000 -
Timing adjustment - 5,536 -
Adjustment for land excavation and land - 300 300
filling
Land size Superior -5% Superior -15% Inferior 5%
Location Comparable 0% Superior -10% Inferior 25%
Distance from main road Comparable 0% Comparable 0% Inferior 25%
Environment and neighborhood Comparable 0% Comparable 0% Inferior 25%
Land shape Comparable 0% Superior -5% Superior -5%
Road width Comparable 0% Comparable 0% Inferior 20%
Convenience of transportation Comparable 0% Comparable 0% Inferior 5%
Utility system available to the land Inferior 5% Inferior 5% Inferior 10%
Limitation on land usage Superior -10% Superior -10% Inferior 25%
Development potential Comparable 0% Comparable 0% Inferior 25%
Market value 47,262 27,305 15,817 4,139
(Baht/sq.wah)
Net value 47,000
(Baht/sq.wah)
The independent appraiser appraised the value of the vacant land on Rama 2 Road at Baht 47,000 per
sq.wah. totaling to a value of Baht 668,716,000 or Baht 668,700,000.
259
However, as the project is under development and the construction has not yet started, therefore, the
independent appraiser did not value buildings which resulted in the appraisal value being equal to the value of the
vacant land on Rama 2 Road based on the Cost Approach at Baht 668,700,000.
Item Assumptions
1. Project income
1.1 Sale price and number of units 5 storey home office type S at Baht 12,000,000 / unit - 3 units
5 storey home office type D at Baht 15,000,000 / unit - 27 units 3
3 storey single detached house type XL at Baht 20,000,000 / unit -
22 units
3 storey single detached house type Live at Baht 16,000,000 / unit
- 38 units
3 storey single detached house type Mini Live at Baht 16,000,000
/ unit - 28 units
3 storey single detached house type Keen at Baht 15,000,000 /
unit - 22 units
1,495.4 sq.wah of additional land from standard area at Baht
130,000 per sq.wah.
Construction cost Baht 966,750,000
260
Item Assumptions
3. Project costs
tax
The independent appraiser appraised the value of the vacant land in Rama 2 Road using the Residual Income
appropriate as:
includes Zitta Rama 2, Casa City Bang Khun Thian Road - seaside, Astera Pride Rama 2, Gusto
Townhome Rama 2, Town Avenue Cocos Rama 2, Vista Park Rama 2, and Prachasuk Land and Mall
Rama 2.
261
analyzed that cost compared with the standard cost from the Valuers Association of Thailand which has
262
15. Appraisal of vacant land in front of Nirvana @Work Kaset-Nawamin
Location : In front of Nirvana @Work Kaset-Nawamin, Klong Lamjiak Road / Prasert

Manukit Road (Route 351) k.m. 7+154.31, Klong Kum, Bueng Kum, Bangkok
Title deed : Title Deed No. 2083 with the area of 1-0-60.0 Rais, however, Singha Estate Plc.
wishes to appraise land area of 0-2-50.0 Rais, therefore the appraisal report only
appraise the area of 0-2-50.0 Rais
Encumbrance : Mortgage with Bangkok Bank Plc.
characteristics as the appraised asset. The independent appraiser may adjust the appraisal value based on the Market
Value Analysis by Market Data Grid which incorporates various factors such as area, shape, location, constraints, and
limitation on land usage, etc. The independent appraiser then uses the adjustment grid as follows:
263
Location Adjacent to Klong Soi Chaemchan Klong Lamjiak Road Nuanchan Road
Lamjiak Road
Land area (sq.wah) 250.00 1,028.00 3,200.00 1,296.00
Offering price 50,000 80,000 80,000
Adjustment for land excavation and land filling - 500 -
Location Inferior 25% Comparable 0% Comparable 0%
Distance from main road Inferior 5% Comparable 0% Comparable 0%
Environment and neighborhood Inferior 25% Comparable 0% Comparable 0%
Convenience of transportation Inferior 5% Comparable 0% Comparable 0%
Utility system available to the land Inferior 5% Comparable 0% Comparable 0%
Development potential Comparable 0% Comparable 0% Comparable 0%
Market value 84,841 14,212 36,345 34,284
(Baht/sq.wah)
Net value 85,000
(Baht/sq.wah)
The independent appraiser appraised the value of the vacant land in front of Nirvana @Work Kaset-
Nawamin at Baht 85,000 per sq.wah. totaling to a value of Baht 21,250,000.
264
Advisor opine that the valuation based on Market Approach is most appropriate as the independent appraiser has
surveyed previously transacted and/or offering price of comparable assets with adjustments for appropriate value and
timing factors. The independent appraiser the adjust the appraisal value based on the Market Value Analysis by
Market Data Grid which incorporates various factors such as area, shape, location, constraints, and limitation on land
usage, etc.
265
16. Appraisal of vacant land at Soi Ramkhamheang 24, Junction 2
Type of property : Vacant land 9-2-91.0 Rais
Location : Unnamed Soi / Ramkahmheang 24 Junction 2 / Rama 9 Road, Suanluang (No. 8

North Prakhanong) Prakhanong, Bangkok
Title Deed / Leasehold : Title Deed No. 36457 (Ownership belonging to Nurul-Islam Foundation) and 30
year land lease contract (renewal option of another 20 years) dated 5 October
2010
Leases : Nirvana Construction Co., Ltd.
Lease payments : From 5 October 2010 4 October 2020 Baht 30,000 / month
From 5 October 2020 4 October 2030 Baht 40,000 / month
Other terms in the lease contract: Within 3 years from the lease registration, the lessee is obliged to register the
servitude for the whole area of title deed no. 7160, 7179, 7198, 7205, 7196,
85397 and 36458, Tumbol Suanluang, Amphur Suanluang, Bangkok, for the
walk way, car passage, truck passage, waterworks, electricity, telephone, along
with all infrastructures along all servitude area until the Pattanakarn-
Ramkhamheang municipal road without receiving any payments.
The independent appraiser has specified in the report that as at the inspection
date, there are no boundaries that are connected to the public road. All the
entrance/exits to Soi Ramkhamheang 24 Junction 2 must pass these 7 plots as
specified above. However, from the inspection of the title deed by the
independent appraiser, the independent appraiser found that the servitude
registration of the land lease has not been registered but as the owner of the land
266
plots is Nirvana Construction Co., Ltd., which is the same entity as the lessee,
therefore, there is no issue with the entrance and exit to the above land plots.
Encumbrances : Title deed is subject to 30 years lease, the lease contract is not subject to any
encumbrances
Independent appraiser : C.I.T Appraisal Co., Ltd.
The independent appraiser uses the Income Approach and Residual Method or Hypothetical Development
Method as the basis of the valuation.
For the Income Approach, the independent appraiser analyses the value of the assets based on income,
which is appropriate for the income generating assets, with the principle of the present value is equal to the sum of
the future net income until perpetuity. The method will start with projecting the estimated income of the assets less
relevant costs, thus deriving the net income. The net income is then divided by the rate of return to derive the value of
the assets as follow:
Item Assumptions
1. Lease area 3,891.0 sq.wah.
2. Remaining lease term 46.01 years
3. Lease payment according to contract From 5 October 2010 4 October 2020 Baht 30,000 / month
267
Item Assumptions
4. Market rate of lease payment Year 2014 2018 Baht 1,361,850 per year with 10% increase
every 5 years
The independent appraiser has appraised the value of the leasehold right to the vacant land at Soi
Ramkhamheang 24 Junction 2 at Baht 9,400,000.
The independent appraiser has referenced the project development assumptions based on information from
Nirvana Development Co., Ltd. with the assumption that the project will developed into office building, home office,
and residential projects. The independent appraiser conclude the value of the leasehold right to the vacant land at Soi
Ramkhamheang 24 Junction 2 at Baht 9,500,000.
The independent appraiser then consider and conclude the value of the assets using the Income Method with
the value of Baht 9,400,000.
Advisor opine that the valuation based on Income Approach is most appropriate as currently, Nirvana still has no
clear plan for the development of the project, therefore, the usage of the difference between the market rate of lease
payment and the rate according to the lease payment is appropriate.
268
Appendix 3
Discount Rate
269
Singha Estate Pubilc Company Limted

Discount Rate
The discount rate applied for analyzing the net present value of projected corporate cash flow is 9.74 percent, which
calculated based on Weighted Average Cost of Capital (WACC) on shareholders equity proportion. The WACC
formula is as follows:
Weighted Average Cost of Capital Analysis (WACC):
WACC = KeWe + Kd (1-t) Wd

Ke = Return rate on shareholders equity
Kd = Average corporate interest loan rates is 4.19 percent
t = Corporate tax rate is 20 percent
We = Shareholders equity proportion is 59.36 percent or Baht 5,550,323,199 as of December 31,
2014
Wd = Total interest-bearing liabilities proportion is 40.64 percent or Baht 3,800,477,160 as of
December 31, 2014
Return Rate On Shareholders Equity Analysis (Ke) :
Ke = Rf + (Rm Rf)
Which are
Risk Free Rate (Rf) It is an average return rate on Bid Yield of Thai government bonds with a 35-year
maturity as of February 27, 2015. The rate is 3.84 percent (source:
www.thaibma.or.th)
Beta () It is the volatility of a stock exchange's returns relative to the corporate liquidation
price. IFA applied a past average 3-year Beta (source: Bloomberg) on
benchmarked listed companies in the Stock Exchange of Thailand (SET) under
property development business: They are A:Areeya Property Public Company
Limited, ANAN: Ananda Development Public Company Limited, GLAND: Grand
Canal Land Public Company Limited, LPN: L.P.N. Development Public Company
Limited, PACE: PACE Development Corporation Public Company Limited,
RML: Raimon Land Public Company Limited, MJD: Major Development Public
Company Limited, NOBLE: and Noble Development Public Company Limited.
IFA has adjusted their Betas to be Unlevered Beta, and with interest bearing debt
to equity ratio according to their financial statements as of December 31, 2014. As
result, the Beta is 0.83.
270
Rm It is an average past 35-year investment return rate on the Stock Exchange of

Thailand (SET), which represent the investement interval more effectively than
short-term period (source: the Stock Exchange of Thailand as of February 27,
2015). The value is 16.22 percent.
271
Nirvana Development Company Limited

Discount Rate
The discount rate applied for analyzing the net present value of projected corporate cash flow is 13.30 percent, which
calculated based on Weighted Average Cost of Capital (WACC) on shareholders equity proportion. The WACC
formula is as follows:
Weighted Average Cost of Capital Analysis (WACC):
WACC = KeWe + Kd (1-t) Wd

Ke = Return rate on shareholders equity
Kd = Average corporate interest loan rates is 6.92 percent
t = Corporate tax rate is 20 percent
We = Shareholders equity proportion is 39.36 percent or Baht 929,312,879.07 as of December
31, 2014
Wd = Total interest-bearing liabilities proportion is 60.64 percent or Baht 1,431,567,800.03 as of
December 31, 2014
Return Rate On Shareholders Equity Analysis (Ke) :
Ke = Rf + (Rm Rf)
Which are
Risk Free Rate (Rf) It is an average return rate on Bid Yield of Thai government bonds with a 35-year
maturity as of February 27, 2015. The rate is 3.84 percent (source:
www.thaibma.or.th)
Beta () It is the volatility of a stock exchange's returns relative to the corporate liquidation
price. IFA applied a past average 3-year Beta (source: Bloomberg) on
benchmarked listed companies in the Stock Exchange of Thailand (SET) under
property development business: They are KC: K.C. Property Public Company
Limited, EVER: Everland Public Company Limited, SAMCO: Sammakorn Public
Company Limited, NCH: N. C. Housing Public Company Limited, SENA: SENA
Development Public Company Limited, AQ: AQ Estate Public Company Limited,
LALIN: Lalin Property Public Company Limited, and MK: M.K. Real Estate
Development Public Company Limited. IFA has adjusted their Betas to be
Unlevered Beta, and with interest bearing debt to equity ratio according to their
financial statements as of September 30, 2014. As result, the Beta is 1.73.
272
Rm It is an average past 35-year investment return rate on the Stock Exchange of

Thailand (SET), which represent the investement interval more effectively than
short-term period (source: the Stock Exchange of Thailand as of February 27,
2015). The value is 16.22 percent.
273
(TRANSLATION)
Attachment 7
The details of the issuance and offering of the warrants to purchase ordinary shares of
(the "S - W1 Project")
1. Purpose and necessity
Singha Estate Public Company Limited (the "Company") will issue and offer for sale of newly
issued ordinary shares of the Company to its existing shareholders in proportion to their
respective shareholding (the "Rights Offering") and will issue and offer warrants to purchase
ordinary shares of the Company (the "Warrants"), which will be issued and offered to the
existing shareholders who have subscribed for the newly issued ordinary shares and made
subscription price payment for such shares, in order to provide consideration and incentives for
subscription of newly issued ordinary shares that the Company offers to the existing
shareholders in proportion to their respective shareholding (Rights Offering). In this respect,
the Company will utilize portions of the proceeds received from the sale of the newly issued
ordinary shares as its working capital and funding sources for its investments in the future.
The meeting of the Board of Directors of the Company adopted a resolution approving to
propose a general meeting of shareholders to authorize the Board of Directors, the Managing
Director and/or their designated person to do any of the following acts:
- to determine details for the allocation of the newly issued ordinary shares - which
are unsubscribed after the allocation to the existing shareholders in proportion to
their respective shareholding - to specific persons who are not the Company's
connected persons at a price not less than 90% of the market price, based on the
rules set out in the Notification of the Capital Market Supervisory Board No.
ThorJor. 28/2551 re: Application for and Issuance of an Approval of Offer for
Sale of Newly Issued Shares, as amended, and the Notification of the Office of
the Securities and Exchange Commission No. SorJor. 39/2551 re: Calculation of
Offer Price of Securities and Determination of Market Price For Considering of
Offer for Sale of Newly Issued Shares with Discount. The price of the newly
issued shares offered to any specific persons will not be less than that offered to
the existing shareholders in proportion to their shareholding, and to determine
details for the allocation of the Warrants.
- to determine or change any details and conditions necessary for and/or relating
to the issuance and offer for sale, and/or the allocation of newly issued ordinary
shares, including but not limited to, the rules to allocate shares in a single
allocation or several allocations, the periods, subscription and payment methods,
and the rules for allocation the newly issued ordinary shares to specific persons,
and for the allocation of the Warrants.
- to determine names of the specific persons who are entitled to the allocation of
the newly issued ordinary shares - which are unsubscribed after the allocation to
the existing shareholders in proportion to their respective shareholding
- to amend and modify the method for allocation of newly issued ordinary shares
and to execute any transactions necessary for and relating to the allocation of
newly issued ordinary shares, which remain unsubscribed after the allocation to
the existing shareholders, to specific persons, and the allocation of the Warrants,
subject to the scope approved by the resolutions of the Company's board of
directors meeting and shareholders meeting.
1
(TRANSLATION)
- to undertake any acts relating to or necessary for, as deemed fit, effecting the
issuance and offer, and/or allocation of the newly issued ordinary shares and the
allocation of the Warrants, including but not limited to, to negotiate, execute,
sign and/or amend any applications and/or documents necessary for or relating
to the issuance, sale or allocation of the newly issued ordinary shares, and/or the
listing of the Company's newly issued ordinary shares and the Warrants on the
Stock Exchange of Thailand.
- to appoint any person:
to negotiate or enter into any contracts and agreements, to execute and
amend any relevant documents, and to appoint subscription agents and/or
advisors or agents necessary for the foregoing allocation of the newly
issued ordinary shares and the Warrants to the existing shareholders in
proportion to their shareholdings and/or as private placement;
to execute any application forms, applications for waiver, notices, waivers
and such other documents relating to the allocation of the foregoing newly
issued ordinary shares to the existing shareholders in proportion to their
respective shareholding and to specific person, as well as the allocation of
the Warrants, and the registration of the trading of the new ordinary shares
and the Warrants on the Stock Exchange of Thailand, and the registration
of the capital increase with the Ministry of Commerce, and to liaise with
the relevant authorities.
2. Details of warrants to be issued

Nature and type Warrants for the purchase of newly issued ordinary shares
of Singha Estate Public Company Limited No. 1 (S-W1),
specified name of the holder and transferrable.
Maturity Not exceeding 4 years and 2 months from the date of

issuance and offering of Warrants
Number of the Warrants to be issued Not exceeding 1,632,953,508 units

and offered
Number of shares issued and reserved Not exceeding 1,632,953,508 units

for exercising right of the Warrants
Price per unit Baht 0.00
Exercise ratio 1 unit of Warrants to 1 newly issued ordinary share

(subject to change in accordance with the conditions of the
rights adjustment)
Exercise Price Baht 15 per new ordinary share (subject to change in

accordance with the conditions of the rights adjustment)
Date of issuance The same day as the registration of an increase in paid up

capital for the issuance and offer for sale of newly issued
ordinary shares to the existing shareholders proportionate
to their respective shareholding (Rights Offering)
2
(TRANSLATION)
Offering/allocation method The Company will allocate the Warrants to the existing
shareholders who have subscribed and paid for the
subscription price of the Rights Offering shares at the ratio
of 1 unit of the allocated newly issued ordinary share to 2
units of the Warrants.
In the event there remain Warrants which are not allocated
as above, the Company shall cancel such remaining
Warrants, resulting in number of outstanding Warrants
equal to those allocated to the shareholders.
Conditions and exercise period Warrant holders who may not be the existing shareholders
of the Company shall exercise their rights on the following
days:
First Exercise Date: 15 January 2018
Second Exercise Date: 16 July 2018
Third Exercise Date: 15 January 2019
Forth Exercise Date: 15 July 2019
The details of the exercise conditions are as stated in the
terms and conditions of Warrants which will be
determined by the Executive Committee, Chief Executive
Officer, and/or Managing Director.
Period for the notification of the To be specified in the Rights and Duties of Warrants Issuer
intention to exercise the warrants and Warrant Holders to Purchase the Ordinary shares of
Expiry date To be specified in the Rights and Duties of Warrants Issuer

and Warrant Holders to Purchase the Ordinary shares of
The first exercise date 15 January 2018
The last exercise date 15 July 2019 (If such date falls on a non-business day of
the Stock of Exchange of Thailand, the Warrants shall be
exercised on the last business day immediately preceding
the maturity date.)
Secondary market of the Warrants The Stock Exchange of Thailand
Secondary market of the newly issued The Stock Exchange of Thailand

ordinary shares as a result of the
exercise of the Warrants
Dilution effects Effect on control dilution

- Following the issuance and offer of the newly issued
ordinary shares to the existing shareholders in
proportion to their shareholding (Rights Offering):
if all existing shareholders subscribe their right
offering, they will not be affected from the control
dilution. If none of existing shareholders subscribe
their right offering and the private placement is not
3
(TRANSLATION)
proceeded, the Company will reduce its registered

capital by cancelling the unsubscribed ordinary
shares which would not affect the amount of paid-
up registered shares, or the control dilution.
However, if none of existing shareholders subscribe
their right offering but the private placement is
proceeded, this will result in the control dilution of
existing shareholders for approximately 14.29%
comparing to shareholding before the private
placement.
- Following the issuance and offer for sale of the
warrants, if all newly issued ordinary shares
reserved for the exercise of the Warrants have been
subscribed by subscribers who are not existing
shareholders, this will result in the control dilution
of existing shareholders for approximately 22.22%
when compared to shareholding before the issuance
and offer of the Warrants.
Effect on Price Dilution
- Following the issuance and sale of the newly issued
ordinary shares: shares of the Company will be
affected from price dilution at approximately 9.78%.
- Following the issuance and offer of the Warrants:
shares of the Company will not be affected from
price dilution, as the exercise price of Warrants (S-
W1) is Baht 15 per 1 newly issued share which is
higher than the hypothesis market price of the
Company's shares before the issuance and offer of
the Warrants. The market price is equivalent to the
weighted-average price of the Companys ordinary
shares in the Stock Exchange of Thailand over the
past 7 working days before the date on which the
Companys board of directors No. 1/2015, held on
27 February 2015, resolves to propose an agenda to
the meeting of the Companys shareholders to
approve the Company's offer for sale of newly
issued ordinary shares, from date 18 February 2015
to 26 February 2015, and therefore the price is
equivalent to Baht 9.50 per share (Information from
the Stock Exchange of Thailand).
Reasons to issue new shares to When the exercise price and the exercise ratio is adjusted
accommodate changes in the exercise of in accordance with the conditions for the adjustment of
right rights as described in the Terms and Conditions of the
warrant to purchase of newly issued ordinary shares
pursuant to section 11(4)(b) of the Notification of the
Capital Market Supervisory Board No. ThorJor 34/2551
Re: Application for and Approval of the Offering of
Warrants to Purchase Newly Issued Shares and the Newly
Issued Shares to Accommodate such Warrants.
4
(TRANSLATION)
Attachment 8
Capital Increase Report Form (F 53-4)

27 February 2015
We, Singha Estate Public Company Limited (the "Company"), hereby report the resolution of the
Company's Board of Directors meeting No. 1/2015, held on 27 February 2015 from 3 p.m. to 18.15
p.m. in respect to the capital increase and allocation of newly issued shares as follows.
1. Capital increase:
The Company's Board of Directors meeting passed a resolution approving an increase of the
registered capital of the Company from Baht 4,712,350,732 to Baht 7,348,290,786 by issuing
2,635,940,054 newly issued ordinary shares with a par value of Baht 1 each, totaling Baht
2,635,940,054. The details of the type of capital increase are as follows:
Capital increase Type of share Number of Par value Total

share (Baht per share) (Baht)
Specify the purpose
Ordinary shares 2,635,940,054 1.00 2,635,940,054
of utilizing capital
General mandate - - - -
2. Allocation of newly issued shares

The Company's Board of Directors meeting has passed a resolution to allocate 2,635,940,054
newly issued ordinary shares, with the par value of Baht 1 each, totaling Baht 2,635,940,054. The
details are as follows:
2.1 Form specifying the purpose of utilizing capital
Allocated to Number of Ratio Sale price Subscription and Note

share (Baht per payment period
(old : share)
new)
2.1.1 Specific To be announced Please see
persons (private later remarks No. 3
placement) and No. 4.
include
(1) Good 178,845,349 - 9.50
Prosper
Holdings
Limited, and
(2) Compile 7,664,443 - 9.50
House Co.,
Ltd..
Payment in
kind for
ordinary shares
of Nirvana
1
(TRANSLATION)
Allocated to Number of Ratio Sale price Subscription and Note

share (Baht per payment period
(old : share)
new)
Development
Co., Ltd..
2.1.2 Existing 816,476,754 6 existing 3.00 Please see remarks

Shareholders in shares : 1 No. 1 and No. 2.
proportion of new share
shareholding
(Rights
Offering)
2.1.3 To Number of - Please see Please see remark Please see

specific persons shares remark No. 2. No. 2. remark No. 2.
(private remaining after
placement) allocation as
per Item 2.1.2.
2.1.4 To 1,632,953,508 1 - Allocated to Exercise price
accommodate allocated subscribers in for newly
the exercise of share : 2 2.1.2 at no cost. issued ordinary
warrants to warrant share is Baht
purchase newly units Please see remark 15 Baht per
issued ordinary No. 2. share.
shares of the
Company,
which will be
offered to the
existing
shareholders
who subscribed
for and made
subscription
payment for
newly issued
ordinary shares
of the Company
in accordance
with Item 2.1.2
Remark
The details of allocation of the Companys newly issued ordinary shares are as follows:
1. No more than 816,476,754 newly issued ordinary shares, with a par value of Baht 1 each, are
allocated and offered to the existing shareholders in the proportion of shareholding (Rights Offering)
at the ratio of 6 existing shares : 1 newly issued ordinary share together with 2 units of warrant
to purchase of ordinary shares No. 1 (SW1) (ratio 6:1:2).
The meeting of the Board of Directors had a resolution to set 18 May 2015 as the record date
for the right of allocation of newly issued ordinary shares that are offered to the Companys
existing shareholders in the proportion of shareholding (Rights Offering), and to gather the list
2
(TRANSLATION)
of shareholders names under section 225 of the Securities and Exchange Act, B.E. 2535 (1992)
(as amended), by means of book closing on 19 May 2015.
2. With respect to allocation of newly issued ordinary shares to the existing shareholders in the
proportion of shareholding, the shareholders have the right to subscribe for newly issued
ordinary shares in excess of their right per the ratio specified above (oversubscription) provided,
such right may be exercised for no more than 100 percent of the number of shares held by each
shareholder. The existing shareholders who subscribe for shares in excess of their right will
receive an allocation of such shares only when there are shares remaining after completed
allocation to all of the existing shareholders who subscribe for shares under their right. The
rules on oversubscription of newly issued ordinary shares are as follows:
In the event that the number of remaining newly issued shares is greater than the number
of oversubscribed shares
The Company will allocate shares to the shareholders who express their wish to
oversubscribe for shares and made the subscription payment for all shares per the
number of shares for which they express their wish to oversubscribe.
In the event that the number of remaining newly issued shares is less than the number
of oversubscribed shares
(a) Each shareholder who oversubscribes will receive an allocation in the

proportion of his/her existing shareholding (the fractions of shares shall be
rounded off). The number of shares to be allocated will not be more than the
number of shares subscribed and for which subscription payment has been
made by each shareholder.
(b) In the event that shares still remain after the allocation in (a), they shall be
allocated to each person who oversubscribes and has not received complete
allocation per the proportion of his/her existing shareholding (the fractions of
shares shall be rounded off). The number of share to be allocated will not be
more than the number of shares subscribed for and for which subscription
payment has been made by each shareholder. The allocation of shares to the
oversubscribers in accordance with the means in (b) shall be carried on until no
shares remain from the allocation.
The allocation of oversubscribed shares per the details above in any case shall not
enable any oversubscription shareholders to hold the Companys shares in an
increasing nature reaching or crossing the point where a tender offer must be made, as
prescribed in 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 (Notification ThorJor. 12/2554), or in violation of the foreign
limit as specified in the Companys Articles of Association, which currently allows
foreigners to hold no more than 39 percent of all issued shares of the Company.
In the case where there are shares remaining from the allocation to the existing
shareholders above, the Company will allocate such remaining newly issued ordinary
shares to specific persons (Offer for Sale of Newly Issued Shares to Specific
Persons) in accordance with the definition prescribed in the Notification of the Capital
Market Supervisory Board No. ThorJor. 28/2551 re: Application for and Approval of
Offer for Sale of Newly Issued Shares (as amended) (Notification ThorJor.
28/2551). The persons in the private placement must not be connected persons of the
Company. However, if there are the warrants to purchase newly issued ordinary shares
remaining from the allocation to the existing shareholders, all of such warrants to
purchase newly issued ordinary shares will be cancelled by the Company.
3
(TRANSLATION)
The price of the newly issued shares offered to the specific persons shall not be less
than 90 percent of the market price. The market price will be set in accordance with the
rules in Notification ThorJor. 28/2551 and the Notification of the Office of the
Securities and Exchange Commission No. SorJor. 39/2551 re: Calculation of Offer
Price of Securities and Determination of Market Price for Consideration of Offer for
Sale of Newly Issued Shares with Discount (Notification SorJor. 39/2551). The
price of the newly issued shares offered to the specific persons shall not be less than
the price of shares offered to the existing shareholders at rights offering.
3. The meeting of the Board of Directors resolved to propose an agenda to the meeting of the
Companys shareholders to allocate 186,509,792 of the Companys newly issued ordinary
shares, with a par value of Baht 1 each, to (1) Good Prosper Holdings Limited, and (2) Compile
House Co., Ltd., which are not the connected persons of the Company under the Notification of the
Capital Market Supervisory Board No. ThorJor. 21/2551 re: Rules on Connected Transactions,
and the Notification of the Board of Stock Exchange of Thailand re: Disclosure of Information
and Actions of Listed Companies in Connected Transactions, B.E. 2546 (2003) (Notification
ThorJor. 21/2551).
4. The price of newly issued ordinary shares allocated to the specific persons shall be at Baht 9.5
per share, which is not less than 90 percent of the market price (Market Price which means
the weighted-average price of the Companys ordinary shares in the Stock Exchange of
Thailand over the past 7 working days before the date on which the Companys Board of
Directors resolves to propose an agenda to the meeting of the Companys shareholders to
approve the Company's offer for sale of newly issued ordinary shares, from date 18 February
2015 to 26 February 2015, and therefore the price is equivalent to Baht 9.50 per share
(Information from the Stock Exchange of Thailand)). This allocation of newly issued ordinary
shares to the specific persons is not within the scope of offer for sale of newly issued ordinary
shares with a discount under Notification ThorJor. 28/2551. The Company shall complete the
allocation of shares within one year from the date on which the meeting of the Companys
shareholders resolves to approve this allocation of newly issued shares to the specific persons.
5. The meeting of the Board of Directors of the Company has adopted a resolution approving to
propose a general meeting of shareholders to authorize the Board of Directors, the Managing
Director and/or their designated person to do any of the following acts:
- to determine details for the allocation of the newly issued ordinary shares - which
are unsubscribed after the allocation to the existing shareholders in proportion to
their respective shareholding - to specific persons who are not the Company's
connected persons at a price not less than 90% of the market price, based on the
rules set out in Notification ThorJor. 28/2551 and Notification SorJor. 39/2551.
The price of the newly issued shares offered to any specific persons will not be
less than that offered to the existing shareholders in proportion to their
shareholding, and to determine details for the allocation of the warrants to
purchase newly issued ordinary shares.
- to determine or change any details and conditions necessary for and/or relating
to the issuance and offer for sale, and/or the allocation of newly issued ordinary
shares, including but not limited to, the rules to allocate shares in a single
allocation or several allocations, the periods, subscription and payment methods,
and the rules for allocation the newly issued ordinary shares to specific persons,
and for the allocation of the warrants to purchase newly issued ordinary shares.
- to determine names of the specific persons who are entitled to the allocation of
the newly issued ordinary shares - which are unsubscribed after the allocation to
the existing shareholders in proportion to their respective shareholding
4
(TRANSLATION)
- to amend and modify the method for allocation of newly issued ordinary shares
and to execute any transactions necessary for and relating to the allocation of
newly issued ordinary shares, which remain unsubscribed after the allocation to
the existing shareholders, to specific persons, and the allocation of the Warrants,
subject to the scope approved by the resolutions of the Company's board of
directors meeting and shareholders meeting.
- to undertake any acts relating to or necessary for, as deemed fit, effecting the
issuance and offer, and/or allocation of the newly issued ordinary shares and the
allocation of the warrants to purchase newly issued ordinary shares, including
but not limited to, to negotiate, execute, sign and/or amend any applications
and/or documents necessary for or relating to the issuance, sale or allocation of
the newly issued ordinary shares, and/or the listing of the Company's newly
issued ordinary shares and the warrants to purchase newly issued ordinary shares
on the Stock Exchange of Thailand.
- to appoint any person:
to negotiate or enter into any contracts and agreements, to execute and
amend any relevant documents, and to appoint subscription agents and/or
advisors or agents necessary for the foregoing allocation of the newly
issued ordinary shares and the warrants to purchase newly issued ordinary
shares of the Company to the existing shareholders in proportion to their
shareholdings and/or as private placement;
to execute any application forms, applications for waiver, notices, waivers
and such other documents relating to the allocation of the foregoing newly
issued ordinary shares to the existing shareholders in proportion to their
respective shareholding and to specific person, as well as the allocation of
the warrants to purchase newly issued ordinary shares of the Company,
and the registration of the trading of the new ordinary shares and the
warrants to purchase newly issued ordinary shares of the Company on the
Stock Exchange of Thailand, and the registration of the capital increase
with the Ministry of Commerce, and to liaise with the relevant authorities.
2.2.1 Companys action in the case of share fractions

If there are share fractions occurring from the allocation of shares to
shareholders, such share fractions shall be rounded off.
3. Determination of the date of the ordinary/extraordinary shareholders meeting to request

approval of capital increase and allocation of newly issued shares
The date of the 2015 ordinary shareholders meeting shall be on 22 April 2015, at 13.30 (time)
at Intercontinental Hotel Bangkok, and
the closing date for the right to attend the shareholders meeting shall be
from .......................... until such shareholders meeting finishes.
the list of shareholders entitled to attend the shareholders meeting on 16 March 2015
shall be determined, and the list under section 225 of the Securities and Exchange Act,
B.E. 2535 (1992) (as amended) shall be gathered by means of book closing on 17 March
2015 (the working day following the date of determination of the list of shareholders
names).
5
(TRANSLATION)
4. Approval of the capital increase/allocation of newly issued ordinary shares by relevant

governmental agency and condition thereto (if any)
4.1 The Company is required to apply for registration of the increase of registered capital
and paid-up capital of the Company, and amendment to the Memorandum of
Association with the Ministry of Commerce.
4.2 The Company is required to apply for approval from the Stock Exchange of Thailand
to list to following on the Stock Exchange of Thailand:
(i) newly issued ordinary shares from the allocation of the Rights Offering;
(ii) warrant to purchase the share allocation of newly issued ordinary shares; and
(iii) newly issued ordinary shares issued from the exercise of warrants to purchase
newly issued ordinary shares of the Company.
5. Objectives of the capital increase and plans for utilizing proceeds received from the
capital increase
- Allocation to specific persons: (1) Good Prosper Holdings Limited; and (2)
Compile House Co., Ltd., at the allocation price Baht 9.5 per share, totaling
Baht 1,771,843,024, as payment for the purchase price of 3,649,993 ordinary
shares in Nirvana Development Co., Ltd. ("Nirvana"), or an equivalent of 51
percent of the total shares in Nirvana, at Baht 485.44 per share to be sold to the
Company.
- The proceeds received from the capital increase will be used as working capital
and funding sources for various investments by the Company in the future.
6. Benefits the Company will receive from the capital increase and allocation of newly issued
ordinary shares
The Company expects to gain benefits from entering into this transaction as follows:
1. Investment in Nirvana's ordinary shares can generate immediate return to the Company
as Nirvana has operated business for over 10 years and has had good operating result.
The projects which are under development and which will be soon developed have
potential to generate income and good return. The investment in Nirvana enables the
Company to expand its business, diversify risks, and respond to customers various
demands, from high-rise projects, low-rise residential projects, and hotels. This will
bring about satisfactory operating results and value creation for the Companys
shareholders in the long run. Such investment will also facilitate and expedite the
Companys entry into low-rise residential business by leveraging on the brand,
personnel, experience and expertise of Nirvana.
2. The Company will receive additional sources of fund to increase liquidity and
strengthen the financial structure, which will enhance the capacity of the Company to
conduct its business. In addition, the Company will use the proceeds to facilitate the
investments of the Company in the future which will expand the Company's business
and add value for the shareholders in a long run.
6
(TRANSLATION)
7. Benefits that the shareholders will receive from the capital increase or allocation of newly
issued ordinary shares
7.1 Dividend policy

The Company has a policy to pay out not less than 4 0 percent of the profit after
corporate income tax, legal reserve, and other provisions. The dividend policy is subject
to changes in accordance with the operating performance, financial position, liquidity,
necessity of investment, cash flow for the additional investment, expanding the
business, terms and conditions as prescribed in the loan agreement, and other factors
relating to the business operations, as the directors or shareholders deem necessary and
appropriate.
7.2 Subscribers to newly issued shares for this capital increase will be entitled to
receive dividend from the Company's business operations
Subscribers to and/or persons who are allocated with new shares issued for this capital
increase will be entitled to receive dividend from the Company's business operations
starting from when the subscribers and/or such persons are registered as shareholders
of the Company.
7.3 Subscribers who exercise the warrant to purchase newly issued ordinary shares
will be entitled to receive dividend from the Company's business operations
New ordinary shares issued in accordance with the exercise of the warrant by the
warrant holder will have the same status as other ordinary shares of the Company, and
entitle the holder to receive dividend from the exercise date, and also have the
shareholders' names appear in the share register book of the Company, which has been
submitted for registration with the Ministry of Commerce.
8. Other supporting details necessary for shareholders to approve the capital increase and
allocation of newly issued ordinary shares
Effect on control dilution (Control Dilution)
- Following the issuance and offer of the newly issued ordinary shares to the existing
shareholders in proportion to their shareholding (Rights Offering), if all existing
shareholders subscribe their right offering, they will not be affected from the control
dilution. If none of existing shareholders subscribe their right offering and the private
placement is not proceeded, the Company will reduce its registered capital by
cancelling the unsubscribed ordinary shares which would not affect the amount of paid-
up registered shares, or the control dilution.
However, if none of existing shareholders subscribe their right offering but the private
placement is proceeded, this will result in the control dilution of existing shareholders
for approximately 14.29% comparing to shareholding before the private placement.
- Following the issuance and offer for sale of the warrants, if all newly issued ordinary
shares reserved for the exercise of the warrants have been subscribed by subscribers
who are not existing shareholders, this will result in the control dilution of existing
shareholders for approximately 22.22% when compared to shareholding before the
issuance and offer of the warrants.
- Following the allocation of newly issued ordinary shares to specific persons, the
Company's shareholders will be affected as detailed in Clause 10.6.
7
(TRANSLATION)
Effect on Price Dilution (Price Dilution)

- Following the issuance and sale of the newly issued ordinary shares to the existing
shareholders in proportion to their shareholding (Rights Offering), shares of the
Company will be affected from price dilution at approximately 9.78%
- Following the issuance and offer of the warrants, shares of the Company will not be
affected from price dilution, as the exercise price of warrants (S-W1) is Baht 15 which
is higher than the hypothesis market price of the Company's shares before the issuance
and offer of the warrants. The market price is equivalent to the weighted-average price
of the Companys ordinary shares in the Stock Exchange of Thailand over the past 7
working days before the date on which the Companys board of directors No. 1/2015,
held on 27 February 2015, resolves to propose an agenda to the meeting of the
Companys shareholders to approve the Company's offer for sale of newly issued
ordinary shares, from date 18 February 2015 to 26 February 2015, and therefore the
price is equivalent to Baht 9.50 per share (Information from the Stock Exchange of
Thailand).
- Following the allocation of newly issued ordinary shares to specific persons, the
Company's shareholders will be affected as detailed in Clause 10.6.
9. Schedule of actions if the Board of Directors of the Company passes a resolution

approving the capital increase or allocation of newly issued ordinary shares
No. Procedure for the capital increase Date/Month/Year
1. Board of Directors Meeting No. 1/2558. 27 February 2015
2. Record date to determine the name of shareholders who are 16 March 2015
eligible to attend the AGM (record date).
3. Book closing date to compile the names pursuant to section 225 17 March 2015
of the Securities and Exchange Act, B.E. 2535 (as amended).
4. The 2015 annual general meeting of shareholders. 22 April 2015
5. Record date to determine the name of shareholders who are 18 May 2015
eligible to subscribe to newly issued ordinary shares (record
date).
6. Book closing date to compile the names of shareholders who are 19 May 2015
eligible to subscribe to newly issued ordinary shares pursuant to
section 225 of the Securities and Exchange Act, B.E. 2535 (as
amended).
10. Information regarding the allocation of newly issued ordinary shares of the Company
as private placement
10.1. Criteria and Procedure to Choose the Specific Persons
The Company whishes to offer 186,509,792 newly issued ordinary shares, with a par
value of Baht 1 each, at Baht 9.5 per share, totaling Baht 1,771,843,024 to the specific
persons (Private Placement). The objective of the issuance and offer of newly issued
shares is as payment for the purchase price of 3,649,993 ordinary shares in Nirvana (or
an equivalent of 51 percent of the total ordinary shares in Nirvana), at Baht 485.44 per
8
(TRANSLATION)
share. The Company is under the process to purchase such shares from the major
shareholders of Nirvana, i.e. (1 ) Good Prosper Holdings Limited and (2 ) Compile
House Co., Ltd.; whereby the Company will enter into the Share Purchase and Share
Subscription Agreement and other relevant agreements related to the transaction with
such specific persons subsequent to obtaining the approval from the Company's Board
of Directors meeting on 27 February 2015 and will enter into the transaction subsequent
to obtaining the approval from the Company's shareholder meeting, scheduled on 22
April 2015.
In this regard, the Company's Board of Directors has approved to proceed the allocation
of newly issued ordinary shares to the specific persons, i.e. (1) Good Prosper Holdings
Limited and (2) Compile House Co., Ltd. who are the major shareholders of Nirvana
in proportion of their shareholding ratio in Nirvana to be sold to the Company in order
to accommodate the completion of the investment project. The Company believes that
Nirvana's business has potential and can support the Company's main business;
therefore, it will enhance the Company's business profit in a long run.
10.2. Detail of Relationship between the Specific Persons and the Company
Each specific persons to whom the newly issued ordinary shares are specifically
allocated does not have relationship with and is not a connected person of the Company
pursuant to the Notification ThorJor. 21/2551. Such specific persons do not have
business or personal relationship with the Company; directors, executives or major
shareholders of the Company; or close relatives of the aforementioned persons.
10.3. Opinion of the Board of Directors and the Audit Committee
A. Opinion of the Board of Directors in connection with the capital increase and the
private placement
The Company's Board of Directors meeting is of the opinion that this offer of
newly issued shares to specific persons is appropriate and benefits the Company
as the Company wishes to invest in Nirvana, the business of which has potential
and can support the Company's main business, by acquiring ordinary shares in
Nirvana from the major shareholders of Nirvana; whereby, the Company has
agreed with such major shareholders of Nirvana that the payment for the purchase
price of ordinary shares in Nirvana will be a payment in kind, i.e. 186,509,792
newly issued ordinary shares of the Company, at Baht 9.5 per share, totaling to a
value of Baht 1,771,843,024. The offering price is not less than 90 percent of the
market price (Market Price means the weighted-average price of the Companys
ordinary shares in the Stock Exchange of Thailand over the past 7 working days
before the date on which the Companys Board of Directors resolves to propose
an agenda to the meeting of the Companys shareholder meeting to approve the
Company's offer of newly issued ordinary shares, from date 18 February 2015 to
26 February 2015, and therefore the price is equivalent to Baht 9.50 per share
(Information from the Stock Exchange of Thailand)). In addition, the payment for
the purchase price of ordinary shares in Nirvana by offering the newly issued
shares is an appropriate and efficient method because the Company can invest in
Nirvana without finding other sources of fund such as loans which may cause the
Company to incur more funding cost.
Considering the aforementioned rationale, the Board of Directors is of the opinion
that the determination of the offering price of the newly issued ordinary shares at
Baht 9.5 per share, which is not less than the market price, is appropriate and this
9
(TRANSLATION)
offering of the Company's newly issued ordinary shares is appropriate and

reasonable and will benefit the Company and its shareholders.
B. Opinion of the Audit Committee in connection with the capital increase and the
private placement
The audit committee has attended the Board of Directors meeting which was held
on 27 February 2015 and considered the agenda of capital increase and allocation
of the newly issued shares. The audit committee has the opinion which is not
different from the opinion of the Board of Directors.
10.4. Benefits Obtained Other than the Ordinary Shares in Nirvana

- None -
10.5. Other Material Conditions/Agreement

-None -
10.6. Information of the Potential Effect from the Capital Increase or the Private Placement
I. Effect on Control Dilution (Control Dilution)
Control Dilution = Qe / (Qo + Qe)
By which
Qo = Number of existing paid-up shares are 4,712,350,732
shares
Qe = Number of newly issued ordinary shares increased as a
result of private placement are 186,509,792 shares
The decrease in proportion of = Qe / (Qo + Qe)
shareholding (Control = 186,509,792/(4,712,350,732+186,509,792)
Dilution)
= 3.81%
II. Effect on Price Dilution (Price Dilution)
Price Dilution = (Po - PE) / Po
By which
PE = (PoQo + PeQe) / (Qo+Qe)
Po = Market Price (the weighted-average price of the
Companys ordinary shares in the Stock Exchange of
Thailand over the past 7 working days before the date
on which the Companys Board of Directors meeting
(27 February 2015 ) which is equivalent to Baht 9.50
per share
Pe = The price of newly issued ordinary shares allocated to
the specific persons which is Baht 9.5 per share
Qo = Number of existing paid-up shares are 4,712,350,732
shares
Qe = Number of newly issued ordinary shares increased as a
result of private placement are 186,509,792 shares
10
Attachment 9
Evidence to be presented for Attending the Meeting

The following documents must be presented to register prior to attending the meeting (as the case may be)
1. A shareholder who is a natural person:
1.1 In case of attendance in person
An original of the valid ID document with a photo, issued by a governmental authority, e.g. citizen ID
card, driver license or passport.
1.2 In case of attendance by proxy:
(a) A duly completed Proxy Form attached to the invitation letter, signed by the shareholder as the
grantor and the proxy;
(b) A copy of the shareholders ID document as described in Item 1.1 above, certified true and
correct by the shareholder; and
(c) An original of the valid ID document of the proxy with a photo, issued by a governmental
authority, as described in Item 1.1, together with a copy certified true and correct by the proxy.
2. A shareholder who is a juristic person:
2.1 In case of attendance by authorized representative(s) of the shareholder:
(a) An original of the valid ID document of the authorized representative(s) as described in Item 1.1
above, together with a copy certified true and correct by such authorized representative(s); and
(b) A copy of the Affidavit or Certificate of Incorporation of the shareholder showing the name of
such authorized representative(s) as person(s) having authority to act on the shareholders
behalf. Such copy must be certified true and correct by the authorized representative(s),
together with affixing the companys seal (if any).
2.2 In case of attendance by proxy:
(a) A duly completed Proxy Form attached to the invitation letter, signed by the shareholder and the
proxy;
(b) A copy of the Affidavit or Certificate of Incorporation of the shareholder showing the name of the
authorized representative(s) as person(s) having authority to act on the shareholders behalf.
Such copy must be certified true and correct by the authorized representative(s), together with
affixing the companys seal (if any);
(c) A copy of the valid ID document of the authorized representative(s) with a photo, issued by a
governmental authority, as described in Item 1.1, certified true and correct by the authorized
representative(s); and
(d) An original of the valid ID document of the proxy with a photo, issued by a governmental
authority, as described in Item 1.1, together with a copy certified true and correct by the proxy.
3. A shareholder who is non-Thai shareholder or is a juristic person incorporated under a foreign law:
Items 1. and 2. shall be applied mutatis mutandis to a non-Thai shareholder or a shareholder who is juristic
person incorporated under a foreign law as the case may be under the following conditions:
(a) Affidavit or Certificate of Incorporation of such juristic person may be issued by either the
governmental authority of the country where such juristic person is situated or by an officer of such
juristic person, provided that such Affidavit or Certificate of Incorporation must contain the name of
the juristic person, the name of the authorized representative(s) of such juristic person and
conditions, restrictions and authority relating to the signing or attending the meeting, including the
address of the head office of the juristic person; and
(b) English translation is required to be attached for any original document which is not made in English
and such translation must be certified by the authorized representative(s) of such juristic person,
together with affixing the companys seal (if any).
Remark In the event that a shareholder wishes to grant proxy to an independent director, as listed in Attachment
10, please deliver the documents as described in Items 1.2 (a)-(b) or 2.2 (a)-(b) (as the case may be) to
the Company by Friday, 17 April 2015 in order to register in advance, to the following address: Singha
Estate Public Company Limited, 968 U Chu Liang Building, 20th Floor, Rama 4 Road, Silom, Bangrak,
Bangkok 10500, Thailand.
Attachment 10
List of the Company's Independent Directors for Proxy Granting
1. Mr. Satit Rungkasiri

Independent Director / Chairman of the Audit Committee /
Chairman of the Risk Management Committee
Age: 55 Years Old
Address: Singha Estate Public Company Limited
968 U Chu Liang Building, 20th Floor, Rama 4 Road,
Silom, Bangrak, Bangkok 10500 Thailand
Conflict of Interest: None
2. Mr. Karoon Nuntileepong

Independent Director / Member of the Audit Committee
Age: 55 Years Old
3. Mr. Thana Thienachariya

Independent Director / Member of the Audit Committee
Age: 46 Years Old
Attachment 11
The Company's Articles of Association relating to Shareholder's Meeting
Chapter 4 Shareholders Meetings

Article 35 The shareholders meeting shall be held at the locality where the Companys head office is
located, or in a neighboring province, or at any other venue as fixed by the Board of
Directors.
Article 36 The shareholders meeting shall be held at least once (1) every year and shall be called a
"general meeting." The general meeting shall be held within four (4) months from the end of
the fiscal year of the Company.
Any other shareholders meeting shall be called an "extraordinary general meeting."
The Board of Directors may summon an extraordinary general meeting of shareholders at
any time as deemed appropriate. Moreover, shareholders holding shares in aggregate of not
less than one-fifth (1/5) of the total number of shares sold or shareholders numbering not
less than twenty-five (25) persons holding shares in aggregate not less than one-tenth (1/10)
of the total number of shares sold, may at any time submit their names and request the
Board of Directors in writing to call for an extraordinary general meeting, provided that the
reasons for the request to call such meeting shall be clearly stated in the said written
request. In such an event, the Board of Directors shall proceed to call a shareholders
meeting to be held within one (1) month from the date of the receipt of such request from the
said shareholders.
Article 37 To convene a shareholders meeting, the Board of Directors shall prepare a notice of
invitation, indicating the place, date, time and agenda items, including matters to be
proposed to the meeting and appropriate details. The notice shall clearly indicate whether
the matters, along with relevant opinion of the Board of Directors, are proposed to the
meeting for acknowledgement, for approval or for consideration. The notice of invitation shall
be delivered to shareholders and the registrar no less than seven (7) days prior to the date
of the meeting, and shall be published in a newspaper for no less than three (3) consecutive
days and no less three (3) days prior to the date of the meeting.
Article 38 At a shareholders meeting, there shall be not less than twenty five (25) shareholders and
proxies (if any) attending the meeting or not less than one-half (1/2) of the total number of
shareholders, and such shareholders shall hold shares amounting to not less than one-third
(1/3) of the total number of shares sold, whereby a quorum would then be constituted.
1
At any shareholders meeting, if one (1) hour has passed from the time specified for the
meeting and the number of shareholders attending the meeting is still inadequate for a
quorum as prescribed, and if such shareholders meeting was called as a result of a request
of the shareholders, the meeting shall be cancelled. If the meeting was not called as a result
of a request of the shareholders, a new meeting shall be called for and the notice calling for
such meeting shall be dispatched to shareholders not less than seven (7) days prior to the
date of the meeting. At the subsequent meeting, a quorum is not required.
Article 39 At any shareholders meeting, shareholders may give a proxy to other persons to attend the
meeting and vote on their behalf. The proxy shall be made in writing as prescribed by the
public limited company registrar, and signed by the proxy granter. The proxy shall be
submitted to the chairman or the person determined by the chairman at the place of the
meeting before the proxy attends the meeting. The proxy form shall at least include the
following particulars:
(a) number of shares held by the proxy granter;
(b) name of the proxy;
(c) serial number of meeting which the proxy has been authorized to attend and vote
at.
Article 40 The shareholders meeting shall proceed in accordance with the order of agenda items
prescribed in the notice of invitation, unless the meeting resolves to change the order of
agenda items by a vote of no less than two-thirds (2/3) of the shareholders attending the
meeting.
Once the meeting has finished consideration of matters in accordance with the agenda
prescribed in the notice of invitation, shareholders holding in aggregate not less than one-
third of the total number of sold shares may request that the meeting consider other matters
than those prescribed in the notice of invitation.
Where consideration of matters following the order of agenda items determined in the notice
of invitation are not finished, and it is necessary to adjourn the meeting, the meeting shall
determine the place, date and time for the subsequent meeting. The Board of Directors shall
then submit to shareholders the notice of invitation to such meeting, indicating the place,
date, time and agenda items, no less than seven (7) days prior to the date of the meeting.
Such notice of invitation shall be published in a newspaper for no less than three (3)
consecutive days and no less three (3) days prior to the date of the meeting.
Article 41 The chairman of the Board of Directors shall be the chairman of the meeting. In case of
absence of the chairman, or if the chairman is incapable of performing his or her duties, the
vice-chairman, if any, shall preside over the meeting. If there is no vice-chairman, or if the
2
vice-chairman is absent or incapable of performing his or her duties, shareholders present at
the meeting shall elect one among themselves to preside over the meeting.
Article 42 At a shareholders meeting, each shareholder shall have one (1) vote per one (1) share.
Any shareholders who have a special interest in any matter shall not be entitled to vote on
such matter, except in the case of a vote on election of directors.
Article 43 To vote at a shareholders meeting, one (1) share shall carry one (1) vote. Resolutions of
shareholders meetings shall be passed by the following votes:
(1) In an ordinary event, resolutions of the meeting shall be passed by the majority
votes of shareholders who are present at the meeting and entitled to vote. In case
of a tie, the chairman of the meeting shall cast one extra vote to reach a final
decision.
(2) In the following cases, resolutions of the meeting shall be passed by a vote of no
less than three-fourths (3/4) of the total number of votes of shareholders who are
present at the meeting and are entitled to vote:
a. sale or transfer of the entire business of the Company or a material part
thereof to other persons;
b. purchase or acceptance of business transfer of another company or a
public limited company to the Company;
c. entering into, amendment or termination of agreements relating to the
lease of the entire business of the Company or a material part thereof;
d. authorization of other persons to manage the business of the Company;
e. consolidation of business with other persons with the aim to share profit
and loss;
f. amendment to Memorandum of Association or Articles of Association of
the Company;
g. capital increase or decrease, or issuance of debentures; and
h. amalgamation or dissolution.
Article 44. Business to be transacted at an annual general meeting shall be the following:
(1) to consider the report of the Board of Directors proposed to the meeting on
performance of the Company in the preceding year;
(2) to consider and approve balance sheets;
(3) to consider allocation of profits;
(4) to elect directors to replace those who retire by rotation;
(5) to appoint auditors and determine audit fees; and
(6) other business.
3
Attachment 12
13
() Attachment 13
SINGHA ESTATE PUBLIC COMPANY LIMITED
Shareholders Registration No.

I/We Nationality

Address
()
Being a Shareholder of Singha Estate Public Company Limited

Holding the total amount of Shares

Ordinary Share Shares

Registration Form
2558
The 2015 Annual General Meeting of Shareholders
()
22 2558 13.30 .
Wednesday, April 22, 2015 at 1.30 p.m.
1 4
973 10330
at Grand Ballroom 1, 4th Floor, the Intercontinental Bangkok Hotel,
973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330
.........................................................................................................................
I/We shareholder or proxy of
() ...........................................................
Singha Estate Public Company Limited of which the identification number

attend the above mentioned meeting.
..............................................................
Sign Meeting Attendant
(...)
For your convenience, the shareholder who will attend the meeting in person
or the proxy holder is required to present this Registration Form at the meeting.
( .) 14/ Attachment 14
Proxy (Form A) 20
Duty Stamp 20
____
Shareholders Register No. Written at
_ .. _______ ___
Date Month Year
1 ______________________________________________________________
I/We
_________________________________________________________ ____________________________________________
Address Nationality
2 () ( )
Being a Shareholder of Singha Estate Public Company Limited (the Company)

holding the total amount of shares and have the rights to vote equal to votes as follows:

Ordinary share shares have the rights to vote equal to votes

Preferred share shares have the rights to vote equal to votes
3 (
10)
Hereby appoint (You may grant proxy to the Companys Independent Directors as listed in Attachment 10 to attend the meeting)
(1) / /
Mr. / Mrs. / Ms. Age Years,
___________________ / _________________
residing at Road Sub- District
/
District Province Postal Code or
(2) / /
____________________ / _________________
/
District Province Postal Code or
(3) / /
____________________ / _________________
/
District Province Postal Code
2558
() 22 2558 13.30 . 1 4
973 10330
Anyone of above as my/our proxy to attend and vote on my/our behalf at the meeting of the 2015 Annual General Meeting of Shareholders
(AGM) of Singha Estate Public Company Limited on Wednesday, April 22, 2015, 1.30 p.m. at Grand Ballroom 1, 4th Floor, the
Intercontinental Bangkok Hotel, 973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330 or such other date, time and place as the
meeting may be adjourned.

Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.
/Signed /Grantor
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
:

Remarks: A shareholder shall appoint only one proxy to attend and vote at the Meeting. A shareholder shall not appoint more than one proxy,
each with the voting rights in respect of a certain portion of shares.
14 / Attachment 14
( .) 20
Proxy (Form B) Duty Stamp 20

Shareholders Registration No. Written at
..
Date Month Year
(1) _________________________________________________________ _____
I/We
___________________________________ _ _______________________
Address Nationality
(2) () ( )
Being a Shareholder of Singha Estate Public Company Limited (the Company)

Holding the total amount of shares and have the rights to vote equal to votes as follows:

Ordinary share shares have the rights to vote equal to votes

Preferred share shares have the rights to vote equal to votes
(3) (
10)
1. ________________________________________
Mr./Mrs./Ms. Age years, residing at
/ /
Road Sub- District District

Province Postal Code or
2. ________________________________________
/ /

3. ________________________________________
/ /

Province Postal Code
2558
() 22 2558 13.30 . 1 4
973 10330
Anyone of above as my/our proxy to attend and vote on my/our behalf at the meeting of the 2015 Annual General Meeting of
Shareholders (AGM) of Singha Estate Public Company Limited on Wednesday, April 22, 2015, 1.30 p.m. at Grand Ballroom 1,
4th Floor, the Intercontinental Bangkok Hotel, 973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330 or such other date, time
and place as the meeting may be adjourned.
1/7
(4)
In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:
1 1/2557 9 2557
Agenda Item 1 To acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014 held on
9 June 2014
()
(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.
()
(b) To grant my/our proxy to vote at my/our desire as follows:

Approve Disapprove Abstain
2 2557
Agenda Item 2 To acknowledge the Companys 2014 operating results
()
()

3 31 2557
Agenda Item 3 To consider and approve the financial statements for the year ended 31 December 2014
()
()

4 2557
Agenda Item 4 To consider and approve the omission of the dividend payment for the operating results of the year 2014
and the non-appropriation of the legal reserve
()
()

5 2558
Agenda Item 5 To consider and approve the appointment of directors who retire by rotation of the year 2015
()
()

Vote for all nominated candidates

2/7

Vote for an individual nominated candidate
1.
Name of the nominated candidate 1. Mr. Longlom Bunnag

2.
Name of the nominated candidate 2. Mr. Nattavuth Mathayomchan

3.
Name of the nominated candidate 3. Mr. Thanavath Phonvichai

6 2558
Agenda Item 6 To consider and approve the 2015 remuneration for the Companys directors
()
()

7 2558
Agenda Item 7 To consider and approve the appointment of the auditors and determination of the 2015 audit fee
()
()

8
Agenda Item 8 To consider and approve the investment in Nirvana Development Co., Ltd.
()
()

9 2,635,940,054
4,712,350,732 7,348,290,786
2,635,940,054 1 (1)
(2) (Rights Offering) (3)

3/7
Agenda Item 9 To consider and approve the increase of the Companys registered capital by Baht 2,635,940,054 from the
existing registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786 by
issuing 2,635,940,054 newly issued ordinary shares, with a par value of Baht 1 per share, to be allocated
(1) to specific persons (Private Placement) as payment for the ordinary shares of Nirvana Development
Co., Ltd., (2) to the existing shareholders in the proportion of shareholding (Rights Offering) and (3) to be
reserved for the exercise of warrants to purchase ordinary shares of the Company
()
()

10 4

Agenda Item 10 To consider and approve the Amendment to Clause 4 of the Companys Memorandum of Association in
order to be in line with the capital increase
()
()

11

(Rights Offering)
Agenda Item 11 To consider and approve the issuance and offering of warrants to purchase ordinary shares of the
Company for allocation to the existing shareholders who subscribed for and made subscription payment
for newly issued ordinary shares of the Company which are offered to the existing shareholders in
proportion of their shareholding (Rights Offering)
()
()

12 (Private Placement) (1) Good Prosper

Holdings Limited (2) Compile House Company Limited

Agenda Item 12 To consider and approve the allocation of newly issued ordinary shares of the Company to the specific
persons (Private Placement), i.e. (1) Good Prosper Holdings Limited and (2) Compile House Company
Limited in proportion of their shareholding in Nirvana Development Co., Ltd. to be sold to the Company
()
()

4/7
13
(Rights Offering)
Agenda Item 13 To consider and approve the allocation of newly issued ordinary shares to the existing shareholders
in the proportion of shareholding (Rights Offering) and to be reserved for the exercise of warrants to
purchase newly issued ordinary shares of the Company
()
()

14 ()
Agenda Item 14 To consider other business (if any)
()
()

(5)

Voting of proxy in any agenda that is not as specified in this proxy shall be considered as invalid and not signify my voting as a
shareholder.
(6)

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the Meeting considers or
passes any resolution other than those specified above, including the case of any amendment or addition of any fact, the proxy
shall have the rights to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

Any actions performed by the proxy in this Meeting shall be deemed to be the actions performed by myself/ourselves.
/Signed /Grantor
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
: ( 5) .. 2550
Remarks: According to the notification of Department of Business Development, Ministry of Commerce regarding Proxy Form (Issue 5)
2007
1.

A shareholder shall appoint only one proxy to attend and vote at the Meeting. A shareholder shall not appoint more than one proxy each
with the voting rights in respect of a certain portion of shares.
2.
Regarding the election of directors, the proxy can either elect the whole set of the nominated directors or by individual.
3.

In case there are additional agenda, the proxy can state other agenda by using the Supplemental Proxy Form B as attached.
5/7
/ Supplemental Proxy Form B
() ( )
The proxy as a shareholder of Singha Estate Public Company Limited (The Company)
2558 () 22 2558 13.30 .
1 4 973 10330

At the meeting of the 2015 Annual General Meeting of Shareholders (AGM) of Singha Estate Public Company Limited on Wednesday,
April 22, 2015, 1.30 p.m. at Grand Ballroom 1, 4th Floor, the Intercontinental Bangkok Hotel, 973 Ploenchit Road, Lumpini,
Pathumwan, Bangkok, 10330 or such other date, time and place as the meeting may be adjourned.

Agenda Subject :
()
()


Agenda Subject :
()
()


Agenda Subject :
()
()


Agenda Subject :
()
()


Agenda Subject :
()
()

6/7

Agenda Subject :
()
()


Agenda Subject :
()
()

()
Agenda Subject : Election of new Directors (continued)

Vote for all the nominated directors



Name of the nominated candidate










I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects.
/Signed /Grantor
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
7/7
14/ Attachment 14
20
Duty Stamp 20
( ) ( )
Proxy (Form C) (For foreign shareholders who have custodians in Thailand Only)

Shareholders Registration No. Written at
..
Date Month Year
(1) _______________________________________________________________________________________________
I/We

Office Address
/ /____________________

(Custodian) ( ) __________________________________________
As a custodian for (Shareholders name)
() ( )
being a shareholder of Singha Estate Public Company Limited (the Company)

holding the total amount of shares and have the rights to vote equal to votes as follows:

ordinary share shares have the rights to vote equal to votes

preferred share shares have the rights to vote equal to votes
(2) (
10)
1. ________________________________________
/ /

2. ________________________________________
Mr./Mrs./ Ms. Age years, residing at
/ /

3. ________________________________________
Mr./Mrs./ Ms. Age years, residing at
/ /

2558
() 22 2558 13.30 . 1 4
973 10330
Anyone of above as my/our proxy to attend and vote on my/our behalf at the meeting of the 2015 Annual General Meeting of
Shareholders (AGM) of Singha Estate Public Company Limited on Wednesday, April 22, 2015, 1.30 p.m. at Grand Ballroom 1 , 4th
Floor, the Intercontinental Bangkok Hotel, 973 Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330 or such other date, time and
place as the meeting may be adjourned.
1/7
(3)
I/we have granted to my/our proxy to attend this Meeting and vote therein will be as follows:
(1)
Grant proxy equal to all of the number of shares held by me/us and has the right to vote in accordance with Clause (1)

Grant Partial of ordinary share shares and have the right to vote votes

preferred share shares and have the right to vote votes

Totaling votes
(4)
In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:
1 1/2557 9 2557
Agenda Item 1 To acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014 held on
9 June 2014
()
()
....................... ......................... .......................
Approve.......................Vote Disapprove.......................Vote Abstain..............................Vote
2 2557
Agenda Item 2 To acknowledge the Companys 2014 operating results
()
()
....................... ......................... .......................
3 31 2557
Agenda Item 3 To consider and approve the financial statements for the year ended 31 December 2014
()
()
....................... ......................... .......................
4 2557
Agenda Item 4 To consider and approve the omission of the dividend payment for the operating results of the year 2014 and
the non-appropriation of the legal reserve
()
()
....................... ......................... .......................
5 2558
Agenda Item 5 To consider and approve the appointment of directors who retire by rotation of the year 2015
()
()
2/7

Vote for all nominated candidates
....................... ......................... .......................

1.
Name of the nominated candidate 1. Mr. Longlom Bunnag

2.
Name of the nominated candidate 2. Mr. Nattavuth Mathayomchan

3.
Name of the nominated candidate 3. Mr. Thanavath Phonvichai

6 2558
Agenda Item 6 To consider and approve the 2015 remuneration for the Companys directors
()
()
....................... ......................... .......................
7 2558
Agenda Item 7 To consider and approve the appointment of the auditors and determination of the 2015 audit fee
()
()
....................... ......................... .......................
8
Agenda Item 8 To consider and approve the investment in Nirvana Development Co., Ltd.
()
()

9 2,635,940,054
4,712,350,732 7,348,290,786 2,635,940,054
1 (1) (2)
(Rights Offering) (3)

3/7
Agenda Item 9 To consider and approve the increase of the Companys registered capital by Baht 2,635,940,054 from the existing
registered capital of Baht 4,712,350,732 to the total registered capital of Baht 7,348,290,786 by issuing
2,635,940,054 newly issued ordinary shares, with a par value of Baht 1 per share, to be allocated (1) to specific
persons (Private Placement) as payment for the ordinary shares of Nirvana Development Co., Ltd., (2) to the
existing shareholders in the proportion of shareholding (Rights Offering) and (3) to be reserved for the exercise of
warrants to purchase ordinary shares of the Company
()
()

10 4

Agenda Item 10 To consider and approve the Amendment to Clause 4 of the Companys Memorandum of Association in order to be
in line with the capital increase
()
()

11

(Rights Offering)
Agenda Item 11 To consider and approve the issuance and offering of warrants to purchase ordinary shares of the Company for
allocation to the existing shareholders who subscribed for and made subscription payment for newly issued
ordinary shares of the Company which are offered to the existing shareholders in proportion of their shareholding
(Rights Offering)
()
()

12 (Private Placement) (1) Good Prosper

Holdings Limited (2) Compile House Company Limited

Agenda Item 12 To consider and approve the allocation of newly issued ordinary shares of the Company to the specific persons
(Private Placement), i.e. (1) Good Prosper Holdings Limited and (2) Compile House Company Limited in proportion
of their shareholding in Nirvana Development Co., Ltd. to be sold to the Company
()
()

13 (Rights Offering)

4/7
Agenda Item 13 To consider and approve the allocation of newly issued ordinary shares to the existing shareholders in the
proportion of shareholding (Rights Offering) and to be reserved for the exercise of warrants to purchase newly
issued ordinary shares of the Company
()
()

14 ()
Agenda Item 14 To consider other business (if any)
()
()
....................... ......................... .......................
(5)

Voting of proxy in any agenda that is not as specified in this proxy shall be considered as invalid and not signify my voting as a shareholder.
(6)

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the Meeting considers or passes
any resolutions other than those specified above, including the case of any amendment or addition of any fact, the proxy shall have the
rights to consider and vote on my/our behalf as he/she may deem appropriate in all respects.
/Signed /Grantor
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
: ( 5) .. 2550
Remarks: According to the notification of Department of Business Development, Ministry of Commerce regarding Proxy Form (Issue 5) 2007
1. . (Custodian)

Only foreign shareholders as registered in the registration book who have custodian in Thailand can use the Proxy Form C
2.
Evidences to be enclosed with the proxy form C are:
(1) (Custodian)
Power of Attorney from shareholder authorizes a custodian to sign the Proxy form on behalf of the shareholder.
(2) (Custodian)
Letter of certification to certify that the signer in the proxy Form have a permission to act as a Custodian.
3.

A shareholder shall appoint only one holder to attend and vote at the Meeting. A shareholder may not appoint more than one proxy
holder, each with the voting right in respect of a certain portion of shares.
4.
Regarding the election of directors, the proxy can either elect the whole set of the directors or only a specific director.
5.

In case there are additional agenda, the proxy can state other agenda by using the Supplemental Proxy Form C as attached.
5/7

( )
Supplemental Proxy Form C
(For foreign shareholders who have custodians in Thailand Only)
() ( )
The proxy as a shareholder of Singha Estate Public Company Limited (The Company)
2558 () 22 2558 13.30 .
1 4 973 10330

At the 2015 Annual General Meeting of Shareholders (AGM) of Singha Estate Public Company Limited on Wednesday, April 22,
2015, 1.30 p.m. at Grand Ballroom 1, 4th Floor, the Intercontinental Bangkok Hotel, 973 Ploenchit Road, Lumpini, Pathumwan,
Bangkok, 10330 or such other date, time and place as the meeting may be adjourned. or such other date, time and place as the
meeting may be adjourned.

Agenda Subject :
()
()
....................... ......................... .......................

Agenda Subject :
()
()
....................... ......................... .......................

Agenda Subject :
()
()
....................... ......................... .......................

Agenda Subject :
()
()
....................... ......................... .......................

Agenda Subject :
()
()
....................... ......................... .......................
6/7

Agenda Subject :
()
()
....................... ......................... .......................

Agenda Subject :
()
()
....................... ......................... .......................
()
Agenda Subject : Election of new Directors (continued)

Vote for all nominated directors
....................... ......................... .......................


....................... ......................... .......................

....................... ......................... .......................

....................... ......................... .......................

....................... ......................... .......................

....................... ......................... .......................

I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects
/Signed /Grantor
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
/Signed /Proxy
( )
7/7

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Invitation to the 2015

Annual General Meeting of Shareholders

Wednesday, 22 April 2015, at 1.30 p.m.

Agenda 2 To acknowledge the Companys 2014 operating results

Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014

Date, Time and Venue

Companys Directors Attending the Meeting

Companys Director Absent from the Meeting with Apologies

Management Team Attending the Meeting

Legal Advisers Attending the Meeting

Financial Advisers / Independent Financial Advisers Attending the Meeting

Commencement of the Meeting

Disapproved by - votes equivalent to 0 percent

Approved by 389,096,525 votes equivalent to 100 percent

11 47016 59 631 Khlonghok Sub-district, Lam Luk Ka 22-2-42

Agenda 11 To consider and approve the change of the auditor

Audit Fee (Baht)

Agenda 12 To consider other business (if any)

Signed Chairman of the Meeting

Profiles of Director Candidates

Profiles of Director Candidates

Profiles of Director Candidates

5. State Enterprise - None

Terms of Directorship at Singha Estate - None

Director Nomination Process and Definition of Independent Director

Criteria and Procedures

Definition of Independent Director

The share acquisition transaction is considered an acquisition of assets in accordance with

1. Information Memorandum Schedule 1 - Information Memorandum submitted to the Stock Exchange

1) Date of entering into the transaction

2) Parties involved and their relationship with the listed company

Acquisition of ordinary shares of Nirvana from existing shareholders transaction

3) General characteristics, type, and size of asset acquisition transaction

1. Comparison of net tangible asset (NTA) value

2. Comparison of net profit

3. Comparison of total value of consideration

4. Comparison of equity share value

Basis of calculation Transaction size

4) Description of assets to be acquired

4.1 Ordinary shares of Nirvana Development Co., Ltd., as detailed below:

Company name : Nirvana Development Co., Ltd.

4.3 List of directors as of 17 March 2015 and after the transaction

After the transaction

4.4 Nature of business operation

Nirvana has shareholdings in five subsidiaries as follows:

5) Total value of consideration and other conditions

5.1 Total value of consideration

5.2 Payment conditions

6) Value of assets to be acquired

7) Criteria for determination of consideration value

8) Expected benefits from the transaction

9) Sources of finance for the entry into the transaction

10) Conditions of the transaction

3. Opinion of an independent expert

Credit line Interest rate Collateral Outstanding Value (Baht million)

1) Information relating to nature of business operations

Intro Condominium Project

Rasa Maxx Ville Project

Investment property business

The Lighthouse Project

Santiburi Beach Resort and Spa

Phi Phi Island Village Beach Resort

2.1 Summary of financial statements