The opinions of the Independent Financial Advisor on the

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					The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)




                           The opinions of the Independent Financial Advisor
               on the acquisition and disposition of assets and the connected transactions
                regarding the investment in Ngeck Seng Chiang Metal Company Limited



                                                                 of




                                        Lohakit Metal Public Company Limited



                                                          presented to




                          The Shareholders of Lohakit Metal Public Company Limited



                                                                by




                                                 JayDee Partners Limited




                                                      December 25, 2012



This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of
foreign shareholders of Lohakit Metal Public Company Limited and should not be relied upon as the definitive and
official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and
official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)



                                                       Table of Contents

                                                                                                            Page

Executive Summary                                                                                            5

Section 1         Information of Lohakit Metal Public Company Limited                                        7

Section 2         The approval of the investment in Ngeck Seng Chiang Metal Company Limited                 22

Section 3         The Summary of Effects of the transactions to the Company                                 63

Section 4         Summary of the Opinion of the Independent Financial Advisor                               64

Appendix 1        Summary of the asset appraisal report of Ngeck Seng Chiang Metal Company Limited by the   66
                  Independent appraiser

Appendix 2        Summary of the asset appraisal report of Lohakit Metal Public Company Limited and its     78
                  subsidiary by the Independent appraiser




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)



Glossary

The Company or LHK                              Lohakit Metal Public Company Limited

NSCM                                            Ngeck Seng Chiang Metal Company Limited

AUTO                                            Auto Metal Company Limited

AA                                              American Appraisal (Thailand) Company Limited

BROOKE                                          Brook Real Estate Company Limited

Independent Financial Advisor or IFA            JayDee Partners Limited

SET                                             The Stock Exchange of Thailand

SEC                                             The Office of the Securities and Exchange Commission

Acquisition or Disposition Notification         The Notification of the Board of Governor the Stock Exchange of Thailand,
                                                Tor. Chor. 20/2008 Re: Rules for Significant Transactions Constituting an
                                                Acquisition or Disposal of Assets and 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 and Disposition of
                                                Assets B.E.2547 (2004) dated October 29, 2004, and its amendments.

Connected Transaction Notification              The Notification of Capital Supervisory Board, Tor Chor 21/2008 Re: Rules
                                                on Connected Transactions dated August 31, 2008and its amendments, as
                                                well as the Notification of the Board of Governors of the Stock Exchange of
                                                Thailand Re: Disclosures of Information and the Acts of Listed Companies
                                                concerning Connected Transaction B.E. 2546 (2003) dated November 19,
                                                2003and its amendments




                                                                                                                          2
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)



December 25, 2012

Attention:     The shareholders of Lohakit Metal Public Company Limited

Subject:       The opinions of the independent financial advisor on the acquisition of assets and the connected transactions

According to the Board of Director’s meeting of Lohakit Metal Public Company Limited (“the Company” or “LHK”) No.
6/2012 held on November 28, 2012, passed resolutions to approve important matters, as follows:

1. It was resolved to make the investment in Ngeck Seng Chiang Metal Company Limited, which is considered the
   Acquisition of Assets and Connected Transaction.
   The Company’s Board of Directors held the meeting on November 28, 2012 and passed the resolution to call for the
   Extraordinary General Shareholders’ Meeting (“EGM”) to approve the acquisition of all 2,300,000 shares in Ngeck
   Seng Chiang Metal Company Limited (“NSCM”) at the price of THB 107.37 per share for the total value of not more
   than THB 246,960,000. The Company will make the payment by means of issuing the new ordinary shares at the
   price of THB 3.92 per share for the amount not more than 63,000,000 shares. Such price is higher than the
   weighted average trading price during the 15 consecutive trading days prior to the Board of Directors’ meeting to
   call for the EGM no.1/2012 by 14.96% (the foresaid market price was calculated from the weighted average trading
   price during November 7 – 27, 2012 at THB 3.41 per share). The Board of the Directors also approved to empower
   Mr. Prasarn Akarapongpisak, the Company’s Managing Director to make the negotiation and specify other details
   and execute the share sales and purchase agreement in relation to the acquisition of NSCM’s shares.

2. It was resolved to increase the company’s registered capital from THB 320,000,000 to not more than THB
   383,000,000 by issuance of not more than 63,000,000 new ordinary shares at the par value of THB 1.00 per
   share, thus the registered capital will increase to not more than a total amount of THB 63,000,000 and has
   resolved to amend Clause 4 of the Memorandum of Association of the company to reflect to capital increase. The
   capital increase and the amendment to the Memorandum of Association shall be proposed to the Shareholders
   Meeting for approval.
   The aforementioned capital increase is to be in accordance with the resolution of investment in item no. 1.

3. It was resolved to allot new common shares of not more than THB 246,960,000 by issuing ordinary share of not more
   than 63,000,000 shares with a par value of THB 1.00 per share via private placement to 4 existing shareholders of
   NSCM i.e. Mr Prasert Akarapongpisak, Mr Pongthep Akarapongpisak, Miss Vasana Akarapongpisak, and Mr Withawat
   Akarapongpisak, at the price of THB 3.92 per share by share swap.
   The aforementioned capital increase is to be in accordance with the resolution of investment in item no. 1. In case
   the number of swap shares from NSCM’s 4 existing shareholders, including Mr. Prasert Akarapongpisak, Mr.
   Pongthep Akarapongpisak, Miss Vasana Akarapongpisak, and Mr. Withawat Akarapongpisak, is less than 2,300,000
   shares, the Company will issue the number of new ordinary shares to the aforementioned shareholders less as pro
   rata.

   The Company will consider assigning the following directors, Mr. Anan Manuschinapisit and Mr. Lert Nitheeranon
   to be empowered, under Article 24 of the Notification of the Capital Market Supervisory Board No. Tor Jor. 28/2551
   Re: Application and Approval for offering newly issued shares, to determine the allocation of the remaining shares
   at the same issued price offered to the existing shareholders of NSCM or to make cancel of the remaining shares.

The investment in NSCM by acquiring the entire stakes in NSCM from its existing shareholders by using the newly
issued shares of the Company as payment is considered to be an acquisition of asset as prescribed in the Notification
of the Board of Governor the Stock Exchange of Thailand, Tor. Chor. 20/2008 Re: Rules for Significant Transactions
Constituting an Acquisition or Disposal of Assets and 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 and Disposition
of Assets B.E.2547 (2004) dated October 29, 2004, and its amendments (“Acquisition or Disposition Notification”) with


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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

the highest transaction size of 48.16%, determined by the NTA criteria. It is classified as category 2 under the
Acquisition or Disposition Notification, which requires the Company to prepare and submit the report and disclose the
information memorandum to the Stock Exchange of Thailand (“SET”) and circulate the information to the shareholders
within 21 days after the Company disclosed the information to SET.

As the existing shareholders of NSCM who intend to sell NSCM’s shares to the Company, are related to Mr. Prasarn
Akarapongpisak, the Company’s director, the Company’s management and the Company’s major shareholder (details
of the relationship are presented in Table 1), and one of the sellers is also the Company’s major shareholder. Thus, the
consideration to be paid in form of the newly issued shares of the Company is considered as the offering of new shares
to the Company’s major shareholder via private placement. Therefore, the transactions are considered as connected
transaction according to the Notification of Capital Supervisory Board, Tor Chor 21/2008 Re: Rules on Connected
Transactions dated August 31, 2008and its amendments, as well as the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosures of Information and the Acts of Listed Companies concerning Connected
Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (“the Notification of Connected
Transaction”) with the transaction size of 28.14% of NTA and therefore is more than 3% of NTA. Thus, the Company is
required to seek the approval from the shareholders with affirmative votes of not less than three-fourth of the votes
attending the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of
interest. Also, the Company is required to appoint an independent financial advisor to render opinion regarding the
reasonableness of the transactions and the fairness of the price and conditions of the transactions to present to the
shareholders of the Company for consideration.

           Table 1: List of the existing shareholders of NSCM (the Seller) and relationship with the Company
                                        Shares held in NSCM 1
              Name                                                            Relationship with the Company
                                        No. of shares      %
1. Mr. Prasert Akarapongpisak              575,000       25.00  The shareholder of LHK at 11.34%2
                                                                 Mr Prasarn Akarapongpisak’s brother (Mr. Prasarn
                                                                  Akarapongpisak is the director and managing director of
                                                                  the Company and the Company’s major share holder
                                                                            2
                                                                  (13.76%)
2.Mr. Pongthep Akarapongpisak              575,000       25.00  Mr. Prasarn Akarapongpisak’s and Mr.Prasert
                                                                  Akarapongpisak’s brother
                                                                                                    2
3. Ms. Vasana Akarapongpisak               575,000       25.00  The shareholder of LHK at 1.88%
                                                                 Mr. Prasarn Akarapongpisak’s and Mr.Prasert
                                                                  Akarapongpisak’s sister
                                                                                                    2
4. Mr. Vittawat Akarapongpisak             575,000       25.00  The shareholder of LHK at 4.00%
                                                                 Mr. Prasarn Akarapongpisak’s son and Mr.Prasert
                                                                  Akarapongpisak’s nephew
               Total                      2,300,000     100.00
         1
Remark        No. of shares after NSCM increase its paid-up capital to THB 230.00 million, comprising of 2.30 million shares at a par
               value of THB 100.00 per share (from the existing paid-up capital as of September 30, 2012 of THB 10.00 million,
               comprising of 100,000 shares at a par value of THB 100.00 per share). The management of NSCM expects that the
               capital increase will be completed within 2012.
          2
              As of November 29, 2012.

The Board of Directors’ Meeting No.6/2012, held on November 28, 2012 approved the appointment of JayDee
Partners Limited (“independent financial advisor” or “the IFA”), the financial advisor approved by the Office of the
Securities and Exchange Commission (“the SEC”), to be the independent financial advisor of the Company to render
the opinions to the shareholders as supporting information for their voting consideration in respect of entering into
the transactions of acquisition of assets and the connected transaction.

The IFA has given opinion based on the information from interview, information received from the Company, publicly
available information as well as current economic condition. If there are any signification changes to such information
in the future, it might alter the opinion of the IFA accordingly. Information used for this report are as follows:


                                                                                                                                   4
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

      The resolutions of the Company and NSCM’s Board of Directors’ Meeting related to the transactions.
      The Company’s information memorandum disclosure to the SET.
      2010 – 2012 Annual Report and Form 56‐1 of the Company
      Audited financial statements of the Company for the years ended March 31, 2010 ‐ 2012 and reviewed financial
       statements for 6 months ended September 30, 2012.
      Audited financial statements of NSCM for the years ended December 31, 2009 ‐ 2010, financial statements for
       the 3 month period from January – March 2011 and financial statements for the year ended March 31, 2012 as
       well as the internal financial statements for 6 month period ended September 30, 2012.
      The contracts related to the transactions.
      Interview with the management and staff of the Company and NSCM.
      Information and documents obtained from the Company and GJS.
      The appraisal reports on assets of the Company, its subsidiaries and NSCM which are prepared by the Independent
       appraiser.
      Due Diligence report of NSCM prepared by Deloitte Touche Tohmatsu Jaiyos Co.,Ltd
      Legal Due Diligence report of NSCM prepared by Seri Manop & Doyle Ltd.

Additionally, this report is based on these underlying assumptions.
    All information and documents obtained from the Company and NSCM are complete, adequate and truthful
       and that the opinion from the interview of the Company’s management and NSCM’s management are reflective
       of the current situation;
    There are not any events which had occurred, is going to occur or is likely to occur that might materially affect
       the operating results and financial performances of the Company and and NSCM;
    All business contracts related to the Company’s business and and NSCM’s business with its counterparties are
       still legal, valid andbinding and have not been amended, revoked or terminated;

In this regards, the IFA has prepared this report on November 28, 2012 and hereby certified that we have studied,
analyzed and prudently performed our duties as an Independent Financial Advisor, complying with the generally
accepted professional standard and rendered our opinion based on the unbias analysis with regards to the best benefit
of the shareholders. However, it is important to note that the IFA’s opinions are based on the information and
documents received from the Company, NSCM and other publicly available information. The IFA assumes that such
information is accurate and reliable at the time the IFA prepared this opinion report. However, if such information is
found to be inaccurate and/or incomplete and/or unreliable and/or have any significant changes in the future, the
opinion provided by the IFA may differ accordingly. As a result, the IFA is unable to hold responsible for any impacts on
the Company and its shareholders resulting from such transactions. In addition, the objective of this report is merely to
provide opinion on the transactions to the Company’s shareholders. The decision to vote is the sole discretion of the
shareholders, which shall include the consideration of advantages, disadvantages, and risk associated with the
transactions as well as consideration of the attached documents submitting to the shareholders along with the
invitation letter so as to make the most appropriate decision. In this regards, the opinion of the IFA does not certify the
success of the Transaction as well as their possible impacts. The IFA does not hold any responsibilities for the impacts
that might arise from such transactions both directly and indirectly.

The IFA has considered the reasonableness of the transactions with the details as follows:

                                                       Executive Summary

On November 28, 2012, the Company’s Board of Directors’ Meeting No.6/2012 passed a resolution to acquire 100% of
NSCM’s common shares. NSCM imports and distributes, both wholesale and retail, metal and non-metal products i.e.
copper, brass, aluminum and stainless steel. The Company will acquire 2.30 million shares of NSCM from its 4 existing
shareholders, Mr. Prasert Akarapongpisak, Mr. Pongthep Akarapongpisak, Ms. Vasana Akarapongpisak and Mr.
Vittawat Akarapongpisak, at THB 107.37 per share or total considerations of THB 246.96 million. In this regards, the
Company will make payment by issuing new common shares of not greater than 63.00 million shares, at a par value of
THB 1.00 each, at the offering price of THB 3.92 per share via a private placement to NSCM’s 4 existing shareholders.



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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

The Transaction is considered as assets acquisition transaction according to the Acquisition or Disposition Notification,
with the maximum transaction size of 48.16%. Moreover, the existing shareholders of NSCM who aim to dispose
NSCM’s common shares to the Company are relatives of the Company’s Directors, management and major
shareholder, Mr. Prasarn Akarapongpisak (details as illustrated in Table 1 of this report). In addition, one of the seller is
the Company’s major shareholder, thus, the payment made to the seller via private placement is therefore regarded as
a private placement to the Company’s major shareholder. Accordingly, the transaction is a connected party transaction
corresponded with the Notification of Connected Transaction, with the transaction size of 28.14% of net tangible
assets as of September 30, 2012. As the transaction size is greater than 3.00% of net tangible assets, the Company is
required to seek for approval from the shareholders’ meeting with the vote of at least three-fourths of the total votes
of the shareholders attending the meeting and having voting rights, excluding interested shareholders. The Company is
also required to appoint an independent financial advisor to render opinions to the Company’s shareholders regarding
the reasonableness of the transaction and the fairness of the transaction price and condition. The IFA considers that
the Transaction is appropriate based on the following reasons:
      This is an investment in a potential, sound earnings business, providing the Company an opportunity to earn
         decent return on investment as well as driving business growth in the future.
      The Company will gain additional sources of revenue from metal and non-metal products distributed by NSCM
         i.e. brass and copper. As a result, it could help mitigating risks of the Company from relying primarily on
         revenue from producing and distributing of stainless products, which is currently the core business of the
         Company.
      The Company could benefit from synergy that may arise from the business collaboration with NSCM such as
         the exchange of customer base and the share of inventory management system, which will enable both
         entities to reduce costs and expenses as well as improve efficiency and profitability.
      The acquisition price at THB 107.37 per share, is lower than range of fair price evaluated by the IFA based on
         discounted cash flows method, ranging between THB 111.46 – 137.03 per share (details of the valuation of
         fair price by the IFA are presented in Section 2, item 2.3.1 of this report).
      Cash disbursement is not necessary for entering into the Transaction. Therefore, the Company will be able to
         maintain its liquidity and working capital to support normal business operation. With this regards, the capital
         increase shares of the Company to be used as payment for the acquisition of NSCM at not exceeding 63.00
         million shares at the offering price of THB 3.92 each is in the range of fair price between THB 3.60 – 4.42 per
         share, evaluated by the IFA using discounted cash flow method (details of the evaluation of fair price by the
         IFA are presented in Section 2, Item 2.3.1 of this report).
      Terms and conditions in the Shares Purchase Agreement is mainly with the objective to protect the benefits of
         the Company. It ensures that conditions of assets to be acquired are as previously agreed by both parties
         before entering into the transaction as well as supports the Company to smoothly operate NSCM business
         immediately after the execution of the transaction, which will enable the Company to achieve advantages
         from the business acquisition as plan.
Accordingly, the shareholders shall approve the Transaction. Nevertheless, the shareholders should take into
consideration disadvantages and risks associated with the Transaction prior to making a decision as follows:
      The Company will incur additional liabilities and interest expenses arising from consolidating financial position
         of NSCM into its financial statement. As a result, debt to equity ratio of the Company may be higher.
      Upon the completion of the Transaction, Akarapongpisak group will control greater voting rights in the
         Company due to increasing shareholding portion from 60.13% (as at December 13, 2012) to 66.70%, while
         shareholding stake of the other shareholder will decrease.
      Capital increase of the Company at THB 63.00 million as the payment for NSCM’s common shares will result in
         control dilution as well as earnings dilution at approximately 16.45% (the estimated dilution effects has not
         yet taken into consideration of operating performance of NSCM, details are presented in Section 2, Item 2.2.2
         of this report)
Notwithstanding, the accomplishment of the transaction is subjected to the following conditions precedent:
      The Company shall obtain an approval(s) in agenda(s) relevant to the acquisition of NSCM’s common shares
         from the Extraordinary Shareholders’ Meeting No.1/2013 to be held on January 21, 2013.
      NSCM shall complete its capital restructuring to having paid-up capital of THB 230.00 million, dividing into
         2.30 million shares at par value of THB 100 each (NSCM’s managements expect that the capital increase will
         be done by the end of 2012).


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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Section 1: Information of Lohakit Metal Public Company Limited

1.1    Background

Lohakit Metal Public Company Limited was established on April 12, 1989 with initial paid-up capital of THB 20 million
under the name Lohakit Metal Service Center Company Limited as a distributor of stainless steel products by the
founded shareholder, Akarapongpisak family, with 80% shareholding.

In May, 1989, the paid-up capital was increased to THB 39.22 million. Tomen Corporation Company Limited (“Tomen
Corporation”), a subsidiary of Tomen Group1 which operates steel trading business, joined LHK with 49% shareholding
whereas the shareholding of the Akarapongpisak family was diluted to 40.80%. The Company used fund from the
                                                                                                              2
capital increase to purchase assets e.g. land, machines, and inventories from Lohakit Shearing Company Limited .

The Company had increased its paid-up capital to reach THB 117.22 million in 2001 and Tomen Corporation sold all
their shares in LHK to Akarapongpisak family and Mr. Anucha Watnopas as a result of its termination of steel business
worldwide. For this reason, Akarapongpisak family then became the major shareholders of the Company by holding
80% shareholding while another 20% shares of the Company was held by Mr. Nucha Wattanopas. On January 2, 2003,
the Company changed its name to Lohakit Steel Company Limited.

In 2005, the Company increased paid-up capital to THB 240 million and changed to public company limited, finally
listed on the stock Exchange of Thailand in 2008 with paid up capital of THB 320 million.

The subsidiaries and associated companies of the Company as of September 30, 2012 are listed as follow:

   Table 2: Information of the subsidiaries and associated companies of the Company as of of September 30, 2012
             Company Name                   Shareholding (%)                       Type of business
Auto Metal Company Limited                       59.99         Manufacturer and distributor of stainless steel pipe for
Paid-up Capital : THB 240.00 Million                           automotive business such as exhaust pipes for cars and
                                                                                      motorcycles
Alternative Stainless Company Limited            99.93               Distributors of specific grade stainless steel
Paid-up Capital : THB 1.00 Million
Mory Lohakit (Thailand) Co., Ltd.                49.00          Product dealers both domestically and internationally
Paid-up Capital : THB 10.00 Million                                      for the companies within the group

1.2    Overview of Business

The Company and its subsidiaries engage in a complete stainless coil processing business which the Supply Chain
Management has been implemented in managing the raw material sourcing, procuring, and distribution and customer
services. The Company and its subsidiaries are the intermediate of raw materials sourcing and procuring for raw
materials such as Cold Rolled stainless steel, Specific graded stainless steel, Galvanized steel, Zinc-coated steel, and
Aluminum. Afterwards, the raw materials will be produced and transformed into finished goods by methods such as
cutting, slitting, and hair line finishing, circularized steel shaping as per customers ‘requests of different industries.
Also, the Company does process stainless steel upon the customer needs. The products and services of the Company
and its subsidiaries are listed as follows:

1
  Tomen Group includes Tomen Enterprises (Thailand) Co., Ltd. (formerly known as Lakana Visahakit Co., Ltd.) and Tomen
  Corporation Co., Ltd. (formerly known as Toyomenga Kysa Limited). The Tomen group is a multinational company listed on the
  stock exchange of Japan with the head office located in Japan and 80 branches are available worldwide. The Tomen group is one
  of the leaders in information system, telecommunication, chemicals, plastic and garment.
2
  Lohakit Shearing Company Limited was founded in 1981 by the Akrapongpitak family as a distributor of stainless and other steel.
  Lohakit Shearing Co.,ltd. had transferred most of its assets to Lohakit Metal Public Company Limited in 1989 before it was
  dissolved on September 4, 1992 and liquidated on November 27, 1992.

                                                                                                                               7
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

      1) Cold-rolled stainless steel sheets and coils of various sizes according to customers request. The products are
         used in many industries includes Construction, Food, Electrical Appliances and Automotive.
      2) Round and rectangular stainless steel tubes of various sizes according to customers request. This type of
         products is used in Automotive, Food, Petrochemical and Construction industries.
      3) Stainless steel pipe for automotive business such as exhaust pipes for cars and motorcycles which are the
         products of Auto Metal Company Limited, the subsidiary. This group of products is used in the manufacturing
         of car and motorcycle.
      4) Specific grade stainless steel which is the product of D-Stainless Company Limited, the subsidiary. This type of
         products is imported from Nippon Metal Industry Co., Ltd, Japan. It contains specific mixtures with corrosion
         resistance property which is suitable for various industries such as cloth lines or stair lines, computer parts,
         food processing machines, and household appliances.
      5) Galvanized steel sheets and coils of various sizes according to customers request which used in industries
         such as Electrical Appliances and Construction.
      6) Electro-Galvanized steel sheets and coils of various sizes as per customers request which used in industries
         such as Electrical Appliances, Construction, and Automotive.
      7) Aluminum sheets and coils of various sizes as per customers request which used in Electrical Appliances
         business.
      8) Stainless steel fabrication as per the customer’s request.

The Company and its subsidiaries focus mainly on domestic market while an international sale for the year 2012 was
only 2.24% of total revenue where the main overseas markets remain in Asia region such as India. The distribution
channels of the Company and its subsidiaries are listed as follows:
 Sell direct to customers in various industries such as Automotive and Electrical Appliances which contributing 60%
    of total sales.
 Distribute through the wholesalers (Stockist), represents 14% of total sales of 2012.
 Distribute through overseas dealers/agents which commission fee are charged. For products such as stainless steel
    sheet and ornament tube are distributed through dealers in Singapore. While the Company’s subsidiaries
    distribute the tube used in Automotive via the dealers in India.

The Company’s factory is situated at Suksawas Road, Phrapradaeng District, Samutprakarn whereas the factory of Auto
Metal Co.ltd, the subsidiary, is located at Amata Nakorn Industrial Estate, Chonburi. The production capacities of each
factory are as follows:

                                 Table 3: The total capacity and curent utilized capacity of LHK
                                                                         Current utilized capacity (Tons/Year)
                                                                              For the years ended 31 March
             Production Line               Total Capacity
                                                                     2010                   2011                2012
                                            (Tons/Year)
                                                              Amount                  Amount              Amount
                                                                              %                    %                    %
                                                               (Tons)                  (Tons)              (Tons)
1.   Leveller-cutting steel length                 20,000        14,000        70.0     16,000     80.0      12,580     62.9
2.   Slitting steel strips                         18,000        16,600        92.2     17,800     98.9      20,500    113.9
3.   Polishing stainless steel surface             12,000         1,900        15.8      2,950     24.6       2,340     19.5
4.   Circle blanking, circularized                    300             30       10.0          30    10.0         150     50.0
     steel shaping
5.   Stainless Pipe                                3,200*         2,300 92.0**           2,450 76.6*          2,000    62.5*
                  Total                            53,500        34,830       66.0      39,230     73.3      37,570     70.2
Remark * During the year 2011, the Company has replaced three of old stainless making machines with the two new higher-
          efficiency machines by selling out the old ones. For this reason, total number of machines in 2011 decreased by 1
          machine while increased production capacity per 16 hours from 2,500 tons in 2009 and 2010 to 3,200 tons in 2011.
      ** Calculated based on existing production capacity at 2,500 tons per 16 hours per 248 days.




                                                                                                                            8
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                               Table 4: The total capacity and curent utilized capacity of AUTO
                                                                           Current utilized capacity (Tons/Year)
                                                                              For the years ended March 31
   Production Line                       Total Capacity
                         Machinery                                 2010                     2011                    2012
                                          (Tons/Year)
                                                           Amount                  Amount        Amount                  Amount
                                                                           %                                    %
                                                            (Tons)                  (Tons)        (Tons)                  (Tons)
 Exhaust tube for car       ERW              5,000           2,950       59.0        4,650         93.0       4,974      99.5***
 and motorcycle              TIG            1,000*            290       58.0**        725         72.5**      1,037       83.0**
Remark * During the year, the Company added 2 of TIG machines, therefore total number of machines increased from 2 machines in
           2009 and 2010 to 4 machines in 2011 while finally increased to 6 machines in 2012 in order to add more production
           capacities from 500 tons in 2009 and 2010 to reach 1,000 tons in 2011 and 1,500 tons in 2012.
       ** Calculated based on a production capacity of TIG machine at 250 tons per machine per 16 hours per 248 days per year.
      *** Calculated based on a production capacity of ERW machine at 5,000 tons per machine per 8 hours per 248 days per year.
           However, the production capacity can be increased by adding more shifts or overtime.




                                                                                                                             9
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

Revenue structure of the Company and its subsidiaries for the years ended March 31, 2010 to 2012 and 6 months ended September 31, 2012 are presented in the
following Table.
2009 20
     Table 5: Revenue structure of the Company and its subsidiaries for the years ended 31 March 2010 to 2012 and 6 months ended 31 September 2012
                                                                                    2010                2011                2012                2013
                                                            Shareholding       (April 1, 2009 –    (April 1, 2010 –    (April 1, 2011 –    (April 1, 2012 –
        (Unit : THB Million)               Operated by
                                                                 (%)          March 31, 2010       March 31, 2011      March 31, 2012      March 31, 2013
                                                                             Revenue         %    Revenue        %    Revenue        %    Revenue        %
1. Revenue from sales
1.1 Cold-rolled stainless steel                 LHK               -             793.66      39.67   967.15      39.41   771.27      33.21   392.15      29.93
    sheets and coils grade 430, 304,
    300,316,409,436 and others
1.2 Special grade stainless steel            Alternative        99.93           204.48      10.22   230.56       9.39   213.32       9.18    79.43       6.06
sheets and coils                          Stainless Co.,ltd
                                                LHK               -
1.3 Special grade stainless steel –             LHK               -             109.12       5.45    73.62       3.00    65.67       2.82    44.56       3.40
HDD Project
1.4 Round and rectangular                       LHK               -             192.78       9.64   217.41       8.86   218.02       9.38   117.41       8.96
stainless steel tubes grade 304,
316L
1.5 Special grade stainless pipe            Alternative         99.93            47.65       2.38    33.17       1.35    22.13       0.96    11.68       0.89
                                          Stainless Co.,ltd
                                                LHK               -
1.6 Stainless exhaust pipe for          Auto Metal Co.,ltd     59.99*           394.12      19.70   574.77      23.42   643.08      27.70   466.84      35.63
automobile and motorcycle grade                 LHK               -
409 and 436
1.7 Zinc-coated steel                           LHK               -             150.23       7.51   219.50       8.94   232.09      10.00    97.43       7.44
1.8 Galvanized steel sheets and                 LHK               -              68.82       3.44    91.68       3.74    90.96       3.92    50.64       3.87
coils
1.9 Aluminum sheets and coils                   LHK               -                   -         -         -         -    22.67       0.98    29.18       2.23
2. Revenue from services                        LHK               -               9.54       0.48     7.14       0.29     8.66       0.38     5.05       0.39
3. Gain from exchange rate                  LHK and its        59.99*/            3.78       0.19     2.36       0.10         -         -     1.13       0.09
4. Other**                                  subsidiaries        99.93            26.29       1.31    36.99       1.50    34.07       1.47    14.55       1.11
                                    Total                                    2,000.48 100.00 2,454.35 100.00 2,321.94 100.00 1,310.05 100.00
Remark * The Company currently holds 59.99% stakes since it sold 40.00% stakes out on October 1, 2012
     ** Other revenue comprises interest income, income from sales of scraps, gain from sales of investment in subsidiary company



                                                                                                                                                     10
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

1.3         Registered and paid-up capital

As of June 30, 2012, LHK had a registered capital and paid-up capital of THB 320.00 Million comprising of 320,000,000
ordinary shares at a par value of THB 1.00 per share.

1.4         Shareholders

Major shareholders of the Company as of December 13, 2012 and shareholding structure post-capital increase of the
Company from THB 320.00 million to THB 383.00 million, in which the 63.00 million new shares will be allotted to the
shareholders of NSCM are as follow:

                            Table 6: Major shareholders of the Company as of December 13, 2012
                                       And Shareholding Structure after the Transaction
                                                 Shareholding before the Transaction             Shareholding
                   Name of shareholders               (as of December 13, 2012)             after the Transaction
                                                  Number of Shares        % of Total    Number of Shares % of Total
 1.         Akarapongpisak Group
            Mr. Kasem Akarapongpisak*                    93,282,180             29.15          93,282,180       24.36
            Mr. Prasarn Akarapongpisak                   44,046,300             13.76          44,046,300       11.50
            Mr.Prasert Akarapongpisak                    36,284,300             11.34          52,034,300       13.59
            Mr. Vittawat Akarapongpisak                  12,811,500              4.00          28,561,500         7.46
            Ms. Vasana Akarapongpisak                      6,000,020             1.88          21,750,020         5.68
            Mr. Pongthep Akarapongpisak                            0             0.00          15,750,000         4.11
              Total of Akarapongpisak Group             192,424,300             60.13         255,424,300        66.70
 2.         Mr. Nucha wattanophas                        24,190,900              7.56           24,190,900        6.32
 3.         Mr. Manwat Chokesuwattanasakul                 7,500,000             2.34            7,500,000        1.96
 4.         Mr.Sathid Kuman                                5,792,700             1.81            5,792,700        1.51
 5.         Mr. Anan Raveesangsurn                         4,843,300             1.51            4,843,300        1.26
 6.         Mrs.Thitima Aeumpikul                          4,401,200             1.38            4,401,200        1.15
 7.         Mr. Kusol Arunrattanasakul                     4,306,900             1.35            4,306,900        1.12
 8.         Ms. Chaporn Boonyanid                          4,100,000             1.28            4,100,000        1.07
 9.         Mr. Pakawa Pattapong                           4,054,900             1.27            4,054,900        1.06
 10.        Mr.Viwat Juntavarasut                          2,391,500             0.75            2,391,500        0.62
Remark * Mr. Kasem Akarapongpisak is the father of Mr. Prasarn Akarapongpisak, Mr. Prasert Akarapongpisak, Ms. Vasana
          Akarapongpisak and Mr. Pongthep Akarapongpisak and grandfather of Mr. Vittawat Akarapongpisak, in which the
          Company has informed that each shareholder is independent to each other.

Source : The Company and www.set.or.th

1.5         The Board of Directors

The Board of Directors of the Company as of September 30, 2012 are listed as follow:

                      Table 7: List of the Board of Directors of the Company as of September 30, 2012
                         Name                                                      Position
       1.   Mr.Wanchai Umpungart                                Chairman of the Board/ Independent Director /
                                                                         Chairman of Audit Committee
       2.   Mr.Prasarn Akarapongpisak                                              Director
       3.   Mr.Anan Manatchinapisit                                                Director
       4.   Mr.Somnuik Thanasarn                                                   Director
       5.   Mr.Anurut Vongvanij                                                    Director
       6.   Mr.Teera Na Wangkanai                                  Independent Director and Audit Committee

                                                                                                                   11
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                        Name                                                        Position
       7. Mr.Lert Nitheranont                                       Independent Director and Audit Committee
      Source: Form 56-1 of LHK
Authorized signatories are Mr. Prasarn Akarapongpisak, co-sign with Mr.Anan Manatchinapisit or Mr.Somnuik
Thanasarn with the company seal affixed.

The Management of the Company as of September 30, 2012 is listed as follow

                            Table 8: The Management of the Company as of September 30, 2012
                            Name                                                  Position
       1.   Mr. Prasarn Akarapongpisak                                       Managing Director
       2.   Mr.Anan Manatchinapisut                                      Deputy Managing Director
       3.   Mr.Somnuik Thanasarn                                       Sales and Marketing Manager
       4.   Mrs.Chanphen Chitsawat                                    General Administration Manager
       5.   Mr.Wisit Worayosgovit                                     Accounting and Finance Manager
       6.   Mr.Boonjob Limchamroen                                       Human Resource Manager
       7.   Mr.Vorasak Wongprakornkul                      Factory Manager / Acting Quality Assurance Manager /
                                                             Acting Production Planning and Inventory Manager
      Source: Form 56-1 of LHK

1.6         Financial status and operating performance

Financial information from the Company’s audited consolidated financial statement for the year (ended as of March
31) and reviewed financial statements for 6 months as of September 30, 2012 are presented as follows:

               Table 9: Summarized financial status and financial performance for the year 2009 – 2011
                           (ended as of March 31) and 6 months as of September 30, 2012
 Lohakit Metal PLC                                                                                    Mar – Sep
                                                             FY2010       FY2011        FY2012
 Statement of financial position (Unit : THB million)                                                  2012
 Assets
 Current assets
 Cash and cash equivalents                                       45.22        33.97         53.85            52.06
 Account receivables and other receivables                     502.82        570.60        541.54          627.61
 Inventories                                                   463.05        525.20        553.95          691.97
 Other current assets                                            16.08        13.76          7.03            16.58
 Total current assets                                        1,027.17      1,143.54      1,156.37        1,388.22
 Non-current assets
 Restricted bank deposits                                         5.00         5.00          5.00             5.00
 Investment in associated company                                 6.18         7.58          9.14            10.35
 Property, plant and equipment                                 341.59        332.70        349.50          365.00
 Intangible assets                                                4.04         1.85          0.38             0.25
 Other non-current assets                                         2.23         2.34          2.46             2.64
 Total non-current assets                                      359.03        349.47        366.48          383.24
 Total assets                                                1,386.20      1,493.01      1,522.84        1,771.46
 Liabilities and equity
 Current liabilities
 Short-term loans from financial institutions                  323.19        307.05        266.17          329.21
 Trade and other payables                                      265.95        249.92        223.12          378.65
 Current portion of long term loan                                5.50             -            -                -
 Current portion of financial lease payables                      3.78         2.30          3.63             4.69
 Income tax payable                                               4.59        13.28          9.35            11.02

                                                                                                                  12
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


 Lohakit Metal PLC                                                                                               Mar – Sep
                                                                    FY2010          FY2011        FY2012
 Statement of financial position (Unit : THB million)                                                             2012
 Other current liabilities                                              25.81           6.32          6.07               2.04
 Total current liabilities                                             628.81         578.88        508.34            725.60
 Non-current liabilities
 Financial lease payables                                                3.65           3.34          9.57               7.36
 Provision for long-term employee benefits                                  -              -         16.08              16.21
 Total non-current liabilities                                           3.65           3.34         25.65              23.57
 Total liabilities                                                     632.46         582.22        533.99             749.16
 Shareholder’s equity
 Registered share capital                                              320.00         320.00        320.00             320.00
 Paid-up share capital                                                 320.00         320.00        320.00             320.00
 Share premium                                                         330.67         330.67        330.67             330.67
 Retained earnings – legal reserve                                      13.92          18.43         24.46              24.56
 Retained earnings – unappropriated                                     89.14         175.75        183.32             202.57
 Equity attributable to owners of the Company                          753.74         844.85        858.45             877.80
 Non-controlling interests of the subsidiary                                -          65.93        130.41             144.49
 Total shareholders’ equity                                            753.74         910.78        988.86           1,022.30
 Total liabilities and equity                                        1,386.20       1,493.01      1,522.84           1,771.46

Lohakit Metal PLC
                                                                   FY2010          FY2011         FY2012        Mar – Sep 2012
Statement of Income (Unit : THB ‘000)
Revenue
Sale and service income                                             1,970.41       2,415.00       2,287.87            1,294.38
Other income                                                           30.08          39.35          34.07               15.68
Total revenues                                                      2,000.48       2,454.35       2,321.94            1,310.05
Expenses
Cost of sales and services                                          1,782.52       2,137.16       2,037.69            1,144.67
Selling expenses                                                       40.06          57.76          50.40               29.55
Administrative expenses                                                55.18          62.78          67.61               32.38
Total expenses                                                      1,877.76       2,257.70       2,155.70            1,206.59
Profit before share of profit from investment in
                                                                      122.72         196.65         166.24              103.46
associate, finance cost and corporate income tax
Share of profit from investment in associate                             1.28           1.40           1.62               1.21
Profit before finance cost and corporate income tax                   124.00         198.05         167.86             104.67
Finance cost                                                          (13.92)        (16.85)        (19.60)             (9.51)
Profit before corporate income tax                                    110.08         181.19         148.27               95.16
Corporate income tax                                                   (8.81)        (29.17)        (25.78)            (11.77)
Profit for the period                                                 101.27         152.03         122.48               83.38
Profit attribute to:
Equity holders of the Company                                         101.27         139.11          96.72               64.16
Non-controlling interest of the subsidiary                                 -          12.92          25.76               19.23

Lohakit Metal PLC                                                                                                  Mar – Sep
                                                                   FY2010           FY2011         FY2012
Statement of Cash Flows (Unit : THB ‘000)                                                                           2012
Cash flow from (used in) operating activities                         154.86             56.39        151.42             34.27
Cash flow from (used in) investing activities                        (24.99)              8.13        (57.89)          (46.08)
Cash flow from (used in) financing activities                       (107.91)           (75.78)        (73.67)             9.98
Net increase (decrease) in cash and cash equivalents                   21.85           (11.25)          19.88          (45.62)



                                                                                                                            13
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Lohakit Metal PLC                                                                                             Mar – Sep
                                                                   FY2010           FY2011        FY2012
Financial Ratio                                                                                                2012
Liquidity Ratio
Current ratio (times)                                                   1.63              1.98        2.27           1.91
Quick ratio (times)                                                     0.87              1.04        1.17           0.94
Operating cash flow ratio (times)                                       0.26              0.09        0.28           0.11
Account receivable turnover (times)                                     4.51              4.29        3.98           8.98
Account receivable days (days)                                            80                84          91             40
Inventory turnover (times)                                              8.45             10.53        9.05           9.36
Inventory days (days)                                                     43                34          40             38
Account payable turnover (times)                                       10.09              8.29        8.62           7.61
Account payable days (days)                                            35.69             43.45       41.79          47.31
Cash Cycle (days)                                                         87                75          89             31
Profitability Ratio
Gross profit margin (%)                                               9.54%            11.50%       10.94%        11.57%
Operating profit margin (%)                                           4.70%             6.51%        5.78%         6.78%
Cash earning ratio (%)                                              167.16%            35.85%      114.57%        39.04%
Net profit margin (%)                                                 5.06%             5.67%        4.17%         4.90%
Return on equity (%)                                                 14.40%            16.71%       10.18%        12.76%
Efficiency Ratio
Return on assets (%)                                                  7.82%             9.66%        6.41%         7.79%
Return on fixed assets (%)                                           44.56%            60.00%       44.79%        53.71%
Asset turnover (%)                                                      1.55              1.70         1.54          1.59
Financial Policy Ratio
Debt to equity (times)                                                  0.84              0.64         0.54          0.73
Cash interest coverage ratio (times)                                  13.28               6.05       11.13           6.17
Cash basis (times)                                                      2.71              0.53         1.12          0.36
Dividend payout ratio (%)                                            47.40%            50.61%       46.32%        49.88%

Analysis of Operating Performance and Financial Status of the Company

Operating Performance

Revenue

The revenue from sales and services of LHK was mostly from cold-rolled stainless steel and sheets, other types of
stainless steel and the service of drilling and polishing stainless steel. In fiscal year 2010-2012, the revenue from sales
and services amounted to THB 1,970.41 million, THB 2,145.00 million and THB 2,287.87 million, respectively. As for
fiscal year 2011, total revenues increased by THB 444.59 million or 22.56% from the previous year mainly due to
demand increasing in hard disk drive, home appliance and automotive industry from the world economic recovery. For
the fiscal year 2012, revenue from sales and services decreased by THB 127.14 million or 5.26% from the previous year
mainly due to Japan Tsunami and flooding in many areas of Thailand. Both incidents had harmed to customer’s
demand.

In fiscal year 2010-2012, LHK total revenues amounted to THB 2,000.48 million, THB 2,454.35 million, and THB
2,321.94 million, respectively. In fiscal year 2011, total revenue increased by THB 453.87 million or 22.69%, however,
in 2012, total revenue decreased by THB 132.41 or 5.39% from the previous year. In fiscal year 2010-2012, other
incomes, interest income and scrap sales, amounted to THB 30.08 million, THB 39.35 million and THB 34.07 million,
respectively.



                                                                                                                          14
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

For the 6 months period ended September 30, 2012, LHK total revenue from sales and services had THB 1,294.38
million, an increase of THB 54.58 million or 4.40% from the previous year, caused by the increasing in sales volume,
especially in automotive industry, despite the decreasing in average selling price. Consequently, LHK total revenues
amounted to THB 1,310.05 million, an increase of THB 53.90 million or 4.29% from the same period last year.

Expense

As for the fiscal years ended March 31, 2010-2012, total expenses amounted to THB 1,877.76 million, THB 2,257.70
million and THB 2,155.70 million, respectively. For 2011, total expenses increased THB 379.94 million or 20.23% while
for 2012 decreased by THB 102.00 million or 4.52%. In fiscal year 2010-2012, cost of sales and services amounted to
THB 1,782.52 million, THB 2,137.16 million and THB 2,037.69 million respectively. Cost of sales and services to revenue
from sales and services ratio were 90.46%, 88.50% and 89.06%, respectively. In fiscal year 2011, cost of sales and
services and increased by THB 354.64 million or 19.90% from the previous year due to an increase in sales volume. The
decrease those cost of sales and services to revenue from sales ratio was caused by economy of scales and production
efficiency. For fiscal year 2012, cost of sales and services and service decreased by THB 99.47 million or 4.65% from
decreasing in sales volume as mentioned.

During fiscal years 2010-2012, LHK selling expenses was THB 40.06 million, 57.76 million, and THB 50.40 million,
respectively. The proportion between selling expenses and revenue from sales and service were 2.03%, 2.39% and
2.20%, respectively. In fiscal year 2011, selling expense increased by THB 17.70 million or 44.18% as a result of
marketing expense of subsidiary increasing to drive demand as well as allowance for doubtful debt reservation.
However, in 2012 a decrease of THB 7.36 million or 12.74% was due to the attempt to controlling expenses during the
slowing down in sales and the settlement of doubtful debt by THB 4.04 million from a customer in which amount was
fully reserved in 2011.

Administrative expenses of the fiscal years 2010-2012 amounted to THB 55.18 million, THB 62.78 million and THB
67.61 million, respectively. As for fiscal year 2011, this expense increased by 13.77% from the previous year and by
7.69% for fiscal year 2012. Additionally, LHK had the administrative expense to revenue from sales and services ratios
at 2.80%, 2.60% and 2.96%, respectively. For the fiscal year 2011,the ratio decreased mainly due to controlling in
expenses. However in fiscal year 2012, administrative expense increased from underestimated half year tax and the
shortage of tax submission.

Corporate income tax of the fiscal years 2010-2012 amounted to THB 8.81 million, THB 29.17 million and THB 25.78
million, respectively. In 2011, corporate income tax increased by THB 20.35 million or 231.01% when compared to
2010, which was at a low level from loss carrying forward from 2009 to deduct income tax.

For the 6 months period ended September 30, 2012, LHK’s cost of sales and services amounted THB 1,144.67 million,
an increase of THB 47.48 million or 4.33% from the same period of the previous year, meanwhile cost of sales and
services to revenue from sales and services ratio at 88.43%. Additionally, LHK had total expenses amounted to
THB1,206.59 million, increasing by THB 48.98 million or 4.23%. LHK had corporate income tax amounted to THB 11.77
million, decreasing by THB 4.35 million or 26.97% due to change in tax rate from 30% in 2011 to 23% in 2012.

Net profit

As for the fiscal years ended March 31, 2010-2012, LHK had net profits amounted to THB 101.27 million, THB 152.03
million and THB 122.48 million, respectively. In fiscal year 2011, net profit increased by THB 50.76 million or 50.12%
due to an increase in sales volume, cost reduction from production efficiency as well as controlling in administrative
expenses. For fiscal year 2012, net profit decreased by THB 29.54 million or 19.43% from the previous year, mainly
from the lower in sales volume as mentioned above. During fiscal year 2011, LHK sold its investment in subsidiary
company, and recognized equity attributable to minority shareholders of subsidiary. For the 6 months period ended
September 30, 2012, LHK had net profit of THB 83.38 million, an increase of 9.38 million or 12.67% from the same



                                                                                                                    15
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

period of previous year due to an increase in sales volume whereas cost of sales and services decreased at a lower rate
accompany with a decrease in income tax as mentioned.

As for the fiscal years 2010-2012 and the 6 months period ended September, 2012, LHK had net profit margin ratio at
5.06%, 5.67%, 4.17% and 4.90%, respectively. In the fiscal year 2011, an increase in the net profit was caused by
production efficiency improvement along with an increase in sales volume of exhaust pipe which has better profit
margin. Whereas the fiscal year 2012, net profit margin decreased due to low production as a result of low sales
transactions. However for the 6 months period ended September 30, 2012, net profit margin increased, which showed
higher production efficiency from an increase in sales.

Financial position

Asset

As of March 31, 2010-2012, LHK had total assets amounted THB 1,386.20 million, THB 1,493.01 million and THB
1,522.84 million, respectively. During fiscal years 2010-2012, total assets increased by THB 106.80 million or 7.70% for
fiscal year 2011, and THB 29.84 million or 2.00% for fiscal year 2012. As LHK main businesses were procurement,
transformation, manufacturing, and distribution of stainless steel product, thus most of LHK’s assets were recorded as
inventories, account receivables, and property, plant and equipment as detailed below.

As at March 31, 2010-2012, LHK had inventories amounted to THB 463.05 million, THB 525.20 million, and THB 553.95
million, respectively. Inventories to total assets were at 33.40%, 35.18% and 36.38%, respectively. In fiscal year 2011,
inventories increased by THB 62.15 million or 13.42% from the same period of previous year because the additional
reservation of raw material to serve a rapid increase in automotive industry demand. Whereas in fiscal year 2012,
inventories increased by THB 28.75 million or 5.47% to support automotive and home appliance industry which
demand had recovered from Tsunami in Japan and flooding in Thailand.

As at March 31, 2010-2012, LHK had account receivables and other receivables amounted to THB 502.82 million, THB
570.60 million, and THB 541.54 million, respectively. Account receivables and other receivables to total assets were at
36.27%, 38.22% and 35.56%, respectively. In fiscal year 2011, account receivables and other receivables increased by
THB 67.78 million or 13.48% from the same period of previous year as a result of the expansion in revenue from sales
at the last quarter, however, account receivables and other receivables in fiscal year 2012 decreased by THB 29.06
million or 5.09% because revenues from sales have not fully recovered from the overall economic downturn.

As at March 31, 2010-2012, LHK had property, plant and equipment amounted to THB 341.59 million, THB 332.70
million and THB 349.50 million, respectively. Property plant and equipment to total assets were at 24.64%, 22.28% and
22.95%, respectively. In fiscal year 2011, property, plant and equipment, decreased by THB 8.89 million or 2.60%, while
increased by THB 16.80 million or 5.05% from the same period of previous year for fiscal year 2012 because LHK and
Auto Metal Company Limited, LHK’s subsidiary, additionally invested in land and equipment for straightening and
cutting. Additionally, LHK had the investment in related company, Mary Lohakit Company Limited, which was co-
founded by LHK and Mory Industries Inc. As the result of such corporation, as at March 31, 2010-2012 LHK had
investment in related company amount to THB 6.18 million, THB 7.58 million and THB 9.14 million, respectively.

As at September 30, 2012, LHK had total assets amounted to THB 1,771.46 million, increased by THB 248.62 million or
16.33% from March 30, 2012, which was mainly due to an increase in inventory, raw material, to support production
growth as well as an increase in account receivables regarding sales growth.

Liabilities
As at March 31, 2010-2012, total liabilities of LHK amounted to THB 632.46 million, THB 582.22 million, and THB
533.99 million, respectively. The main liabilities were bank overdraft borrowed from financial institutions, and account
payables as detailed below.



                                                                                                                     16
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

As at March 31, 2010-2012, short-term loans from financial institution, amounted to THB 323.19 million, THB 307.05
million and THB 266.17 million, respectively, short-term loans to total liabilities were at 51.10%, 52.74% and 49.85%,
respectively. During fiscal year 2011-2012, short-term loans decreased by THB 16.15 million or 5.00% for fiscal year
2011 due to utilizing of net cash flows from operating activities and decrease by THB 40.88 million or 13.31% for fiscal
year 2012.

As at March 31, 2010-2012, LHK had trade and other payables amounted THB 265.95 million, THB 249.92 million and
THB 223.12 million, respectively. Trade and other payables to total liabilities were at 42.05%, 42.93% and 41.78%,
respectively. During fiscal year 2011-2012, trade and other payables decreased by THB 16.03 million or 6.03% for fiscal
year 2011, and decreased by THB 26.81 million or 10.73% for fiscal year 2012, respectively. In addition, in 2012, LHK
had adopted the new accounting standard in respect of provision for long term employee benefits. Thus, provision for
employee benefit was reserved by THB 16.08 million in fiscal year 2012.

As at September 30, 2012, LHK’s total liabilities amounted to THB 749.16 million, an increase of THB 215.18 million or
40.30% from March 30, 2012. The reason was mainly due to an increase in short-term loans from financial institution,
an increase in trade and other payables which increased from raw material sourcing.

Shareholder’s equity
As at March 31, 2010-2012, total shareholder’s equity, amounted THB 753.74 million, THB 910.78 million and THB
988.86 million, respectively. During fiscal year 2010-2012, total shareholder’s equity, increased by THB 157.04 million
or 20.84% for fiscal year 2011, and by THB 78.08 million or 8.57% for fiscal year 2012, respectively, as a result of an
increase in retained earnings. In fiscal year 2010-2012, dividend was paid THB 48.00 million, THB 70.40 million and THB
44.80 million, respectively, which dividend payout ratios were at 47.40%, 50.61%, and 46.32%, respectively. In
addition, LHK had retained earnings amounted to THB 103.07 million, THB 194.18 million, and THB 207.77 million,
respectively. For fiscal year 2011, retained earnings increased by THB 91.11 million or 88.40%, and for fiscal year 2012,
by THB 13.59 million or 7.00% from the same period of previous year. During fiscal year 2010-2012, there were no
changes in paid up capital and share premium which was constant at THB 320.00 million and THB 330.67 million,
respectively.

As at September 30, 2012, total shareholder’s equity was 1,022.30 million which increased by THB 33.44 million or
3.38% from March 30, 2012 due to an increase in retained earnings from operating profit.

Liquidity

For the period ended March 31, 2010-2012, LHK had net cash flows from operating activities amounted to THB 154.86
million, THB 56.39 million, and THB 151.42 million, respectively.

For net cash flows from investing activities, mostly used in acquisition of equipment, LHK had net cash used in
investing activities of THB 24.99 million in 2010.As a result of cash received from sales of investment in subsidiary in
2011, LHK had positive net cash inflow from investing activities amounted to THB 8.13 million, whereas, LHK had net
cash used in investing activities amounted to THB 57.89 million in fiscal year 2012. In addition, net cash flow from
financing activities in 2010-2012, including dividend payment and repayment of long-term loans, amounted to THB
107.91 million, THB 75.78 million, and THB 73.67 million, respectively.

For the 6 months period ended September 30, 2012, LHK had net cash flow from operating activities amounted to THB
34.27 million, used in investing activities amounted to THB 46.08 million from acquisition of equipment, and financing
activities amounted to THB 9.98 million.

For fiscal year 2010-2012 and the 6 months period ended September 30, 2012, current ratios, were at 1.63 times, 1.98
times, 2.27 times and 1.91 times, respectively, which showed LHK’s capability to pay all short-term loans. For the fiscal
year 2010-2012, the increasing tendency of liquidity ratios resulted from higher sales performance over the year’s
leads to increasing current assets as well as decreasing non-current liabilities, which was mainly due to repayment


                                                                                                                      17
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

short-term loans and decreasing account payables. For the 6 months period ended September 30, 2012, the current
ratio decreased from an increase in current liabilities, short-term loans from financial institution and account payables.

Capital Structure
At the end of 2009 – 2011 and 6 months ended September 30, 2012, D/E ratio of the Company was 0.84 times, 0.64
times, 0.54 times and 0.73 times, respectively. The decreasing tendencies resulted from increases in shareholder’s
equity from accumulated retained earnings and decreases in current liabilities. Additionally, as a result of full payment
of long-term liabilities in 2010, long term liabilities were removed from the financial statement. However, D/E ratio as
at September 30, 2012 increased from the end of fiscal year 2012 due to an increase in short-term liabilities as
mentioned.

1.7      Industry Overview

1.7.1 Overview of World Stainless Steel Industry

According to a report released by the International Stainless Steel Forum (ISSF), the world forum on various aspects of
the international stainless steel industry, total production of stainless steel crude steel production for the first six
months of 2012 was 17.2 million metric tons, a slight decrease of 0.2% compared to the same period of 2011. The
stainless steel production in Asia with China excluded and for China only was at 4.5 and 7.1 million tons respectively,
increased by 2.2% and 1.1% respectively when compared to the same period of last year. While Western Europe,
Africa, and America experienced a shrinking development in stainless steel production during the first six months of
2012 when compared to the same period of previous year.

                   Table 10: Stainless steel crude steel production for the first six months of 2012
            Region                                                             Jan – Jun      Jan – Jun
                                 1Q/2012        2Q/2012       % Change                                        % Change
 (Unit: thousand metric tons)                                                     2011          2012
 Western Europe / Africa              2,214         2,062            - 6.9            4,297        4,276              - 0.5
 Central and Eastern Europe              87            98            12.3               203          184              - 0.9
 America                                607           613              0.9            1,377        1,220            - 11.3
 Asia with China excluded             2,226         2,236              0.5            4,373        4,462                2.0
 China                                3,433         3,649              6.3            7,005        7,082                1.1
             Total                    8,567         8,657              1.1          17,254       17,224               - 0.2
      Source : ISSF

However, ISSF forecasted a slight improvement in demands for stainless steel in the global market follow the economic
recovery of many countries especially Asia region and China, the world's largest consumer of stainless steel with high
volume of import and export of stainless steel due to the continuous expanding of industrial sectors in the country.

                      Diagram 1: Trend of demands for stainless steel in the global market of 2013




                        Source : ISSF

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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

The price of stainless steel changes upon global demand and supply while fluctuating according to the price of
Hot/Cold Rolled Coils which are the key raw materials in stainless steel producing. The Iron and Steel Institution of
Thailand reports that the average selling price of Hot stainless steel sheet and Cold stainless steel sheet of 2010
increased from 2009 to reach USD 2,994 per ton and USD 3,094 per ton respectively. While average selling price in
2011 increased from 2010 to USD 3,234 per ton and USD 3,327 per ton respectively due to the global demands
increase which directly affected the price of stainless steel as its price increased in the same direction.

                    Diagram 2: the average selling price of Hot Rolled Stainless Steel of 2001 – 2011

                      USD/ Ton
                       6,000

                       5,000

                       4,000

                       3,000

                       2,000

                       1,000

                         -
                               2001 2002 2003
                               2544 2545 2546 25472004
                                                    2548       2549 2550 2007 2008 2009
                                                              2005 2006 2551 2552 2553 25542010
                                                 Hot roll stainless steel
                                                 Cold roll stainless steel
         Source: The Iron and Steel Institute of Thailand

LHK is currently processing stainless steel for sale of 2 grades which are Austenitic stainless steel (contains 8-20 %
Nickel which its key features are non-magnetic and excellent corrosion resistance) and Ferritic stainless steel (contains
12% or 18% of Chromium and low degree of carbon, its key features are magnetic, moderate corrosion resistance, and
average formability). Due to Austenitic Stainless Steel has very high and fluctuating price than other grades of Cold
rolled stainless steel, Nickel is the price determining element in normal Austenitic Stainless Steel. The statistics of
London Metal Exchange showed a decrease in price of Nickel during 2011- September 2012 due to a slowdown in
demands affected by the global economy slowdown from financial crisis of the United States and Euro zone. The
average price of Nickel as of September was at USD 17,215.5 per ton, a decrease of 15.6% compared to the same
                                                                         th
period of previous year, which the price drop of this month was the 13 consecutive months of the price decrease.
However it was an increase in price of 9.9 % compared to last month which is considered as the first price increase
       th
after 6 consecutive months of the price decrease.

                       Diagram 3: the average selling price of Nickel during 2011- September 2012

                               USD/ Ton




                       Source : Bangkok Bank Research Center

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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

1.7.2 Stainless Industry in Thailand

In Thailand, there is only one manufacturer of flat cold-rolled stainless steel namely POSCO-Thainox Public Company
Limited which produces and supplies stainless steel categorized into Austenitic and Ferritic grades in coil and sheet
types. The demands for Cold Rolled Stainless Steel depend on overall economic growth and the related industries such
as Automotive, Electronics, Construction and Food. According to the quarterly market situation reported by the
Ministry of Industry Thailand, GDP in the first quarter of 2012 expanded by 0.3% after a sharp decline of 8.9% in the
fourth quarter of 2011 resulting from the major flood disaster. In Q1’2012, domestic demand expanded, household
consumption showed an improvement thanks to government’s compensation to flood victims, Private consumption
showed an considerably improvement whereas Government consumption continued to drop. Exports of goods and
services decreased but saw an improving sign while imports of goods and services grew up. GDP of manufacturing
sector decreased by 4.2% compared to a sharp drop of 21.6% in the last quarter as a result of resuming production
after facing flood disaster. Nonetheless, the Office of the National Economic and Social Development Board forecasted
the economic growth of Thailand to expand for 5.5-6.5% compared to a growth of 0.1% in 2011.

The industry trends of related industries which influence the growth of domestic stainless steel industry are described
in the table below:

                                   Table 11: The industry trends of related industries
   Industry              Usage of stainless steel                               Industry trends
 Automotive       Use in parts and components of a car Automotive industry sees a continuous growth which can
                  including exhaust pipes, bumper, be seen by number of car productions in Q2’2012 of
                  wheel cover, ground surface, and 558,277 units, an increase of 63.42% compared to the
                  other decorative parts of the car.      same period of last year while it is projected by the
                                                          production plan of the car manufacturers that car output in
                                                                                                                1
                                                          Q3’2012 would further expand to reach 600,000 units.

 Electrical       - Use in parts of electrical appliances      The industry growth is in the increase where the productions
 appliances/        which require a corrosion resistance       of electrical appliances and air-conditions in Q3’2012 rose
 Freezer/           e.g. door of the refrigerator,             up by 19.09% compared to the same period of previous
 Cold               microwave, washing machine.                year thanks to an expanding of exports of products such as
 storage/ Air-    - Tube stainless steel is used in            air-condition, refrigerator, and electric cable. The production
 condition          cooling system equipment while             in Q3’2012 is estimated to increase for 6% from the same
                                                                                    1
                    sheet stainless steel is used in the       period of last year.
                    making of cold storage and other
                    equipment in the freezer.
                                                                                                  2
 Food             Use for packaging of canned food as          Constant and regular growth
                  a replacement of zinc and aluminum
                  packaging.
 Kitchen          Use in parts of home appliances e.g.         Constant and regular growth2
 utensils and     Kitchen utensils, sink, and electrical
 home             appliances.
 appliances
 Computer         Use in parts of the computer e.g.            The industry growth is in the increase where total market
                  CPU cover                                     value of hardware in 2012 is projected at THB 112,705
                                                                million, an increase of 20.4% from THB 93,589 millions of
                                                                last year due to demand for high speed internet is growing
                                                                                                                     3
                                                                while the computer hardware prices have dropped.
 Construction,    Use for decorative e.g. handrail,            The industry growth is in the increase where it is estimated
 Interior         banister, and billboard.                     that the total market value of construction business in 2012
 Decoration                                                    will reach THB 923, 000- 934,000 million, an increase of
 and                                                           12.2-13.5% from 2011 as a result of government’s mega

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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


   Industry               Usage of stainless steel                                     Industry trends
 Furniture                                                      investment on mass transits projects along with the repairing
                                                                of residential buildings damaged from the flood while private
                                                                construction acceleration on ceasing construction project
                                                                during the flooding period, and other general new housing
                                                                                            4
                                                                projects by private sectors.
Source : 1The Office of Industrial Economics 2LHK 3 the Association of Thai ICT Industry 4 Kasikorn Research Center




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Section 2 : The approval of the investment in Ngeck Seng Chiang Metal Company Limited

2.1    Characteristic and details of the transaction

The Company intends to acquire 100% shares of NSCM in the amount of 2,300,300 shares from the existing shareholders
at the price of THB 107.37 per share for the total value of not more than THB 246,960,000. The Company will make the
payment by means of issuing the new ordinary shares for private placement to 4 existing shareholders of NSCM at the
price of THB 3.92 per share for the amount not more than 63,000,000 shares with a par value of THB 1.00 per share.

2.1.1 Category and size of the transaction

The Transaction is considered to be an acquisition of asset as prescribed in the Acquisition or Disposition Notification
with the highest transaction size of 48.16% determined by the NTA criteria. It is classified as category 2 (Transaction
size is 15.00% or higher but less than 50.00%) under the Acquisition or Disposition Notification, which requires the
Company to prepare and submit the report and disclose the information memorandum to the SET and circulate the
information to the shareholders within 21 days after the Company disclosed the information to SET.

Additionally, as the existing shareholders of NSCM who intend to sell NSCM’s shares to the Company, are related to
Mr. Prasarn Akarapongpisak, the company’s director, the Company’s management and the company’s major
shareholder (details of the relationship appears in Table 1 of this report), and one of the sellers is also the company’s
major shareholder. In this regards, the payment for the shares of NSCM by using the newly issued shares of the
Company as payment is considered as the issuance of new shares to the major shareholder of the Company via private
placement. Therefore, the transactions are considered as connected transaction according to the Notification of
Connected Transaction with the transaction size of 28.14% of NTA and therefore is more than 3% of NTA. Thus, the
Company is required to seek the approval from the shareholders with affirmative votes of not less than three-fourth of
the votes attending the meeting and having the right to vote, excluding the votes from the shareholders who have
conflict of interest. The conflicted shareholders who do not have the right to vote are presented in the following Table.

                     Table 12: Lists of conflicted shareholders who do have the right to vote
                                          Shares held in LHK*            Relationship with the counterparties
              Name
                                      No. of shares         %                      of the transaction
Mr. Kasem Akarapongpisak                  93,282,180        29.15             Father of the counterparties
                                                                                   of the transaction
Mr. Prasarn Akarapongpisak                44,046,300        13.76            Brother of the counterparties
                                                                                   of the transaction
Mr.Prasert Akarapongpisak                 36,284,300        11.34        The counterparties of the transaction
Mr. Vittawat Akarapongpisak               12,811,500          4.00       The counterparties of the transaction
Ms. Vasana Akarapongpisak                  6,000,020          1.88       The counterparties of the transaction
Remark Information as of December 13, 2012

In the past 6 months, the Company does not process any transaction that is considered to be an asset acquisition and
connected transaction. However, the Company had sale & service transactions with NSCM in the amount of THB 26.04
million (similar rate to the selling price for major customers) and commission amount of THB 0.13 million which was
not over 2.00% of sales volume and in the range of international sale representatives fee varying from 1.5% to 2% of
sales volume.

2.1.2 Relevant parties, key condition of contracts and detail of assets

            Relevant parties
         Buyer                        :   Lohakit Metal Public Company Limited
         Seller                       :   The 4 existing shareholders of NSCM as follows:
                                          1) Mr. Prasert Akarapongpisak

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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                          2) Mr. Pongthep Akarapongpisak
                                          3) Ms. Vasana Akarapongpisak
                                          4) Mr. Vittawat Akarapongpisak
         Relationship                 :   The Sellers are the shareholder of the Company and/or related to the company’s
                                          director, the Company’s management and the company’s major shareholder
                                          (details of the relationship between the counterparties appears in Table 1 of this
                                          report).

         Summary of key terms in Sale and Purchase Agreement
         Counterparties         : 1. Lohakit Metal Public Company Limited as the buyer
                                    2. The 4 existing shareholders of NSCM as the seller group comprises of Mr.
                                        Prasert Akarapongpisak, Mr. Pongthep Akarapongpisak, Ms. Vasana
                                        Akarapongpisak and Mr. Vittawat Akarapongpisak
                                    3. Ngeck Seng Chiang Metal Company Limited
         Contract date          : December 7, 2012
         Asset to be acquired   : 2,300,300 shares of NSCM, representing 100% of the total issued and paid up
                                    capital of NSCM (after recapitalization) in which the details are as follow:

                                                                                   No. of shares        No. of shares
                                            Name of shareholders of NSCM         (As of September          (After
                                                                                     30, 2012)        recapitalization)
                                           1) Mr. Prasert Akarapongpisak                     25,000             575,000
                                           2) Mr. Pongthep Akarapongpisak                    25,000             575,000
                                           3) Ms. Vasana Akarapongpisak                      25,000             575,000
                                           4) Mr. Vittawat Akarapongpisak                    25,000             575,000
                                                          Total                             100,000           2,300,000
                                          Remark Recapitalize process is expected to complete in 2012
         Consideration value      :       THB 107.37 per share for the total value of not more than THB 246,960,000
         Key Condition and Key Term
         Condition precedent      :  The Company received approval from the Extraordinary Shareholder’s
                                       Meeting No. 1/2013 dated 21 January 2013 on resolution regarding the
                                       purchase of ordinary shares from NSCM as a whole
                                     NSCM has adjusted the Company’s capital structure by increasing the paid-
                                       up registered capital from THB 10 million to THB 230 million by issuing 2.20
                                       million ordinary shares at the par value of THB 100 per share (the
                                       management of NSCM expects to complete the increase of capital by the end
                                       of 2012)
         Share payment and        : Within 31 January 2013, except the parties agree to extend the share transfer
         share transfer date        and the payment date
         Duty of NSCM             : On the transfer date, the seller agrees to deliver documents to the Company,
                                    such required documents consisted of:
                                     Copy of minute of NSCM’s Board of Director Meeting approving the
                                       amendment of the signatory and condition of authorized person to conduct
                                       banking transaction (bank signatory) for the bank accounts of NSCM as
                                       designated by the Company.
                                     Copy of minute of NSCM’s shareholder Meeting approving to appoint 2 new
                                       directors i.e. Mr. Prasarn Akarapongpisak, Mr. Anan Manuschinapisit and
                                       amend the authorized signatory as “Mr. Prasert Akarapongpisak jointly sign
                                       with Mr. Prasarn Akarapongpisak or Mr. Anan Manuschinapisit and affix the
                                       Company’s seal”
                                     The Company’s seal, book bank, check book, including all documents relating
                                       to assets, obligation, liability, encumbrance, and accounting documents of

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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                            NSCM for the Company or a person that the Company designated
                                           The sum equal to the withholding tax of the capital gain as calculated on the
                                            transfer of shares of NSCM as according to the Agreement
         Duty of the Company          :    From the date of this Agreement until the date of transfer the shares of
                                            NSCM to the Company, the Company agrees not to announce dividend
                                            payment to the shareholders, including other actions that may lower the
                                            book value of Company’s shares.
                                           On the transfer date, LHK agrees to deliver the evidence to certify the
                                            holding of shares of the Company from Thailand Securities Depository Co.,
                                            Ltd to each seller
         Duty of the seller and       :    From the date of this Agreement until the date of transfer the shares of
         NSCM                                NSCM to the Company, the seller and NSCM agree not to do the following,
                                             except with permission from the Company
                                             (1) Acquiring or selling of assets or businesses of NSCM, whether partially
                                                  or as a whole, or merge with other entities, except for the acquiring or
                                                  selling of assets as according to the normal business practice of NSCM.
                                             (2) Imposing an obligation on any assets of NSCM or placing guarantee or
                                                  paying damages for any person with NSCM’s assets, which is not
                                                  deemed normal business practice.
                                             (3) Enter into or amend the agreement, condition, or impose any other
                                                  obligation on NSCM, with exception to:
                                                  (a) The normal business practice of NSCM; or
                                                  (b) The operation relating to or from this Agreement
                                             (4) Increase or decrease of capital or issuing equity instruments or offer the
                                                  right to purchase the equity instruments of NSCM, for any types, except
                                                  for the increase of capital as per the condition precedent.
                                             (5) Payment of dividend or announce the payment of dividend
                                             (6) Enter into an Employment Agreement or amend the essence condition
                                                of the      Employment Agreement or the Employee’s benefit scheme.
                                             (7) Any conduct not as according to the operation or normal business
                                                  practice of NSCM.
                                             (8) Make any compromise relating to the case, lawsuit, arbitration, or
                                                  administrative procedures, except for compromise of less than THB
                                                  500,000.
                                             (9) Negotiate or enter into negotiation with any person interested in
                                                  investing in the business or assets of NSCM, for sell and purchase of
                                                  shares, consult on operation of transactions with other parties in the
                                                  form or purpose in compliance with the transaction under this
                                                  Agreement.
                                             (10) NSCM and the seller agree that the Company may send their
                                                  representative to study and work at NSCM office. NSCM will arrange for
                                                  the place and fully accommodate the Company’s representative. The
                                                  Company will be responsible for the expenses of such representative.
                                           NSCM will arrange for inspection of all inventories by Deloitte Touche
                                             Tohmatsu Jaiyos Advisory Co., Ltd and prepare a financial statement as of
                                             the transfer date. NSCM will be responsible for the cost of preparing the
                                             financial statement, whereas the Company will be responsible for the cost of
                                             inspecting all inventories and deliver to the company within 45 days from
                                             the share transfer date. Such financial statement must be revised to be as
                                             according to the accounting policy and the operation as prescribed by the
                                             Company and must be audited by the auditor from Ernst & Young Office Ltd.
         Representation,              :    The seller and NSCM agree to certify, confirm and promise to the Company


                                                                                                                        24
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


         confirmation and                      as follow.
         promise                               (1)     Except as prescribed in the financial statement of 30 September 2012,
                                                       NSCM does not have obligation, debt, or other responsibilities that
                                                       have already occurred or expect to be occurred from the normal
                                                       business practice of NSCM.
                                               (2)     The Company’s information or other information that the seller or the
                                                       seller’s representative or NSCM provide to the Company or the
                                                       Company’s representative is the correct information. All the analysis,
                                                       evaluation, or prediction was done in good faith with no intention of
                                                       misleading from the truth.
                                               (3)     NSCM does not have outstanding tax payment, or under tax
                                                       assessment or likely to be assessed for additional tax payment.
                                               (4)     All income tax return, calculation sheet, notice, and other prescribed
                                                       information or required information from NSCM or for the purpose of
                                                       taxation (a) created or provided within the time limit, completed and
                                                       up to date and (b) as acknowledge in good faith that all income tax
                                                       return, calculation sheet, notice, and other information not to cause
                                                       any dispute with the tax authorities.
                                               (5)     After the seller receives ownership of the Company’s ordinary shares
                                                       as according to this Agreement, the seller agrees not to sell all of the
                                                       Company’s share acquired under this Agreement for a period of 1
                                                       year from the date that the Company’s ordinary shares receive
                                                       approval to sell in the SET. However, upon 6 months from the date
                                                       that the Company’s ordinary shares receive approval to sell in the
                                                       SET, each seller may sell the Company’s restricted shares but not to
                                                       exceed 25% of shares hold by such seller.
                                               (6)      From September 2012:
                                                       (a) The seller and NSCM will conduct businesses diligently, with full
                                                             effort and in good faith for the overall benefit of NSCM.
                                                       (b) There is no significant change in the financial status of NSCM and
                                                             no incidence, matter of fact, circumstance, or likelihood of
                                                             possibility that may lead to such change.
                                                       (c) The businesses of NSCM are as usual, without disruption, or
                                                             significant changes relating to the characteristics, perimeters,
                                                             and procedures in conducting businesses of NSCM.
                                                       (d) Except for the normal business practice or matter receiving
                                                             approval from the Company, NSCM has never entered into any
                                                             Agreement, or transaction, or accept, or impose any debts or
                                                             obligation in essence (including the future debts) or make any
                                                             significant payment not indicated in the financial statement of
                                                             NSCM.
                                                       (e) Except as indicated in the financial statement of NSCM at the
                                                             share transfer date, inspected by the auditor from Ernst and
                                                             Young Co., Ltd, NSCM does not have debts, obligations, or other
                                                             liability that already occur or expect to be occurred, except from
                                                             the normal business practice of NSCM.
                                                       (f) Mr. Prasert Akarapongpisak agrees to continue being the
                                                             management of NSCM for at least 3 years from the share transfer
                                                             date.
                                                       (g) The Net Book Value of NSCM before setting account reserve for
                                                             account receivable, inventory, accrued expenses, employee’s
                                                             benefit, and before adjusting the asset value, and other related


                                                                                                                            25
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                                            matters as according to the financial statement of NSCM at the
                                                            share transfer date, as inspected by the auditor from Ernst &
                                                            Young Office Ltd., must be not less than THB 240 million, not
                                                            including adjustment as according to the Company’s policy.
                                           The Company agrees to certify, confirm, and promise in essence to the seller
                                               as follow:
                                               (1) The Company will arrange for Mr. Prasert Akarapongpisak to continue
                                                    being the management of NSCM for at least 3 years from the share
                                                    transfer date.
                                               (2) The Company will take full effort in being the guarantor for all liabilities
                                                    that NSCM received loans from the banking institutions in lieu of the
                                                    seller.
                                           The certification as according to this Agreement will bind the parties for a
                                               period of 2 years from the date of this Agreement, except for the
                                               certification in (3) and (4) above that will bind the parties for a period of 5
                                               years from the date of this Agreement.
         Payment for damages          :    In case that NSCM receives damages from lawsuit or any disputes or claims
         and guarantee of                      or tax liabilities, withholding taxes for any incorrect payment, fines,
         liability as according to             additional payment, expenses, additional taxes or any other sum that may
                                               incur to NSCM due to the conduct or failure to conduct of the seller and/or
         the Agreement:
                                               NSCM. The damages occurred from the inaccurate or uncompleted
                                               information or against the certification, including the account inspection at
                                               the share transfer date, whereas it is discovered that the net account
                                               valuation of NSCM is less than THB 240 million, not including the adjustment
                                               as according to the Company’s policy, each seller must be responsible for
                                               damages that may occur to NSCM or the Company as joint debtor (joint
                                               debtor means all 4 shareholders of NSCM which are the joint sellers under
                                               this Transaction. Therefore, NSCM will be able to claim for responsibilities
                                               from one or all of the sellers for any damages. Nonetheless, all of the sellers
                                               shall be obliged until the compensation is fully made to LHK)
                                           - In case that the amount of inventory, as inspected by Deloitte Touche
                                               Tohmatsu Jaiyos Advisory Co., Ltd, is less than the value of inventory
                                               indicated in the management financial statement of NSCM as of the share
                                               transfer date, each seller must be responsible to NSCM or the Company as
                                               joint debtor for sum as according to the lessen value of the inventory. The
                                               inspection report of Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd is
                                               deemed final. The seller or each seller agree to place deposit with the
                                               Company and NSCM as guarantee for damages in this clause for the total
                                               amount of THB 5,000,000 for a period of 60 days from the share transfer
                                               date.
         Taxes, fees, and             :   Each party will be responsible for own expenses incurred as according to the
         expenses                         compliance with the condition and regulation of this Agreement and/or other
                                          related Agreements i.e. preparation of Agreement, lawyer fees, expenses for legal
                                          due diligence.
         Termination of               :   The Agreement may be terminated or cancelled due to the following reasons:
         Agreement                         The parties agree in writing to terminate this Agreement.
                                           In case that the Company bleaches any of the provision in this Agreement. If
                                               the seller has informed the Company in writing and the Company does not
                                               comply within 30 days from receiving the notice from the seller, the seller
                                               has the right to file a claim in the Court to force the Company to comply with
                                               the Agreement and/or terminate this Agreement, without depriving the
                                               right of the seller to claim for damages from the Company (if any).


                                                                                                                           26
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                              In case that the seller bleaches any of the provision in this Agreement. If the
                                               Company has informed the seller in writing and the seller does not comply
                                               within 60 days from receiving the notice from the Company, the Company
                                               has the right to file a claim in the Court to force the seller to comply with the
                                               Agreement and/or terminate this Agreement, without depriving the right of
                                               the Company to claim for damages from the seller (if any).
                                           - The termination of Agreement does not affect the non-competition or
                                              confidentiality clauses and not to deprive the right to claim for damages
         Non-competition              :   Upon completion of the transfer of share as according to this Agreement, the
                                          seller and each seller agree not to conduct similar competing business to NSCM
                                          and/or other affiliated companies of LHK, whether directly or indirectly, for a
                                          period of not less than 5 years, except for being the shareholder of LHK, and with
                                          exception for Mr. Prasert Akarapongpisak that agrees not to conduct similar
                                          competing business to NSCM and/or other affiliated companies of LHK for a
                                          period of not less than 5 years after completion of the prescribed position or
                                          other extended period.

       Value of the Acquired Assets and the Consideration

       The Company will pay total consideration for 2,300,300 shares of NSCM at the price of THB 107.37 per share for
       the total value of not more than THB 246,960,000 by its newly issues shares at THB 3.92 per share at the
       amount not exceeding 63,000,000 shares, equivalent to the share swap ratio of NSCM : LHK at 1 : 27.39 shares.
       The issuance price is 14.96% higher than weighted average of the Company’s share price trading on the SET for
       15 consecutive trading days prior to the date on which the Board of Directors had a resolution to propose the
       agenda in relation to the issuance of newly issued ordinary shares to the Extraordinary Shareholdes’ meeting
       No. 1/2013 for approval (the weight average price is calculated from trading period during November 7, 2012 to
       November 27, 2012 which equals to THB 3.41 per share). In this regards, each shareholder of NSCM will receive
       15,750,000 newly issued shares of the Company, equivalent to THB 61.74 million.

       The Company used 2 Basis in determining the appropriate value for NSCM’s ordinary shares which are Adjusted
       Book Value Approach and Market Comparable Approach.

       a) Adjusted Book Value Approach
          The Company determined the value of NSCM’s ordinary shares based on the adjusted book value of NSCM.
          The adjusted book value of NSCM is determined based on NSCM’s unaudited Proforma financial statement
          as of September 30, 2012 with the following adjustment
            The effect of changing NSCM’s accounting policy to be in line with the Company’s policy such as
              reserve on Bad debt, reserve on inventory and Employee benefit
            The re-appraisal of NSCM’s fix asset by two appraisers that are in SEC approved list. The detail of the
              adjustment are shown below.

               Book value (Proforma account as of September 30, 2012              :          242.1   THB Million
                 Accounting policy adjustment                                     :        (13.24)   THB Million
                 Fix asset adjustment                                             :           18.1   THB Million
               Adjusted Book Value                                                :        246.96    THB Million
               Number of Shares                                                   :     2,300,000    Shares
               Book Value per share (After adjustment)                            :        107.37    THB/ Share

             Therefore, the offer price at THB 107.37 per share is about 1.0 time of adjusted book value of NSCM.




                                                                                                                             27
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

       b) Market Comparable Approach

             For Market Comparable Approach, the Company use the P/E ratio to determine the value of NSCM’s
             ordinary share as follow:

                                                                  2011                             2012
                                                                (Audited)          (6 months as of September 30, 2012)
             The offer price (THB Million)                                             246.96
             Profit (THB Million)                                 44.37                           34.42
             P/E (time)                                           5.56                            3.59*
             Remark *Annualised P/E ratio
             Source : The Company’s information memorandum

       The Company’s Board of Directors considered that the NSCM’s offer price is reasonable because it close to
       NSCM’s adjusted book value and has low P/E, especially when comparing with the Company’s P/E at 10.48
       times and SET’s P/E at 16.17 times. (Source: www.set.or.th as of 20 November 2012)

       Information of asset

       The general information of NSCM which is the assets to be acquired by the Company under this Transaction as
       follows:

       a) General information
          Ngeck Seng Chiang Metal Co., Ltd. was established on February 7, 1992 as an importer and distributor of
          metal and non-metal products such as Copper, Brass, Aluminium, and Stainless steel. Its registered office is
          No. 947-949 Charoeng Krung Rd., Talad Noi, Sampanthawong, Bangkok.

            As of September 30, 2012, NSCM has paid up capital of THB 10.00 million divided into 100,000 shares at par
            value of THB 100.00 each. In this regards, NSCM is currently under the process of capital restructuring
            which will increase paid up capital to THB 230.00 million, divided into 2.30 million shares at par value of
            THB 100.00, whereby the management of Ngeck Seng Chiang expects to complete the capital increase by
            December 31, 2012.

       b) Overview of Business

            Ngeck Seng Chiang is a distributor of metal and non-metal products listed below:

                                      Table 13: Metal and non-metal products of NSCM
                      Type                                                Detail of products
                   Aluminium                 Aluminium Sheet, Coil, Bar of various sizes according to customers request
                                             Aluminium Sheet for Anodizing
                                             Aluminium Alloy Sheet 5 Bar Tread plate
                                             Aluminium Finstock Coil
                                             Aluminium Round Bar, Aluminium Hexagon Bar, and Aluminium Flat Bar
                                             Aluminium Round Tube
                                             Aluminium Angle Bar
                      Brass                  Brass Sheet, Coil, Bar of various sizes according to customers request
                                             Brass Round Bar, Square Bar, Hexagon Bar, and Flat Bar
                                             Brass Bar in various shapes
                                             Brass Wire
                                             Brass Square Tube
                     Copper                  Copper Sheet, Coil, and Bar


                                                                                                                         28
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                          Type                                                Detail of products
                                                Copper Round Bar, Square Bar, Hexagon Bar, and Flat Bar
                                                Copper Tube
                                                Copper Chrome Rod for Spot Tip
                 Electro-Galvanized Steel       Electro-Galvanized Steel Coil, Sheet, Bar
                        Galvanized              Galvanized Steel Coil, Sheet, Bar
                      Stainless Steel           Stainless Steel Coil, Sheet, Bar
                                                Stainless Steel Round Tube, Square Tube, Hexagon Tube
                                                Stainless Steel Flat Bar (Low Nickel)
                                                Stainless Steel Round Tube, Square Tube
                                                Stainless Steel Angle Bar
                                                Stainless Steel Wire

             The current number of customers is over 500 which are mainly domestic customers such as retail shops,
             industrial factories, and construction contractors while none of the customers is having purchasing order
             more than 10% of total revenue.

            c)    The Board of Directors and Shareholders

                  As of September 30, 2012, directors and authorized signatories of NSCM is Mr.Prasert Akarapongpisak. The
                  Management of NSCM is listed as follow:

                              Table 14: The Management of NSCM as of September 30, 2012
                            Name                                                Position
       1.   Mr.Prasert Akarapongpisak                                      Managing Director
       2.   Mr.Pisanu Sermsart                             Purchasing, Sale, Logistic and Warehouse Manager
       3.   Ms.Nussara Somchitchob                                      Administrative Manager
       4.   Mrs.Kannika Prasertniman                       Accounting, Finance and Human Resource Manager
       Source : NSCM

                  After the Transaction, the Company will nominate 2 persons as the members of the Board of Directors of
                  NSCM which are Mr. Prasarn Akarapongpisak and Mr.Anan Manatchinapisut. Additionally, the authorized
                  directors of NSCM will be changed to “Authorized signatories are Mr.Prasert Akarapongpisak, co-sign with
                  Mr.Prasarn Akarapongpisak or Mr.Anan Manatchinapisit with the company seal affixed”. Additionally, Mr.
                  Prasert, Director and Managing Director of NSCM, is agreed in writing to continue to work in NSCM for at
                  least 3 years.

                 The shareholders of NSCM as of September 30, 2012 are listed as follow:

                    Table 15: The shareholders of NSCM as of September 30, 2012 and after recapitalization
                                                            Shareholding                       Shareholding
               Name of shareholders                  as of September 30, 2012              after recapitalization
                                                  Number of Shares      % of Total  Number of Shares          % of Total
  1.        Mr.Prasert Akarapongpisak                         25,000         25.00               575,000            25.00
  2.        Mr. Pongthep Akarapongpisak                       25,000         25.00               575,000            25.00
  3.        Ms. Vasana Akarapongpisak                         25,000         25.00               575,000            25.00
  4.        Mr. Vittawat Akarapongpisak                       25,000         25.00               575,000            25.00
                           Total                             100,000       100.00              2,300,000           100.00
Source : NSCM




                                                                                                                       29
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)



          d)    Financial status and operating performance

                In 2011, NSCM changed its accounting year from ended on 31 December to 31 March. Thus, during the
                transition period, NSCM had issued financial statements for 3 month period from January 1, 2011 until
                March 31, 2011. Thereafter, the accounting year of NSCM ended on 31 March each year.

                Financial position and operating performance of NSCM for the year ended December 31, 2009 – 2010, for
                3 month period ended March 31, 2011 and for the year ended March 31, 2012 are presented as follows:

                   Table 16: Summarized financial status and financial performance for the year 2009 – 2011
                                (ended as of March 31) and 6 months as of September 30, 2012
Ngeck Seng Chiang Metal Company
Limited                                      As of Dec 31, As of Dec 31, As of Mar 31, As of 31 Mar            As of Sep 30,
Statement of financial positon (Unit :           2009             2010            2011           31, 2012          2012
THB million)
Assets
Current assets
Cash and cash equivalents                            30.89             53.55          78.54            18.64          25.91
Short term investment                                81.62             46.63          46.66             6.74          31.61
Account receivables and other                       148.39           212.82          243.99           290.21
receivables                                                                                                          279.35
Inventories                                         129.97           175.71          161.87           154.21         161.89
Other current assets                                   8.32             1.51            0.04            0.02              -
Total current assets                                399.19           490.22          531.10           469.82         498.77
Non-current assets
Restricted bank deposits                                  -                -               -           41.10          41.00
Long term investment                                   5.00             5.00            5.00            5.00           5.00
Property, plant and equipment                        21.97             21.92          21.32            21.20          22.46
Unused land                                          16.21             16.21          16.21            16.21          16.21
Computer program                                       0.14             0.19            0.17            0.35           0.31
Other non-current assets                               0.24             0.24            0.24            0.30           0.30
Total non-current assets                             43.55             43.55          42.94            84.15          85.28
Total assets                                        442.74           533.78          574.04           553.97         584.05
Liabilities and equity
Current liabilities
Short-term loans from financial                      34.09             67.68          79.80            43.04          53.00
institutions
Trade and other payables                             31.72             55.07          64.51            65.13          57.17
Current portion of financial lease                     0.22             0.34            0.29            0.47              -
payables
Accrued expense                                        2.96             4.03               -               -              -
Accrued income tax                                     0.00             9.68          16.53            15.51           9.75
Other current liabilities                              1.33             0.25            0.24            1.81           1.30
Total current liabilities                            70.31           137.05          161.37           125.96         121.21
Non-current liabilities
Financial lease payables                               0.34             0.00            0.00            0.30            0.70
Provision for long-term employee                       0.00             4.28            4.41            5.07
benefits                                                                                                                5.07
Non-current liabilities
Total non-current liabilities                          0.34             4.28            4.41            5.37            5.77

                                                                                                                       30
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)


Ngeck Seng Chiang Metal Company
Limited                                          As of Dec 31,       As of Dec 31,     As of Mar 31,     As of 31 Mar     As of Sep 30,
Statement of financial positon (Unit :               2009                2010              2011            31, 2012           2012
THB million)
Total liabilities                                         70.66            141.33              165.78          131.33           126.99
Shareholder’s equity
Registered share capital                                 10.00              10.00               10.00           10.00            10.00
Paid-up share capital                                    10.00              10.00               10.00           10.00            10.00
Retained earnings – appropriated                          1.20               1.20                1.20            1.20             1.20
Retained earnings – unappropriated                      360.89             381.25              397.07          411.44           445.86
Total shareholders’ equity                              372.09             392.45              408.27          422.64           457.06
Total liabilities and equity                            442.74             533.78              574.04          553.97           584.05


Ngeck Seng Chiang Metal Company Limited               Jan – Dec          Jan – Dec        Jan – Dec       Apr 2011 –       Mar – Sep
Statement of Income (Unit : THB million)                2009               2010             2011          Mar 2012          2012
Revenue
Sale revenue                                               670.07            879.86             271.43        1033.54           516.80
Other income                                                 0.66              7.43               1.25           3.11             3.24
Total revenues                                             670.72            887.29             272.68        1036.65           520.05
Cost of good sold                                          637.86            787.68             240.06         914.60           457.05
Selling expenses                                            14.10             15.24               3.60          16.18             8.13
Administrative expenses                                     21.58             21.58               5.98          25.72            10.14
Reversal of doubtful/bad debt reserve                       -0.37             -0.32              -0.10              -                -
Reversal of inventory reserve                              -18.71                 -                  -              -                -
Other expense                                                   -                 -                  -          10.02                -
Total expense                                              654.47            824.17             249.65         966.51           475.31
Profit before finance cost and corporate                                                                                         44.73
income tax                                                   16.25             63.12             23.04            70.14
Finance cost                                                 -1.33             -1.30             -0.37            -1.41           0.56
Profit before corporate income tax                           14.93             61.82             22.67            68.73          44.17
Corporate income tax                                          0.00            -17.67             -6.85           -24.36           9.75
Profit for the period                                        14.93             44.15             15.82            44.37          34.42

 Ngeck Seng Chiang Metal Company
                                                                                                                      Apr 2011 – Mar
 Limited                                             Jan – Dec 2009        Jan – Dec 2010       Jan – Dec 2011
                                                                                                                           2012
 Statement of Cash Flows (Unit : THB ‘000)
 Cash flow from (used in) operating activities                   72.26               (25.74)               11.71                 8.66
 Cash flow from (used in) investing activities                 (87.05)                 34.30                0.98                39.24
 Cash flow from (used in) financing activities                 (24.64)                 14.10               12.30             (107.80)
 Net increase (decrease) in cash and cash
 equivalents                                                   (39.42)                 22.66               24.99               (59.89)


Ngeck Seng Chiang Metal Company                   Jan – Dec           Jan – Dec         Jan – Dec        Apr 2011 –        Mar – Sep
Limited                                             2009                2010              2011           Mar 2012           2012
Financial Ratio
Liquidity Ratio
Current ratio (times)                                     5.68                3.58              3.29               3.73            4.11
Quick ratio (times)                                       3.71                2.28              2.29               2.51            2.78
Operating cash flow ratio (times)                         0.75               -0.25              0.31               0.06               -


                                                                                                                                  31
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)


Ngeck Seng Chiang Metal Company                   Jan – Dec          Jan – Dec          Jan – Dec      Apr 2011 –    Mar – Sep
Limited                                             2009               2010               2011         Mar 2012       2012
Financial Ratio
Account receivable turnover (times)                       4.11               4.75              4.67           3.77         3.43
Account receivable days (days)                           87.59              75.81             77.08          95.58       104.89
Inventory turnover (times)                                3.56               5.25              5.83           5.77         5.82
Inventory days (days)                                   101.24              68.63             61.79          62.41        61.87
Account payable turnover (times)                         12.76              18.15             16.06          14.11        14.95
Account payable days (days)                              28.22              19.83             22.42          25.51        24.08
Cash Cycle (days)                                       160.61             124.61            116.46         132.47       142.68
Profitability Ratio
Gross profit margin (%)                                 4.81%             10.48%             11.56%        11.51%        11.56%
Operating profit margin (%)                            -0.52%              6.29%              8.02%         7.45%         8.03%
Cash earning ratio (%)                             -2,075.90%            -46.49%             53.75%        11.24%              -
Net profit margin (%)                                   2.23%              4.98%              5.80%         4.28%         6.62%
Return on equity (%)                                    4.03%             11.55%             15.81%        10.68%        15.65%
Efficiency Ratio
Return on assets (%)                                    3.20%              9.04%             11.43%         7.87%        12.10%
Return on fixed assets (%)                             37.78%            201.19%            292.69%       208.67%       315.34%
Asset turnover (%)                                        1.44               1.82               1.97          1.84          1.83
Financial Policy Ratio
Debt to equity (times)                                    0.19               0.36               0.41          0.31          0.28
Cash interest coverage ratio (times)                    59.69             (14.58)             35.86         24.95              -
Cash basis (times)                                        0.74             (0.54)             79.25           0.17             -
Dividend payout ratio (%)                             133.98%             45.30%             63.20%        22.54%      1234.68%

   Analysis of Operating Performance and Financial Status of Ngeck Seng Chiang Metal Company Limited

   Revenue
   NSCM’s sales revenue comes from metal and non-metal trading. For the year 2009 - 2010, sales revenue amounted to
   THB 670.07 million, and 879.86 million, increased by THB 209.76 million or 31.31% due to an increase in customer
   accounts of 568 accounts or 19.75%. For the 3 month period from January 1 – March 31, 2011, sales revenue
   amounted to THB 271.43 million. Additionally, sales revenue amounted to THB 1,033.54 million, increased by THB
   153.68 million or 17.47% from the previous year due to an increase in copper’s sales volume.
   For the 6 months period ending September 31, 2012, NSCM’s total revenue was THB 520.05 million, which was fro,
   sales revenue an amount of THB 516.80 million.

   Expense
   Cost of goods sold has consisted of cost product cost, import duty, related-import expenses, and cutting, coating and
   plating wages, are mostly variable cost. For 2009-2010, cost of goods sold amounted to THB 637.86 million, THB
   787.68 million, however, cost of goods sold to sales revenue were at 95.19%, 89.52%, respectively, which this ratio
   decreased from import duty declining to 0% in some products. For the 3 month period during January 1-March 31,
   2011, cost of goods sold amounted to THB 240.06 million or 88.44% of sales revenue. For the fiscal year 2012, cost of
   goods sold amounted to THB 914.60 million or 88.49% of sales revenue.

   Selling expenses has consisted of salesman salary, freight, transportation cost, entertainment, and marketing cost. For
   2009-2010, selling expenses amounted to THB 14.10 million or 2.10% of sales revenue, THB 15.24 million or 1.73% of
   sales revenue. For the 3 month period from January 1 – March 31, 2011, selling expenses amounted to THB 3.60
   million or 1.33% of sales revenue and for fiscal year 2012, amounted to THB 16.18 million or 1.57% of sales revenue.
   Administrative expenses are expenses related to employee, building rental, vehicle rental and depreciation. In 2009-
   2010, administrative expense amounted to THB 21.58 million, which the proportions to sales revenue were at 3.22% in

                                                                                                                          32
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

2010 and at 2.45% in 2011. For the 3 month period ended March 31, 2011, administrative expenses amounted to THB
5.89 million or 2.20% of sales revenue and for fiscal year 2012 amounted to THB 25.72 million or 2.49% of sales
revenue.

In 2009, the NSCM recorded the reversal of provision for inventory devaluation transaction amounted to THB 18.71
million from reserve on inventory in 2008. To be in line with the accounting standard, inventory has been recorded as
whether book value or net value depended on which one is lower. For the fiscal year 2012, NSCM had other expenses
amounted to THB 10.02 million from the provision for doubtful debt and obsolete goods.

For the period of 2010, for 3 month period from January 1 – March 31, 2011, and for fiscal year 2012, corporate
income tax amounted to THB 17.67 million, THB 6.85 million, and THB 24.36 million. For the year 2009, there was none
of corporate income tax due to loss carried forward from 2008.

For the 6 month period ending September 31, 2012, total expenses for NSCM amounted to THB 475.31 million, which
comprises cost of goods sold an amount of THB 457.05 million or 88.44% of sales revenue. NSCM’s selling expenses for
the period was THB 8.13 million or 1.96% of sales revenue and administrative expenses was THB 8.13 million or 1.96%
of sales revenue.

Net profit
For the year 2009-2010, net profit amounted to THB 14.93 million and THB 44.15 million, an increase of THB 29.22
million or 195.75% from 2010 due to an increase in sales revenue. For the 3 month period from January 1 – March 31,
2011, net profit amounted to THB 15.82 million and for fiscal year 2012, amounted to THB 44.37 million which
increased by THB 0.22 million or 0.50% from same period of previous year. For the period ending September 31, 2012,
NSCM net profit was THB 34.42 million.

For the year 2009-2010, the 3 month period from January 1 – March 31, 2011, fiscal year 2012 and 6 months period
from April 1 – September 31, net profit margin were at 2.23%, 4.93%, 5.80%, 4.28% and 6.62%, respectively. In 2009-
2010 and the 3 month period during January 1 – March 31, 2011, the increasing tendency of net profit ratio was from
an increase in expenses, such as cost of goods sold, selling and administrative expenses lower than an increasing in
revenues contributed to the internal budget control policy.

Assets
The nature of business of NSCM is import and trading of metal and various types of non-metal, then trade account
receivables and inventory were the main company’s assets.

As at December 31, 2009-2010 and March 31, 2011-2012, account receivables – trades and others amounted to THB
148.39 million, THB 212.82 million, THB 243.99 million and THB 290.21 million, respectively. Account receivables and
other receivables increased by THB 64.43 million or 43.42% from 2010, increased by THB 31.17 million or 14.64% from
the end of 2010, and increased by THB 46.22 million or 18.94% from 2011, respectively. The increasing tendency was
from an increase in sales volume. In addition, as at December 31, 2009-2010 and March 31, 2011-2012, NSCM had
inventories amounted to THB 129.97 million, THB 175.71 million, THB 161.87 million, and THB 154.21 million,
respectively.

As at December 31, 2009-2010 and March 31, 2011-2012, non-current assets amounted to THB 43.55 million, THB
43.55 million, THB 42.94 million and THB 84.15 million, respectively. In fiscal year 2012, non-current assets increased
by THB 41.21 million or 95.96% from fixed deposit with obligation transaction amounted to THB 41.10 million which
was the collateral of bank overdraft from financial institution.

As at December 31, 2009-2010 and March 31, 2011-2012, total assets amounted to THB 442.74 million, THB 533.78
million, THB 574.04 million and THB 553.97 million, respectively. Total assets increased by THB 91.04 million or 20.56%
during 2010, mostly from an increase in account receivables – trades and others and inventories. During the 3 month
periods from January 1 – March 31, 2011, total assets increased by THB 40.26 million or 7.54% mainly from an increase


                                                                                                                    33
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

in cash, cash equivalent and account receivables – trades and others. In addition during fiscal year 2012, total assets
decreased by THB 20.07 million or 3.50% mainly from a decrease of cash, cash equivalent and short term investment
to pay short-term loan from financial institution.

As at September 31, 2012, NSCM’s total assets were THB 584.05 million, comprising mostly of current assets,
specifically inventories of THB 161.89 million and account receivables and other receivables of THB 279.35 million.

Liabilities
As at December 31, 2009-2010 and March 31, 2011-2012, total liabilities amounted to THB 70.66 million, THB 141.33
million, THB 165.78 million and THB 131.33 million, respectively. Total liabilities increased by THB 66.74 million or
94.93% during 2010, increased by THB 24.31 million or 17.74% during 3 month period from January 1 – March 31,
2011, and decreased by THB 35.40 million or 21.94% during fiscal year 2012. The main liabilities were short-term loans
from financial institutions and trade and other payables as the below details.

As at December 31, 2009-2010 and March 31, 2011-2012, total liabilities amounted to THB 34.09 million, THB 67.68
million, THB 79.80 million and THB 43.30 million, respectively. Short-term loan increased by THB 33.58 million or
98.51% during 2010 from increasing in imported goods, increased by 12.31 million or 17.49% during 3 month period,
January 1 – March 31, 2011, decreased by THB 36.76 million or 46.06% during fiscal year 2012 as cash, cash
equivalents and short-term investments were paid short-term loan prior the maturity date for interest saving.
As at December 31, 2009-2010 and March 31, 2011-2012, trade and other payables amounted to THB 31.72 million,
55.07 million, THB 64.51 million, THB 65.31 million, respectively. Trade and other payables increased by THB 23.35
million or 73.62% from 2009, by 9.44 million or 17.15% from 2010, and by THB 0.62 million or 0.97% from 2011,
respectively from an increasing in purchase order of inventory.

As at September 31, 2012, NSCM total liabilities were 126.99 million, comprising mainly of current liabilities,
specifically short-term loan from financial institutions of THB 53.00 million and trade and account payables of 57.17
million.

Shareholder’s equity
As at December 31, 2009-2010 and March 31, 2011-2012, total equity amounted to THB 372.09 million, THB 392.45
million, THB 408.27 million and THB 422.64 million, respectively. Total equity increased by 5.47%, 4.03%, and 3.52%
from the previous year, respectively. NSCM had paid up and registered capital amounted to THB 10 million. Retained
earnings amounted to THB 362.09 million, THB 382.45 million, THB 398.27 million and THB 412.64 million, respectively.
Retained earnings increased by THB 20.36 or 5.62%, THB 15.82 million or 4.14%, and THB 14.37 million or 3.61%,
respectively. The increasing tendency caused by an increase in retained earnings from operating profits.

As at September 31, 2012, NSCM total equity amounted to THB 457.06 million, comprising of THB 10.00 million of
paid-up capital and THB 447.06 million retained earnings.

Liquidity
For 2009-2010, NSCM had net cash flow from operating activities amounted to THB 72.26 million, and net cash flow
used in operating activities amounted to THB 25.74 million, respectively, which decreased by THB 98.01 million or
135.62% from the previous year due to an increase in account receivable and inventory. For 3 month period, January 1
– March 31, 2011, net cash from operating activities amounted to 11.71 and THB 8.66 million in the fiscal year 2012.
For 2009-2010, NSCM had net cash flow used in investing activities amounted to THB 87.05 million, and from investing
activities amounted to THB 34.30 million, respectively, which increased by THB 121.35 million or 139.40% from the
previous year mainly due to disposal of investment. For 3 month period, January 1 – March 31, 2011, and fiscal year
2012, net cash from investing activities amounted to THB 0.98 million and THB 39.24 million, respectively from
disposal of short-term investment, mutual funds.

For 2009-2010, NSCM had net cash flow used in financing activities amounted to THB 24.64 million, and from investing
activities amounted to THB 14.10 million, respectively, which increased by THB 38.73 million or 157.22% from the


                                                                                                                    34
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

previous year as a result of an increase in short-term loans from financial institution. For 3 month period, January 1 –
March 31, 2011, net cash from financing activities amounted to THB 12.30 million. Additionally for fiscal year 2012, net
cash flow used in financing activities amounted to 107.80 million, decreased by THB 121.89 million or 864.66% from
the same period last year due to an increase in fix deposit with obligation, a decrease in short term loan and an
increase in dividend payment. This was due to the increase of restricted deposit by THB 41.10 million, the decrease of
short-term loan by THB 24.64 million and the payment of dividend by THB 10.00 million.

As at December 31, 2009 – 2010, March 31, 2011-2012 and September 31, 2012, NSCM had liquidity ratios at 5.68%,
5.58%, 3.29%, 3.73% and 4.11, respectively. This ratio showed that NSCM was able to pay total amount of short-term
liabilities by current assets. The decreasing tendency during 2009 to March 31, 2011 was from a decrease of short-
term loan from financial institution.

Capital structure
December 31, 2009-2010, March 31, 2011-2012, and September 31, 2012 D/E ratio were at 0.19%, 0.36%, 0.41%,
0.31% and 0.28% respectively, which showed that NSCM had low level of liabilities as well as none of long-term
liabilities.

       e)   Industry Overview

            1) Copper Industry

                 World Market
                 According to preliminary data from the International Copper Study Group (ICSG), in the first seven
                 months of 2012, the world refined copper usage was at 11,971,000 metric tons, grew by 6.2%
                 compared with that in the same period of 2011 due mainly to a growth of 25% in China’s apparent
                 usage. China’s apparent usage growth reflects a year-on-year 70% increase in net imports of refined
                 copper. On a regional basis, usage remained practically unchanged in the Americas and in Asia ex-
                 China, and declined by 10% in Europe, 10.5% in Oceania, and 10% in Africa. The average LME cash price
                 for September 2012 was US$8,068.38 per ton, up from the August average of US$7,492.45 per ton. In
                 addition, ICSG expects world apparent refined usage in 2012 to grow by 2.6% from that in 2011 to 20.4
                 million metric tons, and will rise up to 20.7 million metric tons in 2013. The future refined copper usage
                 is limited by 3 main factors: China usage decrease, replacement by Aluminium, and constraints of the
                 Copper mine.

                Table 17: The World Copper Production and Usage of 2011 – 2012 and trend in 2013
                                                                     2011         2012
            (Unit: thousand metric tons)                 2011                                2012*                2013*
                                                                         Jan – Jun
World Mine Product                                      16,019       9,109        9,339     16,479                17,533
World Refinery Product                                  19,651      11,198       11,448     19,950                21,140
World Refined Usage                                     19,865      11,271       11,971     20,376                20,682
Remark *Estimated figure
Source : ICSG

                 In the first seven months of 2012, world mine production was at 9,339,000 metric tons, increased by
                 2.5% compared with production in the same period of 2011. On a regional basis, production rose by 2%
                 in Africa, 1% in Asia, 3% in Europe and 4% in the Americas, but declined by 3% in Oceania. ICSG expects
                 mine production of year 2012 will be at 16.5 million metric tons and increase to 17.5 million metric
                 tons in 2013 mainly due to the restoration of production at existing operations and from new projects
                 staring in 2013.

                 World refined production increased by 2.2% to 11,448,000 metric tons in the first seven months of
                 2012 compared with refined production in the same period of 2011 while the average world mine
                 capacity utilization rate remained practically unchanged at around 77.5%. World refined copper

                                                                                                                        35
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                 production in 2012 is projected by ICSG to increase to reach 20 million metric tons and expected to
                 grow to 21.2 million metric tons in 2013.

                 Thailand’s Copper Industry
                 Structure of Thailand’s Copper industry can be classified into 3 production types as follows:
                  Primary production is to smelting copper ore into copper bar. Thai copper Co.ltd., established on
                    1994, is the only manufacture in Thailand. However, it has not started the production until now.
                  Intermediated production is bringing copper cathodes to process into needed figures such as Billet
                    which can be processed further into smaller size of tube, rod and bar. Slap can be processed further
                    into plate, sheet, strip, foil. This type of manufacturers normally continues to produce to the Final
                    production.
                  Final production consists of 4 types of product namely 1) Copper Tube 2) Copper Wire and Cable 3)
                    Copper Sheet and Foil and 4) Copper Wire and Bar. Such copper products are brought to produce
                    finished goods in continuous industry such as Telecommunication, Automotive and parts, Electrical
                    Appliances, Air conditioners and refrigerators, Buildings and Constructions.

                 Refined Coppers production in 2011 declined by 10% from previous year as a result of earthquake and
                 Tsunami in Japan which key industries such as Automotive, Electrical Appliances and Electronics who
                 have to wait for parts from head offices in Japan have to slow down their production process. Due to
                 impacts of flood at the end of the year, Copper manufacturers and some continuous industries using
                 Copper as part of their productions were unable to run their production line.

                 Imports and Exports situation in 2011, Thai manufacturers had imported raw materials such as Copper
                 matt, copper anode, Unwrought, and Instant Copper Products for an amount of 352,109 metric tons, a
                 decrease of 41.46% compared to the same period of last year. While exporting amount of Copper was
                 at 160,346 metric tons, a decrease of 15.17% compared to the same period of last year.

                 For the first six months of 2012, the domestic Copper industry continues to slow down as a result of
                 post-flood recovery period where the manufacturers of Copper and other continuous industries using
                 Copper still need to fix their machines and factories. However, the industry is expected to improve in
                 the second half of 2012 due to the normal production of clients in Automotive, Electric Appliances and
                 Electronics industries are expected to resume. Copper price is still fluctuating due to global demand
                 and supply changes, an exchange rate, and investor speculation at a certain period. Nonetheless,
                 nowadays Copper has been replaced by Aluminium in various industries such as Electrical Appliances,
                 Air-conditions, and Automotive in order to reduce raw material cost which price of Copper has
                 continued to increase during the last 2 years from USD 5,133.8 per ton in 2009 to USD 7,539.9 per ton
                 in 2010 and reached USD 8,823.9 per ton in 2011.

                                       Diagram 4: The price of Copper of 2008 – 2012

                                 USD/ Ton




                        Source : Bangkok Bank Research Center


                                                                                                                      36
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

            2) Aluminum Industry

                 World Market
                 Aluminium is the second most commonly used metal after steel due to its key properties such as
                 strength, durability, light weight, stretchy, firmness, corrosion resistance, and recyclability which make
                 Aluminium suitable for general usage. According to a data from the International Aluminium Institute,
                 the global production capacity of Aluminium in 2011 (exclude China, North Korea, Azerbaijan, and Iran)
                 was at 27,615,000 metric tons and expected to increase to 28,401,000 metric tons and 29,793,000
                 metric tons in 2012 and 2013 respectively.

                           Table 18: The global production capacity of Aluminium of 2011 – 2013
                                   Region
                                                                      2011             2012*                   2013*
                        (Unit: thousand metric tons)
                Africa                                                2,012            2,003                    2,006
                North America                                         5,852            5,853                    5,912
                South America                                         2,991            3,291                    3,344
                Eastern Asia and South Asia (Excluding China,                  2,670              3,045         3,165
                North Korea, Azərbaycan and Aran)
                Western Europe                                                4,347               4,454        4,553
                Central and Eastern Europe                                    4,114               4,083        4,359
                Australia and New Zealand                                     2,367               2,394        2,415
                Gulf Cooperation Council                                      3,262               3,278        4,039
                                     Total                                    27,615              28,401       29,793
               Remark *Estimated figure
               Source : International Aluminium Institute

                 China is the world's largest consumer of aluminum, representing about one-third of global production.
                 The consumption of Aluminium is expected to grow, although at a lower rate. In 2011, the price of
                 Aluminuim decreased since August 2011 due mainly to a drop in oil price, global economic uncertainty,
                 and Euro debt crisis. While the Aluminium price for the 9 months period of 2012 fluctuated according
                 to global demand and supply, world economy, investor speculation and US dollar exchange rate at a
                 certain period. The Aluminium price for the 9 months period of 2012 was at USD 2,025.5 per ton, lower
                 than an average price in the same period of 2002 to 2011 of USD 2,049.6 per ton.

                        Diagram 5: the price of Aluminium of 2009 – 2011 and 9 months of 2012

                              USD/Ton




                          Source : Bangkok Bank Research Center


                                                                                                                        37
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                 Thailand’s Aluminum Industry
                 In 2011, the production and delivery of Aluminuim in the country was affected by flood where
                 manufacturers were unable to perform full production whereas clients in the industries such as
                 Automotive, Construction, Electrical Appliances and Packaging were also having halting production, as
                 a result, the purchasing order of Aluminium went down. In addition, domestic manufactures faced with
                 price competition for Aluminium imported from China which its price is lower due to China’s
                 advantages of having Bauxite mine used in a production of Aluminium, economy of scale, and the
                 government support on energy cost.

                 Imports and Exports situation in 2011, Thai manufacturers imported Aluminium for an amount of
                 773,460,000 metric tons or equals to THB 96.67 million, an increase of 12.07 % compared to the same
                 period of last year. The most imported items of raw material and products are ranking from
                 Unwrought, Scrap, Plates Sheets & Strip, and Foil respectively. While exporting amount of Aluminium
                 was at 275,770,000 metric tons or equals to THB 39.83 million. The most exported items are ranking
                 from Unwrought, Scrap, and Plates Sheets & Strip respectively.

                 In this regards, the overall Aluminium industry in 2012 is expected to improve once the continuous
                 industry resume its normal production. The industry is influenced by global economic expansion which
                 will result in the expansion of the country economy and also Aluminuim industry.

            3) Stainless Steel Industry

                 Details of Stainless Steel Industry appears in Section 1 Clause 1.7 of this report

2.2 Reasonableness of the transaction

2.2.1 Objective and benefit of the transaction

The Company purposes to invest in NSCM by acquiring NSCM’s common shares from its existing shareholders. The
Board of Director’s Meeting of the Company No.6/2012 held on November 28, 2012 passed the resolution to acquire
100% of NSCM’s common shares at THB 107.37 per share, or total consideration of not greater than THB 246.96
million.

Upon the completion of the transaction, NSCM will be a subsidiary of the Company. In the recent years, NSCM
demonstrated a continuous growth in revenues and earnings, especially during the past 3 years (for the accounting
period 2010 – 2012 and for the 6 months of 2013, NSCM recorded total revenues of THB 670.72 million, THB 887.29
million, THB 1,036.65 million and THB 520.05 million, respectively, and earned net profit of THB 14.93 million, THB
44.15 million, THB 44.37 million and THB 520.05 million). Hence, this is an opportunity for the Company to earn good
return from investment in NSCM by consolidating NSCM’s sales and earnings in its consolidated financial statement.

The Company could create synergy from business collaboration. For instance, the exchange of customers database
which expand opportunity for penetrating new customer group of each other, the utilization of human resources and
inventory management system which could reduce operating expenses, and also increase profitability, of both entities.
Furthermore, the Company could benefit from revenues diversification by incorporating metal and non-metal, i.e.
brass, copper, trading and distributing business of NSCM, and, therefore, mitigate risk from relying on revenues from
production and distribution of stainless steel, which is currently the Company’s core business.




                                                                                                                   38
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

2.2.2 Advantages and disadvantages of entering and not entering into the Transaction

    Advantages and disadvantages of entering into the transaction

Advantages of entering into the transaction
1) Potential investment with decent performance
    Upon the completion of the transaction, NSCM will be a subsidiary, 100% own by the Company. Therefore, the
    Company has to prepare the consolidated financial statement in order to take into account operating
    performance of NSCM into the Company’s. For the recent years, NSCM’s performance had continuously
    increased; recorded net profit of THB 14.93 million, THB 44.15 million and THB 44.37 million in account period
    2010 – 2012, respectively. While net profit of 6 month period of 2013 (April 1 – September 30, 2012) was
    recorded at THB 34.42 million. This transaction, hence, provides opportunity to invest in and earn decent
    performance from potential business, which eventually supports the Company’s growth in the future.

2)   Diversification of the Company revenues
     For accounting period 2010 – 2012 (ended March 31), the Company core revenues from sales of stainless
     products were THB 1,741.81 million, THB 2,096.68 million and THB 1,933.49 million, respectively, accounted to
     88.40%, 86.82% and 84.51% of revenues from sales and services each year. On the other hand, NSCM’s core
     revenues were from sales of copper products, accounted for THB 596.01 million or 57.67% of revenues from sales
     in accounting period 2012. This was followed by revenues from sales of aluminum and stainless for THB 168.96
     million and THB 153.18 million, or 16.35% and 14.82% of revenues from sales, respectively. Accordingly, the
     investment in NSCM will diversify sources of revenues from selling of variety metal and non-metal products and,
     hence, mitigate risk of the Company.

3)   Synergy from business collaboration in the future
     The Company and NSCM can collaborate with each other to support operation in business and also enhance their
     capability. For example, since the customer group of the Company and NSCM are different, the exchange of
     customers’ database could provide opportunity to both parties to increase sale volume of their products by
     penetrating to customers’ base of one another. In addition, the Company’s management plans to implement
     inventory management system in NSCM in order to increase efficiency in inventory management, and eventually
     increase return on assets and margin in the future.

4)   Non-cash transaction
     The Company will increase its capital by issuing common shares to 4 of the Sellers as a payment for NSCM’s
     common shares. Hence, the Company still maintains working capital and liquidity to support normal business
     operation.

Disadvantages of entering into the transaction
1) Increase liabilities from debt financing to support working capital
     After dividend payment of THB 435.00 million to and capital increase of THB 220.00 million by the existing
     shareholders, NSCM will engage in debt financing from financial institution by approximately THB 215.00 million
     in order to compensate for decrease in capital due to dividend payment. The debt financing will result in higher
     interest-bearing debt from THB 53.00 million as at September 30, 2012 to approximately THB 268.00 million. The
     management of NSCM informs that NSCM is currently negotiating on the financing conditions with the financial
     institution. The source of loan repayment will be from operating cash flow in the future. Accordingly, the
     Company will incur greater liabilities and interest expenses after the transaction is completed since it has to
     consolidate financial status of NSCM to its financial statement.




                                                                                                                  39
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                            Table 19: Financial Position of the Company Pre and Post Capitalization
                                         Financial Position of
                                                                     Capitalization    Financial Position of NSCM
                                        NSCM as of September
                                                                        Process        Post Capitalization Process
                                                30, 2012
       Total assets                                      584,047                    -                      584,047
       Total liabilities                                 126,986           +215,000                        341,986
       Total shareholders’ equity                        457,061            -215,000                       242,061
         Paid-up capital                                   10,000          +220,000                        230,000
         Retained earnings                               447,061            -435,000                         12,061
       Debt to equity ratio                                   0.28                                             1.41

2)     Effect to the Company shareholders from capital increase as payment for NSCM common shares
       The Company will make a payment for NSCM’s common shares by issuing capital increase shares of not greater
       than 63.00 million shares at THB 3.92 each, representing total consideration of not greater than THB 246.96
       million. Once the transaction is accomplished, the Company’s common shares will increase from 320.00 million
       shares to not greater than 383.00 million shares at par value of THB 1 each.

       The capital increase, therefore, will result in control dilution and earnings dilution to the existing shareholders of
       the Company. Details are as follow:

       1. Control Dilution            = Number of new shares to be issued / (current paid-up shares + number of new
                                        shares to be issued)
                                      = 63.00 / (320.00 + 63.00)
                                      = 16.45%
       2. Earnings Dilution           = (EPS pre-capital increase – EPS post-capital increase) / EPS pre-capital increase
                                      = (0.20 – 0.17) / 0.20
                                      = 16.45%
       where by
       EPS pre-capital increase       = The Company’s net profit for 6 months ended September 30, 2012* / current
                                        paid-up shares
                                      = 64.16 / 320.00
                                      = THB 0.20 per share
       EPS post-capital increase      = The Company’s net profit for 6 months ended September 30, 2012*/ (Current
                                        paid-up shares + number of new shares to be issued)
                                      = 64.16 / (320.00 + 63.00)
                                      = THB 0.17 per share
     Remark: Unit: million shares and THB million.
              * The IFA calculates Earnings Dilution based on net profit attributable to the Company for 6 month period of
               accounting year 2013 (1 April – 30 September 2012) at THB 64.16 million. Nonetheless, the operating performance
               of the Company may be different after the acquisition of NSCM.

       However the current shareholder of the Company will not be affected by price dilution from this transaction due
       to the fact that the offering price of the newly issued share (THB 3.92 each) is higher than the market price (the
       Company’s share price trading on the SET for 15 consecutive trading days prior to 28 November 2012 which is the
       date that Board of Directors has a resolution to propose the agenda in relation to the issuance of newly issued
       ordinary shares (7 November to 27 November 2012, equal to THB 3.41 per share). In addition, NSCM’s
       shareholders also agree to enter in the silent period commitment for the company’s share that they received
       from this transaction. This agreement will last for 1 year, however, after the first 6 months, they will be able to
       sell some of their shares in the Company but the total amount must not exceed 15,750,000 shares.




                                                                                                                            40
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

3)   Increase in controlling power of the major shareholders
     Upon completion of the transaction, shareholding stake of Akarapongpisak group in the Company will increase
     from 60.13% (as at November 29, 2012) to 66.70%. Akarapongpisak group will definitely has greater voting right
     in the shareholders meeting, while shareholding stake of the others decrease. Details are demonstrated in the
     following table:

              Table 20: Shareholding Structure of Akarapongpisak Group before and after the Transaction
                                    Shareholding before the Transaction             Shareholding
         Name of shareholders             (as of November 29, 2012)             after the Transaction
                                     Number of Shares       % of Total     Number of Shares       % of Total
     Mr. Kasem Akarapongpisak                93,282,180           29.15            93,282,180         24.36
     Mr. Prasarn Akarapongpisak              44,046,300           13.76            44,046,300         11.50
     Mr.Prasert Akarapongpisak               36,284,300           11.34            52,034,300         13.59
     Mr. Vittawat Akarapongpisak             12,811,500             4.00           28,561,500           7.46
     Ms. Vasana Akarapongpisak                6,000,020             1.88           21,750,020           5.68
     Mr. Pongthep Akarapongpisak                      0             0.00           15,750,000           4.11
        Akarapongpisak Group                192,424,300           60.13           255,424,300          66.70

Risks associated with the transaction
1) NSCM inventory value as of the share transferring date is less than that perceived from inventory counting
     NSCM will assign Deloitte Touche Tohmastu Jaiyos Advisory Co., Ltd to perform inventory counting and prepare
     financial statement as at the share transferring date. In case, on the share transferring date, the inventory value
     in the financial statement is less than that counted by Deloitte Touche Tohmastu Jaiyos Advisory Co., Ltd, the
     Sellers, be jointly liable as principle debtor, agree to compensate for the reduction in inventory value to the
     Company and/or NSCM. The Sellers, altogether and/or each of them, agree to pledge cash to the amount of THB
     5.00 million for the period of 60 days commencing from the shares transferring date in order to guarantee for the
     compensation.

2)   The conditions precedent cannot be fulfilled
     In case NSCM’s existing shareholders cannot accomplish the capital increase of NSCM to THB 230.00 million, the
     condition precedent of the transaction will not be satisfied and the Company will be incurring transaction costs
     without any benefits returned.

3)   Operating performance of NSCM is not as expected after the Transaction
     In case business collaboration cannot create synergy between the Company and NSCM as expected, the payback
     period of this investment might be longer than expected. The Company, hence, could be exposed to risk from
     belated investment return.

      Advantages and disadvantages of not entering into the Transaction

Advantages of not entering into the Transaction
1) The Company will not incur incremental liabilities and interest expenses resulting from taking into account NSCM
   into consolidated financial statement. The liabilities to be taken into account are existing liabilities by
   approximately THB 53.00 million using to support normal business operation and liabilities and interest resulting
   from debt financing to compensate for decreasing in working capital due to dividend payment of approximately
   THB 215.00 million, which will be paid prior to the transaction.

2) The existing shareholders of the Company will not be affected from control dilution and earnings dilution as a result
   of capital increase to make the payment to NSCM’s shareholders.

3) The Company will not be exposed to the risk if operating performance of NSCM is not as expected, which might
   eventually affect operating performance of the Company in the future.

                                                                                                                     41
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

Disadvantages of not entering into the Transaction
1) The Company could lose opportunity to expand business scale on assets, revenues and earnings, by consolidating
   operating results and financial status of NSCM with the Company’s. In case business collaboration could create
   synergy to the Company NSCM as expected, the profitability, return on assets and return on equity will increase as
   well.

2) The Company could lose opportunity to diversify its revenues to other product lines, such as copper and
   aluminum, which NSCM is efficient in supplying and trading. This could mitigate business risk of the Company from
   primarily relying on revenues from stainless products.

2.2.3 Advantages and disadvantages between entering into the Transaction with connected persons and third
      parties

Advantages of entering into the Transaction with connected persons
As the management of NSCM (Mr. Prasert Akarapongpisak) is a younger brother of Mr. Prasarn Akarapongpisak, a
director and managing director of the Company, the close relationship between these managements and the condition
that requires Mr. Prasert Akarapongpisak to continue holding management position in NSCM for at least 3 years will
generate the smooth operation after the transaction is completed.

Disadvantages of entering into the Transaction with connected persons
None

Advantages and disadvantages of entering into the Transaction with third parties
Based on interview with the management, even though the Company had considered opportunities to invest in
potential businesses irrelevant to its connected party (the negotiation, however, was fail since the offering price and
conditions were not acceptable), the IFA views that it cannot precisely compare advantages and disadvantages of this
transaction and the formers, as well as any transaction to be occurred, since there are variety in types of business,
scale and assets size.

2.3    Fairness of the transaction price and condition

2.3.1 Fairness of NSCM’s Share Price

To evaluate the appropriateness of the prices for this Transaction, the IFA has conducted the financial valuation of
NSCM common shares by applying 4 financial valuation methodologies as follows:
        1) Book Value Approach
        2) Adjusted Book Value Approach
        3) Market Comparable Approach
              Price to Book Value Ratio Approach
              Price to Earnings Ratio Approach
        4) Discounted Cash Flow Approach

Details of each share valuation approach are shown as follows:

1)     Book Value Approach

The Book Value Approach evaluates the value of shareholders’ equity at a certain point of time as shown in the
financial statement. In this case, the IFA used NSCM’s internal financial statement for the 6 month period ended
September 30, 2012 as audited financial statements of NSCM for the most recent quarter were not prepared. (NSCM’s
present auditor, Grand Audit Co., Ltd, is not a SEC-approved auditor.) NSCM is under-going recapitalization as a
precedent condition of this Transaction. Consequently, in order to reflect NSCM shareholder’s equity entering into the
Transaction, the IFA adjusted the book value from the internal financial statement with these following items:


                                                                                                                    42
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)



    a) Interim dividend
       With reference to the resolution of NSCM shareholders meeting No.1/2012 on July 19, 2012, shareholders
       approved the dividend to be paid to shareholders whose names appear on the register’s book on March 31,
       2012 at THB 100 per share totaling to THB 10.00 million. Also, with reference to the resolution of NSCM
       shareholders meeting No.2/2012 on November 12, 2012, shareholders approved the dividend of THB
       4,250.00 per share, a total of THB 425.00 million, to be paid to shareholders whose names appear on the
       register’s book on January, 2013. Accordingly, total amount of dividend to be paid before the Transaction is
       THB 435.00 million.

    b) Shares offered to existing shareholder of NSCM proportional to their holdings
       The condition precedent requires NSCM’s existing shareholders to contribute a minimum THB 220.00 million
       of equity to NSCM, which will be achieved by newly issued shares offered to the shareholders proportional to
       their holdings. After recapitalization, issued and paid-up capital will be THB 230.00 million, comprises 2.30
       million shares at par of THB 100.00 from present THB 10.00 million.

         After the THB 435.00 million dividend payout and THB 220.00 million equity increase by existing shareholders,
         NSCM liabilities is expected to increase by THB 215.00 million from loan taken as working capital of NSCM to
         compensate for the reduced capital as a result of the dividend payout. Details of the adjusted book value
         approach before and after the recapitalization are as follows:

                                  Table 21: Book Value of NSCM as of September 30, 2012
                                                                                                       Amount
                                                     Items
                                                                                                      (THB ‘000)
    Issued and Paid-up Capital                                                                             10,000
    Add retained (loss) earnings                                                                          447,061
    Total equity as of September 30, 2012                                                                 457,061
    Number of issued and paid-up shares (‘000) – par value at THB 100 each                                    100
    Book value per share before recapitalization (THB)                                                   4,570.61

                       Table 22: Book Value of Shareholders’ Equity of NSCM after recapitalization
                                   (Estimated period of December 2012- January 2013)
                                                                                                       Amount
                                                     Items
                                                                                                      (THB’000)
    Total equity as at September 30, 2012                                                                  457,061
    Less: dividend paid to existing shareholders                                                         (435,000)
    Add: capital increase in accordance with the precedent condition                                       220,000
    NSCM’s equity after recapitalization                                                                   242,061
    Number of issued and paid-up shares (‘000) – par value at THB 100 each                                   2,300
    Book value per share after recapitalization (THB)                                                       105.24

Based on the above Table, The fair value of NSCM share is THB 105.24 per share, which is lower than the swap price
at THB 107.37 per share by 1.98%. However, the IFA views that Book Value Approach takes into consideration only the
book value of shareholders’ equity at a certain point in time, without taken into consideration of the future operating
performance as well as any occurrences that might arise subsequent to the date of the financial statement. Therefore,
the IFA views that Book Value Approach is inappropriate for the valuation of NSCM’s share.




                                                                                                                     43
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

2)     Adjusted Book Value Approach

Adjusted Book Value Approach evaluates the fair value of NSCM by using the book value of equity as appeared in the
internal financial statements for the 6 month period ended September 30, 2012. Then, adjusting with items or events
that may occur after the date on the financial statements, increase (decrease) of certain reappraised assets and
accounting adjustments made to align NSCM’s accounting policies with the Company’s.

     a) Value of assets increase (decrease)
        The IFA has considered the assets appraisal reports by American Appraisal Company Limited Thailand (“AA”)
        and Brooke Real Estate Company Limited (“BROOKE”), both of which are appraisers approved by the Thai
        Valuers Association (“TVA”) and the Valuers’ Association of Thailand (“VAT”). Both reports, intended for public
        use, are summarized below:

                                  Table 23: Increase (decrease) of value from asset appraisal
                                 Book value as at        Value by independent
            Assets             September 30, 2012         appraisers* (THB’000)            Valuation Approach
                                    (THB’000)              AA            BROOKE
 1. Unused land                       16,207             12,400           14,000       Market comparison approach
                                                       (appraised       (appraised
                                                        on Sep 6,       on Oct 29,
                                                          2012)            2012)
 2. Land with two-storey              11,301             11,200           21,000         AA employed the market
    building                                           (appraised       (appraised    comparison approach/ BROOKE
                                                        on Sep 6,       on Oct 26,         employed the market
                                                          2012)            2012)         comparison approach for
                                                                                      valuating land and replacement
                                                                                        cost approach for valuating
                                                                                                  buildings
 3. One unit of office space           5,130             19,400           23,400       Market comparison approach
                                                       (appraised       (appraised
                                                        on Sep 7,       on Oct 26,
                                                          2012)            2012)
    Total value (rounded)                    32,638         43,000           58,400
        Increase (decrease) from book value                 10,363           25,763
 Remarks * Details of the asset appraisal appears in the Appendix 1

         The IFA refers to both appraisers regarding the appraised value to evaluate the range of NSCM’s reappraised
         assets price, which equals to THB 43.00 – 58.40 million as presented above, representing an increase of THB
         10.36 – 25.76 million from the book value.

         IFA’s observation on the asset appraisal by the independent appraisers
              The IFA evaluated the both appraisal reports and observed that both AA and BROOKE appraised the
                  unused land (item no.1) and the one unit of office space (item no.3) with the same approach
                  specifically the market comparison approach. The IFA regards the approach appropriate for
                  appraising real estate which has offering price during the same period of time, as it reports current
                  price and reflects asset value most in accord with current conditions of the assets. Nevertheless, the
                  appraised values from AA and BROOKE differ due to different market information selected as basis of
                  comparison and price adjustments.
              For the appraisal of the land with two-storey building (item no. 2), AA employed the market
                  comparison approach, while BROOKE employed such approach only for the land and employed the
                  replacement cost approach less depreciation for buliding located on the land. The replacement cost



                                                                                                                     44
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                   approach considers the asset value in continuous use, which agrees with NSCM’s present utilization
                   of the asset as space to prepare and transfer goods.

      b) Accounting policy adjustments applied to align NSCM’s policy with Company’s
         From examining NSCM’s internal financial statements, the Company founded that it may have to adjust some
         of NSCM’s accounting to be aligned with accounting policy of NSCM with that of the Company, for instance,
         reserve on bad debts, reserve on inventory, reserve on accrual and employee benefit. The accounting
         adjustments for internal financial statements of NSCM as of September 30, 2012 totals to THB 13.24 million
         adjustment on book value.

The calculations details for NSCM shares according to the adjusted book value are as follows:

                 Table 24: Adjusted Book Value of NSCM as of September 30, 2012 after recapitalization

                                  Equity as at September 30, 2012                                        Amount (THB’000)

     NSCM shareholder’s equity after recapitalization                                                               242,061
     Add: increase from both asset appraisals                                                               10,363 – 25,763
     Less: accounting adjustments*                                                                                  (13,240)
     NSCM shareholder’s equity after adjustments                                                          239,184 – 254,584
     Number of issued and paid-up shares (‘000) – par value at THB 100 each                                            2,300
     Adjusted book value per share after recapitalization (THB)                                             103.99 – 110.69
 Remarks* Reference to the information memorandum of the Company

Based on the above Table, fair value of NSCM share price based on Adjusted Book Value Approach is THB 103.99 –
110.69 per share, which is 3.15% lower and 3.09% higher than the swap price at THB 107.37 per share. However,
similar to the constraint of the Book Value Approach, this valuation approach does not take into consideration the
future operating performance of NSCM. Therefore, the IFA views that Adjusted Book Value Approach is inappropriate
for the valuation of NSCM’s share.

3)      Market Comparable Approach

The Market Comparable Approach determines the fair value of NSCM’s share by using market ratios of comparable
listed companies that operate similar business to NSCM with the underlying assumption that financial ratios such as
Price to Earnings Ratio (“PER”) and Price to Book Value Ratio (“P/BV”) of companies within the same industry should
possess comparable characteristics. In order to reflect NSCM’s business and capital structure, the IFA selected listed
companies, which are distributors of metals and non-metals without being a manufacturer or a processor. Details of
the two reference companies are presented in the following Table.

                                  Table 25: Listed Comparable Companies of NSCM
                No.                            Companies                                            Symbol
                 1      Max Metal Corporation PLC                                                    MAX
                 2      Porn Prom Metal PLC                                                          PPM
              Remark: MAX procures and sells iron products such as iron wire, iron sheet, iron tube, while PPM sells
                      metal products such as brass, copper, stainless and aluminium.

Under Market Comparable Approach, the IFA uses the method of Price to Earnings Ratio Approach and Price to Book
Ratio Approach in order to evaluate the fair price of NSCM share. Further details of the valuations are presented as
follows:




                                                                                                                               45
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

a) Price to Earnings Ratio Approach

Based on the Price to Earnings Ratio Approach, the IFA has determined the cut-off date for the calculation of average
historical price to earnings ratio (“PER”) to be on November 27, 2012. In this regards, the IFA has calculated the
historical 15 – 360 business days average PER for comparable companies which can be summarized as follows:

               Table 26: Average Historical P/BV of Peer Comparables for the Valuation of NSCM Share
                                                      Historical Period (Business Days)
     Peer Companies
                          15 Days     30 Days        60 Days       90 Days      180 Days   240 Days          360 Days
          MAX               8.38         8.56         7.22           6.83          6.65      18.07            37.01
           PPM             13.97        15.16         15.76         14.76         13.62      13.42            12.37
      Average PER          13.97        15.16         15.76         14.76         13.62      13.42            12.37
Source: information as of November 27, 2012 from www.setsmart.com

The IFA excluded the PER of MAX in the calculations of average PER, due to considerably high MAX’s PER for 240-360
historical business days, in order to prevent the valuation result from being significantly deviated. The details of such
outliers are presented in the above Table. Thereafter, the IFA applied the average PER obtained to the earnings per
share of NSCM to derive fair price. Based on the NSCM’s earnings during the fiscal year 2012 from April 1, 2011 to
March 31, 2012 and number of shares issued and paid-up after recapitalization, total earnings were THB 44.37 million
or THB 19.29 per share. The details of share valuation are presented as follow:

                                 Table 27: Share Valuation of NSCM Using PER Approach
                                               Average PER         Earings Per Share     Fair Value (THB per share)
     Historical Period (Business Days)
                                                 Times (1)        (THB per share) (2)           (3) = (1) x (2)
             15 business days                      13.97                                           269.43
             30 business days                      15.16                                           292.50
             60 business days                      15.76                                           304.03
             90 business days                      14.76                 19.29                     284.79
             180 business days                     13.62                                           262.69
             240 business days                     13.42                                           258.85
             360 business days                     12.37                                           238.80
           Fair value of Grand U share (THB per share)                             238.70 – 304.03

Based on the above Table, the fair value of NSCM share ranges between THB 238.70 – 304.03 per share which is
higher than the proposed swap price at THB 107.37 per share by 122.31% – 183.16%. Nonetheless, this approach is
with constraints regarding the differences between comparable companies in terms of the product offering, capital
structure, efficiencies of the management and share liquidity as NSCM is not listed in the SET. In addition, the number
of listed companies with comparable business to NSCM is limited, which renders the calculated PER an inaccurate
reflection of the business. Furthermore, this valuation approach takes into account only the earnings of NSCM at a
point in time without considering future profit generating ability. Therefore, the IFA views that Price to Earning Ratio
Approach is inappropriate for the valuation of NSCM’s share.

b)     Price to Book Value Ratio Approach

Based on the Price to Book Ratio Approach, the IFA has determined the cut-off date for the calculation of average
historical P/BV to be on November 27, 2012. In this regards, the IFA has calculated the historical 15 – 360 business
days average P/BV for comparable companies which can be summarized as follow:




                                                                                                                        46
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

             Table 28: Average Historical PER of Peers Comparables for the Valuation of NSCM’s Share
                                                    Historical Period (Business Days)
  Peer Comparables
                        15 Days      30 Days       60 Days       90 Days      180 Days    240 Days           360 Days
        MAX               2.22         2.09          1.78          1.67         1.60        1.61               1.64
        PPM               1.04         1.07          1.08          1.01         0.88        0.87               0.88
    Average P/BV          1.63         1.58          1.43          1.34         1.24        1.24               1.26
Source: Information as of November 27, 2012 from www.setsmart.com

The IFA applied the average P/BV obtained and the book value per share of NSCM to derive fair price, based on the
book value of shareholders’ equity as of September 30, 2012 after recapitalization at THB 242.06 million or THB 105.24
per share. (Details are presented in Table 22 Section 2 of this report) The details of share valuation are presented as
follows:

                                 Table 29: Share Valuation of NSCM Using P/BV Approach
                                                                    Book Value Per
                                               Average P/BV                               Fair Value (THB per share)
     Historical Period (Business Days)                               Share (THB per
                                                  Times (1)                                      (3) = (1) x (2)
                                                                       share) (2)
              15 business days                      1.63                                            171.23
              30 business days                      1.58                                            166.07
              60 business days                      1.43                                            150.60
              90 business days                      1.34                 105.24                     141.10
             180 business days                      1.24                                            130.49
             240 business days                      1.24                                            130.77
             360 business days                      1.26                                            132.71
            Fair value of Grand U share (THB per share)                             130.49 – 171.23

Based on the above Table, the fair value of NSCM share ranges between THB 130.49 – 171.23 per share which is
higher than the proposed acquisition price at THB 107.37 per share by 21.53% – 59.48%. Nonetheless, this valuation
approach excludes not only the consideration of future revenue generating ability, but also the difference in details of
the business of comparable listed companies, which affected the valuation result. Therefore, the IFA views that Price
to Book Ratio Approach is inappropriate for the valuation of NSCM share.

4.       Discounted Cash Flow Approach

This valuation approach evaluates the fair value by taking into consideration NSCM’s ability to generate future cash flow
(Free Cash Flow to Firm). Such free cash flow which expected to generate under the financial projection will then be
discounted with the weighted average cost of capital WACC) to derive the present value of NSCM.

In this regards, the IFA has performed the financial projection based on the projection conducted by NSCM’s
management while adjusted some assumptions to reflect the overall economic and industry situation on a
conservative basis.

The IFA has prepared the financial projection for a period of 5 years and 6 months started from October 2012 to March
2018. Such projection is based on the assumption that there will be no significant changes on the operation of NSCM.
In addition, the valuation considered post-capitalization status of NSCM according the condition precedents, without
including the changes of NSCM’s performance as a subsidiary of LHK. In event of material changes in the economic
condition and operating environment of NSCM, there might be variations in the fair price of NSCM accordingly.

The underlying assumptions under this financial projection are as follows:



                                                                                                                        47
       The opinions of IFA on the acquisition and disposition of assets and the connected transactions
       (For the purpose of translation only)

       1) Revenue from sales

       The product of NSCM mainly consists of copper, stainless, aluminum and brass. The IFA has forecasted the sale volume
       growth rate at 5% - 7% per annum, based on the estimation of management of NSCM as well as the estimation by IFA.
       For average selling price, due to NSCM’s product was a commodity product, the IFA has determined forecasted selling
       price to be constant, based on the average selling price of the actual 6 months period ended June 30, 2012. The details
       of sale volume are as follows:

   Revenue
                 31 Dec 10      31 Mar 12      30 Sep 12      31 Mar 13      31 Mar 14     31 Mar 15        31 Mar 16    31 Mar 17      31 Mar 18
(THB million)
Copper               392.13         596.01         332.01         710.50         746.03        783.33           822.49         863.62       906.80
Stainless            169.44         153.18          68.96         147.57         154.95        162.70           170.84         179.38       188.35
Aluminum             223.70         168.96          69.02         147.70         155.09        162.84           170.98         179.53       188.51
Brass                 68.70          80.27          32.51          69.57          73.05         76.70            80.54          84.56        88.79
Others                25.90          35.12          14.30          30.61          32.14         33.74            35.43          37.20        39.06
Total revenue        879.86       1,033.54         516.80       1,105.95       1,161.25      1,219.31         1,280.28       1,344.29     1,411.51

       2) Cost of goods sold

          Since NSCM is the trading company with the policy of maintaining overall gross profit margin to be not less than
          10.00%. Therefore, the IFA determined cost of sale based on the estimation of NSCM’s management as well the
          aforementioned policy. The details of cost of goods sold are as follows:

                  31 Dec 10     31 Mar 12      30 Sep 12      31 Mar 13     31 Mar 14      31 Mar 15        31 Mar 16    31 Mar 17      31 Mar 18
Cost of goods      788.80        914.60         456.84         995.36        1,045.13       1,097.38         1,152.25     1,209.86       1,270.36
sold (THB
million)
Gross profit       10.35%         11.51%          11.60%       10.00%         10.00%         10.00%          10.00%          10.00%      10.00%
margin (%)

       3) Selling and administrative expenses

          Selling and administrative expense includes salary and employee benefit, traveling and vehicle expense,
          transportation fee, advertising and promotion expense and depreciation etc. The IFA determined the selling and
          administrative expense based on actual performance during the 6 months period ended September 30, 2012 so as
          to reflect the most accurate expenses at the moment whereas it was adjusted with annual growth rate of 5.00%
          per annum throughout the projected period. The details of selling and administrative expense are as follows:

                                        31 Dec      31 Mar       30 Sep      31 Mar       31 Mar         31 Mar    31 Mar     31 Mar    31 Mar
                                          10          12           12          13           14             15        16         17        18
  Salary and employee benefits           24.11         26.06      11.49        25.27         26.54         27.86    29.26       30.72     32.25
  Traveling and vehicle expense            2.14         2.50        1.00        2.14          2.25          2.36      2.48       2.60      2.73
  Transportation expense                   1.22         1.32        0.81        1.73          1.82          1.91      2.00       2.10      2.21
  Advertising and promotion                0.69         0.58        0.27        0.59          0.61          0.65      0.68       0.71      0.75
  expense
  Utility expense                          1.23         1.29        0.71        1.52         1.59          1.67      1.75        1.84      1.93
  Other expense                            7.10       20.16*        3.72        8.11         8.87          9.60     10.34       11.14     11.90
  Total                                   36.49        51.91       17.99       39.36        41.68         44.05     46.51       49.12     51.78
    Remark: *   There were provision for doubtful accounts expense and provision for goods diminution expense amounted to THB 10.02
                million.




                                                                                                                                        48
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

4) Interest expense

   Based on internal audit financial statement for 6 months period ended September 30, 2012, we found that capital
   structure of NSCM has only trust receipt loan from financial institution which interest rate is between 2.20%-
   2.68percent. However, NSCM have to re-capitalize in order to accomplish the condition precedent, in which NSCM
   has to obtain loan financing from financial institution around THB 215.00 million. According to management of
   NSCM, they are during the negotiation process with financial institution. In this regards, NSCM expects to receive
   borrowing rate of MLR-1% for 4 years. As there is still uncertainty, the IFA has determined the interest rate of such
   borrowings to be at MLR which is around 7.00%.

5) Discount Rate

   The IFA applied Weighted Average Cost of Capital (WACC) as a discount rate to calculate the present value of free
   cash flows to firm. WACC can be calculated based on the following equation.


                                WACC = Ke*[E/(D+E)] + Kd*(1 - t)*[D/(D+E)]


   Nonetheless, cost of equity (“Ke”) is necessary in order to calculate WACC. Ke can be derived from Capital Asset
   Pricing Model (CAPM) based on the following equation.


                                            Ke = Rf +  (Rm – Rf)

            Whereas
            Rf =             The risk free rate based on the 30-year Government Bond Yield as of November 27, 2012
                             which is the date the IFA prepared this report, equals to 4.18% per annum (Source:
                             www.thaibma.or.th)

                  =         Beta co-efficient of comparable companies which were PPM and MAX, over 3 consecutive
                             years since November 27, 2012 (Source: Bloomberg) which is 0.551 and 0.915, respectively.
                             (The IFA uses 2 comparable companies as both mainly operate trading business similar to
                             the business of NSCM without having its own production facilities, rather than using beta of
                             the sector as the business of some companies are quite different). In addition, The IFA has
                             adjusted such beta by removing the impact of leverage which is the capital structure of the
                             comparable companies according to this formula: Unleveraged beta = leverage beta / (1+(1-
                             tax)*(D/E of comparable companies)), in which that unleveraged beta will be obtained. Later
                             on, the IFA has adjusted the unleveraged beta with the capital structure of NSCM according
                             to this formula: Leverage Beta = Unleverage Beta *(1+(1-tax)* (D/E)NSCM in which such beta
                             obtained from leverage formula equals to 1.191.

            Rm     =         The market return in which the IFA estimated to be 14.72% per year based on the average
                             return from investment in SET Index over 37 years during 1975 – 2011 (Source:
                             www.set.or.th and the calculation of the IFA)




                                                                                                                      49
 The opinions of IFA on the acquisition and disposition of assets and the connected transactions
 (For the purpose of translation only)

 Based on the aforementioned assumptions, Ke can calculation as follows:

                                     Table 30: Calculation of the cost of equity of NSCM
                                               Factors                            Assumptions
                           Risk-free Rate (1)                                               4.18%
                           Risk Premium (Rm – Rf) (2)                                      10.54%
                            (3)                                                            1.191
                           Cost of Equity or Ke (4) = (1) + [(3)*(2)]                      16.73%

 The cost of qeuity(Ke) obtained from the calsulation shown in the above Table is 16.73%. Then, Ke is applied in the
 calculation of WAC in which the IFA obtains the value of 10.42%. The details of calcualtion are presented in the
 following table.

             Ke      =    Cost of equity based on Capital Asset Pricing Model (CAPM), equals to 16.73% as shown in
                          above table.

             Kd      =    Average cost of interest-bearing debt in which the IFA uses the weighted average interest rate
                          of NSCM’s loans , together with the interest rate occurred after re-capitalized of NSCM which is
                          6.15%.

             t       =   Corporate tax rate of NSCM as at September 30, 2012 equal to 23.00%.

             D       =    Portion of interest bearing debt as at September 30, 2012, together with loan after re-
                          capitalized of NSCM which is THB 268.70 million.

             E      =     Portion of equity after re-capitalized, based on shareholder’s equity as at September 30, 2012
                          which is 242.06 million.

                               Table 31: Calculation of NSCM weighted average cost of capital
                                               Factors                                             Assumptions
                    Cost of Equity or Ke (1)                                                         16.73%
                    Cost of Debt or Kd (2)                                                            6.15%
                    D/(D+E) (3)                                                                      52.61%
                    Corporate income tax or t (4)                                                    23.00%
                    WACC or Discount Rate (5) = {(1)*[1-(3)]} + {(2)*[1-(4)]*(3)}                    10.42%

 Terminal Value
 The IFA calculates the terminal value of free cash flows after the projected period by assuming that NSCM will continue its
 business as a going concern with perpetual growth rate at 0.00% so as to be conservative.

 Summary of projected free cash flow were shown as follow:

                                   Table 32: Summary of projected free cash flow of NSCM
                                                  Oct 12 –
                  Unit: THB ‘000                                 2013          2014      2015                     2016        2017
                                                  Mar 13
Total revenue                                            589,152      1,161,252     1,219,314       1,280,280    1,344,294   1,411,509
Deduct cost of sales                                     539,753      1,045,127     1,097,383       1,152,252    1,209,865   1,270,358
Deduct selling and administrative expenses                19,649         41,682        44,050          46,512       49,118      51,781
Earnings before interest and taxes                       29,750          74,444        77,882         81,516       85,311      89,370
Less tax                                                 -4,174         -12,032       -13,267        -14,533      -15,907     -17,289
Add depreciation and amortization                         1,440           3,380         3,880          4,380        4,880       5,380

                                                                                                                                  50
  The opinions of IFA on the acquisition and disposition of assets and the connected transactions
  (For the purpose of translation only)


                                                         Oct 12 –
                  Unit: THB ‘000                                         2013          2014         2015         2016        2017
                                                         Mar 13
 Less working capital                                      -13,232       -18,021       -17,311      -18,192      -19,079     -20,063
 Less capital expenditure                                         0       -2,500        -2,500       -2,500       -2,500      -2,500
 Add Terminal Value                                                                                                          526,833
 Free cash flow                                             13,784        45,271       48,684       50,672        52,706     581,731
 Present value of free cash flow                           496,938
 Add cash and cash equivalentsasof September30,2012         57,524
 Less interest-bearing debts after re-                     268,700
 capitalized
 Present value of equity                                   285,763
 Number of shares after re-capitalized ( ‘000                2,300
 share)
 NSCM share value (THB per share)                           124.24

  According to the above calculation, the share price of NSCM is THB 124.24 per share. In addition, the IFA has
  conducted sensitivity analysis in order to analyze the impact from the variation of a certain factor from base case
  scenario as follows:

      Scenario 1 Adjust projected gross profit downward by 3.00% from base case.
      Scenario 2 Adjust projected gross profit upward by 3.00% from base case.

                                                      Table 33: Sensitivity Analysis
                                                                                                               Share price
                                                      Scenario
                                                                                                              (Baht/share)
          Scenario 1 Adjust projected gross profit downward by 3.00% from based case                             111.46
                                              Base case                                                          124.24
          Scenario 2 Adjust projected gross profit upward by 3.00% from base case                                137.03

  Based on the sensitivity analysis, the fair value of NSCM share is between THB 111.46 – 137.03 per share which is
  3.81% - 27.62% higher than the transaction price of THB 107.37 per share. The IFA views that Discounted Cash Flow
  Approach is appropriate, since this valuation approach takes into consideration capability of NSCM to generate future
  cash flow as well as operating policies of the management.

                            Table 34: Summary of fair value of NSCM and the transaction price
                                                                 Acquisition
                                                                               Appropriaten                      Fair Value by IFA
                                           Fair value by IFA        price
            Valuation Approach                                                   ess of the                     Higher (Lower) than
                                           (THB per share)        (THB per
                                                                                 approach                     Transaction Price by (%)
                                                                   share)
1. Book Value approach                           105.24            107.37      Inappropriate                           (1.98)
2. Adjusted book value approach            103.99 – 110.69         107.37      Inappropriate                       (3.15) – 3.09
3. Market comparable approach
- Price to Earnings Ratio Approach         238.70 – 304.03         107.37      Inappropriate                     122.31 – 183.16
 - Price to Book Ratio Approach            130.49 – 171.23         107.37      Inappropriate                      21.53 – 59.48
4. Discounted cash flow approach           111.46 – 137.03         107.37       appropriate                        3.81 – 27.62

  The IFA views that fair value of NSCM based on discounted cash flow approach is deem to be an appropriate method
  since it takes into consideration of potential and capability of NSCM to generate future cash flow. The appropriate
  share price of NSCM ranges between THB 111.46 – 137.03 per share which is 3.81% – 27.62% higher comparing to
  THB 107.37 per share of the Transaction Price.


                                                                                                                                   51
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

2.3.2 Fairness of LHK’s Share Price

To evaluate the appropriateness of the prices for this Transaction, the IFA has conducted the financial valuation of
NSCM common shares by applying 4 financial valuation methodologies as follows:
        1) Book Value Approach
        2) Adjusted Book Value Approach
        3) Market Comparable Approach
              Price to Book Value Ratio Approach
              Price to Earnings Ratio Approach
        4) Discounted Cash Flow Approach

Details of each share valuation approach are shown as follows:

1)     Book Value Approach

The Book Value Approach evaluates the value of shareholders’ equity at a certain point of time as shown in the
financial statement. In this case, the IFA used LHK’s consolidated financial statement for the 6 month period ended
September 30, 2012, reviewed by Ernst and Young, a SEC-approved auditor. The IFA adjusted the book value from the
financial statement with these following items:

                      Table 35: Book Value of Shareholder’s Equity of LHK as of September 30, 2012
                                                                                                  Amount (THB
                                                     Items
                                                                                                     ‘000)
            Issued and Paid-up Capital                                                                320,000
            Add premium on ordinary shares                                                            330,673
            Add retained (loss) earnings                                                              227,128
            Total equity as of September 30, 2012                                                     877,801
            Number of issued and paid-up shares (‘000) – par value at THB 100 each                    320,000
            Book value per share (THB)                                                                   2.74

Based on the above Table, The fair value of LHK share is THB 2.74 per share, which is lower than the proposed swap
price at THB 3.92 per share by 30.02%. However, the IFA views that Book Value Approach takes into consideration only
the book value of shareholders’ equity at a certain point in time, without taken into consideration of the future
operating performance as well as any occurrences that might arise subsequent to the date of the financial statement.
Therefore, the IFA views that Book Value Approach is inappropriate for the valuation of LHK’s share.

2)     Adjusted Book Value Approach

Adjusted Book Value Approach evaluates the fair value of NSCM by using the book value of equity as appeared in the
internal financial statements for the 6 month period ended September 30, 2012. Then, adjusting with contingent
liabilities and items or events that may occur after the date on the financial statements. The details of such
adjustments are presented as follows:

     a) Value of assets increase (decrease)
        The IFA has considered the assets appraisal reports by American Appraisal Company Limited Thailand (“AA”)
        and Brooke Real Estate Company Limited (“BROOKE”), both of which are appraisers approved by the Thai
        Valuers Association (“TVA”) and the Valuers’ Association of Thailand (“VAT”). Both reports, intended for public
        use, are summarized below:




                                                                                                                    52
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                                      Table 36: Increase (decrease) of value from asset appraisal
                                                                   Value by independent
                                         Book value as at          appraisers* (THB’000)
               Assets                  September 30, 2012           AA             BROOKE           Valuation Approach
                                            (THB’000)          (appraised on (appraised on
                                                                Sep 6, 2012)    Oct 29, 2012)
LHK’s assets
1. Land                                        73,062                  152,700          157,630     Market comparision
                                                                                                         approach
2. Building on land                            16,075                  73,200            91,101      Replacement cost
3. Machine and equipment                       14,792                  148,431          115,400        approach less
                                                                                                       depreciation
4. Vehicle                                     13,319                  29,973            25,362     Market comparision
                                                                                                         approach
Total (rounded)                               117,247                  404,300          389,500
AUTO’s assets
1. Land                                        27,941                  46,500            55,740     Market comparision
                                                                                                         approach
2. Building on land                            58,820                  63,100            77,780      Replacement cost
3. Machine and equipment                      148,985                  191,961          188,500        approach less
                                                                                                       depreciation
4. Vehicle                                      6,678                  11,800            9,980      Market comparision
                                                                                                         approach
Total (rounded)                         242,424                        313,000          332,000
Total of LHK and AUTO                   359,671                        717,300          721,500
          Increase (decrease) from book value                          357,629          361,829
  Remarks * Details of the asset appraisal appears in the Appendix 1

         The IFA refers to both appraisers regarding the appraised value to evaluate the range of LHK and AUTO’s
         reappraised assets price, which equals to THB 717.20 – 721.50 million, representing increases of THB 357.63 –
         361.83 million as presented above.

         IFA’s observation on the asset appraisal by the independent appraisers
              The IFA evaluated the both appraisal reports and observed that both AA and BROOKE appraised each
                  asset items with the same approach specifically land and vehicle with the market comparison
                  approach and building on land and machine and equipment with replacement cost approach less
                  depreciation. The IFA regards both approaches appropriate as the market comparision approach is
                  suited for appraising assets that selling and purchase prices are comparable in a close period of time
                  such as land or vehicles and the replacement cost approach is for appraising assets in continuous use
                  and are able to generate income, which is in accord with current utilization of such assets by the
                  Company.
              For the appraisal of LHK’s land (item no.1), AA appraised the land with an area of 23-2-77 rais by
                  dividing into 2 portions which are 1) area outside the high voltage power lines at 17 – 0 – 42 rais and
                  2) area within the high voltage power line at 6 – 2 – 35 rai, which has lower appraised price.
                  Meanwhile, BROOKE appraised such land with an area of 17-3-65 rais excluding 5-3-12 rais in the
                  power lines area, which the Electricity Generating Authority of Thailand mandates no building of any
                  kind is to be within its 40 meters radius.
              For the appraisal of LHK and AUTO’s machinery and equipment, the number of appraised machine
                  and equipment by AA was 142 items, while BROOKE appraised 155 items. According to the
                  management of the Company, during the period from September 6, 2012 to October 29, 2012 which
                  was the time from AA’s to BROOKE’s appraisal, the Company has purchased additional machine and



                                                                                                                         53
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                   equipment resulting in the difference between the number of appraised machine and equipment by
                   both appraisers.

     b) Interim dividend
        On November 14, 2012, the shareholders meeting approved the payment of dividend to shareholders from
        the operating operformance of April 1 to September 30, 2012 at THB 0.10 per share totaling to THB 32.00
        million, due to be paid on December 13, 2012.

          Details of the adjusted book value approach are as follows:

                              Table 37: Adjusted Book Value of LHK as of September 30, 2012


                                 Equity as at September 30, 2012                                   Amount (THB’000)


            Total shareholder’s equityas of September 30, 2012                                                  877,801
            Add: increase from both asset appraisals                                                  357,629 – 361,829
            Less: interim dividend                                                                              (32,000)
            Shareholder’s equity after adjustments                                                1,203,430 – 1,207,630
            Number of issued and paid-up shares (‘000) – par value at THB 100                                   320,000
            each
            Adjusted book value per share (THB)                                                             3.76 – 3.77

Based on the above Table, fair value of LHK share price based on Adjusted Book Value Approach is THB 3.76-3.77 per
share, which is 3.73%-4.06% lower than the proposed swap price at THB 3.92 per share. However, similar to the
constraint of the Book Value Approach, this valuation approach does not take into consideration the future operating
performance of NSCM. Therefore, the IFA views that Adjusted Book Value Approach is inappropriate for the valuation
of LHK’s share.

3)      Historical Market Price Approach

Historical Market Price Approach evaluates the fair value of LHK shares by taking into consideration of the actual trading
price and volume in SET. With this regard, the IFA has calculated the historical 15 – 360 business day volume weighted
average price (“VWAP”) for LHK share until November 27, 2012, which is when the Company’s Board of Directors has passed
the resolution to approve the Transaction. The details of VWAP from each historical period are presented in the following
Table.

                                    Table 38: Volume Weighted Average Price of LHK
                                     Market Price (THB per share)
                                                                       Average Trading
         Historical Period                                  Average                                          VWAP (THB per
                                                                       Volume Per Day
         (Business Days)             Low         High        Closing                                            share)
                                                                            (shares)
                                                              Price
         15 business days            3.28        3.58         3.41          634,053                               3.41
         30 business days            3.28        3.58         3.42          838,683                               3.44
         60 business days            3.22        3.74         3.44         1,762,302                              3.50
         90 business days            2.88        3.74         3.33         2,047,897                              3.40
         180 business days           2.56        3.74         3.06         1,179,994                              3.32
         240 business days           2.42        3.74         2.93          933,383                               3.28
         360 business days           2.06        3.74         2.84          770,061                               3.18
                              Range of LHK share price (THB per share)                                         3.18 – 3.50
     Source: information as of September 7, 2012 from www.setsmart.com


                                                                                                                             54
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

Based on the above Table, fair value of LHK share price ranges between THB 3.18 – 3.50 per share which is lower than
the proposed swap price at THB 3.92 per share by 10.78%-18.90%. The average volume of LHK shares traded during
the historical period of 15 - 360 business days was between 634,053 – 2,047,897 shares per day or 0.20% – 0.64% of
total shares sold. As LHK shares are considerably liquid, the IFA regards that market price is able to reflect fair price to
an extent. Share prices depend on the supply and demand of LHK shares traded in the SET by investors who have taken
into account information regarding LHK’s operating performance and the economy in general. Nevertheless, this
approach primarily considers the closing price of ordinary shares in the SET; it does not take into account other factors
such as future policies and plans of the Company. Therefore, the IFA views that Historical Market Price Approach is
inappropriate for the valuation of LHK share.

4)      Market Comparable Approach

The Market Comparable Approach determines the fair value of LHK’s share by using market ratios of comparable listed
companies that operate similar business to NSCM with the underlying assumption that financial ratios such as Price to
Earnings Ratio (“PER”) and Price to Book Value Ratio (“P/BV”) of companies within the same industry should possess
comparable characteristics. In order to reflect LHK’s business, the IFA selected listed companies that are distributors of
metals and services providers according to customer requirements such as cutting to sizes and into rolled strips and
processing metals into rounded and rectangular tubes. Details of the 13 reference companies are presented in the
following Table.

                                      Table 39: Listed Comparable Companies of LHK
                No.                               Companies                                       Symbol
                 1      Asia Metal PLC                                                             AMC
                 2      CSP Steel Center PLC                                                        CSP
                 3      Posco – Thainox PLC                                                        INOX
                 4      Mill Con Steel Industries PLC                                              MILL
                 5      Pacific Pipe PLC                                                            PAP
                 6      Permsin Steel Works PLC                                                    PERM
                 7      Rich Asia Steel PLC                                                        RICH
                 8      Samchai Steel Industries PLC                                               SAM
                 9      Siam Steel Service Center PLC                                              SSSC
                10      Thai – German Products PLC                                                TGPRO
                11      Thai Metal Trade PLC                                                        TMT
                12      Thai Unique Coil Center PLC                                                TUCC
                13      Thai Yuan Metal PLC                                                         TYM
            Remark: Companies which are distributors and processors of stainless products are INOX, TUCC and TGPRO

Under Market Comparable Approach, the IFA uses the method of Price to Earnings Ratio Approach and Price to Book
Ratio Approach in order to evaluate the fair price of LHK share. Further details of the valuations are presented as
follows:

a) Price to Earnings Ratio Approach

Based on the Price to Earnings Ratio Approach, the IFA has determined the cut-off date for the calculation of average
historical price to earnings ratio (“PER”) to be on November 27, 2012. In this regards, the IFA has calculated the
historical 15 – 360 business days average PER for comparable companies which can be summarized as follows:

               Table 40: Average Historical P/BV of Peer Comparables for the Valuation of LHK Share
                                                     Historical Period (Business Days)
     Peer Companies
                        15 Days      30 Days       60 Days        90 Days      180 Days    240 Days                  360 Days
          AMC            12.31        12.56          12.44          11.93        10.38       9.45                      8.65


                                                                                                                            55
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                                           Historical Period (Business Days)
     Peer Companies
                           15 Days         30 Days        60 Days       90 Days      180 Days     240 Days   360 Days
          PAP               11.93           12.11          12.06          11.35         9.71        9.28       8.77
         SSSC                8.24            8.21          8.20            8.18         7.69        7.17       6.49
          CSP               31.18           29.58          28.61          25.80        19.05       16.17      13.50
         INOX                N/A             N/A            N/A            N/A          N/A         N/A       46.52
         MILL              196.15          234.41         261.78         198.05        124.95      99.96      71.78
         PERM               38.15           44.01          45.26          43.40        32.27       26.98      21.38
         RICH                N/A             N/A            N/A            N/A          N/A         N/A        6.75
         SAM                27.06           29.36          29.91          38.42        44.56       36.55      27.73
        TGPRO               25.47           26.35          23.33          18.10        10.02        8.10       7.36
          TMT               23.73           25.08          24.82          25.74        26.76       22.99      18.46
         TUCC                N/A             N/A            N/A            N/A          N/A         N/A        N/A
          TYM               37.38           43.37          46.56          41.35        28.26       23.82      18.64
      Average PER           10.83           10.96          10.90          10.49         9.26        8.63       7.97
Source: information as of November 27, 2012 from www.setsmart.com

The IFA excluded listed companies that have average PERs in the historical period of 15 – 360 business days higher
than 25.00 times and/or have no viable average PER as a result of such company incurring loss, in order to prevent the
valuation result from being significantly deviated. The details of such exclusions are presented in the above Table.
Thereafter, the IFA applied the average PER obtained to the earnings per share of LHK to derive fair price. In order to
reflect LHK’s lastest operating performance, calculations are based on the LHK’s earnings for the previous 4 quarters
from quarter 3 of fiscal year 2012 to quarter 2 of fiscal year 2013 (October 1, 2011 – September 30, 2012), an amount
of THB 100.73 million or THB 0.31 per share. The details of share valuation are presented as follow:

                                   Table 41: Share Valuation of LHK Using PER Approach
                                                Average PER          Earings Per Share      Fair Value (THB per share)
     Historical Period (Business Days)
                                                  Times (1)         (THB per share) (2)             (3) = (1) x (2)
             15 business days                       10.83                                                3.41
             30 business days                       10.96                                                3.45
             60 business days                       10.90                                                3.43
             90 business days                       10.49                   0.31                         3.30
             180 business days                      9.26                                                 2.92
             240 business days                      8.63                                                 2.72
             360 business days                      7.97                                                 2.51
              Fair value of LHK share (THB per share)                                   2.51 – 3.45

Based on the above Table, the fair value of LHK share ranges between THB 2.51 – 3.45 per share which is lower than
the proposed swap price at THB 3.92 per share by 11.99% – 36.00%. Nonetheless, this approach is with constraints
regarding the differences between comparable companies in terms of the product offering as LHK focuses on stainless
steel products, capital structure, efficiencies of the management and listed share liquidity. In addition, this valuation
approach takes into account only the earnings of LHK at a point in time without considering future profit generating
ability. Therefore, the IFA views that Price to Earning Ratio Approach is inappropriate for the valuation of NSCM’s
share.

b)     Price to Book Value Ratio Approach

Based on the Price to Book Ratio Approach, the IFA has determined the cut-off date for the calculation of average
historical P/BV to be on November 27, 2012. In this regards, the IFA has calculated the historical 15 – 360 business
days average P/BV for comparable companies which can be summarized as follows:

                                                                                                                      56
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)



                 Table 42: Average Historical PER of Peers Comparables for the Valuation of LHK’s Share
                                                            Historical Period (Business Days)
         Peer Comparables                                                             180       240               360
                                     15 Days     30 Days     60 Days 90 Days
                                                                                      Days     Days               Days
               AMC                     0.61        0.61        0.60        0.60       0.58      0.58              0.60
                CSP                    1.31        1.34        1.34        1.35       1.36      1.36              1.39
               INOX                    1.31        1.33        1.36        1.35       1.32      1.30              1.30
               MILL                    1.15        1.15        1.19        1.23       1.31      1.34              1.30
                PAP                    1.03        1.02        1.01        0.98       0.98      1.02              1.04
               PERM                    0.58        0.59        0.57        0.57       0.56      0.56              0.57
               RICH                    0.39        0.40        0.40        0.42       0.40      0.39              0.40
               SAM                     0.58        0.54        0.51        0.49       0.43      0.41              0.40
               SSSC                    1.55        1.55        1.55        1.53       1.38      1.33              1.26
              TGPRO                    3.36        3.41        3.00        2.84       2.99      2.61              2.40
                TMT                    1.80        1.78        1.71        1.64       1.50      1.44              1.42
               TUCC                    N/A         N/A         N/A         N/A        0.76      0.71              0.65
                TYM                    1.48        1.49        1.50        1.51       1.52      1.52              1.50
           Average P/BV                1.17        1.17        1.13        1.11       1.08      1.04              1.02
Source: Information as of November 27, 2012 from www.setsmart.com

The IFA applied the average P/BV obtained and the book value per share of LHK to derive fair price, based on the book
value of shareholders’ equity as of September 30, 2012 at THB 877.80 million or THB 2.74 per share. The details of
share valuation are presented as follows:

                                 Table 43: Share Valuation of NSCM Using P/BV Approach
                                                                    Book Value Per
                                               Average P/BV                              Fair Value (THB per share)
     Historical Period (Business Days)                               Share (THB per
                                                  Times (1)                                      (3) = (1) x (2)
                                                                       share) (2)
              15 business days                      1.17                                              3.20
              30 business days                      1.17                                              3.21
              60 business days                      1.13                                              3.11
              90 business days                      1.11                  2.74                        3.06
             180 business days                      1.08                                              2.96
             240 business days                      1.04                                              2.86
             360 business days                      1.02                                              2.79
            Fair value of Grand U share (THB per share)                              2.79 – 3.21

Based on the above Table, the fair value of LHK share ranges between THB 2.79 – 3.21 per share which is lower than
the proposed acquisition price at THB 3.92 per share by 18.10% – 28.88%. Nonetheless, this valuation approach
reflects shareholder’s equity only at a point in time, but does not consider future revenue generating ability and the
difference in details of the business of comparable listed companies. Therefore, the IFA views that Price to Book Ratio
Approach is inappropriate for the valuation of NSCM share.

5.      Discounted Cash Flow Approach

This valuation approach evaluates the fair value by taking into consideration LHK’s ability to generate future cash flow (Free
Cash Flow to Firm). Such free cash flow which expected to generate under the financial projection will then be discounted
with the weighted average cost of capital WACC) to derive the present value of LHK.


                                                                                                                           57
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

In this regards, the IFA has performed the financial projection based on the projection conducted by LHK’s
management while adjusted some assumptions to reflect the overall economic and industry situation on a
conservative basis.

The IFA has prepared the financial projection for a period of 5 years and 6 months started from October 2012 to March
2018. Such projection based on the assumption that there will no significant changes on the operation of LHK. In
addition, the valuation did not consider consequence of acquisition NSCM share, in order to evaluate the fair value of
equity to swap with NSCM share.

The underlying assumptions under this financial projection are as follows:

1) Revenue from sales

The products of LHK mainly consist of cold-rolled stainless steel sheets and coils and round and rectangular stainless
steel tubes. LHK operated specific grade stainless steel under Alternative Stainless Company Limited (“ALS”) and
exhaust pipes under Auto Metal Company Limited. The detail of sales quantity and average price were shown as
follow:

     Sales
   Quantity        2009A       2010A      2011A      2Q/11A       2012E       2013F      2014F     2015F    2016F    2017F
    (tons)
  LHK              22,133      25,330      22,224     11,537      25,492      27,270     29,180    31,230   33,420   35,760
  ALS               2,881       2,894       2,502      1,023       2,184       2,800      3,100     3,400    3,700    4,100
  AUTO              2,952       5,194       5,582      4,087       8,750       9,360     10,010    10,710   11,460   12,270

  Average price
                   2009A       2010A      2011A      2Q/11A       2012E       2013F      2014F     2015F    2016F    2017F
   (Baht/kg.)
  LHK               75.34       75.16       76.04      73.74       73.74       74.60      74.60     74.60    74.60    74.60
  ALS               83.55       91.13       93.22      87.12       87.29       87.29      87.29     87.29    87.30    87.29
  AUTO             127.15      110.66      112.06     112.79      111.44      112.37     111.40    111.41   111.42   111.41

2) Cost of goods sold

   Cost of goods sold includes cost of raw materials, labor cost, depreciation and other variable cost. The detail of
   forecasted main cost of goods sold was shown as follow:

     1) Cost of raw materials

         The IFA has determined cost of raw material for stainless and exhaust pipe, based on management forecast
         and actual cost of raw material for 6 months period ended September 30, 2012. For specific grade stainless
         steel, it was a distribution business which LHK has determined selling price by cost plus margin approach. In
         addition, major cost of goods sold was cost of raw materials, accounting for 90% of total cost.

   Cost of raw
    materials      2009A       2010A      2011A      2Q/11A       2012E       2013F      2014F     2015F    2016F    2017F
  (Baht/kg.)
 LHK                 65.52      63.92       65.88       64.04      65.01       65.80       65.80    65.80    65.80    65.80
 ALS                 81.88      89.31       91.35       85.38      85.55       85.54       85.55    85.55    85.55    85.55
 AUTO                94.22      78.31       77.53       81.26      81.50       81.50       81.50    81.50    81.50    81.50




                                                                                                                         58
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)

         2) Labor cost

             The IFA has determined the labor cost which based on figures from LHK’s budget of 2012 and assumed to be
             7.00% growth rate per year throughout the projected period.

   3) Selling and administrative expense

             Selling and administrative expense includes salary and benefit expense, marketing expense, commission
             expense, depreciation and traveling expense etc. The IFA has determined selling and administrative expense
             which based on LHK’s budget of 2012 adjusted with 5.00% growth rate throughout the projected period.
             While marketing expense was determined based on management forecast, since the company’s management
             informed that marketing are not necessary for the business of LHK. In addition, commission fee was
             determined based on rate under the agreement. The details of selling and administrative expense are as
             follow:

      Selling and
 administrative expense       2009A      2010A     2011A         2Q/11A      2012E       2013F    2014F      2015F    2016F    2017F
    (THB million)
Salary and benefit             41.93      52.87        59.01         31.37       64.25    67.49      70.86    74.40    78.12    82.02
Marketing and
                                9.29      11.09        11.21          6.76       13.01    12.79      13.42    14.20    15.03    15.92
commission fee
Traveling expense               8.48      12.28     12.38             5.01    11.60       12.40    13.30      14.20    15.20    16.30
Professional fee                8.42       9.42      8.35             5.60    16.11       10.21    10.90      11.62    12.38    13.18
Other expense                  27.12      34.89     27.06            13.19    30.27       30.23    30.53      30.94    31.42    32.98
Total                          95.24     120.54    118.01            61.93   135.24      133.12   139.01     145.36   152.15   160.40

   4) Interest expense
      The IFA has determined interest expense based on the current weight average interest rate which is 5.35%.

   5) Discount Rate

       The IFA applied Weighted Average Cost of Capital (WACC) as a discount rate to calculate the present value of free
       cash flows to firm. WACC can be calculated based on the following equation.

                                       WACC = Ke*[E/(D+E)] + Kd*(1 - t)*[D/(D+E)]

       Nonetheless, cost of equity (“Ke”) is necessary in order to calculate WACC. Ke can be derived from Capital Asset
       Pricing Model (CAPM) based on the following equation.

                                                  Ke    = Rf +      (Rm – Rf)

                Whereas
                Rf   =            The risk free rate based on the 30-year Government Bond Yield as of November 27, 2012
                                  which is the date the IFA prepared this report, equals to 4.18% per annum (Source:
                                  www.thaibma.or.th)
                         =       Beta co-efficient of LHK 3 consecutive years from November 27, 2012 which is 0.812
                Rm        =       The market return in which the IFA estimated to be 14.72% per year based on the average
                                  return from investment in SET Index over 37 years during 1975 -2011 (Source:
                                  www.set.or.th and the calculation of the IFA)

       Based on the aforementioned assumptions, Ke can calculated as follows:


                                                                                                                                59
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)

                                        Table 44: Calculation of the cost of equity of LHK
                                                 Factors                            Assumptions
                             Risk-free Rate (1)                                               4.18%
                             Risk Premium (Rm – Rf) (2)                                      10.54%
                              (3)                                                            0.812
                             Cost of Equity or Ke (4) = (1) + [(3)*(2)]                      12.74%

       The cost of qeuity (Ke) obtained from the calsulation shown in the above Table is 12.74%. Then, Ke is applied in the
       calculation of WAC in which the IFA obtains the value of 10.33%. The details of calcualtion are presented in the
       following table.

               Ke      =     Cost of equity based on Capital Asset Pricing Model (CAPM), equals to 12.74% as shown in
                             above table.
               Kd      =     Average cost of interest-bearing debt in which the IFA uses the weighted average interest rate
                             of LHK’s loans as at September 30, 2012 which is 5.35%.
               t       =     Corporate tax rate of LHK as at September 30, 2012 equal to 23.00%.
               D       =     Portion of interest bearing debt as at September 30, 2012 of LHK which was THB 341.25 million.
               E       =    Shareholder’s equity of LHK as at September 30, 2012 which was 877.80 million.

                                  Table 45: Calculation of LHK weighted average cost of capital
                                                  Factors                                 Assumptions
                      Cost of Equity or Ke (1)                                                   12.74%
                      Cost of Debt or Kd (2)                                                      5.35%
                      D/(D+E) (3)                                                                27.99%
                      Corporate income tax or t (4)                                              23.00%
                      WACC or Discount Rate (5) = {(1)*[1-(3)]} + {(2)*[1-(4)]*(3)}              10.33%

   Terminal Value
   The IFA calculates the terminal value of free cash flows after the projected period by assuming that the Company will
   continue its business as a going concern with perpetual growth rate at 0.00% so as to be conservative.

   Summary of projected free cash flow were shown as follow:

                                       Table 46: Summary of projected free cash flow of LHK
                                                 Oct 12 –
              Unit: THB ‘000                                   2013          2014          2015                 2016        2017
                                                March 13
Total revenue                                    1,514,395   3,035,228     3,235,481     3,467,074             3,714,666   3,980,024
Deduct cost of sales                             1,355,902   2,699,058     2,883,059     3,090,644             3,308,203   3,520,185
Deduct selling and administrative
expenses                                             73,314        133,120         139,010           145,360    152,150      160,400
Earnings before interest and taxes                   85,179        203,050         213,412           231,070    254,313      299,439
Less tax                                             -8,427        -39,300         -53,800           -56,800    -62,300      -72,300
Add depreciation and amortization                    32,344         70,160          71,430            75,930     76,430       56,855
Less working capital                                 -7,745        -53,696         -46,791           -52,921    -56,347      -58,430
Less capital expenditure                            -25,631        -70,700         -50,000           -50,000    -50,000      -50,000
Add Terminal Value                                                                                                         1,700,205
Free cash flow                                      75,720         109,514         134,251           147,279    162,096    1,875,769
Present value of free cash flow                  1,572,754
Add cash and cash equivalentsasof September30,      52,055
2012
Less interest-bearing debts asofSeptember           341,253

                                                                                                                               60
   The opinions of IFA on the acquisition and disposition of assets and the connected transactions
   (For the purpose of translation only)


                                                 Oct 12 –
              Unit: THB ‘000                                       2013            2014              2015       2016         2017
                                                 March 13
30,2012
Present value of equity                           1,283,556
Number of shares ( ‘000 share)                      320,000
LHK share value (THB per share)                        4.01

   According to the above calculation, the share price of LHK is THB 4.01 per share. In addition, the IFA has conducted
   sensitivity analysis in order to analyze the impact from the variation of a certain factor from base case scenario as
   follows:

   Scenario 1:        Adjust projected growth rate of main products sales which are stainless steel and exhaust pipes
                      upward and downward by 5.00% from base case scenario.
   Scenario 2:        Adjust projected sales price and cost of raw material of main products which are stainless steel and
                      exhaust pipes upward and downward by 5.00% from base case scenario.

                                                    Tabel 47: Sensitivity Analysis
                                                                                                             Share price
                                                  Scenario
                                                                                                            (Baht/share)
         Scenario 1 Adjust quantity of sales upward and downward by 5.00%                                    3.94 – 4.09
                                            Base case                                                           4.01
         Scenario 2 Adjust projected sales price and cost of raw material upward and                         3.60 – 4.42
                    downward by 5.00%

   Based on the sensitivity analysis, the fair value of LHK share is between THB 3.60 – 4.42 per share which is 8.18%
   lower and 12.83% higher than the transaction price of THB 3.92 per share. The IFA views that Discounted Cash Flow
   Approach is appropriate, since this valuation approach takes into consideration capability of LHK to generate future
   cash flow as well as operating policies of the management.

                              Table 48: Summary of fair value of LHK and the transaction price
                                                                                 Appropriaten                   Fair Value by IFA
                                          Fair value by IFA  Acquisition price
          Valuation Approach                                                       ess of the                  Higher (Lower) than
                                          (THB per share)    (THB per share)
                                                                                   approach                  Transaction Price by (%)
1. Book Value approach                           2.74              3.92          Inappropriate                        (30.02)
2. Adjusted Book Value approach              3.76 – 3.77           3.92          Inappropriate                     (3.73) – (4.06)
3. Historical Market Price approach          3.18 – 3.50           3.92          Inappropriate                   (10.78) – (18.90)
4. Market comparable approach
 - Price to Earnings Ratio Approach          2.51 – 3.45           3.92          Inappropriate                   (11.99) – (36.00)
 - Price to Book Ratio Approach              2.79 – 3.21           3.92          Inappropriate                   (18.10) – (28.88)
5. Discounted cash flow approach             3.60 – 4.42           3.92           Appropriate                      (8.18) – 12.83

   The IFA views that fair value of LHK based on discounted cash flow approach is deem to be an appropriate method
   since it takes into consideration of potential and capability of LHK to generate future cash flow. The appropriate share
   price of NSCM ranges between THB 3.60 – 4.42 per share which is 8.18% lower and 12.83% higher comparing to THB
   3.92 per share of the Transaction Price.

   2.3.3 Fairness of the Conditions of the Transaction

   Considering conditions of the transaction from the Share Purchase Agreement summarized in Section 2 Item 2.1.2 of
   this report, the IFA views that terms and/or conditions of the Share Purchase Agreement preserve the ultimate
   benefits of the Company to such the extent that conditions of assets are being as previously agreed by both parties
   before entering into the transaction, support the Company to promptly operate NSCM business after the execution of

                                                                                                                                61
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

the transaction and achieve advantages from the business acquisition as purposed. Such those terms and conditions
include:
    Responsibilities of the Sellers and NSCM that, commencing from the signing date to the shares transferring date,
     the Sellers and NSCM shall not execute any actions that will result in deterioration of entity of NSCM or negatively
     affect rights of the Company as a new shareholders, i.e. shall not engage in a merger and acquisition, shall not
     guarantee or compensate for damages, which is not from a normal business operation, to any other persons with
     assets of NSCM. In addition, it is required that the inventory counting of NSCM has to be performed by the
     independent third party in order to prepare financial statement as at the shares transferring date. Moreover, the
     Sellers and NSCM allow the Company to assign its representative to learn and practice with NSCM.
    Warranty, affirmation and commitment of the Sellers and NSCM that Mr. Prasert Akarapongpisak agrees to
     continue occupying NSCM’s management for at least 3 consecutive years commencing from the shares
     transferring date, or that net book value of NSCM before adjusting for allowances for account receivables,
     inventory, accrued expenses and employee benefits as well as assets revaluation and other relevant adjustments
     in statement of financial position of NSCM as of the shares transferring date, audited by Ernst & Young Corporate
     Services Ltd, shall not be less than THB 240 million.
    Compensation and indemnification that each of the Seller has to, be jointly liable, as principle debtor,
     compensate and indemnify the Company and/or NSCM in case NSCM incurs any damages arising from any
     executions or omit executions by the Sellers and/or NSCM, as well as providing inaccurate or incomplete
     information or breaching of warranty. Furthermore, in case inventory balance recorded in internal financial
     statement of NSCM as at the shares transferring date is less than that counted by Deloitte Touche Tohmastu
     Jaiyos Advisory Co., Ltd., the Sellers, be jointly liable as principle debtor, agree to compensate for the reduction in
     inventory value, in cash, to the Company and/or NSCM. The Sellers hereby agree to pledge cash to the amount of
     THB 5.00 million to the Company and NSCM for the period of 60 days commencing from the shares transferring
     date in order to guarantee for the occurrence.
The IFA considers that the aforementioned terms and conditions could help mitigate risks arising from the transaction,
for instance, NSCM entity is not exactly what the Company previously acknowledged, operating performance of NSCM
drops after the completion of the transaction as a result of changes in management. In addition, the Sellers agree not
to sell the Company shares acquired from this transaction for the period of 1 year from the commencement date of
trading of the capital increase shares of the Company in the SET (upon completion of every 6 months period of trading
of the capital increase shares in the SET, each of the Sellers can gradually sell their shares subject to the prohibition of
sale at 25% of total number of shares that are subject to prohibition of sale). This condition decreases the risk from
suddenly price drop when the Company shares are disposed from NSCM shareholders, which unavoidably affect the
minority shareholders of the Company.

With regard to other significant terms and conditions in the Share Purchase Agreement, i.e. the withholding tax from
profit of shares transferring shall be borne by the Sellers, the counterparties shall be responsible for their own
transaction costs, they are voluntary agreed by counterparties and shall not be disadvantage to the Company.
Accordingly, the IFA considers that terms and conditions for acquisition of NSCM shares are reasonable.

2.4    Summary of opinion of the IFA

The acquisition of NSCM shares will render the Company an opportunity to expand its asset base as well as to earn
proper return from its investment. Additionally, the Company may benefit from the potential business synergies with
NSCM that may arise in the future. When considering the transaction price, the acquisition of NSCM shares at THB
107.37 per share is lower than the range of fair price evaluated by the IFA using Discounted Cash Flow Approach
between THB 111.46 – 137.03 per share. Meanwhile, the offering price of the newly issued shares of the Company at
THB 3.92 per share falls in the range of the fair price of the Company evaluated by the IFA using Discounted Cash Flow
Approach between THB 3.60 – 4.42 per share. In addition, the conditions of the Transaction will help maintaining the
condition of NSCM’s business to be as same as prior to the acquisition. In addition, it will also help the Company to be
able to manage the business of NSCM smoothly after the acquisition. Therefore, the IFA views that the shareholders
should approve the Transaction. However, the decision to vote is solely under the discretion of the shareholders.



                                                                                                                         62
     The opinions of IFA on the acquisition and disposition of assets and the connected transactions
     (For the purpose of translation only)


      Section 3: The Summary of Impact from the transactions to the Company

     As NSCM will become a subsidiary of the Company after the Transaction completes, the Company has to include the
     operating performance and financial position of NSCM in its consolidated financial statements. With reference to the
     financial statements of LHK and post-recapitalization internal financial statements of NSCM for the six-month period
     ended September 30, 2012 (Details presented in the Section 2 Table 19 of this report), the IFA has evaluated possible
     impacts to the Company from entering into the Transaction as follows:

                                Table 49: Impact on Statement of Financial Position of the Company
                           Financial Position
                             and Operating
Unit: THB million                                                             Impact from the Transaction
                          Performance of LHK
                              (THB million)
Financial Position as of September 30, 2012
Assets                          1,771.46         Increase from realizing NSCM’s assets in the consolidated financial statements.
                                                 NSCM assets total to THB 584.05 million, deducted by related party item between
                                                 LHK and NSCM specifically account receivables an amount of THB 2.37 million.
Liabilities                      749.16          Increase from realizing NSCM’s liabilities in the consolidated financial statements.
                                                 NSCM’s liabilities total to THB 341.99 million (after recapitalization) including THB
                                                 268.00 million of interest-bearing debt, deducted by related party item between
                                                 LHK and NSCM namely the THB 0.10 million accrued commissions fee appeared in
                                                 LHK’s financial statement.
Issued and Paid-up               320.00          Increase by THB 63.00 million from THB 383.00 million resulting from shares
Capital                                          issued as payment for shares of NSCM in the Transaction. The newly issued
                                                 shares amount to THB 63.00 million at par of THB 1.00.
Premium on                       330.67          Increase by THB 183.96 million resulting from the newly issued shares of the
Ordinary Shares                                  Company to pay for NSCM’s shares at THB 3.92 per share, THB 1.00 higher than
                                                 its par.
Debt-to-equity Ratio              0.73           Increase from realizing NSCM’s liabilities. According to the internal financial
(times)                                          statements of NSCM after recapitalization, the debt-to-equity ratio of NSCM
                                                 equals to 1.41 times.
Operating performance for the six-month period ended September 30, 2012
Sales and services              1,294.38         Increase from realizing NSCM’s revenue. According to the internal financial
revenue                                          statements of NSCM for the six-month period, ended September 30, 2012, sales
                                                 and services revenue was THB 516.80 million. As the majority of NSCM’s and
                                                 LHK’s customer base do not overlap, the revenue is to be deducted by related
                                                 party item between LHK and NSCM, an amount of THB 26.04 million.
Interest Paid                     9.51           Increase from realizing NSCM’s interest bearing debt of THB 268.70 million.
   Remarks - Estimation of LHK’s consolidated financial statement post-transaction, not including operating performance after date of
             the financial statement
         * Consolidated financial statements of the Company as of September 30, 2012 included related party transaction between
             the Company and NSCM

     Nevertheless, the IFA propose the above table as an estimate of the impacts to LHK’s financial statement arising from
     the merging with NSCM, only to supplement the decision; it is not an indicator of LHK’s future performance. Post-
     transaction financial statements of LHK might be varied due to the transaction period, financial position and
     operationg performance of both companies. The IFA is unable to guarantee the impacts that may occur to the
     Company.




                                                                                                                                  63
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Section 4: Summary of the Opinion of the Independent Financial Advisor

Form the analysis of the IFA regarding the reasonableness of the Transaction as well as the fairness of the transaction
price and conditions stipulating the acquisition transaction of NSCM shares, the IFA considers that the Transaction is
appropriate based on the following reasons:
      This is an investment in a potential, sound earnings business, providing the Company an opportunity to earn
         decent return on investment as well as driving business growth in the future.
      The Company will gain additional sources of revenue from metal and non-metal products distributed by NSCM
         i.e. brass and copper. As a result, it could help mitigating risks of the Company from relying primarily on
         revenue from producing and distributing of stainless products, which is currently the core business of the
         Company.
      The Company could benefit from synergy that may arise from the business collaboration with NSCM such as
         the exchange of customer base and the share of inventory management system, which will enable both
         entities to reduce costs and expenses as well as improve efficiency and profitability.
      The acquisition price at THB 107.37 per share, is lower than range of fair price evaluated by the IFA based on
         discounted cash flows method, ranging between THB 111.46 – 137.03 per share (details of the valuation of
         fair price by the IFA are presented in Section 2, item 2.3.1 of this report).
      Cash disbursement is not necessary for entering into the Transaction. Therefore, the Company will be able to
         maintain its liquidity and working capital to support normal business operation. With this regards, the capital
         increase shares of the Company to be used as payment for the acquisition of NSCM at not exceeding 63.00
         million shares at the offering price of THB 3.92 each is in the range of fair price between THB 3.60 – 4.42 per
         share, evaluated by the IFA using discounted cash flow method (details of the evaluation of fair price by the
         IFA are presented in Section 2, Item 2.3.1 of this report).
      Terms and conditions in the Shares Purchase Agreement is mainly with the objective to protect the benefits of
         the Company. It ensures that conditions of assets to be acquired are as previously agreed by both parties
         before entering into the transaction as well as supports the Company to smoothly operate NSCM business
         immediately after the execution of the transaction, which will enable the Company to achieve advantages
         from the business acquisition as plan.
Accordingly, the shareholders shall approve the Transaction. Nevertheless, the shareholders should take into
consideration disadvantages and risks associated with the Transaction prior to making a decision as follows:
      The Company will incur additional liabilities and interest expenses arising from consolidating financial position
         of NSCM into its financial statement. As a result, debt to equity ratio of the Company may be higher.
      Upon the completion of the Transaction, Akarapongpisak group will control greater voting rights in the
         Company due to increasing shareholding portion from 60.13% (as at December 13, 2012) to 66.70%, while
         shareholding stake of the other shareholder will decrease.
      Capital increase of the Company at THB 63.00 million as the payment for NSCM’s common shares will result in
         control dilution as well as earnings dilution at approximately 16.45% (the estimated dilution effects has not
         yet taken into consideration of operating performance of NSCM, details are presented in Section 2, Item 2.2.2
         of this report)
Notwithstanding, the accomplishment of the transaction is subjected to the following conditions precedent:
      The Company shall obtain an approval(s) in agenda(s) relevant to the acquisition of NSCM’s common shares
         from the Extraordinary Shareholders’ Meeting No.1/2013 to be held on January 21, 2013.
      NSCM shall complete its capital restructuring to having paid-up capital of THB 230.00 million, dividing into
         2.30 million shares at par value of THB 100 each (NSCM’s managements expect that the capital increase will
         be done by the end of 2012).

The decision to vote is solely dependable on the consideration and discretion of the shareholders. The shareholders
should take into consideration the advantages, disadvantages and the risk of the Transaction as well as carefully
consider the attached documents submitted to the shareholders along with the invitation letter to shareholders’
meeting so as to make the most appropriate decision.



                                                                                                                     64
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

JayDee Partners Limited, as the Independent Financial Advisory of the Company, has performed the study and analysis
with care in accordance with the professional standard and has provided the opinion based on the fair analysis of
information by taken into consideration the benefits of all shareholders.

The opinion of the independent financial advisor are based on the information, which have been received from the
Company as well as the interviews with the Company’s management, publicly available information and other relevant
documents. The Independent Financial Advisor assumed that all information received is truthful and correct.
Therefore, if the said information are incorrect and/or is not truthful and/or has been significantly changed in the
future, it will affect the opinion of the Independent Financial Advisor. Therefore, the Independent Financial Advisor is
unable to certify or warrant the future impact that may arise to the Company and the shareholders. In addition, the
opinion of the Independent Financial Advisor is only to provide the comments to the shareholders, providing this
opinion does not warrant the accomplishment of the Transaction and impact to be incurred from the Transaction to
the Company.

This English report of the Independent Financial Advisor’s Opinion has been prepared solely for the convenience of
foreign shareholders of the Company and should not be relied upon as the definitive and official document. The Thai
language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall
prevail in all aspects in the event of any inconsistency with this English Translation.
Yours Sincerely,




(Mrs. Duangjai Lorlertwit)                 (Ms. Jirayong Anuman-Rajadhon)
Executive Partner                          Managing Partner / Operation Controller
JayDee Partners Limited, the independent financial advisor




                                                                                                                     65
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Appendix 1 : Summary of the asset appraisal report of Ngeck Seng Chiang Metal Company Limited by the Independent
             appraiser

Entering into this transaction, NSCM has employed two independent appraisers approved by the Thai Valuers
Association (“TVA”) and the Valuers’ Association of Thailand (“VAT”) to appraise the value of 3 assets of NSCM
including 1) Land 2) Land with a commercial building of 2 storeys and 3) Office Condominium of 1 unit. The two
independent appraisers are listed are as follows.
1) American Appraisal Company Limited (“AA”) has appraised value of NSCM’s assets as follows:
         The Appraisal report of land dated September 11, 2012 appraised on September 6, 2012 with the purposes
          of public use is used for this methodology.
         The Appraisal report of land and 2-storey commercial building 1 Unit dated September 11, 2012 appraised
          on September 6, 2012 with the purposes of public use is used for this methodology.
         The Appraisal report of office condominium 1 Unit dated September 13, 2012 appraised on September 7,
          2012 with the purposes of public use is used for this methodology.
2) Brook Real Estate Company Limited (“BROOKE”) has appraised value of NSCM’s assets as follows:
         The Appraisal report of land dated October 30, 2012 appraised on October 29, 2012 with the purposes of
          public use is used for this methodology.
         The Appraisal report of land and 2-storey commercial building 1 Unit dated October 30, 2012 appraised on
          October 26, 2012 with the purposes of public use is used for this methodology.
         The Appraisal report of office condominium 1 Unit dated October 30, 2012 appraised on October 26, 2012
          with the purposes of public use is used for this methodology.

Details of the asset appraisal of NSCM by AA and BROOKE are summarized as follows:

a)     Land
Type of Asset     :   1 plot of Vacant land totaling 3 rai, 3 Ngan, 51 sq.wah (1,551 sq.wah or 6,204 sq.m.)
Title             :   Title No. 238025
Location          :   No entrance/exit to the land, Soi Suksawat 76, Suksawat Rd., Bangchak, Phrapradaeng, Samutprakan
Condition         :   Embanked, ground level balance as the road in front of land ( Soi Suksawad 76, the nearest Soi)
Owner             :   NSCM
Obligation        :   No mortgage

Summary of the appraisal of NSCM’s land by AA
AA has appraised value of the land by using market comparison approach which AA has selected the vacant lands in a
similar zoning as the land being appraised for benchmarking by taking various factors into consideration including
location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The estimate is then
further adjusted. The land values appraised by AA are shown in the following table:

       Table 50: Summary of the appraisal of NSCM’s land was based on the market comparison approach by AA
  Description              Asset                     Data 1                   Data 2                 Data 3
Property Type               Land                  Vacant Land             Vacant Land             Vacant Land
Location          No entrance/exit to the   Soi Suksawat 76 (Soi 1)  Corner of Soi Suksawat     Soi Suksawat 74,
                   land, Soi Suksawat 76       separates from Soi     74 and Soi Suksawat        separates from
                    (Personal Soi) is the  Suksawat 76 ~ 1 km. or ~    74 Yaek 5, far from     Suksawat Rd.~ 2.2
                  nearest Soi on the north  1.05 km. from Suksawat   Suksawat Rd ~ 2.5 km.             km.
                   west side of the land ~             Rd.
                           90 m.
Land Area                  1,551                     2,690                      818                   3,050
(sq.wah)
ground level      Embanked, ground level Embanked, ground level       Ground level is lower  Ground level is lower
                 balance as Soi Suksawat,       balance with Soi      than the road in front than the road in front
                      the nearest Soi         Suksawat 76 (Soi 1)       of the land ~ 1 m.     of the land ~ 1 m.

                                                                                                                     66
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


 Description                 Asset                        Data 1                    Data 2                  Data 3
Land shape/            Irregular/ 114 m.              Polygon/ 12 m.          Rectangular / 40 m.     Rectangular / 60 m.
Land width            connected to public            connected to Soi           connected to Soi       connected to Soi
                             canal                  Suksawat 76 (Soi 1)     Suksawat 74) and 80 m.       Suksawat 74)
                                                                                connected to Soi
                                                                               Suksawat 74 Yaek 5
Roads in front         No entrance/exit           Concrete pavement road      Concrete pavement       Concrete pavement
of assets                                              width ~ 6 m.          road width ~ 6 m. and     road width ~ 6 m.
                                                                               Granular rock road
                                                                                  width~ 4 m.
Facilities         None (away form electric                      electric power/ running water/ telephone
                    power/ running water/
                      telephone ~ 90 m.)
City zone                                                Land for Industry and Warehouse
Date                                                      Sep 2012             At the beginning of        At the beginning of
                                                                                      2010                       2010
Offering price                                       25,000 THB/sq.wah                  -                          -
Selling Price                                                 -                23,000 THB/sq.wah          20,000THB/sq.wah
Value Adjustments                                  Description        Adj.       Description      Adj.   Description     Adj.
Type of Transaction                               Offer for sale     -10%         Selling         0%      Selling        0%
                                                                                   Price                   Price
Offering Date                                    Sep 2012             0%           At the         +10%     At the        +10%
                                                                                 beginning               beginning
                                                                                  of 2010                 of 2010
Total Value Adjustments                                           -10%                            -10%                   -10%
Adjusted Value (THB/rai)                                   22,500                        25,300                 22,000
Location                                            Superior      -50%            Superior        -50%    Superior       -50%
Land Area                                           Inferior       +5%            Superior         -4%    Inferior        +5%
Grade                                                Similar       0%             Inferior         +3%    Inferior        +2%
Shape/ Frontage                                     Superior       -5%            Superior        -15%    Superior       -10%
Access Road                                         Superior       -5%            Superior         -5%    Superior        -5%
Facilities                                          Superior       -5%            Superior         -5%    Superior        -5%
City zone                                            Similar       0%              Similar         0%      Similar        0%
Total Physical Adjustments                                        -60%                            -76%                   -63%
Final Adjusted Value (THB/sq.wah)                           9,000                         6,072                  8,140
Weight Level              100%                               35%                           30%                   35%
Fair Market
Value                     7,821                             3,150                         1,822                  2,849
(THB/sq.wah)
Rounded To                8,000
(THB/sq.wah)

Summary of the appraisal of NSCM’s land by BROOKE
BROOKE has appraised value of the land by using market comparison approach which BROOKE has selected the vacant
lands in a similar zoning as the land being appraised for benchmarking by taking various factors into consideration
including location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The
estimate is then further adjusted by Weighted Quality Score (WQS) approach. The land values appraised by BROOKE
are shown in the following table:




                                                                                                                           67
  The opinions of IFA on the acquisition and disposition of assets and the connected transactions
  (For the purpose of translation only)

                          Table 51: Summary of the appraisal of NSCM’s land was based on the market comparison approach by BROOKE
    Description                     Asset                 Data 1                Data 2                Data 3              Data 4                      Data 5
Property Type                  Vacant Land            Vacant Land           Vacant Land           Vacant Land          Vacant Land                 Vacant Land
Location                    Adjacent to public      Soi Suksawat 74,      Soi Suksawat 78,      Soi Suksawat 74,     Soi Suksawat 84             Soi Suksawat 74,
                          ditch, Soi Suksawat 76      Suksawat Rd.          Suksawat Rd.          Suksawat Rd.     (Soi Wat Koo Sang),            Suksawat Rd.
                               Suksawat Rd.                                                                            Suksawat Rd.
Land Area                      3 – 3 – 51 rai          8 – 0 – 0 rai        6 – 2 – 84 rai         7 – 0 – 0 rai       12 – 2 – 0 rai              10 – 2 – 0 rai
                              (1,551 sq.wah)         (3,200 sq.wah)        (2,684 sq.wah)        (2,800 sq.wah)       (5,000 sq.wah)              (4,200 sq.wah)
Shape                             Polygon              Rectangular           Rectangular           Rectangular          Rectangular                Rectangular
Frontage                          ~ 112 m.              ~ 110 m.                ~ 75 m.               ~ 80 m.            ~ 100 m.                     ~ 80 m.
Grade                                                                Embanked, ground level balance with main road
Distance from Main              ~ 1,560 m.              ~ 800 m.              ~ 1,400 m.            ~ 1,000 m.           ~ 800 m.                ~ 600 m.
Road
Road width                4 m. wide public ditch                                                              10 m.
(included road
shoulder)
Road width /Road                      -                                                                   6 m./ Concrete
surface
Facilities                                                                       electric power/ running water/ telephone
City zone                                                                      Industrial and Warehouse Zone (Purple Zone)
Location                              -                     Comparable               Comparable             Comparable          Comparable         Comparable
Potential                             -                     Comparable               Comparable             Comparable          Comparable         Comparable
Physical                              -                      Superior                   Superior              Superior           Superior           Superior
characteristics
Offering price                        -                 30,000 THB/sq.wah               28,000         28,000 THB/sq.wah     30,000 THB/sq.wah              -
                                                                                      THB/sq.wah
Selling Price                         -                            -                       -                    -                    -                25,000
                                                                                                                                                    THB/sq.wah
Date                              Oct 2012                    Oct 2012                 Oct 2012             Oct 2012             Oct 2012            Mar 2012




                                                                                                                                                                68
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                   Table 52 : Weighted Quality Score for the appraisal of NSCM’s land by BROOKE
                           Weight
                                         Asset         Data 1        Data 2        Data 3    Data 4                   Data 5
                             (%)
Average price (THB/sq.wah)                             30,000        28,000        28,000    30,000                   29,000
Adjusted price (%)                                       75%           80%          80%        75%                     100%
Average price after the adjustment (THB/sq.wah)        22,500        22,400        22,400    22,500                   25,000
Location                    10%            2              3             3             3          3                       3
Transportation               20%           1              5             5             5          5                       5
Facilities                   15%           2              3             3             3          3                       3
Potential                    20%           1              4             4             4          4                       4
Physical                     20%           1              4             4             4          4                       4
characteristics
Land Area                    15%           3              4             4             4          4                      4
Weighted score              100%          155            395           395           395        395                    395
Adjusted ratio                             1           0.3924        0.3924        0.3924     0.3924                  0.3924
Adjusted price                             -            8,829         8,790         8,790     8,820                   9,810
Weight Level                             100%            20%           20%           20%       20%                     20%
Weighted average price                   9,010          1,766         1,758         1,758     1,766                   1,962
Fair Market Value (THB/sq.wah)           9,000
(Rounded To )
Remark: Rating scale: 1 is low, 2 is fair, 3 is medium, 4 is good, 5 is excellent

Summary of the appraisal of NSCM’s land by AA and BROOKE

                        Table 53 : Summary of the appraisal of NSCM’s land by AA and BROOKE
                                   Appraised price based on Market Comparable Approach
                                                                                                Governmental
            Asset                   Appraised price by AA      Appraised price by BROOKE
                                                                                               appraised price
                                         (Rounded To )               (Rounded To )
        Vacant Land                   THB 12.40 million            THB 14.00 million*         THB 28.69 million
     totaling 3-3-51 rais            (8,000 THB/ sq.wah)          (9,000 THB / sq.wah)      (18,500 THB / sq.wah)
       (1,551 sq.wah)
Remark * In the case that the land has 6-meter-wide concrete roads as entrance and exit, BROOKE appraised its value at THB
         34.12 million.

b)     Land and 2-storey commercial building
Type of Asset : Land of 43 sq.wah. with 1 unit of 2-storey commercial building and property equipment (freight
                    lift of 3 tons).
Title           : Title No. 638
Location        : No. 945 Charoen Krung Rd., Samyaek, Sampeng, Bangkok
Condition       : The land is developed to a 2-storey parking building, built since1995. The building is in a fair
                    condition with concrete building structure and roofs, cement floors, and brick with white-wash
                    and painted walls. On the first and second floor are open spaces with 4 toilets built on ground
                    floor.
Owner           : NSCM
Obligation      : No mortgage

Summary of the appraisal of NSCM’s land and 2-storey commercial building by AA
AA has appraised value of the land and 2-storey commercial building by using market comparison approach which AA
has selected the lands and commercial buildings in a similar zoning as the assets being appraised for benchmarking by
taking various factors into consideration including location, size of lands, land shape and soil type, quality and timing



                                                                                                                             69
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

of the improvements nearby. The estimate is then further adjusted. The land and 2-storey commercial building values
appraised by AA are shown in the following table:

                 Table 54: Summary of the appraisal of NSCM’s land and 2-storey commercial building
                                 were based on the market comparison approach by AA
     Description                 Asset                     Data1                    Data2                Data3
Property Type            2-storey commercial      3-storey commercial      4-storey commercial   4-storey commercial
                                building                  building              building with           building
                                                                                 mezzanine
Location               No.945 Charoen Krung        Charoen Krung Rd.        No. 2234 and 2236        No. 438/1-2
                                  Rd.                                           Khaolam Rd.          Mitrichit Rd.
Land area                         39*                        13                     15.15                  13
(sq.wah)
Usable area (sq.m.)               227                       144                       228                  192
Land shape/                 Polygon/ 5 m.           Rectangular/ 4 m.       Trapezoid / 3.5 m.    Rectangular / 4 m.
Land width              connected to Charoen     connected to Charoen           connected to         connected to
                               Krung Rd.                 Krung Rd.              Khaolam Rd.          Mitrichit Rd.
Roads in front of        Concrete pavement      Asphalt pavement road       Asphalt pavement     Concrete pavement
assets                    road width ~10 m.           width ~ 10 m.         road width ~ 14 m.    road width ~10 m.
Facilities                                         electric power/ running water/ telephone
Date                                                     Sep 2012           At the beginning of   At the beginning of
                                                                                     2012                 2010
Offering price                                       8,500,000 THB                     -                    -
Selling price                                                 -                10,800,000 THB       7,000,000 THB
Value Adjustments                                 Description       Adj.   Description      Adj. Description      Adj.
Type of                                          Offer for sale    -10%       Selling       0%     Selling        0%
Transaction                                                                    Price                Price
Date of offering for sale                       Sep 2012            0%        At the        0%     At the         10%
                                                                           beginning             beginning
                                                                             of 2010              of 2010
Tota of Value Adjustments                                          -10%                     0%                    10%
Adjusted Value (THB/ Unit)                              7,650,000                10,800,000            7,700,000
Location                                            Similar         0%       Similar        0%     Similar        0%
Land Area                                          Inferior        +20%      Inferior      +15%   Inferior       +20%
Usable area                                        Inferior         +6%      Similar        0%    Inferior        +3%
Land shape/ Land width                             Inferior         +5%      Inferior      +10%   Inferior        +5%
Roads in front of assets                            Similar         0%       Similar        0%     Similar        0%
Facilities                                          Similar         0%       Similar        0%     Similar        0%
Total Physical Adjustments                                         +31%                    +25%                  +28%
Final Adjusted Value (THB/ Unit)                        10,021,500               13,500,000            9,856,000
Weight Level                     100%                       30%                      35%                  35%
Fair Market Value
                              11,181,050                3,006,450                 4,725,000            3,449,600
(THB/Unit)
Rounded To                    11,200,000
(THB/Unit)
Remark * Due to some parts on the west side of an asset (2.5 m. width and 6m.length) are used as the footpath of Charoen Krung
          Road. AA, therefore, appraised the land area according to the current land usage which the land space is appraised at 39
          sq.wah.




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

Summary of the appraisal of NSCM’s land and 2-storey commercial building by BROOKE
BROOKE has appraised value of the land and a 2-storey commercial building by using cost approach which is the sum
total of the following items.
     Market value of the land: BROOKE has selected the lands in a similar zoning as the land being appraised for
          benchmarking by taking various factors into consideration including location, size of lands, land shape and soil
          type, quality and timing of the improvements nearby. The estimate is then adjusted by Weighted Quality
          Score (WQS) approach.
     The replacement cost (new) of improvements deducted by depreciation: BROOKE has estimated the number
          of each part of the building including pillar, counterpoise, wall, and roof. The estimate is then multiplied with
          price per unit of each part and further adjusted for all elements of accrued depreciation including physical
          depreciation, functional and/or external obsolescence.

Details of the appraisal of NSCM’s land and 2-storey commercial building by BROOKE as follow:




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

      Table 55: Summary of the appraisal of NSCM’s land and 2-storey commercial building were based on the market comparison approach by BROOKE
      Description                 Asset                         Data 1                       Data 2                     Data 3               Data 4
Property Type           Land and 2-storey parking         Land and 3-storey                   Land               Land and 3-storey     Land and 4-storey
                                 building             commercial building (2 Unit)                              commercial building   commercial building
                                                                                                                                             (2 Unit)
Location               No. 945 Charoen Krung Rd.          Charoen Krung Rd.            Charoen Krung Rd.         Charoen Krung Rd.       Mangkorn Rd.
Land Area (sq.wah)                  43                             24                          176                         12                   24
Building Area(sq.m.)                260                           288                            -                        144                  384
Shape                            Polygon                      Rectangular                   Polygon                  Rectangular          Rectangular
Frontage                           5 m.                           4 m.                        11 m.                      4 m.                  8 m.
Grade                                                                      Ground level balance with main road
Distance from Main                                                                Connected to main road
Road
Road width                        10 m.                          10 m.                         8 m.                      10 m.                 8 m.
(included road
shoulder)
Road width /Road               8 m./ Asphalt                 8 m./ Asphalt               6 m./ Concrete             8 m./ Asphalt        6 m./ Concrete
surface
Facilities                                                              electric power/ running water/ telephone
City zone                                                                         Commercial (Red Zone)
Location                             -                         Superior                   Comparable                   Superior           Comparable
Potential                            -                       Comparable                     Superior                 Comparable             Superior
Physical                             -                       Comparable                   Comparable                 Comparable           Comparable
characteristics
Offering price                       -                        17,000,000                    682,200                   9,300,000                  -
(THB/ sq.wah)                                              (Land - 620,000)                                       (Land - 680,000)
Selling Price                        -                              -                            -                          -              30,000,000
(THB/ sq.wah)                                                                                                                           (Land - 700,000)
Date                             Oct 2012                      Oct 2012                     Oct 2012                  Oct 2012              Dec 2011




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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

  Table 56 : Weighted Quality Score for the appraisal of NSCM’s land and 2-storey commercial building by BROOKE
                               Weight (%)       Subject          Data 1       Data 2       Data 3         Data 4
Average price (THB/sq.wah)                                                   682,200      680,000        700,000
Adjusted price (%)                                                80%          75%          75%           100%
Average price after the adjustment (THB/sq.wah)                              511,500      510,000        700,000
Location                          20%               3               5            3            5              4
Transportation                    15%               3               4            4            4              4
Facilities                        10%               4               4            4            4              4
Potential                         20%               4               4            5            4              5
Physical characteristics          20%               4               4            5            4              4
Land Area                         15%               3               4            5            4              4
Weighted score                   100%              350             420          435          420            420
Adjusted ratio                                      1            0.8333       0.8046       0.8333         0.8333
Adjusted price                                      -           413,333      411,552      425,000        583,333
Weight Level                                     100%             30%          20%           30%           20%
Weighted average price                          450,477         124,000       82,310      127,500        116,667
Fair Market Value (THB/sq.wah)                  450,000
(Rounded To )
Remark: Rating scale: 1 is low, 2 is fair, 3 is medium, 4 is good, 5 is excellent

Replacement Cost Approach
                                                                                       Value
 Land 43.00 sq.wah
   @ 450,000 THB/ sq.wah                                                            19,350,000 THB
 2-storey parking building 260 sq.m.
   @ 7,000 THB/ sq.m.                                 1,820,000 THB
   Less Depreciation 34%                                618,800 THB                  1,201,200 THB
 Add property equipment
   freight lift                            1,000,000 THB
  Less Depreciation 60%                      600,000 THB                               400,000 THB
                                               Total                                20,951,200 THB
Fair Value of Land and 2-storey commercial building                                 21,000,000 THB
(Rounded To )

Summary of the appraisal of NSCM’s land and 2-storey commercial building by AA and BROOKE

     Table 53 : Summary of the appraisal of NSCM’s land and 2-storey commercial building by AA and BROOKE
                                                                                               Governmental
                              Appraised price by AA
                                                            Appraised price by BROOKE          appraised price
         Asset            based on Market Comparable
                                                              based on Cost Approach         (excludind 2-storey
                                   Approach*
                                                                                            commercial building)
 1 plot of land totaling        THB 11.20 million*               THB 21.00 million            THB 19.35 million
43 sq.wah and 2-storey                                                                    (THB 450,000 / sq.wah)
  commercial building
Remark * AA appraised the land area according to the current land usage which the land space is appraised at 39 sq.wah., due to
        some parts on the west side of an asset are used as the footpath.

c)     Office
Type of Asset           :   1 unit of office totaling 334.90 sq.m.
Location                :   No. 108/8, 1 st Floor, Yotha Rd., Sampantawong, Bangkok
Title                   :   Sipaya Riverview Condominium located on 3 plots of land with title deed No.3045, 2186, and


                                                                                                                            73
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                          719. Total area is 2 –0 – 16.6 Rais. The condominium unit No. 108/8, the owner has right of
                          ownership for the central property for a ratio of 2,573 out of 100,000 along with parking
                          rights of 10 cars.
Condition             :    Sipaya Riverview is office and residence building with 31 floors and 2 underground floors,
                              built in 1997. The property is in a good condition.
                           The condominium unit No. 108/8 is used as work space and in good condition.
Owner                 :   NSCM
Obligation            :   No mortgage

Summary of the appraisal of NSCM’s office by AA
AA has appraised value of the office by using market comparison approach which AA has selected the offices in a
similar zoning as the assets being appraised for benchmarking by taking various factors into consideration including
location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The estimate is then
further adjusted. The NSCM’s office values appraised by AA are shown in the following table:

      Table 58: Summary of the appraisal of NSCM’s office was based on the market comparison approach by AA
    Description                    Asset                       Data1                     Data2                    Data3
Property Type                       office                     office                     office                   office
Location                    Sipraya River View         ITF Condominium,              Charn Issara I        Sinsathorn Tower,
                            Condominium, No.                 Silom Rd.          Condominium, Rama          Krungthonburi Rd.
                          108/8 1st Floor, Yotha                                          VI Rd.
                                     Rd.
Area (sq.m.)                       334.90                        82                        104                    239.78
Floor                                 1                           1                          1                       1
Condition/ interior         Decorated as office                       Have not been decorated as office space
decoration                          space
Facilities               ~ 794 Car parking spaces ~ 700 Car parking spaces         ~ 300 Car parking        ~ 794 Car parking
                         ,10 passenger elevators, ,4 passenger elevators,        spaces ,6 passenger     spaces ,10 passenger
                          1 freight elevator, 3 fire 1 freight elevator, 3 fire   elevators, 1 freight     elevators, 1 freight
                         escapes,telephones, fire      escapes,telephones,           elevator, 3 fire         elevator, 3 fire
                          protection system, fire     closed circuit TV, fire    escapes,telephones,      escapes,telephones,
                         alarm, emergency lights     protection system, fire    closed circuit TV, fire  closed circuit TV, fire
                          and 24 security guards. alarm, emergency lights protection system, fire protection system, fire
                                                     and 24 security guards.      alarm, emergency          alarm, emergency
                                                                                lights and 24 security   lights and 24 security
                                                                                         guards.                  guards.
Date                                                         Sep 2012                   Sep 2012                 Sep 2012
Offering price (THB/ sq.m.)                                   60,000                     80,000                   90,000
Value Adjustments                                     Description        Adj.   Description        Adj. Description         Adj.
Type of                                              Offer for sale    -10%        Selling        -10%      Selling        -10%
Transaction                                                                         Price                    Price
Date of offering for sale                             Sep, 2012          0%     Sep, 2012           0%   Sep, 2012           0%
Total of Value Adjustments                                             -10%                       -10%       -10%          -10%
Adjusted Value (THB/sq.m.)                                    54,000                     72,000                   81,000
Location                                               Superior        -15%      Superior         -15%    Superior         -15%
Usable area                                            Superior        -10%      Superior         -10%    Superior          -5%
Floor                                                   Similar          0%       Similar           0%     Similar           0%
Condition/ interior decoration                          Similar          0%       Similar           0%     Similar           0%
Facilities                                              Inferior        +5%       Inferior         +5%     Inferior         +5%
Total Physical Adjustments                                             -20%                       -20%                     -15%
Final Adjusted Value (THB/sq.m.)                              43,200                     57,600                   68,850


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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


    Description                   Asset                        Data1                       Data2          Data3
Weight Level                      100%                          30%                         30%            40%
Fair Market Value
                                 57,780                        12,960                      17,280        27,540
(THB/sqm.)
Rounded To                       58,000
(THB/sq.m.)

Summary of the appraisal of NSCM’s office by BROOKE
BROOKE has appraised value of the office by using market comparison approach which BROOKE has selected the
offices in a similar zoning as the asset being appraised for benchmarking by taking various factors into consideration
including location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The
estimate is then further adjusted. The NSCM’s office values appraised by BROOKE are shown in the following table:




                                                                                                                    75
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                       Table 59: Summary of the appraisal of NSCM’s office was based on the market comparison approach by BROOKE
        Description                        Asset                    Data 1                     Data 2                      Data 3                    Data 4
Property Type                               Office                   Office                     Office                     Office                    Office
                                                                                                                                                                 st
Location                            Sipraya River View        Sinsathorn Tower,             Somkid Place          Taiva Condominium,         ITF Condominium,1
                                                                                                          st          st
                                Condominium, No. 108/8,       Krungthonburi Rd.          Condominium, 1              1 Floor, South             Floor, Silom Rd.
                                     st
                                    1 Floor, Yotha Rd.                                   Floor, Chidlom Rd.            Sathorn Rd.
Number of floor                              30                       43                           5                         21                        32
Area of office (sq.m.)                     334.90                     240                         88                        806                       210
Condition of office                         Fair                      Fair                       Fair                       Fair                       Fair
Vacancy rate (%)                            10%                      15%                         15%                        15%                       15%
Facilities                           6 passenger lifts,         Passenger lift,                            Passenger lift and 24 hours security
                                   Sportclub, swimming       Sportclub, swimming
                                  pool,24 hours security    pool,24 hours security
Distance from Main Road                    50 m.                                                     Adjacent to main road
Road width (included road                   8 m.                     18 m.                      18 m.                       8 m.                     18 m.
shoulder)
Road width /Road surface                6 m./ Asphalt          14 m./ Concrete            14 m./ Concrete             6 m./ Asphalt             14 m./ Asphalt
Facilities                                                                  electric power/ running water/ telephone
City zone                                                                             Commercial (Red Zone)
Location                                      -                    Superior                   Superior                   Superior                  Superior
Facilities                                    -                    Superior                   Superior                   Superior                  Superior
Physical characteristics                      -                  Comparable                 Comparable                 Comparable                 Comparable
Offering price (THB/sq.m.)                    -                    125,000                    170,000                     100,000                       -
Selling Price                                 -                        -                           -                          -                     120,000
Date                                      Oct 2012                 Oct 2012                   Oct 2012                   Oct 2012                  Aug 2011




                                                                                                                                                               76
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                   Table 60 : Weighted Quality Score for the appraisal of NSCM’s office by BROOKE
                           Weight (%)          Asset           Data 1         Data 2          Data 3      Data 4
Average price (THB/sq.m.)                                     125,000        170,000         100,000     120,000
Adjusted price (%)                                              90%            85%             95%        100%
Average price after the adjustment (THB/sq.m.)                112,500        144,500         95,000      120,000
Location                       25%               3                5              5              5           5
Transportation                 20%               2                5              4              5           5
Facilities                     20%               3                4              4              4           4
Potential                      15%               3                5              5              5           5
Physical                       10%               3                4              4              4           4
characteristics
Area                           10%               2                4              3              5           4
Weighted score                100%              270             460             430            470         460
Adjusted ratio                                   1             0.5870         0.6279          0.5745     0.5870
Adjusted price                                   -             66,033        90,733          54,574      70,435
Weight Level                                   100%             25%            25%             25%        25%
Weighted average price                        70,444           16,508        22,683          13,644      17,609
Fair Market Value (THB/ sq.m.)                70,000
(Rounded To )
Remark: Rating scale: 1 is low, 2 is fair, 3 is medium, 4 is good, 5 is excellent


Summary of the appraisal of NSCM’s office by AA and BROOKE

                         Table 61 : Summary of the appraisal of NSCM’s office by AA and BROOKE
                                     Appraised price based on Market Comparable Approach
                                                                                                  Governmental
            Asset                    Appraised price by AA       Appraised price by BROOKE
                                                                                                  appraised price
                                         (Rounded To )                  (Rounded To )
   1 unit of office totaling           THB 19.40 million              THB 23.40 million          THB 23.44 million
        334.90 sq.m.                 (58,000 THB/ sq.wah)           (70,000 THB/ sq.wah)       (70,000 THB/ sq.wah)




                                                                                                                  77
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Appendix 2 : Summary of the asset appraisal report of Lohakit Metal Public Company Limited and its subsidiary by the
             Independent appraiser

Entering into this transaction, LHK and NSCM have employed two independent appraisers approved by the Thai
Valuers Association (“TVA”) and the Valuers’ Association of Thailand (“VAT”) to appraise the value of LHK’s assets and
assets of Auto Metal Company Limited (“AUTO”). The two independent appraisers are listed are as follows.

1)   American Appraisal Company Limited (“AA”) has appraised value of assets as follows:
        The Appraisal report of land, building, land improvements, machinery and equipment and vehicles of LHK ,
         dated September 7, 2012 appraised on September 6, 2012 with the purposes of public use is used for this
         methodology.
        The Appraisal report of land, building, land improvements, machinery and equipment and vehicles of AUTO,
         dated September 11, 2012 appraised on September 6, 2012 with the purposes of public use is used for this
         methodology.
2)   Brook Real Estate Company Limited (“BROOKE”) has appraised value of assets as follows:
        The Appraisal report of land building, land improvements, machinery and equipment and vehicles of LHK ,
         dated October 30, 2012 appraised on October 29, 2012 with the purposes of public use is used for this
         methodology.
        The Appraisal report of land, building, land improvements, machinery and equipment and vehicles of AUTO,
         dated October 30, 2012 appraised on October 29, 2012 with the purposes of public use is used for this
         methodology.

Details of the asset appraisal of LHK by AA and BROOKE are summarized as follows:

a)     Assets of LHK

The asset appraisal of LHK by AA
Type of Asset     : Land, building, land improvements, machines & equipment, vehicles are listed as follow;
                      1. 8 plots of lands with total area of 23-2-77 Rais but 6-2-35 Rais of the land are located near
                         the transmission lines of 230,000 volts. According to the regulation of EGAT, no
                         improvement is allowed within the radius of 40 m. therefore there are only 17 – 0 – 42 land
                         spaces available for the appraisal.
                      2. 7 Buildings and 5 land improvements
                      3. Machines and equipment 86 items
                      4. Vehicle 46 items
                        Remark: *Excluded from the appraisal are furniture, office equipment, computer equipment and software,
                                 supplies, materials on hand, inventories, company records and any current or intangible assets
                                 that might exist.
Location            :   No. 66/1 Moo1 Soi Suksawat 76, Suksawat Rd., Bangchak, Phrapradaeng, Samutprakan
Title               :   Title No.12588* 12592 12593 12594 28772* 28777 238026* 238027*
                        Remark *Some parts of the titles are located near the transmission lines
Condition           :    Most lands are filled to reach the same level as the roads in front while some lands are dug
                             to the ponds.
                         7 buildings
                         Machines and equipment are well maintained and working with good condition.
                         Vehicles are well maintained and working with good condition.
Owner               :   Lohakit Metal Public Company Limited
Obligation          :   All are mortgage lands with one financial institution

AA has appraised value of the lands and vehicles by using the market comparison approach and has appraised value of
the land improvements and machines & equipment by using the cost approach (the replacement cost (new) of assets
deducted by depreciation). Details of the asset appraisal of LHK by AA are summarized as follows:


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The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

(1)    Land
       AA has appraised value of the land by using the market comparison approach which AA has selected the lands
       in a similar zoning as the land being appraised for benchmarking by taking various factors into consideration
       including location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The
       estimate is then further adjusted. The land values appraised by AA are shown in the following table:

        Table 62: Summary of the appraisal of LHK’s land was based on the market comparison approach by AA
Description                  Asset                     Data1                         Data2                    Data3
Property Type                Land                  Vacant Land                    Vacant Land             Vacant Land
Location               Soi Suksawat 76           Soi Suksawat 74           Corner of Suksawat 74    Soi Suksawat 76 Yaek 1
                                                                             and Soi Suksawat 74
                                                                                     Yaek 5
Land Area                    6,842                     3,050                           818                    2,690
(sq.wah)
Ground               Ground level balance     Ground level is lower          Ground level is lower    Embanked, ground
                        with main road        than main road ~ 0.5          than main road ~ 1 m.      level balance with
                                                         m.                                                main road
Land shape/         Polygon/ connected to          Rectangular /          Rectangular / connected   Polygon/ connected to
Land width           Soi Suksawat 76 ~ 84        connected to Soi          to Soi Suksawat 74 ~ 40  Soi Suksawat 76 Yaek 1
                          m. (2 Parts)             Suksawat 74            m. and connected to Soi            ~ 12 m.
                                                      ~ 60 m.                 Suksawat 74 Yaek 5
                                                                                     ~ 80 m.
Roads in front                                       Concrete pavement road width ~ 6 m.
of assets
Facilities                                         electric power/ running water/ telephone
City zone                                               Industrial and Warehouse Zone
Current Use/         Industrial / Industrial Empty land / Industrial       Empty land / Industrial  Empty land / Industrial
Potential Use
Date                                                         At the beginning of 2010                      Sep 2012
Offering price                                            -                             -             25,000 THB/sq.wah
Selling price                                  20,000 THB/sq.wah              23,000 THB/sq.wah                 -
Value Adjustments                            Description          Adj.    Description          Adj. Description        Adj.
Type of Transaction                          Offer for sale      +10%     Selling Price      +10%   Selling Price     -10%
Offering Date                                    At the                        At the                Sep 2012
                                             beginning of                 beginning of
                                                  2010                         2010
Total Value Adjustments                                          -10%                        +10%                     -10%
Adjusted Value (THB/rai)                               22,000                        25,300                  22,500
Location                                        Inferior         +5%          Inferior       +15%    Inferior        +10%
Land Area                                      Superior          -15%        Superior         -30%   Superior        -15%
Ground                                          Inferior         +2%          Inferior         +4%    Similar         0%
Land shape/ Land width                         Superior          -10%        Superior         -10%   Inferior        +15%
Roads in front of assets                        Similar           0%          Similar          0%     Similar         0%
Facilities                                      Similar           0%          Similar          0%     Similar         0%
City zone                                       Similar           0%          Similar          0%     Similar         0%
Current Use/ Potential Use                      Similar           0%          Similar          0%     Similar         0%
Total Physical Adjustments                                       -18%                         -21%                   +10%
Final Adjusted Value (THB/sq.wah)                      18,040                        19,987                  24,750
Weight Level                100%                        40%                            40%                     20%
Fair Market                20,161                      7,216                          7,995                   4,950
Value


                                                                                                                     79
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Description                   Asset                        Data1                         Data2                      Data3
(THB/sq.wah)
Rounded To                   20,000
(THB/sq.wah)

Summary of the appraisal of LHK’s land by AA as follow :

17 – 0 – 42 rai of the land aren’t located near the transmission lines
@ 20,000 THB/ sq.wah                                                 136,840,000 THB
6 – 2 – 35 rai of the land are located near the transmission lines
@ 6,000 THB/ sq.wah                                                   15,810,000 THB
                            Total                                    152,650,000 THB
                         Rounded To                                  152,700,000 THB

(2)     Buildings and land improvements
        AA had appraised value of 7 buildings and 5 land improvements by using cost approach through the separating
        estimation of the replacement cost (new) of improvements such as pillar, foundation base, beam, floor, ceiling,
        exterior and interior walls, doors, windows etc. This method is taking into account of the present costs of
        construction materials, labor cost, production tools, operating expenses, profit and fees excluding overtime or
        compensations and adjusting price of material and equipment. The estimate is then further adjusted with
        depreciation. The appraisal of building and land improvements by AA is presented as below.

                      Table 63: Summary of the appraisal of LHK’s building and land improvements
                                      were based on the cost approach by AA
                                                                                                                Replacement
                                                Year          Remaining         Floor        Replacement
                                                                                                                Cost New Less
                     Asset                   Construction     Useful Life       Area          Cost New
                                                                                                                Depreciation
                                              Completed        (Years)         (Sq.m.)          (THB)
                                                                                                                    (THB)
 Building
1) Office Building No.1/ 3 Storey                1993              21            880               11,000,000        5,800,000
    Building                                  Renovated
                                               in 2010
2)     Office Building No.2/ 2 Storey            1996              24            340                3,900,000        2,340,000
       Building
3)     Factory No.1 and No.2/ 1 Storey        1989                 17           5,500              35,800,000       15,200,000
       Building
4)     Factory No.3 / 1 Storey Building       1995                 23           3,744              33,700,000       19,400,000
5)     Factory No.4 and No.5/ 1 Storey        1996                 24           4,540              40,900,000       24,500,000
       Building
6)     Factory No.6 / 1 Storey Building       1996                 25            400                3,600,000        2,200,000
7)     Restroom/ 1 Storey Building            1996                 14            45                   260,000          120,000
                                    Total (THB)                                                   129,160,000       69,560,000
                                 Rounded To (THB)                                                 129,200,000       69,600,000
    Land improvements
1)     Road : Concrete road, pipe and         1994                  6            950                7,000,000        2,300,000
       drainage system
2)     Fence: Concrete Block with iron        1995                  6           2,880               2,700,000          810,000
       structure
3)     Wooden mill/ 1 Storey Building         1996                 4.5          2,200                440,000           130,000
4)     Garbage house/ 1 Storey                2010                 18           3,744                400,000           360,000
       Building


                                                                                                                            80
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                                                                                               Replacement
                                                Year          Remaining         Floor        Replacement
                                                                                                               Cost New Less
                     Asset                   Construction     Useful Life       Area          Cost New
                                                                                                               Depreciation
                                              Completed        (Years)         (Sq.m.)          (THB)
                                                                                                                   (THB)
5)    Oil storage building                     1996                 6           3,750                120,000            36,000
                                     Total (THB)                                                  11,260,000         3,636,000
                                  Rounded To (THB)                                                11,300,000         3,600,000

(3)    Machinery and equipment
       AA has appraised value of machines and equipment of 86 items by using cost approach which taking into
       account of the revenue of manufacturers and dealers along with information from customer and the company
       itself. The estimation is then further adjusted with depreciation. The appraisal of machines and equipment by
       AA is presented below.

  Table 64: Summary of the appraisal of LHK’s machinery and equipment were based on the cost approach by AA
                                                                                   Replacement Cost New
                 Asset                          Replacement Cost New (THB)
                                                                                   Less Depreciation (THB)
Machinery and equipment 86 items                                  443,020,000                     148,431,000

(4)    Vehicles
       AA has appraised value of vehicles of 46 items by using the market comparison approach which AA has selected
       the vehicles in a similar physical characteristics as the assets being appraised for benchmarking by taking
       various factors into consideration. The estimate is then further adjusted. The vehicles values appraised by AA
       are shown in the following table:

    Table 65: Summary of the appraisal of LHK’s vehicles were based on the market comparison approach by AA
                     Asset                             Replacement Cost New (THB)      Fair Market Value (THB)
Vehicles 46 items                                                          30,503,000                29,973,000

Summary of the appraisal of LHK’s assets by AA

                               Table 66 : Summary of the appraisal of LHK’s assets by AA
                            Asset                        Replacement Cost New (THB)                    Appraised Value (THB)
1.     Land 23 – 2 – 77 rai                                                  152,700,000                          152,700,000
2.     Building 46 items                                                     129,200,000                           69,600,000
       land improvements 5 items                                              11,300,000                             3,600,000
3.     Machinery and equipment 86 items                                      443,020,000                          148,431,000
4.     Vehicles 46 items                                                      30,503,000                           29,973,000
                            Total                                            766,723,000                          404,304,000
                        Rounded To                                           767,700,000                          404,300,000

Summary of the appraisal of LHK’s assets by BROOKE
BROOKE has appraised value of LHK’s assets as follows:
(1) 8 plots of lands with total area of 23-2-77 rais which deducted by 5 – 3 – 12 rais of the land are located near the
    transmission lines therefore there are only 17 – 3 – 65 land spaces available for the appraisal.
(2) Building and improvements 12 items
(3) Machinery and equipment 90 items
(4) Vehicles 46 items

BROOKE has apprised the value of asset presented above by cost approach which is the sum total of the following
items.


                                                                                                                           81
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

   Market value of the land: BROOKE has selected the lands in a similar zoning as the land being appraised for
    benchmarking by taking various factors into consideration including location, size of lands, land shape and soil
    type, quality and timing of the improvements nearby. The estimate is then adjusted by Weighted Quality Score
    (WQS) approach.
   The replacement cost (new) of improvements deducted by depreciation: BROOKE has estimated the number of
    each part of the building including pillar, counterpoise, wall, and roof. The estimate is then multiplied with price
    per unit of each part and further adjusted for all elements of accrued depreciation including physical depreciation,
    functional and/or external obsolescence.
   The replacement cost (new) of machines and improvements by considering the cost (new) from dealers’ invoice
    documents along with other information and further adjusted for all elements of accrued depreciation including
    physical depreciation, functional and/or external obsolescence.
   Market value of vehicles which is based on the market information of similar or comparable assets

Details of the asset appraisal of LHK by BROOKE are summarized as follows:




                                                                                                                     82
  The opinions of IFA on the acquisition and disposition of assets and the connected transactions
  (For the purpose of translation only)

  (1)    Land
                                 Table 67: Summary of the appraisal of LHK’s land was based on the market comparison approach by BROOKE
   Description                    Asset                    Data 1                  Data 2                Data 3               Data 4              Data 5
Property Type              Land and building           Vacant Land             Vacant Land           Vacant Land           Vacant Land        Vacant Land
Location                 No. 66/1 Soi Suksawat       Soi Suksawat 74        Soi Suksawat 78        Soi Suksawat 74       Soi Suksawat 84     Soi Suksawat 74
                            76Suksawat Rd.             Suksawat Rd.            Suksawat Rd.          Suksawat Rd.      (Soi Wat Koo Sang),    Suksawat Rd.
                                                                                                                           Suksawat Rd.
Land Area                   23 – 2 – 77 rai             8 – 0 – 0 rai          6 – 2 – 84 rai         7 – 0 – 0 rai        12 – 2 – 0 rai     10 – 2 – 0 rai
                             (9,477 sq.wah)           (3,200 sq.wah)          (2,684 sq.wah)        (2,800 sq.wah)        (5,000 sq.wah)     (4,200 sq.wah)
Shape                           Polygon                 Rectangular             Rectangular           Rectangular           Rectangular       Rectangular
Frontage                         ~ 76 m.                 ~ 110 m.                  ~ 75 m.               ~ 80 m.             ~ 100 m.            ~ 80 m.
Grade                                                                 Embanked, ground level balance with main road
Distance from                  ~ 1,500 m.                ~ 800 m.                ~ 1,400 m.            ~ 1,000 m.            ~ 800 m.           ~ 600 m.
Main Road
Road width                                                                                          10 m.
(included road
shoulder)
Road width                                                                                      6 m./ Concrete
/Road surface
Facilities                                                                     electric power/ running water/ telephone
City zone                                                                    Industrial and Warehouse Zone (Purple Zone)
Location                             -                      Comparable               Comparable            Comparable       Comparable        Comparable
Potential                            -                      Comparable               Comparable            Comparable       Comparable        Comparable
Physical                             -                       Superior                   Superior              Superior       Superior          Superior
characteristics
Offering price                       -                         30,000                   28,000                   28,000       30,000                -
(THB/sq.wah)
Selling Price                        -                             -                        -                       -           -                25,000
(THB/sq.wah)
Date                            Oct 2012                      Oct 2012                 Oct 2012                  Oct 2012    Oct 2012           Mar 2012




                                                                                                                                                          83
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                     Table 68 : Weighted Quality Score for the appraisal of LHK’s land by BROOKE
                           Weight
                                          Asset         Data 1        Data 2         Data 3    Data 4           Data 5
                             (%)
Average price (THB/sq.wah)                              30,000        28,000         28,000    30,000           25,000
Adjusted price (%)                                        80%           85%           85%        80%             100%
Average price after the adjustment (THB/sq.wah)         24,000        23,800         23,800    24,000           25,000
Location                    15%             3              3             3              3         3                3
Transportation               15%            3              3             3              3         3                3
Facilities                   15%            3              3             3              3         3                3
Potential                    15%            3              3             3              3         3                3
Physical                     15%            4              4             4              4         4                4
characteristics
Land Area                    25%            3              4             4              4         4               4
Weighted score              100%           315            340           340            340       340             340
Adjusted ratio                              1           0.9265        0.9265         0.9265     0.9265          0.9265
Adjusted price                              -           22,235        22,050         22,050    22,235           23,162
Weight Level                              100%            20%           20%            20%       20%             20%
Weighted average price                   22,346          4,447         4,410          4,410     4,447           4,632
Fair Market Value (THB/sq.wah)           22,000
(Rounded To )
Remark: Rating scale: 1 is low, 2 is fair, 3 is medium, 4 is good, 5 is excellent

Summary of the appraisal of LHK’s land of 17 – 3 – 65 rai (after deducted by 5 – 3 – 12 rais of the land are located near
the transmission lines) by BROOKE is THB 157,630,000.

(2)     Building and improvements

                           Table 69: Summary of the appraisal of LHK’s building and improvements
                                        were based on the cost approach by BROOKE
                                  Asset                                 Replacement Cost New           Appraised Value
 Building
 1. Office Building No.1, totaling area 880 sq.m.
     @ 12,000 THB/ sq.m.                                                             10,560,000 THB
     Less Depreciation 57%                                                            6,019,200 THB       4,540,800 THB
 2. Office Building No.2, totaling area 340 sq.m.
     @ 12,000 THB/ sq.m.                                                               4,080,000 THB
     Less Depreciation 48%                                                             1,958,400 THB      2,121,600 THB
 3. Factory No.1 and No.2, totaling area 5,500 sq.m.
     @ 12,000 THB/ sq.m.                                                             66,000,000 THB
     Less Depreciation 60%                                                           39,600,000 THB     26,400,000 THB
 4. Factory No.3, totaling area 3,744 sq.m.
     @ 12,000 THB/ sq.m.                                                             44,928,000 THB
     Less Depreciation 51%                                                           22,913,280 THB     22,014,720 THB
 5. Factory No.4 and No.5, totaling area 4,540 sq.m.
     @ 12,000 THB/ sq.m.                                                             54,480,000 THB
     Less Depreciation 48%                                                           26,150,400 THB     28,329,600 THB
 6. Factory No.6, totaling area 400 sq.m.
     @ 12,000 THB/ sq.m.                                                               4,800,000 THB
     Less Depreciation 48%                                                             2,304,000 THB    28,329,600 THB
 7. Restroom, totaling area 45 sq.m.
     @ 5,000 THB/ sq.m.                                                                  225,000 THB

                                                                                                                      84
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                             Asset                                           Replacement Cost New             Appraised Value
    Less Depreciation 48%                                                             108,000 THB                117,000 THB
 8. Storage building, totaling area 168 sq.m.
    @ 3,000 THB/ sq.m.                                                                   504,000 THB
    Less Depreciation 6%                                                                  30,240 THB              473,760 THB
 9. Oil storage building , totaling area 32 sq.m.
    @ 3,000 THB/ sq.m.                                                                    96,000 THB
    Less Depreciation 48%                                                                 46,080 THB               49,920 THB
10. Wooden mill, totaling area 200 sq.m.
    @ 2,000 THB/ sq.m.                                                                   400,000 THB
    Less Depreciation 48%                                                                192,000 THB              208,000 THB
                                               Total                                                           86,751,400 THB
 Improvements
 1. Fence and Entrance Door, totaling length 950 m.
    @ 2,500 THB/ m.                                                                    2,375,000 THB
    Less Depreciation 60%                                                              1,425,000 THB              950,000 THB
 2. Road, totaling area 8,500 sq.m.
    @ 1,000 THB/ sq.m.                                                                 8,500,000 THB
    Less Depreciation 60%                                                              5,100,000 THB            3,400,000 THB
                                               Total                                                            4,350,000 THB

(3)    Machinery and equipment

Table 70 : Summary of the appraisal of LHK’s machinery and equipments were based on the cost approach by BROOKE
                    Asset                           Replacement Cost New (THB)          Appraised Value (THB)
Machinery and equipment 90 items                            392,500,000                      115,400,000

(4)    Vehicles

Table 71 : Summary of the appraisal of LHK’s vehicles were based on the market comparison approach by BROOKE
                   Asset                            Replacement Cost New (THB)        Appraised Value (THB)
Vehicles 46 items                                                -                          25,362,000

Summary of the appraisal of LHK’s assets by BROOKE

                             Table 72 : Summary of the appraisal of LHK’s assets by BROOKE
                             Asset                        Replacement Cost New (THB)                   Appraised Value (THB)
1.     Land 17 – 3 – 65 rai*                                                 157,630,000                          157,630,000
2.     Building 10 items                                                     186,073,000                           86,751,400
       Improvements 10 items                                                   10,975,000                            4,350,000
3.     Machinery and equipment 90 items                                      392,500,000                          115,400,000
4.     Vehicles 46 items                                                                -                          25,362,000
                             Total                                           747,078,000                          389,493,400
                         Rounded To                                          747,000,000                          389,500,000
Remark * the remaining land after deducted by the land are located near the transmission lines.




                                                                                                                           85
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

Summary of the appraisal of LHK’s assets by AA and BROOKE

                       Table 72 : Summary of the appraisal of LHK’s assets by AA and BROOKE
                                                            Appraised price by AA       Appraised price by BROOKE
                            Asset
                                                                     (THB)                        (THB )
1.      Land                                                             152,700,000                    157,630,000
2.      Building                                                           73,200,000                    91,101,400
3.      Machinery and equipment                                          148,431,000                    115,400,000
4.      Vehicles                                                           29,973,000                    25,362,000
                            Total                                        404,304,000                    389,493,400
                        Rounded To                                       404,300,000                    389,500,000

b)      Asset of AUTO

The asset appraisal of AUTO by AA
Type of Asset             : Land, building, land improvements, machines & equipment, vehicles are listed as
                             follow;
                              1. 2 plots of land totaling 9-1-24 rai
                              2. 5 buildings and 2 land improvements
                              3. Machinery and equipment totaling 56 items
                              4. Vehicles totaling 13 items
                                   Remark: Excluded from the appraisal are furniture, office equipment, computer equipment and
                                           software, supplies, materials on hand, inventories, company records and any current or
                                           intangible assets that might exist.
Location                       :   No.700/650 Moo 1, Amata Nakorn Industrial Estate (Chonburi) Phase 7, Bangna -Trad
                                   Rd., (Highway No. 34, between Kilometer Stations 57-58), Panthong, Chonburi
Title                          :   Title deed No. 22462 has been developed with factory and office buildings on the land
                                   while the title deed No.29759 is a free space.
Condition                      :    Most lands are filled to reach the same level as the roads in front.
                                    Machines and equipment are well maintained and working with good condition.
                                    Vehicles are well maintained and working with good condition.
Owner                          :   Auto Metal Company Limited
Obligation                     :   All Land titles are pledged acollateral with financial institutions

AA has appraised value of the lands and vehicles by using the market comparison approach and has appraised value of
the land improvements and machines & equipment by using the cost approach (the replacement cost (new) of assets
deducted by depreciation). Details of the asset appraisal of AUTO by AA are summarized as follows:

(1)     Land
        AA has appraised value of the land by using the market comparison approach which AA has selected the lands
        in a similar zoning as the land being appraised for benchmarking by taking various factors into consideration
        including location, size of lands, land shape and soil type, quality and timing of the improvements nearby. The
        estimate is then further adjusted. The land values appraised by AA are shown in the following table:

       Table 73: Summary of the appraisal of AUTO’s land was based on the market comparison approach by AA
Description                Asset                   Data 1                    Data 2                  Data 3
Property Type       Land and buildings in     Land in Industrial    Land in Industrial Estate  Land in Industrial
                      Industrial Estate            Estate                                            Estate
Location               Amata Nakorn            Amata Nakorn          Thong Glow Industrial    Well Grow Industrial
                      Industrial Estate       Industrial Estate              Estate                  Estate
                         (Chonburi)              (Chonburi)
Land Area (rai)             7.31                      5                        3                       6

                                                                                                                              86
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


Description                 Asset                          Data 1                      Data 2                          Data 3
Grade                                                      Ground level balance with main road
Shape/ Frontage      Rectangular/ ~115 m.         Rectangular/ ~ 60 m.        Rectangular/ ~ 40 m.             Rectangular/ ~ 60 m.
Facilities                                              electric power/ running water/ telephone
City zone                                                                   -
Date                                                      Sep 2012                   Sep 2012                         Sep 2012
Offering price                                      5,900,000 THB/rai           3,800,000 THB/rai                8,000,000 THB/rai
Selling price                                                  -                          -                                -
Value Adjustments                                 Description       Adj.     Description        Adj.           Description       Adj.
Type of Transaction                               Offer for sale   -15%      Selling Price      -5%            Selling Price    -10%
Offering Date                                    Sep 2012                     Sep 2012                          Sep 2012
Total Value Adjustments                                            -15%                         -5%                             -10%
Adjusted Value (THB/rai)                                 5,015,000                   3,610,000                        7,200,000
Location                                            Similar         0%         Inferior        +10%             Superior       -30%
Land Area                                           Similar         0%         Similar          0%               Similar        0%
Grade                                               Similar         0%         Similar          0%               Similar        0%
Shape/ Frontage                                     Similar         0%         Similar          0%               Similar        0%
Facilities                                          Similar         0%         Inferior        +30%              Similar        0%
City zone                                           Similar         0%         Similar          0%               Similar        0%
Total Physical Adjustments                                          0%                         +40%                            -30%
Final Adjusted Value (THB/rai)                           5,015,000                   5,054,000                        5,040,000
Weight Level                100%                             40%                        30%                              30%
Fair Market               5,034,200                      2,006,000                   1,516,200                        1,512,000
Value (THB/rai)
Rounded To                5,000,000
(THB/rai)

In conclusion, AA appraised the land with an area of 9 – 1 – 16 rai owned by AUTO at THB 46,450,000, which is
rounded to THB 46,500,000.


(2)    Buildings and land improvements
       AA had appraised value of 5 buildings and 2 land improvements by using cost approach through the separating
       estimation of the replacement cost (new) of improvements such as pillar, foundation base, beam, floor, ceiling,
       exterior and interior walls, doors, windows etc. This method is taking into account of the present costs of
       construction materials, labor cost, production tools, operating expenses, profit and fees excluding overtime or
       compensations and adjusting price of material and equipment. The estimate is then further adjusted with
       depreciation. The appraisal of building and land improvements of AUTO by AA is presented as below.

                     Table 74: Summary of the appraisal of AUTO’s building and land improvements
                                       were based on the cost approach by AA
                                                                                                                   Replacement
                                                Year          Remaining          Floor        Replacement
                                                                                                                   Cost New Less
                     Asset                   Construction     Useful Life        Area          Cost New
                                                                                                                    Depreciation
                                              Completed        (Years)          (Sq.m.)          (THB)
                                                                                                                       (THB)
 Building
1) Office Building and Factory/                Oct 2006           34.1          3,115             30,000,000            25,500,000
    1 Storey Building with                     Jun 2009           36.7          3,855             35,300,000            32,400,000
    mezzanine                                 (Expanded
                                               building)
2)    Canteen / 1 Storey Building              Oct 2006           24.1           132                860,000                690,000
3)    Restroom/ 1 Storey Building              Oct 2006           24.1            36                400,000                320,000

                                                                                                                                87
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                                                                                               Replacement
                                                Year          Remaining          Floor        Replacement
                                                                                                               Cost New Less
                     Asset                   Construction     Useful Life        Area          Cost New
                                                                                                                Depreciation
                                              Completed        (Years)          (Sq.m.)          (THB)
                                                                                                                   (THB)
4)    Room of feed pump                      Oct 2006             24.1            30                 310,000           250,000
5)    Guardhouse                             Oct 2006             24.1            10                 160,000           130,000
                                     Total (THB)                                                  67,030,000        59,290,000
                                  Rounded To (THB)                                                67,000,000        59,300,000
 land improvements
1) Garage                                    Oct 2006             14.1           175               7,000,000         2,300,000
2) Road                                      Oct 2006             14.1          4,500              4,300,000         3,000,000
    Fence and entrance door                  Oct 2006             14.1           350               1,100,000           770,000
                                     Total (THB)                                                   5,482,000         3,827,000
                                  Rounded To (THB)                                                 5,500,000         3,800,000

(3)    Machinery and equipment
       AA has appraised value of machines and equipment of 56 items by using cost approach which taking into
       account of the revenue of manufacturers and dealers along with information from customer and the company
       itself. The estimation is then further adjusted with depreciation. The appraisal of machines and equipment by
       AA is presented below.

 Table 75: Summary of the appraisal of AUTO’s machinery and equipment were based on the cost approach by AA
                                               Replacement Cost              Replacement Cost New
                   Asset
                                                   New (THB)                 Less Depreciation (THB)
Machinery and equipment 56 items                      247,426,000                                 191,961,000

(4)    Vehicles
       AA has appraised value of vehicles of 13 items by using the market comparison approach which AA has selected
       the vehicles in a similar physical characteristics as the assets being appraised for benchmarking by taking
       various factors into consideration. The estimate is then further adjusted. The vehicles values appraised by AA
       are shown in the following table:

   Table 76: Summary of the appraisal of AUTO’s vehicles were based on the market comparison approach by AA
                       Asset                        Replacement Cost New (THB)       Fair Market Value (THB)
Vehicles totaling 13 items                                              30,503,000                  29,973,000

Summary of the appraisal of AUTO’s assets by AA

                             Table 77 : Summary of the appraisal of AUTO’s assets by AA
                           Asset                       Replacement Cost New (THB)                     Appraised Value (THB)
1.     Land 9 – 1 – 16 rai                                                 46,500,000                               46,500,000
2.     Building 5 items                                                   67,000,000                               59,300,000
       land improvements 5 items                                            5,500,000                                3,800,000
3.     Machinery and equipment 56 items                                 247,426,000                               191,961,000
4.     Vehicles 13 items                                                  12,300,000                               11,800,000
                           Total                                        378,726,000                               313,361,000
                        Rounded To                                      379,000,000                               313,000,000

Summary of the appraisal of AUTO’s assets by BROOKE
BROOKE has appraised value of AUTO’s assets as follows:
(1) 2 plots of lands with total area of 9-1-16 rais.


                                                                                                                           88
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

(2)   Building and improvements 9 items
(3)   Machinery and equipment 65 items
(4)   Vehicles 13 items

BROOKE has apprised the value of asset presented above by cost approach which is the sum total of the following
items.
 Market value of the land: BROOKE has selected the lands in a similar zoning as the land being appraised for
    benchmarking by taking various factors into consideration including location, size of lands, land shape and soil
    type, quality and timing of the improvements nearby. The estimate is then adjusted by Weighted Quality Score
    (WQS) approach.
 The replacement cost (new) of improvements deducted by depreciation: BROOKE has estimated the number of
    each part of the building including pillar, counterpoise, wall, and roof. The estimate is then multiplied with price
    per unit of each part and further adjusted for all elements of accrued depreciation including physical depreciation,
    functional and/or external obsolescence.
 The replacement cost (new) of machines and improvements by considering the cost (new) from dealers’ invoice
    documents along with other information and further adjusted for all elements of accrued depreciation including
    physical depreciation, functional and/or external obsolescence.
 Market value of vehicles which is based on the market information of similar or comparable assets

Details of the asset appraisal of AUTO by BROOKE are summarized as follows:




                                                                                                                     89
  The opinions of IFA on the acquisition and disposition of assets and the connected transactions
  (For the purpose of translation only)

  (1)    Land
                               Table 78: Summary of the appraisal of AUTO’s land was based on the market comparison approach by BROOKE
   Description                   Asset                    Data 1                Data 2                  Data 3             Data 4                          Data 5
Property Type             Land and building           Vacant Land            Vacant Land             Vacant Land        Vacant Land                     Vacant Land
Location                 No. 700/650, Moo1,          Amata Nakorn           Amata Nakorn            Amata Nakorn       Amata Nakorn                    Amata Nakorn
                       Amata Nakorn Industrial      Industrial Estate      Industrial Estate       Industrial Estate  Industrial Estate               Industrial Estate
                      Estate (Chonburi) Phase 7,  (Chonburi) Phase 7,    (Chonburi) Phase 8, (Chonburi) Phase 10, (Chonburi) Phase 8,               (Chonburi) Phase 8,
                             Sukumvit Rd.             Sukumvit Rd.           Sukumvit Rd.            Sukumvit Rd.       Sukumvit Rd.                    Sukumvit Rd.
Land Area                    9 – 1 – 16 rai            5 – 0 – 0 rai          5 – 0 – 0 rai          10 – 0 – 0 rai     10 – 0 – 0 rai                  10 – 0 – 0 rai
Building Area                 7,178 sq.m.                    -                      -                      -                  -                               -
Shape                           Polygon                Rectangular            Rectangular             Rectangular        Rectangular                    Rectangular
Frontage                       ~ 112 m.                 ~ 100 m.               ~ 100 m.                ~100 m.            ~ 100 m.                        ~ 100 m.
Grade                                                                 Embanked, ground level balance with main road
Distance from                                                                     Adjacent to main road
Main Road
Road width                                                                                          24 m.
(included road
shoulder)
Road width /                                                                                   12 m./ Asphalt
Road surface
Facilities                                                                      electric power/ running water/ telephone
City zone                                                                     Industrial and Warehouse Zone (Purple Zone)
Location                             -                      Comparable                Comparable            Comparable            Comparable           Comparable
Potential                            -                      Comparable                Comparable            Comparable            Comparable           Comparable
Physical                             -                      Comparable                Comparable            Comparable             Superior             Superior
characteristics
Offering price                      -                    6,500,000 THB/rai         7,000,000 THB/rai        7,000,000 THB/rai   7,000,000 THB/rai            -
Selling Price                       -                            -                         -                        -                   -            6,500,000 THB/rai
Date                            Oct 2012                     Oct 2012                  Oct 2012                 Oct 2012            Oct 2012             Mar 2012




                                                                                                                                                                 90
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)

                    Table 79 : Weighted Quality Score for the appraisal of AUTO’s land by BROOKE
                          Weight
                                         Asset         Data 1        Data 2        Data 3     Data 4             Data 5
                             (%)
Average price (THB/rai)                              6,500,000 7,000,000        7,000,000 7,000,000             6,500,000
Adjusted price (%)                                      90 %          85%           85%        80%                100%
Average price after the adjustment (THB/rai)         5,850,000 5,950,000        5,950,000 5,950,000             6,500,000
Location                    15%            3              3             3             3          3                  3
Transportation              15%            3              3             3             3          3                  3
Facilities                  15%            3              3             3             3          3                  3
Potential                   15%            4              4             4             4          4                  4
Physical                    20%            4              4             4             4          4                  4
characteristics
Land Area                   20%            3              3             3             3          3                   3
Weighted score              100%          335            335           335           335        335                 335
Adjusted ratio                             1           1.0000        1.0000        1.0000     1.0000              1.0000
Adjusted price                             -         5,850,000 5,950,000        5,950,000 5,950,000             6,500,000
Weight Level                             100%           20%           20%           20%        20%                 20%
Weighted average price                6,040,000      1,170,000 1,190,000        1,190,000 1,190,000             1,300,000
Fair Market Value (THB/rai)           6,000,000
(Rounded To )
Remark: Rating scale: 1 is low, 2 is fair, 3 is medium, 4 is good, 5 is excellent

Summary of the appraisal of AUTO’s land of 9 – 1 – 16 rai by BROOKE is THB 55,740,000.

(2)     Building and improvements

                          Table 80: Summary of the appraisal of AUTO’s building and improvements
                                         were based on the cost approach by BROOKE
                                     Asset                                Replacement Cost New             Appraised Value
 Building
 1. Factory and office building No.1, totaling area 3,115 sq.m.
     @ 12,000 THB/ sq.m.                                                                 37,380,000 THB
     Less Depreciation 18%                                                                6,728,400 THB    30,651,600 THB
 2. Factory and office building No.2, totaling area 3,855 sq.m.
     @ 12,000 THB/ sq.m.                                                                 46,260,000 THB
     Less Depreciation 9%                                                                 4,163,400 THB    42,096,600 THB
 3. Canteen, totaling area 132 sq.m.
     @ 5,000 THB/ sq.m.                                                                      660,000 THB
     Less Depreciation 18%                                                                   118,800 THB      541,200 THB
 4. Restroom, totaling area 36 sq.m.
     @ 5,000 THB/ sq.m.                                                                      180,000 THB
     Less Depreciation 18%                                                                    32,400 THB      147,600 THB
 5. Room of feed pump, totaling area 30 sq.m.
     @ 6,000 THB/ sq.m.                                                                      180,000 THB
     Less Depreciation 18%                                                                    32,400 THB      147,600 THB
 6. Guardhouse, totaling area 10 sq.m.
     @ 8,000 THB/ sq.m.                                                                       80,000 THB
     Less Depreciation 18%                                                                    14,400 THB       65,600 THB
                                                Total                                                      73,650,200 THB
 Improvements
 1. Fence and entrance door, totaling length 350 m.

                                                                                                                          91
The opinions of IFA on the acquisition and disposition of assets and the connected transactions
(For the purpose of translation only)


                                 Asset                                          Replacement Cost New       Appraised Value
       @ 8,500 THB/ m.                                                                   875,000 THB
       Less Depreciation 18%                                                             262,500 THB          612,500 THB
 2.    Road, totaling area 4,500 sq.m.
       @ 1,000 THB/ sq.m.                                                                 4,500,000 THB
       Less Depreciation 30%                                                              1,350,000 THB      3,150,000 THB
 3.    Parking Area, totaling area 175 sq.m.
       @ 3,000 THB/ sq.m.                                                                    525,000 THB
       Less Depreciation 30%                                                                 157,500 THB      367,500 THB
                                                      Total                                                 4,130,000 THB

(3)    Machinery and equipment

                   Table 81 : Summary of the appraisal of AUTO’s machinery and equipments
                                 were based on the cost approach by BROOKE
                  Asset                         Replacement Cost New (THB)           Appraised Value (THB)
Machinery and equipment 65 items                          241,200,000                     188,500,000

(4)    Vehicles

 Table 82 : Summary of the appraisal of AUTO’s vehicles were based on the market comparison approach by BROOKE
                   Asset                           Replacement Cost New (THB)           Appraised Value (THB)
Vehicles 13 items                                                -                            9,980,000

Summary of the appraisal of AUTO’s assets by BROOKE

                           Table 83 : Summary of the appraisal of AUTO’s assets by BROOKE
                           Asset                       Replacement Cost New (THB)         Appraised Value (THB)
1.     Land 9 – 1 – 16 rai                                                 55,740,000                  55,740,000
2.     Building 6 items                                                    84,740,000                  73,650,200
       Improvements 3 items                                                 5,900,000                   4,130,000
3.     Machinery and equipment 65 items                                   241,200,000                 188,500,000
4.     Vehicles 13 items                                                             -                  9,980,000
                           Total                                          387,580,000                 332,000,200
                        Rounded To                                        387,600,000                 332,000,000

Summary of the appraisal of AUTO’s assets by AA and BROOKE

                     Table 84 : Summary of the appraisal of AUTO’s assets by AA and BROOKE
                                                           Appraised price by AA      Appraised price by BROOKE
                           Asset
                                                                   (THB)                        (THB )
1.     Land                                                              46,500,000                    55,740,000
2.     Building                                                         63,100,000                      77,780200
3.     Machinery and equipment                                         191,961,000                    188,500,000
4.     Vehicles                                                         11,800,000                       9,980,000
                           Total                                       313,361,000                    332,000,200
                       Rounded To                                      313,000,000                    332,000,000




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