- Translation -

No LL/IR/035/2013

March 11, 2013

Subject: Information concerning asset acquisition of Living Land Capital Public Company
Limited (Additional)

To: Shareholders of Living Land Capital Public Company Limited

According to the Board of Directors’ meeting of Living Land Capital Public Company
Limited (the “Company”) No. 11/2012 held on December 17, 2012 has passed a resolution to
approve the acquisition of 608,000 ordinary shares of Platinum Auto Service Co., Ltd.
(“Platinum”) accounting for 76% of total paid-up shares at Par value of Baht 100 per share
and the purchasing price of Baht 238.48 per share totaling value not exceeding of Baht 145
million from 5 shareholders of Platinum, who have no relationship and/or any connection
with the directors, managements, major shareholders or any control party of the Company.

Later the Board of Directors’ meeting of the Company No.2/2013 on February 22, 2013 has
passed a resolution to approve the acquisition of the remaining 192,000 ordinary shares of
Platinum accounting for 24% of total paid-up shares at Par value of Baht 100 per share and
the purchasing price of Baht 238.48 per share totaling value of Baht 45.79 million from 5
shareholders of Platinum, who have no relationship and/or any connection with the directors,
managements, major shareholders or any control party of the Company. This is occurred after
the Company has successfully negotiated to acquire the remaining shares from the remaining
shareholders of Platinum.

The transaction is considered an acquisition of assets in accordance with the Notification of

the Capital Market Supervision Board No. Tor Jor. 20/2551 Re: Rules for Significant
Transactions Constituting an Acquisition or Disposal of Assets and the Notification of the
Stock Exchange of Thailand Re: Disclosure of Information and Practice of Listed Companies
Concerning the Acquisition and Disposition of Assets B.E. 2547 ("the Notification of the
Acquisition or Disposition of Asset")

The details of the transaction are as follows:

1) The Information Memorandum under Schedule 1

(1) Transaction date

With in February 28, 2013

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(2) The parties involved and the relationship with the Company

Buyer : Living Land Capital Plc.

Seller : Current shareholders of Platinum Auto Service Co., Ltd.
Relationship : Both parties have no relationship and/or any connection with
the directors, managements, major shareholders or any control
party of the Company.

Shareholders of Platinum who will sell shares are as follows:

Name of shareholders No. of shares Shareholding
(shares) Portion (%)
1. Mrs. Pornwipa Wongpaitoonpiya 50,000 6.25%
2. Miss Prawnapas Laesamaranont 40,000 5.00%
3. Miss Panarai Patarachaipongs 40,000 5.00%
4. Miss Viranpat Patarachaipongs 40,000 5.00%
5. Prince Grand Co., Ltd. 22,000 2.75%
Total 192,000 24.00%

(3) The general characteristic of the transaction, total value of the consideration and
details of the acquired asset

3.1 General characteristic of the transaction

The Company shall enter the acquisition of 192,000 ordinary shares of Platinum Auto Service
Co., Ltd. (“Platinum”) accounting for 24% of total paid-up shares at Par value of Baht 100 per
share for total value of exceed Baht 45.79 million.

3.2 Total value of consideration

The transaction is considered an acquisition of assets in accordance with the Notification of

the Capital Market Supervision Board No. Tor Jor. 20/2551 Re: Rules for Significant
Transactions Constituting an Acquisition or Disposal of Assets and the Notification of the
Stock Exchange of Thailand Re: Disclosure of Information and Practice of Listed Companies
Concerning the Acquisition and Disposition of Assets B.E. 2547 ("the Notification of the
Acquisition or Disposition of Asset"). The transaction size as referring to the consolidated
financial statement of the Company as of December 31, 2012 accounts for 27.76% of the
Company’s total consolidated assets, which is lower than 50% but higher than 15%. Hence, it
is considered as Type 2 Transaction regarding the Notification of the Acquisition or
Disposition of Asset, which is required the Company to send the information memorandum of
the transaction to the shareholders within 21 days from the date the Company discloses the
transaction to the SET.

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 Details of the calculation of the transaction size are as follows:

 Financial information
(Unit: Baht million) LL LL Platinum Platinum
As of As of As of October As of December 31,
September December 31, 31, 2012* 2012**
30, 2012 2012
Total Assets 719.52 751.11 278.88 282.30
Intangible Asset 2.82 2.67 0.37
Total Liabilities 413.47 377.63 190.84 193.86
Non-Controlling Interests 0.00 0.00
Net Tangible Asset (NTA) 303.23 370.82 88.04 88.07
Net Profit (4 latest consecutive Net loss Net loss 4.72 5.01
quarters)
Note: * Referred to the internal financial statement of Platinum as of October 31, 2012
** Referred to the internal financial statement of Platinum as of December 31, 2012

 Calculation of the transaction size

(1) Transaction size of acquiring 76% shareholding portion of Platinum, which
occurred within 6 months before the approval by the Board of Directors to enter
this transaction is 22.06% of total assets as per the financial statement as of
September 30, 2012
Formula* Transaction size (%)
1. Net Tangible Asset (NTA) NTA of Platinum x 76% / NTA 22.06%
of LL
2. Net profit (4 latest consecutive Net profit of for 4 latest Not applicable since
quarters) consecutive quarters of Platinum LL had net loss
x 76% / Net profit of for 4 latest
consecutive quarters of LL
3. The Value of Consideration Consideration for Platinum 20.15%
shares/ Total assets of LL
4. The Value of securities which Not applicable as the Company Not applicable since
are issued by the listed company makes a payment by cash the Company makes a
for the acquisition of assets payment by cash

(2) Transaction size of acquiring 24% shareholding portion of Platinum, which was
the approval by the Board of Directors this time is 6.10% of total assets as per the
financial statement as of December 31, 2012
Formula Transaction size (%)
1. Net Tangible Asset (NTA) NTA of Platinum x 24% / NTA of 5.70%
LL
2. Net profit (4 latest consecutive Net profit of for 4 latest Not applicable since LL
quarters) consecutive quarters of Platinum x had net loss
24% / Net profit of for 4 latest
consecutive quarters of LL
3. The Value of Consideration Consideration for Platinum shares/ 6.10%
Total assets of LL
4. The Value of securities which are Not applicable as the Company Not applicable since the
issued by the listed company for makes a payment by cash Company makes a
the acquisition of assets payment by cash

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 (3) Total transaction size of acquiring 100% shareholding portion of Platinum,
(including the acquisition of 24% this time and the acquisition of 76% within 6
months before the approval by the Board of Directors to enter this transaction) is
27.76%

(4) Details of the acquired assets

192,000 ordinary shares of Platinum Auto Service Co., Ltd. (“Platinum”) accounting for 24%
of total paid-up shares at Par value of Baht 100 per share.

Business of Platinum

Type of Business Platinum was established in 2010 by Mr. Anupong
Kuttikul. It provides full services of vehicle rental for short-
term and long-term and providing vehicle allocation plan for
small, medium and large enterprises, including listed
companies. The strength point is its quick service within 24
hours. However, most of the company’s clients are engaged in
long-term rent of around 3-5 years.
As of 31 December 2012, the company has total 146
vehicles for rent that can be classified as follow:
1) High price vehicles (Super Car) – 9 units
2) Middle price vehicles - more than Baht 1 million – 74
units
3) Low price vehicles -less than Baht 1 million (Economy
Car) – 63 units
Vehicles in type 1 and 2 are mostly used for the
management of companies, while vehicles in type 3 are
suitable for managers or general employees.

Moreover, Platinum planed to diversify its rental business

into other types of vehicles including heavy machinery such as
tractors in the future.
Head Office 272 Soi, Watchannok, Rama 3 Road, Bangkhorlaem, Bangkok
10210
Total Registered and Paid- Baht 80,000,000
up Capital
Par Value Baht 100 per share

 Board of Directors
As of January 15, 2013
1) Mr. Anupong Kuttikul1/
2) Mr. Pongpan Sajawattana1/
3) Mr. Narongchai Jidmaleerat2/
Note
1/ Both of the directors are former directors and the managements of Platinum.
Especially Mr.Anupong who is the founder, will maintain the position of a director
and management of Platinum.
2/ The director appointed by Company after acquiring 76% of total paid-up shares of
Platinum.

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  Shareholders
As of January 2, 2013
Name of shareholders No. of shares Shareholding
(shares) portion (%)
1. Living Land Capital Plc. 608,000 76.00%
2. Mrs. Pornwipa Wongpaitoonpiya 50,000 6.25%
3. Miss Prawnapas Laesamaranont 40,000 5.00%
4. Miss Panarai Patarachaipongs 40,000 5.00%
5. Miss Viranpat Patarachaipongs 40,000 5.00%
6. Prince Grand Co., Ltd. 22,000 2.75%
Total 800,000 100.00%

 Financial statement

(Unit: Baht million) 2009 2010 2011 2012

(Unaudited)
Cash and cash equivalent 6.04 2.32 2.91 1.67
Account receivables* 3.66 15.10 11.96 13.27
Land, building, vehicles & 140.79 137.00 157.08 244.47**
equipment
Total assets 155.15 157.45 178.89 282.30
Account payables 1.09 2.08 3.01 2.32
Long term debts under hire- 75.51 75.86 98.20 109.91
purchase contracts
Total Liabilities 85.04 86.16 107.02 193.86
Total Registered and Paid-up 80.00
Capital 70.00 70.00 70.00
Retained earning 0.10 1.29 1.87*** 8.44
Shareholders’ Equity 70.10 71.29 71.87 88.44
Total Revenues 44.38 48.18 50.38 80.76
Cost of Services 28.08 31.99 34.24 52.80
Selling and Administrative 14.36
Expenses 8.94 9.11 8.67
Net Profit (Loss) 1.02 1.19 1.47 5.01
Net Profit per Share 1.46 1.70 2.10 6.26
Book Value per Share 100.14 101.85 102.68 110.55
Remark * Platinum had averaged collection days around 30 days and had no loss debt. **
Most of assets were vehicles. In year 2012, the company purchased 40 units
of vehicles in addition.
*** In year 2011, Platinum paid dividend of Baht 1 million.

In 2012, Platinum added vehicles for rent from 109 units at the end of 2011 to 146 units at the
end of 2012 in order to serve for the increasing demand of clients and it has revised the
portfolio by reducing number of trucks which has high expenses of maintenance to be general
vehicles which has lower cost of maintenance. So, in year 2012, Platinum has reduced trucks
for rent to be 23% of total vehicles (from 55% in 2011). Therefore, Platinum has reduced cost
of services from 70% of revenues from sales and services to be 65% which induced higher
gross profit.
 Legal dispute and lawsuit
From due diligence, Platinum is a plaintiff in a lawsuit with one of clients, as it was
default in rental and service repayment, also making vehicle ruins. The contract was

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 cancelled and Platinum has claimed this debtor to pay for the damages in the amount
of Baht 1,043,932.65.
 Risks
- Although vehicle rental and services business is quite new for the Company as it
has no experience, however, the existing directors and the management of
Platinum who has expertise in this business will remain to manage in Platinum in
the future as they will also hold the portion in Platinum. The acquisition of shares
is processed as long term alliance. Therefore there will be the human resource to
operate the business in the future. In addition, after having 100% shareholding in
Platinum, the Company shall appoint 1 management and director to be a director
of the Company.
- Risks from cost of vehicles are occurred when most of rental contracts of Platinum
are processed as hire purchase. The outstanding debt has high value by this type of
contracts. So, Platinum has managed its risks by trying to make contracts with the
clients to back with those hire-purchase contracts in long term. The rental and
service income are determined properly with total cost-plus pricing. The
thoroughly data are collected to ensure that Platinum has enough margin for each
rental contract.

(5) Total value of consideration and basis to determine the value of consideration

The Company shall enter the acquisition of 192,000 ordinary shares of Platinum accounting
for 24% of total paid-up shares at Par value of Baht 100 per share and the purchasing price of
Baht 238.48 per share totaling value not exceeding of Baht 45.79 million. The purchasing
price is equal to the earlier purchasing price of 76% of total paid-up shares of Platinum, which
already settled on January 2, 2013. Such price is also higher than the book value of Platinum
(based on 76% shareholding portion) as of December 31, 2012, which is Baht 21.22 million
and lower than the fair value evaluated by the independent financial advisor, which is Baht
53.64 million (based on 24% shareholding portion) by using Discounting Cash flow
Approach: DCF) with the assumptions and financial projection as follow:

(Million Baht) 2013 2014 2015 2016 2017

Revenues from rental and services 99.77 116.65 127.61 135.11 143.16
Number of vehicles for rent 167 193 212 223 235
Cost of service 59.86 69.99 76.57 81.07 85.89
Portion of Revenues from rental and services 60.00% 60.00% 60.00% 60.00% 60.00%
Gross margin 42.23 49.37 54.01 57.19 60.59
Selling and administration expenses 15.95 17.5 18.59 19.4 20.26
Growth of selling and administration
23.84% 9.72% 6.23% 4.36% 4.43%
expenses
Net income (loss) 15.38 18.49 21.61 24.14 26.39
EBITDA 76.46 86.65 95.28 104.36 40.63
 Platinum is in the stage of growth as it has expertise in this business for around 5
years and it is able to serve with the clients’ demand appropriately, so that the
number of vehicles for rent has surged quickly in year 2012.
 The Company projected that number of vehicles for rent will increase by 20%,
15%, 10% and 5% during the year 2013 – 2017 respectively because the demand
of the clients has continuous increased. Meanwhile, the portfolio of the company
is quite small with the market share of only 0.003% in the rental industry in
Thailand which has total market value of around Baht 20,000 million and total

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 number of vehicles for rent of above 150,000 units. Besides, the Company expects
to have benefit from the opening of Asian Economic Community (AEC) in 2015
as there would be many more foreign companies investing in Thailand which
mainly prefer to rent vehicles because the investment expenses are lower. By the
above assumptions, market share of Platinum would be increase to 0.5 – 0.6 % of
total market share and the Management are confident to meet that target.
 Loans by hire-purchase contracts were granted of around 80% of vehicle price.
The durations were around 5 years and the interest rates were averaged at 4.9% per
annum.
 Depreciation of vehicles is deducted for 7 years and the terminate value is 15% of
original cost. (which accepted by the auditor and Department of Revenue)
 Discount Rate is calculated from WACC of Platinum at around 11 % per annum.
 Terminal Growth rate in the projection is 1% per annum.

At the acquisition price of Platinum in total price of Baht 145 million, with a reference
from the independent financial advisor, the Company would have Internal Rate of Return
(IRR) of around 18% and payback period of around 6 years.
However, after investing in Platinum, the business will generate high yield to the
Company and grant more business opportunities and returns to the Company in the future.
(6) Value of Assets

6.1 Book Value

As per the internal financial statement of Platinum as of December 31, 2012, book value
of 192,000 ordinary shares, which is accounting for 24% of total paid-up shares, is Baht 21.22
million.

6.2 Fair value evaluated by the independent financial advisor

The fair value of Platinum evaluated by the independent financial advisor on December
7, 2012 by using Discounted Cash Flow Approach for 100% shareholding is Baht 223.49
million and 24% shareholding is Baht 53.64 million.

(7) Terms of Payment

The payment for the acquisition of the ordinary shares of Platinum shall be by cash not
exceeding of Baht 45.79 million to the Seller before February 28, 2013.

(8) Benefits of the Transaction

1. The Company will be able to diversify the risks from depending on only property
development business, which causes continuous loss, to the new business, which
generates better return.
2. Car rental could be a supporting business of the main business by providing car
rental to customers of hotels and resorts or residential projects of the Company in
the future and it could be the new and different channels of sell promotion and also
increase more selling channels in long term.
3. Platinum has had net profit during last 3 years with better outlook in the future.
Therefore, if the Company holds 100% shareholding of Platinum, it will be able to
receive all profit and has full control in Platinum.

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(9) Source of Funds

The Company will make a payment for the acquisition of ordinary shares of Platinum in cash
from its working capital, which as of January 31, 2013, there is Baht 127 million (As per the
financial statement as of December 31, 2012, the Company has cash of Baht 205.67 million).
For increased capital approval by Extra General meeting of shareholders no 1/2011 dated 21
September, 2011.

(10) Conditions of Entering the Transaction

Since this transaction is considered the acquisition of assets of a listed company as per the
Notification of the Acquisition or Disposition of Assets with the transaction size under the
authorization of the Board of Directors’ meeting. It is also required the Company to send the
information memorandum of the transaction to the shareholders within 21 days from the date
the Company discloses the transaction to the SET.

(11) Opinion of the Company’s Board of Directors concerning the Transaction

The Board of Directors of the Company has an opinion that the transaction of acquiring
Platinum ordinary shares will benefit the Company and the shareholders of the Company. Due
to it helps to diversify the business risk by entering to a car rental business, which has good
financial performance and has potential to grow in the future. Hence, acquiring 100% shall
allow the Company to get all benefits from recording net profit from Platinum and has fully
control.

(12) Summary of opinions of the Audit Committee and/or Directors of the Company,
which differ from the Opinion of the Board of Directors as per Clause 11

The Audit Committee members did not have any different opinions from those of the Board.

2) General Information of Living Land Capital Public Company Limited

2.1 Background

Living Land Capital Public Company Limited, the former named Siam Fiber Public
Company Limited, operated manufacturing and distributing fiber and nylon. The Company
has been registered in Fashion Sector with the symbol “HTX”. Later the Company faced a
liquidity problem and ceased its business. The Central Bankruptcy Court (“the Court”)
consequently announced the Company to enter the rehabilitation process in 2005 and the
Company’s securities were moved to Non Performing Group (NPG). In 2006, the Company
submitted a rehabilitation plan to the Court. And the Court accepted the plan, which including
the capital decrease, the conversion of debt to equity, liquidation (details are shown in the
Annual Report of 2007) and having new investor, which is Living Land Group to become a
major shareholder.

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 Living Land Group has become a new major shareholder of HTX and successfully
completed the rehabilitation plan on April 3, 2008. The Company’s securities have been
approved by the SET to move to Property Development Sector since August 1, 2008.

Company’s Group Structure

Living Land Capital Plc.

99.99% 99.99% 99.99%

Top Line Living Co., Ltd. Nantapop Co., Ltd. Tangerine Property Co., Ltd.
Registered capital Baht 160 million Registered capital Baht 72.10 Registered capital Baht 50 million
million

49.99%

Top Life Venture Co., Ltd.

Registered capital Baht 0.4 million

Subsidiaries
Consisting of:
1. Top Line Living Co., Ltd.
2. Nantapop Co., Ltd.
3. Tangerine Property Co., Ltd.
4. Top Life Venture Co., Ltd.

 Top Line Living Co., Ltd. was established in 2002 to operate property
development focusing on single house and townhouse for medium level customers,
including, Maneekram project – Phuket, Living Nara / single house –
Ramkhamhang and Rangsit and Baan Poonsin – Suvarnabhume. The Company has
invested in 1,600,000 ordinary shares of Top Line Living Co., Ltd. with Par value
of Baht 100 per share accounted for 99.99% of total paid-up capital at the total
value of Baht 160,000,000.

 Nantapop Co., Ltd. was established in 1994 to operate property development.

Currently, Nantapop is developing Ruen Chaopraya, which is a project to develop
vacant lands for sales with total project value of Baht 214 million. The Company
has invested in 721,000 shares of Nantapop Co., Ltd. with Par value of Baht 100
per share accounted for 99.99% of total paid-up capital at the total value of Baht
72,100,000.

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  Tangerine Property Co., Ltd. was established in 2005 to operate property
development. Currently, Tangerine Property is developing hotel and resort project,
such as Bangrak Resort. The Company has invested in 500,000 shares of Tangerine
Property Co., Ltd. with Par value of Baht 100 per share accounted for 99.99% of
total paid-up capital at the total value of Baht 50,000,000.

 Top Line Venture Co., Ltd. was established in June 2005 to operate property
development. Currently, the Company has registered capital of Baht 0.40 million
divided into 4,000 shares at Par value of baht 100 per share. The Company has
49.99% shareholding in this company.

 Platinum Auto Services Co., Ltd. operates car rental services. The Company has
invested in 76% shareholding of Platinum since January 2, 2013.

2.2 Nature of Business

The Company and its subsidiaries engaged in the operation of property development focusing
on residential projects including house, townhouse, commercial building and condominium
located mainly in the north-east of Bangkok, Rayong, Pathumtani and Phuket.

Low-rise project types (detached house, townhouse, shop house, home office)

The company and its subsidiaries focus on medium to high end customers. The detached
house units are pricing around 3-6 million baht, while townhouse units are pricing around 1.5
– 3.0 million baht, shop house units and home office units are pricing around 2.5-15.0 million
baht. The target group of customers needs their quality of life and good environment,
including full facilities. They require the products that will fulfill their needs and worthwhile
to their value of money, especially when comparing in term of type, size, usable function with
other products in the same area.

High-rise project types (Condominium)

Customer target of condominium units of the company comprised 2 groups, which are
1. The group that seek for residential in downtown and require modern facilities in
transportation and accommodation.
2. The group of employees that seek for their own modern residential when they moved to
work in big cities in provincials.

As of December 31, 2012, there were projects that under developing both in low-rise and
high-rise of 5 projects totalling of 304 units in total project value of 878.40 million baht as
following:

project Type of Operation Location Number Value Project

project company of unit (Million starting date
Baht)
1. Living Nara Single Topline Living Tanyaburi 63 204 Project
Rangsit Phase 2 detached House Pathumthani Completed
2. Living Nara Single Topline Living Tanyaburi 83 343 September
Rangsit Phase 3 detached House Pathumthani 2009

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 3. The Clover Commercial Topline Living Muang, 85 236.40 November
Phuket building / Town Phuket 2007
Hone
4. Poonsin Privacy Commercial Topline Living Ratpattana Rd, 8 23 March
Plus building Bangkok 2012
5. G 28 Apartment LL Soi 65 72 May 2012
Jangwattana
28 Rd,
Bangkok
Total 304 878.40

Remark : Ruen Chaopraya Project has been in the debt restructuring process with KTB by liquidation to repay
debt. Poonsin Privacy Plus Project postponed the plan to begin the projects from October 2011 and November
2011 respectively as many provincial areas of Thailand got affects from the gigantic flood event, therefore real
estate market condition is not good.

2.3 Revenue Structure

2012 2012 2010 Difference

Revenue from sales and Baht % Baht % Baht % Baht %
services million million million million
Single house and town 26.34 6.39 371.73 78.82 78.52 60.50 (293.21) (78.88)
home
Town house and 10.58 2.58 0.90 0.19 15.33 11.81 14.43 1,603.34
commercial building
Condominium 351.66 85.37 51.09 10.83 11.80 9.09 (39.29) (76.91)
Resort 0.82 0.20 0.63 0.13 0.51 0.40 (0.12) (19.05)
Other income 22.51 5.46 47.26 10.02 23.62 18.20 (23.64) (50.03)
Total Revenues 411.91 100.00 471.61 100.00 129.78 100 (341.83) (72.49)

2.4 Shareholders

Top 10 shareholder list as of January 25, 2013, which is the most updated book closing date
.
Name of shareholders No. of shares (%)
(shares)
1. Quest Capital Investment Limited 358,000,000 17.05
2. Falcon 9 Co., Ltd. 135,000,000 8.65
3.Miss Kantima Pornsriniyom 70,000,000 3.33
4. Miss Nattana Jitsrisunan 59,921,900 2.85
5. ThaiNVDR Co., Ltd. 44,697,700 2.13
6. Miss Sarinee Nungjumnong 43,500,000 2.07
7. Mr. Attawut Sujarit 40,500,000 1.93

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 Name of shareholders No. of shares (%)
(shares)
8. Mr.Chayanon Veerayutkosont 37,436,200 1.78
9.Mr. Rungsan Arnan 35,000,000 1.67
10. Mr. Kamol Chirapathama 32,200,000 1.53
Other 1,243,744,200 59.23
Total 2,100,000,000 100.00

2.5 Board of Directors

As of March 5, 2013

Name Position
1. Mr. APICHART CHIRABANDHU CHAIRMAN OF THE BOARD OF
DIRECTORS, INDEPENDENT DIRECTOR
2. Mr. WANCHAI SUBHAPHAYAK CHIEF EXECUTIVE OFFICER
3. Mr. SIRIWAT TOVACHIRAKUL DIRECTOR
4. Mr. VUTTICHAI CHARUCHINDA DIRECTOR
5. Mrs. CHUANPIS CHAIMUEANVONG DIRECTOR
6. Mr. NARONGCHAI JITMALEERAT DIRECTOR
7. Mr. CHAIWAT ASAWINTARANGKUN CHAIRMAN OF AUDIT COMMITTEE /
INDEPENDENT DIRECTOR
8. Mr. PANN KASEMSUP AUDIT COMMITTEE / INDEPENDENT
DIRECTOR
9. Mr. THANYAPONG LIMWONGYUT AUDIT COMMITTEE / INDEPENDENT
DIRECTOR
Source: Company affidavit of the Company

2.6 Summary of Financial Highlight and Analysis of Operational Performance and

Financial Status of the Company and the subsidiaries

 Financial Status/ Balance Sheet

Unit: Baht million 2010 2011 2012
Assets
Current assets
Cash and cash equivalents 15.67 25.16 205.68
Trade and other receivables 1.89 4.17 2.88
Inventories 429.24 349.79 321.12
Other current assets 0.45 0.37 0.34
Total current assets 447.25 379.50 530.03
Non-current assets
Assets transfer to be collateral under repurchase agreement 0.00 171.05 125.05
Investment properties 74.86 74.48 6.72
Property, plant and equipment 8.88 8.58 2.40
Land held for development 454.97 74.84 74.84
Pledged bank deposits 4.46 3.36 1.25
Prepaid leasehold right and land rental 0.00 0.00 1.87
Intangible assets 26.77 30.19 8.96
Total non-current assets 569.94 362.50 221.09
Total assets 1,017.19 742.00 751.11
Liabilities
Current liabilities
Short-term loans 64.00 45.00 45.00
Trade and other payables 161.87 80.44 42.40

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 Unit: Baht million 2010 2011 2012
Advance received from customers 50.05 10.56 3.47
Land payables 53.68 12.42 0.00
Current portion of long-term liabilities 108.47 97.69 142.30
Loans from related persons and parties 7.36 3.77 0.22
Loans from other persons 82.31 50.69 5.00
Payable under cancellation of agreement to buy and to sell of
74.04 34.70 16.89
condominium units
Other current liabilities 35.98 51.92 0.24
Total current liabilities 637.75 387.18 255.52
Non-current liabilities
Hire purchase payables 0.00 0.00 0.00
Long-term loans 12.28 23.64 112.44
Liabilities under debt restructuring agreement 131.22 142.30 0.00
Employee benefit obligations 0.00 1.19 2.39
Other non-current liabilities 7.75 7.47 7.28
Total non-current liabilities 151.25 174.60 122.10
Total liabilities 789.00 561.78 377.63
Shareholders’ equity
Authorized share capital 1,015.00 3,340.00 3,340.00
Issued and paid-up share capital 780.00 780.00 2,100.00
Premium (discount) on share capital 143.47 143.47 (846.53)
Retained earnings (Deficit)
Appropriated - legal reserve 11.35 11.35 11.35
Unappropriated (703.72) (751.70) (888.43)
Different from business combination under common control (2.90) (2.90) (2.90)
Total owners of the Company 228.19 180.22 373.49
Non-controlling interests 0.00 0.00 0.00
Total shareholders' equity 228.19 180.22 373.49
Total liabilities and shareholders' equity 1,017.19 742.00 751.11

 Profit and Loss Statement

Unit: Baht million 2010 2011 2012
Revenues from sales 1,605.41 423.72 105.65
Revenues from services 1.77 0.63 0.51
Cost of sales (1,285.00) (355.29) (102.93)
Cost of services (1.98) (0.62) (0.49)
Gross profit (loss) 320.20 68.45 2.75
Other income 21.56 47.25 23.62
Profit before expenses 341.76 115.70 26.36
Selling expenses (42.37) (34.72) (10.90)
Administrative expenses (93.78) (79.08) (86.23)
Other expenses (38.93) (1.75) (46.00)
Total expenses (175.08) (115.55) (143.13)
Profit (Loss) before finance costs 166.68 0.15 (116.77)
Finance costs (67.37) (48.12) (19.96)
Profit (Loss) for the period 99.31 (47.97) (136.73)
Owners of the Company 99.31 (47.97) (136.73)
Non-controlling interests (0.00) 0.00 0.00
Basic earnings (loss) per share 0.13 (0.06) (0.09)
Weighted average number of shares (share) 780 780 1,547.56

 Cashflow Statement
Unit: Baht million 2010 2011 2012
Net cash provided by (used in) operating activities 952.39 51.17 (177.97)
Net cash provided by (used in) investing activities (1.97) 0.71 76.32

13
Net cash provided by (used in) financial activities (936.39) (42.40) 282.17
Net increase (decrease) in cash and cash equivalents 14.03 9.49 180.52

 Financial Ratio
Unit: Baht million 2010 2011 2012
Current ratio (time) 0.70 0.98 2.07
Gross profit margin (%) 19.92% 16.13% 2.59%
Net profit margin (%) (35.95)% (10.17%) (1.05)%
Return on equity (%) (48.23)% (23.22)% (36.61)%
Return on assets (%) (5.07)% 0.02% (18.20)%
Return on Dividend (%) 0.00 0.00 0.00
Debt to equity ratio (time) 3.46 3.12 1.01

Analysis of financial status and operating performance of the Company

Operating Performance
 Revenue
The Company’s revenues are mainly from sales of property projects, including
single houses, lands and condominiums. In 2011, the Company had revenues from
sales of Baht 423.72 million, decreased Baht 1,181.89 million or decreased by73.61%
from 2010. This is due to the change of accounting policy to record revenues from
referring to the portion of completion to referring to the transfer of significant risk and
return to the client.
The Company had revenues from services of Baht 0.63 million, decreased Baht
1.14 million or decreased by 64.42% and other income of Baht 47.25 million,
increased Baht 25.69 million or increased by 119.13% from 2010.
In 2012, the Company had revenues from sales of Baht 105.65 million, decreased
Baht 318.07 million or decreased by 75.07% from 2011. The Company also had
revenues from services of Baht 0.51 million, increased Baht 0.02 million or increased
by 18.43% and other income of Baht 23.62 million, decreased Baht 23.64 million or
decreased by 50.03% from 2011.

 Cost of Sales and Services

In 2011, the Company had cost of sales and services of Baht 355.90 million,
decreased Baht 931.08 million or decreased by 72.35% from 2011 according to the
decrease of revenues from the change of accounting policy. The cost of sales and
services accounted for 83.85% of revenues from sales and services, increased from
80.08% of 2010 due to the increase of construction cost during the end of 2011 as a
result of flood crisis.
In 2012, the Company had cost of sales and services of Baht 102.93 million,
decreased Baht 252.36 million or decreased by 71.03% from 2011 according to the
decrease of revenues. The cost of sales and services accounted for 96.95% of revenues
from sales and services, increased from 83.72% of 2011.

 Selling and Administrative Expenses

In 2011, the Company had the selling and administrative expenses of Baht 115.55
million, decreased Baht 59.53 million or decreased by 34.00% from 2010, which had
selling and administrative expenses of Baht 175.08 million.
In 2012, the Company had the selling and administrative expenses of Baht 97.13
million, decreased Baht 16.67 million or decreased by 14.65% from 2011.

 Net Profit

14
 In 2011, the Company had net loss of Baht 47.97 million, decreased Baht 147.28
million or decreased 148.31% from 2010 as a result of flood crisis during the end of
2011. While in 2010, the Company has changed the accounting policy to record
revenues.
In 2012, the Company had net loss of Baht 136.73 million, increased loss of Baht
88.76 million or increased by 185.01% from 2011 from the significant decrease of
revenues.

Financial Status
 Assets
At the end of 2011, the Company had total assets of Baht 742.00 million,
decreased Baht 275.19 million or decreased by 27.05% from at the end of 2010, as a
result of the decrease of current asset of Baht 67.76 million or decreased by 15.15%,
which is mainly due to the decrease of inventories of Baht 79.45 million. However, the
Company had the increase of cash and cash equivalents of Baht 9.49 million. The
Company had the decrease of non-current asset of Baht 207.44 million or decreased by
36.40%, mainly due to the decrease of land held for development of Baht 380.13
million.
At the end of 2012, the Company had total assets of Baht 751.11 million,
increased Baht 9.11 million or increased by 1.23% from 2011 as a result of the
increase of current asset of Baht 150.53 million or increase by 39.67% mainly due to
the increase of cash and cash equivalent from the capital increase. However, the
Company had the decrease of non-current asset of Baht 141.42 million or decreased by
39.01% mainly due to the decrease of investment properties and assets transfer to be
collateral under repurchased agreement of Baht 67.76 million and Baht 46.00 million.

 Liabilities
At the end of 2011, the Company had total liabilities of Baht 561.78 million,
decreased Baht 227.22 million or decreased by 28.80% from at the end of 2010 as a
result of the decrease of current liabilities mainly due to the decrease of trade and
other payables of Baht 81.43 million or decreased by 50.31%, the decrease of advance
received from customers of Baht 39.50 million or decreased by 78.91% and the
decrease of land payables of Baht 41.26 million or decreased by 76.86%.
At the end of 2012, the Company had total liabilities of Baht 377.63 million
decreased Baht 184.15 million or decreased by 32.78% from at the end of 2011,
mainly due to the decrease of current liabilities of Baht 131.66 million or decreased by
34.00%, which are from the decrease of accrued withholding tax of Baht 51.68 million,
current portion of long-term loan of Baht 44.61 million and account payables of Baht
38.04 million. The Company also had the decrease of non-current liabilities of Baht
52.50 million or decreased by 30.07% mainly due to the decrease of Liabilities under
debt restructuring agreement of Baht 142.30 million.

 Shareholders’ Equity
At the end of 2011, the Company had shareholders’ equity of Baht 180.22 million,
decreased Baht 47.97 million or decreased by 21.02% from at the end of 2010 due to
net loss of Baht 47.97 millionใ
At the end of 2012, the Company had shareholders’ equity of Baht 373.49 million,
increased Baht 193.27 million or increased by 107.24% from at the end of 2011,
mainly due to the capital increase of Baht 2,100.00 million, however, with net loss of
Baht 136.73 million.

15
 Liquidity
 Cashflow
In 2011, the Company had the increase of net cash and cash equivalents of Baht
9.49 million, mainly due to the increase of cash flow from operating activities of Baht
51.17 million and investing activities of Baht 0.71 million. However, the Company
had the decrease of cash flow from financing activities of Baht 42.40 million.
In 2012, the Company had the increase of net cash and cash equivalents of Baht
180.52 million, mainly due to the increase of cash flow from investing activities of
Baht 76.32 million and financing activities of Baht 282.17 million. However, the
Company had the decrease of cash flow from operating activities of Baht 177.97
million.

2.7 Liabilities

(1) Total amount of debt instruments

- None -

(2) Total amount of loans with specified repayment period as of December 31, 2012,
including the liability to place assets as collateral
Outstanding as
of
No. Type of Liabilities Collateral
Dec 31, 2012
(Baht million)
1 Long –term loan from commercial bank: 112.44 Such loans are guaranteed
Interest rate of MLR+2.50% - 3.75% p.a. by mortgaging land with
by paying interest every month and the its construction of each
principal is repayable based on the loaned project and
redemption of property foreclosed ratio at personal guarantee by the
the rate 70 to 80% of selling price. The Company’s directors and
repayment maturity is 2015. a related company
2 Short –term loan from commercial bank 45.00 Share Pledged
3 Loan from other persons: Issuing a 5.50 None
promissory notes at the interest rate of 12 –
18% p.a. which is due within 1 year
Total 162.94

(3) Total value of debts in other categories, including overdrafts as of December 31, 2012,
indicating the liability to place assets as collateral;
Outstanding as
Type of Liabilities of Dec 31, 2012 Collateral
(Baht million)
1 Trade and other payables 42.40 None
2 Advance received from customers 3.47 None
3 Loans from related persons and parties 0.22 None
4 Payable under cancellation of agreement None
16.89
to buy and to sell of condominium units
5 Accrued withholding tax 0.24 None
6 Employee benefit obligations 2.39 None
7 Other non-current liabilities 7.28 None
Total 72.89

16
(4) Commitment and Contingency Liabilities as of December 31, 2012

1.1 Commitment

1.1.1 As at December 31, 2012 and 2011, a subsidiary has commitment on payment to
contractor from entering into hire of the construction contractor agreement of each project
to be completed amounting to Baht 0.74 million and Baht 8.35 million respectively.

1.1.2 As at December 31. 2012 and 2011, the Company has commitment on payment land cost
under agreement to buy and to sell in the case of the Company intend to purchase such land
as stated in note 7.1 amounted to Baht 57.33 million.

1.1.3 As at December 31, 2012 and 2011, a subsidiary has commitment on payment for land cost
and leasehold right under lease agreement amounted to Baht 36.43 million, the lease period
commenced on July 12, 2007 to July 11, 2037. The payment will be made in advance every
5 years. The next payment will be made on July 12, 2014.

1.1.4 As at December 31, 2012 and 2011 the Company and subsidiaries have commitment on
payment rental and service fee for entering into lease and service agreement amount of
Baht 5.04 million and Baht 1.24 million respectively (separate: Baht 4.35 million and Baht
0.36 million respectively).

1.1.5 As at December 31, 2012 and 2011 the Company has commitment on payment interest at
the rate as mentioned in note 6.5 and 23.1 of down payment received from customers, in
the case of such customers cancelled agreement to buy and to sell condominium units
caused by the Company could not transfer the ownership on maturity and return down
payment to those customers.

1.1.6 Obligation to complete projects on hand

Consolidated financial statements
(project)
December 31, December 31,
2012 2011
Number of project on hand,
beginning of the period 4 6
Number of closed project 0 (2)
Number of new project 0 0
Number of project on hand,
ending of the period 4 4

Consolidated financial statements

(Million Baht)
December 31, December 31,
2012 2011
Valuation of project on hand 2,735.50 2,767.61
Contract sales value 2,210.36 2,162.41
Sales value of project on hand (%) 80.80 78.13

1.2 Contingent Liabilities

1.2.1 As at December 31, 2012 and 2011, the Company and two subsidiaries have contingent
liabilities from bank’s issuance of letter of guarantee for the project development in the

17
 amount of Baht 16.88 million and Baht 19.13 million respectively (separate : Baht 0.37
million and Baht 0.52 million respectively).

1.2.2 As at December 31, 2010, a subsidiary purchased land held for development value of Baht
170.13 million and was already transferred the ownership. Such land was mortgaged in
favor of loan from a financial institution with credit line as the land with its future
construction amount of Baht 600 million as stipulated in mortgage agreement dated
November 27, 2007. Later a subsidiary was sued as joined defendant in the alleged of
infringement and claim for damages from land purchasing for the debt value of Baht 600
million. On September 25, 2009, the Court of First Instance has ordered to dismiss a case
and the plaintiff did not file the appeal, thus, the case is terminated base on the Court of
First Instance’s sentence.

However, on December 8, 2009, the Company was sued for another unfinished criminal
case no. 7199/2552 relating to such land with the application for request the subsidiary to
transfer such plots of land to the plaintiff and the Court ordered to garnish such land during
the try a case. Subsequent, the subsidiary filed the petition to cancel the ordering for
garnish such plots of land of the Court since the Central Bankruptcy Court ordered the
plaintiff as a bankrupt before prosecution. Therefore, the plaintiff has not a right to bring a
civil case which enforced the subsidiary to transfer the ownership of land to the plaintiff.
On November 1, 2011, the Court has ordered to cancel for interim safegard against such
land, as a result, subsidiary is able to transfer, sell, distribute or enter into any juristic act
relating to such land. Subsidiary has sold such land on October 13, 2011 as stated in note
12.2. However, the criminal case has not been finalized and still pending the Court’s trial.

1.2.3 In 2011, the Company was sued for alleged of the breach of debt repayment agreement for
the principal of Baht 9.37 million included interest at the rate of 7.5% per annum which
calculated since December 11, 2010 onwards until the repayment is completed. The
Company agreed to make installments. However, the Company has not made installments
as agreed. Therefore, at the end of 2011, the Company’s condominium units are under the
seize by the Official Receiver for 5 units (as stated in note 6.6) which is presented as
inventories in the financial statements at cost amount of Baht 10.58 million. As at
December 31, 2011, the Company has recorded principal liabilities in whole amount and
interest obligation amount of Baht 0.70 million was not recorded in the financial
statements. The Company expects that it could negotiate for making repayment in whole
amount and redeem the seize of 5 units of condominium when the case came to an end in
2012.

2.8 Significant material legal disputes or claims

- None -

2.9 Related transaction between a listed company and directors, management and
shareholders
The Company has significant transactions with related parties. These companies are
related through common shareholders and/or directorship. A part of assets, liabilities,
revenues and expenses arose from transaction with persons, subsidiaries and related
companies. These financial statements reflected the results of such transaction by using
the pricing policy as following:

No. Persons and parties Relationship Transactions Pricing policy

2012 2011

18
1 Top Line Living Co., Ltd. A A - Loan to Non-interest bearing
- Accrued project According to inter-company
management covenants
services income/expenses At present, there is no service
2 Nantapop Co., Ltd. A A - Loans to Non-interest bearing
Tangerine Properties Co., Ltd. A A - Loans to
3 Falcon 9 Co., Ltd. C, D C, D - Benefit from share At the rate of 3% per annum of
pledging guaranteed loan of loan facility
the Company
4 Mr. Wanchai Subhaphayak E E - Loans to the Company Non-interest bearing
and subsidiary
5 Mr. Manop Kheawchaoom E E - Guarantee loan facility of No remuneration
the company and subsidiary
Mr. Peepat Runguphan** F E
Mr. Nobphdol F F
Thongpasert***
Mr. Wanchai Subhaphayak E E
Note : Relationship
A – The Company’s subsidiary
C – Major shareholder
D – Common directors and shareholders
E – The Company and subsidiary’s shareholder and director
F – Subsidiaries’ shareholder
* Resign from the Company’s directors on January 13, 2012
** Resign from the Company’s directors on August 8, 2011
*** Resign from the Company’s directors on November 19, 2012

2.9.1 Transactions and amounts with related persons and parties in statements of
financial position as at Septembe 30, 2012 and December 31, 2011 are as follows:
1) Loans to related persons and parties
Separate financial statements (Baht)
December 31, Decrease/transfer December 31,
Increase
2011 out 2012
Top Line Living Co., Ltd. 90,510,234.95 49,164,376.89 (13,146,000.00) 166,804,880.48

Nantapop Co., Ltd. 108,498,623.70 4,773,259.16 0.00 114,455,450.44

Tangerine Property Co., Ltd. 75,791,405.91 1,134,942.672 0.00 11,926,348.58

Total 274,800,264.56 55,072,578.72 (78,146,000.00) 293,186,679.50

(Less) Allowance for doubtful (35,767,167.43) (10,000,000.00) 0.00 (86,522,862.02)
accounts
Net 239,033,097.13 206,663,817.48

19
 As at December 31, 2012 and 2011, group of subsidiaries could not operate the project as
plan since they lacked of financial liquidity and are under the seeking co-investor and the
changing business plan. The Company has estimated allowance for doubtful accounts of
loans and accrued interest receivable of loans in the financial statements by estimating
from net assets value of subsidiaries at the end of period, the asset value closed to the
appraisal value of independent appraiser. As at December 31, 2012, the allowance for
doubtful accounts of subsidiary, Tangerine Property Co., Ltd. and Nantapop Co., Ltd. was
additionally provided in the amount of Baht 4.76 million and Baht 46 million respectively.

2) Loans from related persons and parties

Consolidated financial statements (Baht)
December 31, Increase Decrease December 31,
2011 2012
Mr. Wanchai Subhaphayak 3,773,867.44 0.00 (3,559,367.44) 214,500.00
Total 3,773,867.44 0.00 (3,559,367.44) 214,500.00

Separate financial statements (Baht)

December 31, Increase Decrease December 31,
2011 2012
Mr. Wanchai Subhaphayak 3,559,367.44 0.00 (3,559,367.44) 0.00
Total 3,559,367.44 0.00 (3,559,367.44) 0.00

3) Accrued project management income

Separate financial statements (Baht)
December 31, December 31,
2012 2011
Top Line Living Co., Ltd. 19,500,000.00 19,500,000.00
4) Accrued interest income - loans to related parties
Separate financial statements (Baht)
December 31, December 31,
2012 2011
Top Line Living Co., Ltd. 17,991,596.47 17,991,596.47
Nantapop Co., Ltd. 12,600,773.59 12,600,773.59
Tangerine Properties Co., Ltd. 3,341,770.63 3,341,770.63
Total 33,934,140.69 33,934,140.69
(Less) Allowance for doubtful accounts (15,942,544.22) (15,942,544.22)
17,991,596.47 17,991,596.47
Net
5) Accrued dividend income
Separate financial statements (Baht)
December 31, December 31,
2012 2011

Top Line Living Co., Ltd. 13,882,436.40 13,882,436.40

6) Accrued project management expense
Separate financial statements (Baht)
December 31, December 31,
2012 2011

Top Line Living Co., Ltd. 44,500,000.00 44,500,000.00

20
 2.9.2 Transactions and amounts with related persons and parties in statements of comprehensive
income for the years ended December 31, 2012 and 2011 are as follows:

1) Remuneration from pledged securities for loan guarantee

Consolidated and Separate
financial statements (Baht)
December 31, December 31,
2012 2011
Falcon 9 Co., Ltd. 1,350,000.00 1,350,000.00

3) The Qualifications of the Independent Financial Advisor and the Independent

Property Appraiser to Express the Opinion of the Transaction

3.1 The Qualifications of the Independent Financial Advisor to Express the Opinion of the
Transaction

a. Shareholding and Relationship between the Independent Financial Advisor and the
Company
-None-

b. Consent from the Independent Financial Advisor to public the Opinion

Silom Advisory Company Limited as an Independent Financial Advisor consented
to public its opinion.

c. Date of Expressing Opinion

December 7, 2012

3.2 The Qualifications of the Independent Property Appraiser

a. Shareholding and Relationship between the Independent Property Appraiser and

the Company
-None-

b. Consent from the Independent Property Appraiser to public the Appraisal Report
-None-

c. Date of the Appraisal Report

-None-

4) The opinion of the Audit Committee and the Board of Directors concerning the
adequacy of working capital

The audit committee and the board of directors of the Company is of the opinion that
the Company has cash and cash equivalent of Baht 127 million as of January 31, 2013, which
is sufficient for the transaction. After entering the transaction, the Company will have
remaining cash of Baht 81 million.

21
5. Summary of key agreements in the past 2 years

5.1 Shares Sales and Purchases Agreement for Platinum shares

Counterparties : Buyer: Living Land Capital Plc.
Seller: Shareholders of Platinum consists of:
1. Mrs. Pornwipa Wongpaitoonpiya
2. Miss Prawnapas Laesamaranont
3. Miss Panarai Patarachaipongs
4. Miss Viranpat Patarachaipongs
5. Prince Grand Co., Ltd.
Signing date : After the Board of Directors’ meeting No. 2/2013 on February 22, 2013
Completion : February 28, 2013
Date
Assets to be : 192,000 ordinary shares of Platinum with Par value of Baht 100 per share
sold
Selling price : Baht 45.79 million
Other : -
conditions

5.2 Shares Sales and Purchases Agreement for Platinum shares

Counterparties : Buyer: Living Land Capital Plc.
Seller: Shareholders of Platinum consists of:
1. GRANGEFORD CAPITAL MANAGEMENT LIMITED
2. Prince Grand Company Limited
3. Mr. Aniruth Tipnats
4. Mr. Suparauk Chokpentham
5. Solidus Asia (Thailand) Company Limited
Signing date : After the Board of Directors’ meeting No. 11/2012 on December 17, 2012
Completion : January 2, 2013
Date
Assets to be : 608,000 ordinary shares of Platinum with Par value of Baht 100 per share
sold
Selling price : Baht 145 million
Other : -
conditions

5.3 Other agreements

Land Sales and Purchase Agreement dated December 18, 2012.

The Company hereby certified that the information contained in this report is true and
complete in all respects.

Yours faithfully,
Living Land Capital Public Company Limited
- Signed-
(Mr. Wanchai Subhaphayak)
Chief Executive Officer

22