) IFA's Opinion regarding the connected transaction of TTW

sale. As of June 2009, BLDC sold a total of 1,154.69 rai or 98.52% of this zone. Of these total sales, 1,053.56 rai was sold to customers already in operation, 31.99 rai to those under plant construction, and 69.14 rai to those not yet occupying the areas. Page 14 of the total 92 pages The Opinion Report of the Independent Financial Advisor 2. I-EA-T Free Zone is designated for industrial operations or other activities beneficial to or connected with industrial operations. This zone is granted import duty privileges under the law. The area available for sale totals 165.85 rai, of which 155.08 rai or 93.99% has been sold as of June 2009. Of these total sales, 137.58 rai was sold to customers already in operation, 4.07 rai to those under plant construction, and 13.44 rai to those not yet occupying the areas. 3. Residential/Commercial Area is designated for construction of accommodations such as apartment, etc. or activities connected with commercial operations such as bank and post office. Total area available for sale is 49.65 rai. As of June 2009, BLDC sold 31.17 rai or 62.78% of this zone. 4. Infrastructure and Public Utilities Area is designated for construction of public utilities and facilities such as road, small power plant, tap water production plant, waste water treatment plant, waste disposal plant, telephone, reservoirs, etc., covering a total area of 387.87 rai. 5. Green Area is designated for recreation and scenic landscape of the project such as park and lake, covering a total area of 187 rai. As of June 2009, a total of 71 industrial entrepreneurs operate in Bangpa-in Industrial Estate, which can be classified by type as follows: Type of industry No. of companies Group 2 Food and beverages 5 Group 3 Textile and fiber 1 Group 4 Leather, fur and apparel 1 Group 5 Wood and furniture 2 Group 6 Paper and printing 1 Group 7 Fertilizers, paints and chemicals 1 Group 8 Rubber, plastic and artificial leather 7 Group 9 Pharmacy and cosmetics 2 Group 10 Oil and energy 2 Group 12 Cement and construction materials & tools 3 Group 13 Steel and steel products 6 Group 14 Engines, machinery and parts 9 Group 15 Electrical appliances, electronics and scientific equipment 18 Group 16 Automobile and transportation 7 Group 20 Others 3 Group 21 Other activities connected with industrial operations 3 Total 71 Source: BLDC Note: Including only customers that have already been in operations and those under plant construction, classified by type of industry defined by the Department of Industrial Work. Page 15 of the total 92 pages The Opinion Report of the Independent Financial Advisor BLDC has developed the management system of Bangpa-in Industrial Estate to the extent that its efficiency is well accepted among investors. It has obtained from MASCI the ISO 9001:2000 certification for the management of areas available for sale and public utilities services and the ISO 14001:2004 certification for the environmental management practices in Bangpa-in Industrial Estate including land development, waste water treatment, and water distribution. Currently, BLDC provides public utilities services to customers in Bangpa-in Industrial Estate. Details of the services are as follows: 1. Community services consist of: 1.1 Control and supervision of the use of common public utilities and facilities to ensure they are in a safe, ready-to-use, and environmentally friendly condition. 1.2 Supervision of cleaning and waste disposal in the project. 1.3 Supervision of roads including traffic markings, traffic signs, traffic lights, and lightings in the project. 1.4 Management of security and any emergencies that may cause fire or electrical shock, as well as supervision of dyke for flood prevention, canals and overall landscape. Currently, BLDC's community service fees in Bangpa-in Industrial Estate classified by industrial zone are as follows: 1) Commercial buildings Bt. 100/month 2) Residential/commercial area Bt. 700/rai/month 3) General industrial zone Bt. 700/ rai/month 4) I-EA-T Free Zone Bt. 800/ rai/month 2. Groundwater/tap water supply In the past, BLDC sold tap water (groundwater type) to customers in Bangpa-in Industrial Estate using raw water from 18 artesian wells in Bangpa-in Industrial Estate with total production capacity of 18,050 cu.m./day. In 2006, BLDC planned to develop tap water production and distribution systems (surface water type) to replace the groundwater system in accordance with the government's policy to reduce use of groundwater to help alleviate the land subsidence problems. In this regard, BLDC hired Phromprathan Construction Ltd. Part. to build the tap water production and distribution system facilities (surface water type) with the maximum capacity of 2,200 cu.m./hour or 48,000 cu.m./day in the western zone of Bangpa-in Industrial Estate on the land of 23 rai and a raw water pumping station on the land of 1 rai outside the industrial estate. Upon completion of the construction, BLDC commenced the production and sale of tap water (surface water type) in January 2009 at the service charge of Bt. 22.50/cu.m. Meantime, BLDC has ceased the tap water (groundwater type) supply, with only one artesian well still operative for distribution of groundwater to one customer which is under modification of its production system to accommodate Page 16 of the total 92 pages The Opinion Report of the Independent Financial Advisor tap water (surface water type) to be completed by June 2009. After that, distribution of tap water (groundwater type) will be stopped and it will be used as reserve only. The tap water production (surface water type) starts from pumping raw water from natural sources (Khlong Wua), an anabranch of about 650 meters from the Chao Phraya River, to produce tap water at the industrial estate. After flash mixing of chemicals such as lime and alum, etc., raw water coagulates and then flocculates in a sediment pond. Chemicals are added to prevent large flocculants. After that, the water passes through the sedimentation process to separate water and flocculants. Clear water after this process is sent to filtration and purification systems to ensure tap water standard quality before storage and further distribution to customers in Bangpa-in Industrial Estate. The tap water production is controlled by the Supervisory Control and Data Acquisition (SCADA) system which displays details of the whole production process. 3. Waste water treatment services BLDC previously provided waste water treatment services to customers in Bangpa-in Industrial Estate using the Submerged Contact Biodisc and Aerator with active micro-organism both suspended in water and on effective surface or S.C.B.A. system, a hybrid biological waste water treatment system that applies both activated sludge and bio-disc with reaction of micro-organism as purifier. The maximum treatment capacity was 12,000 cu.m./day. However, due to growing water consumption by customers, the amount of waste water in Bangpa-in Industrial Estate had increased to nearly equal to the maximum treatment capacity, thus necessitating improvement of waste water treatment system to enhance efficiency. BLDC therefore engaged Uni San Pol Co., Ltd. to handle the task, still employing the existing system with application of bio-activated SDO (Super Dissolve Oxygen) and air blower altogether to improve the air control in the pipe and aerated tank to help accelerate growth of bacteria and shorten sludge activation period. This will increase BLDC's waste water treatment capacity from 12,000 cu.m./day to 18,000 cu.m./day. The improvement is expected to complete by July 2009. BLDC continuously conducts random testing on influent water, effluent water, water in canals, etc. to ensure that its waste water treatment is efficient and causes no environmental effect. BLDC also produces a report on environmental impact assessment on a biannual basis. There have never been any complaints on this issue as BLDC has complied with the rules and regulations. The BOD of its treated water attains the standard of the Ministry of Science, Technology and Environment. In addition, BLDC encourages reuse of treated water for other purposes such as lawn sprinkle and road cleaning, etc. The remaining treated water is then released to natural water sources. At present, BLDC charges waste water treatment services based on BOD of waste water as follows: BOD (milligram/liter) Treatment fee (Bt./cu.m.) BOD < 200 7.00 200 < BOD < 300 8.00 300 < BOD < 500 9.00 Note: In case BOD of waste water exceeds the standard specified by IEAT, the treatment fee is charged at Bt. 20.00/cu.m. Page 17 of the total 92 pages The Opinion Report of the Independent Financial Advisor 4. Waste disposal services BLDC renders waste disposal services to customers in Bangpa-in Industrial Estate using a pyrolyric incineration system, which excludes oxygen from the combustion, hence causing no pollutant emission. Ashes and other residues from the combustion are buried in the container. BLCD presently provides waste disposal services with a capacity of about 27 tons/day and the services are charged at Bt. 3/kg. Nevertheless, after acquisition of the Operating Rights from BLDC, the Company will replace BLDC in the provision of tap water supply and waste water treatment services to customers in Bangpa-in Industrial Estate while the community and waste disposal services will remain under the management of BLDC. 1.5.3 Revenue Structure BLDC's Revenues over the past three years classified by type are tabulated below: 2006 2007 2008 Type of Revenue Bt. mil. % Bt. mil. % Bt. mil. % Revenue from sale 109.88 29.83 11.38 3.89 85.17 24.42 Revenue from public utilities services 1. Income from community services 9.98 2.71 10.09 3.45 10.27 2.94 2. Income from tap water/electricity supply* 113.31 30.76 130.46 44.62 137.48 39.42 3. Income from waste water treatment services 29.46 8.00 31.57 10.80 32.14 9.22 4. Income from waste disposal 28.47 7.73 28.24 9.66 23.15 6.64 5. Income from electricity/water meter fee 0.20 0.05 0.22 0.08 0.16 0.05 Total revenues from public utilities services 181.41 49.24 200.59 68.61 203.20 58.27 Other income 77.11 20.93 80.40 27.50 60.38 17.31 Total revenues 368.41 100.00 292.37 100.00 348.74 100.00 Note * Include income from electricity supply which come from utilization by contractor of the companies in Bangpa-in Industrial Estate, which BLDC informed that income from electricity supply represented less than 1% of income from tap water/electricity supply. 1.5.4 The Board of Directors The Board of Directors of BLDC as of January 8, 2009 is listed below: Name Position 1. Mr. Plew Trivisvavet Director 2. Mr. Prasert Trivisvavet Director 3. Mr. Yim Trivisvavet Director 4. Mr. Thep Trivisvavet Director 5. Mr. Kamthorn Trivisvavet Director Page 18 of the total 92 pages The Opinion Report of the Independent Financial Advisor Name Position 6. Mr. Voravut Anurakwongsri Director 7. Ms. Supamas Trivisvavet Director Source: Affidavit of BLDC 1.5.5 The Shareholders The Shareholders of BLDC as of April 29, 2008 are listed below: Name No. of shares % of paid-up capital 1. Mahasiri Siam Co., Ltd. 1/ 600,000 25.00 2. CK. Office Tower Co., Ltd. 2/ 600,000 25.00 3. Mr. Thaworn Trivisvavet 200,000 8.33 4. Mr. Prasert Trivisvavet 200,000 8.33 5. Mr. Plew Trivisvavet 200,000 8.33 6. Mr. Thep Trivisvavet 200,000 8.33 7. Mr. Kamthorn Trivisvavet 200,000 8.33 8. Ms. Jiraporn Yodsaeng 200,000 8.33 Total 2,400,000 100.00 Source: Copy of BLDC's list of shareholders Note: 1/ Mahasiri Siam Co., Ltd. engages in investment, construction and consultation businesses - The Board of Directors as of May 29, 2009: Name Position 1. Mr. Prasert Trivisvavet Director 2. Mr. Thep Trivisvavet Director 3. Mr. Yim Trivisvavet Director 4. Mr. Plew Trivisvavet Director 5. Mr. Kamthorn Trivisvavet Director Source: Affidavit of Mahasiri Siam Co., Ltd. - The list of Shareholders as of September 15, 2008: Name No. of shares % of paid-up capital 1. Mr. Tavorn Trivisvavet 2,411,473 26.79 2. Mr. Prasert Trivisvavet 2,281,895 25.35 3. Mr. Plew Trivisvavet 1,993,633 22.15 4. Mr. Thep Trivisvavet 937,837 10.42 5. Mr. Kamthorn Trivisvavet 753,948 8.38 6. Ms. Ruangkao Prompaet 621,213 6.90 7. Ms. Saikasem Trivisvavet 1 0.00 Total 9,000,000 100.00 Source: Copy of the list of shareholders of Mahasiri Siam Co., Ltd. Page 19 of the total 92 pages The Opinion Report of the Independent Financial Advisor 2/ CK. Office Tower Co., Ltd. engages in property (space) rental business and public utilities service - The Board of Directors as of May 20, 2009: Name Position 1. Mr. Plew Trivisvavet Director 2. Mr. Prasert Trivisvavet Director 3. Mr. Thep Trivisvavet Director 4. Mr. Yim Trivisvavet Director 5. Mr. Kamthorn Trivisvavet Director 6. Mr. Prasert Thongkittikul Director Source: Affidavit of CK. Office Tower Co., Ltd. - The list of Shareholders as of April 30, 2008: Name No. of shares % of paid-up capital 1. Mahasiri Siam Co., Ltd. 750,000 25.00 2. Mr. Plew Trivisvavet 375,000 12.50 3. Mr. Kamthorn Trivisvavet 375,000 12.50 4. Mr. Tavorn Trivisvavet 375,000 12.50 5. Mr. Thep Trivisvavet 375,000 12.50 6. Mr. Prasert Trivisvavet 375,000 12.50 7. Mr. Yim Trivisvavet 375,000 12.50 Total 3,000,000 100.00% Source: Copy of the list of shareholders of CK. Office Tower Co., Ltd. 1.5.6 Summary on Financial Status and Performance Unit: Thousand Baht 2006 2007 2008 Description Amount % Amount % Amount % Revenues Revenue from sale 109,884 29.83% 11,382 3.89% 85,166 24.42% Income from public utilities services 181,414 49.24% 200,588 68.61% 203,196 58.27% Interest income 41,641 11.30% 34,247 11.71% 37,429 10.73% Dividend income 6,627 1.80% 947 0.32% 2,840 0.81% Profit from sale of investment - 0.00% 22,658 7.75% - 0.00% Other income 28,844 7.83% 22,554 7.71% 20,110 5.77% Total revenues 368,410 100.00% 292,375 100.00% 348,741 100.00% Expenses Costs of sale and service 200,273 54.36% 193,957 66.34% 225,148 64.56% Selling and administrative expenses 32,817 8.91% 24,322 8.32% 30,824 8.84% Total expenses 233,089 63.27% 218,279 74.66% 255,972 73.40% Page 20 of the total 92 pages The Opinion Report of the Independent Financial Advisor Unit: Thousand Baht 2006 2007 2008 Description Amount % Amount % Amount % Earnings before interest expenses and income tax 135,321 36.73% 74,096 25.34% 92,769 26.60% Interest expenses (20,911) -5.68% (20,060) -6.86% (27,729) -7.95% Income tax (33,365) -9.06% (16,709) -5.71% (19,241) -5.52% Net profit 81,045 22.00% 37,326 12.77% 45,799 13.13% Unit: Thousand Baht 2006 (more)