For Delisting of Securities)

(Translation)

Opinion of the Company on the Tender Offer for Securities (Form 250-2)

(For Delisting of Securities)

Eternity Grand Logistics Public Company Limited

Tender Offerors:

Hitachi Transport System (Thailand), Limited

And

Hitachi Transport System (Asia) Pte. Limited

Shareholders’ Advisor:

Advisory Plus Company Limited

August 11, 2011 Table of Contents

Page 1. The Company’s status in terms of past and projected operational performance 2 2. Opinion on the accuracy of the Company’s information shown in the tender 14 offer statement 3. Any relationship or agreement between the Company’s director/s, whether on 14 his/their own behalf or in capacity as the Company’s director/s or as the Offerors’ representative/s, and the Offerors, including the shareholding by the Company’s director/s in the Offerors’ juristic entity and any contract or agreement made or to be made between them in various matters (such as management, etc.) 3.1 Relationship between the Company’s director/s and the Offerors 14 3.2 Shareholding by the Company’s directors in the Offerors, persons in the 14 same group as the Offerors and persons under Section 258 of the Offerors 3.3 Related party transactions 14 3.4 Other agreements or contracts 15 4. Opinion of the Board of Directors of the Company to the securities holders 18 4.1 Reasons to accept and/or reject the tender offer 18 4.2 Opinions and reasons of the individual directors and the number of shares 19 held by them 4.3 Benefits or impacts from the plans and policies indicated in the tender offer 19 and viability of such plans and policies 4.4 Additional opinions of the Board of Directors of the Company 22 5. Opinion of the Shareholders’ Advisor 24 5.1 Appropriateness of the offering price 24 5.2 Reasons to accept and/or to reject the tender offer 55 5.3 Benefits or impacts from the plans and policies indicated in the tender offer 57 and viability of such plans and policies 5.4 Benefit to and impacts on the shareholders who decline the tender offer 60 5.5 Conclusion of opinion of the shareholders’ advisor 61

Form 250-2

“This English Translation has been prepared solely for the convenience of foreign shareholders of Eternity Grand Logistics Public Company Limited and should not be relied upon as the definitive and official Opinion of the Company on Tender Offer for Securities. The Thai language version of the Opinion of the Company on Tender Offer for Securities is the definitive and official document for the Opinion of the Company on Tender Offer for Securities and shall prevail in all respects in the event of any inconsistency with the English translation.”

Opinion of the Company on the Tender Offer for Securities

August 11, 2011

Dear Securities Holders:

On July 22, 2011, Eternity Grand Logistics Plc. (hereinafter called “ETG” or “the Company”) received a copy of the statement of a tender offer for our securities from Hitachi Transport System (Thailand), Ltd. (“HTST”) and Hitachi Transport System (Asia) Pte. Ltd. (“HTSA”) (hereinafter collectively called “the Offerors”), with details as follows:

Amount of securities Amount of securities to be Offer price per Total tender to be purchased purchased as % of unit 1/ offer value Total amount (Bt.) (Bt.) Total amount of Type of Shares/Un Voting of voting securities sold of securities its rights rights of the the Company Company Ordinary shares 701,819 701,819 0.50 0.50 5.74 4,028,441.06 Preferred ------shares Warrants ------

Convertible ------debentures Other ------securities (if any) Total 0.50 Total 4,028,441.06 Note 1/ The Offerees are obligated to pay a brokerage fee of 0.25% of the offer price and a value added tax of 7% of the brokerage fee. Therefore, they will receive a net price of Bt. 5.724645 per share.

The tender offer period will cover 45 business days from July 25 to September 26, 2011 during the office hours of 9.00 a.m. - 4.30 p.m. of every business day. The said tender offer period is a final period without any further extension, unless any of the following conditions takes place:

- The Offerors may reduce the offer price or extend the tender offer period if there is any event with a material adverse impact on the Company’s status or assets occurring during the tender offer period.

- 1 -

- The Offerors may amend the offer terms or extend the tender offer period in order to compete with any other person who has also submitted a tender offer for the Company’s securities during the said tender offer period.

The Company has considered the tender offer proposal by paying due regards for the securities holders’ interest and would like to express our opinion as follows:

1. The Company’s status in terms of past and projected operational performance together with the assumptions applied

Past performance

Eternity Grand Logistics Plc. (“ETG” or “the Company”) was incorporated on May 13, 2002 in the name “Eternity Transport 2002 Co., Ltd.” (later renamed Eternity Grand Logistics Plc.) with an initial registered capital of Bt. 5 million. Its promoter is the Thiapairat Family which has more than 30 years of skill and experience in the customs clearance service and the fully- integrated logistics service. The business objective of ETG is to operate the domestic goods transportation and distribution services, auxiliary equipment procurement services for transportation, and transport-related consulting services.

ETG registered a conversion into a public limited company on September 9, 2005 and listed its shares on the Market for Alternative Investment (“MAI”) on November 29, 2006. In 2008, it increased the registered capital from Bt. 115 million to Bt. 140 million (current registered capital) through an issuance and offering of 25 million new ordinary shares, representing 17.86% of the paid-up registered capital after such capital increase, for sale at a price of Bt. 5.10 per share to Aichi Kaiun Co., Ltd. (“Aichi”), a Japan-based entity providing a full range of transport and logistics services in Japan.

Presently, ETG and its subsidiaries are operating fully-fledged logistics services, entailing three core activities, namely, 1) customs clearance services with a license for customs brokerage No. 12 granted by the Customs Department; 2) transportation and distribution services consisting of container haulier services, contract transport services, and cross border transport services to countries in the Great Maekhong Sub-region (GMS); and 3) warehouse management services with its own warehouses. In addition, they have provided other support services such as duty refund services, application for customs-related documents or permits, auxiliary service and equipment procurement services, packing services, goods handling services, goods sourcing according to customers’ requirements, etc.

- 2 -

Structure of ETG Group

HTST HTSA Others

51.00% 58.50% 0.50%

Eternity Grand Logistics Plc. (ETG) Paid-up share capital of Bt. 140 million

100% 100% 70% 70%*

Eternity Transport Eternity Logistics Eternity Consulting and Service Pands Group Logistics Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. (ETC) (ETL) (ECS) (PGL) Paid-up share capital Paid-up share Paid-up share capital of Bt. 20 Paid-up share capital of of Bt. 20 million capital of Bt. 5 million Bt. 100 million (Ceased operation and million under liquidation)

50% 30% M Transport Co., Ltd. (EMT) * Other shareholders of PGL are Mr. Thumchal Samitasiri, 19%; Mrs. Thidaporn Paid-up share capital of Samitasiri, 7%; and other six shareholders, 4%; neither of whom are related persons with Bt. 1 million the Company. (Ceased operation and under liquidation)

ETG and its three subsidiaries (still operational) have engaged in businesses that are related to and supporting each other, as described below:

- ETG: Providing customs clearance services for import and export of goods and other customs-related services, container haulier services, and transportation and distribution services.

- ETL: Providing warehousing services, warehouse management services, cargo transportation and distribution, sourcing goods according to customers’ requirements, sales promotion and other related basic auxiliary services such as pick and pack, packing, etc.

- ECS: Providing real estate management services to subsidiaries in the group, including administration of the group’s office buildings and warehouses, truck parking and container yard on Lat Krabang Road, etc.

- PGL: Providing logistics services for bulk cargoes, including agricultural raw materials (rice, corn and soy beans), fertilizers, minerals, etc., land and marine cargo handling, warehouse management, and cross border transport to neighboring countries such as Laos, Vietnam, Cambodia, etc.

- 3 -

On April 5, 2011, ETG’s major shareholders, namely the Thiapairat Family and their related persons and Aichi Kaiun Co., Ltd. (“Aichi”), sold their aggregate 108,908,071 shares in the Company, representing 77.79% of ETG’s total paid-up share capital,1 to HTST and HTSA. This has led to a material change in the Company’s major shareholding structure, with HTST and HTSA owning a stake of 51.00% and 26.79% of ETG’s total paid-up share capital respectively. As such, HTST and HTSA are obligated to make a mandatory tender offer for all shares from other minority shareholders in accordance with the SEC Notification No. KorChor.53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (“SEC Notification No. KorChor.53/2545”). The tender offer was already filed on April 21, 2011, with a tender offer period from April 26 to June 3, 2011. After the end of the said tender offer period, the Offerors, as of June 9, 2011, held an aggregate of 99.50% of ETG’s total paid-up share capital (with HTST and HTSA holding a stake of 51.00% and 48.50% respectively).

The Offerors have an intention to apply for a voluntary delisting of ETG shares from the MAI (“Delisting of Shares”). On May 25, 2011, the Company’s Extraordinary General Meeting of Shareholders No. 1/2011 resolved to approve the Delisting of Shares. Then on June 3, 2011, the Stock Exchange of Thailand (“SET”) submitted a letter notifying the Company of its approval of the application for the Delisting of Shares subject to a condition that the Company must arrange for the Offerors or a person designated by the Offerors to make a tender offer within a maximum tender offer period of 45 business days, which is in compliance with this tender offer (referring to the tender offer submitted to the Office of the Securities and Exchange Commission (“SEC”) on July 22, 2011), before the SET will further consider determining the date of delisting of the Company’s shares. The Offerors consist of 1) HTST which is a company registered and established in Thailand, having a registered capital of Bt. 18 million (as of April 1, 2011), and has engaged in domestic transport management, warehousing services, import/export documentation services, and domestic and international trading agent services; and 2) HTSA which is an entity registered and incorporated in Singapore, having a registered capital (as of June 9, 2011) of SGD 12 million (equivalent to approximately Bt. 302.64 million based on the average exchange rate (selling rate) of the Bank of Thailand quoted on June 30, 2011 at Bt. 25.2204/SGD), and has been a provider of advice and support to customers in the logistics industry, cartage and haulage services, hiring out of cranes, and inspection and packing services. Both HTST and HTSA are members of Hitachi Transport System Ltd. (“HTS”) (HTS owns shares in HTST and HTSA in an amount of 43.67% and 100% respectively). HTS is a listed entity on Tokyo Stock Exchange, having a paid-up registered share capital (as of March 31, 2011) of 16,802 million yen (equivalent to approximately Bt. 6,480.52 million based on the average exchange rate (selling rate) of the Bank of Thailand quoted on June 30, 2011 at Bt. 38.5703/Yen 100). HTS provides a fully- integrated third party logistics service, including transportation, storage and information system through a one-stop shop, ranging from procurement to sales via its global logistics network of more than 400 bases across Japan and overseas.

1 - HTST acquired 71,400,000 shares from the Thiapairat Family and their related persons, representing 51.00% of ETG’s total paid-up share capital. - HTSA acquired 9,708,071 shares from the Thiapairat Family and their related persons and another 27,800,000 shares from Aichi, making up a total of 37,508,071 shares or 26.79% of ETG’s total paid-up share capital.

- 4 -

The revenue structure of ETG and its subsidiaries over 2008-2010 and the first three months of 2011 is shown below:

Jan-Mar 2011 Type of revenue Operated 2008 2009 2010 by Bt. 000’s % Bt. 000’s % Bt. 000’s % Bt. 000’s % 1. Transportation and ETG 944,438 84.12 607,244 62.05 645,845 61.67 175.93 67.60 distribution services PGL - - 107,126 10.95 143,131 13.67 40.44 15.54 2. Customs clearance services ETG 84,208 7.50 87,815 8.97 83,415 7.97 20.27 7.79 3. Warehouse management services ETL 14,986 1.33 24,783 2.53 28,195 2.69 6.72 2.58 PGL 10,017 0.89 14,709 1.50 16,282 1.55 9.31 3.58 Product sales ETL 47,575 4.24 91,049 9.30 96,110 9.18 5.23 2.01 PGL - - 23,891 2.44 2,703 0.26 - - 4. Administration services ECS 641 0.06 463 0.05 217 0.02 - - and rents ETG 14,282 1.27 11,913 1.22 9,474 0.90 0.31 0.12 5. Other revenues ETG 6,613 0.59 9,667 0.99 21,891 2.09 2.03 0.78 Total revenues 1,122,760 100.00 978,660 100.00 1,047,264 100.00 260.25 100.00

Board of Directors and shareholders

. ETG Board of Directors

ETG Board of Directors, according to the affidavit certified by the Department of Business Development, Ministry of Commerce, as of May 23, 2011, is composed of seven members as follows:

Name Position 1. Mr. Poonsak Thiapairat 1/ Chairman and Managing Director 2. Mr. Shunichi Oinuma 1/ 2/ Director 3. Mr. Takashi Jinguji 1/ 2/ Director 4. Mr. Thanapat Pupat 1/ 2/ Director 5. Mrs. Pochaman Pasawat Audit Committee Chairman and Independent Director 6. Mr. Pracha Phathayakorn Audit Committee Member and Independent Director 7. Assoc. Prof. Ruth Banomyong Audit Committee Member and Independent Director Note: 1/ Authorized signatories. 2/ Representatives of the Offerors.

Authorized signatories: Mr. Poonsak Thiapairat, Chairman, authorized to sign with the Company’s seal affixed, or any two of the three directors, namely, Mr. Takashi Jinguji, Mr. Shunichi Oinuma and Mr. Thanapat Phupat, to co-sign with the Company’s seal affixed.

- 5 -

Expected list of ETG Board of Directors after completion of the tender offer The expected list of directors is subject to change as deemed fit with the shareholding structure, management structure according to the Company’s business plan and policy, and other related factors. In this regard, the said list and position of the directors must be approved by the Board of Directors’ meeting or the shareholders’ meeting of the Company (as the case may be) to be further convened. In addition, should there be any changes in the board composition such as any resignation or retirement by rotation of any board members, the Offerors will take appropriate actions in conformity with the Company’s Articles of Association and/or the shareholders’ meeting and/or relevant laws. The expected list of ETG Board of Directors after the tender offer is subject to change as deemed fit.

. ETG’s shareholder structure

As of June 15, 2011, ETG had a paid-up registered capital of Bt. 140 million, divided into 140 million ordinary shares with a par value of Bt. 1 per share. Here is a list of its top 10 shareholders: % of total issued shares/% Name No. of shares held of total voting rights 1. Hitachi Transport System (Thailand), Ltd. 71,400,000 51.00 2. Hitachi Transport System (Asia) Pte. Ltd. 67,898,181 48.50 3. Thai NVDR Co., Ltd. 137,300 0.10 4. Ms. Nilawan Toemsinwattana 62,500 0.04 5. Mr. Suchai Komlittipong 50,000 0.04 6. Mrs. Nawarat Promlakkano 50,000 0.04 7. Mrs. Ladaporn Chairuengjitjarat 50,000 0.04 8. Mr. Sinthop Bamrungkij 35,600 0.03 9. Ms. Pannee Limpanyakul 29,200 0.02 10. Mr. Rungkiat Rungrueng-anan 25,000 0.02 Total top 10 shareholders 139,737,781 99.81 Other shareholders 262,219 0.19 Total 140,000,000 100.00

Expected shareholding structure after completion of this tender offer and the Delisting of Shares from the MAI If all of the tendered ordinary shares are offered for sale by the offerees, the shareholding structure of the Company will be as follows:

- 6 -

% of total issued shares/% Name No. of shares held of total voting rights 1. Hitachi Transport System (Thailand), Ltd. 71,400,000 51.00 2. Hitachi Transport System (Asia) Pte. Ltd. 1,399,988 1.00 3. Hitachi Transport System, Ltd. 67,200,000 48.00 12 individuals 12 0.00 Total 140,000,000 100.00 Note: The tendered shares are transferable among the Offerors or the affiliated companies of the Offerors or from the Offerors to individuals for one share each in order to maintain the public company status of the Company in compliance with the Public Company Act, under which a public company is required to have at least 15 shareholders.

If there is no offeree offering shares for sale, the shareholding structure of the Company based on the latest majority shareholder registration as of June 15, 2011, expected after completion of the tender offer and the Delisting of Shares from the MAI will be as follows: % of total issued Name No. of shares held shares/% of total voting rights 1. Hitachi Transport System (Thailand), Ltd. 71,400,000 51.00 2. Hitachi Transport System (Asia) Pte. Ltd. 698,181 0.50 3. Hitachi Transport System, Ltd. 67,200,000 48.00 Minority shareholders 701,819 0.50 Total 140,000,000 100.00

. Table summarizing the operating results and financial position of ETG and its subsidiaries for 2008-2010 and the first three months of 2011

Consolidated 2008 2009 2010 Jan-Mar 2011 Bt. Bt. Bt. Bt. % % % % million million million million Statement of Comprehensive Income Revenues from services 1,068.57 95.17 854.05 87.27 926.56 88.47 253.55 97.43 Revenues from sales 47.58 4.24 114.94 11.74 98.81 9.44 4.67 1.79 Other income 6.61 0.59 9.67 0.99 21.89 2.09 2.03 0.78 Total revenues 1,122.76 100.00 978.66 100.00 1,047.26 100.00 260.25 100.00 Cost of services 903.09 80.44 747.10 76.34 838.54 80.07 227.85 87.55 Cost of sales 41.91 3.73 107.31 10.97 89.37 8.53 5.84 2.24 Administrative expenses 59.43 5.29 55.20 5.64 61.41 5.86 15.71 6.03

- 7 -

Consolidated 2008 2009 2010 Jan-Mar 2011 Bt. Bt. Bt. Bt. % % % % million million million million Management benefit expense 24.24 2.16 22.98 2.35 23.81 2.27 5.52 2.12 Total expenses 1,028.68 91.62 932.59 95.29 1,013.13 96.74 254.92 97.95 Profit before finance cost and income tax 94.08 8.38 46.07 4.71 34.13 3.26 5.34 2.05 Finance cost 36.13 3.22 26.42 2.70 17.06 1.63 3.90 1.50 Profit before income tax 57.95 5.16 19.64 2.01 17.07 1.63 1.44 0.55 Income tax 15.10 1.34 8.72 0.89 5.33 0.51 0.34 0.13 Profit for the period 42.85 3.82 10.92 1.12 11.73 1.12 1.10 0.42 Less Net profit (loss) attributable to non-controlling interest (5.73) (0.51) (4.21) (0.43) (2.82) (0.27) (0.13) (0.05) Net profit attributable to equity holders of the parent 48.58 4.33 15.13 1.55 14.55 1.39 1.22 0.47 Statement of Financial Position Current assets Cash and cash equivalents 48.00 4.75 47.40 5.20 23.02 2.62 14.05 1.62 Current investment-net 71.16 7.04 7.80 0.86 7.92 0.90 7.95 0.92 Trade accounts receivable-net 151.59 14.99 182.68 20.04 210.47 23.96 199.55 23.06 Trade accounts receivable- related parties - net 2.23 0.22 2.29 0.25 1.24 0.14 2.44 0.28 Advance payment of custom brokerage-net 17.47 1.73 17.03 1.87 20.51 2.34 23.74 2.74 Inventories-net 1.02 0.10 6.38 0.70 2.80 0.32 2.31 0.27 Other current assets-net 28.33 2.80 34.09 3.74 34.05 3.88 32.85 3.80 Total current assets 319.79 31.63 297.66 32.65 300.00 34.15 282.89 32.69 Non-current assets Property, plant and equipment-net 666.83 65.95 589.99 64.72 551.42 62.77 558.28 64.51 Intangible assets-net 8.84 0.87 5.85 0.64 4.20 0.48 3.81 0.44 Other non-current assets - net 15.63 1.55 18.07 1.98 22.82 2.60 20.40 2.36 Total non-current assets 691.30 68.37 613.91 67.35 578.45 65.85 582.50 67.31 Total assets 1,011.09 100.00 911.57 100.00 878.45 100.00 865.39 100.00 Current liabilities Bank overdrafts and short- term loans from financial institutions 140.16 13.86 140.00 15.36 143.88 16.38 140.15 16.19 Trade accounts payable 50.05 4.95 67.63 7.42 72.23 8.22 71.34 8.24 Trade accounts payable- related parties 1.09 0.11 1.30 0.14 3.02 0.34 2.24 0.26 Current portion of long-term liabilities 100.77 9.97 80.99 8.88 51.93 5.91 45.27 5.23 Accrued corporate income tax 2.29 0.23 0.12 0.01 0.00 0.00 0.21 0.02 Other current liabilities 32.56 3.22 21.92 2.40 32.61 3.71 30.72 3.55 Total current liabilities 326.92 32.33 311.96 34.22 303.67 34.57 289.93 33.50 Non-current liabilities

- 8 -

Consolidated 2008 2009 2010 Jan-Mar 2011 Bt. Bt. Bt. Bt. % % % % million million million million Long-term loans from related parties 35.63 3.52 11.99 1.32 12.69 1.44 12.69 1.47 Obligation under long-term finance lease-net 102.63 10.15 35.90 3.94 18.31 2.08 27.05 3.13 Long-term loans from banks- net 85.68 8.47 82.41 9.04 67.90 7.73 62.54 7.23 Employee benefit obligations ------17.64 2.04 Other non-current liabilities 0.51 0.05 1.12 0.12 1.48 0.17 1.12 0.13 Total non-current liabilities 224.45 22.20 131.42 14.42 100.37 11.43 121.04 13.99 Total liabilities 551.37 54.53 443.37 48.64 404.04 46.00 410.97 47.49 Shareholders’ equity Issued and paid-up share capital 140.00 13.85 140.00 15.36 140.00 15.94 140.00 16.18 Premium on shares 154.93 15.32 154.93 17.00 154.93 17.64 154.93 17.90 Retained earnings - Legal reserve 9.76 0.96 10.91 1.20 11.78 1.34 11.78 1.36 - Unappropriated 143.84 14.23 142.42 15.62 150.50 17.13 130.78 15.11 Other components of equity 0.57 0.06 0.03 0.00 0.10 0.01 0.13 0.02 Total shareholders’ equity of the Company 449.10 44.42 448.29 49.18 457.31 52.06 437.63 50.57 Non-controlling interests 10.62 1.05 19.91 2.18 17.09 1.95 16.79 1.94 Total shareholders’ equity 459.72 45.47 468.20 51.36 474.40 54.00 454.42 52.51 Total liabilities and shareholders’ equity 1,011.09 100.00 911.57 100.00 878.45 100.00 865.39 100.00 Note: The financial statement for 2008 was audited by Miss Susan Eiamvanicha of SP Audit Co., Ltd., who is an SEC-approved auditor; the financial statements for 2009-2010 were audited by Mr. Suchart Panitcharoen of SP Audit Co., Ltd., who is an SEC-approved auditor; and the financial statement for a three-month period ended March 31, 2011 was reviewed by Mr. Somyot Wiwatapinai of SP Audit Co., Ltd., who is an SEC-approved auditor.

. Cash flow Unit: Bt. million Jan-Mar Cash flow 2008 2009 2010 2011 Net cash provided from (used in) operating activities 61.72 42.43 58.17 20.49 Net cash provided from (used in) investing activities (144.41) 72.50 (4.80) (8.81) Net cash provided from (used in) financing activities 76.83 (115.53) (77.75) (20.64) Net increase (decrease) in cash and cash equivalents (5.86) (0.60) (24.38) (9.00) Cash and cash equivalents at beginning of year 53.86 48.00 47.40 23.02 Cash and cash equivalents at end of year 48.00 47.40 23.02 14.05

- 9 -

. Key financial ratios

2008 2009 2010 Jan-Mar 2011 Current ratio (time) 0.98 0.95 0.99 0.98 Quick ratio (time) 0.84 0.77 0.80 0.77 Receivable turnover ratio (time) 7.44 5.72 5.17 4.991/ Collection period (day) 49 64 71 73 Gross profit margin (%) 15.49 12.52 9.50 10.14 Operating profit margin (%) 8.80 5.39 3.68 2.10 Net profit margin (%) 4.55 1.77 1.57 0.48 Return on equity (%) 11.46 2.35 2.49 0.951/ Return on assets (%) 8.69 3.88 3.22 2.291/ Asset turnover ratio (time) 1.23 1.01 1.15 1.181/ Interest coverage ratio (time) 2.60 1.74 2.00 1.37 Debt to equity ratio (time) 1.20 0.95 0.85 0.90 Note 1/ Annualized for comparison purpose.

. Analysis of operating results and financial position

Operating results in 2008-2010

ETG and its subsidiaries recorded total revenues of Bt. 1,123 million in 2008, falling by Bt. (144) million or (13)% to Bt. 979 million in 2009 and then growing by Bt. 68 million or 7% to Bt. 1,047 million in 2010. The major item was revenues from services, accounting for Bt. 1,069 million, Bt. 854 million and Bt. 927 million and representing 95%, 87% and 88% of total revenues respectively. Revenues from services came primarily from goods transportation services, followed by customs clearance services and warehouse management services. Revenues from sales amounted to Bt. 48 million in 2008, Bt. 115 million in 2009 and Bt. 99 million in 2010, representing 4%, 12% and 9% of total revenues respectively.

The shrinkage in total revenues in 2009 was a result of a decline in revenues from services of Bt. 215 million caused chiefly by a drop in revenues from goods transportation services provided for a large customer, coupled with a slowdown in transportation business triggered by the economic recession. In the meantime, revenues from sales grew by Bt. 67 million, ascribed to increases in revenues from sales of coal and from sales of products under sales promotion campaigns of subsidiary companies. Growth in total revenues in 2010 was attributed to an increase in revenues from services of Bt. 73 million as a result of rises in revenues from transportation services and from renting of vehicles, whereas revenues from sales dropped by Bt. 16 million due to a fall in sales of products under sales promotion.

Cost of services accounted for Bt. 903 million, Bt. 747 million and Bt. 839 million over 2008-2010 respectively, declining by Bt. (156) million or (17)% in 2009 and increasing by Bt. 92 million or 12% in 2010. Gross profit from services was Bt. 165 million, Bt. 107 million and Bt. 88 million, with gross profit margin from services of 15%, 13% and 9% in 2008-2010 respectively. A decrease of Bt. 59 million in gross profit in 2009 was attributable to a drop in revenues from transportation services, with fixed cost still incurred. A decline in the gross profit from services in 2010 resulted mainly from an immense increase in cost of services owing to rises in fuel cost and vehicles maintenance cost.

- 10 -

Cost of sales totaled Bt. 42 million, Bt. 107 million and Bt. 89 million in 2008-2010 respectively, rocketing by Bt. 65 million or 155% in 2009 and dropping by Bt. (18) million or (17)% in 2010 in line with revenues from sales.

Administrative expenses amounted to Bt. 59 million in 2008, down by Bt. (4) million or (7)% to Bt. 55 million in 2009 and up by Bt. 6 million or 11% to Bt. 61 million in 2010. The proportion of administrative expenses to total revenues was at about the same level at 5% in 2008, 6% in 2009 and 6% in 2010.

The Company and its subsidiaries posted a net profit of Bt. 49 million in 2008, Bt. 15 million in 2009 and Bt. 15 million in 2010, with a net profit margin of 4.55%, 1.77% and 1.57% respectively.

Operating results in the first three months (January-March) of 2011

Total revenues of ETG and its subsidiaries in the first three months of 2011 were Bt. 260 million, growing 11% from Bt. 234 million in the same period of the preceding year. Total revenues came almost entirely from revenues from services, which were Bt. 254 million or 98% of total revenues and increased by 13% from Bt. 224 million in the corresponding period of 2010 thanks to a rise in revenues from goods transportation services rendered to new clients.

Cost of services in this period was Bt. 228 million, up by 12% from Bt. 203 million in the same period of 2010 resulting largely from an increase in cost of goods transportation. Gross profit from services amounted to Bt. 26 million with a gross profit margin from services of 10.14%, higher than that of 9.62% in the same period of 2010. Cost of sales grew by 6% from Bt. 5 million in the corresponding period of the previous year to Bt 6 million due primarily to a hike in sales promotion cost.

Administrative expenses rose 16% from Bt. 14 million in the same period of 2010 to Bt. 16 million in this period as a result of an increase in personnel expenses. The proportion of administrative expenses to total revenues stayed at 6%, close to the level in the same period of 2010.

In the first three months of 2011, the Company and its subsidiaries posted a net profit of Bt. 1.22 million, soaring 29% from Bt. 0.9 million in the corresponding period of 2010 and representing a net profit margin of 0.47%.

Financial position as of the end of 2008-2010

Total assets of the Company and its subsidiaries were Bt. 1,011 million, Bt. 912 million and Bt. 878 million as of the end of 2008-2010 respectively, down by Bt. 99 million or 10% in 2009 and Bt. 34 million or 4% in 2010. The major item was operating vehicles, accounting (after depreciation) for Bt. 470 million, Bt. 408 million and Bt. 371 million or 46%, 45% and 42% of total assets respectively. The drop in total assets in 2009 resulted from a diminution in value of fixed assets of Bt. 77 million (largely from a decrease in operating vehicles of Bt. 62 million) and a fall in current investment in mutual funds of Bt. 63 million. For 2010, the decrease in total assets stemmed from a diminution in value of fixed assets of Bt. 39 million (mainly from a decrease in operating vehicles of Bt. 36 million) and a drop in cash and cash equivalents of Bt. 24 million. Current ratio stood at 0.98, 0.95 and 0.99 times over 2008-2010 respectively.

Total liabilities were Bt. 551 million in 2008, down by Bt. 108 million or 20% to Bt. 443 million in 2009 and by Bt. 39 million or 9% to Bt. 404 million in 2010. They were mainly comprised of bank overdrafts and short-term loans from financial institutions, obligation under

- 11 -

long-term finance lease, and long-term loans from financial institutions, which aggregately amounted to Bt. 428 million, Bt. 339 million and Bt. 282 million or made up 78%, 77% and 70% of total liabilities in 2008-2010 respectively. The decline in total liabilities in 2009 was caused by a decrease in obligation under long-term finance lease of Bt. 87 million and in long- term loans from related parties of Bt. 24 million. For 2010, the drop in total liabilities resulted largely from a decrease in obligation under long-term finance lease of Bt. 47 million. The debt to equity ratio stood at 1.20, 0.95 and 0.85 times in 2008, 2009 and 2010 respectively.

Shareholders’ equity of the Company and its subsidiaries grew from Bt. 460 million in 2008 by Bt. 8 million or 2% to Bt. 468 million in 2009 and by Bt. 6 million or 1% to Bt. 474 million in 2010. ROE stood at 11.46%, 2.35% and 2.49% in 2008-2010 respectively.

Financial position as of March 31, 2011

As of March 31, 2011, the Company and its subsidiaries had total assets of Bt. 865 million, down by Bt. 13 million or 1% from the end of 2010 owing chiefly to decreases in trade accounts receivable of Bt. 11 million and cash and cash equivalents of Bt. 9 million and an increase in fixed assets (property, plant and equipment-net) of Bt. 7 million due to additional procurement of operating vehicles.

Total liabilities of the Company and its subsidiaries as of March 31, 2011 stood at Bt. 411 million, up by Bt. 7 million or 2% from year-end 2010 despite a drop in loans from banks and financial institutions of Bt. 16 million. Such increase resulted mainly from the start of recognition of employee benefit obligations, in accordance with the new accounting standard, in an amount of Bt. 17 million and an increase in obligation under long-term finance lease of Bt. 8 million.

Shareholders’ equity declined by Bt. 20 million or 4% from end-2010 to Bt. 454 million as of March 31, 2011 as a consequence of the Company’s adoption of the accounting standard no. 19 ‘Employee Benefits,’ effective January 1, 2011, by using the retrospective method. The Company accounted for the expenses on employee benefits in the case of dismissal or retirement in accordance with the labor law and other long-term benefits arising in the three- month period ended March 31, 2011 as costs and expenses in the statement of comprehensive income for Q1/2011, and made a retrospective adjustment to the obligation on such benefits by adjusting the retained earnings as of the beginning date of accounting year 2011, thereby resulting in a Bt. 17 million drop in the retained earnings at beginning of period. Moreover, the Company’s annual general meeting of shareholders on March 31, 2011 resolved to make annual dividend payment for the 2010 performance at a rate of Bt. 0.03 per share amounting to Bt. 4.20 million in total, thus also causing a fall in the retained earnings. In Q1/2011, the Company and its subsidiaries recorded an increase in retained earnings from the net profit in such period of Bt. 1 million, and the Company’s return on equity stood at 0.95%.

Projection of future performance

As indicated in the tender offer document, the Offerors have no plan to make any material change in regard to the business policy or plan, disposal of the core assets of the Company, dividend policy or business objectives of the Company over the 12-month period from the end of the tender offer period. The Offerors intend to continue the Company’s existing business and leverage on the Company’s brand, expertise and know-how in Thai and Southeast Asian logistics markets.

The Company and its subsidiaries will carry on their existing logistics business, covering the core activities in customs clearance services, transportation and distribution services, and warehouse management services. No impact is expected on the Company from the business management policy and plan of the Offerors since the Offerors have no intention to make any

- 12 -

material change in the Company over the 12-month period from the end of the tender offer period, nor to dispose of the Company’s core operating assets, nor to materially change its key existing personnel, organization structure and/or group structure in order to ensure the smooth business operations of the Company. Moreover, the Offerors have no plan to further increase the capital or acquire additional debt financing unless required by the Company’s management. However, the Offerors may make any necessary management decision to be consistent with and boost efficiency of the business operations and the financial position of the Company in the future without any significant impact on its normal business operations. The Offerors and/or their shareholders can arrange or support funds if needed by the Company in the future.

The Company will gain benefits from the Offerors’ considerable experience and expertise in logistics business network. The business alliance between the two parties is expected to create great synergy and broaden the client base and asset investments for business expansion, thereby generating additional revenues for ETG group. The Company and its subsidiaries are anticipated to continuously grow their revenues and profits in the future.

The Company already obtained the SET’s approval of its Delisting of Shares on June 3, 2011 and the Offerors are now in the process of making a tender offer for the remaining shares from the minority shareholders so as to comply with a condition of such approval, with the tender offer period to end on September 26, 2011. Accordingly, the Delisting of Shares will be effected by 2011 and the Company will from 2011 onwards no longer be entitled to tax benefits granted to MAI-listed entities and will instead have to pay the usual tax rate of 30%. On the contrary, if it remains an MAI-listed company, ETG will be entitled to a corporate income tax rate of 20% in 2011 and of 25% during 2012-20152 in accordance with the new Royal Decree regarding reduction of revenue rates to be further enacted. However, some of its subsidiaries will still be entitled to tax deduction benefits from their loss carried forward and, hence, could enjoy a lower-than-usual tax rate during the specified period.

Over 2008-2010, the Company and its subsidiaries reported total revenues of Bt. 1,123 million, Bt. 979 million and Bt. 1,047 million respectively. A sharp drop in the revenues in 2009 was attributed to a decline in services rendered to large customers and fallouts from the economic recession. To cope with this, the Company has adjusted itself and sought new business opportunity and new customers in a bid to enhance its income growth in the future. It is believed that after the Offerors have undertaken the business management, the Company and its subsidiaries will be able to consistently grow their performance. The Company’s management expects that HTS Group will help drive up revenues and net profit for 2011 with a growth rate of 15% and will, in the next five years, help to bring the Company’s revenues up above Bt. 2,000 million. HTS Group has had experience, know-how, expertise and network in logistics business. However, the Offerors’ future decision on any action concerned with the Company will be based upon the crucial information and incident in the future time, which is subject to change if the Offerors obtain additional information or the incident changes, dependent mainly on the decision of the shareholders and/or the Board of Directors of the Company. In the event that the Offerors change the Company’s management policy and plan in the future or sell or transfer the Company’s shares to a third party such that the Company’s management policy and plan would change from that indicated in the tender offer document, this may cause a change in the projection of the Company’s future operating performance from that described above.

2 On April 12, 2011, the Cabinet passed a resolution approving tax benefits to MAI-listed entities, both new and existing, for a specified period of time. Presently, issuance of a Royal Decree is underway before publishing in the Royal Gazette so that it would come into force.

- 13 -

2. Opinion on the accuracy of the Company’s information shown in the tender offer statement

ETG Board of Directors is of the opinion that the Company’s information presented in the tender offer (Form 247-4) dated July 22, 2011, including amendments to the tender offer form dated August 10, 2011, are accurate.

3. Any relationship or agreement between the Company’s director/s, whether on his/their own behalf or in capacity as the Company’s director/s or as the Offerors’ representative/s, and the Offerors, including the shareholding by the Company’s director/s in the Offerors’ juristic entity and any contract or agreement made or to be made between them in various matters (such as management, etc.)

3.1 Relationship between the Company’s director/s and the Offerors

As of July 22, 2011, the Company, the Offerors and persons under Section 258 of the Offerors had common directors as follows:

Directorship in Name The Offerors Persons under ETG Section 258 of the HTST HTSA Offerors 1. Mr. Takashi Jinguji Director / / See details in 2. Mr. Shunichi Oinuma Director / - Attachment 4.

3.2 Shareholding by the Company’s directors in the Offerors, persons in the same group as the Offerors and persons under Section 258 of the Offerors

As of June 15, 2011, Mr. Takashi Jinguji, ETG Director, held 3,000 shares or 0.0027% of total shares in HTS and 10 shares or 0.012% of total outstanding shares in Manila International Freight Forwarders, Inc., both of which are persons under Section 258 of the Offerors.

As of June 15, 2011, Mr. Shunichi Oinuma, ETG Director, held 4,400 shares or 20% of total outstanding shares in TST Sunrise Service Co., Ltd., which is person under Section 258 of the Offerors.

3.3 Related party transactions

Before the Offerors’ acquisition of shares in the Company on April 5, 2011, the Company and the Offerors had not entered into any related transactions. After the said share acquisition, the Company and/or its subsidiaries have entered into a related party transaction with the Offerors, which arises from and is an integral part of the Share Purchase Agreement (SPA) executed between the existing major shareholders of the Company and the Offerors on April 5, 2011. In this connection, HTST provided a short- term loan in the amount of Bt. 10 million to the Company for further repayment by its subsidiaries of all directors’ loans, together with any and all accrued interest, carrying the interest rate of 4% per annum, and the said loan was repaid already on May 20, 2011 with interest expenses of Bt. 49,315. The Board of Directors’ Meeting of the Company No. 3/2554 on April 5, 2011 resolved, by the directors without a vested interest, to approve the said transaction.

- 14 -

In addition, the Company has entered into related party transactions with the related parties of the Offerors, as follows:

1. Transaction with Hitachi Transport System, Ltd. (major shareholder of the Offerors)

Hitachi Transport System, Ltd. has furnished guarantee for a loan of the Company from Bank of Tokyo Mitsubishi UFJ in an amount of Bt. 200 million under an agreement valid from May 20, 2011 to April 30, 2012, whereby Hitachi Transport System, Ltd. has not charged any guarantee fee from the Company.

2. Transaction with Hitachi Consumer Products (Thailand), Ltd. (“HIC”)*

Transaction Jan-May 2011 (Amount: Baht)

1. Trade accounts receivable – related parties (assets) 1,153,396 2. Revenues from transportation and distribution services 5,480,500 3. Revenues from customs clearance services 555,096 4. Other revenues 626,504 Note: * HIC is a member of Hitachi Group, being the group’s roduction arm for products such as refrigerators, washing machines and vacuum cleaners.

The above transactions with HIC are under arm’s length commercial terms. HIC has already been an existing client of the Company before April 5, 2011 (or before the Offerors’ acquisition of ETG shares).

If in the future the Company additionally enters into any related party transactions with the Offerors and/or persons under Section 258 of the Offerors, the Company will ensure that all conditions are set forth on an arm’s length basis and/or the transactions are made at a market price that is comparable with the price of transactions made with a third party, with due regards paid for the utmost interest of the Company and the shareholders in the same manner as the transactions made with any third party under the normal business practice. Moreover, a meeting of the Audit Committee will be convened to consider and render opinion on the necessity and appropriateness of such transactions. The Company will perform the transactions in compliance with the law on securities and exchange and the regulations, notifications, directives or requirements of the SEC and the SET, the Company’s Articles of Association or other laws and regulations of the concerned authorities, and will also comply with the accounting standards outlined by the Association of Accountants and the good corporate governance principles to enhance the transparency and efficiency of the Company’s operation.

3.4 Other agreements or contracts

The Offerors have signed the Share Purchase Agreement (SPA) with the Company’s directors (who are the existing major shareholders/representatives of the existing major shareholders), with the details as follows:

- 15 -

Contract parties Date of Relevant Major conditions signing securities - HTST and HTSA (collectively as April 5, 2011 81,108,071 1. The Sellers shall sell and the Purchasers) ordinary shares or the Purchasers shall - Mr. Poonsak Thiapairat, 57.93% of total purchase, free from any Mr. Poonyot Thiapairat, outstanding shares and all pledges, charges, Mrs. Srivimol Thiapairat, or voting rights encumbrances, liens, Ms. Juraiporn Thiapairat, restrictions and claims of Ms. Darunee Sangpolsit, any kind whatsoever, the Mr. Chunlaphop uranajanyakul, ordinary shares, together Mr. Tanongchai Thiapairat, with all rights and benefits Mr. Prapat Thiapairat, and of the said shares. Mr. Pairoj Thiapairat 2. HTST shall advance an (collectively as the Sellers) 1/ amount of Bt. 10 million to the Company for further repayment by its subsidiaries to each lender of the shareholders/directors’ loans, together with any and all accrued interest. 3. Mr. Tanongchai Thiapairat, Mr. Prapat Thiapairat, Mr. Pairoj Thiapairat and Mr. Chinnavat Chinsangaram shall resign as the directors of ETG. 2/ 4. The Sellers shall cooperate with the Purchasers in the overall management, control and day-to-day operation of the Company and shall assist in causing the Company Group to be handed over to the Purchasers. 5. The Purchasers intend to retain the Company’s key employees after completion of the share purchase in accordance with the terms and conditions of the employment already agreed upon prior to the completion of the share purchase. 6. The Sellers shall not, either alone or jointly with, or any other related person directly or indirectly, carry on or be engaged in any

- 16 -

Contract parties Date of Relevant Major conditions signing securities activity or business which shall be in competition with the Company’s or the Company Group’s business in Thailand and within Southeast Asia, for a period of five years from the date of this Agreement. - HTSA (as the Purchaser) April 5, 2011 27,800,00 1. The Seller shall sell and - Aichi (as the Seller) ordinary shares or the Purchaser shall 19.86% of total purchase, free from any outstanding shares and all pledges, charges, or voting rights encumbrances, liens, restrictions and claims of any kind whatsoever, the ordinary shares, together with all rights and benefits of the said shares. 2. Mr. Toru Iwata (a director of ETG appointed by Aichi) shall resign as the director of ETG. 3/ 3. The Company and the Seller with acknowledgement of the Purchaser shall conclude an agreement for business cooperation concerning the manner in which the Aichi customers will be handled and dealt with on an ongoing basis and other possible future business alliance. Note: 1/ Mr. Poonsak Thiapairat, Mr. Tanongchai Thiapairat, Mr. Prapat Thiapairat, and Mr. Pairoj Thiapairat are the directors of ETG. Mr. Pairoj Thiapairat resigned as the director of ETG on April 5, 2011 and Mr. Tanongchai Thiapairat and Mr. Prapat Thiapairat tendered their resignation on May 9, 2011, whereas Mr. Poonsak Thiapairat continues to serve as ETG director. 2/ Mr. Pairoj Thiapairat and Mr. Chinnavat Chinsangaram resigned as the directors of ETG on April 5, 2011. Mr. Tanongchai Thiapairat and Mr. Prapat Thiapairat resigned as the directors of ETG on May 9, 2011. 3/ Mr. Toru Iwata resigned as the director of ETG on April 5, 2011.

- 17 -

4. Opinion of the Board of Directors of the Company to the securities holders

ETG Board of Directors’ Meeting No. 5/2554 on August 11, 2011 considered the tender offer made by the Offerors (Form 247-4) and the opinion report of Advisory Plus Co., Ltd., the shareholders’ advisor, regarding the said tender offer. There were three non-interested directors out of the total seven board members attending this agenda item of such meeting, as listed below:

Name Position 1. Mr. Poonsak Thiapairat Chairman and Managing Director 2. Mrs. Pochaman Pasawat Audit Committee Chairman and Independent Director 3. Assoc. Prof. Ruth Banomyong Audit Committee Member and Independent Director Note: - Mr. Pracha Phathayakorn not participate in the meeting - Mr. Shunichi Oinuma, Mr. Takashi Jinguji and Mr. Thanapat Pupat, who are representatives of the Offerors and have a vested interest in the matter proposed for consideration on this agenda item, did not participate in the meeting to avoid a conflict of interest.

The Board of Directors, excluding the board members who have a vested interest, unanimously resolved to recommend the shareholders to accept the tender offer, with the details as follows:

4.1 Reasons to accept and/or reject the tender offer

The Company’s Board of Directors has considered the tender offer (Form 247-4) and the opinion rendered by the shareholders’ advisor, Advisory Plus Co., Ltd. (“independent financial advisor” or “IFA”), and agreed with the IFA that the tender offer and the offer price are reasonable. The Board of Directors therefore unanimously resolved to recommend the shareholders to accept the tender offer based on the following reasons:

1) The offer price of Bt. 5.74 per share is reasonable based on the IFA’s opinion that the said offer price is appropriate since it is higher than the fair price appraised by the discounted cash flow approach at Bt. 4.70 per share and by a sensitivity analysis on the share valuation by this approach at a range of Bt. 3.84 - 5.79 per share.

2) This tender offer is the final step of the delisting process. After completion of the delisting of shares from the MAI, the shareholders will be impacted from a lack of secondary market for share trading and, hence, a lack of trading liquidity for the shares. There will be a smaller opportunity for them to receive capital gains and the shareholders who are individual persons will no longer be entitled to capital gain tax exemption. Moreover, since the Company will no longer be obliged to observe the disclosure rules of the SEC and the SET, the shareholders will therefore have a limited access to the Company’s information.

3) The minority shareholders will be unable to exercise checks and balances against the major shareholders. As of the submission date of this tender offer, the Offerors owned 99.50% of the Company’s outstanding paid-up shares. Such shareholding proportion will enable the Offerors to control and have decision power on nearly all issues, whereas other shareholders will risk failing to collect sufficient votes to exercise checks and balances against the Offerors.

- 18 -

Nonetheless, if the shareholders wish to retain the investment in the Company in the long term and are confident in the Company’s future business potential under the management and control of the Offerors who have experience and skill in the logistics business, as well as in the implementation of the management policy and plan indicated by the Offerors in the tender offer document, the shareholders could then reject the tender offer.

The opinion provided by the Board of Directors above is simply intended as part of the basis for consideration by the shareholders. In deciding whether to accept or reject the tender offer, the shareholders should also analyze other relevant information and take into account the IFA’s opinion. The final decision depends principally on the individual shareholders’ discretion.

4.2 Opinions and reasons of the individual directors and the number of shares held by them (only in case where the opinion in 4.1 is not unanimous)

- None -

4.3 Benefits or impacts from the plans and policies indicated in the tender offer and viability of such plans and policies

The Company’s status

Maintaining of a listed company status on the MAI

The Offerors have an intention to delist ETG shares from the MAI, expecting the said delisting of shares to be effected by 2011. The Company already obtained the SET’s approval of the Delisting of Shares on June 3, 2011 and the Offerors are now in the process of making a tender offer for the securities so as to comply with a condition of such approval, with the tender offer period to end on September 26, 2011.

The Offerors view that the Company, at present and in the near future, does not need funds raised from the MAI and that the Offerors and/or their shareholders are able to arrange or support such funds needed by the Company in the future. After completion of the Delisting of Shares from the MAI, the Company’s listed company status will be terminated, but it will remain as a public company.

The Board of Directors is of the opinion that the delisting of shares, which will be effected by 2011, will lead the Company to no longer be entitled, from 2011 onwards, to the tax privileges granted to MAI-listed entities, including a corporate income tax rate of 20% in 2011 and 25% during 2012-2015, in accordance with the new Royal Decree on revenue rate reduction endorsed by the Cabinet on April 12, 2011, which grants a tax benefit at 25% to MAI-listed companies, both newcoming and existing, for a specified period of time. The issuance of the said Royal Decree is underway and will be published in the Royal Gazette before taking full force and effect. If the Company remains as a listed entity, it will be entitled to such tax benefits in 2011 and over 2012-2015 in accordance with the said Royal Decree to be further enforced. Besides, the Company will not be entitled to tax exemption on dividend received from Thai entities or mutual funds. The delisting of shares will moreover lessen the Company’s ability to raise funds or offer securities to the public for its future business expansion. However, it is expected that the Company will not be affected since the Company, at present and in the near future, does not need funds raised from the MAI and the Offerors and/or their shareholders could arrange or support such funds required by the Company in the future.

After the delisting of shares, the shareholders who decline the tender offer and continue holding ETG shares will be impacted from a lack of trading liquidity and a smaller

- 19 -

opportunity to receive capital gains due to absence of a secondary market for the share trading, no capital gain tax exemption for shareholders who are individual persons, a limited access to the Company’s information, etc. However, the shareholders will still have rights as a shareholder such as rights to attend the shareholders’ meeting, rights to receive dividend as approved by the Board of Directors or the shareholders’ meeting (as the case may be), etc.

Policy and plan on business management

The Offerors have no intention to make any material change in regard to the business policy or plan, disposal of the core assets or business objectives of the Company over the 12-month period from the end of the tender offer period. The Offerors intend to continue the Company’s existing business and leverage on the Company’s brand, expertise and know-how in Thai and Southeast Asian logistics markets.

Plan to liquidate core assets on the business

Presently, the Offerors do not have any plan to liquidate the core operating assets of the Company.

Organization and human resources plan

The Offerors shall maintain the key existing employees, including Mr. Poonsak Thiapairat, the Company’s Executive Director, to smoothen the business operation and do not have intention to materially change the organization structure and/or the Company’s group structure.

Dividend payment policy

The Offerors have no intention to change the current dividend policy of the Company.

Financial structure

The Offerors have no plan to further increase the capital or provide additional debt financing unless required by the Company’s management. However, the Offerors may make any necessary management decision to be consistent with and boost efficiency of the business operations and the financial position of the Company in the future without any significant impact on its normal business operations.

Nevertheless, the post-tender offer business plan indicated by the Offerors in the tender offer document has been based upon the Company’s business information and business environment perceived by the Offerors at the time of preparing this tender offer. A future decision on any action will hinge on the crucial information and incident prevailing at that moment, which is subject to change if the Offerors obtain additional information or the incident changes. The future business plan is dependent primarily on the decision of the shareholders and/or the Board of Directors of the Company in their administration of the Company’s business with integrity and protection of the Company’s interest.

The Board of Directors is of the opinion that the Company will not be affected by the management policy and plan indicated in the tender offer document since the Offerors do not plan to make any material change in the Company’s policy and plan over the 12-month period from the end of this tender offer period. It is expected that the Company will continue its business operation and will benefit from the considerable experience and expertise in the logistics business network of the Offerors. The business management policy and plan indicated in the tender offer document are viable since the Offerors

- 20 -

currently own a controlling stake of more than three-fourths of the total paid-up share capital of the Company (as of June 15, 2011 the Offerors hold 99.50% of the Company’s total paid-up shares, with HTST and HTSA owning 51.00% and 48.50% respectively), thereby leading the Offerors to be able to control and have decision power in almost all matters which must obtain approval from the shareholders’ meeting. Although there will be only three representatives of the Offerors sitting on the Company’s seven-member Board of Directors, hence a minority voting, the said proportion of the Offerors’ shareholding will enable the Offerors to increase/reduce or change the directors as they desire.

In addition, any material change in the Company’s business plan, management policy and plan from those indicated in the tender offer document must be approved by the Board of Directors and/or the shareholders’ meeting of the Company. With total control power in the Company as described above, the Offerors accordingly have the authority to determine or change the business management policy and plan of the Company.

Related party transactions

On April 5, 2011, HTST provided a short-term loan in the amount of Bt. 10 million with the interest rate of 4% per annum to the Company for further repayment by its subsidiaries of all directors’ loans, together with any and all accrued interest, and the loan was already repaid by the Company on May 20, 2011, with interest expenses of Bt. 49,315. The Board of Directors’ Meeting of the Company No. 3/2554 on April 5, 2011 resolved, by the directors without a vested interest, to approve the said transaction.

In addition, the Company has entered into related party transactions with the related parties of the Offerors, as follows:

1. Transaction with Hitachi Transport System, Ltd. (major shareholder of the Offerors)

2. Transaction with Hitachi Consumer Products (Thailand), Ltd. (“HIC”)*

Transaction Jan-May 2011 (Amount: Baht)

1. Trade accounts receivable - related parties (assets) 1,153,396 2. Revenues from transportation and distribution services 5,480,500 3. Revenues from customs clearance services 555,096 4. Other revenues 626,504 Note: * HIC is a member of Hitachi Group, being the group’s production arm for products such as refrigerators, washing machines and vacuum cleaners.

If in the future the Company additionally enters into any related party transactions with the Offerors and/or persons under Section 258 of the Offerors such as transportation and

- 21 -

distribution services, customs clearance services, etc., which are transactions related to the Company’s core activities, the Offerors and the Company will ensure that all conditions are set forth on an arm’s length basis and/or the transactions are made at a market price that is comparable with the price of transactions made with a third party, with due regards paid for the utmost interest of the Company and the shareholders in the same manner as the transactions made with any third party under the normal business practice. The Company will comply with the requirements of the Office of the SEC and the SET, the Company’s Articles of Association or other laws and regulations of the concerned authorities, and will also conform with the accounting standards outlined by the Association of Accountants and the good corporate governance principles to enhance the transparency and efficiency of the Company’s operation.

The Board of Directors is of the opinion that the Company has clearly outlined a policy on related party transactions, which could help prevent any potential conflict of interest and ensure fairness to all shareholders in the event that the Company will enter into any related party transactions with the Offerors in the future.

4.4 Additional opinions of the Board of Directors of the Company (only in case of a tender offer for delisting in accordance with the SET’s requirements)

(1) Benefit to the shareholders and impacts on the shareholders who decline the tender offer

The shareholders who decline the tender offer will continue to be the Company’s shareholders and be entitled to rights such as dividend payment from the Company’s retained earnings as approved by the Board of Directors or the shareholders (whichever is the case) and rights stipulated in the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535 (and the subsequent amendments) regarding matters such as participation in the shareholders’ meeting, election of directors, access to information, etc.

However, the shareholders who reject the tender offer will be impacted by the delisting of the Company’s shares and be deprived of the benefits obtainable from the Company as a listed entity in terms of a lack of trading liquidity, a limited opportunity to enjoy capital gains from the share trading due to a lack of a secondary market for the share trading, the shareholders who are individual persons no longer being entitled to capital gain tax exemption, a limited access to the Company’s information, etc. Moreover, the minority shareholders will be unable to exercise checks and balances against the Offerors who are the major shareholders with an almost total control power over the Company.

(2) Appropriateness of the offering price

The Board of Directors agrees with the IFA’s opinion that the offering price of Bt. 5.74 per share is reasonable and will not cause any loss to the shareholders in accepting the tender offer. Moreover, the said offer price is compliant with the requirements under Section 58 of the SEC Notification No. KorChor.53/2545 Re: Rules, conditions and procedures for holding of securities for business takeovers, whereby the offering price must not be lower than the highest of the prices computed according to the following guidelines:

- 22 -

Price Guideline (Bt./share) 1. The highest price paid for the said ordinary shares which have been acquired by 5.74 the Offerors, or any related party of the Offerors specified in Section 258, during the period of 90 days prior to the date on which the offer document is submitted to the Office of the SEC (during April 22-July 21, 2011) 2. The weighted average market price of such shares during the period of five 4.82 business days prior to the date on which the Board of Directors of the Company resolves to propose for consideration by the shareholders’ meeting the delisting of shares (March 29-April 4, 2011) 3. The net asset value of the Company calculated based on the book value which 4.14 has been adjusted to reflect the latest market value of the assets and liabilities of the Company (calculated by Advisory Plus Co., Ltd., the shareholders’ advisor) 4. The fair value of the Company’s ordinary shares as appraised by a financial advisor - Appraised by Kim Eng Securities (Thailand) Plc., the Offerors’ financial 4.75 advisor - Appraised by Advisory Plus Co., Ltd., the shareholders’ advisor 4.70

We hereby certify that all the above information is true, complete and correct and there has been neither any information that may cause a misunderstanding in material aspect among other parties nor any concealment of material information that should have been explicitly revealed.

Eternity Grand Logistics Public Company Limited

-Poonsak Thiapairat- (Mr. Poonsak Thiapairat) Director

- 23 -

5. Opinion of the Shareholders’ Advisor

Reference is made to an offer of Hitachi Transport System (Thailand), Ltd. and Hitachi Transport System (Asia) Pte. Ltd. to purchase all ordinary shares of Eternity Grand Logistics Plc. according to the tender offer document dated July 22, 2011. Advisory Plus Co., Ltd., an SEC- approved independent financial advisor, has been appointed by the Company to act as advisor to the shareholders to render opinion to the minority shareholders regarding the said tender offer.

As a basis of our analysis and rendering of opinion, we have studied the information contained in the tender offer (Form 247-4), the information and documents obtained from the Company and the Offerors and/or the information available publicly such as the annual registration statement (Form 56-1), auditor’s reports, financial statements, assumptions for financial projection, the Share Purchase Agreements, property valuation reports, SET statistical data regarding listed companies in the industry sector related to the Company’s business and other relevant documents, including interviews with the management of the Company. The opinion given is based on the assumption that the information in the tender offer, the information and documents available from the Company and/or the Offerors, and the information derived from the interviews with the Company’s management are complete and accurate. Our consideration has been made based on the economic condition and the information perceivable at the time of this study. As such, any change, or any incident arising that will cause a significant change, in these factors will likely pose a material impact on the business operation, financial assumptions, the IFA’s opinion and the shareholders’ decision on such tender offer. The opinion given by the IFA can be summed up as follows:

5.1 Appropriateness of the offering price

The Offerors have made a tender offer for ETG shares at an offering price of Bt. 5.74 per share. We have identified a reasonable price of ETG shares by using different valuation approaches for determining the appropriateness of the said offering price, with details of the share valuation as follows:

5.1.1 Book Value Approach

Under this approach, the shares are appraised based on the Company’s book value from the consolidated financial statement ended March 31, 2011, reviewed by Mr. Suchart Panitcharoen, an SEC-approved auditor of SP Audit Co., Ltd. Here are details of the share valuation:

Item Amount Shareholders’ equity1/as of March 31, 2011 (Bt. million) 437.63 Par value (Bt./share) 1.00 Total number of paid-up shares (million shares) 140.00 Book value per share (Bt.) 3.13 Note: 1/ Excluding minority interest

The share valuation by this approach reflects the financial position as of March 31, 2011 only, but does not show the present market value of the assets and the profitability of ETG and its subsidiaries in the future.

By this method, ETG shares are appraised at Bt. 3.13 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 2.61 per share or 45.47%.

- 24 -

5.1.2 Adjusted Book Value Approach

Using this approach, the shares are appraised based on the book value from the consolidated financial statement ended March 31, 2011, adjusted by the crucial items arising after such financial statement date or other items with material impacts on value of assets of the Company and its subsidiaries in order to reflect the most current net asset value or the true value of the Company.

As of March 31, 2011, ETG and its subsidiaries had total assets of Bt. 865.39 million, which will be adjusted by an increase in current investment of Bt. 0.06 million and an increase in value of land and buildings and value of vehicles and transportation equipment based on the market value appraised by an independent appraiser of Bt. 46.58 million and Bt. 95.16 million respectively.

Some other assets have not been adjusted because their fair value has already been reflected in the book value. Here are details of the crucial asset items:

Asset Value Details (Bt. million) Cash and cash 14.05 As of March 31, 2011, the Company had cash and cash equivalents equivalents of Bt. 14.05 million. Current 7.95 As of March 31, 2011, the Company had investment in investment-net available-for-sale securities in mutual funds with acquisition cost of Bt. 7.82 million, plus unrealized gains of Bt. 0.13 million, making up a total fair value of Bt. 7.95 million. As of July 29, 2011, the above assets carried a market value of Bt. 8.01 million. We have taken the difference between the market value and the fair value above, of Bt. 0.06 million, to adjust the asset value of the Company. Trade accounts 201.99 As of March 31, 2011, the Company and its subsidiaries had receivable-net trade accounts receivable of Bt. 202.58 million, with allowance for doubtful accounts set aside at Bt. 3.03 million, resulting in net trade accounts receivable of Bt. 199.55 million. Most of them were the accounts not yet due, amounting to Bt. 158.31 million, with details as follows: Receivables classified by overdue period (Bt. million) Not yet due 158.31 Overdue up to 3 months 33.16 Overdue 3 - 6 months 6.55 Overdue 6 - 12 months 3.44 Overdue more than 1 year 1.11 Total 202.58 Less Allowance for doubtful (3.03) accounts Net 199.55 The Company and its subsidiaries have set aside an allowance for doubtful accounts from trade accounts receivable according to their allowance policy, at a rate of 20%, 50% and 100% of the unrecoverable accounts overdue for 4-6 months, 6-12 months, and more than 12 months respectively, which is deemed

- 25 -

Asset Value Details (Bt. million) appropriate and adequate. In addition, there were trade accounts receivable from related parties in an amount of Bt. 2.47 million, with allowance for doubtful accounts set aside at Bt. 0.03 million, resulting in a net amount of Bt. 2.44 million. Advance payment 23.74 As of March 31, 2011, the Company had advance payment of of custom custom brokerage of Bt. 24.25 million, with allowance for brokerage-net doubtful accounts set aside at Bt. 0.51 million, resulting in net payment of Bt. 23.74 million. Most of this was the advance payment of custom brokerage which was collected and not yet, amounting to Bt. 14.53 million, with details as follows. Advance payment of custom brokerage classified by overdue period (Bt. million) Advance payment of custom brokerage, not yet 7.31 collected Advance payment of custom brokerage, collected Not yet due 14.53 Overdue up to 3 months 1.77 Overdue 3 - 6 months 0.04 Overdue 6 - 12 months 0.39 Overdue more than 1 year 0.22 Total 24.25 Less Allowance for doubtful accounts (0.51) Net 23.74 The Company and its subsidiaries have set aside an allowance for doubtful accounts from advance payment of custom brokerage according to their allowance policy, at a rate of 20%, 50% and 100% of the uncollectible amount overdue for 4-6 months, 6-12 months, and more than 12 months respectively, which is deemed appropriate and adequate. Inventories-net 2.31 As of March 31, 2011, the Company had inventories of Bt. 2.41 million, with allowance for decline in value of inventories set aside at Bt. 0.10 million, resulting in net inventories of Bt. 2.31 million, as detailed below: (Bt. million) Inventories 2.41 Less Allowance for decline in value of (0.10) inventories Net 2.31 The Company has set aside an allowance for decline in value of inventories for the products that are deteriorated, damaged, obsolete or kept in stock for too long. Such allowance is deemed proper and adequate. However, since the Company’s core business is a service business, the amount of inventories is small.

- 26 -

Asset Value Details (Bt. million) Other current 32.85 As of March 31, 2011, other current assets carried a net book assets-net value of Bt. 32.85 million, comprising supplies, insurance premium paid in advance, advance paid to employees, deposits payable, accrued interest receivable, and other receivables. Other receivables were Bt. 5.82 million, for which an allowance for doubtful accounts was set aside at Bt. 1.58 million in line with the Company’s allowance policy, which is deemed appropriate and adequate. Property, plant 558.28 As of March 31, 2011, the Company and its subsidiaries had and equipment- fixed assets, consisting of land, buildings, warehouses, net improvements, public utilities, tools, equipment, vehicles and assets under installation, with a net book value of Bt. 558.28 million. As of November 10, 2010, 1989 Consultants Co., Ltd. appraised the market value of land and buildings of an ETG subsidiary, Eternity Consulting Service Co., Ltd. (ECS), at Bt. 169.55 million, which is higher than the net book value as of March 31, 2011 of Bt. 122.97 million. We have thus taken the difference between the appraised value and the net book value above, of Bt. 46.58 million, to adjust the asset value of the Company and its subsidiaries. As of June 29, 2011, American Appraisal (Thailand) Ltd. appraised a market value of vehicles and transportation equipment of ETG and its subsidiaries, Pands Group Logistics Co., Ltd. (PGL) and Eternity Logistics Co., Ltd. (ETL), at a total of Bt. 480.16 million, which is higher than the net book value as of March 31, 2011 of Bt. 381.36 million. We have thus taken the difference between the appraised value and the book value above (assets of subsidiary, PGL, computed in proportion to the Company’s shareholding), of Bt. 95.16 million, to adjust the asset value of the Company and its subsidiaries. Intangible assets- 3.81 As of March 31, 2011, the intangible assets carried a net book net value of Bt. 3.81 million, comprising port management license of Bt. 3.63 million and computer software of Bt. 0.81 million. These are operating assets of the Company. Other non-current 20.40 As of March 31, 2011, other non-current assets carried a net assets - net book value of Bt. 20.40 million, consisting of land rentals paid in advance, pledged deposits, deposits and guarantee, and withholding income tax. Withholding tax amounted to Bt. 11.80 million, for which allowance for doubtful accounts was set aside at Bt. 1.04 million in line with the allowance policy, which is deemed appropriate and adequate.

As of March 31, 2011, the Company had total liabilities of Bt. 410.97 million, composed of the following major items:

- 27 -

(Bt. million) Bank overdrafts and short-term loans from financial 140.15 institutions Trade accounts payable 73.58 Long-term loans from related parties 12.69 Obligation under long-term finance lease 52.76 Long-term loans from financial institutions 82.10 Employee benefit obligations 17.64 Other liabilities such as accrued expenses, other payables, 32.05 accrued dividend payable, and others Total 410.97

None of the above liabilities are significant items that need adjustment.

Details of the asset value adjustment are described below:

(1) Current investment

The Company had current investment in available-for-sale securities of mutual funds, carrying a book value as of March 31, 2011 of Bt. 7.95 million, with details as follows:

Amount Book value as of Mar 31, 2011 Item (units) (Bt. million) SCB Treasury Money Open End Fund (SCBTMF) 220,269 2.24 SCB Savings Fixed Income Open End Fund (SCBSFF) 310,068 5.71 Total 7.95

We have adjusted the above investment to the most current value by basing on the net market value of investment units as of July 29, 2011 and figured out the difference between the said market value and the book value of the investment as of March 31, 2011, as follows:

Total value Amount Value per unit Item (Bt. (units) as of Jul 29, 2011 (Bt.) million) (1) Market value - SCBTMF 220,269 10.2647 2.26 - SCBSFF 310,068 18.5285 5.75 Total 8.01 (2) Book value as of Mar 31, 2011 7.95 Difference between market value and book value as of Mar 31, 2011 (1) - (2) 0.06

The market value of the said investment is Bt. 8.01 million, which is higher than the book value of Bt. 7.95 million by Bt. 0.06 million.

- 28 -

(2) Valuation of land and construction with component parts

Based on a valuation report on assets of a subsidiary (ECS) on November 10, 2010 prepared by 1989 Consultants Co., Ltd. (“1989 Consultants”), which is a valuation company accredited by the Thai Valuers Association and the Valuers Association of Thailand, the land and construction of ECS have been appraised to the present market value of those assets. 1989 Consultants granted permission to the Company to disclose the said valuation report to the minority shareholders of the Company. Details of the asset appraisal could be summarized as follows:

Assets valuated Land and construction under ownership of Eternity Consulting Service Co., Ltd. or ECS Location of assets 18/8 Soi Wat Saothong Klang, Bang Na-Trat Road (ThorLor.34), Tambon Bang Saothong, King-Amphoe Bang Saothong, Samut Prakan Nature of assets 1) One plot of land under title deed no. 2489 with a total area of 13- 1-33.0 rai (5,333.0 sq. wah) 2) Five buildings: a four-storied office building, a warehouse, a canteen, a guard’s quarter, and a car park Registered Mortgage as collateral to Kasikornbank Plc. encumbrance Date of valuation November 3, 2010 Appraised market 1. Land (Bt. 15,500/sq. wah) Bt. 82.66 million value 2. Construction and component parts Bt. 86.89 million Total Bt. 169.55 million

Land valuation

1989 Consultants valuated the land by the market approach through comparison of ECS’s land with the market data derived from the sale price and offer price of four nearby plots of land. An analysis was conducted on ECS’s land compared with the market data by taking into account relevant factors such as location/environment, accessibility, land size, land shape, land condition/level, and public utilities. The land was then analyzed by the weighted quality score (WQS) method. Here are details of all plots of land:

Appraised Details Data set 1 Data set 2 Data set 3 Data set 4 assets Type of assets Land with Vacant land Vacant land Vacant land Vacant land construction Location Soi Wat Soi Wat Soi Wat Soi Wat Soi Wat Saothong Saothong Saothong Saothong Saothong Klang, about Klang, about Klang, about Klang, about Klang, about 350 meters 450 meters 900 meters 2,500 meters 2,200 meters from Bang Na- from Bang Na- from Bang Na- from Bang Na- from Bang Na- Trat Road Trat Road Trat Road Trat Road Trat Road Land area (rai-ngan- 13 - 1 - 33.0 rai 20 - 0 - 0.0 rai 53 - 0 - 15.0 rai 3 - 0 - 00.0 rai 17 - 0 - 00.0 rai sq.wah) (5,333.0 (8,000.0 (21,215.0 (1,200.0 (6,800.0 sq.wah) sq.wah) sq.wah) sq.wah) sq.wah) Land shape Multi angle Multi angle Multi angle Rectangle Multi angle Land condition/level Filled/Parallel Filled/Parallel Not yet filled/ Filled/Parallel Not yet filled/

- 29 -

Appraised Details Data set 1 Data set 2 Data set 3 Data set 4 assets with road with road About 1 meter with road About 1 meter surface surface lower than surface lower than road surface road surface Details of access road Reinforced Reinforced Reinforced Reinforced Reinforced concrete, 6 concrete, 6 concrete, 6 concrete, 6 concrete, 6 meters wide, 8 meters wide, 8 meters wide, 8 meters wide, 8 meters wide, 8 meters wide meters wide meters wide meters wide meters wide incl. shoulders incl. shoulders incl. shoulders incl. shoulders incl. shoulders Public utilities Power, water Power, water None Power, water Power, water supply, supply, supply and supply and telephone and telephone and telephone telephone water drainage water drainage Town zoning Purple Zone* Purple Zone * Purple Zone * Purple Zone * Purple Zone * Maximum utilization Industrial Industrial Industrial Industrial Industrial Development potential Moderate Moderate Moderate Moderate Moderate Sale/Offer price 15,000 10,000 16,250 12,500

(Bt./sq.wah) (Sold in 2008) Price offered for sale in November 2010 Adjusted price 16,369 15,036 15,737 12,723 Weighted (%) 100.00% 48.28% 9.66% 23.21% 18.86% Potential price 15,405.89 7,902.22 1,451.77 3,652.51 2,399.39 Asset value (rounded 15,500 up) Note * Purple Zone refers to land areas designated for industrial and warehousing purposes.

The land of ECS was appraised by 1989 Consultants at Bt. 15,500 per sq. wah or a total value of Bt. 82.66 million.

Valuation of construction

1989 Consultants applied the cost approach for valuing the construction by estimating the replacement cost of the construction based on the present value, deducted by depreciation cost according to useful life of the assets. The details are as follows:

1. Building 1: Four-storied office building

Type Area (sq.m.) Appraised price Total appraised (Bt./sq.m.) price (Bt.) 1. Interior space 3,317.8 15,000 49,767,000 2. Entrance area 48.0 8,000 384,000 3. Passenger lift with equipment (set) 1 1,300,000 1,300,000 Price before depreciation 51,451,000 Depreciation for 4 years at 2% per year or 8% in total 4,116,080 Total appraised price after depreciation 47,334,920

- 30 -

2. Building 2: Warehouse

Type Area (sq.m.) Appraised price Total appraised (Bt./sq.m.) price (Bt.) 1. Interior space: office area 112.0 9,500 1,064,000 2. Interior space: warehouse area 4,020.8 8,500 34,176,800 3. Goods handling area, elevated 1.5 504.0 3,500 1,764,000 m. 1,310.0 2,000 2,620,000 4. Ramp, elevated 0.8 m. Price before depreciation 39,624,800 Depreciation for 4 years at 2% per year or 8% in total 3,169,984 Total appraised price after depreciation 36,454,816

3. Building 3: Canteen

Type Area (sq.m.) Appraised price Total appraised (Bt./sq.m.) price (Bt.) Interior space 140.0 7,500 1,050,000 Depreciation for 4 years at 2% per year or 8% in total 84,000 Total appraised price after depreciation 966,000

4. Building 4: Guard’s quarter

Type Area (sq.m.) Appraised price Total appraised (Bt./sq.m.) price (Bt.) Interior space 6.0 7,000 42,000 Depreciation for 4 years at 2% per year or 8% in total 3,360 Total appraised price after depreciation 38,640

5. Building 5: Car park

Type Area (sq.m.) Appraised price Total appraised (Bt./sq.m.) price (Bt.) Interior space 100.0 2,000 200,000 Depreciation for 4 years at 2% per year or 8% in total 16,000 Total appraised price after depreciation 184,000

6. Component parts

Type Total appraised price (Bt.) Concrete yard, water drainage piping with treatment pond, and fence gate 2,080,000 Depreciation for 4 years at 2% per year or 8% in total 166,400 Total appraised price after depreciation 1,913,600

1989 Consultants valued the construction and component parts at a total of Bt. 86.89 million.

- 31 -

Table summarizing the asset valuation Unit: Bt. million Book value Appraised value Appraised value Asset appraised higher (lower) than as of March 31, 2011 as of November 10, 2010 book value 1. Land 48.32 82.66 34.34 2. Construction 74.65 86.89 12.24 and component parts Total 122.97 169.55 46.58

(3) Valuation of operating vehicles According to a valuation report on vehicles and transportation equipment of the Company and its subsidiaries, Pands Group Logistics Co., Ltd. (“PGL”) and Eternity Logistics Co., Ltd. (“ETL”), dated June 29, 2011 by American Appraisal (Thailand) Ltd. (“AA”), which is a valuation company accredited by the Thai Valuers Association and the Valuers Association of Thailand, the vehicles and transportation equipment of the Company and its subsidiaries have been appraised at a fair market value on a continuous use basis for public purpose to support the delisting from the MAI. Details of the said valuation are as follows: Assets valuated Vehicles and transportation equipment totaling 608 units, consisting of 1. Vehicles and transportation equipment of the Company, 453 units Type Quantity (units) 4-wheeled truck 37 6-wheeled truck 89 Tow truck 168 Semi-trailer 153 Automobile, pick-up & golf 5 cart Forklift 1 Total 453

2. Vehicles and transportation equipment of PGL, 144 units Type Quantity (units) Tow truck 60 Semi-trailer 78 Side-curtain truck 5 Motorcycle 1 Total 144

3. Vehicles and transportation equipment of ETL, 11 units Type Quantity (units) 4-wheeled truck 3 Forklift & pallet truck 8 Total 11 Location of assets 1) No. 18/8 Moo 4 Bang Na-Trat Road (Km. 23), Bang Sao

- 32 -

Thong Sub-district, Bang Sao Thong District, Samut Prakan Province 2) No. 22/6 Happy Place Road, Khlong Sam Pravet Sub-district, Lat Krabang District, Bangkok 3) No. 135 At Narong Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok 4) No. 70 Moo 6 Talingchan-Suphan Buri Road, Lahan Sub- district, Bang Bua Thong District, Nonthaburi Province 5) No. 105-106 Moo 1 Sisa Chorakhe Yai Sub-district, Bang Sao Thong District, Samut Prakan Province 6) No. 188/1 Moo 4 Phahon Yothin Road, Lam Sai Sub-district, Wang Noi District, Phra Nakhon Si Ayutthaya Province 7) No. 78/4 Moo 6 Nakhon Luang Sub-district, Nakhon Luang District, Phra Nakhon Si Ayutthaya Province 8) Laem Chabang, Si Racha District, Chon Buri Province Date of valuation June 17, 2011 Appraised market value Bt. 480.16 million

AA employed the market approach to determine the as-is value of the vehicles and transportation equipment, by searching the data on trading of vehicles and transportation equipment via the www.truck2hand.com and from second-hand truck dealers to compare and derive an appropriate fair value. From an inspection, AA found that the vehicles and transportation equipment have been maintained as usual and still been in a good working condition, and accordingly assumed that the vehicles and transportation equipment could function efficiently according to the objective of design or fabrication. The outcome of valuation, by type of the vehicles and transportation equipment, is shown below:

Book value Appraised Appraised Appraised value higher Quantity as of Mar value value higher (lower) than book value Entity/Type (units) 31, 2011 as of Jul 29, (lower) than (Bt. million) (Bt. million) 2011 book value (based on shareholding (Bt. million) (Bt. million) proportion) 1. ETG 1.1 4-wheeler 37 21.38 18.34 (3.04) (3.04) 1.2 6-wheeler 89 71.90 82.00 10.10 10.10 1.3 Tow truck 168 170.92 222.50 51.58 51.58 1.4 Semi-trailer 153 18.48 41.28 22.80 22.80 1.5 Automobile, 5 0.89 3.21 2.32 2.32 pick-up & golf cart 1.6 Forklift 1 0.002 0.12 0.12 0.12 Total 453 283.57 367.45 83.88 83.88 2. PGL 2.1 Tow truck 60 69.43 81.80 12.37 8.661/ 2.2 Semi-trailer 78 27.94 27.73 (0.21) (0.15)1/ 2.3 Side-curtain 5 0.60 0.60 - - truck 2.4 Motorcycle 1 0.005 0.005 - - Total 144 97.98 110.14 12.16 8.511/ 3. ETL 3.1 4-wheeler 3 0.82 1.09 0.27 0.27 3.2 Forklift & pallet 8 0.08 1.49 1.41 1.41 truck Total 11 0.90 2.58 1.68 1.68 Less Related party (1.09) - 1.09 1.09 transaction2/ Grand total 608 381.36 480.16 98.81 95.16

- 33 -

Note: 1/ ETG owns 70% of PGL’s total paid-up shares and has thus recognized a revaluation surplus pro rata with its shareholding in PGL. 2/ Related party transaction came from gain on sale and purchase of operating vehicles in the past between ETG and Eternity Transport Co., Ltd.

By comparing the appraised market value of the vehicles and transportation equipment by AA of Bt. 480.16 million with their book value as of March 31, 2011 of Bt. 381.36 million plus the realized revaluation surplus according to ETG’s shareholding in PGL, it is found that the said appraised value is higher than the book value by Bt. 95.16 million.

Details of the book value adjustment of ETG shares

Item Bt. million ETG shareholders’ equity1/as of March 31, 2011 437.63 Adjustment items Add Surplus on investment value 0.06 Revaluation surplus on fixed assets 46.58 Revaluation surplus on vehicles and transportation 95.16 equipment Net book value after adjustment 579.43 Total number of paid-up shares (million shares) 140.00 Net book value per share after adjustment (Bt.) 4.14 Note: 1/ Excluding minority interest.

The share valuation by this method can reflect the more updated net asset value than the book value approach and has also reflected the market value of assets that will affect the current net asset value. However, this method does not focus on the future performance and competitive potential of the Company, nor the overall economic and industrial trend.

By this method, ETG shares are appraised at Bt. 4.14 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 1.60 per share or 27.87%.

5.1.3 Market Comparable Approach

Under this approach, the share valuation is based upon different ratios, i.e. price to book value (P/BV), price to earnings (P/E), and enterprise value to EBITDA (EV/EBITDA) ratios, of listed entities that engage in land transport and logistics business, by adopting the average of these ratios prevailing in different periods retroactive from July 21, 2011, which is the last business day before the date the Company received the tender offer document (Form 247-4). There are two listed entities selected as the peer companies as follows:

Company name (ticker symbol) Type of business 1. Eternity Grand Logistics Plc. (ETG) Customs clearance service, transportation and distribution service, and warehouse management service, with goods transportation and handling service as the major income source. 2. Kiattana Transport Plc. (KIAT) Industrial raw materials transportation service with large trucks, warehousing and distribution service, and transport management service, with transportation service as the major income source.

- 34 -

We have not adopted the average P/E, P/BV and EV/EBITDA ratios of 16 entities listed in the SET’s Services Industry, Transportation and Logistics Sector, due to variation in the nature of business and the income and cost structure from the Company which primarily operates and generates income from land transportation services. Here are the listed companies, classified by type of business, not used as a reference for the share valuation:

Company name (ticker symbol) Type of business 1. Transport facilities 1.1 Air (1) Airports of Thailand Plc. Operator of six airports, Don Mueang, Phuket, Chiang Mai, (AOT) Hat Yai, Mae Fah Luang-Chiang Rai, and Suvarnabhumi international airports 1.2 Land (1) Bangkok Expressway Plc. Operator of Si Rat Expressway (the Second Stage (BECL) Expressway) and Udon Ratthaya Expressway (Bang Pa-in – Pak Kret Expressway) 1.3 Water (1) Bangpakong Terminal Plc. Port facilities service and seaborne transportation service (BTC) (2) Thai Sugar Terminal Plc. Flour manufacturing, palm oil refinery, cargo handling, (TSTE) warehouse renting, and port facilities services (3) United Standard Terminal Port facilities, cargo handling, transportation and warehouse Plc. (UST) renting services 2. Warehouse (1) Krungdhep Sophon Plc. Warehouse and document management services (KWC) (2) Subsrithai Plc. (SST) Document storage, warehouse renting, packing and handling service, space for rent, and financing services (3) Wyncoast Industrial Park Free zone warehouse for lease Plc. (WIN) 3. Transportation 3.1 Passenger land transport (1) Bangkok Metro Plc. A concessionaire of the Mass Rapid Transit Authority of (BMCL) Thailand to design, produce, procure, install, test and employ equipment and system for the operation and repair & maintenance of electric trains under the MRT Chaloem Ratchamongkhon Line Project for a 25-year term (2) BTS Group Holdings Plc. Operator of BTS Sky Train system and Bus Rapid Transit (BTS) (BRT) system, real estate business, advertising business and service business 3.2 Cargo water transport (1) Jutha Maritime Plc. International marine transport via time charter services and (JUTHA) ship management services (2) Precious Shipping Plc. A small-sized multi-purpose ship-owner operating charter (PSL) services for dry bulk cargo transport (3) RCL Plc. (RCL) Operator of marine cargo transport services with both shipper-owned-containers (SOC) and carrier-owned- containers (COC) with transportation path linkage main trade route from many country among of North-Asia region,

- 35 -

Company name (ticker symbol) Type of business North-east Asia region, South-east Asia region, South-Asia region, Middle East and Australia. (4) Thoresen Thai Agencies Operator of shipping international services with Plc. (TTA) transportation path cover global, offshore oil and gas related services, fertilizer business, and coal logistics business 3.3 Passenger and cargo air transport (1) Thai Airways International Operator of air transport services for passengers, cargoes, Plc. (THAI) parcels and postal matters and aviation and transport related services 4. Others (1) Asian Marine Services Plc. Provider of shipbuilding, afloat repair, dry docking, (ASIMAR) conversion, and engineering services

(1) Price to Book Value Approach (P/BV)

Under this method, the shares are valuated by multiplying the book value of ETG as of March 31, 2011, which is Bt. 3.13 per share, by the average price to book value (P/BV) ratio of the two listed companies described above, over the period of three months, six months, nine months and 12 months up to July 21, 2011, which is the last business day before the date the Company received the tender offer document (Form 247-4). Here is the outcome:

Average P/BV of the selected companies listed in the Transportation and Logistics Sector

Period ETG KIAT Average Average of past 3 months 1.78 5.05 3.42 Average of past 6 months 1.56 5.51 3.54 Average of past 9 months 1.42 6.06 3.74 Average of past 12 months 1.34 6.80 4.07 Source: Available from www.setsmart.com

Conclusion of ETG share valuation by the price to book value approach

Period Average P/BV of Share price selected listed entities (Bt./share) Average of past 3 months 3.42 10.70 Average of past 6 months 3.54 11.08 Average of past 9 months 3.74 11.71 Average of past 12 months 4.07 12.74

By this method, ETG shares are appraised at Bt. 10.70 - 12.74 per share, which is higher than the offering price of Bt. 5.74 per share by Bt. 4.96 - 7.00 per share or 86.41% - 121.95%.

However, since the P/BV of KIAT in a range of 5.05 - 6.80 times is high and deviates from the normal P/BV of general companies, the average P/BV of the selected companies above is somewhat high and leads the appraised price of ETG shares to be unusually high and not to accurately reflect the value of ETG shares.

- 36 -

By comparing the average P/BV of the selected companies above with the average P/BV of all entities listed in the Services Industry, Transportation and Logistics Sector (including the MAI-listed entities operating the transportation and logistics business), all SET- listed companies, and all MAI-listed companies in different periods, the outcome is tabulated below:

Average P/BV Selected Transportation SET MAI Period companies and Logistics Sector * Average of past 3 months 3.42 1.05 2.02 2.61 Average of past 6 months 3.54 0.99 2.00 2.36 Average of past 9 months 3.74 1.00 2.01 2.24 Average of past 12 months 4.07 1.00 1.96 2.14 Share valuation (Bt./share) 10.70 - 12.74 3.10 - 3.29 6.13 - 6.32 6.70 - 8.17 Note: * Excluding P/BV of KIAT and WIN as it is high and deviating from those of other companies. Source: Available from www.setsmart.com

The offering price of Bt. 5.74 per share compared with ETG’s book value of Bt. 3.13 per share will represent a P/BV ratio of 1.83 times, which is higher than the average P/BV of all entities listed in the Services Industry, Transportation and Logistics Sector (excluding KIAT and WIN) of 0.99 - 1.05 and is close to the average P/BV of all SET-listed companies of 1.96 - 2.02,* but lower than the average P/BV of all MAI-listed entities of 2.14 - 2.61 times.

Note: * Details of the P/BV of the individual entities in the Services Industry, Transportation and Logistics Sector (including the MAI-listed entities operating the transportation and logistics business) are presented in Attachment 1.

(2) Price to Earnings Ratio Approach (P/E)

By this approach, the share price is valuated based on ETG’s net earnings per share over the four quarters retroactive to Q1/2011 (equal to Bt. 0.11 per share), multiplied by the average price to earnings (P/E) ratios of the two listed companies described above, over the period of three months, six months, nine months and 12 months up to July 21, 2011, which is the last business day before the date the Company received the tender offer document (Form 247-4). Here is the outcome:

Average P/E of the selected companies listed in the Transportation and Logistics Sector

Period ETG KIAT Average Average of past 3 months 53.52 14.22 33.87 Average of past 6 months 44.42 15.34 29.88 Average of past 9 months 37.91 16.88 27.40 Average of past 12 months 35.42 19.48 27.45 Source: Available from www.setsmart.com

- 37 -

Conclusion of ETG share valuation by the price to earnings ratio approach

Period Average P/E of Share price selected listed entities (Bt./share) Average of past 3 months 33.87 3.73 Average of past 6 months 29.88 3.29 Average of past 9 months 27.40 3.01 Average of past 12 months 27.45 3.02

By this method, ETG shares are appraised at Bt. 3.01 - 3.73 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 2.01 - 2.73 per share or 35.02% - 47.56%.

The share valuation by this approach reflects only the profitability in the past 12 months, but does not focus on the long-term potential and profitability prospect of the Company in the future. The poor performance of the Company during Q3/2010-Q1/2011, which was used as a factor for share price calculation by this method, was due to an effect from the sharply increasing cost, especially the increase in fuel cost and vehicles repairing cost.

Comparing average P/E of the selected companies with P/E of every company listed in the Transportation and Logistics Sector (excluding BMCL and BTC whose P/E is not available because they have operated at a loss) all SET-listed companies, and all MAI-listed companies in different periods, the outcome is tabulated below:

Average P/E Selected Transportation SET MAI companies and Logistics Period Sector * Average of past 3 months 33.87 26.97 13.94 20.21 Average of past 6 months 29.88 23.02 14.15 19.06 Average of past 9 months 27.40 21.51 14.55 19.19 Average of past 12 months 27.45 20.45 14.50 19.62 Share valuation (Bt./share) 3.01 - 3.73 2.25 - 2.97 1.53 - 1.60 2.10 - 2.22

The offering price of Bt. 5.74 per share compared with ETG’s earnings per share in the past 12 months of Bt. 0.11 per share will represent a P/E ratio of 52.18 times, which is remarkably higher than the average P/E of all entities listed in the Services Industry, Transportation and Logistics Sector (excluding BMCL and BTC whose P/E is not available because they have operated at a loss) over the retroactive period of three months, six months, nine months and 12 months of 20.45 - 26.97 and is also higher than the average P/E of all SET-listed companies and all MAI-listed entities in a range of 13.94 - 14.55 and 19.06 - 20.21 times respectively.

Note * Details of the P/E of the individual entities in the Services Industry, Transportation and Logistics Sector (including the MAI-listed entities operating the transportation and logistics business) are presented in Attachment 2.

- 38 -

(3) Enterprise value to EBITDA Approach (EV/EBITDA)

By this method, the shares are appraised based on the average EV/EBITDA of the selected listed entities, multiplied by EBITDA of ETG, then deducted by interest-bearing debts and minority interest not owned by ETG and added by cash of the Company. The EBITDA of ETG and its subsidiaries over the four quarters retroactive to Q1/2011 is Bt. 103.83 million. As of March 31, 2011, ETG and its subsidiaries had cash and cash equivalents of Bt. 14.05 million, interest-bearing debts of Bt. 287.70 million, and minority interest of Bt. 16.79 million. The outcome of the share valuation is as follows:

EV of the Company = Average EV/EBITDA of selected listed entities x EBITDA Where: EV = Market cap + Minority interest + Interest-bearing debts - Cash Market cap = Share price x Total number of paid-up shares of ETG ETG share price = [(Average EV/EBITDA of selected listed entities x EBITDA) - Minority interest - Interest-bearing debts + Cash] / Total number of paid-up shares

Average EV/EBITDA of the selected companies listed in the Transportation and Logistics Sector

Period ETG KIAT Average Average of past 3 months 10.40 9.93 10.17 Average of past 6 months 9.53 10.24 9.89 Average of past 9 months 8.93 10.72 9.83 Average of past 12 months 8.60 11.60 10.10 Source: Calculation by IFA

Conclusion of ETG share valuation by the EV/EBITDA approach

Period Average EV/EBITDA of Share price selected listed entities (Bt./share) Average of past 3 months 10.17 5.46 Average of past 6 months 9.89 5.26 Average of past 9 months 9.83 5.21 Average of past 12 months 10.10 5.42

The share valuation by this approach reflects only the retroactive 12-month profitability and the financial position as of March 31, 2011, but does not focus on the long-term profitability prospect of the Company.

By this method, ETG shares are appraised at Bt. 5.21 - 5.46 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 0.28 - 0.53 per share or 4.88% - 9.23%.

The offering price of Bt. 5.74 per share represents an EV/EBITDA of 10. 54 times, which is higher than the average EV/EBITDA of all entities listed in the Services Industry, Transportation and Logistics Sector (excluding BMCL, whose ratio is unusually high and deviates from other companies, and BTC, whose ratio is not available because it has posted a

- 39 -

loss before interest, tax, depreciation and amortization) over the retroactive period of three months, six months, nine months and 12 months in a range of 8.42 - 8.57 times.*

Note: * Details of the EV/EBITDA of the individual entities in the Services Industry, Transportation and Logistics Sector (including the MAI-listed entities operating the transportation and logistics business) are presented in Attachment 3.

5.1.4 Market Value Approach

Under this method, the shares are appraised based on the weighted average market price (trading value/trading volume) of the Company’s shares traded on the MAI (market price) over different periods. We have adopted the weighted average market price in different periods of the past year up to July 21, 2011, which is the last business day before the date the Company received the tender offer document (Form 247-4). The outcome is as follows:

Conclusion of ETG share valuation by the market value approach

Period Average daily trading Weighted average Volume Value market price (shares) (Bt.) (Bt./share) Average of past 3 months 252,193 1,437,481 5.70 Average of past 6 months 182,208 1,017,073 5.58 Average of past 9 months 128,398 702,906 5.47 Average of past 12 months 136,080 677,149 4.98 Source: Available from www.setsmart.com

Graph illustrating the weighted average market price and trading volume of ETG shares in one year (July 22, 2010 - July 21, 2011)

7 14,000,000 6 12,000,000 5 10,000,000 4 8,000,000 3 6,000,000 2 4,000,000 1 2,000,000 Volume (shares) 0 0 Share price (Bt./share)

Weighted average market price Share volume (shares)

It is evident that the trading volume of the Company’s shares in different periods (retroactive 3-12 months) was in a range of 128,398 shares - 252,193 shares per day or roughly 0.09% - 0.18% of its total number of paid-up shares and the yearly trading volume amounted to 32,931,300 shares or 23.52% of its total number of paid-up shares, representing a small turnover ratio. The said market price is dependent upon the demand/supply of the Company’s shares from investors, which could reflect the value of shares in such period to a certain extent including reflect fundamental factor and investor’s demand that effect potential and growth of

- 40 -

the Company in the future. Notwithstanding, since the said trading volume is somewhat low, the historical market price of ETG shares could not fairly reflect the true value of shares.

By this method, ETG shares are appraised at Bt. 4.98 - 5.70 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 0.04 - 0.76 per share or 0.70% - 13.24%.

5.1.5 Discounted Cash Flow Approach

This approach focuses on the future profitability prospects of ETG and its subsidiaries. The shares are valuated by finding the present value of free cash flow based on the financial projection of ETG and its subsidiaries and assuming that they operate as a going concern without any material changes and under the current economic condition and circumstances where the business has been operated by the existing management team and the Company has still engaged in the logistics business and remained as an MAI-listed entity. The approach would not concern with the plan or future change that may be determined by the Offerors, who are a new group of major shareholders, or the delisting of ETG shares from the MAI, or the increase of synergy from considerable experience and expertise in logistic business and potential in finance of the new group of major shareholders.

The said financial projection and the assumptions used have been prepared by the IFA, with the cash flow projection derived from the operations of the Company and each of its subsidiaries and the assumptions set based on the historical financial information or ratios obtained from ETG and the publicly available information of the Company such as auditor’s reports and financial statements, annual registration statement (Form 56-1), etc., including the information from interviews with its management. The assumptions have also been based on the present economic situation. Thus, any material change from the assumptions in the economic condition and other external factors impacting the operation of ETG and its subsidiaries and their individual status will relatively lead to changes in the valuation by this approach.

Key assumptions used for preparing the financial projection are described below:

a. Eternity Grand Logistics Plc. (“ETG” or “the Company”)

ETG’s core activities are haulage services, transportation and distribution services, and customs clearance services for import and export of goods. The key assumptions are as follows:

1) Revenues from services

Revenues from services, consisting of revenues from transportation services and revenues from customs clearance services, totaled Bt. 945.89 million in 2008, Bt. 711.53 million in 2009, Bt. 741.48 million in 2010 and Bt. 196.93 million in Q1/2011, representing a growth rate of (25)% in 2009, 4% in 2010 and 12% in Q1/2011.

- Revenues from transportation services

Over 2008-2010, revenues from transportation services amounted to Bt. 860.89 million, Bt. 623.53 million and Bt. 657.48 million respectively, representing an increase (decrease) of (28)% and 5% in 2009-2010 respectively. For Q1/2011, revenues from transportation services were Bt. 176.93 million, growing 12% from the same period of 2010. A sharp drop in 2009 stemmed chiefly from a decline in revenues from goods transport for a large customer and a slowdown in transportation industry affected by the economic recession. For 2011, revenues from transportation services are projected to grow by 13% based on the budget obtained from the management, with growth expected

- 41 -

in new customers from whom the Company started to generate income in late 2010. Such growth rate is close to the average growth rate of 2008-2010, excluding 2009 when the growth rate dropped due to a loss of major customers and the economic impact. The Company had then endeavored to build up a new client base and boost the service volume to the existing customers in a bid to keep its income level on par with the previous years. For 2012-2015, revenues from transportation services are estimated to increase 9% per year in line with growth in the existing customer base and the Company’s plan on acquisition of new customers.

- Revenues from customs clearance services

Revenues from customs clearance services were Bt. 85 million in 2008, Bt. 88 million in 2009, Bt. 84 million in 2010 and Bt. 20 million in Q1/2011, representing 9%, 12%, 11% and 10% of revenues from services respectively. For 2011, revenues from customs clearance services are set to be 10% of revenues from services, based on the average percentage of these revenues to total revenues from services over 2008-2010, representing a growth rate of 3% from 2010. For 2012-2015, such revenues are assumed to grow 3% per year in line with the said growth rate in 2011.

Actual revenues from services of ETG in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual ------Projected ------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Total revenues from services (Bt. million) 945.89 711.53 741.48 196.93 828.15 924.02 1,004.21 1,092.23 1,188.87 Growth rate of revenues from services (%) 18% (25%) 4% 12% 12% 12% 9% 9% 9% - Revenues from transportation services (Bt. million) 860.89 623.53 657.48 176.93 742.03 835.31 912.84 998.13 1,091.94 - Growth rate of revenues from transportation services (%) 22% (28%) 5% 12% 13% 13% 9% 9% 9% - Revenues from customs clearance services (Bt. million) 85.00 88.00 84.00 20.00 86.12 88.70 91.37 94.11 96.93 - Growth rate of revenues from customs clearance services (%) (15%) 4% (5%) 11% 3% 3% 3% 3% 3%

2) Other income

In 2008-2010 and Q1/2011, ETG recorded other income of Bt. 37.00 million, Bt. 22.25 million, Bt. 38.32 million and Bt. 8.60 million or 4%, 3%, 5% and 4% of total revenues from services respectively. Other income was composed of profit from selling equipment, service and management revenue, and others. Over 2011-2015, other income is projected to be 4% of revenues from services, based on the average percentage of other income to revenues from services during 2008-2010.

- 42 -

Actual other income of ETG in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2011 2012 2013 2014 2015 Other income (Bt. million) 37.00 22.25 38.32 8.60 33.70 37.60 40.86 44.44 48.38 Other income to revenues from services (%) 4% 3% 5% 4% 4% 4% 4% 4% 4%

3) Cost of services

In 2008-2010 and Q1/2011, cost of services was Bt. 763.02 million, Bt. 606.63 million, Bt. 666.52 million and Bt. 180.08 million or 81%, 85%, 90% and 91% of revenues from services respectively. Since the percentage of such cost has been on a rise, it is projected to be 90% of revenues from services over 2011-2015 in line with that of 2010 so as to closely reflect the actual existing cost.

Actual cost of services of ETG in 2008-2010 and Q1/2011 and forecast for 2011- 2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2011 2012 2013 2014 2015 Cost of services (Bt. million) 763.02 606.63 666.52 180.08 747.80 834.15 906.40 985.70 1,072.75 Cost of services to revenues from services (%) 81% 85% 90% 91% 90% 90% 90% 90% 90%

4) Administrative expenses

In 2008-2010 and Q1/2011, administrative expenses were Bt. 84.38 million, Bt. 49.58 million, Bt. 58.41 million and Bt. 16.68 million or 9%, 7%, 8% and 8% of revenues from services respectively. Since the percentage of such expenses has been at about the same level, it is therefore forecast to be 8% over 2011-2015, based on the average of 2008-2010. In 2011, the personnel expenses will increase due to a transfer of employees from a subsidiary (ECS).

Actual administrative expenses of ETG in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Administrative expenses (Bt. million) 84.38 49.58 58.41 16.68 67.98 73.20 79.56 86.53 94.19 Administrative expenses to revenues from services (%) 9% 7% 8% 8% 8% 8% 8% 8% 8%

5) Management benefit expense

Management benefit expense accounted for Bt. 19.54 million in 2008, Bt. 18.37 million in 2009, Bt. 18.25 million in 2010 and Bt. 4.47 million in Q1/2011, representing 2%, 3%, 2% and 2% of total revenues respectively. Since the percentage of such expense

- 43 -

has been at about the same level, it is estimated for 2011-2015 at 2% based on the average of this percentage in 2008-2010.

Actual management benefit expense of ETG in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Management benefit expense (Bt. million) 19.54 18.37 18.25 4.47 19.47 21.73 23.61 25.68 27.95 Management benefit expense to total revenues (%) 2% 3% 2% 2% 2% 2% 2% 2% 2%

6) Interest expenses

- Loans from related parties: Interest rate is forecast at 6.40% p.a. (loans from related parties carry interest at MOR-1%, with MOR assumed to be constant at 7.40% based on the current interest rate quoted by KBANK).

- Loans from banks: Interest rate is forecast at 7.40% p.a. (loans from banks carry interest at MOR, with MOR assumed to be constant at 7.40% based on the current interest rate quoted by KBANK).

7) Corporate income tax

Corporate income tax in 2011 is set to be 20% of pre-tax profit as ETG is still eligible for tax benefit as a listed entity on the MAI until such year. For projection in 2012- 2015, the income tax will become 25% of pre-tax profit due to the fact that the Cabinet on April 12, 2011 approved the tax benefit for listed entities on the MAI, both new and existing companies, at 25% within a specified period of time. Presently, the Royal Decree is in the issuance process and will be published in the Royal Gazette for further legal enforcement.

8) Capital expenditure

Capital expenditure is expected at Bt. 124 million in 2011, based on ETG’s budget for additional investment in vehicles for a new project from which the Company started to generate revenues in late 2010. Capital expenditure is forecast to be Bt. 255 million in 2012 and Bt. 32 million per year over 2013-2015, based on a projection of additional investment in operating assets, more than 90% of which will be vehicles for the new project and the remainder will be tools, equipment and computer system.

9) Working capital

Average collection period 73 days Average payment period 31 days Average collection period and payment period are projected based on the actual average period in 2010.

- 44 -

b. Pands Group Logistics Co., Ltd. (“PGL”)

PGL provides logistics services for bulk cargoes, including agricultural raw materials (rice, corn and soy beans), fertilizers, minerals, etc., land and marine cargo handling, warehouse management, and cross border transport to neighboring countries such as Laos, Vietnam, Cambodia, etc. ETG owns 70% of PGL’s total paid-up shares. Here are the key assumptions:

1) Revenues from services

In 2008-2010 and Q1/2011, revenues from services were Bt. 104.28 million, Bt. 122.80 million, Bt. 165.56 million and Bt. 53.77 million respectively, representing a growth rate of 18% in 2009, 35% in 2010 and 23% in Q1/2011. A sharp growth rate in 2010 was ascribed to an increasing service volume to new customers. For 2011, revenues from services are expected to grow by 11%, based on the budget obtained from the management. For 2012-2013, they are assumed to grow by 15% and for 2014-2015 by 10% in line with PGL’s future business plan and target.

Actual revenues from services of PGL in 2008-2010 and Q1/2011and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Revenues from services (Bt. million) 104.28 122.80 165.56 53.77 183.57 211.11 242.77 267.05 293.75 Growth rate (%) 33% 18% 35% 23% 11% 15% 15% 10% 10%

2) Other income

In 2008-2010 and Q1/2011, PGL recorded other income of Bt. 0.82 million, Bt. 0.47 million, Bt. 0.56 million and Bt. 0.36 million or 0.8%, 0.4%, 0.3% and 0.7% of total revenues from services respectively. Over 2011-2015, other income is projected to be 0.5% of revenues from services, based on the average percentage of other income to revenues from services during 2008-2010.

Actual other income of PGL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2011 2012 2013 2014 2015 Other income (Bt. million) 0.82 0.47 0.56 0.36 0.92 1.06 1.22 1.34 1.48 Other income to revenues from services (%) 0.8% 0.4% 0.3% 0.7% 0.5% 0.5% 0.5% 0.5% 0.5%

3) Cost of services

In 2008-2010 and Q1/2011, cost of services was Bt. 111.21 million, Bt. 122.26 million, Bt. 158.77 million and Bt. 52.78 million or 107%, 100%, 96% and 98% of revenues from services respectively. During 2008-2010, the percentage of such cost has continually dropped because, particularly in 2010, an expansion of its service volume enabled PGL to fully utilize its assets, especially trucks, and accordingly led the

- 45 -

percentage of fixed cost to edge down. Thus, cost of services is projected to be 96% of revenues from services over 2011-2015 in line with that of 2010 so as to closely reflect the actual existing cost, considering that PGL could not fully utilize its assets in the past years and therefore had to carry a high fixed cost.

Actual cost of services of PGL in 2008-2010 and Q1/2011 and forecast for 2011- 2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Cost of services (Bt. million) 111.21 122.26 158.77 52.78 176.04 202.45 232.81 256.10 281.71 Cost of services to revenues from services (%) 107% 100% 96% 98% 96% 96% 96% 96% 96%

4) Administrative expenses

Administrative expenses accounted for Bt. 6.40 million in 2008, Bt. 7.16 million in 2009, Bt. 5.30 million in 2010 and Bt. 0.84 million in Q1/2011, representing 6%, 6%, 3% and 2% of revenues from services respectively. Since the percentage of such expenses has steadily declined, it is estimated for 2011-2015 at 3% based on the percentage in 2010 so as to closely reflect the actual existing expenses, considering that PGL could not fully utilize its assets in the past years and therefore had to carry high administrative expenses.

Actual administrative expenses of PGL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Administrative expenses (Bt. million) 6.40 7.16 5.30 0.84 5.88 6.76 7.77 8.55 9.40 Administrative expenses to revenues from services (%) 6% 6% 3% 2% 3% 3% 3% 3% 3%

5) Interest expenses

- Loans from banks: Interest rate is forecast at 7.40% p.a. (loans from banks carry interest at MOR, with MOR assumed to be constant at 7.40% based on the current interest rate quoted by KBANK).

6) Corporate income tax

Corporate income tax is expected to be 0% of pre-tax profit over 2011-2015 since PGL posted a loss carried forward as of December 31, 2010 of Bt. 33.93 million, from which it could enjoy tax benefit through tax-deductible expense in the amount of Bt. 18.89 million, Bt. 12.45 million and Bt. 2.59 million until 2013-2015 respectively. Based on PGL’s projection, the said loss carried forward would amply compensate with the

- 46 -

projected profit. The use of tax benefit would depend on the future yearly operating results.

7) Capital expenditure

Capital expenditure is estimated at Bt. 13 million for 2011, based on information from the management.

8) Working capital

Average collection period 101 days

Average payment period 28 days

Average collection period and payment period are projected based on the actual average period in 2010. c. Eternity Logistics Co., Ltd. (“ETL”)

ETL provides warehousing services, warehouse management services, cargo transportation and distribution, sourcing goods according to customers’ requirements, sales promotion and other related basic auxiliary services such as pick and pack, re-packing, etc. Here are the key assumptions:

1) Revenues from services

Revenues from services were Bt. 28.07 million in 2008, Bt. 24.94 million in 2009, Bt. 28.43 million in 2010 and Bt. 7.34 million in Q1/2011, contracting by (11)% in 2009 and then rising by 14% in 2010 and 34% in Q1/2011. For 2011, revenues from services are expected to soar by 46%, based on the budget obtained from the management and the fully utilized warehouse space, with growth expected in both the existing and the new customer bases. For 2012-2015, no expansion is expected in revenues from services as the warehouse space has been fully utilized and the policy on warehouse expansion remains unclear.

Actual revenues from services of ETL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------2008 2009 2010 Jan-Mar 2011 2012 2013 2014 2015 2011 Revenues from services (Bt. million) 28.07 24.94 28.43 7.34 41.50 41.50 41.50 41.50 41.50 Growth rate (%) 31% (11%) 14% 34% 46% 0% 0% 0% 0%

2) Revenues from sales

Revenues from sales totaled Bt. 44.86 million, Bt. 91.05 million, Bt. 96.11 million and Bt. 4.67 million over 2008-2010 and Q1/2011 respectively, growing by 103% in 2009 and 6% in 2010 and shrinking by (32)% in Q1/2011. A dramatic increase in revenues from sales in 2009 was attributed mainly to a large sales volume of new products. For 2011, ETL management sets a target for revenues from sales at Bt. 100.48 million, based on ETL budget. For 2012-2015, revenues from sales are forecast to grow by 6% a year, based on the 2010 growth rate. Revenues from sales primarily come from sourcing of goods according to customers’ requirements. Those goods mainly are for customers’

- 47 -

sales promotion campaigns, which are arranged at specific times in a year or seasonally according to their promotion plans, leading to inconsistency in customers’ order volume in each quarter of a year.

Actual revenues from sales of ETL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Revenues from sales (Bt. million) 44.86 91.05 96.11 4.67 100.48 106.51 112.90 119.67 126.85 Growth rate (%) 53% 103% 6% (32%) 5% 6% 6% 6% 6%

3) Other income

In 2008-2010 and Q1/2011, ETL recorded other income of Bt. 0.12 million, Bt. 0.46 million, Bt. 0.92 million and Bt. 0.01 million or 0.4%, 1.8%, 3.2% and 0.1% of total revenues from services respectively. Since the percentage of other income has been on a rise, it is projected for 2011-2015 to be 3.2% of revenues from services, based on the actual percentage of other income to revenues from services in 2010.

Actual other income of ETL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Other income (Bt. million) 0.12 0.46 0.92 0.01 1.34 1.34 1.34 1.34 1.34 Other income to revenues from services (%) 0.4% 1.8% 3.2% 0.1% 3.2% 3.2% 3.2% 3.2% 3.2%

4) Cost of services

In 2008-2010 and Q1/2011, cost of services was Bt. 29.50 million, Bt. 24.89 million, Bt. 22.04 million and Bt. 6.07 million or 105%, 100%, 78% and 83% of revenues from services respectively. Since the percentage of such cost has continually dropped in 2008-2010, cost of services is thus projected to be 78% of revenues from services over 2011-2015 in line with that of 2010 so as to closely reflect the actual existing cost, considering that ETL is now able to increase its warehouse renting services from the past years and to sharply reduce its fixed cost, compared with the earlier period when ETL had some warehouse space unoccupied and thus had to bear a huge fixed cost.

Actual cost of services of ETL in 2008-2010 and Q1/2011 and forecast for 2011- 2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Cost of services (Bt. million) 29.50 24.89 22.04 6.07 32.16 32.16 32.16 32.16 32.16 Cost of services to revenues from services (%) 105% 100% 78% 83% 78% 78% 78% 78% 78%

- 48 -

5) Cost of sales

In 2008-2010 and Q1/2011, cost of sales amounted to Bt. 39.25 million, Bt. 83.79 million, Bt. 86.63 million and Bt. 5.84 million or 88%, 92%, 90% and 125% of revenues from sales respectively. Since the percentage of such cost has been at about the same level in 2008-2010, it is therefore forecast to be 90% over 2011-2015, based on the average of 2008-2010 and equivalent to the percentage in 2010. For Q1/2011, however, ETL’s percentage of cost of sales to revenues from sales was unusually high because sales revenues at the beginning of the year remained minimal, whereas cost of sales was partly brought forward from year-end 2010, causing the cost of sales in such quarter to be higher than usual.

Actual cost of sales of ETL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Cost of sales (Bt. million) 39.25 83.79 86.63 5.84 90.56 96.00 101.76 107.86 114.34 Cost of sales to revenues from sales (%) 88% 92% 90% 125% 90% 90% 90% 90% 90%

6) Administrative expenses

In 2008-2010 and Q1/2011, administrative expenses were Bt. 7.11 million, Bt. 5.59 million, Bt. 6.27 million and Bt. 1.35 million or 25%, 22%, 22% and 20% of revenues from services respectively. Since the percentage of such expenses has been at about the same level, it is therefore forecast to be 23% over 2011-2015, based on the average of 2008-2010.

Actual administrative expenses of ETL in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Administrative expenses (Bt. million) 7.11 5.59 6.27 1.35 9.65 9.65 9.65 9.65 9.65 Administrative expenses to revenues from services (%) 25% 22% 22% 20% 23% 23% 23% 23% 23%

7) Interest expenses

8) Corporate income tax

As an SME, ETL is entitled to a special corporate income tax rate of 0%-30% depending on the annual profit. Thus, the income tax for 2011-2015 is assumed to be 26%-27% of pre-tax profit. ETL does not have any loss carried forward from which to enjoy the tax deduction benefit.

- 49 -

9) Capital expenditure

Capital expenditure is estimated at Bt. 5 million for 2011, based on information from the management. ETL still does not have any plan on additional investments after 2011.

10) Working capital

Average collection period 62 days

Average selling period 12 days

Average payment period 12 days

Average collection period and payment period are projected based on the actual average period in 2010. d. Eternity Consulting and Service Co., Ltd. (“ECS”)

ECS provides real estate management services to subsidiaries in the group, including administration of the group’s office buildings and warehouses, truck parking and container yard on Lat Krabang Road, etc. ETG owns 100% of ECS shares, 70% directly and 30% indirectly through ETL. Here are the key assumptions:

1) Revenues from rentals and services

In 2008-2010 and Q1/2011, revenues from rentals and services were Bt. 15.37 million, Bt. 14.49 million, Bt. 14.61 million and Bt. 4.37 million respectively, representing a growth rate of (6)% in 2009, 1% in 2010 and 23% in Q1/2011. For 2011, ECS management expects to generate revenues from rentals and services of Bt. 19.59 million, based on the budget of ECS. The revenue growth in 2011 results from upward adjustment of rental fee rates and increase in office space for rent. From 2012 onwards, revenues from rentals and services will remain constant because the space will be fully rented out, whereas the rental fee rates are assumed constant as well since the space is rented to group members.

Actual revenues from rentals and services of ECS in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual------Projected------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Revenues from rentals and services (Bt. million) 15.37 14.49 14.61 4.37 19.59 19.59 19.59 19.59 19.59 Growth rate (%) (4%) (6%) 1% 23% 34% 0% 0% 0% 0%

2) Cost of services

In 2008-2010 and Q1/2011, cost of services was Bt. 11.17 million, Bt. 10.96 million, Bt. 11.26 million and Bt. 1.29 million or 73%, 76%, 77% and 30% of revenues from rentals and services respectively. In 2011, ECS will undertake personnel restructure by transferring employees to ETG and, thus, its cost of services will decline in line with the said decrease in personnel expenses due to the employee transfer. The percentage of cost of services to revenues from rentals and services over 2011-2015 is accordingly projected to be 37%, based on the budget for service cost of ECS.

- 50 -

Actual cost of services of ECS in 2008-2010 and Q1/2011 and forecast for 2011-2015 are tabulated below:

------Actual ------Projected ------Jan-Mar 2008 2009 2010 2011 2012 2013 2014 2015 2011 Cost of services (Bt. million) 11.17 10.96 11.26 1.29 7.21 7.21 7.21 7.21 7.21 Cost of services to revenues from rentals and services (%) 73% 76% 77% 30% 37% 37% 37% 37% 37%

3) Interest expenses

4) Corporate income tax

Corporate income tax is expected to be 0%-30% of pre-tax profit over 2011-2015 since ECS posted a loss carried forward as of December 31, 2010 of Bt. 12.47 million, from which it could enjoy tax benefit through tax-deductible expense in the amount of Bt. 4.00 million, Bt. 6.20 million, Bt. 1.47 million and Bt. 0.80 million in 2011-2015 respectively. The use of tax benefit would depend on the future yearly operating results.

5) Capital expenditure

Under ETG’s budget, there will not be any significant capital expenditure for ECS. Therefore, this item has not been estimated.

6) Working capital

Average collection period 1 day

Average payment period 10 days

Average collection period and payment period are projected based on the actual average period in 2010. e. Terminal growth rate

Terminal growth rate from 2015 onwards is set to be 1%, due to expectation that the Company will be able to further grow its business following additional investment in operating vehicles aimed to continually expand its services.

Based on the above assumptions for financial projection, we have aggregated the cash flow from operations of all entities in order to calculate ETG’s share value that incorporates the operating results of ETG and its subsidiaries. We have then figured out the present value of free cash flow derived from the projected performance and financial position of the Company and its subsidiaries in the next five years (2011-2015), using a discount rate that is computed from the weighted average cost of capital (WACC) at 8.43% with the following formula:

- 51 -

WACC = Ke(E/V) + Kd (1-t)(D/V) Ke = Cost of equity of 10.13% Kd = Average loan interest rate of ETG of 7.40% t = Corporate income tax of 21.94%, based on the average of estimated income tax rates for 2011-2015 E = Shareholders’ equity as of March 31, 2011 of Bt. 454.42 million D = Interest-bearing debts as of March 31, 2011 of Bt. 287.70 million V = D + E E/V = 61%, based on shareholder structure under the consolidated financial statement as of March 31, 2011 D/V = 39%, based on interest-bearing debts under the consolidated financial statement as of March 31, 2011

Calculation of cost of equity (Ke):

Ke = Rf + (Rm - Rf)

Where: Risk free rate (Rf) This is based on the average bid yield on the government bond with remaining maturity of 20 years as of July 26, 2011, which is 4.27% (available from www.thaibma.or.th). We have selected bond with a long life to reflect return on investment in risk-free assets throughout the bond life. Beta () This is based on a variation of return on the stock market compared with the closing prices of reference companies. We have adopted the average beta over the past three years of entities listed in Services Industry, Transportation and Logistics Sector (available from Bloomberg as of July 22, 2011), which is 0.882. We have not used the only the beta of ETG, which is 0.362, for the calculation of Ke because, by factoring such beta into the calculation, the Ke comes out lower than the finance cost. This is deemed not realistic since the return on equity, which is what the shareholders expect, should not lower than the finance cost. Rm This is based on the average rate of return on the SET over the past 20 years, a period that could reflect the investment condition in different time periods better than the shorter term data (from SET data for 1991-2010), equivalent to 10.91%.

- 52 -

Table summarizing cash flow projection for 2011-2015

2011 2012 2013 2014 2015 EBITDA 121.38 140.08 152.78 153.09 155.71 Less Income tax (3.59) (2.65) (2.84) (4.29) (5.88) Add/(Less) Net change in working capital (19.45) (23.13) (21.09) (21.41) (23.44) Less Capital expenditure (138.01) (255.70) (32.70) (32.70) (32.70) Free cash flow to firm (39.68) (141.40) 96.15 94.70 93.68 Terminal value 1,272.89 PV of free cash flow to firm (37.60) (123.55) 77.48 70.38 64.20 PV of terminal value 872.36 Total PV of firm value 923.26 Less Interest-bearing debts as of March 31, 2011 287.70 Add Cash as of March 31, 2011 14.05 Current investment as of March 31, 2011 7.95 PV of free cash flow - net 657.56 Total number of paid-up shares of the Company 140.00 Share price 4.70

From the above calculation, with WACC of ETG of 8.43% used for discounting the free cash flow over the next five years, ETG shares are valued at Bt. 4.70 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 1.04 per share or 18.12%.

We have additionally conducted a sensitivity analysis of the share valuation by using the base- case WACC plus/minus 10%, or equal to 7.59% - 9.27%. The value of ETG shares comes out as follows:

WACC (%) Share price (Bt./share) 9.27 3.84 8.43 4.70 7.59 5.79

From the above sensitivity analysis, the value of ETG shares is in a range of Bt. 3.84 - 5.79 per share, which is (lower)/higher than the offering price of Bt. 5.74 per share by Bt. (1.90) - 0.05 per share or (33.10)% - 0.87%.

- 53 -

Comparison of the valuated price of ETG shares and the offering price

Valuated price Valuated Offering (lower)/higher than price price Valuation approach offering price (Bt./share) (Bt./share) Bt. % 1. Book value approach 3.13 5.74 (2.61) (45.47) 2. Adjusted book value approach 4.14 5.74 (1.60) (27.87) 3. Market comparable approach 3.1 Price to book value approach 10.70 - 12.74 5.74 4.96 - 7.00 86.41 - 121.95 3.2 Price to earnings ratio approach 3.01 - 3.73 5.74 (2.01 - 2.73) (35.02 - 47.56) 3.3 EV/EBITDA approach 5.21 - 5.46 5.74 (0.28 - 0.53) (4.88 - 9.23) 4. Market value approach 4.98 - 5.70 5.74 (0.76 - 0.04) (0.70 - 13.24) 5. Discounted cash flow approach 5.1 Base case 4.70 5.74 (1.04) (18.12) 5.2 Sensitivity analysis 3.84 - 5.79 5.74 (1.90) - 0.05 (33.10) - 0.87

The above valuation approaches have different strengths and weaknesses in identifying a reasonable share price, as described below:

1) The book value approach reflects the financial position at a certain point of time and the book value of assets, but could not reflect the true market value of the assets.

2) The adjusted book value approach can reflect the present value of assets better than the book value approach, with adjustment of an increase in the value of investments, the value of land and construction, and the value of vehicles and transportation equipment from the book value recorded, and comparison of the book value with the market prices. However, this method does not focus on the future profitability prospect.

3) The price to book value approach reflects the financial position at a certain point of time comparing with the average of such ratio of selected companies, but could not reflect the true market value of the assets. The price to earnings ratio approach and the EV/EBITDA approach focus on the profitability prospect of ETG by comparison with average ratios of the selected listed entities, but based only on profits over a short period of time, without reflecting the profitability prospect in the future.

Moreover, the share valuation of the Company by the market comparable approach is not quite appropriate due to limitation of factors for reference. There are only two listed companies on the SET and the MAI which primarily operate logistic services and land transportation services and have been used as reference herein (the Company and KIAT). Therefore, the share valuation could not accurately reflect the fair value of the Company.

4) The market value approach could reflect the demand and supply of shares in different periods and could mirror the fundamental factors and demand from general investors towards the Company’s business potential and growth in the future to some extent. However, due to low trading volume of ETG shares, the past market price might not be able to fairly reflect the true value of the shares.

5) The discounted cash flow approach focuses on the future business operations and profitability prospect of ETG and its subsidiaries by basing on the net present value of free cash flow and the overall economic and industrial trend.

- 54 -

We are of the opinion that the share price measured by the discounted cash flow approach is appropriate since this method focuses on the future business operations and profitability prospect of the Company and the overall economic and industrial trend. The share price valuated by this approach is Bt. 4.70 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 1.04 per share. Under the sensitivity analysis of the share valuation by this method, the share price is derived in a range of Bt. 3.84 - 5.79 per share, which is (lower)/higher than the offering price of Bt. 5.74 per share by Bt. (1.09) - 0.05 per share. Hence, we deem that the offering price of Bt. 5.74 per share is reasonable.

5.2 Reasons to accept and/or to reject the tender offer

5.2.1 Reasons to accept the tender offer

(1) Appropriateness of the offering price

We deem that the offering price of Bt. 5.74 per share is appropriate since it is higher than the share price appraised by the discounted cash flow approach. The said appraised price comes out at Bt. 4.70 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 1.04 per share. Moreover, from a sensitivity analysis of the share valuation by this approach, the shares are valued in a range of Bt. 3.84 - 5.79 per share, which is (lower)/higher than the offering price of Bt. 5.74 per share by Bt. (1.90) - 0.05 per share.

(2) Checks and balances and control power in the Company

As of the submission date of this tender offer, the Offerors hold an aggregate of 99.50% of ETG’s total paid-up shares (51.00% held by HTST and 48.50% by HTSA), which makes up almost the entire paid-up capital of the Company. Accordingly, the Offerors have control and decision power on nearly all issues and other shareholders will risk failing to gather enough votes to exercise checks and balances against the Offerors.

(3) Impacts from the delisting of shares from the MAI in the future

This tender offer is the final step of the delisting of ETG shares from the MAI. The Extraordinary General Meeting of Shareholders No. 1/2554 on May 25, 2011 resolved for the said delisting of the Company’s shares. Later on June 3, 2011, the SET granted approval of the application for the delisting of shares subject to a condition that the Company must arrange for the Offerors to make a tender offer for all its securities from the general shareholders in accordance with the SEC’s regulation with a maximum tender offer period of 45 business days before the SET will further consider determining the date of delisting of the Company’s shares from the MAI.

The delisting of shares will result in the Company no longer being entitled to the benefits enjoyed by listed entities, such as fund mobilization through the MAI or offering of its securities to the public in order to use proceeds therefrom for its business expansion in the future. If the delisting is effected by 2011, the Company will from 2011 onwards no longer be entitled to the tax privileges granted to MAI- listed entities, including a corporate income tax rate of 20% in 2011 and 25% during 2012-2015, in accordance with the new Royal Decree on revenue rate reduction endorsed by the Cabinet on April 12, 2011, which grants a tax benefit at 25% to MAI- listed companies, both newcoming and existing, for a specified period of time. The said Royal Decree is in the issuance process and will be published in the Royal Gazette before taking full force and effect. If the Company remains as a listed entity,

- 55 -

it will be entitled to such tax benefits at 20% in 2011 and at 25% over 2012-2015 in accordance with the said Royal Decree to be further enforced. However, it is expected that the Company will not be affected by the said inability to mobilize funds from the stock market since the Company, at present and in the near future, does not need funds raised from the MAI and the Offerors and/or their shareholders could arrange or support such funds required by the Company in the future. The impacts on the shareholders who decline to tender their shares and will continue holding the shares in the Company after the delisting are as follows:

1) Lack of trading liquidity After the delisting, the Company’s shares will no longer be traded on the MAI or any other secondary market that is broadly acceptable, hence a lack of market price to be used as a benchmark for the share trading and a lack of trading liquidity for the shares.

2) Limited form of return on investment The impact from an absence of a secondary market and lack of trading liquidity will limit the chance of the shareholders receiving return in the form of capital gain.

However, the shareholders will likely receive dividend from the Company’s yearly performance, subject to approval from the shareholders’ meeting or the Board of Directors (as the case may be). In the past years, the Company made dividend payment every year, at a rate of Bt. 0.11, Bt. 0.04 and Bt. 0.03 per share in 2008, 2009 and 2010 respectively, representing a payout ratio of 25.73%, 24.31% and 23.98% respectively. Besides, as of March 31, 2011, the Company still had the unappropriated retained earnings amounting to Bt. 143.35 million (the said unappropriated retained earnings were already adjusted by dividend paid for the 2010 performance at Bt. 0.03 per share or totaling Bt. 4.20 million on April 21, 2011).

3) Impact on tax benefit The shareholders who are individual persons will no longer be exempted from the capital gain tax. Moreover, in case Thailand Securities Depository Co., Ltd. will not act as registrar for the Company’s shares, the transferees, both individual and juristic, of the Company’s shares will not be exempted from the stamp duty of 0.1% of the amount paid for the shares transferred or the face value, whichever is higher.

4) Limited access to the Company’s information After the shares are delisted, the shareholders will likely have a smaller access to the Company’s information since the Company will no longer have to observe the SET’s notification regarding guidelines on disclosure of information of listed companies. In addition, after completion of the tender offer for delisting purpose, if there are other shareholders who are not the Offerors, the persons acting in concert with the Offerors and the persons under Section 258, and whose aggregate shareholding does not exceed 5% of total voting shares of the Company, the Company will no longer have duty to disclose its information on financial position and operating performance according to the Capital Market Supervisory Board’s Notification No. ThorChor. 11/2552 Re: Rules, Conditions and Procedures for Disclosure of Financial Position and Operating Performance of Issuing Companies. At the same time, the Company’s management and auditor will no longer have duty to prepare and disclose their securities holding report in accordance with the SEC Notification No. SorChor. 12/2552 Re: Preparation and

- 56 -

Disclosure of Reports on Securities Holding of Directors, Executives and Auditors.

(4) The offering price being compliant with the SEC’s requirements

The offering price of Bt. 5.74 per share is compliant with the requirements under Section 58 of the SEC Notification No. KorChor.53/2545 Re: Rules, conditions and procedures for holding of securities for business takeovers, whereby the offering price must not be lower than the highest of the prices computed according to the following guidelines: Price Guideline (Bt./share) 1. The highest price paid for the said ordinary shares which have been acquired by 5.74 the Offerors, or any related party of the Offerors specified in Section 258, during the period of 90 days prior to the date on which the offer document is submitted to the Office of the SEC (during April 22-July 21, 2011) 2. The weighted average market price of such shares during the period of five 4.82 business days prior to the date on which the Board of Directors of the Company resolves to propose for consideration by the shareholders’ meeting the delisting of shares (March 29-April 4, 2011) 3. The net asset value of the Company calculated based on the book value which 4.14 has been adjusted to reflect the latest market value of the assets and liabilities of the Company (calculated by Advisory Plus Co., Ltd., the shareholders’ advisor) 4. The fair value of the Company’s ordinary shares as appraised by a financial advisor - Appraised by Kim Eng Securities (Thailand) Plc., the Offerors’ financial 4.75 advisor - Appraised by Advisory Plus Co., Ltd., the shareholders’ advisor 4.70

5.2.2 Reasons to reject the tender offer

(1) Potential, expertise and experience of the Offerors

The Offerors have had substantial experience and expertise in the logistics business and a broad network covering Southeast Asian countries such as Singapore, Malaysia, Indonesia and India. This could support ETG’s business growth in the future. Also, the Offerors are capable of giving financial support for the business expansion of the Company. The Offerors believe that this investment in the Company will create synergy and strengthen the foothold of their group of companies not only in Thailand but also in the Southeast Asian Region. It is thus anticipated that under the management and financial support of the Offerors, the Company will be able to grow its revenues and profits from its future business operation.

5.3 Benefits or impacts from the plans and policies indicated in the tender offer and viability of such plans and policies

The IFA has analyzed the benefits or impacts from the plans and policies indicated by the Offerors in the tender offer and viability of such plans and policies, with the results as follows:

- 57 -

Company’s status

The Offerors have an intention to delist ETG shares from the MAI within one year from the end of this tender offer period as they view that the Company, at present and in the near future, does not need fund mobilization from the MAI and that the Offerors and/or their shareholders are able to arrange or support such funds needed by the Company in the future. After completion of the delisting of shares from the MAI, expected to be effected by 2011, the Company’s listed company status will be terminated, but it will remain as a public company.

In our opinion, the delisting of shares from the MAI will have impacts on the shareholders who decline the tender offer in terms of a lack of trading liquidity and a smaller opportunity to receive capital gains due to absence of a secondary market for the share trading, no capital gain tax exemption for shareholders who are individual persons, a limited access to the Company’s information, etc. However, the shareholders who refuse to tender their shares and continue holding the shares will still be entitled to receive dividend from the Company’s yearly performance as approved by the Board of Directors’ meeting or the shareholders’ meeting (as the case may be) (over the 12-month period from the end of the tender offer period, the Offerors have no intention to change the Company’s dividend payment policy). As well, they will still have rights as a shareholder as stipulated in the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535 such as rights to attend the shareholders’ meeting, rights to elect the directors, etc.

Regarding the impacts of the delisting on the Company, it will be deprived of the benefits enjoyed by listed entities such as fund mobilization from the MAI or securities offering to the public, entitlement to tax exemption on dividend received from Thai entities or mutual funds. Moreover, the shares delisting, which is expected to be effected by 2011, will lead the Company to no longer be entitled, from 2011 onwards, to the tax privileges granted to MAI- listed entities, including a corporate income tax rate of 20% in 2011 and 25% during 2012- 2015, in accordance with the new Royal Decree on revenue rate reduction endorsed by the Cabinet on April 12, 2011, which grants a tax benefit at 25% to MAI-listed companies, both newcoming and existing, for a specified period of time. The said Royal Decree is now in the issuance process and will be published in the Royal Gazette before taking full force and effect. If the Company remains as a listed entity, it will be entitled to such tax benefits in 2011 and over 2012-2015 in accordance with the said Royal Decree to be further enforced. However, it is expected that the Company will not be affected by such inability to raise funds from the MAI since the Company, at present and in the near future, does not need funds raised from the MAI and the Offerors and/or their shareholders could arrange or support such funds required by the Company in the future.

Business management policy and plan

The Offerors have no plan to make any material change in regard to the business policy or plan, disposal of the core assets of the Company, dividend policy or key existing employees (including Mr. Poonsak Thiapairat who will continue to serve as the Company’s management) in order to smoothen the business operation, nor to materially change the organization structure and/or the Company’s group structure or the business objectives of the Company over the 12-month period from the end of the tender offer period, and have no intention to change the financial structure by, for instance, capital increase or additional debt financing, unless required by the Company’s management. However, the Offerors may make any necessary management decision to be consistent with and boost efficiency of the business operations and the financial position of the Company in the future without any significant impact on its normal business operations. The Offerors intend to continue the Company’s existing business and leverage on the Company’s brand, expertise and know-how in Thai and Southeast Asian logistics markets.

- 58 -

We view that the Company will not be impacted by the management policy and plan indicated by the Offerors in the tender offer document since the Offerors have no intention to significantly change the Company’s business management policy and plan over the 12-month period from the end of this tender offer period. It is anticipated that the Company will continue its existing business and will benefit from the extensive experience and expertise in logistics business network of the Offerors, whereas the Offerors have no intention to make a significant change in the organization structure and/or the Company’s group structure, with Mr. Poonsak Thiapairat, the existing major shareholder, to continue to serve as the Company’s director and executive in order to ensure the uninterrupted business management.

We view further that the said management policy and plan indicated by the Offerors in the tender offer document are viable because it is the objective of the Offerors under this tender offer to create synergy and strengthen the foothold of their group of companies not only in Thailand but also in the Southeast Asian Region. In addition, the Offerors currently have control power in the Company through their owning of nearly the entire paid-up share capital of the Company (before this tender offer, the Offerors as of June 15, 2011 held 99.50% of the Company’s total paid-up shares, with HTST and HTSA holding 51.00% and 48.50% respectively). As such, the Offerors will have a control and decision power in almost all matters, while other shareholders will be unable to collect sufficient votes to exercise checks and balances against the Offerors. Although there will be only three representatives of the Offerors sitting on the Company’s seven-member Board of Directors, hence a minority voting, the said proportion of the Offerors’ shareholding will enable the Offerors to increase/reduce or change the directors as they desire. The Offerors indicated in the tender offer document that the expected list of directors of the Company after completion of the tender offer is subject to change in line with the shareholding structure, management structure according to the Company’s business plan and policy, and any other related factors as deemed fit. In this regard, the said list and position of the directors must be approved by the Board of Directors’ meeting or the shareholders’ meeting of the Company (as the case may be).

Moreover, in making any material change in the Company’s business management policy and plan from those indicated in the tender offer document, the Offerors must seek approval from the Board of Directors and the shareholders’ meeting of the Company. With total control power in the Company as described above, the Offerors accordingly have the authority to determine or change the business management policy and plan of the Company. As indicated in the tender offer document, the Offerors currently have no intention to sell the Company’s shares over the 12-month period from the end of the tender offer period, other than to comply with the law and regulation then in force, or to be aligned with the shareholding restructure in the group and/or business restructuring by the Offerors in which case the shares acquired from the tender offer could be transferred between the Offerors or their affiliated companies or transferable among individual persons for 1 share each in order to maintain the pubic company status of the Company in accordance with the Public Limited Companies Act B.E. 2535 which states that there must be at least 15 persons holding shares in a public limited company.

Related party transactions

- 59 -

In addition, the Company has entered into related party transactions with the related parties of the Offerors, as follows:

1. Transaction with Hitachi Transport System, Ltd. (major shareholder of the Offerors)

2. Transaction with Hitachi Consumer Products (Thailand), Ltd. (“HIC”)*

Transaction Jan-May 2011 (Amount: Baht)

The Company has clearly devised a policy on related party transactions, which could help prevent any potential conflict of interest and ensure fairness to all shareholders. If in the future the Company additionally enters into any related party transactions, such as transportation and distribution services, customs clearance services, etc., with the Offerors and/or persons under Section 258 of the Offerors, the Company will ensure that all conditions are set forth on an arm’s length basis and/or the transactions are made at a market price that is comparable with the price of transactions made with a third party, with due regards paid for the utmost interest of the Company and the shareholders in the same manner as the transactions made with any third party under the normal business practice. The Company will comply with the requirements of the Office of the SEC and the SET, the Company’s Articles of Association or other laws and regulations of the concerned authorities, and will also conform to the accounting standards outlined by the Association of Accountants and the good corporate governance principles to enhance the transparency and efficiency of the Company’s operation.

In our opinion, it is possible that the Company will in the future additionally enter into related party transactions with the Offerors and/or persons under Section 258 of the Offerors to be in alignment with the status and necessity of the Company in the future. However, the Company’s clearly-defined policy on related party transactions would help prevent any potential conflict of interest and ensure fairness to all shareholders.

5.4 Benefit to and impacts on the shareholders who decline the tender offer (only in case of a tender offer for delisting purpose)

- None -

- 60 -

Conclusion of opinion of the shareholders’ advisor

Based on the information and rationale described above, we are of the opinion that the tender offer for delisting of securities and the offering price of Bt. 5.74 per share are appropriate since such price is higher than the fair price of shares appraised by the IFA under the discounted cash flow approach. The said appraised price comes out at Bt. 4.70 per share, which is lower than the offering price of Bt. 5.74 per share by Bt. 1.04 per share. Moreover, from a sensitivity analysis of the share valuation by this approach, the shares are valued in a range of Bt. 3.84 - 5.79 per share, which is (lower)/higher than the offering price of Bt. 5.74 per share by Bt. (33.10) - 0.87 per share. Taking into account all benefits and impacts, we recommend that the shareholders accept the said tender offer.

In deciding whether to accept or reject the tender offer, the shareholders could consider the reasons and opinion in all respects given by us. The final decision should then be made at the individual shareholders’ own discretion.

We hereby certify that we have provided our opinion prudently based on the standard professional practices and in the interest of the shareholders.

Yours sincerely, Advisory Plus Co., Ltd.

-Prasert Patradhilok- (Prasert Patradhilok) President

- 61 -

Attachment 1

Average P/BV of entities listed in the Services Industry, Transportation and Logistics Sector

Period AOT ASIMAR BECL BMCL BTC BTS ETG* Average of past 3 months 0.71 1.17 0.71 2.86 0.60 1.17 1.78 Average of past 6 months 0.69 1.01 0.74 2.66 0.53 1.19 1.56 Average of past 9 months 0.70 0.99 0.76 2.63 0.50 1.24 1.42 Average of past 12 months 0.72 0.99 0.77 2.60 0.49 1.28 1.34

Period JUTHA KIAT* KWC PSL RCL SST THAI Average of past 3 months 0.53 5.05 1.08 1.17 0.59 0.99 0.92 Average of past 6 months 0.56 5.51 1.05 1.15 0.67 0.91 0.98 Average of past 9 months 0.60 6.06 1.06 1.15 0.78 0.88 1.12 Average of past 12 months 0.63 6.80 1.05 1.15 0.85 0.93 1.12

Average Period TSTE TTA UST WIN (excl. KIAT SET MAI and WIN)** Average of past 3 months 1.09 0.56 0.82 1.19 1.05 2.02 2.61 Average of past 6 months 0.86 0.54 0.77 4.11 0.99 2.00 2.36 Average of past 9 months 0.79 0.55 0.75 6.05 1.00 2.01 2.24 Average of past 12 months 0.75 0.58 0.74 5.79 1.00 1.96 2.14 Note: * ETG and KIAT are listed on the MAI. ** Excluding P/BV of KIAT and WIN and it is high and deviates from other entities. Source: Available from www.setsmart.com

- 62 -

Attachment 2

Average P/E of entities listed in the Services Industry, Transportation and Logistics Sector

Period AOT ASIMAR BECL BMCL BTC BTS ETG* Average of past 3 months 42.71 13.21 7.15 n.a. n.a. 98.14 53.52 Average of past 6 months 39.88 15.38 7.73 n.a. n.a. 73.90 44.42 Average of past 9 months 39.97 15.38 8.06 n.a. n.a. 60.61 37.91 Average of past 12 months 38.94 15.38 8.20 n.a. n.a. 50.25 35.42

Period JUTHA KIAT* KWC PSL RCL SST THAI Average of past 3 months 4.71 14.22 7.69 25.77 56.93 19.64 11.06 Average of past 6 months 4.23 15.34 7.44 22.82 44.25 19.20 7.86 Average of past 9 months 4.66 16.88 7.49 20.69 44.25 18.71 6.98 Average of past 12 months 5.65 19.48 7.84 18.19 44.25 18.23 6.42

Average Period TSTE TTA UST WIN (excl. BMCL SET MAI and BTC) ** Average of past 3 months 13.91 26.31 9.65 25.74 26.90 13.94 20.21 Average of past 6 months 14.53 20.30 8.08 42.63 24.25 14.15 19.06 Average of past 9 months 14.37 19.14 7.48 42.63 22.83 14.55 19.19 Average of past 12 months 13.15 18.27 7.06 42.63 21.84 14.50 19.62 Note: * ETG and KIAT are listed on the MAI. ** Excluding P/E of BMCL and BTC as their P/E is not available due to loss from operations. Source: Available from www.setsmart.com

- 63 -

Attachment 3

Average EV/EBITDA of entities listed in the Services Industry, Transportation and Logistics Sector

Period AOT ASIMAR BECL BMCL BTC BTS ETG* Average of past 3 months 8.72 3.62 5.57 164.33 (2.56) 20.17 10.40 Average of past 6 months 8.56 3.14 5.63 163.22 (2.53) 20.35 9.53 Average of past 9 months 8.64 3.00 5.66 165.04 (2.57) 20.84 8.93 Average of past 12 months 8.72 2.95 5.66 166.78 (2.62) 21.19 8.60

Period JUTHA KIAT* KWC PSL RCL SST THAI Average of past 3 months 6.78 9.93 4.07 11.05 8.87 11.81 5.73 Average of past 6 months 6.90 10.24 3.94 11.34 9.44 11.31 5.92 Average of past 9 months 6.99 10.72 3.91 11.60 10.16 11.08 6.20 Average of past 12 months 7.04 11.60 3.82 11.69 10.52 10.97 6.07

Average Period TSTE TTA UST WIN (excl. BMCL and BTC)** Average of past 3 months 7.84 9.99 4.90 6.42 8.49 Average of past 6 months 7.63 9.82 4.64 6.27 8.42 Average of past 9 months 7.58 9.96 4.54 6.06 8.49 Average of past 12 months 7.52 10.20 4.50 6.11 8.57 Note: * ETG and KIAT are listed on the MAI. ** Excluding EV/EBITDA of BMCL, as it is unusually high and deviates from other entities, and BTC, whose ratio is not available due to loss before interest, tax, depreciation and amortization. Source: Calculation by IFA

- 64 - Attachment 4

Positions held by ETG Directors in the Offerors and persons under Section 258 of the Offerors

ETG Offerors Persons under Section 258 of the Offerors Name HTST HTSA 1 2 3 4 5 6 7 8 1 Mr. Poonsak Thiapairat        2 Mr. Shunichi Oinuma          3 Mr. Takashi Jinguji      4 Mr. Thanapat Pupat        5 Mrs. Pochaman Pasawat        6 Mr. Pracha Phathayakorn        Assoc. Prof. Ruth  7 Banomyong      

 = Board Chairman  = Director

Note: 1. TST Sunrise Service Co., Ltd. 2. Siam Intact (2002) Co., Ltd. 3. Hitachi Transport System, Ltd. / Japan 4. Hitachi Transport System (M) Sdn Bhd / Malaysia 5. Manila International Freight Forwarders, Inc./ Philippines 6. MIFFI Logistics, Co. Inc. / Philippines 7. P.T. Berdiri Matahari Logitik / Indonesia 8. Hitachi Transport System India Pte. Ltd. / India

- 65 -