Thanapiriya Public Company Limited (TNP)

Information Memorandum – Thanapiriya Public Company Limited (TNP)

Head Office 661 Moo. 24 Rop Wiang, Muang, Chiang Rai 57000 Tel. +66 53 756 484 Fax: +66 53 756 484 Website: www.thanapiriya.co.th Listing Date As of 18 November 2015 (Trading commencement on 18 November 2015) Listing Securities 800 million common shares with par value of 0.25 Baht per share, total value of 200 million Baht Capital As of 18 November 2015 (Trading commencement) Registered Capital; Common Shares 200 million Baht (800 million shares) Paidup Capital; Common Shares 200 million Baht (800 million shares) Secondary Market Market Alternative of Investment (mai) Offering Price 1.75 Baht Offering Date 11 13 November 2015 (The Company issues common shares to the public 200 million shares) Objectives and plans for utilizing the capital increase

Amount Use of proceeds Estimated timing (million Baht) 1. Financing business expansion 245.00 Within 2016 2. Retiring bank loan 70.00 Within 2015 3. Using as working capital 19.41 Within 2015 2016 Total 334.41 Note: The capital increase in the amount of 350.00 million Baht, deduct an expenses in the amount of 15.59 million Baht, net proceeds in the amount of 334.41 million Baht.

Green Shoe Option None

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Type of Business and Nature of Operation

Thanapiriya Public Company Limited (“The Company”) is a retailer and a wholesaler of consumer goods excluding fresh food under the name “Thanapiriya”. The major revenue is from store sales and the head office sales accounted for 75 percent and 25 percent of total sales revenue respectively. The Company owns and operates 12 stores dividing into 11 supermarket stores and 1 wholesale store located in Chiang Rai. Thanapiriya’s store model has a well mixture a wide variety of products and low price as modern trades but convenient as convenient stores. Thanapiriya aims to be a Thai traditional trade who provides good quality products and warm services to satisfy customer needs.

Focusing on customer needs, the Company uses 25 years of experience in retail and wholesale business to develop its store model by offering well selected products over 15,000 SKUs, providing excellent service, and designing store layout to be more convenient to shop. Additionally, the supermarket stores are located in prime locations that are easy for customers to come for shopping. The Company offers a wide variety of products both retail and wholesale on every store to increase customer choices.

Group Structure

Thanapiriya Public Company Limited Registered Capital THB 200 mm Paid Up Capital THB 200 mm

99 .99 % Thanaphoom Property 2013 Company Limited

Registered Capital THB 90 mm Paid Up Capital THB 60 mm

Products and Services Category

The Company offers well selected products for over 15,000 SKUs in order to satisfy customer needs. Most are necessity products such as Household Product, Personal Care Product, Drinks and Dried Food Product, Cosmetics and Supplements and Baby Care products.

Thanapiriya offers variety of product size and package such as retail pack, boxes and crate. There are 5 categories as follows:

1) Household Product such as detergent, dish washing liquid, fabric softener, fabric conditioner, floor cleaner, tableware, candle, battery, automotive cleaning products, etc. 2) Personal Care Product such as shampoo, conditioner, soap, toothpaste, powder, cologne, sanitary napkin, paper towel and hair styling products, etc. 3) Drinks and Dried Food Product such as tea, coffee, milk, drinking water, snack, seasoning, vegetable oil, sugar, canned foods, juice, instant noodles, etc. 4) Cosmetics and Supplements such as skin care, foundation, lipstick, medicines and supplements etc. 5) Baby Care products such as milk bottles, milk powder, baby food, nappy, supersorber, toy, mom and baby care products etc.

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Revenue Structure Revenue structure of each business line from 2012 – 2015 are summarized as follows

2012 2013 2014 Revenue structure million % million % million % Baht Baht Baht Store revenue 608.05 64.26 661.36 63.62 764.22 63.59 Head office revenue 324.89 34.33 361.66 34.79 408.40 33.98 Sales revenue 932.94 98.59 1,023.02 98.41 1,172.62 97.58 Others 13.35 1.41 16.55 1.59 29.11 2.42 Total 946.29 100.00 1,039.57 100.00 1,201.73 100.00 Revenue structure of each business line of January – September 2015 are summarized as follows

2014 (Jan – Sept) 2015 (Jan – Sept) Revenue structure million Baht % million Baht % Store revenue 560.48 62.76 696.85 72.40 Head office revenue 311.24 34.85 238.22 24.75 Sales revenue 871.72 97.62 935.07 97.15 Others 21.30 2.38 27.46 2.85 Total 893.01 100.00 962.53 100.00 Note: Others comprise sales promotion, rental income and interest income etc.

Target customers

Thanapiriya’s customers mainly are general customers covering all ages, all occupations, residents around that area, retail store operators selling consumer goods in Chiang Rai and neighboring provinces, government agencies and business professional, such as a school and a hospital and a laundry business, etc.

Distribution Channels

The Company distributes products via 2 channels: 1. Thanphiriya Stores The Company distributes products through its own stores as the main channel. The store is located near the residential area and next to major roads to be convenient for both regular and onetime customers. The Company has 12 supermarket stores dividing into 11 retail stores and 1 wholesale store. The details of store as of 31 August, 2015 are as follows:

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Year's Area Branch Address Operating hours Opening (Sqm ) 1. Hor Naliga 414/12 Branprakarn Rd., Wiang, Muang, Chiang Rai 1991 220 7:00 – 21:00 57000 2. Den Ha 318/3 Moo 16, Rop Wiang , 2007 750 8:00 – 20:30 Muang, Chiang Rai 57000 . 3. Sri Sai Mun 139/6 Moo 9 Rop Wiang, 2009 400 8:00 – 20:00 Muang, Chiang Rai 57000 4. Bann Du 142 Moo 4 Baandu, Muang 2011 700 8:00 – 21:00 Chiang Rai 57100 5. Den Ha wholesale 510/14 Moo 16 Rop Wiang, 2012 900 8:00 – 19:00 Muang, Chiang Rai 57000 6. Mae Sai 888 Moo 9 Wiang Phang Kham, Mae Sai, Chiang Rai 2013 200 8:00 – 20:00 57220 7. Pa Gor 308/2 Moo 13 Rop Wiang, 2013 400 8:00 – 21:00 Muang, Chiang Rai 57000 8. Huai Khrai 302 Moo 2 Mae Rai, Mae 2014 500 8:00 – 20:00 Chan, Chiang Rai 57110 9. Wiang Pa Pao 340 Moo 2 Wieng, Wiang pa 2014 350 8:00 – 20:00 pao, Chiang Rai 57170 10. Mae Chan 500 Moo 4 ,Mae Chan, Mae 2014 400 8:00 – 20:00 Chan, Chiang Rai 57110 11. Phan 2347 Phan, Phan, Chiang Rai April 2015 550 8:00 – 20:00 57120 12. Mae Fah Luang 690 Moo Ta Sud, Muang August 356 8:00 – 20:00 Chiang Rai 57000 2015

2. Call Center Head Office (Wholesale) For more customer coverage, Thanapiriya provides the service for wholesale customers via phone orders. This channel is mainly for customers buying in large amounts. The customer can call the head office or any nearby Thanapiriya stores to make an order.

Product & Services Procurement

The Company purchases products directly from suppliers or manufacturers. It selects the products based on customer preference, variety and quality of products. The Company has over 300 suppliers within the country to supply over 15,000 SKUs. The procurement procedures are as follows:

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1) Survey customer needs The Company surveys the market by doing research on competitors, discussing with suppliers, observing consumer behaviors and catching up related advertisement. Moreover, the Company has a database to record store sales and purchase orders of wholesalers, in order to analyze the popularity of each product. 2) Product selection The product selection can be divided in 2 categories:

New products selection The selection of new products is based on popularity, pricing, marketing strategies, quality and packaging that can attract consumers. Current products selection Thanapiriya uses the database to analyze sales, inventory turnover rate and the rate of return in order to procure appropriate product categories and optimal quantity to particular stores. Supplier selection The supplier selection criteria are as follows: 1) Popularity and needs of products 2) Quality standard 3) On time delivery 4) Effective marketing strategies 5) Reliability of suppliers The Company has policy to spread across over 300 suppliers, and does not place an order with any supplier exceeding 30 percent of total purchase to prevent the risk of dependency on a particular supplier. 3) Purchasing The Company has efficient control over the product procurement to ensure that it has optimal quantity of products to sell. The Company refers historical sales data of each store to estimate optimal order level. Before order, the Purchasing Department will check that there is no outstanding product exceeds the company's policy; otherwise, the Purchasing Department will discuss with the supplier to launch promotion campaign. 4) Distribution Products over 15,000 SKUs from suppliers will be delivered to the distribution center before distributing to Thanapiriya’s stores and wholesale customers outside the district. The distribution center is located at the head office and has area over 7,600 square meters. Distribution Center Management Products that pass the inspection process will be placed in the receiving warehouse on defined shelves and recorded into the inventory system. After that products will be transferred to distributing warehouse by a forklift to place on defined shelves separated by categories, with the First In First Out method (FIFO). Products are usually stored in the warehouse approximately 7 to 30 days before distributing to Thanapiriya stores and wholesale customers.

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Store Management 1) Cash management Cashier manger submits daily sales via the online system for the head office to verify sales data with sold items. The cashier needs to keep monitoring cash levels in POS strictly. In the case that cash exceeds a defined level, cashier manger will keep excess cash in a safe and then deposit at a bank at least 2 times per day to reduce the risk of lost and stolen. In addition, the Company takes out insurance against robbery during working and non working hours. 2) Inventory management Thanapiriya applies CPFR inventory system to manage store inventory by calculating 3 month historical sales data to determine the optimal amount of inventory and satisfy to the needs of customers in each area. It is an automated system that processes information from the database and requests the distribution center to transfer specified inventory to each store on the next day. In every fulfillment, a store will have sufficient inventory to sell about 3 30 days depending on product type and the store’s warehouse size. 3) Stocktaking Stocktaking is performed on regular basis; dividing into 2 cycles, 6 months in a cycle. Top 70 percent of highest inventory value will be counted every month while the rest 30 percent will be counted within 6 months. In addition, the head office will send internal audit team to visit a store for Surprise Check once a month and all 100 percent of inventory will be counted once again and observed by the Auditor at the end of the year. 4) Inventory The CPFR inventory system will determine the inventory to deliver to each branch every day except for stores outside the city with sizable warehouse such as Wiang Pa Pao will be delivered 34 times a week. Once the delivery truck arrives, staff will check delivered products before moving to defined shelves. 5) Services The Company has clear operating procedures for each function. All store staff are required for training in an area of customer service and product knowledge. In addition, there are also random store inspections to inspect the compliance of operating procedure on a regular basis in terms of services, cleanliness, price tag, promotion labels, staff uniforms and product expiration date in order to maintain quality and standard of services. Industry Chiang Rai is located in the North of Thailand. Its border is adjacent to Lao People's Democratic Republic, Republic of the Union of Myanmar, and not far from the People's Republic of China. General economic condition of Chiang Rai province, mainly depends on agriculture products, service sectorstourism and border trade sector. According to the Chiang Rai Provincial Office of the Comptroller General expects offices, Chiang Rai economy is expected to grow at a rate of 5.5 percent mainly from service sectors due to the increasing number of tourists, especially Chinese travelers who come to Chiang Rai through the Mae Khong River bridge. The increase in airline operators in Chiang Rai route and competition among low cost airlines bring more travelers. The private sector is likely to grow continuously to support the AEC. Additionally, the value of border trade is expected to grow as Chiang Rai is an important gate connecting to neighboring countries. The expansion of the provincial economy is expected to grow rapidly resulting from urbanization, an increase of population in the region, the increase in border trade, the move towards AEC. The mentioned factors affect the needs of consumers in the region and lead to the growth of the retail business in the provinces, especially with frontier

Page 6 provinces. Thai Retailers Association of Thailand forecasted that retail markets will have the overall growth of 6.3 percent in 2015 and the trade expansion will spread to more provincial regions. Competition in the retail business becomes more intense as modern trades started to focus on a small store expansion to increase the market share in high potential provinces. Nowadays, consumers have put more emphasis on convenience and less time for shopping. As a result, small retailers adjacent to their residential area become the most convenient way for shopping. To adapt to the change of consumer behavior, many retail operators have reduced store size in order to penetrate in residential area such as convenience stores and superconvenience stores. Competition in Chiang Rai The competition of retail consumer goods in Chiang Rai is still considered quite mild; the characteristic of similar peers are as follows. Traditional Retailers (the Traditional Trade) is characteristic of small stores selling necessity consumer goods located in the community with minimal investment cost. It is merely a family business with simple structure. It is traditional with lack of technology and modern management. The present of modern retail trade changes consumer behavior in various ways. Consumers, nowadays, prefer convenience, modern and pleasant atmosphere, variety of products and low price. Therefore, the traditional retailers who fail to adapt to the change may have to be closed down result in rapidly decrease in number of traditional retailers. However, the traditional retailer is considered an ally and a partner of the company. Convenience Store (Convenient Store) has played a role in daily life of people in Chiang Rai because this type of store is able to easily penetrate into community. Although Thanapiriya offers some similar items to convenience stores, they define different brandpositioning. Unlike convenience stores, Thanapiriya focuses on lower price and family size package that is suitable for household rather than Ready to Eat items. Most customers prefer to buy refreshments and travel size personal products from convenience store but buy household size products from Thanapiriya because it offers more variety products with cheaper prices for certain items. Moreover, a benefit of having a convenience store situated near Thanapiriya store is that it can turn that area into the commercial district and attract more customers to a store. Modern trade Stores (Modern Trade) mostly are multinational corporations having large amount of funding and they are considered major competitors of Thanapiriya. A Modern trade has various forms of outlets such as superstore, supermarket, mediumsize hypermarket, largesize hypermarket, large size wholesale centers, etc. The modern trade operators are focusing on the small stores expansion in provincial area having high growth potential.

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Competition based on District

Number of stores Tesco Big c Super Thanapiriya Tops Makro 7ELEVEN in Chiang Rai Lotus Centre 1. Mueng 7 8 1 2 1 20 2. Wiang Chai 1 3. Chiang Khong 1 3 4. Thoeng 5. Phan 1 1 3 6. Pa Daet 7. Mae Chan 2 1 1 8. Chiang Saen 1 1 9. Mae Sai 1 5 1 5 10. Mae Suai 1 11. Wiang Pa Pao 1 3 3 12. Phaya Mengrai 1 13. Wiang Kaen 14. Khun Tan 15. Mae Fa Luang 2 16. Mae Lao 17. Chiang rung 18. Doi Luang Total 12 21 1 2 2 40

Source: Companies data and public information

Environmental Impact None Summary of Material Contents in Contracts 1) Longterm Rental Agreement with External Parties Den Ha branch Tenant : the Company Landlord : Mr. Manit Lhortragoon Properties for Rent : Land and buildin g Land Area : 100.0 Rai Building Area : 661 Square Meters Address : Title deed no. 18419 Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 20 years from November 1, 2007 to October 31, 2027 Nature of Contract : During agreement term, landlord agrees not to increase the rental fees more than 3% per year. Tenant is allowed to sublease such properties during the period in agreement term. Page 8

Sri Sai Mun branch Tenant : the Company Landlord : Mr.Thanpisit Suriyachote Properties for Rent : Land and building Land Area : 0320.9 Rai Building Area : 320 Square Meters Address : Title deed no. 85557, 85556, 85555, 85554, 8635 Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 15 years from November 1, 2009 to October 31, 2024 Nature of Contract : Tenant agrees to pay whole amount of rental fee upfront at the time of completion of contract. Tenant is allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

Bann Du branch Tenant : the Company Landlord : Mr. Porntep Vanitpadungtham and Mrs. Supawadee Vanitpadungtham Properties for Rent : Land and building Land Area : 0340.8 Rai Building Area : 560 Square Meters Address : Title deed no. 108610 Tambon Bann Du, Muang district, Chiang Rai province Agreement Term : 10 years from May 1, 2011 to April 30, 2021 Nature of Contract : During agreement term, landlord agrees not to increase the rental fees more than 10% per year. The intention to renew the contract should be notified by tenant in writing within 90 days before the expiration date. Tenant is allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

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Huai Khrai branch Tenant : the Company Landlord : Mr. Sujin Lolpiroon Properties for Rent : Land Land Area : 0241.0 Rai Address : Title deed no. 6643 Tambon Mae Rai, Mae Chan district, Chiang Rai province Agreement Term : 20 years from February 24, 2014 to February 23, 2034 Nature of Contract : During agreement term, landlord agrees not to increase the rental fees more than 4% per year. The intention to renew the contract should be notified by tenant in writing within 90 days before the expiration date. Tenant is allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

Wiang Pa Pao branch Tenant : the Company Landlord : Mr.Chom Wongwien and Mrs.Patchanee Wongwien Properties for Rent : Land and building Land Area : 0261.0 Rai Building Area : 650 sqaure meters Address : Title deed no. 31, 760, 2293 Tambon Wiang, Wiang Pa Pao district, Chiang Rai province Agreement Term : 15 years from August 28, 2014 to August 27, 2029 Nature of Contract : Tenant agrees to pay whole amount of rental fee upfront at the time of completion of contract. The intention to renew the contract should be notified by tenant in writing within 90 days before the expiration date. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

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2) Shortterm Rental Agreement with External Parties Mae Chan branch Tenant : the Company Landlord : Mrs.Parichart Panatiwat Properties for Rent : Land Land Area : 0194.0 Rai Address : Title deed no. 110 Tambon Mae Chan, Mae Chan district, Chiang Rai province Agreement Term : 3 years from May 16, 2014 to May 15, 2017 Nature of Contract : Tenant has the right to renew the contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 20% of each renewed contract. Tenant is allowed to sublease partial of properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

3) Rental Agreement with Related Parties Hor Naliga branch Tenant : the Company Landlord : Mr.Thawatchai Phutthiphiriya Properties for Rent : Land and building Land Area : 0094.5 Rai Building Area : 490 square meters Address : Title deed no. 4817, 7738, 6369 Banpapragarn Road, Tambon Wia ng, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 75,000 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

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Den Ha Wholesale branch Tenant : the Company Landlord : Mrs. Amorn Phutthiphiriya Properties for Rent : Land Land Area : 1150.0 Rai Address : Title deed no. 22310, 33217 Rachayotha Road, Tambon Wiang, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 33,000 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

Rob Wiang Distribution Center Tenant : the Company Landlord : Mrs. Amorn Phutthiphiriya Properties for Rent : Land and building Land Area : 100.0 Rai Building Area : 7,600 square meters Address : 661 Moo 24 Soi 7 Gong Chang Road, Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 64,000 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

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Warehouse 2 Tenant : the Company Landlord : Mrs. Amorn Phutthiphiriya Properties for Rent : Land Land Area : 1013.0 Rai Address : Title deed no. 40963 Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 14,000 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

Warehouse 3 Tenant : the Company Landlord : Mrs. Amorn Phutthiphiriya Properties for Rent : Land Land Area : 0399.5 Rai Address : Title deed no. 21807 Gong Chang Road, Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 18,800 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

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Warehouse 4 Tenant : the Company Landlord : Mrs. Amorn Phutthiphiriya Properties for Rent : Land Land Area : 0264.4 Rai Address : Title deed no. 17574, 17575 Gong Chang Road, Tambon Rob Wiang, Muang district, Chiang Rai province Agreement Term : 3 years from January 1, 2015 to December 31, 2017 Rental Rate : 10,000 Baht per month Nature of Contract : Tenant has the right to renew contract up to 4 times, with agreement term of 3 years per time. Landlord agrees not to increase the rental fees more than 10% of previous contract. However, the change in rental fee must not exceed market rate at that particular time. Tenant is not allowed to sublease such properties during the period in agreement term. In case that landlord intents to sell such properties, landlord agrees to promptly notify tenant so that tenant has the priority to purchase this properties, if interested.

Feasibility Study None Technical and Management Assistance None Future Project

The Company plans to extend the branch and build new distribution center as detail below. 1) Store expansion In 2016, the Company expects to expand 3 supermarket stores, which are 2 supermarket stores within Q2’2016 and another super supermarket store in Q3’2016. The average investment cost is expected to be about 1015 million per store. However, the Company may increase or decrease the number of store expansion depending on economic condition. The source of the fund will come from cash flow from operations and the IPO proceed. 2) New distribution center The Company has plans to build new distribution center at Muang District, Chiang Rai province with an area of approximately 8,000 – 10,000 square meters, expected to be completed within Q3’2016 to support the store expansion and efficiency improvement for goods receipt, goods storage and goods distribution process, the investment cost is expected to be approximately 150 million Baht – 200 million Baht. The source of the fund is from the IPO proceed. Related Transactions The related transactions between the Company and its subsidiary with the persons who may have conflicts of interest during fiscal year 2014 and the sixmonth period ended June 30, 2015 are as follows:

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Person/Juristic Person Relationship with the Counterparty Who May Have Conflicts of Interest Mr. Thawatchai Phutthiphiriya (“Mr.Thawatchai”) Director and major shareholder Mrs. Amorn Phutthiphiriya (“Mrs.Amorn”) Director and major shareholder Mr. Boonchai Phutthiphiriya (“Mr.Boonchai”) Father of Mr.Thawatchai Thanaphoom Property 2013 Co.,Ltd. (“Thanaphoom”) the Company’s subsidiary Business description: Property developer

The related transactions during fiscal year 2014 and the 6month period ended June 30, 2015 can be summarized as follows:

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Person/Juristic Transaction Value (million Baht) Person Fiscal Year Description of Sixmonth Necessity and Audit Committee’s Who May Have Ended Transaction Period Ended Reasonable ness Opinion Conflicts of December 31, June 30, 2015 Interest 2014 1.Mr.Thawatchai The Company rented 0.72 0.45 • In 2014, the Company This transaction was a Phutthiphiriya land and building rented land and building normal business from Mr. Thawatchai for 60,000 Baht per transaction. The lease of to locate Hor Naliga month, which was not in immovable property from branch accordance with Mr.Thawatchai had the appraiser’s estimated rental rate that was in price. accordance with • The Company has signed appraiser’s estimated new contract with Mr. price. Therefore, this Thawatchai to rent land transaction was and building on January considered to be 1, 2015 to locate Hor reasonable with the Naliga branch for 75,000 interest of the Company. Baht per month excluding utility expenses. The rental fee was in accordance with appraiser’s estimated price. 2. Mrs. Amorn Loan to Mrs. Amorn • This transaction was This transaction was Phutthiphiriya Beginning Balance 10.50 financial assistance to a financial assistance to Loans drawn 2.65 director with no interest. director, which occurred Repayment (13.15) • Mrs. Amorn has already in the past. In addition, Ending Balance repaid the whole amount Mrs. Amorn has already of 13.15 million Baht in repaid the owed amount December 2014. to the Company. • The Company did not However, the Company have this kind of will ensure that there is transaction in sixmonth no this type of period ended June 30, transaction to occur in 2015. the future.

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Person/Juristic Transaction Value (million Baht) Person Fiscal Year Description of Sixmonth Necessity and Audit Committee’s Who May Have Ended Transaction Period Ended Reasonable ness Opinion Conflicts of December 31, June 30, 2015 Interest 2014 2. Mrs. Amorn The Company rented 0.20 • In 2014, the Company These transactions were Phutthiphiriya land from Mrs. Amorn rented land from Mrs. normal business to locate Den Ha Amorn with no obligation transactions. The lease Wholesale branch to pay for rental fee. of immovable properties • The Company has signed from Mrs. Amorn had the new contract with Mrs. rental rates that were in Amorn to rent land on accordance with January 1, 2015 to locate appraiser’s estimated Den Ha Wholesale prices. Therefore, the branch for 33,000 Baht transactions were per month excluding considered to be utility expenses. The reasonable with the rental fee was in interest of the Company. accordance with appraiser’s estimated price. The Company rented 0.24 0.38 • In 2014, the Company land and building rented land and building from Mrs. Amorn to for 20,000 Baht per locate Rob Wiang month, which was not in distribution center accordance with appraiser’s estimated price. • The Company has signed new contract with Mrs. Amorn to rent land and building on January 1, 2015 to locate Rob Wiang distribution center for 64,000 Baht per month excluding utility expenses. The rental fee was in accordance with appraiser’s estimated price.

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Future Related Transactions The Company is expected to incur future related transactions which have been taken into consideration and approved by the Audit Committee and the Board of Directors. The future related transactions can be summarized as follows: The Company will continue to rent land and building from its major shareholders. The transactions are normal business transactions with rental rate and commercial terms as offered on the market which are reasonable and appropriate. The increase in the rental fees will not be more than 10% of previous contract and must not exceed market rate at that particular time. Hor Naliga branch Counterparty: Mr. Thawatchai Phutthiphiriya Rent of land and building Rental Rate: 75,000 Baht per month Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time. Den Ha Wholesale branch Counterparty: Mrs. Amorn Phutthiphiriya

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Rent of land Rental Rate: 33,000 Baht per month Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time. Rob Wiang distribution Counterparty: Mrs. Amorn Phutthiphiriya center Rental Rate: 64,000 Baht per month Rent of land and building Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time. Warehouse 2 Counterparty: Mrs. Amorn Phutthiphiriya Rent of land Rental Rate: 14,000 Baht per month Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time. Warehouse 3 Counterparty: Mrs. Amorn Phutthiphiriya Rent of land Rental Rate: 18,800 Baht per month Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time. Warehouse 4 Counterparty: Mrs. Amorn Phutthiphiriya Rent of land Rental Rate: 10,000 Baht per month Agreement Term: 3 years from January 1, 2015 to December 31, 2017, the Company has the right to renew contract up to 4 times, with agreement term of 3 years per time.

Obligations and Contingent Liabilities None

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Risk Factors

1. Risk from the Strong Business Competition Chiang Rai has continuouslygrowing economy, supported by the growth of tourism and service sectors and urbanization. Modern trades, the Company’s competitors, have a great interest in expansion in Chiang Rai. The incoming of Modern Trade intensifies the competition. The inability to timely adapt strategies to cope with the competition and changes in consumer behavior may cause customers to buy less from Thanapiriya which affecting revenue and operating results of the Company significantly . However, the Company puts an importance on the quality of products and services to differentiate from competitors in order to remain competitive. The Company usually analyzes the major competitors to improve the business strategy that is flexible and agile to cope with intense competition. As a result, Thanapiriya, a Thai supermarket operator, is able to survive in the business to service customer in Chiang Rai and neighboring provinces for over 25 years. Being a local store located in the area for a long time allow Thanapiriya to understand customers and be able to well select over 15,000 items to offer both retail and wholesale customers with flexible promotions to compete with other modern trades. The Company is confident that the vision of the Director and the long experience Thanapiriya’s team will be able to maintain good performance and can compete with other operators in Chiang Rai and neighboring provinces.

2. Risk from Inventory Management The Company's outstanding inventory as of December 31, 2012 December 31, 2013 December 31, 2014 and June 30, 2015 is 85.9 million Baht, 124.2 million Baht, 147.7 million Baht and 146.8 million Baht or accounts for 48.6 percent, 37.9 percent, 38.5 percent and 35.5 percent of total assets respectively. Therefore, inventory management is considered a key factor for retail, and wholesale business. If the Company fails to efficiently manage inventory, it may cause higher expenses and lead to operating profit decrease. The Company's policy and procedures for procurement is able to manage inventory efficiently. The warehouse staff store goods with FIFO, storage location can be specified to ensure that the items are organized according to the FIFO, and the damaged or nearly expired item are clearly separated in defined location. In addition, the Company employs IT system to manage both the inventory in supermarket stores and a distribution center by using the CPFR where the minimum limit for each fulfillment of each store is based on the historical database that is updated on a regular basis. From the above reasons, the company believes that its inventory management has sufficient efficiency.

3. Risk from the malfunction of distribution center At present, the company has a distribution center located at Rop Wiang, Mueang, Chiang Rai, where all items sent from suppliers gathering at the distribution center before delivery to Thanapiriya’s stores. The inability of the distribution center to perform these transactions due to an accident, natural disasters, and failure of the system or other majeure can cause the company to be unable to receive and distribute the products. However, thanks to the use of automatic IT system for product procurement, the Company ensures that every Thanapiriya store has optimal quantity of products to sell. In addition, the Company also plans to prevent and cope with such risks, such as operational planning to handle emergency situations in proper and timely manner, collaboration with major suppliers and setting up the business continuity plan: BCP to manage and transfer goods during the crisis. The Company regularly inspects fire protection equipment and takes out the insurance to cover for the damage.

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4. Risk from the malfunction of IT system The company has been using IT systems in the store management, inventory management, purchasing, financial and accounting including the storage and processing of information to improve the competitiveness. In the case of the IT systems is malfunction, it may cause stores to be temporarily closed until the system is fixed. The mentioned risks may cause adverse impact on ability to run the business and performance of the Company. However, the company recognizes the importance and therefore provides a backup protection system based on the accepted standards level, by setting up the backup server separated from the head office, daily backing up the data and testing it regularly. IT systems of each store has the core processor separated from each other, but are linked to a database of the head office. Therefore, a crash in one store will not affect other stores. 5. Risk from store expansion The Company aims to grow continuously, which is one of the strategies to allow Thanapiriya to penetrate into target customer group. Currently, the intense competition and increase in number of new players in the industry can causes the Company at risk in the event of a new store fails to yield required investment return. In addition, a new store opening in the same neighborhood may cause cannibalization. These effects may have an adverse impact on the Company performance as a whole. However, the Company has defined criteria to open a new store and studies an expansion plan carefully to reduce risks by selecting an area in the center of the community next to a major road and the area that the Company has a great expertise. The Company dose research on concentration of population and consumer behavior in the area and also performs feasibility study to assess the forecasted turnover, Payback Period and internal rate of return (IRR) which must not be lower than the defined criteria defined, an average feasible store will have a Payback Period is between 23 years, depending on the size of a store, and have IRR not less than 20 percent. 6. Risk from inability to renew rental contract The Company has rental contracts of land and buildings with a third party in total 6 stores dividing into 5 stores for 10 20 year longterm rental contracts, and another store is for 3 year shortterm rental contract with a right to renew. The inability to renew the contract may cause a store to be closed down which significantly loss the revenue. However, the Company and the land lord always strictly adhere to contracts without any problem. Moreover, most are longterm contracts and grant the company renewable options prior to others. At present, the Company has only one shortterm contract with a third party for Mae Chan branch and in the contract specifies that the company has the right to renew the contract for 4 times and 3 years for each renew. The Company perceives that the risk that the Company is not able to renew the contract does not impede the business operation and it is expected to be able to negotiate the renewal agreement in the future. 7. Risk from the insufficient personnel for store operation The Company has continuous expansion plan to capture target customer group in wider area. Therefore, the operating personnel of a store are regarded as an important factor to drive the business. Opening a new store will require a workforce of approximately 1020 people. The inability to find sufficient workforce in timely manner may result in a delayed store expansion plans which can affect the growth of the Company's business and performance in the near future.

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However, the Company recognizes the importance in timely recruiting and developing workforce to keep pace with expansion plan. The management team is responsible to inform the expansion plan to all heads of related departments in conjunction with collaboration with human resources department to prepare the workforce for a new store. The Company also provides the training to improve necessary skills of staff in a store on a regular basis. Moreover, the Company has a policy to take care of every employee with fairness so that they feel like they are in the same family. Therefore, the Company believes that it will be able to procure and develop qualified personnel to support future expansion.

Disputation None Number of Employee As of June 30, 2015, the Company had a total of 386 employees (excluding executives) Company Background

Year Event 1965 1991 The Company’s business started in 1965 from a simple grocery stall in Chiang Rai municipality, under the name of "Ngow Thong Chai". Then in 1991, Putthipiriya family developed into a modern supermarket store called “Phiriya mini mart” or the clock tower branch at a present. 2000 The Company was registered to “Thanapiriya Limited Partnership” with the headquarters located at Rop Wiang, Mueang, Chiang Rai. 2007 2012 The Company converted to “Thanapiriya Company Limited” Thanapiriya expanded continuously to have 4 supermarket stores and 1 wholesale center; all of stores are located in Mueang, Chiang Rai. 2013 Opened Mae Sai branch in Mae Sai and Par Gor branch in Muang Chiang Rai The Company increased registered and paid up capital to 50 million Baht. 2014 The Company was awarded the quality wholesale business in terms of human resources from the Department of business development of 2014 Opened Huai Khrai branch in Mae Chan, Chiang Rai in October 2014 Opened Wiang Pa Pao branch in Wiang Pa Pao, Chiang Rai in November 2014 Opened Mae Chan branch in Mae Chan, Chiang Rai in December 2014. December 18, 2014 the Extraordinary General Meeting of Shareholders No. 1/2014 resolved to increase the share capital from 50 million Baht to 145 million Baht to offer to the original shareholders in proportion. The Company registered a capital increase with Department of Business Development, on December 22, 2014 December 3, 2014 at the Board of Directors meeting No. 10/2014 resolved to acquire 100 percent ordinary shares of Thanapoom Property 2013 Company Limited for group restructure.

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Year Event 2015 Opened Phan branch in Phan, Chiang Rai in April 2015. April 20, 2015 the Extraordinary General Meeting of Shareholders No. 1/2015 resolved as follows. Converted to Public Company Limit in April 22, 2015 Changed par value from 100 Baht per share to 0.25 Baht per share. Increased the registered capital from 145 million Baht to 200 million Baht. Allotted 5 million Baht of increased capital or 20 ordinary million shares at par value of 0.25 Baht per share to offer to employees, and patronages. In April, 28 2015, the Company increased paid up capital 5 million Baht resulted in the total paid up capital of 150 million Baht. Allotted 50 million Baht of increased capital or 200 million ordinary shares at par value of 0.25 Baht per share for Initial Public Offering. Opened Mae Fah Luang branch, Mueang, Chiang Rai, in August, 2015.

Investment in Subsidiary/ Associated/ Related Companies At present, the Company has investments in a subsidiary, Thanapoom Property 2013 Company Limited which is in real estate development business to serve Thanapiriya’s store expansion and distribution center . Registered Investment Subsidiary Paidup Capital % of Types of Business Capital Cost Company (million Baht) Shareholding (million Baht) (million Baht) Thanapoom Real estate 90.00 60.00 99.99 60.00 Property 2013 development Company Limit business to serve Thanapiriya’s store expansion and distribution center.

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Change in Capital in the last 3 years Capital Postcapital increase increase Date Objectives (decrease) (decrease) (million Baht) (million Baht) January 7, 2013 46.00 50.00 Offered to existing shareholders for working capital venture

December 22, 2014 95.00 145.00 Offered to existing shareholders for the group restructuring group by acquiring 100 percent in Thanaphoom and for loan due to director retirement

April 22, 2015 5.00 150.00 Offered to a group of employees for working capital venture November 16, 2015 50.00 200.00 Offered the 200 million ordinary shares to public for financing business expansion, retiring bank loan and using as working capital

Fiscal Period 1 January – 31 December Auditor Mr. Atthipong Atthipongsakul No. 3500 / ANS Audit Co.,Ltd. Mr. Yuthapong Chuermuangpan No. 9445 / ANS Audit Co.,Ltd. Mr. Wichai Rujithanont No. 4054 / ANS Audit Co.,Ltd. Mr. Satien Wongsanun No. 3495 / ANS Audit Co.,Ltd. Ms. Kultida Pasurakul No. 5946 / ANS Audit Co.,Ltd. Securities Registrar Thailand Securities Depository Company Limited Financial Advisor RHB Securities (Thailand) Public Company Limited Lead Underwriter RHB Securities (Thailand) Public Company Limited Dividend Policy The Company applies the dividend payout policy of no less than 40% of the net profit after tax and regulatory reserves of the Company’s financial statement. However, the Company will consider the dividend payout base on the best interest of shareholders where the payout may differ from the mentioned rate depending on the Company’s performance, financial statement, liquidity and business expansion plan including other related factors and appropriateness in the future. BOI None

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Number of Shareholders As of November 16, 2015

No. of Number of % of Paid Shareholders shares Up Capital

1. Strategic shareholders

1.1 Director manager and executive management including related 12 590,414,700 73.80 persons and associated persons

1.2 Shareholders who have a holding of above 5% including related persons

1.3 Controlling shareholders 2. Nonstrategic shareholders hold not less than 1 trading unit 2,279 209,585,300 26.20

3. Nonstrategic shareholders hold less than 1 trading unit the Total shareholders 2,291 800,000,000 100.00

Major Shareholders As of November 16, 2015 Post IPO Pre IPO List of shareholders No. of shares % No. of shares % 1. Group of Phutthiphiriya 580,000,000 72.50 580,000,000 96.67 1.1 Mr. Thawatchai Phutthiphiriya 245,000,000 30.63 245,000,000 40.83 1.2 Mrs. Amorn Phutthiphiriya 245,000,000 30.63 245,000,000 40.83 1.3 Mr. Thanaphoom Phutthiphiriya 30,000,000 3.75 30,000,000 5.00 1.4 Mr. Thanaphong Phutthiphiriya 30,000,000 3.75 30,000,000 5.00 1.5 Mstr. Thanaphathr Phutthiphiriya 30,000,000 3.75 30,000,000 5.00 2. Group of Phanwongklom 30,000,000 3.75 2.1 Mr. Yanyong Phanwongklom 15,000,000 1.88 2.2 Miss Waraporn Phanwongklom 10,000,000 1.25 2.3 Mr. Yuenyong Phanwongklom 5,000,000 0.63 3. Mr. Suwit Sirigrivatanawong 9,500,000 1.19 9,500,000 1.58 4. Mr. Chodiwat Duntanasarn 5,000,000 0.63 5. Mr. Min Tienwong 4,300,000 0.54 6. Miss Pannanee Supamongkol 3,679,900 0.46 3,639,900 0.61 7. Miss Petcharat Chanyathammapoj 3,500,000 0.44 8. Mr. Sommai Thawinwisan 3,181,000 0.40 9. Saha Pathanapibul PCL. 2,500,000 0.31 10. Miss Suganya Boenkungmag 2,172,000 0.27 11. Others 156,167,100 19.52 6,860,100 1.14 Total 800,000,000 100.00 600,000,000 100.00 Note : The group is categorized by surname which is not grouping by behavior or agreement among those

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Foreign Shareholders As of November 16, 2015, the Company has 22 foreign shareholders, totaling 2,495,100 shares or 0.31% of paidup capital. Note: The Company has the restriction regarding shareholding of foreigners in compliance with clause 10 of the Company’s regulation, which states that share of the Company can be liberally transferred without constraint and shares hold by nonThai individuals at any time must not exceed forty nine percent (49%) of total shares of the Company. Any shares transfer that may cause the proportion of shareholding by nonThai persons to exceed the limit of the percentage mentioned, the Company has the right to refuse such transfer of the Company

Board of Directors The Board of Directors comprises 7 directors as followed

Name Position Starting Date

1. Dr. Pisanu Kantipong Chairman of the Board of Directors 18 Dec 2014 Chairman of the Audit Committee and Independent Director

2. Mr. Thawatchai Phutthiphiriya Director and Managing Director 23 May 2000

3. Mrs. Amorn Phutthiphiriya Director 23 May 2000 4. Mrs. Chularat Ngamloetlee Director 18 Dec 2014

5. Miss. Busakorn Tadthapong Director 18 Dec 2014

6. Dr. Wathana Yeunyong Audit Committee and Independent Director 18 Dec 2014

7. Dr. Chalermchai Khamsaen Audit Committee and Independent Director 18 Dec 2014

Board of Directors meeting No. 1/2015 on January 26, 2015 appointed Mr. Pittaya Jitmase as a Company Secretary.

Audit Committee Board of Directors meeting No. 1/2015 on January 26, 2015 has the resolution to appoint Audit Committee as follows

Name Position

1. Dr. Pisanu Kantipong Chairman of Audit Committee and Independent Director 1 2. Dr. Wathana Yeunyong Audit Committee and Independent Director

3. Dr. Chalermchai Khamsaen Audit Committee and Independent Director

Note: 1. Member of audit committee who has knowledge and experience to verify reliability of the financial statements Board of Directors meeting No. 1/2015 on January 26, 2015 appointed Miss Valdee Sribunrueang as an Audit Committee’s Secretary Scope of Duties and Responsibilities of Audit Committee The Audit Committee has duties and responsibilities as follows 1. To verify the Company’s financial statements are accurate and adequately and coordinate with outsourcing auditors and executives who are responsible for quarterly and annual financial report; 2. To ensure that the Company implements internal controls and internal audit systems that are appropriate and effective and to consider the independence of the internal audit unit and give consent regarding appointment,

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transfer, and termination of employment of the head of internal audit or any other unit responsible for internal audit; and review together with the external auditor and the manager of internal audit department to make a suggestion for the revision of internal control system for the Board of Director to consider; 3. To ensure that the Company complies with the law governing securities and exchange, notification of the SET, and the laws applicable to the Company's business; 4. To consider selecting, nominating, and appointing an independent person to act as an auditor of the Company and propose the remuneration of such auditor, and attend meetings with the auditor without the management's presence at least once a year; 5. To review the internal audit plan of the Company according to the procedures and standards that are generally accepted; 6. To consider connected transactions or transactions with likely conflict of interest and ensure that they are in accordance with the law, notification of the SET to ensure that such transactions are reasonable and in the best interest of the Company; 7. To review the Company's risk management system for the appropriateness and effectiveness; 8. To report the work of the Audit Committee to the Board of Directors at least 4 times in a year; 9. To prepare an Audit Committee’s report which will be disclosed in the Company’s annual report. The report must be signed by the chairman of the Audit Committee and shall contain the following details: 1) an opinion on the accuracy, completeness and reliability of the Company’s financial statements; 2) an opinion on the sufficiency of the Company’s internal control system; 3) an opinion on compliance with securities and exchange laws, regulations of the SET and the laws relating to the Company’s business; 4) an opinion on the suitability of the auditor; 5) an opinion on transactions which may result in conflicts of interest; 6) number of meetings held by the Audit Committee and the attendance record of each member of the Audit Committee; 7) comments or overall remarks obtained by the Audit Committee in relation to its performance under the Charter; and 8) other matters of which the shareholders and general investors should have access to in accordance with the scope of duty and responsibility assigned by the board of directors; 10. To comment on the appointment, withdrawal and assessment of the internal audit department; 11. To have ability to invite management team or employee in order to seek for an opinion, or have a meeting or provide related documents. 12. To have power to seek for opinions from professional consultants or other third parties compliant with Company’s rules when necessary; 13. To evaluate the performance by selfevaluation and assessment report including all the issues and obstacles in the operation that might make the objective of the establishment of the Audit Committee unattainable and inform to the Board of directors every year; 14. Review and update the Charter of the Audit Committee at least once a year; 15. To take any other actions assigned by the Board of Directors, subject to the consent of the audit committee; Tenure 1. Chairman of the audit committee 3 years 2. The member of audit committee 3 years Page 29

Listing Conditions None Silent Period Shareholders, who own common shares before the Company’s public offering, holding 440,000,000 shares or 55.00% of paidup capital after the initial public offering certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one year from the first trading date. Upon the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares prohibited for sale and the rest after one year. Key Financial Figures Thanapiriya Public Company Limited and Its Subsidiary

Sales and Service Dividend Book Value Dividend Year Net Profit EPS 1/2/ Revenues per Share 1/2/ per Share 1/2/ Payout Ratio (million Baht) (Baht) (million Baht) (Baht) (Baht) (%) 2012 932.94 7.09 0.44 0.00 1.92 0.00% 2013 1,036.57 16.61 0.08 0.03 0.41 30.10% 2014 1,197.79 45.36 0.22 0.00 1.09 0.00% Ninemonth Ended 957.94 22.44 0.04 0.10 0.34 267.33% September 30, 2015 Note : 1. Adjusted to the same par value for the purpose of comparing by adjusting par value during 2012 to 2014 from 100.00 Baht per share to 0.25 Baht per share. 2. The weighted average numbers of shares are used in the calculation.

Thanapiriya Public Company Limited and Its Subsidiary Statement of Financial Position Separate Financial Consolidated Financial Statements Statements Ended Ended Ended Ended December 31, 2012 December 31, 2013 December 31, 2014 September 30, 2015 Statement of Financial Position Audited Audited Audited Reviewed (Adjusted) (Adjusted) million million million million % % % % Baht Baht Baht Baht Current Assets Cash and Cash Equivalent 24.48 13.85 40.89 12.47 27.08 7.07 8.40 2.10 Shortterm Investment 0.00 0.01 0.00 0.02 0.00 0.00 Account Receivables 1.30 0.73 40.16 12.25 41.13 10.74 29.37 7.35 Other Receivables 4.16 2.35 14.05 4.29 3.57 0.93 11.58 2.90

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Separate Financial Consolidated Financial Statements Statements Ended Ended Ended Ended December 31, 2012 December 31, 2013 December 31, 2014 September 30, 2015 Statement of Financial Position Audited Audited Audited Reviewed (Adjusted) (Adjusted) million million million million % % % % Baht Baht Baht Baht Shortterm Loans to Related Parties 0.00 10.50 3.20 0.00 0.00 Inventories 85.86 48.58 124.16 37.88 147.67 38.54 148.62 37.21 Total Current Assets 115.80 65.52 229.76 70.09 219.48 57.29 197.97 49.56 Noncurrent Assets Bank Deposits Put as Collateral 0.05 0.03 0.05 0.02 0.00 0.00 Leasehold 4.87 2.76 4.31 1.32 6.96 1.82 6.48 1.62 Property, Plant and Equipment 54.59 30.89 90.71 27.67 152.35 39.76 190.59 47.71 Intangible Assets 1.37 0.77 1.32 0.40 2.30 0.60 2.34 0.59 Deferred Tax Assets 0.00 1.34 0.41 1.53 0.40 1.45 0.36 Other Noncurrent Assets 0.07 0.04 0.30 0.09 0.51 0.13 0.62 0.16 Total Noncurrent Assets 60.95 34.48 98.05 29.91 163.66 42.71 201.49 50.44 Total Assets 176.76 100.00 327.81 100.00 383.14 100.00 399.46 100.00 Current Liabilities Overdrafts and Shortterm Loans 0.00 0.00 12.10 3.16 83.25 20.84 from Financial Institutions Account Payables 103.09 58.32 117.51 35.85 120.27 31.39 102.85 25.75 Other Payables 0.84 0.48 10.98 3.35 19.70 5.14 11.50 2.88 Shortterm Loans from Related 41.00 23.20 73.06 22.29 0.00 0.00 Parties Tax Payables 1.03 0.58 4.39 1.34 10.42 2.72 1.52 0.38 Total Current Liabilities 145.96 82.58 205.93 62.82 162.49 42.41 199.13 49.85 Noncurrent Liabilities Employee Benefit Obligations 0.00 0.16 0.05 0.20 0.05 0.23 0.06 Total Noncurrent Liabilities 0.00 0.16 0.05 0.20 0.05 0.23 0.06 Total Liabilities 145.96 82.58 206.09 62.87 162.69 42.46 199.37 49.91 Shareholder’s Equity Registered Capital 4.00 2.26 50.00 15.25 145.00 37.85 200.00 50.07 Registered and Paidup Capital 4.00 2.26 50.00 15.25 145.00 37.85 150.00 37.55 Share Premium 0.00 0.00 0.00 12.20 3.05 Retained Earnings

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Thanapiriya Public Company Limited and Its Subsidiary Statement of Comprehensive Income Separate Financial Consolidated Financial Statements Statements 2012 2013 2014 2014 (Jan.Sept.) 2015 (JanSept.) Statement of Audited Audited Comprehensive Income Audited Reviewed Reviewed (Adjusted) (Adjusted) million million million million million % % % % % Baht Baht Baht Baht Baht Sales and Service 932.94 98.87 1,036.57 99.71 1,197.79 99.67 890.11 99.67 957.94 99.52 Revenues Cost of Goods Sold and 892.76 94.61 949.35 91.32 1,065.10 88.63 794.78 89.00 851.48 88.46 Service Gross Profit 40.18 4.26 87.22 8.39 132.69 11.04 95.33 10.68 106.45 11.06 Other Incomes 10.67 1.13 3.00 0.29 3.94 0.33 2.91 0.33 4.60 0.48 Selling Expenses 18.94 2.01 32.44 3.12 43.54 3.62 34.26 3.84 44.12 4.58 Administrative Expenses 22.48 2.38 36.61 3.52 36.24 3.02 23.20 2.60 37.66 3.91 Total Selling and 41.42 4.39 69.05 6.64 79.77 6.64 57.47 6.44 81.79 8.50 Administrative Expenses EBIT 9.43 1.00 21.16 2.04 56.86 4.73 40.77 4.57 29.26 3.04

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Separate Financial Consolidated Financial Statements Statements 2012 2013 2014 2014 (Jan.Sept.) 2015 (JanSept.) Statement of Audited Audited Comprehensive Income Audited Reviewed Reviewed (Adjusted) (Adjusted) million million million million million % % % % % Baht Baht Baht Baht Baht Financing Costs 0.02 0.00 0.00 0.00 0.01 0.00 0.00 0.00 1.54 0.16 EBT 9.41 1.00 21.16 2.04 56.85 4.73 40.77 4.57 27.72 2.88 Corporate Income Tax 2.32 0.25 4.55 0.44 11.49 0.96 7.82 0.88 5.27 0.55 Net Profit 7.09 0.75 16.61 1.60 45.36 3.77 32.95 3.69 22.44 2.33 Comprehensive Income 0.00 0.00 0.00 0.00 0.00 0.00 (0.00) 0.00 (Loss) – Net of Income Tax Net Comprehensive 7.09 0.75 16.61 1.60 45.36 3.77 32.95 3.69 22.44 2.33 Income

Thanapiriya Public Company Limited and Its Subsidiary Statement of Cash Flow Ended Ended Ended Ended Unit: million Baht December 31, 2013 December 31, 2014 September 30, 2014 September 30, 2015 (Audited) (Audited) (Reviewed) (Reviewed) Net Cash from Operating Activities 6.21 57.28 40.64 4.20 Net Cash (Used in) Investing (62.54) (63.50) (43.74) (51.24) Activities Net Cash Generated by (Used in) 74.92 (7.59) (7.32) 28.36 Financing Activities Net Increase (Decrease) in Cash 16.40 (13.81) (10.42) (18.68) and Cash Equivalents Beginning Cash 24.48 40.89 40.89 27.08 Ending Cash 40.89 27.08 30.46 8.40

Prepared by: RHB Securities (Thailand) Public Company Limited We hereby certify that all the information as shown above is accurate and complete. Thanapiriya Public Company Limited

______Mr. Thawatchai Phutthiphiriya Mrs. Amorn Phutthiphiriya Director Director

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