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Advisory Alliance and Partners Limited Opinions of the Independent Financial Advisor on Common Stock Transactions of Gold Shores Company Limited Propose to Board of Directors and Shareholders of Seven Utilities and Power Public Company Limited Prepared by Advisory Alliance and Partners Limited Opinions of the Independent Financial Advisor Report Opinions of the Independent Financial Advisor on Common Stock Transactions of Gold Shores Company Limited Date 25 September 2020 No. AA&P09003/2020 Subject Opinions of the Independent Financial Advisor on Common Stock Transactions of Gold Shores Company Limited To Board of Directors ans Shareholders of Seven Utilities and Power Public Company Limited Refer to 1. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 3/2018, meeting date February 21, 2018, which approved the study the feasibility of investing in the water supply concession of Gold Shores Company Limited. 2. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 8/2018, meeting date July 12, 2018, which approved the study the feasibility of investing in the water supply concession of Gold Shores Company Limited and the deposit payment of 60.00 million Baht for the study project. However, if the study results are unsatisfacctory or the agreement has not reached, the Company can claim the deposit back entirely. 3. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 14/2019, meeting date December 12, 2019, which approved to buy shares of Gold Shores Company Limited in the proportion of 5.00 percent by paying the remaining shares of 15.00 million Baht together with the paid deposit of 60.00 million Baht, totaling 75.00 million Baht. 4. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 3/2020, meeting date March 9, 2020, which approved to sell 9 gas stations of Star Gas Company Limited (which is the Company's subsidiary) at a price of 73.95 million Baht. 5. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 11/2020, meeting date July 24, 2020, which approved to buy additional 36.00 percent of the shares of Gold Shores Company Limited and information on the acquisition of assets due to the investment in Gold Shores Company Limited. 6. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 14/2020, meeting date September 3, 2020, which approved to present to the shareholders' meeting to consider and approve the additional acquisition of Gold Shores Company Limited shares in the proportion of 40.00 percent and information on the acquisition of assets due to the investment in Gold Shores Company Limited. 7. The resolution of the board of directors meeting of Seven Utilites and Power Public Company Limited No. 6/2020, meeting date April 9, 2020, regarding the issuing and offering of convertible debentures to Private Placement (PP), which is an institutional investor that has approved to propose to the shareholders' meeting for approval. Page 1 Opinions of the Independent Financial Advisor Report 8. The annual general meeting of shareholders on May 26, 2020, which approved to increase capital to support the issuing and offering of convertible debentures to Private Placement (PP), an institutional investor. 9. Information regarding the issuing of convertible debentures from July 14, 2020 to September 18, 2020. 10. The resolution of the board of directors meeting of Gold Shores Company Limited No. 2/2018, meeting date February 8, 2018, which approved to increase the registered capital of 368,999,500 Baht, by issuing ordinary shares of 3,689,995 shares with a par value of 100 Baht, causing the Company to have registered capital from 200,000,000 Baht to 568,999,500 Baht. 11. The resolution of the board of directors meeting of Gold Shores Company Limited No. 1/2018, meeting date October 3, 2018, which approved to increase the registered capital of 368,999,500 Baht, by issuing ordinary shares of 3,689,995 shares with a par value of 100 Baht, causing the Company to have registered capital from 200,000,000 Baht to 568,999,500 Baht and amending the Memorandum of Association to be in line with the increase of the Company's registered capital. 12. The resolution of the board of directors meeting of Gold Shores Company Limited No. 5/2018, meeting date November 30, 2018, which approved to increase the registered capital of 68,994,600 Baht by issuing 689,946 ordinary shares with a par value of 100 Baht, resulting in the Company's registered capital from 568,999,500 Baht to 637,994,100 Baht. 13. The resolution of the board of directors meeting of Gold Shores Company Limited No. 3/2018, meeting date December 19, 2018, which approved to increase the registered capital of 68,994,600 Baht by issuing 689,946 ordinary shares with a par value of 100 Baht, resulting in the Company's registered capital from 568,999,500 Baht to 637,994,100 Baht and amending the Memorandum of Association to be in line with the increase of the Company's registered capital. 14. The resolution of the board of directors meeting of Gold Shores Company Limited No. 3/2019, meeting date April 26, 2019, which approved the application for benefits from the Office of the Board of Investment, Business Category 7.1.2 Tap Water Production For industrial or steam, which will receive corporate income tax exemption for a period of 5 years by the BOI pending consideration. 15. Financial Statements of Gold Shores Company Limited audited by BPS International Company Limited for the period ended December 31, 2017 by Mr. Wuttichai Sirikantisopon Certified Public Accountant No. 8226 16. Financial Statements of Gold Shores Company Limited audited by DIA International Audit Company Limited for the period ended December 31, 2018 and December 31, 2019 by Mr. Narapruek Phitsanuwong, Certified Public Accountant No. 7764 17. Copy of list of shareholders of Gold Shores Company Limited as of February 6, 2019 and July 29, 2020. 18. Water supply business concession agreement between Hydro Enterprise and Aqua Shine Company Limited and the Ministry of Natural Resources and Environment dated Octorber 25, 2017. 19. Contract for operating the water supply business in Mai Khao Subdistrict Administrative Organization between the Mai Khao Subdistrict Administrative Organization and Hydro Enterprise and Aquatic Page 2 Opinions of the Independent Financial Advisor Report Compay Limited dated September 26, 2015. 20. Waterworks management and operation contract at Sakhu Subdistrict Administrative Organization between Sakhu Subdistrict Administrative Organization, Thalang District, Phuket Province and Hydro Enterprise and Aqua Shine Company Limited dated December 25, 2012. 21. Tap water purchase contract, purchasing tap water from private sectors in Provincial Waterworks Authority Phuket branch, area of Bang Jo water production station for a period of 5 years (from 2020 - 2024) or unitl the water purchase limit will be used up, whichever case occur first. 22. Purchasing contract of tap water from private areas to resolve water shortage problems during the dry season at Phuket Branch 23. Certificate, Memorandum of Association of related companies, contract documents and other documents, as well as interviews with the management of Seven Utilities and Power Public Company Limited and Gold Shores Company Limited. 24. Draft of contract documents related to this transaction including draft agreement to purchase and sell ordinary shares of Gold Shores Company Limited between Seven Utilities and Power Public Company Limited and Bangkok Dec-Con Public Company Limited. 25. Report of independent appraiser of Charter Valuation and Consultant Company Limited dated August 24, 2020. 26. Report of independent appraiser of Bangkok Appraisers Company Limited dated August 13, 2020. 27. Study report on water content potential and development planning project for water management in ponds in Phang Nga Province prepared by the Water Resources Research and Development Research Group, Department of Water Resources, Faculty of Engineering, Kasetsart University September 2015. 28. The National Water Master Plan of Phuket Report prepared by the Royal Irrigation Department Project Management Office December 2018. Disclaimers 1) The findings of the Advisory Alliance and Partners Company Limited (“Independent Financial Advisor” or “AA&P”) in this report based on information and assumptions received from executives and relevant staff of Seven Utilities and Power Public Company Limited and information disclosed to the public on the website of the Securities and Exchange Commission (www.sec.or.th) and the website of the Stock Exchange of Thailand (www.set.or.th). 2) The Independent Financial Advisor is not responsible for profit or loss and any impact arising from this transaction. 3) The Independent Financial Advisor conducts studies using knowledge, competence, and caution on the basis of professional practice. 4) The Independent Financial Advisor has considered and commented under current circumstances and information, If the situation and the information are significantly changed, it may affect the study results of the Independent Financial Advisor. Page 3 Opinions of the Independent Financial Advisor Report - This is a translation to English only - This English Translation has been prepared solely for the convenience of the foreign shareholders of Areeya Property Public Company
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