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Opinion of the Independent Financial Advisor Concerning the Asset

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Opinion of the Independent Financial Advisor Concerning the Asset Enclosure No. 2 Opinion of the Independent Financial Advisor Concerning the Asset Acquisition and Connected Transactions (Supporting Document for Agenda 1-4 of the Extraordinary General Meeting of Shareholders No. 1/2020) of Sri Trang Gloves (Thailand) Public Company Limited The Independent Financial Advisor Capital Advantage Company Limited November 28, 2020 Enclosure No. 2 - TRANSLATION - The English Translation of the Independent Financial Advisor’s Opinion has been prepared solely for the convenience of foreign shareholders of Sri Trang Gloves (Thailand) Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation. No. 100/2020 November 28, 2020 Subject: Opinion of the Independent Financial Advisor concerning the Asset Acquisition and Connected Transactions of Sri Trang Gloves (Thailand) Public Company Limited Attention: Shareholders Sri Trang Gloves (Thailand) Public Company Limited Attachments: 1) Business overview and operating performance of Premier System Engineering Company Limited 2) Business overview and operating performance of Sadao P.S. Rubber Company Limited 3) Summary of agreements concerning the Asset Acquisition and Connected Transactions Business overview and operating performance of Sri Trang Gloves (Thailand) Public Company Limited is shown in Clause 5 of Information Memorandum on the Connected Transaction under Schedule 2 (Enclosure No. 1) of the Company, which are enclosed with the notice of this shareholder’s meeting. References: 1) Resolutions of the Board of Directors’ meeting No. 6/2020 of Sri Trang Gloves (Thailand) Public Company Limited held on November 13, 2020 2) Information Memorandum on the Asset Acquisition and Connected Transactions of Sri Trang Gloves (Thailand) Public Company Limited dated November 13, 2020 3) Information Memorandum on the Asset Disposition and Connected Transactions of Sri Trang Agro-Industry Public Company Limited dated November 13, 2020 4) Securities Offering Statement Form and Prospectus for Initial Public Offering of Sri Trang Gloves (Thailand) Public Company Limited 5) Audited financial statements of Sri Trang Gloves (Thailand) Public Company Limited for the 12-month period ended December 31, 2017 - 2019 and reviewed financial statements for the 9-month period ended September 30, 2020 6) Annual Registration Statement (Form 56-1) of Sri Trang Agro-Industry Public Company Limited for the year ended December 31, 2017 – 2019 7) Audited financial statements of Sri Trang Agro-Industry Public Company Limited for the 12-month period ended December 31, 2017 - 2019 and reviewed financial statements for the 9-month period ended September 30, 2020 8) Property appraisal report of Premier System Engineering Company Limited prepared by First Star Consultant Company Limited No. 63-FSCR-GR-209 dated October 29, 2020, No. 63-FSCR-GR-210 dated October 29, 2020, and No. 63-FSCM-GR-211 dated October 12, 2020 for public purposes 9) Audited financial statements of Premier System Engineering Company Limited for the 12-month period ended December 31, 2017 - 2019 and unaudited financial statements for the 9-month period ended September 30, 2020 10) Property appraisal report of Sadao P.S. Rubber Company Limited prepared by First Star Consultant Company Limited No. 63-FSCR-GR-145 dated October 29, 2020 for public purposes 11) Audited financial statements of Sadao P.S. Rubber Company Limited for the 12-month period ended December 31, 2017 - 2019 and unaudited financial statements for the 9-month period ended September 30, 2020 Capital Advantage Co., Ltd. 66/ 2 2 Ladprao 80, Wangthonglang, Bangkok 10310, T h a i l a n d T e l : + 66 8 6565 9900, + 66 8 4666 1898 www. capitaladvantage . co. th Opinion of the Independent Financial Advisor - TRANSLATION - Sri Trang Gloves (Thailand) PCL. 12) Property appraisal report of Anvar Parawood Company Limited prepared by First Star Consultant Company Limited No. 63-FSCR-GR-157.1 dated October 29, 2020 for public purposes 13) Audited financial statements of Anvar Parawood Company Limited for the 12-month period ended December 31, 2017 - 2019 and unaudited financial statements for the 9-month period ended September 30, 2020 14) Property appraisal report of Sri Trang Agro-Industry Public Company Limited prepared by First Star Consultant Company Limited No. 63-FSCR-GR-216 dated October 29, 2020 for public purposes 15) Financial, legal, and tax due diligence reports of Premier System Engineering Company Limited prepared by the Financial Advisor and the Company’s legal team and accounting and tax team 16) Legal and tax due diligence reports of Sadao P.S. Rubber Company Limited prepared by the Company’s legal team and accounting and tax team 17) Draft of share sale and purchase agreements of Premier System Engineering Company Limited and Sadao P.S. Rubber Company Limited 18) Draft of to sale and to purchase agreements on land of Anvar Parawood Company Limited and on land of Sri Trang Agro-Industry Public Company Limited 19) Certificate of Corporation, Memorandum of Association, and other information and documents, as well as interviews with the management and relevant staff of Sri Trang Gloves (Thailand) Public Company Limited, Sri Trang Agro-Industry Public Company Limited, Premier System Engineering Company Limited, Sadao P.S. Rubber Company Limited, and Anvar Parawood Company Limited Disclaimers: 1) Results of the study conducted by Capital Advantage Co., Ltd. (the “Financial advisor” or “CapAd”) in this report are based on information and assumptions provided by the management of Sri Trang Gloves (Thailand) Public Company Limited, Sri Trang Agro- Industry Public Company Limited, Premier System Engineering Company Limited, Sadao P.S. Rubber Company Limited, and Anvar Parawood Company Limited, as well as information disclosed to the public on the websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th). 2) The Independent Financial Advisor shall not be responsible for profits or losses and any impacts resulting from the transactions. 3) The Independent Financial Advisor conducted the study with knowledge, skills, and cautiousness in accordance with the professional ethics. 4) The Independent Financial Advisor considers and provides its opinions based on the situation and information at the present time. If such situation and information has changed significantly, the study results in this report may be affected. The Board of Directors’ meeting No. 6/2020 of Sri Trang Gloves (Thailand) PCL. (“the Company” or “STGT”), held on November 13, 2020, resolved to propose the Extraordinary General Meeting of Shareholders No. 1/2020 of the Company (“EGM No. 1/2020”), to be convened on December 25, 2020, to consider and approve significant agenda concerning the asset acquisition and connected transactions to be entered into with Sri Trang Agro-Industry PCL. (“STA”), which is the major shareholder of the Company, and STA’s subsidiaries as follows (referring to agenda of the EGM No. 1/2020): Agenda 1 To consider and approve an investment in Premier System Engineering Co., Ltd. (“PSE”) by purchasing 499,996 ordinary shares of PSE1 with par value of Baht 100 per share, representing 99.9992% of total issued and paid-up shares of PSE, at a total sale and purchase price of Baht 1,120.00 million, divided into (1) an amount of 419,996 shares or 83.9992% to be purchased from Sri Trang Agro-Industry Plc. (“STA”), a major shareholder of the Company, and (2) an amount of 80,000 shares or 16.00% to be purchased from 1 As of October 22, 2020, PSE had registered capital of Baht 50,000,000, divided into 500,000 ordinary shares at par value of Baht 100 per share. Capital Advantage Co., Ltd. Page 2/108 Opinion of the Independent Financial Advisor - TRANSLATION - Sri Trang Gloves (Thailand) PCL. Rubberland Products Co., Ltd. (“RBL”), a subsidiary of STA,2 with the objective to acquire the core business of PSE (“Acquisition of PSE Shares” or “Transaction 1”); Agenda 2 To consider and approve an investment in Sadao P.S. Rubber Co., Ltd. (“PS”) by purchasing 399,994 ordinary shares of PS3 with par value of Baht 100 per share, representing 99.9985% of total issued and paid-up shares of PS, at a total sale and purchase price of Baht 147.00 million, from Sri Trang Agro-Industry PCL. (“STA”) with the objective to acquire land and land improvement for construction of a new latex glove production facility of the Company (“Acquisition of PS Shares” or “Transaction 2”); Agenda 3 To consider and approve an acquisition of 3 adjacent plots of land with constructions with a total area of 34-1-0.70 rai, located in Samnak Kham Sub-district, Sadao District, Songkhla Province, at a total sale and purchase price of Baht 69.21 million from Anvar Parawood Co., Ltd. (“ANV”), a subsidiary of STA4, with the objective to acquire land with construction for use as part of a new latex glove production facility of the Company (“Acquisition of Land and Constructions from ANV” or “Transaction 3”); and Agenda 4 To consider and approve an acquisition of 12 adjacent plots of land (plots being divided by public streams and a public way) with a total area of 334-0-6.2 rai together with constructions, located in Khao Chairat Sub-district, Pathio District, Chumphon Province, at a total sale and purchase price of Baht 177.47 million, from Sri Trang Agro-Industry PCL. (STA) with the objective to acquire land for construction of a new latex glove production facility of the Company (“Acquisition of Land and Constructions from STA” or “Transaction 4”). Transactions 1 and 2 above are deemed as a purchase or an acceptance of transfer of the business of a private company to the Company under Section 107 (2) (b) of the Public Limited Companies Act B.E.
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