Appendix 1
- TRANSLATED VERSION -
Opinion Report of the Independent Financial Advisor on Tender Offer Of
Nirvana Daii Public Company Limited
Tender Offeror
Mr. Chatchai Piyasombatkul
Prepared by
I V Global Securities Public Company
June 22, 2021
The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign shareholders of Nirvana Daii 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 Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation. Table of Content
Page Glossary 1 Executive Summary 3 Part 1 Background of the Transaction 6
Part 2 Opinion of Independent Financial Advisor on the Offer Price 9 2.1 Book Value Approach 9 2.2 Adjusted Book Value Approach 10 2.3 Volume Weighted Average Price Approach: VWAP 13 2.4 Market Comparable Approach 15 2.5 Discounted Cash Flow Approach: DCF 20 2.6 Summary of Valuation for Ordinary Shares of the Company 32
Part 3 Rationales to Accept and/or Reject the Tender Offer 35 3.1 Tender Offer Price of the Ordinary Share 35 3.2 Source of Funds to Finance the Tender Offer 35 3.3 Other Considerations 35
Part 4 Benefits or Impacts from Business Plans and Policies Disclosed in the 38 Tender Offer Document 4.1 Summary of Policy and Business Plan after the Tender Offer 38 4.2 Benefits and Impacts to Shareholders who Reject the Tender Offer 43 (only for the case of Delisting Tender Offer)
Part 5 Conclusion of Opinion of Independent Financial Advisor 44
Attachment A Vacant land and land with buildings Attachment B Real estate projects for sale (including those projects to be launched for sales in the near term) Attachment C Land held for development
GLOSSARY
Abbreviation Meaning SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand Notification on Acquisition of Notification of the Capital Market Supervisory Board No. TorJor Securities for Business Takeover 12/2554 Re: Rules on Acquisition of Securities for Business Takeover, and its amendments, dated Mar 13, 2011
“NVD” or the “Company” Nirvana Daii Public Company Limited The Offeror Mr. Chatchai Piyasombatkul “Independent Financial Advisor” or I V Global Securities Public Company Limited “Advisor to Shareholders” or “IFA”
IFA Report Opinion Report of the Independent Financial Advisor Independent Property Appraiser - Edmund Tie & Company (Thailand) Co., Ltd. (“EDMUND”) - Sims Property Consultant Co., Ltd. (“SIMS”) - Ktac Appraisal and Service Co., Ltd. (“KTAC”) Financial Advisor Krungthai Zmico Securities Company Limited
DCF Discounted Cash Flows EV Enterprise Value Equity Value Book Value or Shareholders’ Equity Value Free Cash Flow to Firm (FCFF) Free Cash Flow to Firm FV The fair value valuation method is based on the value of the assets appraised by the independent property appraiser. P/BV Price to Book Value Approach P/E Price to Earnings Ratio Approach P/S Price to Sales Ratio Approach Sensitivity Analysis Sensitivity Analysis Terminal Value Company Value at the last projection year WACC Weighted Average Cost of Capital
Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited
TRANSLATION The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign shareholders of Nirvana Daii 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 Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation.
Ref: IB 59/2564 June 22, 2021
Subject: Opinion of the Independent Financial Advisor regarding a Tender Offer for the shares of Nirvana Daii Public Company Limited
To: The Board of Directors and Shareholders of Nirvana Daii Public Company Limited
Attachment: Attachment A: Vacant land and land with buildings Attachment B: Real estate for sales (including those projects that will be launched for sales in the near term). Attachment C: Land held for development
References: 1) Announcement of Intention to make a Tender Offer (Form 247-3) dated June 2, 2021 2) Tender Offer Form (Form 247-4) by the Tender Offeror dated June 14, 2021 3) Annual Statement Registration (Form 56-1) and Annual Report of Nirvana Daii Public Company Limited for the year ended December 31, 2018 - 2020. 4) Audited financial statements of Nirvana Daii Public Company Limited for the 12-month period ended December 31, 2018 – 2020, and the interim financial statements for the 3 months ended March 31, 2021. 5) Certificate of company registration, Memorandum of Association, and other documents, as well as interviews with management and relevant personnel of Nirvana Daii Public Company Limited. 6) 6 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Edmund Tie & Company (Thailand) Co., Ltd. 7) 12 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Sims Property Consultant Co., Ltd. 8) 3 appraisal reports of the properties of Nirvana Daii Public Company Limited and its subsidiaries as prepared by Ktac Appraisal and Service Co., Ltd. 9) Related Documents and Agreements
Disclaimers: (1) The result of the study by I V Global Securities Public Company Limited (the “Independent Financial Advisor” or “IFA” or “Advisor to Shareholders”) in this report (or the “IFA Report”) is based on the information and assumptions provided by the management of Nirvana Daii Public Company Limited, and the information disclosed to the public through the website of the Securities and Exchange Commission of Thailand (the “SEC”) (www.sec.or.th), the Stock Exchange of Thailand (the “SET”) (www.set.or.th), and Business Online Public Company Limited (www.bol.co.th).
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(2) The opinion of the IFA in this report is based on the assumptions that all the information and documents received are accurate and complete, and reflect the operating environment and most up-to-date information at the time of issuance of this report. However, there may be any incident having a material impact on the Company’s business operations and plans, as well as the decision of the shareholders. The Independent Financial Advisor expresses its opinion under the current circumstance. If there is a significant change in the circumstance or any information, the result of the study may be affected. (3) The IFA shall not be responsible for the profits or the losses and any impacts resulting from this transaction. (4) In rendering its opinion in this report, the IFA has considered the reasonableness of conditions of the transaction as well as other related factors thoroughly and rationally following the professional judgments.
Reference is made to the intention of Mr. Chatchai Piyasombatkul (the “Offeror”) to make a mandatory tender offer for all of the remaining securities of Nirvana Daii Public Company Limited (“NVD” or the “Company”) as a result of the Offeror’s acquisition of 207,090,000 ordinary shares representing 15.00% of the total voting rights of the Company from Mrs. Wattana Somwattana (the “Share Purchase Transaction”) on June 1, 2021. After combining these newly acquired shares with 138,060,000 shares already held by the Offeror before the Transaction, the Offeror now holds 345,150,000 shares representing 25.00% of the total voting rights of the Company which triggers the threshold of 25% of total voting rights of the Company. Therefore, the Offeror is obliged to conduct a mandatory tender offer for all the remaining securities of the Company pursuant to the Notification of Capital Market Supervisory Board No. Tor Jor 12/2554 (2011) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Company Takeovers dated 13 May 2011 (as amended). In this regard, concerning this Tender Offer, the total remaining amount of ordinary shares which are subject to the Tender Offer (excluding an amount of 345,150,000 ordinary shares held by the Offeror and an amount of 707,217,919 ordinary shares held by the Dissenting Shareholders) are 328,232,059, representing 23.77% of the total issued and paid-up shares of the Company and 23.77% of the total voting rights of the Company. The Offeror offers the purchase price of the Company’s ordinary shares at the price of THB 2.52 per share (“Offer Price”), which is the final offer price that will not be changed again. This Tender Offer has a total period of 25 business days from June 15, 2021, to July 19, 2021, every business day of the Tender Offer agent from 9.00 AM to 4:00 PM., which the said period is the final period that will not change again. However, the Offeror has conditions for changing the Tender Offer as follows: This Offeror may reduce the Offer Price and/or extend the Tender Offer period. If there is any event that occurs during the Offer Period which causes severe damage to the status of assets of the Company. The Offeror may modify the Tender Offer or extend the Tender Offer period to compete with other persons who submitted a tender offer for the Company’s securities during the Tender Offer period.
The Company has appointed I V Global Securities Public Company Limited (the “Independent Financial Advisor”, or “IFA” or “Advisor to Shareholders”), is an independent financial advisor approved by the Securities and Exchange Commission (“SEC”) to provide opinions to the shareholders of the Company regarding this tender offer (“IFA Report”).
The Shareholders are advised to study the information provided by the Advisor to Shareholders together with any other attachments in Form 250-2, to make decisions on this Tender Offer.
In rendering its opinion in this report to the minority shareholders, the Advisor to Shareholders has considered the reasonableness of the price for the shareholders to accept or decline the Tender Offer, which can be summarized as the following:
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Executive Summary
Reference to the intention of Mr. Chatchai Piyasombatkul (the “Offeror”) to make a mandatory tender offer for all of the remaining securities of Nirvana Daii Public Company Limited (“NVD” or the “Company”) as a result of the Offeror’s acquisition of 207,090,000 ordinary shares representing 15.00% of the total voting rights of the Company from Mrs. Wattana Somwattana (the “Share Purchase Transaction”) on June 1, 2021. After combining these newly acquired shares with 138,060,000 shares already held by the Offeror, the Offeror now holds 345,150,000 shares representing 25.00% of the total voting rights of the Company which triggers the threshold of 25% of total voting rights of the Company. Therefore, the Offeror is obliged to conduct a tender offer for all the remaining securities of the Company pursuant to the Notification of Capital Market Supervisory Board No. Tor Jor 12/2554 (2011) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers dated May 13, 2011 (as amended). In making this Tender Offer, the Offeror will offer to purchase all remaining ordinary shares of the Company (excluding the 345,150,000 ordinary shares held by the Offeror and 707,217,919 ordinary shares held by Group of Undertaking Shareholders) in the amount of 380,659,951 ordinary shares representing 23.77% of the total issued and paid-up shares of the Company and 23.77 percent of the total voting rights of the Company. The tender offer for securities (Form 247-4) dated June 14, 2021, can be summarized as follows:
Table 1: Summary of Tender offer (Form 247-4) The Offeror Mr. Chatchai Piyasombatkul No. of securities The number of ordinary shares which are subject to the Tender Offer (excluding the to be purchased 345,150,000 ordinary shares held by the Offeror and 707,217,919 ordinary shares held by Group of Undertaking Shareholders) are 328,232,059 ordinary shares representing 23.77% of the total issued and paid-up shares of the Company and 23.77% of the total voting rights of the Company. Tender Offer Price THB 2.52 per shares The shareholders who accept the Tender Offer (each an “Offeree”), are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value-added tax of 7% of the brokerage fee. Therefore, the net price the Offeree will receive is THB 2.513259 (Two Point Five One Three Two Five Nine Baht) per share, which the said price is the final offer that will not change again unless any event or action occurs during the Offer Period which causes severe damage to the status of assets of the Company or another offeror submits a tender offer of the Company during the Offer Period. Offer Period The Tender Offer period will last for a total of 25 business days from June 15, 2021, to July 19, 2021 (the “Offer Period”), during the office hours of the Tender Offer Agent from 9:00 a.m. to 4:00 p.m. which the said period is the final period that will not change again unless any event or action that occurs during the Offer Period which causes severe damage to the status of assets of the Company or another offeror submits a tender offer of the Company during the Offer Period.
Summary of the opinion of the Advisor to Shareholders on the appropriateness of the Tender Offer Price of the Company's ordinary shares, which can be summarized the value of ordinary shares according to various calculation methods as follows:
Table 2: Summary of the fair price of the Company’s securities compared with the Tender Offer Price Evaluation Approach Fair value of Tender Offer Fair Value higher (lower) than NVD Price Tender Offer Price
THB per share THB per share THB per share % 1) Book Value Approach 3.26 2.52 0.74 29.4% 2) Adjusted Book Value Approach 4.07 2.52 1.55 61.5% 3) Volume Weighted Average Price Approach (VWAP) 2.29 – 2.57 2.52 (0.23) – 0.05 (9.1)% – 2.0% 4) Market Comparable Approach 4.1) Price to Book Value Approach (P/BV Ratio) 1.53 – 2.25 2.52 (0.99) – (0.27) (39.3)% – (10.7)% 4.2) Price to Earnings Ratio Approach (P/E Ratio) N/A 2.52 N/A N/A
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Evaluation Approach Fair value of Tender Offer Fair Value higher (lower) than NVD Price Tender Offer Price
THB per share THB per share THB per share % 4.3) Price to Sale Ratio Approach (P/S Ratio) 1.75 – 2.27 2.52 (0.77) – (0.25) (30.6)% – (9.9)% 5) Discounted Cash Flow Approach (DCF) Base Case 3.21 2.52 0.69 27.2% Sensitivity Analysis 2.89 – 3.31 2.52 0.37 – 0.79 14.7% – 31.3% Sources: Appraised by the IFA Remark: 1/ N/A Cannot be calculated
The opinion of the IFA The Advisor to Shareholders has considered the appropriateness of the tender offer price, including benefits or impacts from plans and policies specified by the Tender Offeror in the Tender Offer, as well as the possibility of plans and policies specified by the Tender Offeror in the Tender Offer for Securities (Form 247-4) dated June 14, 2021. The Advisor to Shareholders has an opinion that shareholders should reject this Tender Offer due to the following reasons: Tender Offer Price is not appropriate. The Advisor to Shareholders has an opinion that in the valuation of NVD’s shares, the appropriate valuation approaches are; Adjusted Book Value Approach and Discounted Cash Flow Approach, which can be summarized as follows; . Adjusted Book Value Approach: The Advisor to Shareholders is of the opinion that this approach is appropriate to value NVD’s shares for most of the income-generating assets of the Company are “Inventories”, “Cost of property development” and “Land held for development”. The book value of the aforementioned was THB 10,243.21 million or 83.1% of total assets. The fair value of NVD’s shares is THB 4.07 per share, which is higher than the tender offer price of the Company’s securities specified in the tender offer (“Tender Offer Price”) of THB 2.52 per share at THB 1.55 per share or higher than the tender offer price of 61.5%. . Discounted Cash Flow Approach: The Advisor to Shareholders is of the opinion that this approach is appropriate to value NVD’s shares as this approach shall analyze past performance as well as reflect the Company’s ability to generate cash flows and future performance by considering various factors that affect the Company’s operations from the management’s view. The fair value of NVD’s shares calculated from the discounted cash flow approach in the Base Case is equal to THB 3.21 per share, which is higher than the tender offer price of THB 2.52 per share at THB 0.69 per share or higher than the tender offer price of 27.2%. Moreover, the IFA has conducted a sensitivity analysis which provided the fair price range between THB 2.89 – 3.31 per share, which are higher than the tender offer price of THB 2.52 per share, equal to THB 0.37 - 0.79 per share, or higher than the tender offer price of 14.7% - 31.3%.
The Advisor to Shareholders has an opinion that the fair value of the Company's shares calculated from the Adjusted Book Value Approach and the Discounted Cash Flow Approach are in the range of THB 2.89 - 4.07 per share. When comparing with the tender offer price of THB 2.52 per share, it can be seen that the tender offer price is lower than the fair value range. Therefore, the Advisor to Shareholders has an opinion that the tender offer price of the Company’s shares under this tender offer of THB 2.52 per share is inappropriate. The shareholders should reject to enter into this tender offer.
In any cases the shareholders would rather accept this offer, the shareholders could likely taking into consideration further the market price of the NVD’s shares within the point in time of shareholders would like to redeem this offer with the aspects the IFA would like to elaborate as follow; Scenario 1: If during the tender offer period the market price is higher than the Tender Offer Price Shareholders can select to sell their shares on the stock exchange which has a higher price than the offering price of THB 2.52 per share. However, shareholders should take into account the liquidity risk of the Company's shares trading and the market price of the Company's shares that may reduce if large volumes of shares are sold, resulting in the shareholders’ risk of selling their shares in the desired quantity at the market price in the specified period. Scenario 2: If during the tender offer period the market price is lower than the Tender Offer Price.
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If the Company’s market price traded in the stock exchange is lower than the tender offer price of THB 2.52 per share during the tender offer period, shareholders can select to accept the tender offer.
In this regard, the shareholders who have a relatively large amount of shares may consider accepting the tender offer partly or entirely to reduce the risk of relatively low trading liquidity. However, the shareholders who wish to invest in the long term can consider deciding not to sell shares at this time. For the business operation plan after the tender offer, including the status of the Company, policies of business operation, and related transactions, the Tender Offeror does not have any plan to make any significant changes. The Tender Offeror continues to allow the Company to be a listed company in the SET and does not have any plan to change policies, regulations, as well as an approval process of the Company’s related transactions. For objectives of business operation, organization structure, acquisition, and disposal of assets owned by the Company and its subsidiaries and dividend payment policy, the Tender Offeror does not have any plan to make any material changes during 12 months from the end of the tender offer period. However, the Tender Offeror wishes to nominate himself and/or his representative to have two seats on the board of directors and may exercise his right to nominate a Chief Financial Officer of the Company. In this regard, the appointment of persons to hold positions of directors and executives of the Company must be carried out following the relevant regulations, Company policy, the meeting of the board of directors of the Company, and/or the meeting of shareholders of the Company. In this regard, If the Offeror changes in business and operation policies, sales and marketing plans, financial structure, or other necessary policies of the Company in any material aspect that differ from those stated in the tender offer within 12 months from the end of the tender offer period, the Tender Offeror must request the Company to seek approval at the shareholders' meeting of the Company before such action with a vote of not less than three-fourth of the total number of votes of shareholders who attend the meeting and have the right to vote, as well as notified the SEC before proceeding. Besides, the shareholders should also consider the risk factor from rejecting the Tender Offer. The main risks are as follows: 1) In the case that large numbers of shareholders accept the Tender Offer, resulting in the decline of free-float shares. The shareholders, who do not accept the Tender Offer and continue to hold the Company’s securities, may expose to liquidity risk of stock trading, resulting in unable to trade the stock promptly and at an appropriate price, while the price and volume of trading must be subject to market conditions at that time. 2) In the case that the shareholders accept the Tender Offer to the level that the accumulated shareholdings by the minority shareholders fall below 15% of total paid-up shares of the Company, resulting in a breach of the free-float requirement for maintaining status as a listed company in the Stock Exchange of Thailand. The Company and the Offeror, consequently, may consider decreasing shareholding proportion and/or distributing shares to minority shareholders, as well as implementing other plans to correct the shareholding proportion. If the Company is unable to correct the unqualified shareholding proportion as required by the qualification of the listed company in the Stock Exchange of Thailand. The Company, accordingly, will be obligated to pay a fee to the Stock Exchange of Thailand.
However, a final decision whether to accept or reject the Tender Offer rests primarily with the individual shareholders’ discretion. The shareholders should study the information contained in the Tender Offer Statement (Form 247-4), the Opinion of the Company regarding the Tender Offer (Form 250-2), and this Opinion Report of Independent Financial Advisor along with other related information provided in Form 250-2 and use this information as a basis for consideration to make their own decision to accept or reject this Tender Offer suitably. This Opinion Report will be complete if it is being considered as a whole. The Advisor to Shareholders shall not be held responsible for the disclosure, reference, or dissemination of the Opinion Report in part without approval from the Advisor to Shareholders.
The Advisor to Shareholders’ opinion is based on the assumptions that all information in consideration was complete and accurate, and reflects the operating environment and most up-to-date information at the time of issuance of this report. Any changes in the information used to formulate an opinion could have a significant impact on the Advisor to Shareholders’ opinion and the decision of the shareholders. The purpose of this report is to provide a recommendation to shareholders of the Company and the Independent Financial Advisor’s opinion should not be misconstrued as a guarantee of the future outcome to the Company and shareholders.
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Part 1: Background of the Transaction
On April 2, 2021, Mr. Chatchai Piyasombatkul (the “Offeror”) entered into a share purchase agreement (“SPA”) with Mrs. Wattana Somwattana and Mr. Sornsak Somwattana (collectively known as the “Seller”) under which the Offeror agreed to acquire the first tranche of NVD shares from Mrs. Wattana Somwattana in an amount of 33,060,000 shares, which is equivalent to 2.39% of the total issued and paid-up shares of NVD, resulting in an increase in the total shares held by the Offeror from 105,000,000 shares or 7.61% to 138,060,000 or 10.00% of the total issued and paid-up shares of NVD. In addition, the sale of Mrs. Wattana Somwattana's shares to other investors is following plan to sell shares of the Company as disclosed in Form 247-4 dated January 18, 2021, of Mrs. Wattana Somwattana and Mr. Sornsak Somwattana. In this regard, under the SPA, the Offeror has the right (not an obligation) to call the Seller to sell additional shares referred to in the SPA as a second tranche within June 30, 2021. On June 1, 2021, the Offeror exercised the call option to purchase additional 207,090,000 shares, equal to 15.00% of the total issued and paid-up shares of NVD, at THB 2.52 per share from Mrs. Wattana Somwattana, which is the same price as the previous tender offer made by Mrs. Wattana Somwattana and Mr. Sornsak Somwattana, as specified in Form 247-4 dated January 18, 2021. Owing to such share acquisition, the total shares held by the Offeror increased to 345,150,000, accounting for 25.00% of the total issued and paid-up shares of NVD or 25% of the total voting rights of NVD, which triggers the threshold of 25% of the total voting shares of the Company. Therefore, the Offeror is obliged to conduct a mandatory tender offer to acquire all remaining securities of the Company pursuant to the Notification of the Capital Market Supervisory Board No. Tor Jor. 12/2554 (2011) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May B.E. 2554 (2011) (as amended) (the “Notification of Capital Market Supervisory Board No. Tor Jor 12/2554”). The summary of the total number of shares held by the Offeror and persons under Section 258 is as follows:
Table 1-1: The summary of the total number of shares held by the Offeror Name Class of No. of Percentage in Percentage in shares shares comparison comparison with the total with the total of paid-up of voting shares rights of the Company l. The Offeror Ordinary 345,150,000 25.00% 25.00% shares II. Persons in the same group as offerors - - - - III. Related parties under Section 258 of the - - - - person under I and II IV. Related parties under Section 246 and 247 of - - - - the person under I and II V. Other agreements to result in an additional - - - - acquisition of shares by the person under I to III Total 345,150,000 25.00% 25.00% Source: Form 247-4 of the Offeror
Moreover, as of the date of submission of the Tender Offer, the Company has 2 series of warrants in total which are divided into (1) Warrant to purchase newly issued ordinary shares of Nirvana Daii Public Company Limited Series No. 1 (“NVD-W1”) in an amount of 276,119,950 units representing 100.00% of total unexercised NVD-W1 and (2) Warrant to purchase ordinary shares of Nirvana Daii Public Company Limited to be issued and offered for sale to directors and employees of the company and/ or its subsidiaries No. 1 (“ESOP-W1”) in an amount of 25,000,000 units representing 100.00% of total unexercised ESOP-W1. The Offeror did not hold the warrants issued to grant the right to purchase ordinary shares of the Company in both types. However, the Offeror is not obliged to make an offer to purchase NVD-W1 and ESOP-W1 since these warrants have an exercise price of THB 7.86 per share and THB 6.3841 per share respectively, which are higher than the Offer Price of THB 2.52 per share and the Offeror has not acquired any such warrants for consideration during a period of 90 days before the date on which tender offer document is
I V Global Securities Public Company Limited Part 1 Page 6 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited submitted to the SEC. Therefore, the Offeror is not obliged to make an offer to purchase these warrants pursuant to Clause 7(2) (Gor) of the Notification of Capital Market Supervisory Board No. Tor Jor 12/2554.
Moreover, as at the date of submission of the Tender Offer, 3 shareholders of the Company announced the notification of intention of decline to sell any of the shares to the Offeror in the Tender Offer (“Group of Undertaking Shareholders”); in any case, such shares amounting to 707,217,919 shares, representing 5.54 percent of total issued and paid-up shares of the Company or equivalent to 51.23% of total voting rights of the Company by signing the letter of intent not to sell shares in this Tender Offer. The details are shown in Table 1-2 below. Besides, such 3 shareholders have transferred their shares as specified in the above letter of intention to the trading account opened with Tender Offer Agent as well as entered into an agreement with Tender Offer Agent to suspend all transactions concerning their shares in NVD including but not limited to a sale, transfer, withdraw or any disposition of NVD shares during the tender offer period by the Offeror to confirm their intention not to sell their shares in the Tender Offer. Table 1-2: List of 3 shareholders under the Group of Undertaking Shareholders No. Name of Shareholders No. of Shares Percentage in Percentage Relationship comparison with in with the the total of paid- comparison Offeror up shares with the total of voting rights of the Company 1. Mrs. Wattana Somwattana1/ 340,664,776 24.67% 24.67% No relationship 2. Mr. Sornsak Somwattana1/ 363,444,333 26.33% 26.33% No relationship 3. Mrs. Jutamas Somwattana2/ 3,111,810 0.23% 0.23% No relationship Total 707,217,919 51.23% 51.23% Remarks: 1/ Mrs. Wattana Somwattana and Mr. Sornsak Somwattana are considered to be acting in concert under the Securities and Exchange Act. 2/ Mr. Sornsak Somwattana’s spouse
In making this tender offer, the number of ordinary shares which are subject to the Tender Offer (excluding the 345,150,000 ordinary shares held by the Offeror and 707,217,919 ordinary shares held by Group of Undertaking Shareholders) are 328,232,059 ordinary shares representing 23.77% of the total issued and paid-up shares of the Company and 23.77% of the total voting rights of the Company. The detail is as follows: Table 1-3: Table of the summary of remaining ordinary shares in the Tender Offer Ordinary Shares No. of Shares Percentage when comparing to Total issued and paid- Total voting up ordinary share of the rights of the Company Company 1. Ordinary shares of The Offeror 345,150,000 25.00% 25.00%
2. Ordinary shares of Group of Undertaking 707,217,919 51.23% 51.23% Shareholders
3. Tender offered ordinary shares 328,232,059 23.77% 23.77%
Total 1,380,599,978 100.00% 100.00% Source: Form 247-4
The Company has appointed I V Global Securities Public Company Limited as (the “Independent Financial Advisor”, or “IFA” or “Advisor to Shareholders”) as an independent financial advisor and it is one of the advisors as approved by the Securities and Exchange Commission (“SEC”), to provide opinions to the Company’s shareholders on the Tender Offer in this report (“Opinion Report of the IFA”).
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1.1 Business Information The information about the Company’s business can be viewed in the following sources: Form 250-2 and Form 56-1 that have been published on the official website of the Stock Exchange of Thailand (“SET”) and the Securities and Exchange Commission (“SEC”) at www.set.or.th and www.sec.or.th respectively. . Business Overview . Shares and Shareholding Structure . The list of the latest Board of Directors of the Company and expected Board of Directors after Tender Offer . Summary of Operating Results and Financial of the Company and Industry Competition
1.2 Details About the Tender Offeror The details about the Tender Offeror can be viewed in Form 247-4 of the Tender Offeror that has been published on the official website of the SET and SEC at www.set.or.th and www.sec.or.th respectively.
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Part 2: Opinion of the Advisor of Shareholders on Tender Offer Price
In determining the suitability of the tender offer price, the Advisor of Shareholders has considered the information from audited and reviewed financial statements by a certified auditor of Nirvana Daii Public Company Limited (“NVD” or “the Company”), market prices of the Company's ordinary shares, an estimate of the Company's operating performance obtained from interviews with the Company's management and related staff, property appraisal reports for a public purpose by the Independent Property Appraisers approved by the SEC, the Company’s documents and other relevant information, including a study of business and financial information of comparable companies, as well as information available to the general public. However, the opinion of the Advisor of Shareholders is based on the assumptions that the aforementioned information and important documents are complete, comprehensive, and correct as well as considering the current situation and available information. Any significant changes to those factors may impact NVD’s operation and share valuation as well as the shareholders’ decision to determine the fairness of the tender offer price. The Advisor of Shareholders has determined NVD’s share valuation by using the following five approaches: 1. Book Value Approach 2. Adjusted Book Value Approach 3. Volume Weighted Average Price Approach (VWAP) 4. Market Comparable Approach 4.1 Price to Book Value Approach (P/BV Ratio) 4.2 Price to Earnings Ratio Approach (P/E Ratio) 4.3 Price to Sale Ratio Approach (P/S Ratio) 5. Discounted Cash Flow Approach (DCF)
Each share valuation approach can be summarized as follows:
2.1 Book Value Approach
The share valuation by this approach shows the Company’s value which appeared in the financial statements at a specific point in time. In this case, it is the valuation of NVD's book value according to the consolidated financial statements as of September 30, 2020, which are the latest financial statements reviewed by a certified auditor approved by the SEC. The valuation of ordinary shares by this approach is calculated from the shareholders' equity based on NVD's consolidated financial statements divided by the number of the Company’s issued and paid-up shares in which the number of shares used in the calculation of NVD's share value equal to 1,380,599,978 shares, which can be calculated as follows:
Table 2-1: Calculation of the equity value of the Company by using Book Value Approach รายการ March 31, 2021 (Reviewed) Issued and paid-up capital 1,380.60 THB million Premium on share capital 1,251.36 THB million Premium from acquisition 1,589.34 THB million Retained earnings - Appropriated - legal reserve 46.65 THB million Retained earnings - Unappropriated 236.20 THB million Total parent’s shareholders’ equity 4,504.15 THB million No. of Issued and paid-up share capital 1/ 1,380.60 Million shares Book value of NVD 3.26 THB/share
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Source: Financial statements as of March 31, 2021, reviewed by PricewaterhouseCoopers ABAS Ltd. Remark: 1/ At par value of THB 1 each
According to the share price valuation by the book value approach (current paid-up capital), NVD’s share price shall be THB 3.26 per share, which is higher than the tender offer price of THB 2.52 per share, equal to THB 0.74 per share or 29.37% higher than the tender offer price.
2.2 Adjusted Book Value Approach
The adjusted book value approach is calculated from the Company’s total assets deducted by the total liabilities including the commitments and contingent liabilities based on the financial statement as of March 31, 2021, and adjusted by the items that occurred after the financial statements have been done or items that affect and result in an increase in book value. The aforementioned items are such as the increase or decrease in the revaluation of the Company’s assets which have not been booked in the financial statements; the reversal of allowance of doubtful account or bad debt, tax-saving from losses carries forward, the contingent liabilities from legal cases, etc. The purpose of these adjustments is to reflect the fair market value of the Company’s assets. The calculated result shall be divided by the total number of the Company’s issued and paid-up shares. The adjustments can be summarized as follows: In NVD's shares valuation under this approach, the Advisor of Shareholders used the book value shown in NVD's latest financial statements as of March 31, 2021, to be adjusted by considering the following key issues:
2.2.1 Gain / Loss from Revaluation of Assets As of March 31, 2021, the Company’s total assets were THB 12,332.59 million; the main assets were inventories, real estate project development costs, and land held for development which had a total book value equal to THB 9,623.53 million or 78.87% of the total assets. The aforementioned assets are assets used in business operations to generate revenue from the real estate business for sale which was the Company’s main revenue. In 2020, the Company’s revenue from the real estate business for sale accounted for 97% of the total revenue. Therefore, the Company appraised assets in respect of inventories, real estate project development costs and land held development, for such assets to reflect the fair value of the respective current market price. In this regard, the total book value of inventory, real estate project development costs, and land held development according to the Company’s financial statements as of March 31, 2021, equal THB 10,243.21 million or 83.06% of total assets. However, some assets were not appraised, which had a total value of THB 619.68 million or 5.03% of total assets due to several reasons: such as the aforementioned assets have been sold after March 31, 2021, or they were assets used in construction work for customers or construction materials inventory such as precast fences, columns, beams and precast concrete panels in which their book value was close to the actual value. The Advisor to Shareholders is an opinion that because the assets are construction works for customers and inventories of such building materials. The book value was recorded based on the actual construction cost or production cost, and/or the asset will be sold or delivered to the customer shortly, so the book value has already reflected the actual value. For the remaining assets of the Company, including cash and cash equivalents, trade and other receivables, amounts due from related parties, unbilled receivables, land deposits, restricted bank deposits, loans to others, right-of-use assets, intangible assets, goodwill, deferred income tax assets and other non-current assets which had a total book value of THB 1,641.53 million or 13.31% of total assets, most of the assets were financial assets and recognized at an actual value such as cash, loans to others, right-of-use assets, trade receivables and other receivables in which the allowance for doubtful accounts had already been made following the Company’s accounting policy, etc. Therefore, the above assets had a book value close to the fair value. However, the Company has not prepared the appraisal report for property plant and equipment which had a total book value of THB 447.85 million or 3.63% of the total assets. The Company has engaged three Independent Property Appraisers approved by the SEC, consisting of (1) Edmund Tie & Company (Thailand) (“EDMUND”) Company Limited, (2) Sims Property Consultant Company Limited (“SIMS”), and (3) KTAC Appraisal and Service Company Limited (“KTAC”) or collectively called “Independent Property Appraisers” to appraise the value of the Company’s assets by having an objective to consider for public purposes. The aforementioned three Independent Property Appraisers have experience in appraising some of the assets of the Company so they have good understandings of the property characteristics.
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All three Independent Property Appraisers have appraised assets according to the Company’s consolidated financial statements as of March 31, 2021, which have a total book value of THB 9,623.53 million or 78.03% of total assets. Details are as follows:
Table 2-2: Summary of assets to be adjusted in their corresponding book values No Item Book Value as at % of Total Assets March 31, 2021 1/ as of March 31, 2021 THB million 1. Inventories 8,769.031/ 71.10% 2. Costs of property development 3. Land held for development 854.501/ 6.93% TOTAL 9,623.53 78.03% 4. Items that were not appraised 619.68 5.03%
TOTAL 10,243.21 83.06% Remark: 1/ The value of assets that are considered under this adjusted book value. Details are of the appraised assets are as follows:
Table 2-3: Increase / Decrease items from appraised assets Book Value Appraisal Appraised Increase / No. Appraised Assets Appendix as at Value (Decrease) Method 31 MAR 2021 THB million THB million THB million 1. Vacant Land plot of 4-1-98.2 rais Market A01 416.30 422.60 6.30 Bangrakyai, BangBua Thong, Nonthaburi Approach1/ 2. Two plots of the vacant Land plot of 110-3-66.8 rais Market A02 1,239.25 1,402.01 162.76 Next to Srinakarin-Rom Klao Road, Saphan Sung, Saphan Approach Sung, Bangkok 3. Land with some construction Cost A03 527.16 519.20 (7.96) Project Nirvana Collection Approach Next to Srinakarin-Rom Klao Road (Krungthep-Kreetha Road), Bangkok 4. Vacant Land plot of 6-0-21.5 rais Market A04 178.86 101.70 (77.16) Rachathewa, BangPhli, SamutPrakan Approach 5. Two groups of vacant land Plots Market A05 1,133.28 1,874.80 741.52 Next to Srinakarin-Rom Klao Road, Bangkok Approach 6. Vacant Land plot of 21-0-65.9 rais Market A06 368.82 510.03 141.21 SoiSukontasawat 19, Bangkok Approach 7. Vacant Land plot of 3-2-90.7 rais Market A07 305.29 342.86 37.57 Prachachuen Road, Bangkok Approach 8. Assets under Residual B01 983.13 874.30 (108.83) 1/ Project Nirvana Beyond Rama 2 Approach
9. Assets under Market B02 21.93 21.62 (0.31) Project Nirvana Beyond Srinakarin Approach
10. Assets under Market B05 124.55 126.39 1.83 Project Nirvana Beyond@ Beach Pattaya Approach
11. Assets under Residual B09 51.35 54.20 2.85 1/ Project The Tara Ramintra Approach
12. Assets under Residual B10 673.04 505.70 (167.34) 1/ Project Nirvana Element Bangna Approach
13. Assets under Market B11 51.35 54.20 2.85 Project Nirvana @ Work Ramintra Approach
14. Assets under Market B12 328.18 329.48 1.31
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Book Value Appraisal Appraised Increase / No. Appraised Assets Appendix as at Value (Decrease) Method 31 MAR 2021 THB million THB million THB million Project Nirvana @ WorkLadprao-Kasetnawamin Approach
15. Assets under Residual B13 477.23 561.00 83.77 1/ Project Nirvana DefineSrinakarin-Rama 9 Approach
16. Assets under Market B14 4.29 6.00 1.71 Project Cover Onnut Approach
17. Assets under Market B15 42.99 44.90 1.91 Project Cluster Ramkhamhaeng Approach
18. Assets under Residual B16 1,596.53 2,113.99 517.46 1/ Project Banyan Tree Residences Riverside Bangkok Approach
19. Assets under Market B17 245.92 469.21 223.28 Approach & Project The Most Issaraphap Cost Method 20. Vacant Land plot of 7-3-50.30 rais Market C01 885.47 913.60 28.13 Rattanathibet, Bang KrasoNonthaburi Approach 21. Items that were not appraised 619.68 619.68
TOTAL 10,243.21 11,840.73 1,596.55
Deduct: Deferred Tax Liabilities 1/ (319.31)
Increment from property valuation for adjustment in Book Value 1,277.24
Remark: 1/ Residual Approach or Cost Approach calculates from the sum of land value from market price comparison analysis and deducts with the depreciated replacement cost of the buildings. 2/ Estimate of Deferred Tax Liabilities at the corporate income tax rate 20% of the difference between the appraised price and book value of assets.
Therefore, the Advisor of Shareholders has adjusted shareholders' equity of the Company up from the difference in the appraisal price and book value of assets for THB 1,277.24 million.
2.2.2 Commitments and Contingent Liabilities According to the notes to the financial statements as of March 31, 2021, the Company’s commitments and contingent liabilities can be summarized as follows:
Table 2-4: Commitments Items Value in THB million
1. Commitments from land purchases 77.31 2. Commitments from construction contracts 612.85 3. Non-cancellable lease commitments 5.90 4. Non-cancellable service commitments 27.73 5. Bank guarantees 128.30
TOTAL 852.08 Source: Notes to the financial statements as of March 31, 2021, as reviewed by PricewaterhouseCoopers ABAS Ltd.
However, the Advisor of Shareholders applied only List No.3 - 5 with a total value of THB 161.93 million to adjust the book value since List No. 1 and 2 are lists that when being paid the Company shall receive assets back at the same value, so there is no need to adjust the book value.
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Summary of NVD’s Adjusted Book Value
According to the consideration of lists mentioned above, the Advisor of Shareholders has appraised NVD based on the adjusted book value approach which can be summarized as follows: Table 2-5: Calculation of the adjusted book value of the Company Details Value
Total shareholders’ equity as of March 31, 2021 4,504.15 THB million Adjustments THB million 2.2.1Increment from property valuation 1,277.24 THB million 2.2.2Commitments (161.93) THB million Total Adjusted Book Value 5,619.46 THB million No. of Issued and paid-up share capital 1/ 1,380.60 Million shares Adjusted Book Value of NVD 4.07 THB/share Remark: 1/ At par value of THB 1 each
Based on the valuation of the share price by using the adjusted book value approach, the Company's share price is equal to THB 4.07 per share, which is THB 1.55 higher than the tender offer price of THB 2.52 per share, or higher than the tender offer price of 61.5%.
2.3 Volume Weighted Average Price Approach (VWAP)
VWAP is a share valuation approach based on the demand-supply of shares traded on the SET during 360 business days, i.e., from December 2, 2019 - June 1, 2021. NVD’s share prices have a movement between THB 1.01 – 3.10 in which the lowest price equals THB 1.01 on October 22, 2020, and the highest price equalsTHB3.10 as of March 12, 2021. Trading volume per day of NVD’s shares during that period has a turnover ratio of approximately 0.26% percent of the total number of the Company’s shares. This share valuation approach uses the weighted average market price from the Company’s share trading on the SET in the past at different periods. In this regard, the Advisor of Shareholders has considered the weighted average market price of the Company's shares (the Company's share trading value / the Company’s share trading volume) for the past 7 business days, 15 business days, 30 business days, 60 business days, 90 business days, 120 business days, 180 business days and 360 business days from June 1, 2021 (one business day before the Tender Offeror notified its intention to make a Tender Offer (Form 247-3)). The Advisor of Shareholders has an opinion that such period should reflect the trend and movement of market prices appropriately and it was in line with the reality of the Company’s current business operations. The movement of NVD share prices had a pattern based on the following diagram:
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Diagram 2-1: NVD’s share prices during June 2019 – June 2021
3.50 4 Volume(M. shares) 3 200.0 3.00 Price(THB/share) 2
2.50 1 150.0
2.00
1.50 100.0
1.00 50.0
0.50
0.00 0.0 Jul 19 Jul 20 Oct 19 Oct 20 Apr 20 Apr 21 Jan 20 Jan 21 Jun 19 Jun 20 Jun 21 Mar 20 Mar 21 Feb 20 Feb 21 Nov 19 Dec 19 Nov 20 Dec 20 Aug 19 Sep 19 Aug 20 Sep 20 May 20 May 21
Source: SETSMART Remarks: 1/ Announcement of significant change in the shareholding structure of the Company (November 23, 2021) – leading to the Tender Offer in early 2021 by Mrs. Wattana Somwattana and Mr. Sornsak Somwattana during January 19 – February 23, 2021. 2/ As of February 24, 2021, Mr. Chatchai Piyasombatkul (“Tender Offeror”), acquired 105 million shares or equivalent to 7.61% of the total issued and registered of the Company (according to Form 246-2). 3/ As of April 2, 2021, Mr. Chatchai Piyasombatkul (“Tender Offeror”), acquired additional 33.06 million shares or equivalent to 2.36% of the total issued and registered of the Company under a Share Purchase Agreement. (As per disclosure in Form 247-3). 4/ As of June 1, 2021, Mr. Chatchai Piyasombatkul (“Tender Offeror”), acquired additional 207.09 million shares or equivalent to 15.00% of the total issued and registered of the Company under a Share Purchase Agreement. (As per disclosure in Form 247-3).
The market price of the Company’s ordinary shares according to the appraisal by VWAP approach can be calculated as follows:
Table 2-6: Closing price and volume-weighted average price 7 - 360 business days
Closing price: Lowest Highest Average Turnover Volume Closing Closing Trading Volume Ratio1/ Weighted before Price Price Average Price June 1, 2021 (THB/share) (THB/share) (No. of shares/day) (THB/share) 7 business days 2.56 2.82 30,751,500 2.22 2.53 15 business days 2.56 2.92 14,871,688 1.08 2.54 30 business days 2.52 2.92 7,882,173 0.59 2.56 60 business days 2.52 3.10 5,379,708 0.40 2.57 90 business days 2.46 3.10 5,875,348 0.43 2.55 120 business days 1.84 3.10 6,082,441 0.44 2.48
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Closing price: Lowest Highest Average Turnover Volume Closing Closing Trading Volume Ratio1/ Weighted before Price Price Average Price June 1, 2021 (THB/share) (THB/share) (No. of shares/day) (THB/share) 180 business days 1.01 3.10 4,837,726 0.35 2.39 360 business days 1.01 3.10 2,666,102 0.19 2.29 Range of NVD’s share price during 7 - 360 business days prior to June 1, 2021 2.29 – 2.57 Source: SETSMART Closing price and volume-weighted average price 7-360 business days before June 1, 2021. Remark: 1/ Turnover Ratio is calculated from Average Trading Volume divided by NVD’s market capitalization on the given period.
According to the above table, the historical weighted average market price of the Company's ordinary shares is in the range of THB 2.29 – 2.57 per share, which are THB (0.23) per share lower than the tender offer price of THB 2.52, or lower than the tender offer price by (9.1)%; and THB 0.05 per share higher than the tender offer price of THB 2.52, or higher than the tender offer price by 2.0%.
2.4 Market Comparable Approach
Appraisal by the market comparable approach is the Company’s valuation by comparing market trading prices traded on the SET based on the assumption that companies in the same industry that have the same business characteristics and operate in similar market conditions shall have close market values. In this regard, the Advisor of Shareholder has considered selecting comparable companies from companies that operate in the property and construction industry/property development sector as same as the Company. In this regard, the Advisor of Shareholders has considered 79 companies that operate in the property development sector and are listed companies on both the Stock Exchange of Thailand (SET) and the Market for Alternative Investment (MAI). According to the analysis, the Advisor of Shareholders has selected 18 companies to be compared ("Comparable Companies") by using the following principles: 1. Total assets are not more than THB 30,000 million; according to the financial statements as of March 31, 2021 (the Company has total assets of THB 12,332.59 million). 2. The proportion of revenue from real estate business for sales is more than 50 percent of total revenue in 2020 according to Form 56-1 of each company (where the Company’s revenue from real estate for sales accounted for 90% of total revenue). 3. Revenue from the real estate business for sales in 2020 is more than THB 1,000 million (the Company’s revenue from the real estate business for sales was equal to THB 2,230 million).
Table 2-7: Comparable publicly listed companies
Company Name Business Nature Total assets % of Revenue Revenue from as at from sales of real estate to (Ticker)1/ 31 MAR 20212/ real estate to Total 2020 Total 2020 Revenue 3/ Revenue 3/ THB million % THB million Areeya Property PCL The company engages in the development of property 13,744.51 96.01 5,512.15 A business. It offers three types of products: 1) single- detached houses; sells land and then constructs house on the said land or sells land with completely built house, 2) townhouse and 3) condominium projects. The company has initiated to development of the community mall named Piccadilly Bangkok. All Inspire Property developer of residential condominiums and 8,220.87 88.34 1,961.73 Development PCL townhomes, real estate brokerage services for the ALL international market, investment and trading of real estate units developed by other developers, and property management services
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Company Name Business Nature Total assets % of Revenue Revenue from as at from sales of real estate to (Ticker)1/ 31 MAR 20212/ real estate to Total 2020 Total 2020 Revenue 3/ Revenue 3/ THB million % THB million ChewathaiPCL CHEWA and its subsidiaries engage in two core businesses, 6,648.39 99.31 1,622.25 CHEWA which are residential development projects and ready-built factories for rent located in Amata City Industrial Estates. Chaoprayamahanakorn CMC operates 3 main businesses as follows: 1. Residential 5,543.57 88.50 1,031.09 PCL property development business includes condominium, CMC townhouse, townhome, and single-detached house, focused mainly on the condominium. 2. Business of property development for lease 3. Construction contractor business and furniture and wall manufacturing business Eastern Star The principal business of ESTAR is related to real estate 7,067.64 95.61 2,562.15 Real Estate PCL development for sale or rent and golf course business in ESTAR Bangkok and Rayong Province. EverlandPCL Real estate and hospital business 9,025.77 95.72 2,963.64 EVER J.S.P. PropertyPCL Property development business, focus on commercial low- 6,856.28 93.81 1,166.87 JSP rise property. The Company develops both residential and commercial property for sale Lalin PropertyPCL Its principal activity is property development for sales. 12,750.85 97.11 5,748.82 LALIN L.P.N. LPN is the developer of urban residential condominiums with 23,618.74 80.47 6,001.26 Development PCL affordable prices. The main target group is the middle to LPN lower-middle income earners. Condominium projects are designed and developed following LPN Design concept which focuses on delivering product value to the customers. The company develops large-scale projects to achieve cost advantage and economy of scale. At the same time, the emphasis is put on achieving economy of speed from upstream to downstream stages in the project development process. Major MJD and its subsidiaries are principally engaged in the 18,837.76 89.71 6,677.50 Development PCL development of properties for sales and hotel business, MJD focusing on the high-end condominium that emphasizes luxurious and exclusive lifestyles. M.K. Real Estate MK operates its core business as a real estate developer in 18,618.51 73.42 2,530.40 Development PCL various areas such as developing empty land for sale, MK building the house for sale including the land, providing construction services, building condominium for sale, providing rental and car park services, and golf course services, etc. N.C. Housing PCL NCH operates its principal business as a real estate 4,028.41 98.65 1,769.00 NCH developer for trade in various areas such as houses for sale including land development, providing construction services, condominium for sale, providing rental space in the club house, etc. Noble The principal business is the development of real estate for 19,530.15 96.04 10,463.85 Development PCL sale, providing construction rental and service. NOBLE Prinsiri PCL PRIN and subsidiaries are engaged in real estate 9,212.08 96.56 2,352.07 PRIN development business in the categories of housing estates and condominiums.
Raimon Land PCL RML is principally engaged in property development. The 9,565.49 93.40 2,961.10 RML focus will be a mid-to-high-end condominium, niche townhouse, and villa projects in Bangkok and the resorts. Sammakorn PCL SAMCO is principally engaged in the real estate 5,846.47 87.61 1,490.72 SAMCO development business focusing on developing residential projects in housing as well as after-sale maintenance services. Sena SENA's main business is the development of residential real 15,605.03 70.60 2,888.70 Development PCL estates i.e., single-detached houses, townhouses, and SENA commercial buildings, condominiums and apartments for rent, community mall, golf course, and Solar business
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Company Name Business Nature Total assets % of Revenue Revenue from as at from sales of real estate to (Ticker)1/ 31 MAR 20212/ real estate to Total 2020 Total 2020 Revenue 3/ Revenue 3/ THB million % THB million Univentures PCL Investing in other companies. UV Group operates main 16,947.39 62.30 2,732.76 UV business about real estate development and investment business, real estate for rent and building management, hotel business and manufacturing and distributing the zinc oxide powder and chemicals. Source: The Stock Exchange of Thailand, Annual Registration Statements (Form 56-1) of each company and summarized by the Independent Financial Advisor Remarks: 1/ Ticker sorted by alphabetical order 2/ Form 56-1 of each company for as of March 31, 2021, and analyzed by the Independent Financial Advisor 3/ Form 56-1 for the year 2020 of each company
Market ratios that the Advisor of Shareholders has taken into account in the valuation of the Company's shares are as follows:
2.4.1 Price to Book Value Approach(P/BV Ratio) According to this valuation approach of the Company's ordinary shares, the book value of the Company as shown in the consolidated financial statements audited or reviewed by a certified auditor and is the most recent consolidated financial statements shall be multiplied by the median of P/BV ratio of NVD’s comparable companies. In this regard, the P/BV ratio of NVD’s comparable companies during the past 7 business days, 15 business days, 30 business days, 60 business days, 90 business days, 180 business days, 360 business days from June 1, 2021 (one business day before the Tender Offeror notified its intention to make a Tender Offer (Form 247-3)) can be shown in the following table:
Table 2-8: P/BV ratio of Comparable Companies over the past 7 to 360 working days Averages of P/BV (x) Comparable over the past Companies 7-Day 15-Day 30-Day 60-Day 90-Day 120-Day 180-Day 360-Day A 1.38 x 1.38 x 1.38 x 1.38 x 1.38 x 1.37 x 1.34 x 1.41 x ALL 0.94 x 0.94 x 0.95 x 0.97 x 0.97 x 0.94 x 0.90 x 0.88 x CMC 0.73 x 0.73 x 0.71 x 0.61 x 0.53 x 0.48 x 0.43 x 0.36 x CHEWA 0.50 x 0.50 x 0.49 x 0.46 x 0.41 x 0.38 x 0.35 x 0.31 x ESTAR 0.68 x 0.65 x 0.64 x 0.60 x 0.57 x 0.54 x 0.48 x 0.41 x EVER 0.57 x 0.57 x 0.57 x 0.55 x 0.48 x 0.44 x 0.40 x 0.35 x JSP 0.37 x 0.36 x 0.36 x 0.32 x 0.30 x 0.29 x 0.26 x 0.23 x LALIN 1.19 x 1.19 x 1.20 x 1.22 x 1.16 x 1.11 x 1.01 x 0.82 x LPN 0.64 x 0.64 x 0.64 x 0.64 x 0.63 x 0.62 x 0.59 x 0.56 x MJD 0.28 x 0.28 x 0.30 x 0.30 x 0.28 x 0.28 x 0.26 x 0.28 x MK 0.52 x 0.52 x 0.52 x 0.51 x 0.51 x 0.51 x 0.50 x 0.47 x NCH 0.72 x 0.70 x 0.66 x 0.57 x 0.52 x 0.49 x 0.46 x 0.38 x NOBLE 1.61 x 1.61 x 1.75 x 1.83 x 1.81 x 1.84 x 1.81 x 1.45 x PRIN 0.59 x 0.60 x 0.64 x 0.63 x 0.58 x 0.56 x 0.52 x 0.46 x RML 0.77 x 0.70 x 0.68 x 0.65 x 0.61 x 0.59 x 0.55 x 0.51 x SAMCO 0.47 x 0.46 x 0.45 x 0.41 x 0.38 x 0.36 x 0.35 x 0.34 x SENA 0.84 x 0.84 x 0.88 x 0.87 x 0.82 x 0.80 x 0.74 x 0.64 x UV 0.71 x 0.70 x 0.71 x 0.73 x 0.72 x 0.69 x 0.64 x 0.64 x
Median 0.69 x 0.67 x 0.65 x 0.62 x 0.58 x 0.55 x 0.51 x 0.47 x Source: Bloomberg and summarized by the IFA Remark: N/A Non-applicable or cannot be calculated
The median of P/BV of comparable companies is in the range of 0.47 – 0.69 times.
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Table 2-9: Calculation of the fair value of NVD using Price to Book Value approach (P/BV) Minimum of Maximum of the range the range 1/ Book value of NVD (THB million) 4,504.15 4,504.15 Median P/BV ratio of Comparable Companies (times) 0.47 0.69 Fair Value of NVD (THB million) 2,116.95 3,107.86 Fair Value of NVD THB per share 1.53 2.25 Remark: 1/ Reference to the equity value of NVD as of March 31, 2021
Shareholders’ Equity calculated by the price to book value approach of comparable companies is in the range of THB 1.53 - 2.25 per share, which is lower than the tender offer price of THB2.52 per share, equal to THB (0.99) - (0.27) per share or lower than the tender offer price of (39.3)% - (10.7)%.
2.4.2 Price to Earnings Ratio Approach (P/E Ratio) Under this valuation approach of the Company's ordinary shares, the Company's net profit as appeared in the consolidated financial statements audited or reviewed by a certified auditor and are the most recent consolidated financial statements shall be multiplied by the median of P/E ratio of NVD’s comparable companies. In this regard, the P/E ratio of NVD’s comparable companies during the past 7 business days, 15 business days, 30 business days, 60 business days, 90 business days, 180 business days, 360 business days from June 1, 2021 (one business day before the Tender Offeror notified its intention to make a Tender Offer (Form 247-3)) can be shown in the following table:
Table 2-10: P/E ratio of Comparable Companies over the past 7 to 360 working days Averages of P/E(x) Comparable over the past Companies 7-Day 15-Day 30-Day 60-Day 90-Day 120-Day 180-Day 360-Day A 30.79 x 30.79 x 30.83 x 29.39 x 27.97 x 26.66 x 22.72 x 1.84 x ALL 35.27 x 35.01 x 35.62 x 29.32 x 22.53 x 18.63 x 13.95 x 8.76 x CMC 7.81 x 7.82 x 7.61 x 7.09 x 6.57 x 6.34 x 5.79 x (0.45) x CHEWA 22.55 x 22.71 x 22.24 x 20.51 x 18.32 x 18.76 x 22.68 x 26.49 x ESTAR 14.39 x 13.78 x 13.58 x 13.43 x 13.49 x 13.15 x 12.87 x 68.90 x EVER 9.48 x 9.54 x 9.42 x 9.56 x 8.49 x 5.41 x (1.95) x 4.24 x JSP (2.05) x (2.03) x (1.98) x (1.73) x (1.53) x (1.48) x (1.53) x (2.90) x LALIN 6.61 x 6.61 x 6.64 x 6.77 x 6.46 x 6.23 x 5.72 x 5.09 x LPN 11.68 x 11.71 x 11.76 x 11.38 x 10.89 x 10.34 x 8.81 x 7.29 x MJD (57.91) x (57.90) x (61.66) x (45.97) x (28.31) x (18.72) x (8.06) x (1.46) x MK (73.33) x (73.43) x (73.39) x (301.79) x (530.62) x (574.12) x (423.37) x (264.13) x NCH 10.69 x 10.33 x 9.72 x 9.46 x 9.53 x 10.28 x 13.50 x (30.80) x NOBLE 5.23 x 5.25 x 5.70 x 5.89 x 5.78 x 5.84 x 5.66 x 4.04 x PRIN 8.77 x 8.90 x 9.40 x 9.36 x 8.72 x 8.50 x 8.48 x 10.91 x RML (8.98) x (8.14) x (7.97) x (6.89) x (5.78) x (5.23) x (4.66) x (0.47) x SAMCO 13.70 x 13.25 x 12.97 x 14.73 x 16.24 x 12.61 x (1.72) x 3.08 x SENA 5.26 x 5.29 x 5.55 x 5.47 x 5.22 x 5.00 x 4.48 x 4.08 x UV 77.37 x 76.35 x 77.61 x 78.83 x 77.62 x 77.08 x 76.09 x 40.61 x
Median 9.12 x 9.22 x 9.41 x 9.41 x 8.60 x 7.42 x 5.76 x 4.06 x Source: Bloomberg and summarized by the IFA Remark: N/A Non-applicable or cannot be calculated
The median of P/E of comparable companies is in the range of 4.06 – 9.41 times.
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Table 2-11: Calculation of the fair value of NVD using Price to Earnings approach (P/E) Minimum of Maximum of the range the range 1/ Trailing twelve months earnings of NVD THB million (0.69) (0.69) Median P/E ratio of Comparable Companies times 4.06 9.41 Fair Value of NVD THB million N/A N/A Fair Value of NVD THB per share N/A N/A Remark: 1/ Reference to the trailing twelve months earnings for the period April 1, 2020 – March 31, 2021 N/A cannot be calculated
However, NVD has net losses from operation during the past 12 months; the Advisor of Shareholder is unable to use this approach to appraise NVD's shareholders’ equity.
2.4.3 Price to Sales Ratio Approach (P/S Ratio) According to this valuation approach of the Company's ordinary shares, the total revenue of the Company as shown in the consolidated financial statements audited or reviewed by a certified auditor and are the most recent consolidated financial statements shall be multiplied by the median of P/S ratio of NVD’s comparable companies. In this regard, the P/S ratio of NVD’s comparable companies during the past 7 business days, 15 business days, 30 business days, 60 business days, 90 business days, 180 business days, 360 business days from June 1, 2021 (one business day before the Tender Offeror notified its intention to make a Tender Offer (Form 247-3)) can be shown in the following table:
Table 2-12: P/S ratio of Comparable Companies over the past 7 to 360 working days Averages of P/S(x) Comparable over the past Companies 7-Day 15-Day 30-Day 60-Day 90-Day 120-Day 180-Day 360-Day A 0.86 x 0.86 x 0.86 x 0.86 x 0.86 x 0.87 x 0.90 x 1.31 x ALL 1.17 x 1.16 x 1.18 x 1.16 x 1.12 x 1.07 x 1.02 x 0.86 x CMC 0.72 x 0.72 x 0.70 x 0.62 x 0.55 x 0.53 x 0.54 x 0.49 x CHEWA 1.15 x 1.16 x 1.14 x 1.05 x 0.94 x 0.87 x 0.75 x 0.64 x ESTAR 1.21 x 1.16 x 1.14 x 1.08 x 1.05 x 1.00 x 0.94 x 1.04 x EVER 0.42 x 0.42 x 0.42 x 0.42 x 0.37 x 0.36 x 0.39 x 0.35 x JSP 1.38 x 1.36 x 1.33 x 1.20 x 1.09 x 1.04 x 0.95 x 0.77 x LALIN 1.54 x 1.54 x 1.55 x 1.58 x 1.50 x 1.45 x 1.32 x 1.12 x LPN 1.04 x 1.05 x 1.05 x 1.04 x 1.01 x 0.98 x 0.89 x 0.81 x MJD 0.25 x 0.25 x 0.26 x 0.26 x 0.24 x 0.23 x 0.22 x 0.24 x MK 1.13 x 1.13 x 1.13 x 1.12 x 1.12 x 1.11 x 1.10 x 0.98 x NCH 0.85 x 0.82 x 0.77 x 0.71 x 0.68 x 0.66 x 0.68 x 0.65 x NOBLE 0.92 x 0.93 x 1.01 x 1.04 x 1.02 x 1.02 x 0.98 x 0.70 x PRIN 1.16 x 1.18 x 1.24 x 1.22 x 1.13 x 1.09 x 1.05 x 1.01 x RML 0.96 x 0.87 x 0.85 x 0.88 x 0.87 x 0.88 x 0.90 x 1.04 x SAMCO 0.69 x 0.67 x 0.66 x 0.61 x 0.56 x 0.54 x 0.52 x 0.52 x SENA 1.46 x 1.47 x 1.54 x 1.52 x 1.44 x 1.38 x 1.24 x 1.00 x UV 1.82 x 1.80 x 1.83 x 1.86 x 1.84 x 1.76 x 1.56 x 1.11 x
Median 1.09 x 1.09 x 1.09 x 1.04 x 1.02 x 0.99 x 0.92 x 0.84 x
Source: Bloomberg and summarized by the IFA Remark: N/A Non-applicable or cannot be calculated
The median of P/S of comparable companies is in the range of 0.84 – 1.09 times.
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Table 2-13: Calculation of the fair value of NVD using Price to Sales approach (P/S) Minimum of Maximum of the range the range 1/ Trailing twelve months revenue of NVD THB million 2,868.99 2,868.99 Median P/S ratio of Comparable Companies times 0.84 1.09 Fair Value of NVD THB million 2,409.95 3,127.20 Fair Value of NVD THB per share 1.75 2.27 Remark: 1/ Reference to the trailing twelve months revenue for the period April 1, 2020 – March 31, 2021
Shareholders’ Equity calculated by the price to sales ratio approach of comparable companies is in the range of THB1.75 - 2.27 per share, which is lower than the tender offer price of THB 2.52 per share, equal to THB (0.77) - (0.25) per share or lower than the tender offer price of (30.6)% - (9.9)%.
2.5 Discounted Cash Flow Approach (DCF)
Discounted Cash Flow Approach (“DCF”) valuation is an approach that takes into account the future performance and profitability of assets by calculating the present value of projected net cash flows with an appropriate discount rate. The Advisor of Shareholders has calculated the Weighted Average Cost of Capital (WACC) to be used as a discount rate and to calculate future net cash flows from the Company's financial projection for the next 7 years (2021-2027) to be in line with the current revenue recognition of real estate for sales and home building business which will have completed the revenue recognition by the year 2027. This is based on a going concern basis without any significant changes and under the current economic conditions and situations. The Advisor of Shareholders has prepared the Company’s projection based on information and assumptions received from the Company and from interviews with the management and relevant staff to determine the fair value of the Company's ordinary shares to provide opinions for consideration to accept or reject this tender offer for the Company’s ordinary shares only and cannot be used as a reference price other than the aforementioned objective. However, if the economic condition and other external factors affecting the Company’s operations, as well as the Company’s internal situation have significantly changed from the given assumptions, the share value assessed by this approach will change as well. At present, the Company operates a real estate business in which the business can be divided into 3 main business groups: (1) real estate development business for sales by developing residential projects under different brands according to product model, price, and target customer groups in each location; (2) home-building business under a Turnkey Solution joint venture, the Company shall undertake the complete project development from design, sales management, marketing management, construction, ownership transfer, and after-sales service; and (3) sales of construction materials and other businesses, consisting of 3.1 sales of construction materials and precast fence business which is a business that supports construction works in real estate development projects of affiliated companies and 3.2 real estate development for rent business. Valuation of the Company’s ordinary shares by DCF, by using the sum-of-the-parts approach is a separate valuation by taking into account the profitability in the future of each company/project separately to reflect the fair value based on fundamentals of each company/project which can be summarized as follows:
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Diagram 2-2: The valuation of the Company’s shares by DCF, by using the sum-of-the-parts approach
Remark: FV refers to the fair value of the appraised assets by the Independent Property Appraisers
Valuation of the Company that operates real estate development business for sales, homebuilding business, and product sales business which are businesses that have operations and generated cash inflow- outflow, the Advisor of Shareholders has an opinion that the aforementioned businesses can refer to the Company’s cash flow projection. Therefore, the discounted cash flow approach can be used to determine the fair value. However, for vacant land or land with premises that are in the process of studying the feasibility of projects, the Advisor of Shareholders has an opinion that the project development is still uncertain, therefore, fair value (FV) shall be referred to as the appraised value of the property appraisal report by the Independent Property Appraisers which will reflect the fair value of the assets. For the remaining units for sales in the existing projects and houses that are built to customers outside the projects, which have not been appraised by the Independent Property Appraiser or have been appraised before the year 2020, the Advisor of Shareholders has an opinion that the book value should be used as a fair price.
Key assumptions used in the Company's financial projection can be summarized as follows:
2.5.1 Real Estate Development Business for Sales, Homebuilding Business, Product Sales Business, and Other Businesses
2.5.1.1 Assumptions of Revenue, Costs, and Expenses of Real Estate Development Business for Sales and Homebuilding Business
The Advisor of Shareholders has used the discounted cash flow approach to evaluate real estate projects for sales, including future projects with a definite plan (projects that will be launched for sales in the near term) which can be summarized as follows:
Table 2-14: Existing projects as of March 31, 2021 No. Project Type of Project Construction Sales Backlog Residual 1/ Project Value Progress Progress Project Value THB % % THB million THB million million B01 Nirvana Beyond Rama 2 3-storey SDH 2,598 63% 45% 101.1 1,680 B02 Nirvana Beyond Srinakarin 3-storey SDH 1,000 100% 100% 27 18 B03 Nirvana Beyond 3-storey SDH 1,069 100% 100% 0 0 Kasetnawamin Phase 1
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No. Project Type of Project Construction Sales Backlog Residual 1/ Project Value Progress Progress Project Value THB % % THB million THB million million B04 Nirvana Beyond 3-storey SDH 709 100% 97% 2.8 22 Kasetnawamin Phase 2 B05 Nirvana Beyond 3-storey SDH 410 99% 29% - 310 @ Beach Pattaya B06 Nirvana Icon Pinklao2/ Turnkey Project 191 62% 28% B07 Nirvana Beyond Udonthani2/ Turnkey Project 520 50% 3% B08 Nirvana Beyond Turnkey Project 492 27% 14% Bangna @ U Park 2/ B09 The Tara Ramintra 2-storey SDH 268 100% 78% - 73.22 B10 Nirvana Element Bangna 2-storey SDH 2,037 38% 7% 156 1,868 B11 Nirvana @ Work Ramintra Home Office 1,025 95% 98% 36 25 B12 Nirvana @ Work Home Office 1,048 96% 67% 13.6 400 Ladprao-Kasetnawamin B13 Nirvana Define Town Home 1,761 96% 69% 100 633 Srinakarin-Rama 9 B14 Cover Onnut Town Home 550 100% 99% - 6 B15 Cluster Ramkhamhaeng Town Home 101 100% 60% - 45 B16 Banyan Tree Residences Condominium 6,506 100% 64% 568 2,574 Riverside Bangkok B17 The Most Issaraphap Condominium 701 99% 76% 289 242 B18 Nirvana Beyond 3-storey SDH 2,907 35% 11% - 2,600 Rama 9- KrungthepKreetha Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: 1/ Details of each project are disclosed in Appendix B 2/ The project is a joint venture with the land owner for project development. The Company recognizes home-building business under this project. SDH means single-detached houses
(1) Revenue Assumptions of Real Estate Development Business for Sales and Homebuilding Business
Table 2-15: Summary of projected revenue of each project Assumption(s) of the Advisor Assumption(s) of Shareholders Residual Project Please refer to the summary . Previous actual sales information until March 31, Value table above and information of 20211/ each project in Attachment B . Information from the Company’s management and sales plan Number of Please refer to the summary . Information regarding the number of remaining Remaining Units table of each project in units from the Company’s management and related Attachment B persons for units that have been completely constructed or under construction. . Reviewed with the project's property appraisal report prepared by the Independent Property Appraiser Sales Rate Please refer to the summary . Actual sales information until March 31, 20211/ table of each project in . Information from the Company’s management and Attachment B sales plan Payment Terms Please refer to the summary . According to the Company’s policy table of each project in . Actual sales information until March 31, 20211/ Attachment B . Information from the Company’s management and sales plan Others Down payment and ownership . According to the Company’s policy transfer transactions are . Actual sales information until March 31, 20211/ scheduled to be completed . Information from the Company’s management and within 1 year sales plan
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Assumption(s) of the Advisor Assumption(s) of Shareholders
Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: 1/ Historical information from the past 1-3 years, depending on the project as each project started selling at a different period
(2) Costs and Expenses Assumptions of Real Estate Development Business for Sales and Homebuilding Business
Table 2-16: Summary of projected costs and expenses of each project Assumption(s) of the Advisor Assumption(s) of Shareholders Cost of sales and Please refer to the summary . Information of land cost, land development cost, services table of each project in construction cost, and other costs incurred in the Attachment B past until March 31, 2021 . Based on information from the Company’s management and sales plan Marketing expenses Average 3.00% of sales . Information of marketing expenses incurred in the Except for projects with low past until September 30, 2020 remaining units such as Nirvana . Based on a financial projection from the Company’s Beyond Srinakarin and Nirvana management and related persons Beyond Kasetnavamin Phase 1, etc. Promotion expenses Average 2.00% of sales . Information of promotion expenses incurred in the Except for projects with low past until March 31, 2021 remaining units . Based on a financial projection from the Company’s management and related persons Project management Average 5.00% of sales . Expenses collected by the Head Office from the expenses project . Information of project management expenses incurred in the past until March 31, 2021 . Based on a financial projection from the Company’s management and related persons Transfer fees 1.00% of the transfer value . All transfer fees are equal to 2.00%, 50:50 paid by according to the terms of the the Company and customer according to the agreement signed with the Company's policy customer Specific business tax 3.30% of the transfer value . Under applicable laws Source: The Company, summarized and assessed by the Advisor of Shareholders
The Advisor of Shareholders has prepared a summary table of each project in Attachment B (Project B01 to B18) in which an example of a summary table of revenue, costs, and expenses assumptions of Project B01: Nirvana Beyond Rama 2 is as follows:
Table 2-17: Example of a summary of revenue, cost, and expenses assumptions of Project B01, Nirvana Beyond Rama 2 B01.Nirvana Beyond Rama 2
No List Details and Financial Assumptions 1. Project Information 3-storey single-detached houses project Located next to Rama 2 Road, Samae Dam Sub-district, Bang KhunThian District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 2,596 THB Million Officially Launched Year2015 Project Area 40-3-84.7 rais Construction Progress 92 % as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 120 units 3 units 82 units
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B01.Nirvana Beyond Rama 2
No List Details and Financial Assumptions Value 2,598 THB Million 101.2 THB Million 1,680 THB Million 3. Sales Rate 10 Units per year Entered into an agreement + 9 down payment 20% of unit value 4. Terms of Payment installments Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 1,112 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00% of sales Sales Promotion 2.00% of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders
2.5.1.2 Revenue and Costs Assumptions of Product Sales Business Product sales business consists of the sales of construction materials and finished fences which support construction works in real estate project development of affiliate companies. In preparing a financial projection this time, the Advisor of Shareholders has based on the Company’s past information and business plan in which the important assumptions can be summarized as follows:
(1) Revenue assumptions of product sales business Table 2-18: Revenue from products sales business Items FY 2018 FY 2019 FY 2020 3M 2021 Revenue from the sale of goods (THB 125.87 85.37 21.50 2.45 million) Proportion to the total revenue (percent) 4.26% 3.15% 0.87% 0.33% Growth (percent) (27.07)% (32.18)% (74.82)% N/A Source: The financial statements of NVD and analyzed by the Advisor of Shareholders Remark: N/A cannot be calculated
In the year 2018 - 2020 and the first three months of 2021, revenue from product sales equal THB 125.87 million, THB 85.37 million, THB 21.50 million, and THB 2.45 million, respectively. Revenue from product sales continued to decline because, in the year 2018, the Company focused on producing products to sell to affiliated companies rather than to outsiders due to a relatively low profit margin compared to the resources required by the operations. And in 2019, revenue from product sales decreased by 32% compared to the year 2018 as the auditor proposed an accounting improvement by removing revenue and costs from the sales of the prefabricated concrete fence and prefabricated concrete structures sold by QTECH (a subsidiary of NVD) to contractors for the use in NVD's projects from the consolidated financial statements. According to an interview with the management, the management has an opinion that the 2021 full-year growth rate continued to show a slower pace. The management of NVD believes that revenue from the sales of construction materials and prefabricated fence business at THB 25 million and will have growth in the year 2021 - 2025 at 3.00 - 5.00. However, the Advisor of Shareholders determined that in the year 2021 at THB 21.5 million which is equivalent to the year 2020 figures. The prevalent COVID-19 pandemic put still depresses the economy, just like the year 2020. The Advisor of Shareholders believes that the Company should be able to achieve the target in 2022 as the government has implemented the administration of mass vaccinations aiming to vaccinate at least 50 million people by October 2021, as well target to reopen Thailand within 120 days (which is in mid-October 2021) However, for a careful projection, the Advisor of Shareholders will set the annual growth rate of 2021 - 2027 at 0.40 percent, according to base on the average 7-year inflation rate of Thailand. The projected revenue for the product sale business is between THB 21.50 – 25.50 million, in which the Advisor of Shareholders is reasonable as compared to the historical performance. By looking at 2020 when the economy was hit hard by the
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COVID-19 crisis, the Company was able to generate an income of THB 21.50 million. Therefore, the revenue estimates in the forecast period by the Advisor of Shareholders from 2022 (when the aforementioned impact should begin to ease with the mass vaccination) between THB 25.00 – 27.14 million is not much higher than during the crisis. The Company should be able to achieve the target.
(2) Costs assumptions of product sales business Table 2-19: Cost of product sale business Items FY 2018 FY 2019 FY 2020 3M 2021 Cost of sales of goods (THB million) 110.13 69.02 15.30 1.80 Proportion to sales of goods (percent) 87.50% 80.85% 71.16% 73.42% Source: The financial statements of NVD and analyzed by the Advisor of Shareholders
Cost of product sales business which mainly produces and sells prefabricated fences, doors, and windows in the year 2018 – 2020, and the first three months of 2021, equal to THB 110.13 million, THB 69.02 million, THB 15.30 million, and THB .1.80 million or 87.50%, 80.85% 71.16%, and 73.42% of revenue from product sales business, respectively. The proportion of the cost to revenue from product sales business has continually decreased from the year 2018-2020, but slightly improved in the first three months of 2020 According to the management's projection, the proportion of cost-to-revenue ratio in the future will be approximately 70%. Therefore, the Advisor of Shareholders has determined that the costs of product sales business shall be at 75 %of revenue from product sales throughout the projection period, which is in line with the level of the first three months of 2021. The Advisor of Shareholders believes that the cost ratio of the product sales business is 75% of the revenue from the product sales business. This is a reasonable number because it is the level of cost that an entity has achieved in 2020 and this reflects the slight increase in the cost ratio of the first three months of 2021.
2.5.1.3 Assumptions– Other Revenues
Other revenue consists of management fees, interest revenue, revenue from deposits and fines, gain on disposal of investments or special profits from disposal of land, etc. From the year 2018 - 2020, and the first three months of 2021, the Company has continued to have other revenue equals to THB 59.03 million, THB 56.36 million, THB 51.27 million, and THB 20.15 million in which another revenue has an average growth rate during the year 2018 - 2020 equal to (6.81%). However, the historical growth rates were rather volatile, a downward trend during 2018 – 2020, but increased in the first three months of 2021. The three-year average of other revenues is THB 55.55 million. Besides, the Company has begun to operate a recurring income business where the first project that has been invested and fully operated since mid-2020 was a parking building at Soi Choei Phuang. The Advisor of Shareholders thus sees that this new recurring business should be able to generate future income. The Advisor of Shareholders projects other revenues in the year 2021 at THB 55.55 million, using the three-year average. However, the Advisor of Shareholders will determine the growth rate of other revenues in the projection period at 0.40% percent based on the average 7-year (2014-2020) inflation rate of Thailand. Throughout the projected periods, other revenues will be between THB 55.55 - 56.90 million, which the Advisor of Shareholders thinks is appropriate and achievable when compared with the past performance and from the reasons that the Company has just begun to have these additional sources of income. The Advisor to Shareholders is of the opinion that the estimated other income is between THB 55.55 – 56.90 million, higher than the average of other income for the past 3 years (2018 - 2020) of THB 55.55 million that has no other income from new business. The Company should be able to achieve this estimate. Table 2-20: Other Revenues Items FY 2018 FY 2019 FY 2020 3M 2021 Other Revenue (THB million) 59.03 56.36 51.27 20.15 Growth (%) 17.03% (4.52)% (9.03) N/A The 3-year average of other revenues 55.55 (2018-2020) ( THB million) Source: The financial statements of NVD and analyzed by the Advisor of Shareholders Remark: N/A cannot be calculated
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2.5.1.4 Other assumptions
(1) Administrative expenses Administrative expenses are staff expenses (consist of wages, overtime wage, bonuses, living expenses, and other related expenses, etc.), head office rental, utility bills, and advisory fees. During the year 2018 - 2020 and the first three months of 2021, administrative expenses were THB 272.19 million, THB 313.46 million, THB 289.54 million, and THB 73.95 million or equivalent to 9.2%, 11.6%, 11.7%, and 9.95% of the total revenue, respectively. In preparing a financial projection, the Advisor of Shareholders used assumptions regarding administrative expenses as follows: . Staff expenses in the projection period shall increase by 3.2% per year based on the average growth rate in the year 2018 - 2020 of these expenses. . Head office rental will increase by 5% per year according to the management's estimation. . Utility bills in the projection period shall increase by 0.40% per year based on the average 7- year inflation rate of Thailand. . Advisory fees (such as audit fees, fees of independent property appraisers) shall increase by 5% per year based on the management's estimations. . Depreciation of assets The Advisor of Shareholders determined that each asset class shall be depreciated at a fixed rate based on a straight-line approach in which the depreciation of each asset shall be calculated differently according to the Company's accounting policy. Details are as follows:
Table 2-21: Depreciation and Amortization period Type of Asset Depreciation and Amortization period (years) Buildings and building improvements 5 – 20 Land Improvements 5 – 10 Machine 5 – 10 Equipment and office equipment 3 - 10 Source: The Company
(2) Corporate income tax Corporate income tax rate is equal to 20% throughout the projection period.
(3) Capital Expenditure The Advisor of Shareholders determined the capital expenditure equal to THB 25 million per year throughout the projection period according to the Company’s investment plan in which most of which is the establishment of showrooms of the new projects to boost sales. The Advisor of Shareholders used the assumption of 10-year capital expenditure depreciation according to the Company’s policy that the depreciation period shall be 5 - 20 years.
(4) Assets and liabilities turnover
The Company's management expected that current assets turnover and current liabilities turnover shall be at the same level as in the year 2020 and in the first 3 months of 2021. Account receivables approximately 25 days Inventories approximately 33 days Account payables approximately40daysfor product sales business And approximately 30 days for real estate development business for sales and homebuilding business.
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(5) Terminal Growth Rate Generally, real estate development companies for sales shall continue to develop projects every year, but in this case, the Advisor of Shareholders conducts projections on the clear project with a definite plan and assumptions. The projection will thus end in 2027, and the terminal value of the real estate development business for sales and homebuilding business equal to zero based on a conservative basis. In other businesses, the Advisor of Shareholders projected the long-term growth rate of cash flows after the year 2027, which is the last projection year, equal to 0.0 percent per year based on a conservative basis.
(6) Discount Rate = Weighted Average Cost of Capital or WACC the Advisor of Shareholders determined the WACC by the following components:
= 1 = 6.78%
∗ = Cost of Debt of the Company = 5.91%
= Corporate Income Tax = 20.0%
∗∗ = Cost of Equity (calculated as below) = 9.63%
= which D means the amount of debt and E means the amount of equity = 100.0%
= Proportion of debt to capital = 58.0% = Proportion of equity to capital = 42.0%
* Calculation of Cost of Debt
Estimated K from the average loan interest rate of the Company as of March 31, Cost of Debt(K ) = 2020 at 5.78%andthe issuance of secured debentures of not more than THB 1,000 million (duration of 1 year 9 months) at the interest rate of 6.70% p.a. which is anticipated to be issued within June 2021. The Advisor of Shareholders reflects this newly issued debenture in the weighted cost of debt of the Company. Source: According to the financial statements of the Company as of March 31, 2021, the interest rate of interest-bearing debts rate was between 5.22% - 5.78% per annum. The Advisor to Shareholders uses the highest rate in the projection based on a conservative basis.
** Calculation of Cost of Equity:( ) = where:
Risk-Free Rate = Risk-free rate of return ) (from January 7, 2016, to June 1, 2021) is 2.07% per annum1/, which is calculated based on the daily mean of 10-year Thailand government bond(the median is 2.23%) The Advisor to Shareholders chooses the 10-year government bond as it is one of the most liquid long-term bonds which can suitably reflect the return of risk-free assets. Beta = Beta is a coefficient that reflects the risk of the Company. The Advisor to Shareholders estimated the Beta of the Company based on the information from listed companies operating similar business as the acquired asset. According to the information of the Comparable Companies, Unlevered Beta , in which Unlevered Beta = Levered Beta / {1 + ((1- Marginal Tax Rate) * D/E)} and to be adjusted to Levered Beta of NVD with the average capital structure of the acquired assets. (Information of Comparable Companies is shown in Table 2-7).
I V Global Securities Public Company Limited Part 2 Page 27 Opinion Report of the Advisor of Shareholders on the Tender Offer Nirvana Daii Public Company Limited
(Calculation of Unlevered Beta is shown in Table 2-22). Beta β of the acquired assets is equal to 0.84671/2/ The Advisor to Shareholders did not choose to use the historical beta of the Company, for its beta was 0.559 which is very low compared to the betas of the Comparable Companies. It is the lowest beta value of any beta of the Comparable Company. This is likely due to a relatively low turnover ratio of the Company’s shares. In sum, 0.559 historical betas do not reflect the actual business risk.
Therefore, it is inappropriate to be used in calculating the average cost of equity.
Market premium, = The difference between the expected market return ( ) and the risk-free rate of 3/ return ( is equivalent to 8.92% , which was calculated based on the daily mean of the difference between the expected market return ( ) and the risk-free rate of return ( from January 7, 2016, to June 1, 2021 (the average expected market return (R ) equals 11.00% and the median equals 10.46%). Source: 1/ 2/ 3/ Bloomberg as of June 1, 2021, (one business day before the Tender Offeror notified its intention to make a Tender Offer (Form 247-3)). 4/ There was a significant change in the business structure from the transfer of the entire business of Nirvana Development Company Limited (“Nirvana”) to the Company. The registered and paid-up capital has been increased from THB 130 million to THB 1,180.60 million at the end of 2016. To be in line with the current business structure (with Nirvana’s business as the main revenue-generating business), the average of the past 5 years since 2016 is therefore considered for all related variables.
Table 2-22: Calculation of Unlevered Beta from a list of comparable companies of NVD Ticker Cost of Levered Market Value Market Value Debt (D) / Marginal Tax Unlevered 1/ 2/ Equity 3/ Beta for Liabilities for Equity Equity (E) Rate Beta A 7.19% 0.574 9,002 4,880 1.84 20% 0.232 ALL 7.77% 0.639 4,407 2,072 2.13 20% 0.237 CMC 9.82% 0.868 3,541 1,377 2.57 20% 0.284 CHEWA 10.95% 0.995 2,544 1,368 1.86 20% 0.400 ESTAR 10.62% 0.958 1,580 3,315 0.48 20% 0.694 EVER 12.45% 1.163 5,800 1,593 3.64 20% 0.297 JSP 9.88% 0.875 2,264 1,554 1.46 20% 0.404 LALIN 8.21% 0.688 3,249 9,342 0.35 20% 0.538 LPN 10.18% 0.908 6,787 7,344 0.92 20% 0.522 MJD 7.24% 0.579 11,175 1,540 7.26 20% 0.085 MK 7.76% 0.637 10,515 3,383 3.11 20% 0.183 NCH 8.28% 0.696 671 2,092 0.32 20% 0.554 NOBLE 8.45% 0.715 9,610 10,408 0.92 20% 0.411 PRIN 7.25% 0.58 3,234 2,830 1.14 20% 0.303 RML 9.37% 0.818 3,765 4,214 0.89 20% 0.477 SAMCO 8.08% 0.673 2,081 1,187 1.75 20% 0.280 SENA 10.00% 0.888 7,740 5,916 1.31 20% 0.434 UV 12.44% 1.162 5,345 7,571 0.71 20% 0.743
Median 8.91% 0.767 1.38 0.402
Source: Bloomberg as of June 1, 2021, which is one day prior to the Offeror’s announcement of the intention to make a Tender Offer (Form 247-3) Remarks:1/ Levered Beta is a coefficient that takes into account the effects of the Company's liabilities. 2/ Unlevered Beta = Levered Beta / {1 + ((1- Marginal Tax Rate) * D/E)}
3/ Based on the formula: using or levered beta of each respective company but using and from Cost of Equity: (K ) above
I V Global Securities Public Company Limited Part 2 Page 28 Opinion Report of the Advisor of Shareholders on the Tender Offer Nirvana Daii Public Company Limited
The following tables provide projected cash flows of the Company.
Table 2-23: Projected Cash inflows of the Company 9M20211/ 2022 2023 2024 2025 2026 2027 Real estate development business & home-building B01 Nirvana Beyond Rama 2 297.51 686.74 669.25 125.44 - - - B02 Nirvana Beyond Srinakarin 35.03 ------B03 Nirvana BeyondKasetnawamin Phase 1 ------B04 Nirvana BeyondKasetnawamin Phase 2 24.66 ------B05 Nirvana Beyond@ Beach Pattaya 29.53 106.14 121.48 52.94 0.35 - - B06 Nirvana Icon Pinklao2/ 72.58 171.89 17.16 - - - - B07 Nirvana Beyond Udonthani2/ 8.53 155.06 198.54 208.37 88.59 - - B08 Nirvana BeyondBangna @ U Park 2/ 105.38 246.69 87.30 - - - - B09 The Tara Ramintra 18.18 18.03 - - - - - B10 Nirvana Element Bangna 178.53 385.37 386.58 395.50 385.37 214.90 - B11 Nirvana @ Work Ramintra 71.16 ------B12 Nirvana @ WorkLadprao-Kasetnawamin 117.30 282.41 - - - - - B13 Nirvana DefineSrinakarin-Rama 9 241.65 480.60 9.26 - - - - B14 Cover Onnut 6.17 ------B15 Cluster Ramkhamhaeng 11.92 33.48 - - - - - Banyan Tree Residences Riverside B16 Bangkok 929.14 945.59 945.59 239.02 - - - B17 The Most Issaraphap 508.95 ------B18 Nirvana BeyondRama 9- KrungthepKreetha 120.89 488.85 261.16 217.58 167.25 80.17 0.29 Total real estate development business 2,497.43 3,716.24 2,411.70 1,166.92 641.57 295.07 0.29 & home-building Sales of construction materials 19.05 25.00 25.10 25.20 25.30 25.40 25.50 Other revenues 35.41 55.77 56.00 56.22 56.45 56.67 56.90 Source: Analyzed by the Advisor of Shareholders Remarks: 1/ 9M2021 refers to the last three quarters of 2021. 2/ Turnkey Project that co-investing with the land owners, the Company recognize home-building business under this projects
Table 2-23: Projected Cash outflows and net cash flows of the Company
9M20211/ 2022 2023 2024 2025 2026 2027
Real estate development business & home-building B01 Nirvana Beyond Rama 2 (112.68) (178.61) (172.76) (109.46) (36.62) - - B02 Nirvana Beyond Srinakarin (2.21) ------B03 Nirvana BeyondKasetnawamin Phase 1 ------B04 Nirvana BeyondKasetnawamin Phase 2 (0.94) ------B05 Nirvana Beyond@ Beach Pattaya (12.89) (46.16) (46.16) (33.11) - - - B06 Nirvana Icon Pinklao2/ (22.68) (42.21) (17.29) - - - - B07 Nirvana Beyond Udonthani2/ (1.67) (75.04) (75.84) (77.69) (58.24) (8.78) - B08 Nirvana BeyondBangna @ U Park 2/ (72.77) (120.90) (83.52) - - - - B09 The Tara Ramintra (2.21) (1.44) - - - - - B10 Nirvana Element Bangna (134.27) (195.50) (180.15) (188.40) (79.88) (18.73) - B11 Nirvana @ Work Ramintra (18.53) ------B12 Nirvana @ WorkLadprao-Kasetnawamin (16.12) (25.85) - - - - - B13 Nirvana DefineSrinakarin-Rama 9 (37.53) (68.93) (0.87) - - - - B14 Cover Onnut (0.64) ------B15 Cluster Ramkhamhaeng (0.49) (1.46) - - - - - B16 Banyan Tree Residences Riverside (65.45) (80.16) (80.16) (17.72) 0.00 0.00 - B17 The Most Issaraphap (77.95) (7.74) B18 Nirvana BeyondRama 9- KrungthepKreetha (52.76) (123.26) (93.21) (83.34) (77.21) (63.19) (0.02) Total real estate development business (631.79) (967.26) (749.96) (509.73) (251.94) (90.70) (0.02) & home-building
Sales of construction materials (14.29) (18.75) (18.83) (18.90) (18.98) (19.05) (19.13)
Administrative Expenses (237.74) (309.51) (317.87) (327.30) (337.02) (347.05) (357.39)
Depreciation & Amortization Exp 74.00 98.67 101.83 105.08 108.45 111.92 115.50 (2,812.86 Free Cash Flow to Firm (FCFF) 3/ 1,742.07 2,600.16 1,507.97 497.50 223.82 32.26 ) Source: Analyzed by the Advisor of Shareholders Remarks: 1/ 9M2021 refers to the last three quarters of 2021. 2/ Turnkey Project that co-investing with the land owners, the Company recognizes home-building business under these projects 3/ The free cash flows at the terminal year include terminal value.
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Calculation of present value of free cash flows is based on the use of the cash flow projections discounted on a discount rate to calculate the present value of the total current free cash flows, which can be summarized as follows:
Table 2-25: Equity Valuation of The Acquired Asset by DCF approach Detail THB million
Fair Valuation of Cash Flows or Enterprise Value - ---- Base Value 4,004.04
Remark: 1/ Discount rate at 6.78%
Sensitivity Analysis As the financial costs are significant assumptions to the Company, the Advisor of Shareholders has conducted a sensitivity analysis of the fair value valuation from the base case. In this regard, the Advisor of Shareholders has an opinion that if WACC has been increased or decreased by 5% or between 6.44% and 7.12%, this can cover the range of impacts mentioned above. The Advisor to Shareholders is of the opinion that an adjustment of WACC by +/-5% is sufficient for the sensitivity analysis. In the calculation of WACC in the Base Case, the Company has opted to use the interest rate on the loan, which is the main source of finance cost of the Company, at the current highest rate (as of March 31, 2021) of the Company at 5.78% (based on the conservative basis), and this also reflects the 1- year-9-month THB 1,000 million debenture, at the fixed rate of 6.70% per annum issued in June 2021. Moreover, the interest rate is very high compared to the historical interest rate. If the range for sensitivity analysis were to be wider, the resulting fair value range will be even broader, i.e. the minimum and maximum value obtained from the valuation will be far apart. This may not be suitable in giving an opinion on the suitability of the Tender Offer Price under the Tender Offer when a single number is being considered. However, in this sensitivity analysis, the Advisor of Shareholders Advisor does not include the long-term growth at the terminal value for the key cash flows, as the preparation of cash flow projections of the real estate development and home construction businesses, which are the main income of the business (97% of total revenues in 2020 and 3 months of 2021) does not include the long-term growth rate in the projection. According to the sensitivity analysis, the Advisor of Shareholders summarized the fair value aforementioned as follows:
Table 2-26: Sensitivity analysis of the fair value of the Company to changes in WACC Weighted Average Cost of Capital )
7.12% 6.78% 6.44%
Unit: THB million Lowest Base Value Highest
Fair Value of the Company – Base Case 3,566.86 4,004.04 4,145.99
Remark: WACC increases or decreases by 5% or between 6.44% and 7.12%, this can cover the range of impacts mentioned above
2.5.2 Vacant Land, Land with Construction, and Land Held for Development
Table 2-27: The appraised assets by Independent Property Appraisers
Appraisal Book Value as of Appraised No. Appraised Assets Appendix Method 31 MAR 2021 Value 1/ THB million THB million 1. Vacant Land plot of 4-1-98.2 rais Market A01 416.21 422.60 Bangrakyai, BangBua Thong, Nonthaburi Approach 2. Two plots of the vacant Land plot of 110-3-66.8 rais Market A02 1,239.25 1,402.01 Next to Srinakarin-Rom Klao Road, Saphan Sung, Saphan Approach Sung, Bangkok 3. Land with some construction Cost Approach A03 527.16 519.20
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Appraisal Book Value as of Appraised No. Appraised Assets Appendix Method 31 MAR 2021 Value 1/ THB million THB million Project Nirvana Collection Next to Srinakarin-Rom Klao Road (Krungthep-Kreetha Road), Bangkok 4. Vacant Land plot of 6-0-21.5 rais Market A04 178.86 101.70 Rachathewa, BangPhli, SamutPrakan Approach 5. Two groups of vacant land Plots Market A05 1,133.28 1,874.80 Next to Srinakarin-Rom Klao Road, Bangkok Approach 6. Vacant Land plot of 21-0-65.9 rais Market A06 368.82 510.03 SoiSukontasawat 19, Bangkok Approach 7. Vacant Land plot of 3-2-90.7 rais Market A07 305.29 342.86 Prachachuen Road, Bangkok Approach 8. Vacant Land plot of 7-3-50.30 rais Market C01 854.49 913.60 Rattanathibet, Bang KrasoNonthaburi Approach
TOTAL 5,054.43 6,086.80 Source: Analyzed by the Advisor of Shareholders Remarks: 1/ Details of each project are disclosed in Appendix A and C
2.5.3 Summary of Valuation of the Company’s Shares Based on Discounted Cash Flow Approach (DCF)
The Advisor of Shareholders has appraised the share value of each company in the Company’s Group and then, combined in proportion to the Company's shareholding (Sum-of-the-Parts). Details are as follows:
Table 2-28: Calculation of the share value of NVD No Assets Abbr. Valuation Details of Value(THB Million) in Approach Valuation (Except Value Per Share) Appendix 1/ According to the Min - Base Case - Max Calculation in 1 Projects that have already been B01 - B18 DCF launched for sales Table 3,566.86 - 4,004.04 - 4,145.99 2-23 and 24 2 Product Sales Business and DCF Other Revenue
3 Vacant land to support the development A01-A07, ABV, Table 2-27 6,086.80 - 6,086.80 - 6,086.80 of new projects C01 FV
Total Enterprise Value 9,653.66 - 10,090.96 - 10,232.79
Less: Net interest-bearing debts of the last installment as of March 31, 2021 2/ (5,664.48) - (5,664.48) - (5,664.48)
Total Equity Value 3,989.18 - 4,426.48 - 4,568.31
Total issued and paid-up shares of NVD(Million Shares) 1,380.60 - 1,380.60 - 1,380.60
Value of NVD's share (THB /Share) 2.89 - 3.21 - 3.31 Source: Analyzed by the Advisor of Shareholders Remarks:1/ABV refers to the Adjusted Book Value Approach FV refers to the Fair Valuation Approach by the Independent Property Appraisers DCF refers to the Discounted Cash Flow Approach 2/Information from the financial statements as of March 31, 2021, reviewed by PricewaterhouseCoopers ABAS Limited, deducted by net liabilities of non-controlling interests. The above-mentioned interest bearings debts consist of bank overdrafts and short-term loans from financial institutions amounting to THB 2,131.10 million, the portion of long- term loans from financial institutions due within one year of THB 1,035.59 million, long-term loans from financial institutions amounting to THB 2,300.45 million and long-term debentures of THB 990.80 million, and deducted.
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cash and cash equivalents of THB 126.33 million, bank deposits of THB 23.77 million, and non-controlling liabilities of THB 643.37 million.
According to the Sum-of-the-Parts valuation approach, the Company’s share value in the Base Case is equal to THB 3.21 per share, which is higher than the tender offer price of THB 2.52 by THB 0.69, or 27.2%. The minimum maximum values are equal to THB 2.89 - 3.31 per share, which are higher than the tender offer price of THB 2.52, at THB 0.37 - 0.79 or higher than the tender offer price of 14.7% - 31.3%, respectively. In this regard, the share price valuation by this approach is prepared based on the information and assumptions received from the Company and from interviews with the management as well as relevant staff to estimate the fair value of the Company's ordinary shares to compare with the tender offer price under the current economic conditions and situations. Therefore, any changes in the Company's business plans and policies or changes in the economic environment creating significant differences from the Company's current business operations or the projection and defined variables may cause the projection conducted under the above assumptions to change significantly and may affect the share value of the Company calculated from this valuation as well.
2.6 Summary of the Appraisal of Fair Price Range of the Company’s Shares
Table of comparison between the Company’s share value according to different valuation approaches and the tender offer price of NVD can be summarized as follows: Table 2-29: Summary of the range of fair valuation of NVD Valuation Method Fair Value Higher(lower) than Appropriateness of Tender Offer Price valuation approach (THB / share) (THB / share)
1) Book Value approach 3.26 (0.74) Inappropriate
2) Adjusted Book Value approach 4.07 1.55 Appropriate
3) Market Value Approach 2.29 - 2.57 (0.23) 0.05 Inappropriate
4) Market Comparable Approach
4.1) Price to book value ratio (P/BV) 1.53 - 2.25 (0.99) - (0.27) Inappropriate
4.2) Price to earnings ratio (P/E) N/A - N/A N/A - N/A Cannot be calculated
4.3) Price to sales ratio (P/S) 1.75 - 2.27 (0.77) - (0.25) Inappropriate
5) Discounted Cash Flow (DCF) Base Case 3.21 0.69 Appropriate
Sensitivity Analysis 2.89 - 3.31 0.37 - 0.79 Appropriate Source: Analysis by the Advisor of Shareholders Remark: 1/ The tender offer price for NVD shares is THB 2.52 per share. N/A Non-applicable
According to Table 2-29 above, the value of the Company's shares appraised by using various valuation approaches is in the range of THB 1.53 - 4.07 per share. There are both advantages and disadvantages from using each valuation approach to reflect the Company’s fair price as follow: 1) Book Value Approach This approach reflects operating performance, financial status, and recorded asset value of the Company at a particular time by considering the past performance. However, this approach does not take into account the actual asset value and profitability of the Company in the future, as well as the overall economic and industry outlook. Therefore, the Advisor of Shareholders has an opinion that this valuation approach is not appropriate to evaluate the fair value of the Company's ordinary shares because it cannot reflect the intrinsic value of the Company's shares. 2) Adjusted Book Value Approach This approach has adjusted accounting items to reflect the current market value of assets rather than the book value approach. The adjusted book value approach can reflect the market value of the
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Company’s assets such as vacant land, land with premises since the value of such assets has been adjusted with the new appraisal value to be the market price or fair price. For other assets that have not been assessed, most are financial assets and recognized at actual value, such as cash, loans to others, right-of-use assets and trade receivables, and other receivables in which the allowance for doubtful accounts had already been made following the Company’s accounting policy, etc. Therefore, the above assets had a book value close to the fair value. Besides, the adjusted book value approach has also adjusted items that significantly affect the Company’s financial status in which the aforementioned items shall cause the Company’s asset value to be reflected by the market price and also take into account the impact on the financial position of the Company properly. Therefore, the valuation of the Company’s shares by this approach is appropriate for the Company's shares valuation. 3) Volume Weighted Average Price Approach The valuation of the Company's share by the volume-weighted average price approach is based on the market price, a mechanism that is determined by demand and supply of investors towards the Company's shares which can reflect the share's value at that time, as well as reflect fundamentals and demand of general investors to the Company’s potential and growth in the future relatively well. According to Figure 2-1, it is shown that the trading volume of NVD’s shares was exceedingly high on 3 occasions: February 24, 2021, April 2, 2021, and June 1, 2021. These were the dates when the Tender Offeror acquired NVD’s shares from Mrs. Wattana Somwattana in the amount of 105 million, 33.06 million, and 207.09 million shares respectively (or equivalent to 7.61% 2.39%, and 15.00% of the registered and issued shares). The acquired price was THB 2.52 per share. The turnover ratio on these three occasions was 8.33% of the total registered shares. The shares of the Company have low liquidity. NVD share price for the past 360 working days, it can be seen that from December 2, 2019 – June 1, 2021, the trading volume of the Company's shares is relatively low at 0.19% of the Company's total shares. Therefore, it cannot reflect the true price of the Company's ordinary shares as the historical traded volume did not normalized demand and supply but simply distorted by the transactions of the Tender Offeror and one of the major shareholders. 4) Market Comparable Approach 4.1) Price to Book Value Approach (P/BV Ratio) This approach takes into account the financial position at any given period by comparing with the average ratio of those comparable companies to compare market prices. However, this approach is only a valuation of the Company’s book value which does not take into account the ability to operate the Company in the future. Therefore, the value from this approach may not reflect the Company’s intrinsic value. As a result, this approach may not reflect the appropriate value of the Company.
4.2) Price to Earnings Ratio Approach (P/E Ratio) This approach uses earnings per share for the past twelve months ended March 31, 2021, which was the Company's historical data to compare with the price to earnings per share ratio of 18 listed companies on the SET or mai which operate real estate businesses. However, the Company has operating losses during the past 12 months; as a result, the price-to-earnings ratio cannot be calculated. Therefore, the Advisor of Shareholders is unable to appraise the Company’s share value by this approach.
4.3) Price to Sale Ratio Approach (P/S Ratio) This approach uses total revenue per share for the past twelve months ended March 31, 2021, which was the Company's historical data to compare with the price to sales per share ratio of 18 listed companies on the SET or mai which operate real estate businesses. However, there are some limitations such as differences between comparable companies both in terms of the revenue recognition policy, product category, revenue proportion, target customers business size and market capitalization, etc. Therefore, the Advisor of Shareholders has an opinion that this approach is not appropriate for the valuation of the Company's ordinary shares. 5) Discounted Cash Flow Approach (DCF) This approach shall analyze past performance as well as reflect the Company's ability to generate cash flows and future performance by considering various factors that affect the Company’s operations such as policies and operation plans, competitiveness, revenue structure, etc. The assumptions used in the preparation of the projection are based on the analysis of past performance
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information, in conjunction with the Company’s future business plan from the management’s perspective. Therefore, the Advisor of Shareholders has an opinion that this approach is appropriate for the valuation of the Company's ordinary shares. Discounted Cash Flow Approach is a calculation of future cash flows from a financial projection based on various assumptions received from the Company and defined under the current economic conditions and situations. However, if any changes in the future significantly affect the aforementioned assumptions, the Company's future performance may not be as expected or variables used in the valuation may change and result in changes in the value of ordinary shares appraised by this approach as well.
According to the above information, the Advisor of Shareholders has an opinion that the Company’s fair value should be based on the appraisal by using the adjusted book value approach. The Advisor to Shareholder is of the opinion that this approach is appropriate to value NVD’s shares for most of the income-generating assets of the Company are “Inventories”, “Cost of property development” and “Land held for development”. The book value of the aforementioned was THB 10,243.21 of 83.06% of total assets, and the discounted cash flow approach: The Advisor the Shareholders is of the opinion that this approach is appropriate to value NVD’s shares as this approach shall analyze past performance as well as reflect the Company’s ability to generate cash flows and future performance by considering various factors that the Company’s operations from the management’s view. The fair value of NVD calculated from the adjusted book value approach is THB 4.07 per share, which is higher than the tender offer price of THB 2.52 per share at THB 1.55 per share or higher than the tender offer price of 61.5%. Meanwhile, the fair value of NVD calculated from the discounted cash flow approach in the Base Case is equal to THB 3.21 per share, which is THB 0.69 per share higher than the tender offer price of THB 2.52 per share, or higher than the tender offer price of 27.2%. Moreover, the Advisor of Shareholders has conducted a sensitivity analysis which provided the fair price range between THB 2.89 - 3.31 per share, which are higher than the tender offer price of THB 2.52 per share, equal to THB 0.37 - 0.79 per share, or higher than the tender offer price of 14.7% - 31.3% percent. According to the price range calculated from the adjusted book value approach and the discounted cash flow approach by the Advisor of Shareholders, the fair value of NVD shares is in the range of THB 2.89 - 4.07 per share. The tender offer price of THB 2.52 per share is not in the aforementioned fair price range in which the lowest and highest price of the fair price range is higher than the tender offer price of THB 0.37 - 1.55 per share or higher than the tender offer price of 14.7% - 61.5%. In conclusion, the Advisor of Shareholders has an opinion that this tender offer price of THB 2.52 per share is inappropriate.
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Part 3: Rationales to accept and/or Reject the Tender Offer
The Advisor to Shareholders has considered the Tender Offer (Form 274-4) and other related information and has the opinions toward the Shareholders as follows:
3.1 Tender Offer Price of the Ordinary Share
The Advisor to Shareholders views that the fair value of NVD’s share price is in the range of THB 2.89 – 4.07 per share, which is higher than the tender offer price of THB 2.52 by THB 0.37 – 1.55 per share, or 14.7% - 61.5% higher than the tender offer price. Therefore, the tender offer price of NVD’s shares of THB 2.52 per share is considered inappropriate. However, the market price of the Company’s shares is close to the tender offer price, and the daily trading volume of the Company’s shares is relatively low. Therefore, shareholders should consider these factors before making any decision.
3.2 Sources of funds for the Offeror
In making this Tender Offer, the Offeror will offer to purchase all remaining ordinary shares of the Company (excluding the 345,150,000 ordinary shares held by the Offeror and 707,217,919 ordinary shares held by Group of Undertaking Shareholders) in the amount of 328,232,059 ordinary shares representing 23.77% of the total issued and paid-up shares of the Company and 23.77% of the total voting rights of the Company. If all shareholders express their intention to sell the remaining 328,232,059 ordinary shares of the Company under this tender offer at the tender offer price of THB 2.52 per share or equivalent to THB 827,144,788.68 (Eight Hundred Twenty Seven Million One Hundred Forty-Four Thousand Seven Hundred Eighty-Eight Thai Baht and Sixty-Eight Satang). The source of funds for the Tender Offer that the Offeror received is a credit facility line of THB 850,000,000 granted by Bangkok Bank Public Company Limited (“BBL”), which is sufficient to cover the settlement of all tendered shares in NVD. Sources of financing the repayment of the loan and accrued interest consist of: (i) the Offeror’s funds and (ii) dividends to be paid by the Company in the future according to its policy that all shareholders are entitled to dividend payment at a minimum of 40% of the Company’s net income recorded in the consolidated financial statements. The credit facility granted by BBL to the Offeror in respect of the Tender Offer is not subject to any requirements or obligations defined in the relevant credit facility agreement which apply to the Company as specified in Form 247-4. The Advisor to Shareholders has considered the sources of funds used in making the tender offer and found that as of the submission date of the tender offer the Tender Offeror has sufficient sources of funds for this tender offer.
3.3 Other Considerations
3.3.1. Liquidity of NVD’s Stock after the Tender Offer and Free Float to Minority Shareholders
On March 10, 2021, the Company’s minority shareholders are aggregated of 1,105 investors which accounts for 24.67% of the Company’s issued and paid-up shares. To maintain the listed status in the SET, the Company has to comply with the regulatory requirement that the Company requires at least 150 minority shareholders with an aggregated shareholding not less than 15 percent of the Company’s total paid-up shares. Therefore, after the Tender Offer period, should many retail investors be accepting the Tender Offer, it may affect the listing status of the Company. Moreover, the free float size, which excludes the controlling shareholders, will be decreased. The liquidity of the securities will also be decreased which will affect the minority shareholder in trading their securities after the Tender Offer period. Nevertheless, the risk will be minimized if there were only a few minority shareholders accepting the Tender Offer. The Advisor to Shareholders is of the opinion that the shareholders who are not able to bear the liquid risk of these securities should consider accepting this Tender Offer.
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3.3.2. Ability to Accumulate Votes for Check and Balance
As of the date of submission of the tender offer, the Offeror holds 345,150,000 shares of the Company or 25.00% of the total issued and paid-up shares of the Company. If all shareholders (except the Dissenting Shareholders) accept the Tender Offer for an aggregate of 328,232,059 shares, equal to 23.77% of the total issued and paid-up shares of the Company. Accordingly, after this tender offer, the Offeror will hold a total of 673,382,059 shares, representing 48.77% of the total issued and paid-up shares of the Company, which does not exceed 50.00% of the total issued shares of the Company. Therefore, the Offeror would not be able to control the Company’s business operation and control over the outcome of the Company’s shareholder meetings in resolutions such as financial statement approval, dividend payment, the appointment of directors, and appointment of auditors, etc. or any other agendas which require a simple majority of more than half of total votes. In this regard, the group of major shareholders of the Company remains the same family which consists of Mrs. Wattana Somwattana and Mr. Sornsak Somwattana and Person under Section 258.
Table 3-1: Shareholding Structure after the completion of the Tender Offer if all shareholders accept the Tender Offer (except the Dissenting Shareholders) No. Name No. of shares Percentage to total shares The Offeror 1. Mr. Chatchai Piyasombatkul 673,382,059 48.77% Group of Undertaking Shareholders 2. Mrs. Wattana Somwattana1/ 340,661,776 24.67% 3. Mr. Sornsak Somwattana1/ 363,444,333 26.33% 4. Mrs. Jutamas Somwattana2/ 3,111,810 0.23% Total shares of Group of Undertaking Shareholders 707,217,919 51.23% Total shares of the Company 1,380,599,978 100.00% Remarks: 1/ Mrs. Wattana Somwattana and Mr. Sornsak Somwattana are considered to be acting in concert under the Securities and Exchange Act 2/ Mr. Sornsak Somwattana’s spouse
3.3.3. Decrease in the shareholding of the former major shareholder from the exercise of the CALL OPTION by the Offeror
Reference to a share purchase agreement (“SPA”) dated April 2, 2021, between the Offeror (as the “Buyer”) and Mrs. Wattana Somwattana and Mr. Sornsak Somwattana (collectively as the “Seller”) as specified in Form 247-4, there is an important condition which is that During or after the completion of the Tender Offer, the Purchaser has the right (not an obligation) (Call Option) to call the Sellers to (fully or partially) sell a total of up to 96,641,993 shares, equal to up to 7.00% of the total issued and paid-up shares of NVD (“Third Tranche of Purchased Shares”) to the Purchaser or a person designated by the Purchaser at any time within August 31, 2021. However, as at the time the Purchaser wishes to exercise his rights to purchase the Third Tranche of Purchased Shares, the total number of shares must not exceed 32.00% to total ordinary shares with the shares already held by the Purchaser or shares to be purchased during the tender offer. However, the Offeror has no intention to exercise such call option during the Tender Offer. Therefore, from the above conditions, the Advisor to Shareholders is of the opinion that the proportion of shares of the Company that the Offeror wishes to hold is not less than 32.00% of the total issued and paid-up shares of the Company. However, as of the date of submission of the Tender Offer, the Offeror holds 345,150,000 shares of the Company, representing 25.00% of the total issued and paid- up shares of the Company. Thus, in making this Tender Offer, if no shareholder accepts the Tender Offer or accepts the Tender Offer in a very small proportion, the Offeror should exercise CALL OPTION according to the SPA. This may result in the group of major shareholders of the Company, namely the group of Mrs. Wattana Somwattana and Mr. Sornsak Somwattana, and persons under Section 258 (collectively known as the “Somwattana Group”), holding less than 50.00% of the total issued shares of the Company. Therefore, Somwattana Group would not be able to control the Company’s business operation and control over the outcome of the Company’s shareholder meetings in resolutions such as
I V Global Securities Public Company Limited Part 3 Page 36 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited financial statement approval, dividend payment, the appointment of directors, and appointment of auditors, etc. or any other agendas which require a simple majority of more than half of total votes.
Table 3-2: Shareholding Structure after the completion of the Tender Offer if no shareholders of the Company accepts the Tender Offer and the Offeror exercises the CALL OPTION in full Name1/ Before exercising After exercising CALL OPTION CALL OPTION No. of shares Percentage to No. of shares Percentage to total shares total shares 1. Group of current major shareholders of 707,754,124 51.26% 611,112,131 44.26% the Company (Mrs. Wattana Somwattana and Mr. Sornsak Somwattana and Person under Section 2582/)
2. The Offeror 345,150,000 25.00% 441,791,993 32.00%
3. Other Shareholders 327,695,854 23.74% 327,695,854 23.74%
Total 1,380,599,978 100.00% 1,380,599,978 100.00% Remarks: 1/ Based on information from the latest list of shareholders of the Company as of May 31, 2021 2/ Person under Section 258 consists of Mrs. Jutamas Somwattana and INSIGHTS MIND INC.
In addition, while the shareholding of Somwattana Group decreased to 44.26% of the total issued and paid-up shares of the Company, the shareholding proportion of the Offeror increased to 32.00 percent of the total issued and paid-up shares of the Company, which is close to the shareholding of the Somwattana Group. This will lead to a more check and balance in business administration of the Company.
I V Global Securities Public Company Limited Part 3 Page 37 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited
Part 4: Benefits or Impacts from Business Plan and Policies Disclosed in the Tender Offer Document
The Advisor to Shareholders considers the business plan and policies as disclosed by the Offeror in the Tender Offer Document (Form 247-4), together with other relevant information from the interview with the Company’s Directors and other related documents. The opinions of the benefits or impacts from the business plan and policies are as follow:
4.1 Summary of policy and plan on business management after the Tender Offer
4.1.1 Business Status
According to the Tender Offer Document (Form 247-4), after the completion of the Tender Offer, the Offeror does not have an intention to delist the Company from the Stock Exchange of Thailand (SET) during the 12 months from the completion date of Offer Period, except in the case that the Offeror is required to comply with applicable laws, rules and regulations effective at that time. The Advisor to Shareholders is of the opinion that the Company shall continue to be a listed company in the Stock Exchange of Thailand, as well as the Company and the Company’s shareholders shall not be affected by the change of listed company status or the delisting of the Company caused by the Tender Offeror in any way during 12 months from the end of the tender offer period unless the Tender Offeror has to perform under relevant laws, rules and regulations in effect at that time. However, the Company may be at risk of maintaining its status as a listed company on the SET if the Company’s shareholders accept the tender offer in large numbers until after the tender offer period, the Company has a minority shareholding proportion below the criteria for maintaining status as a listed company on the SET in a subject of the distribution of shareholding of minority shareholders (Free-Float). In that subject, it requires the Company to have at least 150 minority shareholders and such minority shareholders must hold shares in a total amount of not less than 15% of the Company's paid-up capital. However, if the Company has not yet taken action to resolve the distribution of shareholding of minority shareholders (Free-Float), the Company shall be obliged to pay an additional annual fee to the SET. In this regard, the SET has established guidelines for dealing with listed companies with incomplete free floats by introducing additional annual fee measures charged to listed companies with incomplete free floats for the second year or more until such listed company can resolve the matter in which the incremental fee rate shall depend on the period and the number of distribution of minority shareholders that the listed company has not been able to comply with the criteria (Source: www.set.or.th).
4.1.2 Policies and plans of business operations
1) Objective of the Company
According to the Tender Offer Document (Form 247-4), the Offeror has no plan or policy to materially change the core objectives of the Business and its subsidiaries during the next 12 months period after the end of the Offer Period, except in the case that the Offeror is required to comply with applicable laws, rules and regulations or to ensure that NVD’s and its subsidiaries’ qualifications adhere to all applicable laws. The Advisor to Shareholders is of the opinion that the Company shall not be affected by business operation policies and plans specified by the Tender Offeror in the Tender Offer for Securities (Form 247- 4) as the Offeror does not have any plan or policy to materially change the business objectives of the Company within 12 months from the end of the tender offer period. If the Tender Offeror changes in business and operation policies, sales and marketing plans, financial structure, or other necessary policies of the Company in any material aspect that differ from those stated in the tender offer within 12 months from the end of the tender offer period, the Tender Offeror must request the Company to seek approval at the shareholders' meeting of the Company prior to such action with a vote of not less than three-fourth of the total number of votes of shareholders who attend the meeting and have the right to vote, as well as notified the SEC before proceeding.
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2) Organization Structure
As specified in Form 247-4
Board of Directors of the Company After the completion of the Tender Offer, the Offeror wishes to nominate himself and/or his representative to have two seats on the board of directors. In doing so, the Offeror will propose the nomination of qualified candidates for consideration only. The appointment of the proposed candidates is subject to the approval of the Remuneration and Nomination Committee, the board meeting, and/or the shareholders’ meeting. The above procedure shall comply with the Business’s articles of association and the provisions of the Public Limited Companies Act, B.E. 2535, the Securities and Exchange Act, B.E. 2535, and other applicable rules and regulations. Organization Structure After the completion of the Tender Offer, the Offeror has no intention to change the organization structure and management or to downsize the workforce of the Business. However, if necessary, the Offeror may propose an appropriate change in the organization structure, mainly taking into account the Business’s benefits and interests. In any circumstances, the proposed change must stick to applicable rules and regulations. In addition, the Offeror may exercise his right to nominate a qualified candidate to be elected as Chief Financial officer of NVD as long as the Offeror is holding a significant number of shares in NVD according to the SPA. However, if NVD’s board of directors has opinion that the nominated person is not appropriate, the Offeror has to further nominate another candidate for the position.
The Advisor to Shareholders is of the opinion that the Company shall not be affected by any change in the organization structure, the management, or reduction in the number of employees of the Company. However, the Offeror's intention to nominate himself and/or his representative to take up two positions as the Company's director, which considered a normal practice for significant acquisitions of the Company's shares. Currently, the Company has a total of 9 directors, comprising 6 directors and 3 independent directors. Thus, 2 representative directors of the Offeror represent 33.33% of the number of directors of the Company (excluding independent directors) and account for 22.22% of the total number of the Company’s directors. Therefore, the Advisor to Shareholders has an opinion that the Offeror does not have the power to control the resolution of the Board of Directors meeting which requires a majority of votes with the representative of the Offeror who still holds less than half of the structure of the Board of Directors. Therefore, the Offeror does not have the power to control the resolution of the Board of Directors’ meeting which requires majority votes as representatives of the Offeror still account for less than half of the Board of Directors of the Company. Besides, there are independent directors, whose qualifications are compliant with those specified in the rule and regulation of the SEC, within the Board of Director structure for checks and balances of power. Moreover, the Company may change its Chief Financial Officer (CFO) if the Offeror considers exercising the nomination right as specified in the SPA. However, the Advisor to shareholders is of the opinion that if there are any change of directors and CFO, the Company's board of directors must proceed under the relevant rules, the Company policy, the resolution from the Board of Director’s meeting, and/or the resolution from the shareholder’s meeting with regard of the long-term interest of the Company, the qualification of the directors and executives, and based on the Company Affidavit and/or relevant rules and regulation, as well as the principle under good corporate governance.
3) Financial Structure
The Advisor to Shareholders is of the opinion that as the Offeror has not specified a clear financial restructuring in the Tender Offer, the Company will not be affected by the financial restructuring from this Tender Offer.
4) Plan to acquire and dispose of assets of the Business and subsidiaries.
According to the Tender Offer Document (Form 247-4), within 12 months after the expiry of the Offer Period, the Offeror has no plan to dispose of and/or acquire any material assets of the business that does not conform to the Business’s normal investment plan. However, if the Offeror needs to proceed with any material change that is different from what was originally stated in the Tender Offer, the Offeror shall seek approval from the board of directors and/or
I V Global Securities Public Company Limited Part 4 Page 39 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited the shareholders or any approval as required by applicable laws, rules and regulations effective at the time. The Advisor to Shareholders is of the opinion that the Offeror has no material changes in the Company’s policies and plans. As a result, during 12 months after the end of the offer period, the Offeror would not make any material disposal of core assets of the Business or its subsidiaries, except in the case of an acquisition or disposal of assets in the ordinary course of the business operation. However, if the Offeror causes the Company to acquire or dispose of significant assets of the Company, the Tender Offeror and the Company must comply with relevant laws. If the aforementioned law requires such action must be approved by the shareholders' meeting, the Company’s shareholders can also exercise their voting rights to approve or disapprove of such action.
5) Dividend Policy
According to the Tender Offer Document (Form 247-4), within 12 months after the expiry of the Offer Period, the Offeror has no plan to significantly change NVD’s dividend policy, which currently applies the pay-out rate of at least 40% of net profit recorded in the consolidated financial statements. In any circumstances, dividend payment shall always comply with laws and the Business’s articles of association. Nevertheless, if necessary, the actual pay-out rate may be lower than the policy rate or the dividend payment may be suspended, depending on the Business’s cash flow, investment plan, business expansion plan, and other requirements in the future. However, if necessary or if there is any other necessary change, the Offeror may consider and propose revising the dividend policy of the Business in the future to reflect its operating and financial condition or to strengthen its competitiveness in the future. The Advisor to Shareholders is of the opinion that the Company's shareholders shall not be impacted on dividend payment since the Tender Offeror does not have any plan to change the Company's dividend payment policy within 12 months from the end of the tender offer period. However, if there is any material change, the Company must be approved by the shareholders' meeting before entering into the transaction to comply with the Company's Articles of Association and relevant regulations. The Company currently has the policy to pay dividends at the rate of not less than 40% of the net profit of the consolidated financial statements. In this regard, the dividend payment ratio may be changed depending on the Company’s operating results and operating status, the Company's liquidity, business expansion, and other factors related to the Company’s operation. During the previous three years, details of the Company’s dividends paid to the Company's shareholders are as follows: Table 4-1: The Company’s dividend payout for the past 3 years Operating period of 2018 - 2020, but dividend payment between 2019 - 2021) Operating Period 2018 2018 2020 Dividend Paid per share (THB / Share) 0.19 0.04 - Total dividend for ordinary shares of the Company of (THB) 262,313,996 55,223,999 - 1,380,599,978 shares Net Profit (Loss) – Consolidated financial statement (THB) 276,884,205 28,430,234 (51,042,966) attributable to owners of the parent Dividend payout ratio to net profit (Percentage) 97.74% 194.24% 1/ - Sources: Form 56-1 of the Company and the Stock Exchange of Thailand Remarks: 1/ Paid from the operating period January 1 – December 31, 2019, and retained earnings
Besides, the Offeror stated in the Tender Offer (form 247-4) that the source of funds that the Offeror will use to pay off the loan and interest under the credit facility line from Bangkok Bank Public Company Limited, will part from the Company’s dividend in the future. However, dividends must be paid following the dividend payment policy and requirements set forth by the Company and must comply with the laws and regulations of the Company. Moreover, it must also be approved by the board of directors of the Company and/or the shareholders' meeting of the Company (Depending on the case).
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4.1.3 Related Party Transaction
According to the Tender Offer Document (Form 247-4), the Company’s current policy and procedure regarding related party transactions (RPTs) comply with the rules and regulations of the SET and the SEC to prevent any conflict of interests between the Company, its subsidiaries, related companies, associated companies and/or any person having a potential conflict of interests. As of the submission date of the Tender Offer, the Offeror or any person under Section 258 of the Offeror is not a party to any RPT with the Business or its subsidiaries. During 12 months after the expiry of the Offer Period, the Offeror or a person under Section 258 of the Offeror has no plan to materially change the current policy on RPTs between the Business and its related parties and will continue to adhere to the current policy. If there is or will be in the future any RPT between the Offeror and the Business, both parties will take the procedure and disclose the information in compliance with applicable laws, regulations, notifications, orders, or rules effective at that time; this is to ensure that those RPTs adhere to the same rules as an arm’s length transaction does. The Advisor to Shareholders believes that since the Tender Offeror does not have any plan to materially change the existing policy of related transaction with those who are involved in the Company from the present, the IFA has an opinion that there will be no material impact on the Company and the Company’s shareholders from entering into this tender offer. Besides, if there is any related transaction in the future, the Company shall comply with the Company's Articles of Association, and all transactions shall be processed and disclosed under the relevant rules and regulations of the SEC and SET.
4.1.4 Plan to Sell Shares of the Company.
According to the Tender Offer Document (Form 247-4), the Offeror has no plan to sell or transfer a significant number of existing shares in the Company held by himself prior to the Tender Offer and other shares to be acquired from the Tender Offer to any investor within 12 months from the end of the Offer Period. However, there is an exception in certain circumstances where, for instance, the Offeror needs to adhere to regulations re: allocation of floating shares to ensure that the Business satisfies the securities listing qualifications and criteria, to comply with all other applicable laws, rules, and regulations in force at that time, to exercise his PUT OPTION rights according to the SPA, to undertake the shareholding and/or corporate restructuring by transferring his shares to any person under Section 258 of the Offeror, or to deal with financial liquidity. The Advisor to Shareholders is of the opinion that the minority shareholders of the Company will not be affected as the Offeror has no intention to sell or transfer ordinary shares of the Company held by himself before the Tender Offer and other shares to be acquired from the Tender Offer to any other investors in material amount during 12 months from the last day of the Tender Offer Period except for one of the following reasons: Case 1: The Offeror needs to adhere to regulations RE: allocation of floating shares to ensure that the Company satisfies the securities listing qualifications and criteria, to comply with all other applicable laws, rules, and regulations in force at that time. the Advisor to Shareholders is of the opinion that in case that minority shareholders are accepting the tender offer to the extent that the number of minority shareholders of the Company becomes lower than 150 or the combined amount of minority shareholding is less than 15% of its paid-up shares, the Company will be exposed to risk associated with the maintaining of its listed company status and, hence, the Offeror may consider selling or transferring some of the Company’s shares to maintain the trading liquidity and enable the Company to satisfy the SET’s free-float requirement, where such share sale and transfer shall be executed under related laws and regulations applied at the moment. In this regard, the Advisor to Shareholders is of the opinion that selling shares for that reason is beneficial to the minority shareholders regarding the liquidity of the Company’s stock and its status as a listed company. Case 2: The Offeror undertakes the shareholding and/or corporate restructuring by transferring his shares to any person under Section 258 of the Offeror. The Advisor to Shareholders is of the opinion that the minority shareholders will by no means be affected in this case because this will only be a change of internal shareholding between the Offeror and the related persons under Section 258 of the Offeror which is considered the same group of people. Case 3: The Offeror exercises his PUT OPTION rights according to the SPA. Such PUT OPTION is valid for 1 year from the date of the SPA which is April 2, 2021. The Advisor to Shareholders is of the opinion that the minority shareholders of the Company are not affected in matters related to the business
I V Global Securities Public Company Limited Part 4 Page 41 Opinion Report of the Independent Financial Advisor Nirvana Daii Public Company Limited operations of the Company. Due to the exercise of the PUT OPTION of the Offeror is the sale of the Company's shares back to Mrs. Wattana Somwattana and/or Mr. Sornsak Somwattana, who are the current major shareholders of the Company. Based on the summary of the SPA Between the Offeror and Mrs. Wattana Somwattana and Mr. Sornsak Somwattana, dated April 2, 2021, as disclosed in Form 247-4, it can be understood that the number of shares under the PUT OPTION is the number of shares traded under the said purchase agreement. By the date of submission of the Tender Offer, the Offeror acquires the shares of the Company under the said contract in the amount of 240,150,000 shares representing 17.39% of the total issued and paid-up shares of the Company. If the Offeror sells all the said shares under the PUT OPTION, it will cause Mrs. Wattana Somwattana and Mr. Sornsak Somwattana, who are is considered acting in concert under the Securities and Exchange Act, holding 947,904,124 shares of the Company, representing 68.66% of the total issued and paid-up shares of the Company
Table 4-2: Shareholding of Mrs. Wattana Somwattana and Mr. Sornsak Somwattana and persons under Section 258 before and after the exercise of the Offeror's PUT OPTION No. Name of Shareholders Before exercising After exercising PUT OPTION PUT OPTION 1/ (Information as at the date of submission of the Tender Offer) No. of Shares Percentage to No. of Shares Percentage to total voting total voting right of the right of the Company Company 1. Mrs. Wattana Somwattana2/ 340,661,776 24.67% 580,811,776 42.07% 2. Mr. Sornsak Somwattana’s Group 367,092,348 26.59% 367,902,348 26.59% - Mr. Sornsak Somwattana2/ 363,444,333 26.33% 363,444,333 26.33% - Mrs. Jutamas Somwattana3/ 3,111,810 0.23% 3,111,810 0.23% - INSIGHTS MIND INC.4/ 536,205 0.04% 536,205 0.04%
Total 707,754,124 51.26% 947,904,124 68.66%
Remarks: 1/ Based on the assumption that the Offeror exercises the PUT OPTION by selling the Company's shares to Mrs. Wattana Somwattana. 2/ Mrs. Wattana Somwattana and Mr. Sornsak Somwattana are considered acting in concert under the Securities and Exchange Act. 3/ Mr. Sornsak Somwattana’s spouse 4/ Juristic person that Mrs. Wattana Somwattana and Mr. Sornsak Somwattana together hold shares more than 30% (Mrs. Wattana Somwattana and Mr. Sornsak Somwattana hold 46.86% and 24.97% of shares respectively) and Juristic person in which Mr. Sornsak is the authorized person for investing in securities. 5/ Based on the assumption that INSIGHTS MIND INC. did not sell the Company's shares to the Offeror during the Tender Offer Period.
Case 4: The Offeror needs to deal with financial liquidity. The Advisor to Shareholders is of the opinion that the minority shareholders of the Company will not be affected in matters related to the business operations of the Company since the maximum number of shares of the Offeror to be sold to other persons who is not Mrs. Wattana Somwattana and/or Mr. Sornsak Somwattana without being bound by the conditions under the SPA is at 433,232,059 shares, representing 31.38% of the total issued and paid-up shares of the Company if all shareholders accept the Tender Offer (except the Dissenting Shareholders). Because the shares that the Offeror has already acquired on the date of submission of the Tender Offer under the SPA in the amount of 240,150,000 shares, representing 17.39% of the total issued and paid-up shares of the Company are under important conditions. If the Offeror wishes to sell such shares to a third party, the Offeror agrees to grant a first right of refusal to the counterparty under the SPA (Mrs. Wattana Somwattana and Mr. Sornsak Somwattana) to purchase such shares first. Therefore, after the sale of shares, in this case, the major shareholders of the Company are likely to be the group of Mrs. Wattana Somwattana and Mr. Sornsak. Somwattana, which is the current major shareholder of the Company.
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Table 4-3: Number of shares of the Offeror after this Tender Offer if all shareholders accept the Tender Offer (except the Dissenting Shareholders) No. Items No. of shares Percentage to total voting right of the Company 1. Shares of the Company acquired by the Offeror under the 240,150,000 17.39% SPA dated April 2, 2021 2. Shares of the Company that are not under the SPA 433,232,059 31.38% - Shares of the Company acquired on February 24, 2021 105,000,000 7.61% - Shares of the Company acquired from this Tender Offer1/ 328,232,059 23.77%
Total 673,382,059 48.77%
Remarks: 1/ Total number of ordinary shares which are subject to the Tender Offer
In this regard, if the acquisition of the Company’s shares of other investors is more than 5% of the total issued shares of the Company, a Form 246-2 must be submitted to the SEC and disclosed on the SET's website which is a channel for the Company’s shareholders to acknowledge the entry of new shareholders. Besides, if other investors acquired the Company’s shares reaching a threshold of 25%, or 50% of the Company's total voting rights, the aforementioned investors are required to make a tender offer for the Company’s remaining securities under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers dated May 13, 2011 (including any amendment thereto), which is considered a channel for shareholders to sell the Company’s shares if the shareholders do not have any intention to be the Company’s shareholders after the entry of other investors. In addition, if the Offeror wishes to change the plan to sell shares of the Company during 12 months, the Company and the Offeror must comply with the laws and regulations that are in effect at that time.
4.2 Benefits and impacts to Shareholders who reject the Tender Offer (only for the case of Delisting Tender Offer)
- None – This Tender Offer is not a delisting Tender Offer.
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Part 5: Conclusion of Opinion of Independent Financial Advisor
Please see the additional conclusion of the Independent Financial Advisor’s opinion in the Executive Summary on Page 3 of this report. However, a final decision whether to accept or reject the Tender Offer rests primarily with the individual shareholders’ discretion. The shareholders should study the information contained in the Tender Offer Statement (Form 247-4), the Opinion of the Company regarding the Tender Offer (Form 250-2), and this Opinion Report of Independent Financial Advisor along with other related information provided in Form 250-2 and use this information as a basis for consideration to make their own decision to accept or reject this Tender Offer suitably. This Opinion Report will be complete if it is being considered as a whole. The IFA shall not be held responsible for the disclosure, reference, or dissemination of the Opinion Report in part without approval from the IFA. I V Global Securities PLC, as the Independent Financial Advisor, hereby certify that we have provided the above opinion diligently following professional standards for the benefits of the shareholders.
Yours Faithfully, Independent Financial Advisor I V Global Securities Public Company Limited
(Mr. Pisit Jeungpraditphan, CFA, CAIA) (Mrs. Sriporn Sudthipongse) Senior Vice President President and CEO Supervisor Financial Advisory
I V Global Securities Public Company Limited Part 5 Page 44 A
Appendix A: Vacant Land and Land with buildings
Appraisal Report of the Company’s Assets by the Independent Property Appraiser
The Company has appointed 3 Independent Property Appraisers approved by the SEC, consisting of (1) Edmund Tie & Company (Thailand) (“EDMUND”) Company Limited, (2) Sims Property Consultant Company Limited (“SIMS”), and (3) KTAC Appraisal and Service Company Limited (“KTAC”). The Independent Property Appraisals have evaluated NVD's assets by having an objective to consider for public purposes. The Advisor of Shareholders has considered adjusting the book value of assets by using an increase or a decrease obtained by comparing the book value of assets with the appraised value of such assets following appraisal approaches of the Independent Property Appraisers. Details are as follows:
Table A-1: Summary of appraised assets in Appendix A Appendix Appraised Assets Independent Appraisal Method Appraised Value Property (THB million) Appraisers A01 Vacant Land plot of 4-1-98.2 rais EDMUND Market Approach 422.60 Bangrakyai, Bang Bua Thong, Nonthaburi A02 Two plots of vacant Land plot of 110-3-66.8 rais EDMUND Market Approach 1,402.01 Next to Srinakarin-Rom Klao Road, Saphan Sung, (732.30+669.71) Saphan Sung, Bangkok A03 Land with some construction KTAC Cost Approach and 519.20 Project Nirvana Collection reviewed by Residual Next to Srinakarin-Rom Klao Road Approach (Krungthep-Kreetha Road), Bangkok A04 Vacant Land plot of 6-0-21.5 rais SIMS Market Approach 101.70 Rachathewa, Bang Phli, Samut Prakan A05 Two groups of vacant land Plots SIMS Market Approach 1,874.80 Next to Srinakarin-Rom Klao Road, Bangkok (169.51+1,705.29) A06 Vacant Land plot of 21-0-65.9 rais SIMS Market Approach 510.03 Soi Sukontasawat 19, Bangkok A07 Vacant Land plot of 3-2-90.7 rais SIMS Market Approach 342.86 Prachachuen Road, Bangkok
Appendix A Page 1 A01
A01. Vacant Land plot of 4-1-98.2 rais Bangrakyai Subdistrict, Bang Bua Thong District, Nonthaburi (Nirvana Daii PublicCompany Limited)
Table A01-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Edmund Tie & Company (Thailand) Company Limited Appraiser
Appraisal Report No. VR086/2020 Location Located on Bangrakyai Subdistrict, Bang Bua Thong District, Nonthaburi GPS Coordinate Lat : 13.876218 Lon : 100.442970 Appraised Item One plot of vacant land with a size of 4-1-98.0 rais (or 1,798.20 square wah).
Title Deed Title deed no. 28508 Type of Ownership Freehold Ownership Right Nirvana DaiiPublic Company Limited Obligation Mortgaged as collateral with Bank of Ayudhaya Public Company Limited Accessibility Rattanathibet road (HWY 302) which is a public road Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and Yellow zone area is set to use as a less dense residential area according to the restricted area under Regulation the Nonthaburi Comprehensive Plan 2005 (B.E. 2548), which has expired. Under the current zone, the plots Iocated in the brown zone (Yor-8-6) under the Nonthaburi Comprehensive Plan 2012 (B.E. 2555). Best Potential Use Used for commercial and residential purpose of the Property Proximate Government Pink Line Metro (Khaerai- Minburi) Development Project Method of Valuation Market Approach Main Assumption for . The Appraiser used a Market Approach by selecting the market data of vacant land with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. The Independent Property Appraiser calculated the appraisal value of the land equal to THB 235,500 per square wah, totaling the land appraisal price equal to THB 422,600,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table A01-2) Appraisal Date December 17, 2020 Report Issuance Date December 18, 2020 Appraisal Price THB 422,610,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
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Table A01-2: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Vacant land Location Rattanathibet road Rattanathibet road Rattanathibet road Rattanathibet road (HWY 302) (HWY 302) (HWY 302) (HWY 302) Distance from BTS/ MRT Nextto MRT station Nextto MRT station About 0.46 km away About 0.54 km away Land Size 4-1-98.2 rais 4-1-78.0 rais 2-1-55.0rais 11-2-51.0 rais (1,798.2 square wah) (1,778.0 square wah) (955.0 square wah) (4,651.0square wah) Land Shape Polygon Polygon Almost rectangle Identical to rectangle (Do not affect the (Do not affect the (Negative impact to the development) development) development) Land Condition / Filling up to the front Filling up to the front Filling up to the front Filling up to the front Land Filling road level road level road level road level Front Appearance of Width 94.0 meters Width 58.0 meters Width 77.0 meters Width 24.0 meters Property Town Plan and Brownzone (Yor-8) Brown zone (Yor-8) Brown zone (Yor-8) Brown zone (Yor-8) Regulation Offer / Buy-Sell Period December 2020 December 2020 December 2020 December 2020 THB 300,000 THB 250,000 THB 160,000 Offering Price - per square wah per square wah per square wah Adjusted Quantitative - - - - Factor (Land Filling Costs) Offering Price After THB 300,000 THB 250,000 THB 160,000 - Adjustment per square wah per square wah per square wah Consideration Factors Property Location -5% -5% -5% Neighborhood Environment 0% 6% 7% Distance from the Main Road 0% -4% 15% Land Size 0% -5% 15% Land Shape 5% 2% 9% Width 0% 0% 0% Town Plan &Regulation 0% 0% 0% Development potential 0% 0% 0% Offer / Buy-Sell Date -20% 0% 0% Other factors -20% -6% 41% Total Adjustment 233,533 240,000 235,000 225,600 Adjusted Price 87 25 20 42 Total Adjustment 1.00 0.29 0.23 0.48 % Total Adjustment 9.90 3.48 4.35 2.07 Convert 100.0% 35.1% 43.9% 20.9% Comparison 234,791 84,351 103,243 47,197 Final Revision Price -5% -5% -5% (THB / square wah) Property Market Value (THB / square wah) 235,000 (rounded) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR086/2020 dated December 17, 2020
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 235,500 per square wah, totaling the land appraisal price equal to THB 422,600,000 (rounded).
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Diagram A01-1: Land plots location
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
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A02. Vacant Land size 110-3-66.8 rais Next to Srinakarin-Rom Klao Road, Saphan Sung Subdistrict, Saphan Sung District, Bangkok (Nirvana Rama 9 Company Limited)
There are two plots of land and the appraisers separated into two reports.
2.1 Vacant land of 39-1-67.8 rais
Table A02-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Edmund Tie & Company (Thailand) Company Limited Appraiser
Appraisal Report No. VR088/2020 Location Located on the New Srinakarin-Rom Klao Road, Saphan Sung Subdistrict, Saphan Sung District GPS Coordinate Lat : 13.751825 Lon : 100.685194
Appraised Item Vacant land with a size under the title deed of 39-1-67.8 rais (39.4195 rais or 15,767.8 square wah), deducting road access for the project of 4-0-84.4 rais (4.2110 rais or 1,684.4 square wah). The remaining area under this appraisal equals 35-0-83.4 rais (35.2085 rais or 14,083.4 square wah). At present, the land is vacant and waiting for development. Title Deed 7 title deeds, consisting of title deeds no. 2773 11623 11631 13426 18755 20935 and 22344 Type of Ownership Freehold Ownership Right Nirvana Rama9 Company Limited Obligation Has been mortgaged as collateral with Kiatnakin Bank Public Company Limited Accessibility New Srinakarin-Rom Klao Roadas the main public road access Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and Yellow zone area which is set to use as less dense residential area according to the restricted area Regulation under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use Used for residential purpose of the Property Proximate Government None Development Project Method of Valuation Market Approach Main Assumption for . The Appraiser used a Market Approach by selecting the market data of vacant land with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. The Independent Property Appraiser calculated the appraisal value of the land after deducting such costs equal to THB 52,000 per square wah, totaling the land appraisal price equal to THB 732,336,800 (rounded). (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table A02-2) Appraisal Date December 21, 2020 Report Issuance Date December 23, 2020 Appraisal Price THB 732,300,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
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Table A02-2: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Vacant land Location New Srinakarin-Rom New Srinakarin-Rom Krungthep-Kreetha Road Unnamed Soi Klao Road Klao Road separated from Krungthep-Kreetha Road Front Appearance of Main Road Main Road Main Road Main Road Property Land Size 35-0-83.4 rais 19-3-53.3 rais 16-0-30.0rais 21-0-42.98 rais (14,083.4square wah) (7,953.3 square wah) (6,430.30 square wah) (8,442.98square wah) Land Shape Polygon Polygon Almost Square Polygon (Do not affect the (Do not affect the (Do not affect the development) development) development) Land Condition / Filling up to the front 2 meters lower than 2 meters lower than Filling up to the front Land Filling road level the front road the front road road level Frontage Width Width 133.0 meters Width 24.0 meters Width 95.0 meters Width 75.0 meters Town Plan and Yellow Zone Area Yellow Zone Area Yellow Zone Area Yellow Zone Area Regulation Neighborhood Residential Area Residential Area Residential Area Residential Area Environment Offer / Buy-Sell Period December 2020 April 2017 December 2020 May 2019 THB 61,886 THB 60,000 THB 65,000 Offering Price per square wah per square wah per square wah Adjusted Quantitative THB 2,000 THB 2,000 - Factor (Land Filling Costs) per square wah per square wah Offering Price After THB 63,886 THB 62,000 THB 65,000 - Adjustment per square wah per square wah per square wah Consideration Factors Property Location -5% 0% -5% Neighborhood Environment -2% -5% -2% Distance from the Main Road -20% -25% -19% Land Size -2% -5% -2% Land Shape 6% 2% 3% Width 0% 0% 0% Town Plan &Regulation 0% 0% 0% Development potential 13% 14% 6% Offer / Buy-Sell Date -5% 0% 0% Other factors -15% -19% -19% Total Adjustment 52,389 54,175 50,406 52,585 Adjusted Price 141 53 51 37 Total Adjustment 1.00 0.37 0.36 0.26 % Total Adjustment 9.24 2.67 2.75 3.82 Convert 100% 29% 30% 41% Comparison 52,396 15,657 14,994 21,746 Final Revision Price -5% 0% -5%
(THB / square wah) Property Market Value (THB / square wah) 52,000 (rounded) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR088/2020 dated December 23, 2020
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 52,000 per square wah, totaling the land appraisal price equal to THB 732,336,800.
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2.2 Vacant land with a size of 71-1-99.0 rais
Table A02-3: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Edmund Tie & Company (Thailand) Company Limited Appraiser
Appraisal Report No. VR089/2020 Location Located on the New Srinakarin-Rom Klao Road, Saphan Sung Subdistrict, Saphan Sung District GPS Coordinate Lat : 13.754249 Lon : 100.681822 Appraised Item 3 plots of vacant land with a size under the title deed of 71-1-99.0 rais (71.4975 rais or 28,599.0 square wah). At present, the land has a physical condition similar to a pond. Title Deed 3 title deeds, consisting of title deeds no. 2267, 2268 and 5424 Type of Ownership Freehold Ownership Right Nirvana RAMA 9 Company Limited Obligation Has been mortgaged as collateral with Kiatnakin Bank Public Company Limited Accessibility Wang Yai canal road which is a public canal Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and Yellow zone area which is set to use as less dense residential area according to the restricted area Regulation under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government None Development Project Method of Valuation Market Approach Main Assumption for . The Appraiser used a Market Approach by selecting the market data of vacant land with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. In addition, the Independent Property Appraiser also used a reduction in the land value from the costs of land and land environment improvement in which the Independent Property Appraiser calculated the appraisal value of the land after deducting such costs equal to THB 23,417 per square wah, totaling the land appraisal price equal to THB 669,710,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table A02-4) Appraisal Date December 21, 2020 Appraisal Date December 23, 2020 Appraisal Price THB 669,710,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
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Table A02-4: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Vacant land Location New Srinakarin-Rom New Srinakarin-Rom Krungthep-Kreetha Road Unnamed Soi Klao Road Klao Road separated from Krungthep-Kreetha Road Front Appearance of No entrance-exit Main Road Main Road Soi road separated Property (next to the canal)1/ from the main road Neighborhood Residential Area Residential Area Residential Area Residential Area Environment Distance from Approximately Next to the Main Road Next to the Main Road Approximately Main Road 500 meters 570 meters Land Size 71-1-99.0 rais 27-0-0.0 rais 21-0-42.98rais 43-1-65.90 rais (28,599.0 square wah) (10,800.0 square wah) (8,442.98 square wah) (17,365.90 square wah) Land Shape Polygon Polygon Polygon Polygon (Do not affect the (Do not affect the (Do not affect the (Do not affect the development) development) development) development) Land Condition / Assumed to be the 2 meters lower than Filling up to the front 3 meters lower than Land Filling landfilled at road level the front road road level the front road Width Assumed to have a Width 70.0 meters Width 75.0 meters Width 285.0 meters width equal to a 15- meter project road Town Plan and Yellow Zone Area Yellow Zone Area Yellow Zone Area Yellow Zone Area Regulation Offer / Buy-Sell Period December 2020 September 2018 May 2019 June 2018 THB 70,000 THB 65,000 THB 48,000 Offering Price per square wah per square wah per square wah Adjusted Quantitative - - THB 2,000 / square wah THB 3,000 / square wah Factor (Land Filling Costs) Offering Price After THB 72,000 THB 65,000 THB51,000 - Adjustment Per square wah Per square wah Per square wah Consideration Factors Property Location -15.0% -10.0% -10.0% Neighborhood Environment -15.0% -10.0% -5.0% Distance from the Main Road -10.0% -10.0% 1.0% Land Size -23.0% -28.0% -9.0% Land Shape 0.0% 0.0% 0.0% Width -4.0% -4.0% -18.0% Town Plan &Regulation 0.0% 0.0% 0.0% Development potential 7.9% 5.6% 8.8% Offer / Buy-Sell Date -2.0% -2.0% -2.0% Other factors 0.0% 0.0% 0.0% Total Adjustment -61.1% -58.4% -34.2% Adjusted Price 29,535 28,008 27,040 33,558 Total Adjustment 200 77 70 54 % Total Adjustment 1.00 0.38 0.35 0.27 Convert 9.21 2.60 2.88 3.72 Comparison 100% 28% 31% 40% Final Revision Price 29,950 7,925 8,453 13,572 (THB / square wah) Property Market Value (THB / square wah) 30,000 (rounded) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR089/2020 dated December 23, 2020 Remark: 1/ In case of an assumption that there is a bridge over the canal to be an entrance-exit connecting to the front plot of land to get to the New Srinakarin-Rom Klao Road
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According to the above information, the value of land according to the appraised value by the Independent Property Appraiser is equal to THB 30,000 per square wah, or THB 857,970,000. However, since the Company has to improve the land and land environment in which the related costs consist of (1) landfilling costs with an average depth of approximately 6 meters (whole plot) of THB 165,750,000 and (2) construction costs of a bridge over a canal and retaining walls of THB 22,510,000. Therefore, the Independent Property Appraiser has lowered the land value by using the above expenses, resulting in the remaining market value of land equal to THB 669,710,000 or equivalent to the average market value of THB 23,417 per square wah.
Diagram A02-1: Two vacant plots of land with a size of 39-1-67.8 rais and of 71-1-99.0 rais
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
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A03. Land and Premises of Nirvana Collection Project Next to Srinakarin-Rom Klao Road (New Krungthep-Kreetha Road), Saphan Sung Subdistrict, Saphan Sung District, Bangkok (Nirvana Rama9 Company Limited)
Table A03-1-: Summary of the appraisal of land and premises by the Independent Property Appraiser Independent Property KTAC Appraisal and Service Company Limited Appraiser
Appraisal Report No. KTAC-64/00165 Location Nirvana Collection Project next to Srinakarin-Rom Klao Road (New Krungthep-Kreetha Road), Saphan Sung Subdistrict, Saphan Sung District, Bangkok GPS Coordinate Lat : 13.752972 Lon : 100.681587 Title Deed 9 title deeds, consisting of title deeds no. 20934, 22343, 22344, 11631, 18755, 2733, 11623, 13426 and20935 with a size under the title deeds of 62-2-41.4rais(or25,041.4 square wah) Appraised Item 1. Land referred to 5 title deeds of the Company no. 20934, 22343, 22344 (partly), 11631 (partly), and 18755 (partly), with a size under the title deeds of 23-0-75.1 rais (or 9,275.1 square wah) 2. 9 units of the 3-storey single-detached house (under construction) Type of Ownership Freehold Ownership Right Nirvana RAMA 9 Company Limited Obligation No obligation for title deeds no. 20934and 22343 For title deeds no. 22344, 11631, 18755, 2733, 11623, 13426, and 20935, they had been mortgaged as collateral with Kiatnakin Bank Public Company Limited Accessibility Public road Purpose of Appraisal Public purpose Town Plan and Yellow zone area which is set to use as less dense residential area according to the Bangkok Regulation Comprehensive Plan 2013 (B.E. 2556) Best Potential Use Developed to a low-rise residential project of the Property Proximate Government The property is located nearby the Monorail Yellow Line project, Lat Phrao-Samrong route, located Development Project on Srinakarin Road, which is currently under construction in which the property is approximately 4,200 meters from Krungthep-Kreetha Station Method of Valuation Cost Approach and reviewed by Residual Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation vacant land with similar potential to the property to be acquired as data used for comparative analysis of 5 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 50,000 per square wah, totaling the land appraisal price equal to THB 463,755,000 (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table A03-2) . For the section of the premises, the Independent Property Appraiser selected to use the Cost Approach and reviewed by using the Residual Approach, then deducted by the current depreciation in which the Independent Property Appraiser calculated the appraisal price of 9 units of 3-storey single-detached house equal to THB 43,744,450, and compound development equal to THB 11,704,340 (as of a survey date). . Total Market Value is equal to THB 519,200,000 (rounded) Appraisal Date June 8, 2021 Report Issuance Date June 15, 2021 Forced Sale Value THB 519,200,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
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Table A03-2: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Location Srinakarin-Rom Klao Road Srinakarin-Rom Klao Road On Nut Road (New Krungthep-Kreetha (New Krungthep-Kreetha (Soi Sukhumvit 77) Road) Road) Neighborhood Residential and Residential and Residential and Environment Commercial Area Commercial Area Commercial Area Land Size 88-1-69.7 rais 16-2-76.0 rais 23-1-59.0 rais (35,369.0square wah) (6,676.0square wah) (9,359.0square wah) Land Shape Polygon Rectangle Polygon Width next to the Road Approximately18.0meters Approximately172.0meters Approximately18.0meters Town Plan and Regulation Yellow Zone Area Yellow Zone Area Yellow Zone Area Offering Price / THB 31,250 / square wah THB 60,000 / square wah THB 78,000 / square wah Transaction Price Time Period / Condition Already purchased Offer for sale Offer for sale June 2018 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 10 7 7 8 7 Neighborhood Environment 10 7 7 8 7 Land Size 10 4 7 7 7 Land Shape 10 8 6 5 4 Width x depth 10 8 7 6 3 Land Level 15 3 3 4 6 Road through the front of the Land 5 8 8 6 8 Accessibility 5 7 7 7 7 Electricity 2 7 7 7 7 WaterSupply 3 7 7 7 7 Best Potential Use of the Property 5 6 7 7 7 Liquidity 10 4 7 8 7 Legal Restriction 5 6 6 6 6 Total 100 595 630 645 615
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Factor and Quality Level Comparative Data Appraised Adjustment 1 2 3 Property Offering Price (THB / wah) 31,250 60,000 78,000 Appropriate Price1/ 34,375 53,000 73,000 Weighted Rating Score 595 630 645 615 Adjustment Ratio2/ 1.0336 0.9762 0.9535 Adjusted Price 35,530.46 51,738.10 69,604.65 Significant Level of Comparison 0.33 0.44 0.22 1.00 Comparative Value 11,843.49 22,994.69 15,467.55 50,306 Property Market Value (THB / square wah) (rounded) 50,000.00 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. KTAC-64/00165 dated June 15, 2021 Remarks: 1/ Adjusted with growth rate and negotiated price 2/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data
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Diagram A03-1: Land plots
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor of Shareholders The Advisor of Shareholders has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate since the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land. For a valuation of premises, the Advisor of Shareholders has an opinion that valuation by the Independent Property Appraiser by using the Net Replacement Cost Approach is appropriate since such approach is a way to calculate the new replacement price that is a current price for the construction of similar useful properties or capital fund for the reconstruction of that property at the appraisal date, then deducted by depreciation which is an appropriate approach that can best reflect the property's current value. As buildings and structures are specifically constructed properties that cannot find comparative data in the same or similar way, the valuation of buildings using the Cost Approach is most appropriate to reflect the value of such properties following generally accepted property valuation principles.
Appendix A Page 12 A04
A04. Vacant Land plot 6-0-21.5 rais Rachathewa, Bang Phli, Samut Prakan (Nirvana Rama9 Company Limited)
Table A04-1-: Summary of the appraisal of land and premises by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser
Appraisal Report No. 63-1-2581-Gl-1 Location Located on Soi Nakornthong 1, Thaeparak Road, Rachathewa, Bang Phli, Samut Prakan
GPS Coordinate Lat: 13.6329691 Lon : 100.718600 Title Deed Title deed no. 30010
Appraised Item One vacant plot of land, the size of 6-0-21.5rais(or2,421.5 square wah)
Type of Ownership Freehold Ownership Right Nirvana Rama 9 Company Limited Obligation Mortgaged as collateral with Bank of Ayudhaya Public Company Limited Accessibility Thaeparak Road (Bangna-Trad) is the main public road Purpose of Appraisal Public purpose Town Plan and Green zone area which is set to use as rural and agricultural area according to the Samut Pakarn Regulation Comprehensive Plan 2013 (B.E. 2556) Best Potential Use For residential project development of the Property Proximate Government - Development Project Method of Valuation Cost Approach and reviewed by Residual Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation vacant land with similar potential to the property to be acquired as data used for comparative analysis of 4 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 42,000 per square wah, totaling the land appraisal price equal to THB101,700,000. (rounded) (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table A04-2) Appraisal Date December 14, 2020 Report Issuance Date December 28, 2020 Appraisal Price THB 101,700,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
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Table A04-2: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Comparative Data 4 Type of Property Vacant land Vacant land Vacant land Vacant land Location Srinakarin-Rom Klao Srinakarin-Rom Klao On Nut Road On Nut Road Road Road (Soi Sukhumvit 77) (Soi Sukhumvit 77) (New Krungthep- (New Krungthep- Kreetha Road) Kreetha Road) Neighborhood Residential and Residential and Residential and Residential and Environment Commercial Area Commercial Area Commercial Area Commercial Area Land Size 88-1-69.7 rais 16-2-76.0 rais 23-1-59.0 rais 23-1-59.0 rais (35,369.0 square wah) (6,676.0 square wah) (9,359.0 square wah) (9,359.0 square wah) Land Shape Polygon Rectangle Polygon Polygon Width next to the Road Approximately Approximately Approximately Approximately 18.0 meters 172.0 meters 18.0 meters 18.0 meters Town Plan and Yellow Zone Area Yellow Zone Area Yellow Zone Area Yellow Zone Area Regulation Offering Price / THB 31,250 THB 60,000 THB 78,000 THB 78,000 Transaction Price per square wah per square wah per square wah per square wah
Time Period / Condition Already purchased Offer for sale Offer for sale Offer for sale June 2018 December 2020 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 4 Property Property Location 20 7 6 6 7 7 Accessibility 15 7 6 5 7 7 Land Size 15 7 8 5 5 7 Land Level 10 5 5 3 4 6 Neighborhood Environment 10 7 5 6 7 7 Infrastructure 10 6 6 6 6 6 Best Potential Use of the Property 10 7 5 7 6 7 Growth Potential 5 7 5 7 7 7 Legal Restriction 5 6 6 6 7 6 Total 100 665 595 555 620 675
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Factor and Quality Level Comparative Data Appraised Adjustment 1 2 3 4 Property Offering Price (THB / wah) 39,119 40,000 32,500 50,000 Appropriate Price1/ 39,119 36,000 30,000 45,000 Weighted Rating Score 665 595 555 620 675 Adjustment Ratio2/ 2% 13% 22% 9% 0% Adjusted Price 39,707 40,840 36,486 48,992 Significant Level of Comparison 40% 25% 10% 25% 1.00 Comparative Value 15,883 10,210 3,649 12,248 41,990 Property Market Value (THB / square wah) (rounded) 42,000.00 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2581-GL-1 dated December 28, 2020 Remarks:1/ Adjustment ratio is calculated from the weighted score level of the appraised property
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 42,000 per square wah, totaling the land appraisal price equal to THB 101,700,300 or rounded to THB 101,700,000.
Appendix A Page 14 A04
Diagram A04-1: Land plots
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 4 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
Appendix A Page 15 A05
A05 Two Groups of Vacant Land Plots Next to Srinakarin-Rom Klao Road, Saphan Sung Subdistrict, Saphan Sung District, Bangkok (Nirvana U Company Limited)
Table A05-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 63-1-2583-GL-1 Location Located on Srinakarin-Rom Klao Road, Saphan Sung Subdistrict, Saphan Sung District GPS Coordinate Property Group1: Lat: 13.749278 Lon : 100.686969 Property Group 2: Lat: 13.751793 Lon : 100.690227 Appraised Items: Property Group 1: consists of 1 plot of land (5 consecutive title deeds), including title deeds no. 19787, 19841, 19849, 19850, and 24407, with a total size of land under the title deeds of 10-2-62.2 rais or equal to 4,262.2 square wah, then deducted by land area in an entrance-exit condition (Soi Krungthep-Kreetha 37) of approximately 0-3-20.0 rais or equal to 320.0 square wah. The remaining area of land to be appraised is equal to approximately 9-3-42.2 rais or equal to 3,942.2 square wah, with the portion of land that is under servitude road of about 0- 0-24.6 rais or equal to 24.6 square wah. Property Group 2: consists of 1 plot of land (7 consecutive title deeds), including title deeds no. 11100, 11114, 19858, 19857, 19857, 19788, 17766, and 3096, with a total size of land under the title deeds of 64-1-3.7 rais or equal 25,703.7 square wah in which the portion of land that is under servitude road of about 2-0-35.1 rais or equal to 835.1 square wah Remark: In the appraisal of properties according to this report, the Independent Property Appraiser does not deprive of the right in the land area under servitude regarding entrance-exit to other plots of land and has brought the aforementioned factors to be taken into consideration for this report. Title Deed Property Group1:Title deeds no.19787, 19841, 19849, 19850 and24407 Property Group2: Title deeds no.11100, 11114, 19858, 19857, 19788, 17766 and3096 Type of Ownership Freehold Ownership Right Property Group1: Nirvana RAMA 9 Company Limited Property Group2: Title deeds no. 11100, 11114, 19858, 19857,19788, ownership right is under Nirvana U Company Limited Title deed no. 17766, ownership right is under 1) Mr. Sawat Thongphaiyuth 2) Mrs. Pannipa Thongphaiyuth Title deed no. 3096, ownership right is under 1) Mr. Wongthat Triyaphong 2) Ms. Watcharee Tantiwattanasathien 3) Mrs. Wirat Boonklam 4) Mr. Phisit Kuekulkitcharoen 5) Mr. Prakai Boonklam Obligation Property Group1: have been mortgaged as collateral with United Overseas Bank Public Company Limited. Property Group2: Title deeds no. 11100, 11114, 19858, 19857, have been mortgaged as collateral with United Overseas Bank Public Company Limited. Title deeds no. 19788, 17766, 3096 are not mortgaged with any financial institution. Accessibility Srinakarin-Rom Klao Road as a public road Purpose of Appraisal Public purpose Town Plan and Yellow zone area which is set to use as less dense residential area according to the restricted area Regulation under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government None Development Project Method of Valuation Market Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation vacant land with similar potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land of Property Group 1 equal to THB43,000 per square wah, totaling the land appraisal price of Property Group 1 equal to THB169,514,600 and the appraisal price of the land of Property Group 2 equal to THB 68,000 per square wah, totaling the land appraisal price of Property Group 2 equal to THB1,747,850,000 (rounded) (Please study the Summary of Comparative Data and Calculation according to WQS Approach inTable A05-2 and Table A05-3) Appraisal Date November 30, 2020 Report Issuance Date January 12, 2021
Appendix A Page 16 A05
Appraisal Price Property Group1: THB 169,514,600 Property Group2: THB 1,474,850,000 (Adjusted down the appraisal price to be THB 1,705,283,600 because there are 2 title deeds that the Company still has not yet owned) 1/ Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders Remarks: according to the above property value, the Independent Property Appraiser has considered including a servitude factor within the appraised land plot. 1/ Calculated by the Advisor of Shareholders
Property Group 1
Table A05-2: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data1 Comparative Data2 Comparative Data3 Type of Property Vacant land Vacant land Vacant land Location Krungthep-Kreetha Srinakarin-Rom Klao Krungthep-Kreetha Road Road (Next to Road (Next to Krungthep- Kanchanaphisek Road) (750m from Krungthep- Kreetha Road) Kreetha Road) Land Size 21-0-0.0 rais 11-2-22.0 rais 5-2-00.0rais (8,400.0 square wah) (4,522.0 square wah) (2,000.0 square wah) Land Shape Rectangle Polygon Rectangle Width next to the Road Approximately Approximately Approximately 80 meters 30 meters 80 meters Land Condition 0.5 meter lower than the 1.0 meter lower than the lower than the road road level road level level Offering Price / THB 65,000 THB 80,000 THB 85,000 Transaction Price per square wah per square wah per square wah Time Period / Condition Already purchased Offer for sale Offer for sale In the year 2018 November 2020 November 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 8 8 5 5 Accessibility 10 8 8 5 4 Land Size and Shape 20 7 7 7 3 Land Condition 10 6 6 6 7 Neighborhood Environment 5 6 6 5 6 Infrastructure 10 7 7 6 5 Maximum Utilization / Trading Liquidity 15 6 7 6 3 Growth Trend 5 6 6 6 6 Legal Restriction 5 7 7 7 4 Total 100 695 710 590 445
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / wah) 65,000 80,000 85,000 Appropriate Price 68,250 72,000 55,000 Weighted Rating Score 695 710 590 445 Adjustment Ratio1/ -36% -37% -25% 0% Adjusted Price 43,700 45,127 41,483 Significant Level of Comparison 0.40 0.30 0.30 1 Comparative Value 17,480 13,538 12,445 43,463 Property Market Value (THB / square wah) (rounded) 43,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2583-GL-1 dated January 12, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix A Page 17 A05
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 43,000 per square wah, totaling the land appraisal price equal to THB 169,514,600.
Property Group 2
Table A05-3: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 4 Comparative Data 5 Comparative Data 6 Type of Property Vacant land Vacant land Vacant land Location Srinakarin-Rom Klao Krungthep-Kreetha Srinakarin-Rom Klao Road Road Road (Next to Srinakarin-Rom (Next to Krungthep- (Next to Klao Road) Kreetha Road) Kanchanaphisek Road) Land Size 12-1-98.0 rais 21-0-0.0 rais 11-1-22.0rais (4,998.0 square wah) (8,400.0 square wah) (4,552.0 square wah) Land Shape Rectangle Rectangle Polygon Width next to the Road Approximately Approximately Approximately 51 meters 80 meters 30 meters Land Condition 0.5 meter lower than 0.5 meter lower than 1 meter lower than the road level the road level the road level Offering Price / THB 100,000 THB 80,000 THB 80,000 Transaction Price per square wah per square wah per square wah Time Period / Condition Offer for sale Already purchased Offer for sale November 2020 In the year 2018 November 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 4 5 6 Property Property Location 20 8 8 8 8 Accessibility 15 8 8 8 8 Land Size and Shape 15 7 6 7 3 Land Condition 10 6 6 6 7 Neighborhood Environment 10 6 6 6 6 Infrastructure 10 7 7 7 7 Maximum Utilization / Trading Liquidity 10 7 6 7 7 Growth Trend 5 6 6 6 6 Legal Restriction 5 7 7 7 7 Total 100 710 685 710 660
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 4 5 6 Property Offering Price / Trading Price (THB / wah) 100,000 65,000 80,000 Appropriate Price 75,000 68,250 75,000 Weighted Rating Score 710 685 710 660 Adjustment Ratio1/ -7% -4% -7% 0% Adjusted Price 69,718 65,759 69,718 Significant Level of Comparison 0.30 0.40 0.30 1 Comparative Value 20,915 26,304 20,915 68,135 Property Market Value (THB / square wah) (rounded) 68,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2583-GL-1 dated January 12, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix A Page 18 A05
According to the above information, the value of the land according to the appraised value by the Independent Property Appraiser is equal to THB 68,000 per square wah, equivalent to THB 1,747,851,600 or the rounded price of THB 1,747,850,000. However, since the Company has not yet received the transfer of title deeds no. 17766 and 3096 with a total area of 626 square wah, the advisor of shareholders had to reduce the above land value by reducing the land size to be used to calculate the land value to be only the land area under 5 land title deeds owned by the Company’s subsidiary with a total area of 25,077.7 square wah in which the market value shall be equal to THB 1,705,283,600.
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
Diagram A05-1: Land plots
Source: Appraisal Report of the Independent Property Appraiser
Appendix A Page 19 A06
A06. Vacant Land Plot of 21-0-65.9 rais Sukontasawat 19, Sukontasawat Road, Ladprao Subdistrict, Ladprao District, Bangkok (Nirvana U Company Limited)
Table A06-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 64-1-0086-GL-1 Location Located on Soi Sukontasawat 19, Sukontasawat Road, LadpraoSubdistrict, LadpraoDistrict, Bangkok GPS Coordinate Lat: 13.834549 Lon : 100.622675 Appraised Items: One plot of land (2 title deeds not connecting), of 21- 0-60.3 rais or equal to 8,460.2 square wah. There is an additional appraisal by deducting road access, the appraised area is 19- 2-46.6 rais or equal to 7,846.6 square wah. Title Deed Title deeds no.16273 and22951 Type of Ownership Freehold Ownership Right Nirvana U Company Limited Obligation Mortgaged as collateral with Krungthai Bank Public Company Limited. Accessibility Soi Sukontasawat 19as a portion of public road access Purpose of Appraisal Public purpose Town Plan and Yellow zone area which is set to use as less dense residential area according to the restricted area Regulation under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government Grey Line Metro (Watcharaphon – Phra Khanong – Tha Phra Bridge) Development Project Method of Valuation Market Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation vacant land with similar potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 65,000 per square wah, totaling the land appraisal price (deducted expropriation land area) equal to THB 510,030,000 (rounded).
(Please study the Summary of Comparative Data and Calculation according to WQS Approach inTable A06-2) Appraisal Date January 19, 2021
Report Issuance Date January 21, 2021 Appraisal Price Current situation: THB 549,920,000 Less expropriation area on Kor21 Road: THB 510,030,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders Remarks: According to the above property value, the Independent Property Appraiser has considered including a servitude factor within the appraised land plot and the Advisor of Shareholders use the less value as a conservative basis
Appendix A Page 20 A06
Table A06-2: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Location Soi Sukontasawat Soi Sukontasawat Soi Sukontasawat 19Sukontasawat Road, 27Sukontasawat Road, 25Sukontasawat Road, Ladprao, Bangkok Ladprao, Bangkok Ladprao, Bangkok Land Size 32-2-21.4 rais 4-2-0.0 rais 3-1-10.0rais (13,021.4square wah) (1,800.0square wah) (1,310.0square wah) Land Shape Polygon Rectangle Polygon Width next to the Road Approximately Approximately Approximately 350 meters 50 meters 170 meters Land Condition 0.5 meter lower than 0.5 meter lower than 2 meter lower than the road level the road level the road level Offering Price / THB 64,170 THB 100,000 THB 70,000 Transaction Price per square wah square wah per square wah Time Period / Condition Already purchased Offer for sale Offer for sale In the year 2018 April 2020 April 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 7 7 7 7 Accessibility 15 7 6 6 7 Land Size and Shape 15 5 8 5 3 Land Condition 10 5 5 3 6 Neighborhood Environment 10 7 6 6 7 Infrastructure 5 7 7 6 7 Maximum Utilization / Trading Liquidity 15 6 9 5 4 Growth Trend 5 7 6 6 7 Legal Restriction 5 6 6 6 6 Total 100 630 690 560 580
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / wah) 64,170 100,000 70,000 Appropriate Price 73,796 80,000 58,000 Weighted Rating Score 630 690 560 580 Adjustment Ratio1/ -8% -16% 4% 0% Adjusted Price 67,939 67,246 60,071 Significant Level of Comparison 40% 30% 30% 1 Comparative Value 27,176 20,174 18,021 65,371 Property Market Value (THB / square wah) (rounded) 65,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-0086-GL-1 dated January 21, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 65,000 per square wah, totaling the land appraisal price equal to THB 510,029,000 or rounded to THB 510,030,000.
Appendix A Page 21 A06
Diagram A06-1: Land plots
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
Appendix A Page 22 A07
A07 Vacant Land Plot of 3-2-90.7 rais onPrachachuen Road, Wongawang Subdistrict, Bang Sue District, Bangkok (Nirvana U Company Limited)
Table A07-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 63-1-2582-GL-1 Location Located on Prachachuen Road, Wongawang Subdistrict, Bang Sue District, Bangkok GPS Coordinate Lat: 13.829659 Lon : 100.538729 Appraised Items: One plot of land (5adjacent title deeds) with an area of 3-2-90.7 rais (or 1,490.7 square wah). Title Deed Title deeds no.81822 81823 81824 81825 and 171707 Type of Ownership Freehold Ownership Right Nirvana U Company Limited Obligation Mortgaged as collateral with ICBC Bank Public Company Limited. Accessibility Prachachuen road as the main public road access Purpose of Appraisal Public purpose Town Plan and Brown zone area which is set to use as residential area according to the restricted area under the Regulation Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for commercial purpose Property Proximate Government Development Project Method of Valuation Cost Approach and reviewed by Residual Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation vacant land with similar potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 230,000 per square wah, totaling the land appraisal price equal to THB 342,860,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to WQS Approach inTable A07-2) Appraisal Date December 14, 2020 Report Issuance Date January 4, 2021 Appraisal Price THB 342,860,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix A Page 23 A07
Table A07-2: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Location Prachachuen Road Prachachuen Road Prachachuen Road Land Size 2-2-74.0 rais 2-3-17.0 rais 3-1-61.0rais (1,074.0 square wah) (1,117.0 square wah) (1,361.0 square wah) Land Shape Polygon Trapezoid Polygon Width next to the Road Approximately Approximately Approximately 16 meters 12 meters 30 meters Offering Price / THB 230,000 THB 300,000 THB300,000 Transaction Price per square wah per square wah per square wah Time Period / Condition Offer for sale Offer for sale Offer for sale December 2020 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 6 7 8 7 Accessibility 15 6 6 6 6 Land Size and Shape 15 6 8 7 6 Land Condition 10 6 6 6 6 Neighborhood Environment 10 5 7 9 7 Infrastructure 10 6 6 6 6 Maximum Utilization / Trading Liquidity 10 6 7 8 6 Growth Trend 5 6 7 9 7 Legal Restriction 5 6 6 6 6 Total 100 590 675 720 675
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / wah) 230,000 300,000 300,000 Appropriate Price 200,000 255,000 270,000 Weighted Rating Score 590 675 720 635 Adjustment Ratio1/ 8% -6% -12% 1.0000 Adjusted Price 215,254 239,889 238,125 Significant Level of Comparison 35% 40% 25% 100% Comparative Value 75,339 95,956 59,531 230,826 Property Market Value (THB / square wah) (rounded) 230,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2582-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 230,000 per square wah, totaling the land appraisal price equal to THB 342,861,000 or rounded to THB 342,860,000.
Appendix A Page 24 A07
Diagram A07-1: Land plots
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 4 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
Appendix A Page 25 B
Appendix B
Real estate projects for sales (including those projects that will be launched for sales in the near term)
Appraisal Report of the Company’s Assets by the Independent Property Appraiser
The Company has appointed 3 Independent Property Appraisers approved by the SEC, consisting of (1) Edmund Tie & Company (Thailand) (“EDMUND”) Company Limited, (2) Sims Property Consultant Company Limited (“SIMS”), and (3) KTAC Appraisal and Service Company Limited (“KTAC”). The Independent Property Appraisals have evaluated NVD's assets by having an objective to consider for public purposes. The Advisor of Shareholders has considered adjusting the book value of assets by using an increase or a decrease obtained by comparing the book value of assets with the appraised value of such assets following appraisal approaches of the Independent Property Appraisers. Details are as follows:
Table B-1: Summary of appraised assets in Appendix B Appendix Appraised Assets Independent Appraisal Method Appraised Value Property (THB million) Appraisers B01 Nirvana Beyond Rama 2 SIMS Residual Approach 874.30 B02 Nirvana Beyond Srinakarin SIMS Market Approach 21.62 B03 Nirvana Beyond Kasetnawamin Phase 1 - - - B04 Nirvana Beyond Kasetnawamin Phase 2 - - - B05 Nirvana Beyond @Beach Pattaya SIMS Market Approach 126.39 B06 Nirvana Icon Pinklao - - - B07 Nirvana Beyond Udonthani - - - B08 Nirvana Beyond Bangna @ U Park - - - B09 The Tara Ramintra SIMS Residual Approach 57.46 B10 Nirvana Element Bangna SIMS Residual Approach 505.70 B11 Nirvana @Work Ramintra KTAC Market Approach 54.20 B12 Nirvana @WorkLadprao-Kasetnawamin EDMUND Market Approach 329.48 B13 Nirvana Define Srinakarin-Rama 9 SIMS Residual Approach 561.00 B14 Cover Onnut EDMUND Market Approach 6.00 B15 Cluster Ramkhamhaeng SIMS Market Approach 44.90 B16 Banyan Tree Residences Riverside Bangkok SIMS Residual Approach 2,113.99 B17 The Most Issaraphap KTAC Market Approach & 469.21 Cost Method B18 Nirvana Beyond Rama 9- KrungthepKreetha - - -
Appendix B Page 1 B01
B01. Project Nirvana Beyond Rama 2 Rama 2 Road, Samae Dam Sub-district, Bang Khun Thian District, Bangkok (Nirvana Daii Public Company Limited)
Table B01-1: Project Summary 1.Nirvana Beyond Rama 2
No List Details and Financial Assumptions 1. Project Information 3-storey single-detached houses project Located next to Rama 2 Road, Samae Dam Subdistrict, Bang Khun Thian District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 2,598 THB Million Officially Launched Year 2015 Project Area 40-3-84.7 rais Construction Progress 92 % as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 120 units 3 units 82 units Value 2,598 THB Million 101.2 THB Million 1,680 THB Million 3. Sales Rate 10 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 1,112 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00 % of sales Sales Promotion 2.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 2 B01
Table B01-2: Summary of appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 64-1-1125-GL-1 Location Located on Rama 2 Road, Samae Dam Subdistrict, Bang Khun Thian District, Bangkok GPS Coordinate Lat: 13.650906 Lon : 100.426002 Appraised Items: Plots of land (83 plots), a total of 16-2-99.6 rais (or equal to 6,699.6 square wah) including construction in progress, 8 items as follows: 1. 3-storey SDH, Type Pride – 5 units 2. 3-storey SDH, Type Niche – 5 units 3. 3-storey SDH, Type Most – 3 units 4. 3-storey SDH, Type Keen – 8 units 5. 3-storey SDH, Type Live – 18 units 6. 2-storey SDH, Type S – 27 units 7. 2-storey SDH, Type R – 9 units 8. 2-storey SDH, Type Q – 8 units Title Deed Title deeds (83 plots) Type of Ownership Freehold Ownership Right Nirvana Daii Public Company Limited Obligation Mortgaged as collateral with Siam Commercial Public Company Limited. Accessibility Public road access via Rama 2 Road Purpose of Appraisal Public purpose Town Plan and Orange zone area Regulation according to the restricted area under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government - Development Project Method of Valuation Residual Approach Main Assumption for The Independent Property Appraiser used the Market Approach by selecting the market data of land Valuation plots with SDHs with similar potential to the property to be acquired as data used for comparative analysis of 3-4 SDHs by considering factors affecting the value such as location, size, and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the appraised type of SDH according to the land size, usage area, and functionalities.(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B01-03 to B01-10 ) Appraisal Date June 8, 2021
Report Issuance Date June 16, 2021
Current situation: THB 874,300,000 Appraisal Price Valuation (upon completion): THB 1,191,800,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix B Page 3 B01
1) Valuation of 3–Storey SDH: Type PRIDE (Land size approx. 90 sq. wah)
Table B01-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 3-Storey SDH 3-Storey SDH (Type: Macro) (Grand Henares) (Type: Bloom) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 150 sq.wah 82.5 sq.wah 75.0 sq.wah
Usage area 390.0 sq.m. 464.0 sq.m. 274.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 30,000,000 THB 29,900,000 THB 10,000,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 30,000,000 29,900,000 10,000,000 Appropriate Price 24,445,000 30,385,000 13,085,000 Weighted Rating Score 795 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 28,579,081 33,318,724 18,576,027 Significant Level of Comparison 30% 40% 30% 1 Comparative Value 8,573,724 13,327,490 5,572,808 27,474,022 Property Market Value (THB / unit) (rounded) 27,500,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 4 B01
2) Valuation of 3–Storey SDH: Type NICHE (Usage area approx. 264 sq. m)
Table B01-4: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Soana) (Type: Bloom 2) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115 sq.wah 65.0 sq.wah 59.1 sq.wah
Usage area 313.0 sq.m. 316.0 sq.m. 274.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 18,000,000 THB 8,800,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 18,000,000 8,800,000 Appropriate Price 15,765,000 15,200,000 7,624,000 Weighted Rating Score 795 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 18,431,140 16,667,586 10,823,357 Significant Level of Comparison 30% 35% 35% 1 Comparative Value 5,529,342 5,833,655 3,788,175 15,151,172 Property Market Value (THB / unit) (rounded) 15,200,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 5 B01
3) Valuation of 3–Storey SDH: Type MOST (Usage area approx. 363 sq. m)
Table B01-5: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Pechora) (Type: Bloom ) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115 sq.wah 80.3 sq.wah 75.0 sq.wah
Usage area 313.0 sq.m. 318.0 sq.m. 274.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 23,900,000 THB 10,000,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 23,900,000 10,000,000 Appropriate Price 19,050,000 22,933,000 10,535,000 Weighted Rating Score 680 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 22,271,691 25,147,221 14,955,938 Significant Level of Comparison 30% 35% 35% 1 Comparative Value 6,681,507 8,801,527 5,234,578 20,717,613 Property Market Value (THB / unit) (rounded) 20,700,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 6 B01
4) Valuation of 3–Storey SDH: Type KEEN (Usage area approx. 260.0 sq. m)
Table B01-6: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Saona) (Type: Bloom 2 ) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115.0 sq.wah 65.0 sq.wah 59.1 sq.wah
Usage area 313.0 sq.m. 316.0 sq.m. 274.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 18,000,000 THB 8,800,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 18,000,000 8,800,000 Appropriate Price 15,505,000 14,860,000 7,444,000 Weighted Rating Score 795 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 18,127,169 16,294,759 10,567,821 Significant Level of Comparison 30% 35% 35% 1 Comparative Value 5,438,151 5,703,166 3,698,738 14,840,054 Property Market Value (THB / unit) (rounded) 14,800,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 7 B01
5) Valuation of 3–Storey SDH: Type LIVE (Usage area approx. 331.0 sq. m)
Table B01-7: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Pechora) (Type: Bloom ) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115.0 sq.wah 80.3 sq.wah 75.0 sq.wah
Usage area 313.0 sq.m. 318.0 sq.m. 274.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 23,900,000 THB 10,000,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 23,900,000 10,000,000 Appropriate Price 17,770,000 21,333,000 9,575,000 Weighted Rating Score 680 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 20,775,221 23,392,738 13,593,080 Significant Level of Comparison 35% 25% 40% 1 Comparative Value 7,271,327 5,848,184 5,437,232 18,556,744 Property Market Value (THB / unit) (rounded) 18,600,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 8 B01
6) Valuation of 2–Storey SDH: Type S (Land area approx. 52.0 sq. m)
Table B01-8: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Saona) (Type: Bliss ) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115.0 sq.wah 65.0 sq.wah 59.0 sq.wah
Usage area 313.0 sq.m. 316.0 sq.m. 195.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 18,000,000 THB 8,400,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 18,000,000 8,400,000 Appropriate Price 14,865,000 14,300,000 7,415,000 Weighted Rating Score 795 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 17,378,934 15,680,690 10,526,652 Significant Level of Comparison 30% 30% 40% 1 Comparative Value 5,213,680 4,704,207 4,210,661 14,128,548 Property Market Value (THB / unit) (rounded) 14,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 9 B01
7) Valuation of 2–Storey SDH: Type R (Land area approx. 70.0 sq. m)
Table B01-9: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 3 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 3-Storey SDH (Type: Edmund) (Grand Saona) (Type: Bliss) Project Narasiri Grand Bangkok Casa Premium Rama 2 Boulevard Sathorn Rama 2 Location Rama 2 Road, Kalapapruek Road, Kanchanaphisek Rd. Samae Dam, Bang Khae, Bang Khae, (South Outer Ring Bang Khun Thian, Bangkok Road), Tha Kham Bangkok Subdistrict, Bang Khun Thian District, Bangkok Land Size 115.0 sq.wah 65.0 sq.wah 59.0 sq.wah
Usage area 313.0 sq.m. 316.0 sq.m. 195.0 sq.m. Progress Opening since 2014 Opening since 2013 Opening since 2015 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 18,000,000 THB 8,400,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 3 5 Property Property Location 25 7 8 5 8 Accessibility 10 7 7 5 7 Land Position 10 7 7 6 8 Type of building / materials 15 7 7 5 9 Building condition & maintenance 10 7 7 7 8 Maximum Utilization / Trading Liquidity 10 6 7 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 7 5 8 Total 100 680 725 560 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 3 5 Property Offering Price / Trading Price (THB /unit) 23,000,000 18,000,000 8,400,000 Appropriate Price 17,145,000 17,300,000 8,975,000 Weighted Rating Score 795 725 560 795 Adjustment Ratio1/ 17% 10% 42% 0% Adjusted Price 20,044,522 18,970,345 12,741,295 Significant Level of Comparison 30% 35% 35% 1 Comparative Value 6,013,357 6,639,621 4,459,453 17,112,430 Property Market Value (THB / unit) (rounded) 17,100,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 10 B01
8) Valuation of 2–Storey SDH: Type Q (Land area approx. 102.0 sq. m)
Table B01-10: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 4 Type 2-Storey SDH 2-Storey SDH 2-Storey SDH (Type: Edmund) (Type A-15) (Type: Prime) Project Narasiri Nusasiri City Ladarom Elegant Rama 2 Rama 2 Outer ring road-Sathorn Location Rama 2 Road, Rama 2 Road, Bang Kanchanaphisek Rd., Samae Dam, NumChued, Samut Bang Khae District, Bang Khun Thian, Sakorn Bangkok Bangkok Land Size 115.0 sq.wah 187.3 sq.wah 152.0 sq.wah
Usage area 313.0 sq.m. 390.0 sq.m. 302.0 sq.m. Progress Opening since 2014 Opening since 2011 Opening since 2011 Construction: 100% Construction: 100% Construction: 100% Sale progress: 90% Sale progress: n/a Sale progress: n/a Offering Price / THB 23,000,000 THB 22,500,000 THB 25,000,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 4 Property Property Location 25 7 5 7 8 Accessibility 10 7 6 7 7 Land Position 10 7 5 6 8 Type of building / materials 15 7 5 6 9 Building condition & maintenance 10 7 6 7 8 Maximum Utilization / Trading Liquidity 10 6 5 6 8 Infrastructure 10 7 7 7 7 Growth Trend 10 6 5 6 8 Total 100 680 540 655 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 4 Property Offering Price / Trading Price (THB /unit) 23,000,000 22,500,000 25,000,000 Appropriate Price 20,840,000 11,955,000 19,605,000 Weighted Rating Score 680 540 655 795 Adjustment Ratio1/ 17% 47% 21% 0% Adjusted Price 24,364,412 17,600,417 23,795,382 Significant Level of Comparison 40% 20% 40% 1 Comparative Value 9,745,765 3,520,083 9,518,153 22,784,001 Property Market Value (THB / unit) (rounded) 22,800,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1125-GL-1 dated June 16, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 11 B01
Diagram B01-1: Pictures of assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of SDH in Project Nirvana Beyond Rama 2 by the Independent Property Appraiser by using the Residual Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of similar projects, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. There are further deductions in the costs and expenses incurred in the development of the project, including various risk factors and the projected profits. The result is the project value according to the developed condition. These are suitable guidelines for reference in evaluating half-completed projects. Moreover, the valuation under this method is based on various assumptions formulated by the Independent Property Appraiser, such as assumptions of income, expenses, profit margin, as well as the discount rate used, etc. The appraisal by Independent Property Appraiser under this approach can accurately reflect the market value of the assets and is following generally accepted property valuation principles.
Appendix B Page 12 B02
B02. Project Nirvana Beyond Srinakarin Phrakiat Rama 9 Road, Nong Bon Subdistrict, Prawet District, Bangkok
(Nirvana Daii Public Company)
Table B02-1: Project Summary 2. Nirvana Beyond Srinakarin
No List Details and Financial Assumptions 1. Project Information 3-storey single-detached houses project Located Chalerm Phrakiat Rama 9 Road, Nong Bon Subdistrict, Prawet District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 1,000 THB Million Officially Launched Year 2013 Project Area 12-2-69.0 rais Construction Progress 100% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 58 units 1 units 1 units Value 1,000 THB Million 27 THB Million 24.8 THB Million 3. Sales Rate 1 Units per year (The project has one unit left) 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 5.81 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 0.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 13 B02
Table B02-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 63-1-2577-GL-1 Location Located at 288/32 within Project Nirvana Beyond Srinakarin, Chalerm Phrakiat Rama 9 Road, Nong Bon Subdistrict, Prawet District, Bangkok GPS Coordinate Lat: 13.680808 Lon : 100.665792 Appraised Items: One plot of land with an area of 0-0-54.9 rais (or 54.9 square wah) with one 3-storey Single- Detached House. Title Deed Title deeds no.46766 Type of Ownership Freehold Ownership Right NVDA Company Limited Obligation Mortgaged as collateral with UOB Bank Public Company Limited. Accessibility Road with the project and Chalerm Phrakiat Rama 9 Road as the main public road access Purpose of Appraisal Public purpose Town Plan and Yellow zone area which is set to use as lowly dense residential area according to the restricted area Regulation under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government - Development Project Method of Valuation Market Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of 3 Valuation comparable properties for comparative analysis by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price equals THB 20,000,000, totaling the appraisal price equal to THB 21,620,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B02-3) Appraisal Date December 14, 2020 Report Issuance Date January 4, 2021 Appraisal Price THB 21,620,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix B Page 14 B02
Table B02-3: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey SDH 3-storey SDH 2-storey SDH Type Most Type Most Project Nirvana Beyond Nirvana Beyond Burasiri-Pattanakarn Srinakarin Srinakarin Location Chalerm Phrakiat Rama 9 Chalerm Phrakiat Rama 9 Onnut Road, Nong Bon, Road, Nong Bon, Prawet, Road, Nong Bon, Prawet, Prawet, Bangkok Bangkok Bangkok Land Size 90 square wah 77.14 square wah 130.0 square wah
Construction area 418 sq.m. 418 sq.m. 399 sq.m. Land plot Square Square Square Land width 20.0 m. 20.0 m. 20.0 m. Offering Price / THB 29,000,000 THB 27,000,000 THB 35,000,000 Transaction Price per unit per unit per unit Offering Period December 2020 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 7 7 8 7 Accessibility 15 7 7 8 7 Land Size and Shape 15 7 7 7 7 Land Condition 15 7 7 7 8 Neighborhood Environment 10 7 7 7 7 Infrastructure 10 7 7 6 8 Maximum Utilization / Trading Liquidity 10 7 7 8 7 Growth Trend 5 7 7 8 7 Total 100 700 700 740 725
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 29,000,000 27,000,000 35,000,000 Appropriate Price 19,063,000 19,249,200 18,681,000 Weighted Rating Score 700 700 740 725 Adjustment Ratio1/ 4% 4% -2% 0% Adjusted Price 19,743,821 19,936,671 18,302,331 Significant Level of Comparison 40% 40% 20% 1 Comparative Value 7,897,529 7,974,669 3,660,466 19,532,663 Property Market Value (THB / unit) (rounded) 20,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2577-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 15 B02
Diagram B02-1: Project Location
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the single-detached house by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby assets, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets.
Appendix B Page 16 B03
B03. Project Nirvana Kasetnawamin Phase 1 Nuanchan Subdistrict, Bueng Kum District, Bangkok
(Nirvana Daii Public Company)
As of March 31, 2021, this project has no remaining unit.
Appendix B Page 17 B04
B04. Project Nirvana Kasetnawamin Phase 2 Nuanchan Subdistrict, Bueng Kum District, Bangkok
(Nirvana Daii Public Company)
Table B04-1: Project Summary 4.Nirvana Beyond Kasetnawamin Phase 2
No List Details and Financial Assumptions 1. Project Information 3-storey single-detached houses project Located in Nuanchan Subdistrict, Bueng Kum District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 708 THB Million Officially Launched Year 2015 Project Area 8-1-13.0 rais Construction Progress 100% as of March 31, 20201 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 37 units - units 1 units Value 708 THB Million - THB Million 24.5 THB Million 3. Sales Rate 1 Unit per year (The project has one unit left) 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 7.7 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 0.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
The Company does not engage an independent property appraiser to do an appraisal in this project as there is only one unit remaining.
Appendix B Page 18 B05
B05. Project Nirvana Beyond @Beach Pattaya Soi Na Chom Thian 14, Sukhumvit Road, Na Chom Thian Subdistrict, Sattahip District, Chonburi
(Nirvana Daii Public Company, NVDA Co., Ltd. & Nirvana Rama 9 Co., Ltd.)
Table B05-1: Project Summary 5.Nirvana Beyond @Beach Pattaya
No List Details and Financial Assumptions 1. Project Information 3-storey single-detached houses project Located in Soi Na Chom Thian 14, Sukhumvit Road, Na Chom Thian Subdistrict, Sattahip District, Chonburi Ownership Right Nirvana Daii Public Company Limited Nirvana Rama 9 Co., Ltd. NVDA Co., Ltd. Total Project Value 410 THB Million Officially Launched Year 2013 Project Area 4-2-41.0 rais Construction Progress 99% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 21 units - units 15 units Value 405 THB Million - THB Million 310 THB Million 3. Sales Rate 5-6 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 224.3 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 0.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 19 B05
Table B05-2: Summary of appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 63-1-2576-GL-1 Location Located on No. 57/2 57/3 57/4 57/5 57/6and57/7 Soi Na Chom Thian 14, Sukhumvit Road, Na Chom Thian Subdistrict, Sattahip District, Chonburi GPS Coordinate Property Group 1: Lat: 12.844755 Lon : 100.904187 Property Group 2: Lat: 12.844425 Lon : 100.904882 Appraised Items: 12 Title Deeds, a total area of 4-0-80.0 rais (1,680 sq. wah) under two groups Property Group 1: 1 plot (6 Title Deeds), a total area of 1-0-80.0 rais (480 sq. wah) with 6 units SDH Property Group 2: 1 plot (6 Title Deeds), a total area of 3-0-00.0 rais (1,200 sq. wah), a vacant plot of land Located with Project Nirvana Beyond @ Beach Pattaya Title Deed 12 Title deeds Property Group 1: 31461 3146269410 69411 6488267332 Property Group 2: 4362 4363 31465 31466 31467 31468 Type of Ownership Freehold Ownership Right Property Group 1: Title Deed No. 31461 69410 and 69411 under NVDA Co., Ltd. Title Deed No. 31462 under Ms. Supaporn Pityochit 1/ Title Deed No. 64882 under Nirvana Daii PLC Title Deed No. 67332 under Mr. Taewin Chayayon 1/ Property Group 2: Title Deed No. 4362 under Nirvana Rama 9 Co., Ltd. Title Deed No. 4363 31466 and 31468 under Nirvana Daii PLC Title Deed No. 31465 and 31467 under NVDA Co., Ltd. Obligation Title Deed No.: 4362 4363 31461 31465 31467 3146869410 and 69411 Mortgaged as collateral with UOB Public Company Limited. Title Deed No.: 3146231466 6488267332 Mortgaged as collateral with Land & Houses Bank UOB Public Company Limited. Accessibility The right to use the road access belongs to Devarana Project, it is private access but has registered a public servitude to the project. Purpose of Appraisal Public purpose Town Plan and Orange zone area Regulation according to the restricted area under the Eastern Special Development Plan 2019 (B.E. 2562) Best Potential Use of the Used for residential purpose Property Proximate Government -The construction of the special highway No. 7, Bangkok- Ban Chang, Pattaya–Map Ta Phut section Development Project - High-speed rail project to seamlessly connect three airports Method of Valuation Market Approach Main Assumption for Property Group 1: Valuation . The Independent Property Appraiser used the Market Approach by selecting the market data of housing with similar potential to the property to be acquired as data used for comparative analysis of 4SDHs by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 19,000,000 per unit, totaling the appraisal price of 6 units of SDH equal to THB 109,620,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B05-3)
Property Group 2: . The Independent Property Appraiser used the Market Approach by selecting the market data of vacant land with similar potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the land equal to THB 90,000 per square wah, totaling the land appraisal price equal to THB 108,000,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B05-4) Appraisal Date January 18, 2021
Appendix B Page 20 B05
Report Issuance Date January 21, 2021 Appraisal Price THB 217,620,000
Assets’ appraised vale THB 126,387,000 As at March 31, 2021 (1 unit of Property Group 1 and 6 units of Property Group 2) Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders Remark: 1/ As of September 30, 2020, these two plots belong to the Company and the Company sold and transferred them to the clients in the fourth quarter of 2020
1) Property Group 1
Table B05-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Comparative Data 4 Type 3-storey SDH 3-storey SDH 3-storey SDH 2-storey SDH Project Nirvana Beyond Nirvana Beyond Baan Talay Baan Nusa Chewani @ Beach @ Beach Pattaya Location Soi Na Chom Thian 14, Soi Na Chom Thian 14, Sukhumvit Road, KM 163 Sukhumvit Road, Na Chom Thian, Na Chom Thian, Na Chom Thian, Na Chom Thian, Sattahip, Chonburi Sattahip, Chonburi Sattahip, Chonburi Sattahip, Chonburi Land Size 80.0 square wah 89.0 square wah 135.0 square wah 137.0 square wah
Usage area 297.0 sq.m. 297.0 sq.m. 463.0 sq.m. 260.09 sq.m. Progress Opening since 2013 Opening since 2013 Opening since 2014 Opening since 2013 Offering Price / THB 21,880,000 THB 31,000,000 THB 25,000,000 THB 22,000,000 Transaction Price per unit per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 4 Property Property Location 20 6 7 7 7 6 Accessibility 10 6 7 7 7 6 Land Size and Shape 15 7 6 6 6 7 Land Condition 10 6 8 7 7 5 Neighborhood Environment 10 6 8 8 6 6 Infrastructure 10 6 6 6 6 6 Maximum Utilization / Trading Liquidity 5 6 6 6 6 6 Growth Trend 10 5 5 5 5 5 Total 100 605 660 650 630 595
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 4 Property Offering Price / Trading Price (THB / unit) 21,880,000 22,580,000 25,000,000 22,000,000 Appropriate Price 19,700,000 24,000,000 21,000,000 19,000,000 Weighted Rating Score 605 660 650 630 595 Adjustment Ratio1/ -2% -10% -8% -6% 0% Adjusted Price 19,374,380 21,636,364 19,223,077 17,944,444 Significant Level of Comparison 30% 20% 25% 25% Comparative Value 5,812,314 4,327,273 4,805,769 4,486,111 19,431,467 Property Market Value (THB / unit) (rounded) 19,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2576-GL-1 dated January 21, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 21 B05
2) Property Group 2
Table B05-4: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 5 Comparative Data 6 Comparative Data 7 Project Nirvana Beyond Baan Talay Baan Nusa Chewani @ Beach Pattaya Location Soi Na Chom Thian 14, Sukhumvit Road, KM 163 Sukhumvit Road, Na Chom Thian, Na Chom Thian, Na Chom Thian, Sattahip, Chonburi Sattahip, Chonburi Sattahip, Chonburi Project Size 14-1-86.5 rais 51-3-38.0 rais 57-1-49.3 rais Construction area 418 sq.m. 418 sq.m. 399 sq.m. Land plot 18 plots 68 plots 82 plots Progress Opening since 2013 Opening since 2013 Opening since 2013. Offering Price / THB 170,000 THB 110,000 THB 110,000 Transaction Price per sq.wah per sq.wah per sq.wah Offering area 80.0 sq.wah 135.0 sq.wah 137.0 sq.wah
Score Comparative Data Appraised Consideration Factors Percent (%) 5 6 7 Property Property Location 20 6 7 7 6 Accessibility 10 6 7 7 6 Land Size and Shape 15 7 6 6 7 Land Condition 10 8 8 8 4 Neighborhood Environment 10 6 6 6 5 Infrastructure 10 6 6 6 6 Maximum Utilization / Trading Liquidity 5 6 7 7 6 Growth Trend 10 8 8 8 5 Total 100 655 675 675 575
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 5 6 7 Property Offering Price / Trading Price (THB / sq.wah) 170,000 110,000 110,000 Appropriate Price 130,000 100,000 100,000 Weighted Rating Score 655 675 675 575 Adjustment Ratio1/ -12% -15% -15% 0% Adjusted Price 114,122 85,185 85,185 Significant Level of Comparison 30% 35% 35% Comparative Value 34,237 29,815 29,815 93,866 Property Market Value (THB / sq.wah) (rounded) 90,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2576-GL-1 dated January 21, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 22 B05
Diagram B05-1: Pictures of the appraised assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the single-detached house by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 4 nearby assets, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets.
The Advisor to Shareholders has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
For the appraisal price of this property, the Advisor to Shareholders considers the appraised value of 1 item from the 1st group of assets and 6 items from the 2nd group of assets only because they are the remaining assets of the project, as appeared in the Company's financial statements as at March 31, 2021.
Appendix B Page 23 B06
B06. Project Nirvana Icon Pinklao Phutthamonthon Sai 2 Road, Thawi Watthana District, Bangkok
(Sinhiran Co., Ltd.)
Joint venture project with land owners to develop real estate (Turnkey Project)*
Table B06-1: Project Summary 6.Nirvana Icon Pinklao
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Phutthamonthon Sai 2 Road, Thawi Watthana District, Bangkok
Joint venture project with land owners to develop real estate (Turnkey Project)* Ownership Right Sinhiran Company Limited Total Project Value 191 THB Million Officially Launched Year 2016 Project Area * Construction Progress 62% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 28 units 1 units 16 units Value 192 THB Million 41.5 THB Million 193.9 THB Million 3. Sales Rate 8 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 10% of unit value Transfer the residual on the delivery date 90% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 122 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00 % of sales Sales Promotion 2.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
The Company does not engage an independent property appraiser to do an appraisal in this project as this is a joint-venture project with an external party (turnkey project).
Appendix B Page 24 B07
B07. Project Nirvana Beyond Udonthani Ban Leom Subdistrict, MueangUdon Thani District, Udon Thani
(Chatchai Development Co., Ltd.)
Joint venture project with land owners to develop real estate (Turnkey Project)*
Table B07-1: Project Summary 7.Nirvana Beyond Udonthani
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Ban Leom Subdistrict, Mueang Udon Thani District, Udon Thani
Joint venture project with land owners to develop real estate (Turnkey Project)* Ownership Right Chatchai Development Company Limited Total Project Value 520 THB Million Officially Launched Year 2018 Project Area * Construction Progress 50% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 40 units 2 units 38 units Value 520 THB Million 14.7 THB Million 505 THB Million 3. Sales Rate 8 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 10% of unit value Transfer the residual on the delivery date 90% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 405 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 5.10 % of sales Sales Promotion 5.30 % of sales Management Expenses 3.10 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
The Company does not engage an independent property appraiser to do an appraisal in this project as this is a joint-venture project with an external party (turnkey project).
Appendix B Page 25 B08
B08. Project Nirvana Beyond Bangna @ U Park Bang Phli District, Samut Prakan
(At Property Co., Ltd.)
Joint venture project with land owners to develop real estate (Turnkey Project)*
Table B08-1: Project Summary 8.Nirvana Beyond Bangna at U Park
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Bang Phli District, Samut Prakan Joint venture project with land owners to develop real estate (Turnkey Project)* Ownership Right At Property Company Limited Total Project Value 492 THB Million Officially Launched Year 2020 Project Area * Construction Progress 27% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 35 units 5 units 28 units Value 492 THB Million 200.2 THB Million 566 THB Million 3. Sales Rate 12-17 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 10% of unit value Transfer the residual on the delivery date 90% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 277 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00% of sales Sales Promotion 2.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
The Company does not engage an independent property appraiser to do an appraisal in this project as this is a joint-venture project with an external party (turnkey project).
Appendix B Page 26 B09
B09. Project Nirvana The Tara Ramintra Soi Phraya Suren 35 (Somapa), Phraya Suren Rd., Bang Chan, Khlong Sam Wa, Bangkok
(NVDA Co., Ltd.)
Table B09-1: Project Summary 9.Nirvana The Tara Ramintra
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Soi Phraya Suren 35 (Somapa), Phraya Suren Rd., Bang Chan Subdistrict, Khlong Sam Wa District, Bangkok Ownership Right NVDA Co., Ltd. Total Project Value 268 THB Million Officially Launched Year 2010 Project Area 8-2-81.0 rais Construction Progress 100% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 54 units - units 7 units Value 268 THB Million - THB Million 73.2 THB Million 3. Sales Rate 7 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 41.4 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 5.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 27 B09
Table B09-2: Summary of appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 63-1-2578-GL-1 Location Located in Soi Phraya Suren 35 (Somapa), Phraya Suren Rd., Bang Chan Subdistrict, Khlong Sam Wa District, Bangkok GPS Coordinate Lat: 13.845888 Lon : 100.686860 Appraised Items: 14 Title Deeds (not connecting), with separate rights documents into sub-plots for the real estate for sale with the total area of 53-0-162.0 rais. An area of 3-0-18.0 (or 1,218 sq. wah) and 8 units of 2- storey SDHs as well as 6 plots of vacant land as follows: 1. Type Tara, 2-storey SDH with usage area of 153 sq. wah: 7 units 2. Type Motif, 2-storey SDH with usage area of 145 sq. wah: 1 unit 3. 6 plots of vacant land with a total area of 574sq. wah Title Deed 14 Title deeds consisting of: 65891 65892 65893 65894 65897 65900 65905 65906 65907 65909 65910 65911 65924 and 65925 Type of Ownership Freehold Ownership Right NVDA Co., Ltd. Obligation Mortgaged as collateral with UOB Public Company Limited. Accessibility Public road access via Phraya Suren Rd. Purpose of Appraisal Public purpose Town Plan and Yellow zone area, less densely populated area. Regulation according to the restricted area under the Bangkok Comprehensive Plan 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government A construction project of the Pink Metro line Development Project Method of Valuation Residual Value Approach – and using the market approach as a basis for verifying the value Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation land plots with SDHs with similar potential to the property to be acquired as data used for comparative analysis of 3-4 SDHs by considering factors affecting the value such as location, size, and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the appraised type of SDH according to the land size, usage area, and functionalities.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B09-3 to B09-5) Appraisal Date December 14, 2020
Report Issuance Date January 4, 2021 Appraisal Price Current situation: THB 57,460,000 Valuation (upon 100% completion): THB 57,840,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix B Page 28 B09
1) Valuation of 2 –Storey SDH – Type Tara
Table B09-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 2-storey SDH 2-storey SDH 2-storey SDH Project Chaiyapreuk Centro Habtia Motif Ramintra-Phraya Suren Ramintra 109 Panya-Ramintra Location Ramintra 109, Ramintra 109, Panya-Ramintra, Bang Chan, Bang Chan, Bang Chan, Khlong Sam Wa Khlong Sam Wa Khlong Sam Wa Land Size 57.0 sq. wah 76.0 sq. wah 102.0 sq. wah Usage area 160.0 sq.m. 185.0 sq.m. 200.0 sq.m. Progress Opening since 2017 Opening since 2019 Close Offering Price / THB 7,090,000 THB 8,890,000 THB 7,990,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 8 8 7 6 Accessibility 15 8 7 7 6 Land Size and Shape 15 7 7 7 7 Land Condition 15 8 8 6 8 Neighborhood Environment 10 8 8 7 8 Infrastructure 10 8 8 7 8 Maximum Utilization / Trading Liquidity 10 8 8 8 7 Growth Trend 5 8 8 8 7 Total 100 785 770 700 700
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 7,090,000 8,890,000 7,990,000 Appropriate Price 7,795,000 6,240,000 4,936,000 Weighted Rating Score 785 770 700 700 Adjustment Ratio1/ -11% -9% 0% 0% Adjusted Price 6,950,955 5,672,727 4,936,000 Significant Level of Comparison 30% 30% 40% Comparative Value 2,085,287 1,701,818 1,974,400 5,761,505 Property Market Value (THB / unit) (rounded) 5,800,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2578-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
2) Valuation of 2 –Storey SDH – Type Motif
Table B09-4: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 2-storey SDH 2-storey SDH 2-storey SDH Project Chaiyapreuk Centro Habtia Motif Ramintra-Phraya Suren Ramintra 109 Panya-Ramintra Location Ramintra 109, Ramintra 109, Panya-Ramintra, Bang Chan, Bang Chan, Bang Chan, Khlong Sam Wa Khlong Sam Wa Khlong Sam Wa Land Size 57.0 sq. wah 76.0 sq. wah 102.0 sq. wah Usage area 160.0 sq.m. 185.0 sq.m. 200.0 sq.m. Progress Opening since 2017 Opening since 2019 Close Offering Price / THB 7,090,000 THB 8,890,000 THB 7,990,000
Appendix B Page 29 B09
Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 8 8 7 6 Accessibility 15 8 7 7 6 Land Size and Shape 15 7 7 7 7 Land Condition 15 8 8 6 8 Neighborhood Environment 10 8 8 7 9 Infrastructure 10 8 8 7 8 Maximum Utilization / Trading Liquidity 10 8 8 8 7 Growth Trend 5 8 8 8 7 Total 100 785 770 700 710
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 7,090,000 8,890,000 7,990,000 Appropriate Price 8,155,000 6,680,000 5,240,000 Weighted Rating Score 785 770 700 710 Adjustment Ratio1/ -10% -8% 1% 0% Adjusted Price 7,375,860 6,159,481 5,314,857 Significant Level of Comparison 40% 35% 25% Comparative Value 2,950,344 2,155,818 1,328,714 6,434,876 Property Market Value (THB / unit) (rounded) 6,500,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2578-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
3) Valuation of 6 plots of vacant land (subplots within the project)
Table B09-5: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 4 Comparative Data 5 Comparative Data 6 Project Chaiyapreuk Centro Habtia Motif Ramintra-Phraya Suren Ramintra 109 Panya-Ramintra Location Ramintra 109, Ramintra 109, Panya-Ramintra, Bang Chan, Bang Chan, Bang Chan, Khlong Sam Wa Khlong Sam Wa Khlong Sam Wa Project Size 51-3-21.0 rais 40-3-63.23 rais N/A (20,721.0 sq. wah) (16,363.23sq. wah) No. of subplots 255 subplots 168 subplots N/A Progress Opening since 2017 Opening since 2019 Close Offering Price / THB 60,000 THB 70,000 THB 50,000 Transaction Price per sq. wah per sq. wah per sq. wah Offering land size 57.0sq. wah 76.0sq. wah 102.0sq. wah
Score Comparative Data Appraised Consideration Factors Percent (%) 4 5 6 Property Property Location 20 8 8 8 6 Accessibility 15 8 7 8 7 Land Size and Shape 10 7 7 7 7 Land Condition 10 7 8 7 7 Neighborhood Environment 10 7 8 7 7 Infrastructure 10 7 7 7 7 Maximum Utilization / Trading Liquidity 10 7 8 7 7 Growth Trend 10 7 8 7 7 Total 100 735 760 735 680
Appendix B Page 30 B09
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 4 5 6 Property Offering Price / Trading Price (THB / sq. wah) 60,000 70,000 50,000 Appropriate Price 42,000 50,000 42,000 Weighted Rating Score 735 760 735 680 Adjustment Ratio1/ -7% -11% -7% 0% Adjusted Price 38,857 44,737 38,857 Significant Level of Comparison 40% 20% 40% Comparative Value 15,543 8,947 15,543 40,033 Property Market Value (THB / sq. wah) (rounded) 40,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2578-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Diagram B09-1: Project layout plots
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of SDH in Project Nirvana The Tara Ramaintra by the Independent Property Appraiser by using the Residual Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of similar projects, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. There are further deductions in the costs and expenses incurred in the development of the project, including various risk factors and the projected profits. The result is the project value according to the developed condition. These are suitable guidelines for reference in evaluating half-completed projects. Moreover, the valuation under this method is based on various assumptions formulated by the Independent Property Appraiser, such as assumptions of income, expenses, profit margin, as well as the discount rate used, etc. The appraisal by Independent Property Appraiser under this approach can accurately reflect the market value of the assets and is following generally accepted property valuation principles
Appendix B Page 31 B10
B10 Project Element Bangna Soi Nakorn Thong 1, Thep Ratana Road (Bangna-Trad Road), Ratchadewa, Bang Phli, Samut Prakan
(Nirvana Rama 9 Co., Ltd.)
Table B10-1: Project Summary 10.Nirvana Element Bangna
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Soi Nakorn Thong 1, Thep Ratana Road (Bangna-Trad Road), Ratchadewa Subdistrict, Bang Phli District, Samut Prakan Ownership Right Nirvana Rama 9 Co., Ltd. Total Project Value 2,038 THB Million Officially Launched Year 2020 Project Area 43-2-91.0 rais Construction Progress 38% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 172 units 12 units 159 units Value 2,038 THB Million 157 THB Million 1,868 THB Million 3. Sales Rate 20 - 35 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 797 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00 % of sales Sales Promotion 2.00 % of sales Management Expenses 3.20 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 32 B10
Table B10-2: Summary of appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser Appraisal Report No. 64-1-1126-GL-1 Location Located in Soi Nakorn Thong 1, Thep Ratana Road (Bangna-Trad Road), Ratchadewa Subdistrict, Bang Phli District, Samut Prakan GPS Coordinate Lat: 13.634619 Lon : 100.717721 Appraised Items: 171 Plots of vacant land (4 Title Deeds not connecting), with the total area of 27-2-68.9 rais (or 11,068.9 sq. wah) including buildings and improvements under development. There are 4 items, namely: 1. Type 406, 2-storey SDH: 8 units 2. Type 306, 2-storey SDH:37 units 3. Type 235, 2-storey SDH: 54 units 4. Type 172, 2-storey SDH: 73 units Remark: In this appraisal, the Independent Appraiser considers the value per unit of the entire plot of assets which must be used continuously, not the value of any one plot or title deed. Title Deed 4 Title deeds consisting of 171 plots of land Type of Ownership Freehold Ownership Right Nirvana Rama 9 Co., Ltd. Obligation Mortgaged as collateral with Land & Houses Bank Public Company Limited. Purpose of Appraisal Public purpose Town Plan and Green zone area, a rural and agricultural area Regulation according to the restricted area under the Samut Prakan Provincial Planning Area 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose, horizontal housing project type Property Proximate Government A construction project of the Pink Metro line Development Project Method of Valuation Residual Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation SDHs with similar potential to the property to be acquired as data used for comparative analysis of 3-4 SDHs by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the appraised type of SDH according to the land size, usage area, and functionalities (Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B10-3 to B10-4) Appraisal Date June 8, 2021 Report Issuance Date June 18, 2021 Appraisal Price Current situation: THB 505,707,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders. Remark: In this appraisal, the Independent Appraiser considered the value per unit of the entire plot of assets which must be used continuously, not the value of any one plot or title deed.
Appendix B Page 33 B10
1) Valuation of 2–Storey SDH: Type 406 (Land size approx. 70 sq. wah)
Table B10-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 2 Comparative Data 3 Comparative Data 4 Type 2-Storey SDH 2-Storey SDH 2-Storey SDH (Type: Magnitude) (Type: Retreat) (Type: Retreat) Project Centro Bangna Km.7 The City Bangna Km.7 Areeya Como Premo Bagna Location Soi Ratchawinit Soi Ratchawinit Soi Mahachai Deparat Bangkaew School Bangkaew School Road Theparat Road Theparat Road (ThorLor 34) (ThorLor 34) (ThorLor 34) Land Size 56.0 sq.wah 81.9 sq.wah 50.0 sq.wah Usage area 190.0 sq.m. 260.0 sq.m. 168.0 sq.m. Progress Opening since 2017 Opening since 2017 Opening since 2018 Construction: 100% Construction: 100% Construction: n/a Sale progress: 100% Sale progress: 100% Sale progress: 90% Offering Price / THB 8,890,000 THB 14,900,000 THB 6,690,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 2 3 4 Property Property Location 25 7 7 7 7 Accessibility 15 7 7 6 7 Land Position 10 7 7 7 7 Type of building / materials 10 6 8 6 7 Building condition & maintenance 10 8 8 8 8 Maximum Utilization / Trading Liquidity 10 7 7 6 8 Infrastructure 10 8 8 6 7 Growth Trend 10 7 7 6 7 Total 100 710 730 655 720
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 2 3 4 Property Offering Price / Trading Price (THB /unit) 8,890,000 14,900,000 6,690,000 Appropriate Price 12,660,000 16,348,000 11,030,000 Weighted Rating Score 710 730 655 720 Adjustment Ratio1/ 1% -1% 10% 0% Adjusted Price 12,838,310 16,124,055 12,124,580 Significant Level of Comparison 35% 45% 20% 1 Comparative Value 4,493,408 7,255,825 2,424,916 14,174,149 Property Market Value (THB / unit) (rounded) 14,200,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1126-GL-1 dated June 18, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 34 B10
2) Valuation of 2–Storey SDH: Type 306 (Land size approx. 60 sq. wah)
Table B10-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 2 Comparative Data 4 Comparative Data 5 Type 2-Storey SDH 2-Storey SDH 2-Storey SDH (Type: Magnitude) (Type: Retreat) Project Centro Bangna Km.7 Areeya Como Premo Golden Neo 2 Bagna Location Soi Ratchawinit Soi Mahachai Deparat Kingkaew Road Bangkaew School Road Theparat Road (ThorLor 34) (ThorLor 34) Land Size 56.0 sq.wah 50.0 sq.wah 50.0 sq.wah Usage area 190.0 sq.m. 168.0 sq.m. 136.0 sq.m. Progress Opening since 2017 Opening since 2018 Opening since 2018 Construction: 100% Construction: n/a Construction: n/a Sale progress: 100% Sale progress: 90% Sale progress: 70% Offering Price / THB 8,890,000 THB 6,690,000 THB 5,599,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 2 4 5 Property Property Location 25 7 7 6 7 Accessibility 15 7 6 6 7 Land Position 10 7 7 7 7 Type of building / materials 10 6 6 6 7 Building condition & maintenance 10 8 8 8 8 Maximum Utilization / Trading Liquidity 10 7 6 6 8 Infrastructure 10 8 6 5 7 Growth Trend 10 7 6 5 7 Total 100 710 655 610 720
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 2 4 5 Property Offering Price / Trading Price (THB /unit) 8,890,000 6,690,000 5,599,000 Appropriate Price 10,320,000 8,890,000 8,320,000 Weighted Rating Score 710 655 610 720 Adjustment Ratio1/ 1% 10% 18% 0% Adjusted Price 10,465,352 9,772,214 9,820,328 Significant Level of Comparison 40% 30% 30% 1 Comparative Value 4,186,141 2,931,664 2,946,098 10,063,903 Property Market Value (THB / unit) (rounded) 10,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1126-GL-1 dated June 18, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 35 B10
Diagram B10-1: Project Site
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of SDH in Project Nirvana Element Bangna by the Independent Property Appraiser by using the Residual Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of similar projects, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. There are further deductions in the costs and expenses incurred in the development of the project, including various risk factors and the projected profits. The result is the project value according to the developed condition. These are suitable guidelines for reference in evaluating half-completed projects. Moreover, the valuation under this method is based on various assumptions formulated by the Independent Property Appraiser, such as assumptions of income, expenses, profit margin, as well as the discount rate used, etc. The appraisal by Independent Property Appraiser under this approach can accurately reflect the market value of the assets and is following generally accepted property valuation principles
Appendix B Page 36 B11
B11 Project Nirvana @Work Ramintra Ramintra Road, Anusawari Subdistrict, Bang Khen District, Bangkok
(Nirvana Daii Public Company)
Table B11-1: Project Summary 11.Nirvana @Work Ramintra
No List Details and Financial Assumptions 1. Project Information Home Office project Located in Ramintra Road, Anusawari Subdistrict, Bang Khen District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 1,023 THB Million Officially Launched Year 2016 Project Area 9-0-32.0 rais Construction Progress 96% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 61 units 2 units 1 units Value 1,023 THB Million 35.4 THB Million 25.0 THB Million 3. Sales Rate 1 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 18.3 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 1.00 % of sales Sales Promotion 5.70 % of sales Management Expenses 9.50 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 37 B11
Table B11-2: Summary of appraisal by the Independent Property Appraiser Independent Property Ktac Appraisal and Service Co., Ltd. Appraiser Appraisal Report No. KTAC-64/00386 Location Located in Nirvana @Work Ramintra Ramintra Road, Anusawari Subdistrict, Bang Khen District, Bangkok GPS Coordinate Lat : 13.869382 Lon : 100.607849 Title Deed 14 Title deeds No.: 222832 222833 222851 222852 222854 222855 222856 222858 222859 222860 222862 222863 222876 and 222879 with the total area of 1-0-53.3 rais (or 453.3 sq. wah) Appraised Items: 4-storey Home Office There are 14 items, namely: Type A: 6 units and Type B: 8 units Type of Ownership Freehold Ownership Right - Nirvana Daii PLC For Title Deed No: 222832 222833 222851 222852 222854 222855 222856 222858 222859 222862 222863 and 222879 (12 Title Deeds with a total area of 391.60 sq. wah) -The Infinity Data Co., Ltd. Title Deed No. 222860 1/ - Ms. Noramon Prapasith Title Deed No. 222876 1/ Obligation Title Deed No. 222832 mortgaged as collateral with Kiatnakin Bank PLC Title Deed No. 222860 mortgaged as collateral with UOB Bank PLC Title Deed No. 222876 mortgaged as collateral with Bank of Ayudhya PLC The remaining 11 Title Deeds mortgaged as collateral with Land & Houses Bank PLC Purpose of Appraisal Public purpose Town Plan and Yellow zone area, less densely populated Regulation according to the restricted area under the Bangkok Metropolitan Planning Year 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government A construction project of the Pink Metro line, between Ram Inthra Station 3 and Lat Pla Khao Station Development Project Method of Valuation Market approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation assets similar potential to the property to be acquired as data used for 4 comparative analysis by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the 14 units of the Home Office.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B11-3 and B11-4) Appraisal Date December 14, 2020 Report Issuance Date December 24, 2021 Appraisal Price THB 241,275,000 Assets’ appraised vale THB 54,200,000 As at March 31, 2021 (3 units of Home Office: consisting of 2 units of Type A and 1 unit of Type B) Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders. Remark: 1/ As of September 30, 2020, these two plots belong to the Company and the Company sold and transferred them to the clients in the fourth quarter of 2020
Appendix B Page 38 B11
1) Valuation of 6 units Type A – Home Office of 7.85 x 12.00 meters
Table B11-3: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 6 Type 4-storey Home Office 4-storey Home Office 4-storey Home Office with loft Type B with loft Type A Project Nirvana @Work Nirvana @Work Areeya Ramintra Kaset-Nawamin The Parti Location Ramintra Road Prasert-Manukij Road Lat Pla Klao Land Size 27.3 sq. wah 40.0 sq.wah 22.7 sq.wah Building size 6x12 meter 8x11 meter 6x10 meter Usage area 312 sq.m. 400sq.m. 258sq.m. Land shape Rectangle Rectangle Polygon Frontage width 6.0 meters 8.0 meters 6.0 meters Offering Price / THB 14,200,000 THB 22,500,000 THB 9,490,000 Transaction Price per unit per unit per unit Offering period For sale For sale For sale December 2020 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 6 Property Property Location 10 8 7 6 8 Accessibility 10 8 7 6 9 Neighborhood Environment 10 8 7 6 8 Land Size 15 6 9 5 8 Condition of unit 5 8 8 9 8 Type of building 5 9 9 8 9 Usage area 10 7 9 6 9 Decoration 10 7 9 7 7 Infrastructure 5 7 7 7 7 Maximum Utilization 5 8 8 8 8 Trading Liquidity 10 7 8 6 8 Restriction 5 7 7 7 7 Total 100 735 800 640 805
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 6 Property Offering Price / Trading Price (THB / unit) 14,200,000 22,500,000 9,490,000 Appropriate Price 14,200,000 20,700,000 8,800,000 Weighted Rating Score 735 800 640 805 Adjustment Ratio1/ 1.0952 1.0063 1.2578 1.0000 Adjusted Price 15,552,381 20,829,375 11,068,750 Significant Level of Comparison 6.48% 90.77% 2.75% Comparative Value 1,008,308.00 18,906,034.00 304,445.00 20,218,787 Property Market Value (THB / unit) (rounded) 20,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. KTAC-63/00386 dated December 24, 2020 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 39 B11
2) Valuation of 8 units Type B – Home Office of 6.00 x 12.00 meters
Table B11-4: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 6 Type 4-storey Home Office 4-storey Home Office 4-storey Home Office with loft Type B with loft Type A Project Nirvana @Work Nirvana @Work Areeya Ramintra Kaset-Nawamin The Parti Location Ramintra Road Prasert-Manukij Road Lat Pla Klao Land Size 27.3 sq. wah 40.0 sq.wah 22.7 sq.wah Building size 6x12 meter 8x11 meter 6x10 meter Usage area 312 sq.m. 400sq.m. 258sq.m. Land shape Rectangle Rectangle Polygon Frontage width 6.0 meters 8.0 meters 6.0 meters Offering Price / THB 14,200,000 THB 22,500,000 THB 9,490,000 Transaction Price per unit per unit per unit Offering period For sale For sale For sale December 2020 December 2020 December 2020
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 6 Property Property Location 10 8 7 6 8 Accessibility 10 8 7 6 8 Neighborhood Environment 10 8 7 6 8 Land Size 15 6 9 5 6 Condition of unit 5 8 8 9 8 Type of building 5 9 9 8 9 Usage area 10 7 9 6 7 Decoration 10 7 9 7 7 Infrastructure 5 7 7 7 7 Maximum Utilization 5 8 8 8 8 Trading Liquidity 10 7 8 6 7 Restriction 5 7 7 7 7 Total 100 735 800 640 735
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 6 Property Offering Price / Trading Price (THB / unit) 14,200,000 22,500,000 9,490,000 Appropriate Price 14,200,000 20,700,000 8,800,000 Weighted Rating Score 735 800 640 735 Adjustment Ratio1/ 1.0000 0.9188 1.1484 1.000 Adjusted Price 14,200,000 19,018,125 10,106,250 Significant Level of Comparison 97.47% 1.50% 1.03% Comparative Value 13,841,358 285,197 103,695 14,230,249 Property Market Value (THB / unit) (rounded) 14,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. KTAC-63/00386 dated December 24, 2020 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Appendix B Page 40 B11
Diagram B11-1: Picture of Site and the fixtures
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the home office by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby assets, which were examined and considered appropriate by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets. For the appraisal price of the property, the Advisor to Shareholders considers the appraised price of the assets of 3 units: consisting 2 units of Type A, 1 unit of Type 1 only, since they are the remaining assets of the project, as appeared in the Company's financial statements as at March 31, 2021.
Appendix B Page 41 B12
B12 Project Nirvana @Work Ladprao-Kaset Nawamin Prasert Manukit Rd., Nawamin Subdistrict, Bueng Kum District, Bangkok
(Nirvana Daii Public Company)
Table B12-1: Project Summary 12. Nirvana @ Work Ladprao
No List Details and Financial Assumptions 1. Project Information Home Office project Located in Prasert Manukit Rd., Nawamin Subdistrict, Bueng Kum District, Bangkok Ownership Right Nirvana Daii Public Company Limited Total Project Value 1,038 THB Million Officially Launched Year 2016 Project Area 7-1-1.0 rais Construction Progress 96% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 56 units 1 units 20 units Value 1,038 THB Million 13.64 THB Million 400 THB Million 3. Sales Rate 6-8 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 340 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 1.00 % of sales Sales Promotion 2.00 % of sales Management Expenses 2.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 42 B12
Table B12-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser
Appraisal Report No. VR090/2020 Location Located in Prasert Manukit Rd., Nawamin Subdistrict, Bueng Kum District, Bangkok GPS Coordinate Lat : 13.818108 Lon : 100.637619 (WGS-1984) Appraised Item Group 1: 17 units of 4-Storey Home Office (Type A: 3 units and Type B: 14 units) Group 2: 5 units of 4-Storey Home Office (Type C: 3 units) Title Deed Group 1: 17 Title deeds no. 29490 29499 29503 29504 29505 29508 29509 29510 29511 29512 29519 29514 29515 29516 29517 29523 and 29532 Group 2: 5 Title deeds no. 29285 29288 29289 29290 29292 Type of Ownership Freehold Ownership Right Nirvana Daii Public Company Limited Obligation Group 1 : Title deeds no. 29490 29499 29503 29504 29505 29509 29510 29511 29512 29514 29515 29516 29517 29523 and 29532Mortgaged as collateral with Kiatnakin Bank Public Company Limited Title deeds no. 29408 29519 Mortgaged as collateral with Kasikorn Bank Public Company Limited Group 2: Title deeds are mortgaged as collateral with Kiatnakin Bank Public Company Limited Accessibility Road under land allocation and private access Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and Yellow zone area is set to use as a less dense residential area according to the restricted area under Regulation the Bangkok Metropolitan Plan 2013 (B.E. 2556). Best Potential Use of the Used for residential purpose Property Proximate Government - Development Project Method of Valuation Market Approach and using Portfolio / wholesale value for discounting each unit Main Assumption for . The Appraiser used a Market Approach by selecting the market data of home office with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 assets by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. The Independent Property Appraiser calculated the appraisal value of 8 units of the appraised assets. (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table B12-3 to B12-5) Appraisal Date December 22, 2020 Report Issuance Date December 30, 2020 Appraisal Price THB 352,300,000 Assets’ appraised vale THB 329,484,310 As at March 31, 2021 (21 units of Home Office: consisting of 15 units of Type A and B and 6 unit of Type C) Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix B Page 43 B12
1) Valuation of Type A: 4-storey Home Office (Land area 40.10 sq. wah & usage area 389.00 sq.m.)
Table B12-3: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 4-storey Home Office 4-storey Home Office 4-storey Home Office 4-storey Home Office Type of Property Type A Type A Type A Type A Type of Info. (Buy/ Sale) For Sale For Sale For Sale For Sale Project Nirvana @ Work Nirvana @ Work Nirvana @ Work Nirvana @ Work Ladprao Ladprao Ladprao Ladprao Location Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Nawamin Nawamin Nawamin Nawamin
Location of unit Corner Unit Unit Unit Unit on the project’s main road on the project’s main road on the project’s main road on the project’s main road Building Usage Life About 1 year About 3 years About 2 years About 3 years Land Size 40.10 sq. wah 41.60 sq. wah 40.10 sq. wah 43.70 sq. wah Building Size 7.85x12.00 m. 7.85x12.00 m. 7.85x12.00 m. 7.85x12.00 m. Usage area 389.0 sq.m. 389.0 sq.m. 389.0 sq.m. 389.0 sq.m. Type of Building / Modern / Modern / Modern / Modern / Quality of finishing High quality High quality High quality High quality Appearance of Property New New New New (construction complete) (construction complete) (construction complete) (construction complete) Interior decoration Moderate to good Moderate to good Moderate to good Moderate to good Offer / Buy-Sell Period December 2020 December 2020 March 2019 September 2017 Offering Price / per unit - THB 25,000,000 THB 20,000,000 THB 21,581,800 Adjusted Offering Price - THB 21,500,000 THB 20,000,000 THB 21,581,800 Adjusted Quantitative -THB 405,000 -THB 972,000 Factor (Land size) Adjusted Quantitative - - - - Factor (Usage Area) Adjusted Quantitative - - - - Factor (Furnishing) Offering Price THB 21,095,000 THB 20,000,000 THB 20,609,800
After Adjustments Consideration Factors Offering Period 0.0% 5.1% 9.9% Location of Project 0.0% 0.0% 0.0% Location of Unit 5.0% 0.0% 5.0% Type of unit / Quality 0.0% 0.0% 0.0% Current Building 0.0% 0.0% 0.0% Interior Decoration 0.0% 0.0% 0.0% Parking area 0.0% 0.0% 0.0% Other factors 0.0% 0.0% 0.0% Total Adjustments 5.0% 5.1% 14.9% Adjusted Price 22,283,470 22,149,750 21,020,000 23,680,660 Total Adjustment 25 5 5 15 % Total Adjustment 1.00 0.20 0.20 0.60 Convert 11.58 5.00 4.90 1.68 Comparison 1.00 0.43 0.42 0.14 Final Revision Price 21,893,325 9,563,950 8,898,176 3,431,200 (THB / unit) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR090/2020 dated December 30, 2020
Appendix B Page 44 B12
2) Valuation of Type B: 4-storey Home Office (Land area 28.50 sq. wah & usage area 291.00 sq.m.)
Table B12-4: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 4 Comparative Data 5 Comparative Data 6 4-storey Home Office 4-storey Home Office 4-storey Home Office 4-storey Home Office Type of Property Type B Type B Type B Type B Type of Info. (Buy/ Sale) For Sale For Sale For Sale For Sale Project Nirvana @ Work Nirvana @ Work Nirvana @ Work Nirvana @ Work Ladprao Ladprao Ladprao Ladprao Location Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Nawamin Nawamin Nawamin Nawamin
Location of unit Corner Unit Unit Unit Unit on the project’s main road on the project’s main road on the project’s main road on the project’s main road Building Usage Life About 1 year About 3 years About 3 years About 2 years Land Size 25.50 sq. wah 26.30 sq. wah 26.30 sq. wah 25.50 sq. wah Building Size 6.00x12.00 m. 6.00x12.00 m. 6.00x12.00 m. 6.00x12.00 m. Usage area 291.0 sq.m. 291.0 sq.m. 291.0 sq.m. 291.0 sq.m. Type of Building / Modern / Modern / Modern / Modern / Quality of furnishing High quality High quality High quality High quality Appearance of Property New New New New (construction complete) (construction complete) (construction complete) (construction complete) Interior decoration Moderate to good Moderate to good Moderate to good Moderate to good Offer / Buy-Sell Period December 2020 June 2020 December 2020 March 2019 Offering Price / per unit - THB 17,500,000 THB 19,500,000 THB 15,000,000 Adjusted Offering Price - - THB 17,500,000 - Adjusted Quantitative -THB 216,000 -THB 216,000 - Factor (Land size) Adjusted Quantitative - - - - Factor (Usage Area) Adjusted Quantitative - - - - Factor (Furnishing) Offering Price THB 17,284,000 THB 17,284,000 THB 15,000,000
After Adjustments Consideration Factors Offering Period 0.0% 0.0% 6.0% Location of Project 0.0% 0.0% 0.0% Location of Unit -5.0% -5.0% 0.0% Type of unit / Quality 0.0% 0.0% 0.0% Current Building 0.0% 0.0% 0.0% Interior Decoration 0.0% 0.0% 0.0% Parking area 0.0% 0.0% 0.0% Other factors -3.0% -3.0% 0.0% Total Adjustments 8.0% -8.0% 6.0% Adjusted Price 15,900,853 15,901,280 15,901,280 15,900,000 Total Adjustment 22 8 8 6 % Total Adjustment 1.00 0.36 0.36 0.27 Convert 9.17 2.75 2.75 3.67 Comparison 1.00 0.30 0.30 0.40 Final Revision Price 15,900,768 4,770,384 4,770,384 6,360,000 (THB / unit) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR090/2020 dated December 30, 2020
Appendix B Page 45 B12
3) Valuation of Type C: 4-storey Home Office (Land area 64.00 sq. wah & usage area 457.00 sq.m.)
Table B12-5: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 7 Comparative Data 8 Comparative Data 9 4-storey Home Office 4-storey Home Office 4-storey Home Office 4-storey Home Office Type of Property Type C Type C Type C Type C Type of Info. (Buy/ Sale) For Sale For Sale For Sale For Sale Project Nirvana @ Work Nirvana @ Work Nirvana @ Work Nirvana @ Work Ladprao Ladprao Ladprao Ladprao Location Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Prasert Manukit Rd., Nawamin Nawamin Nawamin Nawamin
Location of unit Corner Unit Unit Unit Unit on the project’s main road on the project’s main road on the project’s main road on the project’s main road Building Usage Life About 1 year About 3 years About 3 years About 2 years Land Size 64.00 sq. wah 41.60 sq. wah 43.70 sq. wah 64.00 sq. wah Building Size 7.75x14.00 m. 7.85x12.00 m. 7.85x12.00 m. 7.75x14.00 m. Usage area 457.0 sq.m. 389.0 sq.m. 389.0 sq.m. 457.0 sq.m. Type of Building / Modern / Modern / Modern / Modern / Quality of furnishing High quality High quality High quality High quality Appearance of Property New New New New (construction complete) (construction complete) (construction complete) (construction complete) Interior decoration Moderate to good Moderate to good Moderate to good Moderate to good Offer / Buy-Sell Period December 2020 December 2020 September 2017 March 2017 Offering Price / per unit - THB 25,000,000 THB 21,581,800 THB 27,500,000 Adjusted Offering Price - THB 21,500,000 THB 21,581,800 THB 27,500,000 Adjusted Quantitative THB 6,048,000 THB 5,481,000 - Factor (Land size) Adjusted Quantitative - THB 1,659,200 THB 1,659,200 - Factor (Usage Area) Adjusted Quantitative - - - - Factor (Furnishing) Offering Price THB 29,207,200 THB 28,722,000 THB 27,500,000
After Adjustments Consideration Factors Offering Period 0.0% 9.9% 12.0% Location of Project 5.0% 5.0% 0.0% Location of Unit 10.0% 5.0% 0.0% Type of unit / Quality 0.0% 0.0% 0.0% Current Building 0.0% 0.0% 0.0% Interior Decoration 0.0% 0.0% 0.0% Parking area 0.0% 0.0% 0.0% Other factors 0.0% 0.0% 10.0% Total Adjustments 15.0% 19.9% 22.0% Adjusted Price 33,858,653 33,588,280 34,437,678 33,550,000 Total Adjustment 57 15 20 22 % Total Adjustment 1.00 0.26 0.35 0.39 Convert 9.24 3.79 2.86 2.59 Comparison 1.00 0.41 0.31 0.28 Final Revision Price 33,840,437 13,790,630 10,657,820 9,391,986 (THB / unit) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR090/2020 dated December 30, 2020
Appendix B Page 46 B12
Diagram B12-1: Project location and land plot of the appraised assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the home office by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby assets, which were examined and considered appropriate by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets. For the appraisal price of the property, the Advisor to Shareholders considers the appraised price of 15 units of Type A & B and 6 units of Type C of a home office, as they are the remaining assets of the project, as appeared in the Company's financial statements as at March 31, 2021.
Appendix B Page 47 B13
B13 Project Nirvana Define Srinakarin-Rama 9 Srinakarin-Romklao Rd., Saphan Sung Subdistrict, Saphan Sung District, Bangkok
(Nirvana U Company Limited)
Table B13-1: Project Summary 13.Nirvana Define Srinakarin-Rama 9
No List Details and Financial Assumptions 1. Project Information Town home project 3-3.5 storey Located in Srinakarin-Romklao Rd., Saphan Sung Subdistrict, Saphan Sung District, Bangkok Ownership Right Nirvana U Company Limited Total Project Value 1,760 THB Million Officially Launched Year 2018 Project Area 19-0-75.7 rais Construction Progress 96% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 173 units 10 units 55 units Value 1,760 THB Million 99.85 THB Million 633 THB Million 3. Sales Rate 26 - 28 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 233 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 4.20 % of sales Sales Promotion 2.20 % of sales Management Expenses 4.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 48 B13
Table B13-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser
Appraisal Report No. 64-1-1127-GL-1 Location Located in Srinakarin-Romklao Rd., Saphan Sung Subdistrict, Saphan Sung District, Bangkok GPS Coordinate Lat: 13.750874 Lon : 100.683136 Appraised Item 65 plots of land (65 Title deeds) with a total area of 4-3-11.2 rais (or 1,911.2 sq. wah) including buildings and those under construction. 1. Type A 3-storey Town Home: 18 units 2. Type B 3-storey Town Home: 15 units 3. Type C 3-storey Town Home: 23 units 4. Type D 3-storey Town Home: 9 units Title Deed 65 Title deeds Type of Ownership Freehold Ownership Right Nirvana U Company Limited Obligation 56 Title deeds mortgaged as collateral with Kiatnakin Bank Public Company Limited 4 Title deeds mortgaged as collateral with Land & House Bank Public Company Limited 1 Title deed mortgaged as collateral with Kasikorn Bank Public Company Limited 1 Title deed mortgaged as collateral with Bangkok Bank Public Company Limited 3 Title deeds not mortgaged as collateral (no obligation with any financial institutions) Accessibility Public road access via Srinakarin-Romklao Rd. Purpose of Appraisal To know the current market value of the property using for a public purpose Town Plan and Yellow zone area is set to use as a less dense residential area according to the restricted area under Regulation the Bangkok Metropolitan Plan 2013 (B.E. 2556). Best Potential Use of the Used for residential purpose Property Proximate Government - Development Project Method of Valuation Residual Value Approach – and using the market approach as a basis for verifying the value Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation townhome with similar potential to the property to be acquired as data used for comparative analysis of 3-4 town homes by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the appraised type of SDH according to the land size, usage area, and functionalities.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B13-3 and B13-6) Appraisal Date June 8, 2021 Report Issuance Date June 17, 2021 Appraisal Price Current situation: THB 561,100,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix B Page 49 B13
1) Valuation of 3-storey Town Home with loft
Table B13-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey Town Home 3-storey Town Home 3-storey Town Home Type B Project Nirvana Define Townhome Pandao Vizio Srinakarin – Rama 9 Place Ramkhamhaeng Location Srinakarin-Romklao Rd., Krungthep-Kreetha Rajpattana Rd. Saphan Sung Saphan Sung Saphan Sung Land Size 21.6 sq. wah 18.0 sq.wah 16.0 sq.wah Usage area 230.0sq.m. 250.0 sq.m. 210.0sq.m. Project Progress Opening since 2018 Opening since 2019 Opening since 2016 Offering Price / THB 11,700,000 THB 11,900,000 THB 8,500,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 15 8 7 6 7 Accessibility 10 8 7 6 8 Land Location 10 7 7 7 7 Type of building / materials 15 8 7 7 9 Condition of unit 15 8 6 6 8 Infrastructure 15 7 7 6 7 Environment surrounding 10 7 7 7 7 Growth potential 10 8 7 7 8 Total 100 765 685 645 765
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 11,700,000 11,900,000 8,500,000 Appropriate Price 14,763,000 12,995,000 12,235,000 Weighted Rating Score 765 685 645 750 Adjustment Ratio1/ 0% 12% 19% 0% Adjusted Price 14,763,000 14,512,664 14,511,279 Significant Level of Comparison 40% 35% 25% Comparative Value 5,905,200 5,079,432 3,627,820 14,612,452 Property Market Value (THB / unit) (rounded) 14,600,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1127-GL-1 dated June 17, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
2) Valuation of 3-storey Town Office with loft Type B
Table B13-4: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey Town Home 3-storey Town Home 3-storey Town Home Type B Project Nirvana Define Townhome Vizio Srinakarin – Rama 9 Pandao Place Ramkhamhaeng Location Srinakarin-Romklao Rd., Krungthep-Kreetha Rajpattana Rd. Saphan Sung Saphan Sung Saphan Sung Land Size 21.6 sq. wah 18.0 sq.wah 16.0 sq.wah Usage area 230.0 sq.m. 250.0 sq.m. 210.0 sq.m.
Appendix B Page 50 B13
Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Project Progress Opening since 2018 Opening since 2019 Opening since 2016 Offering Price / THB 11,700,000 THB 11,900,000 THB 8,500,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 15 8 7 6 7 Accessibility 10 8 7 6 8 Land Location 10 7 7 7 7 Type of building / materials 15 8 7 7 8 Condition of unit 15 8 6 6 8 Infrastructure 15 7 7 6 7 Environment surrounding 10 7 7 7 7 Growth potential 10 8 7 7 8 Total 100 765 685 645 750
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 11,700,000 11,900,000 8,500,000 Appropriate Price 13,443,000 11,675,000 10,915,000 Weighted Rating Score 765 685 645 750 Adjustment Ratio1/ -2% 9% 16% 0% Adjusted Price 13,179,412 12,782,847 12,691,860 Significant Level of Comparison 40% 35% 25% Comparative Value 5,271,765 4,473,996 3,172,965 12,918,726 Property Market Value (THB / unit) (rounded) 13,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1127-GL-1 dated June 17, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
3) Valuation of 3-storey Town Home with loft Type C
Table B13-5: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey Town Home 3-storey Town Home 3-storey Town Home Type B Project Nirvana Define Townhome Vizio Srinakarin – Rama 9 Pandao Place Ramkhamhaeng Location Srinakarin-Romklao Rd., Krungthep-Kreetha Rajpattana Rd. Saphan Sung Saphan Sung Saphan Sung Land Size 21.6 sq. wah 18.0 sq.wah 16.0 sq.wah Usage area 230.0 sq.m. 250.0 sq.m. 210.0 sq.m. Project Progress Opening since 2018 Opening since 2019 Opening since 2016 Offering Price / THB 11,700,000 THB 11,900,000 THB 8,500,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 15 7 7 6 7 Accessibility 10 8 7 6 8 Land Location 10 7 7 7 7 Type of building / materials 15 8 7 7 5
Appendix B Page 51 B13
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 15 7 7 6 7 Condition of unit 15 8 6 6 8 Infrastructure 15 7 7 6 6 Environment surrounding 10 7 7 7 7 Growth potential 10 8 7 7 8 Total 100 765 685 645 690
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 11,700,000 11,900,000 8,500,000 Appropriate Price 11,628,000 9,960,000 9,100,000 Weighted Rating Score 750 685 645 690 Adjustment Ratio1/ -8% 1% 7% 0% Adjusted Price 10,697,760 10,032,701 9,734,884 Significant Level of Comparison 35% 35% 30% Comparative Value 3,744,216 3,511,445 2,920,465 10,176,126 Property Market Value (THB / unit) (rounded) 10,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1127-GL-1 dated June 17, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
4) Valuation of 3-storey Town Home with loft Type D
Table B13-6: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey Town Home 3-storey Town Home 3-storey Town Home Type B Project Nirvana Define Townhome Vizio Srinakarin – Rama 9 Pandao Place Ramkhamhaeng Location Srinakarin-Romklao Rd., Krungthep-Kreetha Rajpattana Rd. Saphan Sung Saphan Sung Saphan Sung Land Size 21.6 sq. wah 18.0 sq.wah 16.0 sq.wah Usage area 230.0 sq.m. 250.0 sq.m. 210.0 sq.m. Project Progress Opening since 2018 Opening since 2019 Opening since 2016 Offering Price / THB 11,700,000 THB 11,900,000 THB 8,500,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 15 7 7 6 7 Accessibility 10 8 7 6 8 Land Location 10 7 7 7 7 Type of building / materials 15 8 7 7 5 Condition of unit 15 8 6 6 8 Infrastructure 15 7 7 6 3 Environment surrounding 10 7 7 7 7 Growth potential 10 8 7 7 8 Total 100 765 685 645 645
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Appendix B Page 52 B13
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 11,700,000 11,900,000 8,500,000 Appropriate Price 10,923,000 9,255,000 8,395,000 Weighted Rating Score 750 685 645 645 Adjustment Ratio1/ -14% -6% 0% 0% Adjusted Price 9,393,780 8,714,562 8,395,000 Significant Level of Comparison 35% 35% 30% Comparative Value 3,287,823 3,050,097 2,518,500 8,856,420 Property Market Value (THB / unit) (rounded) 8,800,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 64-1-1127-GL-1 dated June 17, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
Diagram B13-1: Sample picture of Type C - Townhome
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of townhomes in Project Nirvana Define Srinakarin-Rama 9 by the Independent Property Appraiser by using the Residual Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of similar projects, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. There are further deductions in the costs and expenses incurred in the development of the project, including various risk factors and the projected profits. The result is the project value according to the developed condition. These are suitable guidelines for reference in evaluating half-completed projects. Moreover, the valuation under this method is based on various assumptions formulated by the Independent Property Appraiser, such as assumptions of income, expenses, profit margin, as well as the discount rate used, etc. The appraisal by Independent Property Appraiser under this approach can accurately reflect the market value of the assets and is following generally accepted property valuation principles
Appendix B Page 53 B14
B14 Project Nirvana Cover Onnut Soi Onnut 65, Onnut Road, Prawet Sub-District, Prawet District, Bangkok
(Nirvana Daii PLC)
Table B14-1: Project Summary 14.NirvanaCover Onnut
No List Details and Financial Assumptions 1. Project Information Town home Located in Soi Onnut 65, Onnut Road, Prawet Sub-District, Prawet District, Bangkok Ownership Right Nirvana Daii PLC Total Project Value 550 THB Million Officially Launched Year 2013 Project Area 17-0-73.0 rais Construction Progress 100% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 194 units - units 1 units Value 550 THB Million - THB Million 6 THB Million 3. Sales Rate 1 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 10% of unit value Transfer the residual on the delivery date 90% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 4.2 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 0.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 54 B14
Table B14-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Edmund Tie & Company (Thailand) Company Limited Appraiser
Appraisal Report No. VR091/2020 Location Located Project Nirvana Cover Onnut, Soi Onnut 65, Onnut Road, Prawet Sub-District, Prawet District, Bangkok GPS Coordinate Lat : 13.730632 Lon : 100.680765 Appraised Item 1 unit of 2-Storey Town Home (usage area 106.50 sq.m.)
Title Deed Title deeds no. 41586 Type of Ownership Freehold Ownership Right Nirvana Daii Public Company Limited Obligation Mortgaged as collateral with UOB Bank Public Company Limited Accessibility Road within the project (under the Allocation Act) Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and The yellow zone area is set to use as a less dense residential area according to the restricted area Regulation under the Bangkok Metropolitan Plan 2013 (B.E. 2556). Best Potential Use of the Used for residential purpose or rental purpose Property Proximate Government Airport Rail Link (Phayathai-Suvarnbhumi) Development Project Method of Valuation Market Approach Main Assumption for . The Appraiser used a Market Approach by selecting the market data of town home with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 assets by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. The Independent Property Appraiser calculated the appraisal value of 1 unit of the appraised assets. (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table B14-3) Appraisal Date December 24, 2020 Report Issuance Date December 29, 2020 Appraisal Price THB 6,000,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders Diagram B14-1: Pictures of the appraised assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of town home by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby assets, which were examined and considered appropriateness by scoring in accordance with several factors such as location, accessibility, land position, land size, land condition and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets.
Appendix B Page 55 B14
Table B14-3: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property 2-storey Town Home 2-storey Town Home 2-storey Town Home 2-storey Town Home Project Nirvana Cover Onnut Nirvana Cover Onnut Golden Town 2 Golden Town 2 Location Onnut 65 Road Onnut 65 Road Onnut 65/14 Road Onnut 65/14 Road Location of unit Main Unit Middle Unit Corner Unit Corner Unit Building Usage Life About 6 years About 6 years About 5 years About 5 years Distance from main road 1.21 km. 1.20 km. 1.70 km. 1.74 km. Land Shape Trapezoid Rectangular Rectangular Rectangular Land Size 34.30 sq. wah 25.50 sq. wah 29.00 sq. wah 29.00 sq. wah Land Size (width x depth) 9.50x18.00 m. 6.00x17.00 m. 7.70x15.00 m. 7.70x15.00 m. Usage area 106.5 sq.m. 133.0 sq.m. 130.0 sq.m. 130.0 sq.m. Type of Building / Modern / Modern / Moderate / Moderate / Quality of finishing High quality High quality Moderate quality Moderate quality Appearance of Property Moderate Moderate Moderate Moderate (Moderate maintenance) (Moderate maintenance) (Moderate maintenance) (Moderate maintenance) Interior decoration Built-in Furniture No Built-in Furniture General Furnishing General Furnishing Offer / Buy-Sell Period December 2020 December 2020 December 2020 December 2020 Offering Price / per unit - THB 3,600,000 THB 4,500,000 THB 4,200,000 Adjusted Offering Price - THB 3,600,000 THB 4,300,000 THB 4,100,000 Adjusted Quantitative THB 660,000 THB 397,500 THB 397,500 Factor (Land size) Adjusted Quantitative - - THB 261,151.90 - THB 231,587.54 - THB 231,587.54 Factor (Usage Area) Adjusted Quantitative - THB 100,000 - THB 50,000 - THB 50,000 Factor (Building Position) Adjusted Quantitative - THB 150,000 - THB 175,000 Factor (Furnishing) Offering Price THB 4,098,848 THB 4,265,912 THB 4,040,912 After Adjustments Consideration Factors Offering Period 0% 0% 0% Project Name 0% 5% 5% Distance from main road 0% 7% 8% Land Shape -2% -2% -2% Land Size (width x depth) 11% 5% 5% Usage area 0% 0% 0% Type of unit / Quality 0% 10% 10% Current Building 0% 0% 0% Interior Decoration 0% 0% 0% Parking area -2% -2% -2% Other factors 0% 5% 5% Total Adjustments 7% 28% 29% Adjusted Price 5,019,637 4,385,767 5,460,367 5,212,776 Total Adjustment 88 15 36 37 % Total Adjustment 1.00 0.17 0.41 0.42 Convert 10.69 5.87 2.44 2.38 Comparison 1.00 0.55 0.23 0.22 Final Revision Price 4,815,511 2,407,022 1,248,662 1,159,827 (THB / unit) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR090/2020 dated December 30, 2020
Appendix B Page 56 B15
B15 Project Nirvana Cluster Ramkhamhaeng Rat Phatthana Road, Saphan Sung, Saphan Sung, Bangkok
(Nirvana Daii PLC)
Table B15-1: Project Summary 15.NirvanaCover Onnut
No List Details and Financial Assumptions 1. Project Information Town home Located in Rat Phatthana Road, Saphan Sung, Saphan Sung, Bangkok Ownership Right Nirvana Daii PLC Total Project Value 101 THB Million Officially Launched Year 2015 Project Area 14-2-45.0 rais Construction Progress 100% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 20 units - units 8 units Value 101 THB Million - THB Million 45 THB Million 3. Sales Rate 4 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 10% of unit value Transfer the residual on the delivery date 90% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 43 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.00 % of sales Sales Promotion 0.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 57 B15
Table B15-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser
Appraisal Report No. 63-1-2579-GL-1 Location Located in Project Nirvana Cluster, Rat Phatthana Road, Saphan Sung, Saphan Sung, Bangkok GPS Coordinate Lat: 13.768119 Lon : 100.697751 Appraised Items 8 plots of lands (8 Title Deeds), with subplots (20.10 – 80.20 sq. wah), a total area of 0-3-54.2 rais (354.2 sq. wah) Type A: 3 units of 3-storey Town Home Type B: 1 unit of 2-storey Town Home Type C: 4 units of 3-storey Town Home Title Deed Title deeds No.:9931 9942 9943 9954 10001 10002 10003 and 10004 Type of Ownership Freehold Ownership Right Nirvana Daii Public Company Limited Obligation Title deeds No.: 9931 10001 & 10002 mortgaged as collateral with UOB Bank Public Company Limited Title deeds No.:9942 9943 9954 10003 and 10004 mortgaged as collateral with Land & Houses Bank Public Company Limited Accessibility Road within the project and Access to the main road via Rat Phatthana Road Purpose of Appraisal To know the current market value for a public purpose Town Plan and Yellow zone area is set to use as a less dense residential area according to the restricted area under Regulation the Bangkok Metropolitan Plan 2013 (B.E. 2556). Best Potential Use of the Used for residential purpose Property Proximate Government - Development Project Method of Valuation Market Approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation assets similar potential to the property to be acquired as data used for 3 comparative analysis by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of the 8 units of town home.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B15-3 to B15-5) Appraisal Date December 14, 2020 Report Issuance Date December 29, 2020 Appraisal Price THB 44,900,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
1) Valuation of 3-storey Town Office Unit No. 293/3, 293/15, and 293/16
Table B15-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 3-storey Town Home 3-storey Town Home 3-storey Town Home Project Nirvana Cluster Ackara House The Eterno Ramkhamhaeng Ramkhamheang-Ring Road Ramkhamhaeng Location Rajpattana Rd. Rajpattana Rd. Ramkhamhaeng 174 Saphan Sung Saphan Sung Minburi, Bangkok Land Size 23.0 sq. wah 21.0 sq.wah 22.0 sq.wah Usage area 145 sq.m. 136 sq.m. 190 sq.m. Frontage width 5.5 meters 6.0 meters 5.5 meters Project Progress Opening since 2010 Opening since 2014 Opening since 2018 Offering Price / THB 4,700,000 THB 3,900,000 THB 3,990,000 Transaction Price per unit per unit per unit
Appendix B Page 58 B15
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 20 8 7 7 8 Accessibility 15 7 7 7 8 Land Location 15 7 7 7 7 Type of building / materials 10 7 6 6 7 Condition of unit 15 7 6 6 7 Trading Liquidity 10 7 7 7 7 Infrastructure / Environment surrounding 10 7 7 6 7 Growth potential 5 7 7 6 7 Total 100 720 675 660 735
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB / unit) 4,700,000 3,900,000 3,990,000 Appropriate Price 4,210,000 3,809,000 3,253,000 Weighted Rating Score 720 675 660 735 Adjustment Ratio1/ 2% 9% 11% 0% Adjusted Price 4,297,708 4,147,578 3,622,659 Significant Level of Comparison 50% 30% 20% 1 Comparative Value 2,148,854 1,244,273 724,532 4,117,659 Property Market Value (THB / unit) (rounded) 4,100,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2579-GL-1 dated December 29, 2020 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
2) Valuation of 2-storey Town Office Unit No. 293/27
Table B15-4: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 4 Comparative Data 5 Comparative Data 6 Type 2-storey Town Home 2-storey Town Home 2-storey Town Home Project Nirvana Cluster Nirvana Cluster The Eterno Ramkhamhaeng Ramkhamhaeng Ramkhamhaeng Location Rajpattana Rd. Rajpattana Rd. Ramkhamhaeng 174 Saphan Sung Saphan Sung Minburi, Bangkok Land Size 21.0 sq. wah 21.0 sq.wah 22.0 sq.wah Usage area 135 sq.m. 136 sq.m. 140 sq.m. Frontage width 6.0 meters 6.0 meters 5.5 meters Project Progress Opening since 2010 Opening since 2014 Opening since 2018 Offering Price / THB 3,200,000 THB 3,100,000 THB 3,790,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 4 5 6 Property Property Location 20 7 7 8 7 Accessibility 15 7 7 7 6 Land Location 15 7 7 7 7 Type of building / materials 10 7 7 6 7 Condition of unit 15 7 7 7 7 Trading Liquidity 10 7 7 7 7 Infrastructure / Environment surrounding 10 7 7 7 7 Growth potential 5 7 7 6 7 Total 100 700 700 705 685
Appendix B Page 59 B15
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 4 5 6 Property Offering Price / Trading Price (THB / unit) 3,200,000 3,100,000 3,790,000 Appropriate Price 3,054,000 3,054,000 3,118,000 Weighted Rating Score 700 700 705 685 Adjustment Ratio1/ -2% -2% -3% 0% Adjusted Price 2,988,557 2,988,557 3,029,546 Significant Level of Comparison 40% 40% 20% 1 Comparative Value 1,195,423 1,195,423 605,909 2,996,755 Property Market Value (THB / unit) (rounded) 3,000,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2579-GL-1 dated December 29, 2020 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
3) Valuation of 2-storey Town Office Unit No. 293/74, 293/75, 293/76, and 293/77
Table B15-5: Summary of comparative data and calculation of the Weighted Quality Score (WQS )Approach by the Independent Property Appraiser Details Comparative Data 7 Comparative Data 8 Comparative Data 9 Type 2-storey Town Home 2-storey Town Home 2-storey Town Home Project Nirvana Cluster Nirvana Cluster The Eterno Ramkhamhaeng Ramkhamhaeng Ramkhamhaeng Location Rajpattana Rd. Rajpattana Rd. Ramkhamhaeng 174 Saphan Sung Saphan Sung Minburi, Bangkok Land Size 21.0 sq. wah 21.0 sq.wah 22.0 sq.wah Usage area 135 sq.m. 136 sq.m. 140 sq.m. Frontage width 6.0 meters 6.0 meters 5.5 meters Project Progress Opening since 2010 Opening since 2014 Opening since 2018 Offering Price / THB 3,200,000 THB 3,100,000 THB 3,790,000 Transaction Price per unit per unit per unit
Score Comparative Data Appraised Consideration Factors Percent (%) 4 5 6 Property Property Location 20 7 7 8 7 Accessibility 15 7 7 7 6 Land Location 15 7 7 7 7 Type of building / materials 10 7 7 6 7 Condition of unit 15 7 7 7 7 Trading Liquidity 10 7 7 7 7 Infrastructure / Environment surrounding 10 7 7 7 7 Growth potential 5 7 7 6 7 Total 100 700 700 705 685
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Appendix B Page 60 B15
Comparative Data Appraised Factor and Quality Level Adjustment 4 5 6 Property Offering Price / Trading Price (THB / unit) 3,200,000 3,100,000 3,790,000 Appropriate Price 3,000,000 3,000,000 3,400,000 Weighted Rating Score 700 700 705 685 Adjustment Ratio1/ -2% -2% -3% 0% Adjusted Price 6,249,157 6,249,157 5,928,894 Significant Level of Comparison 40% 40% 20% 1 Comparative Value 2,499,663 2,499,663 1,185,779 6,185,104 Property Market Value (THB / unit) (rounded) 6,200,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2579-GL-1 dated December 29, 2020 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one Diagram B15-1: Plots the appraised assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of town home by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby assets, which were examined and considered appropriate by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets.
Appendix B Page 61 B16
B16 Project Banyan Tree Residence Riverside Bangkok Soi Somdet Chaopraya 17, Somdet Chao Phraya Road, Klongsan, Klongsan, Bangkok
(Nirvana River Co., Ltd.)
Table B16-1: Project Summary 16.Banyan Tree Residence Riverside Bangkok
No List Details and Financial Assumptions 1. Project Information Condominium, a 70% joint-venture project Located in Soi Somdet Chaopraya 17, Somdet Chao Phraya Road, Klongsan, Klongsan, Bangkok Ownership Right Nirvana River Co., Ltd. Total Project Value 6,508 THB Million Officially Launched Year 2017 Project Area 5-1-10.0 rais Construction Progress 100% as of March 31. 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 133 units 6 units 49 units Value 6,508 THB Million 568 THB Million 2,574 THB Million 3. Sales Rate 10-18 Units per year 4. Terms of Payment Entered into an agreement + 9down payment installments 15% of unit value Transfer the residual on the delivery date 85% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 1,641 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 0.90 % of sales Sales Promotion 3.90 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 62 B16
Table B16-2: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Sims Property Consultant Company Limited Appraiser
Appraisal Report No. 63-1-2574-GL-1 Location Located in Soi Somdet Chaopraya 17, Somdet Chao Phraya Road, Klongsan, Klongsan, Bangkok GPS Coordinate Lat: 13.632691 Lon : 100.718600 Appraised Items 60 units of residential with a total area of 10,891.75 sq.m. Type Usage area (sq.m.) Number Total area of units (sq.m.) 1 Bedroom 70.00–87.09 9 698.45 2 Bedroom 160.45–181.23 45 7,820.76 3 Bedroom 248.29 4 993.16 4 Bedroom 462.82–429.24 1 462.82 Penthouse 915.56 1 916.56 Total 60 10,891.75 Title Deed 60 Title deeds of condominium units Type of Ownership Freehold Ownership Right Nirvana River Company Limited Obligation Mortgaged as collateral with UOB Bank Public Company Limited Accessibility Road within the project and access to the main road via Soi Somdet Chaopraya 17 Purpose of Appraisal To know the current market value for a public purpose Town Plan and Brown zone area is set to use as moderately dense residential area according to the restricted area Regulation under the Bangkok Metropolitan Plan 2013 (B.E. 2556). Best Potential Use of the Used for residential purpose Property Proximate Government Golden Line Metro Development Project Method of Valuation Residual Value Approach – and using the market approach as a basis for verifying the value Main Assumption for . The Independent Property Appraiser used the Residual Value Approach by selecting the market Valuation data of assets similar potential to the property to be acquired as data used for 3-4 comparative analysis by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property in which the Independent Property Appraiser calculated the appraisal price of each condominium.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B16-3 to B16-4) Appraisal Date December 14, 2020 Report Issuance Date January 4. 2021 Appraisal Price THB 2,460,000,000 Assets’ appraised vale THB 2,112,933,305 As at March 31, 2021 (55 units of condominium units) Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders Remark: Banyan Tree Residences Riverside Bangkok, located in an area of over 5 rai, is a 45-storey building with 133 units in total, 73 units have been transferred, bought, and sold and 60 units of appraised residential units with rooms starting from 4th to 45th floor.
Appendix B Page 63 B16
1) Valuation for the units located on the 4th floor (There will be an adjustment of THB 500 per square meter per floor for unit on another floor)
Table B16-3: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Comparative Data 4 Project Magnolias Waterfront The Residence at The River Menam Residences Residence Mandarin Location Charoen Nakhon Road Charoen Nakhon Road Charoen Nakhon Road Charoen Krung,72/4 Road (along the Chao Phraya (along the Chao Phraya (along the Chao Phraya (along the Chao Phraya River), Klongsan, Bangkok River), Klongsan, Bangkok River), Klongsan, Bangkok River), Klongsan, Bangkok Project Size 7-2-63.0 rais 4-2-71.0 rais 12-3-41.0 rais 5-0-93.3 rais Type of Project Residential Condominium, Residential Condominium, Residential Condominium, Residential Condominium, 1 Building, 70 floors. 1 Building, 52 floors. 1 Building, 71 floors. 1 Building, 54 floors. 379 units 146 units 519 units 294 units Residential Condominium, 1 Building, 41 floors. 307 units Offering Price / THB 296,923 THB 464,566 THB 220,854 THB 248,000 Transaction Price per sq.m. per sq.m. per sq.m. per sq.m. Location of the 8 20 28 27 Offering unit Size – Offering Unit 102.72 sq.m. 127 sq.m. 138.01 sq.m. 160.00 sq.m.
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 4 Property Property Location 20 9 9 9 9 9 Accessibility 15 9 9 8 8 9 Quality of the project 15 9 9 8 8 9 Factors for the location of the unit 10 5 7 8 8 6 Position / Location of the unit 10 8 8 5 7 8 Size 10 6 8 7 6 6 Quality of Material / Decoration 10 7 7 6 7 7 Maintenance 5 8 8 8 7 8 Infrastructure 5 7 7 6 6 7 Total 100 785 825 750 765 795
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 4 Property Offering Price / Trading Price (THB / sq.m.) 296,823 464,566 220,854 248,000 Appropriate Price 280,000 420,000 200,000 240,000 Weighted Rating Score 785 825 750 765 795 Adjustment Ratio1/ 1% -4% 6% 4% 0% Adjusted Price 283,567 404,727 212,000 249,412 Significant Level of Comparison 35% 30% 15% 20% 1 Comparative Value 99,248 121,418 31,800 49,882 302,349 Property Market Value (THB /sq.m.) (rounded) 300,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2574-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
From the aforementioned information on the appraised value by the Independent Property Appraiser, the appraised value is THB 300,000 per sq.m. for the 4th floor of the residential unit and will consider adding THB 500 per sq.m. per floor for the higher level.
Appendix B Page 64 B16
, 2) Valuation for the units located on the 42nd - 45th floor
Table B16-4: Summary of comparative data and calculation of the Weighted Quality Score(WQS)Approach by the Independent Property Appraiser Details Comparative Data 2 Comparative Data 3 Comparative Data 6 Project The Residence at The River The Ritz-Carlton Mandarin Residences Location Charoen Nakhon Road Charoen Nakhon Road Silom Soi 9, (along the Chao Phraya (along the Chao Phraya Silom, Bangrak, Bangkok River), Klongsan, Bangkok River), Klongsan, Bangkok Project Size 4-2-71.0 rais 12-3-41.0 rais 9-1-49.67 rais Type of Project Residential Condominium, Residential Condominium, Residential Condominium, 1 Building, 52 floors. 1 Building, 71 floors. 1 Building, 77 floors. 146 units 519 units 209 units Residential Condominium, (Floor 23-73) 1 Building, 41 floors. 307 units Offering Price / THB 649,469 THB 346,303 THB 556,851 Transaction Price per sq.m. per sq.m. per sq.m. Location of the 51 46 58 Offering unit Size – Offering Unit 710 sq.m. 257.0 sq.m. 160.00 sq.m.
Score Comparative Data Appraised Consideration Factors Percent (%) 2 3 6 Property Property Location 20 9 9 9 9 Accessibility 15 9 8 9 9 Quality of the project 15 9 8 9 9 Factors for the location of the unit 10 6 8 6 6 Position / Location of the unit 10 8 6 8 8 Size 10 8 5 6 6 Quality of Material / Decoration 10 9 7 9 4 Maintenance 5 9 6 9 6 Infrastructure 5 7 6 7 7 Total 100 840 740 820 755
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Appraised Factor and Quality Level Adjustment Comparative Data Property 2 3 6 Offering Price / Trading Price (THB / sq.m.) 649,469 346,303 556,851 Appropriate Price 550,000 300,000 450,000 Weighted Rating Score 840 740 820 755 Adjustment Ratio1/ -10% 2% -8% 0% Adjusted Price 494,345 306,081 414,329 Significant Level of Comparison 25% 50% 25% 1 Comparative Value 123,586 153,041 103,582 380,209 Property Market Value (THB /sq.m.) (rounded) 380,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. 63-1-2574-GL-1 dated January 4, 2021 Remark: 1/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one
From the aforementioned information on the appraised value by the Independent Property Appraiser, the appraised value is THB 380,000 per sq.m. for the 42nd – 45th floor of the residential unit.
Appendix B Page 65 B16
Diagram B16-1: Pictures of Project Banyan Tree Residence Riverside Bangkok
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the residential units at Banyan Tree Residence Riverside Bangkok by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby assets, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. However, this method is based on various assumptions made by independent property appraisers such as income assumptions, expenses, profit margins, and discount rates used, etc., and the assumptions by the appraiser being reliable. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets. For the appraisal price of the property, the Advisor to Shareholders considers the appraised price of 55 units of condominium units as they are the remaining assets of the project, as appeared in the Company's financial statements as of March 31, 2021.
Appendix B Page 66 B17
B17 Project The Most Itsaraphab Soi Itsaraphap 49/1, Itsaraphap Road, Ban Chang Lo Subdistrict Bangkoknoi District Bangkok
(Nirvana Daii PLC)
Table B17-1: Project Summary 17.The Most Itsaraphab
No List Details and Financial Assumptions 1. Project Information Condominium Located in Soi Itsaraphap 49/1, Itsaraphap Road, Ban Chang Lo Subdistrict Bangkoknoi District Bangkok Ownership Right Nirvana Daii PLC Total Project Value 701 THB Million Officially Launched Year 2019 Project Area 1-3-63.0 rais Construction Progress 99% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 193 units 87 units 57 units Value 701 THB Million 289.1 THB Million 241.7 THB Million 3. Sales Rate 8-10 Units per year 4. Terms of Payment Entered into an agreement + 9 down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 271 THB Million cost, and construction cost 6. Selling and administrative expenses Marketing Expenses 3.00 % of sales Sales Promotion 2.00 % of sales Management Expenses 5.00 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
Appendix B Page 67 B17
Table B17-2: Summary of appraisal by the Independent Property Appraiser Independent Property Ktac Appraisal and Service Co., Ltd. Appraiser Appraisal Report No. KTAC-64/00166 Location Located in Nirvana The Most, Soi Itsaraphap 49/1, Itsaraphap Road, Ban Chang Lo Subdistrict Bangkoknoi District Bangkok GPS Coordinate Lat 13.758875 Lon” 100.477444 Title Deed Title deeds No.: 1519 with the total area of 1-3-63.3 rais (or 736.0 sq. wah) Appraised Items: 8-storey residential condominium with the common area facility (appraisal according to the floor plan) 112 remaining units: Unit No 595/6, 8, 10-12, 17, 23-24, 30, 38-39, 41-42, 44, 46-47, 51, 55-57, 59-70, 72-73, 75-76, 78- 79, 82-85, 87-88, 91-92, 94, 98-99,101, 105-107, 113, 116,118, 122,125-126, 129, 131, 133-136, 139-146,148-151, 154-155, 159-164, 167-193 Type of Ownership Freehold Ownership Right Nirvana U Company Limited Obligation Mortgaged as collateral with ICBC Bank PLC Purpose of Appraisal Public purpose Town Plan and Brown zone area, moderately dense populated Regulation according to the restricted area under the Bangkok Metropolitan Planning Year 2013 (B.E. 2556) Best Potential Use of the Used for residential purpose Property Proximate Government A construction project of the Orange Metro line, (Thailand Cultural Center – Suwinthawong) Development Project expected to be completed in 2025 Method of Valuation Market approach and the cost approach Main Assumption for . The Independent Property Appraiser used the Market Approach by selecting the market data of Valuation assets similar potential to the property to be acquired as data used for 3 comparative analysis by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser used the Weighted Quality Score (WQS) Approach to adjust the price in comparison with the property according to the respective floor and unit area.
(Please study the Summary of Comparative Data and Calculation according to WQS Approach in Table B17-3) Appraisal Date June 8, 2021
Report Issuance Date June 15. 2021 Appraisal Price Current situation: THB 469,207,450 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders.
Appendix B Page 68 B17
Table B17-3: Summary of comparative data and calculation of the Weighted Quality Score (WQS) Approach by the Independent Property Appraiser Details Comparative Data 1 Comparative Data 2 Comparative Data 3 Type 8-storey 8-storey 8-storey residential building residential building residential building Project The Most Itsaraphap The Most Itsaraphap Arun Condominium Location 2F, 2F, 6F, The Most Itsaraphap The Most Itsaraphap Arun Condominium Itsaraphap Road, Itsaraphap Road, Room Type Studio Studio 1 bedroom View City view City view City view Usage area 23.36 sq.m. 23.36 sq.m. 31.68 sq.m. Comparison Same Location Same location Inferior to the project Offering Price / THB 112,371 THB 133,561 THB 127,051 Transaction Price per sq.m. per sq.m. per sq.m. Offering Period June 2021 June 2021 June 2021
Score Comparative Data Appraised Consideration Factors Percent (%) 1 2 3 Property Property Location 10 7 7 6 7 View 10 5 6 8 5 Type of Project 5 7 7 6 7 Unit size 10 8 8 7 8 Finishing materials 10 8 8 7 8 Type of rooms/units 10 7 7 8 7 Built-in 10 7 7 7 7 Condition 5 10 10 10 10 Common facilities 10 8 8 7 8 Maximum Utilization 5 7 7 7 7 Trading Liquidity 10 7 8 7 8 Legal Restriction 5 6 6 6 6 Total 100 720 740 715 730
RATING SCALE Low Fairly Medium Good Excellent 1-2 3-4 5-6 7-8 9-10
Comparative Data Appraised Factor and Quality Level Adjustment 1 2 3 Property Offering Price / Trading Price (THB /sq. m.) 112,371 133,561 127,051 Appropriate Price 1/ 112,371 115,000 110,000 Weighted Rating Score 720 740 715 730 Adjustment Ratio1/ 1.0139 0.9865 1.0210 1.0000 Adjusted Price 113,932 113,446 112,308 Significant Level of Comparison 37.50% 37.50% 25.00% Comparative Value 42,724 42,542 28,077 113,344 Property Market Value (THB / square meter) (rounded) 113,000 Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. KTAC-64/00166 dated June 15, 2021 Remarks: 1/ Adjusted for asking price 2/ Adjustment ratio is calculated from the weighted score level of the appraised property divided by the weighted score level of comparative data, then minus one 3/ The property market price of each condominium unit increase based on 3 factors: 1) floors above the second level increased by THB 3,000 per floor, 2) pool view rooms increased by THB 2,000 per floor, and 3) corner room can be adjusted by additional THB 5,000 per sq.m.
Appendix B Page 69 B17
Diagram B17-1: Pictures of the appraised assets
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Advisor to Shareholders The Advisor to Shareholders has an opinion that the valuation of the residential units by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of nearby three projects, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. However, this method is based on various assumptions made by independent property appraisers such as income assumptions, expenses, profit margins, and discount rates used, etc., and the assumptions by the appraiser are reliable. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the assets.
Appendix B Page 70 B18
B18 Project Nirvana Beyond Rama 9 – Krungthep Kreetha Soi Krungthep Kreetha 37, Saphan Sung Subdistrict, Saphan Sung District, Bangkok
(Nirvana Daiwa Development Company Limited, where NVD holds 49% of total shares)
Joint-venture project through Nirvana Daiwa Development Company Limited, where NVD holds 49% of total shares
Table B18-1: Project Summary 18.Nirvana Beyond Rama 9 – Krungthep Kreetha
No List Details and Financial Assumptions 1. Project Information 2-storey single-detached houses project Located in Soi Krungthep Kreetha 37, Saphan Sung Subdistrict, Saphan Sung District, Bangkok Ownership Right Nirvana Daiwa Development Company Limited Total Project Value 2,904 THB Million Officially Launched Year 2018 Project Area Construction Progress 35% as of March 31, 2021 2. Key Project Information Overall Project Backlog Remaining Units Number of Units 85 units 5 units 76 units Value 2,904 THB Million 168.5 THB Million 2,600.2 THB Million 3. Sales Rate 6-12 Units per year 4. Terms of Payment Entered into an agreement + 9down payment installments 20% of unit value Transfer the residual on the delivery date 80% of unit value 5. Project Costs (For usage in the projection) Land cost, land development 1,061.2 THB Million cost and construction cost 6. Selling and administrative expenses Marketing Expenses 1.60 % of sales Sales Promotion 1.80 % of sales Management Expenses 6.10 % of sales Transfer Fee 1.00 % of transfer value Specific Business Tax 3.30 % of transfer value Source: The Company, summarized and assessed by the Advisor of Shareholders Remark: According to the interviews with the management based on historical averages of the Company’s past operating performance
The Company does not engage an independent property appraiser to do an appraisal in this project as this is a joint-venture project through Nirvana Daiwa Development Company Limited, where NVD holds 49% of total shares, DH Asia Investment Orchid Pte. Ltd. holds 49% and the remaining 2% by Nanakij Warehouse Co., Ltd.
Appendix B Page 71 C
Appendix C
Land Held for Development
Appraisal Report of the Company’s Assets by the Independent Property Appraiser
The Company has appointed Edmund Tie & Company (Thailand) (“EDMUND”) Company Limited as the Independent Property Appraisals. EDMUND has evaluated NVD's assets by having an objective to consider for public purposes. The Advisor of Shareholders has considered adjusting the book value of assets by using an increase or a decrease obtained by comparing the book value of assets with the appraised value of such assets following appraisal approaches of the Independent Property Appraisers. Details are as follows:
Table C-1: Summary of appraised assets in Appendix C Appendix Appraised Assets Independent Appraisal Method Appraised Value Property (THB million) Appraisers C01 Vacant Land plot of 7-3-50.30 rais EDMUND Market Approach 913.60 Rattanathibet, Bang Kraso Nonthaburi
Appendix C Page 1
C01
C01. Vacant Land plot of 7-3-50.30 rais Rattanathibet Road, Bang Kraso Sub district, Muang Nonthaburi District , Nonthaburi (Nirvana Daii Public Company Limited)
Table C01-1: Summary of vacant land appraisal by the Independent Property Appraiser Independent Property Edmund Tie & Company (Thailand) Company Limited Appraiser
Appraisal Report No. VR087/2020 Location Located on Rattanathibet Road, Bang Kraso Sub-district, Muang Nonthaburi District, Nonthaburi. GPS Coordinate Lat: 13.863817 Lon: 100.499277 Appraised Item One plot of vacant land with a size of 7-3-50.30 rais (or 3,150.30 square wah).
Title Deed Title deed no. 1922 252018 and252019 Type of Ownership Freehold Ownership Right Nirvana Daii Public Company Limited Obligation Mortgaged as collateral with Bank of Ayudhaya Public Company Limited Accessibility Rattanathibet road (HWY 302) which is a public road Purpose of Appraisal To know the current market value of the property for trading and use for a public purpose Town Plan and Orange zone area which is set to use as a moderately dense residential area according to the Regulation restricted area under the Nonthaburi Comprehensive Plan 2005 (B.E. 2548), has expired. Under the current zone, the plots Iocated in the red zone (Por-4-5) under the Nonthaburi Comprehensive Plan 2012 (B.E. 2555). Best Potential Use of the Used for commercial and residential purpose Property Proximate Government Pink Line Metro (Khaerai- Minburi) Development Project Method of Valuation Market Approach Main Assumption for . The Appraiser used a Market Approach by selecting the market data of vacant land with similar Valuation potential to the property to be acquired as data used for comparative analysis of 3 land plots by considering factors affecting the value such as location, size and shape, land level, transportation, and maximum utilization/development potential, etc. Then, the Appraiser conducted a comparative analysis according to the Adjustment Grid Sale Analysis to adjust the price in comparison with the property. The Independent Property Appraiser calculated the appraisal value of the land equal to THB 290,000 per square wah, totaling the land appraisal price equal to THB913,600,000 (rounded). (Please study the Summary of Comparative Data and Calculation according to the Adjustment Grid Sale Analysis Approach in Table C01-2) Appraisal Date December 17, 2020 Report Issuance Date December 18, 2020 Appraisal Price THB 913,600,000 Source: The Company, Appraisal Report of the Independent Property Appraiser and summarized by the Advisor of Shareholders
Appendix C Page 2
C01
Table C01-2: Summary of comparative data and calculation of the Adjustment Grid Sale Analysis Approach by the Independent Property Appraiser Details Appraised Property Comparative Data 1 Comparative Data 2 Comparative Data 3 Type of Property Vacant land Vacant land Vacant land Vacant land Location Rattanathibet road Rattanathibet road Rattanathibet road Rattanathibet road (HWY 302) (HWY 302) (HWY 302) (HWY 302) Distance from BTS/ MRT About 0.42 km away About 0.53 km away About 0.57 km away Next to MRT station Land Size 7-3-50.30 rais 1-2-63.0 rais 3-1-83.10rais 1-2-93.70 rais (3,150.30 square wah) (633.0 square wah) (1,383.10 square wah) (593.70square wah) Land Shape Almost rectangle Almost rectangle Almost rectangle Polygon Land Condition / Filling up to the front 1 meter lower than 1 meter lower than Filling up to the front Land Filling road level the front road the front road road level Front Appearance of Width 82.0 meters Width 40.0 meters Width 43.0 meters Width 18.0 meters Property Town Plan and Red zone (Por-4) Brown zone (Yor-8) Brown zone (Yor-8) Brown zone (Yor-8) Regulation Offer / Buy-Sell Period December 2020 December 2020 December 2020 December 2020 THB 240,000 THB 303,666 THB 300,000 Offering Price - per square wah per square wah per square wah Adjusted Quantitative - THB 1,000 THB 1,000 - Factor (Land Filling Costs) per square wah per square wah Offering Price After THB 240,100 THB 304,666 THB 300,000 - Adjustment per square wah per square wah per square wah Consideration Factors Offering Price -5% -5% -5% Distance from BTS/ MRT 1% 2% -5% Land Size -21% -15% -22% Land Shape 0% 0% 10% Width 7% 7% 11% Town Plan & Regulation 20% 20% 20% Development potential 10% 3% 10% Offer / Buy-Sell Date 0% 0% 0% Other factors 0% -15% -15% Total Adjustment 12% -3% 4% Adjusted Price 292,402 270,884 295,221 311,100 Total Adjustment 205 57 60 87 % Total Adjustment 1.00 0.28 0.29 0.43 Convert 9.32 3.56 3.42 2.34 Comparison 100.0% 38.2% 36.6% 25.1% Final Revision Price 289,908 103,558 108,152 78,199 (THB / square wah) Property Market Value (THB / square wah) 290,000 (rounded) Source: Appraisal Report of the Independent Property Appraiser, Appraisal Report No. VR087/2020 dated December 18, 2020
The Independent Property Appraiser calculated the appraisal value of the land equal to THB 290,000 per square wah, totaling the land appraisal price equal to THB 913,600,000 (rounded).
Appendix C Page 3
C01
Diagram C01-1: Land plots location
Source: Appraisal Report of the Independent Property Appraiser
Opinion of the Independent Financial Advisor The Independent Financial Advisor has an opinion that the valuation of vacant land by the Independent Property Appraiser by using the Market Approach is appropriate because the Independent Property Appraiser has compared market prices for trading or offering of 3 nearby land plots, which were examined and considered appropriateness by scoring following several factors such as location, accessibility, land position, land size, land condition, and development potential. In addition, the land value was also reduced from land and land environment improvement costs. Therefore, the appraisal by the Market Approach can accurately reflect the market value of the land.
Appendix C Page 4