Information Memorandum

ASIASOFT CORPORATION PUBLIC COMPANY LIMITED (AS) Head Office: No. 9, UM Tower, Room 9 / 283 – 5, 28 th Floor Ramkhamhaeng Road, Suanluang, , 10250 Tel. 66 2769 8888 Fax 66 2717 4251 Website www..net and www.asiasoft.co.th Office: 76 Tanjong Pagar Road, Singapore 088497 Tel.: 65-68258500 Fax: 65-67447025 Office: A – 19 – 4, Northpoint Offices, Mid Valley City, No. 1 Medan Syed Putra Utara, 5200 Kuala Lumpur, Malaysia Tel.: 603-22871503 Fax: 603-22871500

Listing Date As at May 29, 2008 (Trading commencement on May 29, 2008)

Listing Securities Common shares of 300,000,000 shares at par value of 1 baht per share in total value of 300.00 million baht (Offering to investors 75,000,000 shares at par value of 1 baht per share in total value of 75.00 million baht)

Capital As of May 29, 2008 (Trading commencement) Registered Capital Common Shares 316.00 million baht Preferred Shares -0- million baht Paid-up Capital Common Shares 300.00 million baht Preferred Shares -0- million baht Secondary Market The Stock Exchange of (SET)

Offering Price 12.00 baht per share

Offering Date May 20- 22, 2008

Objectives and plans for utilizing the capital increase 1. Further expansion and investment of online game service in and Malaysia 2. Acquire new license of online games 3. Invest in additional servers and computer system 4. Develop in-house new online games 5. General working-capital Type of Business and Nature of Operation The Group provides “Online Entertainment Services” emphasizing on online game services in Thailand, Singapore, Malaysia and Vietnam with competitive strengths as follows: 1. The Group is a leading regional online game operator in Southeast . 2. The Group’s main business is providing online game services, which have a high potential growth prospect in both global and South East Asia markets, and are able to generate steady cash flow through the sales of @Cash prepaid cards via various and extensive distribution channels. 3. The Group has effective strategies to diversify its investment into a high potential online game markets in several South East Asian countries, which enable the Group to effectively reduce risks in relying on any particular market and increase growth opportunity in the future. 4. The Group has high performance server platform to efficiently provide speed of playing and handle the large number of concurrent gamers.

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The Group’s main revenues can be divided into 3 types, as follows 20

2005 2006 2007 Revenue Classification Baht Baht Baht % % % Million Million Million 1. Revenue from online game service a 673.52 78.5 817.11 77.3 1,166.72 74.8 2. Revenue from distribution business b 173.86 20.3 210.77 19.9 334.62 21.5 3. Other income c 10.16 1.2 29.50 2.8 57.21 3.7 Total Revenues 857.54 100.0 1,057.38 100.0 1,558.55 100.0 Remarks: a Excluding revenue from online games operated by CONG TY TNHH CHAU A MEM (“CTCM”) in Vietnam b Including revenue from @Cafe membership fees for the right granted to Internet cafes in providing services for games in which the Group has copyrights. c Including CTCM's sub-licence fee to provide online game service in Vietnam venue Classification Baht Currently, businesses of the Group can be classified into 2 main types as follows: 1. Online Game Operator This business generates income equal to 74.6% of total revenue as of December 31, 2007. The Group is a leading online game operator in this region, based on 2006 online game service revenue, with the largest market share in Thailand (at 59.6%) and Singapore (at 69.8%), and the second largest market share in Malaysia (21.2%) and Vietnam (15.8%). As of December 31, 2007, the Group provided online game services in total of 12 games in 4 above countries with more than 8.20 million registered users.

Online game is computer game which is played on the Internet and gamers can compete and chat with other gamers in the game spontaneously through the server system on which the main game programme and gamers’ information are stored. Online game operators shall provide services to gamers whose computers have the client programme installed and are connected to the Internet and the gamers register to play games through the online games’ web site. However, Online games do not include games which operate on LAN system only.

The online game operated by the Group can be classified into 2 types as follows: a) Massively Multiplayer Online Role-Playing Game (“MMORPG”) MMORPG is an online game which can handle a large number of gamers simultaneously and every gamer can have interaction with each other in real time (Real Time Interaction), which enables the gamers to compete or befriend others as in real life. The story of the games is mostly about action adventures to defend oneself or war adventure. As of December 31, 2008, the Group operates MMORPG namely Online, TS Online, Yulgang, Granado Espada, Legend of 3 Kingdom, CABAL and Ghost Online. In 2007, income from MMORPG game services accounted for 32.0% of the total income from online game services b) Casual Game Casual Game is an online game with cute, colourful cartoon characters. A Casual Game is normally relatively easy to play. Gamers do not need a large amount of time or skills to play and can usually finish the game in a short period of time, thus making the game suitable for relaxation. As of December 31, 2008, the Group operates MMORPG namely Maple Story, Audition, Pangya, GetAmped and . In 2007, the Group’s income from Casual Game services accounted for 68.0% of the total income from online game services

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At present, the Group charges fee for the online game service through the following 2 methods: a) Air Time Sale Gamers pay fee for the online game service according to the time spent playing the game. This method is mostly used for MMORPG games, with the rate per hour and the rate per day from Baht 3.98-5.60 / hour and Baht 9.87 - 12.60 per day, depending on the type of games and the amount of air time purchased. b) Item Sales In this method, the online game operator allows gamers to play the game for free of charge in order to offer in-game items such as weapons, clothes and accessories to gamers who will decide whether or not to buy the items. The revenue from sold items is considered the Group’s online game service income. However, their price will vary depending on type and popularity of the game, the country in which services are provided, marketing policies in the relevant period and the number of offered items. Items offered in packets will be at a lower price. At present, revenue model of online game services around the world are changing from Air Time sale to Item Sale due to the belief that allowing gamers to play games for free first will attract both existing and new groups of gamers to try and play the games, and thus will increase the opportunity of the Group in generating higher income through the sale of in-game items. However, some online games may use both methods called Hybrid Sale such as .

The majority of the Group’s customers are children, teenagers, school and university students who are attracted to inexpensive entertainment provided by online games and the online community which provides opportunities for real time communication with others. With the attraction of online games as inexpensive entertainment in comparison to other types of entertainment and easy accessibility from anywhere place with internet connection, online games are one of the top entertainment options for such customers, which do not have high income but have sufficient purchasing power to pay for online game services on a regular basis. In addition, gamers in this region prefer to play games in the internet café located around the whole country which is a factor in contributing to the general popularity of online games among the Group’s target customers. In the past 2 years, the Group has been targeting a new group of customers such as families and working people who have higher purchasing power and tend to play online games regularly in the developed game market.

The Group’s online game services in each country except Vietnam are operated through a subsidiary established in that particular country. Each subsidiary has its own server system in order to increase efficiency of service. The Group receives fee payment for online game services in advance through the sale of their @Cash prepaid cards to gamers. At present, the cards are sold through 2 distribution channels: 1) outright sales of prepaid cards to distributors, which are either Internet cafes or convenient stores, which, as of December 31, 2007, there are outlets more than 18,000 in Thailand, 750 in Singapore and 250 in Malaysia; and 2) electronic sales through electronic systems. This advanced payment enables the Group to generate a stable cash flow.

To procure online game services in each country, the Group appoints a Game Manager team to be responsible for the procurement and preparation of services. Each team will be responsible for one game. There are 6 steps in the preparation procedures of the Group, as follows: 1) Selection of online games 2) Negotiation and purchase of online game license 3) Preparation of online game service system 4) Distribution of Client Programme which gamers have to install on their computers before their first time plays. 5) Opening for service 6) Publicity and advertisement

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Summary of the acquisition of online game license In providing online game services, the Group acquires game licenses from several Game Developers or Game Publishers in foreign countries to provide services as the sole operator in a specific territory at the rate agreed upon by the parties. As of December 31, 2007, the Group has entered into several agreements for the purchase of online game licenses from Game Developers/Game Publishers in , and , with the total value of approximately Baht 316.31 million (calculated at the exchange rate of Baht 34.00/USD).Most of the agreements have a term of 2 - 4 years from the commercial launch with the right to renew at the same price and under the same conditions. In this regard, the Game Developers/Game Publishers may terminate the agreements in case of breach of the agreements by the Group and/or the Group facing financial difficulty, insolvency, inability to launch online game services in a specific time etc. The license fee of online game can be divided into 4 main types, as follows. 1) Initial licensing fee which is a fixed sum to be paid at the date of signing the agreement or within a specified period. 2) Monthly royalty fee which varies according to the amount of gross profit from the provision of game services in each month. Some agreements may specify the minimum guarantee which must be paid within a specified period. 3) Annual royalty fee which varies according to the amount of gross profit from the provision of game services in each year over and above the monthly royalty fee. 4) Success fee payable when the Group’s revenue from the game reaches the specified . The type and amount of licensing fee payable as well as the payment period will depend upon the negotiation between the Group and the Game Developer or Game Publisher.

Online Game Market Online gaming is a large industry with total global online game market value approximately USD 3,823 million or Baht 129,982 million in 2006. Online game market is continuing to grow, especially in the Southeast Asian region, which is recently developing and being the target market of the Group. In 2006, total market value of online game in Southeast Asia was Baht 3,316.02 million and is expected to grow at the Compound Annual Growth Rate (CAGR) of 18.7% between 2006 - 2011 to total market value of approximately Baht 7,822.04 million in 2011. The expansion of broadband Internet service was the main driven factor for the growth of online game industry. Currently, most of online game operators in the countries of this region provide services only in their own countries, but only few online game operators provide service in several countries like Asiasoft.

2. Game Distributor This business generates income equal to 21.5% of total revenue as of December 31, 2007. The Group’s business as a game distributor is divided into 2 types: distributor of online games and distributor of computer software, as detailed below: a) Online game distributor The Group is an online game distributor by importing online game products, including prepaid cards and client programmes from abroad for sale to domestic customers in each country. At present, the Group is a distributor of only one game, World of War Craft. Moreover, the Group is also a distributor of online games of other companies, which have formed a business alliance with the Group through @Cash prepaid system, in total of 20 games as of December 31, 2007. However, the Group operates only as a distributor in this business. The Game operators will operate the server system for the online game services themselves. b) PC Game distributor

PC game requires installation of game programmes on the gamers’ personal computer. Most of these games can only be played by one person at a time or within a limited number of persons. PC game programmes are

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sold in a form of a diskette or DVD. However, certain types of PC games may have a network system which allows several gamers to play simultaneously, for example, using LAN (Local Area Network) or the server system of the game operator. However, players’ information is not stored on such system. At present, the Group is a PC game distributor in Thailand, Singapore and Malaysia.

In the past, the Group distributed a large number of PC games but later reduced the number due to the piracy problem, which is the main problem for every PC game distributors. As of December 31, 2007, the Group is a distributor of more than 10 games, including Counter Strike Anthology, Half Life 2: Orange Box, Diablo II Battle Chest and WarCraft III Battle Chest etc. The licenses are purchased from leading game companies in the United States, namely , Vivendi and Valve in order to distribute in 3 countries namely Thailand, Singapore and Malaysia.

The Group’s target customers may be divided into 2 main groups, as follows.

• Gamers The Group’s target customers are the same as the Group’s online game customers, which generally consist of children, teenagers, school and university students. However, PC gamers are gamers who like to play individually or within a limited number of gamers, which vary according to types of games. For example, fighting games are played by the Hard Core gamers, strategy games are played by educated gamers, adventure games and virtual world games are played by general gamers, and academic games are played by school and university students etc. • Internet cafes The Group grants the right to Internet cafes that are members of @Cafe to install game programmes on their computers to provide services to their customers. The membership fee is fixed at a specified rate. However, the membership of @Cafe is only available in Thailand, which, as of December 31, 2007, have more than 13,300 members country-wide.

The Group mostly distributes online and PC games through computer and game outlets. In case of distributing online games of other companies, which have formed a business alliance with the Group through @Cash prepaid system, the Group utilizes the same channels as the distribution of the @Cash prepaid cards.

PC Game Market The piracy problem of PC game remains a major problem for operators in the industry today. Even though governments in various countries have tried to tackle the piracy problem in goods, there are still many cases of violation of PC game copyrights. The reason is that PC games can be easily copied and distributed and can generate high profit for the violators, as the violators do not pay the license fees which is the major cost for this business, to copyright owners. As a result, the number of copyright violators is constantly increasing. Although PC games that are legally produced and distributed are of better quality, the majority of gamers still buy illegal PC games, as they are cheaper and more widely available. Due to the above reasons, operators that have purchased copyrights experience lower profit or incur losses. Moreover, carrying out marketing activities and distribution strategies to compete with the illegal products is not an easy matter. Environmental Impacts -None-

Feasibility Study -None-

Technical and Management Assistance -None-

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Future Projects The Group has a plan to expand its business to render total online entertainment solutions and diversify its investment to other countries as follows:

1. Joint Venture and Investment in the Leading Companies 1.1 Direct Investment in Vietnam Asiasoft Group is well aware of the growth potential of the online game market in Vietnam, which is a newly emerging market with a high growth rate. This awareness has led Asiasoft Group to acquire various online game licenses for Vietnam. Nevertheless, instead of providing the service itself, Asiasoft Group has had to sub-license its online game service to CTCM since 2004 because of its inability to invest directly in Vietnam from the stringent foreign investment restrictions, uncertainty of online game industry at that time and its lack of expertise in Vietnam’s online game market. Asiasoft Group therefore sub-licensed its online games to CTCM for market trials. However, Asiasoft Group now plans to invest directly in Vietnam in 2008 by establishing a subsidiary or acquiring shares in Vietnamese potential online game companies, following Vietnam’s free trade liberalization on 11 January 2007, the steady growth of the online game market in Vietnam, the success of the online games sub-licensed by Asiasoft Group to CTCM, and Asiasoft Group’s readiness to invest in terms of online game licenses, funding and other resources. Asiasoft Group is now conducting a study on investment in the online game business in Vietnam. Investment in Vietnam can help Asiasoft Group diversify its risk to many countries and can enable it to better manage its operating costs. As at December 31, 2007, Asiasoft Group had purchased 9 online game licenses for Vietnam 1.2 Joint venture with a leading international program developer in distributing computer programs

Currently, Asiasoft Group is on a process in jointly establishing a company with a leading international program developer for distributing a computer program in three countries: Thailand, Singapore and Malaysia. This joint-venture company will purchase software applications which are basic programs for computer users from the international developer. This joint-venture company will sell the programs at significantly lower prices than the current market price which will be suitable for general computer users. Initially, Asiasoft Group plan to distribute these programs to its current customer base such as Internet Café and its gamers

To support the initial distribution of these programs, Asiasoft Group initially plans to use its existing distribution channels for @Cash cards and PC games such as Internet Cafés, computer and game shops, and convenience stores in total number of 13,800, 600 and 250 outlets in Thailand, Singapore and Malaysia respectively. Asiasoft Group expects this project will diversify its sources of income in the future. 2. Launch of new online games in its existing markets. In 2008, the Group plans to commercial launch new games in Thailand, Singapore, Malaysia and Vietnam namely Freestyle Street Basketball, CABAL, Ghost Online, Huang Yi Online, Sudden Attack, Rich Man and Summoner

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Related Transactions (unit: million baht) Transaction Value Company or Individual / Nature of Relationship Transaction Description Ended 31 Dec Rationale for Transaction Type of Business 2006 2007 Asiasoft International • A subsidiary in • Other receivables from related parties 2.98 - • In the past, ASI was the license holder for the Co., Ltd. (ASI) which 99.99% of The Company paid the license fees for the online games that were sub-licensed to • Holding Company the shares are held online games that ASI sub-licensed to CTCM, whereby the Company paid the by the Company CTCM for a service provision in Vietnam. license fee to the licensor/distributor of the and has common games and was then reimbursed from ASI. directors. ASI has now transferred the licenses for all games to the Company. • Long-term loan to related parties - 18.00 • The Company has provided financial support The Company has provided a loan to ASI to ASI for investing in its subsidiary in Malaysia by charging interest at 5% p.a.

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Transaction Value Company or Individual / Nature of Relationship Transaction Description Ended 31 Dec Rationale for Transaction Type of Business 2006 2007 Asiasoft Online PTE • A subsidiary in • Sales 6.65 - • The Company sold the products to ASO for LTD. (ASO) which 99.99% of use in its business at the price and on the • Online game service the shares are held conditions used in the Company’s ordinary provider in Singapore by the Company course of business. and Malaysia through ASI and has common • Sales of fixed assets 0.23 2.05 • The Company sold its used computers and directors. The Company sold its computers and software to ASO for ASO’s operation at software to ASO. cost a

CONG TY TNHH CHAU • A sub-licensee of • Revenue on license fee 7.70 13.60 • The Company sub-licensed online games to A MEM (CTCM) online games from • Accounts receivables 8.71 9.08 CTCM for online game service in Vietnam • Online game service Asiasoft Group for The Company and ASI collected the and collected the sub-license fee at cost plus provider in Vietnam online game service license fee for online games from CTCM a 15% margin. who sub-licensed in Vietnam. under a sub-license agreement. game from Asiasoft Shareholders of • Sales of fixed assets 3.31 - • The Company sold its used computers to Group only. CTCM are • Other receivables from related parties 1.67 0.60 CTCM for CTCM’s operation at net book Vietnamese and The Company sold its computers to value plus a margin. a have no CTCM. relationship with the Asiasoft Group’s shareholders, directors and management

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Transaction Value Company or Individual / Nature of Relationship Transaction Description Ended 31 Dec Rationale for Transaction Type of Business 2006 2007 PlayPal Co., Ltd. • A subsidiary in • Sales of fixed assets 0.33 0.05 • The Company sold its used and suitable • PC and online game which 50.99% of The Company sold its used computer to properties to PlayPal for PlayPal’s operation developer. the shares are held PlayPal. at net book value and at cost a by the Company and has common • Long-term loan to a related company 4.00 11.80 • Mr. Nanusorn Pojpipat as the strategic directors. The The Company has provided a loan to partner who has experience in online game remaining shares PlayPal for PlayPal’s operations. development, jointly established PlayPal with are held by Mr. the Company. The Company has provided Nanusorn Pojpipat, financial support to PlayPal, which has just an expert in commenced its business, by charging interest software at 5% p.a., which is based on the deposit development interest rate plus a margin. The loan is due for repayment within 3 years. PlayPark Co., Ltd. • A subsidiary in • Revenue on license fee - 1.36 • The Company hires PlayPark to design • Web portals for which 99.99% of • Account receivables - 1.36 develop and manage the Company’s websites online games and web the shares are held The Company receives revenue sharing and gives the right to sell advertising and advertisement by the Company from advertising in the Company’s organize events on the Company’s websites services and has common websites under an agreement. to PlayPark. PlayPark will give 10% revenue directors. sharing to the Company. Uncharted Business Pte. • This company and • Sales 24.00 - • ASO appointed Uncharted Business Pte. Ltd. Ltd. ASO had common • Other receivables from related parties 0.53 - as its @Cash cards distributor in the e-Pin • Management and directors and ASO sold @Cash cards to Uncharted system at the price and on the conditions set advisory services on executives. Business Pte. Ltd. for reselling to gamers. out in a memorandum of understanding E-Commerce Currently, the signed in 2005, hoping that this company Applications service directors and • Selling and administrative expenses 16.42 - would help it gain entry into Singapore’s and development. executives already ASO paid a management fee for the market. This memorandum of understanding resigned from ASO Maple Story game, and expenses relating expired in August 2006 and was not renewed. and have no to customer service points and marketing ASO now sells @Cash cards and manages relationship with activities. online games itself or through Asiasoft Asiasoft Group. Group’s subsidiary. The Company does not expect this type of transaction to occur in the future.

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Transaction Value Company or Individual / Nature of Relationship Transaction Description Ended 31 Dec Rationale for Transaction Type of Business 2006 2007 Mr. Pramoth Sudjitporn • A major • Share acquisition in ASO 2.39 - • The ASO shares were acquired to restructure shareholder, ASI acquired 100% of shares in ASO the shareholdings of Asiasoft Group. In this director and from these people. regard, the Company will hold shares directly executive of the in the subsidiaries located in Thailand and Company. ASI will hold shares in the foreign Mrs. Seet Jing Huan • A major subsidiaries. The share acquisition price was Jennifer shareholder of the the par value. • A shareholder in Mr. Company. Tan Tgow Lim’s group. Mr. Pramoth Sudjitporn • Major shareholders, • Receivables from related persons 17.05 - • The Company paid a dividend to Mr. Lertchai Kanpai directors and Receivables resulting from the Company’s shareholders on 27 April 2006 without executives of the failure to withhold tax on a dividend paid deducting withholding tax. Thus, the Company. to these people. Company asked for the withholding tax and Miss Saowalak • A major received it in full in May 2007. The Jitsampan shareholder of the Company does not expect this type of • A shareholder in Mr. Company. transaction to occur in the future. Pramoth Sudjitporn’s group Mr. Nanusorn Pojpipat • PlayPal’s major • Long-term loan to related parties 0.90 - • PlayPal lent Baht 2.10 million to Mr. shareholder and PlayPal provided a loan to Mr. Nanusorn Nanusorn Pojpipat. The loan was due for director. Pojpipat. repayment within 2 years and charge interest at 5% p.a.. In March 2007, Mr. Nanusorn Pojpipat repaid the loan in full to PlayPal and the loan agreement was terminated. This type of transaction is not expected to occur in the future.

Remarks: a Asiasoft Group has a regional purchasing policy. The Company is responsible for purchasing all properties, including online game licenses enabling the Company to purchase at better prices and on better conditions than separate purchases by each company.

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Contingencies and Commitments As of March 31, 2008

Distribution agreements with foreign companies The Company entered into distribution agreements to provide online games services and to distribute PC games with foreign companies. The Company has commitments to pay license fees and royalty fees as stated in the agreements. Risk Factors

1. Risks from External Factors

1.1 Risks from changes in the laws and regulations

Currently, online game business in Thailand are regulated by the Ministry of Culture in censoring game content before launching games, the Department of Intellectual Property in issuing of copyright code (DIP code) to copyright owners for game disc production and the Ministry of Commerce in issuing licenses. In addition, the Ministry of Culture is being prepared for game rating system to identify appropriate game content. On the other hand, regulation relating to online game industry in Singapore, Malaysia and Vietnam is not as strict as in Thailand. Furthermore, the online game market in Malaysia and Vietnam is relatively new; therefore, governmental regulations affecting online game industry and internet cafes is unclear. However, changes in governmental regulations relating to online game industry or more restrictions concerning game playing could have an affect on the Group’s business, financial condition and results of operations in the future.

1.2 Risks from competition and increase of new online game operators At present, the online game market in Thailand, Singapore, Malaysia, and Vietnam is increasingly competitive as more companies enter into the online game market and continuously introduce a wider range of online games to gamers. Furthermore, there is a new online game operator in Thai market that just launce a new game, namely, True Digital Entertainment Co., Ltd. with the game “Special Force” and TOT Public Company Limited with the game “Tales Runner”. Most of online games providing in the market at present are free-to-play model, in which gamers will pay only in-game items purchased, which are highly attracting many gamers to change from one game to other game easily. This may adversely affect the Group’s revenues and profit margin. However, the Group believes that they are able to maintain its market share leader in the future as the Group has strength in procuring game licensing and marketing in regional scale providing a lower cost of license fee. The Group also has a strong expertise in selecting games, has an efficient @Cash prepaid card distribution network to reach target gamers, as well as it efficient customer services. 2. Business Risks

2.1 Risks from unsuccessful operating of the Group’s licensed online games

Operating licensed online games of the Group is required substantial initial investment, including cost of licensing game, the server system and related computer equipments, as well as marketing expenses. If revenues generating from licensed online games do not cover those costs, results of operations and profit margin of the Group may be adversely affected in the future. In order to increase operational success, the Group has a clear policy to select online games with appropriate content to fit the demand of gamers, diversify its source of revenue into various licensed online games by launching more online games in each country. Currently, the Group has offered a total 12 online game tittles in 4 countries and has been continuing to launch new online games in the future.

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2.2 Risks from unsuccessful selling in-game virtual items in Item Sale revenue model

Currently, most of online games operated by the Group allow gamers to play for free and the Group’s revenues will be generated when gamers buy in-game virtual items during playing online games. Consequently, the Group may face the risk of declining service income from selling in-game items, should most of gamers play for free and not buy in-game virtual items. Therefore, the Group’s business, financial condition and results of operations may be adversely affected in the future. However, features in online games will encourage gamers to buy in-game items in order to differentiate their in-game characters from the others. Thus, the Group believes that the offensive marketing and direct activities to target gamer groups will stimulate and attract online gamers to buy in-game items continuously.

2.3 Risks from dependence on the Group’s main distributor

The Group currently distributes the @Cash prepaid cards in Thailand via outright sale through more than 4,200 convenience stores of C.P. Seven Eleven Public Company Limited (“CPALL”), represented more than 30.0 % of the Group’s total online game service income. Should CPALL discontinues its business or stops ordering @Cash prepaid cards, the Group’s business, financial condition and results of operations may be adversely affected in the future. However, the likelihood of CPALL in canceling the order of @ Cash prepaid cards is minimal since the Group and CP7-11 have always maintained a good business relationship. Moreover, the demands for @Cash prepaid cards remain high throughout the country, which generate steady income for the distributor. The Group also has other distribution channels to sell its @Cash prepaid cards through more than 13,600 outlets including convenience stores (excluding CPALL) and retail outlets. In addition, the Group also sells the cards electronically through e-pay, mobile phones (@Cash on mobile) and its websites such as @Shop and @Cash Online.

2.4 Risks from revenue dependence on a particular online game

In 2006 and 2007, the majority of Group’s revenues was from one game title named Maple Story, which account for 35.2% and 35.5 % of its total revenues, respectively. Should the popularity of Maple Story in Singapore and Malaysia significantly decline, the Group’s revenue and profit would be adversely affected. However, the Group has a clear policy to reduce its dependence on a particular online game in a particular market by continuously launching new online game in both Thailand and overseas countries in order to diversify its revenues to various online games in each country and reduce the impact from unsuccessful or unpopular online games.

2.5 Risks from not being a copyright owner and/or developer of online games

In providing online game services, the Group buys copyrights of games from the copyright owners who are developers or distributors of online games in foreign countries to provide online game services in a specific territory for approximately 2 years from the commencement of its commercial launch at the fee rate agreed upon with the copyright owners. The copyright owners provide support in various aspects of the game services such as improvement of program, creating patch file, solving bugs etc. The Group may face risks if any licensed games that the Group operates are terminated or not renewed at the acceptable price and under acceptable conditions. There is also a risk of the copyright owners being unable to provide assistance or technical support to the Group to enable the Group to provide good quality services to gamers, which may affect the Group’s business, financial condition and results of operations in the future. However, the Group strictly complies with the conditions in the license agreement to reduce the risk in license termination. Moreover, the Group has a policy of procuring copyrights from various reputable developers or distributors of online games, who can provide assistance or technical support to the Group throughout the license period. The agreement with the copyright owners will specify a renew term and conditions as the same in order to retain benefit from such right while the games are still popular, in which MMORPG games and Casual Games have the useful economic life of 2-4 years. In addition, the Group has

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begun to develop online games with the establishment of a subsidiary, PlayPal, in 2006, in order to prepare for future growth and competition.

2.6 Risks from dependence on key executives and their expertise in online game business The Group’s business heavily rely on the expertise in online game business of founders of the Group, who are currently the Group’s directors and executives, namely Mr. Pramoth Sudjitporn, Mr. Tan Teo Lim and Mr. Lertchai Kunpai. This dependence is also included the personal relationship between them and game developers and distributors in foreign countries, @Cash distributors and other business partners. If the Group loses any key personnel, the Group’s operations may be affected in the future. However, the Group has in place measures to reduce such risks by managing a good organizational structure not to be dependent on any particular executive and recruiting more professionals with expertise in various areas to assist in the operations of the Group. In addition, the Group has regular training to its employees in order to enhance their knowledge and enable them to carry out the work of key personnel when necessary.

Lawsuit Asiasoft Online Pte. Ltd. (“ASO”) which is 99.9% subsidiary of the Company, received a notice from Uncharted Business Pte. Ltd. (“Uncharted”) in totaling amount of SGD 1.78 million (Baht 41.43 million) which is equal to 11.79% of consolidated shareholders’ equity of the Group as of March 31, 2008. The reason for this notice is that ASO has terminated the Memorandum of Understanding regarding distribution of prepaid cards with Uncharted. The management of ASO on the advice of legal counselor viewed that the claim is without merit. Therefore, no provision for the award (if any) and the related costs has been made in the financial statements. Initially, ASO appointed Uncharted to be the distributor of e-pin @Cash Card of ASO by signing the Memorandum of Understanding with Uncharted in 2005. ASO and Uncharted also had common executive. To prevent the conflict of interest which may happen in the future from the said relations, ASO and Uncharted agreed to terminate the Memorandum of Understanding regarding distribution of prepaid cards on April 2006. The executive who worked in both ASO and Uncharted also resigned from ASO at the end of the first quarter of 2007. Later, Uncharted sent the above notice to ASO in December 2007.

No. of Employees As of March 31, 2008, the Company has employees in total of 533 persons

Company Background

Sept. 20, 2001 Asiasoft Corporation Public Company Limited was formerly named B.M. Media (Thailand) Co., Ltd. The Company was incorporated with the registered capital of Baht 5.0 million to operate in the distribution business of PC games. The co-founders of the Company, Mr. Pramoth Sudjitporn, Mr. Tan Tgow Lim and Mr. Lertchai Kanpai, have long experience in the entertainment software business.

2003 The Company began its online game service business in Thailand with the launch of the game “Ragnarok Online”, licensed from Corporation of South Korea, which developed in the Thai version to provide services for Thai gamers. This online game was very successful with the number of Peak Concurrent Users of over 110,600. This was a major step forward and made the Company widely known as one of the leading online game operators in Thailand.

2004-2005 The Company restructured the company within the group having common shareholding through a share purchase from its major shareholders to clarify the Group’s business structure, reduce costs and enhance the efficiency of the Group’s management. At present, the Asiasoft Group (the “Group”) comprises 8 companies.

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Investment in Subsidiary/Associated/ Related Companies As of March 31, 2008

Name Country Type of Business Paid-up % of Investment Capital Shareholding Cost (million (million baht) baht) 1. Asiasoft Thailand Investment Arm 80.0 99.99 80.00 International Co., Ltd. 2. PlayPal Co., Ltd. Thailand Development of PC and online games 5.0 50.99 2.55 with BOI 3. PlayPark Co., Thailand Web portals for online games and 5.0 99.99 5.00 Ltd. web advertisement services through its web site “www.playpark.com" 4. A Game Co., Thailand Development of PC and online games 0.25 99.99 0.25 Ltd. (no operation yet) 5. Asiasoft Online Singapore Online game service and distribution 48.02 100.00 48.02 PTE LTD. of games in Singapore and Malaysia 6. AS Online SDN. Malaysia Providing support to ASO in its 19.86 100.00 19.86 BHD.* online game service and distribution of prepaid cards in Malaysia 7. ASK Software Singapore Joint venture company with a foreign 0.02 80.00 0.02 PTE LTD.* company for distributing online software (no operation yet) Remark *Held 100% by Asiasoft International Co., Ltd. Change in Capital in the last 3 years (in million baht) Date Capital (decrease) Capital after change Remarks increase April 28, 2006 195.00 225.00 To expand the business of the Group May 26, 2008 75.00 300.00 For IPO between May 20 – 22, 2008 in total of 75 million shares at offering price of 12 baht per share

Securities Offering to Directors and Employees (ESOP Warrant) On May 3, 2007, the Company’s Extraordinary General Meeting of Shareholders No. 1/2007 passed a resolution approving the Company’s issue and offering of warrants (“Warrants”) to directors and employees of the Company and subsidiaries as a reward for their work and as further motivation to work for Asiasoft Group in the long term. Up to 16 million units of the Warrants will be offered at the price of Baht 0 per unit with an exercise ratio of 1 warrant per 1 ordinary share. The exercise price will be at par value of Baht 1 per share. The Warrants’ term is up to 3 years commencing from the date of issue and offering which is on May 16, 2008 and the exercise period during 3 years is as follows:

Exercisable Warrants / Exercise period from the date of Total Number of Allocated Warrants issue and offer of Warrants 30% 12 months 30% 18 months 40% 24 months

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The directors and employees of the Company and subsidiaries may exercise their rights under the Warrants on the last business day of May and November throughout the term of the Warrants except the last exercise which will be on May 15, 2011. These Warrants will not be listed on the Stock Exchange of Thailand. Accounting Period January 1 – December 31 Auditor Year 2005 – 2007 Mr. Atipong Atipongsakul ANS Audit Co., Ltd. Year 2008 Mr. Vichai Ruchitanont ANS Audit Co., Ltd. Registrar Thailand Securities Depository Co., Ltd.

Financial Advisor DBS Vickers Securities (Thailand) Co., Ltd

Dividend Policy

In general, if the Group has no funding requirement for additional investment or business expansion and has sufficient cash flow, the Group has a policy to pay dividend to shareholders of the Company and its subsidiaries of at least 30.0% of net profit of each company (according to each company’s financial statements) after deducting corporate income tax, legal reserves and other necessary reserves. Nevertheless, this dividend payment rate may be changed depending on the necessity and appropriateness, given that this change must provide the highest benefit to the shareholders. A resolution of the Company’s Board of Directors regarding the dividend payment must be proposed to the Shareholder Meeting for approval, except for an interim dividend payment, which the Board of Directors may approve and then report to the next Shareholder Meeting.

B.O.I. Certificates -None-

No. of Shareholders As of May 26, 2008 No. of No. of shares % of paid-up shareholders capital 1. Strategic shareholders 1.1 Directors, manager, and executive management 5 224,999,800 75.00 including related persons and associated persons 1.2 Shareholders who have a holding of above 5% - - - including related persons 1.3 Controlling Shareholders - - - 2. Non-Strategic shareholders hold > 1 trading unit 1,722 75,000,200 25.00 3. Non-Strategic shareholders hold < 1 trading unit - - - Total Shareholders 1,727 300,000,000 100.00

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Major Shareholders As of May 26, 2008 After IPO Before IPO Name % of paid- % of paid- No. of shares No. of shares up capital up capital 1. Mr. Pramoth Sudjitporn’s Group a 164,999,800 55.00 164,999,800 73.3 2. Mr. Tan Tgow Lim’s Group b 45,000,000 15.00 45,000,000 20.0 3. Mr. Lertchai Kanpai 15,000,000 5.00 15,000,000 6.7 4. Asia Investment Partners Limited c 15,000,000 5.00 - - 5. DBS Vickers Securities (Singapore) Pte. Ltd. d 12,000,000 4.00 - - 6. Mr. Chayut Leeitsaranukul 1,000,000 0.33 - - 7. Ms. Usana Mahakitsiri 1,000,000 0.33 - - 8. Mr. Ritirong Boonmeechot 900,000 0.30 - - 9. Mr. Leang Sea Lo 800,000 0.27 - - 10. Mr. Pichai Vichakpun 800,000 0.27 - - Mr. Sovan Lo 800,000 0.27 - - Total 257,299,800 85.77 224,999,800 100.00 Remarks: a This group consists of Mr. Pramoth Sudjitporn and Miss Saowalak Jitsampan who holds 134,999,800 shares and 30,000,000 shares respectively. After selling to Asia Investment Partners Limited in the first listing date, this group will hold in total of 152,999,800 shares. b This group consists of Mr. Tan Tgow Lim and Mrs. Seet Jing Huan Jennifer who hold 30,000,000 shares and 15,000,000 shares respectively. After selling to Asia Investment Partners Limited in the first listing date, this group will hold in total of 42,000,000 shares C Asia Investment Partners Limited is an investment company in Lombard Asia III Fund Group (“LAIII”) which is sponsored and managed by Lombard Investments, Inc. headquartered in San Francisco, USA. The unit holders in LAIII are the renowned institutional investors including California Public Employees’ Retirement System, Asian Development bank, International Finance Corporation of the World Bank Group, CDC Group Plc., Employees Provident Fund Board of Malaysia, Retirement Fund (Incorporated) of Malaysia. Asia Investment Partners Limited has been allotted 15,000,000 shares of the Company in this offering and will acquire 15,000,000 additional shares from Mr. Pramoth Sudjitporn’s Group and Mr. Tan Tgow Lim’s Group in the first listing date. Thus, Asia Investment Partners Limited will hold in total of 30,000,000 shares equal to 10.0% of total issued shares after IPO d The purchaser for investors in foreign countries. Foreign Shareholders As of May 26, 2008, the Company has 26 foreign shareholders holding in total of 74,454,600 shares or 24.82 % of paid-up capital Note : The company has a limitation on the percentage of equity shares held by foreign shareholders stated in the article of association in clause 6 that shares of the Company have no limitation of transfer, except for the transfer which makes persons of alien nationality hold shares of the Company more than 49 % of total paid up capital. The Company has a right to refuse the transfer of shares which makes persons of alien nationality hold shares of the Company more than 49 % of total paid up capital. Board of Directors

Name Position Start Date 1. Mr. Tan Tgow Lim Chairman of the Board April 28, 2006 2. Mr. Pramoth Sudjitporn CEO and Vice Chairman of the Board September 20, 2001 3. Mr. Lertchai Kunpai Director April 28, 2006 4. Miss Arunee Poontawe Director April 4, 2007 5. Mr. Chalermpong Jitkantiwong Chairman of the Audit Committee April 28, 2006 6. Mrs. Tanyaporn Munmee Member of the Audit Committee April 28, 2006 7. Mrs. Monluedee Sookpantarat Member of the Audit Committee November 23, 2007

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Audit Committee The extraordinary shareholders meeting No. 1/2007 held on May 3, 2007 and the board of directors meeting No. 4 /2007 held on November 23, 2007 passed a resolution appointing the audit committee.

1. Mr. Chalermpong Jitkantiwong Chairman of Audit Committee 2. Mrs. Tanyaporn Munmee Member 3. Mrs. Monluedee Sookpantarat Member Secretary Miss Sam-ang Yoddee

The principal power, duties and responsibilities of the Audit Committee 1) Reviewing the Company’s financial reports, both on a quarterly and annual basis, by coordinating with the auditor(s) and executives in charge of preparing the financial reports to ensure that they are prepared correctly with adequate disclosure. The Audit Committee may recommend that the auditor(s) review or audit any transaction which is considered vital during the course of auditing the Company’s accounts.

2) Reviewing action taken, through collaboration with both external and internal auditors, to ensure that appropriate and effective systems of internal control and internal audit are in place for the Company and ASO, its subsidiary.

3) Reviewing the Company’s operation to ensure that it complies with the laws governing securities and the Stock Exchange and rules prescribed by the SET or other laws, rules and regulations applicable to its operations.

4) Selecting and nominating the Company’s auditor(s) and recommending the auditor’s remuneration to the Board for further submission to the Company’s shareholders for approval, based on the credibility, adequacy of resources and volume of auditing works handled by the auditing firm as well as the experience of the individuals(s) to be assigned to audit the Company’s accounts.

5) Approving and considering the disclosure of Company Information in any connected transaction or transactions which may create a conflict of interest to make sure that the disclosure is correct and completed.

6) Reviewing policies on financial management and risk management as assigned by the Board and agreed by the Audit Committee.

7) Preparing corporate governance report of the Audit Committee, signed by the Chairman of the Audit Committee and disclosed in the Company’s Annual Report. The report should include the following information:

• Comments on the process of preparing and disclosing information on the Company’s financial reports as to their correctness, completeness and credibility. • Comments on the adequacy of the Company’s internal control systems. • Justification for reappointment of the Company’s auditor(s) for another term. • Opinion concerning compliance with the laws governing securities and stock exchanges and the rules prescribed by the SET or laws applicable to the Company’s operations. • Any other matter which should be known to shareholders and investors within the duties and responsibilities assigned to it by the Board.

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8) Having authority to audit and investigate as appropriate as well as seek an independent opinion, at the Company’s expense, from other professional advisors to ensure it carries out its responsibilities successfully.

9) Doing such other activities as assigned by the Board and agreed by it.

In fulfilling its duties and responsibilities, the Audit Committee is authorised to invite the Company’s management, executives or employees and relevant subsidiaries to report or give an opinion or attend meetings or submit relevant and necessary documents. However, the Board is authorised to make any revision, as it deems fit, of the Audit Committee’s duties and responsibilities.

Terms for holding office 1. Chairman has term of 3 years 2. Member has term of 3 years Listing Conditions -None-

Silent Period Shareholders, who own common shares before the company’s public offering, holding 165,000,000 shares or 55% of paid up capital after the initial public offering certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one year from the first trading date. Upon the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell of 25% of the total amount of shares prohibited for sale and the rest after one year.

Relaxation -None-

Others -None-

STATISTICAL SUMMARY Asiasoft Corporation Public Company Limited Year Total sales Net profit (loss) Earning Dividend Book value Pay out (‘000 baht) (‘000 baht) (baht/share)* (baht/share)* (baht/share)* ratio (%) 2005 783.60 118.38 3.95 0.89 8.31 22.66 2006 674.81 50.63 0.30 1.48 1.40 485.88 2007 902.79 336.48 1.50 0.78 1.75 52.26 Period of 3 months 223.59 31.26 0.14 0.40 1.49 285.89 ended 31 Mar 2008 (Reviewed) * Par @ 1 Baht and using weight average number of ordinary shares issued during the year

Asiasoft Corporation Public Company Limited and subsidiaries Year Total sales Net profit (loss) Earning Dividend Book value Pay out (‘000 baht) (‘000 baht) (baht/share)* (baht/share)* (baht/share)* ratio (%) 2005 850.79 118.38 3.95 0.89 8.31 22.66 2006 1,049.84 125.74 0.75 1.48 1.95 195.64 2007 1,547.07 253.64 1.13 0.78 1.77 69.33 Period of 3 months 386.17 45.50 0.20 0.40 1.56 196.42 ended 31 Mar 2008 (Reviewed) * Par @ 1 Baht and using weight average number of ordinary shares issued during the year

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Asiasoft Corporation Public Company Limited For the Fiscal Year January 1 – December 31 (in million baht) Summary of financial statement

Audited Reviewed Items 31 Dec 2005 31 Dec 2006 31 Dec 2007 31 Mar 2008 Cash 49.49 48.14 48.97 47.02 Trade receivables 71.84 109.13 148.14 137.80 Accounts receivable and loans to 6.67 21.71 22.40 7.39 related parties Prepaid license fees 52.45 2.03 19.15 14.41 Total current assets 292.19 274.14 466.57 337.36 Long term loan to related parties - 4.00 8.00 8.00 Investment in the subsidiaries 20.57 23.55 57.55 87.82 Equipment-net 87.85 85.02 72.62 74.61 Intangible asset 47.68 95.42 78.34 122.66 Total Assets 449.33 484.25 690.96 638.68 Trade payables 22.90 23.99 17.25 17.03 Accrued license fee 54.44 66.89 47.45 47.35 Deferred revenue airtime card 64.57 87.98 130.58 125.40 and license fee Total current liabilities 187.78 240.88 289.99 297.19 Total non-current liabilities 12.33 10.10 7.08 5.70 Total Liabilities 200.11 250.98 297.07 302.90 Paid-up capital 30.00 225.00 225.00 225.00 Unappropriated retained earnings 217.65 0.70 144.30 84.62 Total Shareholders’ Equity 249.22 233.28 393.89 335.78 3 month ended 2005 2006 2007 31 March 2008 Sales and service income-net 783.60 674.81 902.79 223.59 Total revenue 825.43 679.07 1,113.78 223.59 Cost of sales and services 530.19 457.05 512.48 125.07 Selling and administrative 125.46 154.13 206.03 53.40 expenses Interest expenses 0.13 0.20 0.32 0.08 Income tax 51.26 16.83 57.64 13.53 Net profit 118.38 50.63 336.48 31.26 Net cash provided by operating 7.72 138.51 218.27 61.83 activities Net cash provided (used in) by (212.99) (88.07) (40.62) 25.91 investing activities Net cash provided (used in) by (7.32) (51.78) (176.82) (89.69) financing activities

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Asiasoft Corporation Public Company Limited and its Subsidiatries For the Fiscal Year January 1 – December 31 (in million baht) Summary of financial statement

Audited Reviewed Items 31 Dec 2005 31 Dec 2006 31 Dec 2007 31 Mar 2008 Cash 81.20 81.98 180.02 169.53 Trade receivables 75.27 178.22 234.52 174.17 Accounts receivable and loans to 1.93 19.25 0.60 0.69 related parties Prepaid license fees 52.45 12.43 21.26 17.36 Total current assets 329.26 415.81 614.21 506.38 Long term loan to related parties - 0.90 - - Investment in the subsidiaries - - - - Equipment-net 88.52 108.03 119.01 125.67 Intangible asset 48.92 112.50 116.40 158.87 Total Assets 468.47 642.35 863.45 809.73 Trade payables 21.69 53.18 65.12 61.34 Accrued license fee 54.44 67.49 47.45 47.35 Deferred revenue airtime card 86.72 95.67 206.49 186.80 and license fee Total current liabilities 206.86 304.18 450.07 444.99 Total non-current liabilities 12.39 12.71 15.68 13.29 Total Liabilities 219.25 316.90 465.75 458.27 Paid-up capital 30.00 225.00 225.00 225.00 Unappropriated retained earnings 217.65 91.39 152.15 106.71 Total Shareholders’ Equity 249.22 325.46 397.70 351.46 3 month ended 2005 2006 2007 31 March 2008 Sales and service income-net 850.79 1,049.84 1,547.07 386.17 Total revenue 857.54 1,057.38 1,558.55 386.61 Cost of sales and services 510.98 672.58 896.33 230.38 Selling and administrative 170.64 218.91 322.87 96.15 expenses Interest expenses 0.16 0.28 0.65 0.20 Income tax 57.37 40.60 85.71 14.12 Net profit 118.38 125.74 253.64 45.50 Net cash provided by operating 10.15 154.50 467.04 122.96 activities Net cash provided (used in) by (215.34) (76.63) (185.09) (39.35) investing activities Net cash provided (used in) by (2.32) (77.10) (179.86) (91.73) financing activities Prepared by DBS Vickers Securities (Thailand) Co., Ltd.

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