(Translation) Opinion of the Company on the Tender Offer for Securities (Form 250-2) (For Delisting of Securities) of Eternity Grand Logistics Public Company Limited Tender Offerors: Hitachi Transport System (Thailand), Limited And Hitachi Transport System (Asia) Pte. Limited Shareholders’ Advisor: Advisory Plus Company Limited August 11, 2011 Table of Contents Page 1. The Company’s status in terms of past and projected operational performance 2 2. Opinion on the accuracy of the Company’s information shown in the tender 14 offer statement 3. Any relationship or agreement between the Company’s director/s, whether on 14 his/their own behalf or in capacity as the Company’s director/s or as the Offerors’ representative/s, and the Offerors, including the shareholding by the Company’s director/s in the Offerors’ juristic entity and any contract or agreement made or to be made between them in various matters (such as management, etc.) 3.1 Relationship between the Company’s director/s and the Offerors 14 3.2 Shareholding by the Company’s directors in the Offerors, persons in the 14 same group as the Offerors and persons under Section 258 of the Offerors 3.3 Related party transactions 14 3.4 Other agreements or contracts 15 4. Opinion of the Board of Directors of the Company to the securities holders 18 4.1 Reasons to accept and/or reject the tender offer 18 4.2 Opinions and reasons of the individual directors and the number of shares 19 held by them 4.3 Benefits or impacts from the plans and policies indicated in the tender offer 19 and viability of such plans and policies 4.4 Additional opinions of the Board of Directors of the Company 22 5. Opinion of the Shareholders’ Advisor 24 5.1 Appropriateness of the offering price 24 5.2 Reasons to accept and/or to reject the tender offer 55 5.3 Benefits or impacts from the plans and policies indicated in the tender offer 57 and viability of such plans and policies 5.4 Benefit to and impacts on the shareholders who decline the tender offer 60 5.5 Conclusion of opinion of the shareholders’ advisor 61 Form 250-2 “This English Translation has been prepared solely for the convenience of foreign shareholders of Eternity Grand Logistics Public Company Limited and should not be relied upon as the definitive and official Opinion of the Company on Tender Offer for Securities. The Thai language version of the Opinion of the Company on Tender Offer for Securities is the definitive and official document for the Opinion of the Company on Tender Offer for Securities and shall prevail in all respects in the event of any inconsistency with the English translation.” Opinion of the Company on the Tender Offer for Securities August 11, 2011 Dear Securities Holders: On July 22, 2011, Eternity Grand Logistics Plc. (hereinafter called “ETG” or “the Company”) received a copy of the statement of a tender offer for our securities from Hitachi Transport System (Thailand), Ltd. (“HTST”) and Hitachi Transport System (Asia) Pte. Ltd. (“HTSA”) (hereinafter collectively called “the Offerors”), with details as follows: Amount of securities Amount of securities to be Offer price per Total tender to be purchased purchased as % of unit 1/ offer value Total amount (Bt.) (Bt.) Total amount of Type of Shares/Un Voting of voting securities sold of securities its rights rights of the the Company Company Ordinary shares 701,819 701,819 0.50 0.50 5.74 4,028,441.06 Preferred - - - - - - shares Warrants - - - - - - Convertible - - - - - - debentures Other - - - - - - securities (if any) Total 0.50 Total 4,028,441.06 Note 1/ The Offerees are obligated to pay a brokerage fee of 0.25% of the offer price and a value added tax of 7% of the brokerage fee. Therefore, they will receive a net price of Bt. 5.724645 per share. The tender offer period will cover 45 business days from July 25 to September 26, 2011 during the office hours of 9.00 a.m. - 4.30 p.m. of every business day. The said tender offer period is a final period without any further extension, unless any of the following conditions takes place: - The Offerors may reduce the offer price or extend the tender offer period if there is any event with a material adverse impact on the Company’s status or assets occurring during the tender offer period. - 1 - - The Offerors may amend the offer terms or extend the tender offer period in order to compete with any other person who has also submitted a tender offer for the Company’s securities during the said tender offer period. The Company has considered the tender offer proposal by paying due regards for the securities holders’ interest and would like to express our opinion as follows: 1. The Company’s status in terms of past and projected operational performance together with the assumptions applied Past performance Eternity Grand Logistics Plc. (“ETG” or “the Company”) was incorporated on May 13, 2002 in the name “Eternity Transport 2002 Co., Ltd.” (later renamed Eternity Grand Logistics Plc.) with an initial registered capital of Bt. 5 million. Its promoter is the Thiapairat Family which has more than 30 years of skill and experience in the customs clearance service and the fully- integrated logistics service. The business objective of ETG is to operate the domestic goods transportation and distribution services, auxiliary equipment procurement services for transportation, and transport-related consulting services. ETG registered a conversion into a public limited company on September 9, 2005 and listed its shares on the Market for Alternative Investment (“MAI”) on November 29, 2006. In 2008, it increased the registered capital from Bt. 115 million to Bt. 140 million (current registered capital) through an issuance and offering of 25 million new ordinary shares, representing 17.86% of the paid-up registered capital after such capital increase, for sale at a price of Bt. 5.10 per share to Aichi Kaiun Co., Ltd. (“Aichi”), a Japan-based entity providing a full range of transport and logistics services in Japan. Presently, ETG and its subsidiaries are operating fully-fledged logistics services, entailing three core activities, namely, 1) customs clearance services with a license for customs brokerage No. 12 granted by the Customs Department; 2) transportation and distribution services consisting of container haulier services, contract transport services, and cross border transport services to countries in the Great Maekhong Sub-region (GMS); and 3) warehouse management services with its own warehouses. In addition, they have provided other support services such as duty refund services, application for customs-related documents or permits, auxiliary service and equipment procurement services, packing services, goods handling services, goods sourcing according to customers’ requirements, etc. - 2 - Structure of ETG Group HTST HTSA Others 51.00% 58.50% 0.50% Eternity Grand Logistics Plc. (ETG) Paid-up share capital of Bt. 140 million 100% 100% 70% 70%* Eternity Transport Eternity Logistics Eternity Consulting and Service Pands Group Logistics Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. (ETC) (ETL) (ECS) (PGL) Paid-up share capital Paid-up share Paid-up share capital of Bt. 20 Paid-up share capital of of Bt. 20 million capital of Bt. 5 million Bt. 100 million (Ceased operation and million under liquidation) 50% 30% M Transport Co., Ltd. (EMT) * Other shareholders of PGL are Mr. Thumchal Samitasiri, 19%; Mrs. Thidaporn Paid-up share capital of Samitasiri, 7%; and other six shareholders, 4%; neither of whom are related persons with Bt. 1 million the Company. (Ceased operation and under liquidation) ETG and its three subsidiaries (still operational) have engaged in businesses that are related to and supporting each other, as described below: - ETG: Providing customs clearance services for import and export of goods and other customs-related services, container haulier services, and transportation and distribution services. - ETL: Providing warehousing services, warehouse management services, cargo transportation and distribution, sourcing goods according to customers’ requirements, sales promotion and other related basic auxiliary services such as pick and pack, packing, etc. - ECS: Providing real estate management services to subsidiaries in the group, including administration of the group’s office buildings and warehouses, truck parking and container yard on Lat Krabang Road, etc. - PGL: Providing logistics services for bulk cargoes, including agricultural raw materials (rice, corn and soy beans), fertilizers, minerals, etc., land and marine cargo handling, warehouse management, and cross border transport to neighboring countries such as Laos, Vietnam, Cambodia, etc. - 3 - On April 5, 2011, ETG’s major shareholders, namely the Thiapairat Family and their related persons and Aichi Kaiun Co., Ltd. (“Aichi”), sold their aggregate 108,908,071 shares in the Company, representing 77.79% of ETG’s total paid-up share capital,1 to HTST and HTSA. This has led to a material change in the Company’s major shareholding structure, with HTST and HTSA owning a stake of 51.00% and 26.79% of ETG’s total paid-up share capital respectively. As such, HTST and HTSA are obligated to make a mandatory tender offer for all shares from other minority shareholders in accordance with the SEC Notification No. KorChor.53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (“SEC Notification No. KorChor.53/2545”). The tender offer was already filed on April 21, 2011, with a tender offer period from April 26 to June 3, 2011. After the end of the said tender offer period, the Offerors, as of June 9, 2011, held an aggregate of 99.50% of ETG’s total paid-up share capital (with HTST and HTSA holding a stake of 51.00% and 48.50% respectively).