For Delisting of Securities)

(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 <ul style="display: flex;"><li style="flex:1">2</li><li style="flex:1">1. The Company’s status in terms of past and projected operational performance </li></ul>2. Opinion on the accuracy of the Company’s information shown in the tender offer statement 14 3. Any relationship or agreement between the Company’s director/s, whether on 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.) 14 <ul style="display: flex;"><li style="flex:1">3.1 Relationship between the Company’s director/s and the Offerors </li><li style="flex:1">14 </li></ul><ul style="display: flex;"><li style="flex:1">14 </li><li style="flex:1">3.2 Shareholding by the Company’s directors in the Offerors, persons in the </li></ul>same group as the Offerors and persons under Section 258 of the Offerors <ul style="display: flex;"><li style="flex:1">3.3 Related party transactions </li><li style="flex:1">14 </li></ul>15 18 18 19 3.4 Other agreements or contracts 4. Opinion of the Board of Directors of the Company to the securities holders 4.1 Reasons to accept and/or reject the tender offer 4.2 Opinions and reasons of the individual directors and the number of shares held by them 4.3 Benefits or impacts from the plans and policies indicated in the tender offer and viability of such plans and policies 19 4.4 Additional opinions of the Board of Directors of the Company 5. Opinion of the Shareholders’ Advisor 22 24 24 55 57 5.1 Appropriateness of the offering price 5.2 Reasons to accept and/or to reject the tender offer 5.3 Benefits or impacts from the plans and policies indicated in the tender offer and viability of such plans and policies 5.4 Benefit to and impacts on the shareholders who decline the tender offer 5.5 Conclusion of opinion of the shareholders’ advisor 60 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 to be purchased Amount of securities to be purchased as % of Offer price per Total tender unit 1/ (Bt.) offer value (Bt.) Total amount Total amount of securities sold of the Company Type of securities Shares/Un its Voting rights of voting rights of the Company Ordinary <ul style="display: flex;"><li style="flex:1">shares </li><li style="flex:1">701,819 </li></ul>- 701,819 - 0.50 - 0.50 - 5.74 - 4,028,441.06 - Preferred shares -- -- -- -- -- -- Warrants Convertible debentures <ul style="display: flex;"><li style="flex:1">-</li><li style="flex:1">-</li><li style="flex:1">-</li><li style="flex:1">-</li><li style="flex:1">-</li><li style="flex:1">-</li></ul>Other securities (if any) <ul style="display: flex;"><li style="flex:1">Total </li><li style="flex:1">0.50 </li><li style="flex:1">Total </li><li style="flex:1">4,028,441.06 </li></ul>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 fullyintegrated 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 HTSA 58.50% Others 0.50% HTST 51.00% Eternity Grand Logistics Plc. (ETG) Paid-up share capital of Bt. 140 million 70%* 100% <ul style="display: flex;"><li style="flex:1">100% </li><li style="flex:1">70% </li></ul>Eternity Transport Co., Ltd. Eternity Logistics Co., Ltd. <ul style="display: flex;"><li style="flex:1">Eternity Consulting and Service </li><li style="flex:1">Pands Group Logistics </li></ul><ul style="display: flex;"><li style="flex:1">Co., Ltd. </li><li style="flex:1">Co., Ltd. </li></ul><ul style="display: flex;"><li style="flex:1">(ECS) </li><li style="flex:1">(ETL) </li></ul>(PGL) (ETC) Paid-up share capital of Bt. 5 million Paid-up share capital of Bt. 20 million Paid-up share capital of Bt. 100 million Paid-up share capital of Bt. 20 million (Ceased operation and 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 Bt. 1 million (Ceased operation and under liquidation) Samitasiri, 7%; and other six shareholders, 4%; neither of whom are related persons with the Company. 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). The Offerors have an intention to apply for a voluntary delisting of ETG shares from the MAI (“Delisting of Shares”). On May 25, 2011, the Company’s Extraordinary General Meeting of Shareholders No. 1/2011 resolved to approve the Delisting of Shares. Then on June 3, 2011, the Stock Exchange of Thailand (“SET”) submitted a letter notifying the Company of its approval of the application for the Delisting of Shares subject to a condition that the Company must arrange for the Offerors or a person designated by the Offerors to make a tender offer within a maximum tender offer period of 45 business days, which is in compliance with this tender offer (referring to the tender offer submitted to the Office of the Securities and Exchange Commission (“SEC”) on July 22, 2011), before the SET will further consider determining the date of delisting of the Company’s shares. The Offerors consist of 1) HTST which is a company registered and established in Thailand, having a registered capital of Bt. 18 million (as of April 1, 2011), and has engaged in domestic transport management, warehousing services, import/export documentation services, and domestic and international trading agent services; and 2) HTSA which is an entity registered and incorporated in Singapore, having a registered capital (as of June 9, 2011) of SGD 12 million (equivalent to approximately Bt. 302.64 million based on the average exchange rate (selling rate) of the Bank of Thailand quoted on June 30, 2011 at Bt. 25.2204/SGD), and has been a provider of advice and support to customers in the logistics industry, cartage and haulage services, hiring out of cranes, and inspection and packing services. Both HTST and HTSA are members of Hitachi Transport System Ltd. (“HTS”) (HTS owns shares in HTST and HTSA in an amount of 43.67% and 100% respectively). HTS is a listed entity on Tokyo Stock Exchange, having a paid-up registered share capital (as of March 31, 2011) of 16,802 million yen (equivalent to approximately Bt. 6,480.52 million based on the average exchange rate (selling rate) of the Bank of Thailand quoted on June 30, 2011 at Bt. 38.5703/Yen 100). HTS provides a fullyintegrated third party logistics service, including transportation, storage and information system through a one-stop shop, ranging from procurement to sales via its global logistics network of more than 400 bases across Japan and overseas. 1 - HTST acquired 71,400,000 shares from the Thiapairat Family and their related persons, representing 51.00% of ETG’s total paid-up share capital. <ul style="display: flex;"><li style="flex:1">-</li><li style="flex:1">HTSA acquired 9,708,071 shares from the Thiapairat Family and their related persons and another </li></ul>27,800,000 shares from Aichi, making up a total of 37,508,071 shares or 26.79% of ETG’s total paid-up share capital. - 4 - The revenue structure of ETG and its subsidiaries over 2008-2010 and the first three months of 2011 is shown below: Jan-Mar 2011 2008 Bt. 000’s 2009 Bt. 000’s 84.12 607,244 2010 Bt. 000’s <ul style="display: flex;"><li style="flex:1">Type of revenue </li><li style="flex:1">Operated </li></ul><ul style="display: flex;"><li style="flex:1">by </li><li style="flex:1">%</li><li style="flex:1">%</li><li style="flex:1">%</li><li style="flex:1">Bt. 000’s </li></ul>175.93 40.44 %1.Transportation and distribution services ETG PGL 944,438 - 62.05 10.95 645,845 143,131 61.67 13.67 67.60 <ul style="display: flex;"><li style="flex:1">15.54 </li><li style="flex:1">-</li><li style="flex:1">107,126 </li></ul>2. Customs clearance <ul style="display: flex;"><li style="flex:1">services </li><li style="flex:1">ETG </li><li style="flex:1">84,208 </li><li style="flex:1">7.50 </li><li style="flex:1">87,815 </li><li style="flex:1">8.97 </li><li style="flex:1">83,415 </li><li style="flex:1">7.97 </li><li style="flex:1">20.27 </li><li style="flex:1">7.79 </li></ul>3.Warehouse <ul style="display: flex;"><li style="flex:1">management services </li><li style="flex:1">ETL </li></ul>PGL ETL PGL ECS ETG ETG 14,986 10,017 47,575 - 1.33 0.89 4.24 - 24,783 14,709 91,049 23,891 463 2.53 1.50 9.30 2.44 0.05 1.22 0.99 28,195 16,282 96,110 2,703 217 2.69 1.55 9.18 0.26 0.02 0.90 2.09 6.72 9.31 5.23 - 2.58 3.58 2.01 - Product sales 4.Administration services and rents <ul style="display: flex;"><li style="flex:1">641 </li><li style="flex:1">0.06 </li></ul>1.27 0.59 <ul style="display: flex;"><li style="flex:1">-</li><li style="flex:1">-</li></ul>14,282 6,613 11,913 9,667 9,474 21,891 0.31 2.03 0.12 <ul style="display: flex;"><li style="flex:1">0.78 </li><li style="flex:1">5.Other revenues </li></ul><ul style="display: flex;"><li style="flex:1">Total revenues </li><li style="flex:1">1,122,760 100.00 978,660 100.00 1,047,264 100.00 </li><li style="flex:1">260.25 100.00 </li></ul>Board of Directors and shareholders . ETG Board of Directors ETG Board of Directors, according to the affidavit certified by the Department of Business Development, Ministry of Commerce, as of May 23, 2011, is composed of seven members as follows: Position Name <ul style="display: flex;"><li style="flex:1">Chairman and Managing Director </li><li style="flex:1">1. </li></ul>2. 3. 4. 5. Mr. Poonsak Thiapairat 1/ Mr. Shunichi Oinuma 1/ 2/ Mr. Takashi Jinguji 1/ 2/ Mr. Thanapat Pupat 1/ 2/ Mrs. Pochaman Pasawat Director Director Director Audit Committee Chairman and Independent Director 6. 7. Audit Committee Member and Independent Director Mr. Pracha Phathayakorn Audit Committee Member and Independent Director Assoc. Prof. Ruth Banomyong <ul style="display: flex;"><li style="flex:1">Note: </li><li style="flex:1">1/ Authorized signatories. </li></ul>2/ Representatives of the Offerors. Authorized signatories: Mr. Poonsak Thiapairat, Chairman, authorized to sign with the Company’s seal affixed, or any two of the three directors, namely, Mr. Takashi Jinguji, Mr. Shunichi Oinuma and Mr. Thanapat Phupat, to co-sign with the Company’s seal affixed. - 5 - Expected list of ETG Board of Directors after completion of the tender offer The expected list of directors is subject to change as deemed fit with the shareholding structure, management structure according to the Company’s business plan and policy, and other related factors. In this regard, the said list and position of the directors must be approved by the Board of Directors’ meeting or the shareholders’ meeting of the Company (as the case may be) to be further convened. In addition, should there be any changes in the board composition such as any resignation or retirement by rotation of any board members, the Offerors will take appropriate actions in conformity with the Company’s Articles of Association and/or the shareholders’ meeting and/or relevant laws. The expected list of ETG Board of Directors after the tender offer is subject to change as deemed fit. . ETG’s shareholder structure As of June 15, 2011, ETG had a paid-up registered capital of Bt. 140 million, divided into 140 million ordinary shares with a par value of Bt. 1 per share. Here is a list of its top 10 shareholders: % of total issued shares/% <ul style="display: flex;"><li style="flex:1">Name </li><li style="flex:1">No. of shares held </li></ul>of total voting rights 1. Hitachi Transport System <ul style="display: flex;"><li style="flex:1">(Thailand), Ltd. </li><li style="flex:1">71,400,000 </li><li style="flex:1">51.00 </li></ul>2. Hitachi Transport System (Asia) <ul style="display: flex;"><li style="flex:1">Pte. Ltd. </li><li style="flex:1">67,898,181 </li></ul>137,300 62,500 48.50 <ul style="display: flex;"><li style="flex:1">0.10 </li><li style="flex:1">3. Thai NVDR Co., Ltd. </li></ul>4. Ms. Nilawan Toemsinwattana 5. Mr. Suchai Komlittipong 6. Mrs. Nawarat Promlakkano 7. Mrs. Ladaporn Chairuengjitjarat 8. Mr. Sinthop Bamrungkij 9. Ms. Pannee Limpanyakul 10. Mr. Rungkiat Rungrueng-anan Total top 10 shareholders Other shareholders 0.04 <ul style="display: flex;"><li style="flex:1">50,000 </li><li style="flex:1">0.04 </li></ul><ul style="display: flex;"><li style="flex:1">50,000 </li><li style="flex:1">0.04 </li></ul><ul style="display: flex;"><li style="flex:1">50,000 </li><li style="flex:1">0.04 </li></ul><ul style="display: flex;"><li style="flex:1">35,600 </li><li style="flex:1">0.03 </li></ul><ul style="display: flex;"><li style="flex:1">29,200 </li><li style="flex:1">0.02 </li></ul><ul style="display: flex;"><li style="flex:1">25,000 </li><li style="flex:1">0.02 </li></ul>139,737,781 262,219 140,000,000 99.81 0.19 <ul style="display: flex;"><li style="flex:1">Total </li><li style="flex:1">100.00 </li></ul>Expected shareholding structure after completion of this tender offer and the Delisting of Shares from the MAI If all of the tendered ordinary shares are offered for sale by the offerees, the shareholding structure of the Company will be as follows: - 6 - % of total issued shares/% of total voting rights <ul style="display: flex;"><li style="flex:1">Name </li><li style="flex:1">No. of shares held </li></ul>1. Hitachi Transport System <ul style="display: flex;"><li style="flex:1">(Thailand), Ltd. </li><li style="flex:1">71,400,000 </li></ul>1,399,988 51.00 1.00 2. Hitachi Transport System (Asia) Pte. Ltd.

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