14012830

ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED TH97/10561QM TW00/17276EM IATF 0060636 SGS TH07/1033

65, 68 Soi Chalongkrung 31, Chalongkrung Rod, Lat Krabang, Bangkok 10520, Thailand (Registration No. 0107546000041) TEL : (66 2) 326-1234, 326-0102, 739-4580 FAX. : (66 2) 326-1020 E-mail : [email protected] http. ://www.eicsemi.com

(Translation)

EIC-AD 018/2014 February 28, 2014 Subject: Notifying the Submission of the Tender Offer for Securities (Form 247-4) To: President The Stock Exchange of Thailand As a result of the acquisition of shares of Electronics Industry Public Company Limited (Company) by Thai Prime Co., Ltd. and Mr. Bee Taechaubol resulting an obligation to make a tender offer for all securities of the Company under the Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business takeovers. The Company would like to inform that the Company received a copy of the Tender Offer for Securities (Form 247-4) from Thai Prime Company Limited and Mr. Bee Taechaubol as Tender Offerors on February 27, 2014. The Company would like to disclose the Tender Offer for Securities (Form 247-4) as enclosed herewith. Please be informed accordingly.

Yours sincerely,

(Mr. Thanabodhi Swasdisri) Director

(Translation)

Tender Offer to Purchase Securities Of

ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

The Offerors Thai Prime Company Limited and Mr. Bee Techaubonm

Form March 4, 2014 April 8, 2014 08.30 a.m. 5.00 p.m. (Business Day Only)

Tender Offer Agent

Globlex Securities Company Limited

Tender Offer Preparer

Asset pro management Company Limited

Tender Offer (Form 247-4) - Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

Table of Contents

Page

Part 1 Summary of the Tender Offer 1

Part 2 Information of the Tender Offerors 1. Information of the Tender Offerors 8 2. Information of the Tender offer Preparer 10

3. Information of advisors 10 4. Relationship between the Tender Offerors and the Company, 11 major shareholders or directors of the Company

5. Other Relevant Information for the Decision Making of the Securities Holders 17

Part 3 Information of Electronics Industry Public Company Limited 1. Information of the company 20

2. Business Plan after the transaction 24

Part 4 Additional Information about the Tender Offer 1. Tender Offer Acceptance Procedure 54 2. Purchase Procedure 59 3. Settlement and Payment Procedures 59 4. Right of securities holders who have expressed their intention to tender their

securities 60 5. Conditions for cancellation of the intention to tender shares 61 6. Determination of the Offer Price 64 7. Acquisition of securities prior to the Tender Offer 64

Part 5 Certification of Information Appendix

1. Verification of the Fund Used in the Tender Offer 2. Confirmation Letters on Non Sale of Securities during the Tender Offer 3. Financial statements for the year ended December 31, 2010 - 2011 of Thai Prime Company

Limited

Tender Offer (Form 247-4) - Translation - ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED

4. Tender Offer Acceptance Procedure and Forms 4(1) Tender Offer Acceptance Procedure 4(2) Tender Offer Acceptance Form 4(3) Confirmation of Securities Cost Form 4(4) Power of Attorney for Tender offer Acceptance

5. Tender Offer Acceptance Procedure and Forms for NVDRs 5(1) Tender Offer Acceptance Procedure for NVDRs 5(2) Tender Offer Acceptance Form for NVDRs 5(3) Confirmation of Securities Cost Form for NVDRs 5(4) Power of Attorney for NVDRs

6. Tender Offer Cancellation Procedure and Forms 6(1) Tender Offer Cancellation Procedure 6(2) Tender Offer Cancellation Procedure and Form 6(3) Power of Attorney for Cancellation of the Tender Offer Acceptance

7. Request Form for Rectifying Items in the Securities Holder Record

Tender Offer (Form 247-4) -Translation- Electronics Industry Public Company Limited

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-Translation- This English translation has been prepared solely for the convenience of foreign shareholders of Electronics Industry Public Company Limited. The Thai language version is the definitive and official document to this Tender Offer and shall prevail in all respects in the event of any inconsistency with this English translation.

The Tender Offer of

Electronics Industry Public Company Limited Dear Shareholders of Electronics Industry Public Company Limited We would like to purchase securities of Electronics Industry Public Company Limited ( EIC or the Company) as follows:

Part 1 Summary of the Tender offer

1. Submission date of the Tender Offer February 27, 2014 2. Name of the Tender Offer Thai Prime Company Limited and Mr. Bee Taechaubol (Tender Offerors) by Mr. Bee Taechaubol who holds more than 30% of shares of all the voting rights of Thai Prime Company Limited, holding 99,999 shares or equals to 49.99% of all the voting rights of Thai Prime Company Limited whose classified as the person according to Defined by Section 258 individuals. Thai Prime Co., Ltd.. appointed Mr. Bee Taechaubol to be its representative for this tender offer. 3. Name of the Tender Offer Preparer Asset Pro Management Co., Ltd. (Tender Offer Preparer) 4. Objective of the Tender Offer

On November 28, 2013, Thai Prime Company Limited (TP) entered into Share Purchase Agreement with Mr. Withaya Chakphet as a shareholder and representative of the other 3 shareholders of the Company to buy 267,809,600 shares (two hundred and sixty-seven million eight hundred and nine thousand six hundred shares) equivalent to 66.95% of total issued shares With a condition precedent that on November 29, 2013 or other dates as the parties agree, the total price of Baht 334,762,000 (Three Hundred and Thirty-four Million Seven Hundred Sixty-two Thousand Baht) or a share price of 1.25


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Baht (One Baht Twenty-Five Satang per share) and TP can determine any person to purchase shares by way of the Big Lot transaction.

On 29 November 2013 and 2 December 2013, TP, Mr. Bee Taechaubol and other 6 individuals; 1) Mr. Sawaeng Sirijuntharopas 2) Ms. Phannee Akkaraj 3) Ms. Uthumporn Junkabutr 4) Mr. Suthep Sirijantharopas 5) Quam Securities Limited 6) Siam Knight Fund Management Securities Co., Ltd. made the Big Lot transaction by purchasing the Companys shares as agreed at a price of 1.25 Baht per share. (One Baht Twenty-Five Satang per share). The details of the buyers and the number of shares of each buyer are as follows:

No. Name

After transaction 29 November 2013

After transaction 2 December 2013

Number of share

% compared to total voting rights of the company

Number of share % compared to total voting rights of the company

The Tender Offerors (1) Thai Prime Co., Ltd. 53,200,000 13.30 173,409,600 43.35 (2) 2 Mr. Bee Taechaubol 32,000,000 8.00 32,000,000 8.00

Total 85,200,000 21.30 205,409,600 51.35 Other persons

(3) 3 Mr. Sawaeng Sirijuntharopas 14,800,000 3.70 14,800,000 3.70 (4) 4 Ms. Phannee Akkaraj 11,900,000 2.98 11,900,000 2.98 (5) 5 Ms. Uthumporn Junkabutr 5,482,600 1.37 7,900,000 1.98 (6) 6 Mr. Suthep Sirijantharopas - - 7,800,000 1.95 (7) 7 Quam Securities Limited 8,000,000 2.00 8,000,000 2.00 (8) 8 Siam Knight Fund

Management Securities Co., Ltd.

- - 12,000,000 3.00

Total all 125,382,600

31.35 267,809,600 66.95

Note: Individuals specified by TP respectively at Nos. 3-8 do not have relationship, whether directly or indirectly, to the Tender Offerers, only that the Tender Offerers had invited them to purchase the Company's shares at the same time, where the Tender Offerers cannot force or intend for the other individuals at Nos. 3-8 to use their voting rights in the same direction as them, or to control their voting rights or controls the business with them.


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On 29 November 2013, TP and Mr. Bee Taechaubol purchased the Company's shares amounted to 85,200,000 shares, equivalent to 21.30% of total issued shares of the Company, and on December 2, 2013, the Tender Offerers, mainly TP and Mr. Bee Taechaubol made additional purchase of the Company's shares, resulting in them holding of 205,409,600 shares, equivalent to 51.35% of the total issued shares of the Company, therefore, the Tender Offerors are required to conduct a mandatory tender offer pursuant to the Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554).

On 13 December 2013, TP had transferred companys shares to Mr. Bee Taechaubol 31,409,600 shares made the TP holding of 142,000,000 shares equals to 35.50% of the total issued shares of the Company and Mr.Bee Taechaubol holding of 63,409,600 shares equals to 15.85% of the total issued shares of the Company, total of holding by TP and Mr. Bee Taechaubol amounted to 205,409,600 shares, equivalent to 51.35% of total issued shares of the company

On 18 December 2013, Mr. Bee Taechaubol purchased the Company's shares amounted to 1,017,500 shares at a price of 3.50 Baht per share which is a specific approach as opposed to the one specified in the Tender Offer Document whereas the tender price and current tender price is greater than the previous one. As such, the Tender Offerers were informed by SEC to make amendment in accordance with related regulation. However the amendment of the tender offer could not be achieved before the determined date on 27 January 2014; and according to section 255 of The Securities and Exchange Act of 1992 (amendment), it is stated that a person who has ever proposed tender offer, whether successfully or not, is obliged not to make any subsequent tender offer within one year except any other case allowed by SEC. As a result Mr. Bee Taechaubol has sent a proposal, requesting an approval from SEC to make a tender offer before 1 year with a tender price of 3.50 baht per share, and eventually on 24 February 2014, SEC has informed a resolution to allow the above-mentioned request to make the second tender offer in the same year.

Moreover, on 17 February 2014, TP has transferred 120,000,000 of its shared to Mr. Bee Taechaubol, leading to TPs holding of 22,000,000 shares or 5.5% of total issued shares while Mr. Bee Taechaubol become a holder of 183,409,600 shares or 45.85% of total issued shares with this shareholding proportion, the Tender Offerors are obliged to propose a tender offer for the entire securities of the Company, according to the Notification of the capital market supervisory board at Tor Jor 12/2011; thus, total amount of shares hold by Mr. Bee Taechaubol and TP become 205,409,600 shares or 51.35% of paid-up shares.

Thus, total amount of shares hold by Mr. Bee Taechaubol and TP become 205,409,600 shares or 51.35% of total issued and sold shares. Therefore, the Tender Offerors are required to


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conduct a mandatory tender offer pursuant to the Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554.

Within 12 months period from the end of the tender offer period. The Tender Offerors intend o hold the company's shares not less than 102,704,800 shares or not less than 25.68% of paid-up capital (where the shares of paid-up capital equals to 400,000,000 shares) and they do not have plans to change the core business of the company but plans to expand the new product lines for example, LED type Diodes or expanding the business to electronic business and electronic-related business, as well as efficient software with high rate of return, for example, investing in business related to express way automatic toll collection system (Easy Pass), Prepaid Card System of traveling system, Royalty Program related to retails and traveling business, Parking Revenue Collection System, Accounting system of Central Clearing House, automatic Fare Collection system and etc. The Company is considering choices to expand the business by cooperating and/or invest in Smart Traffic Co., Ltd.

5. Type and Class of Securities Offered to Purchase The Company has only one type of securities namely, the ordinary shares. As of the date of this Tender Offer Document, the Company has 400,000,000 issued and paid-up ordinary shares. The Tender Offerors currently hold 205,409,600 ordinary shares of the Company or 51.35% of total issued and sold shares of the Company, equivalent to 205,409,600 voting rights or 51.35% of total voting rights of the Company. However, 17 shareholders who collectively hold 96,185,700 shares of the Company or 24.05% of the Companys issued and sold shares have shown their intentions not to sell their shares in this Tender Offer by signing in 17 Confirmation Letters stating that they will not sell their shares in this Tender Offer as per the Attachment No. 2. The details of these shareholders and their shares are as follows:

Name No. of Shares % Of total paid-up shares of the

Company

% of voting rights of the Company

(1) Siam Knight Fund Management Securities Co., Ltd.

1,380,000 0.35 0.35

(2) Mr. Tweesak Viraprasert 8,000,000 2.00 2.00 (3) Mr. Athisak Wongtrakul 480,000 0.12 0.12 (4) Mrs. Maneewan Chang 6,623,600 1.66 1.66 (5) Mrs. Sirirad Chotchawroj 1,091,200 0.27 0.27 (6) Mr. Sukij Chotchawroj 100,000 0.03 0.03 (7) Mrs. Louise Diskul Na Ayudhya 1,017,500 0.25 0.25 (8) Mr. Vinyoo Sumethaugsorn 2,720,500 0.68 0.68


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(9) Mr. Chang Chien-Chaun 1,500,000 0.38 0.38 (10) Mrs. Wiphawee Thanomjaturong 8,788,300 2.20 2.20 (11) Mrs. Phenchan Yongvongphaiboon 11,730,100 2.93 2.93 (12) Miss Areewan Boonkerd 2,935,000 0.73 0.73 (13) Mr. Pradej Kitti-itsaranon 7,419,500 1.85 1.85 (14) Mr. Sawaeng Sirijantharophat 14,800,000 3.70 3.70 (15) Ms. Pannee Akarach 7,800,000 1.95 1.95 (16) Ms. Utumporn Chulkaboot 11,900,000 2.98 2.98 (17) Mr. Suthep Sirichantaropas 7,900,000 1.98 1.98

Total 96,185,700 24.05 24.05 Therefore, the remaining ordinary shares (excluding 96,185,700 shares held by the shareholders who shown their intentions not to sell their shares in this Tender Offer) are 194,590,400 shares or 48.65% of total issued and paid-up shares of the Company and equal to 194,590,400 voting rights or 48.65% of total voting rights of the Company. 6. Offering Price The Offering Price is Baht 3.50 (Three Baht and Fifty Satang) per share (Offering Price). The shareholders tendering their shares (Offerees) will be subjected to a securities brokerage fee of 0.25% of the Offering Price and Value Added Tax (VAT) at the rate of 7% on the sale of shares (Thus, the net proceeds to the Offeree is Baht 3.4906375 (Three point four nine zero six three seven five Baht) per share. Such Offering Price is: ( ) Final offer which may not be changed (unless falling within the conditions stated in Part 1, Clause 8.). ( ) Non-final offer and may be changed by the Tender Offerors. 7. Tender Offer Period The tender offer period will be a total of 25 business days from March 4, 2014 to April 8, 2014 during the hours of 8.30 a.m. to 5.00 p.m. This tender offer period is: ( ) the final period, which will not be extended (Final Period) (unless there are conditions as Clause 8.). ( ) not the final period and the Offerors may extend the tender offer period. 8. Conditions for Changes in the Tender Offer ( ) no conditions ( ) conditions of change in the Tender Offer are as follows:


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( ) the Tender Offerors may reduce the Offering Price and/or extend the tender offer period if any event or action having a material adverse effect on the Companys status or assets occurs during the tender offer period. ( ) the Tender Offerors may change the offer and/or extend the tender offer period to complete with another person if that person has submitted a Tender Offer for securities of the Company during the tender offer period.

9. Conditions for Change of the Tender Offer The Tender Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events:

1) any event or action occurring after the submission of the Tender Offer to the Securities and Exchange Commission (SEC) during the tender offer period, which have or shall have a material adverse effect on the Companys status or assets of the Company. Where such events or actions are not the results from the acts of the Tender Offerors or any acts for which the Tender Offerors are responsible, or 2) Any action after the submission of the Tender Offer to the SEC but before the end of the tender offer period, which causes a material decrease in the value of the Companys shares

10. Tender Offer period that the Offerees can revoke their acceptance of tender offer The Offerees can revoke their acceptance of Tender Offer from March 4, 2014 to March 31, 2014, collectively 20 business days, during the hours of 8.30 a.m. to 5.00 p.m. on every business day. 11. Allocation of shares in case the tendered securities is more or less than the offered securities (in case of partial tender offer pursuant to Chapter 5 of the Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554) - Not applicable in this case 12. Source of Funds for the Tender Offer Globlex Securities Co.,Ltd. granted the Tender Offerors a financial support for this Tender Offer in the amount of Baht 628,000,000 as shown in Appendix 1. Considering the fact that 17 shareholders intended not to sell their shares held by them in the amount of 96,185,700 shares, the total share outstanding for this Tender Offer will be 98,404,700 shares, equivalent to the fund for Tender Offer of Baht 344,416,450. If said 17 shareholders offer all shares held by them in the amount of 96,185,700 shares, the total outstanding shares for this Tender Offer will be 194,590,400 shares at Baht 3.50 per share, totaling the required fund for the Tender Offer of Baht 681,066,400. When considering


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the financial sponsoring granted by Globlex Securities Co., Ltd. in the amount of Baht 682,000,000, the Tender Offerors have sufficient source of funds for this Tender Offer. 13. Name of Tender Offer Agent

Name : Globlex Securities Co., Ltd. Address for collection and submission of tender offer acceptance form

: 87/2 CRC Tower, All Seasons Place, 12th floor, Wireless Road, Pathumwan, Bangkok 10330

Telephone : 02-672-5999 ext 2521, 2525 Fax : 02-672-5929


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Part 2

Information of the Tender Offerors

1. Information of the Tender Offerors 1.1 Mr. Bee Taechaubol

Career Businessman and Investor Address 87/2 CRC Tower, All Seasons Place, 45th floor, Wireless Road, Pathumwan,

Bangkok 10330 Telephone 02-264-2882 Fax 02-654-2881 ID Card 3 1009 00123 00 5 Education - Bachelor of Civil Engineering (Structural Engineering and Construction

Management), University of New South Wales, Sydney, Australia - MBA (Finance and Marketing), Sasin Graduate Institute of Chulalongkorn University - Training courses of Directors (Director Accreditation Program)

Work Experiences 2007 - Current Managing Director of Thai Prime Company Limited. (Previously this company was registered as Country Group Capital Company Limited. Then it changed its name to Emerald Resources Company Limited on January 13, 2011. The last change on the companys name as Thai Prime Company Limited was on May 28, 2013). 2009 - 2011 Chief Executive Officer, Country Group Securities Public Company Limited (Thailand). 2008 - 2009 Vice President, Country Group Securities Public Company Limited (Thailand). 2007 - 2008 Director, Country Group Securities Public Company Limited (Thailand). 2005 - 2006 Director General, International Engineering Public Company Limited. 2000 - 2007 President, Global Estates Limited.

Records of Criminal -None- Pending Litigations -None-


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1.2 Thai Prime Company Limited (1) The nature of business / Career

To invest in companies both listed in and non-listed in the Stock Exchange of Thailand where currently Thai Prime Company Limited holds shares of K-TECH CONSTRUCTION Public Company Limited of 22,344,145 shares, equals to 2.76% of issued shares (K-TECH CONSTRUCTION Public Company Limited has registered and paid-up capital of 809,934,464 baht) (2) Address

87/2 CRC Tower, All Seasons Place, 45th floor, Wireless Road, Pathumwan, Bangkok 10330 (3) Registered and paid up capital

THB 2,000,000 into 200,000 ordinary shares at par value of Baht 10 per share. (4) Top 10 shareholders of which are the latest data as of January 7, 2014

Name No. of Shares % Of total paid-up

shares of the Company

% of voting rights of the company

1. Mr. Bee Taechaubol 99,999 49.9995 49.9995 2. Mr. Ayupun Karnasuta 99,999 49.9995 49.9995 3. Ms. Thanapond Suntharekanon 2 0.0010 0.0010

Total 200,000 100.00 100.00 Note: On January 7, 2014, Mr. Bee Taechaubol, Mr. Ayupun Karnasuta and Ms. Thanapond

Suntharekanon had purchased ordinary shares of Thai Prime Company Limited from Thai Prime Limited of 48,999 shares, 48,999 shares and 2 shares respectively.

(5) List of Board of Directors as of December 13, 2013

Name Position 1. Mr. Bee Taechaubol Managing director 2. Ms. Thanapond Suntharekanon Director

(6) Summary Financial Status and Operating Performance of the company of the Tender

Offerors Summary table of the Companys financial statements for the year ended December 31,

2010 2011. Details on the financial statements are shown in Attachment 3.

(Unit: Baht million) 2010 2011 2012 Total Assets 1.18 1.13 1.58 Total Liabilities 1.34 5.57 10.63


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2010 2011 2012 Shareholders Equity (0.16) (4.44) (9.05) Registered Capital 1.00 2.00 2.00 Total Revenues 0.00 0.00 0.00 Total Expenses 1.16 5.29 4.62 Net Profit (loss) (1.16) (5.28) (4.61) Net Profit (loss) per Share (Baht) (11.59) (326.42) (23.05) Dividend per Share (Baht) - - - Book Value per Share (Baht) (1.59) (22.22) (45.27)

Source: Thai Prime Co., Ltd.s financial statements for the year ended December 31, 2010 - 2011. Previously this company was registered as Country Group Capital Company Limited. Then it changed its name to Emerald Resources Company Limited on January 13, 2011. The last change on the companys name as Thai Prime Company Limited was on May 28, 2013.

(7) Material Contingent Liabilities -None-

(8) Records of Criminal Actions -None-

(9) Pending Litigations -None-

2. Information of the Tender offer Preparer

Name : Asset Pro Management Company Limited Address : 999/9, The Offices at Central World, 10th Fl., Unit 1011-1012, Rama I

Road, Pathumwan, Bangkok 10330 Telephone : 02-264-5678 Fax : 02-264-5679

3. Information of advisors Advisor for seller

Name : Dherakupt International Law Office Ltd. Address : 900, 12th Floor, Tonson Tower, Ploenchit Road, Lumpini, Pathumwan,

Bangkok Telephone : 02-252-1588 Fax : 02-257-0440


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Advisor for buyer Name : Legal Outsource Company Limited Address : 927/200 Soi Ladprao 87, Ladprao Road, Klong Chan, Bangkapi, Bangkok Telephone : 02-932-1496 Fax : 02-932-1496

4. Relationship between the Tender Offerors and the Company, major shareholders or directors of the Company 4.1 Summary of the material information of any contracts/ agreements/ memorandum of understanding, entered into by the Tender Offerors prior to making the Tender Offer for the purpose of trading significant amount securities of the Business 4.1.1 The Share Purchase Agreement

(1) The contract / agreement / memorandum of understanding made between Thai Prime Company Limited and Mr. Withaya Chakphet as a shareholder and representatives of shareholders EIC. Thai Prime Company Limited, Mr. Bee Taechaubol and other buyer 6 persons, ("Buyers") 1) Mr. Sawaeng Sirijuntharopas 2) Ms. Phannee Akkaraj 3) Ms. Utumporn Junkabutr 4) Mr. Suthep Sirijantaropas 5) Quam Securities Limited 6) Siam Knight Fund Management Securities Co., Ltd. ("Buyers") purchased common shares of EIC in the Big Lot in the total amount of 267,809,600 Shares, equivalent to 66.95 of total issued and paid up shares at a price of Baht 1.25 per share, or a total value of Baht 334.762 Million from Mr. Withaya Chakphet and other 3 sellers : 1) Mr. Sarawuth Jinwuthi 2) Mr. Sagna Wanasinchai 3) Mr. Waraporn Chakphet ("Sellers"), on 29th November 2013 or within another, the parties may agree.

(2) Date of the contract/agreement/memorandum of understanding: 28th November 2013 (3) Relevant Securities

Class of securities Issue Number of securities

shares/units

Percentage in comparison with the total number of

outstanding securities if

such class/issue

Percentage in comparison

with the total voting right

of the business

Common shares - 267,809,600 66.95 66.95 Total 66.95 66.95

(4) Name of advisor in entering into the contract/agreement/memorandum of understanding (if any):


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Seller: Dherakupt International Law Office Ltd. Buyer: Legal Outsource Company Limited (5) Conditions and effective term of the contract/agreement/memorandum of understanding and the responsibilities of the contractual parties: Major condition precedents under the Share Purchase Agreement include the followings;

5.1) The Buyers will purchase common shares of EIC in the amount of 267,809,600 shares via the big lot transaction at Baht 1.25 per share with total value of Baht 333,267,000 on 29 November 2013 or within the time period to which both parties agree upon.

5.2) The Buyers and the Sellers will procure to hold the meetings of the Board of Directors of EIC for them to acknowledge and approve following issues:

(a) Acknowledging the resignation of the 3 directors and appointing new ones in their places;

The Company has already implemented. Resolutions of Board of Directors Meeting No. 7/2556 held on 2nd December 2013.

The meeting acknowledged the resignations of (1) Mr. Sarawuth Jinwuth, (2) Mr. Sa Nga Wanasinchai, and (3) Mr. Porameth Chantanakomes from directorship. The resignation letters were received at the Company on 2nd December 2013. (1) Mr. Patiparn Karnjanaviroje, in replacement of Mr. Sarawuth Jinwuth; (2) Mr. Thanabodhi Swasdisri, in replacement of Mr. Sa-gan Wanasinchai; and (3) Mrs. Krishna Jitpatima, in replacement of Mr. Porameth Chantanakomes.

The new directors shall remain on their positions only on the remaining terms of the directors resigned from their directorship.

(b) Appointing Chairman of the Board of Director; The Company has already implemented. According to the resolution of Board of

Directors Meeting No. 7/2556 held on 2nd December 2013, the Meeting approved the appointment of Mr. Patiparn Karnjanaviroje as the Chairman of the Board of Directors, effective on 2nd December 2013.

(c) Considering and approving the change of authorized directors according to the change in positions of directors;

The Company has already implemented. According to the resolution of Board of Directors Meeting No. 7/2556 held on 2nd December 2013, the meeting approved the amendment of the authority of the directors of the Company to be as follows:

Mr. Withaya Chakphet, Mrs. Tippawan Chakphet, Mr. Patiparn Karnjanaviroje, Mr. Thanabodhi Swasdisri, two of these Authorized Directors jointly sign together with the Companys seal affixed.


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(d) Considering and approving the change in power of attorney for disbursement from EICs bank accounts;

The Company has already implemented. (e) Considering and approving the incorporation of subsidiary of EIC in order

to accept the transfer of production and distribution of electronic parts business (Business) from EIC;

The Company has already implemented. According to the resolutions of Board of Directors Meeting No. 7/2556 held on 2nd December 2013, the meeting approved the incorporation of the new subsidiary. The Company already incorporate said subsidiary as summarized details in the table below. Company Name : EIC Semiconductor Co., Ltd. (Subsidiary) Incorporation Date : 4th December 2013 Incorporate No. : 0105556191882 Directors : 3 persons : (1) Mr. Withaya Chakphet (2) Mrs. Tippawan

Chakphet and (3) Mr. Luca Giacomo Pietro Roveda Authorized Director : Either Mr. Withaya Chakphet or Mrs. Tippawan Chakphet

can sign to bind the Company. Registered Capital : Baht 100,000 Registered Address : 65, 68 Soi Chalongkrung 31, Chalongkrung Road, Lat

Krabang, Bangkok Shareholders : Registered capital of Baht 100,000 divided into 1,000

shares having a par value of Baht 100 per share.

Shareholders Amount of

Shares %

1 Mr. Withaya Chakphet 1 0.01 2 Mrs. Tippawan Chakphet 1 0.01 3 Mr. Teethawat Havarungsi 1 0.01 4 Electronics Industry Public

Company Limited 997 99.70

Total 1,000 100.00

Note: Mr. Luca Giacomo Pietro Roveda is professional management with experience in the electronics business which not related to the tender offer in any way.

(f) Considering and approving the transfer of the Business consisting of

assets, debts, business licenses, and all employees to the new subsidiary company and proposing to the shareholders meeting for further approval


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The Company is implementing this matter. According to the Extraordinary General Meeting of Shareholders No.1/2014 held on February 13, 2014, the Meeting resolved to approve for the Company to reorganize the business by transferring the assets and debt which involved manufacturing of diodes of the Company to EIC Semiconductor Co., Ltd., Whereby the value of assets involving manufacturing of diodes of the Company for payment of the increased capital shares will be in accordance with the book value of the share subscription payment date. The date of transfer the value of assets and debts is within April 1, 2014 (or the date as otherwise fixed by the Board of Directors) by referring to the value of assets and debts as of March 31, 2014 in accordance with the financial statement of quarter 1/2014.

In addition, the Meeting approved that the Company to allocate a sum of working

capital of not exceeding Baht 20 million to its Subsidiary in the form of payment of increased capital so that the Subsidiary has sufficient cash flow for further business operation. The total of assets and debt to be transferred and cash to be allocated to the subsidiary as working capital shall be in the limit of not exceeding Baht 500 millions.

(g) Considering business expansion plan of EIC by cooperating with and/or investing in Smart Traffic Co., Ltd. as well as appointing a financial advisor in order to provide independent financial opinion regarding the transaction and proposing this agenda to the shareholders meeting for further approval;

The Company is implementing this matter. According to the Extraordinary General Meeting of Shareholders No.1/2014 held on February 13, 2014, the Meeting resolved to approve an investment in Smart Traffic Co., Ltd. by purchasing of ordinary shares of 49% of the total shares from the existing shareholders at the price of Baht 500 per share with the total investment amount of Baht 245 million (the share price of Smart Traffic Co., Ltd. was based on the valuation using the method of discounted cash flow, made by Capital Link Advisory Company Limited, shown the value of Baht 501.40 per share) and the Meeting resolved to grant the Board of Directors to have power to negotiate and agree on conditions and any other detail including execution of the sales and purchase of shares agreement and any other document in relation to the said sales and purchase of shares.

(h) Considering and appointing an independent financial advisor in order to provide opinion regarding the sale of shares of the Subsidiary; and

During the period of 12 months after the end of the Tender Offer period, the Tender Offerors have no plans to sell the Business to a third party, the Company already notified Capital Links Advisory Company Limited to terminate the study on the sale of the Business.


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(i) Considering and approving the sale of EICs business by selling subsidiarys shares held by EIC and proposing this agenda to the shareholders meeting for further approval.

During the period of 12 months after the end of the Tender Offer period, the Tender Offeror have no plan to sell the business to a third party.

5.3) The Sellers will hand over important documents of EIC to the Buyers such as original bank account books, companys seal, original version of financial statements, original version of Board of Directors minutes, original version of Minutes of Shareholders Meetings, and/or other requested documents.

5.4) To procure the Buyers to inspect buildings, structures and assets during business hours when request. 4.1.2 Letter of confirmation not to sell shares in the Tender Offer (1) Each of the following persons executed a written confirmation not to sell their shares in the Tender Offer to purchase securities of the Company to the Thai Prime Company Limited and Mr. Bee Taechaubol with the essence that "I will not offer to sell shares of, ELECTRONICS INDUSTRY PUBLIC COMPANY LIMITED to the Tender Offerors and/or other persons during the Tender Offer period according to Appendix 2, total 17 letters.

Name Number of securities

shares/units %

(1) Siam Knight Fund Management Securities Co., Ltd. 1,380,000 0.35 (2) Mr. Tweesak Viraprasert 8,000,000 2.00 (3) Mr. Athisak Wongtrakul 480,000 0.12 (4) Mrs. Maneewan Chang 6,623,600 1.66 (5) Mrs. Sirirad Chotchawroj 1,091,200 0.27 (6) Mr. Sukij Chotchawroj 100,000 0.03 (7) Mrs. Louise Diskul Na Ayudhya 1,017,500 0.25 (8) Mr. Vinyoo Sumethaugsorn 2,720,500 0.68 (9) Mr. Chang Chien-Chaun 1,500,000 0.38 (10) Mrs.Wiphawee Thanomjaturong 8,788,300 2.20 (11) Mrs. Phenchan Yongvongphaiboon 11,730,100 2.93 (12) Miss Areewan Boonkerd 2,935,000 0.73 (13) Mr. Pradej Kitti-itsaranon 7,419,500 1.85 (14) Mr. Sawaeng Sirijantharophat 14,800,000 3.70 (15) Ms. Pannee Akarach 7,800,000 1.95


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(16) Ms. Utumporn Chulkaboot 11,900,000 2.98 (17) Mr. Suthep Sirichantaropas 7,900,000 1.98

Total 96,185,700 24.05 Related Securities

Class of securities

Issue

Number of securities

shares/units

Percentage in comparison with the total number of outstanding

securities if such class/issue

Percentage in comparison with the total

voting right of the business

Common shares

-

96,185,700 24.05

24.05

Total

24.05

24.05

(2) Advisor for the execution of the letter: LUDVIGSEN LEGAL SERVICES LIMITED (3) Terms and duration of said letters and liabilities All 17 shareholders confirmed that they will not sell shares specified in Clause 4.1.2 (1) to the Tender Offerors and/or other persons during the Tender Offer period. However, the Tender Offer Preparer reviewed said 17 Confirmation Letters not to sell shares and viewed that the Tender Offerors still have a duty to purchase the Companys shares from these 17 shareholders if they wish to sell shares during the Tender Offer period. In such case, the Tender Offerors are entitled the right to claim for damages as specified in said Confirmation Letters. 4.2 Shareholding, either direct or indirect, by the Tender Offerors (In case the Tender Offeror is a juristic person) or their authorized persons in the Company or the Companys major shareholders (In case the Tender Offeror is a juristic person) As of November 29, 2013, the Tender Offeror namely Thai Prime Company Limited holds 53,200,000 ordinary shares of the Company, or 13.30% of the total issued and sold shares of the Company. The Tender Offeror namely Mr. Bee Taechaubol holds 32,000,000 ordinary shares of the Company, or 8% of the total issued and sold shares of the Company. On December 2, 2013, Thai Prime Company Limited acquired additional shares of 120,209,600 shares, totaling 173,409,600 shares, or 43.35 % of the total issued and sold shares of the Company. When combined all shares held by them, the Tender Offerors hold 205,409,600


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shares or 51.35% of the total issued and sold shares of the Company. The acquisition of said shares was made via the Big Lot transaction in accordance with the Share Purchase Agreement.

Moreover, on December 13, 2013 and February 17, 2014, TP has transferred 31,409,600 shares and 120,000,000 shares to Mr. Bee Taechaubol, leading to TPs holding of 22,000,000 shares or 5.5% of total issued shares while Mr. Bee Taechaubol become a holder of 183,409,600 shares or 45.85% of total issued shares with this shareholding proportion. Thus, total amount of shares hold by Mr. Bee Taechaubol and TP become 205,409,600 shares or 51.35% of total issued and sold shares. 4.3 Shareholding, either direct or indirect, by the Company, its major shareholders or its directors in the Tender Offerors (In case the Tender Offeror is a juristic person) -None- 4.4 Other relationships -None- 5. Other Relevant Information for the Decision Making of the Securities Holders 5.1 securities of the Tender Offerors

Name Class of shares

Number of shares


with the total number

of outstanding shares of the

business1


with the total voting

right of the business

I. Person who makes the announcement 1. Thai Prime Company Limited Ordinary

shares 22,000,000 5.50 5.50

2. Mr.Bee Taechaubol Ordinary shares

183,409,600 45.85 45.85

II. Persons in the same group as the person who makes the announcement2

1. 2. III. Related parties under Section 258 of the persons under I and II


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1. 2. IV. Related parties under Section 246 and 247 of the persons under I and II

V. Other agreement to result in additional acquisition of shares by the persons under I and II

Total 205,409,600 51.35 51.35 5.1.2 Convertible Securities -None- 5.1.3 Others -None- 5.2 Source of Funds to Finance the Tender Offer Globlex Securities Co., Ltd. granted the Tender Offerors a financial support for this Tender Offer in the amount of Baht 682,000,000 as shown in Appendix 1. Considering the fact that 17 shareholders intended not to sell their shares held by them in the amount of 96,185,700 shares, the total share outstanding for this Tender Offer will be 98,404,700 shares, equivalent to the fund for Tender Offer of Baht 344,416,450. If said 17 shareholders offer all shares held by them in the amount of 96,185,700 shares, the total outstanding shares for this Tender Offer will be 194,590,400 shares at Baht 3.50 per share, totaling the required fund for the Tender Offer of Baht 681,066,400. When considering the financial sponsoring granted by Globlex Securities Co., Ltd. in the amount of Baht 682,000,000, the Tender Offerors have sufficient source of funds for this Tender Offer. 5.3 Share Disposition Plan

Mr. Bee Taechaubol has brought its own shares of 183,409,600 shares as collateral for the Globlex Securities Co., Ltd to obtaining a tender offer in the amount of Baht 682,000,000. After the Tender Offer period, the Tender Offerors' policy may sell some of their shares, however, during the period of 12 months after the expiration of the Tender Offer period. The Tender Offerors will hold not less than 102,704,800 shares or 25.68% of the total issued and sold shares (Number of registered and paid up shares is equivalent to 400,000,000 shares) and for the purpose of maintaining the number of minority shareholders in order to comply with criteria to maintain a listing status according to the Notification of Board of Governors of the Stock


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Exchange of Thailand, Re: Maintaining the Status of Listed Company in the Exchange, 2001. For the Tender Offeror namely Mr. Bee Taechaubol, he may transfer shares to his spouse or minor child.

5.4 Other Essential Information

The Company will expand the business to electronic business and electronic-related business, as well as efficient software with high rate of return, for example, investing in business related to express way automatic toll collection system (Easy Pass), Prepaid Card System of traveling system, Royalty Program related to retails and traveling business, Parking Revenue Collection System, Accounting system of Central Clearing House, automatic Fare Collection system and etc. The company is considering choices to expand the business by cooperating and/or invest in Smart Traffic Co., Ltd.

The investment in Smart Traffic Co., Ltd. is the acquisition of the assets of another company, which must comply with the rules of the SEC, according to the Committee on Rules on capital markets transactions about the significant transaction of the acquisition or disposition of assets. If the transaction of the asset acquisition is equal to 100% or more than 100% or the change of control to other person which is not a listed company, the transaction is classified as the Backdoor Listing. The Company must submit the application to request the SET to consider the Companys qualifications regarding the listing rules as if said application is the re-listing and the Company shall comply with the relevant rules regulations.


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Part 3 Information of Electronics Industry Public Company Limited

1. Information of the company

Name of company : Electronics Industry Public Company Limited Business Type : Manufacturer and distributor of semiconductor devices-silicon wafer and diodes Head Office : 65, 68 Soi Chalongkrung 31, Kwaeng Lam Platiew, Khet Lat Krabang, Bangkok 10520 Registration No. : 0107546000041 (Old Registration No. 40854600004) Telephone : 0-2326-1234 Facsimile : 0-2326-1020 Website : www.eicsemi.com 1.1 Nature of business in brief Electronics Industry Public Company Limited or previously known as Electronics Industry (USA) Co.

Ltd. was established on February 17, 1984 with registered capital equal to Baht 1,300,000 and on December 22, 2003 the Company listed itself in the Stock Exchange of Thailand. At present, the Company has the registered capital of Baht 400,000,000. The Chairman of Board of Directors is Mr. Sarawuth Jinwuth and Managing Director is Mr. Withaya Chakphet.

Currently, the Company is the major manufacturer and exporter of semiconductor devices: diodes and silicon wafer with the experience and expertise in the semiconductor devices industry under the quality control of ISO 9001, ISO 14001 and ISO/TS 16949. The Company has expanded the business to be a turn key manufacturer of semiconductor devices by manufacturing silicon wafer for wafer fabrication. In the past year, the Companys performance is strong because the Company concentrates in developing quality strategy and increases new products to serve the customers requirement. The Company has developed and increased the working efficiency especially the fast delivery. The Companys strategy is to strictly emphasize the quality of the product. All employees have responsibilities in the quality of the products, the quality checking with machinery, the certification of the raw material used for manufacturing. The Company only uses fine quality materials and development of manufacturing process. All products can be rechecked to each manufacturing process and to each relevant employee. Moreover, the Company also performs High Reliability test in every lot to ensure long durability and useful life. The Company brings in AQL0.01 system to test the products before delivering to the customers, meaning that if there is a product classified as Functional Defect even only one piece, it would be rejected in order to run the evaluating procedures again.


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Regarding the strategy about varieties of products, the company added new Part Numbers to meet customers needs where the customers dont need to order from other places, and the company would also provide specific customization according to customers needs. Currently, the company has over 15,000 Part Numbers or over 50 Packages. The company had been continuously developing new products in every product line to stimulate the sales of product in line Zener Diodes that has up to 5,274 Part Numbers. In line Rectifiers Diodes, the company has up to 2


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2010 2011 2012 9 months, 2013

Net profit (loss) 9.58 8.43 (6.78) (6.63) Net profit (loss) per share

0.02 0.02 (0.02) (0.02)

Dividend per share (Baht)

- 0.02 0.015 -

Book Value per Share (Baht)

1.56 1.55 1.50 1.47

Source: Financial Statement of the Company, year ended December 31, 2010 to 2013 verified by authorized auditor and Financial Statement of the Company 9 months, ended 30 September 30, 2013 reviewed by authorized auditor. Remark: Shareholders can view Financial Statement and additional information from the website of the Office of the Securities and Exchange Commission (www.sec.or.th) or the website of The Stock Exchange of Thailand (www.set.or.th).

1.3 Shareholders structure of the company

(1) List of top 10 shareholders according to the current shareholders register book as of March 12, 2013 which the latest record date before the Annual General Meeting of Shareholders held on April 23, 2013.

Name Number of Shares

Percentage in comparison with the

total number of outstanding shares

of the business

Percentage in comparison with the total voting


1. Mr. Sarawuth Jinwuthi 204,000,000 51.00 51.00

2. Mr. Withaya Chakphet 22,990,000 5.75 5.75 3. Mr. Sagna Wanasinchai 20,000,000 5.00 5.00 4. Thai NVDR Company Limited 19,766,700 4.94 4.94

5. Mrs. Tippawan Chakphet 15,337,000 3.83 3.83 6. Miss.Phenchun Yothinupamai 11,730,100 2.93 2.93 7. Miss Wipawee Thanormjudturong 9,274,600 2.32 2.32

8. Miss patinya Wongkusollert 8,650,000 2.16 2.16 9. Miss Suwanna Sae-ngow 7,731,300 1.93 1.93 10. Mrs. Maneewan Chang 6,623,600 1.66 1.66

Total 326,103,300 81.53 81.53


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(2) Shareholders structure after the transaction, if shareholders sell the shares in the Tender Offer period, the Tender Offerors will have the following shareholding structure:

Name Number of

Shares

Percentage in comparison with the

total number of outstanding shares of

the business



1. Thai Prime Company Limited 22,000,000 5.50 5.50 2. Mr. Bee Taechaubol 378,000,000 94.50 94.50

Total 400,000,000 100.00 100.00

1.4 List of Board of Directors according the latest director register book and after the transaction 1.4.1 List of Board of Directors before the transaction List of Board of Directors as of November 4, 2013 before the transaction

Name Position Mr. Sarawuth Jinwuthi Chairman of Board of Directors Mr. Chaipant Pongtanakorn Vice Chairman of Board of Directors / Independent

Director/ Chairman of the Audit Committee

Mr. Withaya Chakphet Managing Director Mr. Sagna Wanasinchai Director Mrs. Tippawan Chakphet Director

Mr. Porameth Chantanakomes Independent Director/ Member of Audit Committee Mr. Yuttana Taepangthong Independent Director/ Member of Audit Committee Source: Affidavit as of November 4, 2013

1.4.2 List of Board of Directors after the transaction List of Board of Directors as of December 4, 2013 after the transaction

Name Position

Mr. Patiparn Karnjanaviroje1/ Chairman of Board of Directors / Chairman of the Executive Committee

Mr. Somkad Sueptrakul Vice Chairman of Board of Directors / Chairman of the Audit Committee

Mrs. Krishna Jitpatima Independent Director/ Member of Audit Committee Mr. Tawich Pimpapan Independent Director/ Member of Audit Committee Mr. Withaya Chakphet Managing Director

Mrs. Tippawan Chakphet Director / Executive Director

Mr. Thanabodhi Swasdisri1/ Director / Executive Director


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Remark: 1/ Directors nominated by the Tender Offerors and representatives of the Tender Offerors.

The Tender Offerors have no plan to change directors within 12 months after the end of the tender offer period, except any director resign or pass away which the new director(s) will be nominated for replacement(s) or accordance with the plans or expansion and / or business plan of the company in the future.

1.5 Highest and lowest price of the company divided quarterly in the past 3 years

Year Quarter Highest and Lowest price range

Highest Lowest

2013

4 3 2 1

4.48 1.90 1.96 1.99

1.65 1.56 1.48 1.30

2012

4 3 2 1

1.87 1.72 1.92 2.00

1.25 1.24 1.33 1.53

2011

4 3 2 1

2.32 2.52 4.54 3.38

1.27 1.53 2.00 2.02

2010

4 3 2 1

4.00 3.60 2.90 3.12

2.06 2.22 2.60 3.00

Remark: The highest and lowest price of Quarter 4, 2013 as of December 31, 2013 Source: The Stock Exchange of Thailand (www.setsmart.com)

2. Business Plan after the Transaction

2.1 Companys Status After the Tender Offer, the Company would still maintain its status as a listed company in The

Stock Exchange of Thailand.


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The Tender Offerers do not have any plan to delist the Company from being a listed company in the Stock Exchange of Thailand unless there is an incident causing the Company to loose its ability to maintain its status as a listed company in The Stock Exchange of Thailand, or the Stock Exchange of Thailand considers a delist of the Companys shares from being the listed securities.

2.2 Policy and Business Plan 2.2.1 Business Objectives

Within 12 months from the end of the tender offer period, the Tender Offerors have a plan to improve the business and management where they would still maintain the same business in the selling and distributing electronic parts and marketing department. The Tender Offerors plan to transfer the departments related to the production of Diodes to subsidiary company where it would focus on producing new types of Diodes such as LED Diodes which has higher demand and stronger potential to grow in the market. The purpose of transferring the business to subsidiary company is to reduce cost, increasing production efficiency as well as the expansion of the product lines and increasing distribution channels to foreign countries.

The plan to transfer the assets of Business related to the manufacturing of diodes will be

arranged to the newly incorporated company under the name of EIC Semiconductor Company Limited. The Company holds all shares of the said subsidiary company, and will sell the shares in the future. This plan will be executed only after obtaining an approval from the Shareholders Meeting. In addition, the Extraordinary General Meeting of Shareholder No.1/2014 held on February 13, 2014 resolved to approve the Company to transfer the assets of Business related to the manufacturing of diodes to the Subsidiary to pay in kind for the capital increased shares and allocate a sum of working capital of not exceeding Baht 20 million to its subsidiary in the form of payment of increased capital.

Any actions causing the change of business objectives will be arranged in compliance

with the rules, laws and regulations accordingly.

2.2.2 Expansion of investment or production capacity Within 12 months from the end of the tender offer period, other than retaining the same business

which is the main business of the Company and expansion of the business, the Tender Offers plans to expand the investment in electronics and related business, as well as efficient software with good return such as investing in business relating to express-toll way collection system both cash and automatic (Easy Pass), Prepaid Card System, Prepaid Mobile Application for Transport, Royalty Program relating to retailed business and transportation business, Parking Revenue Collection System, Central Clearing House System, Automatic Fare Collection. The company appointing Financial Advisor by Capital Link Advisory Company Limited for


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valuation the price and evaluation with regard to ST business which may affect the company. According to the Extraordinary General Meeting of Shareholder No.1/2014 held on February 13, 2014, the Meeting resolved to approve an investment in Smart Traffic Co., Ltd. by purchasing of ordinary shares of 49 percent of the total shares from the existing shareholders at the price of Baht 500 per share with the total investment amount of Baht 245 million.

The investment in Smart Traffic Co., Ltd. is the acquisition of the assets of another company, which must comply with the rules of the SEC, according to the Committee on Rules on capital markets transactions about the significant transaction of the acquisition or disposition of assets. If the transaction of the asset acquisition is equal to 100% or more than 100% or the change of control to other person which is not a listed company, the transaction is classified as the Backdoor Listing. The Company must submit the application to request the SET to consider the Companys qualifications regarding the listing rules as if said application is the re-listing and the Company shall comply with the relevant rules regulations.

If the Company requires the working capital or cash flow for the current business or the new

business in the future, the Tender Offerors may propose a business plan or a plan for source of fund to the Company and will propose to the Board of Directors and/or shareholders meeting for further approval.

Summary of information of Smart Traffic Co., Ltd Type of Business Smart Traffic Co., Ltd. undertake businesses of providing practical solutions for the advisory

service, design service and installation toll collection both manual and automatic system and distribute various system i.e. car parking management system, refill card system, mobile top up payment system and clearing house system including maintenance services. The revenues are divided into 3 types, and the recognition of revenue is as follows:

1. Department of Highways (DOH) 1.1 Revenue recognition for the installation of toll collection system both cash and automatic

(Easy Pass) is based on percentage of completion. 1.2 Revenue recognition for the repair and maintenance of toll collection system is based on the

terms of payment and contracts period. 1.3 Revenue recognition for other works such as move and install central control system and

change the VES camera is when the work is submitted. 2. Expressway Authority of Thailand (EXAT) 2.1 Revenue recognition for the installation of electronic toll collection system both cash and

automatic is based on percentage of completion. 2.2 Revenue recognition for the improvement / additional installation / relocation of electronic toll

collection cabinets is in the year when the work is submitted


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2.3 Revenue recognition for a sale of Easy Pass (Tag) is when the item has delivered. 2.4 Revenue recognition for other works is based on the terms and conditions of contract. 3. Other 3.1 The electronic payment system via mobile phone (NFC), clearing house project for Easy

Pass with cooperation with Krung Thai Bank Public Company Limited, Department of Highways (DOH) and Expressway Authority of Thailand (EXAT), has monthly remuneration according to the contracts term of payment

3.2 Revenue recognition for other projects such as parking collection and management project, reward point management project, joint ticket and clearing house project for The Office of Transport and Traffic Policy and Planning, Ministry of Transport, and sales of devices related to the aforementioned is based on the contract.

Projects and status of the projects by Smart Traffic Co., Ltd. 1. Projects already executed 1.1 Revenue from AFC maintenance service 1.2 Maintenance on Motorwayno.7 and no.9 (Lat Krabang Gate, Pan Thong Gate and 8 gates) 1.3 Adjusted the Ramps for Chalerm Maha Nakhon Expressway at Ardnarong Interchange (2) JV projects already executed 2.1 Extension of 6 Easy Pass lanes i.e. Din Daeng, Dao Khanong, Bang Na, Sathupradit and

Suksawat toll gates. The agreements were executed with EXAT (Joint Venture Agreement with EXAT)

2.2 Add / move / improve Easy Pass toll collection lanes at Dao Khanong, Bang Na, Chatuchot gates. The agreements were executed with EXAT (Joint Venture Agreement with EXAT)

2.3 Construction of permanent toll collection system Chonburi-Pattaya. The agreements were executed with DOH (Joint Venture Agreement with DOH)

3. Waiting for auction and will know results within the 2nd quarter of each year 3.1 Miscellaneous works with EXAT (2014 2018) 3.2 Miscellaneous works with DOH (2014 2018) 3.3 Assumptions on Easy Pass card sales (2014 2018) 3.4 Installation of manual toll collection on Burabhavithi Expressway Bang Na-Chonburi (2014

2015) 3.5 Adjustment on Thanyaburi toll gate (2015) 4. During price negotiation 4.1 Spare part sales for the automatic fares collection system


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5. During contract negotiation 5.1 Cash Card Project of Major Cineplex Group 6. Future project 6.1 Installation of Easy Pass toll collection system Chonburi-Pattaya (2016-2017) 6.2 Installation of toll collection system Bang Pa-In Korat (2018) Currently the company has registered capital amounted to Baht 10,000,000, divided into 1,000,000

ordinary shares with a par value of Baht 10.

Name Number of Shares

Percentage in comparison with

the total number of outstanding

shares of the business



1. Mrs. Pornpan Siriwongse Na Ayudhya

890,000 89.000 89.000

2. Mrs. Rojana Kriengwatanasiri 99,990 9.999 9.999 3. Ms. Apirak Nongpoh 10,000 1.000 1.000 4. Mr. Pisit Kriengwatanasiri 10 0.001 0.001

Total 1,000,000 100.00 100.00 The companys director is Mrs. Pornpan Siriwongse Na Ayudhya. The companys financial status and performance ended December 31, 2010 December

31, 2012 are as follows: Unit: Million Baht

2010 2011 2012

Total assets 280.41 355.97 450.98 Total liabilities 240.09 315.22 395.47 Shareholders equity 40.32 40.75 55.51 Registered capital 10.00 10.00 10.00 Total revenues 237.00 364.65 409.88 Total expenses 221.54 352.10 368.74 Net profit (loss) 5.88 0.43 14.75 Net profit (loss) per share 5.88 0.43 14.75 Dividend (Baht per share) - - - Book Value (Baht per share) 40.32 40.75 55.51

Source: Companys financial statement year ended December 31, 2010 to 2013 verified by auditor not authorized by The Securities and Exchange Commission


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Risk of Smart Traffic Co., Ltd. 1. Risk related to revenue 1.1 Smart Traffic Co., Ltd. (ST) has risk related to revenue because the revenue related to the

government agencies can be referred to the master plan and future projects related to the construction and improvement of transportation routes continuously. The government agencies have arranged the auction. Considering the business historical data of ST for the past 15 years, ST won the auctions both on its own and as a business partner in a Joint Venture. Said business historical data convinces that ST has a high potential to maintain a level of works as ST installed this system to both EXAT and DOH with a market share of 70% in Thailand. Furthermore, the agreement made with government agencies has a standard term clearly specified about the revenue to be paid per completion or submission of work leading to steady revenue both in present and in the future.

1.2 Risk government agency contained terms and conditions of a daily fine 1.3 Risk of revenue collection may be longer due the political turmoil causing government

agencies to close during the business day and delay from the acceptance of work from the employer. Yet, said risks are short term depending on the political unrest situation.

1.4 Risk of risk and damages to terminate the agreement Revenue related to the private section is less than the revenue from the government

agencies. The key business party is Major Cineplex Public Company Limited for the Major Cash Card. Currently the agreement was expired and the parties are in between the renewal the term of the agreement. ST has a plan to provide new applications for transportation payment with electronic system and toll payment with mobile payment project, loyalty program card, visa pay wave. In case the renewal terms keep similar terms and condition for termination, ST will have a low risk and damages to terminate the agreement as the employer will pay damages equal to the minimum revenue per month and reserve the right to claim for other damages.

2. Risk related to the system For the enquiry regarding the problem of Easy Pass system during August 2013 that the

automatic system had some problems causing insecurity to the Easy Pass users, ST clarified to EIC that there was no problem with the Easy Pass system. During said period, the Easy Pass system was slow down and displayed a not-up-to-date remaining balance or delayed from the actual balance due to an increasing number of expressway users since the service fee collected for using the device has been terminated. Easy Pass users were increased by 100,000 transactions per day, or 40% higher than the estimated amount. Said increase of users took a longer time for the Easy Pass system to process information. EXAT asked ST to solve the problem by improving the database system and efficiency of the processor. Said problem was fixed within 2 weeks. It is noticeable that the top up system is faster and the remaining balance


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displays correctly. Said incident does not affect STs current projects and there is no claim from Easy Pass users to ST and EXAT. ST has been awarded with reliance from EXAT to provide maintenance and improvement service continuously. Lately, ST entered into the agreement to install 10 more Easy Pass lanes.

(3) Risk related to the asset ST mainly has cars to operate the business from rental. Currently, ST has 3 litigation cases

related to the car rental with the claim amount of Baht 1,330,118.59. (4) Risk related to liabilities

The risk related to liabilities ST still needs sufficient amount of facility for auction and letters of guarantee to guarantee its performance including the working capital facility to generate revenue as forecasted. However, ST should have capacity to obtain facility as ST has been approved for loans from various financial institutions. In addition, ST still has liabilities related to guarantee to joint ventures and related companies if the debtors fail to perform under relevant facility agreements. The guarantee of the related companies from the past was from having the same major shareholder. A company having a stronger financial position would be requested to provide guarantee to a new set up company or a company with a lower creditability. After EIC holds 49% of ST shares, ST will not provide additional guarantee and will reduce the guarantee amount to the related companies entirely to reduce the risk to investment company

2.2.3 Change in Organization Structure, Management, or Recruitment The Companys Board of Directors Meeting No. 7/2556 held on December 2, 2013 and

Board of Directors Meeting No. 8/2556 held on December 4, 2013 passed a resolution to appoint 5 directors in total to replace 5 directors who resigned.

(1) Board of Directors before the Board of Directors Meetings Name Position

Mr. Sarawuth Jinwuthi Chairman of Board of Directors Mr. Chaipant Pongtanakorn Vice Chairman of Board of Directors / Independent Director / Chairman of

the Audit Committee Mr. Withaya Chakphet Managing Director Mr. Sagna Wanasinchai Director Mrs. Tippawan Chakphet Director Mr. Porameth Chantanakomes Independent Director / Member of Audit Committee Mr. Yuttana Taepangthong Independent Director / Member of Audit Committee

(2) Board of Directors as of December 4, 2013


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Name Position Mr. Patiparn Karnjanaviroje 1/ Chairman of Board of Directors Mr. Somkad Seuptrakul Vice Chairman of Board of Directors / Independent Director / Chairman of

the Audit Committee Mr. Withaya Chakphet Managing Director Mr. Thanabodhi Swasdisri 1/ Director Mrs. Tippawan Chakphet Director Mrs. Krishna Jitpatima Independent Director / Member of Audit Committee Mr. Tawich Pimpapan Independent Director / Member of Audit Committee Note: 1/ Directors nominated by the Tender Offerors and representatives of the Tender Offerors.

The Tender Offerors have no plan to change directors within 12 months after the end of the tender offer period, except any director resign or pass away which the new director(s) will be nominated for replacement(s) or accordance with the plans or expansion and / or business plan of the company in the future.

The Companys Board of Directors Meeting No. 9/2556 held on December 6, 2013 passed a

resolution to appoint the Chairman of Executive Committee and the Executive Director replaced those who resigned. The details are as follows:

Position Board of Directors Before the Board of Directors meeting

As of December 6, 2013

Chairman of Executive Committee Mr. Sarawuth Jinwuthi Mr. Patiparn Karnjanaviroje Managing Director Mr. Withaya Chakphet Mr. Withaya Chakphet Executive Director Mr. Sagna Wanasinchai Mr. Thanabodhi Swasdisri Executive Director Mrs. Tippawan Chakphet Mrs. Tippawan Chakphet

2.2.4 Plan to Sell the Companys or Its Subsidiaries Core Assets and future core operating

business Other than retaining the business with the Company, the Tender Offerors plan to transfer assets which are used to produce electronic parts to the newly incorporated subsidiary company under the name of EIC Semiconductor Co., Ltd.. The Company holds 100% of the subsidiarys shares. Said transfer includes assets, liabilities, business license as well as all the employees related to the said business With in 12 months from the Tender Offer period, the Company will retain its operating policy of selling electronic parts as it had been. However, the Company has plans to improve the operating business of the


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company where it would apply developing plans to improve the efficiency of electronic parts manufacturing process to manufacture new type of Diodes, for example, LED type Diodes that has a higher demand in the market, as well as the plans to expand the product lines and types, and increase distributing channels to other countries

The Companys Board of Directors Meeting No. 7/2556 held on December 2, 2013 passed a resolution to incorporate the said subsidiary company with details as follows: Name of company : EIC Semiconductor Co., Ltd. Registered date : December 4, 2013 Registration number : 0105556191882 Objectives : Produce and sell electronic parts type Diode and other electronic parts Companys Directors : 3 people (1) Mr. Withaya Chakphet (2) Mrs. Tippawan Chakphet (3) Mr.

Luca Giacomo Pietro Roveda Authorized Directors : Mr. Withaya Chakphet or Mrs. Tippawan Chakphet sign

to bind the company Registered Capital : Baht 100,000 dividing to 1,000 shares at Baht 100 per share List of shareholders : 1. Mr. Withaya Chakphet 1 share equivalent to 0.10%

2. Mrs. Tippawan Chakphet 1 share equivalent to 0.10% 3. Mr. Teethawat Havarungsi 1 share equivalent to 0.10% 4. EIC 997shares equivalent to 99.70%

Remark: Mr. Luca Giacomo Pietro Roveda is professional management with experience in the electronics business which not related to the Tender Offerors in any way.

2.2.5 Financial Structure Plan The Tender Offerors plan to adjust the financial structure of the Company by increasing the

registered capital of another Baht 200,000,000 from the registered capital of Baht 400,000,000 to a new amount of Baht 600,000,000 where the objective of the capital increase is to use the said fund to invest in electronic business and other related businesses, along with efficient software with good returns as mentioned in Item 2.2.2 and as working capital for its operation.

The Companys Board of Directors Meeting No. 9/2556 held on December 6, 2013 passed a resolution to issue and offer for sale of securities to consider and approve in a shareholders meeting as summarized as follows:

(1) Offering and sale of warrants to purchase the Companys ordinary shares no. 1 allocate

to the existing shareholder as right offering having details as follows:


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Name of Warrants : Warrants to purchase newly issued ordinary shares of Electronics Industry Public Company Limited No. 1(EIC-W1")

Type of Warrants : Specify name of holder and transferable Issuance Amount : Up to 100,000,000 units Offering Price per unit : Baht 0.00 (Nil) Period of Warrants : 3 years from the Warrants issuance date No. of Newly Issued Shares for the Exercise of the Warrants

: Up to 100,000,000 shares at par value Baht 1.00

Exercise Period : The warrants holders will be able to exercise rights in the last business day of May and November each year except the last exercise date which the holders will be able to exercise rights in the date of completion term of three years of EIC-W1. In case of the date falls on holiday of the Company, the exercise date will be the last business day before that date.

Period for Notification of Intention to Exercise the Warrants

: Not less than 5 business days before each exercise date and not less than 15 days before the last exercise date.

Secondary Market of the Warrants : The Company shall apply for a listing of the EIC-W1 on the Stock Exchange of Thailand.

Secondary Market of Newly Issued Ordinary Shares

: The newly issued ordinary shares from the exercise of right under the EIC-W1 shall be listed on the Stock Exchange of Thailand.

Rights and Other Benefits : The newly issued ordinary shares pursuant to the exercise of the EIC-W1 shall have the same rights and status as same as all other ordinary shares of the Company previously issued in all aspects.

Impact on Shareholders : 1. Control Dilution As it is the issuance of the Warrants to the existing shareholders of the Company according Rights Offering so there will be no impact to the control rights of the shareholders. However, if all warrants are exercised by the non-existing shareholders after allocating the whole amount to the existing shareholder in this time. The impact on existing shareholders can be summarized as follows.


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The control dilution can be calculated as the following formula; Control Dilution = Newly issued shares reserved for warrants Total paid-up shares+Newly issued shares reserved for warrants = 20% 2) Price Dilution Price Dilution canbe calculated by the following formula Market price before the issuance Market price after the issuance Market price before the issuance Whereas Market price before the issuance = The weighted average of the Companys ordinary share price for 15 days before the date that the Board of Directors meeting on 6 December 2013 which starting from 14 November 2013 to 4 December 2013, which is Baht 3.137 per share (at par value of Baht 1.0). Market price after the issuance = {( Market price before the issuance * Number of paid up shares) + (Exercise price of EIC-W1 * Newly issued share for EIC-W1)}/ (Number of paid up shares + Newly issued shares for EIC-W1) The price dilution will be occurred if all warrants are excercised by the existing shareholders or non-existing shareholders Price Dilution = 13.62 % 3) Earnings Dilution Due to the consolidated financial statement of the Company as of 30 September 2013 has comprehensive loss, the earnings dilution can not be calculated.


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Conditions concerning the right adjustment of Warrants

: The Company shall adjust the exercise price and exercise ratio to ensure the benefits of the holders of the EIC-W1 are not less favorable in the case when any of the followings events occurs: 1. The Company changes the par value of the ordinary shares due to a consolidation or split of the ordinary shares; 2. The Company offers newly issued ordinary shares to the existing shareholders on Rights Offering basis, and/or on public offering and/or on Private Placement basis at a price lower than 90% of the price calculated based on the Market Price; 3. The Company offers any newly issued securities on Rights Offering basis, and/or on public offering and/or on Private Placement basis that are convertible/exchanged into ordinary shares (i.e. convertible bonds or warrants to purchase shares) for which the offering price of such newly issued ordinary shares is lower than 90% of the price calculated based on the Market Price; 4. The Company makes all or partial dividend payment by way of issuing newly issued ordinary shares to shareholders; 5. The Company pays cash dividend that exceeds the rate in Terms and Conditions for any operating year during the tenor of the EIC-W1; and 6. There are any other events similar to those mentioned in 1 to 5 above that may impair benefits of holders of the EIC-W1 The Board of Directors or the attorney of the Board of Directors is empowered to consider adjusting other conditions and details related to adjustment or changes in the exercise ratio and exercise price.


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Other Conditions Warrants Registrar

: :

The Board of Directors or the attorney of the Board of Directors are empowered to determine the details in relation to the allocation of the Warrants, the date to determine the list of shareholders entitled to subscribe to and be allotted with the Warrants, enter into negotiations, an agreement, and signing the documents and contracts in relation to, and performing any acts relating to, the allocation of the Warrants, perform any acts, and signing any applications, waiver requests, reports, clarification letters and necessary evidence related to the allocation of the Warrants including communicate with, and submit the applications, waiver requests, documents, and evidence to the administrative agency or other related agency, and apply to list the Warrants on the Stock Exchange of Thailand, and being empowered to perform any necessary and appropriate actions in relation to the allocation of the Warrants The Company will not extend the Warrants and not change the exercise price and right unless it is the adjustment according to the right adjustment conditions Thailand Securities Depository Co., Ltd

(2) Offering and sale of convertible debentures to specific investors in foreign countries

through Private Placement, details are as follows: Issuer : Electronic Industry Public Company Limited Objectives : 1. To support general working capital to support existing & new

business operations involving in electronics industry deriving from Joint Venture especially to increase capacity, efficiency, and effectiveness in manufacturing, increasing margin of the products, assisting the technological improvement, and having business network to support the Companys business; and 2. To expand the investment in electronics and related business, as well as efficient software with good return such as investing in business relating to express-toll way collection system both cash and automatic (Easy Pass), Prepaid Card System, Prepaid Mobile Application for Transport, Royalty Program relating to retailed business and transportation business, Parking Revenue Collection System, Central Clearing House System,


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Automatic Fare Collection. Type of Debentures : Convertible debentures in registered form or issued to bearer which grant

the right to convert into ordinary shares of the Company, secured or unsecured, without the representative of debenture holders, subordinated or unsubordinated, depending on market condition at the time of offering of convertible debentures and other related factors. The convertible debentures which will be offered by the Company will consist of 2Tranches as follows: Convertible Debentures Tranche 1: value of not exceeding Singapore Dollar (SGD) 10 million or equivalent to Thai Baht (THB) 250 million, separated into 25 sub-tranches, which each sub-tranche will be equal to SGD 400,000 or equivalent to THB 10 million. Convertible Debentures Tranche 2: value of not exceeding SGD 10 million or equivalent to THB 250 million, separated into 25 sub-tranches, which each sub-tranche will be equal to SGD 400,000 or equivalent to THB 10 million.

Offering Size : Not exceeding SGD 20 million or equivalent to THB 500 million or its equivalent amount in other currencies by issuing and offering for sale of one tranche or several tranches at one time or several times.

Currency : Singapore currency or its equivalent amount in other currencies. Allocation Method : To be entirely offered for sale to one single foreign investor in foreign

country by offering in one or several tranches at one time or several times, which the foreign investor can select to convert at fixed or floating conversion price. The Company will offer the entire amount of convertible debentures to one specific investor, namely, Advance Opportunities Fund in Singapore which is managed by Advance Capital Partners Ltd., The Companys selection condition for the Fund is to select from domestic or foreign fund offering best interest market rate without having collateral and no condition to intervene the existing business operations of the Company.

Term : 3 years from the issue date of the convertible debentures or any term as to be determined by the Board of Directors or the Executive Committee or the person appointed by the Board of Directors or the Chairman of the Executive Committee, depending on market condition at the time offering of convertible debentures.


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Interest Rate : 2% per annum Transfer Restriction of Convertible Debentures

: As the convertible debentures will be offered specially to one single foreign investor by way of a private placement, any sale or transfer of the convertible debentures must be done outside Thailand only.

Exercise Period : The holders of convertible debentures can exercise its right on any business day from and including the issue date of the convertible debentures up to the close of business on the business day falling one week preceding the maturity date of 3 years commencing from the issuing date of Tranche 1 Convertible Debentures or other period as to be determined by the Board of Directors or the Executive Committee or the person appointed by the Board of Directors or the Executive Committee, subject to the terms and conditions of the issuance of convertible debentures at each time.

Initial Conversion Price : The holders of convertible debentures shall be entitled to choose either one of the following conversion prices: (1) 145% of the average of the daily traded volume weighted average prices per share for the 45 business days immediately prior to: (a) in respect of the Tranche 1 Convertible Debentures: the date of the subscription agreement of the Convertible Debentures; (b) in respect of the Tranche 2 Convertible Debentures: the issue date of the Tranche 2 Convertible Debentures; (Fixed Conversion Price); or (2) 85% of the average closing prices per share on any 3 business days during 45 business days immediately preceding the relevant conversion date of the convertible debentures. (Floating Conversion Price), Provided that, in the event that there is any change in market condition or other related factors, the Company may change the above conversion price as the Board of Directors or the Executive Committee or the person appointed by the Board of Directors or the Executive Committee deems appropriate for each issuance of convertible debentures at each time according the conditions agreed upon by the Company and the Fund. The Fund who purchased the convertible debentures is entitled to exercise the Fixed Conversion Price or the Floating Conversion Price in each Tranche within 3 years commencing from the issuing date of the convertible


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debentures. Maximum Discount on Conversion Price

: The Company will determine the conversion price with discount from the market price of the Company's shares in accordance with the calculation method as specified above.

Conversion Ratio : Principal amount of the convertible debentures divided by the conversion price.

Number of Ordinary Shares Reserved for Conversion

: Amount of not exceeding 100,000,000 shares, of which will be issued and offered for sales of convertible debentures in the amount of not exceeding Baht 500 million. (Remark: In the event of insufficient shares for conversion of convertible debentures, both parties agree to suspend or cancel the issuance of convertible debenture issuance at this time.) In the case where there are remaining shares after the issuance and offer for sales of convertible debentures up to SGD 20 million or equivalent to THB 500 million, the Board of Directors of the Company will propose to the shareholders for further reduction of capital. In the case where the convertible debentures were issued and offered to the Fund and the Fund has exercised its right of conversion of the convertible debentures and the Company has increased capital shares which are reserved for conversion of convertible debentures in certain amount but could not be served for conversion of such amount in whole, the Board of Directors of the Company agrees with the Fund to accept the return in cash together with the interest at a rate of 2% per year for the portion which is exercised of the conversion right but the

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