Ref: Bor Jor. 052/2016 August 15, 2016

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1 Ref: Bor Jor. 052/2016 August 15, 2016 Subject: To: Disclosure of information of investment in Green Power Energy Co.,Ltd (GREEN POWER") President The Stock Exchange of Thailand According to the resolution of the Board of Directors Meeting No. 6/2016 of Superblock Public Company Limited ( SUPER or The Company ) held on August 11, 2016 has considered and approved of Super Earth Energy Company Limited ( SUPER EARTH ) made an acquisition of assets by investment in Green Power Energy Co.Ltd (GREEN POWER") at 100% of registered capital to operate the thermal power plant from industrial waste, maximum installed capacity of 9.9 MW with a power purchase agreement with the PEA maximum of 9.0 MW. Total value of the transaction Baht 1, Million consists of ; (1) The value of the acquisition of common shares, at a total value of Baht 40 million. (2) The value of payment to the full of par value of shares, at a total value of Baht 6.98 million. (3) The value of project cost (excluding the registered capital of 16 million baht), at a total value of Baht 1,234 million. The Company would like to inform important details of the share acquisition are as follows: 1. Date, month and year on which the transaction occurs Following the approval from Board of Directors Meeting of Superblock Public Co.,Ltd ( SUPER or The Company ) No. 6/2016 held on August 11, Transaction party and relationship Buyer SUPER EARTH Company Limited ( SUPER EARTH ) holds 100% of the register capital by Super Energy Group Co.,Ltd ( SUPERE ) that SUPERE is a subsidiary of the Company holds 100% of the register capital by SUPER Seller Shareholders of Green Power Energy Co., Ltd ("GREEN POWER") are consist of 1) Mr.Tommi Ijas 2) Mr.Juha Heikki Valimaki 3) Mr.Haanu Tapio Kinunen 4) Mr.Supalerk Nakarat 5) Mr.Ola Fredrik Peder Danielsen 6) Mr.Petri Ylermi Deryng 7) Mr.Sami Matti Kinttu Page 1

2 Relationship Seller Nationality Address 1) Mr.Tommi Ijas Finland Saiekuja 9, Varkaus, Finland 2) Mr.Juha Heikki Valimaki Finland Heinslehdontie 1, Lapua, Finland 3) Mr.Haanu Tapio Kinunen Finland Vattuvuorenkatu 23 A5, Varkaus, Finland 4) Mr.Supalerk Nakarat Thai 83/2 SoiTaksin 46, Taksin Road, Bangkao, Jormthong, Bangkok 5) Mr.Ola Fredrik Peder Danielsen Sweden Tullgarnsgtan 19, Uppsala, Sweden 6) Mr.Petri Ylermi Deryng Finland 54 Le Raffine Unit 25C, Soi Sukhumvit 24, Klongton, Kongtoey, Bangkok 7) Mr.Sami Matti Kinttu Finland Hiekkaniemenkatu 15, Lappecnranta, Finland Buyer and Sellers is not deemed as a connected person of the Company Entering into such transaction is considered a non-connected transaction as per Notification of the Capital Market Supervisory Board No. Tor Jor.21/2008 Re: Rules on Connected Transactions, which refers to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of information and other acts of listed companies concerning the Connected Transaction B.E General information on the transaction SUPER EARTH Company Limited ( SUPER EARTH ) made an acquisition of assets as follows: (1) SUPER EARTH will purchase common shares from existing shareholders of GREEN POWER a total of 1,600,000 shares at the par value of Baht 10 per share, representing 100% of registered capital. The value of the acquisition of common shares was 40,000,000 baht, detailed below. Buyer Amount of shares % of Shareholding paid-up share capital (Baht/Share) (Baht) 1) Mr.Tommi Ijas 260, % ,000 2) Mr.Juha Heikki Valimaki 360, % ,250,000 3) Mr.Haanu Tapio Kinunen 160, % ,000,000 4) Mr.Supalerk Nakarat 160, % ,000,000 5) Mr.Ola Fredrik Peder Danielsen 160, % ,000,000 6) Mr.Petri Ylermi Deryng 340, % ,125,000 7) Mr.Sami Matti Kinttu 160, % ,000,000 Total 1,600, % 9,025,000 (2) After SUPER EARTH have been transferred shares from all existing shareholders of the GREEN POWER (after the transaction) GREEN POWER will be paid to the full of par value of 1,600,000 shares worth 6,975,000 baht. SUPER EARTH will be paid for the full of par value in proportion to its shareholding of 100% of registered capital worth 6,975,000 baht. (3) After SUPER EARTH have been transferred shares from all existing shareholders of the GREEN POWER (after the transaction) GREEN POWER will increase registered capital in the amount of 35,900,000 shares with a par value of 10 Baht worth 359,000,000 baht to new registered capital of 375,000,000 Baht, SUPER EARTH will make a capital increase in proportion to its shareholding of 100% of registered capital worth 375,000,000 baht. Page 2

3 Sources of funds to be used for development the thermal power plant from industrial waste, maximum installed capacity of 9.9 MW with a power purchase agreement with the PEA maximum of 9.0 MW are as follows: (Baht Million) Company Curent Capital increase New Loan Estimated registered capital registered capital from financial institution total project value GREEN POWER ,250 Summary of Share Purchase Agreement 1.Signing date: Share Purchase Agreement dated December 14, Counterparties: 3.Assets being acquired: 4.Method of investment 5.Value of investment 6.Terms of payment: 7.Amount Paid: 8.Additional condition: Buyer: SUPER EARTH Co., Ltd. ( SUPER EARTH ) Seller: Shareholders of Green Power Energy Co., Ltd ("GREEN POWER") Note: The signing of the share purchase agreement is SUPER EARTH 2 Co., Ltd. ("SUPER EARTH 2") after the approval of the transaction requires the Buyer of shares in this time is SUPER EARTH. Common shares of GREEN POWER an amount of 1,600,000 shares with the par value at 10 baht By holding in GREEN POWER at 100% of registered capital, which operate the thermal power plant from industrial waste, maximum installed capacity of 9.9 MW with a power purchase agreement with the PEA maximum of 9.0 MW Acquisition of existing shares of GREEN POWER amounting to Baht 40 million Payment shall be made in 2 installments as follows: Installment 1: Baht 10 million within 5 operating day from the signing date of the shares purchase agreement, which was completely paid on December 23,2015 Installment 2: Baht 30 million within 30 days from the date from 1) GREEN POWER has been approved to move the project from PEA according to the buyer's specifications that PEA have approved the relocation project to GREEN POWER on July 7, 2016 and 2) the date that the board of directors meeting of the Buyer approves the entry into the transaction Baht 10 million - If PEA does not approve the relocation project to GREEN POWER seller must refund all the money has been paid back within 30 days of the buyer notify the seller in writing. (PEA have approved the relocation project to GREEN POWER on July 7, 2016) - In case the board of directors or shareholders of the Buyer disapproves the entry into the transaction, the Seller shall refund the amount earlier paid to it in full within 30 days of the buyer notify the seller in writing. SUPER, as the parent company of SUPER EARTH that will enter into the aforementioned transactions, must submit the said agenda to be approved by the Board of Directors and to be approved by shareholder meeting, which to complies with the Notification of the Capital Market Supervisory Board Tor Jor. 20/2008 Re: Rules on Significant Transactions Constituting Acquisition or Disposition of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Page 3

4 Information and Actions of a Listed Company on Acquisition or Disposition of Assets B.E (the Asset Acquisition and Disposition Rules ), This transaction having the important timeline, as following: 4 Type and Size of Transaction Size of the said asset acquisition transactions can be calculated by different criteria as follows: 1) Asset value basis : Value of net tangible assets according to the financial statement of GREEN POWER for the acquired proportion compared with value of net tangible assets of SUPER and its subsidiaries: Equal to = Baht 2.29 million x 100% = 0.02% Baht 11, million 2) Net profit basis : This method is not applicable because the Company incurred loss from operation in the latest 12-month period. 3) Total value of consideration basis : Total value of consideration payable plus value required for completion of project development compared with total asset value of SUPER and its subsidiaries: Equal to = Baht 1, million x 100% = 2.76% Baht 46, million 4) Securities value basis : This method is not applicable because there is no issuance of shares to pay for the acquired assets. The highest value of the transaction is derived from the calculation under the total value of consideration basis, equal to 2.76% when including the value of transactions of the same type in the past 6 months (excluding the items approved by the shareholders' meeting) and the transaction approved by the Board of Directors No. 6/2016 held on August 11, 2016 are as follows The transactions of the same type in the past 6 months (excluding the items approved by the shareholders' meeting) % 1 Acquisition of common shares of WRP Energy Co.,Ltd ( "WRP") on 1 March The transaction approved by the Board of Directors No. 6/2016 held on August 11, 2016 % 1 Acquisition of preference shares in the capital increase of Apollo Solar Co.,Ltd ( APL ) Acquisition of common shares of IQ Energy Co.,Ltd ( "IQE") Acquisition of common shares of IQ Solar Co.,Ltd ( "IQS") Acquisition of common shares of AIQ Energy Co.,Ltd ( "AIQ") Acquisition of common shares of IQ Green Co.,Ltd ( "IQG") Acquisition of common shares of ASTA Power Co.,Ltd ("ASTA") As a result, a total value of transaction equal to 12.51%, which transactions are deemed as Class 1 which is lower than 15% 5 Details of the assets acquisition 5.1 Information of the company Name: Green Power Energy Co., Ltd ("GREEN POWER") Address: One Pacific Place 19 floor, Sukhumvit Road, Klongtoey, Bangkok Page 4

5 Date of establishment: September 1, 2009 Registered capital: Baht 16,000,000 with the par value at 10 Baht/Share Paid-Up Capital: Baht 9,025,000 Type of business GREEN POWER is the signing of a power purchase agreement to PEA for the production of electricity from renewable energy to sell electricity to PREA. The Agreement is for 5 years and renewable for 5 consecutive years automatically unless it is terminated, the details of the agreement are as follows. Agreement Dated maximum capacity VSPP-PEA-030/ November MW According to the agreement, GREEN POWER is operated thermal power projects from waste industrial. The additional purchase price (Adder) at the rate of 3.50 Baht/kilowatt - hour for a period of 7 years from the date of Commercial Operation Date (COD). PEA has a letter no /28769, dated July 7, 2016 to approve the change SCOD date to GREEN POWER until December 31, 2017 and approved the relocation project to Sala Lamduan Sub District, Mueang Sa Kaeo District, Sa Kaeo Province. Thermal Power Plant Project from waste industrial of GREEN POWER is under construction, currently 5% construction completed details as below. Location Sala Lamduan Sub District, Mueang Sa Kaeo District, Sa Kaeo Province Land area Owner of Land (Rai-Ngan-Wah) WRP Energy Co.,Ltd ( "WRP") Note: WRP is a subsidiary of the Company which holds 49% of registered capital by SSE and has the rights to vote and to receive dividend equal to 51% of registered capital Page 5

6 5.2 Summary of financial statement and operating Financial statement and operating performance of GREEN POWER for the year ended April 30, 2014 and 2015 contain of important information as below. (Unit : Baht) As June 30, Current assets 4,849, ,895, , Non-current assets 2,001, ,000, ,000, Total assets 6,850, ,895, ,316, Current liabilities 30, , , Long-term liabilities Total liabilities 30, , , Paid-up registered capital 9,025, ,025, , Retained earnings/(deficit) (2,205,086.78) (5,159,012.44) (6,738,400.87) Shareholders equity 6,819, ,865, ,286, Revenues Other revenues 1, , Total revenues 1, , Costs of sales Selling and administrative expenses 156, ,964, Others expenses Total expenses 156, ,964, Profit (Loss) before finance costs and income tax (155,269.30) (2,953,925.66) Financial costs Income tax Net profit (loss) (155,269.30) (2,953,925.66) / The financial statement of GREEN POWER for the year ended April 30, 2014 and 2015 was audited by Bangkok International Audit Co., Ltd. 2/ The financial statement of GREEN POWER for the month ended June 30, 2016 was certified by the management of GREEN POWER. Page 6

7 5.3 Structure of Shareholders and Management of GREEN POWER Structure of Shareholders Before the transaction After the transaction Before Capital Increase After Capital Increase No. of No. of Shares % No. of Shares % % Shares Mr.Tommi Ijas 260, % Mr.Juha Heikki Valimaki 360, % Mr.Haanu Tapio Kinunen 160, % Mr.Supalerk Nakarat 160, % Mr.Ola Fredrik Peder Danielsen 160, % Mr.Petri Ylermi Deryng 340, % Mr.Sami Matti Kinttu 160, % SUPER EARTH 1,600, % 37,500, % Total 1,600, % 1,600, % 37,500, % Par Value per share (Baht) Registered capital (Baht) 16,000,000 16,000, ,000,000 Structure of Management Board of Director 1. Mr.Tommi Ijas 1. Mr.Jormsup Lochaya 1. Mr.Jormsup Lochaya 2. Mr.Juha Heikki Valimaki 2.Miss Vanida Majimanont 2.Miss Vanida Majimanont 3. Mr.Haanu Tapio Kinunen 3. Mr.Chapamon Junpongpun 3. Mr.Chapamon Junpongpun 4. Mr.Supalerk Nakarat 5. Mr.Ola Fredrik Peder Danielsen 6. Mr.Petri Ylermi Deryng The Authorized The two directors jointly sign with company s seal affixed Mr. Jormsup Lochaya sign with company s seal affixed or Miss Vanida Majimanont authorized to co-sign with Mr.Chapamon Junpongpun with company s seal affixed Mr. Jormsup Lochaya sign with company s seal affixed or Miss Vanida Majimanont authorized to co-sign with Mr.Chapamon Junpongpun with company s seal affixed Page 7

8 6 The consideration value Total value for the asset acquisition not exceeding Baht 1, million baht by SUPER EARTH will be paid in cash, details as follows; 1. Value of purchase of shares of GREEN POWER 40 MB 2. Value of payment to the full of par value of shares Total investment for project development 3.1 Capital increase in GREEN POWER from SUPER EARTH (100.00%) 359 MB 3.2 Loan from financial institution 875 MB Total value for the asset acquisition 1, MB 7 Value of acquisition asset The book value of the entity transaction are GREEN POWER, as financial statement as at June 30,2016 is value an amount of 2,286, Baht The investment in the whole project has value an amount of Baht 1, million (as mention in Article no.6) the company has the conditions to be paid in cash and loan from financial institution. The fund will be used for the transaction from the Company's working capital as of the date of the transaction, depending on the cash position, liquidity of the Company and plans to use the cash flows of the Company as at the date of the transaction. 8 Criteria used to determine the value of asset Criteria used to determine the value of the consideration paid for this acquisition is based on the mutual agreement of both parties and according plan to operated thermal power projects from waste industrial of GREEN POWER. The company has criteria used to determine the value of the consideration based on the Discounted Cash Flow Approach Discounted Cash Flow Approach Calculating this value is calculated to profitability of GREEN POWER the method to calculate net cash flows expected financial projections to be received in the future. The company has estimated expected future cash flows of GREEN POWER will receive in the future from the production and distribution of electricity to the PEA within the period specified in the PPA between PEA. The manufacturing unit is planned to be completed and the additional purchase price (Adder) at the rate of 3.50 Baht/kilowatt - hour for a period of 7 years from the date of Commercial Operation Date (COD) from 2018 until Expenses set based on cost estimates from information received from the team responsible for the project and a growth rate of 3% annually. The forecasted cash as follows: Page 8

9 Year 1 Year 2 Year 3 Year 4 Year 5 Unit: MB Total Revenue Total Cost Gross Profit (Loss) Administrative Expenses Profit (Loss) before financial cost & taxes Year 6 Year 7 Year 8 Year 9 Year 10 Unit: MB Total Revenue Total Cost Gross Profit (Loss) Administrative Expenses Profit (Loss) before financial cost & taxes Year 11 Year 12 Year 13 Year 14 Year 15 Unit: MB Total Revenue Total Cost Gross Profit (Loss) Administrative Expenses Profit (Loss) before financial cost & taxes Year 16 Year 17 Year 18 Year 19 Year 20 Unit: MB Total Revenue Total Cost Gross Profit (Loss) Administrative Expenses Profit (Loss) before financial cost & taxes Estimates of the financial of the company has a net cash flow from the production and distribution of electricity to the Electricity Authority during the period of 20 years from the date of COD for calculate the return on investment and payback period, as follows; IRR 41.14% Payback period (years) 4.22 Note: Return on Investment and Payback period based on the cash flow after debt financial institutions is complete Page 9

10 This is value of investment Calculate based on duration of the production and distribution of electricity to the PEA for a period of 20 years. The Board of Directors has considered that the rate of return to be received from the investment for a period of 20 years (IRR) of 41.14%, a rate that the Board considered acceptable. The payback period after the payment of debt not exceeding 4.22 years. The rate of return more than Risk Free Rate based on the yield of 20 years of government bonds, the rate was only 2.47% 9 Benefits of asset acquisition The investment in GREEN POWER is investing in renewable power, according to the policy of the company. The company expects to enhance competitiveness and potential in profitability of the company. By the production and distribution of electric with contracts in the long run to EGAT and PEA, which power purchase agreement has condition the quantity and the price is certainly in period. The investment to GREEN POWER it s been the revenue and profit to SUPER has increasing in the future. After the transaction, SUPERE and / or SUPER may be required to guarantee debt with financial institutions to provide credit support to the GREEN POWER comply with the conditions imposed by financial institutions. 10 Source of Funding and sufficient working capital The fund for the transaction,which including value of purchase of shares and new capital increase, totaling of Baht million, will be from working capital of the company as the date of the transaction, depending on liquidity and cash flow plan as the date of the transaction. The details of the payment in the transaction are as follows (Unit : MB) Paid Remaining Total 1. Value of purchase of shares Value of payment to the full of par value of shares New capital increase Total As at June 31, 2016, the consolidated financial statements of the company have cash and cash equivalents of Baht 1, million which is sufficient to enter into such transactions. 11 Opinion of the Board of Directors The Board of Director and Audit Committee has considered of the transaction that the price is a reasonable and acceptable action to implement the company s business and will directly benefit the company and the price is fair and reasonable by helping to strengthen has continued to the operations and revenue in the future of the company. By asking the Chairman of the Board to negotiate a shares sell price from the Seller. 12 Opinion of the Audit Committee and/or other directors who have a different opinion No.11 - None - Page 10

11 13. Responsibility of the Board of Directors to the information. The Board of director hereby certified that the information contained in this report is true and complete and will not cause any misunderstanding or lack of information that should be disclosed which may cause damage to the shareholders. The company hereby certified that the information contained in this report is true and complete and will not cause any misunderstanding or lack of information that should be disclosed which may cause damage to the shareholders. Signed... ( Mr.JormsupLochaya ) Position Chairman of the Board Page 11