(Translation) Opinion of the Independent Financial Advisor Regarding the Voluntary Delisting of Securities from the Stock Exchange of Thailand

Transcription

1 (Translation) Opinion of the Independent Financial Advisor Regarding the Voluntary Delisting of Securities from the Stock Exchange of Thailand of Thai Plastic and Chemicals Public Company Limited Proposed to Shareholders of Thai Plastic and Chemicals Public Company Limited Prepared by Asset Pro Management Company Limited September 2 nd, 2016

2 Table of Contents Executive Summary of Opinion of Independent Financial Advisor on Delisting 2 1. Background and Details of Delisting from the Stock Exchange of Thailand Facts and Reasons for Delisting Information Summary of Thai Plastic and Chemicals Public Company Limited 6 2. The Opinion of Independent Financial Advisor about the Appropriateness of Voluntary 7 Delisting of the Shares of the Company 2.1 Reasons for Delisting Condition Precedent for Delisting The Impact on the Company and Minority Shareholders after Delisting of Ordinary Shares of 9 the Company 3. The Opinion of Independent Financial Advisor on the Tender Offer Price Summary of Opinion of Independent Financial Advisor on Delisting 37 Appendix Appendix 1 Information Summary of Thai Plastic and Chemicals Public Company Limited Appendix 2 Summary of the Asset Appraisal Report by the Independent Asset Appraiser Asset Pro Management Company Limited

3 IFA has provided the definition of some abbreviations used in this report as follows. Definition Adjusted Book Value Approach Abbreviation ABV Annual Registration Statement Form 56-1 Asset Pro Management Co.,Ltd Beta (β) Binh Minh Plastics Joint Stock Company (BMP) Book Value Approach Capital Asset Pricing Model (CAPM) Cost of Equity Debt to Equity ratio Discounted Cash Flow Approach Ethylene Dichloride (EDC) Free Cash Flow to Equity Indorama Ventures Public Company Limited Long Son Petrochemicals Company Limited (LSP) Market Return (Rm) Market Value Approach IFA or APM β BMP BVA CAPM Ke D/E ratio DCF EDC FCFE IVL LSP Rm MVA Notification of Securities and. Exchange Commission SorChor. 12/2552 SorJor. 12/2552 Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 Notification of the Capital Market Supervisory Board No. ThorJor. 28/2554 entitled Rules and Procedures for Acquisition and Disposal of Securities Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material Transactions Deemed ThorJor. 12/2554 ThorJor. 28/2554 ThorJor. 20/2551 Asset Pro Management Company Limited

4 as Acquisition or Disposal of Assets Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551 Notification of the Capital Market Supervisory Board No. ThorJor. 44/2556 Other partied acting together with the tender offeror Price to Book Value Approach Price to Earnings Ratio Approach PTT Global Chemical Public Company Limited Risk free Rate (Rf ) SCG Chemicals Company Limited Siam Cement Public Company Limited Stock Exchange of Thailand Thai Plastic and Chemicals Public Company Limited The annual growth rate of cash flow The Regulation of the Stock Exchange about Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E (as well as any revision) The regulation of the Stock Exchange of Thailand about Delisting of Securities B.E ThorJor. 21/2551 ThorJor. 44/2556 acting in concert P/BV Ratio P/E Ratio PTTGC Rf SCG Chemicals or Tender Offeror SCC Stock Exchange TPC or the Company G Rule on Maintaining Status Regulation of SET about Delisting of Securities the Report for Delisting of Shares from the Stock Exchange Form F10-6 The Securities and Exchange Commission Tien Phong Plastic Joint Stock Company (NTP) Vinyl Chloride Monomer Vinythai Public Company Limited SEC Office NTP VCM VNT Asset Pro Management Company Limited

5 At APM 159/2559 September 2 nd, 2016 Subject : The Opinion of Independent Financial Advisor about the Appropriateness of Voluntary Delisting of the Shares of Thai Plastic and Chemicals Public Company Limited TO : Shareholders of Thai Plastic and Chemicals Public Company Limited Thai Plastic and Chemicals Public Company Limited ( TPC or the Company ) has received the letter dated July 27, 2016 from Siam Cement Public Company Limited ( SCC ) who is the major shareholder of the Company. SCC directly holds 399,392,220 ordinary shares, which is 45.64% of paid-up shares of the Company and invests indirectly in the Company via SCG Chemicals Company Limited ( SCG Chemicals or Tender Offeror where SCG Chemicals is the subsidiary of SCC and SCC holds 100% of paid-up shares of SCG Chemicals) for 396,873,374 ordinary shares, which is 45.36% of paid-up shares of the Company. Totally, SCC holds 796,265,594 ordinary shares, which is 91.00% of paid-up shares of the Company. SCC has proposed to delist ordinary shares of the Company from the Stock Exchange of Thailand ( the Stock Exchange ) since the Company cannot meet the free float requirement according to the Regulation of the Stock Exchange regarding Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E (as well as any revision) Section 6 Maintaining the Status of Listed Companies on the Exchange specifying that the number of minority shareholders shall not be less than 150 people and shareholders shall hold shares in aggregate not less than 15% of the paid-up capital of the Listed Company ( Rule on Maintaining Status ) According to the list of shareholders of the Company as of June 30, 2016 (latest), The Company cannot meet the free float requirement stating in the Rule of Maintaining Status for 5 annum and needs to pay an extra fee over the normal annual fee, which will increase every year at the rate of 0.5 times of previous-year according to Procedures and Guidelines for Listed Companies that Cannot Meet the Free Float Requirement and Notification of the Board of Governors of the Stock Exchange about Schedule of Fees for Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E For the voluntary delisting of the securities of the Company from the Stock Exchange, SCC has proposed SCG Chemicals to tender offer all remaining ordinary shares not currently held by SCC and SCG Chemicals. Therefore, the Board of Directors of the Company has resolved in its meeting no. 2/2016 held on July 27, 2016 to approve and propose to the shareholder meeting to consider for voluntary delisting of the securities of the Company from the Stock Exchange. The Company needs to follow the regulation of the Stock Exchange of Thailand about Delisting of Securities B.E dated December 9, 1999 ( Regulation of SET Asset Pro Management Co.Ltd. Page 1 of 38

6 about Delisting of Securities ). The delisting proposal must be approved by the votes of the shareholders or proxies (if any) who are present at the meeting and have the right to vote of not less than three-fourths of the total issued shares of the Company, and the shares held by the shareholders who object to the delisting shall not exceed 10% of the total issued shares of the Company. According to the regulation applied to the voluntary delisting of the securities of the Company from the Stock Exchange, it must have the tender offeror to buy shares of the Company from the shareholders. Therefore, SCC has proposed SCG Chemicals to tender offer for all remaining shares at the price of THB 40 per share. The Company will arrange the Extraordinary General Meeting of Shareholders No. 1/2016 on September 26, 2016 at 2.00 pm at Plaza Athénée Bangkok, A Royal Méridien Hotel 61 Wireless Road, Pathumwan, Bangkok The record date to determine the list of shareholders eligible to attend the Extraordinary General Meeting of Shareholders No. 1/2016 is on August 22, 2016 and the list of shareholders will be gathered by book closing method on August 23, 2016 according to Section 225 of The Securities and Exchange Act B.E In the same meeting, the Board of Directors of the Company has the resolution to appoint Asset Pro Management Company Limited as an Independent Financial Advisor ( APM or IFA ) to provide the opinion to shareholders who are not connected persons with the Buyer in consideration about delisting of the Company s shares from the Stock Exchange. Summary of IFA s opinion IFA has suggested that shareholders should vote for delisting of ordinary shares of the Company from the Stock Exchange. The reasons support for delisting are as follows. 1. Currently, the Company cannot meet the free float requirement according to the Regulation of the Stock Exchange about Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E (as well as any revision) Section 6 Maintaining the Status of Listed Companies on the Stock Exchange specifying that the number of minority shareholders shall not be less than 150 people and the shareholders shall hold shares in aggregate not less than 15% of the paid-up capital of the Listed Company ( Rule on Maintaining Status ). According to the list of shareholders of the Company as of June 30, 2016 (latest), the minority shareholders held the ordinary shares of the Company totally around 9% of paid-up capital, which is less than 15% of paid-up capital of the Company and it is against the Rule of Maintaining Status according to the regulation of SET. Moreover, SCC has no policy to reduce the shareholding proportion currently held by SCC and its subsidiaries. Therefore, the Company cannot meet the free float requirement according to Rule of Maintaining Status for 5 consecutive years and needs to pay the extra fee over the normal annual fee, which will increase every year at the rate of 0.5 times of previous-year. Asset Pro Management Co.Ltd. Page 2 of 38

7 However, if majority of the votes disagree with the voluntary delisting of the securities of the Company from the Stock Exchange, the Company may face the risk that Board of Director of SET considered the Company mandatory delisting from the Stock Exchange according to the regulations subject Delisting of Securities B.E section 2 no.9(1) and no.11 (More details in part 2.1 The opinion of Independent Financial Advisor about the Appropriateness of Voluntary Delisting of the Shares of the Company) 2. The tender offer price of THB 40 per share is higher than IFA s valuation price based on market value approach and discounted cash flow approach which in range of THB THB per share. (More details in part 3 The opinion of Independent Financial Advisor on the Tender Offer Price) Moreover, this tender offer price is higher than the maximum price calculated based on the criteria specified by SEC Office according to regulation no.56 Section 6 of Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. 3. Minority shareholders will lose balance of voting power to major Shareholders. Siam Cement Public Company Limited ( SCC ) is the major shareholder of the Company. SCC directly holds 399,392,220 ordinary shares, which is 45.64% of paid-up shares of the Company and invest indirectly in the Company via SCG Chemicals Company Limited ( SCG Chemicals or Tender Offeror where SCG Chemicals is the subsidiary of SCC and SCC holds 100% of paid-up shares of SCG Chemicals) for 396,873,374 ordinary shares, which is 45.36% of paid-up shares of the Company. Totally, SCC holds 796,265,594 ordinary shares, which is 91.00% of paid-up shares of the Company (according to the list of shareholders as of June 30, 2016 (latest)). This shareholding proportion allows SCC to determine any policy and controls over majority votes in the shareholder meeting including the issues that need normal majority votes or the issues that need the supporting votes at least three-fourth of total votes. Therefore, minority shareholders cannot object balance of power or monitor the activities of the tender offerors group. 4. There will be no secondary market for shareholders to trade the Company s shares after delisting. There will be no reliable and acceptable reference price like ordinary shares listed traded in the Stock Exchange. Therefore, the shareholders may face illiquidity problems when they would like to trade shares of the Company and shareholders may get lower chance of getting return from investment in form of capital gain as well as tax exemption. Therefore, most of return from investment for shareholders will be in form of dividends. Moreover, future dividend payout will depends on the company regulation as well as the Company Board of Directors and Shareholders approval. The Company does not need to disclose operating information if after the tender offer in accordance with the regulations of the Stock Exchange Asset Pro Management Co.Ltd. Page 3 of 38

8 of Thailand on the delisting, other shareholders who are not the tender offeror, other parties acting together with the tender offeror (concert party), and other parties according to Section 258 if they hold ordinary shares not more than 5% of total voting rights of the Company. Minority shareholder would getting less information from the Company. Asset Pro Management Company Limited, acting as the Independent Financial Advisor, has given the opinion thoughtfully with caution in accordance with professional standards. The assumption based on the information and documents acquired from related parties, including the information received from the Company s management team, is valid, realistic and up-to-date. If the information and documents are inexact, unrealistic, or circumstances have change, it may consequently affect the opinion of the independent financial advisor. IFA would like to suggest shareholders of the Company to carefully study all details in the Opinion of IFA and related information before making decision whether approve or disapprove the transaction which significantly depend on the decision of the shareholders. Asset Pro Management Co.Ltd. Page 4 of 38

9 1. Background and Details of Delisting from the Stock Exchange of Thailand The Opinion of the Independent Financial Advisor on Delisting 1.1 Facts and Reasons for Delisting Thai Plastic and Chemicals Public Company Limited ( TPC or the Company ) has received the letter dated July 27, 2016 from Siam Cement Public Company Limited ( SCC ) who is the major shareholder of the Company. SCC directly holds 399,392,220 ordinary shares, which is 45.64% of paid-up shares of the Company and invests indirectly in the Company via SCG Chemicals Company Limited ( SCG Chemicals or Tender Offeror where SCG Chemicals is the subsidiary of SCC and SCC holds 100% of paid-up shares of SCG Chemicals) for 396,873,374 ordinary shares, which is 45.36% of paid-up shares of the Company. Totally, SCC holds 796,265,594 ordinary shares, which is 91.00% of paid-up shares of the Company. SCC has proposed to delist ordinary shares of the Company from the Stock Exchange of Thailand ( the Stock Exchange ) and SCG Chemicals will make the tender offer for all remaining ordinary shares not currently held by SCC and SCG Chemicals because currently the minority shareholders cannot meet the free float requirement according to the Regulation of the Stock Exchange about Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E (as well as any revision) Section 6 Maintaining the Status of Listed Companies on the Exchange specifying that the number of minority shareholders shall be not less than 150 people and the shareholders shall hold shares in aggregate not less than 15% of the paid-up capital of the Listed Company ( Rule on Maintaining Status ). According to the list of shareholders of the Company as of June 30, 2016 (latest), the minority shareholders held the ordinary shares of the Company totally 9.00% of paid-up capital which less than 15% of the paid-up capital of the Company. Moreover, SCC has no policy to reduce the shareholding proportion currently held by SCC and its subsidiaries. Therefore, the Company cannot meet the free float requirement according to Rule of Maintaining Status for 5 annum and needs to pay an extra fee over the normal annual fee, which will increase every year at the rate of 0.5 times of previous-year according to Procedures and Guidelines for Listed Companies that Cannot Meet the Free Float Requirement and Notification of the Board of Governors of the Stock Exchange about Schedule of Fees for Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E For the voluntary delisting of the securities of the Company from the Stock Exchange, SCC has proposed SCG Chemicals to tender offer all remaining ordinary shares not currently held by SCC and SCG Chemicals. Moreover, it is unnecessary for the Company to raise fund through the Stock Exchange because the current financial status and capital is sufficient for supporting the business operation. If the Company needs to raise fund in the future, the Company can access to other sources of fund including to raise fund from the major shareholders of the Company, which are SCC and SCG Chemicals. The Company will also be more flexible in administration and lower expenditure after delisting because the Company does not need to follow the regulation of the Stock Exchange about Rules, Conditions and Procedures Governing the Asset Pro Management Co.Ltd. Page 5 of 38

10 Disclosure of Information and Other Acts of a Listed Company including other related regulations such as the regulation from SEC Office. Therefore, the Board of Directors of the Company has resolved in its meeting no. 2/2016 held on July 27, 2016 to approve and propose to the shareholder meeting to consider for voluntary delisting of the securities of the Company from the Stock Exchange. The Company needs to follow the regulation of the Stock Exchange about Delisting of Securities B.E dated December 9, 1999 ( Regulation of SET about Delisting of Securities ). The delisting proposal must be approved by the votes of the shareholders or proxies (if any) who are present at the meeting and have the right to vote of not less than three-fourths of the total issued shares of the Company, and the shares held by the shareholders who object to the delisting shall not exceed 10% of the total issued shares of the Company. According to regulation applied to the voluntary delisting of the securities of the Company from the Stock Exchange, it must have the tender offeror to buy shares of the Company from the shareholders. Therefore, SCC has proposed SCG Chemicals to tender offer for all remaining shares at the price of THB 40 per share. The Company will arrange the Extraordinary General Meeting of Shareholders No. 1/2016 on September 26, 2016 at 2.00 pm at Plaza Athénée Bangkok, A Royal Méridien Hotel 61 Wireless Road, Pathumwan, Bangkok The record date to determine the list of shareholders eligible to attend the Extraordinary General Meeting of Shareholders No. 1/2016 is on August 22, 2016 and the list of shareholders will be gathered by book closing method on August 23, 2016 according to Section 225 of The Securities and Exchange Act B.E Information Summary of Thai Plastic and Chemicals Public Company Limited (attachment 1) Asset Pro Management Co.Ltd. Page 6 of 38

11 2. The Opinion of Independent Financial Advisor about the Appropriateness of Voluntary Delisting of the Shares of the Company Asset Pro Management Company Limited ( IFA ) is the Independent Financial Advisor appointed by the Company in order to be the advisor for shareholders in providing the opinion on voluntary delisting of ordinary shares of the Company from the Stock Exchange. IFA has provided the opinion about the appropriateness of delisting as follows. 2.1 Reasons for Delisting 1) Maintaining the Status of the Listed Company according to the Regulation of the Stock Exchange Currently, the Company cannot meet the free float requirement according to the Regulation of the Stock Exchange about Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E (as well as any revision) Section 6 Maintaining the Status of Listed Companies on the Exchange specifying that the number of minority shareholders shall be not less than 150 people and such shareholders shall hold shares in aggregate not less than 15% of the paid-up capital of the Listed Company ( Rule on Maintaining Status ). According to the list of shareholders of the Company as of June 30, 2016 (latest), the minority shareholders held the ordinary shares of the Company approximate around 9% of paid-up capital, which is less than 15% of paid-up capital of the Company and not satisfied the Rule of Maintaining Status as stated in the regulation of SET. Moreover, SCC has no policy to reduce the shareholding proportion currently held by SCC and its subsidiaries. Therefore, the Company cannot meet the free float requirement according to Rule of Maintaining Status for 5 consecutive years and needs to pay the extra fee over the normal annual fee, which will increase every year at the rate of 0.5 times of previous-year according to procedures and guidelines for listed companies that cannot meet the free float requirement and notification of the board of governors of the stock exchange about schedule of fees for listing of ordinary shares or preferred shares as listed securities B.E For the company s delisting of securities request upon delisting of securities as mentioned, the Company may apply for delist in accordance with the regulations of the Stock Exchange of Thailand B.E Chapter 1 concerning unqualified requirement as predetermined according to fact and rationale of delisting. Of which, the reason is of unqualified requirement according to regulations of the Stock Exchange of Thailand concerning listing of securities. A lack of qualification may cause the Company to delist its ordinary shares when falling onto any following the occurrence of Chapter 2 Article 9 (1) stated that Ordinary shares may be delisted upon occurrence of any of the following events (1) The ordinary shares do not meet all the qualifications pursuant to the part of qualifications of listed securities in the regulations of the Stock Exchange of Thailand governing listing of securities and therefore causing the Stock Exchange of Thailand to propose the Board to consider delisting the ordinary shares from being a listed security pursuant to Article 11 of the Asset Pro Management Co.Ltd. Page 7 of 38

12 regulations of Stock Exchange of Thailand. By the regulation, there is no obligation to set up tender offerors to buy back shares from minor shareholders, causing minority shareholders to have no available market to trade such stocks and shareholders who wish to sell the said securities must perform through over-the-counter where selling price relies solely on talks and negotiations. Moreover, any profit occurred from capital gain, as minor shareholders who is an individual person, is liable to personal income tax levied by progressive rate. In the circumstance that receiving higher earnings than THB 4.00 million will trigger 35% tax rate which is deemed to be a burden for shareholders. However, trading securities in the Stock Exchange of Thailand or any transaction towards tender offerors related to the request of the Company to delist will result in zero tax payment from capital gain. 2) Necessity of Raising Fund through the Stock Exchange It is unnecessary for the Company to raise fund through the Stock Exchange because the current financial status and capital is sufficient for supporting the business operation. If the Company needs to raise fund in the future, the Company can access to other sources of fund including to raise fund from the major shareholders of the Company, which are SCC and SCG Chemicals. Moreover, after this voluntary delisting, the Company will also be more flexible in administration and will have lower expenditure. 3) Flexibility in Administration After delisting from the Stock Exchange, Company does not need to follow the regulation of the Stock Exchange about Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company including other related regulations as well as the regulation from the Office of Securities and Exchange Commission ( SEC Office ) like the regulations about Acquisition or Disposal of Assets, Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, Connected Transaction, Submission of Financial Statements and Report on Financial Position and Results of Operations, and Preparation and Disclosure of Report on Securities Holdings of Directors, Executives, and Auditors, etc. 2.2 Condition Precedent for Delisting 1) The Board of Directors of the Company resolves in its meeting to approve the voluntary delisting due to the fact that the Company cannot meet the free float requirement according to the Regulation of the Stock Exchange about Listing of Ordinary Shares or Preferred Shares as Listed Securities 2) The shareholder meeting has approved the voluntary delisting. The Presentation for the opinion of the Company and IFA about delisting will be arranged in the Extraordinary General Meeting of Shareholders held on September 26, 2016 at 2.00pm at Plaza Athénée Bangkok, A Royal Méridien Hotel 61 Wireless Road, Pathumwan, Bangkok The delisting proposal must be approved by the votes of the shareholders or proxies (if any) who are present at the meeting and Asset Pro Management Co.Ltd. Page 8 of 38

13 have the right to vote of not less than three-fourths of the total issued shares of the Company, and the shares held by the shareholders who object to the delisting shall not exceed 10% of the total issued shares of the Company. 3) After the approval from the shareholder meeting for voluntary delisting, the Company will submit the application for voluntary delisting of ordinary shares in accordance with the form prescribed by the Stock Exchange. The Stock Exchange shall consider the application for delisting and will notify the result to the Company within 30 days from the date that the Stock Exchange has received the documents accurately and completely from the Company. According to the regulation of the Stock Exchange about Delisting of Securities B.E dated December 9, 1999 ( Regulation of SET about Delisting of Securities ), after the Stock Exchange has approved for delisting, the Company will arrange for the tender offer within the time frame specified by SEC Office. The information that the Company has released in the website of the Stock Exchange dated July 29, 2016 specified that after the shareholders meeting and the Stock Exchange has approved the delisting, SCG Chemicals will tender offer for all ordinary shares of the Company that are not currently held by SCC and SCG Chemicals with the proposed price of THB 40 per share or the price in accordance to the conditions in the Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 entitled Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. The tender offer is expected to be done during late October The Impact on the Company and Minority Shareholders after Delisting of Ordinary Shares of the Company The Impact on the Company After delisting from the Stock Exchange, the Company still maintains the operation under the major shareholders, which are SCC and SCG Chemicals. However, the Company will not get benefit as a listed company like fund raising in the Stock Exchange by public offering in order to expand the business in the future. However, the Company can raise fund from financial institutions due to lower debt to equity ratio. Moreover, the Company also can raise fund from other methods such as issuing ordinary shares, preferred shares, corporate debenture, convertible securities for major shareholders, which are SCC and SCG Chemicals. Based on the current strength financial position of the Company with the debt to equity ratio of only 0.33 times as of June 30, 2016, the Company certainly can get financial support from financial institution. Therefore, there is no significant impact from delisting of ordinary shares of the Company from the Stock Exchange. Asset Pro Management Co.Ltd. Page 9 of 38

14 The Impact on Minority Shareholders Lack of Liquidity in Selling Shares There is no secondary market for shareholders to trade the Company shares after delisting. There will be no reliable and acceptable reference price like ordinary shares listed traded in the Stock Exchange. Therefore, the shareholders may face illiquidity problems when they would like to trade shares of the Company. Change in Format of Return from Investment There is no secondary market for shareholders to trade the Company shares, then the minority shareholders will face the illiquidity problems in trading shares of the Company and lower chance in getting return from investment in form of capital gain. Therefore, most of return from investment for shareholders will be in form of dividends. Moreover, future dividend payout will depends on the company regulation as well as the Company Board of Directors and Shareholders approval. No Tax Privilege for Shareholders The shareholders who are ordinary persons cannot get tax exemption from capital gain and therefore will be liable to personal income tax levied by progressive rate. In the circumstance that receiving higher earnings than THB 4.00 million will trigger 35% tax rate which is deemed to be a burden for shareholders. However, trading securities in the Stock Exchange of Thailand or any transaction towards tender offerors related to the request of the Company to delist will result in zero tax payment from capital gain Getting Less Information from the Company The Company would not longer required to follow the regulation of the Stock Exchange about Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company including other related notifications and regulations as well as the regulation from SEC Office like Notification of the Capital Market Supervisory Board No. ThorJor. 28/2554 entitled Rules and Procedures for Acquisition and Disposal of Securities, Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551 entitled Rules on Connected Transactions, Notification of the Capital Market Supervisory Board No. ThorJor. 44/2556 entitled Rules, Conditions and Procedure for Disclosure of Information Relating to Financial Status and Operating Result of Issuing Company. After delisting from the Stock Exchange, the Company does not need to follow the regulations if other shareholders who are not the tender offeror, other parties acting together with the tender offeror (concert party), and other parties according to Section 258 if they hold ordinary shares not more than 5% of total voting rights of the Company. Moreover, the Company does not need to follow Notification of Securities and. Exchange Commission SorJor. 12/2552 entitled Preparation and Disclosure of Report on Asset Pro Management Co.Ltd. Page 10 of 38

15 Shareholding of Directors, Executives and Auditors. However, in case that the other shareholders mentioned above is holding ordinary shares more than 5% of voting rights of the Company, the Company does need to follow the regulation after getting consent from all shareholders. Loss of Balance of Power with Major Shareholders Siam Cement Public Company Limited ( SCC ) is the major shareholder of the Company. SCC directly holds 399,392,220 ordinary shares, which is 45.64% of paid-up shares of the Company and invest indirectly in the Company via SCG Chemicals Company Limited ( SCG Chemicals or Tender Offeror where SCG Chemicals is the subsidiary of SCC and SCC holds 100% of paid-up shares of SCG Chemicals) for 396,873,374 ordinary shares, which is 45.36% of paid-up shares of the Company. Totally, SCC holds 796,265,594 ordinary shares, which is 91.00% of paid-up shares of the Company (according to the list of shareholders as of June 30, 2016 (latest)). This shareholding proportion allows SCC to determine any policy and controls over majority votes in the shareholder meeting including the issues that need normal majority votes or the issues that need the supporting votes at least three-fourth of total votes. Therefore, minority shareholders cannot object, balance the power or monitor the activities of the tender offeror group. Asset Pro Management Co.Ltd. Page 11 of 38

16 3. The Opinion of Independent Financial Advisor on the Tender Offer Price The Opinion of the Independent Financial Advisor on Delisting The opinion of IFA on the tender offer price is based on the appropriateness price. IFA has used information from interview with the executives and related parties as well as other public information e.g. the Report for Delisting of Shares from the Stock Exchange (Form F10-6), Annual Registration Statement (Form 56-1), Financial Statement, and other information from the Stock Exchange. If the Stock Exchange has approved delisting of ordinary shares of the Company, SCG Chemicals as the offeror will tender offer for all remaining ordinary shares from minority shareholders for 78,734,406 shares, which is 9% of paid-up capital of the Company. The proposed price is THB 40 per share. Total amount will be THB 3, million. IFA has considered the appropriateness of the tender offer price of the Company share by the valuation methods bellows; 1) Book Value Approach 2) Adjusted Book Value Approach 3) Market Value Approach 4) Price to Book Value Approach: P/BV Ratio 5) Price to Earnings Ratio Approach: P/E Ratio 6) Discounted Cash Flow Approach: DCF After studying all information and documents of Thai Plastic and Chemicals Public Company Limited as well as other related information, IFA has summarized the opinion as follows. 1) Book Value Approach The Book Value Approach is the valuation based on total net asset value according to the financial statement of the Company at a specific time. The value can be calculated from total assets subtracted by total liabilities and treasury shares, then divided by the number of issued and paid-up ordinary shares. However, the value based on this approach will not reflect the current market value of assets as well as will not reflect the potential of future profitability, competitiveness, and the overall economic condition and industry condition. According to the financial statement of the Company as of June 30, 2016 audited by the Certified Public Accountant of the Company who is approved by SEC Office, the value based on the book value can be calculated as follows. Asset Pro Management Co.Ltd. Page 12 of 38

17 Items Amount (million baht) Issued and Paid-up share capital Premium on ordinary shares 2, Retained earning Appropriated Legal reserve Other reserve 1, Unappropriated 12, Other components of shareholders equity Currency translation differences (251.68) Gain of fair value changes on investments Total equity attributable to owners of the parent 17, Number of ordinary shares (million shares) 875 Book value per share (Baht per share) Remarks : - Subsidiaries of the Company invested more in assets in July 2016 which happened after financial statement ended June 30,2016. More details as follows; Viet Thai Plastchem Co.,Ltd book value ended July 31, 2016 equal to Dong million or THB 0.13 million at exchange rate as of July 31, 2016 equal THB per Dong. Grand Nawa plastic Myanmar Co.,Ltd book value ended July 31, 2016 equal to US Dollar 2.26 million at exchange rate as of July 29, 2016 equal THB per US Dollar. In order to, those subsidiaries used their internal cash for the investment. Therefore, there are no effect to the owner equity of its companies and the Company. Based on the book value approach, the value of ordinary shares of the Company is THB per share which is lower than the tender offer price by THB per share or lower by 48.93% of tender offer price. 2) Adjusted Book Value Approach This valuation is based on the book value of the Company according to the audited financial statement ended on June 30, 2016 adjusted by any transactions that incurred thereafter in order to make the value reflecting to current fair value and also determined that the assets and the liabilities must be adjusted to reflect the current fair value according to the following details. Asset Pro Management Co.Ltd. Page 13 of 38

18 Adjusted assets to reflect current fair value IFA considered adjustment of the asset value based on the asset appraisal report done by Firm First Star Company Limited and American Appraisal (Thailand) who are the Independent Appraisers approved by SEC Office and make the appraisal report for the assets of the Company for public use, more details in attachment 2. The Independent Appraisers appraised the assets of the Company and its 10 subsidiaries. There are 17 appraisal reports appraised from August 1-5, 2016 which not exceed 6 months until the date IFA used its reports. Therefore, IFA considered that the information contain in the reports can use for valuation based on Adjusted Book Value Approach. As a result, the adjusted assets to fair value including of all assets of the Company and for 10 subsidiaries adjusted assets based on proportion of shareholding. In summary, the book value of assets adjusted can be calculated as follows Asset Pro Management Co.Ltd. Page 14 of 38

19 Asset Type The Summary of the Result of the Appraisal of Each Company s Asset Book Value As of June 30, 2016 (Baht) Appraisal Price (Baht) Adjustment Increase / (Decrease) (Baht) The Opinion of the Independent Financial Advisor on Delisting Adjustment from the percentage of shareholding in Subsidiaries (Baht) Valuation Approach 1. Thai Plastic and Chemicals Public Co., Ltd. 1.1 Building, property on land, machine and equipment at Map Ta Phut Industrial Estate Rayong Province Property on land - 13,500,000 13,500,000 13,500,000 Cost Approach Building 397,211, ,874,000 51,662,095 51,662,095 Cost Approach Machine and Equipment 5,709,599,468 10,686,779,800 4,977,180,332 4,977,180,332 Cost Approach 1.2 Land, building, property on land, machine and equipment at Prapadaeng District Samut Prakarn Province Land 51,621,824 1,103,800,000 1,052,178,176 1,052,178,176 Market Approach Property on land - 5,600,000 5,600,000 5,600,000 Cost Approach Building 11,710,768 66,500,000 54,789,232 54,789,232 Cost Approach Machine and Equipment 125,594, ,037, ,442, ,442,989 Cost Approach 1.3 Empty land on Ban Kai District Rayong Province Land 25,350,000 95,400,000 70,050,000 70,050,000 Market Approach 1.4 Two rooms of condominium at Sattahip District Chonburi Province Two rooms of condominium 2 11,900,000 11,899,998 11,899,998 Market Approach Total 6,321,088,578 12,950,391,400 6,629,302,822 6,629,302, TPC Paste Resin Co., Ltd. (Percentage of shareholding = %) Property on land - 1,900,000 1,900,000 1,900,000 Cost Approach Building 22,924,394 35,700,000 12,775,606 12,775,606 Cost Approach Asset Pro Management Company Limited Page 15 from 38

20 Machine and Equipment 253,502, ,197, ,695, ,695,070 Cost Approach Total 276,427, ,797, ,370, ,370, TPC Vina Plastic and Chemicals Corp., Ltd. (Percentage of shareholding = 70.00%) 3.1 Machine and equipment, transportation, office equipment, other fixed assets and intangible assets at Dong Nai Province Vietnam Machine and equipment 260,231, ,606, ,374, ,361,804 Cost Approach (Production system 1) Machine, equipment, and 874,917, ,746,000 27,828,825 19,480,178 Cost Approach structural system (Production system 2) Essential part of machine and 3,826,745 3,817,981 (8,764) (6,135) Cost Approach equipment Fixed assets 13,416,698 13,385,972 (30,726) (21,508) Cost Approach Machine and equipment 3,704,337 3,695,854 (8,483) (5,938) Cost Approach (Transportation system) Office Equipment 1,730,334 1,726,372 (3,962) (2,774) Cost Approach Land use rights 84,729,520 84,535,481 (194,039) (135,827) Cost Approach Intangible assets 5,736,015 5,722,879 (13,136) (9,195) Cost Approach Total 1,248,292,818 1,499,236, ,943, ,660, Two groups of building at Dong Nai Province Vietnam Building 206,300, ,940,000 56,639,131 39,647,392 Cost Approach Total 206,300, ,940,000 56,639,131 39,647, Viet-Thai Plastchem Co., Ltd. (Percentage of shareholding = 72.49%) 4.1 Machine and equipment at Binh Duong Province Vietnam Asset Pro Management Company Limited Page 16 from 38

21 Machine and Equipment 21,635,098 31,848,000 10,212,902 7,403,333 Cost Approach Total 21,635,098 31,848,000 10,212,902 7,403, Factory including two-story office buildings and developments (15 items) at Binh Duong Province Vietnam Building and development 6,943,954 34,800,000 Cost Approach 27,722,990 20,096,395 Building and other buildings 1 133,056 Cost Approach Total 6,943,954 34,800,000 27,722,990 20,096, Nawaplastic Industries (Saraburi) Co., Ltd. (Percentage of shareholding = %) Land 97,086, ,000, ,913, ,913,700 Market Approach Property on land - 17,000,000 17,000,000 17,000,000 Cost Approach Building 120,914, ,100,000 (14,814,569) (14,814,569) Cost Approach Machine and Equipment 423,226,273 1,052,780, ,553, ,553,927 Cost Approach Total 641,227,142 1,383,880, ,653, ,653, Nawaplastic Industries Co.,Ltd. (Percentage of shareholding = %) Land 152,429, ,700, ,270, ,270,797 Market Approach Property on land - 17,300,000 17,300,000 17,300,000 Cost Approach Building 201,867, ,400, ,532, ,532,809 Cost Approach Machine and Equipment 1,328,432,688 2,555,014,100 1,226,581,412 1,226,581,412 Cost Approach Total 1,682,729,082 3,259,414,100 1,576,685,018 1,576,685, Siam Stabilizers and Chemicals Co.,Ltd. (Percentage of shareholding = 60.00%) Land 27,232,150 77,000,000 49,767,850 29,860,710 Market Approach Property on land - 2,100,000 2,100,000 1,260,000 Cost Approach Building 14,059,738 41,300,000 27,240,262 16,344,157 Cost Approach Machine and Equipment 28,160,330 95,163,500 67,003,170 40,201,902 Cost Approach Asset Pro Management Company Limited Page 17 from 38

22 Total 69,452, ,563, ,111,282 87,666, Grand Nawaplastic Myanmar Co., Ltd. (Percentage of shareholding = 57.00%) 2 Machine and Equipment 1,498,054 1,494,623 (3,431) (1,955) Cost Approach Machine and Equipment 2 67,369,628 68,959,000 1,589, ,942 Cost Approach Cargo building 2 7,341,734 7,541, , ,582 Cost Approach Other buildings 2 4,220,005 4,210,341 (9,664) (5,509) Cost Approach Office Equipment 2 705, ,612 (1,615) (921) Cost Approach Total 81,134,648 82,908,576 1,773,928 1,011, Nawaplastic (Cambodia) Co., Ltd. (Percentage of shareholding = 60.00%) Building 2, 3, 4, and office 15,714,496 17,920,000 2,205,504 1,323,303 Cost Approach building Machine and equipment 84,136,374 85,029, , ,575 Cost Approach Transportation 1,200,631 1,226,000 25,369 15,222 Cost Approach Office Equipment 389, ,282 (821) (493) Cost Approach Total 101,440, ,563,282 3,122,678 1,873, Nawa Intertech Co., Ltd. (Percentage of shareholding = %) Machine and Equipment 63,098, ,582,900 79,484,530 79,484,530 Cost Approach Total 63,098, ,582,900 79,484,530 79,484, Chemtech Co., Ltd. (Percentage of shareholding = %) 11.1 Machine and equipment at Binh Duong Province Vietnam Machine and Equipment 13,713,756 34,597,000 20,883,244 20,883,244 Cost Approach Total 13,713,756 34,597,000 20,883,244 20,883, Factory including two-story office buildings and developments (7 items) at Binh Duong Province Vietnam Asset Pro Management Company Limited Page 18 from 38

23 Building and Other 24,045,452 56,130,000 32,084,548 32,084,548 Cost Approach Constructions Total 24,045,452 56,130,000 32,084,548 32,084,548 Additional Book Value recognized from the percentage of shareholding in Subsidiaries (Baht) 9,562,823,135 Remarks : 1 Viet- Thai Plastchem Co., Ltd. has acquired the aforementioned assets (Gutter System) in July 2016 after 6 months financial report ended June 30, 2016 by the asset book value as of July 31, 2016 in which the appraiser appraised the asset with building and other constructions. 2 Grand Nawaplastic Myanmar Co., Ltd. has acquired the additional assets in July 2016 after 6 months financial report ended June 30, 2016 by the asset book value as of July 31, Asset Pro Management Company Limited Page 19 from 38

24 Adjustment on the investment in Joint Venture Companies to reflect current fair value IFA has considered value adjusted of the investment in Tien Phong Plastic Joint Stock Company (NTP) and Binh Minh Plastics Joint Stock Company (BMP) which listed in Hanoi Stock Exchange and Ho Chi Minh Stock Exchange respectively. The investments mentioned previously have booked its value into 6 months financial statement of the Company audited by the Certified Public Accountant ended June 30, 2016 (proportionate method) THB 1,062,085,672 and THB 986,288,181 consecutively. IFA has considered value adjusted of the investment in NTP and BMP at market value ended July 26, 2016 which is the last business day before the Board of Directors has the resolution to propose to the shareholder meeting to consider for delisting. In summary, the book value of investments adjusted can be calculated as follows Book value of investments adjusted in Joint Venture Companies Name Book Value ended June 30, 2016 (THB) Market Value ended June 30, 2016 (THB) Adjusted Value Increase / (Decrease) (THB) Tien Phong Plastic Joint Stock Company 1,062,084,672 1,531,758, ,673,487 (NTP) (Number of Shares hold equal to 14,773,902 shares) Binh Minh Plastics Joint Stock Company 986,288,181 2,345,743, ,359,455,406 (BMP) (Number of Shares hold equal to 9,279,049 shares) Total 2,048,372,853 3,877,501,747 1,829,128,894 Remarks : Share Price ended July 26, 2016 as follows Market price of NTP equal to Dong 64,800 per share Market price of BMP equal to Dong 158,000 per share Exchange rate equal to THB per Dong. Dividend Payment The resolution of the Board of Directors Meeting held on July 26, 2016 approved the interim dividend payment for the year 2016 totally THB 700 million or THB 0.80 per share. The Payment date was on August 24, 2016 which happened after consolidated financial statements ended of June 30, Therefore, IFA has to adjusted dividend payment from the major owner equity to reflect current value. Asset Pro Management Company Limited Page 20 From 38

25 Based on the above information, the book value of share can be adjusted as follows. Items Amount (million baht) Value of total equity attributable to owners of the parent as of June 30, , Add Increase in book value of assets value which appraised by The 9, Independent Appraisers. Add Increase in book value of investment in associated companies. 1, Minus Dividend payment (700.00) Total equity attributable to owners of the parent after adjusted 28, Number of ordinary shares (million shares) : Par THB 100 per share 875 Book value per share after adjusted (Baht per share) Based on the adjusted book value approach, the value of ordinary shares of the Company is THB per share, which is lower than the tender offer price by THB 7.35 per share or lower by 18.38% of tender offer price. 3) Market Value Approach The Market Value Approach is the valuation based on the weighted average of ordinary shares traded in the Stock Exchange including the price and volume of ordinary shares trade in the Stock Exchange. IFA has calculated the weighted average of market price using the historical period of business days until July 26, 2016, which was the last business day before the Board of Directors has the resolution to propose to the shareholder meeting to consider for delisting. Moreover, SCG Chemicals as the tender offeror has proposed to tender offer all ordinary shares of the Company that are not currently held by SCC and SCG Chemicals in order to delisting ordinary shares of the Company from the Stock Exchange with the proposed price of THB 40 per share. Therefore, the market price of shares during such period should reflect the real trend and movement of market price appropriately. The value of ordinary shares of the Company based on the market value approach is as follows. Historical period Total Trading Value (THB) Total Trading Volume (Share) Weighted average price (THB per Share) 7 business days 6,198, , business days 8,550, , business days 12,246, , business days 22,245, , business days 39,912, ,323, business days 62,486, ,068, Asset Pro Management Company Limited Page 21 From 38

26 Historical period Total Trading Value (THB) Total Trading Volume (Share) Weighted average price (THB per Share) 180 business days 83,719, ,778, business days 124,435, ,180, business days 191,781, ,514, Source : Value of ordinary shares of the Company (THB per Share) Based on the market value approach, the value of ordinary shares of the Company is THB THB per share, which is lower than the tender offer price by THB THB or lower by 22.20% % of tender offer price. 4) Price to Book Value Approach: P/BV Ratio The Price to Book Value Approach (P/BV Ratio) will reflect the value of shares based on the book value per share of the Company according to the consolidated financial statement of the Company audited by the Certified Public Accountant as of June 30, 2016, which is THB per share. This book value per share will be multiplied by P/BV Ratio, which is the average of P/BV Ratio of other 3 listed companies with similar business as the Company. IFA has used the average P/BV Ratio on July 26, 2016, which is the last business day before the Board of Directors has the resolution to propose to the shareholder meeting to consider for delisting. Moreover, SCG Chemicals as the tender offeror has proposed to tender offer all ordinary shares of the Company that are not currently held by SCC and SCG Chemicals in order to delisting ordinary shares of the Company from the Stock Exchange with the proposed price of THB 40 per share or the price specified in the Notification of the SEC Office. Currently, there are 15 companies in Petrochemicals & Chemicals Sector of SET. IFA has selected only 3 companies, which are Indorama Ventures Public Company Limited (IVL) PTT Global Chemical Public Company Limited (PTTGC) and Vinythai Public Company Limited (VNT). These 3 companies have similar business to the Company. The valuation based on the average P/BV Ratio of similar listed companies can be shown as follows. Company Average P/BV Ratio (times) 7 Days 15 Days 30 Days 60 Days 90 Days 120 Days 180 Days 240 Days 360 Days 1. IVL PTTGC VNT Asset Pro Management Company Limited Page 22 From 38