Ref. CGD 59/ Translation - February 7, 2017

Transcription

1 Ref. CGD 59/ Translation - February 7, 2017 Subject : Resolution of the Board of Directors Meeting and the convene of the Annual General Meeting of Shareholders for the year 2017 To : President The Stock Exchange of Thailand Enclosure: 1. Information Memorandum on the Acquisition of Assets and the Connected Transaction 2. Information Memorandum regarding the offering of the newly issued ordinary shares to specific investors (Private Placement) 3. Capital Increase Report Form (F53-4) Country Group Development Public Company Limited ( the Company or CGD ) would like to inform that Board of Directors Meeting No.1/2017 held on February 7, 2017 which has the material resolutions as follows 1. Approve to propose the Shareholders Meeting to approve the acquisition and entire business transfer of Profit Ventures Company Limited ( PVL ), which include all assets and liabilities of PVL as well as rights, duty, obligations and responsibilities that PVL has at business transfer date (Collectively EBT ), and the execution of the relevant agreements. The acquisition price is totaling approximately 1,069,560,703 Baht which comprised of 1) The consideration of value of the EBT is 1,022,816,000 Baht to be settled by the newly issued ordinary shares of the Company for 929,832,727 shares with the offer price of 1.10 Baht per share and 2) the costs associated with the transfer of assets approximately 46,744,703 Baht which will be paid by cash of the Company. PVL shall be dissolved after the entire business transfer to comply with the tax waiver condition of the Revenue Code The consideration value of the EBT transaction and development project s budget totaling 1, million Baht is considered the acquisition of assets transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rule of Significant Transaction Constituting an Acquisition or Disposal of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E 2547 (as amended) (collectively the Acquisition and Disposition Notification ). The highest value of total consideration of the 1

2 transaction is percent, compared to the Company s total consolidated assets as of 30 September 2016 (including with other acquisition transaction during the past six months), which is the maximum size of the calculation on the basis of the Transaction Acquisition and Disposition Notification and is considered the Acquisition Transaction Type 2 which the maximum size of the transaction is higher than 15 percent but lower than 50 percent. Therefore, the Company must disclose the acquisition information to the SET and circulate a notification to the shareholders but no need to propose for further approval from the Shareholders. However, the EBT is the acquisition of another company by the Company, in order to comply Section 107 (2) (Kor) of the Public Limited Companies Act (as amended), the Company must get approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote. Moreover, to allow the Company s shareholders has the right to consider this transaction, the Company will propose for further approval from the Shareholders Meeting by sending invitation letter to the Company s shareholder 14 days in advance and the Company requires the voting result of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be appointed an independent financial advisor in order to give the opinion of the acquisition transaction. For details please see Information Memorandum on the Acquisition of Assets and the Connected Transaction of the Company (Enclosure 1) Due to Mr.Sadawut Taechaubol Mr. Ben Taechaubol and Mr.Tommy Taechaubol (collectively Taechaubol group) as major shareholder of both CGD and both PVL. Therefore, the entire business transfer and the issue new share to settle is the connected transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551 Re: Rules on Connected Transaction and the Notification of the Office of the Securities and Exchange Commission Re: Disclosure of Information and Other Acts of Listed Company Concerning the Connected Transactions, B.E (as amended) (collectively referred to as Connected Transaction Notification ) with the Transaction s size of percent of Net Tangible Assets (NTA), calculated from the Company s consolidated financial statements as of September 30, 2016 which more than 3 percent of the Company s NTA (including with other connected transaction during the past six months). Therefore, the Company must disclose the acquisition and EBT transaction information to the SET and propose for further approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be appointed an independent financial advisor in order to give the opinion of the connected transaction. 2

3 Furthermore, the Board of Directors deems appropriate to propose to the Shareholders Meeting to consider and authorize the Board of Directors and/or the Chief Executive Officer and/or any person authorized by such person to negotiate, agree, determine, amend the details of conditions or process any necessary matters as regard the Acquisition Transaction of PVL including the signing of the Agreement, memorandums or any documents and liaison with government agencies or related regulatory agencies as well as complete any appropriate and necessary procedures However, the Company would enter into the above transactions only upon approval of the shareholders meeting to enter the above transaction and the matter in clause 2 to 4 as well as the president conditions in the entire business transfer agreement are fulfilled. In case of the Annual General Meeting of Shareholders for the year 2017 is not approve the Acquisition of Assets and the Connected Transaction as specify in clause 1, the Company shall not propose the matter in Clause 2 to 4 for consideration. And since matters in clause 2 to clause 4 are all related, therefore the consideration and approval of matter as per clause 2 to clause are all precedent conditions of one another, should any agenda has not been approved, any previously approved clause shall be void and the consideration of any outstanding agenda shall be cancel such that all matters of clause 1 to clause 4 shall be deem as have not been approved by the Shareholders Meeting. 2. Approve to propose the Shareholders Meeting to approve the decrease of the Company s registered capital from Baht 10,814,953,771 to Baht 7,336,295,227 by removing 3,478,658,544 unsold shares with a par value of Baht 1.00 per share, and the amendment to clause 4 of the Memorandum of Association to be in line with the decrease of the Company s registered capital. The details are as follows: Clause 4 Registered Capital of Baht 7,336,295,227 (Seven Billion Three Hundred Thirty Six Million Two Hundred Ninety Five Thousand Two Hundred Twenty Seven Baht) Divided into With a par value of Categorized into Ordinary shares Preference shares 7,336,295,227 Shares (Seven Billion Three Hundred Thirty Six Million Two Hundred Ninety Five Thousand Two Hundred Twenty Seven Shares) Baht 1 each 7,336,295,227 Shares (Seven Billion Three Hundred Thirty Six Million Two Hundred Ninety Five Thousand Two Hundred Twenty Seven Shares) - shares (-shares) 3

4 3. Approve to propose the Shareholders Meeting to approve the increase of the Company s registered capital from 7,336,295,227 Baht to 8,266,127,954 Baht by issuing 929,832,727 newly issued ordinary shares, with a par value of Baht 1.00 per share, for the allotment of newly issued ordinary shares to specific investors (Private Placement) for the compensation of entire business transfer of PVL, and the amendment to Clause 4 in the Memorandum of Association to be in line with the increase of the Company s registered capital. The details are as follows: Clause 4 Registered Capital of 8,266,127,954 Baht (Eight Billion Two Hundred Sixty Six Million One Hundred Twenty Seven Thousand Nine Hundred Fifty Four Baht) Divided into 8,266,127,954 Shares (Eight Billion Two Hundred Sixty Six Million One Hundred Twenty Seven Thousand Nine Hundred Fifty Four Shares) With a par value of (One Baht) each Categorized into Ordinary shares Preference shares 8,266,127,954 Shares (Eight Billion Two Hundred Sixty Six Million One Hundred Twenty Seven Thousand Nine Hundred Fifty Four Shares) - shares (-shares) 4. Approve to propose the Shareholders Meeting to approve the allocation of 929,832,727 shares of the Company s issued ordinary shares, with a par value of Baht 1.00 per share, to specific investor (Private Placement), at the offering price of Baht 1.10 per share, totaling to Baht 1,022,816,000 for paying for the entire business transfer to PVL, which value at THB 1,022,816,000 as an alternative to the cash payment (the Company will pay the cash approximately 46,744,703 Baht for the cost associated with transferring of assets with government agencies). Upon the completion of the increase of the Company s registered capital, PVL will hold percent of the Company s total paid-up capital, calculated from the Company s total paidup capital before the completion of the increase of the Company s registered capital. In accordance with the definition prescribed in the Notification of Capital Market Supervisory Board No. Tor Chor. 72/2558 Re: Approval of Offering for Sale of Newly Issue Shares by Listed Companies to the Specific Persons (the Notification TorChor. 72/2558 ), the offering and allocation of newly issued ordinary shares to specific persons through private placement shall be approved by the shareholder s meeting with specific offering price and approved by the Securities and Exchange Commission ( SEC ) before offering the newly issued shares to PP. 4

5 In consideration of the offering price at 1.10 Baht per share for PVL, it could be determine that the offering price is not lowered than 90% of the Company s market price according to the Notification Tor Chor. 72/2558. The market price consider the weighted average price of the Company s share trading on the Stock Exchange of Thailand ( SET ) during 15 consecutive business days prior to the date on which the Company s Board of Directors has passed a resolution to propose the EBT of PVL and the offering newly ordinary share to the 2017 Company s AGM, January 17th,2017 February 6th, 2017 which was equivalent to 1.10 Baht per share. Upon the completion of the transfer, PVL will be dissolved such that the entire business transfer shall comply with the tax waiver condition of the Revenue Code. Therefore, newly issued ordinary shares of 929,832,727 will be distributed to shareholders of PVL which are Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Tommy Taechaubol. Consequently, Taechaubol group s shareholding will be increased to 43.97% of total paid-up capital of the Company. For detail please see Information Memorandum regarding the offering of the newly issued ordinary shares to specific investors (Private Placement) (Enclosure 2) and Capital Increase Report Form (F 53-4) (Enclosure 2) 5. Approved the appointment S14 Advisory Company Limited to be an independent financial advisor to provide an opinion on the Acquisition Transaction and the Connected Transaction of the Company. 6. Approved to convene the Annual General Meeting of Shareholders for the year 2017 which will be held on April 27, 2017 at 9.30 a.m. at Ballroom, 4th Floor, Bliston Suwan Park View 9 Soi Tonson Ploenchit Road Lumpini Pathumwan, Bangkok, with the record date on March 16, The list of shareholders shall be compiled in accordance with section 225 of the Securities and Exchange Act, B.E (as amended)(the "SEC Act"), with the book closing date on March 17, The meeting has the following agenda: Agenda 1 Agenda 2 Approve the minutes of the Ordinary General Meeting of Shareholders for the year 2016, held on April 28, 2016 Approve the purchase and acceptance of the entire business transfer of Profit Ventures Co., Ltd. which is deem as the acquisition of assets and the connected transaction 5

6 Agenda 3 Agenda 4 Agenda 5 Agenda 6 Approve the decrease of the Company s registered capital by removing unsold shares and the amendment to clause 4 of the memorandum of association to be in line with the decrease of the Company s registered capital Approve the increase of the Company s registered capital and the amendment to Clause 4 in the memorandum of association to be in line with the increase of the Company s registered capital Approve the allocation of the Company s newly issued ordinary shares to specific investors (Private Placement), whom is deem as connected persons Other business (if any) The remaining agendas of the Annual General Meeting of Shareholders shall be determined in the Board of Directors Meeting held at the end of February 2017, then the Company will disclose the news to the Stock Exchange of Thailand. Please be informed accordingly. Yours sincerely, - Signature - (Mr. Ben Taechaubol) Director and Chief Executive Officer 6

7 "This English translation of the Acquisition and the connected transaction has been prepared solely for the purpose of facilitating the comprehension of foreign investors and shall not in any event be construed or interpreted as having effect in substitution for or supplementary to the Thai version thereof. The Thai version is the definitive and official document and shall prevail in all respects in an event of any inconsistency with this English translation. Information Memorandum on the Acquisition of Assets and the Connected transaction of COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED The Board of Directors Meeting of Country Group Development Public Company Limited ( the Company or CGD ) No. 1/2017, held on February 7 th, 2017, has passed a resolution to propose the Shareholders Meeting to approve the acquisition and entire business transfer of Profit Ventures Company Limited ( PVL ), which include all assets and liabilities of PVL as well as rights, duty, obligations and responsibilities that PVL has at business transfer date (Collectively EBT ), and the execution of the relevant agreements. The acquisition price is totaling approximately 1,069,560,703 Baht which comprised of 1) The consideration of value of the EBT is 1,022,816,000 Baht to be settled by the newly issued ordinary shares of the Company for 929,832,727 shares with the offer price of 1.10 Baht per share and 2) the costs associated with the transfer of assets approximately 46,744,703 Baht which will be paid by cash of the Company. At present, PVL does not operate its business but a major asset is the holding of land on Chachoengsao province where total areas are rai. PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. The details of the Transaction are stated below: 1. Date of the Transaction The Company will receive entire business transfer from PVL and pay for the consideration by issuing new ordinary shares and paying some cash. After the 2017 Company s Annual General Meeting of Shareholders, which will be held on April 27 st, 2017 has a resolution approving the EBT transaction. The Company expected the transaction to be completed within May The Parties involved and Relationship with the Company Transferee: Country Group Development Public Company Limited ( the Company or CGD ) Transferer: Profit Ventures Company Limited ( PVL ) Shareholders of PVL as of December 22 nd, 2016, which comprise of: Shareholders Shares % holding 1. Mr. Sadawut Taechaubol 1,016, Mr. Ben Taechaubol 1,016, Mr. Tommy Taechaubol 508, Total 2,540, Enclosure 1 1

8 Relationship with the Company The shareholders of PVL are Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Tommy Taechaubol (collectively referred to as Taechaubol Group ) which is the connected person of the Company according to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551 Re: Rules on Connected Transaction and the Notification of the Office of the Securities and Exchange Commission Re: Disclosure of Information and Other Acts of Listed Company Concerning the Connected Transactions, B.E (as amended) (collectively referred to as Connected Transaction Notification ), because Taechaubol Group is the major shareholder of CGD and PVL which holds a total of percent and 100 percent of paid-up share capital, respectively 3. General Characteristics and Size of the Transaction 3.1 Connected Transaction Notification The Company will accept the transfer of PVL s EBT which Taechaubol Group, consisted of Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Tommy Taechaubol are the shareholder and the connected person of CGD. The Company will pay the EBT acquisition price is totaling approximately 1,069,560,703 Baht which comprised of 1) The consideration value of EBT is 1,022,816,000 Baht to be settled by the newly issued ordinary shares of the Company for 929,832,727 shares at the offer price of 1.10 Baht per share and 2) the costs associated with the transfer of assets approximately 46,744,703 Baht which will be paid by cash of the Company. However, the offering of new ordinary shares is for the private placement (Private Placement) to PVL. After the Company completed the capital increase registration with the Ministry of Commerce, PVL will become a shareholder of the Company owning percent of total issued and paid-up share of the Company. PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. After distributed all assets to PVL s shareholders, the newly issued ordinary shares of the Company of 929,832,727 shares shall be distributed to PVL s shareholders as shown in details below in Clause 4 Shareholders structure before and after the EBT transaction. This offering price for the new shares in a private placement at the offer price of 1.10 Baht per share does not qualify as an offer to sell shares at a low price according to the Notification of the Capital Market Supervisory Board No. Tor Jor 72/2558 due to the offer price is a price that does not exceed 10 percent discount from the market price. The market price consider the weighted average price of the Company s share trading on the Stock Exchange of Thailand ( SET ) during 15 consecutive business days prior to the date on which the Company s Board of Directors has passed a resolution to propose the EBT of PVL and the offering newly issued ordinary share to the 2017 Company s AGM, January 17 th,2017 February 6 th, 2017 which was equivalent to 1.10 Baht per share (Information retrieved from SETSMART at of the SET). The Company expected the transaction to be completed within May 2017 and if the offer price on that period have discount exceed 10 percent from the market price (The market price consider the weighted average price of the Company s share trading on the SET during

9 consecutive business days prior to the offering date), the Group of related persons will be subjected to the silent period and may not be able to sell the Company s shares for 1 year according to the relevant regulation. The EBT of PVL is the connected transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551 Re: Rules on Connected Transaction and the Notification of the Office of the Securities and Exchange Commission Re: Disclosure of Information and Other Acts of Listed Company Concerning the Connected Transactions, B.E (as amended) (collectively referred to as Connected Transaction Notification ) with the Transaction s size of percent of Net Tangible Assets (NTA), calculated from the Company s consolidated financial statements as of September 30 th, 2016 which more than 3 percent of the Company s NTA (including with other connected transaction during the past six months). Therefore, the Company must disclose the acquiristion and EBT transaction information to the SET and propose for further approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be appointed an independent financial advisor in order to give the opinion of the connected transaction. The NTA of the Company and PVL are the following; The financial information of the Company CGD* PVL** Total Asset 11,378,498, ,769,636 Less Intangible asset (3,615,602,600) - Less Total Liabilities (5,280,312,961) (10,000) Less Non controlling interest (411,483,482) - Net Tangible Assets (NTA) 2,071,099, ,759,636 *The Company s consolidated financial statement as of 30 September **The PVL s financial statement as of 31 December 2016 which prepared by the PVL s management and at present, PVL has no operating its business. 3.2 Rules of assets acquisition of listed companies The company has realized the potential of the asset, and therefore, after the completion of EBT transaction, plans to develop an area of rai of Bang Muang Chachoengsao into Mixed-use complex with the total leasable area of 41,110 square meters, consisting of 1) Petrol station 2) Community shopping center (Community Mall) 3) Retail space, 4) Marketing community (collectively referred to Chachoengsao Project ). The company budget the project investment cost of approximately million Baht, when included with the considering aforementioned EBT of PVL in Clause 3.1 above, the total size of asset acquisition will be approximately 1, million Baht The project is located in the high potential areas with a width of 200 meters on the main road of Chachoengsao Bangprakong. The expansion of the population community and the industry's growth in the area shall support revenue generation and gernerate a solid financial performance of the company in the long run. 3

10 The company plans to divide the project into 2 phases; Phase 1 st is expected to be completed around the begining of The front area attached to the main road will be the entrance. The company plans to have petrol station at the front zone with retailers around the petrol station. Another major area next to the petro station will be Community mall zone including renters who operates restaurants and shops. The last zone of phase 1 will be Market zone for renters who organize festival booths. The total leasable area of phase 1 st is approximately 16,740 Sq.m. 4

11 Phase 2 nd is expected to open in the begining 2019 where extends from Phase 1 st includes outdoor Market zone for renter who operates fresh food, dried food, and drinks with the total leasable area of 24,370 Sq.m. 5

12 To assess the feasibility of the project, the company hired consultants who specialize in a mixed-use project to conduct market surveys, to assess purchasing power of residences around the area as well as the passer from nearby provinces compare rental income of nearby operators, and to estimate the cost of construction and internal operations of the company. According to the studies and prudent consideration of managements, the company expects that the project shall generate stable recurring income. In the financial standpoint, the company expects 6

13 project internal rate of return ( Project IRR ) of 24%, which is higher than the company s weighted average cost of capital and payback period around 6 years or with The consideration value of the EBT transaction and development project s budget totaling 1, millions Baht is considered the acquisition of assets Transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rule of Significant Transaction Constituting an Acquisition or Disposal of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E 2547 (as amended) (the Acquisition and Disposition Notification ). The value of total consideration of the transaction is percent, compared to the Company s total consolidated assets as of 30 September 2016 (including with other acquisition transaction during the past six months), which is the maximum size of the calculation on the basis of the Transaction Acquisition and Disposition Notification and is considered the Acquisition Transaction Type 2 which the maximum size of the transaction is higher than 15 percent but lower than 50 percent. Therefore, the Company must disclose the acquisition information to the SET and circulate a notification to the shareholders but no propose for further approval from the Shareholders. However, the EBT is the acquisition of another company by the Company, in order to comply Section 107 (2) (Kor) of the Public Limited Companies Act 2535 (as amended), the Company must get approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote. Moreover, to allow the Company s shareholders has the right to consider this transaction, the Company will propose for further approval from the Shareholders Meeting by sending invitation letter to the Company s shareholder 14 days in advance and the Company requires the voting result of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be appointed an independent financial advisor in order to give the opinion of the acquisition transaction. Details of the calculation of the size of transaction Criteria Method of calculation Size of transaction Total value of the consideration Net Tangible Assets (NTA) Value of shares 1,953,493,203 11,378,498, ,759,636 2,071,099, ,832,727 7,336,295, percent 9.84 percent percent Net income Can not be calculated due to PVL have net loss N/A Maximune size of transaction percent 7

14 4. Details of the acquisition of assets PVL does not operate its business but a major asset is land where total area are rai on Bang Phra Tumbol, Muang District, Chachoengsao province. The detail of PVL are as follow: Company Name: Profit Ventures Company Limited Registration: PVL registered as Company Limited on the date of 5 April 1991 Board of Directors: Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Sunthorn Taechaubol Shareholders: Name Shares % Paid-up capital 1. Mr. Sadawut Taechaubol 1,016, Mr. Ben Taechaubol 1,016, Mr. Tommy Taechaubol 508, Total 2,540, Par value: 100 Baht per share Paid-up Capital: 254,000,000 Baht consisted of 2,540,000 ordinary shares Business: At present, PVL has no operate its business but a major asset is land where total area are rai on Chachoengsao province Financial Statement: The financial statement as at December 31 st, 2016, prepared by the PVL smanagement Item Baht Cash and cash equivalent 391,106 Land 203,378,530 Total asset 203,769,636 Current liabilities 10,000 Total liabilities 10,000 Issued and paid up capital 254,000,000 Deficit loss (50,240,364) Total owner s equity 203,759,636 Subsequent to the 2017 Company s Annual General Meeting held on April 27 th, 2017 had passed the EBT transaction and PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. The Company will receive the asset of PVL (No major liabilities) are details as follow: - Major assets: Land 7 deeds on Bang Phra Tumbol, Muang District, Chachoengsao province Total 79 rai 3 ngan 63 square wah or 31,963 square wah Type of asset Land (street reclamation) Area rai 8

15 - Major liabilities: None Location Close to Chachoengsao-Bang Pra Kong Raod (Tor Lor.314) Owner Profit Ventures Company Limited ( PVL ) 1/ Book Value 203,378,530 Baht Appraisal Value 1/ 1,022,816,000 Baht Contingent None 1/ Thai Property Appraisal Lynn Phillips Co., Ltd., the appraiser in the list has been approved by the SEC, appraised dated on November 25 th, 2016, which less than 6 months since the Board of Director has resolved Shareholders structure of the Company before and after the EBT transaction can be summarized as follow: Top 10 of shareholders No of share as of December 21 st, 2016 (Befor the EBT) No of share (After the EBT) Share Percent Share Percent 1. Taechaubol Group 2,704,829, ,634,661, Mr. Sadawut Taechaubol 1,275,000, ,646,933, Mr. Ben Taechaubol 1,025,693, ,397,626, Mr. Tommy Taechaubol 404,135, ,102, Country Group Holding Pcl. 686,313, ,313, Mr. Jirasak Ponghathaikul 268,548, ,548, Mr. Songchai Achariyahiranchai 182,740, ,740, Thai NVDR Co.,Ltd. 168,975, ,975, ABN AMRO NOMINEES SINGAPORE PTE LTD 166,525, ,525, CREDIT SUISSE AG, HONG KONG BRANCH 142,000, ,000, Mr. Kasidis Himakorn 108,825, ,825, Mr. Samreang Manoonphol 97,579, ,579, Mr. Ferm Hongsanan 97,090, ,090, Other shareholders 2,712,866, ,712,866, Total 7,336,295, ,266,127, Total Value of Consideration To settle the consideration value is totaling approximately 1,069,560,703 Baht, the Company will 1) issue of 929,832,727 new ordinary shares at the offering price of 1.10 Baht per share in the totaling of 1,022,816,000 Baht and 2) The related cost regarding the transfer of assets in the amount approximately 46,744,703 Baht by cash. This offering price for the new shares in a private placement at the offer price of 1.10 Baht per share does not qualify as an 9

16 offer to sell shares at a low price according to the Notification of the Capital Market Supervisory Board No. Tor Jor 72/2558 due to the offer price is a price that does not exceed 10 percent discount from the market price. The market price consider the weighted average price of the Company s share trading on the Stock Exchange of Thailand ( SET ) during 15 consecutive business days prior to the date on which the Company s Board of Directors has passed a resolution to propose the EBT of PVL and the offering newly issued ordinary share to the 2017 Company s AGM, January 17 th,2017 February 6 th, 2017 which was equivalent to 1.10 Baht per share (Information retrieved from SETSMART at of the SET). Should the offering price of the Company s shares, has more than 10 percent discount from the market price at the issuance date (the offering date), which is expected in May 2017 (the market price is determined by volume weighted-average share price over the past 7-15 trading days prior to the offering date), the group of related person will be subjected to the silent period and may not be able to sell the Company s shares for a period of 1 year according to the relevant regulation. 6. Basis used in Determining Value of Consideration The value of consideration of the acquisition of asset and the EBT of PVL of issuing the newly issued ordinary share at the offering price of 1.10 Baht per share had negotiated and agreed with both parties which determined and based on the valuations by DCF method. This method is considering the current business of the Company; Elements Srinakarin Project, Chao Phraya Estate Project and Investment property in United Kingdom. The offering price does not exceed 10 percent of market price according to the Notification of Capital Market Advisory Board Tor Jor 72/ Value of Acquired Assets The Company will receive assets from EBT which consist of 1) Cash amount of 391,106 Baht and 2) land 79 rai 3 ngan and 63 square wah at the net book value of 203,378,530 Baht as at December 31 st, 2016 which prepared by the PVL s management and PVL has no operating its business The land has appraisal value on November 25 th, 2016 in the amount of 1,022,816,000 Baht which has been apprised by Thai Property Appraisal Lynn Phillips Co., Ltd, an appraisal of the SEC s list (The details of Assets in Clause 4). 8. Benefits from the Transaction After the completion of EBT, the Company will have the opportunity to develop potential projects. Such project will generate recurring income in the form of rental income to the company and diversify of revenue of the real estate. Moreover, this project has a Project IRR at 24% and a payback period of approximately 6 years is worth the investment in the long run period. 9. Source of Fund for the Transaction and Sufficiency of working capital 1) The Company will issue of 929,832,727 new ordinary shares at the offering price of 1.10 Baht per share totaling of 1,022,816,000 Baht to settle some consideration value for the EBT of PVL instead of cash payment. 10

17 2) The Company will pay the amount of approximately 46,744,703 Baht by cash from the Company s working capital for the related cost of the transfer of assets from PVL. 3) For the project s investment budget, the Company expects to use the source of fund consisted of 2 parts. 3.1) Loans from financial institutions of approximately 70% of the project investment or approximately million Baht and 3.2) The remaining of approximately 30% of the project investment or approximately million Baht from the Company s working capital. To include the project loan from financial institutions and total liabilities of the consolidated financial statements as of September 30, 2016, the debt to equity ratio will increase from 0.93 times to 1.05 times. However, this level is not high and does not affect the Company s operations in significant. 10. Detail of Equity Issuance as the Consideration for the Transaction To settle the consideration value on the EBT of PVL, the Company will issue of 929,832,727 new ordinary shares at the offering price of Baht 1.10 per share, which is not considered a low-priced private placement according to the Notification of Capital Market Advisory Board Tor Jor 72/2558, because the offering price has no discount from the market price, which is determined by the Company s volume weighted average share price over the last 15 trading days prior to the resolution of the Board of Directors Meeting, covering the period from January 17 th, 2017 to February 7 th, Should the offering price of the Company s shares, has more than 10 percent discount from the market price at the issuance date (the offering date), which is expected in May 2017 (the market price is determined by volume weighted-average share price over the past 7-15 trading days prior to the offering date), the group of related person will be subjected to the silent period and may not be able to sell the Company s shares for a period of 1 year according to the relevant regulation. 11. Director with vested interests and have no voting right during the Board of directors meeting Name Position 1. Mr. Sadawut Taechaubol Director/Vice Chairman 2. Mr. Ben Taechaubol Director/Chief Executive Officer The aforementioned directors are considered having vested interests and thus have not attend in the meeting agenda to consider the connected transaction in the Company s Board of directors meeting no.1/2017 which held on February 7 th, Opinion of the Board of Directors The Board of Directors (excluding the director with vested interests) has considered and reach a conclusion that the Transaction is in favor of the Company and its shareholders which can be summarized as follow: 11

18 1) This is in-line of the Company s business plan which plan to expand its business in the real estate sector. Certainly, the Company has an extensive experience and expertise in looking for invest and develop in the potential projects that leal to to add value to the Company and its shareholders in the long run period. 2) Such project has evaluated the feasibility and gets the internal rate of return of the project (Project IRR) at a higher level which is worth of investment. 3) The consideration value is considered appropriate because the value of the consideration for the EBT of PVL based on the appraised value of the acquisition asset (or land) and after the transaction the Company can develop the project immediately. 4) The transaction settlement by issuing new ordinary shares of the Company instead of cash payment. Thus the Company has no burden over significant amount of capital funding and no related financing costs which may cause unfavorable effect to the Company s performance. 13. Opinion of the Audit Committee and/or Director which is different from the Board of Directors of the Company The Audit Committee had the same opinion as the opinion of the Board of Diretors above. 14. Condition of Transaction -None- 15. Other information -None- The Company certifies that this information memorandum is accurate and complete. Mr. Ben Taechaubol Director and Chief Executive Officer 12

19 Enclosure 2 "This English translation of the Offering of the newly issued ordinary share to PP has been prepared solely for the purpose of facilitating the comprehension of foreign investors and shall not in any event be construed or interpreted as having effect in substitution for or supplementary to the Thai version thereof. The Thai version is the definitive and official document and shall prevail in all respects in an event of any inconsistency with this English translation. Information Memorandum regarding the offering of the newly issued ordinary shares to specific investors (Private Placement) of COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED 1. The information of offering transaction 1.1 The Board of Directors Meeting of Country Group Development Public Company Limited ( the Company or CGD ) No. 1/2017, held on Febaury 7 th, 2017, has passed a resolution to propose the Shareholders Meeting to approve the acquisition and entire business transfer of Profit Ventures Company Limited ( PVL ), which include all assets and liabilities of PVL as well as rights, duty, obligations and responsibilities that PVL has at business transfer date (Collectively EBT ), and the execution of the relevant agreements.(collectively referred to as EBT ). The acquisition price is approximate 1,069,560,703 Baht which comprised of 1) The consideration of value of the EBT is 1,022,816,000 Baht to be settled by the newly issued ordinary shares of the Company for 929,832,727 shares with the offer price of 1.10 Baht per share and 2) the costs associated with the transfer of assets approximately 46,744,703 Baht which will be paid by cash of the Company. At present, PVL does not operate its business but a major asset is the holding of land on Chachoengsao province where total areas are rai. PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. 1.2 The EBT of PVL is the connected transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551 Re: Rules on Connected Transaction and the Notification of the Office of the Securities and Exchange Commission Re: Disclosure of Information and Other Acts of Listed Company Concerning the Connected Transactions, B.E (as amended) (collectively referred to as Connected Transaction Notification ) with the Transaction s size of percent of Net Tangible Assets (NTA), calculated from the Company s consolidated financial statements as of 30 September, 2016 which more than 3 percent of the Company s NTA (including with other connected transaction during the past six months). Therefore, the Company must disclose the acquiristion and EBT transaction information to the SET and propose for further approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be

20 appointed an independent financial advisor in order to give the opinion of the connected transaction. 1.3 Moreover, the consideration value of the EBT transaction and project s budget totaling 1, millions Baht is considered the acquisition of assets Transaction according to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rule of Significant Transaction Constituting an Acquisition or Disposal of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E 2547 (as amended) (the Acquisition and Disposition Notification ). The value of total consideration of the transaction is percent, compared to the Company s total consolidated assets as of 30 September 2016 (including with other acquisition transaction during the past six months), which is the maximum size of the calculation on the basis of the Transaction Acquisition and Disposition Notification and is considered the Acquisition Transaction Type 2 which the maximum size of the transaction is higher than 15 percent but lower than 50 percent. Therefore, the Company must disclose the acquiristion information to the SET and circulate a notification to the shareholders but no propose for further approval from the Shareholders. However, the EBT is the acquisition of another company by the Company, in order to comply Section 107 (2) (b) of the Public Limited Companies Act, B.E (and as amended), the Company must get approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote. The company will prepare reports and disclouse relevant information related to the EBT transaction to the Stock Exchange of Thailand. The Company will send out an invitation letter to shareholders at least 14 days before the Shareholders meeting date to propose for further approval from the Shareholders Meeting with the vote of not less than 3/4 of the number of shareholders who attend the meeting and have the right to vote, excluding the shareholders with vested interests. The Company shall be appointed an independent financial advisor in order to give the opinion of the acquisition transaction. 1.4 After the Company s Annual General Meeting of Shareholders for the year 2017 (which will be held on April 27,2017) approved the EBT transaction and the Company completed the capital increase registration with the Ministry of Commerce. PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. Therefore, the newly issued ordinary shares of the Company of 929,832,727 shares shall be distributed to PVL s shareholders, consist of Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Tommy Taechaubol which are connected person with CGD. The Company expected

21 the transaction to be complete within May The information of private placement shows in the table as below. Name of PP Before the PP After the PP share Percent share Percent 1. Mr. Sadawut Taechaubol 1,275,000, ,646,933, Mr. Ben Taechaubol 1,025,693, ,397,626, Mr. Tommy Taechaubol 404,135, ,102, Total 2,704,829, ,634,661, In accordance with the definition prescribed in the Notification of Capital Market Supervisory Board No. Tor Chor. 72/2558 Re: Approval of Offering for Sale of Newly Issue Shares by Listed Companies to the Specific Persons (the Notification TorChor. 72/2558 ), the offering and allocation of newly issued ordinary shares to specific persons through private placement shall be approved by the AGM with specific offering price and approved by the Securities and Exchange Commission ( SEC ) before offering the newly issued shares to PP. 1.6 In consideration of the offering price at 1.10 Baht per share for PVL, it could be determine that the offering price is not lowered than 90% of the Company s market price according to the Notification Tor Chor. 72/2558. The market price consider the weighted average price of the Company s share trading on the Stock Exchange of Thailand ( SET ) during 15 consecutive business days prior to the date on which the Company s Board of Directors has passed a resolution to propose the EBT of PVL and the offering newly ordinary share to the 2017 Company s AGM, January 17 th,2017 February 6 th, 2017 which was equivalent to 1.10 Baht per share. 2. The list of specific investor obtaining the allotment share 2.1 Company Name: Profit Ventures Company Limited (PVL) Registration: PVL registered as Company Limited on the date of 5 April 1991 Board of Directors: Mr. Sadawut, Mr. Ben and Mr. Sunthorn Taechaubol

22 Shareholders: Name Shares % Paid-up capital 1. Mr. Sadawut Taechaubol 1,016, Mr. Ben Taechaubol 1,016, Mr. Tommy Taechaubol 508, Total 2,540, Par value: 100 Baht per share Paid-up Capital: 254,000,000 Baht consisted of 2,540,000 ordinary shares Business: At present, PVL has not operate its business but own a land with total area of rai in Chachoengsao province Financial Statement: The financial statement as of 31 December 2016, prepared by the PVL s management Item Baht Cash and cash equivalent 391,106 Land 203,378,530 Total asset 203,769,636 Current liabilities 10,000 Total liabilities 10,000 Issued and paid up capital 254,000,000 Deficit loss (50,240,364) Total owner s equity 203,759,636 After the Company s Annual General Meeting of Shareholders for the year 2017 (which will be held on April 27,2017) approved the EBT transaction and the Company completed the capital increase registration with the Ministry of Commerce, PVL shall be dissolved such that the entire business transfer complies with the tax waiver condition of the Revenue Code. Therefore, the newly issued ordinary shares of the Company of 929,832,727 shares shall be distributed to PVL s shareholders, consist of Mr. Sadawut Taechaubol, Mr. Ben Taechaubol and Mr. Tommy Taechaubol which are connected person with CGD. The Company expected the transaction to be complete within May The information of private placement shows in the below.

23 1. Mr. Sadawut Taechaubol Mr. Sadawut Taechaubol is major shareholder of the Company that holds 1,275,000,000 ordinary shares or 17.38% of total issued and paid-up shares. Currently he serves as Director of the Company and subsidiaries and Vice Chairman of the Company. The detail is show as follow: Name: Nationality: Age: Occupation: Education qualification: Work experience: Relation: Mr. Sadawut Taechaubol Thai 64 years Business man - Honorable Degree (Business Administration), Kensington University, USA. - Certificate of Commerce, Davis School, Brighton, UK. - Bachelor of Arts in Political Science, Ramkhamhaeng University 2010 Present: Vice Chairman of the Company 2014 Present: Chairman of the Country Group Holdings Pcl Present: Director of Padaeng Industry Pcl Present: Chairman of the Executive Committee and Director of MFC Asset Management Pcl. Mr. Sadawut Taechaubol is connected person of the Company in accordance with the definition prescribed in the Notification of Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 ( The regulation of Connected transactions ) due to he is the Executive officer and the major shareholder of the Company and PVL

24 2. Mr. Ben Taechaubol Mr. Ben Taechaubol is major shareholder of the Company that holds 1,025,693,333 ordinary shares or 13.98% of total issued and paid-up shares. Currently he serves as The Company and its subsidiaries director, Chief Executive Officer of the Company. The detail is show as follow: Name: Nationality: Age: Occupation: Education qualification: Work experience: Relation: 3. Mr. Tommy Taechaubol Mr. Ben Taechaubol Thai 38 years Business man - Masters in Business Administration, Sasin Graduate Institiute of Business Administration, Chulalongkorn University. - Bachelor of Laws (LLB), University of New South Wales, Sydney, Australia. - Bachelor of Commerce (BCOM), University of New South Wales, Sydney, Australia Present: Director and Chief executive officer of the Company 2013 Present: Director of Landmark Holdings Co.,Ltd. Mr. Ben Taechaubol is connected person of the Company in accordance with the definition prescribed in the Notification of Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 ( The regulation of Connected transactions ) due to he is the Executive officer and the major shareholder of the Company and PVL Mr. Tommy Taechaubol is major shareholder of the Company that holds 404,135,800 ordinary shares or 5.51% of total issued and paid-up shares. He doesn t serve any position of the Company and its subsidiaries. The detail is show as follow:

25 Name: Nationality: Age: Occupation: Education qualification: Work experience: Relation: Mr. Tommy Taechaubol Thai 32 years Business man - Masters in Business Administration, Sasin Graduate Institiute of Business Administration, Chulalongkorn University. - Bachelor of Laws (LLB), University of New South Wales, Sydney, Australia. - Bachelor of Commerce (BCOM), University of New South Wales, Sydney, Australia Present: Director, Executive Committee Member, Nomination and Remuneration Committee Member of Padaeng Industry Pcl Present: Director and Chief executive officer of the Country Group Holdings Pcl Present: Advisor to the Executive Committee of MFC Asset Management Pcl.. Mr. Tommy Taechaubol is connected person of the Company in accordance with the definition prescribed in the Notification of Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 ( The regulation of Connected transactions ) due to he is the major shareholder of the Company and PVL 3. Objective of the issuance of the shares and plan for the utilization of funds In order to acquire and do the entire business transfer of PVL, the consideration value is approximate 1,069,560,703 Baht which comprise of 1) The consideration value of the EBT transaction is 1,022,816,000 Baht to be settled by the newly issued ordinary shares of the Company for 929,832,727 shares with the offering price of 1.10 Baht per share and 2) the costs associated with the transfer of assets approximately 46,744,703 Baht which will be paid by internal cash of the Company. Therefore,