-translation- t his english translation has been prepared...

-Translation-

�This English translation has been prepared solely for the convenience of foreign shareholders of Prasit Patana

Public Company Limited and should not be relied upon as a definitive and official tender offer document of the

Offeror. The Thai version of this document is the definitive and official document for the tender offer and shall

prevail in all respects in the event of any inconsistency with the English translation.�

Tender offer to purchase securities

(for delisting securities)

of

Prasit Patana Public Company Limited

by

Tender Offeror

Bangkok Dusit Medical Services Public Company Limited

Tender Offer Preparer and Tender Offer Agent

Maybank Kim Eng Securities (Thailand) Public Company Limited

Table of contents

Page

Part 1 Significant elements of the tender offer _________________________________________ ____ 1

Part 2 Details of the Offeror ______________________________________________________ ____ 6

1. Information about the Offeror ____ 6

2. Information about the Tender Offer Preparer ____ 10

3. Information about other advisors ____ 10

4. Relationship between the Offeror and the Business, major shareholders or directors of the

Business ____ 10

5. Other relevant information for the securities holders' decision making ____ 13

Part 3 Details of the Business ____ 15

1. Information about the Business ____ 15

2. Business plan after the tender offer ____ 18

Part 4 Additional details of the tender offer ____ 22

1. Tender offer acceptance procedure ____ 22

2. Procedure for purchase of securities ____ 26

3. Settlement and payment procedure ____ 27

4. Right of securities holders who have expressed their intention to tender their securities__ 29

5. Conditions for cancellation of tender offer acceptance ____ 29

6. Determination of tender offer price ____ 32

7. Acquisition of securities prior to the tender offer ____ 33

Part 5 Certification of the information ____ 34

Appendix A Tender offer acceptance procedure and relevant forms

Appendix B Procedure and relevant forms for revocation of tender offer acceptance

Appendix C Tender offer acceptance procedure and relevant forms for Non-Voting Depository Receipt

(NVDR)

Appendix D Request form for rectifying items in the securities holder record

Attachment 1 Financial statements and notes to financial statements of the Offeror

Attachment 2 Calculation of fair value of the Business by the Financial Advisor

Tender Offer of Prasit Patana Public Company Limited Form 247-4

1

Tender Offer for Securities of Prasit Patana Public Company Limited

(The offer specified in this tender offer is the final tender offer price and the final tender offer period)

Attention: Securities holders of Prasit Patana Public Company Limited

I, Bangkok Dusit Medical Services Public Company Limited, hereby offer to purchase the securities

of Prasit Patana Public Company Limited with details as follows:

Part 1

Significant elements of the tender offer

1. Date of submission of the tender offer

6 February 2012

2. Name of the Offeror

Bangkok Dusit Medical Services Public Company Limited (<the Offeror= or <BGH=)

3. Name of the Tender Offer Preparer

Maybank Kim Eng Securities (Thailand) Public Company Limited (<Tender Offeror Preparer= or <Tender Offer

Agent= or <Financial Advisor=)

4. Objective of making the tender offer

Pursuant to BGHBs tender offer of all securities in Prasit Patana Public Company Limited (<the Business= or

<PYT=) in April to May 2011, which was a result of the purchase and transfer of the entire business of Health

Network Public Company Limited (<Health Network=) in accordance with the Annual General ShareholdersB

Meeting of BGH No. 1/2011, held on 24 February 2011 which approved to enter into the entire business

transfer with Health Network and the tender offer of all securities in PYT, BGH is currently the shareholder,

holding 2,274,402,779 shares, representing approximately 97.14 per cent of the total issued shares of PYT.

In addition, after taking into account the relevant facts and rationale as set out below, the meeting of BGHBs

Board of Directors No. 11/2011 held on 30 November 2011 therefore resolved to approve a tender offer for

all remaining securities in PYT for the purpose of delisting of PYT's securities from the Stock Exchange of

Thailand (the "SET").

(a) The company viewed that at present and in the near future, PYT would not be required to raise

fund from the public through the SET given that PYT is a subsidiary company, in which BGH holds


2

almost all of the shares. Thus, the upcoming fund raising activities of PYT can be done through

BGH as the major shareholder which is capable of undertaking such activities.

(b) As at 30 September 2011, PYT has a total of 3,255 minority shareholders, holding the aggregate

number of ordinary shares of approximately 2.86 per cent of the total paid-up capital of PYT,

which is not in accordance with the requirement of the Notification of the Board of Governors of

the SET Re: Maintaining the Status of Listed Companies in the Exchange, 2001, which requires

that the listed company shall maintain its qualification with respect to the share distribution so that

its ordinary shares are held by not less than 150 minority shareholders, holding the aggregate

number of not less than 15 per cent of the paid-up capital of the listed company.

(c) The delisting of PYT's securities from the SET will help in decreasing the annual fees and any

expenses which may be incurred by PYT in connection with the maintenance of qualifications as

listed company on the SET.

5. Type and class of the securities offered to purchase

As of the date of submission of the tender offer, the Business has only one type of securities, which is the

ordinary share. The Business has a total of 2,341,274,292 issued and paid-up ordinary shares. The Offeror

will make a tender offer to purchase all remaining 66,871,513 shares of the Business, representing 2.86 per

cent of the BusinessBs total voting rights. The Offeror will only purchase ordinary shares of the Business

which are entitled by the Offerees and free from any pledge or encumbrance.

6. Tender offer price

The tender offer price is 4.57 Baht (Four Baht and Fifty Seven Satang) per share. The Offeree will bear a

brokerage commission of 0.25 per cent of the offer price plus 7 percent of value added tax (VAT) on such

brokerage commission. Thus, the net proceed to the Offeree is 4.557775 Baht (four point five five seven

seven seven five) per share. Such tender offer price is:

( X ) the final offer which will not be changed (unless falling within the conditions stated in Clause 8).

( ) not the final offer and the Offeror may change the offering price.

Under the Revenue Code, the Tender Offer Agent will deduct a withholding tax of 15 per cent of the capital

gain for the Offeree who is a foreign juristic person not carrying on business in Thailand, except in case the

Offeree can present to the Tender Offer Agent that the Offeree is a foreign juristic person residing in a


3

country that has entered into a double taxation treaty with Thailand specifying the exemption of tax imposed

on a capital gain from share sale in Thailand.

The withholding tax will be calculated from the capital gain (the difference between the tender offer price

and the cost basis). The Offeree must declare the cost basis to the Tender Offer Agent by completing a form

attached in Appendix A.3 for ordinary shares and Appendix C.3 for NVDR. If the Offerees do not inform their

costs of shares to the Tender Offer Agent, the Tender Offer Agent will determine the withholding tax based

on the entire proceed of the sale of the shares and deduct the withholding tax accordingly.

Thai Juristic Person is responsible for 3 per cent withholding tax on the commission fee and must issue a

withholding tax certificate to the Tender Offer Agent, which is Maybank Kim Eng Securities (Thailand) Plc.

7. Tender offer period

The tender offer period will be a total of 45 business days from 7 February to 11 April 2012 during the hours

of 9.00 a.m. to 4.30 p.m. on every business day of Tender Offer Agent .This tender offer period is:

( X ) the final period, which will not be extended (unless falling within the conditions notified in Clause 8).

( ) not the final period and the Offeror may extend the tender offer period.

8. Conditions for change in the tender offer

( ) no condition

( X ) conditions for change in the Tender Offer are as follows:

( X ) the Offeror may reduce the tender offer price or extend the tender offer period if any event

having a material adverse effect on the Business's status or assets occurs during the tender

offer period.

( X ) the Offeror may change the tender offer or extend the tender offer period to compete with

another person if that person has submitted a tender offer for securities of the Business during

the tender offer period.

9. Conditions for cancellation of the tender offer

The Offeror may cancel the tender offer on the occurrence of one or more of the following events:

1. any event or action occurring after the submission of the tender offer to the Office of the Securities

and Exchange Commission (the <SEC=) but before the last day of the tender offer period, which


4

cause or may cause material damage to a status or assets of the Business, where such event or

action is not the result of the OfferorBs actions or actions under its responsibilities;

2. any action performed by the Business after the submission of the Tender Offer to the SEC but

before the end of the tender offer period, which causes a material decrease in the value of the

BusinessBs ordinary shares; or

3. any action performed by the Business which may affect the tender offer in accordance with the

Notification of the Capital Market Supervisory Board No. Tor Jor 14/2554 Re: Actions or exceptions

of actions that may impact the tender offer of a business.

10. The offer period that the securities holders can revoke their tender offer acceptance

The Offerees can revoke their acceptance of tender offer from 7 February to 5 March 2012, collectively 20

business days starting from the first date of the tender offer period, during the hours of 9.00 a.m. to 4.30 p.m.

on every business day of Tender Offer Agent.

11. The allocation for the tender offer if the number of shares to be sold is more or less than the number of

shares to be tendered

Not applicable in this case as the Offeror will purchase all securities that the Offerees have intention to sell in

this tender offer.

12. Sources of fund to finance the tender offer

In the case where all shareholders of the Business have intention to sell all remaining ordinary shares in the

Business, equal to 66,871,513 shares, the Offeror will require funding of 305,602,814.41 Baht in total. The

source of fund for the tender offer will come from the OfferorBs internal cash flow. The Tender Offer Preparer

has considered the OfferorBs nature of business, size and financial structure, and opined that the Offeror has

sufficient fund for making this tender offer.

13. Name of the Tender Offer Agent

Name : Maybank Kim Eng Securities (Thailand) Plc.

Address : The Offices at Central World, 20th Fl.,

999/9 Rama 1 Road, Pathumwan, Bangkok 10330

Telephone : 0-2658-6300

Fax : 0-2658-6862


5

Contact persons : Khun Tanee Temboonsak Ext. 1780

Khun Worapong Singha Ext. 1781

Khun Naruechone Athithanabune Ext. 1716

14. Payment Date

1. The Offerees will receive the payment for the tendered shares on the third business day after

submission of the tender offer acceptance form provided that the form is accurate and completed

and the securities transfer is valid. In this case the Offerees shall not be entitled to cancel their

intention of accepting the tender offer within a prescribed period.

2. The Offerees will receive the payment for the tendered shares on the third business day after then

end of the tender offer period provided that the form is accurate and completed and the securities

transfer is valid. (The last day of the tender offer period is 11 April 2012 and the third business day

from the end of the tender offer period is 18 April 2012). In this case, the Offerrees are still able to

cancel their intention of accepting the tender offer within a prescribed period.


6

Part 2

Details of the Offeror

1. Information about the Offeror

1.1 General information

Name : Bangkok Dusit Medical Services Public Company Limited

Address : 2 Soi Soonvijai 7, New Petchaburi Rd., Bangkapi, Huaykwang, Bangkok, 10310

Telephone : 02-310-3000

Registered number : 0107537000025

1.2 Business information and other details

1.2.1 Nature of business operation

BGH was registered its incorporation on 30 October 1969 under the name of Bangkok Dusit Medical

Services Company Limited with an initial registered capital of 10 million Baht. On 26 February 1972,

<Bangkok Hospital= commenced operations. BGH was listed on the SET on 2 October 1991 and registered

its conversion to public company limited in 1994. Presently, BGH has a registered capital of 1,553.39

million Baht in total with an issued and paid-up capital of 1,545.46 million Baht.

BGH is a leading private hospital business enterprise in Thailand, offering medical services through 6

hospital brands, namely:

1. Bangkok Hospital Group, comprising 13 hospitals in Bangkok and other provinces

2. Samitivej Hospital Group, comprising 3 hospitals in Bangkok and Chonburi

3. BNH Hospital, operating one hospital in Bangkok

4. Royal Hospital Group, comprising 2 hospitals in Cambodia

5. Phyathai Hospital Group, comprising 4 hospitals in Bangkok and Chonburi

6. Paolo Memorial Hospital Group, comprising 4 hospitals in Bangkok and Samutprakan

BGH has also invested in other businesses related to medical treatment which are all prepared to support

the services of all hospitals in the group such as bio molecular lab service, production and distribution of

medicines, saline solution and medical supplies and air patient transportation service etc.

1.2.2 Registered capital and paid-up capital

As of the date of submission of the tender offer, BGH has a registered capital of 1,533.39 million Baht and

an issued and paid-up capital of 1,545.46 million Baht.


7

1.2.3 List of shareholders

BGHBs list of shareholders as of 8 April 2011 (the latest date of share register book closure), whereby the

issued and paid-up ordinary shares as of 8 April 2011 are 1,481,034,204 shares, was adjusted by the

following items:

1. BGHBs capital-increase shares of 64,366,277 shares which were used as compensation to PYTBs

shareholders who opted to receive BGHBs new shares as compensation for their acceptance of the

tender offer of PYTBs shares, pursuant to the tender offer of PYT submitted to the SEC by BGH on 7

April 2011

2. BGHBs capital-increase share of 58,402 shares as a result of the exercise of the right to convert

BGHBs convertible debentures No. 1/2011

Name No. of shares % of total issued

shares

% of total voting

rights

1. Group of Mr. Prasert Prasarttong-

Osoth, M.D./1

290,754,253 18.81 18.81

2. Mr. Vichai Thongtang and spouse 211,518,748 13.69 13.69

3. Mr. Satit Viddayakorn and spouse 148,182,798 9.59 9.59

4. Viriyah Insurance Co., Ltd. 100,261,163 6.49 6.49

5. Miss Poramaporn Prasarttong L

Osoth, M.D.

48,890,407 3.16 3.16

6. Mr. Chirotchana Suchato, M.D.

and spouse

39,273,009 2.54 2.54

7. STATE STREET BANK AND

TRUST COMPANY FOR LONDON

34,295,536 2.22 2.22

8. Mr. Chuladej Yossundharakul,

M.D. and spouse

27,565,795 1.78 1.78

9. Miss Sirikanya Apimonbuch 20,411,510 1.32 1.32

10. PYTBs shareholders who accepted

the tender offer in 2011

64,366,277 4.16 4.16

11. Convertible debenture holders

who exercised the conversion

right

58,402 0.00 0.00

12. Other shareholders 559,880,985 36.23 36.23

Total 1,545,458,883 100.00 100.00


8

Note: /1 Group of Mr. Prasert Prasarttong-Osoth, M.D. comprises

i) Mr. Prasert Prasarttong-Osoth, M.D. and spouse, holding 177,098,984 shares as of 20 Dec 11, the date on

which the shareholders purchased additional shares after the date of the share register book closure;

ii) Bangkok Airways Co., Ltd., holding 96,655,269 shares; and

iii) Bangkok Airways Holding Co., Ltd., holding 17,000,000 shares.

1.2.4 List of board of directors

The list of board of directors of BGH as of 30 November 2011 is as follows:

Name Position

1. Professor Emeritus Arun Pausawasdi, M.D. Chairman and independent director

2. Mr. Prasert Prasartthong-Osoth, M.D. CEO and President

3. Mr. Pongsak Viddyakorn, M.D. Director

4. Mr. Wallop Adhikomprapa Director

5. Mr. Pradit Theekakul Director

6. Mr. Chirotchana Sucharto, M.D. Director

7. Mr. Chuladej Yossundharakul, M.D. Director

8. Mr. Thavatvong Thanasumitra Director

9. Mr. Chatree Duangnet, M.D. Director

10. Mr. Vichai Thongtang Director

11. Miss Kananoot Lekwijit Director

12. Professor Emeritus Santasiri Sornmani, M.D. Independent director

13. Dr. Somchai Sujjapongse Independent director

14. Mr. Sripop Sarasas Independent director

15. Mr. Chavalit Sethameteekul Independent director

1.2.5 Summary of financial status and operating performance

The summary of financial status and operating performance for 2008 L 2010 and the 9-month period of

2011, audited/reviewed by the auditor of the Offeror is as follows:


9

Unit: Million Baht 2008 2009 2010 9 month of 2011

Total assets 27,931 30,359 32,197 56,821

Total liabilities 14,943 15,612 15,914 25,126

ShareholdersB equity 12,413 14,151 15,634 30,309

Registered capital 1,312 1,312 1,312 1,553

Issued and paid-up capital 1,214 1,214 1,246 1,545

Total revenue 21,652 21,974 24,051 27,358

Total expenses 18,779 19,203 20,607 22,274

Net Profit attributable to

equity holders of the

company

1,662 1,725 2,295 3,495

Earnings per share (Baht) 1.37 1.42 1.88 2.44

Dividend per share (Baht) 0.60 0.70 0.80 -

Book value per share (Baht) 10.22 11.65 12.55 19.61

Note: Securities holders can find additional details on financial statements and other information of the Offeror in the SECBs

website (www.sec.or.th) or the SETBs website (www.set.or.th).

1.2.6 Material obligations based on the auditor:s notes to financial statements

- None -

1.2.7 Criminal offense record

- None -

1.2.8 Pending legal disputes

The Offeror has no lawsuit or legal dispute being under prosecution or being sued which may adversely

affect the companyBs financial status and/or operating performance and/or business operation in material

respects other than the information expressed in Clause 20 Re: Litigation in the notes to financial

statements ended 30 September 2011, reviewed by Ernst & Young Office Limited detailed as follows:

In the second quarter of 2011, 5 shareholders of the Offeror, who held a total of 25,067 shares, or 0.0017

per cent of total issued and paid-up shares as of 8 April 2011, filed a petition with the Court requesting the

cancellation of the resolutions passed by 2011 Annual General ShareholdersB Meeting of BGH on the

grounds that the meeting was illegal and contrary to the company's articles of association because of a


10

change in the voting method. The OfferorBs legal counselor gathered information, including the procedures

for arranging meetings, and concluded that BGH had complied with its articles of association and the

regulations of the SET generally practiced by listed companies, and that the meeting was legally

conducted in all respects and had taken into account the legal rights of every shareholder. The case is in

legal process, but BGHBs management expects that this case will not result in changes to such resolutions.

2. Information about the Tender Offer Preparer

Name : Maybank Kim Eng Securities (Thailand) Plc.

Address : The Offices at Central World, 20th Fl.,


Telephone : 0-2658-6300

Fax : 0-2658-6862

3. Information about other advisors

Name : Thanathip & Partners Legal Counsellors Limited

Address : 17th Floor, Tonson Tower

900 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330

Telephone : 0-2689-4900

Fax : 0-2689-4910

4. Relationship between the Offeror and the Business, major shareholders or directors of the Business

4.1 Summary of contracts/agreements/memorandum of understanding made by the Offeror prior to submission

of the tender offer for the purpose of buying and selling the Business:s securities in material respects,

irrespective of whether such contracts/agreements/memorandum of understanding were entered into for the

purpose of buying and selling the securities under the tender offer

- None -

4.2 Shareholding, either direct or indirect, by the Offeror or its authorized persons (in case an offeror is a juristic

person) in the Business or the Business's major shareholders (in case a business:s major shareholders are

juristic persons)

As of the submission date of the tender offer, BGH holds 2,274,402,779 shares in the Business, representing

97.14 per cent of the total issued shares of the Business.


11

4.3 Shareholding, either direct or indirect, by the Business or its major shareholders or directors in the Offeror

(In case an offeror is a juristic person)

PYT:s directors

No. of BGH:s

shares held by

the directors

% of BGH:s total issued

shares

% of BGH:s total

voting rights

1. Mr. Vichai Thongtang and

spouse

211,518,748 13.69 13.69

2. Mr. Pongsak Viddyakorn, M.D.

13,544,700 0.88 0.88

3. Mr. Siri Ganjarerndee - - -

4. Mr. Att Thongtang 7,826,507 0.51 0.51

5. Mr. Itti Thongtang 7,826,507 0.51 0.51

6. Mr. Paiboon Fuengfuskul - - -

7. Mr. Pradit Theekakul 3,120,000 0.20 0.20

8. Mrs.Narumol Noi-am - - -

9. Mrs. Phornsiri Manoharn - - -

10. Mr. Chavalit Saleepol - - -

11. POL.MAJ.GEN.

Chumsak Pruksapong

- - -

12. Mr. Nuttawut Phowbarom - - -

Note: The information of Mr. Pongsak Viddyakorn, M.D. , Mr. Pradit Theekakul and Mrs. Narumol Noi-am is as of 20 Dec 11 while

the information of other directors is as of 31 Dec 11

4.4 Other forms of relationships

4.4.1 Common directors of the Offeror and the Business

Name Position in the Offeror Position in the Business

1. Mr. Pongsak Viddyakorn, M.D. Director Director

2. Mr. Pradit Theekakul Director Director

3. Mr. Vichai Thongtang Director Chairman


12

4.4.2 Related transactions between the Offeror and the Business

The BusinessB related transactions with the Offeror or the persons under Section 258 of the Offeror for the

9-month period ended 30 September 2011are as follows:

Items in PYT:s consolidated

financial statement

Company entering into the transaction with the

Business

Transaction value

(Million Baht)

BGH -

Companies in Paolo Memorial Hospital Group 11.59 Revenue from hospital operation

Other persons under Section 258 of BGH -

BGH -

Companies in Paolo Memorial Hospital Group 10.00 Management fee income


BGH -

Companies in Paolo Memorial Hospital Group 7.95 Other incomes

Other persons under Section 258 of BGH 0.20

BGH -

Companies in Paolo Memorial Hospital Group 0.18 Cost of hospital operation


BGH 4.58

Companies in Paolo Memorial Hospital Group - Financial expenses


BGH -

Companies in Paolo Memorial Hospital Group 2.32 Trade accounts receivable


BGH -

Companies in Paolo Memorial Hospital Group 1.07 Other accounts receivable


BGH -

Companies in Paolo Memorial Hospital Group - Trade accounts payable


BGH -

Other accounts payable Companies in Paolo Memorial Hospital Group 0.10


13

Items in PYT:s consolidated

financial statement

Company entering into the transaction with the

Business

Transaction value

(Million Baht)


Note: Companies in Paolo Memorial Hospital Group comprise Paolo Medic Co., Ltd., Paolo Samutprakarn Co., Ltd., Siam

Medical Co., Ltd. and Thai Medical Center Plc. Prior to entering into the entire business transfer of Health Network

pursuant to the resolution of BGHBs Annual General ShareholdersB Meeting No. 1/2011, held on 24 February 2011,

the shares in the companies in Paolo Memorial Hospital Group were held by Health Network and these companies

had already entered into related transactions with the Business. After the entire business transfer, the companies in

Paolo Memorial Hospital Group have become subsidiaries of BGH.

5. Other relevant information for the securities holders' decision making

5.1 Securities held by the Offeror before the tender offer and securities to be acquired in the future under other

agreements

5.1.1 Shares as of the date of submission of the tender offer

Name Type of

shares

No. of share % of the Business:s

total issued shares

% of the Business:s

total voting rights

I. Offeror

Bangkok Dusit Medical

Services Plc.

Ordinary

share

2,274,402,779 97.14 97.14

II. Persons in the same group

as the Offeror

- - - -

III. Persons under Section 258

of the persons specified in

I and II

- - - -

IV. Other agreements for

additional share

acquisition by persons

specified in I - III

- - - -

Total 2,274,402,779 97.14 97.14

5.1.2 Other convertible securities

- None -


14

5.2 Sources of fund to finance the tender offer

In the case where all shareholders of the Business have intention to sell all remaining ordinary shares in

the Business, equal to 66,871,513 shares, the Offeror will require funding of 305,602,814.41 Baht in total.

The source of fund for the tender offer will come from the OfferorBs internal cash flow. The Tender Offeror

Preparer has considered the OfferorBs nature of business, size and financial structure and opined that the

Offeror has sufficient fund for making this tender offer.

5.3 Plan to sell off shares of the business

Currently, the Offeror does not have any intention to dispose of the BusinessB shares during the 12-

month period following the end of tender offer period; except for the purpose of complying with any legal

and regulatory requirements then in force, or as a result of a shareholding restructuring or a corporate

reorganization within the OfferorBs group of companies after the tender offer, or a transfer of shares by

the Offeror to its companies in the group or to individuals in necessary to comply with the requirement on

maintenance of the status of a public company under the Public Limited Company Act, which requires at

least 15 shareholders in a public limited company.

5.4 Other essential information

- None -


15

Part 3

Details of the Business

1. Information about the Business

1.1 General information

Name : Prasit Patana Public Company Limited

Address : 943, Phaholyothin Road, Samsennai, Phyathai, Bangkok 10400

Telephone : 02-617-2444

Registered number : 0107535000010

1.2 Nature of business operation

PYT was registered its incorporation on 14 January 1974, with a registered capital of 10 million Baht, to

operate in hospital business under the name <Phyathai Hospital=. Its operation commenced on 30 July 1976.

PYT was registered its conversion to public company limited on 18 June 1992 and listed on the SET in 1993.

Presently, the Business has a registered capital of 2,341.27 million Baht with an issued and paid-up capital

of 2,341.27 million Baht. Nevertheless, PYT, currently, is classified as a listed company under non performing

group (NPG) - Stage 1. As a consequence, PYTBs shares cannot be traded normally in the SET.

PYT is organized as a holding company by holding shares in four companies in hospital business, namely

Phyathai 1 Hospital Company Limited (<PYT 1=), Phyathai 2 Hospital Company Limited (<PYT 2=), Phyathai 3

Hospital Company Limited (<PYT 3=) and Sriracha Nakorn General Hospital Public Company Limited, having

the same management team and business policy. However, each hospital is flexible in determining its

appropriate measures and strategies to be in accordance with competitive conditions of each hospital. PYT

also invests in other hospitals and non-hospital businesses in which PYT does not have a control or which

are not in operation. PYTBs investment can be summarized as follows:

1. Main hospital business comprises PYT 1, operating Phyathai 1 Hospital, PYT 2, operating Phyathai 2

Hospital, PYT 3, operating Phyathai 3 Hospital, and PYTS, operating Phyathai Sriracha Hospital

2. Other hospital businesses comprise Udon Patana (1994) Co, Ltd., operating Ake Udon Hospital and

Phuket International hospital Co., Ltd., operating Phuket International Hospital

3. Other businesses not controlled by PYT comprise Prasitthirat Co., Ltd., operating Rangsit University

mainly

4. Companies with ceased operations comprise Phyathai 4 Hospital (Phetchaburi Road) Co., Ltd.,

Phuket Hospital Plc., Phuket Paradise Co., Ltd., Klass-V Co., Ltd. and Phyathai Herbs Co., Ltd.


16

1.3 Summary of financial status and operating performance

The summary of financial status and operating performance for 2008 L 2010 and the 9-month period of 2011,

audited/reviewed by the auditor of the Business is as follows:

Unit: Million Baht 2008 2009 2010 9 month of 2011

Total assets 6,185 6,962 8,163 8,660

Total liabilities 5,085 4,930 5,457 5,638

ShareholdersB equity 982 1,951 2,126 2,507

Registered capital 2,732 2,732 2,732 2,732

Issued and paid-up capital 1,732 2,341 2,341 2,341

Total revenue 5,363 5,483 7,039 5,675

Total expenses 4,776 4,824 5,694 4,567

Net Profit attributable to equity

holders of the company

280 361 705 597

Earnings per share (Baht) 0.16 0.16 0.30 0.25

Dividend per share (Baht) - - - -

Book value per share (Baht) 0.57 0.83 0.91 1.07

Note: Securities holders can find additional details on financial statements and other information of the Business in the

SECBs website (www.sec.or.th) or the SETBs website (www.set.or.th).

1.4 Shareholding structure

1.4.1 The Business: top ten shareholders shown in the latest share register book as of 20 December 2011


shares

% of total voting

rights

1. Bangkok Dusit Medical Services Plc. 2,274,402,779 97.14 97.14

2. Mrs. Boonnam Urairat 1,942,648 0.08 0.08

3. Delta Engineering Construction Plc. 1,789,536 0.08 0.08

4. Khunying Wirat Chamanan 1,320,000 0.06 0.06

5. Miss Supap Boon-achathon 972,400 0.04 0.04

6. Miss Wipaporn Nilsopho 957,500 0.04 0.04

7. Mrs. Sumalee Boonpojanasoontor 853,000 0.04 0.04

8. Mrs. Pranee Patanapolkornsaku 704,182 0.03 0.03


17


shares

% of total voting

rights

9. Delta Holdings Co., Ltd 677,804 0.03 0.03

10. Mr. Luerat Kom-sawadichai 598,469 0.03 0.03

Total top ten shareholders 2,284,218,318 97.56 97.56

Other shareholders 57,055,974 2.44 2.44

Total 2,341,274,292 100.00 100.00

1.4.2 Expected shareholding structure after the tender offer

In the case where all shareholders of the Business accept the tender offer, the Offeror will hold shares in

the Business of 100.00 per cent of the total issued shares of the Business after the Tender Offer and the

Offeror may be required to transfer some shares to companies in its group or to individuals to be in

accordance with the maintenance of status of a public company pursuant to the Public Limited Company

Act which requires at least 15 shareholders in a public limited company.


shares

% of total voting

rights

1. Bangkok Dusit Medical Services Plc. 2,341,274,278 100.00 100.00

2. 14 companies in BGHBs group or

individuals

14 0.00 0.00

Total 2,341,274,292 100.00 100.00

In the case where no shareholder accepts the tender offer, the shareholding structure of the Business after

the tender offer will be the same as that explained in Clause 1.4.1 above whereby BGH still holds shares in

PYT at 97.14 per cent of the total number of issued shares of the Business.

1.5 List of board of directors of the Business as set out in the latest director register and expected list of board

of directors post tender offer

1.5.1 List of board of directors of PYT as of 30 November 2011

Name Position

1. Mr. Vichai Thongtang Chairman

2. Mr. Pongsak Viddyakorn, M.D. Director

3. Mr. Siri Ganjarerndee Director


18

Name Position

4. Mr. Att Thongtang Director

5. Mr. Itti Thongtang Director

6. Mr. Paiboon Fuengfuskul Director

7. Mr. Pradit Theekakul Director

8. Mrs.Narumol Noi-am Director

9. Mrs. Phornsiri Manoharn Independent director

10. Mr. Chavalit Saleepol Independent director

11. POL.MAJ.GEN. Chumsak Pruksapong Independent director

12. Mr. Nuttawut Phowbarom Independent director

1.5.2 Expected list of board of directors after the tender offer

The Offeror does not intend to change the list of directors of the Business after the tender offer, except for

changes as a result of retirement at the end of terms or resignation.

1.6 The highest and lowest prices of the Business:s share in each quarter over the past 3 years

- None -

This is because PYT has been classified as a company under non performing group (NPG) - Stage 1 and

that PYTBs shares are not traded in the SET.

2. Business plan after the tender offer

2.1 Status of the Business

PYTBs Extraordinary General ShareholdersB Meeting No. 1/2012, held on 16 January 2012 resolved to

approve the delisting of the BusinessBs shares from the SET. After the tender offer has completed and the

SET has approved the delisting of the BusinessBs shares from the SET, PYTBs status as a listed company in

the SET will be ceased. However, PYT remains a public limited company and continues to operate its

hospital business.

This tender offer is a tender offer for delisting PYTBs securities from the SET. Therefore, after the SET has

completely approved the delisting, PYTBs shareholders who did not accept the tender offer will be subject to

major impacts as follows:


19

1. Shareholders will encounter a lack of trading liquidity and a lack of market price to be a benchmark

for trading the shares since there will be no secondary market in which the BusinessBs shares can

be traded

2. Shareholders who are individual persons will not be entitled to the tax exemption with respect to

capital gain

3. Shareholders may have a limited chance to generate a return on investment in the form of capital

gain because there will be no secondary market and trading liquidity. The shareholders who wish to

sell their shares will have to find a buyer by themselves. As such, the shareholders will receive the

return on investment mainly in form of dividend from the Business

4. Shareholders of the Business may obtain less information about the Business since the Business will

no longer have to comply with the disclosure requirement stipulated by related regulations

In addition, in the case that after the tender offer, other shareholders of the Business, who are not

the Offeror and related persons of the Offeror, hold an aggregate share not exceeding 5.00 per cent

of the total issued shares of the Business or the number of securities holders of all security types in

aggregate is less than 100, the Business will not have the duty to prepare and submit its financial

statements and reports on its financial position and operating results, including reports on securities

holding of executives and auditors to the SEC. The information to be disclosed by the Business to

the shareholders, therefore, may be significantly lesser than current situation.

Nonetheless, PYT, in its capacity as a public company, has the duty to disclose and submit the

information as regulated under the Public Limited Company Act B.E. 2535 (as amended), such as

annual reports etc.

2.2 Policies and plans of business operations

Over the 12-month period from the end of the tender offer period, the Offeror intends to continue the existing

hospital operation of the Business and the Tender Offeror has no plan to dispose the core assets of the

Business.

The Offeror has a policy to operate business using hospital network strategy in order to optimize the groupBs

benefits. For example, common operations, such as accounting, finance, human resource, procurement and

other supporting functions, will be integrated; intra-group referral of patients will be initiated; resources,

equipments, medical equipments and laboratories will be shared among members within the group; and the


20

financial policy and structure will be planned together. However, the Offeror intends that each hospital is

flexible in determining its appropriate measures and strategies to be in accordance with competitive

conditions of each hospital. Regarding dividend payment policy, the Offeror has no intention to change the

BusinessBs current dividend payment policy.

In conclusion, the BusinessBs policies or business plans which are expected to be changed over 12-month

period from the end of the tender offer period are as follows:

- Business objectives: No change

- Business management: Resources and/or necessary common operations to be shared within the group,

such as laboratories/medical equipments, procurement and human resource

- Disposal of assets: No policy on disposal of core assets of the Business or its subsidiaries

- Financial structure:

1. Use the cash pooling system with BHG group for the purpose of liquidity management

2. Borrow money from BGH - the Business and/or its subsidiaries will benefit by receiving a lower

interest rate than directly borrowing from financial institutions because BGH has stronger financial

position than PYT; therefore, BGH can receive a better competitive interest rate

3. Provide loans to BGH in case the Business and/or its subsidiaries have sufficient liquidity

- Dividend policy: No change

2.3 Related transactions

At present, a significant related transaction between the Business and the Offeror is the loan guarantee

transaction. BGH has guaranteed the BusinessBs long-term loan facility with a bank for a credit line of not

exceeding 1,830.00 million Baht. BGH has charged a guarantee fee to the Business at a rate of 0.5 per cent

per annum of the guaranteed amount. The Business and/or its subsidiaries have benefited from this

transaction by receiving a lower interest rate. For the 9-month period ended 30 September 2011, the charge

amounted to 4.58 million Baht.

There may be more related transactions between the Business and the Offeror and/or persons under Section

258 of the Offeror upon the implementation of the policies and plans of business operations pursuant to

Clause 2.2 above. The related transactions will comply with normal business practice. Regarding financial

support transactions, such as providing loan, the interest internally charged will not be greater than 1 per

cent per annum of an actual financial cost, which is collectively lower than the rate to be provided by


21

financial institutions directly to the Business and/or its subsidiaries. This practice is in accordance with

BGHBs policy on this type of related transactions currently applicable to other subsidiaries in the group.

As for any possible related transactions in the future, the Offeror will take into account the necessity and

reasonableness of the transactions and will comply with laws, notifications, articles of association or

regulations of relevant authorities then in force to the Business.


22

Part 4

Additional details of the tender offer

1. Tender offer acceptance procedure

The shareholders who intend to tender, in whole or in part of, their securities of the Business shall comply

with the following procedures:

1.1 Tender offer acceptance form

Correctly and clearly complete and sign the "Prasit Patana Public Company Limited Tender Offer

Acceptance Form" in Appendix A.2 for ordinary shares and Appendix C.2 for NVDRs (<Acceptance Form=).

1.2 Supporting documents

Enclose the following documents with the Acceptance Form:

(a) In the case of share certificates, the share certificates must be endorsed by signature in the column

headed "signature of the transferor" on the back of each share certificate and enclosed with two copies

of the OffereeBs documents mentioned in Clause 1.2 (c) to 1.2 (e) as a case may be.

- In the event that the name or name prefix or last name of the securities holder stated on the share

certificate(s) is not the same as that stated in the Identification Card, the securities holder has to

complete the <Request Form for Rectifying Items in the Securities Holder Record= of Thailand

Securities Depository Co., Ltd (<TSD=) enclosed in Appendix D and the amended information must

be the same as that stated in the Identification Card.

- In case share certificate is lost, the Offeree should contact TSD. TSD shall issue a new share

certificate for offering for sale to the Tender Offer Agent. However, such process would take

approximately 2 weeks. Thus, the Offeree should contact TSD at least 2 weeks before the expiry of

the tender offer period.

- In case of out-of-date share certificate not surrendered to the TSD, when the Business has changed

the par value, such out-of-date share certificate is valid as supporting document without having it

exchanged for new certificate at the TSD.

(b) In the case of scripless shares or shares deposited with TSD, the Offeree must contact the securities

firm(s) that the Offeree has deposited shares to be offered for sale to transfer tendered scripless shares


23

into the following account, together with required documents of the Offeree as described in clause

1.2(c) to 1.2(e), as a case may be:

(c) In the case of the Offeree is an individual:

For a Thai individual:

A certified copy of the personBs Identification Card, Civil Servant Identification Card or State Enterprise

Employee Card (if a Civil Servant Identification Card or State Enterprise Employee Card is provided, a

certified copy of the personBs house registration is also required.)

For a foreign individual:

A certified copy of the personBs Alien Certificate or valid passport.

(d) In the case of the Offeree is a juristic person:

For a Thai juristic person:

- A copy of the affidavit issued by the Ministry of Commerce not more than 12 months prior to the last

day of the tender offer period, certified by authorized signatory(ies) of the juristic person and affixed

with a company seal (if any); and

- A certified copy of the authorized signatory(ies)Bs Identification Card, Civil Servant Identification Card

or State Enterprise Employee Card (in case a Civil Servant Identification Card or State Enterprise

Employee Card is provided, a certified copy of the authorized signatory(ies)Bs house registration is

also required.) If the authorized signatory(ies) is a foreign individual, a certified copy of the foreign

authorized signatory(ies)Bs Alien Certificate or passport need to be provided.

Note: Thai Juristic Person is responsible to withhold 3 per cent tax on the commission fee and must issue

Withholding Tax Certificate to the Tender Offer Agent, which is Maybank Kim Eng Securities (Thailand) Plc.

��. ��ก�� ก� ก�� (�� ) ��ก�� !�"�#�

Maybank Kim Eng Securities (Thailand) Plc. for Tender Offer

��$%��&'% / Account number: 200-000000352-1


24

For a foreign juristic person:

- A copy of the certificate of incorporation and the constituent documents issued by the juristic official

or the regulatory body of the country where the juristic person is domiciled, containing a certification

of name of foreign juristic person, name of authorized signatory(ies), location of principle office and

authorized signature or conditions thereof (dated not more than 12 months prior to the last day of the

tender offer); all such documents must be certified by the authorized signatory(ies) of the juristic

person, and certified documents set out in Clause 1.2 (c); all documents must be authenticated by a

notary public or an authorized agency in the country where the documents were prepared or

certified with respect to the signatory of the preparer or the person who certified the documents and

authenticated by an official of the Thai Embassy or the Thai Consulate in the country where the

documents were prepared or certified, as well as affixed with the seal of the notary public or the

agency performing the authentication.

(e) In the case of the Offeree is a juristic person carrying out business outside Thailand

The Offeree is required to declare the cost base for the shares to be tendered for withholding tax

purpose by completing and submitting the Confirmation of Securities Cost Form in Appendix A.3 for

ordinary shares and Appendix C.3 for NVDRs, together with evidence thereof. If the Offeree fails to

declare the cost base and enclose the evidence thereof with the Confirmation of Securities Cost Form,

the Tender Offer Agent will determine the amount of the withholding tax on the basis of the entire

proceeds from the sale of the securities and deduct the withholding tax accordingly.

(f) In the case of the Offeree is represented by an authorized representative

The documents required are a power of attorney according to Appendix A.4 for ordinary shares and

Appendix C.4 for NVDRs appointing the authorized representative affixed with stamp duty (10 Baht in

value for an authorized transaction and 30 Baht in value for multiple authorized transactions) and a

certified copy of each of the documents set out in Clause 1.2 (c) to 1.2 (d) of the securities holder and

the authorized representative.

(g) In case of tendered shares are pledged or subject to encumbrances

The Offeree must take all necessary actions to release the pledge or encumbrances by contacting the

TSD before accepting this Tender Offer.


25

For any questions regarding the Tender Offer Acceptance Procedure, please contact

1.3 Submission of acceptance form

The Offeree shall submit the completed Acceptance Form together with the required documents as

mentioned above to the addresses stipulated in (a) and (b). The Tender Offer Agent will not accept any

documents that are submitted by mail in connection with the Tender Offer.

(a) Office of Tender Offer Agent

Acceptance Form can be submitted from 7 February L 11 April 2012 during 9.00 a.m. L 16.30 p.m.,

except official holidays to the following address:

Principle Office

Maybank Kim Eng Securities (Thailand) Plc.

The Offices at Central World, 20th Fl.,


Telephone 0-2658-6300, Fax 0-2658-6862, website: www.maybank-ke.co.th

Khun Tanee Temboonsak Ext. 1780



and all branches of Maybank Kim Eng Securities (Thailand) Plc., nationwide.

(b) Phyathai 2 Hospital

Acceptance Form can be submitted from 7 L 20 February 2012 and from 28 March - 11 April 2012

during 9.00 a.m. L 16.30 p.m., except official holidays to the following address:




Telephone 0-2658-6300

Fax 0-2658-6862

Khun TaneeTemboonsak Ext. 1780




26

<We Can= meeting room, Meeting Floor, Parking Lot Building

Phyathai 2 Hospital

943, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok 10400

Telephone 0-2617-2444, Fax 0-2617-2499

Contact person: Khun Woraphong Singha

(1) For share certificates

The Tender Offer Agent shall immediately submit the share certificates to the TSD for inspection and

conversion to scripless. If the ownership transfer is delayed due to a force majeure, the Offeree may

receive the payment behind the schedule accordingly. Note that if the Offeree is held responsible for the

ownership transfer to be incomplete within the specific time, the offering is considered void. Securities

holders of share certificates, therefore, are urged to submit Acceptance Form 2 business days prior to

the last day of the tender offer period.

(2) For scripless shares

In case the Offeree deposits the shares with the TSD (Scripless) through the securities firm(s) that the

Offeree has brokerage account(s) opened with, such securities firm(s) will collect and submit the

Acceptance Form. The Offeree shall submit the Acceptance Form and the required documents to such

securities firm(s).

(3) For NVDRs

For NVDRs, the Offeree shall comply with the procedure of tender offer acceptance for NVDRs as per

Appendix C. In practice, such procedure normally requires more time than the normal procedure with

share certificate or scripless given that the conversion of NVDRs into scripless ordinary shares must

take place in order to offer for sale to the Tender Offer Agent. Tender Offer Agent will be unable to

accept NVDRs if NVDR holders are unable to convert their NVDRs to scripless shares within the tender

offer period. Thus, NVDR Offeree should submit the Acceptance Form at least 2 business days before

the last day of the tender offer.

2. Procedure for purchase of securities

All tendered securities will be purchased except in case of tender offer cancellation as specified in Clause 9

of Part 1.


27

3. Settlement and payment procedure

The Offerees can choose to receive payment on the date specified as follows:

(a) the third business day from the date on which the Acceptance Form is submitted. If this payment option

is selected, the Offerees waive their cancellation right specified in Clause 5 re Conditions for cancellation

of Tender Offer Acceptance of Part 4.

(b) the third business day from the last date of the tender offer period, i.e. 18 April 2012 (the last date of the

tender offer period is 11 April 2012). Under this payment option, the Offerees are entitled to cancel their

acceptance in pursuance to Clause 5 re Conditions for cancellation of Tender Offer Acceptance of Part 4.

In case an Offeree does not select a settlement option, the Offeree will be paid after the end of the tender

offer period according to clause (b) above (including preservation of the right to cancel the OffereeBs

acceptance). After the payment has been made, a shareholder may not change the settlement option

selected.

However, in the circumstance where the Offeror extends the offering period, the Tender Offer Agent will

provide the Offeree who submitted the Acceptance Form in the clause (b) above with the following 3 options:

- Settlement on the third business days from the extended closing date; or

- Settlement on the third business days from the resubmission date of the Acceptance Form; or

- Cancel the acceptance by submitting a Tender Offer Cancellation Form.

In case the Offeree submits a share certificate(s), the Offeror and/or the Tender Offer Agent shall pay for the

tendered share only if the share certificate(s) is/are verified and accepted by the TSD. If TSD rejects such

share certificate(s), the Offeree will be notified to collect such share certificate(s) from the Tender Offer Agent.

The Offeree can choose among the following 3 payment methods:

Option 1: Electronic transfer through Siam Commercial Bank Plc.

The Offeree shall inform savings or current account opened with the Siam Commercial Bank Plc.

(SCB) only.

The name of the account holder must be the same as that of the Offeree stated in the

Acceptance Form. The Offeree must provide either a certified copy of the first page of their


28

savings deposit pass book which shows the account name and account number or a certified

copy of their current account statement. The remitted amount will be available in the account

from 2.00 p.m. on the payment date.

If the transfer cannot be completed for any reason, Tender Offer Agent has a right to issue a

cheque and notify the Offeree on how to receive the cheque.

Please note that in the case of transfer to a current account, the transaction will not be recorded

in the bank statement until the next business day, even though the remitted amount will be

available in the account on the payment date.

Option 2: Collection of cheque

An Offeree or their authorized representative can collect a cheque at Maybank Kim Eng

Securities (Thailand) Plc. at the address specified in Clause 1.3 on the payment date between

the hours of 10.00 a.m. to 4.30 p.m. If an Offeree or their authorized representative fails to collect

the cheque by 10 May 2012 (14 business days from the last payment date), the Tender Offer

Agent will send the cheque to the Offeree via registered mail to the address specified in the

Acceptance Form.

If an authorized representative of the Offeree is to receive the cheque, that person must provide

a power of attorney appointing the authorized representative affixed with 10 Baht stamp duty

and a certified copy of each of the documents set out in Clause 1.2 (c) or 1.2 (d) of the

authorized representative.

Option 3: Delivery of cheque by registered mail

An Offeree may choose to receive payment by cheque delivered via registered mail, in which

case the Tender Offer Agent will send the cheque by registered mail to the address specified in

the Acceptance Form on the payment date.


29

4. Right of securities holders who have expressed their intention to tender their securities before the end of

the tender offer period

The Offeror, through the Tender Offer Agent, will make payment to each Offeree for all securities tendered by

that Offeree in accordance with the method selected in Clause 3 of Part 4 above.

If any event occurs which results in a change of the offer price as described in Clause 8 of Part 1, the Offeror

shall carry out the following procedure:

(1) In the case where the offer price decreases, the Offeror agrees to make a payment subject to such

decrease to every Offeree who declares the intention to tender offer. Exemption is made for the case

where the declaration by the securities holder of the intention to tender which is made before the

OfferorBs announcement of amendment cannot be revoked, the Offeror shall make a payment for the

relevant shares of such securities holder at the original offer price applicable before the amendment.

(2) In the case where the offer price increases, the Offeror will make a payment for all tendered shares at

such increased offer price.

If any event occurs which results in cancellation of the tender offer as described in Clause 9 of Part 1, the

Offeror will return securities to the Offeree within one business day after the date on which the tender offer

was cancelled, except where an Offeree has irrevocably tendered securities before the date the Offeror

announced the cancellation of the Tender Offer.

5. Conditions for cancellation of tender offer acceptance

5.1 The last day for cancellation of tender offer acceptance

An Offeree who has submitted the Acceptance Form may cancel their acceptance of the tender offer

between the hours of 9.00 a.m. to 4.30 p.m. during the period from 7 February to 5 March 2012, except

official holidays.

5.2 Cancellation procedure

5.2.1 Complete and sign, correctly and clearly, the <Tender Offer Cancellation Form= enclosed as Appendix

B.2.


30

5.2.2 Enclose the following documents:

(a) Evidence of receipt of share certificates/ transfer instruction via the TSD or NVDRs and the

Acceptance Form.

(b) Where the Offeree is an individual:

- For a Thai individual, a certified copy of the personBs Identification Card, Civil Servant

Identification Card or State Enterprise Employee Card (if a Civil Servant Identification Card or State

Enterprise Employee Card is provided, a certified copy of his/her house registration is also

required).

- For a foreign individual, a certified copy of the personBs Alien Certificate or passport.

(c) Where the Offeree is a juristic person

- For a Thai juristic person, a copy of the affidavit issued by the Ministry of Commerce not more

than 12 months prior to the last day of the tender offer period certified by authorized signatory(ies)

of the juristic person and affixed with a company seal (if any) together with a certified copy of each

of the documents set out in Clause 5.2.2(b) of the authorized signatory(ies).

- For a foreign juristic person, a copy of the certificate of incorporation and the constituent

documents issued by the juristic official or the regulatory body of the country where the juristic

person is domiciled, containing a certification of name of foreign juristic person, name of

authorized signatoty(ies), location of principle office and authorized signature or conditions thereof

(dated not more than 12 months prior to the last day of the tender offer); all such documents must

be certified by the authorized signatory(ies) of the juristic person, and a certified copy of each of

the documents set out in Clause 5.2.2(b) of the authorized signatory(ies) of the juristic person who

signs the Tender Offer Cancellation Form; all documents must be authenticated by a notary public

or an authorized agency in the country where the documents were prepared or certified with

respect to the signatory of the preparer or the person who certified the documents and

authenticated by an official of the Thai Embassy or the Thai Consulate in the country where the

documents were prepared or certified, as well as affixed with the seal of the notary public or the

agency performing the authentication.


31

(d) Where the Offeree is represented by an authorized representative, the documents required are the

power of attorney form as in Appendix B.3 for ordinary shares and Appendix C.4 for NVDRs

appointing the authorized representative affixed with stamp duty (10 Baht in value for an authorized

transaction and 30 Baht in value for multiple authorized transactions) and a certified copy of each of

the documents set out in Clause 5.2.2(b) and (c) of the securities holder and the authorized

representative.

5.2.3 Submit the completed Tender Offer Cancellation Form together with the required supporting documents

set out in Clause 5.2.2 to:

The Offeree who submitted the Acceptance Form can submit the Tender Offer Cancellation Form at:

5.2.4 After receipt and verification of the completed Tender Offer Cancellation Form and the required

supporting documents set out in Clause 5.2.2, the Tender Offer Agent will proceed as follows:

- In the case of share certificates: The Offeree making a cancellation must complete and sign the

Tender Offer Cancellation Form and submit it together with supporting documents set out in Clause

5.2.2. The Tender Offer Agent will return the share certificates to the Offeree making the cancellation

or their authorized representative on the business day following the date of submission of the Tender

Offer Cancellation Form with complete documentation. Share certificates may be collected at the

office of the Tender Offer Agent as set out in Clause 5.2.3.

- In the case of scripless shares: (to be transferred to the Offeree's portfolio at a brokerage company)

The Tender Offer Agent will transfer the shares through the TSD to the account as specified in the

Tender Offer Cancellation Form within the business day following the date of the submission of the




Telephone 0-2658-6300

Fax 0-2658-6862

Khun TaneeTemboonsak Ext. 1780




32

Tender Offer Cancellation Form together with complete documentation. A transfer fee of 75 Baht will

be charged to the Offeree.

Note: In the case of an Offeree making a cancellation, the shares will be returned only in the form in which such

shares were tendered. The Offeree may not request a change in the form of shares.

6. Determination of the tender offer price

The offer price has been determined by the Offeror at 4.57 Baht per share.

6.1 Basis of the offer price

The Financial Advisor of the Offeror used four methods to determine the offer price of the BusinessBs share in

compliance with the Notification of Capital Market Supervisory Board No. Tor Jor. 12/2554 Re: Rules,

Conditions and Procedures for the Acquisition of Securities for Business Takeover, dated 13 May 2011,

Clause 56 which stated that the offer price for tender offer for delisting must not be less than the highest

price of the price determined by the following criteria:

Criteria Price

(Baht/share)

1) The highest price at which the Offeror or the person under Section 258 of the

Offeror acquired the ordinary shares or the preferred shares during the 90-day

period before the submission of the tender offer to the SEC

None

2) The weighted average market price of the shares during 5 trading days prior to the

date on which the Board of Directors of the business passes the resolution to

propose the shareholdersB meeting to consider the delisting of shares or the date

the shareholdersB meeting passes the resolution to approve the delisting of shares

from the SET, whichever is earlier

None

3) The net asset value of the business calculated from the book value adjusted by

latest market price of assets and liabilities of the business (adjustment of the

financial statement as of 30 September 2011)/1

2.29

4) The fair value of ordinary shares of the business as evaluated by the financial

advisor/1

4.57

Note: /1 The details of the calculation of net asset value of the Business and the fair value of the BusinessBs ordinary shares

evaluated by the Financial Advisor are shown in Attachment 2.


33

6.2 The highest price at which the Offeror or a person under Section 258 acquired shares of the Business

during the 90-day period before the submission of the tender offer to the SEC

- None L

7. Acquisition of securities prior to the tender offer

(applicable only in case of a partial offer in accordance with Part 5 of the Notification of Capital Market

Supervisory Board No. ThorJor 12/2554)

- None -


34

Part 5

Certification of the Information

1. Certification by the Offeror

I hereby certify that:

1) The Offeror is committed to execute this tender offer;

2) The offer price in this tender offer has been determined in accordance with the provision of the

Notification of Capital Market Supervisory Board No. Tor Jor. 12/2554;

3) The Offeror has full intention to proceed with the plan which is indicated in this tender offer; and

4) All information contained in this tender offer is complete and correct and there is no information

contained herein that may lead other persons to misunderstanding in material respects and no

concealment is made of any material information which should be disclosed.

Bangkok Dusit Medical Services Public Company Limited

(Signature)NNNNNNNNNN..NNNNN.. (Signature)NNNNNNNN..NNNNNNN..

(Mr. Wallop Adhikomprapa) (Mr. Pongsak Viddyakorn, M.D. )

Director Director

Tender Offeror


35

2. Certification by Tender Offer Preparer

We, as the Tender Offer Preparer, have complied with requirements as set out in the Notification of the SEC

Re: Approval for Financial Advisors and a Scope of Work and hereby certify that:

1) We have reviewed and considered information of the Offeror to the extent that we are confident that

such information disclosed in this tender offer document is accurate and complete, and there is no

information that may lead other persons to misunderstanding of any material matter, as well as no

concealment is made of any material information which should be disclosed.

2) We have reviewed the financial evidence and consider that the Offeror can fulfill the obligations

under the foregoing tender offer.

3) We have reviewed the policies and plans of business operations as stated in Clause 2 of Part 3

regarding details of the Business and consider that:

(a) The Offeror is capable of implementing such policies and plans of business operations as

mentioned;

(b) The assumptions for making the policies and plans of business operations are justifiably

formulated; and

(c) The description of the impacts on the Business and risks which may affect the Business or the

securities holders is clear and sufficient.

4) Based on the information and evidence of acquisition of securities of the Business by the Offeror or

any related party specified in Section 258 of the Offeror during the period of 90 days prior to the

date on which the tender offer document is submitted and the offer price as reviewed by us, there is

no doubt that the offer price on this occasion has not complied with the provisions under the

Notification of the Capital Market Supervisory Board No. ThorJor 12/2554.

5) We have carefully and prudently studied and reviewed the completeness and accuracy of the

information contained in this tender offer document and it is our view that the information is

complete and correct and that there is no information contained herein that may lead other persons

to misunderstanding in material respects and no concealment is made of any material information

which should be disclosed.


36

Maybank Kim Eng Securities (Thailand) Public Company Limited

(Signature)NNNNNNNN.NNNNNN.. (Signature)NNNNNNNN.NNNNNN..

(Mr. Montree Sornpaisarn) (Mr. Pusit Kaewmongkolsri)

Executive Director Executive Director

Tender Offer Preparer

APPENDIX A

Tender Offer Procedure and Relevant Forms

1. Tender Offer Acceptance Procedure 2. Tender Offer Acceptance Form

3. Confirmation of Securities Cost Form

4. Power of Attorney

Appendix A.1

Tender Offer Acceptance Procedures of Prasit Patana Public Company Limited

3. Enclose certified true copies of the following d ocuments: 1) Thai Individual

1.1 A copy of ID Card; or A copy of Civil Servant ID Card; or A copy of State Enterprise Employee Card.

1.2 A copy of house registration (only in case of providing a Civil Servant ID Card or State Enterprise Employee Card).

2) Foreign Individual 2.1 A copy of Alien Certificate; or 2.2 A copy of Passport.

3) Thai Juristic Person 3.1 A copy of the Company Affidavit issued by

MOC not more than one year prior to the last day of the tender offer period certified by authorized signatory(ies) of the juristic person and affixed with a company seal (if any).

3.2 Documents stated in 1) or 2) of the duly authorized signatory(ies)

4) Foreign Juristic Person 4.1 A copy of the certificate of incorporation and the

constituent documents issued by the regulatory body of the country where the juristic person is domiciled dated not more than one year prior to the last day of the tender offer; all such documents must be certified by the authorized signatory(ies) of the juristic person.


All documents must be certified by a notary public or an authorized agency in the country where the documents were prepared and authenticated by an official of the Thai Embassy or the Thai Consulate in the country where the documents were prepared.

5) Where the Offeree is a juristic person not car rying on business in Thailand, it is required to declare the cost

base for the shares for withholding tax purposes by completing and submitting a confirmation of securities cost form together with evidence that demonstrates the cost base. If the Offeree fails to declare the cost base and to submit proper evidence of the cost base, the Tender Offer Agents will determine the amount of the withholding tax on the basis of the entire proceeds of the sale of the shares and deduct withholding tax accordingly.

6) In case of shareholder’s authorized representat ive 6.1 An original power of Attorney affixed with stamp duty; and 6.2 A certified copy of identification documents of the appointor and authorized representative as specified above.

Shareholders of Prasit Patana Public Company Limited

2. Endorse signature on the back of each

2. Advise your brokers to transfer shares to the following accounts for the purpose of accepting the Tender Offer:

Maybank Kim Eng Securities (Thailand) Plc. for Tender Offer Account number: 200-000000352-1

Share Certificate Scripless

1. Fill in the Tender Offer Acceptance Form 1. Fill in the Tender Offer Acceptance Form

4. Submit all documents to

Khun Tanee Temboonsak, Khun Worapong Singha and Khun Naruechone Athithanabune Marybank Kim Eng Securities (Thailand) Plc. The offices at Central World 20th Floor 999/9 Rama 1 Rd, Pathumwan, Bangkok,

10330, Thailand 10330 Tel: 0-2658-6300 ext. 1780, 1781, 1716 Fax: 0-2658-6862

Appendix A.2 Tender Offer Acceptance Form

Acceptance Form No................................................... Date ...................................................

To: the Offerors, and Maybank Kim Eng Securities (Thailand) Plc.

Mr./Mrs./Ms./Company Nationality

Current mailing address

Postal code Phone no

Please specific type of seller:

� Natural Person of Thai Nationality, ID Card/Civil Servant ID Card/State Enterprise Card No.

� Natural Person of Alien Nationality, Alien Card/Passport No.

� Juristic Person of Thai Nationality, Company Registration No.

� Juristic Person of Alien Nationality, Company Registration No.

� I/We hereby accept to sell shares ( ) of Prasit Patana Public Company Limited at a price of Baht 4.57 per share. I/We acknowledge that the sale is subject to a brokerage fee of 0.25% of the offer price and value added tax (VAT) at the rate of 7% of the brokerage fee. The net price received by the Offeree will be Baht 4.557775 per share, a total value of Baht

( ) subject to terms and conditions stated in the tender offer document. I/We acknowledge that the acceptance of the tender offer and the sale hereunder is irrevocable subject to terms and conditions stated in the tender offer document. I/We hereby agree to comply with all terms and conditions set forth in the tender offer document.

� I/We acknowledge that if Option 1 below is selected for the Settlement Date, the acceptance of the tender offer and the share sale is irrevocable subject to terms and conditions stated in the tender offer document.

� I/We hereby appoint Kim Eng Securities (Thailand) Plc. as my/our proxy to sell, transfer, deliver shares, arrange the payment procedure and process and do any other thing necessary and relevant to my/our acceptance of the tender offer.

� Share certificate (attached) � Thailand Securities Depository

Name of shareholder (Registered) Certificate No. From broker no. Transfer slip No. Transfer Date

Number of shares

Total Settlement Date � 1. I/We hereby declare my/our intention to receive the payment 3 business days after submission of the Tender Offer Acceptance Form together

with all necessary documents. I/We acknowledge and agree that I/we cannot cancel my/our intention to sell the shares as stated below in option 2. � 2. I/We hereby declare my/our intention to receive the payment 3 business days after the end of the Tender Offer period, which is on 18 April 2012

(the end of Tender Offer Period is on 11 April 2012). I/We acknowledge that I/we may cancel my/our intention to sell the shares during the hours of 9.00 am to 4.30 pm on business days during the period from 7 February 2012 to 5 March 2012 (20 business days from the commencement date of the tender offer period.)

Note: After submitting this form, the settlement option selected cannot be changed. If no settlement option is selected, the payment will be made 3 business days after the end of the tender offer period in accordance with the second payment option above (in this case, the right to cancel the acceptance of the tender offer as set out in option 2 will be preserved).

Payment Method

� Transfer payment to my/our account at Siam Commercial Bank Plc.

Branch Type of Account Account No �� - �- �� - � (The account name must be the same as the Offeree’s name shown on this form and opened with a branch in Bangkok or Bangkok Metropolitan Region. Please attach a certified copy of the first page of the savings passbook or the current account statement with this form.)

� I/We will collect a payment cheque in person � Please send a payment cheque to the above address by registered mail

I/We attached the share certificate(s), and/or share depository certificate(s) and/or transfer slip through TSD for account of “Maybank Kim Eng Securities (Thailand) Plc. for Tender Offer” account number: 200-000000352-1 and proof of identity in respect of the Offeree or proof of registered company (for juristic person) as set out in the Tender Offer Acceptance Procedure. I hereby certify that all shares offered for sale have no liabilities and are free from any mortgage, pledge, lien, preferential interest or other encumbrance.

Signature Proxy Signature Offeree

( ) ( )

Date

� Acceptance Form No.

Maybank Kim Eng Securities (Thailand) Plc. has received the Tender Offer Acceptance Form and Share Certificate(s)/Transfer slip for a total of shares from Mr./Mrs./Miss./Company Settlement Intention: � 3 Business days after submitting the Tender Offer Acceptance Form � After the last date of Tender Offer period (18 April 2012) The Offeree will receive payment by:

� Transfer through Siam Commercial Bank Plc. � Cheque collected in person � Cheque sent by registered mail

Signature Recipient Date

(For more information please contact Khun Tanee Temboonsak, Khun Worapong Singha, Khun Naruechone Athithanabune, Maybank Kim Eng Securities (Thailand) Plc. at The offices at Central World 20th Floor 999/9 Rama 1 Rd, Pathumwan, Bangkok, 10330, Thailand 10330 Tel: 0-2658-6300 ext. 1780, 1781, 1716 Fax: 0-2658-6862)

Receipt of Share Certificate(s)/Transfer Slip and Acceptance Form

Receiver Initial Verify

Appendix A.3

Confirmation of Securities Cost Form (For Foreign Juristic Person Only)

Date

To Maybank Kim Eng Securities (Thailand) Plc. (“Tender Offer Agent”)

I/We Nationality

Tax Identification No. (if any) declare the cost base of Prasit Patana Public Company Limited shares which are offered for purchase as follows:

Share certificate No./ Transfer slip No. (Transfer date)

Name of shareholders

as appeared in the registration

No. of shares Cost per share

(Baht)

..................................

..................................

..................................

..................................

..................................

..................................

..................................

..................................

..................................

..................................

..................................

..................................

Total ..................................

..................................

I/we hereby attach

Totaling , as evidence(s) of the cost of the shares for calculating withholding tax.

I/We hereby certify that the above statements are true.

Signature Offeree

( )

A Foreign Juristic Person must declare the cost bas e of shares by submitting this Confirmation of Securities Cost Form together with the evidence that demonstrates the cost base. If the Offeree fails to declare the cost base and to submit proper evidence of the cost base, withholding tax will be imposed on t he entire proceeds of the sale of the shares.

Appendix A.4

Power of Attorney Made at

Date

I/we Age years

Nationality residing at (address that can be reached by mail) Country

hold shares of Prasit Patana Public Company Limited.

I/we hereby authorize Age years

Nationality residing at (address that can be reached by mail)

Country to act as my/our proxy to (can select more than one)

� sell, transfer and deliver shares of Prasit Patana Public Company Limited

� collect the payment cheque; or

� cancel the Tender Offer Acceptance Form of securities of Prasit Patana Public Company Limited which I/we intended to sell to Bangkok Dusit Medical Services Public Company Limited

Any act taken by my/our proxy shall be deemed to be taken by myself/ourselves in every respect. Appointor

( )

Proxy

( )

Witness

( )

Witness

( )

Remark: Certified true copies of ID or a Company Affidavit of the Appointor and ID of the authorized representative are required to be attached to this Power of Attorney.

* Baht 10 in value for an authorized transaction for sale, transfer, or delivery of shares

Baht 30 in value for multiple authorized transactions for sale, transfer, or delivery of shares/collection of the payment cheque / cancellation of the Tender Offer Acceptance Form

Duty Stamp *

APPENDIX B

Procedure and Relevant Forms for Revocation of Tender Offer Acceptance

1. Tender Offer Cancellation Procedure 2. Tender Offer Cancellation Form 3. Power of Attorney

Appendix B.1

Tender Offer Cancellation Procedure for Shareholders of Prasit Patana Public Company Li mited who wish to cancel their intention to sell

the securities in accordance with the conditions of the tender offer

2. Enclose certified true copies of the following d ocuments: 1) Thai Individual




3) Thai Juristic Person 3.1 A copy of the Company Affidavit issued

by MOC not more than one year prior to the last day of the Tender Offer period certified by authorized signatory(ies) of the juristic person and affixed with a company seal (if any).


4) Foreign Juristic Person 4.1 A copy of the certificate of incorporation and

the constituent documents issued by the regulatory body of the country where the juristic person is domiciled dated not more than one year prior to the last day of the Tender Offer; all such documents must be certified by the authorized signatory(ies) of the juristic person.



5) In case of shareholder’s authorized representat ive 5.1 An original power of Attorney affixed with stamp duty; and 5.2 A certified copy of identification documents of the appointor and authorized representative as

specified above.

Khun Tanee Temboonsak, Khun Worapong Singha and Khun Naruechone Athithanabune Marybank Kim Eng Securities (Thailand) Plc. The offices at Central World 20th Floor 999/9 Rama 1 Rd, Pathumwan,

Bangkok, 10330, Thailand 10330 Tel: 0-2658-6300 ext. 1780, 1781, 1716 Fax: 0-2658-6862

1. Fill in the Tender Offer Cancellation Form


Appendix B.2

�

Receipt of Tender Offer Cancellation Form Prasit Patana Public Company Limited

Cancellation Form No Date Maybank Kim Eng Securities (Thailand) Plc. has received a Tender Offer Cancellation Form relating Prasit Patana Public Company Limited Tender Offer from for shares (number of cancelled securities) and the Receipt of Tender Offer Acceptance Form No.

The securities will be returned to the canceling Offeree in the following form:

� Share certificate (share certificates can be collected from the Tender Offer Agent on the business day following the date of submission of the Tender Offer Cancellation Form). Remark: Securities will only be returned in the for m they were provided to the Tender Offer Agent.

� Scripless or NVDRs (through TSD)

Broker’s Name Broker’s Number

Account Name Account Number

Maybank Kim Eng Securities (Thailand) Plc. will transfer the shares or NVDRs through TSD to your account on the business day following the date of submission of the Tender Offer Cancellation Form.

Signature Recipient ( )

Tender Offer Cancellation Form Prasit Patana Public Company Limited

Cancellation Form No Date To : the Offerors and Maybank Kim Eng Securities (Thailand) Plc. (“Tender Offer Agent”)

I/we Residing at (mailing address) Postal code Telephone no hereby, subject to the terms and conditions stated in the tender offer, cancel my/our intention to sell the securities of Prasit Patana Public Company Limited in the amount of shares or NVDRs. I/We submitted a Tender Offer Acceptance Form for Prasit Patana Public Company Limited on (date) Acceptance Form No.

I/We would like to receive the securities in the following form. Remark: Securities will only be returned in the form they were provided to the Tend er Offer Agent.

� Share certificate (share certificates can be collected from the Tender Offer Agent on the next business day following the date of submission of the Tender Offer Cancellation Form)

� Scripless or NVDRs (through TSD)

Broker’s Name Broker’s Number Account Name Account Number

I/We attach Baht 75 share transfer fee.

The Tender Offer Agent will transfer the shares or NVDRs through TSD to your account on the business day following the date of submission of the Tender Offer Cancellation Form. I/We hereby agree to accept the terms and conditions stated above.

Signature Offeree ( )

Appendix B.3


Date

I/we Age years


Country

hold shares of Prasit Patana Public Company Limited.

I/we hereby authorize Age years


Country to act as my/our proxy to (can select more than one):

� sell, transfer and deliver shares of Prasit Patana Public Company Limited


� cancel the Tender Offer Acceptance Form of securities of Prasit Patana Public Company Limited which I/we intended to sell to Bangkok Dusit Medical Services Public Company Limited

Any act taken by my/our proxy shall be deemed to be taken by myself/ourselves in every respect. Appointor

( )

Proxy

( )

Witness

( )

Witness

( )


* Baht 10 in value for an authorized transaction for sale, transfer, or delivery of shares

Baht 30 in value for multiple authorized transactions for sale, transfer, or delivery of shares/collection of the payment cheque / cancellation of the Tender Offer Acceptance Form

Duty Stamp*

APPENDIX C

Tender Offer Procedures and Forms for NVDRs

1. Tender offer Acceptance Procedures for NVDR 2. Tender Offer Acceptance Form 3. Confirmation of Securities Cost Form 4. Power of Attorney

Appendix C.1

Tender Offer Acceptance Procedures for NVDRs

4. Enclose certified true copies of the following do cuments: 1) Thai Individual




3) Thai Juristic Person 3.1 A copy of the Company Affidavit issued by

MOC not more than one year prior to the last day of the Tender Offer period certified by authorized signatory(ies) of the juristic person and affixed with a company seal (if any).


4) Foreign Juristic Person 4.1 A copy of the certificate of incorporation and the

constituent documents issued by the regulatory body of the country where the juristic person is domiciled dated not more than one year prior to the last day of the tender offer; all such documents must be certified by the authorized signatory(ies) of the juristic person.



5) Where the Offeree is a juristic person not carr ying on business in Thailand, it is required to declare the cost base for the shares for withholding tax purposes by completing and submitting a confirmation of securities cost form together with evidence that demonstrates the cost base. If the Offeree fails to declare the cost base and to submit proper evidence of the cost base, the Tender Offer Agents will determine the amount of the withholding tax on the basis of the entire proceeds of the sale of the shares and deduct withholding tax accordingly.

6) In case of shareholder’s authorized representa tive 6.1 An original power of Attorney affixed with stamp duty; and 6.2 A certified copy of identification documents of the appointor and authorized representative as specified

above.

Remark: All NVDR holders must submit the Tender Off er Acceptance Form within 2 business days before the last tender offer date.

NVDR holders of Prasit Patana Public Company Limited

1. Fill in the Tender Offer Acceptance Form

2. Advise your broker to transfer the Scriple ss NVDRs to the following account for the purpose of accepting the tender off er: “Maybank Kim Eng Securities (Thailand) Plc. for Tender Offer” Account Number: 200-000000352-1

3. Enclose evidence of transferring the NVDRs to the acc ount specified above

Khun Tanee Temboonsak, Khun Worapong Singha and Khun Naruechone Athithanabune Marybank Kim Eng Securities (Thailand) Plc. The offices at Central World 20th Floor 999/9 Rama 1 Rd, Pathumwan, Bangkok, 10330, Thailand 10330 Tel: 0-2658-6300 ext. 1780, 1781, 1716 Fax: 0-2658-6862


Appendix C.2

Tender Offer Acceptance Form for NVDR (To sell NVDRs of Prasit Patana Public Company Limited)

To : the Offerors and Maybank Kim Eng Securities (Thailand) Plc. (“Tender Offer Agents”) Acceptance Form No

Mr./Mrs./Ms./Company Nationality

Contact Address (that can be reached via registered mail) .

Postal code Telephone .

Please specific type of seller:

� Natural Person of Thai Nationality ID Card/Civil Servant ID Card/State Enterprise Card No.

� Natural Person of Alien Nationality Alien Card/Passport No.

� Juristic Person of Thai Nationality Company Registration No.

� Juristic Person of Alien Nationality Company Registration No.

� I/We hereby accept to sell….....…………………………(………..........………...………………………….………..…) NVDRs representing ordinary shares of Prasit Patana Public Company Limited at the price of Baht 4.57 per share. I/We acknowledge that the sale is subject to a brokerage fee of 0.25% of the offer price and value added tax (VAT) at the rate of 7% of the brokerage fee. The net price received by the Offeree will be Baht 4.557775 per share, a total value of Baht ………………………………………………………………………….………..………….. (…………………...............………………………………………..………………) subject to terms and conditions stated in the tender offer document. I/We acknowledge that the acceptance of the tender offer and the sale hereunder is irrevocable subject to terms and conditions stated in the tender offer document. I/We hereby agree to comply with all terms and conditions set forth in the tender offer document.

� I/We hereby appoint Maybank Kim Eng Securities (Thailand) Plc. as my/our proxy to sell, transfer and deliver my/our NVDRs as below details, as well as arrange the payment procedure and do any other thing necessary and relevant to my/our acceptance of the tender offer.

Transfer Scripless NVDR Transfer TSD Participant No. Transfer Slip No. TSD No. of NVDRs

Total NVDRs

Settlement Date � 1. I/We hereby declare my/our intention to receive the payment 3 business days after submission of the Tender Offer Acceptance Form together

with all necessary documents. I/We acknowledge and agree that I/we cannot cancel my/our intention to sell the shares as stated below in option 2. � 2. I/We hereby declare my/our intention to receive the payment 3 business days after the end of the Tender Offer period, which is on 18 April 2012

(the end of Tender Offer Period is on 11 April 2012). I/We acknowledge that I/we may cancel my/our intention to sell the shares during the hours of 9.00 am to 4.30 pm on business days during the period from 7 February 2012 to 5 March 2012 (20 business days from the commencement date of the tender offer period.)

Note: After submitting this form, the settlement option selected cannot be changed. If no settlement option is selected, the payment will be made 3 business days after the end of the tender offer period in accordance with the second payment option above (in this case, the right to cancel the acceptance of the tender offer as set out in option 2 will be preserved).

Payment Option

� Transfer payment to my/our account at Siam Commercial Bank Plc. Branch Type of Account Account No ��-�-��-�

(The account name must be the same as the Offeree’s name shown on this form and opened with a branch in Bangkok or Bangkok Metropolitan Region. Please attach a certified copy of the first page of the savings passbook or the current account statement with this form.)

� I/We will collect a payment cheque in person at Maybank Kim Eng Securities (Thailand) Plc.

� Please send payment cheque to the above address by registered mail. I/We attach evidence of transfer of the NVDRs to account “Maybank Kim Eng Securities (Thailand) Plc. for Tender Offer” Account Number: 200-

000000352-1 and proof of identity in respect of the Offeree or proof of registered company (for juristic person) as set out in the Tender Offer Acceptance Procedure. I/We hereby certify that all NVDRs offered for sale have no liabilities and are free from any mortgage, pledge, lien, preferential interest or other encumbrance.

Signature Proxy Signature Offeree

( ) ( )

Date

�� Acceptance Form No.

Maybank Kim Eng Securities (Thailand) Plc. (“Tender Offer Agent”) has received the Tender Offer Acceptance Form to purchase NVDRs of the securities of Prasit Patana Public Company Limited and the Transfer of Scripless NVDR with the document to transfer NVDRs totaling NVDRs, from (Mr./Mrs./Miss/Company)

Settlement Intetion: � 3 Business days after submitting the Tender Offer Acceptance Form � After the last date of Tender Offer period (18 April 2012)

The Offeree will receive payment by:

� Transfer through Siam Commercial Bank Plc. � Cheque collected in person � Cheque sent by registered mail

Signed Recipient

( )

Date

(for more information please contact Khun Tanee Temboonsak, Khun Worapong Singha, Khun Naruechone Athithanabune, Maybank Kim Eng Securities (Thailand) Plc. at The offices at Central World 20th Floor 999/9 Rama 1 Rd, Pathumwan, Bangkok, 10330, Thailand 10330 Tel: 0-2658-6300 ext. 1780, 1781, 1716 Fax: 0-2658-6862)

Receiver Initial Verify

Transfer of Scripless NVDR and Tender Offer Accepta nce Form Receipt

Appendix C.3

Confirmation of Securities Cost Form for NVDR (For Foreign Juristic Person Only)

Date To Maybank Kim Eng Securities (Thailand) Plc. (“Tender Offer Agents”) I/We Nationality

Tax Identification No. (if any) would like to declare the Securities cost base

of Prasit Patana Public Company Limited NVDRs being offered for purchase as follows :

NVDR certificate No./

Transfer slip No. (Transfer date)

No. of NVDRs Cost per NVDR (Baht)

.........................................................

............................

...............................

.........................................................

............................

...............................

.........................................................

............................

...............................

Total

............................

...............................

I/We hereby, attach Totaling , as evidence(s) of the cost of the NVDRs for calculating withholding tax. I/We hereby certify that the above statements are true.

Signature Offeree

( ) A Foreign Juristic Person must declare the cost base of NVDRs by submitting this Confirmation of Securities Cost Form with the evidence that demonstrates the cost base. If the Offeree fails to declare the cost base and to submit proper evidence of the cost base, withholding tax will be imposed on the entire proceeds of the sale.

Appendix C.4


Date

I/we Age Nationality

residing at (address that can be reached by mail)

Country

hold NVDRs for

I/we hereby authorize Age Nationality

residing at (address that can be reached by mail)

Country to act as my/our proxy to :

� sell, transfer and deliver NVDRs of Prasit Patana Public Company Limited;


� cancel the Tender Offer Acceptance Form of securities of Prasit Patana Public Company Limited which I/we intended to sell to Bangkok Dusit Medical Services Public Company Limited.

Any act taken by my/our proxy shall be deemed to be taken by myself/ourselves in every respect.

Appointor

( )

Proxy

( )

Witness

( )

Witness

( )


* Baht 10 in value for an authorized transaction for sale, transfer, or delivery of NVDRs Baht 30 in value for multiple authorized transactions for sale, transfer, or delivery of NVDRs /

collection of the payment cheque / cancellation of the Tender Offer Acceptance Form

Duty Stamp *

APPENDIX D

�� (��) �� To Chief Executive Officer of Thailand Securities Depository Co., Ltd.

;�� (I/We) (?@AB��).......................................................................................................................................................... (?@ABB�C�D�)........................................................................................................................................................... ��E�� E�F��??� / ��E��GHH��;��A (Identification No./Company Registration No.)MM........................................................................

�� (To inform the rectification of shareholderNs information as the following) !��"# �� %�&� (Previous Information) �� 7��8�� (New Information) � H��?@AB (Prefix) ...................................................................... .............................................................................. � ?@AB (First Name) ........................................................................... .............................................................................. � ��R�G� (Last Name) .................................................................... .............................................................................. � ��AB��S (Mailing Address) ................................................................. .............................................................................. ....................................................................................................... .............................................................................. � ��R��V�� (Postal/Zip Code) .................................................... .............................................................................. � X�� (Home Telephone No)............................................... .............................................................................. � X��A��C� (Office Telephone No.)........................................ .............................................................................. � X��H�@AB��A (Mobile Telephone No)........................................ .............................................................................. � X��R�. (Fax No)............................................................................ .............................................................................. � Email AddressMMMMMMMMMMMMMMMMMMMM..M. .............................................................................. � B@A�[ (Others)................................................................................. ..............................................................................

��V��\@B��B��]��GHH�B@A��^�� (In case a proxy is assigned) ;�� ;B�B�B�� ]�� ......................................................................................��@A�^��H�;B_ ^��;�� Here by authorize MMMMMMMMMMMMM.MMMMMMMM..MMMM.as our representative ,with full authority to send a petition

�C?@AB ........................................................... ��\@B�� / ��B�B�� C?@AB ................................................. ��B�B�� (\��) Signature the shareholder / Grantor Signature Grantee (if any) (.........................................................) (..................................................)

��%��# �� " A��B7��"#�� 8��A�%�&�� A�"��BA��C�C� (��B�&) ��A�%�� " A��B ��"� " A��B�� B�R��B�^��H�;B_ (X��B��C) � Please note: Required documents in case of attaching the power of attorney. the original and a copy of grantorNs I.D. card and granteecs I.D. card. Required Documents (Please turn over) �

A��"%B��A (For official use only)

F��A(Date)M............................................��E�F �� (Checker....................................... ��;��A�� (Transaction No.).....................................................................................

��E�F RB��e�^R�CE�f�� C;BC��\@B��̂ ��F I have already checked all original documents. �C?@AB (Signature)..................................................� ��A (Officer)

�""�A�� Request Form for Rectifying Items in the Securities Holder Record

B��^RE��g Revenue stamp (��V��B�B�� ) ( in case authorize)

1. ��^��;;�B�� @AB��CR@B��S��B��FS 5 F��SB�F��j�R�G�� ]��V��A�S��F��R�?��(X��B��) ��^ �C;B^��;;�B��ESC [ X��E��ESB��R�?��;BC�S�X��E�C (Corrections will be effective when the registrar has received the documents not less than5 working days prior to the book closing date. In case where the securities owner deposits the securities with broker/custodian, please contact your correspond broker/custodian.)

2. ��AB��S;BC��\@B��HF��l��AB��S��AR��F�ESB��B�R�X��F�m��V��C�� ^ES��]��G��AB��S��l�E��V�� E��A��n�mG�� H� ��FC�V�?��F� (Address of the shareholder must be convenient enough for receiving documents by registered mail. Address specifying post office number as assigned by Commercial and Registration department of the Ministry of Commerce must not be given.)

% ��87C��8�� "��"�� M"�"�� 7��N� (Other Documents to be submitted along with this document under various conditions) 1. % �� (Related attached documents)

��V��\@B��l��GHH�m�� ((For Juristic persons) R�o?E�� (Thai Nationality) - ��E�� E�F��??� (E�F ��C) ^��R�� A��C��@B?@AB��BCHF�\��E�BCX�� ;BC��E� (The original and a copy of I.D. card with original signature) R�o?E�B@A��A��]?SR�o?E�� (Other Nationalities) - ]�ESC��F ��@B��CR@B��C ��B�R��A��C��@B?@AB��BCHF�\��E�BCX�� ;BC��E� (The original and a copy of the signatoryNs alien identity card or his/her passport, certified true with his/her original signature.)

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ATTACHMENT 1

Bangkok Dusit Medical Services Public Company Limited and its subsidiaries Review report and consolidated interim financial statements For the three-month and nine-month periods ended 30 September 2011

Review report of Independent Auditor To The Shareholders of Bangkok Dusit Medical Services Public Company Limited

I have reviewed the accompanying consolidated statement of financial position of Bangkok Dusit Medical Services Public Company Limited and its subsidiaries as at 30 September 2011, the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended 30 September 2011, the related consolidated statements of changes in shareholders’ equity and cash flows for the nine-month period ended 30 September 2011, and have also reviewed the separate financial statements of Bangkok Dusit Medical Services Public Company Limited for the same periods. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. My responsibility is to issue a report on these financial statements based on my review. I did not review the financial statements for the three-month and nine-month periods ended 30 September 2011 of a domestic associated company, as included in the consolidated financial statements. The consolidated statement of financial position as at 30 September 2011 included investments in the associated company amounted to approximately Baht 2,243.1 million or 4.0 percent of the consolidated assets, and its share of net income for the three-month and nine-month periods ended 30 September 2011 of this associated company amounted to approximately Baht 96.5 million and Baht 261.7 million, representing 6.3 percent and 7.1 percent of the consolidated income for the periods. The financial statements of the associated company were reviewed by other auditor, whose report has been furnished to me. My review on the consolidated financial statements insofar as they relate to any amounts included for this associated company, is based solely upon the review report of other auditor.

I conducted my review in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit and, accordingly, I do not express an audit opinion.

Based on my review and the reports of the other auditors, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles.

2

The consolidated financial statement Bangkok Dusit Medical Services Public Company Limited and its subsidiaries and the separate financial statements of Bangkok Dusit Medical Services Public Company Limited for the year ended 31 December 2010 were audited in accordance with generally accepted auditing standards by another auditor of our firm who expressed an unqualified opinion on those statements, under his report dated 24 February 2011. The consolidated and separate statements of financial position as at 31 December 2010, as presented herein for comparative purposes, formed an integral part of the financial statements which that auditor audited and reported on.

The consolidated statements of income for the three-month and nine-month periods ended 30 September 2010 and the consolidated statements of changes in shareholders’ equity and cash flows for the nine-month period ended 30 September 2010 of Bangkok Dusit Medical Services Public Company Limited and its subsidiaries and the separate financial statements of Bangkok Dusit Medical Services Public Company Limited for the same period, as presented herein for comparative purposes, formed an integral part of the interim financial statements which were reviewed by the aforementioned auditor who reported, under his report dated 11 November 2010, that nothing had come to his attention that caused him to believe that those financial statements were not presented fairly, in all material respects, in accordance with generally accepted accounting principles.

As described in notes 1.3 and 1.5 to the financial statements, during the current period, the Company and its subsidiary companies adopted the revised and new accounting standards issued by the Federation of Accounting Professions, and applied them in its preparation and presentation of the interim financial statements. For the first-time adoption of TAS 19 Employee Benefits, the Company and its subsidiaries elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, through an adjustment to the beginning balance of retained earnings in the current period, and for the first-time adoption of TAS 40 (Revised 2009) Investment Property, the Company elected to recognised investment property under fair value model and recognised impact of the change to the financial statements through an adjustment to the beginning balance of retained earnings in the current period.

Wichart Lokatekrawee Certified Public Accountant (Thailand) No. 4451

Ernst & Young Office Limited Bangkok: 14 November 2011

Bangkok Dusit Medical Services Public Company Limited and its subsidiaries

Statements of financial position

(Unit: Thousand Baht)

Consolidated financial statements Separate financial statements

Note 30 September 2011 31 December 2010 30 September 2011 31 December 2010

(Unaudited (Audited) (Unaudited (Audited)

but reviewed) but reviewed)

Assets

Current assets

Cash and cash equivalents 3,612,792 2,489,455 679,383 1,082,259

Short-term investments 534,802 1,739,554 10 1,739,543

Trade accounts receivable 4

Related parties 5 1,276 2,233 8,618 9,283

Unrelated parties - net 3,033,967 1,890,624 610,697 505,789

Total trade accounts receivable - net 3,035,243 1,892,857 619,315 515,072

Short-term loans to related parties 5 - - 172,104 103,132

Other accounts receivable - related parties 5 10,335 18,927 36,185 37,538

Dividend receivable - related parties 5 31,141 - 31,141 -

Inventories 574,745 398,305 62,941 57,833

Other current assets - net 354,024 230,691 60,944 94,688

Total current assets 8,153,082 6,769,789 1,662,023 3,630,065

Non-current assets

Long-term deposit at financial institution 50,000 - - -

Restricted financial institution deposits 76,160 61,659 - -

Investments in subsidiary companies - net 6 - - 23,945,128 8,678,064

Investments in associated companies 7 2,718,909 2,271,388 1,735,973 1,666,021

Other long-term investments - net 8 4,244,590 1,640,079 4,071,267 1,639,789

Long-term loans to related parties 5 - - 818,577 1,321,014

Investment property 34,400 - 252,966 -

Property, premises and equipment - net 9 29,218,622 18,858,096 5,083,063 5,152,117

Land and buildings not used in operation 511,203 511,203 510,876 510,876

Goodwill 10,609,369 1,299,169 - -

Intangible assets - net 482,094 201,420 67,844 75,097

Other non-current assets - net

Leasehold rights - net 5 557,385 509,064 107,748 59,003

Others 5 164,929 75,157 13,541 18,555

Total non-current assets 48,667,661 25,427,235 36,606,983 19,120,536

Total assets 56,820,743 32,197,024 38,269,006 22,750,601

The accompanying notes are an integral part of the financial statements.

1


Statements of financial position (continued)






Liabilities and shareholders' equity

Current liabilities

Short-term loans from related parties 5 - - 1,514,628 639,601

Bank overdrafts and short-term loans from

financial institutions 30,080 38,406 - -

Trade accounts payable

Related parties 5 88,899 77,013 117,175 110,996

Unrelated parties 1,896,874 1,237,152 320,972 301,684

Total trade accounts payable 1,985,773 1,314,165 438,147 412,680

Current portion of long-term loans from

financial institutions 10 701,993 355,265 343,800 343,800

Current portion of liabilities under

finance lease agreements 11 127,105 76,619 3,233 631

Current portion of convertible debentures

- liability component 12 - 2,141 - 2,141

Current portion of debentures 13 - 2,999,445 - 2,999,445

Accounts payable - construction and retention 146,228 95,168 63,736 68,178

Other accounts payable

Related parties 5 9,567 5,098 48,621 24,868

Unrelated parties 700,587 452,019 217,530 144,202

Total other accounts payable 710,154 457,117 266,151 169,070

Income tax payable 464,401 353,919 39,758 13,080

Dividend payable 15 - 989,913 - 989,913

Accrued expenses 2,501,435 1,098,055 677,152 437,771

Other current liabilities 440,352 447,329 113,767 132,522

Total current liabilities 7,107,521 8,227,542 3,460,372 6,208,832

Non-current liabilities

Long - term loans from financial insitutions

- net of current portion 10 7,165,784 2,240,647 1,862,250 2,120,100

Liabilities under finance lease agreement

- net of current portion 11 228,810 74,528 7,607 82

Debentures - net of current portion 13 8,460,435 4,963,727 8,460,435 4,963,727

Provision for long-term employee benefits 838,923 - 144,099 -

Deferred income 184,787 146,112 117,866 146,112

Other non-current liabilities 5 1,139,786 261,564 101,437 93,772

Total non-current liabilities 18,018,525 7,686,578 10,693,694 7,323,793

Total liabilities 25,126,046 15,914,120 14,154,066 13,532,625


2


Statements of financial position (continued)






Liabilities and shareholders' equity (continued)

Shareholders' equity

Share capital 14

Registered

1,553,391,408 ordinary shares of Baht 1 each

(2010 : 1,312,264,222 ordinary shares of Baht 1 each) 1,553,391 1,312,264 1,553,391 1,312,264

Issued and fully paid-up

1,545,458,883 ordinary shares of Baht 1 each

(2010: 1,246,035,935 ordinary shares of Baht 1 each) 1,545,459 1,246,036 1,545,459 1,246,036

Share premium

Premium on ordinary shares 20,022,498 6,988,761 19,959,574 6,925,837

Difference from shareholding restructure 305,000 305,000 - -

Retained earnings

Appropriated - statutory reserve 131,226 131,226 131,226 131,226

Unappropriated 8,140,170 5,161,968 1,398,109 186,555

Other components of shareholders' equity 164,531 1,801,501 1,080,572 728,322

Equity attributable to owners of the Company 30,308,884 15,634,492 24,114,940 9,217,976

Non - controlling interests of the subsidiaries 1,385,813 648,412 - -

Total shareholders' equity 31,694,697 16,282,904 24,114,940 9,217,976

Total liabilities and shareholders' equity 56,820,743 32,197,024 38,269,006 22,750,601


Directors

3

(Unaudited but reviewed)


Income statements

For the three-month periods ended 30 September 2011 and 2010

(Unit: Thousand Baht except earnings per shares expressed in Baht)


Note 2011 2010 2011 2010

Revenues

Revenues from hospital operations 5 10,086,865 6,294,006 2,243,089 1,901,446

Other income 5

Revenue from sales of goods and foods 244,766 39,630 12,104 10,528

Interest income 15,525 14,554 13,379 41,369

Dividend income 50,347 525 89,366 28,056

Others 128,819 53,813 101,064 81,400

Total other income 439,457 108,522 215,913 161,353

Total revenues 10,526,322 6,402,528 2,459,002 2,062,799

Expenses

Cost of hospital operations and goods sold 5 6,064,554 3,554,916 1,317,561 1,095,239

Administrative expenses 5 1,810,099 1,256,504 567,656 565,599

Depreciation and amortisation expenses 727,605 532,763 179,984 179,541

Total expenses 8,602,258 5,344,183 2,065,201 1,840,379

Profit before share of income from investments in

associated companies, finance expenses and

corporate income tax 1,924,064 1,058,345 393,801 222,420

Share of income from investments in associated

companies 7 107,293 104,154 - -

Profit before finance expenses and corporate

income tax 2,031,357 1,162,499 393,801 222,420

Finance expenses 5 (192,432) (153,586) (139,943) (150,953)

Profit before corporate income tax 1,838,925 1,008,913 253,858 71,467

Corporate income tax (487,553) (245,303) (42,898) (24,640)

Profit for the period 1,351,372 763,610 210,960 46,827

Profit attributable to:

Equity holders of the Company 1,272,979 733,124 210,960 46,827

Non-controlling interests of the subsidiaries 78,393 30,486

1,351,372 763,610

Basic earnings per share (Baht)

Profit attributable to equity holders of the Company 0.82 0.60 0.14 0.04

Weighted average number of ordinary shares (shares) 1,545,458,883 1,214,498,745 1,545,458,883 1,214,498,745


4



Statements of comprehensive income

For the three-month periods ended 30 September 2011 and 2010



2011 2010 2011 2010

Profit for the period 1,351,372 763,610 210,960 46,827

Other comprehensive income:

Gain(loss) on change in value

of available-for-sale investments 233,659 (16) 233,585 (16)

Exchange differences on translation of

financial statements in foreign currency 13,856 (99,874) - -

Share of other comprehensive income from

associated company (57,795) - - -

Other comprehensive income for the period 189,720 (99,890) 233,585 (16)

Total comprehensive income for the period 1,541,092 663,720 444,545 46,811

Total comprehensive income attributable to:

Equity holders of the Company 1,471,650 633,234 444,545 46,811


1,541,092 663,720


5



Income statements

For the nine-month periods ended 30 September 2011 and 2010

(Unit: Thousand Baht except earnings per shares expressed in Baht)


Note 2011 2010 2011 2010

Revenues

Revenues from hospital operations 5 25,694,343 17,528,781 6,221,176 5,388,254

Other income 5

Revenue from sales of goods and foods 718,677 114,002 31,887 27,872

Interest income 38,059 38,652 50,804 129,715

Dividend income 102,028 610 887,150 598,683

Gain on fair value adjustment of investments 6.1, 7.1 479,028 - - -

Others 325,546 175,096 286,183 234,290

Total other income 1,663,338 328,360 1,256,024 990,560

Total revenues 27,357,681 17,857,141 7,477,200 6,378,814

Expenses

Cost of hospital operations and goods sold 5 15,508,105 10,027,943 3,652,421 3,082,435

Administrative expenses 5 4,784,220 3,488,446 1,629,825 1,488,822

Depreciation and amortisation expenses 1,981,271 1,602,635 532,074 533,044

Total expenses 22,273,596 15,119,024 5,814,320 5,104,301

Profit before share of income from investments in

associated companies, finance expenses and

corporate income tax 5,084,085 2,738,117 1,662,880 1,274,513

Share of income from investments in associated

companies 7 283,336 224,323 - -

Profit before finance expenses and corporate

income tax 5,367,421 2,962,440 1,662,880 1,274,513

Finance expenses 5 (567,619) (459,732) (417,254) (451,268)

Profit before corporate income tax 4,799,802 2,502,708 1,245,626 823,245

Corporate income tax (1,127,217) (632,078) (91,121) (85,305)

Profit for the period 3,672,585 1,870,630 1,154,505 737,940

Profit attributable to:

Equity holders of the Company 3,495,352 1,803,098 1,154,505 737,940


3,672,585 1,870,630

Basic earnings per share (Baht)

Profit attributable to equity holders of the Company 2.44 1.48 0.81 0.61

Weighted average number of ordinary shares (shares) 1,433,761,844 1,214,498,745 1,433,761,844 1,214,498,745


6



Statements of comprehensive income




2011 2010 2011 2010

Profit for the period 3,672,585 1,870,630 1,154,505 737,940

Other comprehensive income:

Gain (loss) on change in value

of available-for-sale investments 567,526 (74) 567,440 (74)

Exchange differences on translation of

financial statements in foreign currency 33,915 (117,905) - -

Share of other comprehensive income from

associated company 66,991 - - -

Other comprehensive income for the period 668,432 (117,979) 567,440 (74)

Total comprehensive income for the period 4,341,017 1,752,651 1,721,945 737,866

Total comprehensive income attributable to:

Equity holders of the Company 4,171,735 1,685,119 1,721,945 737,866


4,341,017 1,752,651


7



Statements of cash flows




2011 2010 2011 2010

Cash flows from operating activities

Profit before corporate income tax 4,799,802 2,502,708 1,245,626 823,245

Adjustments to reconcile profit before corporate income tax to

cash provided by (paid from) operating activities:

Depreciation and amortisation expenses 1,981,271 1,602,635 532,074 533,044

Write-off of assets 14,658 14,561 276 -

Bad debts and allowance for doubtful accounts 86,560 102,532 23,384 60,352

Loss (reversal loss) on impairment of assets (13,083) 4,074 (12,333) 20,000

Amortisation of deferred income (32,408) (28,678) (28,246) (28,678)

Share of income from investments in associated companies (283,336) (224,323) - -

Negative goodwill (1,503) - - -

Gain on fair value adjustment of investments (479,028) - - -

Amortisation of expense for convertible debentures,

issued debentures and loan 3,183 6,662 2,450 6,662

Gain on disposal of property, premises and equipment (4,461) (3,149) (2,236) (1,336)

Gain on disposal of investment - (314) - (314)

Unrealised loss (gain) on foreign exchange - - (13,344) 41,783

Long-term employee benefit expenses 77,414 - 16,681 -

Interest income (38,059) (38,652) (50,804) (129,715)

Dividend income (102,028) (610) (887,150) (598,683)

Interest expense 567,619 459,732 417,254 451,268

Profit from operating activities before changes

in operating assets and liabilities 6,576,601 4,397,178 1,243,632 1,177,628

Decrease (increase) in operating assets

Trade accounts receivable (413,215) (324,861) (127,627) (114,551)

Other accounts receivable - related parties 8,592 (2,228) 7,222 (1,909)

Inventories (18,122) 33,205 (5,108) 13,173

Other current assets (69,518) (39,822) 18,079 (196)

Other non-current assets (19,470) (30,185) 636 (2,257)

Increase (decrease) in operating liabilities

Trade accounts payable 212,087 75,039 25,467 9,975

Other accounts payable 42,063 (61,614) 2,831 6,656

Accrued expenses 774,265 342,841 233,935 90,267

Other current liabilities (98,763) 49,314 (18,755) (22,190)

Provision for long-term employee benefits (18,010) - (5,210) -

Other non-current liabilities 27,885 13,762 7,665 15,820

Net cash from operating activities 7,004,395 4,452,629 1,382,767 1,172,416

Cash received from interest income 32,412 9,668 43,716 93,419

Cash paid for interest expenses (572,727) (454,873) (435,738) (456,318)

Cash receipt from tax refund 15,594 8,627 - -

Cash paid for corporate income tax (1,343,961) (642,272) (59,604) (89,301)

Net cash from operating activities 5,135,713 3,373,779 931,141 720,216


10



Statements of cash flows (continued)

For the nine-month periods ended 30 September 2011 and 2010(Unit: Thousand Baht)


2011 2010 2011 2010

Cash flows from investing activities

Decrease (Increase) in short-term investments 1,469,195 (1,038,630) 1,739,533 (1,038,189)

Decrease in restricted financial institution deposits 9,593 2,520 - -

Dividend received 133,999 34,301 856,009 571,152

Interest receipt from investment 15,112 18,832 15,112 18,832

Cash paid for purchase of investments in subsidiaries,

associates and other company (2,188,039) (102,366) (4,607,474) (108,103)

Cash received from refunding capital of a subsidiary company - - 240,000 -

Cash received from disposal of dued other long-term investment 500,000 - 500,000 -

Cash received from disposal of investment - 1,052 - 1,052

Cash received from disposal of property, premises and equipment 14,068 12,439 5,408 4,289

Cash paid for purchase of property, premises and equipment (2,739,599) (868,532) (607,533) (249,549)

Cash paid for leasehold rights (52,961) - (52,961) -

Decrease (increase) in short-term loans to related parties - - (30,187) 829

Increase in long-term loans to related parties - - - (69,280)

Cash received from long-term loans to related parties - - 478,770 1,199,596

Cash paid for purchase of intangible assets (115,625) (27,224) (1,331) (96)

Net cash from (used in) investing activities (2,954,257) (1,967,608) (1,464,654) 330,533

Cash flows from financing activities

Increase in short-term loans from related parties - - 875,027 48,046

Decrease in bank overdraft and short-term loans

from financial instititons (9,306) - - -

Cash received from long-term loans from financial institutions 3,594,780 - - -

Repayment of long-term loans from financial institutions (3,893,090) (272,930) (257,850) (257,850)

Repayments of liabilities under finance lease agreements (101,186) (83,410) (1,162) (1,853)

Cash received from issue of debentures 3,494,818 - 3,494,818 -

Cash paid for redemption of debentures (3,000,000) - (3,000,000) -

Cash paid for investment in subsidiary companies

from non - controlling interest (118,487) (4,737) - -

Net cash received from issuing ordinary shares 9,717 - 9,717 -

Dividend paid (989,913) (850,140) (989,913) (850,140)

Dividend paid by subsidiaries to non - controlling interests (45,452) (25,901) - -

Net cash from (used in) financing activities (1,058,119) (1,237,118) 130,637 (1,061,797)

Net increase (decrease) in cash and cash equivalents 1,123,337 169,053 (402,876) (11,048)

Cash and cash equivalents at beginning of period 2,489,455 1,886,442 1,082,259 1,132,426

Cash and cash equivalents at end of period 3,612,792 2,055,495 679,383 1,121,378

Supplemental cash flows information:

Non-cash items:

Assets acquired under finance lease agreements 81,561 63,727 11,159 -

Increase (decrease) in accounts payable

- property, premises and equipment 105,116 (69,624) 92,439 16,050

Increase (decrease) in payable to construction and retention 27,977 4,172 (4,442) 34,986

Dividend receivable 31,141 27,531 31,141 27,531

Acquire investment in subsidiary companies by issuing shares 13,321,248 - 13,321,248 -


11



Statements of changes in shareholders' equity



Consolidated financial statements

Net change in

Surplus (deficit) ownership Equity

on changes Share of other interest of attributable to

Retained earnings in value of Convertible comprehensive subsidiary Total other Total equity non-controlling

Issued and Difference from Appropriated- available-for- Revaluation debentures - income from shareholding components of attributable to interest Total

paid-up Premium on shareholding statutory sale surplus on Translation equity associated recognised shareholders' owners of of the shareholders'

share capital ordinary shares restructure reserve Unappropriated investments land adjustment component company in equity equity the Company subsidiaries equity

Balance as at 31 December 2009 1,214,499 5,855,970 305,000 131,226 4,706,958 (221) 1,949,627 (44,144) 10,921 20,834 - 1,937,017 14,150,670 596,452 14,747,122

Profit for the period - - - - 1,803,098 - - - - - - - 1,803,098 67,532 1,870,630

Other comprehensive income for the period - - - - - (74) - (117,905) - - - (117,979) (117,979) - (117,979)

Total comprehensive income for the period - - - - 1,803,098 (74) - (117,905) - - - (117,979) 1,685,119 67,532 1,752,651

Dividend paid (Note 15) - - - - (850,140) - - - - - - - (850,140) - (850,140)

Decrease in non-controlling interests

of subsidiaries - - - - - - - - - - - - - (27,713) (27,713)

Balance as at 30 September 2010 1,214,499 5,855,970 305,000 131,226 5,659,916 (295) 1,949,627 (162,049) 10,921 20,834 - 1,819,038 14,985,649 636,271 15,621,920

Balance as at 31 December 2010 1,246,036 6,988,761 305,000 131,226 5,161,968 (179) 1,949,627 (168,801) 20 20,834 - 1,801,501 15,634,492 648,412 16,282,904

Cumulative effect of change in accounting policy

for employee benefits (Note 2) - - - - (517,150) - - - - - - - (517,150) (19,304) (536,454)

Acquire investments in subsidiary companies by

issuing shares (Note 6) 295,237 12,879,900 - - - - - - - - - - 13,175,137 - 13,175,137

Issue of share capital (Note 14) 4,128 151,699 - - - - - - - - - - 155,827 - 155,827

Conversion of convertible debentures 58 2,138 - - - - - - (20) - - (20) 2,176 - 2,176

Profit for the period - - - - 3,495,352 - - - - - - - 3,495,352 177,233 3,672,585

Other comprehensive income for the period - - - - - 567,526 - 41,866 - 66,991 - 676,383 676,383 (7,951) 668,432

Total comprehensive income for the period - - - - 3,495,352 567,526 - 41,866 - 66,991 - 676,383 4,171,735 169,282 4,341,017

Change in non-controlling interests of subsidiaries

from purchase investment in subsidiaries - - - - - - - - - - (2,313,333) (2,313,333) (2,313,333) 632,875 (1,680,458)

Decrease in non-controlling interests of subsidiaries

from dividend of subsidiaries - - - - - - - - - - - - - (45,452) (45,452)

Balance as at 30 September 2011 1,545,459 20,022,498 305,000 131,226 8,140,170 567,347 1,949,627 (126,935) - 87,825 (2,313,333) 164,531 30,308,884 1,385,813 31,694,697


8

Equity attributable to owners of the Company

Other components of shareholders’ equity



Statements of changes in shareholders' equity (continued)



Surplus (deficit)

on changes

Retained earnings in value of Convertible Total other

Issued and Appropriated- available-for- Revaluation debentures - components of Total

paid-up Premium on statutory sale surplus on equity shareholders' shareholders'

share capital ordinary shares reserve Unappropriated investments land component equity equity

Balance as at 31 December 2009 1,214,499 5,793,046 131,226 1,031,096 (222) 728,481 10,921 739,180 8,909,047

Profit for the period - - - 737,940 - - - - 737,940

Other comprehensive income for the period - - - - (74) - - (74) (74)

Total comprehensive income for the period - - - 737,940 (74) - - (74) 737,866

Dividend paid (Note 15) - - - (850,140) - - - - (850,140)

Balance as at 30 September 2010 1,214,499 5,793,046 131,226 918,896 (296) 728,481 10,921 739,106 8,796,773

Balance as at 31 December 2010 1,246,036 6,925,837 131,226 186,555 (179) 728,481 20 728,322 9,217,976


for employee benefits (Note 2) - - - (158,121) - - - - (158,121)


for investment property (Note 2) - - - 215,170 - (215,170) - (215,170) -

Acquire investments in subsidiary companies by

issuing shares (Note 6) 295,237 12,879,900 - - - - - - 13,175,137

Issue of share capital (Note 14) 4,128 151,699 - - - - - - 155,827

Conversion of convertible debentures 58 2,138 - - - - (20) (20) 2,176

Profit for the period - - - 1,154,505 - - - - 1,154,505

Other comprehensive income for the period - - - - 567,440 - - 567,440 567,440

Total comprehensive income for the period - - - 1,154,505 567,440 - - 567,440 1,721,945

Balance as at 30 September 2011 1,545,459 19,959,574 131,226 1,398,109 567,261 513,311 - 1,080,572 24,114,940


9

Separate financial statements

Other components of shareholders’ equity


12

Bangkok Dusit Medical Services Public Company Limited and its subsidiaries Notes to consolidated interim financial statements For the three-month and nine-month periods ended 30 September 2011 and 2010

1. General information

1.1 Corporate information

Bangkok Dusit Medical Services Public Company Limited (“The Company”) is a

public company incorporated and domiciled in Thailand. The Company is principally

engaged in hospital business. The registered address is at 2, Soi Soonvijai 7, New

Petchburi Road, Bang Kapi, Huaykwang, Bangkok.

1.2 Basis for the preparation of interim financial statements

These interim financial statements are prepared in accordance with Accounting

Standard No. 34 (revised 2009) “Interim Financial Reporting”, with the Company

choosing to present condensed interim financial statements. However, the Company

has presented the statements of financial position, income statement,

comprehensive income, changes in shareholders’ equity, and cash flows in the same

format as that used for the annual financial statements.

The interim financial statements are intended to provide information additional to that

included in the latest annual financial statements. Accordingly, they focus on new

activities, events and circumstances so as not to duplicate information previously

reported. These interim financial statements should therefore be read in conjunction

with the latest annual financial statements.

The interim financial statements in Thai language are the official statutory financial

statements of the Company. The interim financial statements in English language

have been translated from the Thai language interim financial statements.


13

1.3 Application of new accounting standards during the period

During the current period, the Company adopted a number of revised and new

accounting standards, issued by the Federation of Accounting Professions, as listed

below.

Accounting standards:

TAS 1 (revised 2009) Presentation of Financial Statements TAS 2 (revised 2009) Inventories TAS 7 (revised 2009) Statement of Cash Flows

TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009) Events after the Reporting Period TAS 11 (revised 2009) Construction Contracts TAS 16 (revised 2009) Property, Plant and Equipment TAS 17 (revised 2009) Leases TAS 18 (revised 2009) Revenue TAS 19 Employee Benefits TAS 23 (revised 2009) Borrowing Costs TAS 24 (revised 2009) Related Party Disclosures TAS 26 Accounting and Reporting by Retirement Benefit Plans TAS 27 (revised 2009) Consolidated and Separate Financial Statements TAS 28 (revised 2009) Investments in Associates TAS 29 Financial Reporting in Hyperinflationary Economies TAS 31 (revised 2009) Interests in Joint Ventures TAS 33 (revised 2009) Earnings per Share TAS 34 (revised 2009) Interim Financial Reporting TAS 36 (revised 2009) Impairment of Assets TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets TAS 38 (revised 2009) Intangible Assets TAS 40 (revised 2009) Investment Property

Financial reporting standards:

TFRS 2 Share-Based Payment TFRS 3 (revised 2009) Business Combinations TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued

Operations TFRS 6 Exploration for and Evaluation of Mineral Resources


14

Financial Reporting standards Interpretations:

TFRIC 15 Agreements for the Construction of Real Estate

Accounting Standard Interpretations:

SIC 31 Revenue-Barter Transactions Involving Advertising Services

These accounting standards do not have any significant impact on the financial

statements for the current period, except for TAS 19 Employee Benefits, TAS 40

(Revised 2009) Investment Property and TFRS 3 (Revised 2009) Business

Combinations as described in Notes 1.5 and 2.

1.4 Basis of consolidation

These interim consolidated financial statements include the financial statements of

Bangkok Dusit Medical Services Public Company Limited and its subsidiaries (“the

Group”) and have been prepared on the same basis as that applied for the

consolidated financial statements for the year ended 31 December 2010 with

structural changes related to subsidiaries during the current period as discussed in

Note 6 to the financial statements.

1.5 Significant accounting policies

The interim financial statements are prepared using the same accounting policies

and methods of computation as were used for the financial statements for the year

ended 31 December 2010, except for the changes in the following accounting

policies due to the adoption of revised and new accounting standards and financial

reporting standard related to business combinations.

Employee benefits

Post-employment benefits (Defined contribution plans)

The Company and its subsidiary companies and their employees have jointly

established a provident fund. The fund is monthly contributed by employees and by the

Company and its subsidiary companies. The fund’s assets are held in a separate trust

fund and the Company’s and its subsidiary companies contributions are recognised as

expenses when incurred.

Post-employment benefits (Defined benefit plans)

The Company and its subsidiary companies has obligations in respect of the

severance payments it must make to employees upon retirement under labor law.

The Company and its subsidiary companies treat these severance payment

obligations as a defined benefit plan.


15

The obligation under the defined benefit plan and other long-term employee benefit plan is determined by a professionally qualified independent actuary, using the projected unit credit method. Such determination is made based on various assumptions, including discount rate, future salary increase rate, staff turnover rate, mortality rate, and inflation rates.

Actuarial gains and losses arising from post-employment benefits are recognised immediately in other comprehensive income.

For the first-time adoption of TAS 19 Employee Benefits, the Company elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, through an adjustment to the beginning balance of retained earnings in the current period.

Provisions for vacation

The Company and its subsidiaries have set up provisions for vacation which is calculated in accordance with the Company's policy and formula, taking into consideration the employee's salary, the number of years of service and the unused vacation day.

Investment property

Investment property is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value. Any gains or losses arising from changes in the value of investment property is recognised in profit or loss when incurred.

On disposal of investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period when the asset is derecognised.

For the first-time adoption of TAS 40 (Revised 2009) Investment Property, the Company elected to recognised investment property under fair value model and recognised impact of the change to the financial statements through an adjustment to the beginning balance of retained earnings in the current period.

Business combinations

Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and the services are received.

If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.


16

2. Cumulative effect of changes in accounting policies due to the adoption of new accounting standards

During the current period, the Company and subsidiary companies made the

changes to its significant accounting policies described in Note 1.5 to the financial

statements. The cumulative effect of the changes in the accounting policies has

been separately presented in the statements of changes in shareholders’ equity as

summarised below.

2.1 TAS 19 Employee Benefits

This accounting standard requires employee benefits to be recognised as expense in the period in which the service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-employment benefits using actuarial techniques and provisions for vacation. The Company and its subsidiaries previously accounted for such employee benefits when they were incurred.

The Company and its subsidiaries have changed this accounting policy in the current year and recognise the liability in the transition period through an adjustment to the beginning balance of retained earnings in the current period. The change has the effect of decreasing the beginning balance of retained earnings of the Company and its subsidiary companies by Baht 497.2 million (separate financial statements: 158.1 million) and decreasing the profit for the three-month and nine-month periods ended 30 September 2011 by Baht 35.1 million and Baht 82.9 million, respectively, or Baht 0.024 per share and Baht 0.058 per share, respectively (separate financial statements: decreasing profit by Baht 7.1 million and Baht 19.7 million, respectively, or Baht 0.005 per share and Baht 0.013 per share, respectively).

In addition, an associated company has changed this accounting policy in the current

year and recognise the liability in the transition period through an adjustment to the

beginning balance of retained earnings in the current period. The change has the

effect of decreasing the beginning balance of investment in such associated

company under equity method in consolidated financial statements and consolidated

retained earnings by Baht 20.0 million.


17

2.2 TAS 40 (revised 2009) Investment Property

This accounting standard requires entities to choose to recognise investment property either under the cost model (with disclosure of fair value in the notes to financial statements) or the fair value model, whereby changes in fair value are to be recognised in profit or loss. Investment property was previously recognised under the caption of Property, Premises and Equipment, which is measured using the cost/revalued model. In adopting the new accounting policy, the Company separately presents investment property and measure it using the fair value model, commencing in the current period. The Company has recognised the effect of the change in accounting policy as an adjustment to the opening balance of retained earnings for the period. The change has the effect of increasing the beginning balance of retained earnings of the Company by Baht 215.2 million and not effect to the retained earnings of consolidated financial statements.

3. New accounting standards issued during the period not yet effective

During the current period, the Federation of Accounting Professions issued the below listed new accounting standards that are effective for fiscal years beginning on or after 1 January 2013.

Accounting Standard Interpretations:

SIC 10 Government Assistance - No Specific Relation to Operating Activities

SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders


18

4. Trade accounts receivable

As at 30 September 2011 and 31 December 2010, the aging analysis of the

outstanding trade accounts receivable is as follows:


Consolidated financial

statements

Separate financial

statements

30 September

2011

31 December

2010

30 September

2011

31 December

2010

Related parties

Less than 3 months 907 2,233 5,615 9,283

3 - 6 months 369 - 1,299 -

6 - 12 months - - 1,704 -

Total trade accounts receivable - related parties 1,276 2,233 8,618 9,283

Unrelated parties

Less than 3 months 2,594,342 1,579,726 450,291 409,029

3 - 6 months 333,276 232,699 104,831 66,303

6 - 12 months 168,994 109,659 68,840 42,951

Over 12 months 263,341 162,109 104,862 82,249

Total trade accounts receivable - unrelated parties 3,359,953 2,084,193 728,824 600,532

Less: Allowance for doubtful accounts (325,986) (193,569) (118,127) (94,743)

Total trade accounts receivable -

unrelated parties - net 3,033,967 1,890,624 610,697 505,789

Total trade accounts receivable -net 3,035,243 1,892,857 619,315 515,072

5. Related party transactions

The Company and its subsidiaries had significant business transactions with

individuals and related parties, which have been concluded on commercial terms

and bases agreed upon between the Company and those related parties. Below is a

summary of those transactions.

Transaction Pricing and lending policy

Revenue from hospital operation and

lab service

Based on the price charged to normal customers

Revenue and expenses from consulting

and management

Rates as stipulated in agreements

Rental income and rental expenses Rates as stipulated in agreements

Interest charge of intercompany loan Interest rate is close to rate charged by bank to

normal customers


19

The significant intercompany transactions are as follows:

(Unit: Million Baht)

For the three-month periods ended 30 September


statements

Separate financial

statements

2011 2010 2011 2010

Subsidiary companies

Revenue from hospital operations and lab

services - - 15.1 3.4

Consulting and management fee income - - 60.7 56.8

Interest income - - 11.1 27.1

Dividend income - - 11.5 -

Other income - - 3.7 9.1

Service cost - - 105.0 95.0

Consulting and management fee expenses - - 53.5 43.6

Other expenses - - 24.3 14.4

Interest expenses - - 8.6 2.0

Sale of vehicles - - 1.2 -

Associated companies


services 0.7 0.4 0.1 -

Dividend income - - 27.5 27.5

Other income 0.1 3.8 - -

Service cost 34.1 28.4 20.7 18.8

Individuals or related companies


services 0.7 - 0.3 -

Dividend income 3.6 - 3.6 -

Other income - 1.7 - -

Service cost 3.0 1.5 2.7 1.3

Other expenses 5.2 1.2 2.4 1.2


20


For the nine-month periods ended 30 September


Separate financial

statements

2011 2010 2011 2010


Revenue from hospital operations and

lab services - - 30.9 19.2

Consulting and management fee

income - - 175.1 156.8

Interest income - - 40.0 92.5

Dividend income (Note 6) - - 726.2 537.8

Other income - - 28.5 21.6

Service cost - - 331.3 239.8


expenses - - 155.7 125.0

Other expenses - - 52.6 43.6

Interest expenses - - 21.2 5.7

Sale of vehicles - - 1.2 -

Associated companies


lab services 1.1 0.8 0.1 -

Dividend income (Note 7) - - 61.8 60.3

Other income 12.2 8.6 0.2 -

Service cost 99.2 84.8 54.2 56.1

Dividend paid - 4.4 - 4.4

Individuals or related companies


lab services 3.7 0.1 1.2 0.1

Dividend income 10.8 - 10.8 -

Other income 4.6 4.8 - 0.2

Service cost 10.6 9.1 9.6 8.6

Other expenses 6.0 5.0 2.5 2.6

Dividend paid - 80.0 - 80.0


21

The outstanding balances of the above transactions as at 30 September 2011 and

31 December 2010 have been separately shown in the statements of financial

position as follows:



statements

Separate financial

statements

30

September

2011

31

December

2010

30

September

2011

31

December

2010

Trade accounts receivable -

related parties

Subsidiary companies - - 8,356 7,804

Associated companies 526 117 9 -

Related companies 750 2,116 253 1,479

Total trade accounts receivable -

related parties 1,276 2,233 8,618 9,283

Short-term loans to related parties


Total short-term loans to related

parties - - 172,104 103,132

Other accounts receivable -

related parties


receivables


Total - 21,882 25,118

Others


Associated companies 5,706 13,394 - -

Related companies 4,629 5,533 - -

Total 10,335 18,927 14,303 12,420

Total other accounts receivable -

related parties 10,335 18,927 36,185 37,538


22



statements

Separate financial

statements

30

September

2011

31

December

2010

30

September

2011

31

December

2010

Dividend receivable - related parties

Associated companies 27,531 - 27,531 -

Related parties 3,610 - 3,610 -

Total dividend receivable - related parties 31,141 - 31,141 -

Long term loans to - related parties

Subsidiary companies - - 818,577 1,321,014

Total long term loans to - related parties - - 818,577 1,321,014

Leasehold rights - related parties - net

(included in leasehold rights - net)

Associated companies 268,858 262,103 - -

Related parties 87,130 91,632 - -

Total leasehold rights - related parties - net 355,988 353,735 - -

Deposits - related parties (included in other non-current

assets - others)

Subsidiary company - - 122 122

Associated company 2,700 2,700 2,700 2,700

Total deposits - related parties 2,700 2,700 2,822 2,822

Short-term loans from related parties

Subsidiary companies - - 1,514,628 639,601

Total short-term loans from related parties - - 1,514,628 639,601


23



statements

Separate financial

statements

30

September

2011

31

December

2010

30

September

2011

31

December

2010

Trade accounts payable - related

parties


Associated companies 84,938 76,723 70,743 65,020

Related companies 3,961 290 3,820 285

Total trade accounts payable -

related parties 88,899 77,013 117,175 110,996

Other accounts payable - related

parties


Associated companies 5,048 1,967 - 113

Related companies 4,519 3,131 137 65

Total other accounts payable -

related parties 9,567 5,098 48,621 24,868

Deposits - related parties

(included in other non-current

liabilities)


Associated company - 113 - 113

Total deposits - related parties - 113 2,045 2,158


24

Movement of loans to and loans from related parties during the period of nine-month

ended 30 September 2011 are summarised as follow:



31

December

2010 Increase Decrease

30

September

2011

Short-term loans to related parties

Subsidiary companies 103,132 386,684 (317,712) 172,104

Total short-term loans to related parties 103,132 386,684 (317,712) 172,104

Long-term loans to related parties

Subsidiary companies 1,321,014 13,840 (516,277) 818,577

Total long-term loans to related parties 1,321,014 13,840 (516,277) 818,577

Short-term loans from related parties

Subsidiary companies 639,601 1,514,628 (639,601) 1,514,628

Total short-term loans from related parties 639,601 1,514,628 (639,601) 1,514,628

Short-term and long-term loans to related parties

Loans to related parties comprise short-term loan and long-term loan for a period of

3 - 8 years which the Company has entered into agreements with subsidiary

companies and a subsidiary company has entered into agreements with the group of

subsidiary companies. The loans bear interest at the rates stipulated in the

agreements, payable monthly, while principal is repayable on the bases stipulated in

the agreements.

Management agreement

The Company

The Company services hospital management to subsidiary companies which the

remuneration rates are based on the net revenue from hospital operations.


25

The Subsidiary

A subsidiary company has entered into a Hospital Management Agreement with

another subsidiary company. The agreement is for a period of ten years and is

entitled to renew. The subsidiary company shall receive managing income at the

certain percentage of total operation result stipulated in the agreement. The payment

must be made on a monthly basis, starting in June 2002.

A subsidiary company has entered into a Hospital Management Agreement with its 4

subsidiary companies and other 4 subsidiary companies. The agreement is for 1 –

2.5 years and is entitled to renew. The subsidiary company shall receive managing

income at the fixed rates stipulated in the agreement. The payment must be made

on a monthly basis.

Long-term rental agreement

The Company

In May 2004, a subsidiary company has entered into the three-year land rental

agreement with the Company for hospital operation. The subsidiary company has to pay

a monthly rental fee at the rate stipulated in the agreement. Subsequently, the

subsidiary has extended the agreement to 30 April 2013.

The Subsidiary

A subsidiary company has entered into an agreement to rent land from the subsidiary

company for construction of building, expiring on 31 December 2012, with the

subsidiary company has to pay a monthly rental fee at the rate stipulated in the

agreement.

The subsidiary company then has entered into an agreement to rent the building from

such subsidiary company for its hospital operations, expiring on 30 April 2014, with

the subsidiary company has to pay monthly rental fee at the rate stipulated in the

agreement.

Service and management agreement

A subsidiary company has entered into the service and management agreements

with the Company and subsidiary companies. The Company and subsidiary

companies have to pay a monthly service and management fee at the rate stipulated

in the agreements.


26

A subsidiary company has entered into the information technology management

agreements with the Company and subsidiary companies. The Company and

subsidiary companies have to pay a monthly information technology service and

management fee at the rate stipulated in the agreements.

A subsidiary company has entered into the food service and maintenance

agreements with the Company and subsidiary companies. The Company and

subsidiary companies have to pay a monthly service and management fee at the

rate stipulated in the agreements.

Air ambulance service agreement

Associated company

On 1 September 2007, an associated company has entered into the air ambulance

service agreement with the Company. The agreement is for a period of 3 years

starting from the date the service is commenced and is entitled to renew. The

agreement stipulated the monthly minimum service fee which the associated

company earned from the Company. The Company has extended the agreement to

31 December 2011.

Guarantee obligations with related parties

The Company had guaranteed long-term loan on credit amount of USD 4 million and

overdraft facility amounting to USD 1 million for an overseas subsidiary company.

The Company had guaranteed long-term loan on credit amount of Baht 2,876 million

for local subsidiary companies.

Directors’ and management’s remuneration

During the three-month and nine-month periods ended 30 September 2011, the

Company and its subsidiaries had salaries, bonuses, meeting allowances and other

remuneration of their directors and management recognised as expenses totaling Baht

13.1 million and Baht 47.1 million, respectively and separate financial statements:

Baht 13.1 million and Baht 47.1 million, respectively (2010: Baht 7.7 million and Baht

39.9 million, respectively, and separate financial statements: Baht 7.7 million and

Baht 39.9 million, respectively).


27

6. Investments in subsidiary companies



Company’s name Types of business Paid-up Capital % Shareholding Investments (cost method)

Dividend received during the

nine-month periods ended

30

September

2011

31

December

2010

30

September

2011

31

December

2010

30

September

2011

30

September

2010

Samitivej Public Co., Ltd. Hospital Baht 1,000 million 95.76 95.76 1,639,071 1,639,071 241,324 191,527

Bangkok Hospital Hatyai Co., Ltd. Hospital Baht 500 million 98.78 98.78 574,373 574,373 34,573 59,249

Bangkok Phuket Hospital Co., Ltd. Hospital Baht 500 million 99.68 99.67 610,153 609,995 79,739 -

BNH Medical Center Co., Ltd. Hospital Baht 586 million 91.48 91.42 602,633 602,235 67,021 66,980

Bangkok Phrapradaeng Hospital Co., Ltd. Hospital Baht 105 million 79.00 79.00 96,775 96,775 - -

Bangkok Pattaya Hospital Co., Ltd. Hospital Baht 280 million 97.22 97.22 708,196 708,196 - 27,218

Bangkok Rayong Hospital Co., Ltd. Hospital Baht 400 million 100.00 100.00 415,020 415,020 80,000 40,000

Bangkok Samui Hospital Co., Ltd. Hospital Baht 150 million 100.00 100.00 150,000 150,000 45,000 60,000

Bangkok Trat Hospital Co., Ltd. Hospital Baht 250 million 99.76 99.76 245,889 245,889 19,951 -

Wattanavej Co., Ltd. Hospital Baht 180 million 99.69 99.67 450,643 450,534 89,725 53,824

Bangkok Ratchasima Hospital Co., Ltd. Hospital Baht 300 million 89.71 89.53 917,116 915,246 - -

National Healthcare Systems Co., Ltd. Central Lab Baht 75 million 74.02 74.02 56,768 56,768 33,311 33,311

Bio Molecular Laboratories (Thailand) Co., Ltd. Central Lab Baht 10 million 95.00 95.00 9,502 9,502 4,750 5,700

Angkor Pisith Co., Ltd. Hospital USD 10 million 80.00 80.00 287,840 287,840 - -

Phnom Penh Medical Services Co., Ltd. Hospital USD 10 million 100.00 100.00 338,323 338,323 - -

Royal Rattanak Medical Services Co., Ltd Hospital Riel 26,000 million 70.00 70.00 154,063 154,063 - -

B.D.M.S. International Medical Services Co., Ltd. Hospital Riel 9,200 million 100.00 100.00 94,208 94,208 - -


28



Company’s name Types of business Paid-up Capital % Shareholding Investments (cost method)

Dividend received during the

nine-month periods ended

30

September

2011

31

December

2010

30

September

2011

31

December

2010

30

September

2011

30

September

2010

Asia International Healthcare Co., Ltd. Investment Baht 35 million 100.00 100.00 35,000 35,000 - -

Bangkok Hospital Hua Hin Co., Ltd. On the process of liquidation Baht 260 million 100.00 100.00 20,000 260,000 - -

New Petchburi Medical Services Co., Ltd. Hospital Baht 1 million 100.00 100.00 999 999 - -

Bangkok Health Insurance Limited Health insurance Baht 105 million 99.94 99.94 47,027 47,027 - -

Royal Bangkok Healthcare Co., Ltd. Management service Baht 736 million 100.00 100.00 736,000 736,000 18,400 -

Greenline Synergy Co., Ltd. Technology and information

service

Baht 200 million 100.00 100.00 200,000 200,000 - -

Bangkok Hospital Khao Yai Co., Ltd. Hospital Baht 70 million 100.00 100.00 70,000 70,000 - -

BDMS Training Co., Ltd. Training business Baht 1 million 100.00 100.00 1,000 1,000 - -

Prasit Patana Public Co., Ltd. Investment Baht 2,341 million 97.14 - 9,109,950 - - -

Paolo Medic Co., Ltd. Hospital Baht 300 million 100.00 - 2,922,872 - - -

Paolo Samutprakarn Co., Ltd. Hospital Baht 42 million 88.73 - 1,675,753 - 7,453 -

Siam Medical Co., Ltd. Hospital Baht 100 million 80.72 - 904,818 - 4,931 -

Thai Medical Center Public Co., Ltd. Hospital Baht 201 million 99.76 - 887,135 - - -

Bangkok Premier Life Insurance Broker Co., Ltd. Life insurance broker Baht 4 million 100.00 - 4,000 - - -

Total investments in subsidiary companies 23,965,128 8,698,064 726,178 537,809

Less: Allowance for impairment of investment (20,000) (20,000)

Total investments in subsidiary companies - net 23,945,128 8,678,064


29

6.1 Merger with Health Network Public Company Limited

On 24 February 2011, the Extraordinary General Meeting of the Company approved for the Company to enter into the merger with Health Network Public Company Limited and the Company has completed the entire business transfer on 1 April 2011 by paying the total consideration of Baht 11,484 million (See consideration paid summary in a).

After merger, the Company has additional investment in subsidiary companies as follows:

Company % of shares held

1) Prasit Patana Public Company Limited and its subsidiaries 68.64%*

2) Paolo Medic Company Limited 100.00%

3) Paolo Samutprakarn Company Limited 88.73%

4) Siam Medical Company Limited 80.72%

5) Thai Medical Centre Public Company Limited 99.76%

* Including the Company’s existing 19.47% shareholding in Prasit Patana Public Company Limited and resulted in a change in the status of this company to a subsidiary company. The Company realised gain from the remeasurement of its previously held shareholding to fair value in the consolidated statement of income by Baht 440 million, under the caption “gain on fair value adjustment of investments”.

The Company and Health Network Public Company Limited must comply with the conditions stipulated in the entire business transfer agreement.

Goodwill from merger

a) Consideration paid for goodwill calculation is as follows:


The Company issued 230,870,405 ordinary shares

(calculation from fair value at acquisition date) 10,424,687

Cash 680,000

Novation of loan 379,416

Total 11,484,103

Add : Fair value of the Company’s existing 19.47% shareholding

in Prasit Patana Public Company Limited 1,512,559

Total consideration paid for calculating goodwill 12,996,662


30

b) The fair value of assets and liabilities at acquisition date are as follows:


Cash and cash equivalents 1,986,099

Short-term investments 264,357

Trade accounts receivable - net 818,977

Short-term loan to a related company 360,000

Inventories 158,317

Other current assets 110,889

Long-term deposit at financial institution 50,000

Restricted financial institution deposits 24,094

Other long-term investments - net 244,233

Investment property 34,400

Property, premises and equipment - net 9,342,016

Intangible assets - net 188,269

Other non-current assets 62,315

Trade accounts payable (463,867)

Income tax payable (311,239)

Other current liabilities (833,921)

Long - term loans from financial institutions (5,565,664)

Liabilities under finance lease agreement (205,270)

Provision for long-term employee benefits (304,132)

Other non-current liabilities (937,341)

Fair value of net assets 5,022,532

Less : Non-controlling interest (1,336,070)

Net asset acquired 3,686,462

Consideration paid 12,996,662

Goodwill 9,310,200

The cost of merger and tender offer totaling Baht 189.5 million has been separately

recorded as expense in income statements for amount of Baht 43.4 million and the

cost of Baht 146.1 million which was related to share capital increase has been

offset with share premium under shareholders' equity in statements of financial

position.


31

6.2 Tender offer to purchase securities of Prasit Patana Public Company Limited

On 7 April 2011, the Company submitted a tender offer proposal to purchase

securities of Prasit Patana Public Company Limited, offering the two following

options of payment to shareholders:

1. Cash payment of Baht 3.71 per shares

2. The Company’s newly issued ordinary shares at the ratio of 10.1706 shares in

Prasit Patana Public Company Limited to 1 share in the Company, equaling Baht

37.75 per share.

After Tender offer completion on 23 May, 2011, the Company has additional

investment in ordinary shares of Prasit Patana Public Company Limited of 666.34

million shares, totaling Baht 2,939.9 million by cash payment of Baht 43.34 million

and issuing 64.4 million ordinary shares of the Company, totaling Baht 2,896.56

million (calculation from fair value at acquisition date). As a result, the Company's

shareholding in that company increased to 97.10 percent.

In addition, in the third quarter of 2011, the Company purchased additional

investment of 1.09 million shares, totaling Baht 4.04 million in Prasit Patana Public

Company Limited from the former shareholders. As a result, the Company's


6.3 Investment in subsidiary companies which the Company previously held

Bangkok Phuket Hospital Co., Ltd.

In 2011, the Company purchased additional investment of 11,000 shares, totaling

Baht 0.2 million in Bangkok Phuket Hospital Co., Ltd. As a result, the Company's


BNH Medical Center Co., Ltd.


Baht 0.4 million in BNH Medical Center Co., Ltd. As a result, the Company's



32

Wattanavej Co., Ltd.


Baht 0.1 million in Wattanavej Co., Ltd. As a result, the Company's shareholding in

that company increased to 99.69 percent.

Bangkok Ratchasima Hospital Co., Ltd.


Baht 1.9 million in Bangkok Ratchasima Hospital Co., Ltd. As a result, the

Company's shareholding in that company increased to 89.71 percent.

Bangkok Hospital Hua Hin Co., Ltd.

In 2010, the Board of Directors of the Company's meeting passed a resolution of the

Company’s restructuring by transferring entirely business of the Company's wholly

owned subsidiary, Bangkok Hospital Hua Hin Co., Ltd., to the Company. Bangkok

Hospital Hua Hin Co., Ltd will transfer all of its assets, liabilities, authorities and

liabilities as of transferring date to the Company. The book value of Bangkok

Hospital Hua Hin Co., Ltd., was used as the basis for price the transfer. The

Company has already transferred the business in the fourth quarter of 2010. At

present, that subsidiary company entered into liquidation process. In 2011, Bangkok

Hospital Hua Hin Co., Ltd. has refunded partial share capital amounting Baht 240

million.

Samitivej Public Co., Ltd. and Samitivej Sriracha Co., Ltd.

In 2011, the subsidiary company purchased additional investment of 100,000 shares,

totaling Baht 3.5 million in Samitivej Sriracha Co., Ltd. As a result, the subsidiary

company increased the percentage of shareholding in that company to 68.06

percent.

Prasit Patana Public Co., Ltd. and Sriracha Nakorn General Hospital Public Co., Ltd.

In the second and third quarters of 2011, the subsidiary company purchased

additional investment of 853,800 shares, totaling Baht 46.1 million in Sriracha Nakorn

General Hospital Public Co.,Ltd. As a result, the subsidiary company increased the

percentage of shareholding in that company to 63.98 percent.


33

Prasit Patana Public Co., Ltd. and Phyathai 2 Hospital Co., Ltd.


additional investment of 108,613 shares, totaling Baht 5.4 million in Phyathai 2

Hospital Co.,Ltd. As a result, the subsidiary company increased the percentage of

shareholding in that company to 99.09 percent.

Prasit Patana Public Co., Ltd. and Phyathai 3 Hospital Co., Ltd.


additional investment of 135,318 shares, totaling Baht 13.5 million in Phyathai 3

Hospital Co., Ltd. As a result, the subsidiary company increased the percentage of

shareholding in that company to 97.75 percent.

6.4 Investment in a new subsidiary company during the period

Bangkok Premier Life Insurance Broker Co., Ltd.

In the third quarter of 2011, the Company invested in Bangkok Premier Life

Insurance Broker Company Limited which operates in life insurance broker business.

The Company invested Baht 4 million in that company for a 100% shareholding.


34

7. Investments in associated companies (Unit: Thousand Baht)

Company’s name Types of business Paid-up Capital % Shareholding


statements

Separate financial

statements

Equity Method Cost Method

30

September

2011

31

December

2010

30

September

2011

31

December

2010

30

September

2011

31

December

2010

Associated companies held by the Company

The Medic Pharma Co., Ltd. Pharmaceuticals Baht 21.4 million 49.00 49.00 140,313 126,578 52,500 52,500

Cool & Joy Co., Ltd. Production of television

and radio program

Baht 5 million 30.00 30.00 1,069 1,069 1,500 1,500

S.R. Property Investment Co., Ltd. Real estate Riel 20 million 49.00 49.00 1,722 1,419 101 101

Siem Reap Land Investment Co., Ltd. Real estate Riel 20 million 49.00 49.00 1,426 1,156 101 101

Phnom Penh First Property Co., Ltd. Real estate Riel 20 million 49.00 49.00 2,723 2,135 88 88

Bangkok Helicopter Services Co., Ltd. Service Baht 100 million 49.00 49.00 40,036 40,962 50,859 50,859

Ramkhamhaeng Hospital Public Co., Ltd. Hospital Baht 120 million 38.24 38.24 2,243,112 1,989,406 1,459,800 1,459,800

Krungdhon Hospital Public Co., Ltd. Hospital Baht 150 million 20.01 20.01 100,357 102,360 101,072 101,072

Udon Pattana (1994) Co., Ltd. (held by the Company at

15.26% and indirectly held by subsidiary at 9.71%)

Hospital Baht 300 million 24.97 - 180,101

-

69,952

-

Total investments in associated companies held by the Company 2,710,859 2,265,085 1,735,973 1,666,021

Associated companies held by the subsidiary companies

Sodexo Support Services (Thailand) Co., Ltd. Management services Baht 5 million 26.00 26.00 7,657 5,910

Al Ghaith Bangkok Dusit Management Services LLC. Management services UAE DIRHAM

0.15 million

30.00 30.00 393

393

Total investments in associated companies held by the subsidiary companies 8,050 6,303

Total investments in associated companies in the consolidated financial statements 2,718,909 2,271,388


35

7.1 Udon Pattana (1994) Co., Ltd.

As a result of purchasing of investment as stated in Note 6.1 and 6.2, Prasit Patana Public Company Limited, the new subsidiary company, has 10 percentage of shareholding in Udon Pattana (1994) Co., Ltd. or 9.71 indirect percentage of shareholding by the Company. Subsequently, in the second and third quarters of 2011, the Company purchased additional investment of 1,577,000 shares, totaling Baht 38.30 million or 5.26 percentage of shareholding in Udon Pattana (1994) Co., Ltd. from the former shareholders. As a result, the Company holds totally 24.97 percentage of shareholding in that company and changes its status to become an associated company. The Company realised gain from the remeasurement of its previously held shareholding to fair value in the consolidated statement of income by Baht 39 million, under the caption “gain on fair value adjustment of investments”. The Company has also reversed allowance for impairment of such investments of Baht 12.3 million.

7.2 Details of share of income and dividend received from the associated companies are set out below.



Company’s name

Share of income(loss) from investments in associated

companies Dividend received during the

nine-month period end

30 September 2011

30 September 2010

30 September 2011

30 September 2010

Associated companies held by the Company The Medic Pharma Co., Ltd. 18,984 16,707 5,250 5,250

Cool & Joy Co., Ltd. - - - -

S.R. Property Investment Co., Ltd. 248 252 - -

Siem Reap Land Investment Co., Ltd. 226 229 - -

Phnom Penh First Property Co., Ltd. 504 526 - -

Bangkok Helicopter Services Co., Ltd. (926) 3,218 - -

Ramkhamhaeng Hospital Public Co., Ltd. 261,755 202,551 55,061 55,061

Krungdhon Hospital Public Co., Ltd. (501) 693 1,501 -

Udon Pattana (1994) Co., Ltd. - - - -

Associated companies held by the subsidiary companies

Sodexo Support Services (Thailand) Co., Ltd.

3,046 147 - -

Al Ghaith Bangkok Dusit Management Services LLC.

- - - -

Total 283,336 224,323 61,812 60,311


36

Share of income from investments in two associated companies which are listed

company on the Stock Exchange of Thailand for the nine-month period ended 30

September 2011 of Baht 261 million (30 September 2010: Baht 203 million)

representing 92.2 percent (30 September 2010: 90.6 percent) of total share of

income from all associated companies were calculated based on the interim financial

statements which were reviewed by the auditors of associated companies.

8. Other long-term investments - net


Company's name

Types of

business

Paid-up

capital

(Million

Baht)

%

share

holding Investment (cost)

30

September

2011

31

December

2010

Investments held by the Company

Available-for-sale investments

Investments in listed securities

Thai Military Bank Public Co., Ltd. Bank 415,367 - 1,770 1,770

Aikchol Hospital Public Co., Ltd. Hospital 125 0.20 350 350

Bumrungrad Hospital Public Co., Ltd. Hospital 730 14.22 3,455,835 -

3,457,955 2,120

Less: Surplus (deficit) on changes in value

of available-for-sale investments

567,261

(179)

Investments in listed securities - net 4,025,216 1,941

Investments in related companies

X-Ray Computer Urupong Co., Ltd. X-ray lab 100 4.52 4,520 4,520

Bangkok Airways Co., Ltd. Airline 1,200 1.20 36,000 36,000

Investments in related companies 40,520 40,520


37


Company's name

Types of

business

Paid-up

capital

(Million

Baht)

%

share


30

September

2011

31

December

2010

Investments in unrelated companies

Udon Pattana (1994) Co., Ltd. Hospital 300 10.00 - 31,650

Computer Center Co., Ltd. * - - - 25

Phayathai X-ray Co., Ltd. * Rental of

medical

instrument

130 - - 3

Winstore Co., Ltd. * Retail and

wholesale

142 0.36 - 226

Thai Longstay Management Co., Ltd. Travel

business

100 2.12 531 531

Prasit Patana Public Co., Ltd. Investment 2,341 19.47 - 1,072,480

Superior Biotech Holding Co., Ltd. Investment 44 9.09 5,000 5,000

5,531 1,109,915

Less: Allowance for impairment of investments - (12,587)

Investments in unrelated companies - net 5,531 1,097,328

Investment in debt security

Bill of Exchange - 500,000

Investment in debt security - 500,000

Total other long-term investments - net,

in the separate financial statements

4,071,267 1,639,789

* Write-off during the period


38


Company's name

Types of

business

Paid-up

capital

(Million

Baht)

%

share


30

September

2011

31

December

2010

Investment held by the subsidiary companies

Investments in unrelated companies

Thai Herbal Products Co., Ltd. Sales of

herbal

products

80 0.60 290 290

Prasitthirat Co., Ltd.** Educational

institution

150 33.33 107,192 -

Phuket International Hospital Co., Ltd.** Hospital 195 6.15 29,552 -

Asia Laboratories Center Limited ** Central lab 5 8.00 400 -

Investments in unrelated companies 137,434 290

Investments in ordinary shares (ceased operations)**


Phyathai 4 Hospital (Petchaburi Road)

Co., Ltd.

Adjudged

bankrupt

328 89.79 - -

Klass - V Co., Ltd. Adjudged

bankrupt

250 89.66 - -

Phuket Paradise Co., Ltd. Adjudged

bankrupt

409 72.26 - -

Phyathai Herbs Co., Ltd. In process of

liquidation

196 63.64 42,889 -

Unrelated company

Phuket Hospital Public Co., Ltd. Hospital 358 19.08 -

-

42,889 -

Less : Allowance for impairment of investment (7,000) -

Investment in ordinary shares (ceased operations) - net 35,889 -

Total other long-term investments - net in the

consolidated financial statements

4,244,590 1,640,079

**Acquired from Entire Business Transfer as stated in Note 6.1


39

Bumrungrad Hospital Public Company Limited

In 2011, the Company purchased ordinary shares of Bumrungrad Hospital Public

Company Limited for total of 103.83 million shares, amount of Baht 3,455.84 million,

representing 14.22 percent of the issued and paid-up capital of that company.

Prasitthirat Company Limited

A subsidiary company had 33.33 percentage of shareholding in Prasitthirat Company

Limited but has not classified it as investment in associated company because the

subsidiary company has no power to participate in the financial and operating policy

decisions of that company.

Investments in ordinary shares (ceased operations)-Subsidiary companies

A subsidiary company has investments in companies that have ceased their

operations but has not classified them as investments in subsidiary companies

because the subsidiary company has no power to control such companies.

9. Property, premises and equipment

Movement of the property, premises and equipment during the nine-month period

ended 30 September 2011 are summarised below.


Consolidated

financial

statements

Separate

financial

statements

Net book value as at 1 January 2011 18,858,096 5,152,117

Cumulative effect of change in accounting policy for investment

property - (252,966)

Increase from acquisition 9,342,016 -

Acquisitions during the period - at cost 2,954,254 706,690

Disposals and write-off during the period - net book value as of

disposal and write-off date (14,735) (3,503)

Transfer out during the period (41,347) (134)

Depreciation expenses for the period (1,908,239) (519,141)

Reversal loss on impairment of asset 750 -

Translation adjustment 27,827 -

Net book value as at 30 September 2011 29,218,622 5,083,063


40

10. Long-term loans from financial institutions

Movements of long-term loans from financial institutions during the nine-month period

ended 30 September 2011 are summarised below.


Consolidated

financial

statements

Separate

financial

statements

Balance as at 1 January 2011 2,595,912 2,463,900

Increase from acquisition 5,565,664 -

Additional borrowings 3,594,781 -

Amortisation of expense for borrowings 733 -

Less: Repayment during period (3,893,090) (257,850)

Translation adjustment 3,777 -

Balance as at 30 September 2011 7,867,777 2,206,050

Less: Current portion of long-term loans from financial institutions (701,993) (343,800)

Long-term loans from financial institutions - net of

current portion 7,165,784 1,862,250

In 2008, the Company entered into a 10-year loan agreement with a financial

institution with the credit facilities of Baht 3,438 million. The loan bears interest at the

Fixed Deposit Rate (FDR) plus fixed rate per annum stipulated in the agreement.

The interest and principal are repayable on a monthly basis. This loan contains the

condition that the Company and its subsidiaries should not mortgage any assets and

also certain covenants which the Company and its subsidiaries must comply with. The

Company has entered into an interest rate swap contract for the above loan with a

financial institution as stated in Note 19.1.

In April 2011, a subsidiary company has entered into long-term loan agreements with

two banks for credit amount of Baht 3,594.78 million. These loans carry interest at

the fixed deposit rate (FDR) plus fixed rate per annum stipulated in the agreement

and is guaranteed by the Company.


41

11. Liabilities under finance lease agreements

As at 30 September 2011 and 31 December 2010, liabilities under finance lease

agreements are as follows:



statements

Separate financial

statements

30

September

2011

31

December

2010

30

September

2011

31

December

2010

Liabilities under finance lease agreements 391,307 165,129 11,808 753

Less: Deferred interest expenses (35,392) (13,982) (968) (40)

Total 355,915 151,147 10,840 713

Less: Current portion of liabilities under

finance lease agreements (127,105) (76,619) (3,233) (631)

Liabilities under finance lease agreements -

net of current portion 228,810 74,528 7,607 82

As at 30 September 2011, the Company and its subsidiaries have future minimum

finance lease payments required under the finance lease agreements as follows:



Less than

1 year

1-5 years

Total

Future minimum finance lease payments 149.2 242.1 391.3

Deferred interest expenses (22.1) (13.3) (35.4)

Present value of future minimum finance lease payments 127.1 228.8 355.9

(Unit: Million Baht) Separate financial statements

Less than

1 year

1-5 years

Total

Future minimum finance lease payments 3.7 8.1 11.8

Deferred interest expenses (0.5) (0.5) (1.0)

Present value of future minimum finance lease payments 3.2 7.6 10.8


42

The Company and its subsidiaries have various finance lease agreements to rent

medical equipment, equipment, and vehicle for use in their operations. The

installments are paid on a monthly basis over 36 - 60 periods and at the end of the

agreements, the Company and its subsidiaries have the option to purchase such

assets at prices specified in the agreements.

12. Convertible Bonds

These represent the unsecured and name-registered convertible bonds, due 2011,

issued to foreign investors outside the United States of America in 2006. A total of

124,000 units of the bonds, which carry interest at a rate of 3.75%, had been issued

at a price of USD 1,000 each. Holders of the bonds have the right to convert the

bonds into the Company's ordinary shares at an initial conversion price of Baht 36.30

per share, which was subsequently adjusted to Baht 32.67 per share. The Company

has the right to redeem the bonds at a redemption price to be calculated in

accordance with the formula as stated in the Offering Circular. As at 31 December

2010, the Company has remaining convertible bonds of 50 units or equivalent to

Baht 2.14 million. In the second quarter of 2011, the convertible bonds holders

exercised the right to convert all such convertible bonds to common shares.

13. Debentures

On 6 March 2008, the Company had issued unsecured, named registered and

unsubordinated debentures without a debentureholders’ representative for the total

number of 5,000,000 units, at the price of Baht 1,000 per unit, totaling Baht 5,000

million. These debentures are divided into two tranches: the 3-year debentures for

the amount of Baht 3,000 million at the coupon rate of 4.11% per annum and the 5-

year debentures for the amount of Baht 2,000 million at the coupon rate of 4.84% per

annum with interest payable every six-month. The Company had redeemed the 3-

year debentures for the amount of Baht 3,000 million in the first quarter of 2011.

On 4 June 2009, the Company had issued unsecured, name registered and

unsubordinated debentures for the total number of 3,000,000 units, at the price of

Baht 1,000 per unit, totaling Baht 3,000 million. These debentures are divided into

two tranches: the 5-year debentures for the amount of Baht 2,000 million at the

coupon rate of 4.80% per annum and the 7-year debentures for the amount of Baht

1,000 million at the coupon rate of 5.35% per annum with interest payable every six-

month. Up to 30 September 2011, the Company had repurchased such debentures

for amount of 30,000 units, totaling Baht 30 million.


43

On 3 March 2011, the Company had issued unsecured, name registered and

unsubordinated debentures without a debentureholders’ representative debenture for

the total number of 2,500,000 units, at the price of Baht 1,000 per unit, totaling Baht

2,500 million. These debentures are 4-year debentures at the coupon rate of 3.99%

per annum with interest payable every six-month.

On 29 March 2011, the Company had issued unsecured, name registered and

unsubordinated debentures without a debentureholders’ representative debenture for

the total number of 1,000,000 units, at the price of Baht 1,000 per unit, totaling Baht

1,000 million. These debentures are 3-year debentures at the coupon rate of 3.78%

per annum with interest payable every six-month.

Debenture agreement contains certain covenants which the Company must comply

with such as financial ratios, payment of dividend, assets dispositions, etc.

14. Share capital

On 24 February 2011, the Extraordinary General Meeting of the Company’s

shareholders No.1/2011 approved the reduction of the Company’s registered capital

of Baht 1,312,264,222, consisting of 1,312,264,222 ordinary shares with par value of

Baht 1 each to be the new registered capital of Baht 1,246,194,338, consisting of

1,246,194,338 ordinary shares with par value of Baht 1 each and approved the

increase in the Company’s registered capital of Baht 307,197,070, consisting of

307,197,070 ordinary shares with par value of Baht 1 each to be the new registered

capital of Baht 1,553,391,408, consisting of 1,553,391,408 ordinary shares with par

value of Baht 1 each. The Company has already registered the change in share

registered in the first quarter of 2011.

Consequently, in the second quarter of 2011, the Company issued 295.2 million

newly issued ordinary shares for Entire Business Transfer and Tender offer as stated

in Note 6.1 and 6.2 respectively. In addition, the Company private placement sold 4.1

million newly issued ordinary shares with a par value of Baht 1 each, at the price of

Baht 37.75 per share, totaling Baht 156 million to major shareholders of Health

Network Public Company Limited. As a result of share issuance and converted the

remaining convertible bonds as mentioned in Note 12, the Company's paid up share

capital as of 30 June 2011 was Baht 1,545,458,833 (1,545,458,883 ordinary shares

of Baht 1 each).


44

15. Dividends

On 1 April 2010, the Annual General Meeting of the Company’s shareholders

approved a dividend payment of Baht 0.70 per share to the holders of the

Company’s 1,214,498,745 shares (par value of Baht 1 each), or a total of Baht 850.1

million. The dividend payment was made in April 2010.

On 14 December 2010, the Meeting of the Company’s Board of Directors approved

an interim dividend payment of Baht 0.80 per share to the holders of the Company’s

1,246,035,935 shares (par value of Baht 1 each), or a total of Baht 996.8 million.

However, the Thailand Securities Depository Co., Ltd. notified the Company that

certain shareholders were not entitled to receive dividend amounting to

approximately Baht 6.9 million, and the Company therefore recorded dividend

payable as at 31 December 2010 of Baht 989.9 million. The dividend payment was

made in January 2011.

16. Long-term lease agreements

The Company

The Company has entered into a land rental agreement for a car parking building for a

period of 20 years from 26 February 2004 to 25 February 2024. The rental fee for the

first 17 months is Baht 200,000 per month and will be increased by the rate as agreed in

the agreement. The rental for the last 3 years will be Baht 560,000 per month.

The Company has entered into a land rental agreement for construction of an OPD

building for a period of 30 years from 28 September 2004 to 27 September 2034.

The first payment date is 10 October 2005 at the rental fee of Baht 50,000 per

month. The rate will be increased by 10% of the latest rental of every three years.

The Company has entered into a land rental agreement for a car parking for a period

of 7 years from 1 September 2005 to 31 August 2012 and the rental is paid on a

monthly basis. The first payment date is 1 September 2005 at the rate of Baht

131,000 per month. The rental rate will be Baht 175,000 per month starting from

1 September 2006 onward.

The Company has entered into a land rental agreement for a period of 30 years from

1 January 2006 to 31 December 2035 and the rental is paid on a monthly basis.

The first payment date is 5 January 2006 and rental to be paid at Baht 30,000 per

month and from 1 January 2027 onward at Baht 100,000 per month.


45

The Company has entered into an agreement to construct a hospital building on land

owned by a government authority. The condition of the agreement states that upon

completion of the building construction, the Company has to transfer the ownership

over such building to that authority. After the authority accepts such transfer, in 2006

the Company entered into another land and hospital building rental agreement with

that government authority. The agreement will cover a period of 30 years after the

signing date of the agreement and the Company is obliged to pay rental on a yearly

basis. The rental fee for the first 5 years is Baht 492,676 per year and this fee is to

be increased every 5 years. The rental for the last 5 years will thus be Baht 990,943

per year.

The Company has entered into a land rental agreement for a period of 30 years from

18 March 2011 to 17 March 2041 and the rental is paid on a monthly basis with no

rental for the first three months. The first payment date is 18 July 2011 and rental to

be paid at Baht 100,000 per month. The rate will be increased by 10% of the latest

rental of every three years.

Samitivej Public Company Limited

The subsidiary company has entered into a rental agreement for a parking building

dated 10 September 2003, for 30 years, effective from 8 December 2004. The total

rental fee over the lease will thus be Baht 155.11 million. The subsidiary company is

committed to pay Baht 38.78 million as prepaid rental as per the schedule. The

remaining rental fee will be paid on a monthly basis. In addition, the subsidiary

company has entered into a service agreement with the same company for providing

of services in the parking building for 30 years totaling Baht 103.41 million.

The subsidiary company has entered into a medical services agreement with a

company to operate medical clinic in a building for a period of 5 years from 28 May

2010. The subsidiary company has to pay fee at the fixed rate stipulated in the

agreement, of monthly gross operating revenue before deducted any expenses or

the minimum fee stipulated in agreement whichever is higher.

BNH Medical Center Co., Ltd.

The subsidiary company entered into an agreement with an association which is a

shareholder, to lease land for the construction of a hospital for a period of 30 years,

commencing 1 September 1993, with options to renew.


46

Paolo Medic Co., Ltd.

The subsidiary company entered into the land and premises rental agreement which

will be expired in January 2037, and the rental fee is paid on a monthly basis at the

amount as stipulated in the agreement.

17. Commitments and contingent liabilities

As at 30 September 2011 commitments and contingent liabilities are as follows:




Less than

1 year 1 -5

years Over 5 years

Less than

1 year 1 -5

years Over 5 years

Contractual commitments - the land and building rental contracts 87 175 463 11 34 136 - the office equipment rental and other

services 236 114 - 21 3 - - the medical equipment provision and

maintenance contracts 280 199 - 23 - - - the building construction and decoration

contracts 670 - - 106 - - - the sale and purchase contract for land - 60 44 - - -

Total 1,273 548 507 161 37 136


Consolidated

financial

statements

Separate

financial

statements

Contingent liabilities

- For letters of guarantee issued by banks to guarantee contractual

performance 75 1

- For letters of guarantee issued by banks for electricity use and others 90 17

Total 165 18

18. Segment information

The Company and its subsidiary companies operate mainly in the hospital business in Thailand. As a result all of the revenues, operating profits and assets as reflected in these financial statements pertain to the aforementioned industry segment and geographic area.


47

19. Financial instruments

19.1 Interest rate swap contract

Interest rate swap contract is entered into to manage exposure to fluctuations in interest rate.

On 15 September 2008, the Company entered into a five-year interest rate swap contract with a financial institution by converting floating rate based on Fixed Deposit Rate plus fixed rate per annum to fixed interest rate per annum on the long-term loan balance.

Net fair value

The net fair value of interest rate swap contract at the statements of financial position

date was:


Consolidated

financial statements

Separate

financial statements

30 September

2011

31 December

2010

30 September

2011

31 December

2010

Fair value of interest rate swap contract

(liabilities) (31.6) (75.4) (31.6) (75.4)

Fair value of interest rate swap contract has been calculated using rate quoted by

the Company’s banker as if the contract was terminated at the statements of

financial position date.

19.2 Forward exchange contract

As at 30 September 2011, there was outstanding forward exchange contract as follows:

Foreign currency Amount bought

Contractual exchange

rate for amount bought

Fair value of

forward contract

(Baht per foreign currency unit)

US Dollar 9,200 30.0250 31.2408


48

20. Litigation

In the second quarter of 2011, 5 shareholders of the Company, who held a total of

25,067 shares, or 0.0017 percentage of total issued and paid-up share capital as of 8

April 2011, filed a petition with the Court requesting cancellation of the resolutions

passed by the Annual General Meeting of 2011 on the grounds that the meeting was

illegal and contrary to the Company's articles of association because of a change in

the voting method. Legal counselor of the Company gathered information, including

the procedures for arranging meetings, and concluded that the Company had

complied with the Company's articles of association and the regulations of the Stock

Exchange of Thailand generally practiced by listed companies, and that the meeting

was legally conducted in all respects and had taken into account the legal rights of

every shareholder. The case is in legal process, but the management expects that

this case will not result in changes to such resolutions.

21. Approval of interim financial statements

These interim financial statements were authorised for issue by the Company’s

authorised directors on 14 November 2011.

ATTACHMENT 2

1

Calculation of Fair Value of the Business�s Ordinary Shares by the Financial Advisor

Reference is made to the submission of the Tender Offer for all ordinary shares of Prasit Patana Public Company

Limited (�the Business� or �PYT�) by Bangkok Dusit Medical Services Public Company Limited (�the Offeror� or

�BGH�) for the purpose of delisting the Business shares from the Stock Exchange of Thailand (�SET�) at the offer

price of 4.57 Baht per share. Maybank Kim Eng Securities (Thailand) Plc. (�Tender Offer Preparer� or �Tender

Offer Agent� or �Financial Advisor�), a financial advisor of BGH has evaluated fair value of the Business shares in

order to provide reference to the Offeror and meet the requirement of the Notification of Capital Market

Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for

Business Takeovers dated 13 May 2011, Clause 56 in relation to the offer price for tender offer for delisting.

With regard to the valuation of fair value of the Business shares, the Financial Advisor has studied information and

documents received from the Offeror and the Business, interviews of executives and related parties and general

public information. The information studied include resolutions of Board of Directors meetings, annual registration

statement (56-1 form), auditor?s report, financial statements, financial projection and relevant hypotheses, asset

appraisal report, relevant industrial situation information and economic factors etc.

The Financial Advisor appraised a fair value of the Business shares based on the hypothesis that such information

and documents received from the Offeror and the Business and the general public information are accurate,

adequate and truthful. The Financial Advisor?s opinion and valuation of the Business? share value are based on

present economic, marketing and industrial situations, and business circumstances. Therefore, if such information

is inaccurate and/or untruthful, and/or significantly changed in the future, it may affect the Financial Advisor?s

opinion and valuation. In case there are any changes or circumstances that would significantly affect the

operation and/or financial forecasting of the Business, the Financial Advisor reserves the right to amend our

valuation on the fair value of the Business shares thereof.

2

Following appraisal approaches have been used in performing this valuation analysis:

1. Book Value Approach

2. Adjusted Book Value Approach

3. Market Value Approach

4. Market Comparable Approach

C Price to Earning Approach

C Price to Book Value approach

5. Discounted Cash Flow Approach

1. Book value approach

The book value approach is an appraisal of a share value relying on the book value of the shareholder equity

of the Business at a certain point of time on the assumption that the financial statement is prepared in

accordance with general standard accounting principles and is, therefore, reliable and can be used as

reference.

The Financial Advisor appraised PYT?s share price by referring from the financial statement ended 30

September 2011 which is the latest financial statement of the Business reviewed by an auditor from Ernst &

Young Company Limited, who was approved by the SEC as follows:

Items Unit Value

Issued and paid-up share capital Million Baht 2,341.27

Retained losses Million Baht (605.57)

Other components of equity Million Baht 771.15

Total shareholder equity of the company Million Baht 2,506.86

Number of issued and paid-up shares Shares 2,341.27

Share value Baht per share 1.07

From the appraisal of a share value with the book value approach, the PYT?s share price will be at 1.07 Baht

per share. However, the book value of the shares may not reflect true value of the shares because this

approach considers neither market value of fixed assets such as land, building and equipment nor

profitability or future value added of the Business.

3

2. Adjusted book value approach

The adjusted book value approach is an appraisal by adjusting the value of assets and liabilities as

expressed in the financial statement of PYT to reflect the present market value of the assets and liabilities.

This appraisal approach, therefore, will reflect the net value of PYT?s assets which is more up-to-date than

the value calculated under book value approach.

The Financial Advisor appraised PYT?s share price with this approach by adjusting the book value of the

shareholder equity appeared in the financial statement, ended 30 September 2011, reviewed by the auditor.

The assets that have adjusted value are as follows:

2.1 Long-term investment

The Business?s operation is organized under a holding company form which holds 4 companies engaged in

hospital business pursuant to the following shareholding structure:

Shareholding Structure of PYT and Subsidiaries as of 30 September 2011

Remark: PYT has just increased its investment in PYTS to 64.64 per cent of the paid-up capital of PYTS as at 31 Dec 11

It can be seen that the subsidiary companies of the Business, i.e. PYT 1 and PYT 2 have long-term

investments in other 4 companies. (Summary of the type of business of invested companies can be found in

Phyathai 1 Hospital

Co., Ltd. (�PYT 1�)

Sriracha Nakorn Plc.

(�PYTS�)

Phyathai 2 Hospital


Phyathai 3 Hospital


Prasit Patana Public Company Limited

Phyathai 4 Hospital

Co,, Ltd. (�PYT 4�)

Phuket Hospital Plc.

Phuket Paradise Co., Ltd.

Klass-V Co., Ltd.

Udon Patana (1994) Co., Ltd. ( �Udon Patana � )

Phuket International Hospital

Co., Ltd. (�Phuket Inter�)

Prasitrat Co., Ltd.

(�Prasitrat�)

Phyathai Herbs Co., Ltd. ( � Phyathai Herbs � )

63.64%

99.99% 99.09% 63.98%

89.79%

19.08%

72.26%

89.66%

10.00%

6.15%

20.00%

Ordinary 97.75%Preference 100.00 %

Companies ceasing Operation

13.33%

* In process of liquidation

4

Clause 1.2 re Nature of the Business in Brief of Part 3 re Details of the Business.) According to the

consolidated financial statement of the Business as of 30 September 2011, long-term investment amounted

to 158.08 million Baht, recorded at cost. This long-term investment should then be adjusted to reflect more

current value.

The Financial Advisor has studied the financial statements of four companies invested by PYT 1 and PYT 2

and found that land, building and equipment is a major asset of such companies. However, since PYT 1 and

PYT 2 do not have a significant control over those companies, it is impractical to reappraise the land,

building and equipment to reflect more current value. The Financial Advisor, thus, adjusted the book value of

the investment in such four companies by the value of the shareholder equity expressed in the latest

financial statements of those companies.

As for Prasitrat, the Financial Advisor found that Prasitrat?s asset with the highest value is the investment fund

in its affiliates and related companies which was at 1,008.48 million Baht or representing 37.68 per cent of its

total assets as of 31 December 2010, recorded at cost. The Financial Advisor, therefore, first adjusted the

book value of the investment fund by the value of the shareholder equity shown in the latest financial

statements of the companies so invested by Prasitrat and adjusted the result of which by the book value of

the shareholder equity of Prasitrat as of 31 December 2010 as follows:

Adjustment of Prasitrat?s Investment Value

Investment

value in

Prasitrat?s

financial

statement as of

31 Dec 10

(Million Baht)

Shareholder

equity in invested

company?s latest

financial

statement /1

(Million Baht)

Prasitrat?s

shareholding

ratio

(%)

Value in

proportion to

shareholding

ratio

(Million Baht)

Adjustment

(Million Baht) Invested

Companies

(a) (b) (c) (d) = (b) x (c) (d) K (a)

Rangsit University 50.00 3,002.10 100.00/2

3,002.10 2,952.10

Khrua Prasitrat 11

Co., Ltd.

50.00 32.53 98.00 31.88 (18.12)

5

Investment

value in

Prasitrat?s

financial

statement as of

31 Dec 10

(Million Baht)

Shareholder

equity in invested

company?s latest

financial

statement /1

(Million Baht)

Prasitrat?s

shareholding

ratio

(%)

Value in

proportion to

shareholding

ratio

(Million Baht)

Adjustment


Companies

(a) (b) (c) (d) = (b) x (c) (d) K (a)

Satis Rangsit Co.,

Ltd.

50.00 74.15 25.00 18.54 (31.46)

Dulwich

International Co.,

Ltd. /3

191.43 257.68 71.54 184.34 (7.09)

Asoke Plaza Co.,

Ltd.

700.00 (130.26) 100.00 0.00/4

(700.00)

Provision for

diminution in value

of investments

(32.95) 32.95

Total 1,008.48 2,228.38

Notes: /1 The shareholder equities of Rangsit University, Satis Rangsit Co., Ltd. and Dulwich International Co., Ltd. are

referred from the financial statement as of 31 May 10 while the shareholder equities of Khrua Prasitrat 11 Co., Ltd.

and Asoke Plaza Co., Ltd. are referred from the financial statement as of 31 Dec 10.

/2 Since there is no certain shareholding ratio of Rangsit University, the Financial Advisor determined a hypothesis by

taking into consideration the benefit of PYT?s shareholders. In this regard, it was assumed that Prasitrat holds 100

per cent of shares in Rangsit University.

/3 Its name was changed to British International Co., Ltd. in 2005.

/4 Since Asoke Plaza Co., Ltd.?s shareholder equity is a negative figure, the value in proportion to Prasitrat?s

shareholding is then equal to zero. In other words, Prasitrat?s investment in Asoke Plaza Co., Ltd. is not valued.

According to the total value of adjusted items of 2,228.38 million Baht shown in the above table, when

combined with Prasitrat?s shareholder equity as of 31 December 2010 at 468.54 million Baht, Prasitrat?s

shareholder equity after adjustment will equal 2,696.92 million Baht. When considered with the adjusted

6

items of the companies invested by PYT 1 and PYT 2 pursuant to the details below, the Business? value of

long-term investment is in line with the value expressed in the latest financial statements of such companies

which is higher than the cost appeared in the Business?s financial statement as of 30 September 2011 by

874.20 million Baht.

Adjustment of Other Long-Term Investments of PYT

Investment

value in PYT?s

financial

statement as of

31 Sep 11

(Million Baht)

Shareholder

equity in

invested

company?s

latest financial

statement /1

(Million Baht)

PYT?s

shareholding

ratio

(%)

Value in

proportion to

shareholding

ratio

(Million Baht)

Adjustment


Companies

(a) (b) (c) (d) = (b) x (c) (d) K (a)

Prasitrat 107.19 2,696.92

33.21/2

895.61 788.42

Udon Patana 5.00 711.99 10.00 71.20 66.20

Phuket Inter 10.00 480.54 6.15 29.55 19.55

Phyathai Herbs 35.89/3

56.44 63.64 35.92 0.03

Total 158.08 1,032.28 874.20

Notes: /1 The shareholder equities of Prasitrat, Udon Patana and Phuket Inter are referred from the financial statement as of

31 Dec 10 while the shareholder equity of Phyathai Herbs is referred from the financial statement as of 31 Dec 01.

/2 Calculated in accordance with the proportion of indirect investments through subsidiaries, i.e. PYT 1 and PYT 2.

The Business holds shares in PYT 1 99.99 per cent and in PYT 2 99.09 per cent while PYT 1 and PYT 2 hold shares

in Prasitrat 20.00 per cent and 13.33 per cent, respectively.

/3 Investment value (cost) equals 42.89 million Baht, deducted by the impairment loss of the investment of 7.00 million

Baht.

2.2 Land, building and equipment

The Financial Advisor adjusted the value of land, building and equipment as of 30 September 2011 by

referring from the report on asset appraisal for public and accounting purpose, dated 28 December 2011,

prepared by American Appraisal (Thailand) Co., Ltd. (�AA�), which is an appraising company approved by

the Thai Valuers Association (�TVA�) and the Valuers Association of Thailand (�VAT�). AA has appraised the

7

value of material assets of PYT 1, PYT 2, PYT 3 and PYTS, i.e. land, buildings and medical equipment with

more than 200,000 Baht in value. AA used market approach to appraise the land value and replacement

cost approach to appraise other assets as follows:

2.2.1 PYT 1�s asset appraisal

Asset Location Asset Characteristic Appraisal Method Appraisal

Value (MB)

3-2-42 rais of land (1,442

square wa)

Market approach is used to consider

information on 3 plots of raw land in

neighboring areas which are offered for

sales at 270,000-320,000 Baht per square

wa. AA adjusted the price by scoring the

lands used in the comparison with factors

such as locations, areas etc. which

resulted in the price after adjustment of

291,600 K 304,000 Baht per square wa. AA

then weighed such 3 plots of land by

different appropriate weight levels and

arrived at the appropriate price of 300,000

Baht per square wa for the asset.

432.60

Building 232.80

Accessories on land 14.90

Building components 24.52

Medical devices and

equipment

Replacement cost approach is used by

appraising a replacement cost of the

assets and deducting the depreciation as

per their useful life. 127.84

1st Asset

(Phyathai 1 Hospital)

364/1 Sri Ayuddhya

Road, Phyathai,

Rachatevi, Bangkok

Total (rounding) 833.00

2nd Asset

(Phyathai 1 Hospital,

new building)

364/1 Sri Ayuddhya

Road, Phyathai,

1-0-20 rais of land (420

square wa)



neighboring areas which is the same

information data used to appraise the land

at the1st Asset above because the land

126.0

8


Value (MB)

locations are the same. The appraisal value

of the asset is then arrived at 300,000 Baht

per square wa.

Building 79.00


Building components




per their useful life.

18.80

Rachatevi, Bangkok


6-3-52 rais of land (2,752

square wa)



neighboring areas which have offering or

purchasing price between 75,000-200,000

Baht per square wa. AA adjusted the price

by scoring the lands used in the

comparison with factors such as locations,

areas etc. which resulted in the price after

adjustment of 112,500 K 136,000 Baht per

square wa. AA then weighed such 3 plots

of land by different appropriate weight

levels and arrived at the appropriate price

of 120,000 Baht per square wa for the

asset.

330.20

Accessories on land Replacement cost approach is used by


assets at 3.00 MB and deducting the

depreciation as per their useful life.

1.5

3rd Asset

(Land at Phyathai 3

Hospital)

111 Petchakasem Road,

Pakklong Pasricharoen,

Pasricharoen, Bangkok


4th Asset

(Commercial building

Commercial building at

207/11 with 26 square wa


information on 3 commercial buildings in

3.80

9


Value (MB)


sales at 3.50-5.00 million Baht. AA adjusted

the price by scoring the assets used in the



adjustment of 3.67 K 3.81 million Baht. AA

then weighed such 3 commercial buildings

by different appropriate weight levels and

arrived at the appropriate price of 3.80

million Baht for the asset.

Commercial building at

207/13 with 21 square wa


information on 3 commercial buildings in


information data used to appraise the

commercial building located at 207/11

above because the commercial buildings

are located at the same area. However,

since the land areas and the structures

thereon are different, the price after

adjustment is then arrived at 2.60 K 2.65

million Baht. AA later weighed such 3

commercial buildings by different

appropriate weight levels and arrived at the

appropriate price of 2.60 million Baht for

the asset.

2.60

used as call center)

207/11 and 207/13

Petchakasem Road,




5th Asset

(Alfa Lenin Center-

laundry center)

11-0-71 rais of land (4,471

square wa)




24.60

10


Value (MB)

purchasing price between 2.50-4.50 million

Baht per rai. AA adjusted the price by

scoring the lands used in the comparison

with factors such as locations, areas etc.

which resulted in the price after adjustment

of 2.16 K 2.30 million Baht per rai. AA then

weighed such 3 plots of land by different

appropriate weight levels and arrived at the

appropriate price of 2.20 Baht per rai for

the asset.

Building 40.90


Machinery and equipment


appraising a replacement cost of the asset

and deducting the depreciation as per their

useful life.

10.63

98/6 Moo 1, Soi Wat

Bang Krai, Bang Khun

Kong, Bang Kruay,

Nonthaburi


6th Asset

(Raw land)

Bang Ramat Road,

North Bang Prom,

Talingchan, Bangkok

5-3-63 rais of land (2,363

square wa)













of 15,000 Baht per square wa for the asset.

35.40

Total 1st K 6th assets of PYT 1 1,507.80

11

Note: 1st K 5th assets are classified as land, building and equipment in the Business? consolidated financial statement

and 6th asset is classified as investment property.

The value of PYT 1?s assets appraised by AA is 1,507.80 million Baht in total. When compared with the

book value of the land, building and medical equipment with more than 200,000 Baht in value and the

investment property as of 30 September 2011 at 1,173.68 million Baht, the appraisal price is found to be

higher than the book price by 334.12 million Baht.



Value (MB)

7-1-1 rais of land (2,901

square wa)





at PYT 1? 1st and 2nd assets because the

lands are in similar same area. However,

since the land areas and the locations are

somewhat different, the price after

adjustment is then arrived at 328,050 K

336,000 Baht per square wa. AA then

weighed such 3 plots of land by different

appropriate weight levels and arrived at

the appropriate price of 330,000 Baht per

square wa for the asset.

957.30

Building 912.50



Medical devices and

equipment





1st Asset

(Phyathai 2 Hospital)

943 Phaholyothin Road,

Samsennai, Phyathai,

Bangkok

Total (rounding) 2,406.00

12


Value (MB)


square wa)













of 100,000 Baht per square wa for the

asset.

43.60

Building 183.50


Building components





4.66

2nd Asset

(Empolyee housing)

278 Vipawadee Rangsit

Soi 3, conjunction 15,

Vipawadee Rangsit

Road, Lat Yao, Bang

Khen, Bangkok


Total 1st - 2nd assets of PYT 2 2,638.00


book value of the land, building and medical equipment with more than 200,000 Baht in value as of 30

September 2011 at 1,395.87 million Baht, the appraisal price is found to be higher than the book price by

1,242.13 million Baht.



Value (MB)

Phyathai 3 Hospital Building Replacement cost approach is used by 782.50

13


Value (MB)


Medical devices and

equipment




327.80

111 Petchakasem Road,






September 2011 at 801.28 million Baht, the appraisal price is found to be higher than the book price by

415.72 million Baht.

2.2.4 PYTS� asset appraisal


Value (MB)

5-0-44 rais of land (2,044

square wa)




sales at 100,000-130,000 Baht per square

wa. AA adjusted the price by scoring the

lands used in the comparison with factors

such as locations, areas etc. which

resulted in the price after adjustment of






163.50

Building 611.20



1st Asset

(Phyathai Sriracha

Hospital)

90 Sriracha Nakon 3

Road, a conjunction of

Sukhumvit Road,

Sriracha, Chonburi

Medical devices and





14


Value (MB)

equipment



square wa)





at PYTS? 1st asset. However, since the land

areas and the locations are different, the

price after adjustment is then arrived at






34.90

Building 3.40

Since the building is under construction

and renovation approval process, AA

evaluated a construction cost of the

building on as-completed basis at 85.00

million Baht, based on a usable area of

5,160 square meters at a construction cost

of 16,500 Baht/square meter and

assessment on work progress at 4 per cent

of total construction.

2nd Asset

(Empolyee housing)

Municipal Road 3, a

conjunction of

Sukhumvit Road,

Sriracha, Chonburi


Total 1st - 2nd assets of PYTS (rounding) 1,154.00

The value of PYTS? assets appraised by AA is 1,154.00 million Baht in total. When compared with the


September 2011 at 1,154.86 million Baht, the appraisal price is found to be lower than the book price by

0.86 million Baht.

15

2.3 Summary of share value calculated by adjusted book value approach

Items Unit Value

Total shareholder equity of the company as of 30 Sep 11 Million Baht 2,506.86

Adjusted items

1. Long-term investment Million Baht 874.20

2. Land, building and equipment Million Baht 1,991.11

2.1 PYT 1?s assets Million Baht 334.12

2.2 PYT 2?s assets Million Baht 1,242.13

2.3 PYT 3?s assets Million Baht 415.72

2.4 PYTS? assets Million Baht (0.86)

Total shareholder equity (after adjustment) Million Baht 5,372.17

Number of issued and paid-up shares Shares 2,341.27

Share value Baht per share 2.29

From the appraisal of a share value with the adjusted book value approach, the PYT?s share price will be at

2.29 Baht per share. However, the adjustment of the book value of the shares by the market price of the

assets may not reflect true value of the shares because this approach considers neither profitability nor

future value added of the Business.

3. Market value approach

The market value approach is an appraisal of a share value by referring from the weighted average share

price of the Business traded in the SET during historical periods. Nevertheless, since the SET has posted an

SP (Suspension) sign to suspend the Business?s securities trading since 11 June 2001, the appraisal under

this approach is, therefore, not applicable.

4. Market comparable approach

Market comparable approach is an appraisal of the Business? share value. This approach refers from the

share value of other listed companies in the medical industry which is the Business? industry. However, since

each company has different size of business, the share value used in the comparison is required to be

16

calculated on a per-size basis, for example, price to earning approach (P/E) and price to book value

approach (P/BV). List of listed companies under medical industry is as follows:

Listed Companies in the SET under Medical Industry


Company Market cap/1 Asset

/2 Revenue

/3 Net profit

/4

PYT: Prasit Patana n/a 8,660 7,447 1,767

BGH: Bangkok Dusit Medical

Services

107,796 56,821 33,911 3,987

BH: Bumrungrad 32,049 13,338 11,338 1,559

SVH: Samitivej 14,850 6,127 6,969 754

KH: Bangkok Chain Hospital 13,366 5,397 4,130 665

RAM: Ramkhamhaeng 9,240 5,156 3,279 871

VIBHA: Vibhavadi 3,876 2,183 1,570 185

NTV: Nonthavej 2,096 1,192 1,440 174

CMR: Chiang Mai Ram Medical

Business

2,092 3,011 1,944 126

SKR: Sikarin 1,420 1,527 1,457 136

M-CHAI: Mahachai 952 1,157 1,462 89

AHC: Aikchol 950 1,004 1,048 89

KDH: Krungdhon 458 298 274 0

NEW: Wattana Karnpaet 134 399 206 (3)

Notes: The information in the table is ranged in market capitalization.

/1 as of 18 Nov 2011 /2 as of 30 Sep 2011

/3 four quarters historical data from 30 Sep 2011 (4th quarter 10 to 3rd quarter 11)

Source: SETSMART

From the above table, when considering on various factors such as business operation form, business size

and customer target group, it can be found that there is no company truly suitable for comparison with the

Business. For example, a business operation form of the medical industry can be divided into a form of

group of hospitals or a form of operation by single hospital; as for customer target group, it can be divided

into low-level, medium-level, high-level and social security customers. The difference in customer target

17

group will lead to the difference in revenue, cost and profit structures. In addition, the share trading volume

in the SET of many of such companies is relatively minimal which can lead to suspicion on whether the share

prices reflect true value of the shares.

The Financial Advisor, therefore, viewed that an appraisal of the Business? share value by referring from the

information data of other listed companies in the same industry is not appropriate. Nevertheless, to support

the Financial Advisor?s appraisal, the Financial Advisor calculated the Business? share value with this

approach by referring from the information data of all listed companies under medical industry and using

price to earning approach (P/E) and price to book value approach (P/BV) as follows:

4.1 Price to earning approach (P/E)

The Financial Advisor multiplied the Business? net profit per share from 4 quarters historical data, beginning

from 30 September 2011 (4th quarter of 2010 to 3rd quarter of 2011) which is equal to 0.325 Baht per share

with the average price to net profit ratio of all listed companies under medical industry during historical

periods, beginning from 18 November 2011 as follows:

Appraisal of Business? Share Value with Price to Earning Approach

Period Average P/E of listed companies under medical

industry (times)

Share value (Baht per share)

7 business days 16.45 5.35


1 month 16.37 5.32

3 months 16.53 5.37

6 months 17.75 5.77

9 months 17.06 5.55

1 year 16.20 5.26

Note: historical data from 18 Nov 11 Source: SETSMART

From the appraisal of the share value with price to earning approach, PYT?s share price will be 5.26 K 5.77

Baht per share. Nevertheless, this approach is not appropriate since there is no listed company in the SET

truly suitable for comparison with PYT because each company has different business operation form,

18

customer target group and business size. Moreover, many listed companies? share trading volume is

relatively minimal. The share prices and the ratios from those listed companies, therefore, may not reflect a

fair value of the shares.

4.2 Price to book value approach (P/BV)

The Financial Advisor multiplied the book value per share of the Business as of 30 September 2011 which is

equal to 1.07 Baht per share with the average price to book value ratio of all listed companies under medical

industry during historical periods, beginning from 18 November 2011 as follows:

Appraisal of Business? Share Value with Price to Book Value Approach

Period Average P/BV of listed companies under medical

industry (times)

Share value (Baht per share)



1 month 2.32 2.49

3 months 2.35 2.51

6 months 2.39 2.56

9 months 2.35 2.52

1 year 2.29 2.45

Note: historical data from 18 Nov 11 Source: SETSMART

From the appraisal of the share value with price to book value approach, PYT?s share price will be at 2.45 K

2.56 Baht per share. Nevertheless, like price to earning approach, this approach is subject to the limitation in

that there is no listed company in the SET truly suitable for comparison with the Business. The Financial

Advisor, therefore, viewed that this approach is not appropriate to evaluate the Business? share value.

5. Discounted cash flow approach

The Business value appraisal with discounted cash flow approach (�DCF�) is made by taking into account

profitability and value added of the Business in the future by calculating a present value of the cash flow

projection expected to obtain in the future with appropriate discount rate. In case of PYT, the Financial

Advisor used the weighted average cost of capital (�WACC�) as a discount rate in calculating the present

19

value of cash flow to the business (free cash flow to firm (�FCFF�)). The Financial Advisor appraised the cash

flow from the financial projection of the Business during the next 5 years, beginning from the 4th quarter of

2011 to 2016 by referring from the information and hypotheses received from BGH and PYT and interviews of

executives and officers concerned, e.g. information on business operation policy, marketing plan and future

investment plan of PYT. In addition, the Financial Advisor studied and analyzed an accountability and

reasonableness of the hypotheses adopted in this projection by taking into account past operating

performance, economic situation and other current external factors with the conservative basis, based on the

hypothesis that the Business would still be run on a going concern basis without any material change, which

was different from the economic situation during the time in which the Financial Advisor conducted the

study. If the economic situation and other external factors affecting the business operation were to materially

change from the hypothesis adopted in this projection, the share price appraised with this approach would

also change.

The Financial Advisor applied the consolidated financial statement of the Business (Consolidated Basis) as a

basis for calculating the present net value of cash flow. The Financial Advisor appraised the present net

value of the cash flow of the Business and its subsidiaries which consist of:

Company Hospital % of shares held by

the Business/1

1. Prasit Patana Public Company Limited (�PYT� or �the

Business�)

2. Phyathai 1 Hospital Company Limited (�PYT 1�) Phyathai 1 Hospital 99.99



5. Sriracha Nakorn Hospital Public Company Limited (�PYTS�) Phyathai Sriracha Hospital 63.98

Remark: /1 Data as of 30 Sep 11; however, PYT has just increased its investment in PYTS to 64.64 per cent of the paid-up

capital of PYTS as at 31 Dec 11

5.1 Prasit Patana Public Company Limited

Important hypotheses adopted in the financial projection of Prasit Patana Public Company Limited are as

follows:

20

5.1.1 Income from management fees and other incomes

A major income of the Business is derived from the fees for the management service provided to

subsidiaries in the group and related companies engaged in a hospital business. Subsidiaries in the group

comprise Phyathai 1 Hospital Company Limited, Phyathai 2 Hospital Company Limited, Phyathai 3 Hospital

Company Limited and Sriracha Nakorn Hospital Public Company Limited. These incomes were not

included in the Business? consolidated financial statement because they were regarded as related

transactions between parent company and its subsidiaries and related companies, comprising Paolo

Medic Co., Ltd., Paolo Samutprakarn Co., Ltd., Siam Medical Co., Ltd. and Thai Medical Center Public

Company Limited. The forecast of the income from the management fees charged to PYT 1, PYT 2 and PYT

3 is in accordance with the management contract, effective from May 2011 K December 2013, under year-

by-year renewable basis. As for PYTS? contract, it is a one-year contract, ending in April 2011. After the

expiration of all companies? contracts, the growth rate of the income from management fees is forecasted

to be at 3.0 per cent per year, as referred from the inflation rate. With regard to the management contracts

with the companies under Paolo Memorial hospital group, the management of BGH expected that such

management contracts would be terminated within 2012.

The income from management fees in 2011 increased considerably, when compared with the figures in the

past. This is because the structure of personnel in the group was adjusted under which some staff was

transferred from subsidiaries to Prasit Patana Public Company Limited such as staff from central marketing

division, legal division, internal audit division, asset development division, information division,

procurement division etc., leading to an increasing staff expense of the company. The Business was then

required to adjust the management fees charged to subsidiaries upwardly. Other incomes, e.g. subsidy

from various divisions and educational subsidy from educational institutions are forecasted to be stable at

approximate 4.4 million Baht per year.

Historical Data Forecast

2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Income from management

fees (Million Baht) 55 98 150 179 168 174 179 184

Growth rate (%) 4.8% 79.0% 174.5% 19.5% (5.9%) 3.0% 3.0% 3.0%

21

5.1.2 Operational expenses

Most operational expense of the Business is staff expense, e.g. salary, staff bonus, consulting fee and

other contractual expenses. Other expenses include building rentals and miscellaneous expenses etc. In

2011, the forecast was referred from the actual operational expenses during the 9-month period of 2011

which was later annualized. However, in 2012, the government has a policy to adjust a minimum wage and

minimum salary for staff with a bachelor?s degree. To comply with such policy and the company?s policy

on maintenance of skillful employees in order to get ready for upcoming Free Trade Area of Asian

countries, the Business then determined the operational expense related to personnel to increase by 15

per cent in year 2012. From 2013 K 2016, the operational expense is forecasted to increase by 5 per cent

per year. Other expenses are forecasted to increase by 3 per cent per year, referred from the inflation rate.

Therefore, in 2012 K 2016, the Business? operational expense per total revenue will range between 82.8 per

cent to 97.9 per cent whereas expense per total revenue ratio will increase because the Business will no

longer have incomes from the management service provided to the companies under Paolo Memorial

hospital group.

5.1.3 Corporate income tax

Corporate income taxes in 2011 and 2012 are forecasted at 30 per cent and 23 per cent, respectively and

at 20 per cent of profit before tax deduction from 2013 onwards, to be in accordance with the new tax rate

stipulated by the Cabinet resolution dated 11 October 2011. However, the Business has retained losses

which entitle the Business to tax deduction benefit until 2012.

5.2 Phyathai 1 Hospital Company Limited (8PYT 19)

Important hypotheses adopted in the financial projection of Phyathai 1 Hospital Company Limited are as

follows:

5.2.1 Revenues from hospital operations

Revenues from hospital operations can be divided into 2 main parts, i.e. revenue from outpatient

department (OPD) services and revenue from inpatient department (IPD) services.

22

• Revenue from outpatient department (OPD) services

Revenue from OPD services depends on the number of outpatients using the services each year and

average medical fees for outpatients. PYT 1?s number of outpatients in each year and average medical

fees for outpatients derived from historical data and forecasted information are as follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

No. of patients using services

per year (times)

383,721 291,117 381,802 397,074 405,016 413,116 421,379 429,806

Growth rate of the number of

patients using services daily

(9.0%) 1.8% (0.5%) 4.0% 2.0% 2.0% 2.0% 2.0%

Average medical fee (Baht/visit) 2,140 2,174 2,174 2,239 2,307 2,376 2,447 2,520

Growth rate of average medical

fee per visit

3.0% 1.6% 1.6% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of patients using the services in the hospital significantly decreased due to the effect

from the political assembly where the hospital is located nearby. In 2011, the growth rate of the number of

patients using the services slightly dropped as a result of the flood crisis in Bangkok and metropolitan

during the end of the year. Although, the hospital was not directly affected from the flood, patients who

were subject to the flood could not conveniently travel to the hospital. In 2012, the growth rate of the

number of patients using the services is forecasted at 4.0 per cent because the hospital has been restored

and has expanded its service area for outpatients. During 2013 K 2016, the growth rate of the number of

patients using the services is forecasted at 2.0 per cent. As for the growth rate of average medical fee per

visit in 2011, it is forecasted to be the same as that for the first 9-month period of 2011, i.e. 1.6 per cent and

later in 2012 K 2016, it is forecasted at 3.0 per cent, as referred from the inflation rate.

• Revenue from inpatient department (IPD) services

Revenue from IPD services depends on the number of days in which patients use the services and

average medical fee for inpatients per day. The number of days in which inpatients use the services

involves 2 variable factors, i.e. conversion ratio of an outpatient status to inpatient status and average

length of stay of inpatients for each visit. PYT 1?s number of days in which inpatients use the services each

23

year and average medical fee for inpatients per day derived from historical data and forecasted

information are as follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

No. of days in which patients

use services per year (days)

38,750 29,487 38,555 40,219 41,024 41,844 42,681 43,535


days in which patients use

services per year

(2.9%) (0.5%) 4.3% 2.0% 2.0% 2.0% 2.0%

Average medical fee (Baht/day) 18,582 19,460 19,460 20,043 20,645 21,264 21,902 22,559


fee per day

(0.7%) 4.7% 4.7% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of days in which inpatients used the services decreased from the previous year due to

the decrease in number of outpatients using the services as a result from the effect from the political

protest. In 2011, the growth rate of the number of days in which inpatients used the services also slightly

dropped as a result of the flood crisis in Bangkok and metropolitan during the end of the year. In 2012, the

growth rate of the number of days in which inpatients use the services is forecasted at 4.3 per cent to be in

accordance with the increase of the number of outpatients using the services. During 2013 K 2016, the

growth rate of the number of days in which inpatients use the services is forecasted at 2.0 per cent. As for

the growth rate of average medical fee for inpatients per day in 2011, it is forecasted to be the same as

that for the first 9-month period of 2011, i.e. 4.7 per cent and later in 2012 K 2016, at 3.0 per cent per year,

as referred from the inflation rate. Conversion ratio and average length of stay are forecasted at 2.8 per

cent and 3.6 days, respectively, as referred from historical data.

PYT 1?s revenues from hospital operations (before discount) actually occurred in 2010 and the 9-month

period of 2011 and those derived from the financial projection from 2011 K 2016 under the estimation that a

medical fee discount is at 2.9 per cent of the revenues from hospital operations in each year are as follows:

24

Historical Data/1 Forecast

2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Revenues from

hospital operations

(Million Baht)

1,541 1,207 1,580 1,695 1,781 1,871 1,966 2,065

Growth rate of

revenues from

hospital operations

(5.1%) 2.5% 7.3% 5.1% 5.1% 5.1% 5.1%

Note: /1 Information expressed in the business? management account. The figures in the management account are different

from those in the financial statement, reviewed by an auditor since certain items were classified differently.

5.2.2 Other incomes

Other incomes of PYT 1 include income from laundry service to the hospitals in the group and other

hospitals, income from sale of annual membership cards and rentals etc. The forecast of other incomes in

2011 was referred from the actual other incomes in the first 9-month period of 2011 which was later

annualized. In 2012 K 2016, the growth rate of income from laundry service is forecasted at 3 per cent per

year, as referred from the inflation rate.

5.2.3 Cost of hospital operations

Cost of hospital operations is divided into 2 parts, i.e. variable cost and fixed cost.

• Variable cost

Variable cost of hospital operations comprises doctor cost, medical laboratory and equipment cost,

consulting and other contractual fee and drug and medical cost etc. Total variable cost of hospital

operations in the first 9-month period of 2011 was at 45.5 per cent of the revenues from hospital operations

and in 2011 K 2016, the forecast of variable cost is equal to the figure in the first 9-month period of 2011.

• Fixed cost

Fixed cost of hospital operations comprises staff expense, consulting and contractual fee, utility cost and

repair and maintenance cost etc. These costs include only the items related to front office such as nurse

and nurse assistant compensations etc. The forecast of the total fixed cost of hospital operations in 2011

was referred from the actual total fixed cost in the first 9-month period of 2011 which was later annualized

which arrived at 21.2 per cent of the revenues from hospital operations. In 2012 K 2016, the fixed cost is

forecasted to increase by 3-4 per cent per year, except in 2012, to be in accordance with the government?s

25

policy and the company?s policy on maintenance of skillful employees to get ready for upcoming Free

Trade Area of Asian countries. Like Prasit Patana Plc., the company determined the fixed cost related to

personnel to increase by 15 per cent per year and in 2013 K 2016, to increase by 5 per cent per year.

PYT 1?s costs of operations actually incurred in 2010 and the first 9-month period of 2011 and those

derived from the financial projection from 2011 K 2016 are as follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Total cost of hospital

operations (excluding

depreciation) (Million

Baht)

1,052 836 1,101 1,197 1,256 1,319 1,384 1,453


operations to

revenues from

hospital operations

ratio

65.4% 66.3% 66.7% 67.7% 67.6% 67.5% 67.5% 67.4%



In 2010, a restructure of the personnel of the hospitals in Phyathai hospital group and a more efficient cost

management were adopted which led to the decrease in the cost of hospital operations from the previous

year to 3.8 per cent in 2011, representing 66.7 per cent of the revenues from hospital operations, as

referred from the cost of hospital operations actually incurred in the first 9-month period of 2011. In 2012 K

2016, cost of hospital operations will be between 67.4 K 67.7 per cent of the revenues from hospital

operations. The reason why the hospital has an increasing cost of hospital operations, comparing to the

previous year is mainly due to the adjustment to increase staff expenses of the hospital.

5.2.4 Selling and administrative expenses

Major selling and administrative expenses comprise staff expense, consulting and contractual fee, utility

cost, advertisement and promotional expense and repair and maintenance cost etc. These expenses

include only the items related to back office such as accounting division, administrative division and IT

26

division etc. The forecast of selling and administrative expenses in 2011 was referred from the actual

selling and administrative expenses in the first 9-month period of 2011 and was later annualized which

arrived at 13.2 per cent of the revenues from hospital operations. In 2012 K 2016, the selling and

administrative expenses are forecasted to increase by 3-4 per cent per year, except in 2012, to be in

accordance with the government?s policy and the company?s policy on maintenance of skillful employees

to get ready for upcoming Free Trade Area of Asian countries. Like Prasit Patana Plc., the company

determined the fixed cost related to personnel to increase by 15 per cent per year and in 2013 K 2016, to

increase by 5 per cent per year. Consequently, the selling and administrative expenses increase to 13.6 K

14.2 per cent of the revenues from hospital operations.

PYT 1?s selling and administrative expenses actually incurred in 2010 and the first 9-month period of 2011

and those derived from the financial projection from 2011 K 2016 are as follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Total selling and

administrative

expenses (excluding


Baht)

203 159 215 241 249 259 270 281

Total selling and

administrative

expenses to revenues

from hospital

operations ratio

13.2% 13.1% 13.6% 14.2% 14.0% 13.9% 13.7% 13.6%



5.2.5 Interest expense

The forecast of the average interest expense of long-term loans and liabilities under financial lease

agreements in 2011 K 2016 is 4.75 per cent per year, as referred from an interest rate of the loan expected

27

to be obtained from BGH after the tender offer, in accordance with the policy stipulated in Clause 2.3 re

Related Transactions of Part 3 re Details of the Business.

5.2.6 Income tax



stipulated by the Cabinet resolution dated 11 October 2011. However, PYT 1 has retained losses which

entitle the company to tax deduction benefit until 2013.

5.2.7 Revolving fund

In 2011 K 2016, average collection period is forecasted at 20 days, average inventory period at 7 days and

average payment period at 26 days, as referred from 2010 historical data.

5.2.8 Capital expense

In 2011, PYT 1 had total investment of 350 million Baht mostly used for renovating patient rooms, improving

and expanding service area to be more modern, developing information system and procuring medical

equipment etc. In 2012 K 2013, capital expense is forecasted at 12 per cent of the revenues from hospital

operations which will be used to continue the improvement from year 2011. In 2014 K 2016, capital

expense is forecasted at 7.5 per cent of the revenues from hospital operations for an improvement of

properties and medical equipment to be efficiently functional.



follows:




28



average medical fee for outpatients. PYT 2?s number of outpatients using the services in each year and

average medical fee for outpatients derived from historical data and forecasted information are as follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016


per year (times)

552,523 426,402 558,048 569,209 580,593 592,205 604,049 616,130



(6.6%) 3.6% 1.0% 2.0% 2.0% 2.0% 2.0% 2.0%



fee per visit

3.4% 1.8% 1.8% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of patients using the services in the hospital significantly decreased from the previous

year due to the effect from the political assembly where the hospital is located nearby. In 2011, the growth

rate of the number of patients using the services slightly increased as a result of the flood crisis in Bangkok

and metropolitan during the end of the year. Although, the hospital was not directly affected from the flood,

patients who were subject to the flood could not conveniently travel to the hospital. During 2012 K 2016, the

growth rate of the number of patients using the services is forecasted at 2.0 per cent. As for the growth rate

of average medical fee per visit in 2011, it is forecasted to be the same as that for the first 9-month period

of 2011, i.e. 1.8 per cent and later in 2012 K 2016, to be at 3.0 per cent, as referred from the inflation rate.








29


2010 1st 9M 11 2011 2012 2013 2014 2015 2016



18,202 14,608 19,118 19,500 19,890 20,288 20,694 21,108



services per year

(2.5%) 5.0% 2.0% 2.0% 2.0% 2.0% 2.0%



fee per day

(6.9%) 0.3% 0.3% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of days in which inpatients used the services decreased from the previous year due to

a decreasing number of outpatients using the services as a result from the effect of the political protest. In

2011, the growth rate of the number of days in which inpatients used the services significantly increased

because the hospital was able to analyze and cure more specific diseases with complication and long

treatment, resulting in the increase of conversion rate and average length of stay. In 2012 - 2016, the

growth rate of the number of days in which inpatients use the services is forecasted at 2.0 per cent to be in

accordance with an increasing number of outpatients using the services. As for the growth rate of average

medical fee for inpatients per day in 2011, it is forecasted to be the same as that for the first 9-month

period of 2011, i.e. 0.3 per cent and later in 2012 K 2016, to be at 3.0 per cent per year, as referred from

the inflation rate. Conversion ratio and average length of stay are forecasted at 3.4 per cent and 3.3 days,

respectively, as referred from historical data.

PYT 2?s revenues from hospital operations (before discount) actually occurred in 2010 and the first 9-month

period of 2011 and those derived from the financial projection from 2011 K 2016 under the estimation that

a medical fee discount is at 2.6 per cent of the revenues from hospital operations in each year are as

follows:

30


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Revenues from

hospital operations

(Million Baht)

2,334 1,898 2,484 2,610 2,742 2,880 3,026 3,179

Growth rate of

revenues from

hospital operations

(4.9%) 6.4% 5.1% 5.1% 5.1% 5.1% 5.1%



5.3.2 Other incomes

Other incomes of PYT 2 include income from sale of annual membership cards and rentals etc. The

forecast of other incomes in 2011 was referred from the actual other incomes of the first 9-month period of

2011 which was later annualized. In 2012 K 2016, the growth rate of other incomes is forecasted to be

stable.



• Variable cost





• Fixed cost








31






2010 9M 11 2011 2012 2013 2014 2015 2016




Baht)

1,499 1,210 1,593 1,708 1,793 1,881 1,974 2,071


operations to

revenues from

hospital operations

ratio

66.1% 65.4% 65.8% 67.2% 67.1% 67.0% 67.0% 66.9%















32

selling and administrative expenses in the first 9-month period of 2011 and was later annualized which











2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Total selling and

administrative

expenses (excluding


Baht)

307 232 312 346 359 374 390 406

Total selling and

administrative


from hospital

operations ratio

13.2% 12.2% 12.6% 13.3% 13.1% 13.0% 12.9% 12.8%








33

5.3.6 Income tax



stipulated by the Cabinet resolution dated 11 October 2011.





In 2011, PYT 2 had total investment of 519 million Baht mostly used for renovating existing patient rooms,

increasing number of patient rooms by renovating doctor and nurse housings into offices whereas doctors

and nurses moved to new places and adapting existing offices into additional in-patient rooms; improving

and expanding service area to be more modern, developing information system and procuring medical

equipment etc. In 2012 K 2013, capital expense is forecasted at 12.0 per cent of the revenues from hospital

operations which will be used to continue the improvement from year 2011. In 2014 K 2016, capital

expense is forecasted at 7.5 per cent of the revenues from hospital operations for an improvement of

properties and medical equipment to be efficiently functional.



follows:






average medical fee for outpatients. PYT 3?s number of outpatients using the services in each year and

average medical fee for outpatients derived from historical data and forecasted information are as follows:

34


2010 1st 9M 11 2011 2012 2013 2014 2015 2016


per year (times)

493,761 374,850 464,135 487,342 501,962 517,021 532,532 548,508



(5.4%) 1.9% (6.0%) 5.0% 3.0% 3.0% 3.0% 3.0%



fee per visit

5.1% 4.5% 4.5% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of patients using the services in the hospital significantly decreased from the previous

year due to the effect from the political protest. In 2011, the growth rate of the number of patients using the

services decreased from the previous year as a result of the flood crisis in Bangkok and metropolitan

during the end of the year which had a direct impact on the hospital. The hospital?s properties were not

damaged by the flood, but patients who were subject to the flood could not conveniently travel to the

hospital. In 2012, the growth rate of the number of patients using the services is forecasted at 5.0 per cent

and in 2013 K 2016, at 3.0 per cent. As for the growth rate of average medical fee per visit in 2011, it is

forecasted to be the same as that for the first 9-month period of 2011, i.e. 4.5 per cent and later in 2012 K

2016, to be at 3.0 per cent, as referred from the inflation rate.








35


2010 1st 9M 11 2011 2012 2013 2014 2015 2016



50,658 40,198 49,773 52,261 53,829 55,444 57,107 58,821



services per year

8.3% (1.7%) 5.0% 3.0% 3.0% 3.0% 3.0%



fee per day

(1.9%) 2.7% 2.7% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of days in which inpatients used the services increased from the previous year


treatment, resulting in the increase of conversion rate and average length of stay from 3.5 per cent to 3.8

per cent and from 2.5 days to 2.7 days, respectively. In 2011, the growth rate of the number of days in

which inpatients used the services decreased because the hospital is located at the flood area. In 2012 -

2016, the growth rate of the number of days in which inpatients use the services is forecasted at 3.0 per

cent to be in accordance with an increasing number of outpatients using the services. As for the growth

rate of average medical fee for inpatients per day in 2011, it is forecasted to be the same as that for the

first 9-month period of 2011, i.e. 2.7 per cent and later in 2012 K 2016, to be at 3.0 per cent per year, as

referred from the inflation rate. Conversion ratio and average length of stay are forecasted at 3.9 per cent

and 2.8 days, respectively, as referred from historical data.

PYT 3?s revenues from hospital operations (before discount) actually occurred in 2010 and the first 9-month



follows:

36


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Revenues from

hospital operations

(Million Baht)

1,667 1,340 1,659 1,794 1,903 2,019 2,142 2,272

Growth rate of

revenues from

hospital operations

3.7% (0.4%) 8.2% 6.1% 6.1% 6.1% 6.1%



5.4.2 Other incomes

Other incomes of PYT 3 include income from sale of annual membership cards and rentals etc. The

forecast of other incomes in 2011 was referred from the actual other incomes of the first 9-month period of

2011 which was later annualized. In 2012 K 2016, the growth rate of other incomes is forecasted to be

stable.



• Variable cost





• Fixed cost








37






2010 1st 9M 11 2011 2012 2013 2014 2015 2016




Baht)

1,013 827 221 1,048 1,145 1,209 1,277 1,348


operations to

revenues from

hospital operations

ratio

60.8% 61.7% 63.2% 63.8% 63.5% 63.2% 62.9% 62.7%















38

selling and administrative expenses in the first 9-month period of 2011 which was later annualized which











2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Total selling and

administrative

expenses (excluding


Baht)

237 155 210 234 242 252 263 274

Total selling and

administrative


from hospital

operations ratio

14.2% 11.6% 12.7% 13.0% 12.7% 12.5% 12.3% 12.1%








39

5.4.6 Income tax

Corporate income taxes in 2011 and 2012 were forecasted at 30 per cent and 23 per cent, respectively

and at 20 per cent of profit before tax deduction from 2013 onwards, to be in accordance with the new tax

rate stipulated by the Cabinet resolution dated 11 October 2011.





In 2011, PYT 3 had total investment of 131 million Baht mostly used for a procurement of additional medical

equipment. In 2012 K 2013 and 2014, capital expense is forecasted to be at 10 per cent and 9 per cent of

the revenues from hospital operations, respectively, which will be used for renovating service area for

outpatients and patient rooms. In 2014 K 2016, capital expense is forecasted to be at 7.5 per cent of the

revenues from hospital operations for an improvement of properties and medical equipment to be

efficiently functional.

5.5 Sriracha Nakorn Hospital Public Company Limited (8PYTS9)

Important hypotheses adopted in the financial projection of Sriracha Nakorn Hospital Public Company

Limited �PYTS� are as follows:


Revenues from hospital operations are derived from 2 groups of patients, i.e. general patients and social

security patients. Revenues from general patients are divided into 2 parts, i.e. revenue from outpatient




average medical fee for outpatients (excluding social security patients). PYTS? number of outpatients using

the services in each year and average medical fee for outpatients derived from historical data and

forecasted information are as follows:

40


2010 1st 9M 11 2011 2012 2013 2014 2015 2016


per year (times)

525,662 358,042 490,720 505,441 520,604 536,223 552,309 568,879



7.9% (8.6%) (6.6%) 3.0% 3.0% 3.0% 3.0% 3.0%



fee per visit

(5.8%) 22.3% 3.0% 3.0% 3.0% 3.0% 3.0%

PYTS is located in Sriracha District, Chonburi Province and its nearby areas are the locations of many

industrial estates and large communities. As there are few competitors with similar potentiality, the

hospital?s growth potential is very high. In 2010, the number of patients using the services significantly

increased from the previous year because the hospital provided mobile checkup service more which

resulted in a decreasing average medical fee per visit. This is because the fee charged by mobile checkup

service is quite not expensive due to the high competition. In 2011, the growth rate of the number of

patients using the services per year decreased by 6.6 per cent from the previous year as a result of the

decrease in mobile check up service. In 2012 - 2016, the growth rate of the number of patients using the

services per year is forecasted to increase by 3.0 per cent per year resulted from the expansion of service

area for outpatients, especially for specific disease treatment service. As for the forecast of the growth rate

of average medical fee per visit in 2011, it is referred from the figure in the first 9-month period of 2011, i.e.

22.3 per cent. The reason why the hospital has a considerable increasing growth rate of average medical

fee per visit, comparing to the previous year, is mainly due to the expansion in specific disease treatment

service, the investment in more modern medical equipment and the decrease in mobile checkup service.

In 2012 -2016, the growth rate of average medical fee per visit is forecasted to be 3.0 per cent per year, as

referred from the inflation rate.





41

length of stay of inpatients for each visit. PYS? number of days in which inpatients use the services each




2010 1st 9M 11 2011 2012 2013 2014 2015 2016



47,331 31,408 41,969 44,337 45,668 47,038 48,449 49,902



services per year

14.1% (11.3%) 5.6% 3.0% 3.0% 3.0% 3.0%



fee per day

10.9% 23.9% 3.0% 3.0% 3.0% 3.0% 3.0%

In 2010, the number of days in which inpatients used the services increased from the previous year


treatment, resulting in the increase of conversion rate from 4.2 per cent to 4.4 per cent and the increase in

the number of outpatients using the hospital services. In 2011, the growth rate of the number of days in

which inpatients used the services decreased. In 2012 - 2016, the growth rate of the number of days in

which inpatients use the services is forecasted to be at 3.0 per cent per year to be in accordance with an

increasing number of outpatients. As for the growth rate of average medical fee for inpatients per day in

2011, it is forecasted by referring to the figure in the first 9-month period of 2011, i.e. 23.9 per cent

because the hospital invested more in modern medical devices and expanded service area for clinic for

specific disease and later in 2012 K 2016, it is forecasted to be at 3.0 per cent per year, as referred from

the inflation rate. Conversion ratio and average length of stay are forecasted at 4.3 per cent and 2.0 days,

respectively, as referred from historical data.

42

• Revenue from medical services to patients under social security program

Revenue from medical services to patients under social security program is derived from 3 main parts, i.e.

income per patient received from the Social Security Office, which is a standard rate paid by the Social

Security Office to the hospital yearly, compensation paid upon the event where the number of insured

using the hospital services exceeds the Social Security Office?s standard, and revenue from treatment

services for complicated disease such as AIDs, cancer and operation etc. In 2010 and the first 9-month

period of 2011, the number of insured participating in the program was 136,312 persons and 144,945

persons (Based on the latest information as of October 2011, the number of insured of the hospital was at

145,337 persons). In 2011, the hospital expects to have the number of insured equal to the maximum per

year pursuant to the requirement of the Social Security Office. In 2011, revenue from medical services to

patients under social security program is forecasted at 1,978 Baht per person, as referred from the rate

paid by the Social Security Office to the hospital in 2010. In 2012 K 2016, the revenue is forecasted to be at

3.0 per cent per year, as referred from the inflation rate.

PYTS? revenues from hospital operations (after discount) actually occurred in 2010 and the first 9-month



follows:


2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Revenues from

hospital operations

(Million Baht)

1,572 1,296 1,746 1,863 1,967 2,077 2,194 2,318

Growth rate of

revenues from

hospital operations

9.4% 13.7% 6.6% 5.5% 5.6% 5.6% 5.6%



43

5.5.2 Other incomes

Other incomes of PYTS include rentals and incomes from sale of food etc. The forecast of other incomes in

2011 was referred from the actual other incomes of the first 9-month period of 2011 which was later

annualized. In 2012 K 2016, the growth rate of other incomes is forecasted to be stable.



• Variable cost





• Fixed cost










PYTS? costs of operations actually incurred in 2010 and the first 9-month period of 2011 and those derived

from the financial projection from 2011 K 2016 are as follows:

44


2010 1st 9M 11 2011 2012 2013 2014 2015 2016




Baht)

907 750 1,000 1,094 1,152 1,213 1,278 1,346


operations to

revenues from

hospital operations

ratio

69.6% 69.3% 68.6% 69.8% 69.3% 68.8% 68.3% 67.8%








selling and administrative expenses in the first 9-month period of 2011 which was later annualized which








45

PYTS? selling and administrative expenses actually incurred in 2010 and the first 9-month period of 2011



2010 1st 9M 11 2011 2012 2013 2014 2015 2016

Total selling and

administrative

expenses (excluding


Baht)

207 177 240 271 283 294 306 319

Total selling and

administrative


from hospital

operations ratio

15.9% 16.4% 16.5% 17.3% 17.0% 16.7% 16.4% 16.1%








5.5.6 Income tax



stipulated by the Cabinet resolution dated 11 October 2011.


In 2011 K 2016, average collection period is forecasted at 50 days, average inventory period at 11 days

and average payment period at 25 days, as referred from 2010 historical data.

46


In 2011, PYTS had total investment of 365 million Baht mostly used for expanding service areas by

renovating existing doctor and nurse housings into patient rooms and service area for outpatients; and

procuring additional medical equipment. In 2012 K 2016, capital expense is forecasted to be at 7.5 per

cent of the revenues from hospital operations for an improvement of properties and medical equipment to

be efficiently functional.

5.6 Calculation of the Business�s share value with discounted cash flow approach

5.6.1 Discount rate

The discount rate used in calculation of the present net value is 8.67 per cent by calculating from the

weighted average cost of capital (WACC) in accordance with the Business? capital ratio, referred from the

period during which the Executive Committee resolved to approve the entering into this transaction on 23

November 2011, with the following variables.

WACC = Ke * (E/A) + Kd * (D/A) * (1-T)

Ke = Shareholder equity return rate

Kd = Loan interest at 4.75 per cent, as referred from an interest rate of the loan expected to

be obtained from BGH after the tender offer, in accordance with the policy stipulated

in Clause 2.3 re Related Transactions of Part 3 re Details of the Business.

T = Long-term income tax at 20 per cent

E/A = The rate of 64.5 per cent by referring from BGH?s financial structure as of 30 Sep 11,

which is assumed to be the Business? goal.

D/A = The rate of 35.5 per cent by referring from BGH?s financial structure as of 30 Sep 11,

which is assumed to be the Business? goal.

Shareholder equity return rate could be estimated from the capital asset pricing model (�CAPM�) detailed

as follows.

Ke = Rf + β(Rm K Rf)

Where Rf = Risk-free rate (Rf) based on 10-year government bond yield as at 18 November 2011

at 3.41 per cent (Source: Thai Bond Market Association) because it was anticipated

that the 10-year government bond could well reflect the long-term risk-free rate. Most

47

government bonds with a term of over 10 years usually have low liquidity in the market

and should not be used for reference.

β = Coefficient of variation of return of PYT?s share compared with the SET?s return.

However, since the trading on the Business? securities is suspended, the calculation

of Beta was not applicable. The Financial Advisor, therefore, used unleveraged beta

of BGH, BH and KH, large listed companies under medical sector of which the shares

are frequently traded in the SET (from 20 Nov 09 to 18 Nov 11 (Source: Bloomberg)) to

calculate for leveraged beta of the Business, which arrived at 0.9980.

Rm = Market return (Rm) based on the 30-year historical average of a rate of return from

investment in the SET, which is expected to cover the cycle of the investment in the

SET and could represent the expected return rate of investors in the future. The 30-

year historical average of a rate of return from investment in the SET is at 11.37 per

cent (Source: Stock Exchange of Thailand).

5.6.2 Terminal growth rate

The terminal growth rate of the cash flow after 2016 was projected at 1 per cent, which the Financial

Advisor would refer from the point of view of executives expecting that although the business expansion

might be subject to area limitations, the business would have a potential in terms of price growth or

additional area could be procured even after the period under the projection.

5.6.3 Present value of the Business cash flow

The Financial Advisor calculated the present value of business cash flow by taking into account the cash

flow projection of each company in the group based on their respective shareholding ratio as of 30

September 2011 as follows:

48

Company Hospital

% of shares held by

the Business

1. Phyathai 1 Hospital Company Limited (�PYT1�) Phyathai 1 Hospital 99.99



4. Sriracha Nakorn Hospital Public Company Limited (�PYTS�) Phyathai Sriracha Hospital 63.98/1

Remark: /1 PYT has just increased its investment in PYTS to 64.64 per cent of the paid-up capital of PYTS as at 31 Dec 11

The cash flow projection and present value of business cash flow are as follows:

Projection

(Unit: Million Baht) 4th

quarter

of 2011

2012 2013 2014 2015 2016

Profit before interest payable & income tax 187 1,039 1,046 1,078 1,127 1,184

Profit before interest payable after income tax 131 800 837 863 902 947

Depreciation 152 540 620 692 753 815

Working capital requirements (64) (23) (13) (11) (11) (12)

Investment expenses (305) (778) (820) (632) (635) (669)

Cash flow of the Business (87) 539 624 912 1,009 1,081

Terminal value 14,240

Present value of future business cash flow 12,226

49

5.6.4 Summary of the calculation of the Business�s share value with discounted cash flow approach

(Unit : Million Baht) Value

Present value of future Business cash flow (value of a core business) 12,225.59

Plus: Other asset value not reflected in the above cash flow projection/1

(referred from the financial statement as of 30 Sep 11)

Cash and cash equivalents 1,281.79

Temporary investment 62.62

Long-term deposit with financial institutions 31.99

Investment property 34.40

Other long-term investment 1,032.28

Less: Interest bearing debt/1 (3,961.34)

Total value per shareholder 10,707.34

Number of ordinary shares (shares) 2,341.27

Share value (Baht per share) 4.57

Note: /1 The Financial Advisor calculated each asset and liability separately for each company (PYT, PYT 1, PYT 2, PYT 3 and

PYTS) which were then aggregated in proportion to PYT?s shareholding ratio in each company, as referred from the

financial statement as of 30 Sep 11.

From the calculation of the share value with discounted cash flow approach, PYT?s share price is arrived at

4.57 Baht per share. The Financial Advisor is of the opinion that this approach is suitable for appraisal of

the Business share value because this approach takes into consideration business operation plan, growth

potential and return potential to the shareholders in the future.

6. Summary of share value appraisal

Share value appraisal approach Share price (Baht per share)

1. Book value approach 1.07

2. Adjusted book value approach 2.29

3. Market value approach Not applicable

4. Market comparable approach

4.1 Price to earning approach 5.26 K 5.77

4.2 Price to book value approach 2.45 K 2.56

5. Discounted cash flow approach 4.57

50

The Financial Advisor opined that an appraisal of a share value with book value approach reflects a value of

assets only at a certain point of time and the book value does not reflect profitability and value added to the

shareholders in the future. Therefore, this approach is not suitable for appraisal of the Business share value.

As for an appraisal of a share value with adjusted book value approach, although the calculation of a share

value arrived by this approach can reflect the net asset value of the Business better than the calculation with

the book value approach since the business? main asset prices were adjusted, this approach is subject to

the same limitation as the above approach in that the share value arrived by the calculation does not take

into account the Business? growth potential.

Referring to market value approach, since although the Business? status is a listed in the SET, the trading on

the Business? securities has been suspended for a long time, the appraisal of a share value by this approach

is not applicable.

As for market comparable approach, although various listed companies in the SET are under medical

industry like the Business, each listed company?s business policy and operation form, size, competitiveness,

customer base, financial status and other factors are different. The Financial Advisor, therefore, viewed that

this approach is not suitable for appraisal of the Business share value.

The Financial Advisor opined that the appraisal of the Business share value with discounted cash flow

approach is most suitable, compared to other approaches because it takes into consideration business

direction, business expansion plan, profitability and growth future trend. The appropriate share price of PYT

was arrived at 4.57 Baht per share.

51

7. Summary of the Business share price under the Notification of Capital Market Supervisory Board No.

ThorJor. 12/2554

Criteria Price

(Baht/share)

1) The highest price at which the Offeror or the person under Section 258 of the

Offeror acquired the ordinary shares during the 90-day period before the

submission of the tender offer to the SEC

None

2) The weighted average market price of the shares during 5 trading days prior to the

date on which the Board of Directors of the Business passes the resolution to

propose the shareholders? meeting to consider the delisting of shares or the date

the shareholders? meeting passes the resolution to approve the delisting of shares

from the SET, whichever is earlier

None

3) The net asset value of the Business calculated from the book value adjusted by

latest market price of assets and liabilities of the Business

2.29

4) The fair value of ordinary shares of the Business as evaluated by the Financial

Advisor

4.75

The purchasing price of the Business shares at 4.57 Baht per share is, therefore, the highest price among

the prices calculated under 4 methods, which is in accordance with the requirement under the Notification of

Capital Market Supervisory Board No. Tor Jor. 12/2554.