sf 111/21 7, 2021

SF 111/21 September 27, 2021

Subject: Submission of the Opinions of the Company on the Tender Offer to buy all securities of Siam

Future Development Public Company Limited

To: Secretary General of the Office of the Securities and Exchange Commission

The President of the Stock Exchange of Thailand

Shareholders Siam Future Development Public Company Limited

Enclosure 1. Copy of Opinions of the Company on the Tender Offer to buy all securities of Siam

Future Development Public Company Limited

2. Copy of Opinions of the Independent Financial Advisor on the Tender Offer to buy all

securities of Siam Future Development Public Company Limited

Pursuant to Siam Future Development Public Company Limited (“the Company” or “Business” or

“SF”) received a copy of the Tender Offer to buy all securities of the Company (form 247-4) dated on

September 9, 2021 and a copy of the disclosure of additional information on the Tender Offer for the

Company’s securities dated September 27, 2021 from Central World Company Limited (“the Offeror”), the

Company has prepared the Opinions of the Company on the Tender Offer (form 250-2) and appointed

Avantgarde Capital Company Limited to act as the independent financial advisor (“Independent Financial

Advisor”) for shareholders to render the opinion on the Tender Offer to buy all Siam Future Development

Public Company Limited

In this regard, the Company hereby submit a copy of Opinions of the Company on the Tender

Offer (form 250-2) and a copy of Opinions of the Independent Financial Advisor on the Tender Offer to buy

all securities of the Company to The Securities and Exchange Commission, The Stock Exchange of Thailand,

and the Company’s shareholders as per details in the Enclosures.

Please be informed accordingly.

Yours faithfully,

- Signed -

(Naparat Sriwanvit)

Siam Future Development Public Company Limited

Opinions of the Company on the Tender Offer

(Form 250-2)

of


to

Shareholders of Siam Future Development Public Company Limited

The Offeror

Central World Company Limited

September 27, 2021


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Opinions of the Company Regarding the Tender offer

September 27, 2021

To Shareholders of Siam Future Development Public Company Limited

As Siam Future Development Public Company Limited (“the Company” or “Business” or

“SF”) received a copy of the Tender Offer to buy all securities of the Company (“the Tender

Offer for securities” or “the Tender Offer”) from Central World Company Limited (the “Offeror”)

which is a subsidiary of Central Pattana Public Company Limited (“CPN”), where CPN holds 99.99%

of the total issued and paid-up shares and total voting rights of the Offeror (including direct and

indirect shareholdings), details as follow:

Types of securities

Number of securities Percentage of securities Tender Offer Price per share

(THB)

Offering Value (THB) Shares/Unit

Shares with voting rights

Of the total issued

securities

Of the total shares with voting rights

Ordinary Shares 932,550,343 932,550,343 43.74 43.74 12.001/ 11,190,604,116 Preferred Shares WarrantsConvertible Debentures Other Securities (if any)

Total 43.74 Total 11,190,604,116 Note 1/ shareholders who accept the Tender Offer (the “Offeree”), are subject to payment of a brokerage fee of 0 . 2 5 % of the

Tender Offer Price, plus value added tax (“VAT”) of 7% of the brokerage fee. Therefore, the net price to be received

will be THB 11.9679 (Eleven Point Nine Six Seven Nine Baht) per share.

Offer Price and Offer Period

The Offer Price of the Business ordinary share is THB 12 .00 (Twelve Baht) per share (the

“Offer Price”). In addition, shareholders who accept the Tender Offer (each an “Offeree”), are

subject to payment of a brokerage fee of 0.25 percent of the Offer Price, plus value added tax of

7.00 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be

THB 11.9679 (Eleven Point Nine Six Seven Nine Baht) per share. Such Offer Price is the final offer

which will not be changed. Moreover, The Offeror will purchase the Business’s shares in the total


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of 20 business days from September 10, 2021 to October 8, 2021, during the office hours of the

Tender Offer Agent from 9 :00 a.m. to 4 :00 p.m. Such Offer Period is the final period which will

not be extended. If there is an announcement of additional public holidays during the purchase

period, the Offeror will extend the Tender Offer period so that the Offer Period is not less than

25 working days, in accordance with the Notification of the Capital Market Supervisory Board No.

TorChor. 12/2554.

However, Tender Offer Price and the Tender Offer Period will not change unless any of

the following condition has been met:

The Offeror may reduce the Offer Price or extend the Offer Period in the case of any

event or action that occurs during the Offer Period which causes severe damage to

the status or the assets of the Business.

The Offeror may change the offer or extend the Offer Period to compete with another

offeror who has submitted a tender offer for shares of the Business during the Offer

Period.

Conditions for Cancellation of the Tender Offer

The Offeror may cancel the Tender Offer upon the occurrence of one or more of the

following events:

any event or action occurring after the submission of the Tender Offer to the Office of

the Securities and Exchange Commission (the “SEC”) but within the Offer Period which

causes or may cause severe damage to the status or the assets of the Business, where

such event or action has not result solely from the actions of the Offeror or actions

for which the Offeror is responsible; or

any action conducted by the Business after the submission of the Tender Offer to the

SEC but within the Offer Period which causes or may cause a significant decrease in

the value of the Business’s ordinary shares; or


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any action conducted by the Business as defined in the Notification of the Capital

markets Supervisory Board No. Tor Chor. 14/2554 Re: Actions or Omission of Actions

Which is Likely to Affect the Tender Offer of the Business.

Tender Offer Revocation Period

The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender

Offer Agent on any business day from September 10, 2 0 2 1 to October 8, 2 0 2 1 ( totaling 2 0

business days) during the hours of 9 : 0 0 a.m. to 4 : 0 0 p.m. If the Offeree wishes to revoke its

acceptance of the Tender Offer, it must follow the Tender Offer Revocation Procedures as

specified in Attachment of the Tender Offer.

However, if there is an announcement of additional public holidays during the Revocation

Period, the Offeror will extend the Revocation Period so that the Revocation Period is not less

than 20 working days, in accordance with the Notification of the Capital Market Supervisory Board

No. TorChor. 12/2554

Source of Funds for the Tender Offer

The funds required for the Tender Offer for remaining ordinary shares of the Business, in

the case that all the Offerees sell all remaining ordinary shares in this Tender Offer at the Offer

Price of THB 12.00 per share, will be equal to THB 11,190,604,116 (Eleven Billion One Hundred

Ninety Million Six Hundred Four Thousand One Hundred and Sixteen Baht). The full amount of

the source of funds for this Tender Offer will come from borrowing from the financial institution

i.e., Kasikornbank Public Company Limited, which has issued a confirmation letter stating that the

bank has approved loan facility to the Offeror for the purpose of Tender Offer for Securities of

the Business in the amount of THB 18,000,000,000 (Eighteen Billion Baht) to make a payment for

this Tender Offer. In this regard, the Offeror will use its cash flows from operation, its working

capital and dividend received from the Business as sources of fund for repayment of such loan

facilities. In addition, the Offeror may consider procuring external sources of funds including but

not limited to loan facility and issuance of bond.


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The Company has considered the Tender Offer by taking into consideration the benefit

of the Company’s shareholders and would like to render opinion regarding the Tender Offer as

follows:

1. The Company’s Information

1.1. General Information of The Company

Company Name Siam Future Development Public Company Limited Address Esplanade Shopping Center Building, Ratchadaphisek, No. 9 9

Ratchadaphisek Road, Din Daeng Subdistrict, Din Daeng District, Bangkok 10400 Thailand

Business Type Develop and manage shopping centers or projects related to retail businesses in Thailand.

Telephone 0-2660-9000

Fax 0-2660-9010, 0-2660-9020, 0-2660-9030

Company Registration Number

0107545000187

Website www.siamfuture.com

Establish Date 29 August 1994

Stock Exchange Market

Stock Exchange of Thailand (“SET”, “SET” or “SET”)

Industry real estate and construction

Sector real estate development

First Trade Date December 17, 2002

IPO Price 8.00 THB (par price 1.00 THB)

Par 1.00 THB

Authorized Capital 2,131,929,050.00 THB

Paid-up Capital 2,131,920,931.00 THB


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Dividend Policy The Company has a policy to pay dividends to shareholders at the rate Not less than 4 0 percent of the net profit of the separate financial statements business in each accounting period after deducting accumulated losses carried forward (if any) and having sufficient working capital to expand the business of the Company

1.2. History and Successful Event

ปี เหตุการณ ์

1994 - Established a company Siam Future Development Ltd., with the objective of developing and managing an open-air shopping center.

1995 - 2000

- Opened the Company's first community shopping center at Bang Bon, with JUSCO as the main tenant. and expanding more community shopping centers including stand-alone shopping centers with B-Quik as the main tenant

2003 - Approved to move the company's securities from the Stock Exchange of Thailand (MAI) as a listed securities Listed on the Stock Exchange of Thailand (SET) on December 12, 2003, effective from January 1, 2004.

2006 - J Avenue Thonglor received The Innovative Design and Development of a New Project from the International Council of Shopping Centers (ICSC) International Design and Development Awards 2006.

2011 - Opened IKEA Store Bangna, the first IKEA furniture center in Thailand on November 3, 2011.

2012 - Opened the operation of Mega Bangna Shopping Center. On Bangna-Trad Road km.8 on May 5, 2012 by a joint venture with Ikano Company Limited, a world-class furniture company from Sweden under the name IKEA.

2016 - Start the construction of the extension of the Marketplace Shopping Center Mrs. Lychee and the extension of Mega Bangna (Mega Food Walk) - Partial Tender Offer by Major Cineplex Group Plc

2019 - Opened Marketplace Dusit shopping center in February 2019 - Opened the extension of Mega Bangna Shopping Center (Mega Smart Kids) in April 2019


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1.3. The Company’s Business Overview

Siam Future Development Public Company Limited (“SF” or the “Business”) was

established on 29 August 1994 by Mr. Pongkit Suttapong and Mr. Nopporn Witoonchart with the

registered capital of 10 million Baht as the shopping center developer and management service

provider. The Business were listed and traded on the Market for Alternative Investment (the

“MAI”) on 17 December 2002 . In 2003 , the Business was granted an approval from the Stock

Exchange of Thailand (the “SET”) to transfer its listing from the MAI to the SET.

Currently, SF and its subsidiaries operate 1 8 projects, accounted for total gross leasable

area of 4 3 0 ,6 2 8 square meters with 9 4 percent occupancy rate, as of 3 1 December 2 0 2 0 .

Furthermore, there are 2 projects under construction, which are Market Place Krungthep-Kreetha,

under neighborhood shopping center concept located on Srinakarin-Romklao Road with

approximate 5 ,0 0 0 sq.m. leasable area targeted to open in year 2 0 2 1 , and Marche’55 under

mixed-use concept of an integration between retail and office space located on Thonglor Soi 4

with retail area around 11,000 sq.m. targeted to open in year 2022. Projects can be categorized

as follows:

Neighborhood Shopping Center

An open-air shopping center which has supermarket as an anchor tenant, day-to-day

product and specially stores for another 15-20 tenants.

Stand-Alone Retail Store

a one-shop retail store in an area close to the main road. The stand-alone retail store is

available for 1 tenant, e.g. auto service center, convenience store or retail shop.

Power Center

a large-scale shopping center with more than 2 anchor tenants and specialty stores such

as hypermarket and cinema, etc.

Lifestyle Center

an open-air shopping center which has up-scale supermarket as an anchor tenant, day-to-

day product and various stores such as cafe, restaurant, bakery shop, beauty shop, school and

open space.


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Entertainment Center

a combination of entertainment complex and retailers which has cinemas, bowling,

theaters, and stores catered to the new generation of consumer needs as anchor tenants.

Super Regional Mall

a large-scale shopping center with more than 1 5 0 ,0 0 0 sq.m., the main stores comprise

supermarket, retuarants, banks, specialty stores and food court, etc.

At present, the Company has a total of 1 8 ongoing projects with a total rental area of

430,628 square meters, consisting of

Type of Shopping Center Number Name of Shopping Centers

1

Neighborhood Shopping Center

7

- Market Place Bangbon - Market Place PrachaUtit - Market Place Sukaphiban 3 - Market Place Thonglor - Market Place Nanglinchee - Market Place Nawamin (Sukapiban 1) - Market Place Dusit

2

Lifestyle Center

6

- J Avenue Thonglor - La Villa Ari - The Avenue Chaeng Watthana - Pattaya Avenue - The Avenue Ratchayothin - Nawamin City Avenue

3 Power Center

2 - Petchkasem Power Center - Ekkamai Power Center

4 Stand-alone Retail Store 1 Mengjai 5 Entertainment Center 1 Esplanade Ratchadapisek 6 Super Regional Mall 1 Megabangna

Total 18


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The amount of space for rent can be categorized by type of shopping center as follows:

Type of Shopping Center 2561 2562 2563

1 Neighborhood Shopping Center

43,164 46,288 45,544

2 Lifestyle Center 77,984 79,092 79,159 3 Power Center 70,076 70,541 61,436

4 Stand-alone Retail Store

- - -

5 Entertainment Center 871 871 466 6 Super Regional Mall 191,216 201,491 201,491

Total 426,044 441,158 430,628 Occupancy rate 92.00 96.00 94.00

SF earns its income from 4 groups of major services:

1. Revenue from the project rental, management services and common area

maintenance (CAM), and revenue from public utilities which have details as follows:

a. Short-term and long-term rental of building space: Mostly, 30-50 percent of

Gross Leasable Area (GLA) are long-term rental agreement with rental term of

10-30 years. The remaining area is short-term rental agreement with rental term

of 1-3 years, which most agreements are 3 years-term. Each rental contract will

specify rental price, rental payment period, future price adjustment and rental

conditions in details. The Business will make rental agreement with anchor

tenants by having rental terms equal to land lease terms of each project to

match revenue stream with expense throughout the contract period.

b. Management services and common area maintenance (CAM) services are

services under the service contract, which will be prepared together with the

rental agreement. The service period will equal to rental term in rental

agreement of each customer. Management services and common area

maintenance (CAM) services include cleaning services for common areas, tree


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and garden care, security, traffic management, maintenance of common areas,

buildings, and equipment, lighting, electricity and water in common areas,

waste disposal, wastewater treatment, and sales promotion programs.

c. Public utilities services include electricity, water supply, and telephone supply.

The Business will collect the bills in a rate higher than actual payment to public

utility providers, which are Metropolitan Electricity Authority, Metropolitan

Waterworks Authority, Telephone Organization of Thailand, and True

Corporation Public Company Limited. In addition, the Business uses profit from

public utility services to pay public utility bills for common areas.

2. Share profit (loss) from joint venture which is mainly from Megabangna

3. Other Income such as revenue from the installation of electricity and water meters

4. Revenue from financials and interest from long-term lease tenants

41%

57%

1% 1%

Percentage to revenue for the year ended December 31, 2020

Rental and service income Share of profit Other revenue Interest income


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1.4. Shareholding Structure of the Business

Source: Form 56-1 One Report for 2020 of SF

Note: 1 Connect Consultant Co., Ltd. holds 26.0 percent.

2 Connect Consultant Co., Ltd. holds 49.0 percent.

3 Major Cineplex Group PLC. holds 50.0 percent.

4 IKANO PTE LTD holds 49.0 percent and S.P.S. Global Trade Co., Ltd holds 2 percent.

5 IKANO PTE LTD holds 49.0 percent and Thai Vanasiri Co., Ltd holds 2 percent.

6 SF Development Co., Ltd. holds 83.2 percent, IKANO PTE LTD holds 8.2 percent and S.P.S. Global Trade Co., Ltd holds 0.4 percent

Siam Future Development PLC.

Petchkasem Power Center1

Shopping center developer and management

service provider for Petchkasem Power Center

74.00%

Ekkamai Lifestyle Center2


service provider for Ekkamai Power Center

51.00%

SF Development4 and North Bangkok Development


service provider for Mega Bangna and in Rangsit

49.00%

Ratchayothin Avenue3 and management 3

Shopping center developer and management for

Major Avenue Ratchayothin

50.00%

Siam Future Property


service provider for Esplanade Ratchadapisek

100.00%

Siam Future Management

Management service provider for Market Place

Nawamin (Sukapiban 1)

100.00%

West Bangkok Development8


service provider for new shopping center in Bang

Yai area

8.00%


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1.5. Revenue Structure of The Company

Revenue Structure percent

Shareholding

2018 2019 2020

THB million

percent THB

million percent

THB million

percent

1. Rental and services income

Siam Future Development PLC

765.09 28.50 833.00 30.04 638.79 35.28

Petchkasem Power Center 74.00 118.83 4.43 129.52 4.67 109.95 6.07

Ekkamai Lifestyle Center 51.00 88.52 3.30 89.60 3.23 69.66 3.85

Siam Future Property 100.00 402.78 15.00 430.37 15.52 274.44 15.16

Siam Future Management 100.00 12.31 0.46 13.86 0.50 1.28 0.07

Ratchayothin Avenue 50.00 (0.01) 0.00 (0.01) 0.00 4.66 0.26

Ratchayothin Avenue Management

50.00 3.06 0.11 3.07 0.11 2.98 0.16

Total rental and services income

1,390.59 51.79 1,499.41 54.08 1,101.76 60.86

2. Finance and interest income


13.87 0.52 13.39 0.48 11.57 0.64



Siam Future Property 100.00 (0.36) (0.01) (2.75) (0.10) 0.19 0.01

Siam Future Management 100.00 0.51 0.02 (1.06) (0.04) 0.03 0.00

Ratchayothin Avenue 50.00 5.73 0.21 5.60 0.20 5.52 0.30


50.00 0.75 0.03 0.75 0.03 0.74 0.04

Total finance and interest income

21.51 0.80 17.08 0.62 19.21 1.06

3.Other income


38.23 1.42 19.38 0.70 14.93 0.82



Siam Future Property 100.00 4.84 0.18 5.66 0.20 4.32 0.24

Siam Future Management 100.00 0.05 0.00 0.34 0.01 0.12 0.01

Ratchayothin Avenue 50.00 5.77 0.21 5.95 0.21 0.05 0.00


50.00 0.00 0.00 0.42 0.02 0.00 0.00

Total other income 50.48 1.88 33.90 1.22 20.04 1.11

4.Share of profit from joint venture

49.00 1,222.32 45.53 1,222.32 44.08 669.42 36.98

Total revenues 2,684.89 100.00 2,772.70 100.00 1,810.42 100.00


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1.6. Summary of financial position and operational performance of The Company

The independent financial advisor analyzes the operating results and financial status

of the business. which are financial statements that have been audited by the Company

PricewaterhouseCoopers ABAS Ltd.

Consolidated profit and loss statements Table of the Company’s consolidated profit and loss statements in 2018 – 2020 and Q2 of 2021

2018 2019 2020 Q1 2021

THB

million percent

THB million

percent THB

million percent

THB million

percent

Rental and services income 1,390.59 51.79 1,499.42 45.19 1,101.76 41.35 502.89 51.70

Finance and interest income 21.51 0.80 17.08 0.51 19.21 0.72 8.76 0.90

Other income 50.48 1.88 33.90 1.02 20.04 0.75 31.40 3.23

Share of profit from joint ventures

1,222.32 45.53 1,767.93 53.28 1,523.44 57.18 429.67 44.17

Total Revenue 2,684.89 100.00 3,318.33 100.00 2,664.44 100.00 972.72 100.00

Cost of rental and services 567.37 21.13 626.21 18.87 429.70 16.13 202.42 20.81

Gain from adjustment on investment property, net

(281.83) (10.50) 196.57 5.92 (469.04) (17.60) (323.04) (33.21)

Selling expenses 48.82 1.82 44.14 1.33 39.56 1.48 17.30 1.78

Administrative expenses 207.44 7.73 231.68 6.98 191.49 7.19 107.58 11.06

Total expense 541.81 20.18 1,098.59 33.11 191.71 7.20 4.25 0.44

Profit before finance costs and income tax

2,143.09 79.82 2,219.74 66.89 2,472.73 92.80 968.47 99.56

Finance costs (74.94) (2.79) (96.13) (2.90) (90.06) (3.38) (46.45) (4.78)

Profit before income tax 2,068.15 77.03 2,123.61 64.00 2,382.66 89.42 922.01 94.79

Income tax (171.96) (6.40) (71.65) (2.16) (169.78) (6.37) (97.82) (10.06)

Profit for the year 1,896.19 70.62 2,051.96 61.84 2,212.88 83.05 824.20 84.73

Source: Consolidated financial statements of the Company for the year 2018 - 2020 and the second quarter of 2021

Consolidated statements of financial position

Table of the Company’s consolidated profit and loss statements in 2018 – 2020 and Q2 of 2021 2018 2019 2020 Q1 2021

THB

million percent

THB million

percent THB

million percent

THB million

percent

Asset Cash and cash equivalent 50.98 0.26 53.25 0.25 88.98 0.36 52.29 0.21 Short-term investment 77.55 0.40 15.00 0.07 - 0.00 - 0.00 Trade and other receivables

122.73 0.63 189.79 0.89 111.25 0.45 89.36 0.35


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2018 2019 2020 Q1 2021

THB million

percentTHB

million percent

THB million

percentTHB

million percent

Finance lease receivables due within one year

21.20 0.11 20.87 0.10 20.99 0.09 20.86 0.08

Amounts due from related parties

22.60 0.12 14.74 0.07 27.27 0.11 22.95 0.09

Short-term loans to related parties

14.50 0.07 12.80 0.06 12.80 0.05 12.80 0.05

Other current assets 36.82 0.19 45.14 0.21 55.80 0.23 54.99 0.22

Total current asset 346.38 1.79 351.59 1.65 317.09 1.29 253.25 0.99 Restricted cash at bank 0.62 0.00 0.62 0.00 0.63 0.00 0.63 0.00 Finance lease receivables 509.30 2.63 432.24 2.02 406.23 1.65 385.70 1.52 Investments in subsidiaries - 0.00 - 0.00 - 0.00 - 0.00 Investment in associates - 0.00 - 0.00 - 0.00 - 0.00 Investments in joint ventures

7,082.83 36.56 8,653.78 40.50 9,948.52 40.50 10,181.21 40.00

Prepaid rent, net 0.83 0.00 0.77 0.00 0.70 0.00 0.67 0.00 Investment property 11,250.08 58.06 11,745.30 54.96 13,693.21 55.75 14,448.18 56.76 Right-of-use assets - 0.00 - 0.00 18.78 0.08 16.61 0.07 Building and equipment, net

61.15 0.32 62.99 0.29 58.74 0.24 51.81 0.20

Intangible assets, net 32.21 0.17 33.49 0.16 31.24 0.13 29.26 0.11 Deposits for leasehold land 48.52 0.25 48.46 0.23 50.08 0.20 49.87 0.20 Other non-current assets 43.34 0.22 40.70 0.19 37.73 0.15 36.74 0.14 Total non-current asset 19,028.90 98.21 21,018.35 98.35 24,245.86 98.71 25,200.67 99.01 Total asset 19,375.28 100.00 21,369.94 100.00 24,562.95 100.00 25,453.92 100.00

Liabilities Short-term borrowing from financial institution

859.82 4.44 379.77 1.78 910.00 3.70 1,170.00 4.60

Trade and other payables 320.88 1.66 203.54 0.95 255.76 1.04 142.93 0.56 Amounts due to related parties

2.55 0.01 9.50 0.04 6.11 0.02 4.15 0.02

Short-term borrowings from subsidiaries

0.00 0.00 0.00 0.00

Current portion of unearned rental and service income

40.71 0.21 48.27 0.23 33.57 0.14 33.94 0.13

Current portion of long-term borrowings

152.00 0.78 806.48 3.77 446.07 1.82 386.39 1.52

Liabilities on land leases - current portion

121.17 0.63 160.29 0.75 180.53 0.73 202.89 0.80

Income tax payable 4.95 0.03 9.98 0.05 3.37 0.01 3.97 0.02

Other current liabilities 241.42 1.25 233.18 1.09 277.76 1.13 136.27 0.54

Total current liabilities 1,743.49 9.00 1,851.01 8.66 2,113.17 8.60 2,080.54 8.17


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2018 2019 2020 Q1 2021

THB

million percent

THB million

percent THB

million percent

THB million

percent

Unearned rental and services income

359.82 1.86 527.54 2.47 520.23 2.12 587.80 2.31

Long-term borrowings 1,523.84 7.86 1,202.34 5.63 1,684.95 6.86 1,971.29 7.74 Deposits received from customers

499.00 2.58 533.64 2.50 523.76 2.13 534.46 2.10

Deferred tax liabilities 1,139.17 5.88 1,167.64 5.46 1,321.77 5.38 1,412.59 5.55 Liabilities on land leases 1,473.65 7.61 1,573.77 7.36 2,166.94 8.82 2,234.14 8.78 Employee benefit obligations

43.95 0.23 53.11 0.25 59.11 0.24 62.27 0.24

Total non-current liabilities

5,039.43 26.01 5,058.04 23.67 6,276.76 25.55 6,802.54 26.72

Total liabilities 6,782.92 35.01 6,909.04 32.33 8,389.92 34.16 8,883.08 34.90 Equity

Share capital 1,776.61 9.17 2,131.92 9.98 2,131.92 8.68 2,131.92 8.38 Share premium 634.03 3.27 634.03 2.97 634.03 2.58 634.03 2.49 Retained earnings

Appropriate – legal reserve

177.67 0.92 213.19 1.00 213.19 0.87 213.19 0.84

Unappropriate 8,910.91 45.99 10,374.50 48.55 11,957.03 48.68 12,316.17 48.39 Other component of equity (0.45) 0.00 (0.45) 0.00 (0.45) 0.00 (0.45) 0.00 Non-controlling interest 1,093.59 5.64 1,107.70 5.18 1,237.30 5.04 1,275.98 5.01 Total equity 12,592.36 64.99 14,460.89 67.67 16,173.03 65.84 16,570.84 65.10 Total liabilities and equity 19,375.28 100.00 21,369.94 100.00 24,562.95 100.00 25,453.92 100.00

Source: Consolidated financial statements of the Company for the year 2018 - 2020 and the second quarter of 2021

Key financial ratios Table of the Company’s key financial ratios in 2018 – 22020 and Q2 of 2021

2018 2019 2020 Q1 2021 Liquidity ratio Current ratio Times 0.20 0.19 0.15 0.12 Quick ratio Times 0.20 0.19 0.15 0.12 Account receivable day Days 32.21 46.20 36.86 64.86 Account payable day Days 206.43 118.64 217.25 257.74 Cash Cycle Days (174.21) (72.44) (180.39) (192.88)

Profitability ratio

Gross profit margin1/ percent 59.20 58.24 61.00 59.75 Operating profit margin percent 80.85 67.73 93.78 101.11 Net profit margin percent 70.62 61.84 83.05 84.73 Return on assets percent 9.79 9.60 9.01 3.24 Return on equity percent 15.06 14.19 13.68 4.97 Financial policy ratio Debt to equity ratio Times 0.54 0.48 0.52 0.54 Interest coverage ratio Times 0.13 0.14 0.13 0.14


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2018 2019 2020 Q1 2021 Debt service coverage ratio Times 28.60 23.09 27.46 20.85 Dividend payout ratio percent 0.23 0.10 0.23 0.19 Data on per share capital Book value per share THB 5.91 6.78 7.59 7.77 Basic and diluted earnings per share THB 0.93 0.95 0.98 0.37 Dividend per share THB 0.30 0.22 0.20 0.20

Source: The Company's 2020 Annual Report and the Discussion and Analysis of the Financial Position and Operating

Results for the 2nd Quarter of 2021

1/ Gross profit margin is calculated from rental and service income only.

1.6.1. Analysis of the Company’s operational performance

Rental and service income

Rental and service income is the income generated from the rental of space of the

Company's projects. In 2018 - 2020, the Company had total rental and service income of THB

1,390.59 million, THB 1,499.42 million and THB 1,101.76 million, respectively, which accounted

for the rate of Decrease in average annual rental and service income (CADR) equal to 1 0 . 9 9

percent. In 2020, rental and service income, which was THB 1,101.76 million, a decrease of

THB 397.67 million or 26.52 percent from the previous year. In 2019, which is equal to THB

1,499.42 million due to rental discounts for shops affected by the COVID-19 epidemic situation

and the closure of the Marketplace shopping center. Nawamin has reopened in the third

quarter of 2020.

Other income

Other incomes include utilities installation fees, repair fee improvement of shops in

the project, etc. In 2018 - 2020, the Company had other revenues totaling THB 50.48 million,

THB 33.90 million, THB 20.04 million, respectively, which accounted for the average reduction

of total other income per year (CADR) equal to 36.99 percent due to the impact of the COVID-

1 9 epidemic situation, most stores were closed. As a result, the revenue from the shop

renovation that will occur from the opening decreased. In 2 0 2 0 , other income was equal to

THB 20.04 million, a decrease of THB 13.86 million or 40.89 percent because in the year 2019,

the company recorded revenue. other than providing utilities installation services for the

Market Place project Dusit, which is a new project opened during 2 0 1 9 , compared to 2 02 0

when other incomes have declined due to the spread of the COVID-19 virus.


Page | 16

share of profit from joint venture

share of profit from joint venture It is the profit derived from the investment in SF

Development Company Limited (“SFD), which operates the MegaBangna shopping center

development business, in which the Company holds 49.0 percent of the shares during 2018

– 2020. Share of profit from joint ventures totaled THB 1,222.32 million, THB 1,767.93 million

and THB 1,523.44 million respectively, representing the average growth rate of share of profit

from joint ventures per year (CAGR) equal to 11.64 percent in 2019. The share of profit from

the joint venture was THB 1,767.93 million, an increase of THB 545.61 million or 44.64 percent

from the year 2018 , which was 1 ,222 .32 million baht due to 3 main reasons: 1 . Ability to

adjust rent and service fees Expand the service area in the Mega Smart Kids segment to

accommodate children and family customers with approximately 8,500.00 square meters of

rental space.

However, in 2020, the share of profit from the joint venture was THB 1,523.44 million,

a decrease of THB 244.49 million or 13.83 percent from 2019, which was THB 1,767.93 million

due to rental discounts for stores that were affected by the situation. The spread of the COVID-

19 virus, the cost of installing utilities repair fee Improve the shop in the project, etc.

Gross Profit Figure of revenue, gross profit, and gross profit margin of the Company in 2018 – 2020 and Q2 of 2021

Between 2018 and 2020, the average gross profit margin was 59.48 percent and when

considering the second quarter of 2021, the gross profit margin was 59.75 percent, a decrease

1,390.59 1,499.42

1,101.76

502.89

823.21 873.21 672.05

300.47

59.20%

58.24%

61.00%

59.75%

56.50%

57.00%

57.50%

58.00%

58.50%

59.00%

59.50%

60.00%

60.50%

61.00%

61.50%

-

200.00

400.00

600.00

800.00

1,000.00

1,200.00

1,400.00

1,600.00

2018 2019 2020 Q2 2021

perce

ntag

e to

rent

al an

d se

rvice

inco

me

THB

Milli

on

Rental and service income Gross profit Gross profit margin


Page | 17

from 61.00 percent in 2020 to 1.25 percent due to Provide discounts on rental fees to shops

affected by the COVID-19 epidemic, utilities installation fees repair fee Improve the shop in

the project, etc.

Expense

In 2 0 1 8 – 2 0 2 0 , the cost of renting and providing services to the Company is THB

567 .37 million, THB 626 .21 million and THB 429 .70 million, respectively, representing an

average annual reduction rate (CADR) of 12.97 percent, which is the cause. came from a plan

to reduce project management costs from Situation of the spread of the COVID-19 virus

Selling and administrative expenses in 2018 - 2020 were THB 256 .26 million, THB

275.82 million and THB 231.05 million respectively, which accounted for the average annual

reduction rate (CADR) of 5 . 0 5 percent due to administrative expenses. reduced from the

situation The spread of the COVID-19 virus

Finance costs in 2018 - 2020 were THB 74.94 million, THB 96.13 million and THB 90.06

million respectively, which accounted for the average annual growth rate (CAGR) of 9 . 6 3

percent due to the recognition of Interest is an expense from loans for the construction of

new projects opened in 2019

(Gain) Loss on fair value adjustment Investment Property - Net

In 2018 – 2020, (gain) loss from fair value adjustment Investment properties - net were

THB (281.83) million, THB 196.57 million and THB (469.04) million, respectively, representing

an average annual growth rate (CAGR) of 2 9 . 0 1 percent, which was caused by the Group's

acquisition of an extension of the term of the lease of land where a shopping center is located

for an additional 8 years after the expiration of the current contract. One shopping center was

completed and there were two shopping centers under construction. Meanwhile, the fair value

of two shopping centers was lowered due to the lower number of tenants. Calculate the fair

value of investment properties from 12.00 percent per annum to 11.50 percent per annum to

reflect the current assessment of the currency and appropriate risk factors.


Page | 18

Profit Figure of the Company’s revenue, net profit and percentage of revenue in 2018 – 2020 and Q2 of 2021

Between 2018 and 2020, the average net profit margin for the year was 71.84 percent

and when considering the second quarter of 2021, the net profit margin for the second quarter

of 2021 was 84.73 percent. In 2019, the Company had net profit for the year was equal to

THB 2,051.96 million, an increase of THB 155.78 million or 8.22 percent from the year 2018,

which is equal to THB 1 ,8 9 6 . 1 9 million due to the recognition of full-year revenue from

Marketplace Nanglinchee Shopping Center Phase 2 , which opened in December of the year.

In 2018, Marketplace Sukhapiban 3 and Marketplace Project Dusit opened in the first quarter

of 2019 and an improvement in the occupancy rate Company average.

In 2020, the net profit for the year was THB 2,212.88 million, an increase of THB 160.92

million or 7 .84 percent from the year 2019 , which was THB 2 ,051 .96 million because the

company Gained from the renewal of the land lease of Esplanade Ratchada Project in the first

quarter of 2020, and gains from the valuation of the land of The Avenue Ratchayothin, as well

as the fair value adjustment of various projects during the 4th quarter of 2020

For the second quarter of 2021, the Company's net profit for the period was 824.20

million baht, an increase of THB 153.78 million or 22.94 percent from the second quarter of

2020, which was THB 670.42 million due to the adjustment of the discount rate to reflect the

risk of appropriate, making the fair value calculation of investment property higher. As a result,

the profit from fair value adjustment increases.

2,684.89

3,318.33

2,664.44

972.72 2,143.09 2,219.74 2,472.73

968.47

1,896.19 2,051.96 2,212.88

824.20

79.82% 66.89%

92.80% 99.56%

70.62% 61.84%

83.05% 84.73%

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

-

500.00

1,000.00

1,500.00

2,000.00

2,500.00

3,000.00

3,500.00

2018 2019 2020 Q2 2021

Perce

ntag

e to

tota

l rev

enue

THB

Milli

on

Total revenue Profit before interest and tax Profit for the year

EBIT margin Profit margin


Page | 19

1.6.2. Analysis of the Company’s financial position

Total Assets

As of December 3 1 , 2 0 1 8 , 2 0 1 9 and 2 0 2 0 , the Company's total assets were THB

19,375.28 million, THB 21,369.94 million and THB 24,562.95 million respectively, representing

an average annual growth rate (CAGR) of 12.59 percent and as of 30 June 2021, the Company

has total assets equal to THB 25,453.92 million. The main assets of the Company consist of

investment in joint ventures of THB 10,181.21 million or 40.00 percent of total assets of the

Company. and investment properties of THB 1 4 ,4 4 8 . 1 8 million or 5 6 . 7 6 percent of the

Company's total assets.

As of December 31, 2019, total assets of the Company were THB 21,369.94 million, an

increase of THB 1,994.66 million. or 10.29 percent from 2018 due to the investment in joint

ventures in 2019 equal to THB 8,653.78 million, an increase of THB 1,570.95 million from the

share of profits of the joint venture Mega Bangna project both operating profit and gain from

fair value adjustment of THB 1,779.22 million, adjusted by dividend income from Mega Bangna

project of THB 196.98 million. In addition, investment properties in 2019 were THB 11,745.30

million, an increase of THB 4 9 5 . 2 1 million from fair valuation. rising from Marketplace Dusit

project launched in Q1/2019 and profit from revaluation fair project.

As of December 31, 2020, total assets of the Company were THB 24,562.95 million, an

increase of THB 3,193.02 million. or equivalent to 14.94 percent from the year 2019 due to

the investment in joint ventures in 2020 equal to THB 9,948.52 million, an increase of THB

1 ,2 9 4 . 7 3 million from the share of profits of the joint venture Mega Bangna project both

operating profit and gain from fair value adjustment of THB 1 ,5 2 3 . 5 6 million, adjusted by

dividend income from Mega Bangna project amounting to THB 1 9 6 . 9 8 million. In addition,

investment properties in 2020 were THB 13,693.21 million, an increase of THB 1,947.91 million

due to an increase in fair valuation. climb from the Esplanade Ratchada Project and the land

value of The Avenue Ratchayothin project and the adjustment of the discount rate used in

fair valuation

Total Liabilities

As of December 31, 2018, 2019 and 2020, the Company had total liabilities of THB

6,782.92 million, THB 6,909.04 million and THB 8,389.92 million, respectively, representing an


Page | 20

average annual growth rate (CAGR) of 11.22 percent and as of June 30, 2021. The Company

has total liabilities of THB 8,883.08 million, of which the Company's main liabilities consist of

long-term loans of THB 1 ,9 7 1 . 2 9 million or 2 2 . 1 9 percent of the total liabilities of the

Company. Deferred tax liabilities THB 1 ,412 .59 million, equivalent to 15 .90 percent of the

Company's total liabilities. and land rent that has not yet been due THB 2,234.14 million, or

25.15 percent of the total liabilities of the Company.

As of December 31, 2019, the Company's total liabilities were THB 6,909.04 million, an

increase of THB 126.12 million or 1.86 percent from the year 2018 because the company has

refinanced the promissory notes used in the construction of the Marketplace Dusit project.

long term loan

As of December 31, 2020, the Company's total liabilities were THB 8,389.92 million, an

increase of THB 1,480.88 million or 21.43 percent from the year 2019 because the company

Record contingencies from the renewal of the land lease contract of Esplanade Ratchada

Project, including the land lease agreement in accordance with the reporting standards. new

finance.

Total Shareholders’ equity Total liabilities to equity chart as of 31 December 2018 – 2020 and as of 30 June 2021

12,592.36 14,460.89 16,173.03 16,570.84

6,782.92 6,909.04

8,389.92 8,883.08

0.54

0.48

0.52 0.54

0.44

0.45

0.46

0.47

0.48

0.49

0.50

0.51

0.52

0.53

0.54

0.55

-

5,000.00

10,000.00

15,000.00

20,000.00

25,000.00

30,000.00

2018 2019 2020 Q2 2021

Times

THB

Milli

on

Equity Liabilities Debt to equity ratio


Page | 21

As of December 31, 2018, 2019 and 2020, the Company has total shareholders' equity

of THB 12,592.36 million, THB 14,460.89 million and THB 16,173.03 million, respectively,

which represents an average annual growth rate (CAGR) of 13.33 percent. And as of June 30,

2021, the Company has total shareholders' equity equal to THB 16,570.84 million. The growth

in total shareholders' equity is due to the increase in operating results each year net of

dividends paid to shareholders. For the average total debt to equity ratio as of December 31,

2018, 2019, 2020 and June 30, 2021, equal to 0.52 times.

1.7. Market competition and business direction of the Company

Industry and Competition, Thai Economy in 2020

The epidemic situation of COVID-19 since the beginning of 2020 has caused the world

economy to face a severe crisis like inevitable While the overall picture of Thailand, although

able to cope with the first round of the epidemic was good. But at the end of the year, it has

to face a new wave of outbreaks. Therefore, the Thai economy has been heavily affected.

Due to the high dependence on foreign tourists’ income, about 1 3 . 0 0 percent of gross

domestic product (GDP), which is a higher rate than other countries in Asia. In addition, it faces

the problem of supply disruption both internally and externally, as well as the negative effect

of income effect or multiplier effect. Domestic political tensions in the last quarter of the year

are therefore expected. The Thai economy in 2 0 2 0 will contract the most since the Asian

financial crisis in 1998 at declining 6.40 percent, compared to a 2.40 percent growth in 2019.

Gross Domestic Product Growth and Inflation Table

source: NESDC

Note: 2020-21 estimate by Krungsri Research.

3.40 4.10 4.20 2.40

(6.40)

3.30

(10.00)

(5.00)

-

5.00

2016 2017 2018 2019 2020F 2021F

GDP Inflation


Page | 22

The Thai economy in the third quarter of 2 0 2 0 declined 6 . 4 0 percent, following a

decline of 12.10 percent in the previous quarter (YoY). The Thai economy in the third quarter

of 2020 increased from the second quarter of 2020 (QoQ_SA) by 6.50 percent, totaling the

first 9 months of 2020, the Thai economy decreased by 6.70 percent.

Retail Business Overview

In the fourth quarter of 2 0 2 0 , the overall retail industry of Thailand remains sluggish

as Thailand has low confidence levels and declining purchasing power as a result of high

household debt and the COVID-1 9 pandemic, resulting in the Consumer Confidence Index

(CCI) and Retail Sales Index. greatly reduced This coupled with the rapid growth of e-

Commerce in Thailand puts pressure on retail business growth. As a result, retail

entrepreneurs, whether modern trade or SMEs, have to adjust their business strategies towards

the online market more and more quickly. Because selling through the in-store channel alone

may not be enough to generate income or not worth the investment, however, retailers may

choose a platform that is suitable for their products and can meet the needs of their

customers. Goals include the quality of service that impresses consumers. especially the

convenience and safety of payment, as well as the speed of delivery. It is still an important

factor for online marketing.

The table shows the retail index from 2014 - 2020.

Source: CEIC: Financial Data & Economic Indicator, CEIC Holdings Limited


Page | 23

According to the results of the December 2020 Consumer Confidence Survey, different

types of indices were calculated by the duration of the analysis. The result showed that the

period consumer confidence index fell for the first time in three months and revised to the

lowest level in three months since October 2020 from 36 .3 to 34 .5 , the Future Consumer

Confidence Index (for the next six months) dropped for the first time in three months and

dropped to a five-month low since August 2020. From 60.1 to 57.4, the Consumer Confidence

Index (CCI) dropped for the first time in three months and dropped to its lowest level in five

months. Since August 2020, it has dropped from 52.4 to 50.1.

The occupancy rate in all locations in the 4th quarter of 2 0 2 0 decreased from the

previous quarter. It was found that the average occupancy rate of retail spaces in Bangkok and

surrounding areas in all categories was approximately 9 6 . 1 0 percent, a decrease of 0 . 2 0

percent from the previous quarter. Retail of Bangkok and surrounding areas

The government has tried to stimulate the economy and purchasing power in the

country through the "Taste, Shop, Use" measures in both Phase 1 and Phase 2 , including the

project. "Shop Dee Mee Back" that will help reduce tax in 2020 up to a maximum of 30,000

THB, all of which are measures to stimulate higher domestic spending. As a result, in the

second half of 2020, internal shopping became active again. The Consumer Confidence Index

in May 2020 improved in all items for the second consecutive month and rose to the highest

level in nine months since March 2020, due to the government's economic stimulus measures.

Especially the half-person project and the prices of many agricultural crops have improved.

As a result, purchasing power in many provinces began to improve.

However, consumers are concerned about the political stability in the country. After a

series of political rallies in October 2 0 2 0 , concerns about a slow economic recovery and

unemployment that may increase in the future from the COVID-1 9 epidemic. consumed in

the country is still concerned about the new outbreak of the COVID-1 9 virus in the country

once again. Many parties are closely watching whether the situation will become more severe

and cause the country's lockdown again or not.

Industry Trends


Page | 24

The retail property business is likely to gradually recover in line with private

consumption as well as progress in infrastructure investment. The government sector will

stimulate investment in the retail sector. Over the next three years, rental demand is likely to

grow at a low level of 1.00 - 2.00 percent per year, while new supply is expected to increase

by around 300,000 square meters. meters, resulting in the occupancy rate dropping to 89.00

- 90 .00 percent, however, the average rent continued to rise. especially the retail spaces in

the downtown area.

Closed shopping center: Revenues are likely to grow with supply will continue to increase

to support future growth in retail rental demand for the downtown area, which is limited in

new space expansion. Therefore, entrepreneurs turn to invest in modernizing the retail space

to meet the diverse lifestyles of customers. As a result, the rent tends to be slightly higher.

community mall: Revenue tends to be stable It is expected that demand and supply tend

to be at similar levels. resulting in the rate Rental space is expected to not change much.

Support retail space: Revenue is at a level similar to that of 2020 , with the occupancy rate

tending to decrease in line with the expansion. continuation of new supply

The competition tends to be more intense. This is because there will be more

commercial building projects in mixed-use form. Large-scale mixed-use projects are expected

to be completed by 2025, with a total of more than 1 million square meters, which will lead

to a large number of retail spaces entering the market. This coupled with the growth of e-

commerce business may partially reduce the demand for retail space rental. Therefore, it may

put pressure on both entrepreneurs in terms of rental rates Rent and business profitability

However, the impact of the COVID-1 9 crisis over the past 3 - 4 months has caused

consumers to adjust and turn to buy. Online shopping is more common during quarantine

and work from home. At the same time, individual retailers have to speed up to adapt to the

behavior of consumers as well. especially the penetration into the online retail market to find

a way to make money Of course, with limitations in terms of spending outside the home.

health concerns. As a result, the online retail market has increased.


Page | 25

1.8. List of major shareholders of the Company

List of top 10 shareholders prior and after the share acquisition from existing shareholders are as follows:

List of shareholders prior the share acquisition

(Book closing date on 30 July 2021)

List of shareholders after the share acquisition

(Book closing date on 6 September 2021)

Name1/

Amount of

Shares

(Shares)

% of Total

Paid-up

Shares and

Voting Rights

Name1/

Amount of

Shares

(Shares)

% of Total

Paid-up

Shares and

Voting Rights

1. Major Cineplex Group Public Company Limited

647,158,471 30.36 1. The Offeror, Persons in the same group of the Offeror and Related parties under Section 258 of the Offeror

1,199,370,58

8

56.26

1.1 Central World Co., Ltd.

1,111,781,38

8

52.15

1.2 Central Pattana Plc 87,589,200 4.11

2. Lucky Securities, Inc./2

172,393,639 8.09 2. Lucky Securities, Inc./2 172,393,639 8.09

3. Mr. Nopporn Witoonchart

131,829,073 6.18 3. Mr. Suttiluk Jiratiwat 94,428,720 4.43

4. Mr. Pongkit Suttapong

122,814,184 5.76 4. Morgan Stanley & Co. International Plc/2

73,600,000 3.45

5. Mr. Suttiluk Jiratiwat

93,828,720 4.40 5. Thai NVDR Co., Ltd. 71,606,606 3.36

6. Morgan Stanley & Co. International Plc/2

73,300,000 3.44 6. Mrs. Paopilas Hemwachirawarakorn

34,700,000 1.63

7. Central Pattana Plc

58,657,500 2.75 7. Mr. Kriangkrai Limnantharak

21,752,300 1.02

8. Thai NVDR Co., Ltd.

57,259,374 2.69 8. Mr. Nopporn Witoonchart 21,000,000 0.99

9. Ms. Thanjira Pojkasemsin

50,892,630 2.39 9. Ms. Sukulaya Uahwatanasakul

20,719,480 0.97

10. Mrs. Gasinee Witoonchart

37,663,200 1.77 10. Mrs. Laor Tangkaravakoon 17,976,493 0.84


Page | 26

List of shareholders prior the share acquisition

(Book closing date on 30 July 2021)

List of shareholders after the share acquisition

(Book closing date on 6 September 2021)

Name1/

Amount of

Shares

(Shares)

% of Total

Paid-up

Shares and

Voting Rights

Name1/

Amount of

Shares

(Shares)

% of Total

Paid-up

Shares and

Voting Rights

11. Other shareholders

686,124,140 32.18 11. Other shareholders 404,373,105 18.97

Total 2,131,920,931 100.00 Total 2,131,920,93

1 100.00

Source: List of shareholders' names of the Business

Note: /1 Persons who have same family name or related persons are not grouped.

/2 There is no director, executive, or affiliate of the Business including related person who is the interested party as being the nominee of

such person in the list of these shareholders, namely Lucky Securities, Inc and Morgan Stanley & Co. International Plc. Such shareholders do

not have any influence over the Business’ strategic or operational management (such as not sending a person to hold a position of director

which has the management power over the Business).

Furthermore, CPN, which is the person under section 258 of the Offeror, has acquired

shares of the Business through SET during June – August 2021 in the total of 87,589,200 shares

or equaling 4.11 percent of the total issued and paid-up shares and total voting rights of the

Business. When combining with the acquisition of shares in the Business mentioned above,

the Offeror and persons under section 2 5 8 of the Offeror hold shares of the Business in the

total of 1,199,370,588 shares or equaling 56.26 percent of the total issued and paid-up shares

and total voting rights of the Business.

On 30 August 2021, the Offeror has acquired shares of the Business in the total of 1,111,781,388 shares or equaling 52.15 percent of the total issued and paid-up shares and total voting rights of the Business from (1) MAJOR in the total of 647,158,471 shares or equaling 30.36 percent of the total issued and paid-up shares and total voting rights of the Business and (2) groups of the Existing Shareholders which consists of (a) Mr. Oranop Jantaraprapa’s group2 (b) Mr. Pongkit Suttapong’s group3 (c) Mr. Nopporn Witoonchart’s group4 and (d) Mr.

2 Mr. Oranop Jantaraprapa’s group consists of (1) Mr. Oranop Jantaraprapa (2) Mr. Akarim Jantaraprapa and (3) Mrs. Sawinee Jantaraprapa. 3 Mr. Pongkit Suttapong’s group consists of (1) Mr. Pongkit Suttapong (2) Mrs. Parichart Suttapong and (3) Ms. Pongthip Suttapong. 4 Mr. Nopporn Witoonchart’s group consists of (1) Mr. Nopporn Witoonchart (2) Mrs. Gasinee Witoonchart (3) M.L. Devindhra Devakula

(4) Mrs. Supan Witoonchart (5) Mrs. Junnipa Sathirapanya and (6) Mrs. Pornpat Witoonchart.


Page | 27

Somnuk Pojkasemsin’s group5 in the total of 464,622,917 shares or equaling 21.79 percent of the total issued and paid-up shares and total voting rights of the Business.

Furthermore, CPN, which is the person under section 258 of the Offeror, has acquired shares of the Business through SET during June – August 2021 in the total of 87,589,200 shares or equaling 4.11 percent of the total issued and paid-up shares and total voting rights of the Business. When combining with the acquisition of shares in the Business mentioned above, the Offeror and persons under section 258 of the Offeror hold shares of the Business in the total of 1,199,370,588 shares or equaling 56.26 percent of the total issued and paid-up shares and total voting rights of the Business.

Potential shareholding structure after the Tender Offer

In the event that all Offerees sell all of the securities of the Business in this Tender Offer for Securities of the Business, the Offeror and persons under section 258 will hold 100 percent of the total issued and paid-up shares and total voting rights of the Business. List of top 10 shareholders prior and after the Tender Offer (In the event that all Offerees sell all the securities of the Business in this Tender Offer for Securities of the Business) are as follows:

Name/1 Prior the Tender Offer

(Book closing date on 6 September

2021)

After the Tender Offer

Amount of

Shares

(Shares)

% of Total

Paid-up Shares

and Voting

Rights

Amount of

Shares

(Shares)

% of Total

Paid-up Shares

and Voting

Rights

1. The Offeror, Persons in the same group of the Offeror and Related parties under Section 258 of the Offeror

1,199,370,588 56.26 2,131,920,931 100.00

1.1 Central World Co., Ltd. 1,111,781,388 52.15 2,044,331,731 95.89

1.2 Central Pattana Plc 87,589,200 4.11 87,589,200 4.11

2. Lucky Securities, Inc./2 172,393,639 8.09 - -

3. Mr. Suttiluk Jiratiwat 94,428,720 4.43 - -

5 Mr. Somnuk Pojkasemsin’s group consists of (1) Ms. Thanjira Pojkasemsin and (2) Mr. Somnuk Pojkasemsin.


Page | 28

Name/1 Prior the Tender Offer

(Book closing date on 6 September

2021)

After the Tender Offer

Amount of

Shares

(Shares)

% of Total

Paid-up Shares

and Voting

Rights

Amount of

Shares

(Shares)

% of Total

Paid-up Shares

and Voting

Rights

4. Morgan Stanley & Co. International Plc/2

73,600,000 3.45 - -

5. Thai NVDR Co., Ltd. 71,606,606 3.36 - -

6. Mrs. Paopilas Hemwachirawarakorn 34,700,000 1.63 - -

7. Mr. Kriangkrai Limnantharak 21,752,300 1.02 - -

8. Mr. Nopporn Witoonchart 21,000,000 0.99 - -

9. Ms. Sukulaya Uahwatanasakul 20,719,480 0.97 - -

10. Mrs. Laor Tangkaravakoon 17,976,493 0.84 - -

11. Other shareholders 404,373,105 18.97 - -

Total 2,131,920,931 100.00 2,131,920,931 100.00

Source: List of shareholders' names of the Business

Note: /1 Persons who have same family name or related persons are not grouped.

/2 There is no director, executive, or affiliate of the Business including related person who is the interested party as being the nominee of

such person in the list of these shareholders, namely Lucky Securities, Inc and Morgan Stanley & Co. International Plc. Such shareholders do

not have any influence over the Business’ strategic or operational management (such as not sending a person to hold a position of director

which has the management power over the Business).

1.9. List of Board of Directors of the Company

Six former directors, which consist of (1) Mr. Pongkit Suttapong (2) Mr. Kittinanth

Sumruatruamphol (3) Mr. Vicha Poolvaraluck (4) Mr. Verawat Ongvasith (5) Ms.

Thitapat Issarapornpa (6) Mr. Chai Jroongtanapibarn, have resigned from director

positions. The resignation effective date is on 30 August 2021, which is the date that

the Offeror acquired shares of the Business from the Existing Shareholders. In

addition, one existing director, Mr. Somnuk Pojkasemsin, has resigned from the

director position. The resignation effective date is on 31 August 2021.


Page | 29

In this regard, the Board of Directors’ meeting of the Business No. 4/2564 on 30

August 2021 has approved the resolution to appoint 6 new directors to replace the

above 6 resigned directors, which are (1) Mr. Prin Chirathivat (2) Mr. Preecha

Ekkunagul (3) Ms. Wallaya Chirathivat (5) Mr. Suthipak Chirathivat (5) Ms. Naparat

Sriwanvit and (6) Mr. Pracha Pathayakorn which became effective on 30 August 2021,

and the Board of Directors’ meeting of the Business No. 5/2564 on 31 August 2021

has approved to appoint Mr. Pandit Mongkolkul to be a new director to replace Mr.

Somnuk Pojkasemsin, which became effective on 31 August 2021.

Therefore, the Board of Director as of the date of submission of the Tender Offer and potential

structure after the Tender Offer are detailed as follows:

1) The Board of Directors as of September 9, 2021

Name Position 1. Mr. Oranop Jantaraprapa1/ Chairman 2. Mr. Prin Chirathivat2/ Vice Chairman 3. Mr. Nopporn Witoonchart1/ Director 4. Mr. Preecha Ekkunagul2/ Director 5. Ms. Wallaya Chirathivat2/ Director 6. Mr. Suthipak Chirathivat2/ Director 7. Mr. Pandit Mongkolkul Director 8. Ms. Naparat Sriwanvit2/ Director 9. Mr. Pracha Pathayakorn Independent Director 10. Ms. Nantiya Montriwat Independent Director / Chairman of Audit

Committee 11. Ms. Sabaithip Suntaros Independent Director / Audit Committee 12. Mr. Vorawit Chailimpamontri Independent Director / Audit Committee

Source: SET’s website, the Business’ website, Share Sale and Purchase Agreement between the Offeror and MAJOR dated

25 August 2021, and Share Sale and Purchase Agreement between the Offeror and groups of the Existing Shareholders of

the Business dated 25 August 2021

Note: 1/ According to terms and conditions in Share Sale and Purchase Agreement between the Offeror and groups of

the Existing Shareholders of the Business i.e., (1) Mr. Oranop Jantaraprapa’s group (2) Mr. Pongkit Suttapong’s

group (3) Mr. Nopporn Witoonchart’s group and (4) Mr. Somnuk Pojkasemsin’s group, Mr. Nopporn Witoonchart

will hold positions of Co-Chairman of Chief Executive Officer and Director (or other positions depending on future


Page | 30

agreement) of the Business until December 2024 and Mr. Oranop Jantaraprapa will hold a position of Chairman of

Board of the Business until December 2021

2/ On 30 August 2021, the Business has changed the authorized directors to be (1) Mr. Prin Chirathivat (2) Mr.

Preecha Ekkunagul (3) Ms. Wallaya Chirathivat (4) Mr. Suthipak Chirathivat and (5) Ms. Naparat Sriwanvit.

2) The potential Board of Directors of the Business after the Tender Offer

Name Position 1. Mr. Oranop Jantaraprapa1/ Chairman 2. Mr. Prin Chirathivat2/ Vice Chairman 3. Mr. Nopporn Witoonchart1/ Director 4. Mr. Preecha Ekkunagul2/ Director 5. Ms. Wallaya Chirathivat2/ Director 6. Mr. Suthipak Chirathivat2/ Director 7. Mr. Pandit Mongkolkul Director 8. Ms. Naparat Sriwanvit2/ Director 9. Mr. Pracha Pathayakorn Independent Director 10. Ms. Nantiya Montriwat Independent Director / Chairman of Audit


Note: 1/ According to terms and conditions in Share Sale and Purchase Agreement between the Offeror and MAJOR, ์Share

Sale and Purchase Agreement between the Offeror and groups of the Existing Shareholders of the Business i.e., (1) Mr.

Oranop Jantaraprapa’s group (2) Mr. Pongkit Suttapong’s group (3) Mr. Nopporn Witoonchart’s group and (4) Mr.

Somnuk Pojkasemsin’s group, Mr. Nopporn Witoonchart will hold positions of Chairman of Chief Executive Office and

Director (or other positions depending on future agreement) of the Business until December 2024 and Mr. Oranop

Jantaraprapa will hold a position of Chairman of Board of the Business until December 2021. 2/ On 30 August 2021, the Business has changed the authorized directors to be (1) Mr. Prin Chirathivat (2) Mr.

Preecha Ekkunagul (3) Ms. Wallaya Chirathivat (4) Mr. Suthipak Chirathivat and (5) Ms. Naparat Sriwanvit์

2. Opinions on the accuracy of the Company’s information disclosed in the Tender

Offer

The Company’s Board of Director views that material information relevant to the Company

as shown on the Tender Offer (Form 247-4) received on 9 September 2021 is accurate.


Page | 31

3. Relationship between the Offeror and the Business, Major Shareholders or Directors

of the Business

3.1. Summarize the material information of any contract/agreement/memorandum

of understanding, entered into by the Offeror or the related parties prior to the

Tender Offer for the purpose of acquiring securities of the business, regardless

of whether or not such contract/agreement/memorandum of understanding is

entered into for the tender of securities in the Tender Offer. Agreement Share Purchase Agreement (“SPA”) Parties SPA No. 1: The Offeror and Major Cineplex Group Public Company Limited

SPA No. 2: The Offeror and groups of the Existing Shareholders namely (1) Mr. Oranop Jantaraprapa (2) Mr. Pongkit Suttapong (3) Mr. Nopporn Witoonchart and (4) Mr. Somnuk Pojkasemsin

Date of Agreement

SPA No. 1 and SPA No. 2: 25 August 2564

Closing Date SPA No. 1 and SPA No. 2: 30 August 2564 Purchased securities

SPA No. 1 : Ordinary shares of the Business in the total of 647 ,158 ,471 shares, equaling 3 0 . 3 6 percent of the total issued shares of Siam Future Development Public Company Limited (the “Business”), provided that such ordinary shares shall not be under claims, pledges, liens, third party’s rights or any other encumbrances. SPA No. 2 : Ordinary shares of the Business in the total of 464 ,622 ,917 shares, equaling 2 1 . 7 9 percent of the total issued shares of the Business, provided that such ordinary shares shall not be under claims, pledges, liens, third party’s rights or any other encumbrances.

Purchase Price SPA No. 1: Baht 12.00 per share, amounting to Baht 7,765,901,652. SPA No. 2: Baht 12.00 per share, amounting to Baht 5,575,475,004.

Transfer of Shares and Payment

Transfer of shares and payment will be made through the trading system of the Stock Exchange of Thailand (the “SET”) by means of Trade Report – Big Lot.

Material Conditions Precedent/2

SPA No. 1 1. The shareholders’ meeting of the Seller has resolved to approve the sale of

the Purchased Shares to the Offeror. SPA No. 1 and SPA No. 2 1. The Seller of the Purchased Shares has obtained necessary waivers or

permissions from the SET if the Purchase Price per share as at the Closing Date is higher or lower than the highest or the lowest prices of the securities as specified in the relevant rules and regulations of the SET.


Page | 32

2. The Offeror is satisfied with the result from due diligence investigation in respect of the Business, its subsidiaries, and affiliates of the Business (the Business, its subsidiaries, and affiliates of the Business altogether referred to as the “SF’s Group Companies”).

3. There is no law or action made by a government sector which will cease transfer of the Purchased Shares1

4. There is no event that has or will have a material adverse effect on the businesses, operations, turnovers, properties, liabilities, financial statements, financial positions or net business value of the SF’s Group Companies, except for an event which occurs due to any action as agreed in writing by the parties, or occurs as a result of the outbreak of COVID-19 or enforcement of law relating to the outbreak of COVID-19.

Seller’s Obligations

SPA No. 1 1. To deliver resignation letters of directors and executives of the Business

nominated by the Seller to the Offeror on the Closing Date. 2. To cause shares held by the Seller’s representatives in an affiliate of the

Business to be transferred to the Offeror and/or persons designated by the Offeror.

SPA No. 2 1. To deliver resignation letters of directors, executives, and managements of the

SF’s Group Companies nominated by the Sellers to the Offeror on the Closing Date.

2. To cause the change of the authorities of the Executive Committee and the Chief Executive Committee of the Business, including relevant charters and policies.

3. To cause shares held by the Sellers’ representatives in certain affiliates of the Business to be transferred to the Offeror and/or persons designated by the Offeror.

4. Mr. Nopporn Witoonchart agrees to hold positions of Co-Chairman of Executive Committee and Director of the Business until December 2024 and Mr. Oranop Jantaraprapa agrees to hold positions of Chairman of the Board of Directors and Director of the Business until December 2021.

SPA No. 1 and SPA No. 2 1. To cause the appointment of persons nominated by the Offeror to hold

positions of directors and executives of the relevant companies in the SF’s Group Companies in replacement of the resigned directors and executives, and to cause the change of the authorized directors to be in accordance with the


Page | 33

change of directors thereof.(Please see details of the changes in the directors and the executives of the Business are set out in Part 3 of the Tender Offer for Securities (Form 247-4) of the Business.)

2. To cause the change of the authorized signatories for withdrawal and issuance of cheques from bank accounts used for business operations of the relevant companies in the SF’s Group Companies.

Indemnity If the Seller or the Sellers (as the case may be) fail(s) to perform substantial conditions as per the details specified in the SPA or default(s) with its/their warranties and representatives given in the SPA, the Seller or the Sellers (as the case may be) agree(s) to be responsible for initial damages as per the claims made by the Offeror under conditions specified in the SPA.

Legal Advisor to the Offeror in Preparing the SPAs

Thanathip & Partners Legal Counsellors Limited

Note : 1 / CPN has analyzed relevant regulations, sale volume, and market share of CPN and the Business, including other

related information, and considered that the acquisition of the Business’s shares and the Tender Offer for all remaining shares

of the Business will not considered as a merger which may cause a monopoly or result in a dominant position of market

power, which requires to seek for approval from the Office of Trade Competition Commission, prior to entering into the

transaction. In any event CPN acknowledged and understood that such acquisition of the Business’s shares and the Tender

Offer for all remaining shares of the Business may be deemed as a merger which may substantially reduce competition in a

market pursuant to criteria prescribed by the Trade Competition Commission which requires to notify the outcome of such

merger to the Trade Competition Commission within 7 days from the date of merging (i.e., the Closing Date). As of the Tender

Offer date, CPN has already notified the outcome of such merger to the Trade Competition Commission.

2/ The parties hereby agree that the Conditions Precedent are fulfilled and completed on the Closing Date, August

30, 2021.


Page | 34

3.2. Shareholding, whether direct or indirect, by the Offeror or the authorized

persons in the Business or major shareholders of the Business

3.2.1. Shareholding in the Business

(1) The Offeror

As of the Tender Offer date, the Offeror held 1 ,1 1 1 ,7 81 ,3 8 8 shares of the

Business or accounting for 5 2 . 1 5 percent of the total issued and paid-up shares


In addition, as of the Tender Offer date, directors and management of the

Offeror held 51 ordinary shares of the Business or accounting for 0.00 percent of

the total issued and paid-up shares and total voting rights of the Business.

Name Position Number of

shares

Percentage of total number of issued and

paid-up shares

Percentage of total voting right

1. Mr. Kobchai Chirathivat Director / management 51 0.00 0.00 total 51 0.00 0.00

Source: Tender Offer for Ordinary Shares Form 247-4 from the Offeror

(2) CPN as a shareholder who has controlling power or influence over the Offeror in

setting policy, management and business operation As of the Tender Offer date,

CPN held 87,589,200 shares of the Business or accounting for 4.11 percent of the

total issued and paid-up shares and total voting rights of the Business. In addition,

as of the Tender Offer date, directors and management of CPN held 5 1 shares of

the Business or accounting for 0.00 percent of the total issued and paid-up shares



shares


paid-up shares





Page | 35

3.2.2. Shareholding in the major shareholder of the Business

(1) The Offeror

As of 30 July 2021 (latest internal book closing date of Target) , major shareholder

of the Business is MAJOR.

As of 1 9 July 2 0 2 1 ( latest book closing date of Major), the Offeror did not hold

shares in MAJOR. However, directors and management of the Offeror held 3 0 4

shares of MAJOR or accounting for 0 . 0 0 percent of the total issued and paid-up

shares of the Business and total voting rights of MAJOR1.

Name Position Number of shares

Percentage of total number of issued and paid-

up shares





setting policy, management and business operation

As of 30 July 2021 (latest internal book closing date of Target) , major shareholder

of the Business is MAJOR.

As of 19 July 2021 (latest book closing date of MAJOR) , CPN did not hold shares

in MAJOR. However, directors and management of CPN held 3 0 4 ordinary shares

of MAJOR or accounting for 0 . 0 0 percent of the total issued and paid-up shares

and total voting rights of MAJOR.

Name Position Number of shares

Percentage of total number of issued and paid-

up shares




1 Mr. Sudhilak Chirathivat, who held 4.4% of the Business's total issued and paid-up shares and total voting rights of the Business and is one of the

top 10 ordinary shareholders as listed in the Business's latest share register book as of 30 July 2021, is not a major shareholder, director and management of the Tender Offeror and/or CPN


Page | 36

3.3. Shareholding, whether direct or indirect, by the business, major shareholders or

directors of the business in the Offeror

3.3.1. shareholding by the Business in the Offeror

(1) The Offeror

- None -



- None -

3.3.2. Shareholding by the major shareholder of the Business in the Offeror

(1) The Offeror

- None -



- None -

3.3.3. Shareholding by directors of the Business in the Offeror

(1) The Offeror

- None -



As of 3 0 June 2 0 2 1 ( latest internal book closing date of CPN) , directors of the

Business held 2,550,000 ordinary shares of CPN or accounting for 0.10 percent of

the total issued and paid-up shares and total voting rights of CPN.


shares


paid-up shares


1. Mr. Vicha Poolvaraluk Director 2,550,800 0.10 0.10 Total 2,550,800 0.10 0.10



Page | 37

3.4. Other relationships

3.4.1. Common directors and/or common management

(1) The Offeror

- None -



- None -

3.4.2. Related party transactions between the Offeror and the Business and

subsidiaries of the Business

(1) The Offeror

- None -



- None –

3.5 Other Information for the Securities Holders’ Decision Making

3.5.1 Securities of the Offeror that are hold prior to making the Tender Offer

and securities which may hold in future in accordance with other terms.

(1) Ordinary Shares

Name Class of Shares

Number of Shares

Percentage of total

number of issued and

paid-up shares

Percentage of total

voting right

I. The Offeror 1. Central World Company Limited Ordinary shares 1,111,781,388 52.15 52.15

II. Persons in the same group of the Offeror - - - -

III. Related parties under Section 258 of the Offeror

1. Central Pattana Public Company Limited Ordinary Shares 87,589,200 4.11 4.11

Total 1,199,370,588 56.26 56.26

(2) Convertible Securities

- None –


Page | 38

3.5.2 Sources of funds used by the Offeror for the Tender Offer

The Offeror shall make a tender offer for all remaining 9 3 2 ,5 5 0 ,3 4 3 shares (Nine

Hundred Thirty Two Million Five Hundred Fifty Thousand Three Hundred and Forty Three

shares), or equaling 4 3 . 7 4 percent of the total issued and paid-up shares and total voting

rights of the Business (This does not include 1,199,370,588 ordinary shares which is equal to

5 6 . 2 6 percent of the total issued and paid-up shares and total voting rights in the Business

held by the Offeror and the person under section 2 5 8 as of the date on which the Tender

Offer is submitted).

The funds required for the Tender Offer for remaining ordinary shares of the Business,

in the case that all the Offerees sell all remaining ordinary shares in this Tender Offer at the

Offer Price of Baht 12.00 per share, will be equal to Baht 11,190,604,116 (Eleven Billion One

Hundred Ninety Million Six Hundred Four Thousand One Hundred and Sixteen Baht). The full

amount of the source of funds for this Tender Offer will come from borrowing from the

financial institution i.e., Kasikornbank Public Company Limited, which has issued a confirmation

letter stating that the bank has approved loan facility to the Offeror for the purpose of Tender

Offer for Securities of the Business in the number of Baht 18 ,000 ,000 ,000 ( Eighteen Billion

Baht) to make a payment for this Tender Offer. (Attachment 1 in Form 247-4) . In this regard,

the Offeror will use its cash flows from operation, its working capital and dividend received

from the Business as sources of fund for repayment of such loan facilities. In addition, the

Offeror may consider procuring external sources of funds including but not limited to loan

facility and issuance of bond.

Bualuang Securities Public Company Limited, as the Tender Offer Preparer, has verified

the source of funds of the Offeror and viewed that the loan facility is sufficient for conducting

this Tender Offer. In this regard, loan facility from such financial institution does not specify

conditions regarding loan collateral, debt covenant, etc. In addition, there is no condition that

will affect the ability of the Offeror to draw down the loan.


Page | 39

3.5.3 Plan to sell shares of the business

As of the Tender Offer date, the Offeror has no intention to sell or transfer significant

number of the Business’s securities during the period of 12 months after the Tender Offer

Period, unless one of the following events occurs.

1. The Offeror is obligated to do so by any relevant laws or regulations that are

effective during such period.

2. The Offeror sells or transfers shares of the Business to persons under Section 258

of the Securities and Exchange Act B.E. 2532 (1992) (as amended).

3. For the purpose of corporate restructuring which resulted from shareholder’s

meeting approval of the Business in the future.

4. The Offeror may sell some securities as it deems appropriate for decreasing

financial burden or be required to make principal repayment earlier.

3.5.4 Other necessary information

In this regard, after the Tender Offer, the Offeror has an intention to delist the

Business from being a listed company on the SET during the period of 12 months after

the end of the Offer Period. Currently, the Offeror is under the possibility study of

proceeding such transaction under relevant rules and regulations, including but not

limited to, assessment of possibility of obtaining the approval from the shareholders

meeting of the Business, of which has not reached a conclusion on delisting of the

Business from being a listed company on the SET. If the Tender Offeror decides to

delist the Business, the Tender Offeror will ensure that the delisting of the securities

of the Business will be proceeded in compliance with the relevant rules and

regulations regarding the delisting. In addition, the delisting will be subjected to the

approval from the shareholders meeting of the Business and the approval from the

SET. After completion of the delisting, the status of the Business as a listed company

on the SET shall be terminated; however, the Business will remain in operation and

remain its status as a public limited company.


Page | 40

4. Opinions of the Company’s Board of Directors to shareholders

The Company’s Board of Directors’ Meeting No. 6/2021 held on 17 September 2021

to consider the Tender Offer made by the Offeror (Form 247-4) and to acknowledge the report

prepared by Avantgarde Capital Company Limited, which has been appointed as the

Independent Financial Advisor to the shareholders with regard to the Tender Offer. There

were 12 directors from total of 12 directors attending and voting in such meeting, as follows:

Name Position 1. Mr. Oranop Jantaraprapa Chairman 2. Mr. Prin Chirathivat Vice Chairman 3. Mr. Nopporn Witoonchart Director 4. Mr. Preecha Ekkunagul Director 5. Ms. Wallaya Chirathivat Director 6. Mr. Suthipak Chirathivat Director 7. Mr. Pandit Mongkolkul Director 8. Ms. Naparat Sriwanvit Director 9. Mr. Pracha Pathayakorn Independent Director 10. Ms. Nantiya Montriwat Independent Director / Chairman of Audit


For transparency, independency, as well as to follow the principle of a good corporate

governance in giving opinion by the Company regarding the Tender Offer, 6 directors with

conflict of interest, namely, Mr. Prin Chirathivat, Mr. Preecha Ekkunagul,

Ms. Wallaya Chirathivat, Mr. Suthipak Chirathivat, Mr. Pandit Mongkolkul and Ms. Naparat

Sriwanvit who attended the meeting and abstained their voting rights for such agenda.


Page | 41

4.1. Opinions of the Company’s board of directors to accept and/or reject the Tender

Offer

The Company’s Board of Directors, in exclusion of the directors who have conflict of

interest, has considered the Tender Offer made by the Offeror (Form 247-4) and the opinion

regarding the Tender Offer made by the Independent Financial Advisor to the shareholders,

who has studied the fairness of Tender Offer Price by considering factors and using several

accepted evaluation methodologies. The Company’s Board of Directors shares a mutual

opinion with the Independent Financial Advisor, which the opinion is that the Tender Offer

and Tender Offer Price are appropriate; therefore, the shareholders could consider accepting

the Tender Offer based on the following reasons:

The tender offer price is fair

The valuation of the Company with Discounted Cash Flow Approach (DCF) is

appropriate. The assumptions used are based on the information provided by the

Company, which are considered reasonable. However, there may be some

limitations on the assessment of potential business collaboration between the

Company and the Offeror due to lack of information and other external factors.

The Independent Financial Advisor has evaluated the fair value of the Company,

ranging between THB 9.64 – 10.14 per share (the details of the Company valuation

approaches are in Opinions of the Independent Financial Advisor on the Tender

Offer to Buy All Securities of Siam Future Development Public Company Limited

report), which Tender Offer Price is THB 12.00 per share higher than the range of

the Company’s fair value. Hence, the Tender Offer Price is appropriate and

reasonable.

Accepting the tender offer is an alternative for the minority shareholders to

reduce the risk that the minority shareholders could not gather sufficient

votes to counterbalance the tender offeror in the future

CPN, through the Offeror, a subsidiary of CPN (holding 99.99 percent direct and

indirect shares), acquired ordinary shares of the Company from (1) Major Cineplex


Page | 42

Group Public Company Limited (“MAJOR”) (2) Mr. Oranop Jantaraprapa’s group2 (3)

Mr. Pongkit Suttapong’s group3 (4) Mr. Nopporn Witoonchart’s group4 and (5) Mr.

Somnuk Pojkasemsin’s group5 (collectively called the “Existing Shareholders”) on

30 August 2021 at THB 12.00 per share in the total of 1,111,781,388 shares or

equaling 52.15 percent of the total issued and paid-up shares and total voting

rights of the Company which resulted in the Offeror, who did not hold any ordinary

shares of the Company prior to the acquisition of ordinary shares from the Existing

Shareholders, to hold 1,111,781,388 shares or equaling 52.15 percent of the total

issued and paid-up shares and total voting rights of the Company. In addition, the

person under section 258 also holds 87,589,200 shares or equaling 4.11 percent of

the total issued and paid-up shares and total voting rights of the Company.

Combining with the aforementioned share acquisition by the Offeror, the Offeror

and the person under section 258 will hold shares in the total of 1,199,370,588

shares or equaling 56.26 percent of the total issued and paid-up shares and total

voting rights of the Company which higher than 50.00 percent of the total issued

and paid-up shares and total voting rights of the Company. In the case that the

Offeror can acquire additional shares and holds more than 75.00 percent of the

total issued and paid-up shares and total voting rights of the Company, it will allow

the Offeror to take control of majority of the Company’s voting rights and to

control the Company direction and resolutions of the shareholders’ meeting, for

example, approval of dividend payment and audited financial statements,

appointments of auditor and directors. Moreover, the Offeror will be able to

control the voting right to approve the important agendas such as

buying/transferring of others private company to the Company, merger and

acquisition, selling/transferring of the whole asset of the Company to others,

reduction of registered capital and increasing of registered capital, etc., which must

2 Mr. Oranop Jantaraprapa’s group consists of Mr. Oranop Jantaraprapa, Mr. Akrim Jantaraprapa and Mrs. Wasinee Jantaraprapa. 3 Mr. Pongkit Suttapong’s group consists of Mr. Pongkit Suttapong, Mrs. Parichart Suttapong and Ms. Phongthip Suttapong. 4 Mr. Nopporn Witoonchart’s group consists of Mr. Nopporn Witoonchart, Mrs. Kaesinee Witoonchart, M.L. Tewintra Devakul, Mrs. Suphan Witoonchart, Mrs. Channipha Witoonchart and Mrs. Phornphat Witoonchart. 5 Mr. Somnuk Pojkasemsin’s group consists of Mr. Somnuk Pojkasemsin and Ms. Thanjira Pojkasemsin.


Page | 43

receive a vote of not less than three-fourth of the total number of votes of the

shareholders attending the meeting and having the right to vote. Therefore, the

minority shareholders may not gather enough votes to counterbalance the control

power of the Offeror.

Accepting the tender offer is an alternative for minority shareholders to

reduce potential risks and impacts they may face after the company is

delisted from the SET

After the Company is delisted from the SET, risks and impacts include;

- Minority Shareholders being individual shareholders will no longer be

exempted from capital gain tax. Share transferor has to bear stamp duty in

relation to transferal of the Company’s shares.

- The price of the Company's ordinary shares does not have a market price to

be used as a trading price, which make the trading of the Company's ordinary

shares less convenience and lack of liquidity in trading. As a result, the minority

shareholders may have a lower return on profit from selling the Company share

since the Company's shares do not have a secondary market and the underlying

market price.

- Because of the Company's shares will be delisted from the SET when this

Tender Offer ends and the Company will be ceased to be a listed company on

the SET. The Company's shareholders will be restricted on receiving the

company's information. The Company is not required to comply with the

announcement of the Securities and Exchange Commission (“the SEC”). and

the announcement of the Stock Exchange of Thailand regarding the disclosure

of information of listed companies. the Company will not have the obligation

to prepare and submit its financial statements and other reports on its financial

position and the Company operating results to the SEC pursuant to the Capital

Market Supervisory Board's Notification No. Tor Chor. 44/2556 Re: Rules,

Conditions and Procedures for Disclosure of Financial Position and Operating

Performance of Securities Issuing Companies (as amended). The Company,

including its directors and executives, is no longer under the governance of


Page | 44

publicly traded companies pursuant to chapter 3/1 of the Public Company Act

B.E. 2535 (as amended) (“the Public Company Act”) includes exemption from

compliance with rules related to entering into connected transactions, Entering

into a Significant Transaction of the Company and duty to report interests of

directors and executives and other duties according to laws, regulations being

applicable to companies listed on the SET. However, the disclosure of the

Company's information may be a part of the disclosure of the Offeror, which is

the parent company of the Company and a listed company on the SET, being

able to prepare and disclose information in accordance with relevant rules.

Therefore, shareholders will still receive news or information of the Company.

The information that must be disclosed under the Public Company Act namely

information disclosed in the shareholders' meeting and annual report which

must be delivered to the shareholders annually. The shareholders can also

request a copy of the Company's important documents such as the Company

certificates, list of shareholders and annual financial statements from the

Ministry of Commerce

Moreover, the Company is still obligated to prepare and provide data to the

Offeror which is its parent company such that the Offeror which is a SET listed

company could fulfil regulatory disclosure requirements. Shareholders could

still obtain and follow the Company's information and reports as prepared and

disclosed by the Offeror to the SET and the shareholders in general.

Given the aforementioned reasons, the Tender Offer of 9 3 2 ,5 5 0 ,3 4 3 shares of the

Company’s ordinary shares with Tender Offer Price of THB 12.00 per share or Offering Value

of totally THB 11 ,190 ,604 ,116 the shareholders could consider accepting the Tender Offer

because the Tender Offer Price is higher than the range of fair value, appraised by the

Independent Financial Advisor. Additionally, to accept the Tender Offer is an alternative for

minority shareholders to avoid inability to counterbalance management and control of

business by the Offeror and to reduce potential risks and impacts minority shareholders may

face after the company is delisted from the SET


Page | 45

Nevertheless, the valuation may have some limitations regarding the information from

the Company and external factors, as well as business growth that depends on risks and

uncertainties where the shareholders should exercise thorough consideration and reasonable

analysis. However, the changes due to the condition of the stock market or other external

factors may affect the Company’s share price; therefore, the opinion of the Company’s Board

of Directors is merely one component from many for the shareholders to consider. In deciding

whether to accept or reject the Tender Offer, the shareholders should consider related

information, the Independent Financial Advisor’s opinion, and other relevant resources. To

accept or reject the Tender offer shall be based on the shareholder’s own discretion.

4.2. Opinion of each director and the number of shares held by such director

(In case the resolution of the Company’s Board of Directors meeting in 4.1 is not

unanimous)

- None -

4.3. Benefits of impacts from the plans and policies indicated in the Tender Offer

and viability of such plans and policies

1. The Business status

As stated in Form 2 4 7 - 4 , the Offeror has an intention to delist the Business from

being a listed company on the SET during the period of 1 2 months after the end

of the Offer Period. Currently, the Offeror is under the possibility study of

proceeding such transaction under relevant rules and regulations, including but not

limited to, assessment of possibility of obtaining the approval from the

shareholders meeting of the Business, of which has not reached a conclusion on

delisting of the Business from being a listed company on the SET. If the Tender

Offeror decides to delist the Business, the Tender Offeror will ensure that the

delisting of the securities of the Business will be proceeded in compliance with the

relevant rules and regulations regarding the delisting. In addition, the delisting will

be subjected to the approval from the shareholders meeting of the Business and

the approval from the SET. After completion of the delisting, the status of the


Page | 46

Business as a listed company on the SET shall be terminated; however, the

Business will remain in operation and remain its status as a public limited company.

Opinion of the Board of Directors to the business status

The Board of Directors, excluding interested directors, considers Form 247-4 in the

part of the Company status and shared a mutual opinion with the Independent

Financial Advisor that the Company, however, will not be a listed company in the

SET. The Board of Directors will continue to perform duties in corporate governance

in accordance with relevant regulations and laws, including the Public Company

Act and principles of good corporate governance because the Company still has a

duty to comply with the Public Company Act. Therefore, the shareholders of the

Company still have the rights under the Public Company Act, for example, the right

to receive dividends from the retained earnings of the Company or from the future

performance according to the Company dividend payment policy, the right to vote

on the election of directors and the right to attend the shareholders' meeting, etc.

The success of the delisting of the Company's ordinary shares from being a listed

securities on the SET depending on the shareholding proportion of the Offeror after

the Tender Offer which must be sufficient to execute under the relevant rules

including being approved by the shareholders' meeting of the Company and must

continue to comply with the rules relating to the delisting of the Company's

ordinary shares from being a listed securities on the SET. At present, the Offeror is

studying the feasibility of the process to delist the Company.

2. Policies and plans of business operations

Business objectives

As stated in Form 247-4, As of the date of submission of the Tender Offer, and

for the period of 1 2 months after the Offer Period, the Offeror does not have

any plan to make any material changes to the business objectives as well as

the core business operation of the Business.


Page | 47

Opinion of the Board of Directors to business objectives

The Board of Directors, excluding interested directors, considered Form 247-4

in the part of the Company objectives and shared a mutual opinion with the

Independent Financial Advisor that After the Company not being a listed

company on the SET. The Company's shareholders will not have any significant

impact on the Company's business operations since the Offeror does not have

any plan to make any material significantly changes to the Company objectives

as well as the core business operation of the Company for the period of 1 2

months after the Offer Period. CPN has an objective to expand the business in

relation to real estate development which is a core business of CPN by

consistently considering investment opportunities. In this regard, CPN is

considering an investment in the Company in order to strengthen the financial

capacity and expand the cash flow base of CPN, thereby boosting sustainable

returns for the benefit of shareholders for a long-term period as well as to

reinforce CPN’s competitiveness and support its investment in other projects,

which will significantly enhance the growth rate and operating results. As of the

date of submission of the Tender Offer, the Company operates in development

and management shopping center business. At present, the Company has 1 8

operating projects including various categories of shopping center including (1)

neighborhood center (2) lifestyle center (3) power center (4) stand-alone retail

store (5 ) entertainment center and (6 ) super regional mall. The malls are

namely Megabangna, J Avenue Thonglor and Esplanade Ratchadapisek, etc. In

case the Company will significantly change its business objective within the

period of 1 2 months from the end of the Tender Offer. The Company must

ensure that the change in business objectives is considered and approved from

the Board of Directors' meeting and/or the shareholders' meeting in accordance

with the rules including being considered and approved by the relevant

regulatory agencies. (if necessary)


Page | 48

Business plan

As stated in Form 247-4, As of the date of submission of the Tender Offer, the

Offeror has objective to manage business for the purpose of growth and

efficiency, effectiveness and sustainability during the period of 12 months after

the end of the Offer Period, which will be subject to further detailed study on

current business plan of the Business and may consider amending business

plan to be appropriate for current and future competitive landscape. If there is

any amendment in the business plan, the Offeror will proceed in compliance

with relevant regulations.

Opinion of the Board of Directors to business plan


in the part of business plan and shared a mutual opinion with the Independent

Financial Advisor that the Offeror will participate in overseeing the Company

for the purpose of growth and efficiency, effectiveness, and sustainability. The

Offeror may use its experiences and expertise in the main business of the

Offeror, to support the Company’s business. Therefore, this may cause a

mutual benefit to the Company and its shareholders. However, if the Offeror

makes any material changes on business plan, the changes are subject to gain

approvals from the Company’s Board of Directors' meeting and/or the

shareholders' meeting and in compliance with relevant laws and regulations.

Investment plan


Offeror does not have a plan for the Business to make any additional material

investment except for normal investment of the Business. However, during the

period of 12 months after the end of the Offer Period, the Offeror may consider

making additional investment of the Business if the appropriate business

opportunity or investment opportunity arises. The Offeror will consider the

current investment plan of the Business in detail and may consider amending


Page | 49

such investment plan as appropriate. If there is any amendment in the

investment plan, the Offeror will proceed in compliance with relevant

regulations.

Opinion of the Board of Directors to investment plan


in the part of investment plan and shared a mutual opinion with the

Independent Financial Advisor that that the Offeror may not make any material

additional investment except for normal operation. However, if the Offeror

makes any material changes on investment plan, the changes are subject to

gain approvals from the Company’s Board of Director and/or the shareholders

and in compliance with relevant laws and regulations, which will reduce the

risks and negative impacts that will occur. If there is an amendment to the

investment expansion plan by the Offeror in the future

Plan on changing corporate structure, management, and recruitment

As stated in Form 247 - 4 , The Board of Directors’ meeting of the Business No.

4 / 2 5 6 4 on 3 0 August 2 0 2 1 has appointed 6 new directors to replace the

resigned directors which became effective on 30 August 2021 and the Board of

Directors’ meeting of the Business No. 5/2564 on 31 August 2021 has appointed

1 new director to replace the resigned director which became effective on 31

August 2021 (Please see more details in Item 1.5 The Board of Director as of

Tender Offering date and potential structure after making Tender Offer (2) The

Board of Directors of the Business after the Tender Offer). Nonetheless, as of

the date of submission of the Tender Offer, the Offeror has no plan to change

the overall number of the directors for 1 2 months after the end of the Offer

Period. The Offeror may nominate the persons to hold director positions on

the Board of Directors, and independent directors as appropriate for the best

interest of the Business. The final structure of the Board of Directors shall be

in accordance with the result of the Tender Offer and as the Offeror deems


Page | 50

appropriate which will be proceeded in compliance with relevant rules and

regulations.

The Board of Directors’ meeting of the Business No. 4/2564 on 30 August 2021,

has appointed 4 new members of the Executive Committee to replace 4

resigned members of the Executive Committee, which became effective on 30

August 2021. The new members consist of (1) Ms. Wallaya Chirathivat6 (2) Mr.

Chanavat Uahwatanasakul (3 ) Ms. Pirinee Pringsulaka and (4 ) Mr. Chart

Chirathivat, replacing resigned members which are (1 ) Mr. Vicha Poolvaraluck

(2 ) Mr. Somnuk Pojkasemsin (3 ) Mr. Kittinanth Sumruatruamphol and (4 ) Ms.

Thitapat Issarapornpa. Furthermore, (1 ) Mr. Nopporn Witoonchart who held

position of Acting Chief Executive Officer and (2) Mr. Somnuk Pojkasemsin who

held position of President have resigned on 3 0 August 2 0 2 1 . Mr. Nopporn

Witoonchart will hold positions of Co-Chairman of Executive Committee and

Director of the Business until December 2024 and Mr. Oranop Jantaraprapa will

hold a position of Chairman of Board of the Business until December 2021.

During the period of 1 2 months after the end of the Offer Period, the Tender

Offeror may additionally change the managements of the Business for the

appropriateness by considering various factors for the interest of the Business

including business plan, strategy, and competitiveness and future growth.

Additionally, the Offeror may consider adding additional managements and/or

appointing experts who have relevant knowledge, ability, and experience into

appropriate positions or departments to enhance the organization efficiency in

the future. Any changes and/or additions to the managements or the experts

will be proceeded in compliance with the relevant rules and regulations.

Opinion of the Board of Directors to plan on changing corporate structure,

management, and recruitment

6 Ms. Wallaya Chirathivat will hold the position Co-Chairman of Executive Committee, together with Mr. Nopporn Witoonchart


Page | 51


in the part of plan on changing corporate structure, management, and

recruitment and shared a mutual opinion with the Independent Financial

Advisor that The Offeror operates the same business as the Company, which

may have knowledge, understanding and may share human resources or recruit

potential personnel with experience and expertise in business administration

which will create opportunities for business growth and effective management.

The Offeror shall nominate persons as directors and/or independent directors

as deemed appropriate for the highest benefit of the shareholders. Whereby,

the Company has established policy and criteria formulation on directors’

nomination saying that the Nomination and Governance Committee is

responsible for identifying and selecting qualified candidates by considering

overall compositions of skills and qualification of present directors and current

profile of new nominated directors, characteristics required of directors’

diversity (i.e., gender, age, and experience), illegal records, and the Company’s

current and future business directions. The Nomination and Governance

Committee will propose through the Board of Directors for election at the

shareholders’ meetings in accordance with the Company’s Articles of

Association. From this process, the Board of Directors believe that this will find

competent managements and reduce the risk of negative impact of overall

management.

Plan on disposal of existing core assets


Offeror does not have plan to make any disposal of core assets of the Business

during the period of 12 months after the end of the Offer Period, except in the

case of disposals in the normal course of business or in case of disposal of

assets to real estate investment trust (REIT) which will be duly approved in

accordance with the policy of the Business, and shall be in compliance with

relevant rules and regulations, including but not limited to, the regulations of

the SEC and the SET (as applicable). In addition, the Offeror may consider


Page | 52

restructuring shareholding structure in subsidiaries and/or investments within

the group of Business as appropriate for the best interest of business operation

and management.

Opinion of the Board of Directors to plan on disposal of existing core assets


in the part of plan on disposal of existing core assets and shared an opinion

that the Offeror may not have a plan to make any disposal of core assets of

the Company, except in the case of disposals in the normal course of business

or in case of disposal of assets to real estate investment trust (REIT) or may

consider restructuring shareholding structure in subsidiaries and/or investments

within the group of Business as appropriate for the best interest of business

operation and management. However, if the Offeror makes any material

changes, the changes are subject to gain approvals from the Company’s Board

of Directors’ meeting and/or the shareholders’ meeting and in compliance with

relevant laws and regulations. The Board of Directors believes that it will create

fairness to shareholders.

Plan on changing financial structure


Offeror does not have any plan to make significant changes to the financial

structure of the Business during the period of 1 2 months after the end of the

Offer Period. Nonetheless, with regards to significant financial restructuring of

the Business, such transaction needs to be approved by the Board of Directors’

meeting of the Business, and the shareholders meeting of the Business (as the

case may be) in accordance with the policies of the Business, and needs to be

in compliance with the relevant rules and regulations, including but not limited

to, the regulations of the SEC and the SET (as applicable).

Opinion of the Board of Directors to plan on changing financial structure


Page | 53


in the part of plan on changing financial structure and shared a mutual opinion

with the Independent Financial Advisor that the Offeror has no plan to make a

significant change on the Company’s financial structure during the period of 12

months after the end of the Offer Period. However, if the Offeror makes any

material changes, the changes are subject to gain approvals from the

Company’s Board of Director and/or the shareholders and in compliance with

relevant laws and regulations.

Dividend payment policy


policy of the Business is to pay dividends not less than approximately 40% of

its operating net profit from separate financial statement after the deduction

of retained loss (if any), under the condition that the dividend payment will

not impact the normal operation and with sufficient capital for investment

purpose.

The Offeror has no intention to change the existing dividend payment policy

during the period of 1 2 months after the Offer Period. However, in the case

that there is any significant change in the Business’s dividend payment policy,

such change needs to be approved by the Board of Directors’ meeting of the

Business, and the shareholders’ meeting of the Business (as the case may be)

in accordance with the policies of the Business as well as to be in compliance

with the relevant rules and regulations, including but not limited to, the

regulations of the SEC and the SET.

Opinion of the Board of Directors to dividend payment policy


in the part of dividend payment policy and shared a mutual opinion with the

Independent Financial Advisor that the Offeror may not change the dividend

payment policy during the period of 12 months after the Offer Period.

According to dividend policy, the Company aims to pay dividend approximately


Page | 54

40.00 percent of its operating net profit from separate financial statement after

the deduction of retained loss (if any), which the dividend payment amount

shall be approved by shareholders’ meeting. In all cases, dividend payment

shall be depending in cash flow, investment plan including any other future

obligations of the Company and/or subsidiaries. The dividend payment shall

not exceed the retained earnings shown in the Company's separate financial

statements and/or have a material impact on the Company's normal

operations, which will help to increase efficiency in cash flow management to

consistent with the overall investment plan in the Company's business

operations. The Board of Directors believes that it will reduce the impact that

will occur from the operation of the company.

Any amendment or change of dividend payment policy of the Company has

been reserved as authorization of the Board of Directors so as to protect the

highest interests of the Company and its shareholders. The Executive

Committee is responsible for reviewing and making recommendations to the

Board of Directors regarding the Company’s dividend policy.

3. Related Party Transaction

As stated in Form 2 4 7 - 4 , As of the date of submission of the Tender Offer, the

Business has set out policies and procedures regarding approval of related party

transactions in compliance with the rules and regulations stipulated by the SET

and the SEC to prevent any conflict of interests between the Business and its

subsidiaries, and any persons who may have potential conflict.

During the period of 12 months after the end of the Offer Period, the Offeror and

persons under section 258 of the Offeror may have related party transactions with

the Business and its subsidiaries which are the ordinary business transactions to be

consistent with business plan of the Business after the Tender Offer.

If the Offeror and persons under section 258 of the Offeror have any related party

transaction with the Business and its subsidiaries in the future, the Offeror will


Page | 55

arrange to ensure that the Business and its subsidiaries proceeds in compliance

with the rules and regulations of the SEC, the Capital Market Supervisory Board and

the SET as well as any laws, rules and regulations imposed by the relevant agencies

and authorities.

Opinion of the Board of Directors to related party transaction

The Board of Directors, excluding interested directors, considers Form 247-4 in the

part of related party transaction and shared a mutual opinion with the Independent

Financial Advisor that the Company has established an internal policy and

authorization matrix to approve such related transactions in compliance with the

rules and regulation of the SET and the SEC in order to prevent conflicts of interest

The Company will thoroughly consider that all transactions in the future are in

accordance with the relevant rules and laws. The Board of Directors believes that

this will create fairness to shareholders.

4.4. Additional comment of the Company’s board of directors (in case the tender

offer is prepared for security delisting pursuant to the SET regulations)

1. Benefits and Impacts to Shareholders if They Decide to Reject the Tender

Offer

The Board of Directors, excluding interested directors, considers the Tender Offer

and shared the opinion that shareholders who reject this Tender Offer will have

shareholder status of the Company and will have the Company shareholder right

in accordance with the articles of association and the acts of the Public Company

Act such as information disclosed at the general meeting of shareholders, annual

report, attendance at the general meeting of shareholders and dividends received,

etc. If minority shareholders want to know about the list of shareholders, the

Company certificates and audited the Company financial report, minority

shareholders can obtain them from the Company Development Department, the

Ministry of Commerce and can also follow and obtain the Company’s information


Page | 56

from CPN which is the parent company of the Offeror and listed in the SET required

to disclose information to investors and the SET.

However, that shareholders who reject this Tender Offer will be negatively

impacted by the Company’s non-listing status. For instance, individual

shareholders no longer being exempted from capital gain tax, fewer opportunities

for them to gain investment return in the form of capital gain due to non-existence

of an organized secondary market for share trading, trading with illiquidity and

limited access to the Company’s information (See Part 4 . 1 Reasons to Accept /

Reject the Tender Offer).

2. Appropriateness of the Tender Offer Price

The Board of Directors, excluding interested directors, shared a mutual opinion with

the Independent Financial Advisor that the valuation of the Company with

Discounted Cash Flow Approach (DCF) is appropriate. The assumptions used are

based on the information provided by the Company, which are considered

reasonable. However, there may be some limitations on the assessment of

potential business collaboration between the Company and the Offeror due to

lack of information and other external factors. The Independent Financial Advisor

has evaluated the fair value of the Company, ranging between THB 9.64 – 10.14

per share (the details of the Company valuation approaches are in Opinions of the

Independent Financial Advisor on the Tender Offer to Buy All Securities of Siam

Future Development Public Company Limited report), which Tender Offer Price is

THB 12.00 per share higher than the range of the Company’s fair value. Hence,

Tender Offer Price is appropriate and reasonable.


Page | 57

5. The Opinion of the shareholders’ advisor who is the financial advisor listed in the

SEC’s approved list

Please refer the report of the Independent Financial Advisor’s opinion to the Tender Offer

of the Siam Future Development Public Company Limited.

In addition, whether each shareholder will accept or reject this tender offer or not Each

shareholder should analyze the relevant information as well as to consider the opinions

of the Company regarding the tender offer, Independent Financial Advisor's Opinion

Report, and information from other sources which the shareholders consider to be reliable

to use as information for decision making. However, the consideration for accepting or

rejecting this tender offer is mainly at the discretion of the shareholders.

The Company hereby certifies that the information contained herein is accurate. There

is neither information that may cause a misunderstanding in material aspect among other

parties nor any concealment of material information that should have been explicitly

disclosed.

Respectfully Yours,


- Signed - - Signed -

Preecha Ekkunagul Naparat Sriwanvit

Authorized Director Authorized Director

Opinions of the Independent Financial Advisor on the Tender Offer

of Siam Future Development Public Company Limited

To

Shareholders of Siam Future Development Public Company Limited

The Offeror

Central World Company Limited

By

Avantgarde Capital Company Limited

September 27, 2021


September 27, 2021

Subject: Opinions of the Independent Financial Advisor on the Tender Offer to Buy All

Securities of Siam Future Development Public Company Limited from Central World

Company Limited

To: Shareholders of Siam Future Development Public Company Limited

Pursuant to Siam Future Development Public Company Limited (“the Company” or

“Business”) received a copy of the Tender Offer to Buy All Securities of the Company (Form 247-

4) dated on September 9, 2021 from Central World Company Limited (“the Offeror”) which is a

subsidiary of Central Pattana Public Company Limited (“CPN”), where CPN holds 99.99% of the

total issued and paid-up shares and total voting rights of the Offeror (including direct and indirect

shareholdings). The Offeror shall make a tender offer for all remaining 932,550,343 shares (Nine

Hundred Thirty Two Million Five Hundred Fifty Thousand Three Hundred and Forty Three shares),

or equaling 43.74% of the total issued and paid-up shares and total voting rights of the Business

(This does not include 1,199,370,588 ordinary shares which is equal to 56.26% of the total issued

and paid-up shares and total voting rights in the Business held by the Offeror and the person

under section 258 as of the date on which the Tender Offer is submitted at the Offer Price of THB

12.00 per share, will be equal to THB 11,190,604,116

This Conditional Voluntary Tender Offer for all securities or ordinary shares is in accordance

with the Notification Tor Chor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition

of Securities for Business Takeovers (as amended). The Offeror submitted the Tender Offer (form

2 4 7 - 4 ) on September 9, 2 0 2 1 to The Securities and Exchange Commission (“SEC”) and

shareholders of the Company.

In this regard, the Company appointed Avantgarde Capital Company Limited (the

“Independent Financial Advisor” or “IFA”), to act as the independent financial advisor to provide

an opinion on the Conditional Voluntary Tender Offer to the Company’s shareholders (“the


Opinion”). In preparing the Opinion, the IFA has studied the Tender Offer (Form 247-4) including

information and documents received from the Company and other information publicly disclosed

by the Company such as annual report, annual registration statement (Form 5 6 - 1 ) , audited or

reviewed financial statements and other information publicly available as well as information

from management interview, etc. The opinion of the IFA is based on the assumption that

information and documents received from the Company and/or the Offeror as well as from

management interview are authentic, correct, completed and reflect the management’s view and

would not significantly affect the Company’s operation in the future. However, the IFA has not

specifically audited, reviewed or evaluated the assets or liabilities of the Company and is not

responsible for the accuracy of the aforementioned information.

The Opinion has an objective to be an information for the Company’s shareholders to

consider the Conditional Voluntary Tender Offer of the Offerors only. The shareholders should

study information and the Opinion in different points of view to use as information to support a

decision. Nevertheless, the final decision whether to accept or reject the Tender Offer shall be

made at the sole discretion of each of the Company’s shareholders.


Glossary

“CPN” Central Pattana Public Company Limited

“CADR” Compound Annual Decline Rate

“CAGR” Compound Annual Growth Rate

“DCF” Discounted Cash Flow

“EV/EBITDA” Enterprise Value/ Earnings before interest, tax, depreciation

and amortization

“FCFF” Free Cash Flow to Firm

“Offeror” Central World Company Limited

“SF” Siam Future Development Public Company Limited

“Kd” Cost of Debt

“Ke” Cost of Equity

“P/BV” Price to Book Value Ratio

“P/E” Price to Earnings Ratio

“TFRS 9” Thai Financial Reporting Standards No. 9 Financial

Instruments

“TFRS 16” Thai Financial Reporting Standards No. 16 Leases

“VWAP” Volume Weighted Average Price

“WACC” Weighted Average Cost of Capital

“Wd” Weight of Debt

“We” Weight of Equity

“Company” or “Business” Siam Future Development Public Company Limited

“SEC” Office of the Securities and Exchange Commission

“Tender Offer Agent” Bualuang Securities Public Company Limited

“Notification Tor Chor.

14/2554”

The Notification of the Capital Market Supervisory Board No.

Tor Chor. 14/2554 Re: Act or Omission of Act Which is Likely

to Affect the Tender Offer of the Business

“Offeree” The Company’s Shareholder who accepts Tender Offer


“Tender Offer Period” Every business day from September 10, 21 to October 18,

2021 from 9:00 a.m. to 4:00 p.m.

“Tender Offer Price” The tender offer price of ordinary shares is THB 12.00 per

share

“Net Offer Price” The net price to be received by the Offeree

“IFA Opinion Report” Opinions of Independent Financial Advisor Regarding the

Tender Offer

“Independent Financial

Advisor” or “IFA”

Avantgarde Capital Company Limited


Table of Contents Page

1. Background ............................................................................................................................................. 1 1.1. Characteristics of the transaction ................................................................................................ 1

1.2. Name of the Offeror ...................................................................................................................... 2

1.3. Offer Price and Offer Period ......................................................................................................... 2

1.4. Conditions for Cancellation of the Tender ............................................................................... 3

1.5. Tender Offer Revocation Period .................................................................................................. 3

1.6. Source of Funds for the Tender Offer ....................................................................................... 4

2. Information of the Offeror and Business .......................................................................................... 5 2.1. Information of the Offeror ............................................................................................................ 5

2.1.1. General Information of the Offeror .................................................................................. 5

2.1.2. Business Overview of the Offeror ..................................................................................... 5

2.1.3. Shareholding structure of the Offeror .......................................................................... 22

2.1.4. Revenue Structure of the Offeror .................................................................................. 23

2.1.5. Summary of financial position and operational performance of the Offeror ...... 25

2.1.6. Analysis of the Offeror’s operational Performance ................................................... 29

2.1.7. Analysis of the Offeror’s financial Position .................................................................. 33

2.1.8. Industry Overview ............................................................................................................. 36

2.1.9. List of major shareholders of the Offeror .................................................................... 38

2.1.10. List of Board of Directors of the Offeror ...................................................................... 39

2.2. The Company’s Information ..................................................................................................... 41

2.2.1. General Information of The Company .......................................................................... 41

2.2.2. History and Successful Event ......................................................................................... 42


2.2.3. The Company’s Business Overview .............................................................................. 43

2.2.4. Shareholding Structure of the Business ....................................................................... 48

2.2.5. Revenue Structure of The Company ............................................................................ 49

3. Appropriateness of Tender Offer Price .......................................................................................... 69 3.1. Book Value Approach ................................................................................................................. 70

3.2. Adjusted Book Value Approach ................................................................................................ 71

3.3. Market Value Approach .............................................................................................................. 72

3.4. Market Comparable Approach .................................................................................................. 73

3.4.1. Price to Book Value Approach: “P/BV” ........................................................................ 75

3.4.2. Price to Earnings Approach: “P/E”................................................................................. 76

3.4.3. Enterprise value to EBITDA: “EV/EBITDA” .................................................................... 77

3.5. Transaction Comparable Approach ......................................................................................... 78

3.6. Discounted Cash Flow Approach ............................................................................................. 81

4. Reasons to accept and/or reject the Tender Offer................................................................... 123 4.1. Reasons to accept the Tender Offer ..................................................................................... 123

5. Benefits of impacts from the plans and policies indicated in the Tender Offer and viability

of such plans and policies ................................................................................................................... 127 5.1. The Business status ................................................................................................................... 127

5.2. Policies and plans of business operations ........................................................................... 128

5.2.1 Business objectives ......................................................................................................... 128

5.2.2 Business plan ................................................................................................................... 129

5.2.3 Investment plan .............................................................................................................. 130

5.2.4 Plan on changing corporate structure, management, and recruitment .............. 131

5.2.5 Plan on disposal of existing core assets ..................................................................... 133


5.2.6 Plan on changing financial structure ........................................................................... 134

5.2.7 Dividend payment policy .............................................................................................. 135

5.3. Related Party Transaction ........................................................................................................ 136

6. Summary of the opinion of the IFA ............................................................................................. 138


Page | 1

1. Background

1.1. Characteristics of the transaction

Reference is made to Central World Company Limited (the “Offeror”) having acquired

ordinary shares of Siam Future Development Public Company Limited (“SF” or the “Business”)

from (1) Major Cineplex Group Public Company Limited (“MAJOR”) (2) Mr. Oranop Jantaraprapa’s

group1 (3) Mr. Pongkit Suttapong’s group2 (4) Mr. Nopporn Witoonchart’s group3 and (5) Mr.

Somnuk Pojkasemsin’s group4 (collectively called the “Existing Shareholders”) on August 30, 2021

at THB 12.00 per share in the total of 1,111,781,388 shares or equaling 52.15 percent of the total

issued and paid-up shares and total voting rights of the Business which resulted in the Offeror,

who did not hold any ordinary shares of the Business prior to the acquisition of ordinary shares

from the Existing Shareholders, to hold 1,111,781,388 shares which is equal to 52.15 percent of

the total issued and paid-up shares and total voting rights of the Business. In addition, Central

Pattana Public Company Limited (“CPN”) who holds 9 9 . 99% of the total issued and paid-up

shares and total voting rights of the Offeror (including direct and indirect shareholdings) also holds

8 7 , 58 9 , 20 0 shares or equaling 4 . 1 1 percent of the total issued and paid- up shares and total

voting rights of the Business. When combining with the aforementioned share acquisitions by the

Offeror, the Offeror and the person under section 258 will hold shares in the total of 1,199,370,588

shares or equaling 56.26 percent of the total issued and paid-up shares and total voting rights of

the Business.

As a result, the Offeror is obliged to make a mandatory tender offer for all remaining

securities of the Business in accordance with the Notification of the Capital Market Supervisory

Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities

for Business Takeovers (“Notification TorChor. 12/2554”).

1 Mr. Oranop Jantaraprapa’s group consists of Mr. Oranop Jantaraprapa, Mr. Akrim Jantaraprapa and Mrs. Wasinee Jantaraprapa. 2 Mr. Pongkit Suttapong’s group consists of Mr. Pongkit Suttapong, Mrs. Parichart Suttapong and Ms. Phongthip Suttapong. 3 Mr. Nopporn Witoonchart’s group consists of Mr. Nopporn Witoonchart, Mrs. Kaesinee Witoonchart, M.L. Tewintra Devakul,

Mrs. Suphan Witoonchart, Mrs. Channipha Witoonchart and Mrs. Phornphat Witoonchart. 4 Mr. Somnuk Pojkasemsin’s group consists of Mr. Somnuk Pojkasemsin and Ms. Thanjira Pojkasemsin.


Page | 2

After the Tender Offer, the Offeror has an intention to delist the Business from being a

listed company on the SET during the period of 12 months after the end of the Offer Period.

Currently, the Offeror is under the possibility study of proceeding such transaction under relevant

rules and regulations, including but not limited to, assessment of possibility of obtaining the

approval from the shareholders meeting of the Business, of which has not reached a conclusion

on delisting of the Business from being a listed company on the SET. If the Tender Offeror decides

to delist the Business, the Tender Offeror will ensure that the delisting of the securities of the

Business will be proceeded in compliance with the relevant rules and regulations regarding the

delisting. In addition, the delisting will be subjected to the approval from the shareholders

meeting of the Business and the approval from the SET. After completion of the delisting, the

status of the Business as a listed company on the SET shall be terminated; however, the Business

will remain in operation and remain its status as a public limited company.

1.2. Name of the Offeror

Central World Company Limited, a subsidiary of Central Pattana Public Company Limited

(“CPN”). CPN holds shares of 9 9 . 99 percent of the total issued and paid-up shares and total

voting rights of the Offeror (including direct and indirect shareholdings).

1.3. Offer Price and Offer Period

The Offer Price of the Business ordinary share is THB 12 .00 (Twelve Baht) per share (the

“Offer Price”). In addition, shareholders who accept the Tender Offer (each an “Offeree”), are

subject to payment of a brokerage fee of 0 .25% of the Offer Price, plus value added tax of 7%

of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 11.9679

(Eleven Point Nine Six Seven Nine Baht) per share. Such Offer Price is the final offer which will not

be changed. Moreover, The Offeror will purchase the Business’s shares in the total of 20 business

days from September 10, 2021 to October 8, 2021, during the office hours of the Tender Offer

Agent from 9:00 a.m. to 4:00 p.m. Such Offer Period is the final period which will not be extended.

If there is an announcement of additional public holidays during the purchase period, the Offeror

will extend the Tender Offer period so that the Offer Period is not less than 25 working days, in

accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554.


Page | 3

However, Tender Offer Price and the Tender Offer Period will not change unless any of

the following condition has been met:

The Offeror may reduce the Offer Price or extend the Offer Period in the case of any event

or action that occurs during the Offer Period which causes severe damage to the status or

the assets of the Business.

The Offeror may change the offer or extend the Offer Period to compete with another

offeror who has submitted a tender offer for shares of the Business during the Offer Period.

1.4. Conditions for Cancellation of the Tender

The Offeror may cancel the Tender Offer upon the occurrence of one or more of the

following events:

any event or action occurring after the submission of the Tender Offer to the Office of the

Securities and Exchange Commission (the “SEC”) but within the Offer Period which causes

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

or action has not result solely from the actions of the Offeror or actions for which the

Offeror is responsible; or

any action conducted by the Business after the submission of the Tender Offer to the SEC

but within the Offer Period which causes or may cause a significant decrease in the value

of the Business’s ordinary shares; or

any action conducted by the Business as defined in the Notification of the Capital markets

Supervisory Board No. TorChor. 14/2554 Re: Actions or Omission of Actions Which is Likely

to Affect the Tender Offer of the Business.

1.5. Tender Offer Revocation Period

The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender

Offer Agent on any business day from September 1 0 , 2 02 1 to October 8 , 2 02 1 ( totaling 2 0

business days) during the hours of 9 : 0 0 a.m. to 4 : 0 0 p.m. If the Offeree wishes to revoke its

acceptance of the Tender Offer, it must follow the Tender Offer Revocation Procedures as

specified in Attachment of the Tender Offer.


Page | 4

However, if there is an announcement of additional public holidays during the Revocation

Period, the Offeror will extend the Revocation Period so that the Revocation Period is not less

than 20 working days, in accordance with the Notification of the Capital Market Supervisory Board

No. TorChor. 12/2554.

1.6. Source of Funds for the Tender Offer

The funds required for the Tender Offer for remaining ordinary shares of the Business, in

the case that all the Offerees sell all remaining ordinary shares in this Tender Offer at the Offer

Price of THB 12.00 per share, will be equal to THB 11,190,604,116 (Eleven Billion One Hundred

Ninety Million Six Hundred Four Thousand One Hundred and Sixteen Baht). The full amount of

the source of funds for this Tender Offer will come from borrowing from the financial institution

i.e., Kasikorn bank Public Company Limited, which has issued a confirmation letter stating that the

bank has approved loan facility to the Offeror for the purpose of Tender Offer for Securities of

the Business in the amount of THB 18,000,000,000 (Eighteen Billion Baht) to make a payment for

this Tender Offer. In this regard, the Offeror will use its cash flows from operation, its working

capital and dividend received from the Business as sources of fund for repayment of such loan

facilities. In addition, the Offeror may consider procuring external sources of funds including but

not limited to loan facility and issuance of bond.


Page | 5

2. Information of the Offeror and Business

2.1. Information of the Offeror

2.1.1. General Information of the Offeror

Name Central World Company Limited

Address 4,4/1-4/2,4/4 Ratchadamri Rd. Pathum Wan, Pathum Wan,

Bangkok 10330

Nature of Business 1) Construction of shopping centers

2) Providing utilities in shopping centers and selling food and

beverages in the shopping centers

3) Operating hotel business

Telephone No. 0-2640-7000

Company Registration No. 0105545124364

วันที่กอต้ังบริษัท November 25, 2002

ทุนจดทะเบียน THB 850,000,000.00

2.1.2. Business Overview of the Offeror5

The Offeror

Central World Company Limited is one of the subsidiaries of Central Pattana Public

Company Limited (CPN) registered on November 25, 2002 with an initial registered capital of THB

850 million. Currently, Central World Company Limited operates construction of shopping centers

and manages shopping centers and food center in shopping centers, provides utilities in shopping

centers and sells food and beverages in the shopping centers (CentralPlaza Udonthani,

5 Information of offeror's business sourced from CPN's 56-1 One Report 2020 and Form 247-4 Tender Offer for Securities of Siam

Future Development Public Company Limited by Central World Company Limited, which is publicly available information where

the company cannot verify the accuracy of such information. For additional information can be found from the report of 56-1

One Report for the year 2020 at www.centralpattana.co.th.


Page | 6

CentralPlaza Phitsanulok, CentralPlaza Ubonratchathani and CentralFestival Samui) and operates

hotel business (Centara Hotel & Convention Centre Udon Thani).

CPN as a shareholder who has controlling power or influence over the Offeror in


CPN’s core businesses comprise the development of shopping complexes and other

complementary mixed-use development projects, which include office buildings, hotels, and

residences to add value to the shopping centers. By June 30, 2020, CPN managed 34 shopping

centers in Bangkok and prime provincial areas, 15 of which were in Bangkok, 18 of which were in

prime provincial areas and one in Malaysia; 10 offices in Bangkok; 2 hotels, namely Centara Hotel

and Convention Center Udon Thani and Hilton Pattaya Hotel; and 1 residential project for rent;

and 18 residential projects for sale. Furthermore, CPN invested in CPN Retail Growth Leasehold

REIT (“CPNREIT”) and CPN Commercial Growth Leasehold Property Fund (“CPNCG”) and the

properties under both of which are also managed by CPN

CPN’s project development started from securing strategic locations at reasonable prices

and onto conducting feasibility studies, controlling design and construction processes, overseeing

lease progress, and finally managing shopping centers and office buildings after commercial

openings, which extended to the supply of utilities, security and cleaning services at each site.

Furthermore, CPN operates certain complementary businesses, such as food centers, multi-

purpose convention halls, entertainment, and leisure attractions at some shopping centers to

accommodate customers, provided that such operation bases on proper locations at reasonable

prices. Regarding the hotel business, CPN has employed expert hotel management companies to

manage its hotels and maximize benefits from the properties.

Moreover, CPN’s business categories can be categorized based on sources of revenue in

6 business groups described as follows:

Shopping Centers

CPN’s main source of revenue, the shopping center business accounts for more than 81%

of the total revenue. Revenue is derived from rental of retail space, utility and security services,

cleaning services, rental & services of convention halls, onsite media services and marketing


Page | 7

activities in common area of 34 shopping centers - 15 in Bangkok, 18 in prime provincial areas,

and one in Malaysia. There are seven shopping centers were leased out to CPNREIT in which CPN

is the property manager.

CPN continues to develop and expand the shopping center business through opening new

shopping centers domestically and internationally, renovation of existing shopping centers to

contemporary standards, and enhancing the space utilization in shopping centers to sustain

revenue generation. These initiatives resonate CPN’s vision to become the “Center of Life”, as

well as through the implementation of various destination concepts that match the lifestyle

desires of customers at all ages and interests. Moreover, CPN shopping centers integrate iconic

local heritage and identity as part of their designs. These distinguished features continue to

elevate CPN’s shopping center as the leader in the shopping complex business.

CPN announced the plan to develop three new mixed-use development projects, namely

Central Ayutthaya (open 2021), Central Si Racha (open 2021) and Central Chanthaburi (open 2022),

which includes shopping center, convention hall, hotel, office building and residential projects.

Moreover, CPN has major renovation in Central Rama 2 with concept of “The Largest Regional

Mall -Gateway of South Bangkok” and Central Ramindra with concept of “Living Lab of Ramindra”,

which are phase by phase renovation and target to complete in 2022. CPN has rolled out

destination concept through minor renovations across country to enhance customers’

convenience and experience in shopping centers.

CPN also has invested directly and indirectly in other supplementary businesses to the

shopping centers that create value-added offers and enhance satisfaction of customer, tenants,

society and other related parties, including entertainment, and leisure attractions that attract

more customers to use services in the shopping centers, and other businesses includes:

- Pororo AquaPark Bangkok, the water park located on the 6th floor at Central Bangna

decorated with the theme of a famous Korean cartoon series “Pororo: The Little

Penguin” and offers new, exciting and memorable experiences to all family members.


Page | 8

- Central Park, a large recreational park located in the same area as Central Rama 2, is

opened to general public and comprises health park, children’s playground, activity

zone and famous food vendors.

- TRIBHUM: The Mystic of Three Worlds, which opened in 2019 and located at Central

Phuket, is a 3D interactive walkthrough theme park as a result of a joint venture

investment by CPN and a partner with accredited expertise.

- Co-working Space under “Common Ground” brand, which opened the first branch in

Thailand in 2019 at G Tower and the second branch at Central World Offices in 2020.

- Investment in Grab Thailand, for supplement its core business and together with

improvement of services to shoppers and tenants through New Economy concept.

Grab’s application would enhance shopping center performance in term of traffic via

ride hailing, and increase F&B tenants’ sale via food delivery, etc.

Office Buildings

The office building business involves the development of office buildings for rent not only

for CPN’s complementarity with the shopping centers, but also for its value accretion from the

optimization of land use and efficiency of car park management.

The decision to develop an office building in any shopping center area is based on the

strategic location together with the demand and supply of office space in that area. The revenues

from office building include rental of office space, rental of retail space within the office building,

and utilities services.

At present, CPN manages 10 office buildings on the premises of 1) Ladprao, 2) Pinklao

Tower A, 3) Pinklao Tower B, 4) Bangna 5) Centralworld (Central World Offices), 6) Chaengwattana,

7) Rama 9, 8) The Ninth Towers, 9) Unilever House, and 10) G Tower. Amongst these projects, CPN

owns five buildings, four of which are under CPNREIT (Pinklao Tower A, B, The Ninth Towers and

Unilever House) and the other under CPNCG (Central World Offices). Tenants of office buildings

in Central Ladprao, Central Pinklao, Central Bangna, Central Chaengwattana, and Central Rama 9

projects are mostly operators of businesses that benefit the shopping center business, such as

tutorial schools, language and music schools, beauty parlors, and securities brokerage firms.


Page | 9

In contrast, Central World Offices, The Ninth Towers, Unilever House and G Tower are

grade A office buildings located in the heart of the business district. Their tenants are, therefore,

leading Thai and multinational companies.

Hotels

The hotel business on the same premises as shopping centers complements the shopping

center business in terms value accretion to the overall project by making the most use of

properties for the maximum return on investment. Key consideration factors of hotel investment

include project location, demand and supply, surrounding environment, and the project’s growth

potential. The hotel business comprises guest rooms, food outlets, seminar rooms and

convention centers to serve the growth of the MICE (Meeting Incentive Convention and Exhibition)

industry. Revenue from the hotel business comprises room revenue, sale of food & beverage and

rental of units in buildings and service income.

CPN owns two hotels as follows:

- Centara Hotel & Convention Centre Udon Thani (formerly known as Charoensri Grand

Royal Hotel, a part of Charoensri Complex, acquired by CPN in April 2009) comprises

259 rooms. CPN has employed an expert hotel management company, namely Central

Plaza Hotel Public Company Limited to manage the hotel.

- Hilton Pattaya Hotel consists of 302 rooms (situated in the same complex as

CentralFestival Pattaya and launched in November 2010). In December 2017, CPN

leased it to CPNREIT for 20 years and employed Hilton Hotel Corporation to manage

the hotel. In 2020, CPN finished renovation of rooms and service area and ready to

welcome all tourists to use service and provide new and better vacation experience.

Residential Projects

Recognizing the potential of mixed-use development of shopping complex projects, CPN

has developed residential projects to maximize the benefit of its core business. Hence, a

specialized team of executives, experienced personnel and experts was set up to conduct

feasibility studies on the development of residential projects and execute other relevant tasks.


Page | 10

CPN Residence Co., Ltd. (CPN Residence), a subsidiary company of CPN, leads the

development of residential projects, which starts from selecting strategic locations; conducting

feasibility studies from market information and other impact factors to analyze and decide on

suitable types of housing project for each location; procuring construction and decorative

materials directly from suppliers through fair bidding processes to compare prices and quality and

benefit from the economies of scale; setting delivery prices in advance to avoid price fluctuation;

and selecting contractors who are skillful, experienced, and reputable in their respective types of

work under CPN’s procurement procedures and standards. CPN’s control systems are also in

place to ensure that construction work proceeds as planned and their quality is strictly controlled.

Besides undertaking Environmental Impact Assessment (EIA) to address environmental impacts

potentially caused by the construction of residential projects and their utility systems, CPN

requires that all projects comply with the Building Control Act and minimizes their environmental

impacts.

Recently, there are 18 residential projects located next to or in the vicinity of shopping

centers:

- 12 Residential project adjacent to shopping center including 1) ESCENT CHIANGMAI; 2)

ESCENT VILLE CHIANGMAI; 3) ESCENT PARK VILLE CHIANGMAI - adjacent to Central

Chiangmai; 4) ESCENT KHONKAEN - adjacent to Central Khonkean; 5) ESCENT RAYONG;

6) ESCENT RAYONG II - adjacent to Central Rayong; 7) ESCENT NAKHONRATCHASIMA; 8)

ESCENT KORAT - adjacent to Central Korat; 9) ESCENT VILLE CHIANGRAI - adjacent to

Central Chiangrai; 10) ESCENT UBONRATCHATHANI - adjacent to Central Ubon; 11)

ESCENT HATYAI - adjacent to Central Hatyai; and 12) Belle Grand Rama 9 - adjacent to

Central Rama 9.

- Four low-rise projects in area of shopping centers including 1) ESCENT TOWN

PHITSANULOK - townhome format, in area of Central Phitsanulok; 2) NINYA

KALLAPAPRUEK - twin home format, in area of Central Rama 2; 3) NIRATI CHIANGRAI -

detached house format, in area of Central Chiangrai; and 4) NIRATI BANGNA - detached

house format, in area of Central Bangna and Central Village.


Page | 11

- Two special niched residential projects in prime location with high demand including

1) PHYLL PHAHOL 34 – next to Senanikom BTS station; and 2) NITHAM

BOROMRATCHACHONNANI – luxury single detached house format on

Borommaratchachonnani Road

In December 2020, CPN Residence launched three new residential projects in

Nakhonratchasima, Rayong and Hatyai, which is the first project in Southern area. These three

projects got very good feedback from the market. The Company continues to launch residential

projects on vacant land pots next to existing shopping centers of CPN and other potential

locations across county under “Residential & Commercial Community” concept, by leveraging on

the leading position in retail business together with its experienced real estate team to move

forward with business expansion.

Food Centers

Food centers are considered an essential element that complements shopping centers.

The main purpose of food centers is to provide convenience for customers with a wide variety of

affordable, quick and ready-to-serve dishes. CPN generates return from space which was rented

out to tenants in food centers.

CPN developed and improved food centers under the concept of Food Destination, which

includes a wide selection of restaurants to serve various lifestyles, including casual dining, family

restaurant, cafe, bakery or take-home food.

Investment in Property Fund and REIT (Real Estate Investment Trust)

CPN is the major unit holder of CPNREIT and CPNCG, representing 25.8% and 25.0% of the

total ownership respectively. It is also the property manager and receives monthly fees under

management contracts and profit-sharing agreement based on investment proportions. The

details are as follows:

(1) CPNREIT was established on 29 November 2017 and subsequently listed on the Stock

Exchange of Thailand (the “SET”) on December 14, 2017 with an indefinite expiration

date. The trust invests in long-term leasehold rights of properties, namely Central

Rama 2 (Partial), Central Rama 3 (Partial), Central Pinklao (Partial) and its two integrated


Page | 12

office towers, Central Chiangmai Airport (Partial), Central Pattaya (Partial) and Hilton

Pattaya Hotel.

CPNRF had been converted into CPNREIT according to the resolution of the Board Meeting

No. 4/2017 on May 31, 2017. It approved the conversion based on the interest of CPNRF

unitholders, who would enjoy the income tax incentive and VAT exemption for property fund,

specific business tax and stamp duty. Moreover, the privileges on the registration of related right

and juristic acts due to the conversion will end on December 31, 2017.

On March 1 and 2, 2020, CPNREIT completely invested in The Ninth Towers Grand Rama

IX Project and Unilever House Grand Rama IX Project respectively. On March 2, 2020, the

registration with the land office for acceptance of the transfer of leasehold rights in the immovable

properties of both projects from GLAND Office Leasehold Real Estate Investment Trust was

successfully completed. In this regard, the investment value invested by CPNREIT is THB 7,430

million. The fair value of the invested leasehold rights of CPNREIT’s assets stood at THB 68,270

million by the end of 2020. On February 25, 2021, CPNREIT invested in the Central Marina Project.

and CentralPlaza Lampang Project by registering leasehold rights in real estate on the same day

for both projects. The total investment was THB 2,574 million and THB 3,098 million respectively.

CPNREIT is managed by CPN REIT Management Company Limited, a subsidiary of CPN, as

the REIT manager and CPN is a property manager. CPN Pattaya Hotel Co., Ltd., a subsidiary of CPN,

is a sublessee of Hilton Pattaya Hotel, which remains under the management of Hilton Hotels

Corporation. Moreover, Siam Commercial Bank Asset Management Co., Ltd., acts as the trustee

and the Thailand Securities Depository Co., Ltd. (TSD) acts as the registrar.

(2) CPNCG was registered on September 13, 2012, with an indefinite expiration date. The

purpose of the fund is to raise funds from unitholders to invest in properties or

leasehold properties and seek benefit from properties. CPNCG has invested in parts of

Central World Offices. The fair value of the invested leasehold rights of the assets

stood at THB 5,635 million by the end of 2020.

CPNCG has SCB Asset Management Company Limited (SCBAM) to acts as the management

company, Kasikornbank Public Company Limited acts as the mutual fund supervisor, the Siam


Page | 13

Commercial Bank Public Company Limited acts as the registrar, and CPN acts as the property

manager.

As the property manager, CPN is entitled to monthly management fee from the fund

according to the contractual agreement between the fund and the property manager.


Page | 14

As of June 30, 2021, assets under the management by CPN and its subsidiaries are:

1. Shopping Centers

Shopping Center

Year of

Operation

Develo

pment/

3

Land

Ownershi

p) /4 (Year

Expire)

Investme

nt Cost

as end of

2020/5

(THB

million)

Total

Project

GFA/6

(Sqm.)

Leasable

Area

(sqm.)

Occup

ancy

Rate

(%)

No. of

Tenant

s/7

Parking

Space

(Vehicl

es)

Food

Center

s/8

Convention

Hall Space

(Sqm.)

Other Mixed – Use

Developments

Office Hotel Reside

ntial

Central Ladprao December

1982 G

L

(2571) 4,794 310,000 43,446 97 204 3,000 - 4,500 - -

Central Ramindra November

1993 G

L

(2566) 682 86,000 17,163 92 74 1,000 - - - - -

Central Pinklao/1 March

1995 G

L

(2570) 4,697 370,000 62,987 100 269 3,500 - - -

Central Marina July

1995 G

L

(2578) 1,456 70,000 17,173 91 82 400 - - - -

Central Chiangmai

Airport/1

March

1996/2 A F 3,589 250,000 75,559 94 262 2,300 4,800 - - -

Central Rama 3/1 October

1997 G F 3,764 188,000 53,332 97 231 2,300 - - - -

Central Bangna December

2001/2 A F 5,807 500,000 64,163 85 254 3,250 - -

Central Rama 2/1 December

2002 G

L

(2598) 9,486 273,000 92,199 95 295 3,200 4,100 - - -

Central World December

2002/2 A

L

(2583) 15,555 830,000 195,869 91 408 7,000 - - -

Central Rattanathibet December

2003/2 A

F&L

(2577) 2,380 140,000 75,388 96 177 2,000 - - - -


Page | 15

Shopping Center

Year of

Operation

Develo

pment/

3

Land

Ownershi

p) /4 (Year

Expire)

Investme

nt Cost

as end of

2020/5

(THB

million)

Total

Project

GFA/6

(Sqm.)

Leasable

Area

(sqm.)

Occup

ancy

Rate

(%)

No. of

Tenant

s/7

Parking

Space

(Vehicl

es)

Food

Center

s/8

Convention

Hall Space

(Sqm.)

Other Mixed – Use

Developments

Office Hotel Reside

ntial

Central

Chaengwattana

November

2008 G F 5,459 310,000 65,412 90 273 3,300 4,200 - -

Central Pattaya

Beach /1

January

2009 G

F&L

(2581) 4,764 210,000 56,869 86 182 2,000 - - -

Central Udon April

2009/2 A F 4,648 250,000 71,930 91 221 2,000 5,000 - -

Central Chonburi May

2009 G

F&L

(2570) 3,647 156,000 42,003 94 191 2,040 - - - -

Central Khonkaen December

2009 G F 3,999 200,000 46,593 93 241 2,100 4,100 - -

Central Chiangrai March

2011 G F 2,272 110,000 26,518 95 120 1,000 - - -

Central Phitsanulok October

2011 G F 1,557 100,000 26,586 97 140 1,440 - - - -

Central Rama 9 December

2011 G

L

(2583) 5,213 214,000 59,016 91 207 2,400 - - - -

Central Suratthani October

2012 G F 2,305 130,000 30,925 95 130 1,400 4,700 - - -

Central Lampang November

2012 G

L

(2584) 1,160 110,000 19,685 95 89 2,000 - - - -

Central Ubon April 2013 G F 1,845 151,000 29,144 98 142 1,500 - - -

Central Chiangmai November

2013 G F 4,287 260,000 67,782 94 225 3,500 - - -


Page | 16

Shopping Center

Year of

Operation

Develo

pment/

3

Land

Ownershi

p) /4 (Year

Expire)

Investme

nt Cost

as end of

2020/5

(THB

million)

Total

Project

GFA/6

(Sqm.)

Leasable

Area

(sqm.)

Occup

ancy

Rate

(%)

No. of

Tenant

s/7

Parking

Space

(Vehicl

es)

Food

Center

s/8

Convention

Hall Space

(Sqm.)

Other Mixed – Use

Developments

Office Hotel Reside

ntial

Central Hatyai December

2013 G F 4,960 295,000 64,744 84 202 2,500 5,000 - -

Central Samui March

2014 G

L

(2586) 1,947 76,000 31,953 83 79 600 - - - -

Central Salaya August

2014 G

F&L

(2587) 2,646 185,500 38,345 95 174 1,600 - - - -

Central Rayong May

2015 G F 2,698 155,000 30,755 91 164 2,000 1,000 - -

Central Phuket

- Central Phuket

Festival

June

2015/2 A

L

(2599) 8,297 137,000 49,678 90 147 1,100 - - - -

- Central Phuket

Floresta

September

2018 G

L

(2599) 5,692 242,800 33,272 90 116 3,200 - - - -

Central WestGate August

2015 G

L

(2586) 7,108 352,000 82,899 99 353 4,000 5,000 - - -

Central EastVille November

2015 G

F&L

(2587) 3,889 150,000 36,057 95 183 1,824 - - - -

Central Nakhon Si July

2016 G F 1,848 90,000 20,910 94 130 1,500 - - - -

Central Korat November

2017 G F 4,615 233,000 48,971 80 242 3,600 3,300 - -

Central Mahachai November

2017 G F 2,843 131,250 24,918 93 153 1,500 - - - -


Page | 17

Shopping Center

Year of

Operation

Develo

pment/

3

Land

Ownershi

p) /4 (Year

Expire)

Investme

nt Cost

as end of

2020/5

(THB

million)

Total

Project

GFA/6

(Sqm.)

Leasable

Area

(sqm.)

Occup

ancy

Rate

(%)

No. of

Tenant

s/7

Parking

Space

(Vehicl

es)

Food

Center

s/8

Convention

Hall Space

(Sqm.)

Other Mixed – Use

Developments

Office Hotel Reside

ntial

Central i-City March

2019 G F 6,151 259,000 83,231 85 216 3,000 - - - - -

Central Village August

2019 G F 2,732 80,000 21,313 97 118 1,500 - - - -

Total 148,792 7,604,550 1,806,788 92 6,694 80,554 - 45,700 - - -

Source: Form 247-4 Tender Offer for Securities of Siam Future Development Public Company Limited

Note: 1/ Assets leased from CPN to CPNREIT include the following leasable areas:

- 42% in Central Pinklao, ending December 2024

- 81% in Central Rama 3, ending August 2035 (extendable twice for 30 years each)

- 96% in Central Rama 2, ending August 2055

- 96% in Central Chiangmai Airport, ending April 2044

- 50% in Central Pattaya, ending August 2037

2/ Year of acquisition

3/ Development (A = Acquisition), (G = Greenfield)

4/ Land Ownership (F = Freehold), (L = Leasehold and year of the first agreement which is expired)

5/ Includes investment of office/residential/hotel components. Excludes annual lease payments and investments of the assets leased/subleased to CPNREIT

6/ GFA including NLA, parking, hall, common area, office and hotel.

7/ Excludes small retail shop e.g., kiosk

8/ Only food centers managed by the CPN.


Page | 18

2. Office Properties

Office Year of Operation Developmen

t/4

Land

Ownership/5

Leasable

Area (Sqm.)

Occupancy

Rate (%)

No. of

Tenants

Ladprao December 1982 G L (2571) 16,171 91 71

Pinklao Tower A/1 March 1995 G L (2570) 22,762 83 52

Bangna December 2001/3 A F 10,007 91 26

Central World Office/2 November 2004/3 A L (2583) 84,356 75 69

Pinklao Tower B/1 March 2006 G L (2570) 11,627 95 53

Chaengwattana March 2009 G F 19,942 92 36

Grand Rama 9 December 2011 G L (2583) 7,378 93 31

The Ninth Towers

Grand Rama 9/6 September 2018/3 A F 64,862 77 73

Unilever House Grand

Rama 9/6

September 2018/3 A F 21,922 93 1

G Tower Grand Rama 9 September 2018/3 A L (2593) 73,554 98 31

Total 332,581 90 443

Note: 1/ Assets leased from CPN to CPNREIT with the lease terms ending in December 2037

2/ 97% of Central World Offices were subleased to CPNCG from September 2012 to September 2032 (part 1) and from

December 2012 to December 2032 (part 2)


4/ Development (A = Acquisition), (G = Greenfield)

5/ Land Ownership (F = Freehold), (L = Leasehold)

6/ GLANDRT had transferred leasehold right to CPNREIT, and termination of GLANDRT in March 2019 as per following details:

- 87% leasable area of The Ninth Towers Grand Rama 9, ending in April 2047

- 85% leasable area of Unilever House Grand Rama 9, ending in November 2034

3. Hotel Properties

Hotel Year of Operation No. of Guest Rooms Occupancy Rate (%)

Centara Hotel & Convention Centre Udon Thani/1 April 2009/3 259 42

Hilton Pattaya/2 November 2010 302 18/4

Note: 1/ CPN is the project owner and Central Plaza Hotel Plc is the hotel manager

2/ CPNREIT has the leasehold rights from December 2017 to August 2037 and Hilton Hotel Corporation is the hotel manager


4/ Hilton Pattaya was temporary closure for renovation purpose during the year and gradually re-opened guest room after

completion. Hence, occupancy rate was at 60.5% of room availability at the end of 2020

4. Residential Properties

Residential Year of Operation No. Rooms Occupancy Rate (%)

Full Year Average

Central City Residence/1 December 2001 1,567 27

Note: 1/ CPN owns strata-title of 11 units of the condominium


Page | 19

5. Residential Properties for Sale

Condominium Projects Year of

Launch

Year of

Transfer

Total No. of

Units

Pre-sales

(%)

Units

Transferred

(%)

Escent Chiangmai 2016 2018 400 100 100

Escent Khonkaen 2016 2018 408 100 100

Escent Rayong 2016 2018 419 100 100

Escent Ville Chiangmai 2017 2019 451 100 100

Escent Ville Chiangrai 2017 2019 313 100 100

Escent Nakhonratchasima 2017 2019 380 100 100

Phyll Phahol 34 2018 2019 358 40 35

Escent Ubonratchathani 2018 2020 395 95 82

Escent Park Ville Chiangmai 2019 2020 450 60 43

Escent Rayong Ii 2020 2023 420 20 N/A

Escent Korat 2020 2023 395 30 N/A

Escent Hatyai 2020 2023 665 50 N/A

Belle Grand Rama 9 2018/1 2018 1991 99 99

Low-rise Projects Year of

Launch

Year of

Transfer

Total No. of

Units

Units Ready

for Sales &

Transfer

Units

Transferred

Niyham Boromratchachonnani 2018 2019 71 10 9

Ninya Kallapapruek 2020 2020 144 30 28

Escent Town Phitsanulok 2020 2020 358 37 35

Nirati Chiangrai 2020 2020 183 17 9

Nirati Bangna 2020 2020 156 9 4

Note: 1/ Year of acquisition


Page | 20

As at June 30, 2021, the Company invested in subsidiaries, associates and joint venture. The

details are as follows:

100.0%

100.0%

100.0%

100.0%

44.0%

100.0%

100.0%

90.0%

78.1%

100.0%

95.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

12.0%

51.0%

25.0%

100.0% 30.0%

10.0%

100.0%

10.0%

100.0%

100.0%

50.0%

100.0%

99.9%

99.9%

100.0%

70.0%

Central Pattana Plc.

Central Pattana Chonburi Co., Ltd./1

Central Food Avenue Co., Ltd.

Central Pattana Rama 2 Co., Ltd.

Central Pattana Rama 3 Co., Ltd.

Central Pattana Realty Co., Ltd.

Central Pattana Chiangmai Co., Ltd.

Central Pattana Rattanathibet Co.,

Ltd.

Central World Co., Ltd

Central Pattana Khon Kaen Co., Ltd.

Central Pattana Development Co.,

Ltd.

Central Pattana Nine Square Co.,

Ltd.

CPN Residence Co., Ltd.

CPN Global Co., Ltd.

CPN Rayong Co., Ltd.

CPN Korat Co., Ltd.

CPN Residence Khon Kaen Co., Ltd.

CPN estate Co., Ltd.

CPN REIT Management Co., Ltd.

Dara Harbour Co., Ltd.

CPN Pattaya Hotel Co., Ltd.

Chanakun Development Co., Ltd.

C.S. City Co., Ltd.

Phenomenon Creation Co., Ltd. Bangna Central Food Avenue Co.,

Ltd.

Square Ritz Plaza Co., Ltd.

Siam Retail Development Co., Ltd.

Ayudhya Agrocity Co., Ltd.

Chipper Global Ltd.

CPN City Co., Ltd.

CPN Complex Co., Ltd.

Porto Worldwide Ltd.

CPN Residence Management Co.,

Ltd.

Global Retail Development &

Investment Limited

Central Plaza i-City Real Estate

Sdn. Bhd.

CPN Venture Sdn. Bhd

Global Commercial Property

Limited.

99.9%

12.0%

11.9%

56.0%

CPN Villiage Co., Ltd.

65.0%


Page | 21

100.0%

100.0%

83.5%

90.0%

100.0%

50.0%

51.0%

51.0%

35.0%

25.8%

25.0%

17.1%

100.0%

100.0%

100.0%

79.6%

100.0%

93.1%

100.0%

15.0%

100.0%

50.0% 50.0%

Central Pattana Plc.

CPN Pattaya Co., Ltd.

Thai Business Fund 4

Suanlum Property Co., Ltd.

Phraram 4 Development Co., Ltd.

Saladang Property Management Co.,

Ltd.

Synergistic Property Development Co.,

Ltd.

Common Ground (Thailand) Co., Ltd.

CPN and HKL Co., Ltd.

Viman Suriya Co., Ltd.

CPN Retail Growth Leasehold REIT

(CPNREIT)

CPN Commercial Growth Leasehold

Property Fund (CPNCG)

67.5%

Dusit Thani Pub Co., Ltd. (DTC)

Grand Canal Land Public Company

Limited (GLAND)

GLAND REIT Management Co., Ltd./1

Sterling Equity Co., Ltd.

Belle Development Co., Ltd.

Belle Assets Co., Ltd.

G Land Property Management Co., Ltd.

Rama 9 Square Co., Ltd.

Ratchada Assets Holding Limited

GLAND Office Leasehold Real Estate

Investment Trust (GLANDRT)/2

Rama 9 Square Hotel Co., Ltd.

Bayswater Co., Ltd.


Note: 1/ Company is in the process of liquidation

2/ GLANDRT is in the process of liquidation.


Page | 22

2.1.3. Shareholding structure of the Offeror


CPN

The Offeror

CPN City Co., Ltd.

Central Pattana Chonburi Co., Ltd.

Central Pattana Realty Co., Ltd.

Bangna Central property Co., Ltd.

CPN Complex Co., Ltd.

100.0%

56.0% 44.0%

100.0%

10.0%

100.0% 100.0%

90.0%


Page | 23

2.1.4. Revenue Structure of the Offeror

CPN as a shareholder who has controlling power or influence over the Offeror in setting

policy, management and business operation, the revenue structure of CPN can be shown as

follows:

Type of Business / Operated By % Of Year 2018 Year 2019 Year 2020

Shareholding Amount % Amount % Amount %

Shopping Centers 27,934.00 77.50 29,918.00 75.60 22,005.00 76.70

• Central Pattana Plc.

• Central Pattana Chiangmai Co., Ltd. 100.00

• Bangna Central Property Co., Ltd. 100.00

• Central Pattana Rama 3 Co., Ltd. 100.00


• Central Pattana Rattanathibet Co., Ltd. 100.00

• CPN Pattaya Co., Ltd. 100.00

• Central World Co., Ltd. 100.00

• Central Pattana Khon Kaen Co., Ltd. 78.10

• Central Pattana Realty Co., Ltd. 100.00

• Central Pattana Nine Square Co., Ltd. 97.70

• Central Pattana Development Co., Ltd. 100.00

• CPN Rayong Co., Ltd. 100.00

• CPN Korat Co., Ltd. 100.00

• CPN Global Co., Ltd. 100.00

• CPN Village Co., Ltd. 70.00

Offices 699.00 1.90 717.00 1.80 561.00 2.00



• Central Pattana Nine Square Co., Ltd. 97.70

Hotels 1,208.00 3.40 1,121.00 2.80 306.00 1.10



Residential Project 2,680.00 7.40 2,576.00 6.50 2,040.00 7.10


• CPN Residence Co., Ltd. 100.00

Food Centers 727.00 2.00 847.00 2.10 443.00 1.50


Page | 24

Type of Business / Operated By % Of Year 2018 Year 2019 Year 2020

Shareholding Amount % Amount % Amount %


• Central Food Avenue Co., Ltd. 100.00

• Central Pattana Chiangmai Co., Ltd. 100.00



• Central Pattana Rattanathibet Co., Ltd. 100.00


• Central Pattana Development Co., Ltd. 100.00


• CPN Rayong Co., Ltd. 100.00

• Central Pattana Realty Co., Ltd. 100.00


• Central Pattana Khon Kaen Co., Ltd. 100.00

• CPN Korat Co., Ltd. 100.00

• CPN Village Co., Ltd. 70.00

Grand Canal Land Plc. 67.50 519.00 1.40 1,984.00 5.00 1,460.00 5.10

Investment Income 26.00 0.10 54.00 0.10 91.00 0.30

Share of Profits from Investment

in Associates and Joint Ventures 1,055.00 2.90 1,232.00 3.10 785.00 2.70

Others 1,203.00 3.30 1,134.00 2.90 1,015.00 3.50

Total Revenues 36,051.00 100.00 39,583.00 100.00 28,705.00 100.00

Source: 56-1 One Report 2020 of CPN


Page | 25

2.1.5. Summary of financial position and operational performance of the Offeror

CPN is a shareholder who has controlling power or influence over the Offeror in setting

policy, management and business operation.

The IFA analyzes the financial position and operational performance of the CPN by using

the financial statements that have been audited by KPMG Phoomchai Audit Ltd. for the year of

2018 - 2020 and the 2nd quarter of 2021.

Consolidated profit and loss statement

Table of the CPN’s consolidated profit and loss statements in 2018 – 2020 and Q2 of 2021

2018 2019 2020 Q2 2021

THB mn % THB mn % THB mn % THB mn %

Revenue from rental and

services 29,025.86 86.06 31,843.17 86.72 24,848.32 89.18 11,359.95 90.94

Revenue from food center

services 733.02 2.17 851.46 2.32 446.09 1.60 166.25 1.33

Revenue from hotel

operation 1,207.83 3.58 1,120.53 3.05 306.07 1.10 114.45 0.92

Revenue from sale of real

estate 2,761.74 8.19 2,904.24 7.91 2,261.55 8.12 851.43 6.82

Total revenue 33,728.44 100.00 36,719.39 100.00 27,862.03 100.00 12,492.08 100.00

Cost of rental and services (14,143.04) (41.93) (15,480.79) (42.16) (13,055.14) (46.86) (6,274.52) (50.23)

Cost of food center services (332.15) (0.98) (394.00) (1.07) (303.89) (1.09) (139.39) (1.12)

Cost of hotel operation (423.01) (1.25) (378.50) (1.03) (166.18) (0.60) (95.80) (0.77)

Cost of real estate sales (1,564.74) (4.64) (1,833.05) (4.99) (1,511.85) (5.43) (583.52) (4.67)

Total expenses (16,462.94) (48.81) (18,086.34) (49.26) (15,037.05) (53.97) (7,093.24) (56.78)

Gross Profit 17,265.51 51.19 18,633.05 50.74 12,824.98 46.03 5,398.85 43.22

Investment income 115.14 0.34 187.17 0.51 1,098.70 3.94 691.53 5.54

Other incomes/1 1,613.08 4.78 1,683.42 4.58 4,200.38 15.08 3,400.55 27.22

Administrative expenses (6,114.29) (18.13) (6,838.81) (18.62) (5,535.52) (19.87) (2,606.18) (20.86)

Share of profit of joint

ventures and associates

accounted for using equity

method

987.15 2.93 1,292.26 3.52 1,041.59 3.74 324.09 2.59

Total expenses (3,398.92) (10.08) (3,675.97) (10.01) 805.15 2.89 1,809.99 14.49


Page | 26

2018 2019 2020 Q2 2021


Profit before income tax

expense 13,866.59 41.11 14,957.08 40.73 13,630.13 48.92 7,208.84 57.71

Finance costs (426.33) (1.26) (811.47) (2.21) (1,864.97) (6.69) (814.08) (6.52)

Profit before income tax

expense 13,440.26 39.85 14,145.61 38.52 11,765.16 42.23 6,394.76 51.19

Tax expense (2,056.90) (6.10) (2,336.36) (6.36) (2,148.44) (7.71) (1,272.90) (10.19)

Profit for the period 11,383.35 33.75 11,809.25 32.16 9,616.71 34.52 5,121.86 41.00

Source: Consolidated financial statements of the CPN for 2018 – 2020 and Q2 of 2021

Consolidated statement of financial position

Table of consolidated statement of financial position as of 2018 – 2020 and Q2 of 2021

2018 2019 2020 Q2 2021


Assets

Cash and Cash

equivalents 3,021.03 1.87 2,053.24 1.21 7,218.69 3.25 5,233.13 2.34

Short-Term Investments -

Net 45.52 0.03 1,001.37 0.59 2,006.24 0.90 2,828.54 1.27

Trade and Other

Receivables - Current -

Net

4,447.40 2.75 4,962.04 2.92 5,628.52 2.54 6,611.99 2.96

Short-Term Loan and

Interest Receivables - - - - - - 6.35 0.00

Inventories - Net 7,787.32 4.82 8,361.61 4.92 9,032.39 4.07 9,185.06 4.11

Total Current Assets 15,301.26 9.46 16,378.26 9.64 23,885.84 10.77 23,865.07 10.68

Restricted Deposits - Non-

Current 11.22 0.01 1.00 0.00 1.00 0.00 1.00 0.00

Non-Current Portion of

Lease Receivables - Net - - - - - - 17,058.21 7.64

Long-Term Investments -

Net 1,908.86 1.18 1,557.19 0.92 - - 2,824.71 1.26

Long-Term Investments

(Amended Account) 172.92 0.11 199.19 0.12 1,955.96 0.88 - -

Investment in Subsidiaries,

Associates and Joint 9,899.18 6.12 12,166.62 7.16 8,185.20 3.69 10,438.44 4.67


Page | 27

2018 2019 2020 Q2 2021


Ventures Using the Equity

Method - Net


Long-Term Loan

Receivables

4,518.47 2.79 5,166.69 3.04 932.28 0.42 1,023.52 0.46

Other Non-Current

Financial Assets - - - - 16,397.78 7.39 - -

Investment Properties -

Net 108,412.46 67.04 104,503.45 61.50 159,982.70 72.14 157,690.99 70.58

Property, Plant and

Equipment - Net 15,732.03 9.73 22,756.25 13.39 3,241.51 1.46 3,126.66 1.40

Goodwill - Net 1,036.49 0.64 1,036.49 0.61 1,036.49 0.47 1,036.49 0.46

Deferred Tax Assets 1,899.88 1.17 2,226.34 1.31 3,392.39 1.53 3,482.25 1.56

Other Non-Current Assets 2,815.04 1.74 3,941.56 2.32 2,762.35 1.25 2,861.05 1.28

Total Non-Current

Assets 146,406.56 90.54 153,554.77 90.36 197,887.67 89.23 199,543.31 89.32

Total Assets 161,707.83 100.0 169,933.03 100.00 221,773.51 100.00 223,408.37 100.00

Liabilities

Bank overdrafts and short-

term loans from financial

institutions

7,948.01 4.92 4,970.00 2.92 - - 4,430.00 1.98

Trade and Other Payables

- Current 11,234.51 6.95 9,446.46 5.56 7,922.44 3.57 7,626.99 3.41

Short-Term Borrowings 90.09 0.06 125.76 0.07 11,958.25 5.39 295.33 0.13

Current Portion of Long-

Term Debts 2,927.97 1.81 3,769.20 2.22 8,284.49 3.74 8,682.44 3.89

Contract Liabilities and

Unearned Rental Income -

Current

1,720.15 1.06 1,842.40 1.08 1,905.36 0.86 1,839.09 0.82

Current Portion of Lease

Liabilities - - - - - - 2,648.10 1.19

Provisions for Employee

Benefit Obligations -

Current

30.37 0.02 - - - - - -

Income Tax Payable 662.27 0.41 921.16 0.54 483.54 0.22 310.38 0.14

Total Current Liabilities 24,613.35 15.22 21,074.98 12.40 30,554.09 13.78 25,832.32 11.56


Page | 28

2018 2019 2020 Q2 2021


Trade and Other Payables

- Non-Current 418.02 0.26 - - - - - -


Long-Term Debts 19,522.15 12.07 25,163.54 14.81 71,841.59 32.39 34,002.97 15.22


Lease Liabilities - - - - - - 42,305.75 18.94

Other Non-Current

Financial Liabilities 7,692.52 4.76 8,027.66 4.72 7,865.71 3.55 7,672.25 3.43

Contract Liabilities and

Unearned Rental Income -

Non-Current

32,310.33 19.98 32,292.68 19.00 30,649.06 13.82 29,924.65 13.39

Long-Term Provisions 275.48 0.17 287.06 0.17 384.19 0.17 317.61 0.14

Provisions for Employee

Benefit Obligations - Non-

Current

430.96 0.27 649.37 0.38 730.90 0.33 765.17 0.34

Deferred Tax Liabilities 2,035.48 1.26 1,974.79 1.16 2,623.96 1.18 3,295.94 1.48

Other Non-Current

Liabilities 233.80 0.14 0.71 0.00 0.71 0.00 - -

Total Non-Current

Liabilities 62,918.74 38.91 68,395.79 40.25 114,096.12 51.45 118,284.33 52.95

Total Liabilities 87,532.09 54.13 89,470.77 52.65 144,650.21 65.22 144,116.64 64.51

Equity

Issued and Paid-Up Share

Capital 2,244.00 1.39 2,244.00 1.32 2,244.00 1.01 2,244.00 1.00

Premium (Discount) on

Share Capital 8,558.56 5.29 8,558.56 5.04 8,558.56 3.86 8,558.56 3.83

Retained Earnings

(Deficits) - - - -

Retained Earnings -

Appropriated 224.40 0.14 224.40 0.13 224.40 0.10 224.40 0.10

Retained Earnings

(Deficits) - Unappropriated 55,007.14 34.02 61,457.08 36.17 58,695.56 26.47 60,665.94 27.15

Treasury Shares - - - - 761.22 0.34 761.22 0.34

Other Components of

Equity (308.07) (0.19) (355.63) (0.21) (171.26) (0.08) 260.24 0.12

Non-Controlling Interests 8,449.72 5.23 8,333.86 4.90 8,333.25 3.76 8,099.81 3.63


Page | 29

2018 2019 2020 Q2 2021


Total Equity 74,175.74 45.87 80,462.26 47.35 77,123.30 34.78 79,291.73 35.49

Total Liabilities and

Equity 161,707.83 100.00 169,933.03 100.00 221,773.51 100.00 223,408.37 100.00

Source: Consolidated financial statements of the Company for 2018 – 2020 and Q2 of 2021

Key financial ratios

Table of the Company’s key financial ratios in 2018 – 22020 and Q2 of 2021

2018 2019 2020 Q2 2021

Liquidity Ratio

Current ratio Times 0.62 0.78 0.78 0.92

Quick ratio Times 0.31 0.38 0.49 0.57

Profitability ratio

Gross profit margin % 51.19 50.74 46.03 43.22

Operating profit margin % 41.11 40.73 48.92 57.71

Net profit margin % 33.75 32.16 34.52 41.00

Return on assets % 7.04 6.95 4.34 2.29

Return on equity % 17.32 16.37 13.98 7.19

Financial policy ratio

Debt to equity ratio Times 1.18 1.11 1.88 1.82

Interest coverage ratio Times 0.98 0.96 1.73 1.68

Dividend payout ratio % 31.92 42.47 65.33 -

Data on per share capital

Net book value per share THB 14.64 16.07 15.33 15.86

Net profit per share THB 2.54 2.63 2.14 1.14

Dividend per share THB 1.40 1.12 0.81 -

Source: The Company’s annual report 2020 and IFA’s opinion

2.1.6. Analysis of the Offeror’s operational Performance

Revenue

Revenue consists of revenue from rental and services, revenue from food center services,

revenue from hotel operation, and revenue from sale of real estate. During 2018 -2020, CPN has


Page | 30

revenue from main operation totally THB 33,728.44 million, THB 36,719.39 million and THB

27,862.03 million, respectively. In 2019, revenue equally to THB 36,719.39 million, increased by

THB 2,990.95 million or 8.87% from 2018 which was THB 33,728.44 million. This is because CPN

has opened 2 more shopping malls which are Central i-City which was opened in March 2019 and

Central Village which was opened in August 2019

In 2020, CPN had revenue equal to THB 27,862.03 million, decreased by THB 8,857.36

million or equivalent to 24.12% from 2019, which was THB 36,719.39 million. The main reason is

from the significantly decreasing in revenue from rental and services according to COVID-19

pandemic. In 2 02 0 , The Company was impacted by COVID-1 9 situation resulting a temporary

closure of 34 shopping malls between 45 - 56 days according to an announcement from

government sector. However, the Company still provides necessary services such as supermarket,

convenience stores, banks, drug stores, and food and beverages shops. After easing lockdown

restriction, the Company re-opened all malls from May 1 7 , 2 02 0 onwards. Subsequently, after

the second wave of the COVID-19 pandemic, CPN had to close some shopping centers again. As

a result of the above, CPN has continued to implement measures to assist tenants both during

the lockdown period with the exemption of rent for shops that are unable to open as usual. After

the reopening, there were the discount on the rent for some tenants according to the impact

received and at an appropriate level.

For the first half of 2 02 1 , the company has revenue, equally THB 1 2 ,4 92 . 0 8 million,

increased by THB 13.28 million or 1.06% from the first half of 2020, which was THB 12,478.80

million as CPN implemented the strategies to maintain the revenue to operate the business in

the current situation.


Page | 31

Gross Profit

Figure of revenue, gross profit, and gross profit margin of the Company in 2018 – 2020 and Q2 of 2021

During 2018 – 2020, averaged gross profit margin was equal to 49.32%. While, 2nd quarter

of 2021, gross profit margin was equal to 43.22% which decreased from 46.03% in 2020 by 6.11%.

The reason is that CPN was impacted by COVID-19 situation resulting a temporary closure of 34

shopping malls between 45-56 days since March 22, 2020 according to an announcement from

government sector. Moreover, during the last two weeks of December 2020, there was the second

wave of the COVID-19 pandemic occurred, the shopping centers in the affected areas had to

temporarily shut down which are 4 shopping centers in the country, causing a lot of impact to

tenants, thus, CPN has exempted rents and provides rental discounts to operators in shopping

centers to assist each entrepreneur as appropriate. These measures negatively affected to the

revenue of CPN to decrease while the cost was reduced at a lower proportion compared to

revenue. Consequently, CPN's gross profit margin declined significantly in 2 02 0 as well as Q2

2021, where gross margin was 43.22% due to the impact of the COVID-19 pandemic.

Administrative expense

Total administrative expenses constituted expenses on personnel, marketing & promotion,

office supplies, professional fees, and etc. During 2018 – 2020, CPN had administrative expense

51.19% 50.74%

46.03%

43.22%

38.00%

40.00%

42.00%

44.00%

46.00%

48.00%

50.00%

52.00%

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

2018 2019 2020 Q2 of 2021

Tim

es

THB

Mill

ion

Total Revenue Gross Profit Gross Profit Margin (Right Axis)


Page | 32

totally THB 6,114.29 million, THB 6,838.81 million and THB 5,535.52 million, respectively. In 2019,

administrative expense, equally THB 6,838.81 million, increased by THB 724.52 million or 11.85%

from 2018, which was THB 6,114.29 million. The increase is mainly attributed to higher personnel

due to the larger business size to support future business expansion as well as an increase in

rental expense incurred to CPNREIT for the sublet of Hilton Pattaya. The amount also includes

administrative expenses associated with GLAND’s operations since the acquisition in 3Q18

onwards.

In 2020, administrative expense, equally THB 5,535.52 million, decreased by THB 1,303.29

million or 19.06% from 2019, which was THB 6,838.81 million. The decrease is mainly attributed

to lower marketing & promotion expenses regarding to marketing activities deceleration if

compare to the normal situation to strictly control and minimizing risk of COVID-19 outbreak-19.

For the first half of 2021, CPN’s administrative, equally THB 2,595.66 million, decreased

by THB 332.89 million or 11.37% from first half of 2020 which was THB 2,928.55 million. This is

mainly due to the control of administrative expenses to be effective and consistent with the

decrease in revenue to maintain normal business operations in the current situation.

Net profit

Figure of the Company’s revenue, net profit and percentage of revenue in 2018 – 2020 and Q2 of 2021

41.11% 40.73%48.92% 57.71%

33.75% 32.16%34.52% 41.00%

0.00%

20.00%

40.00%

60.00%

80.00%

0

10,000

20,000

30,000

40,000

2018 2019 2020 Q2 of 2021

Tim

es

THB

Mill

ion

Total Revenue Profit Before Interest and Tax

Net Profit Margin EBIT Margin (Right Axis)

Net Profit Margin (Right Axis)


Page | 33

During 2018 – 2020, averaged net profit margin was equal to 33.48% and in the 2nd

quarter of 2021, net profit margin was equal to 41.00%. In 2019, the CPN has net profit equally

THB 11,809.25 million, which increased by THB 425.90 million or 3.74% from 2018, which was

THB 11,383.35 million. The reason was due to the increasing in revenue, gross profit margin,

operating profit margin, and share of profit of joint ventures and associates.

In 2020, net profit, equally THB 9,616.71 million, decreased by THB 2,192.54 million or

18.57% from 2019, which was THB 11,809.25 million. The reason was the impact from COVID-19

pandemic which reduce the revenue, and gross profit margin. Although the operating profit margin

increased to 48.92% and net profit margin increased to 34.52% in 2020 from the increase in other

incomes.

For the 2nd quarter of 2021, CPN had net profit equally THB 5,121.86 million, increased by

THB 66.83 million or 1.32% from the 2nd quarter of 2020 which was THB 5,055.03 million because

there was the decreasing in financial cost.

2.1.7. Analysis of the Offeror’s financial Position

Total assets

As of December 31, 2018, 2019 and 2020, CPN had total assets of THB 161,707.83 million,

THB 169 ,933 .03 million and THB 221 ,773 .51 million, respectively, which indicated a CAGR of

17.11%. As of June 30, 2021, CPN had total assets of THB 223,408.37 million by which its main

assets consist of investment properties of THB 157,690.99 million or 70.58% of total assets.

As of December 31, 2019, CPN had total assets of THB 169,933.03 million, increased by

THB 8,225.21 million or 5.09% from December 31, 2018 because the increase in inventory,

Property, Plant and Equipment and Investment in Subsidiaries, Associates and Joint.

As of December 31, 2020, CPN had total assets of THB 221,773.51 million, increased by

THB 51,840.47 million or 30.50% from December 31, 2019. The reason was the increasing in Cash

and cash equivalents, short-term investments, and investment properties which increase by THB

55,479 million due to the recognition of right-of-use of underlying assets from 2020 onwards,


Page | 34

whereas the leasehold rights decreased by THB 20,783 million due to the amount reclassification

under investment properties by the adoption of TFRS16, which is effective in 2020.

As of June 30, 2021, CPN had total assets of THB 223,408.37 million, increased by THB

1,634.87 million or 0.74% from June 30, 2020 because of the increase in non-current portion of

lease receivables, and Investment in Subsidiaries, Associates and Joint Ventures.

Total liabilities

As of December 31 , 2018 , 2019 and 2020 , CPN had total liabilities of THB 87 ,532 . 09

million, THB 89,470.77 million and THB 144,650.21 million, respectively, which indicated a CAGR

of 28.55%. As of June 30, 2021, CPN had total liabilities of THB 144,116.64 million by which its

main liabilities consist of long-term borrowings of THB 34,002.97 million or 23. 59% of total

liabilities, non-current portion of lease liabilities of THB 42,305.75 million or 29. 36% of total

liabilities, and contract liabilities and unearned rental income of THB 29,924.65 million or 20.76%

of total liabilities

As of December 31, 2019, CPN had total liabilities of THB 89,470.77 million, an increase of

THB 1,938.68 million or 2.21% from December 31, 2018 of THB 87,532.09 million. This was due

to an increase in long-term borrowing of THB 5,641.39 million which consist of borrowing from

financial institutions and investors including from related parties.

As of December 31, 2020, SF had total liabilities of THB 144,650.21 million, an increase of

THB 88,263.09 million or 103.5% from December 31, 2019. This came from an increase in short-

term borrowings and non-current portion of long-term debts of THB 11,832.49 million and THB

46,678.05 million, respectively.

As of June 30, 2021, CPN had total liabilities of THB 144,116.64 million, decreased by THB

533.56 million or 0.37% from June 30, 2020. This was mainly due to a decrease in short-term

borrowings of THB 11,662.92 million.


Page | 35

Total shareholders’ equity

Figure of total liabilities to total shareholders’ equity as of 2018 – 2020 and Q1 of 2021

As of December 31, 2018, 2019, and 2020, CPN had total shareholders’ equity equal to

THB 74,175.74 million, THB 80,462.26 million, and THB 77,123.30 million, respectively. As of June

3 0 , 2 02 1 , the total shareholders' equity was THB 79,291.73 million, which the change in total

shareholders' equity was due to the net profit of each year, dividends paid to Shareholders, and

other components of equity mainly from the result of the translation of the financial statements

of foreign entities.

As of December 3 1 , 2 01 9 , CPN's shareholders' equity was THB 80,462.26 million, an

increase of THB 6,286.53 million or 8.48% from December 31, 2018, which was THB 74,175.74

million. This was mainly due to an increase in unappropriated retained earnings of THB 6,450

million, a decrease in other components of equity of THB 48 million, mainly due to the translation

of financial statements of foreign entities, and the reduction of non-controlling interests in the

amount of THB 115.86 million.

As of December 31, 2020, CPN's shareholders' equity was THB 77,123.30 million, a decrease

of THB 3,338.96 million or 4.15% from December 31, 2010 due to A decrease in unappropriated

retained earnings of THB 2,761.52 million, and decreased from treasury shares during the year

1.181.11

1.881.82

0.00

0.50

1.00

1.50

2.00

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

2018 2019 2020 Q2 of 2021

Tim

es

THB

Mill

ion

Total Equity Total Liabilities Debt to Equity Ratio


Page | 36

amounting to THB 761 .22 million while the company's total liabilities increased. As a result, the

debt-to-equity ratio as of December 31, 2020 was 1.88 times, an increase from 1.11 times as of

December 31, 2019.

As of June 30, 2021, CPN's shareholders' equity was THB 79,291.73 million, an increase of

THB 2,168.43 million or 2.81% from December 31, 2020, which was 77,123.30. This was mainly

due to an increase in unappropriated retained earnings, and other components of equity. As a

result, the debt-to-equity ratio as of June 30, 2021 is 1.82 times.

2.1.8. Industry Overview

The COVID-19 pandemic in 2020 devastated Thailand’s economy. Formerly, the economic

prediction was for 2.0%-2.5% growth from expansion of the consumer and domestic investment

sector, improved trade war situation, and predicted increase in tourists in 2 02 0 . However, with

the spread of the COVID-1 9 pandemic, the GDP has halted and gradually decreased by -6 . 1% ,

recording an all-time low in the second quarter to -12.2%, the lowest in 22 years, mainly due to

the lockdown in the second quarter for one and a half months to stop the spread COVID-19.

In May 2 02 0 , after the lockdown was lifted when the spread came under control and

prevention measures were put in place, the Thai economy started to slowly recover. This is

mostly due to investment by the state through increased budget spending, acceleration of state

spending as well as consumers’ spending that improved due to economic incentives such as

Khon La Khreung (Let’s Go Halves), Shop Dee Mee Kuen (Shop and Payback), and the state welfare

card. However, the COVID-19 pandemic has left extensive economic scars: 1) closure of medium

and small businesses in the tourism and service sector, 2) increased unemployment from reduced

productivity and shuttering of the business sector as well as drought in agriculture, and 3 )

increased household and business debts.

Thailand has experienced significant growth in the retail segment over the past decade,

driven primarily by rapid urbanization, infrastructure development, rising middle class wealth and

incomes, and the exponential growth seen in inbound tourism. Total retail supply has grown

significantly in line with the industry and economic growth with the total retail supply in Bangkok

standing at circa 9 million sq.m. of net lettable area (NLA) (source: Knight Frank) and over 2 0


Page | 37

million sq.m. across Thailand in gross terms (source: Central Pattana Analysis with Jones Lang

LaSalle (JLL) retail data). Retail supply growth in Thailand has seen over 6% of stock added each

year on average with shopping mall trends being characterized by three key observations: 1)

Emergence of “Super Regional Suburban Malls” in key strategic gateway cities/provinces 2)

Growing trend in smaller Community & Neighborhood Malls in dense urban areas 3) Prominence

of more Mixed-use retail elements, as part of larger and ‘mega’ developments.

Supply of retail space and density in Bangkok is on par with neighboring cities like Manilla,

Kuala Lumpur, Jakarta and even Beijing, however remains less ‘over supplied’ than the likes of

Hong Kong and Singapore. While there is more room to grow in reach an ‘oversupplied’ situation

compared to prominent shopping destination countries, Bangkok remains cautious in its supply

pipeline given its lower consumer expenditure levels and forecast for tourism in the medium

term.

In 2 02 0 consumer confidence saw a significant drop due to employment layoffs, slower

economic growth and rising household debt. The Consumer Confidence Index (CCI) dropped from

70 in early 2020 down to 47 in April but has recovered slightly to 52 as at the start of December

2020. The retail sales index has also seen a significant drop from 260 in Q4/2019 to a low of 198

in Q2/2020 and recovered to 240 as at the start of Quarter 4 in 2020.

As a result of this, market occupancy currently sits around 92%-94% with the short-term

trend set to decline further due to the impacts of COVID-19 pandemic in 2020 and into 2021 .

Based on this situation, the market may have reached its peak in occupancy with rentals set to

decline in the short to medium term also to reflect lower demand. The market is forecasting a

drop of 2 0% -3 0%* to rentals as a result of lower domestic and international demand, global

economic uncertainty and lower household wealth due to COVID-19 pandemic.

The COVID-19 pandemic has also disrupted the retail sector through consumer’s adoption

of online shopping through e-commerce channels. While Thailand is relatively immature in terms

overall e-commerce penetration, which sits at 3%-4%, this sector has significant growth potential

in order to reach maturity. Markets like China, UK and the US has e-commerce penetration at


Page | 38

over 20% highlighting the rapid rate of disruption that technology and online commerce is set to

play to the Central Pattana business.

For second half of 2021, the retail industry tends to recover. Significant supply still remains

to be delivered for Thailand in 2021 at over 200,000 sq.m. in NLA terms. Domestic demand will

drive the majority of retail sales for 2 0 2 1 with continued government stimulus measures

supporting consumption and new Mass Rail Transport infrastructure lines boosting consumption

for the sector. Looking further ahead in the Medium to Long term horizon, significant risks remain

in the Bangkok market with new mega projects set to put further supply pressure to the retail

sector.

2.1.9. List of major shareholders of the Offeror

The Offeror

List of shareholders of the Offeror as of August 4, 2021 can be shown as follows:

Shareholder Number of Shares

(Shares) %

1. CENTRAL PATTANA PUBLIC COMPANY LIMITED 22,607,433 90.00

2. Bangna Central Property Company Limited/1 2,511,938 10.00

3. Mr. Kobchai Chirathivat 2 0.00

4. Mr. Prin Chirathivat 2 0.00

5. Ms. Wallaya Chirathivat 2 0.00

6. Mr. Sudhitham Chirathivat 2 0.00

7. Mr. Sudhipak Chirathivat 2 0.00

Total 25,119,381 Source: Form 247-4 Tender Offer for Securities of Siam Future Development Public Company Limited

Note: /1 Central Pattana Public Company Limited wholly owns directly and indirectly of Bangna Central Property Company

Limited



List of top ten shareholders of CPN as of June 30, 2021 can be shown as follows:


Page | 39

Shareholder Number of Shares

(Shares) %

1. CENTRAL HOLDING CO., LTD./1 1,176,343,960 26.21

2. Thai NVDR Co., Ltd. 275,325,834 6.14

3. BBHISL NOMINEES LIMITED/2 105,748,000 2.36

4. Social Security Office 96,900,800 2.16

5. South East Asia UK (TYPE C) Nominees Limited/2 94,569,707 2.10

6. State Street Europe Limited/2 83,124,775 1.85

7. Mr. Niti Osathanugrah 77,050,300 1.72

8. Bank of New York Mellon 69,811,612 1.56

9. Bank of Singapore Limited – THB SEG AC/2 57,968,648 1.29

10. UBS AG Singapore Branch/2 54,016,000 1.20

11 Others 2,397,140,364 53.41

Total/3 4,488,000,000 100.00 Source: Shareholder of CPN as of June 30, 2021 (latest internal book closing date)

Note: 1/ Shareholding of Chirathivat family (from one report for year 2020)

2/ The Share Registrar is not able to give details of the names of Shareholders; however, these nominee accounts do

not have any influence over the Company’s strategies or operational management

3/ CPN has repurchased a total of 17,153,300 shares on 5 September 2020. The total number of shares with voting

rights was 4,470,846,700 shares

2.1.10. List of Board of Directors of the Offeror

The Offeror

List of board of directors of the Offeror as of 9 September 2021 can be shown as follows:

Name Position

1. Mr. Sudhitham Chirathivat Director

2. Mr. Kobchai Chirathivat Director

3. Mr. Prin Chirathivat Director

4. Ms. Wallaya Chirathivat Director

5. Mr. Sudhipak Chirathivat Director


Page | 40

Name Position

6. Mr. Preecha Ekkunagul Director Source: The Offeror



List of board of directors of CPN as of 9 September 2021 can be shown as follows:

Name Position

1. Mr. Sudhitham Chirathivat Chairman

2. Mr. Karun Kittisataporn Lead Independent Director / Chairman of

the Nomination and Remuneration

Committee / Member of the Audit and

Corporate Governance Committee

3. Mr. Paitoon Taveebhol Independent Director / Chairman of the

Audit and Corporate Governance Committee

/ Chairman of the Risk Policy Committee

4. Mrs. Jotika Savanananda Independent Director / Member of the Audit

and Corporate Governance Committee /

Member of the Nomination and

Remuneration Committee

5. Mr. Veravat Chutichetpong Independent Director / Member of the Risk

Policy Committee

6. Mr. Suthikiati Chirathivat Director

7. Mr. Sudhisak Chirathivat Director / Advisory of the Nomination and

Remuneration Committee

8. Mrs. Nidsinee Chirathivat Director

9. Mr. Kobchai Chirathivat Director / Member of the Risk Policy

Committee / Member of the Nomination

and Remuneration Committee


Page | 41

Name Position

10. Mr. Prin Chirathivat Director / Member of the Risk Policy

Committee / Advisory of the Nomination

and Remuneration Committee

11 Mr. Suthipak Chirathivat Director

12 Mr. Preecha Ekkunagul Director / Member of the Risk Policy

Committee / President & CEO Note: SET’s website

2.2. The Company’s Information

2.2.1. General Information of The Company

Company Name Siam Future Development Public Company Limited

Address Esplanade Shopping Center Building, Ratchadaphisek, No. 9 9

Ratchadaphisek Road, Din Daeng Subdistrict, Din Daeng District,

Bangkok 10400 Thailand

Business Type Develop and manage shopping centers or projects related to retail

businesses in Thailand.

Telephone 0-2660-9000

Fax 0-2660-9010, 0-2660-9020, 0-2660-9030

Company

Registration Number 0107545000187

Website www.siamfuture.com

Establish Date August 29, 1994

Stock Exchange

Market

Stock Exchange of Thailand

(“SET”, “SET” or “SET”)

Industry real estate and construction

Sector real estate development

First Trade Date December 17, 2002

IPO Price 8.00 THB (par price 1.00 THB)

sf 111/21 7, 2021

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