Hemaraj Land and Development Public : Submissionof the Opinion of the IFA on the T/O for Securities of HEMRAJ

4b08413c-8720-49cb-b048-df4d8e56f966.pdf

No. HRD 406/2015 21 December 2015

Subject: Submission of the Opinion of the Company on the Tender Offer for the Securities of Hemaraj Land and Development Public Company Limited (Form 250-2)

To: The President of the Stock Exchange of Thailand

Shareholders of Hemaraj Land and Development Public Company Limited

Attachments: 1. Copy of the Opinion of the Company on the Tender Offer for Securities of Hemaraj Land and Development Public Company Limited (Form 250-2)

2. Copy of the Opinion of the Independent Financial Advisor on the Tender Offer for Securities of Hemaraj Land and Development Public Company Limited

Reference is made to the fact that Hemaraj Land and Development Public Company Limited (the "Company") has received a copy of the Tender Offer for Securities of the Company (Form 247-4) from WHA Venture Holding Company Limited on 2 December 2015. The Company has consequently prepared an Opinion of the Company on the Tender Offer for Securities of the Company (Form 250-2) and JayDee Partners Company Limited as the independent financial advisor has provided an opinion on such tender offer for the Company's shareholders in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 40/2552 Re: Statement Form and Period for Preparing Opinion on Tender Offer.

The Company is therefore submitting herewith a copy of the Opinion of the Company on the Tender Offer (Form 250-2) and the Report of the Opinion of the Independent Financial Advisor on the Tender Offer.

Please be informed accordingly. Your sincerely,

(Mr.Krailuck Asawachatroj) Deputy Managing Director

Opinion of the Independent Financial Advisor Regarding the Delisting Tender Offer of Hemaraj Land and Development Public Company Limited

presented to

Shareholders of Hemaraj Land and Development Public Company Limited

by

JayDee Partners Limited

December 21, 2015

This English report of the Independent Financial Advisor's Opinion has been prepared solely for the convenience of foreign shareholders of Hemaraj Land and Development Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor's Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

Table of Contents
Page
Executive Summary		4
Section 1	Background
1.1 Information of the Transaction	7
1.2 Summary information of the Offerors	8
1.3 Source of funds of the Offeror for the acquisition of shares of the Company	13
Section 2	Opinion of the Independent Financial Advisor
2.1 Appropriateness of the Offer Price	14
2.2 Reasons to accept and/or reject the tender offer	35
2.3 Benefits or impacts of plans and policies stipulated in the Tender Offer and their viability	37
2.4 Benefits and impacts on the shareholders who decline the Tender Offer	39
2.5 Conclusion of the opinion of the Independent Financial Advisor	40
Appendix	Summary of the valuation report of the independent asset appraiser	41

Glossary	Full Name
The Company or HEMRAJ	Hemaraj Land and Development Public Company Limited
The Offeror or WHAVH	WHA Venture Holding Company Limited
WHA	WHA Corporation Public Company Limited
Independent Financial Advisor or IFA	JayDee Partners Limited
SET	The Stock Exchange of Thailand
SEC	The Office of the Securities and Exchange Commission
SL or the Independent Asset Appraiser	S.L. Standard Appraisal Co., Ltd.