-TranslationMarch 23, 2015 Subject: Amendment of Calculation for Asset Acquisition and Appointing of Independent Financial Advisor Attn:

The President The Stock Exchange of Thailand The Board of Director Meeting of DNA 2002 Public Company Limited (‘the Company’) no. 3/2015, held th

on 20 March 2015 has passed the resolutions relating to the acquisition of WPGE Petchaburi Co., Ltd. as following details; 1.

Referring to the Resolution of the Board of Director no. 2/2015 on 2nd March 2015 which approved the investment in WPGE Petchaburi Co., Ltd. namely P Power Plant Co., Ltd. (“PPP”), the subsidiary which the company holds 100 percent of shares, would buy ordinary shares of WPGE Petchaburi Co., Ltd. (“WPP”) from WP green Energy Co., Ltd. (“WPGE”) 5,610,000 shares or equal to 51 percent of total share of WPP after capital increasing, not exceed THB 56,100,000. The business plan of WPP is to manage waste from nearby community and to build waste to energy power plant with capacity of 2.3 megawatts. Nevertheless, the company has revised the calculation method of the size for the acquiring of mentioned above transaction to be compliance with the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of Information and other Acts of Listed Company concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (the “Major Transaction Rules”) as detail in Disclosure of Information Relating to Asset Acquisition (Enclosure 1). The Board of Director’s meeting of the company no. 3/2015 has passed the resolution to amend the resolution of Board of Director no. 2/2015 regarding the Approving of the investment in WPGE Petchburi Co., Ltd. which formerly approved only by the Board of Director, thus, revised to propose agenda to Extraordinary Shareholder General Meeting no. 2/2015 for approving of such asset acquisition accordingly. Moreover, the Record Date and the EGM Date will be set up and will be informed as soon as the Company's Board of Directors has a resolution regarding this.

2. The Board of Director’s meeting of the company no. 3/2015 has passed the resolution to appoint Independent Financial Advisor to comment on the acquisition of WPGE Petchburi Co., Ltd. Hence, the 1

company has selected I V Global Securities Public Company Limited to act as the Independent Finance Advisor (IFA) for such transaction eventually.

Please be informed accordingly. Best regards,

(Mr. Sittichai Gasornsombat) Director

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Enclosure 1 Disclosure of Information Relating to Asset Acquisition Of DNA 2002 Public Company Limited As the resolution from DNA 2002 Public Company Limited (the “Company”) Board of Directors Meeting no. 2/2015, held on 2 March 2015, had approved share acquisition in WPGE Petchaburi Co. Ltd. (“WPP”) from WP Green Energy Co., Ltd. (“WPGE”). However, the Company's Board of Directors Meeting no. 3/2015 dated 20 March 2015 had the resolution to propose the said transaction to the Extraordinary General Meeting No. 2/2015 for approval, since the said transaction has the value of 29.72% of the total assets, so that the total acquisition size of the total transaction within the 6 month period comparing to the total assets of the Company and its subsidiaries companies shall be equal to 57.82%, according to the financial report as at 31 December 2014. The said transaction is considered to be an asset acquisition of Class 1 transaction, the value of which is equal to 50 percent or more but lower than 100 percent, pursuant to the Notification of the Capital Market Supervisory Board No. ThorJor. 20/2551 entitled Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of Information and other Acts of Listed Company concerning the Acquisition and Disposition of Assets, B.E. 2547 (2004) and its amendments (the “Major Transaction Rules”). It is being stated that when a decision to enter into a Class 1 transaction is made, the Company shall prepare a report disclosing the transaction, appoint the Independent Financial Advisor (“IFA”), which IV Global Securities Plc. has been selected for this case, to give the opinions in connection with the transaction, and shall convene a shareholders’ meeting to approve the decision to enter into a transaction without delay. A resolution of the Shareholders’ Meeting to approve a decision to enter into a transaction hereunder must consist of at least three-fourths of the total votes of shareholders attending the meeting and having voting right, excluding the shareholders who have interest in the transaction. In this regards, the Board of Directors Meeting no.3/2015, dated 13 March 2015 had a resolution to propose the transaction to the Extraordinary General Meeting of shareholders No. 2/2015. The details of the transaction are as follow; Information on Acquisition of Assets of the Company 1. Transaction Date Buyer and Seller will enter into the share purchase agreement after the Extraordinary General Meeting of shareholders no. 2/2015 has a resolution of at least three-fourths of the total votes of shareholders attending the meeting and having voting right, excluding the shareholders who have interest in the transaction, to enter into a transaction and after both parties fulfill the condition precedents, which is expected to be done within Q2/2015. The Record Date and the EGM Date will be set up and will be informed as soon as the Company's Board of Directors has a resolution regarding this.

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2. The involved Parties and relationship with listed companies Parties

Detail

Seller

WP Green Energy Co., Ltd. (“WPGE”)1

Buyer

P Power Plant Co., Ltd. ("PPP"), the subsidiary company of DNA 2002 Public Company Limited

Relationship

Buyer and Seller have no relationship in term of those who are involved or/are the relatives of such person pursuant to ThorJor. 21/2551 entitled the Rules on Connected Transaction which refers to Notification of the Board of Governors of The Stock Exchange of Thailand Re: Disclosure of information and other acts of listed Companies concerning the Connected Transaction B.E.2546

1

Important in formation of the WPGE are as follow: Name of the Company

: WP Green Energy Co., Ltd.

Date of Establishment

: 28 November 2012

Juristic Person

: 0105555175883

Registration No. Office Address (Head

: 2521/39 BizTown Village (Lad Prao) Lad Prao Rd., Chaokhun Sing,

Office)

Wang Thonglang District, Bangkok

Authorized Capital

: 10.00 Million Baht – 1.00 million shares of Common Stock with 10.00 Baht Par Value per share

Paid-in Capital

: 6.25 Million Baht in Total: - 500,000 Shares paid for 10.00 Baht each or 5.00 Million Baht in Total - 500,000 Shares paid for 2.50 Baht each or 1250 Million Baht in Total

Business Description

: Providing the advisory service concerning the municipal waste management, the electricity generator and reseller, and investment advisory.

Board of Directors

: Member of the Board of Director as of 11 November 2014;: 1. Ms. Romchalee Chanprasit 2. Mr. Tanee Plookchareon 3. Mr. Tanawat Tishabhiramya

Authorized signatory

: Miss Rhomcharee sign with the company’s seal

Existing Shareholder on 4 August 2014 Shareholder’s Name 1. Ms.

Chanprasit

Amount

%

999,998

100.00

1

0.00

Romchalee 2. Mr. Tanee

Plookchareon

4

3. Mr.

Tishabhiramya

1

0.00

1,000,000

100.00

Tanawat Total

3. General Information of the Transaction PPP, the subsidiary company of DNA 2002 Public Company Limited., will invest in the newly issued shares of WPP which operates in the MSW management and has a plan to set up the MSW Power Plant. The Power Plant will have the installed capacity of 2.3 MW. The total investment cost of the project is set up approximately 340,000,000 Baht, which will have the D/E ratio of around 2:1. The project’s loan is anticipated to be 230,000,000 Baht and the equity investment shall be 110,000,000 Baht. The ordinary share of the project will be divided into 11,000,000 shares which has the par value of 10 baht each. PPP will invest in the newly issued shares of WPP 5,610,000 shares or equal to 51% of the total shares of WPP in the amount of THB 56,100,000 million. Eventually, WPP will become the subsidiary company of DNA. The proposed transaction is pursuant to the Acquisition and Disposal Notification No.20/2551 and the notification of The Stock Exchange of Thailand Re: Disclosure of information regarding the acquisition and disposition of assets of listed companies B.E. 2547, the highest volume of the cumulative transaction size equals to 57.82% of the Company's total assets, comparing to the Financial statement as of 31 December 2014, which is equal to 50% or more but lower than 100%, and was therefore classified as Class 1 Transaction under the asset size rule. Thus, the Company shall prepare a report disclosing the transaction, appoint the Independent Financial Advisor (“IFA”) to give the opinions in connection with the transaction, and shall convene a shareholders’ meeting to approve the decision to enter into a transaction without delay. The details of the calculation are as follows; 1) Method 1: Net Tangible Assets Shareholding portion x WPP's registered capital

=

Transaction size

=

12.91%

=

Transaction size

Net tangible assets of DNA 51%x 110,000,000 434,411,178 2) Method 2: Net Profit Shareholding portion x WPP's Net profit DNA's Net profit - Not applicable since the company is resulted with net loss in 2014 3) Method 3: Total value of consideration Amount of payments

= 5

Transaction size

Total assets of DNA 340,000,000

=

29.72%

1,144,107,672 4) Method 4: Total value of securities -

Not applicable as there is no share issued to make a payment for this transaction

However, considering the cumulative transaction size in the last 6 months from acquiring the Primetime Entertainment Co., Ltd. and the Primetime Solution Co., Ltd., the Company’s total transaction size was equivalent to 125,000,000 Baht or to 28.10% of the Company’s total asset. Therefore, the new acquisition of WPP, which is equal to 29.72% of company’s total asset according to the Method 3 for Total Value of Consideration, will raise the Company’s total transaction size to 57.82%. 4. Detail of the Acquiring Asset The Acquiring Asset

:

The newly issued share of WPP is expected to be in total of 5,610,000 shares or equals to 51% of the total shares of WPP after the capital raising.

General information of the Acquiring Asset Company Name

:

WPGE Petchaburi Co., Ltd.

Date of Establishment

:

8 July 2557

Juristic Person Registration No.

:

0105557097065

Office Address (Head Office)

:

2521/39 BizTown Village (Lad Prao) Lad Prao Rd., Chaokhun Sing, Wang Thonglang District, Bangkok

Plant Location

:

Tumbon Ta Lang, Amphor Tha Yang, Petchabuti Province.

Registered Capital

:

50.00 Million Baht – 5.00 million shares of Common Stock with 10.00 Baht Par Value per share

Paid-up Capital

:

20.00 Million Baht in Total: - 1,000,000 Shares paid for 10.00 Baht each or 10.00 Million Baht in Total - 4,000,000 Shares paid for 2.50 Baht each or 10.00 Million Baht in Total

Type of Business

:

Processing waste into electricity energy for commercial with installed capacity of 2.3 Megawatt

Board of Directors

:

As of 8 July2014, there are 3 directors; 1. Ms. Romchalee Chanprasit 2. Mr. Tanee Plookchareon 3. Mr. Tanawat Tishabhiramya 6

Authorized signatory

:

Ms. Romchalee Chanprasit sign with the company's seal

Shareholders' list as at 4 August 2014 List of shareholders

Shares

%

amount WP Green Energy Co., Ltd.

4,999,997

100.00

Ms. Romchalee Chanprasit

1

0.00

Mr. Tanee Plookchareon

1

0.00

Mr. Tanawat Tishabhiramya

1

0.00

5,000,000

100.00

Total Key financial information

(Unit: Million Baht) Financial data

8 July – 31 December2014* 16.53

Total assets Total liabilities

8.25

Shareholders' equity

8.28

- Fully paid-up shares capital of 1.00 million

10.00

shares - 25% paid-up share capital of 4.00 million

10.00

shares - Deficit

(11.72)

Revenues

0.67

Expenses

12.39 (11.72)

Net profits/ losses Remark:*Unaudited financial statement.

WPP is currently operating in landfill Management of municipal solid waste, and has submitted for the Power Purchase Agreement to the Provincial Electricity Authority (“PEA”) and has prepared the documents to submit for the Factory License (Ror Ngor 4) to the Department of Industrial Works, Ministry of industry. According to the tentative timeline of WPP, the project is anticipated the commercial operating date (“COD”) to be during the period of end of 2015 to Q1 2016 5. Total Value of Consideration Currently, WPP has total registered shares of 5,000,000 shares with the par value of 10 baht per share. The total registered capital equals to 50,000,000 baht. The Company has a plan to issue 6,000,000 new ordinary shares so that the total issued and paid-up shares will be 11,000,000 shares or equal to 110,000,000 baht of registered 7

capital. The new capital will increase of 60,000,000 baht. Therefore, PPP will subscribe 5,610,000 newly issued shares at the price of 10 baht per share in the total of 56,100,000 baht or equal to 51 percent of total shares. The total investment cost of the power plant is 340,000,000 Baht. The target D/E ratio is 2:1, so that the debt financing will be around 230,000,000 Baht and the equity investment is 110,000,000 Baht. Currently, WPP is in the process of negotiation with financial institutions for project financing totaling in 230,000,000 Baht. 6. Method Used for Determination of Consideration Value The transaction has terms and price in accordance with the general practice of merger and acquisition. The consideration value is determined by par value of WPP, a total investment value of 56,100,000 baht or 10 baht per share, the investment budget of the Waste-to-Energy Power Plant and the expected registered and paid-up capital of WPP after capital increase so as to build the project. The price has been mutually agreed by both parties. 7. Expected Benefits to the Company 1. Increase the revenues channel and diversify the risks from current major businesses of the Company to alternative energy business. However, investing in the alternative energy business can be considered as the risks as it is the new business to the Company. In order to prevent the problems, the Company has studied and evaluated the potential risks of the project and mitigates them, as well as to set up the precedent conditions before investing in the project. 2. Due to the support from Thai Government on new sources of electric power, the Project will receive the adder of 3.50 baht per kilowatt-hour for 7 years after COD, which is expected to be in the period of end of 2015 to Q1 2016. As a result, the Company will receive the good and stable returns in long term. 3. Improve brand image of the Company because the Project will help to solve the problems of municipal waste permanently without adding any water or air pollutions. 8. Sources of Funds The PPP will invest in WPP in the amount of THB 56,100,000. The source of fund comes from the subscription of the newly issued shares of DNA pursuant to the EGM No. 1/2014 dated 17 October 2014. 9. Other Important information - The change in shareholder structure from increasing the registered capital from THB 50 million to THB 110 million List of shareholders

Before Shares amount

1. P Power Plant Co., Ltd.

After %

Shares amount

%

-

-

5,610,000

51.00%

2. WP Green Energy Co., Ltd.

4,449,997

100.00%

4,014,997

36.50%

3. Ms. Romchalee Chanprasit

1

0.00%

1

0.00%

4. Mr. Tanee Plookchareon

1

0.00%

1

0.00%

8

5. Mr. Tanawat Tishabhiramya

1

0.00%

1

0.00%

6. Other shareholders*

-

-

1,375,000

12.50%

5,000,000

100.00%

11,000,000

100.00%

Total

Remarks: *Other investors in not the related nor the connected person of DNA and its subsidiaries companies. The change in management of WPP Before

After

1. Ms. Romchalee Chanprasit

1. Ms. Romchalee Chanprasit

2. Mr. Tanee Plookchareon

2. 1 Representative of WPP

3. Mr. Tanawat Tishabhiramya

3-5 Representative ofPPP

Authorized

Ms. Romchalee Chanprasitsign with

Ms. Romchalee Chanprasit co-sign with

Signatory

the company seal.

one representative of PPP with the Company seal.

Condition precedents 1. The decision to enter into the transaction will be based upon the resolution of the Extraordinary General Meeting of shareholders no. 2/2015. The resolution must contain at least three-fourths of the total votes of shareholders attending the meeting and having voting right, excluding the shareholders who have interest in the transaction. 2. The existing share of 5,000,000 shares must be fully paid up before the issuance of new shares. 3. The credit facility provided by the financial institutions to purchase the major property and equipment must be approved prior to the investment by DNA. Currently, WPP is in the process of negotiation with financial institutions for project financing. 4. The Seller will take responsibility to obtain Power Purchase Agreement (PPA) from Provincial Electricity Authority (PEA) for at least 2.3 MW and also gain approval of Factory Operating Permit (RorNgor 4) from Department of Industrial Works. 5. The Seller must propose the EPC Contract to DNA's Board of Director or its representative for consideration before making the decision. Joint Venture Agreement The Seller and its major shareholder will not do any business that can be considered as a direct or indirect competition with the Project in Petchaburi province by entering into the Non-Competition Clause, unless receive the written consent from the DNA's Board of Director. 10. Opinion of the Board of Directors regarding the Transaction Board of Directors and the audit committee have an opinion that the investment in WPP is rational and beneficial to the Company. This investment enhances the potential of the renewable energy business, and will improve the stability in both revenue and profit to the Company. And eventually, it will become a part to create the sustainable growth for the Company in the future. 9

11. Opinion of the Company's Board of Directors and/or Audit Committee which are different from the opinions of the Board of Directors according to clause 10 - None – 12. Shareholders Meeting: Delivery of Notice of Shareholders’ Meeting The Company will deliver the Notice of Extraordinary Shareholders Meeting No. 1/2015 together with report of IFA to the Stock Exchange within 5 business days before sending the notice to the shareholders. The Company will send the notice to the shareholders not less than 14 days before the meeting.

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