Attachment 3 (Translation)

Opinion of the Independent Financial Advisor on 1. Disposal of assets and connected transactions Sale of ordinary shares in Thai Suzuki Motor Company Limited Termination of the Distributorship Agreement and the Dealership Agreements Sale-back of inventory and sale of ordinary shares in Zinphol Co., Ltd. 2. Voluntary delisting of shares

of

S.P. Suzuki Public Company Limited

Prepared by

Advisory Plus Company Limited August 31, 2010

Table of Contents Page Executive Summary

3

A. Opinion of the Independent Financial Advisor on disposal of assets and connected transactions

8

1. Nature and details of the transactions

8

1.1 Type and size of the transactions

8

1.2 Value of consideration and value of the disposed assets

11

1.3 Connected parties and nature of relationship

12

1.4 Details of the disposed assets

16

1.5 Motorcycle industry situation

26

2. Brief information of S.P. Suzuki Plc.

30

2.1 Business overview

30

2.2 Business risks

38

3. Reasonableness of the transactions

38

3.1 Objective and necessity of the transactions

38

3.2 Advantages and disadvantages of entering and not entering into the transactions

39

3.3 Advantages and disadvantages between entering into the transactions with connected parties and those with a third party, necessity for making the transactions with connected parties and reasons for not making the transactions with a third party

44

3.4 Fairness of prices and conditions of the transactions

45

4.

67

Conclusion of the IFA’s opinion

B. Opinion of the Independent Financial Advisor on delisting of the Company’s shares from the SET

68

1.

Rationale and appropriateness

68

2.

Impacts on the Company and minority shareholders

69

3.

Conditions of the delisting

71

4.

Opinion of the IFA regarding the offer price

72

5.

Conclusion of the IFA’s opinion on the delisting of SPSU shares

85

Attachment 1 Attachment 2

Land Valuation of Thai Suzuki Motor Company Limited by Adjustment Grid Sales Analysis Detail building and improvements of Thai Suzuki Motor Company Limited which appraised by appraiser

AP. 2553/085 August 31, 2010

Subject

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares of S.P. Suzuki Plc.

To

The Board of Directors and Shareholders S.P. Suzuki Plc.

The Board of Directors’ Meeting of S.P. Suzuki Plc. (“the Company” or “SPSU”) No. 6/2553 on July 16, 2010 passed crucial resolutions as follows: 1. Approval for the Company to sell the ordinary shares in Thai Suzuki Motor Co., Ltd.1 to Suzuki Motor Corporation2 and to execute a share sale and purchase agreement with Suzuki Motor Corporation, Thai Suzuki Motor Co., Ltd. and S.P. International Co., Ltd.; 3approval for the Company to terminate the Distributorship Agreement and the Dealership Agreements; and approval for the Company to sell inventory back to Thai Suzuki Motor Co., Ltd. and to sell the ordinary shares in Zinphol Co., Ltd., 4 its subsidiary. The above transactions are deemed as sales of some crucial parts of business to other parties in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 and are also considered disposals of nearly all of the existing assets used in the normal course of business, thus leading SPSU to become a cash company, whereby the Company has an intention to cease the operation of its core business of motorcycles distribution, in accordance with the Capital Market Supervisory Board’s Notification No. ThorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand (“SET”) Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 and its amendments (“Acquisition or Disposal Notification”). As such, the Company is required to disclose information about the transactions to the SET and must obtain approval from the shareholders’ meeting for these transactions with a vote of at least three-fourths of the total votes of shareholders attending the meeting and having the right to vote, excluding the shareholders with a conflict of interest.5

1

Thai Suzuki Motor Co., Ltd. is a producer and distributor of Suzuki motorcycles. Suzuki Motor Corporation is a Japan-based producer and supplier of motorcycles. 3 S.P. International Co., Ltd. is a dealer of Toyota cars. 4 Zinphol Co., Ltd. is a dealer of Suzuki motorcycles in the central region. 5 Comprising S.P. International Co., Ltd., C.A.R.S. Co., Ltd., Mrs. Anothai Phornprapha, Dr. Chumpol Phornprapha, Mr. Raksanit Phornprapha Mr. Satitpong Phornprapha and Ms.Prin Phornprapha, owning a stake in the Company as of March 11, 2010 of 30.38%, 30.38%, 1.14%, 1.14%, 2.66% 2.66% and 5.39% respectively. 2

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

At the same time, the termination of the Distributorship Agreement and sale of inventory back to Thai Suzuki Motor Co., Ltd. are regarded as connected transactions according to the Capital Market Supervisory Board’s Notification No. ThorChor. 21/2551 Re: Rules on Connected Transactions and the SET Board of Governors’ Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and its amendments (“Connected Transaction Notification”). This is because the Company and Thai Suzuki Motor Co., Ltd. similarly have S.P. International Co., Ltd. as their major shareholder. As a result, the Company is required to disclose information about the transactions to the SET and must obtain approval from the shareholders’ meeting for these transactions with a vote of at least three-fourths of the total votes of shareholders attending the meeting and having the right to vote, excluding the shareholders with a conflict of interest.5 Moreover, if the sale of ordinary shares in Zinphol Co., Ltd. is deemed to be a connected transaction in accordance with the Connected Transaction Notification, the Company will abide by the relevant rules and notifications. The above transactions will be put forward for the shareholders’ meeting’s consideration and approval case by case under separate sub-agenda items, consisting of (1) sale of ordinary shares in Thai Suzuki Motor Co., Ltd.; (2) termination of the Distributorship Agreement6 and the Dealership Agreements6; (3) sale-back of inventory to Thai Suzuki Motor Co., Ltd.; and (4) sale of ordinary shares in Zinphol Co., Ltd. However, the sale of ordinary shares in Thai Suzuki Motor Co., Ltd., if approved by the shareholders’ meeting, is yet conditional upon approval given by the shareholders’ meeting for all other transactions under sub-agenda items (2) through (4). In case the shareholders’ meeting disapproves the sale of ordinary shares in Thai Suzuki Motor Co., Ltd., the Company will not propose the rest transactions under sub-agenda items (2) through (4) as well as the delisting of SPSU shares to the shareholders’ meeting for consideration and approval. 2. Approval of the voluntary delisting of SPSU shares from the Exchange, which is also subject to approval from the shareholders’ meeting with a vote of at least three-fourths of the Company’s total paid-up shares and with no objection of more than 10% of its total paid-up shares. Likewise, the shareholders’ consideration of the said shares delisting is conditional upon approval given by the shareholders at the same meeting for all transactions described in 1 above. The Company will proceed with the shares delisting only after the shareholders’ meeting has approved the said delisting and all other relevant issues and the concerned parties have duly signed the share sale and purchase agreement and other related agreements. The shares delisting shall take effect after the concerned parties have duly completed the sale and purchase of shares in Thai Suzuki Motor Co., Ltd. as described in 1 above. It is noted that on July 16, 2010 the Company already entered into the agreement on sale and purchase of shares in Thai Suzuki Motor Co., Ltd. with Suzuki Motor Corporation, Thai Suzuki Motor Co., Ltd. and S.P. International Co., Ltd. The Company plans to arrange a presentation forum on September 14, 2010 to give recommendations pertaining to the said shares delisting and the proposal from the tender offeror. The Company has been notified by S.P. International Co., Ltd., its major shareholder, of the latter’s intention to make a general offer for all the Company’s shares at an offer price of Bt. 16.20 per share. The said tender offer, however, will not take place unless the concerned parties have completed the sale and purchase of shares in Thai Suzuki Motor Co., Ltd. as described in 1 above. The Company expects to complete the said sale and purchase of shares by the end of October 2010, which will be after the shareholders’ meeting has approved such shares selling.

6

Under the Distributorship Agreement, TSM has appointed the Company as its distributor of Suzuki motorcycles and parts in Thaiand, while under the Dealership Agreements the Company has appointed dealers to sell Suzuki motorcycles and parts to retail customers.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The Company has appointed Advisory Plus Co., Ltd. as the Independent Financial Advisor (“IFA”) to render opinion to the Board of Directors and shareholders of the Company regarding the disposal of assets, the connected transactions and the delisting of shares from the Exchange, as well as the appropriateness of other relevant transactions. As a basis of our analysis and rendering of opinion, we have studied the information and documents available from the Company and the information disclosed publicly such as resolutions of the Company’s Board of Directors, information memorandum on the transactions, Form of Report on Delisting of Shares, annual registration statement (Form 56-1), auditor’s reports, financial statements, draft agreements in respect of the transactions in 1, assumptions for financial projection, assets appraisal reports, agreements pertaining to the business operation, and other documents obtained from SPSU and related companies, including interviews with the management of SPSU and related companies, SET statistical data regarding listed companies in the industry sector related to the Company’s business and the appraised assets, and the assessment of relevant industry situation and economic factors. Our opinion is provided based on the assumption that the information and documents obtained from the Company and from interviews with the Company’s management are true, correct and complete without any changes in material aspect. We have considered such information thoroughly and reasonably according to the professional standards. Additionally, we have rendered our opinion based on the economic environment and the information prevailing at the time of this study. Therefore, if there is any material change in the said factors, it may significantly affect the Company and the transactions described herein, as well as the shareholders’ decision. The IFA accordingly cannot affirm whether there will be any material impact on the Company in the future. Our opinion can be summed up as follows: Executive Summary SPSU Board of Directors’ Meeting No. 6/2553 on July 16, 2010 passed crucial resolutions on 1) approval for the Company to sell the ordinary shares in Thai Suzuki Motor Co., Ltd. (“TSM”) to Suzuki Motor Corporation (“SMC”) and to execute a share sale and purchase agreement with SMC, TSM and S.P. International Co., Ltd. (“SPI”); approval for the Company to terminate the Distributorship Agreement and the Dealership Agreements; and approval for the Company to sell inventory back to TSM and to sell the ordinary shares in Zinphol Co., Ltd. (“Zinphol”), its subsidiary. The above transactions are deemed as sales of some crucial parts of business to other parties in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 and are also considered disposals of nearly all of the existing assets used in the normal course of business in accordance with the Capital Market Supervisory Board’s Notification No. ThorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand (“SET”) Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 and its amendments (“Acquisition or Disposal Notification”), thus leading SPSU to become a cash company, whereby the Company has an intention to cease the operation of its core business of motorcycles distribution. At the same time, the termination of the Distributorship Agreement and sale-back of inventory to TSM are regarded as connected transactions. Moreover, if the sale of ordinary shares in Zinphol is deemed to be a connected transaction in accordance with the Capital Market Supervisory Board’s Notification No. ThorChor. 21/2551 Re: Rules on Connected Transactions and the SET Board of Governors’ Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and its amendments (“Connected Transaction Notification”), SPSU will further abide by the relevant rules and notifications. The Board of Directors also resolved on 2) approval for a voluntary delisting of SPSU shares from the SET. The shareholders’ consideration on the said shares delisting is conditional upon approval given by the shareholders at the same meeting for all transactions described in 1) above.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The assets disposal mentioned above has been prompted by the fact that SMC, which plans to operate the Suzuki motorcycle distribution in Thailand by itself, has proposed SPSU to terminate the Distributorship Agreement made with TSM and has offered to take up from the Company the entire 18.78% stake it holds in TSM. Accordingly, the Company is also to terminate the Dealership Agreements with all dealers and has requested TSM to buy back the inventory under Suzuki brand that was procured from TSM. If the Company discontinues the motorcycle distribution business, it also needs to dispose of shares in Zinphol, which is its subsidiary and motorcycle dealer in certain areas. Sale of TSM shares The Company will sell its entire stake in TSM to SMC, consisting of 5,088 ordinary shares with a par value of Bt. 10,000 per share representing 18.78% of TSM’s total paid-up shares, at the price of Bt. 131,666.61 a share or a total of Bt. 666,919,712.66. Such price is yet to include dividend receivable from TSM at Bt. 26,504.00 per share or Bt. 134,852,352.00 in total, resulting in a total amount obtainable by the Company from the sale of TSM shares and the dividend of Bt. 804,772,064.66. This will not only help to boost its working capital and liquidity, but also enable the Company to additionally recognize gains on shares selling and income from dividend and total assets. Nonetheless, the sale of TSM shares will lead to a loss of opportunity to receive dividend out of the retained earnings of TSM in the future. The sale of TSM shares is regarded as a Category-2 transaction under the Acquisition or Disposal Notification. The maximum transaction size, calculated on the basis of total value of consideration, is equal to 32.8% of total assets of the Company and its subsidiary according to the Company’s consolidated financial statement ended June 30, 2010 and TSM’s audited financial statement ended December 31, 2009. In the sale of TSM shares, the Company and Phornprapha Group, consisting of SPI, Mrs. Anothai Phornprapha, Mr. Satitphong Phornprapha and Dr. Chumpol Phornprapha, holding a stake in TSM of 18.78%, 16.79%, 6.74%, 0.03% and 0.03% respectively (making up an aggregate shareholding of 42.37% by the Company and Phornprapha Group in TSM), have mutually agreed to sell their shares in TSM to SMC at the same price of Bt. 131,666.61 per share. The IFA has appraised TSM shares by different approaches as follows:

Approaches of TSM share valuation

Valuated price (Bt./share)

Agreed transaction price (Bt./share)

Valuated price (lower) than agreed transaction price Bt.

%

1.

Book value approach

103,295.19

131,666.61

(28,371.42)

(21.55)

2.

Adjusted book value approach

121,676.57

131,666.61

(9,990.04)

(7.59)

3.

Price to book value approach

89,247.04 - 101,332.58

131,666.61

(30,334.03 - 42,419.57)

(23.04 - 32.22)

4.

Discounted cash flow approach

Not applicable due to negative net cash flow throughout the projection period

The IFA deems that the adjusted book value approach is most suitable for the share valuation, with the share price valuated at Bt. 121,676.57 per share, which is lower than the agreed transaction price of Bt. 131,666.61 per share by Bt. 9,990.04 per share or 7.59%. The IFA further views that the terms of share payment are fair and consistent with the business norms and will by no mean cause the Company to lose any benefit. Termination of the Distributorship Agreement and Dealership Agreements The termination of the Distributorship Agreement made with TSM will lead SPSU to no longer engage in the Suzuki motorcycle distribution business, thereby helping it to eliminate further loss from this business and have an opportunity to invest in other more promising and lucrative

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

business. However, since the Company has not yet planned on future investment and business after a halt of the existing business, its shareholders will bear risk from uncertainties in the Company’s future business direction and income sources, as well as risk of the Company’s shares being delisted. There is no cost incurred from the said agreement termination. The IFA views that the said agreement termination is fair to the Company and aligned with the intention of the Company and its subsidiary to cease operation of the existing business, whereby the Company will not lose any benefit. Besides, TSM has agreed to buy back the inventory at a determined maximum price, thus relieving the Company’s burden of holding the inventory after the agreement termination. The above transaction is regarded as a disposal of assets by listed company, whereas the termination of the Distributorship Agreement is deemed as a connected transaction because SPI is the major shareholder of both the Company and TSM. The Distributorship Agreement and Dealership Agreements are valueless since it has been projected that the Company’s future operation under the said Distributorship Agreement and Dealership Agreements will show negative net cash flow and that it will experience a steady drop in sales income. Moreover, the Company risks failing to be granted an extension of the Distributorship Agreement with TSM, considering that TSM also has distributed motorcycles through its own dealers, whereas the Distributorship Agreement and Dealership Agreements are non-transferable to a third party without consent from the other agreement party. Therefore, the size of this transaction does not reach the level requiring the Company to seek the shareholders’ approval according to the Acquisition or Disposal Notification and the Connected Transaction Notification. Sale-back of inventory to TSM TSM will buy back the inventory at the same price as the price at which it sold those products to the Company, with the price of the items aged more than one year likely to be adjusted downward based on their condition. The total buy-back amount is limited at Bt. 82,000,000. The Company expects that the inventory will reduce continually as the motorcycles are still being sold for the time being, and that by the timeline set for the inventory buy-back, the remaining inventory will not exceed the said buy-back limit. The sale of inventory back to TSM will help mitigate risk of failure to dispose of the inventory after the Company’s cessation of the motorcycle distribution business, as well as eliminate the burden and expenses on inventory management. The buy-back price that is set equal to the cost price at which the products were supplied by TSM will make the Company unable to earn a margin that it will obtain from the usual product distribution. Furthermore, the Company will even suffer a loss from selling back the items aged over one year as they are to be discounted from the cost price according to their condition. The Company has already set aside allowance for decline in value of such inventory. The IFA is of the opinion that the determined maximum sale-back price is fair. The Company itself will be able to dispose of the products almost totally at a cost price and will post only some loss from the items aged over one year that will be discounted according to their condition. The Company usually sets aside an allowance for decline in value of the inventory remaining in stocks for a long time. Therefore, no impact will be posed on the Company from the sale-back of inventory. The sale-back of inventory to TSM is regarded as a disposal of assets of listed companies in accordance with the Acquisition or Disposal Notification. The maximum transaction size, calculated on the basis of total value of disposed assets, is equal to 4.7% according to the Company’s consolidated financial statement ended June 30, 2010. Hence, the transaction, judging from its size, does not fall into Category 1, 2, 3 and 4 under the Acquisition or Disposal Notification. However, this transaction is deemed as a connected transaction according to the Connected Transaction Notification as both the Company and TSM have SPI as their major shareholder. The transaction size is equal to 4.7% of net tangible assets of the Company and its

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

subsidiary according to the Company’s consolidated financial statement ended June 30, 2010. Sale of Zinphol shares The Company intends to sell its entire stake in Zinphol, consisting of 2,099,965 ordinary shares with a par value of Bt. 100 per share representing 99.99% of Zinphol’s total paid-up shares, at the price of not less than Bt. 24,000,000. This transaction results from the termination of the Distributorship Agreement with TSM and the Dealership Agreements with all SPSU dealers, including Zinphol, following which Zinphol will no longer engage in and generate any income from this business. As such, to retain the shareholding in Zinphol will be a burden for the Company from investment in an entity that gives no yield. The disposal of Zinphol shares will post a loss to the Company due to the necessity to undertake a financial restructuring in Zinphol in order to turn its net worth into positive before proceeding with the said share disposal. As of June 30, 2010, Zinphol had negative net worth of Bt. 66.11 million. On July 22, 2010, it increased the registered capital by Bt. 80 million from Bt. 130 million to Bt. 210 million. From an appraisal of Zinphol’s value after the said capital increase and book value adjustment in respect of the items likely arising from the business discontinuation, the book value of Zinphol shares is estimated at Bt. 6.46 million. Should the Company retain the shareholding in Zinphol, it will have to set aside an allowance for impairment loss on investment of around Bt. 73.54 million (before the recapitalization of Zinphol, the Company invested in Zinphol shares at a total cost price of Bt. 133 million and has made full provision for impairment loss on such investment). If the Company sells Zinphol shares at not less than Bt. 24 million, it will post a loss from such additional investment in an amount not over Bt. 56 million. Besides, the Company will lose an opportunity to enjoy the tax benefit from the retained losses of Zinphol. The sale of Zinphol shares is regarded as a disposal of investment in other company that results in such company being terminated as a subsidiary or associated company of the listed entity. The maximum transaction size, calculated on the basis of total value of consideration, is equal to 8.2% according to the Company’s consolidated financial statement ended June 30, 2010. Hence, the transaction, judging from its size, does not fall into Category 1, 2, 3 and 4 under the Acquisition or Disposal Notification. The Company is currently finding a suitable buyer of Zinphol shares. If this transaction is deemed to be a connected transaction in accordance with the Connected Transaction Notification, the Company will abide by the relevant rules and notifications. The IFA has appraised Zinphol shares by different approaches as follows: Valuated price (lower than) minimum offer price Bt. million %

Valuated price (Bt. million)

Minimum offer price (Bt. million)

1. Book value approach

13.89

24.00

(10.11)

(42.13)

2. Adjusted book value approach

6.46

24.00

(17.54)

(73.08)

12.01 - 13.61

24.00

(10.39 - 11.99)

(43.29 - 49.96)

Approaches of Zinphol shares valuation

3. Price to book value approach

The IFA deems that the adjusted book value approach is most suitable for the share valuation, with the valuated price of Bt. 6.46 million, which is lower than the minimum offer price of Bt. 24.00 million by Bt. 17.54 million or 73.08%. To sum up, the IFA is of the opinion that the disposals of assets, consisting of the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of Zinphol shares, are reasonable with fair transaction prices and conditions and the shareholders will benefit from all these transaction.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

In addition, the request for voluntary delisting of SPSU shares is considered reasonable. The Company will dispose of almost all of its assets used in the usual course of business and intends to cease the core business of motorcycle distribution, while not yet having any plan on its future investment and operation. Therefore, after completion of the above mentioned transactions, the Company will become a cash company and accordingly disqualified as a listed entity. It will risk being delisted from the Exchange if it fails to engage in a new business within the period of time specified by the SET, thereby likely impacting its shareholders. After the delisting, the Company will lose the benefits of a listed entity such as tax exemption on dividend receivable from entities established under Thai laws or from mutual funds. However, the Company will not be impacted from a loss of such tax benefit since it expects that the assets disposal process will be completed by the end of December 2010 and the delisting will not take effect until early 2011. Therefore, the Company will continue as a listed entity until the beginning of 2011. The minority shareholders who will continue to hold shares in the Company after the delisting will be affected by a lack of trading liquidity; a limited opportunity to enjoy capital gains and, for shareholders who are individual persons, no tax exemption on capital gains; a smaller access to the Company’s news and information; an inability to maintain checks and balances against the major shareholders if, after the tender offer, Phornprapha Group owns 75% or more of the Company’s shares; and risk from holding shares in an entity that has not operated any business. Within 30 days after obtaining approval from the shareholders and concerned agencies for the shares delisting, the Company is obliged to change its name in order to ensure that the Company’s new name does not bear ‘Suzuki’ or any other similar term, and must not use Suzuki logo or trademark in any business activities. However, the said condition does not prejudice the Company’s right to operate any business in the future. As a result, the share delisting and general tender offer will be an alternative for the shareholders desiring not to continue holding the shares to tender their shares at the offer price of Bt. 16.20 a share. The IFA has appraised SPSU shares by various methods as follows:

Valuation approaches

Valuated price (Bt./share)

Offer price (Bt./share)

Valuated price higher (lower) than offer price Bt. %

1.

Book value approach

13.51

16.20

(2.69)

(16.60)

2.

Adjusted book value approach

15.97

16.20

(0.23)

(1.42)

3.

Price to book value approach

12.97 - 14.73

16.20

(1.47 - 3.23)

(9.07) - (19.94)

4.

Market value approach

6.14 - 7.11

16.20

(9.09 - 10.06)

(56.11) - (62.10)

The IFA deems that the share price valuated by the adjusted book value approach is appropriate because this method can better reflect the net asset value as at the present than all other approaches and is most suitable for the share valuation of SPSU which will discontinue its operation and still has no plan on its future investment and business operation. The share price is valuated by this approach at Bt. 15.97 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 0.23 per share or 1.42%. In addition, the said offer price is not lower than the highest of the prices computed according to the guidelines prescribed in the notification of the Securities and Exchange Commission regarding the tender offer for delisting of shares.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

It is noted that in case the Company successfully disposes of Zinphol shares by 2010, it will relatively bear a lowered tax expense (loss from sale of Zinphol shares of Bt. 189 million can be deducted from gain on sale of TSM shares, thus helping to reduce tax expense). The share price appraised by the adjusted book value approach is Bt. 16.33 per share, which is higher than the offer price of Bt. 16.20 per share by Bt. 0.13 or 0.80%. Nonetheless, the Company is still searching for a potential buyer of Zinphol shares and it remains unclear whether it can complete the sale of Zinphol shares by 2010. At the same time, the fair price of Zinphol shares is valuated by the IFA at Bt. 6.46 million, which is remarkably lower than the expected minimum selling price of Bt. 24 million. Based on these factors, the sale of Zinphol shares will unlikely happen any time soon. A. Opinion of the Independent Financial Advisor on disposal of assets and connected transactions 1. Nature and details of the transactions 1.1 Type and size of the transactions 1.1.1 Sale of ordinary shares in Thai Suzuki Motor Co., Ltd. (“TSM”) The Company will sell its entire stake in TSM to Suzuki Motor Corporation (“SMC”) consisting of 5,088 ordinary shares with a par value of Bt. 10,000 per share, representing 18.78% of TSM’s total paid-up shares, at the price of Bt. 131,666.61 a share or a total of Bt. 669,919,712.66. Such price is yet to include dividend receivable from TSM at Bt. 26,504.00 per share or Bt. 134,852,352.00 in total, thus resulting in a total amount obtainable by the Company from the sale of TSM shares and the dividend of Bt. 804,772,064.66. (the Company was fully received dividend from TSM on July 20,2010) The sale of TSM shares is regarded as a Category-2 asset disposal by listed companies under the Acquisition or Disposal Notification. The maximum transaction size, calculated on the basis of total value of consideration, is equal to 32.8% of total assets of the Company and its subsidiary according to the Company’s consolidated financial statement ended June 30, 2010 and TSM’s audited financial statement ended December 31, 2009. In the sale of TSM shares, the Company and Phornprapha Group, consisting of SPI, Mrs. Anothai Phornprapha, Mr. Satitphong Phornprapha and Dr. Chumpol Phornprapha, holding a stake in TSM of 18.78%, 16.79%, 6.74%, 0.03% and 0.03% respectively (making up an aggregate shareholding of 42.37% by the Company and Phornprapha Group in TSM), have mutually agreed to sell their shares in TSM to SMC at the same price of Bt. 131,666.61 per share. 1.1.2 Termination of the Distributorship Agreement and the Dealership Agreements Under the above mentioned TSM shares sale and purchase agreement, SMC shall terminate the Distributorship Agreement made between the Company and TSM on June 29, 2005 and the Company shall terminate the Dealership Agreements made between the Company and its dealers. Under the Distributorship Agreement, TSM has appointed the Company as its distributor of Suzuki motorcycles and parts, while under the Dealership Agreements the Company has appointed dealers, including Zinphol Co., Ltd., its subsidiary, to sell Suzuki motorcycles and parts to retail customers. The said agreement termination is deemed as a disposal of assets according to the Acquisition or Disposal Notification. However, the Distributorship Agreement and Dealership

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Agreements are valueless since it has been projected that the Company’s future operation under the said Distributorship Agreement and Dealership Agreements will show negative net cash flow and that it will experience a steady drop in sales income. 7 Moreover, the Company risks failing to be granted an extension of the Distributorship Agreement with TSM, considering that TSM also has distributed motorcycles through its own dealers, whereas the Distributorship Agreement and Dealership Agreements are non-transferable to a third party without consent from the other agreement party. Therefore, the size of this transaction does not reach the level requiring the Company to seek the shareholders’ approval according to the Acquisition or Disposal Notification. Besides, the termination of the Distributorship Agreement is also regarded as a connected transaction according to the Connected Transaction Notification as the Company and TSM similarly have S.P. International Co., Ltd. as their major shareholder. As mentioned above, since the value of the Distributorship Agreement could not be estimated, the size of this transaction does not reach the level requiring the Company to seek the shareholders’ approval according to the Connected Transaction Notification. 1.1.3 Sale-back of inventory to TSM The Company intends to sell inventory, comprising motorcycles and parts, back to TSM, whereby TSM will repurchase those items at the same price as the price at which it sold those products to the Company and the price of the items aged more than one year might be adjusted downward based on their condition. As of March 31, 2010, the Company had Bt. 101,650,534 worth of motorcycles remaining in stock, consisting of the items aged more than one year of Bt. 13,847,834 or 13.62% of total motorcycles in stock. The Company expects that the inventory will reduce continually as the motorcycles are still being sold for the time being, and believes that the remaining inventory by the timeline set for inventory sale-back to TSM will decrease to not over Bt. 82,220,000 at cost price. TSM has set the buy-back amount at not exceeding Bt. 82,000,000. If the inventory to be sold is worth less than the said repurchase limit, TSM will buy the inventory only at their actual value and will not increase the buy-back price up to the said maximum repurchase amount. On the contrary, if the total value of the inventory exceeds such buy-back limit, TSM agrees to buy the inventory only up to the said maximum amount. As of June 30, 2010, the inventory to be sold back to TSM was composed of 1,904 motorcycles worth approximately Bt. 71.50 million, with the items aged more than one year accounting for around Bt. 6.53 million. The remainder worth Bt. 64.97 million are the products aged 180 - 360 days. It has been agreed between the Company and TSM that by the timeline set for the inventory sale-back if these products will be more than one year old, TSM confirms that it will not lower the buy-back price because the products are still in market demand. However, upon the date scheduled for the inventory sale-back to TSM (by the end of 2010), the value of such inventory will likely change, given that the Company could before such date sell out some of these products. In addition, the Company may purchase the motorcycles under Suzuki brand from Zinphol for further sale-back to TSM at the value that will not lead the total sale-back value to TSM to exceed the above mentioned limit of Bt. 82 million. The Company has already stopped placing new orders for the products from TSM since July 2010, except where there is a specific order from any dealer.

7

In 2008, the Company and its subsidiary recorded total revenues from sales and services of Bt. 1,731.86 million, which fell to Bt. 1,618.29 million in 2009 or by 6.56% year on year. The said revenues have declined by an average 17.67% per year over the past five years (compound annual growth rate).

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The sale-back of inventory to TSM is regarded as a disposal of investment in other company that results in such company being terminated as a subsidiary or associated company of the listed entity. The maximum transaction size, calculated on the basis of total value of disposed assets, is equal to 4.7% according to the Company’s consolidated financial statement ended June 30, 2010. Hence, the transaction, judging from its size, does not fall into Category 1, 2, 3 and 4 under the Acquisition or Disposal Notification since the transaction size is less than 15% and this is not the case of issuance of securities in exchange for an asset acquisition. In addition, this transaction is deemed as a connected transaction according to the Connected Transaction Notification as the Company and TSM similarly have S.P. International Co., Ltd. as their major shareholder. The transaction size is equal to 4.7% of net tangible assets of the Company and its subsidiary according to the Company’s consolidated financial statement ended June 30, 2010. The size of this transaction is greater than 3% of net tangible assets of the Company and its subsidiary, which according to the Connected Transaction Notification is deemed as a material transaction. Accordingly, the Company is required to report and disclose the transaction to the SET and to seek approval from the shareholders’ meeting with a required vote of at least threefourths of the total votes of the shareholders or their proxy (if any) attending the meeting and having the right to vote, excluding the shareholders with a conflict of interest. 1.1.4 Sale of ordinary shares in Zinphol Co., Ltd. (“Zinphol”) The Company intends to sell its entire stake in Zinphol, consisting of 2,099,965 ordinary shares with a par value of Bt. 100 per share representing 99.99% of Zinphol’s total paid-up shares, at the total price of at least Bt. 24,000,000. (As of July 16, 2010, which was the date SPSU Board of Directors gave approval for the disposal of Zinphol shares, the Company held 1,299,965 shares in Zinphol. Later on July 22, 2010, the Company additionally acquired 800,000 newly issued shares, bringing its total stake in Zinphol to 2,099,965 shares.) The sale of Zinphol shares is regarded as an asset disposal by listed companies. The maximum transaction size, calculated on the basis of total value of consideration, is equal to 8.2% according to the Company’s consolidated financial statement ended June 30, 2010. Hence, the transaction, judging from its size, does not fall into Category 1, 2, 3 and 4 under the Acquisition or Disposal Notification since the transaction size is less than 15% and this is not the case of issuance of securities in exchange for an asset acquisition. The Company is currently acquiring a suitable buyer of those shares. If this transaction is deemed to be a connected transaction in accordance with the Connected Transaction Notification, the Company will abide by the relevant rules and notifications. Furthermore, the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of Zinphol shares as described in sub-items 1.1.1 - 1.1.4 above are all deemed as sales of some crucial parts of business to other parties in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 and are also considered disposals of nearly all of the existing assets used in the normal course of business, thus leading SPSU to become a cash company, whereby the Company has an intention to cease the operation of its core business of motorcycles distribution, in accordance with the Acquisition or Disposal Notification. As such, the Company is required to disclose information about the transactions to the SET and must obtain approval from the shareholders’ meeting for these transactions with a vote of at least three-fourths of the total votes of shareholders attending the meeting and having the right to vote, excluding the shareholders with a conflict of interest.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

1.2 Value of consideration and value of the disposed assets 1.2.1 Sale of TSM shares -

The agreed value of consideration for the 5,088 TSM shares, representing 18.78% of TSM’s paid-up registered capital, to be sold to SMC is Bt. 669,919,712.66 in total or about Bt. 131,666.61 per share.

-

The dividend receivable from TSM is Bt. 134,852,352.00 in total or Bt. 26,504.00 per share (the said dividend was already paid by TSM to the Company on July 20, 2010).

-

Therefore, the total value of consideration for TSM shares is Bt. 804,772,064.66.

The above value of consideration has been preliminarily estimated by the Company based on the offer price from TSM, which is higher than the book value of the shares shown in TSM’s audited financial statement as of December 31, 2009 after adjustment of fixed assets and investments in subsidiaries, associated companies and other companies. According to the Company’s reviewed consolidated financial statement as of June 30, 2010, the 5,088 TSM shares, representing 18.78% of TSM’s paid-up registered capital, have a book value of Bt. 90.76 million. 1.2.2 Termination of the Distributorship Agreement and Dealership Agreements The value and consideration cannot be estimated because it has been found from the Company’s past and projected future performance under the Distributorship Agreement and Dealership Agreements that its sales revenues have dropped consistently and its net cash flow from operations turns out negative. Moreover, the Company risks failing to be granted an extension of the Distributorship Agreement with TSM, considering that TSM also has had its own distributors to sell its motorcycles. 1.2.3 Sale-back of inventory to TSM The inventory to be sold back to TSM will be repurchased by TSM for a total value limited at Bt. 82,000,000.00. The Company expects that by the timeline set for the inventory saleback, the remaining inventory for sale will have a cost value of not over Bt. 82,220,000. The inventory will be sold back at the price equal to the price at which it was distributed by TSM to the Company or, for the items aged over one year, at a discounted price based on the condition of each of those items, with the discount expected at 10% of the cost price. As of June 30, 2010, the inventory to be sold back to TSM was composed of 1,904 motorcycles worth approximately Bt. 71.50 million, with the items aged more than one year accounting for around Bt. 6.53 million. The remainder worth Bt. 64.97 million are the products aged 180 - 360 days. It has been agreed between the Company and TSM that by the timeline set for the inventory sale-back if these products will be more than one year old, TSM confirms that it will not lower the buy-back price because the products are still in market demand. However, upon the date scheduled for the inventory sale-back to TSM (by the end of 2010), the value of such inventory will likely change, given that the Company could before such date sell out some of these products. In addition, the Company may purchase the motorcycles under Suzuki brand from Zinphol for further sale-back to TSM at the value that will not lead the total sale-back value to TSM to exceed the above mentioned limit of Bt. 82 million. The Company has already stopped placing new orders for the products from TSM since

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

July 2010, except where there is a specific order from any dealer. 1.2.4 Sale of Zinphol shares The 2,099,965 Zinphol shares, representing 99.99% of Zinphol’s paid-up registered capital, will be sold at a total price not less than Bt. 24,000,000. As of June 30, 2010 (prior to the date of capital increase of Bt. 80 million by Zinphol), the book value as shown in Zinphol’s financial statement was in deficit of Bt. (66.11) million. Later on July 22, 2010, Zinphol raised its registered capital by Bt. 80 million from Bt. 130 million to Bt. 210 million. The Company is presently in the process of acquiring a potential buyer of those Zinphol shares. 1.3 Connected parties and nature of relationship 1.3.1 Sale of TSM shares Seller

:

S.P. Suzuki Plc.

Buyer

:

Suzuki Motor Corporation (“SMC”), an entity registered in Japan

1.3.2 Termination of the Distributorship Agreement and Dealership Agreements Parties to the Distributorship Agreement

:

S.P. Suzuki Plc. and Thai Suzuki Motor Co., Ltd.

Parties to the Dealership Agreements

:

S.P. Suzuki Plc. and each of its authorized dealer

1.3.3 Sale-back of inventory to TSM Seller

:

S.P. Suzuki Plc.

Buyer

:

Thai Suzuki Motor Co., Ltd.

1.3.4 Sale of Zinphol shares Seller

:

S.P. Suzuki Plc.

Buyer

:

- Under consideration of a potential buyer -

- Relationship between the concerned parties and extent of interest of the connected persons SPSU’s major shareholders include S.P. International Co., Ltd. (SPI), C.A.R.S. Co., Ltd. (CARS) and Phornprapha Group, which as of March 11, 2010 (latest register book closing date) owned a stake of 30.38%, 30.38% and 12.99% respectively. Some of Phornprapha Group members serve as directors in certain related companies. Here are details of their relationship and extent of interest of the connected persons: Shareholders who are connected persons of the Company 1. S.P. International Co., Ltd. (SPI)

2. C.A.R.S. Co., Ltd. (CARS)

Nature of relationship Being a major shareholder of both SPSU and TSM, with a stake of 30.38% in SPSU and 16.79% in TSM - Having Phornprapha Group as a major shareholder, whereby this group is also a major

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Shareholders who are connected persons of the Company 3. Mrs. Anothai Phornprapha

-

4. Dr. Chumpol Phornprapha

-

-

5. Mr. Raksanit Phornprapha

-

-

6. Mr. Satitphong Phornprapha

-

7. Miss Prin Phornprapha

-

Nature of relationship shareholder of SPSU and TSM Being a major shareholder of SPSU, with a stake of 30.38% Serving as director of TSM, SPI and CARS Owning a stake in SPSU, TSM, SPI, CARS and Zinphol of 1.14%, 6.74%, 30.97%, 35.00% and 0.0002% respectively Being a spouse of Dr. Chumpol Phornprapha and mother of Miss Prin Phornprapha Serving as chairman of SPSU and director of TSM, SPI and CARS Owning a stake in SPSU, TSM, SPI, CARS and Zinphol of 1.14%, 0.03%, 39.00%, 35.00% and 0.0002% respectively Being a spouse of Mrs. Anothai Phornprapha, elder brother of Mr. Raksanit Phornprapha and Mr. Satitphong Phornprapha, and father of Miss Prin Phornprapha Serving as director of SPSU, SPI, CARS and Zinphol Owning a stake in SPSU, SPI, CARS and Zinphol of 2.66%, 15.00%, 15.00% and 0.0002% respectively Being younger brother of Dr. Chumpol Phornprapha and elder brother of Mr. Satitphong Phornprapha Serving as director of SPSU, TSM, CARS and Zinphol Owning a stake in SPSU, TSM, SPI, CARS and Zinphol of 2.66%, 0.03%, 15.00%, 15.00% and 0.0002% respectively Being younger brother of Dr. Chumpol Phornprapha and Mr. Raksanit Phornprapha Owning a stake of 5.39% in SPSU Being daughter of Mrs. Anothai Phornprapha and Dr. Chumpol Phornprapha

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Relationship between SPSU and its shareholders Mrs. Anothai Phornprapha Dr. Chumpol Phornprapha Mr. Raksanit Phornprapha * Mr. Satitphong Phornprapha Miss Prin Phornprapha ** 99.97%

99.98%

SPI

CARS

6.81% 12.99% 30.38%

SMC

30.38% SPSU

16.79% 18.78%

52.05%

99.99%

Zinphol

TSM

Notes: * Mr. Raksanit Phornprapha is not a shareholder of TSM . ** Miss Prin Phornprapha is a shareholder of only one entity, SPSU. Sources of information include list of major shareholder of SPSU affidavit as of 11 March 2010 (latest closing date) which may change after latest book closing for Extraordinary General Meeting of Shareholders no. 1/2553 Sources of information shareholder of SPI affidavit as of 30 April 2009 and TSM affidavit retrieved from Ministry of Commerce as of 24 August 2010 () Nature of business of related companies: SPSU : Distributor of motorcycles and parts CARS : Holding company SMC : Producer and supplier of motorcycles in Japan SPI : Dealer of Toyota cars TSM : Producer and supplier of motorcycles Zinphol : Dealer of Suzuki motorcycles in the central region Abbreviations of related companies: SPSU: S.P. Suzuki Plc. SMC: Suzuki Motor Corporation TSM: Thai Suzuki Motor Co., Ltd.

CARS: SPI: Zinphol:

C.A.R.S. Co., Ltd. S.P. International Co., Ltd. Zinphol Co., Ltd.

At SPSU Board of Directors’ Meeting No. 6/2553 held on July 16, 2010, Dr. Chumpol Phornprapha, Mr. Satitphong Phornprapha and Mr. Raksanit Phornprapha, who are the directors having a conflict of interest in the termination of the Distributorship Agreement and the sale-back of inventory to TSM, which are deemed as connected transactions under the Connected Transaction Notification, did not participate in the said meeting and did not cast their votes on these transactions.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

SPSU’s business structure (before entering into the transactions) Thai Suzuki Motor Co., Ltd.

S.P. Suzuki Plc. Distributor of motorcycles and parts

Zinphol Co., Ltd. Dealer of motorcycles and parts

Retail customers in the central region

Ban Suzuki Co., Ltd. Distributor of motorcycles and parts

Dealers

Dealers

Retail customers nationwide (except 14 southern provinces)

Retail customers in 14 southern provinces

Dealers

Retail customers nationwide (except 14 southern provinces)

SPSU’s business structure (after entering into the transactions) The Company and its subsidiary (Zinphol) intend to discontinue the core business as a distributor and dealer of Suzuki motorcycles and do not have any plan on investment and operation in the future. Therefore, they will not engage in any business and wish to delist the Company’s shares from the Exchange.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

1.4 Details of the disposed assets 1.4.1 Ordinary shares of Thai Suzuki Motor Co., Ltd. (“TSM”) SPSU will sell 5,088 shares in TSM, representing 18.78% of TSM’s total paid-up shares, to Suzuki Motor Corporation. Here is the profile of TSM: Profile of TSM Thai Suzuki Motor Co., Ltd. (“TSM”) was incorporated in 1967 as a subsidiary of Suzuki Motor Corporation (“SMC”) to produce and distribute motorcycles and parts and outboard engines for small boats. Starting commercial operation in July 1968, TSM currently has a maximum motorcycle production capacity of 360,000 units/year. It has obtained the ISO 9001:2000 and ISO 14001:2007 certifications and the production quality certification from the Ministry of Industry. TSM has a paid-up registered capital of Bt. 270.91 million. Its office and factory are situated at 31/1 Rangsit-Ongkharak Road, Bung Yitho Sub-district, Thanyaburi District, Pathum Thani Province. Board of Directors and shareholders ƒ TSM Board of Directors as of February 5, 2009 was composed of 15 members as follows: 1. Mr. Osamu Suzuki * 2. Dr. Chumpol Phornprapha 3. Mr. Satitphong Phornprapha 4. Mrs. Anothai Phornprapha 5. Mr. Kamol Prasertnoppakhun * 6. Mr. Masato Watanabe 7. Miss Patama Phornprapha 8. Mr. Kasunori Watanabe * 9. Mr. Masanobu Saito * 10. Mr. Manusak Laparojkit 11. Mr. Chinso Nakanichi 12. Mr. Kenji Yamamoto * 13. Mr. Koichiro Hirao * 14. Mr. Akihiro Kangawa 15. Mr. Pisit Soisuwan Note:

*

Authorized directors

Authorized signatories: Mr. Osamu Suzuki authorized to sign with the company’s seal affixed; or any two of Mr. Masanobu Saito, Mr. Kasunori Watanabe and Mr. Koichiro Hirao to co-sign with the company’s seal affixed; or any one of Mr. Masanobu Saito, Mr. Kasunori Watanabe and Mr. Koichiro Hirao to co-sign with either Mr. Kenji Yamamoto or Mr. Kamol Prasertnoppakhun with the company’s seal affixed

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

ƒ Shareholders As of December 31, 2009, TSM had a paid-up registered capital of Bt. 270,910,000, divided into 27,091 ordinary shares with a par value of Bt. 10,000 per share. Details of the shareholders appearing in the share register as of April 30, 2008 are as follows: No. 1. 2. 3. 4. 5. 6. 7. 8. 9.

Name Suzuki Motor Corporation (SMC)1/ S.P. Suzuki Plc. S.P. International Co., Ltd. (SPI)2/ Mrs. Anothai Phornprapha Ban Suzuki Co., Ltd. Dr. Chumpol Phornprapha Mr. Satitphong Phornprapha Mr. Kasunori Watanabe Mr. Masanobu Saito Total

No. of shares 14,102 5,088 4,548 1,826 1,507 9 9 1 1 27,091

% 52.05 18.78 16.79 6.74 5.56 0.03 0.03 0.004 0.004 100.00

Notes: 1/ SMC is listed on Tokyo Stock Exchange in Japan. 2/

SPI is owned by the Phornprapha family, with shareholders consisting of Mrs. Anothai Phornprapha, holding 30.97% of SPI’s total paid-up capital, Dr. Chumpol Phornprapha, 39%, Mr.Raksanit Phornprapha, 15%, and Mr.Satitphong Phornprapha, 15%.

Summary of operating results and financial position ƒ Table summarizing TSM’s financial statements for 2007-2009 Unit : Bt. 000’s Income statement Sales revenues Other revenues Total revenues Cost of sales Selling and administrative expenses Total expenses Profit before finance cost and income tax Finance cost Corporate income tax Net profit (loss) Balance sheet Current assets Cash and cash equivalents Trade accounts receivable-net Long-term loans to employees-current portion

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2007

2008

2009

9,999.59 296.01 10,295.60 9,905.83 647.40 10,553.22 (257.62) 0.00 0.00 (257.63)

10,170.80 410.49 10,581.29 9,796.27 842.27 10,638.53 (57.24) 0.00 0.00 (57.24)

5,725.13 245.45 5,970.58 5,881.20 658.76 6,539.96 (569.38) 0.01 0.00 (569.39)

2,491.93 1,022.25

1,812.65 1,672.58

1,803.81 1,076.46

4.86

5.08

4.37

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Unit : Bt. 000’s Other receivables Inventories Refundable value added tax Other current assets Total current assets Non-current assets Long-term investments Long-term loans to employees Property, plant and equipment-net Land not utilized in the operation Expenses payable in advance Other non-current assets Total non-current assets Total assets Liabilities and shareholders’ equity Current liabilities Trade accounts payable Other payables Accrued fees payable Accrued sales subsidies payable Payments receivable in advance from customers Short-term reserves Other current liabilities Total current liabilities Non-current liabilities Pension reserves Customs duty reserves Total non-current liabilities Total liabilities Shareholders’ equity Issued and paid-up capital Premiums on shares Unrealized gains on available-for-sale securities Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity

2007 8.85 470.18 196.68 95.48 4,290.23

2008 10.94 743.27 118.73 46.07 4,409.33

2009 11.48 538.45 91.11 23.26 3,548.93

82.48 1.36 873.72 1.90 0.00 8.08 967.55 5,257.78

82.78 0.14 817.57 1.90 22.09 6.81 931.30 5,340.62

121.56 1.14 728.64 1.90 17.67 6.21 877.13 4,426.06

1,385.92 51.51 90.82 42.99

1,420.44 97.87 91.42 45.41

1,005.72 104.90 58.23 47.03

54.82 1.74 50.06 1,677.85

103.52 3.28 47.26 1,809.20

61.54 109.51 44.67 1,431.60

158.16 35.52 193.68 1,871.53

166.90 35.52 202.42 2,011.62

159.82 36.27 196.09 1,627.70

270.91 88.00

270.91 88.00

270.91 88.00

0.00 3,027.34 3,386.25 5,257.78

0.00 2,970.09 3,329.00 5,340.62

38.75 2,400.71 2,798.37 4,426.06

Notes: 1. TSM has not prepared a quarterly financial statement that is reviewed or audited by the auditor. 2. The financial statements for 2007-2009 were audited by Miss Thanawan Anuratbodi of Deloitte Touche Tohmatsu Jaiyos Co., Ltd., an auditor approved by the Office of the Securities and Exchange Commission.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

ƒ Key financial ratios

Current ratio (time) Quick ratio (time) Accounts receivable turnover ratio (time) Collection period (day) Inventory turnover ratio (time) Selling period (day) Accounts payable turnover ratio (time) Repayment period (day) Gross profit margin (%) Net profit margin (%) Return on equity (%) Return on assets (%) Debt to equity ratio (time)

2007 2.56 2.28 9.78 37 48.57 8 6.91 53 0.9 (2.5) (7.61) (4.90) 0.55

2008 2.43 2.03 7.55 48 27.10 13 6.71 54 3.7 (0.5) (1.70) (1.08) 0.60

2009 2.48 2.10 4.17 88 13.07 28 4.58 80 (2.7) (9.5) (18.58) (11.66) 0.58

ƒ Analysis of operating results and financial position Operating results in 2007-2009 In 2007-2009, TSM recorded total revenues of Bt. 10,296 million, Bt. 10,581 million and Bt. 5,971 million respectively, growing by 3% in 2008 and shrinking 44% in 2009. Around 96%-97% of revenues came from sales income, which accounted for Bt. 10,000 million in 2007, Bt. 10,171 million in 2008, and Bt. 5,725 million in 2009. Sales growth in 2008 was contributed by an increase in local distribution of motorcycles and outboard engines. A dramatic drop in sales income in 2009 resulted primarily from the global and Thai economic downturn, causing a decline in sales of all categories of TSM products. Other revenues were Bt. 296 million in 2007, Bt. 410 million in 2008 and Bt. 245 million in 2009, composed of interest and dividend income, gains on foreign exchange, refund from tax coupon, and others. Cost of sales amounted to Bt. 9,906 million in 2007, Bt. 9,796 million in 2008 and Bt. 5,881 million in 2009, representing 99.06%, 96.32% and 102.73% of sales revenues respectively, with gross profit margin (loss) standing at 0.94%, 3.68% and (2.73)%. The sharp decrease in gross profit margin to a loss in 2009 was caused by a substantial fall in sales, whereas cost, especially fixed cost, could not be partially cut down to be on par with the shrinking sales volume. Selling and administrative expenses rose by 30% from Bt. 647 million in 2007 to Bt. 842 million in 2008 and then decreased by 22% to Bt. 659 million in 2009. The increase in selling and administrative expenses in 2008 was attributed to a drastic rise in marketing expenses and personnel expenses. The drop in these expenses in 2009 resulted from a decline in marketing expenses in line with the falling sales revenues. TSM posted a net loss successively during 2007-2009 in an amount of Bt. 258 million, Bt. 57 million and Bt. 569 million, representing a net loss margin of 2.50%, 0.54% and 9.54% respectively. This was a result of a high selling cost when compared with total sales, leading to a low gross profit that could not cover the selling and

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

administrative expenses in each year. In 2008, the net loss declined from a year earlier thanks to growth in gross profit from an increase in sales, with a drop in costs. The tremendous increase in net loss in 2009 was ascribed largely to a heavy fall in sales and an inability to curtail costs and expenses in tandem with shrinkage in sales. Financial position as of the end of 2007-2009 As of the end of 2007-2009, TSM had total assets of Bt. 5,258 million, Bt. 5,341 million and Bt. 4,426 million respectively, up by Bt. 83 million in 2008 and down by Bt. (915) million in 2009. A considerable decline in total assets in 2009 came from a decrease in current assets, consisting of accounts receivable and inventories, in line with the heavy fall in sales revenues in that year. TSM’s assets comprised mainly of cash and cash equivalents, trade accounts receivable, property, plant and equipment, and inventories. In 2007-2009, cash and cash equivalents amounted to Bt. 2,492 million, Bt. 1,813 million and Bt. 1,804 million respectively, making up the largest portion of 47.40%, 33.94% and 40.75% of total assets. Coming second were trade accounts receivable, amounting to Bt. 1,031 million, Bt. 1,684 million and Bt. 1,088 million or 19.61%, 31.52% and 24.58% of total assets in 2007-2009 respectively. Property, plant and equipment and inventories aggregately constituted around 25.56%, 29.23% and 28.63% of total assets in 2007-2009 respectively. Total liabilities as of the end of 2007-2009 were Bt. 1,872 million, Bt. 2,012 million and Bt. 1,628 million respectively, rising by Bt. 140 million in 2008 and dropping by Bt. 384 million in 2009. The decrease in total liabilities in 2009 stemmed from a sharp decline in trade accounts payable in line with the shrinking sales revenues. Total liabilities largely were current liabilities consisting of trade accounts payable of Bt. 1,386 million, Bt. 1,420 million and Bt. 1,006 million or 74.05%, 70.61% and 61.79% of total liabilities in 2007-2009 respectively. The remainder were reserves, other payables, payments receivable in advance from customers, accrued items payable, and others. Short-term reserves surged remarkably from just Bt. 2 million – Bt. 3 million in 2007-2008 to Bt. 110 million in 2009 due to recognition of compensation payable to raw material suppliers to offset the shortfall in purchase order volume from the agreed minimum purchase quantity. Shareholders’ equity as of the end of 2007-2009 stood at Bt. 3,386 million, Bt. 3,329 million and Bt. 2,798 million respectively. It decreased by Bt. 57 million in 2008 and Bt. 531 million in 2009 owing to the successive loss incurred from the operation. 1.4.2 The Distributorship Agreement and Dealership Agreements The Distributorship Agreement concerns with TSM appointing the Company as its distributor of Suzuki motorcycles and spare parts in all regions of Thailand, except 14 southern provinces where Ban Suzuki Co., Ltd. serves as its distributor. The agreement is valid for 10 years from November 1, 2005 to October 31, 2015. The Company has been an authorized distributor of TSM’s Suzuki motorcycles for more than four decades through continual extension of the said agreement. At the same time, the Company and Phornprapha Group are major shareholders of TSM with an aggregate holding of about 42.38% of TSM’s paid-up shares.

The Dealership Agreements concern with the Company appointing dealers to sell motorcycles and parts to retail customers all over the country (except 14 southern provinces) for a term of about five years. As set forth in those agreements, the Company may terminate the

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

agreements with the dealers when it deems appropriate by so notifying them in writing at least 30 days in advance. The termination of the above agreements must be effected no later than December 2010. The Company is unable to estimate the price of both agreements because it has been found from its past and projected future performance that revenues from sales of the products have dropped steadily and its net cash flow from operations has been in deficit. Moreover, the Company risks failing to be granted a renewal of the Distributorship Agreement considering that TSM has also sold motorcycles through its own distributors. 1.4.3 Inventory In the disposal of TSM shares, SMC and TSM agree for the Company to sell inventory back to TSM, consisting of motorcycles and parts that are still in market demand and in good condition, at the price at which TSM sold the products to the Company or at a discounted price for the items aged over one year in a total amount not over Bt. 82.0 million. As of June 30, 2010, the inventory to be sold back to TSM was composed of 1,904 motorcycles valued at approximately Bt. 71.50 million, of which around Bt. 6.53 million was the items aged more than one year and to be discounted by roughly 10% from the cost price. 1.4.4 Ordinary shares of Zinphol Co., Ltd. (“Zinphol”) The Company will sell its total stake of 2,099,965 shares in Zinphol with a par value of Bt. 100 per share, representing 99.99% of Zinphol’s paid-up share capital. The Company is presently in the process of acquiring a potential buyer of those shares. Profile of Zinphol An SPSU subsidiary (99.99% owned by the Company), Zinphol was founded by Phornprapha Group, incorporated in 1979 in the name of Zin Credit Co., Ltd. to distribute motorcycles, parts and accessories with a start-up capital of Bt. 2 million. It was renamed Zinphol Co., Ltd. in 1984. Then in 1994, S.P. Suzuki Co., Ltd. acquired shares in Zinphol from the existing shareholders who also were the same group of its shareholders, accounting for 99.99%. Zinphol currently serves as SPSU retailing arm in the central area, running a total of 35 branches in 15 provinces. It used to make available both cash and installment payment terms for the customers, but has since November 2007 changed the policy to focus on sales of motorcycles through financial institutions and credit providers. As of July 22, 2010, Zinphol had a paid-up registered capital of Bt. 210 million. It is headquartered at No. 71 Ram Khamhaeng Road, Hua Mak, Bang Kapi, Bangkok. Board of Directors and shareholders ƒ Board of Directors as of July 22, 2010 was composed of seven members as follows: 1. Mr. Raksanit Phornprapha 2. Mr. Satitphong Phornprapha 3. Mr. Paisan Wongtada 4. Mr. Sangkom Laochote 5. Mr. Somjitt Chaichanalap 6. Miss Penthip Pichetveerachai

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

7. Mr. Paiboon Tongviboon Authorized signatories: Mr. Satitphong Phornprapha authorized to sign with the company’s seal affixed or any two of other directors to co-sign with the company’s seal affixed. ƒ Shareholders As of July 22, 2010, Zinphol had a paid-up registered capital of Bt. 210,000,000, divided into 2,100,000 ordinary shares with a par value of Bt. 100 per share. Details of the shareholders are as follows: No. 1. 2. 3. 4. 5. 6. 7. 8.

Name S.P. Suzuki Plc. Miss Kanokwan Peeraprawit Dr. Chumpol Phornprapha Mr. Phongsak Promrokul Mr. Raksanit Phornprapha Miss Ladawan Assawaprapa Mr. Satitphong Phornprapha Mrs. Anothai Phornprapha Total

No. of shares 2,099,965 5 5 5 5 5 5 5 2,100,000

% 99.99833 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 100.00

Summary of operating results and financial position ƒ Table summarizing Zinphol’s financial statements for 2007-2009 and the first half of 2010 ended June 30, 2010 Unit: Bt. 000’s Income statement Sales and service income Income from hire-purchase contracts Other income Total revenues Cost of sales and services Selling and administrative expenses Total expenses Profit (Loss) before finance cost and income tax Finance cost Profit (Loss) before income tax Income tax (tax benefit) Net profit (loss) Balance sheet Cash and deposits at financial institutions Trade accounts receivable - net

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2007

2008

2009

Jan-Jun 2010

93,579 211,132 47,283 351,994 86,104 185,531 271,635

551,832 82,539 59,188 693,559 535,887 189,305 725,192

546,072 13,406 42,301 601,779 516,642 132,115 648,757

297,998 767 24,733 323,498 284,359 106,383 390,742

80,359 48,155 32,204 14,848 17,356

(31,633) 27,711 (59,344) (16,499) (42,845)

(46,978) 10,642 (57,620) 52,930 (110,550)

(67,244) 4,176 (71,420) (71,420)

9,452

10,050

4,414

3,169

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Unit: Bt. 000’s - Related parties - Other companies Current portion of hire-purchase contract receivables - net Receivables from related parties Inventories - net Assets foreclosed - net Other current assets Total current assets Receivables from related parties Investments accounted for by the cost method - net Hire-purchase contract receivables net of current portion - net Property, plant and equipment - net Intangible assets - net Deferred tax assets Other non-current assets Total non-current assets Total assets Liabilities and shareholders’ equity Bank overdrafts and short-term loans from financial institutions Trade accounts payable - Related parties - Other companies Payables to and short-term loans from related parties Other current liabilities Total current liabilities Other payables Total liabilities Shareholders’ equity Issued and paid-up capital Retained earnings (losses) - Appropriated for legal reserve - Unappropriated Total shareholders’ equity Total liabilities and shareholders’ equity

2007 13,797 5,023

2008 23,251 3,565

2009 26,746 1,471

Jan-Jun 2010 4,492 617

334,841 3,718 49,289 20,930 10,357 447,407 1,079

111,971 3,648 107,448 8,764 7,960 276,657 1,079

19,011 5,069 100,287 606 10,026 167,630 779

4,002 3,110 97,872 597 2,130 115,989 779

-

-

-

-

157,322 118,441 6,437 36,431 22,045 341,755 789,162

18,496 108,105 5,402 52,930 17,087 203,099 479,756

14 97,592 9,919 18,127 126,431 294,061

6 8,510 106 3,811 13,212 129,201

65,690

10,985

2,162

1,117

19,904 1,840

18,238 9,852

9,763 8,074

14,718 632

517,211 20,458 625,103 5,358 630,461

299,281 20,857 359,213 4,687 363,900

244,114 20,624 284,737 4,018 288,755

164,059 11,105 191,631 3,684 195,315

130,000

130,000

130,000

130,000

3,000 25,701 158,701

3,000 (17,144) 115,856

3,000 (127,694) 5,306

3,000 (199,114) (66,114)

789,162

479,756

294,061

129,201

Note: The financial statement for 2007 was audited by Mr. Methee Rattanasimetha of M. R. & Associates Co., Ltd., an SEC-approved auditor, whereas the financial statements for 2008-2009 and the first half of 2010 were reviewed by Mr. Boonlert Kaewphanpurk of BPR Audit and Advisory Co., Ltd., an SEC-approved auditor.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

ƒ Key financial ratios

Current ratio (time) Quick ratio (time) Accounts receivable turnover ratio (time) Collection period (day) Inventory turnover ratio (time) Selling period (day) Accounts payable turnover ratio (time) Repayment period (day) Gross profit margin (%) Net profit (loss) margin (%) Return on equity (%) Return on assets (%) Debt to equity ratio (time) Notes:

1/ 2/

2007 0.72 0.59 4.15 87 1.75 205 3.45 104 7.99 4.93 11.57 1.98 3.97

2008 0.77 0.42 20.82 17 6.84 53 21.51 17 2.89 (6.18) (31.21) (6.75) 3.14

2009 0.59 0.20 17.13 21 4.97 72 22.50 16 5.39 (18.37) (182.48) (28.57) 54.42

Jan-Jun 2010 0.61 0.08 28.72 1/ 13 5.74 1/ 63 34.27 1/ 11 4.58 (22.08) n.a. 2/ (67.49) 1/ (2.95)

Annualized for comparison purpose Negative equity

Analysis of operating results and financial position Operating results in 2007-2009 Zinphol reported total revenues of Bt. 352 million in 2007, soaring by 97% in 2008 to Bt. 694 million and then shrinking 13% to Bt. 602 million in 2009. The revenue growth in 2008 resulted from a sharp rise in sales and service income following a change in the policy from providing loans by itself to financing via finance companies. Meanwhile, income from hire-purchase contracts plunged substantially due to a minimized hire-purchase portfolio as customers had gradually completed their installments. Moreover, no hire-purchase financing was made available directly to new customers after a change in the business policy in November 2007 to focus on sales of motorcycles through financial institutions and credit providers. The drop in total revenues in 2009 was attributable to a decrease in hire-purchase income owing to the minimized hire-purchase portfolio in line with the changing policy described above. Cost of sales and services totaled Bt. 86 million in 2007, Bt. 536 million in 2008 and Bt. 517 million in 2009, representing 92.01%, 97.11% and 94.61% of sales income respectively. Gross profit margin stood at 7.99%, 2.89% and 5.39% over the said years respectively. The drastic fall in gross profit margin in 2008 was a result of Zinphol gradually minimizing its hire-purchase portfolio, which yielded a high margin, in line with its changing business policy, hence a decline in hire-purchase income. The gross profit margin growth in 2009 was contributed by a hike in motorcycle selling prices. Selling and administrative expenses amounted to Bt. 186 million in 2007, up by 2% to Bt. 189 million in 2008 and down by 30% to Bt. 132 million in 2009, constituting 53%, 27% and 22% of total revenues in those years respectively. A sharp fall in the ratio of selling and administrative expenses to total revenues in 2008 sprang from a shift of focus to sales of motorcycles, which had a lower ratio of selling and administrative expenses to total revenues than the motorcycle hire-purchase. A decline in selling and administrative expenses in 2009 primarily came from a drop in loss on sales of

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

motorcycles seized from hire-purchase customers in line with the lowered quantity of seized motorcycles from the minimized hire-purchase portfolio. Zinphol posted a net profit of Bt. 17 million in 2007 and a net loss of Bt. (43) million in 2008 and Bt. (111) million in 2009, representing a continual increase in loss of Bt. 60 million and Bt. 68 million respectively. The loss in 2008 resulted from loss from operation of Bt. 32 million and finance cost of Bt. 28 million, whereas Zinphol enjoyed a tax benefit of Bt. 16 million. The enormous loss in 2009 stemmed from loss from operation of Bt. 47 million and finance cost of Bt. 11 million, together with deferred tax assets of Bt. 53 million. Net profit (loss) margin over 2007-2009 was 4.93%, (6.18)% and (18.37)% respectively. Operating results in the first half of 2010 In the first six months of 2010 (H1/2010), Zinphol registered total revenues of Bt. 323 million, growing by Bt. 28 million or 9% from the same period of the previous year (H1/2009). Such revenue growth was chiefly contributed by sales of motorcycles, whereas hire-purchase income went down as a consequence of the minimized hirepurchase portfolio under the changing business policy adopted since November 2007. Total expenses amounted to Bt. 391 million, up by Bt. 74 million or 19% from H1/2009, due largely to a rise in cost of sales and services of Bt. 36 million in tandem with growth in sales and service income. Selling and administrative expenses went up by Bt. 37 million, resulting from employee layoffs following the business cessation and severance pay according to the labor legislation. Cost of sales to sales income stood at 95.42% and selling and administrative expenses to total revenues at 32.89%, with a gross profit margin of 4.58%. Zinphol posted a net loss of Bt. 71 million, increasing from loss in H1/2009 by Bt. 25 million, with a net loss margin of (22.08)%. Financial position as of the end of 2007-2009 Total assets as of the end of 2007-2009 were Bt. 789 million, Bt. 480 million and Bt. 294 million respectively, contracting by Bt. 309 million in 2008 and Bt. 186 million in 2009. The ongoing drop in total assets resulted from a decline in hire-purchase contract receivables, the major asset item, as customers had gradually completed their installments and no new hire-purchase financing was provided after a change in the business policy in November 2007 to focus on sales of motorcycles through financial institutions and credit providers. Total liabilities stood at Bt. 630 million as of the end of 2007, falling by Bt. 266 million to Bt. 364 million as of end-2008 and by Bt. 75 million to Bt. 289 million at the end of 2009. Such drop resulted mainly from a decrease in short-term borrowings from the parent company (SPSU), which were the major liabilities item accounting for Bt. 513 million in 2007, Bt. 297 million in 2008 and Bt. 243 million in 2009. Shareholders’ equity as of the end of 2007-2009 totaled Bt. 159 million, Bt. 116 million and Bt. 5 million respectively, falling steadily due to the successive loss since 2008. Financial position as of June 30, 2010 Total assets as of June 30, 2010 were Bt. 129 million, down by Bt. 165 million from Bt. 294 million as of year-end 2009. Such drop was caused mainly by a decline in net

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

property, plant and equipment of Bt. 89 million following partial assets disposal for debt settlement. It also resulted from a decrease in trade accounts receivable and hirepurchase contract receivables of Bt. 23 million and Bt. 15 million respectively. Total liabilities amounted to Bt. 195 million as of June 30, 2010, dropping Bt. 94 million from Bt. 289 million as of end-2009 as a result of a decrease in short-term borrowings from the parent company (SPSU), which were the major liabilities item, from Bt. 243 million in 2009 to Bt. 158 million. Shareholders’ equity diminished by Bt. 71 million from Bt. 5 million as of the end of 2009 to Bt. (66) million as of end-June 2010 due to loss incurred by Zinphol for Bt. 71 million in H1/2010. Impacts from the recapitalization by Zinphol on financial position after June 30, 2010 On July 22, 2010, Zinphol raised its share capital by Bt. 80 million and already registered the said paid-up capital increase. The proceeds from recapitalization were used for debt repayment to SPSU, leading to a decrease in its total liabilities from Bt. 195.32 million as of June 30, 2010 to Bt. 115.32 million and improvement in the shareholders’ equity to from Bt. -66.11 million to Bt. 13.89 million, with total assets remaining unchanged at Bt. 129.20 million. 1.5 Motorcycle industry situation ASEAN market and ASEAN trade liberalization We have based our study on the Research Report No. 2773 dated March 5, 2010 prepared by KASIKORN Research Center on the topic of ‘The need for Thailand to speedily boost its competitive advantage in the motorcycle industry after the launch of ASEAN Free Trade Area.’ ASEAN is one of the world’s main motorcycle markets. It has 10 member countries with an aggregate population of more than 600 million. There is a huge volume of motorcycle riding in this region with around 80 million registered motorcycles, representing a number of population to motorcycle ratio of 7:1. The reasons behind such a high amount of motorcycle ownership in ASEAN are 1) unavailability of complete mass transit systems in the individual countries and 2) low per capita income. Indonesia and Vietnam rank the world’s third and fourth in terms of largest motorcycle ownership (trailing after China and India) with approximately 28 million and 20 million registered motorcycles respectively. Thailand ranks the third in ASEAN with about 16 million motorcycles. Number of population, income, number of motorcycles and motorcycle ownership ratio in ASEAN

Country Indonesia The Philippines Vietnam

No. of population up to mid-2009 (million people) 243.3 92.2 97.3

Per capita income at purchasing power parity in 2008 (US$) 3,830 3,900 2,700

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No. of motorcycles in 2009 (000’s units)

No. of population per motorcycle

28,000 2,983 20,366

9 31 4

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Country Thailand Myanmar Malaysia Cambodia Lao PDR Singapore Brunei ASEAN

No. of population up to mid-2009 (million people) 67.8 50.0 28.3 14.8 6.3 5.1 0.4 596

Per capita income at purchasing power parity in 2008 (US$) 5,990 1,290 13,740 1,820 2,060 47,940 50,200 4,520

No. of motorcycles in 2009 (000’s units)

No. of population per motorcycle

16,549 1,630 8,903 751 n.a. 147 12 Approx. 80,000

4 31 3 20 n.a. 35 33 7

Source: KASIKORN Research Center’s Research Report No. 2773 dated March 5, 2010 on ‘The need for Thailand to speedily boost its competitive advantage in the motorcycle industry after the launch of ASEAN Free Trade Area.’

Such a high motorcycle demand had led ASEAN to become one of the world’s major production bases, with Indonesia as the biggest regional production base of 5.9 million units in 2009, followed by Vietnam and Thailand of 3.1 million and 1.6 million units respectively. Thailand ranks as the world’s 14th largest producer and hence is one of the crucial production bases regionally and globally. As a consequence of the trade liberalization, six ASEAN member countries have since early 2010 slashed their motorcycle import tariffs to 0%, with another three member countries to follow suit in 2015. For Vietnam, however, since its motorcycle is a highly sensitive product, it has accordingly levied the motorcycle import tariffs at 90% for 2010-2011, then lowered to 75% in 2012 and 60% in 2013 and onwards. Such trade liberalization has given an opportunity to motorcycle makers to acquire a strategic production base for market making in ASEAN. Indonesia and Vietnam still are attractive and promising due to their sizable market and demand. Vietnam, in particular, has still imposed protectionism measures and will accordingly become a potential market in the future. Thai motorcycle market According to the Federation of Thai Industries, domestic motorcycle production had risen since 1999 in line with growing demand. Manufacturers had accelerated the product development and production to timely meet such demand, leading to ongoing market expansion until 2004 when the market was saturated, coinciding with the start of economic downturn. Manufacturers later had to lower their production capacity and production volume. In 2009, Thai motorcycle production dropped from 1,923,651 units in 2008 by 14.99% to 1,635,249 units, triggered by global economic crisis erupting in early 2008. In the wake of current economic recovery, the motorcycle production in H1/2010 grew healthily by 30.56% from 747,699 units in the same period of the preceding year to 976,205 units.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Local motorcycle production during 1998-2009

No.

3,500,000 2,871,878

3,000,000 2,500,000

2,358,510 2,424,678

2,000,000

2,079,555

1,923,651

1,974,427

1,500,000

1,652,773

1,189,295

1,000,000

1,635,249

1,125,723 846,426 600,497

500,000

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

0

Source: Automotive Information Center, Thailand Automotive Institute

Likewise, motorcycle sales had expanded since 1999 in line with the economic improvement after the 1997 crisis. Sales, similar to the production, began to taper in 2004, the year of market saturation and economic slowdown. Sales volume fell by 10.80% from 1,741,749 units in 2008 to 1,553,561 units in 2009 due also to fallouts from the world economic turmoil in early 2008. In H1/2010, 937,401 motorcycles were sold, surging 30.88% from 716,231 units in H1/2009 on account of the economic recovery. Local motorcycle sales during 1998-2009

No.

2,500,000 2,043,634 2,109,227

2,000,000

1,741,749

1,767,074

1,500,000

1,595,305

1,553,561

1,328,194

1,000,000 500,000

1,976,493

907,160 526,806

783,716 603,966

Source: Department of Land Transport

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2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

0

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

There are four types of motorcycles marketed domestically: 1) family type, 2) family-sport type, 3) sport type, and 4) scooter (automatic or AT). Among them, the family type grabbed the largest market share for a long period of time until the debut of scooter in 2004. The scooter motorbike has since become popular among teenagers and urban inhabitants since it is more easy to ride and suitable for an urban lifestyle and consumes less fuel than automobiles. Accordingly, producers have consistently introduced new scooter models to the market, leading to a rapid increase in scooter sales proportion. In H1/2010, sales of family type and scooter motorbikes constituted around 45.06% and 52.28% respectively. Shown below are details of sales of each type of motorcycles over 2005-2009 and H1/2010: 2005 2,109,227 3.21 1,706,857 (3.79) 80.92 309,605 87.98 14.68

Total market (units) Growth rate (%) Family type (units) Growth rate (%) Market share (%) Scooter (units) Growth rate (%) Market share (%) Family-sport type (units) 76,244 Growth rate (%) (13.44) Market share (%) 3.61 Sport type (units) 16,521 Growth rate (%) (0.96) Market share (%) 0.78 Source: Department of Land Transport

2006 1,976,493 (6.29) 1,145,592 (32.88) 57.96 766,161 147.46 38.76

2007 1,595,305 (19.29) 800,859 (30.09) 50.20 748,534 (2.30) 46.92

2008 1,741,749 9.18 914,519 14.19 52.51 776,188 3.69 44.56

2009 1,553,561 (10.80) 776,193 (15.13) 49.96 721,044 (7.10) 46.41

H1/2010 937,401 30.88 422,410 19.22 45.06 490,048 46.00 52.28

H1/2009 716,231 (17.42) 354,298 (19.72) 49.47 335,645 (15.83) 46.86

48,472 (36.43) 2.45 16,268 (1.53) 0.82

30,778 (36.50) 1.93 15,134 (6.97) 0.95

31,051 0.89 1.78 19,991 32.09 1.15

27,970 (9.92) 1.80 28,354 41.83 1.83

9,021 (34.33) 0.96 15,922 26.85 1.70

13,736 (23.45) 1.92 12,552 34.74 1.75

There are three major competitors in Thai motorcycle market, namely Honda, Yamaha and Suzuki, with Honda as the market leader due to its stronger readiness in terms of production, marketing and distribution, followed by Yamaha and Suzuki respectively. Details of sales volume and market share in 2009 and H1/2010 are illustrated below:

Brand Honda

Yamaha Suzuki

Kawasaki

Producer Thai Honda Manufacturing Co., Ltd. Thai Yamaha Motor Co., Ltd. Thai Suzuki Motor Co., Ltd.

Kawasaki Motor Enterprise (Thailand) Co., Ltd.

Distributor A.P. Honda Co., Ltd. Thai Yamaha Motor Co., Ltd. Thai Suzuki Motor Co., Ltd. S.P. Suzuki Plc. Ban Suzuki Co., Ltd. Kawasaki Motor Enterprise (Thailand) Co., Ltd.

- 29 -

2009 Total Market sales share (units) (%) 1,016,457 65.43

H1/2010 Total Market sales share (units) (%) 621,461 66.30

446,974

28.77

259,814

27.72

60,814

3.91

34,493

3.68

17,759

1.14

12,385

1.32

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Brand

Producer

Distributor

Others Total Source: Department of Land Transport

2009 Total Market sales share (units) (%) 11,557 0.75 1,535,461 100.00

H1/2010 Total Market sales share (units) (%) 9,248 0.99 937,401 100.00

Industry outlook The prevailing economic recovery at home and abroad in 2009 and 2010 and the Thai government’s implementation of stimulus package have prompted many agencies to predict an ongoing GDP growth in 2010, which will relatively help to boost domestic production and consumption, employment rate, and farm product prices. This, along with the government sector’s agricultural product price guarantee scheme, will drive up farmers’ income, which will augur well for motorcycle sales. Based on Thailand Automotive Institute’s 2009 report, local motorcycle production and sales in 2010 are forecast to grow by 5% and 3% year on year to 1,710,000 units and 1,580,000 units respectively. In terms of competition, each player will launch new motorbike models to address teenagers’ demand, especially for scooter or AT motorcycle. Marketing campaigns will also be focused on family-type bike, which still captures a high market share of around 50%. Competition will be concentrated on design and fuel saving. With an evolution of combustion engine from carburetor to a programmed fuel injection system (PGM-FI), which is more fuel-saving and offers a better riding capacity, the PGM-FI motorcycle tends to grow continuously and becomes increasingly popular. 2. Brief information of S.P. Suzuki Plc. 2.1

Business overview Description of business

S.P. Suzuki Plc. (“the Company” or “SPSU”) was incorporated on July 26, 1983 in the name of TTC Suzuki Sales Co., Ltd. with an initial registered capital of Bt. 60 million to engage in trading, import, export, wholesaling, renting, transport, designing and modification, and repairing of motorcycles, automobiles, vehicles, machinery, boat engines, and products of similar types under the trademark of Suzuki and other trademarks. On August 31, 1994, SPSU was transformed to a public limited company and listed its shares on the SET, with the shares being firstly traded on March 12, 1996. The Company has distributed Suzuki motorcycles and parts to dealers nationwide, except 14 southern provinces, with the products supplied from Thai Suzuki Motor Co., Ltd., a manufacturer of motorcycles and parts in Thailand. Its dealers also include Zinphol Co., Ltd., a subsidiary (in which the Company holds a stake of 99.99% of Zinphol’s Bt. 210 million paid-up capital) serving as SPSU’s retailing arm in the central area (see further details of Zinphol in item 1.4.4). Dealers have the duty to sell motorcycles directly to customers. The Company also operates three Suzuki standard service centers to provide training for the dealers and offer aftersale services to motorcyclists in Bangkok and its surrounding provinces, comprising Hua Mak, Rangsit and Phutthamonthon service centers.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The Company has moreover invested in two other entities, Thai Suzuki Motor Co., Ltd. (TSM) in which it owns 18.78% of TSM’s Bt. 270.91 million paid-up capital, and Napas Co., Ltd., a motorcycle transport firm in which it owns 19.50% of Napas’s Bt. 5 million paid-up capital. As of June 30, 2010, the Company accounted for the investment in TSM by the cost method in the financial statement at Bt. 90.76 million. For the investment in Zinphol and Napas of Bt. 133.00 million and Bt. 0.98 million respectively, the Company has already set aside a full allowance for impairment loss on investments due to loss incurred by both companies. The Company currently has a registered capital of Bt. 800 million, of which Bt. 790 million was paid up, divided into 158 million paid-up shares with a par value of Bt. 5 per share. Revenue structure of SPSU and its subsidiary for 2007-2009 and H1/2010 is shown in the below table: Product/ Operated Business segment by Motorcycle Parts and services Motorcycle Hire-purchase Parts and services Total

% owner ship

SPSU Zinphol

99.99

2007 Bt. million 1,188.55 165.72 78.03 211.13 14.95 1,658.38

2008 %

71.67 9.99 4.71 12.73 0.90 100.00

Bt. million 1,030.88 143.86 542.88 77.04 14.23 1,808.89

2009 %

56.99 7.95 30.01 4.26 0.79 100.00

Bt. % million 907.21 55.60 166.20 10.19 529.56 32.45 13.41 0.82 15.31 0.94 1,631.69 100.00

H1/2010 Bt. % million 408.38 51.40 87.66 11.03 290.80 36.60 0.77 0.10 6.88 0.87 794.48 100.00

Board of Directors and shareholders ƒ SPSU Board of Directors as of June 25, 2010 was composed of 11 members as follows: Name 1. 2.

Position

Dr. Chumpol Phornprapha * Mr. Paisan Wongtada

Chairman

*

Director and Vice Chairman *

Director and President

3.

Mr. Satitphong Phornprapha

4.

Mr. Surin Dhammanives

Director

5.

Mr. Raksanit Phornprapha

Director

6.

Mr. Paiboon Tongviboon

Director

7.

Mr. Somjitt Chaichanalap *

Director

8.

Mr. Watana Naranong

Independent Director

9.

Dr. Narasi Vaivanijkul

Independent Director and Audit Committee Chairman

10. Mr. Phongsak Promrokul

Independent Director and Audit Committee Member

11. Ms. Naratip Tabtieng

Independent Director and Audit Committee Member

Note: * Authorized directors

Authorized signatories: Dr. Chumpol Phornprapha or Mr. Paisan Wongtada authorized to sign, or Mr. Satitphong Phornprapha and Mr. Somjitt Chaichanalap authorized to cosign.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

ƒ Shareholders As of March 11, 2010 (latest book closing date to determine rights to attend the 2010 Annual General Meeting) , the list of shareholders may change after latest book closing for Extraordinary General Meeting of Shareholders no. 1/2553. The Company had a registered capital of Bt. 800 million, of which Bt. 790 million was paid up, divided into 158 million paid-up shares with a par value of Bt. 5 per share. Details of the shareholders are as follows: Name

No. of shares

C.A.R.S. Co., Ltd. 1/ S.P. International Co., Ltd. 1/ Phornprapha Group - Miss Prin Phornprapha - Mr. Raksanit Phornprapha - Mr. Satitphong Phornprapha - Mrs. Anothai Phornprapha - Dr. Chumpol Phornprapha 4. Miss Ladawan Assawaprapa 5. Thai NVDR Co., Ltd. 6. British and Malayan Trustees Ltd. 7. Miss Amornrat Kongsittanakorn 8. Nortrust Nominees Ltd. 9. Miss Apinya Charatchaimongkol 10. Bangkok Insurance Plc. Top 10 shareholders 11. Others Grand total 1. 2. 3.

48,000,000 48,000,000 20,519,400 8,519,400 4,200,000 4,200,000 1,800,000 1,800,000 7,204,300 4,339,400 3,007,400 2,088,300 1,762,600 1,655,000 1,154,800 130,526,900 27,473,100 158,000,000

% of total shares 30.38 30.38 12.99 5.39 2.66 2.66 1.14 1.14 4.56 2.75 1.90 1.32 1.12 1.05 0.73 82.61 17.39 100.00

Note: 1/ Members of Phornprapha Group.

Summary of operating results and financial position ƒ Table summarizing the operating results and financial position of the Company and its subsidiary for 2007-2009 and H1/2010 Consolidated financial statement Income statement Sales and service income Income from hire-purchase contracts Incentive income Interest income Other income Total revenues

2007 Bt. 000’s

%

2008 Bt. 000’s

%

2009 Bt. 000’s

%

H1/2010 Bt. 000’s %

1,447,247

79.84

1,731,856

86.85

1,618,293

90.64

793,712

79.88

211,132 56,157 29,595 68,643 1,812,774

11.65 3.10 1.63 3.79 100.00

77,036 61,197 44,040 79,852 1,993,981

3.86 3.07 2.21 4.00 100.00

13,406 67,772 38,753 47,139 1,785,363

0.75 3.80 2.17 2.64 100.00

767 32,662 15,459 151,034 993,634

0.08 3.29 1.56 15.20 100.00

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Consolidated financial statement Cost of sales and services Selling expenses Administrative expenses Management benefits expense Total expenses Profit (Loss) before finance cost and income tax Finance cost Profit (Loss) before income tax Income tax (tax benefit) Net profit (loss) Earnings (Losses) per share (Bt.)

2007 Bt. 000’s % 1,282,511 70.75 527,431 29.10 -

2008 Bt. 000’s 1,572,434 178,462 254,284

% 78.86 8.95 12.75

2009 Bt. 000’s % 1,471,837 82.44 142,290 7.97 234,976 13.16

H1/2010 Bt. 000’s % 725,878 73.05 59,769 6.02 227,204 22.87

1,809,942

99.84

12,799 2,017,979

0.64 101.20

14,417 1,863,520

0.81 104.38

6,754 1,019,605

0.68 102.61

2,832 6,782

0.16 0.37

(23,998) 2,550

(1.20) 0.13

(78,157) 347

(4.38) 0.02

(25,971) 112

(2.61) 0.01

(3,950) (34,397) 30,447

(0.22) (1.90) 1.68

(26,548) (3,934) (22,614)

(1.33) (0.20) (1.13)

(78,504) 45,014 (123,518)

(4.40) 2.52 (6.92)

(26,083) (14,542) (11,541)

(2.63) (1.46) (1.16)

0.19

(0.14)

(0.78)

(0.07)

Balance sheet Current assets Cash and cash equivalents Current investments Trade accounts receivable net - Related parties - Other companies Current portion of hirepurchase contract receivables - net Receivables from and shortterm loans to related parties Inventories - net Assets foreclosed - net Other current assets Total current assets Non-current assets Deposits at financial institutions pledged as collateral Investments accounted for by the cost method - net Long-term receivables from related parties Hire-purchase contract receivables net of current portion - net Property, plant and equipment - net

558,731 131,611

22.50 5.30

431,673 861,649

15.30 30.54

505,290 644,743

19.74 25.19

275,455 656,362

11.24 26.78

14,125 296,815

0.57 11.95

23,615 229,633

0.84 8.14

26,940 189,831

1.05 7.42

5,151 207,634

0.21 8.47

334,842

13.48

111,971

3.97

19,011

0.74

4,002

0.16

20,939 187,436 20,930 20,795

0.84 7.55 0.84 0.84

29,552 312,735 9,113 27,691

1.05 11.09 0.32 0.98

20,447 244,093 658 25,496

0.80 9.54 0.03 1.00

18,926 208,814 990 152,179

0.77 8.52 0.04 6.21

1,586,224

63.87

2,037,632

72.23

1,676,509

65.50

1,529,513

62.41

85,000

3.42

85,000

3.01

85,000

3.32

85,000

3.47

90,756

3.65

90,756

3.22

90,756

3.55

90,756

3.70

5,296

0.21

4,321

0.15

4,021

0.16

4,021

0.16

157,322

6.33

18,496

0.66

14

0.00

6

0.00

181,592

7.31

163,180

5.78

145,760

5.70

89,040

3.63

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Consolidated financial statement Intangible assets - net Deferred tax assets Other long-term investments Other non-current assets Total non-current assets Total assets Liabilities and shareholders’ equity Current liabilities Bank overdrafts Trade accounts payable - Related parties - Other companies Payables to related parties Income tax payable Accrued sales promotion Other current liabilities Total current liabilities Non-current liabilities Other non-current liabilities Total liabilities

2007 Bt. 000’s % 8,129 0.33 323,194 13.01 20,000 0.81 25,918 1.04

2008 Bt. 000’s 6,782 327,129 60,000 27,670

2009 Bt. 000’s % 10,721 0.42 282,114 11.02 234,000 9.14 30,525 1.19

H1/2010 Bt. 000’s % 748 0.03 296,656 12.10 320,000 13.06 35,154 1.43

897,207 2,483,431

36.13 100.00

783,334 2,820,966

27.77 100.00

882,911 2,559,420

34.50 100.00

921,381 2,450,894

37.59 100.00

65,821

2.65

10,985

0.39

2,162

0.08

1,117

0.05

94,640 8,602 5,439 1,739 14,905 38,110 229,256

3.81 0.35 0.22 0.07 0.60 1.53 9.23

523,364 11,492 15,768 20,065 32,102 613,776

18.55 0.41 0.56 0.71 1.14 21.76

436,427 9,715 6,670 17,407 35,635 508,016

17.05 0.38 0.26 0.68 1.39 19.85

317,154 2,430 4,922 6,101 79,641 411,365

12.94 0.10 0.20 0.25 3.25 16.78

5,358

0.22

4,687

0.17

4,019

0.16

3,685

0.15

234,614

9.45

618,463

21.92

512,035

20.01

415,050

16.93

% 0.24 11.60 2.13 0.98

Shareholders’ equity Registered capital

800,000

800,000

800,000

800,000

Paid-up capital 790,000 31.81 790,000 28.00 790,000 30.87 790,000 Premiums on shares 1,056,000 42.52 1,056,000 37.43 1,056,000 41.26 1,056,000 Retained earnings - Appropriated for legal reserve 80,000 3.22 80,000 2.84 80,000 3.13 80,000 - Unappropriated 322,817 13.00 276,503 9.80 121,385 4.74 109,844 Total shareholders’ equity 2,248,817 90.55 2,202,503 78.08 2,047,385 79.99 2,035,844 Total liabilities and shareholders’ equity 2,483,431 100.00 2,820,966 100.00 2,559,420 100.00 2,450,894 Note: The financial statement for 2007 was audited by Mr. Methee Rattanasimetha of M. R. & Associates Co., Ltd., an SEC-approved auditor, whereas the financial statements for 2008-2009 were audited and the financial statements for the first half of 2010 were reviewed by Mr. Boonlert Kaewphanpurk of BPR Audit and Advisory Co., Ltd., an SEC-approved auditor.

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32.23 43.09

3.26 4.48 83.07 100.00

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

ƒ Cash flow Unit: Bt. 000’s

Cash flow Net cash provided by (used in) operating activities

2007 594,535

2008 687,707

2009 38,126

H1/2010 (146,469)

Net cash provided by (used in) investing activities

(65,191)

(736,229)

75,914

(82,321)

Net cash provided by (used in) financing activities

(143,925)

(78,536)

(40,423)

(1,045)

Net increase (decrease) in cash and cash equivalents

385,419

(127,058)

73,617

(229,835)

Cash and cash equivalents at beginning of year

173,312

558,731

431,673

505,290

Cash and cash equivalents at end of year

558,731

431,673

505,290

275,455

2009 3.30 2.73 1.72 209 5.29 68 3.00 120 9.05 (6.92) (5.81) (4.59) 0.25

H1/2010 3.72 2.79 1.711/ 211 6.411/ 56 3.791/ 95 8.55 (1.16) (1.13) 1/ (0.92) 1/ 0.20

ƒ Key financial ratios

Current ratio (time) Quick ratio (time) Accounts receivable turnover ratio (time) Collection period (day) Inventory turnover ratio (time) Selling period (day) Accounts payable turnover ratio (time) Repayment period (day) Gross profit margin (%) Net profit (loss) margin (%) Return on equity (%) Return on assets (%) Debt to equity ratio (time)

2007 6.92 5.83 1.23 294 3.31 109 7.95 45 11.38 1.68 1.34 1.16 0.10

2008 3.32 2.70 1.78 202 6.29 57 4.93 73 9.21 (1.13) (1.02) (0.85) 0.28

Note: 1/ Annualized for comparison purpose.

ƒ Analysis of operating results and financial position Operating results for 2007-2009 The Company and its subsidiary reported total revenues of Bt. 1,812.77 million in 2007, growing by Bt. 181.21 million or 10% to Bt. 1,993.98 million in 2008 and then shrinking by Bt. 208.62 million or 10.46% to Bt. 1,785.36 million in 2009. The revenue growth in 2008 was a result of a sharp increase in sales and service income of the subsidiary (Zinphol) after Zinphol has changed the business policy from loan extension by itself to sales through financing by finance firms, thus eliminating the financial constraints and enabling it to boost sales, despite a considerable drop in its hire-purchase income due to the minimized hire-purchase portfolio and no new lending provided under the changing business policy introduced in late 2007 to focus on motorcycle sales through financial institutions and credit providers. The diminishing revenues in 2009 were primarily ascribed to a decline in sales and service income amid the economic recession and slowdown in motorcycle market, coupled with a steady fall in hire-purchase income of the subsidiary under the above mentioned new business policy.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The total revenues were contributed mainly by sales and service income, which was Bt. 1,447.25 million in 2007, Bt. 1,731.86 million in 2008 and Bt. 1,618.29 million in 2009 or approximately 80%-91% of total revenues, followed by income from hire-purchase contracts, which amounted to Bt. 211.13 million, Bt. 77.04 million and Bt. 13.41 million over those years respectively. A decrease in hire-purchase income was caused by the changing business policy of Zinphol as described above. Cost of sales and services of SPSU and its subsidiary totaled Bt. 1,282.51 million in 2007, rising by Bt. 289.92 million or 22.61% to Bt. 1,572.43 million in 2008 and down by Bt. 100.60 million or 6.40% to Bt. 1,471.84 million in 2009. The proportion of cost of sales and services to sales and service income was 88.62%, 90.79% and 90.95%, with a gross profit margin of 11.38%, 9.21% and 9.05% over 2007-2009 respectively. The contracting gross profit margin in 2008 resulted from the fact that TSM had just undertaken the motorcycle sales on its own and the Company accordingly had to revise down the selling prices to the same level as those of TSM. Moreover, the motorcycle sales by Zinphol were mainly done on cash payment terms, making it unable to determine a high selling price. A slight drop in the gross profit margin in 2009 stemmed from a rise in operating cost incurred by the parts sales and service section from selling old parts left in stock. Selling and administrative expenses declined from Bt. 527.43 million in 2007 by Bt. 81.89 million or 15.53% to Bt. 445.55 million in 2008 and by Bt. 53.86 million or 12.09% to Bt. 391.68 million in 2009, and made up 29.10% of total revenues in 2007, 22.34% in 2008 and 21.94% in 2009. The decrease in these expenses in 2008 was largely caused by a fall in personnel expenses of the subsidiary and the reversal of allowance for decline in value of products. The further drop in such expenses in 2009 was attributed to cost control to be aligned with total sales amid the tougher competition and the economic downturn. The Company and its subsidiary recorded a net profit of Bt. 30.45 million in 2007 and a net loss of Bt. 22.61 million in 2008 and Bt. 123.52 million in 2009, representing a net profit (loss) margin of 1.68%, (1.13)% and (6.92)% respectively. The net profit generated in 2007 came from tax benefit (a drop in deferred tax assets) of Bt. 34.40 million. The net loss in 2008 resulted from a hike in selling cost and a drop in gross profit margin, despite a decline in selling and administrative expenses. For 2009, a sharp rise in net loss sprang from a contraction in sales and service income in line with the economic sluggishness and a fall in hire-purchase income due to cessation of hire-purchase financing by Zinphol and inability to cut down costs and expenses to match such declining revenues, together with an increase of Bt. 45.01 million in income tax expenses (deferred tax assets). Operating results in H1/2010 Total revenues in H1/2010 soared 21.14% from Bt. 820.21 million in Q1/2009 to Bt. 993.63 million thanks chiefly to an increase of Bt. 134.85 million in dividend income receivable from TSM, which announced dividend payment on April 27, 2010, and also to a rise of Bt. 59.36 million in sales and service income. Meanwhile, income from hire-purchase contracts went down by Bt. 7.04 million following the cessation of hire-purchase business by Zinphol, along with decreases in other income, interest income and incentive income. Cost of sales and services in H1/2010 grew as well by 9.48% from Bt. 663.02 million in H1/2009 to Bt. 725.88 million, making up 91.45% of sales income. Gross profit margin fell from 9.71% in H1/2009 to 8.55%. Cost of sales and service rose in line with growth in sales and service income. However, the average selling price declined because the motorcycle sales by Zinphol were mainly done on cash payment terms, making it unable to set a high selling price and thus resulting in a drop in gross profit margin.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Selling and administrative expenses surged 40.13% from Bt. 209.61 million in H1/2009 to Bt. 293.73 million in H1/2010, constituting 29.56% of total revenues compared with 25.56% in H1/2009. Such sharp increase was a result of a rise in Zinphol’s administrative expenses incurred from compensation expenses on employee layoffs after the business cessation as required under the labor legislation, whereby the Company had relatively accounted for such layoff expenses in accordance with the plan on core business discontinuation. The consolidated net profit (loss) stood at Bt. (11.54) million in H1/2010, improving from the net loss of Bt. (43.77) million posted in H1/2009 and representing a net profit (loss) margin of (1.16)%. Financial position as of the end of 2007-2009 Total assets amounted to Bt. 2,483.43 million, Bt. 2,820.97 million and Bt. 2,559.42 million as of year-end 2007-2009 respectively, growing by Bt. 337.54 million or 13.59% in 2008 and shrinking by Bt. 261.55 million or 9.27% in 2009. They comprised primarily of current assets amounting to Bt. 1,586.22 million, Bt. 2,037.63 million and Bt. 1,676.51 million or 63.87%, 72.23% and 65.50% of total assets respectively. Current ratio stood at 6.92, 3.32 and 3.30 times in 2007-2009 respectively. A drop in current ratio in 2008 resulted from a huge increase in trade accounts payable to related parties. Total liabilities were Bt. 234.61 million as of end-2007, surging by Bt. 383.85 million or 163.61% to Bt. 618.46 million as of the end of 2008 and then going down by Bt. 106.43 million or 17.21% to Bt. 512.04 million at the end of 2009. They consisted almost entirely of current liabilities of Bt. 229.26 million, Bt. 613.78 million and Bt. 508.02 million in 2007-2009 respectively. A considerable increase in the current liabilities in 2008-2009 came from a surge in trade accounts payable to related parties from merely Bt. 94.64 million in 2007 to Bt. 523.36 million in 2008 and Bt. 436.43 million in 2009. Shareholders’ equity as of the end of 2007-2009 totaled Bt. 2,248.82 million, Bt. 2,202.50 million and Bt. 2,047.39 million respectively, down by Bt. 46.31 million or 2.06% in 2008 and Bt. 155.12 million or 7.04% in 2009 as a result of loss incurred from operations and dividend payment of Bt. 23.70 million in 2008 and Bt. 31.60 million in 2009. Financial position as of June 30, 2010 Total assets dropped by 4.24% from Bt. 2,559.42 million as of end-2009 to Bt. 2,450.89 million as of the end of June 2010 due largely to a decline in cash and cash equivalents and inventories as the Company has gradually disposed of the stocked products. Meanwhile, other current assets went up, coming from accrued dividend receivable of Bt. 134.85 million after dividend payment by TSM to the Company on July 20, 2010. Trade accounts receivable as of June 30, 2010 were Bt. 212.79 million, representing 8.68% of total assets. Of the total, Bt. 207.63 million was receivables from other companies (net of allowance for doubtful accounts) and Bt. 5.15 million was receivables from related parties. Classified by overdue period, receivables overdue more than one year were a majority of Bt. 684.46 million, receivables not yet due accounted for Bt. 200.59 million, and receivables overdue less than one year were Bt. 39.94 million. Allowance for doubtful accounts was already set aside at Bt. 712.20 million. Total liabilities stood at Bt. 415.05 million, falling by 18.94% from Bt. 512.03 million at the end of 2009 as a result of a drop in trade accounts payable to related parties for refund of products. At the same time, other current liabilities increased owing to accrued expenses on employee layoffs. Shareholders’ equity amounted to Bt. 2,035.84 million, down from Bt. 2,047.39 million as of end-2009 owing to a net loss posted by the Company and its subsidiary in

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

H1/2010. 2.2

Business risks

2.2.1 Economic situation The local motorcycle sales are related to the economic condition and consumers’ purchasing power, as well as spending by low-income earners who are the principal customers of this industry. The favorable economic condition and strong purchasing power will bode well for motorcycle distribution. On the other hand, the economic uncertainty, low farm product prices and high political risk will hurt buyers’ purchasing power and sales of motorcycles, as evident in 2008-2009 despite a recovery in 2010. 2.2.2 Reliance on a sole supplier SPSU supplies motorcycles solely from TSM. Thus, if TSM products are not popular among consumers, the Company will relatively be impacted despite its efforts to have Zinphol expand sales to other brands. Based on historical data, the market share of Suzuki in Thailand has consistently lowered, from the peak of around 31.9% in 1987 to just 3.68% in H1/2010. Such declining market share of Suzuki was ascribed to the greater readiness of the major players, Honda and Yamaha, in terms of production, marketing and distribution, thus enabling them to grab a bigger share in Thai market. However, Japanese operators place importance on Thailand by establishing a research and development (R&D) center to provide motorcycle design and innovation services for this region. Local manufacturers accordingly have the flexibility in developing new motorbike models to more rapidly respond to customers’ changing needs in the midst of prevailing stiff competition. 2.2.3 Market situation and competition Giving top priority to Thailand, Japanese motorcycle makers have spent huge R&D budgets to manufacture and launch several new motorcycle series in each year in the markets, together with budgets for marketing activities. As a consequence, competition in this industry has been very tough. SPSU is at a disadvantage due to its smaller sales volume than its rivals, thus carrying a higher marketing cost per unit. Apart from rivalry with other brands, the Company also has to compete in the Suzuki market as the producer has sold the products through other authorized distributors in several areas and also through its own retailing arm, thereby intensifying the competition and likely impacting the Company’s sales and distributorship. 3. Reasonableness of the transactions 3.1 Objective and necessity of the transactions Taking into account the overview and growth potential of motorcycle business, the Company has found that the domestic competition is very fierce and the manufacturing and sales of motorcycles have been stricken by the global economic crisis and the unfavorable internal economic and political factors. Thai motorcycle production and distribution have dropped continually since 2005-2006, thus relatively hurting all relevant operators in this industry, including SPSU which has been a distributor of Suzuki motorcycles and parts for TSM. Throughout the past five years (20052009), the Company saw a drop in its sales and service income by an average 17.67% per year (Compound Annual Growth Rate) and showed a net loss from operations in 2006 and 2008-2009, in spite of a net profit earned in 2007 which in fact came from tax benefit while loss before such item was still incurred. Should it continue this business, it will experience further decline in the

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

performance and greater losses, hence damaging not only the Company itself but also the shareholders. For this reason, the Company desires to cease its core business of motorcycle distribution and still has not planned on any future investment and operation. Suzuki Motor Corporation (SMC) intends to undertake the distribution of Suzuki motorcycles in Thailand by itself (except for 14 southern provinces where Ban Suzuki Co., Ltd. will resume as its distributor8) and has accordingly approached the Company to terminate the Distributorship Agreement made with TSM and at the same time offered to take up the stake of 18.78% in TSM from the Company. (SMC has simultaneously offered to purchase TSM shares held by Phornprapha Group and S.P. International Co., Ltd. of 6.81% and 16.79% respectively, making up a total offer for TSM shares of 42.38%.) Therefore, the Company must also terminate the Dealership Agreements with all of its dealers and has requested TSM to buy back the remaining inventory under Suzuki brand. In addition, if the Company no longer operates the motorcycle distribution business, it will also have to dispose of shares in Zinphol, which is its subsidiary serving as its motorcycle retailing arm in certain areas. 3.2 Advantages and disadvantages of entering and not entering into the transactions 3.2.1 Sale of TSM shares 1) Advantages of entering into the transaction 1.1) A large amount of cash receivable from the shares selling The Company will receive cash payment from sale of TSM shares, consisting of 1) sale of 5,088 TSM shares (18.78% of TSM’s paid-up registered capital) at the price of Bt. 131,666.61 per share totaling Bt. 669.92 million, and 2) dividend from the said 5,088 TSM shares at Bt. 26,504.00 a share totaling Bt. 134.85 million, making up a total amount receivable from the sale of TSM shares of Bt. 804.77 million. The cost of investment in TSM shares is Bt. 90.76 million. The Company will enjoy a capital gain on the sale of TSM shares of Bt. 579.16 million, whereby it will bear capital gain tax of Bt. 133.99 million. (Capital gain tax of Bt. 579.16 million is deducted by loss carried forward of Bt. 32.05 million and severance pay to laid-off employees of Bt. 50.48 million. Tax chargeable to listed companies is at 25% on the first Bt. 300 million of the profit and at 30% on the excess. It is expected that the Company will recognize such gain in 2010 and will still be entitled to the benefits as a listed company is such year.) The Company will not bear tax on dividend receivable from TSM because as a listed company it is exempted from tax calculation on dividend in the event that it has held shares in the entity paying such dividend for not less than three months before and after the date of earning such dividend in accordance with Section 65 bis. (10) of the Revenue Code. Thus, the Company will receive net cash of Bt. 535.93 million from the sale of TSM shares and dividend of Bt. 134.85 million, making Bt. 670.78 million in total. (The Company receive dividend Bt. 134.85 million from TSM on July 20,2010) The Company will generate a large amount of cash from entering into this transaction, thus boosting its working capital and liquidity. According to the Company-only financial statement as of June 30, 2010, it had cash and cash

8

Based on interview with TSM management.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

equivalents of Bt. 272.29 million and current investments of Bt. 656.36 million. Based on these figures, the Company’s liquid assets will, after net cash receivable from the sale of TSM shares, grow by roughly 57.71% from Bt. 928.65 million to Bt. 1,464.58 million. (The Company recorded dividend received from TSM Bt. 134.85 million as an asset on financial statement for the 6 month ended June 30, 2010) Nonetheless, the Company will receive a greater amount of net cash from the sale of TSM shares if it could dispose of Zinphol shares by 2010 because it will bear a lower tax expense from the deduction of loss from investment in Zinphol of Bt. 189 million from the capital gain on the sale of TSM shares. If so, the cash from the sale of TSM shares will increase to Bt. 592.63 million, plus dividend from TSM of Bt. 134.85 million, resulting in total net cash receivable of Bt. 727.48 million. The Company might not immediately reap the benefit from the use of such funds since it will cease the motorcycle distribution business after completion of the assets disposal transactions and still has no plan on its future investment and operation. 1.2) Recognition of an increase in gain on shares selling, dividend income and total assets As of June 30, 2010, SPSU held a total of 5,088 shares in TSM or 18.78% of TSM’s paid-up share capital, with such investment accounted for in the financial statement at Bt. 90.76 million. Under this transaction, those TSM shares will be sold at Bt. 131,666.61 per share (par value of Bt. 10,000 per share) or a total of Bt. 669.92 million, leading the Company to enjoy capital gain (before tax) of about Bt. 579.16 million in 2010 or a net gain after tax of around Bt. 445.17 million. Moreover, the Company will earn dividend income from TSM shares of Bt. 134.85 million. As such, it will recognize additional income of Bt. 580.02 million, hence likely improving its working results for 2010. Additionally, the Company’s total assets will, from this transaction, increase by about Bt. 580.02 million, with the net cash receivable from sale of TSM shares and dividend from those shares totaling Bt. 670.78 million (net cash of Bt. 535.93 million and dividend of Bt. 134.85 million), whereas the investments will decline to the amount equivalent to the investment cost in TSM shares of Bt. 90.76 million. As shown in the Company-only financial statement ended June 30, 2010, total assets accounted for Bt. 2,531.87 million. (Including cash from dividend of TSM Bt. 134.85 million) However, in the event that it could successfully sell Zinphol shares by 2010, the Company will bear a lowered tax expense and will recognize net cash from the sale of TSM share Bt. 592.63 million and net earning from the sale of TSM shares of Bt. 501.87 million, plus dividend from TSM of Bt. 134.85 million, resulting in an increase in realized income of Bt. 727.48 million. 2) Disadvantages of entering into the transaction 2.1) Loss of opportunity to receive dividend from TSM Based on its 2009 financial statement, TSM had total unappropriated retained earnings of Bt. 2,373.62 million, which, after deduction of dividend to be paid before entering into the TSM shares selling transaction for 27,091 shares at Bt. 26,504.00

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

per share totaling Bt. 718.02 million, will become Bt. 1,655.60 million. By selling shares in TSM, SPSU will lose an opportunity to receive dividend from TSM, given that TSM announces dividend payment from the said retained earnings in the future. However, the Company has since 2006 never received any dividend from TSM because, despite such retained earnings, TSM has suffered from a consecutive loss from 2006 up to the present. 3.2.2 Termination of the Distributorship Agreement and Dealership Agreements 1) Advantages of entering into the transaction 1.1) Cut of loss from the business By terminating the Distributorship Agreement and Dealership Agreements, the Company and its subsidiary (Zinphol) will no longer operate the core business as a motorcycle distributor and a dealer respectively, thereby leading both of them not to incur any further loss from such business. The motorcycle market had grown consistently from 1999 and then been saturated in 2004, after which the market has declined all along (see more details in item 1.5 ‘Motorcycle industry situation’). Competition in the domestic market has been severe, while the economic and political factors remain unfavorable for this industry. Moreover, the market share of Suzuki motorcycles has diminished continually, thus putting the Company and its subsidiary at a disadvantage against their competitors due to a smaller sales volume but a higher marketing cost per unit. To continue the business will potentially cause the Company and its subsidiary to suffer a further drop in their performance and a continual loss in the future. The Company and Zinphol have successively posted a loss since 2006. They reported a net loss of Bt. 138.05 million in 2006, Bt. 22.61 million in 2008, Bt. 123.52 million in 2009 and Bt. 11.54 million in H1/2010. 1.2) New investment opportunity After termination of the Distributorship Agreement and Dealership Agreements, SPSU will not have any core business and will instead become a cash company. It will then have an opportunity to select a new prospective venture as a core business, which may not necessarily be in the automotive sector and can generate a better return than its existing business. 2) Disadvantages of entering into the transaction 2.1) Exit from the motorcycle business After entering into this transaction, SPSU and its subsidiary will no longer operate as a motorcycle distributor and dealer respectively and will not earn any income from such core business. In view of this, coupled with the fact that the Company has not yet planned on future investment and business, its shareholders will bear risk from uncertainties in the Company’s future business direction and income sources. 2.2) Delisting risk This transaction is a disposal of nearly all of the Company’s core operating assets and the Company will, after the transaction, become a cash company and not

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

engage in any business. According to the Acquisition or Disposal Notification, the Company must acquire a new business in order to qualify for listing on the SET within nine months from the date the SET receives a post-asset disposal financial status report, duly reviewed by an auditor, correctly and completely from the Company. Failure to fulfill such requirement within the said period of time may result in the Company facing a mandatory delisting, whereby no tender offer for the Company’s shares is required to be made. As such, its minority shareholders will have no alternative but to continue holding the shares after the said mandatory delisting. In order to mitigate such delisting risk and provide an alternative for the minority shareholders while the Company has not yet planned on its future investment, the Board of Directors accordingly resolved on voluntary delisting of shares from the SET, with S.P. International Co., Ltd., its major shareholder, proposed to make a general offer for all shares at the price of Bt. 16.20 per share. 3.2.3 Sale-back of inventory to TSM 1) Advantages of entering into the transaction 1.1) Cash receivable from the inventory disposal The Company will receive cash fully upfront from the sale-back of remaining inventory to TSM at the cost price for the items aged less than one year and at a discounted price for the items aged more than one year based on their condition. The total buy-back amount is set by TSM at not over Bt. 82.0 million. As of June 30, 2010, the inventory to be sold back to TSM was composed of 1,904 motorcycles valued at approximately Bt. 71.50 million, of which Bt. 64.97 million was the items aged 180-360 days and the rest Bt. Bt. 6.53 million was the items aged more than one year and to be discounted by roughly 10% from the cost price. Hence, the Company will receive net cash of about Bt. 70.85 million. However, if the Company could dispose of the inventory by itself before the timeline set for the inventory sale-back and could sell the products at the market price or higher than the cost price, it will receive cash sooner and probably in a greater amount than the above. 1.2) Mitigation of risk from holding inventory after the business cessation After ceasing the motorcycle distribution business, the Company has no further need to keep the inventory consisting of motorcycles and parts. Thus, the sale-back of such inventory to TSM will mitigate risk of failure to sell the products after cessation of the business. Moreover, the Company will not have to bear inventory management costs such as repair and maintenance expenses, contingencies for product obsolescence, etc. The Company will be able to dispose of the entire remaining inventory to TSM since it is expected that by the timeline set for inventory sale-back, the value of remaining inventory will be less than the buy-back limit set at Bt. 82.0 million. As of June 30, 2010, the value of remaining inventory was Bt. 113.16 million comprising of motorcycle Bt. 95.15 million, parts Bt.31.58 million and allowance for decline in value of inventories Bt.13.55 million (where the inventory exceeds the said limit, TSM will buy back the inventory in the amount not over such limit).

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

2) Disadvantages of entering into the transaction 2.1) Inability to generate a profit from sale of the products As the buy-back is set to be made at not exceeding the cost price of inventory, the Company is unable to make a profit from such sale of inventory as in the usual product distribution. It will even post a loss from selling the items aged more than one year as agreed to be discounted based on their condition (preliminarily set to be a discount of 10% from the cost price). The value of the items aged more than one year is estimated at Bt. 6.53 million, resulting in a loss of around Bt. 0.65 million from the said discount. However, the Company will incur no selling expenses as in the usual product distribution. 3.2.4 Sale of Zinphol shares 1) Advantages of entering into the transaction 1.1) Relief of burden from non-operative subsidiary After SPSU has terminated the Distributorship Agreement with TSM and the Dealership Agreement with Zinphol, Zinphol will not engage in the core business of motorcycle dealership any longer and plans to lay off its employees and not to operate any other business in the future, hence no further income-earning. It will therefore be somewhat a burden for the Company to continue investing in an entity that could not give any yield. The disposal price of Zinphol shares of Bt. 24 million at minimum is considered reasonable as it is higher than a fair price appraised by the IFA by the adjusted book value approach at Bt. 6.46 million. 2) Disadvantages of entering into the transaction 2.1) Investment loss incurred from financial restructuring before disposal of Zinphol shares As of June 30, 2010, Zinphol had a negative net worth of Bt. 66.11 million. Before selling the shares in Zinphol, the Company must undertake a financial restructuring to turn the said net worth into positive through a recapitalization. Accordingly, Zinphol Extraordinary General Meeting of Shareholders No. 1/2553 on July 14, 2010 resolved to approve an increase of registered capital by Bt. 80 million from Bt. 130 million to Bt. 210 million. The Company has already invested in the newly issued shares of Zinphol. After the said capital increase of Bt. 80 million and the book value adjustment in respect of the items likely arising from the business discontinuation, the book value of Zinphol shares is estimated at Bt. 6.46 million. Should the Company retain the shareholding in Zinphol, it will have to set aside an allowance for impairment loss on investment of around Bt. 73.54 million. Before the recapitalization of Zinphol, the Company invested in Zinphol shares at a total cost price of Bt. 133 million and has made full provision for impairment loss on such investment. If the Company successfully sells Zinphol shares at not less than Bt. 24 million, it will post a loss from such additional investment in an amount not over Bt. 56 million and include unrealized loss which recorded Bt.133 million, the total loss from sale of Zinphol shares not over Bt.189 million.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

2.2) Loss of opportunity to enjoy tax benefit from Zinphol’s retained loss Zinphol had a retained loss, which is tax-deductible, of Bt. 87.99 million in 2009 and Bt. 60.99 million in H1/2010. The retained loss incurred in 2009 and H1/2010 is entitled to tax benefit until 2014 and 2015 respectively. If Zinphol generates a profit from operations, it will save income tax by reaping the tax benefit on the said retained loss incurred in the past years. Thus, if the Company sells out the shares in Zinphol, it will not indirectly obtain the said tax benefit enjoyed by Zinphol. 3.3 Advantages and disadvantages between entering into the transactions with connected parties and those with a third party, necessity for making the transactions with connected parties and reasons for not making the transactions with a third party 3.3.1 Termination of the Distributorship Agreement The Company signed the Distributorship Agreement with TSM, which is its connected party. Accordingly, it must terminate such agreement only with TSM, as the sole party to the agreement, and cannot make this transaction with any other person which is not the party to the agreement. In this case, it is therefore not possible to compare the advantages and disadvantages between entering into the transaction with a connected party and that with a third party. The Company needs to terminate the Distributorship Agreement with TSM because SMC, a major shareholder of TSM (holding a stake of 52.05% in TSM), plans to operate the Suzuki motorcycle distribution in Thailand on its own (except for 14 southern provinces where Ban Suzuki Co., Ltd. will resume as its distributor), and has proposed SPSU to terminate the Distributorship Agreement made with TSM and offered to take up the entire 18.78% stake in TSM from the Company. At the same time, the Company itself wishes to cease the core business of motorcycle distribution due to the keen competition and unfavorable economic and political factors, which might cause further loss from the operations and damage to the Company. 3.3.2 Sale-back of inventory The inventory to be sold back to TSM, the connected party, consists of Suzuki motorcycles and parts that were procured from TSM for distribution to the Company’s dealers. As a consequence, upon termination of the Distributorship Agreement with TSM, the Company is no longer entitled to distribute Suzuki products. The said inventory disposal is thus considered reasonable. The terms of inventory sale-back to TSM are also deemed appropriate. The buy-back amount has been set by TSM at not exceeding Bt. 82.0 million and the buy-back price is set equal to the cost price at which TSM sold the products to the Company. The items aged more than one year will be sold at a discount based on their condition. With the inventory gradually disposed of for the time being, the remaining inventory as of June 30, 2010 was worth Bt. 71.50 million, which is lower than the agreed maximum buy-back amount. The Company will therefore be able to sell the entire remaining inventory back to TSM, thereby helping to relieve the burden of holding inventory after the cessation of Suzuki motorcycle distribution business. Besides, the inventory includes only Suzuki products which are to be sold back solely to TSM as the supplier and, upon termination of the Distributorship Agreement, the Company may not distribute Suzuki products to its dealers any longer. It will also terminate the Dealership Agreements with all dealers. The said termination of all agreements is expected to take place by December 31, 2010.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Risks to the minority shareholders The Company’s Extraordinary General Meeting of Shareholders No. 1/2553 scheduled for September 23, 2010 will consider and approve the sale of shares in TSM, the termination of Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of shares in Zinphol. After all such issues are approved by the meeting, the shareholders will on the same occasion consider approving the voluntary delisting of SPSU shares from the Exchange. The above disposal of assets will result in SPSU becoming a cash company and relatively failing to qualify as a listed entity. Given that the shareholders’ meeting approves the disposal of assets, but disapproves the shares delisting, and the Company fails to engage in a new business to qualify as a listed entity within the timeline specified by the SET,9 the SET may then order a mandatory delisting of its shares, in which case the Company is may not required to arrange for a tender offer for its shares. The minority shareholders may have no alternative but to continue holding the shares after the said delisting ordered by the SET. 3.4 Fairness of prices and conditions of the transactions The Company will enter into the assets disposal transactions as follows: 1) Sale of 5,088 TSM shares with a par value of Bt. 10,000 per share (18.78% of TSM’s paid-up share capital) at the price of Bt. 131,666.61 per share totaling Bt. 669,919,712.66 2) Termination of the Distributorship Agreement and Dealership Agreements 3) Sale-back of inventory to TSM at the cost price at which TSM sold the products to the Company, with the items aged more than one year to be discounted based on their condition and with the buy-back amount limited at Bt. 82.0 million 4) Sale of 2,099,965 shares in Zinphol with a par value of Bt. 100 per share (99.99% of Zinphol’s paid-up share capital) at a total price not lower than Bt. 24 million The IFA has determined the fairness of transaction prices and conditions of each transaction, with details as follows: 3.4.1 Sale of TSM shares (1) Reasonableness of price We have identified the reasonable selling price of TSM shares by conducting a valuation of TSM shares by various approaches as follows: (1) (2) (3) (4)

Book value approach Adjusted book value approach Price to book value approach Discounted cash flow approach

We have not adopted the market value approach because TSM is not listed on the SET and, hence, the reference market prices are not available. The price to earnings ratio 9

After the disposal of the entire or almost entire assets, listed companies are required to submit a financial status report, duly reviewed by an auditor, to the SET within 30 days of such assets disposal and must engage in a new business to qualify for listing on the Exchange within nine months of the SET’s receipt of the said report.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

approach (P/E) and the EV/EBITDA approach are not applicable either since TSM in 2009 operated at a loss of Bt. 569.39 million and had negative EBITDA of Bt. -355.53 million. Here are details of TSM share valuation: 1) Book value approach Under this approach, the shares are appraised based on the book value of TSM according to its financial statement as of December 31, 2009, audited by a certified public accountant of Deloitte Touche Tohmatsu Jaiyos Co., Ltd., an auditor approved by the Office of the SEC. We have not adopted the financial statement for a six-month period ended June 30, 2010 in the share valuation because it includes certain items that were not adjusted during the accounting year, thus failing to truly reflect the value of assets and liabilities. Moreover, TSM has not prepared a financial statement that is reviewed by an auditor for the said period. The share valuation by this approach is shown below: Item TSM’s shareholders’ equity as of December 31, 2009 (Bt. million) Total number of paid-up shares (shares) Par value (Bt./share) Book value (Bt./share) Number of TSM shares held by SPSU (shares) Total book value of TSM in respect of ownership by SPSU (Bt. million)

Amount 2,798.37 27,091 10,000 103,295.19 5,088 525.57

The share price valuated by this approach reflects the financial position at a given time period and the asset value accounted for, but does not reflect either the present market value of the assets or the future performance of TSM. The price of TSM shares is appraised at Bt. 103,295.19 per share and the total book value for the share portion owned by SPSU at Bt. 525.57 million, which is lower than the agreed transaction price of Bt. 131,666.61 per share by Bt. 28,371.42 per share or lower than the agreed total price of Bt. 669.92 million by Bt. 144.35 million or 21.55%. 2) Adjusted book value approach Under this approach, the shares are appraised based on an adjustment of the book value shown in the financial statement ended December 31, 2009 by the market price of certain assets and crucial items arising after the date of the financial statement such as dividend payment, adjusted investment value, and adjusted land and construction value according to the independent appraiser’s valuation to reflect the present market value. Details of the adjustment to the book value are as follows: 2.1) Dividend payment The 2010 Annual General Meeting of TSM on April 27, 2010 approved an interim dividend payment at Bt. 26,504 per share totaling Bt. 718.02 million. The said dividend payment was completely made on July 20, 2010.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

2.2) Adjusted investment value TSM has invested in associated and related companies together with other longterm investments in listed and non-listed entities operating businesses related to or supporting its own business such as autoparts manufacturing, production and distribution of clutch for automobiles and motorcycles, production of motorcycle carburetors and carburetor parts, etc. The said investments had a total book value of Bt. 121.56 million as of December 31, 2009, details of which are tabulated below:

Company Associated company 1. Suzuki Service Thailand Co., Ltd. Related company 2. Santiphap Suzuki Lao Factory

Type of business

Paid-up capital (Bt. 000’s)

Ownership by TSM %

Book value as of Dec No. of shares 31, 2009 (Bt. 000’s)

Distribution of motorcycles and parts

2,000.00

49.00

9,800

980.00

Production of motorcycle parts

10,000.00

6.00

600

600.00

85,000.00

5.35

45,475

4,547.50

60,000.00

3.00

1,800

1,800.00

120,000.00

0.21

n.a.

250.00

420,000.00

7.00

294,000

29,400.00

100,000.00

7.50

7,500

7,500.00

169,500.00

13.00

220,350

22,035.00

383,125.00

0.39

300,000

5,700.00

199,500.00

5.01

2,000,000

10,000.00

Others 3. Thai Engineering Products Co., Ltd.

Manufacturing of auto parts and components 4. FCC (Thailand) Co., Ltd. Production and distribution of clutches for automobiles and motorcycles 5. Muang Ake Golf Course Co., Ltd. Golf course membership 6. Mikuni (Thailand) Co., Ltd. Production of carburetors and carburetor parts for motorcycles 7. Toyo Roki (Thailand) Co., Ltd. Production of auto parts 8. Miyuki Industries (Thailand) Co., Ltd. Production of aluminum bars Available-for-sales securities 9. Thai Stanley Electric Plc. Production and distribution of light bulbs and lighting equipment for vehicles 10. Thai Mitsuwa Plc. Production and assembling of plastic parts Unrealized gain on revaluation of available-for-sales securities* Total

38,750.00 121,562.50

Note:* This is the difference between the market price and the cost price of the invested shares and accounted for in ‘assets’ and ‘shareholders’ equity.’

We have adjusted value of the above investments to reflect their present value by basing upon the book value shown in the most recent audited financial statements in case of non-listed entities and upon the closing market price as of August 16, 2010 in case of SET-listed entities.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The investment value derived from either the book value or the market price of shares (market-based value) is then compared with the book value of investments presented in TSM’s financial statement to find the difference, details of which are illustrated below:

Company

(1) Market-based investment value Associated company 1. Suzuki Service Thailand Co., Ltd. Related company 2. Santiphap Suzuki Lao Factory Others 3. Thai Engineering Products Co., Ltd. 4. FCC (Thailand) Co., Ltd. 5. Muang Ake Golf Course Co., Ltd. 6. Mikuni (Thailand) Co., Ltd. 7. Toyo Roki (Thailand) Co., Ltd. 8. Miyuki Industries (Thailand) Co., Ltd. Available-for-sales securities 9. Thai Stanley Electric Plc. 10. Thai Mitsuwa Plc.

Ownership by TSM (%)

Total value (Bt. 000’s)

Value of ownership by TSM (Bt. 000’s)

49.00

1,925.001/

943.25

6.00

15,650.002/

939.00

5.35 3.00 0.21 7.00 7.50

3,561,314.931/ 3,256,822.821/ 257,008.543/ 1,270,811.341/ 1,026,484.754/

190,530.35 97,704.68 539.72 88,956.79 76,986.36

13.00

191,618.485/

24,910.40

0.39 5.01

12,949,625.006/ 498,750.006/

50,503.54 24,987.38

Total (2) Investment value accounted for in TSM financial statement (F/S) ended December 31, 2009 Difference (1) - (2) 1/ Notes: Book value under F/S ended December 31, 2009 2/ Book value under F/S ended December 31, 2008 3/ Book value under F/S ended December 31, 2003 4/ Book value under F/S ended March 31, 2009 5/ Book value under F/S ended March 31, 2010 6/ Closing market price as of August 16, 2010

557,001.47

121,562.50 435,438.97

The total investment value derived from the book value or the market price of shares (market-based value) is Bt. 557.00 million, which is greater than the book value of investments accounted for in TSM’s financial statement of Bt. 121.56 million by Bt. 435.44 million. 2.3) Adjusted land and construction value Two items of TSM’s fixed assets have been revaluated: 1) a vacant plot of land located on Senanikhom 1 Soi 12 Road, Lat Yao, Chatuchak, Bangkok, and 2) land and construction as Susuki motorcycle production facilities located on Rangsit-Nakhon Nayok Road, Bung Yitho Sub-district, Thanyaburi District, Pathum Thani Province. Such revaluation has been agreed upon between the seller and the buyer of TSM shares and no revaluation has been conducted on machinery and equipment of TSM. Here are details of the revaluated assets: - 48 -

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

2.3.1) Vacant land on Senanikhom 1 Soi 12 Road According to an asset appraisal report dated June 11, 2010 prepared by DTZ Debenham Tie Leung (Thailand) Co., Ltd. (“DTZ”), an independent appraiser accredited by the Thai Valuers Association and the Valuers Association of Thailand with objective for revaluation approach. DTZ has appraised the vacant plot of land located on Senanikhom 1 Soi 12 Road, Lat Yao, Chatuchak, Bangkok, under the ownership of TSM covering a total area of 6-3-39 rai or 2,739 square wah, has been appraised by the market approach based on five sets of market data of land in nearby areas. Factors such as selling conditions, zoning, location, size and shape of land, accessibility, public utilities, etc. are also taken into consideration. By using the adjustment grid sales analysis method to derive a market price, the said land has been revaluated at Bt. 82 million. (Detail of land valuation by Adjustment Grid Sales Analysis has shown on attachment 1) Conclusion of the land revaluation

1. Land

Description of asset

Owner

- Land under title deed no. 30840, land no. 1294, survey no. 3881, covering 6-3-39 rai (2,739 sq. wah) - Treasury Department’s appraisal at Bt. 25,000/sq. wah

TSM

Revaluated price (Bt. million) 82.00 (Bt. 30,027/sq. wah)

2.3.2) Land and construction as Susuki motorcycle production facilities Based on the asset appraisal report dated June 11, 2010 prepared by DTZ with objective for revaluation approach. The revaluation has been made on the land and construction which is the location of motorcycle production facilities, situated at no. 31/1 Moo 2 Rangsit-Nakhon Nayok Road, Bung Yitho Sub-district, Thanyaburi District, Pathum Thani Province, covering a total area of 196-0-39 rai or 78,439 square wah. The land has been appraised by the market approach based on four sets of market data of land in nearby areas. Factors such as selling conditions, zoning, location, size and shape of land, accessibility, public utilities, etc. are also taken into consideration. By using the adjustment grid sales analysis method to derive a market price, the said land has been revaluated at Bt. 700 million. (Detail of land valuation by Adjustment Grid Sales Analysis has shown on attachment 1) The construction has been appraised by the depreciated replacement cost method. The construction cost and building modification has been estimated at the depreciated replacement cost in accordance with the Thai Valuers Association’s standard cost. Such cost is appraised per square meter, inclusive of costs of materials, decoration, system, labor, operation and value added tax. All construction, mostly having been in use since 1990, is then valuated based on the useful life, deducted by depreciation at 2%-5% per year. It has been revaluated by DTZ at Bt. 202 million in total.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Conclusion of land and construction revaluation

Type and description of asset 1. Land

1) Title deed no. 21, land no. 7, survey no. 21, covering 61-1-00 rai (24,500 sq. wah) 2) Title deed no. 22, land no. 20, survey no. 22, covering 98-2-27 rai (39,427 sq. wah) 3) Title deed no. 6266, land no. 80, survey no. 6266, covering 5-3-12 rai (2,312 sq. wah) 4) Title deed no. 6267, land no. 19, survey no. 6267, covering 31-1-00 rai (12,500 sq. wah) 2. Buildings 23 items comprising motorcycle body and making plants, parts manufacturing construction plants, electric room, office building, car park, fence, road, pathway, etc. (Detail building and improvements has shown on attachment 2) Total

Treasury Dept’s assessment (Bt./sq. wah) 4,500

Owner

Revaluated price (Bt. million)

TSM

700.00 (Average of Bt. 8,890/sq. wah)

TSM

202.00

6,000

21,000 15,000

-

902.00

The IFA is of the opinion that the land revaluation based on the assessment by the Treasury Department, Ministry of Finance, does not reflect the true market value. However, the official appraised price can be used as a minimum reference value for an estimation of the land cost for the purpose of title registration and legal documentation. We deem further that the land revaluation by the market approach is appropriate since this method is suitable for the appraisal of properties having comparable sale and purchase records such as residential properties and vacant land. The appraisal of construction by the depreciated replacement cost method is also deemed appropriate as the method is suitable for the appraisal of properties under construction or not generating regular income or used for special purpose such as a factory or the properties with unavailable market data. From the comparison of total value of the appraised assets, the revaluated price is higher than the book value as of June 30, 2010 by Bt. 780.55 million, as detailed below:

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Conclusion of total asset revaluation

Appraised assets 1. Vacant land 2. Factory land 3. Buildings and construction - plants Total

Book value as of Revaluated price December 31, 2009 1.90 31.91 169.64

82.00 700.00 202.00

203.45

984.00

Unit: Bt. million Revaluated price higher than book value 80.10 668.09 32.36 780.55

2.4) Adjusted book value of shares Items TSM’s shareholders’ equity as of December 31, 2009 Adjusted items Less Interim dividend Add Surplus on investment value Revaluation increment on fixed assets Net book value after adjustment Total number of paid-up shares (shares) Net book value per share after adjustment (Bt.) Number of TSM shares held by SPSU (shares) Net book value after adjustment for the portion owned by SPSU

Bt. million 2,798.37 (718.02) 435.44 780.55 3,296.34 27,091 121,676.57 5,088 619.09

The share valuation by the adjusted book value approach can reflect a more updated net asset value than the book value approach. It can reflect the market value that will impact the net present value of the assets. However, this method does not focus on the performance and competitiveness of the business in the future, including the overall economic and industrial situation. Therefore, TSM shares are appraised at Bt. 121,676.57 per share and the total value of the share portion owned by SPSU at Bt. 619.09 million, which is lower than the agreed transaction price of Bt. 131,666.61 per share by Bt. 9,990.04 per share or lower than the agreed total price of Bt. 669.92 million by Bt. 50.83 million or 7.59%. 3) Price to book value approach (P/BV) Under this method, the shares are valuated by multiplying the book value of TSM as of December 31, 2009, which is Bt. 103,295.19 per share, by the average price to book value (P/BV) ratio of companies listed on the SET in Industrials Group, Automotive Sector, and engaging in a similar business to TSM, consisting of 10 entities, over the period of three months, six months, nine months and 12 months up to July 15, 2010, which is the last business day before the date of SPSU Board of Directors’ approval of the disposal of assets and the voluntary delisting of shares. The valuation of TSM shares is based on the average P/BV of listed companies in Industrials Group, Automotive Sector, listed on the SET and the MAI and operating similar or related businesses to TSM such as production of motorcycle batteries, motorcycle paints, tires and tubes, distribution of motorcycles and parts, production and distribution of motorcycle

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

lighting products, control cables, and plastic parts for motorcycles, etc. There are 10 entities, with trading liquidity, selected as peer companies, as follows:

1. Thai Storage Battery Plc.

Ticker symbol BAT-3K

2. Eason Paint Plc.

EASON

Name

Business/Product

3. Hwa Fong Rubber (Thailand) Plc.

HFT

4. Inoue Rubber (Thailand) Plc. 5. S.P. Suzuki Plc.

IRC SPSU

6. Thai Stanley Electric Plc.

STANLY

7. Thai Steel Cable Plc.

8. Yuasa Battery Plc.

TSC

YUASA

9. CPR Gomu Industrial Plc.

CPR

10. Thai Mitsuwa Plc.

TMW

Production and distribution of batteries for automobiles and motorcycles and other batteries Production of plastic, motorcycle, and packaging coatings, including paper offset ink and industrial paints Production and distribution of tires and tubes of motorcycles and small logistic equipment vehicles Production and distribution of motorcycle tire parts, motorcycle tubes and wheel set assembly Distribution of Suzuki motorcycles and parts to dealers nationwide Production and distribution of light bulbs and lighting equipment for automobiles, motorcycles and other vehicles Production and distribution of control cables for automobiles and motorcycles and car window regulators to leading car and motorcycle manufacturers, parts centers, and other retailers Production and distribution of batteries for cars and motorcycles, industrial batteries for use as a power supply, and traction batteries Production of pure tires and radial tires for supply to original equipment manufacturers (“OEM”) serving car and motorcycle assemblers One stop service ranging from designing, manufacturing, repairing to modifying of plastic injection and spraying moulds and plastic parts assembling, with four types of finished products: - Plastic parts of electrical and electronic appliances - Plastic parts of office automation and home appliances - Plastic parts of automobiles, pick-ups, and motorcycles such as fender, door mirror, door handle, wiper, etc. - Production service, repairing and supply of plastic molding

The appraised share price derived is discounted by 10% because TSM is not a SETlisted entity and accordingly does not have trading liquidity. Such discount rate is based on the discount rate of around 10%-15% used for IPO share valuation.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Average P/BV of selected peer companies in the Automotive Sector Period BAT-3K Average of past 3 months 0.80 Average of past 6 months 0.84 Average of past 9 months 0.84 Average of past 12 months 0.83

EASON 0.84 0.88 0.87 0.85

HFT 1.11 1.04 1.00 0.91

IRC 1.40 1.31 1.28 1.25

SPSU 0.42 0.41 0.40 0.39

Period Average of past 3 months Average of past 6 months Average of past 9 months Average of past 12 months

YUASA 1.95 2.02 1.72 1.52

CPR 1.11 1.13 0.97 0.88

TMW 0.52 0.50 0.47 0.46

Average 1.09 1.08 1.02 0.96

TSC 1.31 1.29 1.28 1.19

STANLY 1.47 1.39 1.37 1.30

Conclusion of TSM share valuation by the price to book value approach

Period Average of past 3 months Average of past 6 months Average of past 9 months Average of past 12 months

Average P/BV of selected peer companies 1.09 1.08 1.02 0.96

Share price (Bt./share)

Share price (discounted 10%) (Bt./share)

112,591.76 111,558.81 105,361.09 99,163.38

101,332.58 100,402.92 94,824.98 89,247.04

No. of shares held by SPSU (shares) 5,088 5,088 5,088 5,088

Total sale value

The share valuation by this approach reflects only TSM’s financial position at a certain point of time and its asset book value, but not the present market value of the assets and its future performance. TSM shares are appraised under this approach at Bt. 89,247.04 - 101,332.58 per share and the total value of the share portion owned by SPSU at Bt. 454.09 million - 515.58 million, which is lower than the agreed transaction price of Bt. 131,666.61 per share by Bt. 30,334.03 - 42,419.57 per share or lower than the agreed total price of Bt. 669.92 million by Bt. 154.34 million - 215.83 million or 23.04% - 32.22%. 4) Discounted cash flow approach This approach focuses on TSM’s profitability prospects from the production and distribution of motorcycles at home and abroad and the distribution of outboard engines and motorcycle parts of various types, based on a five-year financial projection (2010-2014) to find the present value of free cash flow. The said financial projection has been prepared by the IFA under the assumptions available from TSM and the interviews with TSM management on a going concern basis, whereby TSM will continue the production and distribution of motorcycles at home and abroad and the distribution of outboard engines and motorcycle parts of various types and will undertake the market making activities in Thailand by itself, instead of engaging SPSU as its distributor. The assumptions have been set based largely on the actual historical financial ratios or data, the present economic situation, and the future business policy obtained from

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515.58 510.85 482.47 454.09

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

interviews with TSM management, with some adjustments made by the IFA to be consistent with the current economic condition and the future business policy obtained from TSM management. The said financial projection is prepared for the sole purpose of identifying a reasonable share price compared with the agreed transaction price. Any material change from the assumptions in the economic condition and other external factors impacting TSM’s operation and its status will relatively lead to changes in the price valuated by this approach. The valuated price cannot be used as a reference price for any purpose other than that mentioned above. Key assumptions used for preparing the financial projection are described below: 1. Sales income Actual sales income in 2007-2009 and projection for 2010-2014

Unit: Bt. million Sales income

------------ Actual --------2007 2008 2009 10,000 10,171 5,725

----------------------- Projected ---------------2010 2011 2012 2013 2014 6,859 7,767 8,566 9,434 10,374

Sales income is projected based on sales volume of motorcycles, parts and outboard engines, under the motorcycle industry growth forecast from motorcycle sales in Thailand and market share of Suzuki, and the selling prices of each product in the domestic and overseas markets. Over 2010-2014, sales income is expected to grow 20%, 13%, 10%, 10% and 10% respectively, with sales of motorcycles, parts and outboard engines representing about 70%, 17% and 13% of total sales income respectively. The sales income growth is based on projection by TSM management who wishes to boost the market share. Such sales income growth results from an increase in sales volume and selling prices of all product categories. TSM management expects an expansion in the local market share of Suzuki motorcycles, helped by stronger efforts in marketing campaigns and coordination with dealers to boost the sales volume through market making by TSM itself. For the export market, it is predicted to grow steadily on account of economic expansion in buying countries such as Indonesia, the Philippines, etc. 2. Cost of sales

Unit: Bt. million Cost of sales

------------ Actual ------2007 2008 2009 9,906 9,796 5,881

----------------------- Projected --------------2010 2011 2012 2013 2014 6,788 7,560 8,300 9,102 9,971

Cost of sales is projected based on variable cost and fixed cost of the products. Cost of sales in 2010 is based on the actual variable cost and fixed cost proportion in 2009. For 2010-2014, cost of sales to sales income ratio is projected to be 99%, 97%, 97%, 96% and 96% respectively. Variable cost is set in percentage of total sales, whereas fixed cost is set to grow 3% per year based on the average five-year inflation rate (2005-2009). A drop in the cost of sales to sales income ratio is attributed to consistent sales growth and cost reduction

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

efforts. 3. Gross profit margin

Unit: % Gross profit margin

------------ Actual --------2007 2008 2009 1

4

(3)

------------------------ Projected ----------------2010 2011 2012 2013 2014 1

3

3

4

4

Gross profit margin is projected at 1%, 3%, 3%, 4% and 4% for 2010-2014 respectively. The rise in gross profit margin in 2010 from a year earlier results from sales growth, while cost of sales is primarily based on the actual cost structure in 2009. The increase in gross profit margin in 2011-2014 is contributed by continual sales growth and cost reduction efforts. 4. Selling and administrative expenses Actual selling and administrative expenses in 2007-2009 and projection for 20102014

Unit: Bt. million Selling and administrative expenses

------------ Actual -------2007 2008 2009 647 842 659

--------------------- Projected -----------------2010 2011 2012 2013 2014 622 705 782 865 957

Selling and administrative expenses are forecast to increase (decrease) by (6)%, 13%, 11%, 11% and 11% over 2010-2014 respectively. They mainly comprise marketing expenses on sales promotion, employee salaries, and office expenses such as stationery, repair and maintenance, rental fee, etc. A fall in selling and administrative expenses in 2010 is ascribed principally to a decline in marketing expenses in line with the management’s prediction that the proportion of such expenses to sales income will go down. Other selling and administrative expenses will grow 3% per year according to the average five-year inflation rate (2005-2009). 5. Income tax TSM bears no income tax for 2010-2014 because it has operated at a net loss. 6. Capital expenditure Capital expenditure is estimated to be Bt. 213.85 million in 2010-2015, based on depreciation in 2009 due to replace depreciated asset. It consists largely of investment in moulds, jigs and dies. 7. Working capital Average collection period Average selling period Average repayment period

69 23 66

days days days

The average collection period, selling period and repayment period are projected based on the 2009 financial statement.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

According to the assumptions for five-year financial projection (2010-2014), TSM will have negative cash flow from operations. Therefore, we cannot appraise TSM shares by the discounted cash flow approach, as detailed below: Table illustrating cash flow projection for 2010-2014

EBITDA Less Income tax Add (Less) Net change in working capital Less Capital expenditure Free cash flow to firm

2010 (194,707) (259,669) (213,846) (668,223)

2011 (135,022) (82,637) (213,848) (431,507)

Unit: Bt. 000’s 2012 2013 2014 (149,110) (164,434) (181,117) (61,015) (65,678) (70,904) (213,848) (213,848) (213,848) (423,973) (443,960) (465,869)

Table exhibiting comparison of the valuated share price and the agreed transaction price

1. 2. 3. 4.

Valuated price (lower) than greed transaction price Bt. %

103,295.19 121,676.57

Agreed transaction price (Bt./share) 131,666.61 131,666.61

89,247.04 - 101,332.58

131,666.61

(30,334.03 – 42,419.57) (23.04 - 32.22)

Approaches of TSM share valuation

Valuated price (Bt./share)

Book value approach Adjusted book value approach Price to book value approach Discounted cash flow approach

(28,371.42) (9,990.04)

(21.55) (7.59)

Not applicable due to negative net cash flow expected throughout the projection period

The above valuation approaches have different strengths and weaknesses in identifying a reasonable share price, as described below: 1) The book value approach reflects only the financial position at a certain point of time and the book value of assets, but not the true market value of the assets and the performance or profitability prospect in the future. 2) The adjusted book value approach can better reflect the net asset value and the market value than the book value approach, with adjustment made by the transactions taking place after the date of the financial statement. However, it does not take into account the future performance or profitability prospect. 3) The price to book value approach reflects only the working results and financial position at a certain period of time by comparing with the average value of SET-listed peers, but not the present market value of the assets and the performance or profitability prospect in the future. 4) The discounted cash flow approach focuses on the future business operations and profitability prospect of TSM by basing on its net present value of free cash flow and the overall economic and industrial trend. However, TSM has in the past three years posted a substantial loss due to effects from a continuous decline in local market share, from around 5.1% in 2008 to 3.91% in 2009 and 3.68% as of June 30, 2010.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

After the termination of the Distributorship Agreement with SPSU, TSM plans to undertake the product distribution and marketing in Thailand by itself (except for 14 southern provinces) by concentrating on cooperative efforts with the dealers in arranging marketing activities and stimulating brand awareness to boost sales and market share. It will take some time before these can bear fruit. Therefore, TSM will in the next five years bear higher operating expenses, despite the sales growth. TSM must then try to boost its sales in order to expand its market share and control all expenses so as to survive. It is thus expected to still show negative cash flow from operations over 2010-2014. In our opinion, the adjusted book value approach is most suitable for the valuation of TSM shares as it can better reflect the net asset value of TSM than all other methods. By this approach, TSM shares are appraised at Bt. 121,676.57 per share and the total value of the share portion owned by SPSU at Bt. 619.09 million, which is lower than the agreed transaction price of Bt. 131,666.61 per share by Bt. 9,990.04 per share or lower than the agreed total price of Bt. 669.92 million by Bt. 50.83 million or 7.59%. (2) Appropriateness of the transaction conditions The Company will receive cash payment in full amount from SMC for the sale of TSM shares worth Bt. 669.92 million. It will sell and transfer TSM shares, according to the conditions set forth on the closing date, by October 2010 and will receive the share payment by the same month of the said share transfer. Under the conditions set forth on the closing date, the Company will, upon complete delivery to SMC of the TSM share certificates that are free of any guarantee, pledge and any other commitments, receive the cash payment in full amount upfront. SMC and the Company have mutually agreed to complete all relevant procedures, consisting of, for instance, a change of the Company’s name within 30 days after obtaining approval from the shareholders’ meeting and concerned agencies for the shares delisting in order to ensure that the Company’s new name does not bear ‘Suzuki’ or any other similar term and that it shall not use Suzuki logo or trademark in any business activities after obtaining such approval. Among others to be fulfilled for a successful sale of shares are the share ownership transfer and the registration of SMC as shareholder. However, the said conditions will not prejudice the Company’s right to operate any business in the future. We consider that the transaction conditions and share payment terms are fair to both parties and conform with the business norms and that the Company will not lose any benefits and not have to bear tax on the dividend receivable from TSM. We also believe that on the transaction date the Company will be able to deliver the share certificates completely to SMC. The TSM shares currently held by it are free of any guarantee, pledge and any other commitments. Moreover, other conditions pertaining to the sale of TSM shares such as approval required from the shareholders’ meeting for the said transaction including approval required for other relevant transactions such as the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory, and the disposal of Zinphol shares are deemed appropriate because all transactions are inter-related and aimed at enabling the Company to cease the Suzuki motorcycle distribution business.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

3.4.2 Sale of Zinphol shares (1) Reasonableness of price We have identified the reasonable selling price of Zinphol shares by conducting a share valuation under the assumption that Zinphol ceases the motorcycle distribution business and will not engage in any other business. We have used three approaches for the share valuation as follows: (1) Book value approach (2) Adjusted book value approach (3) Price to book value approach We have not adopted the market value approach because Zinphol is not listed on the SET and, hence, the reference market prices are not available. The price to earnings ratio approach (P/E) and the EV/EBITDA approach are not applicable either since Zinphol operated at a net loss and had negative EBITDA in 2009 and the first half of 2010. Likewise, the discounted cash flow approach is not used for the share valuation, as SPSU will terminate the Dealership Agreement with Zinphol by 2010 and Zinphol will subsequently have to cease this business and will not operate any other business in the future. Here is the outcome of the share valuation: 1) Book value approach Under this approach, the shares are appraised based on the book value of Zinphol according to its financial statement for a six-month period ended June 30, 2010, audited by a certified public accountant of BPR Audit and Advisory Co., Ltd., an auditor approved by the Office of the SEC. It appears that as of such date Zinphol had a negative book value of Bt. 66.11 million, representing a book value per share of Bt. -50.85. However, Zinphol Extraordinary General Meeting of Shareholders No. 1/2553 on July 14, 2010 approved an increase of Zinphol’s registered capital by Bt. 80 million from Bt. 130 million to Bt. 210 million through an issue of 800,000 new ordinary shares with a par value of Bt. 100 per share. The share payment was completely made and the capital increase was duly registered on July 22, 2010. Therefore, we have adjusted the calculation of the book value of Zinphol shares by basing on the newly issued share capital, resulting in a book value of Bt. 13.89 million or Bt. 6.61 per share, as detailed in the below table: Items Shareholders’ equity as of June 30, 2010 Add Registered capital increase Shareholders’ equity after capital increase Par value (Bt./share) Number of total paid-up shares (after capital increase) (million shares) Book value per share (Bt.)

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Bt. million (66.11) 80.00 13.89 100 2.10 6.61

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The share price valuated by this approach reflects the asset value accounted for and the financial position at a given time period, but does not reflect the present market value of the assets of Zinphol. The shares are appraised at Bt. 13.89 million in total or Bt. 6.61 per share, which is lower than the minimum selling price set at Bt. 24 million by Bt. 10.11 million or 42.13%. 2) Adjusted book value approach Under this approach, the shares are appraised based on an adjustment of the book value derived in 1) above, which is Bt. 13.89 million in total or Bt. 6.61 per share, by the crucial items expected after the cessation of core business of motorcycle distribution by Zinphol. Zinphol has already discontinued this business since June 2010. As of June 30, 2010, Zinphol had total assets of Bt. 129.20 million and total liabilities of Bt. 195.32 million. After the business cessation, Zinphol will dispose of all assets used in this business, including buildings and construction, office equipment, service equipment, etc. As such, it will have to account for all expenses resulting from a decline in value of assets and must set aside contingencies for business cessation for all of its branch offices. It expects to complete the debt repayment and debt collection by 2010. Some other assets and liabilities have not been adjusted because they will, after the said disposal of assets and debt repayment, by no mean affect the shareholders’ equity of Zinphol. Here are details of the material asset items: Trade accounts receivable net

As of June 30, 2010, trade accounts receivable totaled Bt. 5.11 million, consisting of receivables from related parties of Bt. 4.49 million and receivables from other companies of Bt. 0.62 million, as follows: Receivables from related parties - Thitikorn Plc. Receivables from other companies Net

Bt. 4.49 Bt. 0.62 Bt. 5.11

million million million

The said receivables come from the usual course of business. According to Zinphol’s accounting policy, no allowance for doubtful accounts is set aside because most of the receivables are overdue no longer than six months and Zinphol has never suffered any bad debts from these receivables. Zinphol expects to collect these debts completely by the end of 2010. Receivables from related parties(current assets)

As of June 30, 2010, receivables from related parties stood at Bt. 3.11 million, consisting of receivables from Thitikorn Plc., SPSU and TSM of Bt. 2.98 million, Bt. 0.12 million, and Bt. 0.01 million respectively. The above receivables mostly came from sales promotion receivables and could be smoothly collected from the related parties. Zinphol expects to collect these debts completely by the end of 2010.

Receivables from related parties (non-current assets)

As of June 30, 2010, receivables from related parties were Bt. 0.78 million, consisting of rental deposits and rental service fees for renting of building from SPI to be used as a head office. Zinphol paid threemonth deposits in advance. Such deposits will be expended on building rental for a six-month period.

Hire-purchase contract receivables - net

As of June 30, 2010, hire-purchase contract receivables amounted to Bt.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

9.90 million, with allowance for doubtful accounts set aside at Bt. 5.89 million resulting in net trade accounts receivable of Bt. 4.01 million. Details of hire-purchase contract receivables, classified by overdue period, are as follows: Receivables classified by overdue period Not yet due Overdue 1 month Overdue 2-3 months Overdue 4-6 months Overdue 7-12 months Overdue more than 1 year

Bt. 2.50 Bt. 0.58 Bt. 0.97 Bt. 0.97 Bt. 1.03 Bt. 3.86

million million million million million million

Total Less Allowance for doubtful accounts Net

Bt. 9.90 Bt. (5.89) Bt. 4.01

million million million

Zinphol has set aside an allowance for doubtful accounts in respect of the receivables overdue for four months or more at 100% and in respect of the receivables not yet due or overdue for less than four months at 1%, which is deemed appropriate and sufficient and is aligned with Zinphol’s accounting policy. Inventories - net

As of June 30, 2010, Zinphol had total inventories of Bt. 100.99 million, with allowance for decline in value of inventories set aside at Bt. 3.12 million resulting in net inventories of Bt. 97.87 million, as detailed below: Inventories - Motorcycles Parts Less Allowance for decline in inventories value Net

Bt. 97.78 million Bt. 5.21 million Bt. (3.12) million Bt. 97.87 million

Zinphol has set aside an allowance for decline in value of inventories in an appropriate and sufficient amount and is aligned with Zinphol’s accounting policy. The inventories are composed of 1,401 new motorcycles and 1,605 preowned motorcycles derived from auction of seized motorcycles which were modified for further resale. Zinphol will gradually sell these products to general customers and other dealers of SPSU at the cost price. Around 700-800 units have thus far been sold. It will also sell some Suzuki motorcycles back to SPSU at the cost price, which will be included in the inventory to be sold back by SPSU to TSM. As such, it is expected that Zinphol will be able to sell the inventories completely by the end of 2010 without incurring any loss. Assets foreclosed - net

As of June 30, 2010, Zinphol had total assets foreclosed, which are motorcycles seized from defaulting customers, of Bt. 0.88 million, and set aside allowance for decline in value of assets foreclosed at Bt. 0.29 million resulting in net assets foreclosed as follows: Assets foreclosed with aging not over 1 year Assets foreclosed with aging over 1 year

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Bt. 0.82 million Bt. 0.06 million

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Less Allowance for decline in value of assets foreclosed Net

Bt. (0.29) million Bt. 0.60 million

Zinphol has set aside an allowance for decline in value of assets foreclosed in an appropriate and sufficient amount and is aligned with Zinphol’s accounting policy. The assets foreclosed are composed of 55 seized motorcycles which Zinphol will gradually sell to general customers and other dealers of SPSU at the cost price. These items can be gradually sold along with the inventories and no loss is expected accordingly. Payables to and short-term loans from related parties

As of June 30, 2010, Zinphol had payables to and short-term loans from related parties of Bt. 164.06 million, as follows: Payables (SPSU, SPI, C.V.A. Co., Ltd. and Napas Co., Ltd.) Short-term loans from related parties (SPSU) Total

Bt.

6.06 million

Bt. 158.00 million Bt. 164.06 million

Zinphol expects to bring cash form capital increase and sale the assets for repay these debts completely by the end of 2010. We have adjusted the book value of shares with the items such as allowance for decline in value of fixed assets, allowance for decline in value of intangible assets, allowance for decline in value of advance expenses, and severance pay to employees, as detailed below: 2.1) Decline in value of fixed assets As of June 30, 2010, the book value of fixed assets was Bt. 8.51 million, details of which are as follows: Table illustrating book value of fixed assets as of June 30, 2010 Item Building and construction Office equipment Decoration and fixture Service equipment Vehicles Total

Bt. million 4.33 2.31 0.15 0.25 1.47 8.51

Building and construction had a net book value as of June 30, 2010 of Bt. 4.33 million, consisting of six adjoining units of 3-storied commercial building serving as Zinphol’s Lop Buri branch office, located in Thale Chupson Sub-district, Mueang District, Lop Buri Province. Zinphol invested in the construction of such building on land rented from the Ministry of Finance (MOF), with the building being relatively under the MOF’s ownership. A land rental contract was signed with the MOF in 1999 and has all along been renewed. The present contract is valid for three years from January 1, 2008 to January 1, 2011 (remaining term of about four months). Under the said contract, it is agreed that any construction built on the rented land

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

shall become a property of the renter and Zinphol, as the rentee, may not sub-rent the building or allow other party to use the building. It is apparent that after the business cessation the building still has a very long useful life (it was built 15 years ago). Meanwhile, the remaining contract term is only four months (counted from August 2010) and it remains uncertain whether the contract will be renewed. If Zinphol no longer uses the building, a change in the contract party with the MOF can be made, in which case Zinphol must write off the said building and construction since the building does not belong to Zinphol. Based on the above reasons, we have adjusted down the value of building and construction in full amount. Zinphol has assigned an independent appraiser, The Valuation and Consultants Co., Ltd., which is accredited by the Thai Valuers Association and the Valuers Association of Thailand, to appraise the said building and leasehold right of the building. However, the independent appraiser could not appraise the building because can not confirm the rental contract would be extend, hence the appraiser appraise the leasehold right with remaining six months rental term (July-December 2010). Following the appraisal report as of June 30, 2010 has such the value of leasehold right equal Bt. 80,000. The leasehold right appraised from Income Approach by Discounted Cash Flow that is the calculated present cash flow income which expected to receive in the future cover the term of remaining contract (ending date of the contract is January 1, 2011. It consider the fair rental of asset refer to market data that similar to appraisal asset and deduct rental rate incurring to calculated appropriate net income and 10% discount such appropriate income. Therefore appraiser appraised the market value of remaining term of such leasehold right equal Bt. 80,000. The IFA thus has consider the remaining rental term is only six months and Zinphol will cease the business by this year-end, the IFA thus has not factored the leasehold right into the Zinphol’s share valuation. Office equipment, decoration & fixture, and service equipment have a net book value of Bt. 2.31 million, Bt. 0.15 million and Bt. 0.25 million respectively. Office equipment mainly comprises tables, chairs, document cabinets and computers. Decoration and fixture is composed of decoration signs, and service equipment includes motorcycle repair platforms and other tools. In our opinion, the office equipment is almost fully depreciated (book value of Bt. 1). The remaining net assets are those belonging to newly opened branches. In overall, the net book value can reflect the average market value of the assets to some extent. Thus, we have not valuated a diminution in value of office equipment. However, we have adjusted down the book value of decoration and fixture in full amount as it cannot be re-used after the business cessation. Service equipment is appraised equal to the book value in the same manner as office equipment. Vehicles had a net book value as of June 30, 2010 of Bt. 1.47 million, comprising 50 cars used at the head office and branch offices, being depreciated based on their useful life. They are all still functional. Zinphol has not appraised the market value of these vehicles, but expects that their market value is not lower than the net book value. Therefore, we also have not adjusted down the book value of vehicles.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Decline in value of fixed assets is tabulated below: Fixed assets as of June 30, 2010 (Unit: Bt. million) Asset value at cost price Less Accumulated depreciation Book value - net % downward adjustment of fixed asset value Value of adjustment

Other fixed Building & Office Decoration & Service Vehicles Total assets construction equipment fixture equipment 14.65 10.32 4.33

32.30 29.99 2.31

5.60 5.45 0.15

5.99 5.74 0.25

21.48 20.01 1.47

100%

0%

100%

0%

0%

4.33

-

0.15

-

-

1.11 1.11

81.14 72.63

-

8.51

-

4.48

Zinphol will sale the fix asset gradually comprising office equipment and service equipment will be sold to interested buyers in each branch area at the price agreed upon between Zinphol and the buyer. Vehicles will be sold to its employees, affiliated companies and third parties at an appropriate appraised price according to the vehicles’ condition and useful life. 2.2) Decline in value of intangible assets Intangible assets were worth Bt. 0.11 million as of the end of June 2010, consisting of computer software for product distribution. Since it will be of no use for Zinphol after the business cessation, we have adjusted this item downward in full amount. 2.3)

Decline in value of advance expenses

Advance expenses as of June 30, 2010 amounted to Bt. 1.48 million, principally composed of building rentals payable in advance, car insurance premiums, and building insurance premiums. After the business discontinuation, these expenses cannot be refunded. Accordingly, we have deducted the allowance for decline in value of advance expenses in full amount. 2.4) Increase in liabilities arising from severance pay to employees As required under the labor law, Zinphol has to make a severance pay to the laid-off employees after the business cessation. In the first six months of 2010, a total severance pay of Bt. 24.11 million was made to 276 employees. Zinphol still has to make such pay to the remaining 13 employees in an estimated amount of Bt. 1.36 million, expected to be completed by the end of 2010. We have thus adjusted upward the liabilities arising from such severance pay by the total amount paid. Details of book value adjustment Items Shareholders’ equity as of June 30, 2010 Add Registered capital increase Shareholders’ equity after capital increase Adjustment items Less Decline in value of fixed assets Decline in value of intangible assets

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Bt. million (66.11) 80.00 13.89 (4.48) (0.11)

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Items Decline in value of advance expenses Severance pay Net book value after adjustment Number of total paid-up shares (shares) Net book value per share after adjustment (Bt.)

Bt. million (1.48) (1.36) 6.46 2.10 3.08

The IFA has not factored into this share valuation the tax benefit on loss carried forward of Zinphol amount of Bt. 148.98 million (Zinphol has loss carried forward in 2009 and H1/2010 which is tax deductible in an amount of Bt. 87.99 million and Bt. 60.99 million respectively by the loss carried forward of Zinphol in 2009 can use the tax benefit intil 2013 and for H1/2010 can use the tax benefit intil 2014). This is because, in practice, there are certain restrictions and factors impacting the tax benefit assessment that may lead to a discrepancy between the tax benefit from the transaction and the tax benefit applicable, probably caused by an adjustment of tax after the transaction, validity period of the tax benefit, etc., including a possible future commitment. However, the Company has a policy to provide no warranty and representation to the buyer, which will lead the buyer to hesitate to buy the shares due to inability to actually enjoy the tax benefit or possibility to bear any future encumbrance. Accordingly, this type of transaction involving tax benefit rarely takes place. The share valuation by this method can reflect the more updated net asset value than the book value approach and has also reflected the present market value of assets and the contingent liabilities expected in the future. Under this approach, Zinphol shares are appraised at Bt. 6.46 million in total or Bt. 3.08 per share, which is lower than the minimum selling price set at Bt. 24 million by Bt. 17.54 million or 73.08%. 3) Price to book value approach (P/BV) Under this method, the shares are valuated by multiplying the book value of Zinphol as of June 30, 2010, which is Bt. 6.61 per share (after the Bt. 80 million capital increase), by the average P/BV ratio of companies listed on the SET in Industrials Group, Automotive Sector, and engaging in a similar business to Zinphol, consisting of 10 entities (see details in item 3.3.1 ‘TSM share valuation by the P/BV approach’), over the period of three months, six months, nine months and 12 months up to July 15, 2010, which is the last business day before the date of SPSU Board of Directors’ approval of the disposal of assets and the voluntary delisting of SPSU shares. The appraised share price derived is discounted by 10% because Zinphol is not a SET-listed entity and accordingly does not have trading liquidity. Such discount rate is based on the discount rate of around 10%-15% used for IPO share valuation. Average P/BV of selected peer companies in the Automotive Sector Period

BAT-3K

EASON

HFT

IRC

SPSU

STANLY

Average of past 3 months

0.80

0.84

1.11

1.40

0.42

1.47

Average of past 6 months

0.84

0.88

1.04

1.31

0.41

1.39

Average of past 9 months

0.84

0.87

1.00

1.28

0.40

1.37

Average of past 12 months

0.83

0.85

0.91

1.25

0.39

1.30

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Period

TSC

YUASA

CPR

TMW

Average

Average of past 3 months

1.31

1.95

1.11

0.52

1.09

Average of past 6 months

1.29

2.02

1.13

0.50

1.08

Average of past 9 months

1.28

1.72

0.97

0.47

1.02

Average of past 12 months

1.19

1.52

0.88

0.46

0.96

Conclusion of Zinphol shares valuation by the P/BV approach

Period Average of past 3 months Average of past 6 months Average of past 9 months Average of past 12 months

Share price Share Value Average P/BV of price selected peer (10% discount) (Bt. companies (Bt./share) (Bt./share) million) 1.09 7.20 6.48 13.61 1.08 7.14 6.43 13.50 1.02 6.74 6.07 12.75 0.96 6.35 5.72 12.01

The share valuation by this approach reflects only Zinphol’s performance and financial position at a certain period of time, but not the present market value of the assets and its future profitability prospect. By this approach, the shares are appraised at Bt. 12.01 million - 13.61 million, which is lower than the minimum selling price set at Bt. 24 million by Bt. 10.39 million 11.99 million or 43.29% - 49.96%. Table exhibiting comparison of the valuated share price and the determined minimum price Valuated price (Bt.)

Determined minimum price (Bt.)

1. Book value approach

13.89

2. Adjusted book value approach

Approaches of Zinphol share valuation

3. Price to book value approach

Valuated price (lower) than determined minimum price Bt.

%

24.00

(10.11)

(42.13)

6.46

24.00

(17.54)

(73.08)

12.01 - 13.61

24.00

(10.39 - 11.99)

(43.29 - 49.96)

In the valuation of Zinphol shares, we have not given importance to its profitability prospect or projected future performance because SPSU, under its business discontinuation plan, will terminate the Dealership Agreement with Zinphol, thereby leading Zinphol to cease its operation and no longer show any working results in the future. The above valuation approaches have different strengths and weaknesses in identifying a reasonable share price, as described below: 1) The book value and the price to book value approaches reflect only the financial position at a certain time period and the book value of assets, but not the market value of the assets and the contingent liabilities in the future. 2) The adjusted book value approach can better reflect the net asset value than the book value approach, and has also reflected the true value of assets and the contingent liabilities expected in the future from the business cessation by Zinphol.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

In our opinion, the share price appraised by the adjusted book value approach is reasonable because this method can better reflect the true value of assets and the contingent liabilities expected in the future arising from the business cessation by Zinphol and thus is most suitable for the valuation of Zinphol shares as it will discontinue the business operation. By this approach, Zinphol shares are appraised at Bt. 6.46 million, which is lower than the minimum selling price set at Bt. 24 million by Bt. 17.54 million or 73.08%. (2) Appropriateness of the transaction conditions The sale of Zinphol shares is an ensuing impact from the termination of the Distributorship Agreement between SPSU and TSM and the termination of the Dealership Agreements between SPSU and Zinphol and all other dealers of the Company. Zinphol thereby has to cease its Suzuki motorcycle dealership business. The Company will receive cash from disposing of Zinphol shares at a minimum of Bt. 24 million, which is considered a fair price based on our above valuation. The Company is currently in the process of acquiring a potential buyer and has not yet determined the relevant conditions such as share certificate delivery, payment terms, etc. However, the transaction conditions are deemed appropriate, requiring the Company to seek approval from the shareholders’ meeting for the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, and the sale-back of inventory to TSM. Failure to obtain the said approval for all such transactions will result in the Company being unable to sell Zinphol shares. 3.4.3 Termination of Distributorship Agreement and Dealership Agreements The termination of the Distributorship Agreement and Dealership Agreements is deemed appropriate since the Company itself intends to cease the business of Suzuki motorcycles and parts distribution and therefore needs to terminate both agreements, which are crucial for its operations. Moreover, the Company will not be required to pay any indemnity for such agreement termination. In our opinion, the agreement termination is fair to the Company and consistent with the objective of the Company and its subsidiary to discontinue the business, whereby the Company will not lose any benefit. Besides, TSM agrees to buy back the inventory, hence relieving the burden of inventory management after the agreement termination. As well, the transaction conditions are deemed appropriate, requiring the Company to seek approval from the shareholders’ meeting for the sale of TSM shares, the sale-back of inventory to TSM, and the sale of Zinphol shares. Failure to obtain the said approval for all such transactions will result in the Company being unable to terminate the Distributorship Agreement and Dealership Agreements. 3.4.4 Sale-back of inventory to TSM The Company will receive cash from the sale of inventory to TSM in a total amount not exceeding Bt. 82 million. The inventory includes motorcycles and parts that are brand-new and undamaged and still in market demand. They will be sold back at the cost price, with the items aged over one year to be discounted by about 10% based on their condition. We are of the opinion that the said selling price is a fair price. The Company is able to sell almost all of the products back at a cost price and will incur loss only from the items aged more than one year which will be discounted according to their condition. Since the Company normally sets aside an allowance for impairment loss on the inventory that has been kept in stock for a long time, it will therefore not be impacted from the said inventory disposal.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

As of June 30, 2010, the motorcycles in stock to be sold to TSM were worth Bt. 71.50 million in total, of which around Bt. 6.53 million was those aged more than one year. The buyback amount set at not over Bt. 82 million is deemed appropriate. The Company will be able to sell the entire remaining inventory back within such limit and will be relieved of the burden to hold the inventory after the business cessation. Payment will be made to it fully in cash. The transaction conditions are deemed suitable. The sale-back of inventory is as well subject to other relevant conditions, requiring the Company to seek approval from the shareholders’ meeting for the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, and the sale of Zinphol shares. Failure to obtain the said approval for all such transactions will result in the Company being unable to sell back the inventory to TSM. 4.

Conclusion of the IFA’s opinion

In our opinion, the sale of TSM shares to SMC, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM and the sale of Zinphol shares are reasonable and will benefit SPSU shareholders. All such transactions are conditional upon each other. Factors prompting the Company to enter into these transactions are the tougher competition in the domestic motorcycle market, the fallouts from world economic crisis, the unfavorable internal economic and political situations, and a consistent decline in motorcycle sales volume, thereby leading the Company to experience sales revenue contraction and a net loss from operation. To carry on the business might result in further drop in its performance and greater loss, hence a damage not only to the Company but also to the shareholders. The Company accordingly wishes to discontinue this business. At the same time, SMC intends to undertake Suzuki motorcycle distribution in Thailand by itself and has proposed to take up TSM shares from the Company and to terminate the Distributorship Agreement between the Company and TSM. As a consequence, the Company must also terminate the Dealership Agreements with all its dealers and has negotiated with TSM to buy back the inventory under Suzuki brand. The cessation of its business also results in the need to dispose of its shares in Zinphol. Sale of TSM shares The Company will receive net cash from this transaction totaling Bt. 670.78 million (inclusive of dividend receivable from TSM). It will recognize gain on sale of those shares and dividend income totaling Bt. 580.02 million, leading to an increase in its assets. However, this transaction will cause a loss of opportunity to enjoy dividend from investment in TSM shares in the future. The transaction price and conditions are considered reasonable because the proposed selling price of Bt. 131,666.61 per share is higher than the price appraised by the IFA by the adjusted book value approach at Bt. 121,676.57 per share. The Company will enter into this transaction within at least three months after receipt of dividend payment from TSM. The share payment will be made fully in cash. Termination of the Distributorship Agreement and Dealership Agreements After such agreement termination, the Company will cease the Suzuki motorcycle distribution business and will therefore no longer have to bear any further loss from this business. It will then have an opportunity to invest in a new business that is more promising and profitable than the existing business. However, a weakness of this transaction is that the Company still has no plan on its future business, hence putting the shareholders at risk from uncertainty of its future business direction and income sources. Moreover, the Company itself will risk facing mandatory delisting from the Exchange as it will, after completion of the transactions, become a cash company and will still not engage in any other business. The termination of the Distributorship Agreement and Dealership Agreements is deemed appropriate and consistent with the Company’s intention to cease its core business. After all, the Company will not bear any expenses on the termination of those agreements.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Sale-back of inventory to TSM The Company will obtain cash payment from this transaction. By entering into such transaction, the Company can reduce risk and expenses arising from the inventory after the business cessation. However, it will not generate a profit from the sale-back of inventory as in the usual product distribution. The transaction price and conditions are appropriate and conform with the business norms, with the products to be sold back at a cost price and, for the items aged more than one year, at a discount of around 10%. Sale of Zinphol shares The Company will, after this transaction, not be burdened with a subsidiary that is inoperative and gives no yields. Nonetheless, to improve Zinphol’s financial structure before the said shares disposal, the Company has to additionally invest in newly-issued shares in Zinphol, totaling Bt. 80 million which is far greater than the amount expected from the shares disposal at a minimum price set at Bt. 24 million. In addition, the Company will, after disposing the shares, no longer enjoy the tax benefit from the retained earnings in Zinphol. The disposal price of Bt. 24 million at minimum is deemed reasonable as it is higher than the fair price valuated by the IFA by the adjusted book value at Bt. 6.46 million. Based on all reasons discussed above, we view that the transactions are reasonable with fair prices and conditions and the shareholders will benefit from the transactions and therefore recommend that the shareholders resolve to approve the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of shares in Zinphol. However, if the shareholders’ meeting approves the said disposal of assets, but disapproves the voluntary delisting of shares, the Company will then continue to be a listed entity but may risk failing to qualify as a listed entity and facing a mandatory delisting by the SET in case it fails to engage in a new business that is qualified for listing on the Exchange. In the case of a mandatory delisting, the Company will not be required to arrange for a general offer for its shares, whereby the shareholders will have no alternative but to continue holding the shares after the said delisting.

B. Opinion of the Independent Financial Advisor on delisting of the Company’s shares from the SET 1.

Rationale and appropriateness 1)

The Company intends to cease the motorcycle distribution, which is its core business, and still has no plan on its future business. The request for voluntary delisting of shares by SPSU has been prompted by the fact that SMC, the major shareholder of TSM, plans to operate the Suzuki motorcycle distribution in Thailand by itself and has thus proposed SPSU to terminate the Distributorship Agreement made with TSM and offered to take up the entire shares held by the Company in TSM. Accordingly, the Company must also terminate the Dealership Agreements with all dealers. Besides, the Company views that considering the fierce domestic market competition and the internal economic and political uncertainties, the Company will likely experience a further decline in its performance and greater loss from this business. Since after the termination of the said agreements there will be products left in its stocks, the Company has thus requested TSM to buy back such inventory. Moreover, if the Company discontinues the motorcycle distribution business, it also needs to dispose of shares in Zinphol, which is its subsidiary and its motorcycle dealer in the central region.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

After completion of the above transactions, which are considered a disposal of the entire assets used in the usual business operation, the Company intends to cease its core business of motorcycle distribution and has not yet planned on its future investment and operation. As a consequence, the Company has requested to voluntarily delist its shares from the SET, with S.P. International Co., Ltd. (SPI), its major shareholder, proposing to make a general offer for its shares. The said tender offer will give the shareholders who desire not to continue holding the shares to sell their shares as the Company has materially changed its business policy by discontinuing the existing core business and has had no plan on its future investment or operation. 2) The Company may fail to meet the listed company qualifications. The above assets disposal will result in SPSU becoming a cash company, hence no longer qualifying for listing on the SET. As it has not yet planned on future investment and operation, the Company risks facing a mandatory delisting by the SET in case it fails to engage in a new business that is qualified for listing on the Exchange within the timeline specified by the SET. 2.

Impacts on the Company and its minority shareholders

The ensuing impacts from the delisting on the Company and its minority shareholders who continue holding the shares are described below: 2.1 Impacts on the Company After the delisting, the Company will no longer enjoy the benefits from being a listed entity such as fund mobilization through the stock market or public offering to support its future business expansion (if any) and exemption from dividend income tax. However, no such impact will be posed on the Company. The rationale behind this is that the Company expects that the assets disposal process will be completed by December 2010 and that the delisting will not be effected until early 2011. As such, it will remain a listed entity until early 2011, which is the final year of tax benefit, and thus still be entitled to tax rebate at the rate of 25% (for the first Bt. 300 million of profit). The delisting of shares will therefore by no mean cause the Company to receive a lowered tax benefit. 2.2 Impacts on minority shareholders 1) Effect on trading liquidity After the delisting from the SET, the Company’s shares will no longer be traded on the stock market or any other secondary market that is broadly acceptable, hence a lack of market price to be used as a benchmark for the share trading and a lack of trading liquidity. 2) Limited form of return on investment The impact from inability to trade shares in a secondary market and lack of trading liquidity will limit the chance of the shareholders receiving return in the form of capital gain. Moreover, the shareholders may not enjoy dividend yields either if the Company fails to acquire a new business to replace the existing business that will be ceased.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Nonetheless, the Company still has retained earnings, which can be appropriated for dividend payment to the shareholders. As of June 30, 2010, the retained earnings stood at Bt. 208.10 million. By the way, the dividend payment must approve from the shareholders’ meeting or the board committee, 3) Impact on tax benefit After the shares are delisted, the shareholders who are individuals will no longer be exempted from the capital gain tax. Moreover, in case Thailand Securities Depository Co., Ltd. will not act as registrar for the Company any longer, the transferees, both individual and juristic, of the Company’s shares will not be exempted from the stamp duty of 0.1% of the amount paid for the shares transferred or the face value, whichever is higher. 4)

Limited access to the Company’s information

After being delisted, the Company will no longer have to observe the SET’s notification regarding guidelines on disclosure of information of listed companies. In addition, after completion of the tender offer for delisting, if there are other shareholders who are not the tender offeror, the persons acting in concert with the tender offeror and the persons under Section 258, holding an aggregate of not over 5% of total voting shares of the Company, the Company will no longer have duty to disclose its information on financial position and operating performance of issuing companies according to the Capital Market Supervisory Board’s Notification No. ThorChor. 11/2552 Re: Rules, conditions and procedures for disclosure of financial position and operating performance of issuing companies. At the same time, the Company’s management and auditor will no longer have duty to prepare and disclose their securities holding report in accordance with the SEC Notification No. SorChor. 12/2552 Re: Preparation and disclosure of reports on securities holding of directors, executives and auditors. However, as the Company is still a public entity, its shareholders can access the Company’s news and information that are required to be disclosed according to the Public Limited Companies Act B.E. 2535 such as the information disclosed at the shareholders’ meeting, the annual report that must be submitted to the shareholders on a yearly basis, etc. The shareholders can also request from the Ministry of Commerce a copy of important documents of the Company such as certificate of incorporation, list of shareholders, and yearly financial statements. 5) Impacts on checks and balances against major shareholders In this shares delisting, SPI has proposed to make a general offer for the Company’s securities. If after the said tender offer SPI can acquire a significant amount of shares that will lead Phornprapha Group (including SPI and C.A.R.S. Co., Ltd. in which Phornprapha Group also owns a stake of 99.97% and 99.98% respectively) to own a stake in SPSU for 75% or more of its total paid-up share capital (Phornprapha Group currently holds a 73.75% stake in the Company), Phornprapha Group will then be able to control and have decision power on nearly all issues and the minority shareholders will be unable to collect sufficient votes to ensure checks and balances against the issues proposed by this group. 6)

Risk from holding shares in an inoperative entity

The delisting of SPSU shares results primarily from the Company’s intention to cease its core business of motorcycle distribution and to dispose of the entire assets used in such business by entering into the transactions of sale of TSM shares, termination of

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

the Distributorship Agreement and Dealership Agreements, sale-back of inventory to TSM, and sale of shares in Zinphol. However, the Company still has no plan on its future business and operation following the said business cessation and assets disposal. The minority shareholders will bear risk from the Company failing to acquire a new business to replace its existing core business in order to continue generating income and performance in the future. By retaining shares in the Company, they may lose an opportunity to receive return on investment. 3.

Conditions of the delisting 1)

Approval from the shareholders’ meeting and other requirements

According to the SET’s delisting regulation, the Company must obtain approval from the shareholders or their proxies (if any) attending the meeting and having the right to vote with a vote of at least three-fourths of the Company’s total paid-up shares and with no objection of more than 10% of its total paid-up shares. The Company must also fulfill other related requirements, all parties concerned must sign in the relevant agreements, and the sale of shares in TSM must be completed. The Company must submit a report on the IFA’s opinion to the shareholders at least 14 days ahead of the date of shareholders’ meeting and must arrange a presentation meeting in conjunction with the IFA to give recommendations regarding the delisting of shares and the tender offer proposal to the general investors at least seven days ahead of the date of shareholders’ meeting. The Company will organize the said presentation forum on Tuesday, September 14, 2010, at 9.00 a.m., Conference Room, 5th Floor, S.P. Arcade Building, address no. 71 Ram Khamhaeng Road, Hua Mak, Bang Kapi, Bangkok. The shareholders’ meeting to approve the delisting of shares is scheduled for Thursday, September 23, 2010, at 9.00 a.m., Conference Room, 5th Floor, S.P. Arcade Building, address no. 71 Ram Khamhaeng Road, Hua Mak, Bang Kapi, Bangkok. The record date to determine rights to attend the Extraordinary General Meeting of Shareholders No. 1/2553 is set to be September 2, 2010 and collection of the name lists of the shareholders according to Section 225 of the Securities and Exchange Act B.E. 2535 through the closing of share register book will be made on September 3, 2010. The shareholders’ meeting will consider the request for voluntary delisting of shares only after the shareholders have on the same occasion resolved to approve all asset disposal transactions consisting of the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of Zinphol shares. 2)

Approval from the SET for the delisting

After the shareholders’ meeting has approved the delisting of its shares, the Company must file a delisting application to the Board of Governors of the SET for consideration and approval. The SET will notify the Company of the result within 30 days of its receipt of complete documents from the Company. 3)

Tender offer

After the Company is granted the SET’s approval for the delisting, SPI, the major shareholder who intends to make a tender offer for SPSU shares, must proceed with making a tender offer for the Company’s securities in accordance with the SEC Notification No. KorChor.53/2545 Re: Rules, conditions and procedures for holding of

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

securities for business takeovers, with a tender offer period of 45 business days. However, the said tender offer will not take place until the sale and purchase of TSM shares has been completed. Risk to minority shareholders from the shareholders’ meeting disapproving the delisting of SPSU shares As mentioned above, SPSU Extraordinary General Meeting of Shareholders No. 1/2553 scheduled for September 23, 2010 will consider the request for voluntary delisting of SPSU shares only after the shareholders have on the same occasion resolved to approve all asset disposal transactions consisting of the sale of TSM shares, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of Zinphol shares. The above disposal of assets will result in SPSU becoming a cash company and relatively failing to qualify as a listed entity. Given that the shareholders’ meeting approves the disposal of assets, but disapproves the shares delisting, and the Company fails to engage in a new business to qualify as a listed entity within the timeline specified by the SET, the SET may then order a mandatory delisting of its shares from the Exchange. In case the Company faces such mandatory delisting where there is no tender offer for its shares and the minority shareholders will have no alternative but to continue holding the shares (including the case where the minority shareholders decline a tender offer and are willing to retain the shares), they will likely bear risk from the Company not engaging in any business in the future, hence leading them to receive no benefit from such shareholding in the Company. 4.

Opinion of the IFA regarding the offer price

Under the SET Regulation Regarding the Delisting of Securities B.E. 2542, the Company is required to arrange for a party to make a general tender offer for all its shares from the existing shareholders. In this respect, SPI, the Company’s major shareholder, has informed the Company of its intention to make a tender offer for the shares at an offer price of Bt. 16.20 per share. The share valuation is based on the assumption that the Company ceases to distribute Suzuki motorcycles, which is its core business, and does not have any plan on its future business. We have identified a reasonable price of SPSU shares by using different valuation approaches in comparison with the said offer price, as follows: (1) Book value approach Under this approach, the shares are appraised based on the Company’s book value from the Company-only financial statement for a six-month period ended June 30, 2010, audited by a certified public accountant of BPR Audit and Advisory Co., Ltd., an auditor approved by the Office of the SEC. Since Zinphol, the Company’s subsidiary, will discontinue its business and the Company intend to sale of Zinphol shares which during consider to such buyer, we have accordingly based the share valuation on the Company-only financial statement. Here is the outcome:

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Items

Amount

Shareholders’ equity as of June 30, 2010 (Bt. million) Par value (Bt./share)

1/

2,134.10 1/ 5.00

Number of total paid-up shares (million shares)

158.00

Book value per share (Bt.)

13.51

This amount includes dividend receivable from TSM. Such dividend was accounted for at Bt. 134.85 million on July 20, 2010 in the item ‘accrued dividend receivable’ in the six-month financial statement ended June 30, 2010.

The share price valuated by this approach reflects the performance and financial position at a given time period, but does not reflect either the present market value of the assets or impacts of the changing asset value after completion of the assets disposal transactions. Under this method, SPSU shares are appraised at Bt. 13.51 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 2.69 per share or 16.60%. (2) Adjusted book value approach By this approach, the shares are appraised based on an adjustment of the book value from the financial statement ended June 30, 2010 by the crucial items arising after such date from the assets disposal transactions to be approved by the Extraordinary General Meeting scheduled for September 23, 2010, consisting of adjusted investment value in TSM and Zinphol after disposal of shares in these two companies in order to reflect the present market value of these assets. As of June 30, 2010, SPSU had total assets of Bt. 2,531.87 million, which are adjusted by an increase in cash receivable from sales of shares in TSM and Zinphol and also by a decline in value of investments in these shares. On July 20, 2010, the Company received dividend from TSM in a total amount of Bt. 134.85 million, which was accounted for as ‘accrued dividend receivable.’ The other assets have not been adjusted because their fair value has already been reflected in the Company’s book value. Here are details of the material asset items: Trade accounts receivable - net

As of June 30, 2010, trade accounts receivable amounted to Bt. 933.85 million, with allowance for doubtful accounts set aside at Bt. 712.20 million resulting in net trade accounts receivable of Bt. 221.65 million. Of such net receivables, the almost entire of Bt. 210.15 million was the accounts not yet due and the remainder was partly the accounts overdue less than one year expected to be fully recovered. Receivables classified by overdue period Not yet due Overdue up to 1 year Overdue more than 1 year Total Less Allowance for doubtful accounts Net

(Bt. million) 210.15 39.25 684.46 933.85 (712.20) 221.65

The Company has set aside an allowance for doubtful accounts in an appropriate and sufficient amount. The allowance for doubtful accounts

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

of Bt. 712.20 million is principally for the overdue receivables accumulated since 1997 and expected to be unrecoverable. Hence, the recoverable debts cannot be assessed. Receivables from and loans to related parties

As of June 30, 2010, receivables from and loans to related parties stood at Bt. 179.88 million, consisting of Receivables - TSM, Thitikorn Plc., Thitiphon Co., Ltd. Bt. 21.88 million & Zinphol Short-term loans to subsidiary (Zinphol) Bt. 158.00 million Total Bt. 179.88 million The Company expects to collect these debts completely from the related parties. Moreover, Zinphol, through its financial restructuring before SPSU’s disposal of shares in Zinphol, will repay the entire debts and loans to the Company.

Inventories net

As of June 30, 2010, SPSU had total inventories of Bt. 126.72 million, with allowance for decline in value of inventories set aside at Bt. 13.55 million resulting in net inventories of Bt. 113.16 million, as detailed below:

Inventories – Motorcycle Parts Less Allowance for decline in value of inventories Net

(Bt. million) 95.13 31.58 (13.55) 113.16

The Company has set aside an allowance for decline in value of inventories, inclusive of the inventory to be sold back to TSM, in an appropriate and sufficient amount. Property, plant and equipment - net

As of June 30, 2010, the Company’s net property, plant and equipment totaled Bt. 110.05 million, as detailed below:

Land

Buildings construction

Bt. million 51.13

and 47.87

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This includes the plots of land used as sites of five outlets: Lam Narai Branch in Lop Buri, Rangsit Branch in Pathum Thani, Phra Nakhon Si Ayutthaya Branch in Phra Nakhon Si Ayutthaya, Kaeng Khoi Branch in Saraburi, and Lam Tha Daeng Road Branch in Ang Thong. These plots of land were transferred from SPSU subsidiary (Zinphol) on June 25, 2010 in exchange for settlement of debts owed to the Company at the transfer price equal to the independent appraiser’s valuation price. These include buildings and construction of the five branches located on the land mentioned above, valued at Bt. 22.31 million in total.

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Decoration fixture

Office equipment

0.95

Mechanic equipment

0.03

Vehicles

10.01

Total

Other longterm investments

Land and construction unused in the business

Deferred tax assets

and 0.06

They were also transferred from Zinphol for debt settlement at the transfer price equal to the independent appraiser’s valuation price. The remainder are buildings and construction, covered with full allowance for impairment according to the independent appraiser’s valuation. Decoration and fixture have a cost price of Bt. 29.80 million and are almost fully depreciated. Office equipment has a cost price of Bt. 18.29 million and is almost fully depreciated. Mechanic equipment has a cost price of Bt. 3.17 million and is almost fully depreciated. Vehicles, comprising motorcycles, pick-ups and passenger cars, have a cost price of Bt. 45.51 million and were depreciated for Bt. 35.50 million.

110.05

The above assets have been revaluated by the independent appraiser and/or depreciated to reflect their actual value. As of June 30, 2010, the Company had other long-term investments of Bt. 320.0 million, consisting of investments in debentures of eight SET-listed entities with investment-grade rating (BBB up) totaling Bt. 235.0 million, BAAC savings lottery tickets worth Bt. 5.0 million, and NCDs of Bt. 80.0 million. The Company believes it will receive full repayments upon maturity of these instruments. As of June 30, 2010, the Company had land and construction that are not used in the business (accounted for in ‘other non-current assets’) totaling Bt. 32.66 million, comprising vacant and transferred from Zinphol of Bt. 17.20 million and the Company’s own land and construction of Bt. 15.46 million. An allowance for impairment of unused land was set aside according to the independent appraiser’s valuation to reflect the asset fair value at Bt. 1.52 million since, based on the independent appraiser’s valuation, the market value of the asset has declined, resulting in net book value of land and construction that are not used in the business of Bt. 31.14 million. As of June 30, 2010, the Company had deferred tax assets of Bt. 296.65 million, which is refundable and is incurred from a difference between book value in the balance sheet and tax base of the assets. However, if the Company dissolves its business or it becomes clear that the Company will no longer benefit from such deferred tax assets, the Company must write off this item, lead to a decline in its asset value.

As of June 30, 2010, the Company had total liabilities of Bt. 397.77 million, none of which are significant items needing adjustment. However, the Company will bear a

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

severance pay for employee lay-offs from the business cessation in a total amount of Bt. 50.48 million, which was fully accounted for in ‘other current liabilities.’ Details of land and buildings transferred from Zinphol and used in the Company’s business are as follows: On June 25, 2010, the Company received a transfer of assets from its subsidiary (Zinphol), consisting of land and buildings used as sites of five outlets, in exchange for settlement of debts owed to the Company at the price based on the asset appraisal reports by an independent appraiser, The Valuation and Consultants Co., Ltd., which is accredited by the Thai Valuers Association and the Valuers Association of Thailand, dated May 25, 2010 and May 31, 2010 which objective to consideration accounting purpose by the independent appraiser appraised land value with maket comparable approach and appraised building with repleacement cost approach. Details of the said asset appraisal are as follows: Details of assets

Appraised price

(Unit: Bt. Million)

Land

Building

Total

1. Three units of 3-storied commercial building, no. 269-271 Suranarai Road, Lam Narai Sub-district, Chai Badan District, Lop Buri Province

7.46

1.54

9.00

2. Land with one-storied commercial building and other construction on Rangsit-Pathum Thani Road, Bang Phun Sub-district, Mueang District, Pathum Thani Province

16.23

0.41

16.64

3. Land and construction (showroom), no. 71 Rotchana Road, Phai Ling Subdistrict, Phra Nakhon Si Ayutthaya District, Phra Nakhon Si Ayutthaya Province

19.00

12.30

31.30

4. Land and five units of 3-storied commercial building, no. 2/11-15 Maruai Kaeng Khoi Village, Sut Banthat Road, Kaeng Khoi Subdistrict, Kaeng Khoi District, Saraburi Province

4.96

4.54

9.50

5. Land and four units of 4-storied commercial building, no. 36/8-11 Ang Thong Pho Thong Road, Sala Daeng Sub-district, Mueang District, Ang Thong Province

3.48

3.52

7.00

-

25.56

25.56

51.13

47.89

99.02

6. Building training center No. 132 Rangsit-nakornnayok road, Beungyeeto Sub-district, Thanyaburi District, Pratumthani Province Total

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Details of land and buildings transferred from Zinphol and not used in the Company’s business are as follows: On June 25, 2010, the Company received a transfer of assets from its subsidiary (Zinphol), consisting of three plots of vacant land, in exchange for settlement of debts owed to the Company at the price based on the asset appraisal reports by an independent appraiser, The Valuation and Consultants Co., Ltd., which is accredited by the Thai Valuers Association and the Valuers Association of Thailand, dated May 20, 2010 and June 7, 2010 which objective to consideration accounting purpose by the independent appraiser appraised land value with maket comparable approach and appraised building with repleacement cost approach. Details of the said asset appraisal are as follows:

Details of assets

Appraised price (Unit: Bt. Million)

1. Vacant land on Malai Man Road, Sanam Chai Sub-district, Mueang District, Suphan Buri Province

5.60

2. Vacant land on Phahon Yothin Road, Nong Yang Sub-district, Mueang District, Saraburi Province

8.60

3. Vacant land on Samut Songkhram-Bang Phae Road, Mae Klong Sub-district, Mueang District, Samut Songkhram Province

3.00

4. Vacant land on Suankasetworldclub village, Soi Bongkod 59, Leabklong 2 road, Klongsong Sub-district, Klongluang District, Pratumthani Province

4.821/

5. Vacant land on Soi. Satharanaprayote, Saiudon-kudjab road, Chiangyuen Sub-district, Muengudon District, Udonthani Province

0.84

6. Vacant land and Building on 333/7 Moo.7, Mithaphap road, Nongbua Sub-district, Muengudon District, Udonthani Province (3-storied building)

4.802/

7. Vacant land Soi. Satharanaprayote, Saiudon-kudjab road, Chiangyuen Sub-district, Muengudon District, Udonthani Province

0.64

8. Vacant land on Soi Aiyara 6/1, Aiyara road, Klongsong Subdistrict, Klongluang District, Pratumthani Province

0.50

9. Vacant land on Leabklong 23 road, Srisakabue Sub-district, Ongkarak District, Nakornnayok Province

0.15

10. Vacant land on Samranruen soi 7, Radpraserttikun road, Thait Subdistrict, Muengudon District, Udonthani Province

0.73

11. Vacant land on Mueangthong city home village project Soi Bansupan, Chaingmailampang road road, Chompu Sub-district, Sarapee District, Utaradit Province

0.44

12. Vacant land on Varinchamrab-piboonmangsahan road, Bongmarangchompu Sub-district, Sawangweerawong District, Ubonrachatani Province

3.45

33.573/

Total 1/

Note: Book value as of June 30, 2010 equal Bt. 3.26 million which equal to purchasing price 2/ Book value as of June 30, 2010 equal Bt. 3.93 million which equal to purchasing price 3/ Book value as of June 30, 2010 of asset are not used in the Company’s business

- 77 -

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Details of the share book value adjustment are as follows: (1) Sale of TSM shares SPSU will sell to SMC its entire 5,088 shares held in TSM with a par value of Bt. 10,000 per share representing 18.78% of TSM’s total paid-up shares at the price of Bt. 131,666.6110 per share. This transaction will take place after it has obtained approval from the shareholders’ meeting and within at least three months after receiving dividend payment from TSM. The Company will receive cash payment for those TSM shares in a total amount of Bt. 669.92 million. Compared with the value of investment in TSM shares accounted for at Bt. 90.76 million, the Company will post capital gains (before income tax) of Bt. 579.16 million. The Company incurred expenses that have been accounted for but not yet calculated for tax deduction, consisting of allowance for impairment loss on investment in Zinphol, loss carried forward, and severance pay for laid-off employees. The Company can then benefit from these tax deductible expenses, as detailed below: - Allowance for impairment loss on investment As of June 30, 2010, the Company’s investment in Zinphol shares (its subsidiary) was valued at Bt. 0. The net value after allowance for impairment loss on investment of Bt. 133 million, combined with additional allowance of Bt. 56 million for impairment loss on investment in newly issued shares in Zinphol of Bt. 80 million and sale of Zinphol shares of at least Bt. 24 million, will result in a total loss from investment in Zinphol of Bt. 189 million. If SPSU can sell Zinphol shares by 2010, it will occur loss from sale Zinphol shares amount of Bt. 189 million which can use to deduct profit incurring from sale TSM share in 2010. If otherwise, will expect in the future the Company may not use the benefit from such loss for deduct with profit in calculated income tax due to the Company discontinue businesses in the future. - Loss carried forward As of June 30, 2010, the net loss carried forward that is tax deductible amounted to Bt. 32.05 million. - Severance pay for laid-off employees In June 2010, the Company accounted liabilities form the severance pay for employee lay-offs resulting from business cessation in the amount of Bt. 50.48 million, which will such payment in 2010 that take to tax expense in 2010. In consideration of adjusted value form sale TSM share, the IFA will consider in two scenarios: (1) the Company cannot sell Zinphol shares in 2010 and is unable to enjoy tax benefit on the loss from investment in Zinphol of Bt. 189 million, and (2) the Company can sell Zinphol shares in 2010 and is able to enjoy tax benefit on such loss. Case 1 The Company cannot sell Zinphol shares in 2010.

10

This is deemed by the IFA to be a reasonable price because such price of Bt. 131,666.61 per share is higher than the price appraised by the IFA by the book value approach at Bt. 121,676.57 per share (see further details in item 3.4.1 Sale of TSM shares).

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

The Company will bear tax on the said sale of shares of Bt. 133.99 million. (calculated tax of profit from sale TSM shares Bt. 579.16 million deduct with loss carry forward amount of Bt. 32.05 million and Severance pay for laid-off employees amount of Bt. 50.48 million) are subject to capital gain tax of 25% on the first Bt. 300 million and 30% on the excess. It is expected that the Company will recognize such gain in 2010 and it will in such year still be entitled to tax benefit granted to listed companies.) The net cash obtainable is Bt. 535.93 million. Its investments in related parties accounted for will then decline by Bt. 90.76 million. Case 2 The Company can sell Zinphol shares in 2010. It will bear tax on the said sale of shares of Bt. 77.29 million (calculated tax of profit from sale TSM shares Bt. 579.16 million deduct with loss carry forward amount of Bt. 32.05 million, severance pay for laid-off employees amount of Bt. 50.48 million and loss from sale Zinphol shares amount of Bt. 189 million are subject to capital gain tax of 25% on the first Bt. 300 million and 30% on the excess) will then receive net cash from the sale of TSM shares of Bt. 592.63 million. At the same time, its investment in TSM shares accounted for will decrease by Bt. 90.76 million. The Company will gain Bt. 579.16 million from the sale of TSM shares, calculated from the difference between the selling price of Bt. 669.92 million (Bt. 131,666.61 per share x 5,088 shares) and the cost price as of June 30, 2010 of Bt. 90.76 million. It is then subject to capital gain tax of Bt. 77.29 million - 133.99 million will then the net gain obtainable is Bt. 445.17 million - 501.87 million. Table summarizing capital gain calculation from the sale of TSM shares

Item TSM share sale value Investment in TSM shares at cost price (as of June 30, 2010) Gain on sale of TSM shares Loss from investment in Zinphol shares Loss carried forward Severance pay Gain on sale of shares after tax benefit Less Corporate income tax (first Bt. 300 million gain x 25% tax + the rest Bt. 279.16 million gain x 30% tax) Gain on sale of TSM shares - net

Unit: Bt. million The Company The Company cannot sell can sell Zinphol shares Zinphol shares in 2010 in 2010 669.92 669.92 90.76 90.76 579.16 579.16 (189.00) (32.05) (32.05) (50.48) (50.48) 496.63 307.63 133.99 445.17

77.29 501.87

(2) Sale of Zinphol shares The Company will sell the entire 2,099,965 shares held in Zinphol at a minimum price of Bt. 24 million11 and is finding a potential buyer. This transaction will take place after it has obtained approval from the shareholders’ meeting. On June 30, 2010, the Company 11

This is deemed by the IFA to be a reasonable price because such price of at least Bt. 24 million is higher than the price appraised by the IFA by the book value approach at Bt. 6.64 million (see further details in item 3.4.2 Sale of Zinphol shares).

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

accounted for the investment in Zinphol shares at the cost price of Bt. 133.0 million and set aside a full allowance for impairment loss on such investment (the investment in Zinphol shares – net was accounted for at Bt. 0). On July 22, 2010, it additionally invested in 800,000 new shares in Zinphol with a par value of Bt. 100 per share totaling Bt. 80 million. Details of share book value adjustment Item

SPSU shareholders’ equity as of June 30, 2010 Adjustment items Add Net cash receivable from sale of TSM shares Cash receivable from sale of Zinphol shares Less Investment cost in TSM shares Cash payable for capital increase in Zinphol Net book value after adjustment Number of total paid-up shares (million shares) Net book value per share after adjustment (Bt.) *

(Unit: Bt. million) The Company The Company cannot sell can sell Zinphol shares in Zinphol shares 2010 in 2010 2,134.10 2,134.10 535.93 24.00* (90.76) (80.00) 2,523.27 158.00 15.97

592.63 24.00* (90.76) (80.00) 2,579.97 158.00 16.33

This is a minimum price approved by the Board of Directors on July 16, 2010. The Company is in the process of acquiring a potential buyer of those shares.

The share valuation by this method can reflect the more updated net asset value than the book value approach and has also reflected the market value of assets that will impact the net present value of the assets. Moreover, this approach is most suitable for valuation of the Company which is going to cease the business and still has no plan on its future investment or business operation. Under this method, in case the Company cannot sell Zinphol shares in 2010, SPSU shares are appraised at Bt. 15.97 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 0.23 per share or 2.42%. In case the Company can sell Zinphol shares in 2010, SPSU shares are appraised at Bt. 16.33 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 0.13 per share or 0.80%. However, in our opinion, the share price appraised in the case of the Company being able to sell Zinphol shares in 2010 at Bt. 16.33 per share remains highly uncertain, considering that the Company still cannot find a suitable buyer. Moreover, the fair price of Zinphol shares appraised by us at Bt. 6.46 million is substantially lower than the determined minimum price of Bt. 24 million, making it unlikely for the sale of shares to happen any time soon. We deem that the share price appraised by the adjusted book value approach in case the Company cannot sell Zinphol shares in 2010 is reasonable, equivalent to Bt. 15.97 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 0.23 per share or 1.42%.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

(3) Market comparable approach By this approach, shares are appraised based on ratios such as price to book value (P/BV), price to earnings (P/E), and EV/EBITDA ratios of companies listed on the SET and the MAI and operating a business related to motorcycle production and distribution. Among them, 10 peer companies are selected for this study, comprising those engaging in the production of motorcycle batteries, motorcycle paints, tires and tubes, distribution of motorcycles and parts, production and distribution of motorcycle lighting products, control cables, and plastic parts for motorcycles, etc. (see details in item 3.3.1 ‘TSM share valuation by the P/BV approach’). The ratios adopted are the average ratio prevailing in different past periods up to July 15, 2010, which is the last business day before the date of SPSU Board of Directors’ approval of the assets disposal transactions and the voluntary delisting of SPSU shares. However, we have not used the P/E ratio approach for the share valuation because SPSU has reported a substantially low net profit over the past four quarters up to Q2/2010, with earnings per share of Bt. 0.04, and thus the share price valuated based on such ratio will deviate significantly from the present market price. We also have not adopted the EV/EBITDA approach since SPSU’s EBITDA over the past four quarters up to Q2/2010 has been in a minimal value of Bt. 22.65 million, leading the EV computed based on such EBITDA to become negative. As such, this approach is not applicable. We have therefore applied only the P/BV approach for the share valuation, with details as follows: (3.1) Price to book value approach (P/BV) Under this method, the shares are valuated by multiplying the Company’s book value as of June 30, 2010, which is Bt. 13.51 per share, by the average P/BV ratio of companies listed on the SET in Industrials Group, Automotive Sector, and engaging in a similar business to SPSU, consisting of 10 entities (see details in item 3.3.1 ‘TSM share valuation by the P/BV approach’), over the period of three months, six months, nine months and 12 months up to July 15, 2010, which is the last business day before the date of SPSU Board of Directors’ approval of the disposal of assets and the voluntary delisting of SPSU shares. Average P/BV of peer companies in the Automotive Sector Period

BAT-3K

EASON

HFT

IRC

SPSU

STANLY

Average of past 3 months

0.80

0.84

1.11

1.40

0.42

1.47

Average of past 6 months

0.84

0.88

1.04

1.31

0.41

1.39

Average of past 9 months

0.84

0.87

1.00

1.28

0.40

1.37

Average of past 12 months

0.83

0.85

0.91

1.25

0.39

1.30

Period

TSC

YUASA

CPR

TMW

Average

Average of past 3 months

1.31

1.95

1.11

0.52

1.09

Average of past 6 months

1.29

2.02

1.13

0.50

1.08

Average of past 9 months

1.28

1.72

0.97

0.47

1.02

Average of past 12 months

1.19

1.52

0.88

0.46

0.96

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Conclusion of SPSU share valuation by the P/BV approach Average P/BV of peer companies in the Automotive Sector

Share price (Bt./share)

Average of past 3 months

1.09

14.73

Average of past 6 months

1.08

14.59

Average of past 9 months

1.02

13.78

Average of past 12 months

0.96

12.97

Period

The share valuation by this approach reflects only the Company’s performance and financial position at a certain period of time, but not the changing asset value after completion of the assets disposal transaction. Under this method, SPSU shares are appraised at Bt. 12.97 - 14.73 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 1.47 - 3.23 per share or 9.07% 19.94%. (4) Market value approach By this approach, the shares are valuated based on the weighted average market price of SPSU shares in different past periods. Here, we have factored in the weighted average market price (trading value/trading volume) over the past one year up to July 15, 2010, which is the last business day before the date of SPSU Board of Directors’ approval of the disposal of assets and the voluntary delisting of SPSU shares. The outcome is as follows: Conclusion of SPSU share valuation by the market value approach

Period Past 3 months Past 6 months Past 9 months Past 12 months

Total trading Value Volume (shares) (Bt.) 3,588,400 25,521,793 4,215,000 28,669,886 4,962,400 32,699,931 7,049,000 43,266,057

Source: www.setsmart.com

- 82 -

Turnover ratio (%)

Weighted average market price (Bt./share)

2.27 2.67 3.14 4.46

7.11 6.80 6.59 6.14

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Graph illustrating the weighted average market price and trading volume of SPSU shares over the past one year of July 16, 2009-July 15, 2010 Bt.

Shares

12

1,400,000

10

1,200,000 1,000,000

8

800,000 6

600,000 4

400,000

2

200,000

0

0

Weighted Average market price

Volume (shares)

It is evident that the historical market prices of SPSU shares may not reflect the true value of the Company. The share price has dropped enormously from the book value (its book value was Bt. 13.51 per share as of June 30, 2010), caused by impacts from its operating at a successive loss over the past 2-3 years. The share valuation by this method can fairly reflect the demand-supply of shares in different periods of time, as well as reflect the fundamental factors and demand from the general investors towards the Company’s future potential and growth, including its risk exposure. However, judging from the share price in about one month after the board’s approval of the above transactions (July 17-August 20, 2010), the weighted average market price surged to Bt. 15.78 per share, nearly reaching the offer price of Bt. 16.20 per share. Under this method, SPSU shares are appraised at Bt. 6.14 - 7.11 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 9.09 - 10.06 per share or 56.11% 62.10%. (5) Discounted cash flow approach The share valuation by this approach is made based on the present value of free cash flow estimated from the Company’s financial projection. However, the Company definitely plans to discontinue the entire core business after completion of the assets disposal and the delisting of shares from the Exchange, whereby it will receive cash from these transactions, and it has not yet planned on any investment and operation in the future. Therefore, it is difficult to prepare a financial projection and not possible to valuate the shares by this approach.

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

Table exhibiting comparison of the valuated share price and the offer price Valuated price higher (lower) than offer price Bt. %

Valuated price (Bt./share)

Offer price (Bt./share)

1. Book value approach

13.51

16.20

(2.69)

(16.60)

2. Adjusted book value approach

15.97

16.20

(0.23)

(1.42)

3. Price to book value approach

12.97 - 14.73

16.20

(1.47 - 3.23)

(9.07) - (19.94)

6.14 - 7.11

16.20

(9.09 - 10.06)

(56.11) - (62.10)

Valuation approach

4. Market value approach

In the valuation of SPSU shares, we have not given importance to its profitability prospect or projected future performance because SPSU will dispose of all assets relevant to its core business of motorcycle distribution and will eventually discontinue such business, and at the same time it has not yet planned on any investment and business operation in the future. The above valuation approaches have different strengths and weaknesses in identifying a reasonable share price, as described below: 1) The book value and the price to book value approaches focus on the financial position at a certain time period and the asset value accounted for, but cannot reflect the true market value of the assets and the changing asset value after completion of the assets disposal transactions. 2) The adjusted book value approach can better reflect the net asset value than the book value approach, with adjustment made to the items expected to arise from the above transactions such as impacts from changes in asset value after the sale of shares in TSM and Zinphol. 3) The market value approach can fairly reflect the demand-supply of shares in different periods of time, as well as reflect the fundamental factors and demand from the general investors towards the Company’s future potential and growth, including its risk exposure. In our opinion, the share price appraised by the adjusted book value approach is reasonable because this method can better reflect the net present value of assets than all other approaches. Moreover, this approach is most suitable for valuation of the Company which is going to cease the business and still has no plan on its future investment or business operation. By this approach, SPSU shares (in case of can not sale Zinphol shares within 2010) are appraised at Bt. 15.97 per share, which is lower than the offer price of Bt. 16.20 per share by Bt. 0.23 per share or 1.42%. The price of Zinphol shares determine not less than Bt. 24 million that higher book value of Zinphol as of June 30, 2010 (after increasing capital) amount of Bt. 10.11 million and higher than valued price from IFA amount of Bt. 17.56 million (IFA valued Zinphol shares amount of Bt. 6.46 million). Currently the Company has not sale Zinphol yet that during find for the potential buyer. However, In case of the Company can sale Zinphol shares within 2010, the valued price be equal Bt. 16.33 per share will higher than the offer price equal Bt. 0.13pershare or equipvalent to 0.8% In addition, taking into consideration the tender offer for delisting of securities under Section 58 of the SEC Notification No. KorChor.53/2545 Re: Rules, conditions and procedures for holding of securities for business takeovers, the offer price of Bt. 16.20 per share must not be lower than the highest of the prices computed according to the following guidelines:

- 84 -

Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

(1)

The highest price at which the tender offeror or persons under Section 258 of the tender offeror have acquired the ordinary shares or preferred shares during a 90day period before the tender offer filing to the SEC: N/A

(2)

The weighted average market price of the Company’s shares during five business days before the date the Company’s Board of Directors gives approval for submission of the delisting of shares for the shareholders meeting’s consideration: Bt. 9.73 per share

(3)

The Company’s net asset value calculated based on the adjusted book value that reflects the most updated market price of the Company’s assets and liabilities: Bt. 15.97 per share

(4)

The Company’s fair value as appraised by the IFA: Bt. 15.97 per share

Therefore, if during the 90-day period before the tender offer filing to the SEC, which will take place after the Company’s EGM and the SET have granted approval for the delisting of shares, SPI or persons under Section 258 of SPI have not acquired SPSU shares at the price higher than Bt. 16.20 per share, the said offer price of Bt. 16.20 per share will conform with the above SEC rules. However in case of the Company can sale Zinphol shares within 2010, offer price at Bt. 16.20 per share will be lower than the valued price by the IFA is Bt.16.33 per share at Bt. 0.13 per share or equipvalent to 0.8%. In this case if the Company can make a progress and reach an agreement to sale Zinphol shares, the tender offeror should adjust the offer price to a fair value at the date of tender offer for reflect the sale of investment in Zinphol share. 5.

Conclusion of the IFA’s opinion on the delisting of SPSU shares

We are of the opinion that the request for voluntary delisting of SPSU shares from the SET is reasonable. This is because the shares delisting results from the Company entering into the transactions to dispose of almost all assets used in the normal course of its business, consisting of the sale of shares in TSM, the termination of the Distributorship Agreement and Dealership Agreements, the sale-back of inventory to TSM, and the sale of shares in Zinphol, whereby the Company intends to discontinue the core business of motorcycle distribution and has not yet planned on any future investment and operation. As such, it will, after completion of all these transactions, become a cash company and may be disqualified as a listed entity any longer, given that it fails to engage in a new business within the timeline specified by the SET, hence impacting the shareholders who continue holding its shares. The delisting of shares and a general offer for the shares will provide an alternative for the shareholders who desire not to retain the shares to tender their shares at the offer price proposed by the tender offeror at Bt. 16.20 per share. The minority shareholders who will continue to hold shares in the Company after the delisting will be affected by a lack of trading liquidity; a limited opportunity to enjoy capital gains and, for shareholders who are individual persons, no tax exemption on capital gains; a smaller access to the Company’s news and information; an inability to maintain checks and balances against the major shareholders if, after the tender offer, Phornprapha Group owns 75% or more of the Company’s shares; and risk from holding shares in an entity that has not operated any business. We further deem that the offer price of Bt. 16.20 per share is reasonable as it is higher than the fair price valuated by us by the adjusted book value approach at Bt. 15.97 per share (in case of can not sale Zinphol shares within 2010), which is the price that reflects the value based on fundamental factors and the net present value of the Company’s existing assets. In addition, the said offer price is not lower than the highest of the prices computed according to the guidelines

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Opinion of the Independent Financial Advisor on disposal of assets, connected transactions and delisting of shares

prescribed in the notification of the Securities and Exchange Commission regarding the tender offer for delisting of shares. However in case of the Company can sale Zinphol shares within 2010, offer price at Bt. 16.20 per share will be lower than the valued price by the IFA is Bt.16.33 per share at Bt. 0.13 per share or equipvalent to 0.8%. In this case if the Company can make a progress and reach an agreement to sale Zinphol shares, the tender offeror should adjust the offer price to a fair value at the date of tender offer for reflect the sale of investment in Zinphol share. Based on our above opinion that the delisting of shares and the offer price for SPSU shares are reasonable, we recommend that the shareholders approve the request for voluntary delisting of SPSU shares from the SET. In deciding whether to approve or disapprove the disposal of assets, the connected transactions and the delisting of shares of the Company, the shareholders can take into account the reasons and opinion provided herein. Yet, the final decision is to be made at the individual shareholders’ own discretion. We hereby certify that we have rendered the above opinion prudently under the code of professional practices and in the interest of the shareholders.

Yours sincerely, Advisory Plus Co., Ltd.

- Prasert Patradhilok (Prasert Patradhilok) President

- 86 -

Attachment 1

Land Valuation Thai Suzuki Motor Co., Ltd. by Adjustment Grid Sales Analysis 1. Vacant land of Thai Suzuki Motor Co., Ltd. located on Sena Nikhom 1 soi 12 Road The Subject Property

Land Comparable 1

Land Comparable 2

Land Comparable 3

Land Comparable 4

Land Comparable 5

Land area (rais)

6.8475

27.9575

3.0300

33.9250

5.0475

1.2175

Land area (square wah)

2,739

11,183

1,212

13,570

2,019

487

545,400,000

60,600,000

474,950,000

90,855,000

21,915,000

48,770

50,000

35,000

45,000

45,000

0%

-20%

0%

-50%

-40%

Timing

-10%

0%

-5%

0%

0%

Location

-20%

-12%

-12%

5%

5%

Regulation / Zoning

0%

0%

0%

0%

0%

Land Feature / Land Filled

0%

0%

0%

0%

0%

Land Size

12%

-2%

12%

0%

-20%

Shape

-5%

-2%

5%

5%

5%

Accessibility

-5%

-2%

-2%

5%

5%

Public Facilities

-5%

0%

0%

0%

0%

Potential

-5%

-2%

-5%

5%

5%

Highest and Best Use

0%

0%

0%

0%

5%

Others

0%

0%

-5%

-5%

0%

-38%

-40%

-12%

-35%

-35%

Factors

Price (THB) Price (THB/square wah) Adjustment Factors Condition of Sale

Total Percentage Adjustments Total Adjustments (THB/square wah)

29,908

30,238

30,000

30,800

29,250

29,250

Total Adjustments

308.00

62.00

40.00

46.00

75.00

85.00

% of Total Adjustments

1.00

0.20

0.13

0.15

0.24

0.28

Conversion Factor

27.09

4.97

7.70

6.70

4.11

3.62

Comparison

1.00

0.18

0.28

0.25

0.15

0.13

30,027

5,544

8,526

7,612

4,434

3,912

30,027

THB per square wah

Adjusted Price/square wah (THB)

Final Property Value via Market Com parison approach

-1-

Attachment 1

2. Land of Thai Suzuki Motor Co., Ltd. which use for motorcycle and spare parts manufacturing factory located on Pathumthani province The Subject Property

Land Comparable 1

Land Comparable 2

Land Comparable 3

196.8475

63.0225

99.4000

174.0000

78,739

25,209

39,760

69,600

222,550,000

275,000,000

957,000,000

3,531,279

2,766,600

5,500,000

Condition of Sale

0%

0%

-20%

Timing

0%

0%

0%

Location (Road/City/Outbound)

0%

0%

0%

Regulation / Zoning

-2%

0%

0%

Land Feature / Land Filled

5%

5%

5%

Land Size

0%

0%

0%

Shape

0%

0%

-12%

Accessibility

0%

0%

0%

Public Facilities

0%

0%

0%

Potential

0%

0%

0%

Highest and Best Use

0%

10%

0%

Others

0%

0%

0%

Total Percentage Adjustments

3%

15%

-27%

3,611,269

3,637,217

3,181,590

4,015,000

Total Adjustments

59.00

7.00

15.00

37.00

% of Total Adjustments

1.00

0.12

0.25

0.63

Conversion Factor

13.96

8.43

3.93

1.59

Comparison

1.00

0.60

0.28

0.11

3,511,972

2,196,578

896,661

458,732

3,551,972

THB per square wah

Factors Land area(rais) Land area(square wah) Price (THB) Price (THB/rais) Adjustment Factors

Total Adjustments (THB/rais)

Adjusted Price/square wah (THB)

Final Property Value via Market comparison approach

-2-

Attachment 2

Detail building and improvements of Thai Suzuki Motor Co., Ltd. which appraised by appraiser Item

Category

1

Main

2

Construction Item

Total Area (sq m)

Building Age (year)

Main Office

1,747

17

Main

Canteen

1,950

17

3

Main

Main Body Assembling

14,700

35

4

Main

Spare Parts

2,760

20

5

Main

Body Assembling Plant

2,910

35

6

Main

Engine Plant

12,800

20

7

Main

Ware Plant

4,620

35

8

Supporting

Dynamo Test Room

504

20

9

Supporting

Air Compressor Room No.1

105

35

10

Supporting

Maintenance Section

434

20

11

Supporting

Air Compressor Room No.2

136

20

12

Supporting

Electric Generator Room

144

35

13

Supporting

LPG Storage Tank

200

21

14

Supporting

Wasted Water Treatment Unit

1,088

6

15

Supporting

Security Guard House

22

17

16

Supporting

Sub Station

Supporting

- Sub Station A

96

35

Supporting

- Sub Station B

136

20

Supporting

- Sub Station C

136

20

17

Main

Rebuild Service Center Station

3,000

2

18

Main

Suzuki World

1,248

7

19

Other

Parking Area & Concrete Pavement

11,030

17

20

Other

Fence

1,835 m.

13

21

Other

New Fence

1,185 m.

2

22

Other

Walkway

477 m.

13

23

Other

Road

35,690

17

-1-