- Information Memorandum - Mega Lifesciences Public ...mega.listedcompany.com/newsroom/20131118-MEGA-SET01-EN.pdf · - Information Memorandum - Mega Lifesciences Public Company Limited

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- Information Memorandum -

Mega Lifesciences Public Company Limited (MEGA)

Head Office: No. 120, Moo 11, Ample Tower, 9th-10th Floor, Bangna-Trad Road, Bangna, Bangkok 10260, Thailand Tel: +66 2 7694222 Fax: +66 2 7694244 Website: www.megawecare.com

Factory Location: 1. Bangpoo Industrial Estate, Soi 6, Tambon Prakkasa (Praktasa), Amphur Muang Samut Prakarn, Samut Prakarn Province

Tel: +66 2 4018686 Fax: +66 2 3240451

2. Bangpoo Industrial Estate, Soi 8, Tambon Prakkasa (Praktasa), Amphur Muang Samut Prakarn, Samut Prakarn Province

Tel: +66 2 4018686 Fax: +66 2 3240451

3. Lot 40 National Avenue, Pakenham 3810, Victoria, Australia Tel: +61 3 9791 2577 Fax: +61 3 9791 5549

Listing Date As at November 19th, 2013

(Trading commencement on November 19th, 2013)

Listing Securities 865,248,608 ordinary shares with a par value Baht 0.50 per share, totaling THB 432.62 million.

In this offering, The Company offers total ordinary shares of 164,357,400 shares which can be separated into

1. Newly issued ordinary shares offered by the Company of 129,787,408 shares (or 15.0% of paid up capital post offering)

2. Ordinary shares offered for sale by existing shareholders of 34,569,992 shares (representing 4.0% of total paid up capital post offering)

Company’s Capital As at November 15th, 2013 (Capital increase registration date with Ministry of Commerce)

Registered capital

Ordinary shares: THB 436.95 million

Paid-up capital

Ordinary shares: THB 432.62 million

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Secondary Market Stock Exchange of Thailand (the “SET”)

Offering Price THB 17.50 per share

Offering Dates 11 - 13 November 2013

In addition, in the first trading date of the Company's shares on the SET, the Company's existing shareholders which include Ms. Sameera Shah, Mr. Ishaan Shah, Ms.Nishita Shah, Mr.Paramjit Singh Sawhney, Mr.Sudhir Gandhi, Mr. Vivek Dhawan, Mr. Thomas Abraham and Ms. Duangnapa Dongsiri will sell the Company's ordinary shares in an amount not exceeding 51,955,000 shares, or 6.00% of total paid-up capital of the Company post-offering, on the big lot board to major investors (cornerstone and/or anchor investors) and private placement of not more than 50 persons. One of the major investors is MINDO ASIA INVESTMENTS LIMITED ("MINDO ASIA"), a Hong Kong company wholly owned subsidiary of Lombard Asia IV L.P. Lombard Asia IV L.P. is a private equity fund with capital of approximately USD 350 millions. It focuses on long-term investments in leading growth-oriented companies that command strong competitive advantages in South East Asia region. In this regard, the Company's existing shareholders will sell the ordinary shares in an amount of 42,175,900 shares, or 4.9% of total paid-up capital of the Company post -offering to MINDO ASIA. In addition, MINDO ASIA has agreed not to sell more than 21,587,953 shares for the period of one year from the first day of trading of the Company's ordinary shares on SET.

The offering price of these shares shall be equivalent to the IPO price. In this regard, the shares which shall be sold on the big lot board shall not be regarded as the shares which are prohibited to sell during silent period.

Use of Proceeds

Use of Proceeds Approximate Amount

(THB millions) Approximate

Duration 1. For repayment of loans from financial

institutions 1,500 - 1,700 within 2014

2. For working capital and future business expansion

525.08 - 725.8 within 2014

Total 2,225.8

Green Shoe Option -None-

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Type of Business and Nature of Operation

We are a leading international manufacturer and distributor of pharmaceutical, nutraceutical products and Fast Moving Consumer Goods or FMCG headquartered in Bangkok, Thailand. Currently, we are a leading distributor in developing countries with high growth trends such as Myanmar, Vietnam and Cambodia. In addition, we develop, manufacture, market and sell our own market leading brands of nutraceutical products, generic prescription pharmaceutical products, and OTC products under our Mega We CareTM brand through our distribution network and third party distributors in countries across the world. As of December 31, 2012, our Mega We CareTM branded products were being sold in a total of 29 countries around the world.

Services

At present, the Company operates three business segments, which are:

(1) Our MaxxcareTM distribution business: We market, sell and distribute various branded prescription pharmaceutical products, OTC and FMCG products.

Our services include warehouse management, collections (including assuming the liability for bad debts), and value-added services, such as marketing services for some major principals.

We operate our MaxxcareTM distribution business in four countries, namely, Myanmar, Vietnam, Cambodia and Nigeria. Our main customers (principals) are domestic and international pharmaceutical companies and leading FMCG product manufacturers, such as Pfizer, Novartis, Servier, Nestle, GlaxoSmithKline, Marico, MSD, PT Kalbe Farma, Dr. Reddy’s, Zydus Cadila, Sun Pharmaceutical, Ranbaxy and Rohto Pharmaceutical.

In addition, we also distribute our Mega We CareTM branded products in the markets in which we operate.

(2) Our Mega We CareTM branded products business: We develop, manufacture, market and sell our Mega We CareTM branded nutraceutical products, prescription pharmaceutical products and OTC products.

(3) Our OEM business: In addition to manufacturing our own branded products, our manufacturing facilities in Thailand and Australia perform OEM for third party customers.

In addition, the Company believes that the opportunity and future growth trend of the business will come from 2 main business categories which are (1) MaxxcareTM distribution business and (2) Mega We CareTM branded products business. Such opportunity and future growth will be driven by strong economic growth in key markets where the Company operates in along with the trend that more highly educated consumers are becoming health awareness.

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Although Mega We CareTM branded products business achieves higher margin than those of other business segments, the growth of this business segment will come only from products under Mega We CareTM brand (which include nutraceuticals products, prescription pharmaceutical products, and OTC products). Thus, the Company believes that growth prospect of the Company will come from MaxxcareTM distribution business. This is because there is a high growth opportunity from a large multinational pharmaceutical companies and Fast Moving Consumer Goods companies in its key markets in which the Company operates its MaxxcareTM distribution business. The Company believes that revenue from MaxxcareTM distribution business will grow approximately 5 times from now.

In addition, over the next 3-5 years, the Company estimates that the revenue derived from MaxxcareTM distribution business will account for approximately 47% - 52% of our total revenue from sales. However, the proportion of revenue from our MaxxareTM distribution business may be different from the estimate due to significant change in external factors, such as economic or political conditions, exchange rates and business competition which may impact a proportion of revenue from MaxxcareTM distribution business.

Revenue Structure

Our Company’s revenue is derived mainly from our Mega We CareTM branded products business and our MaxxcareTM distribution business, with those two segments comprising 47.8% and 44.5% of our total sales revenue, respectively, for the six months ended June 30, 2013, with the details as follows:

(Unit: THB mm)

Net segment revenue

Year ended December 31,

2010


2011


2012 Six months ended

June 30, 2012 Six months ended June 30, 2013

Amount

% of total1 Amount

% of total1 Amount

% of total1 Amount

% of total1 Amount

% of total1

(in millions of THB, except percentages)

MaxxcareTM distribution business 1,633.3 39.0 2,014.3 41.2 2,653.0 44.0 1,212.6 44.2 1,419.7 42.8

Intersegment revenue (charge) 2 131.2 3.1 102.7 2.1 113.7 1.9 51.6 1.9 58.4 1.8

MaxxcareTM distribution business3

(after addition of intersegment charges)2 1,764.5 42.1 2,117.0 43.3 2,766.7 45.8 1,264.2 46.1 1,478.1 44.5

Mega We CareTM branded products business 2,109.0 50.4 2,399.8 49.0 2,814.0 46.6 1,272.4 46.4 1,644.4 49.5

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Intersegment revenue (charge) 2 (131.2) (3.1) (102.7) (2.1) (113.7) (1.9) (51.6) (1.9) (58.4) (1.8)

Mega We CareTM branded products business (after deduction of intersegment charges)2 1,977.8 47.2 2,297.1 46.9 2,700.3 44.7 1,220.8 44.5 1,586.1 47.8

OEM business 416.5 9.9 442.7 9.0 497.7 8.2 237.2 8.6 229.3 6.9

Other income4 27.5 0.7 37.3 0.8 70.1 1.2 22.0 0.8 25.3 0.8

Total 4,186.2 100.0 4,894.1 100.0 6,034.8 100.0 2,744.2 100.0 3,318.8 100.0

Source: Financial statements of the Company

Remarks: 1 Expressed as a percentage of total revenue.

2 We operate our own distribution business through our distribution offices and charge distribution fees based on the same rates that we charge to third-party principals. These fees are included in the revenue figures from our MaxxcareTM distribution business.

3 Revenue from our MaxxcareTM distribution business are sales revenues of products being sold for third party principals from which we retain a pre-agreed margin with the remainder paid to the principal for whom we are acting as a distributor. They also include fees received for distribution of our Mega We CareTM branded products.

4 Other income includes foreign exchange; investment income; miscellaneous income.

Target Customers

We target middle-income end consumers through our customers or distribution channels which include retail pharmacies, hospitals and clinics. We have established an extensive sales and marketing network across our countries of operation. Our in-house sales and marketing team is responsible for developing marketing and promotional activities to serve both our Mega We CareTM branded products business and the products of our principals of our MaxcareTM distribution business.

The target customers and sales and marketing strategy for our three main business segments can be described as follows:

1. MaxxcareTM distribution business

The target customers (or principals) for our MaxxcareTM distribution business are international and local pharmaceutical and FMCG companies with a need for distribution services in those countries where we have established distribution business, most notably in Myanmar, Vietnam, and Cambodia.

2. Mega We CareTM branded products business

Within our Mega We CareTM branded products business segment, the customers of our OTC and our branded prescription pharmaceutical products are mainly pharmacies, hospitals, clinics, health practitioners and physicians. In addition to targeting those same customers of our OTC and our branded prescription pharmaceutical products, our nutraceutical products are targeted at other retailers and direct to consumer channels in Thailand.

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3. OEM business

The customers of our OEM supply business are those international and regional pharmaceutical companies with whom we have an established contract manufacturing relationship. Since most of the customers of our OEM business are long-standing customers, and as we do not expect significant growth in our OEM business, we do not envisage actively seeking new customers for this business.

Distribution Channel

The distribution channels for our business can be categorized as follows.

1. MaxxcareTM distribution business

Our MaxxcareTM distribution business develops and maintains relationships with pharmaceutical and FMCG principals. In brief, we approach international and local pharmaceutical and FMCG companies for whom we believe we can offer value-added distribution services in Myanmar, Vietnam and Cambodia. In addition, as a consequence of our established reputation as the leading or among the leading distributors in these markets, international and local pharmaceutical and FMCG companies approach us to provide distribution services and facilitate their entry into these markets.

2. Mega We CareTM branded products business

There are two main distribution channels for our Mega We CareTMbranded products.

(1) Our MaxxcareTM distribution business distributes our products in those developing countries in which we have established a distribution infrastructure. These are Myanmar, Vietnam, Cambodia, Nigeria, Yemen and Ghana. In this respect, we have a policy to invest in the infrastructure of the MaxxcareTM distribution business in other countries, mainly through renting assets including offices and warehouses to hold remaining inventories. However, we also invest in fixed assets for business utilization such as, for example, vehicles for product distribution, other goods, office equipment, warehouse equipment and computers.

The table below sets forth details of revenue incurred from countries in which we have distribution infrastructure.

Country Number of

warehouses Warehouse locations

Number of employees

(person)

Revenue from business for six month period ended June 30,

2013 (Million Baht)

Mega We CareTM

MaxxcareTM

Myanmar 8 Yangon, Mandalay,

Mawlamyine, Nay Pyi More than

1,300 166.0 925.0

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Country Number of

warehouses Warehouse locations

Number of employees

(person)

Revenue from business for six month period ended June 30,

2013 (Million Baht)

Mega We CareTM

MaxxcareTM

Daw, Taunggyi and Lashio

Vietnam 5

Ho Chi Minh City, Ha Noi, Da Nang and

Can Tho1

More than 600

303.1 453.0

Cambodia 1 Phnom Penh More than

140 42.6 87.3

Nigeria 1 Lagos More than

80 84.1 12.8

Yemen 1 Sanaa 2 22.8 -

Ghana 1 Accra More than 25 29.0 -

Remark: 1 Warehouse feeder

(2) In those countries in which we do not have an established MaxxcareTM distribution business, our branded products are distributed by multinational or local distributors who are under contract with us. We select our third party distributors based on a number of criteria, including their credit record, financial strength, customer portfolio, distribution network and market position. We also verify that our distributors have obtained the necessary permits, licenses and certifications for the distribution of medical products, including drug operation permits and necessary certifications. In addition, we reserve the right to terminate the relationship with distributors who are unable to provide us the distribution service in accordance with our goals. This enables us to compete effectively in changing market conditions.

As a general matter, whether our products are distributed by a third party distributor or by our MaxxcareTM division, sales and marketing is performed by our sales and marketing teams which we maintain in each of our key markets. Thus, our third party distributors typically provide logistic services only.

In Thailand, our largest market, our branded products are sold through Zuellig Pharma Ltd (“Zuellig”), an international pharmaceutical distributor with a long-standing presence in Thailand. Under our current distribution agreement with Zuellig, our products are sold to Zuellig on a consignment basis and Zuellig sells our products to pharmacies, hospitals, clinics, and retailers based on our price recommendations, and the proceeds of the sales are remitted to us less a pre-agreed margin for Zuellig’s services.

We note that a small part of our sales each year are made through one of our subsidiaries, Natural Health Foods Limited, which sells through direct mail.

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3. OEM business

Since most of the customers of our OEM business are long-standing customers, and as we do not expect significant growth in our OEM business, we do not envisage actively seeking new customers for this business.

Procurement of Our Products Sources of Supply MaxxcareTM distribution business is not a manufacturing business. As a result, procurement of raw material is not needed. However, for Mega We CareTM branded products business, the principal raw materials used in our manufacturing process are (i) active ingredients; (ii) excipient; (iii) gelatin; and, (iv) packaging.

We maintain multiple sources for the majority of our raw materials to ensure we are not over-dependent on any one supplier, and maintain adequate stockpiles in order to be able to substitute new suppliers without interrupting our manufacturing processes. In line with market practice, we typically do not enter into supplier arrangements for terms of more than one year. We purchase our raw materials through our suppliers by providing them with purchase orders for the delivery of raw materials at market prices. However, there is one particular trademarked raw material for which we are in the process of negotiating an exclusive supply agreement.

We carefully screen and audit the key ingredient suppliers for our business. In particular, we require that our suppliers provide us with evidence that they have all licenses and permits necessary to conduct their operations, which may include business licenses, pharmaceutical production manufacturing permits, import registration certificates, GMP and ISO certifications or other relevant licenses.

We historically have not experienced any shortages in raw materials that significantly affected our manufacturing operations.

Industry Overview and Market Competition

Industry Overview

Southeast Asia’s pharmaceutical and consumer health market has been expanding rapidly, in line with the region’s strong economic growth and demographic changes. The key factors that will drive the growth of the consumer health market, are as follows:

Increasing wealth driving healthcare spending: Southeast Asian countries’ per capita healthcare spending has increased at a CAGR of between 7.9% to 31.2% from 2006 to 2011, according to the World Health Organization as of May 2013

Increased government expenditure on healthcare: Southeast Asia government expenditure per capita has also increased with countries recording CAGR of between 2.5% to 13.2% from 2006 to 2011 (except for Malaysia which experience a 1.2% contraction in per capita government

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expenditure on healthcare from 2006 to 2011), according to the World Health Organization as of May 2013

Ageing population and increasing life expectancy: A significant factor driving the consumer health industry is the ageing population. The average spending on healthcare of an aged population group is much higher than the non-aged group. The percentage of the population 65 years or above in Southeast Asia has increased over the past 20 years. Health policy will still be one of the priority policy areas of the government in years to come

Consumer health awareness: Consumers are paying more attention to consumer health products thanks to extensive marketing and advertising activities from manufacturers and governments

Consumer self-medication: Many consumers typically purchase consumer healthcare products without a doctor’s prescription especially in suburban and rural areas. They usually look for advice to pharmacists at pharmacies and will purchase consumer healthcare products to treat mild symptoms such as cough, flu, stomach ache or headache

Thailand

Overview of the pharmaceutical and consumer health market in Thailand

The total pharmaceutical and consumer health market size, comprising nutritional, OTC and prescription medications, was estimated by IMS Health as of June 2013 to be USD4,019 million for 2012. The industry has witnessed steady growth historically, and is expected to register a CAGR of 3.2% between 2008 and 2016. As of May 2012, Euromonitor International Limited (“Euromonitor”) defines the consumer health market comprising of the following sub-categories: OTC, sports nutrition, vitamins and dietary supplements, weight management, herbal / traditional products. According to Euromonitor, the consumer health market is forecast to grow at a real CAGR of 6.8% between 2011 and 2016, and the vitamins and dietary supplements, a key category which the Company operates in within the consumer health market, is forecast to grow at a real CAGR of 8.2% between 2011 and 2016. (Remark: Information in this prospectus on the consumer health market is from independent market research carried out by Euromonitor International Limited but should not be relied upon in making, or refraining from making, any investment decision.)

Overview of the competitive landscape and products

The competitive landscape of the pharmaceutical and consumer health market in Thailand can be divided based on distribution channels into hospital and drugstore sub-markets. Both these sub-markets are highly fragmented with the top 10 players in either sub-market accounting for 48.1% and 35.5% of the respective total sub-market.

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In terms of sales volume, our Company ranked 6th in the overall drugstore market in 2012, positioning us favorably against global players and making us the second largest Thailand based player. As per IMS Health data as of June 2013, our sales revenues are significantly higher than Blackmores Limited (“Blackmores”), the company we consider to be our nearest competitor in the Thai consumer health market based on the similarity in product portfolio and trade channel. According to IMS Health as of June 2013, Blackmores recorded sales of Baht 502.6 million for 2012 compared to our sales of Baht 1,028.6 million for the same period.

We have market leading products in Vitamin C, Vitamin B, Fish Oil segments and our market leading brands include Nat CTM, Nat BTM, GofenTM and Fish Oil. We compete with international players including Blackmores, Bayer AG, Pfizer, Thai Nakorn and Sanofi Aventis.

Vietnam

Overview of the pharmaceutical and consumer health market in Vietnam

The total pharmaceutical and consumer health market size, comprising nutritional, OTC and prescription pharmaceutical products, was estimated by IMS Health to be USD2,152 million for 2012.

The industry has witnessed significant growth historically, registering a CAGR of 25.8% between 2008 and 2012. As of August 2012, Euromonitor categorises the consumer health market as comprising of the following: OTC, sports nutrition, vitamins and dietary supplements, weight management, herbal / traditional products sub-categories. According to Euromonitor, the consumer health market is forecast to grow at a real CAGR of 8.9% between 2011 and 2016, and the vitamins and dietary supplements, a key category which the Company operates in within the consumer health market, is forecast to grow at a real CAGR of 10.3% between 2011 and 2016. (Remark: Information in this prospectus on the consumer health market is from independent market research carried out by Euromonitor International Limited but should not be relied upon in making, or refraining from making, any investment decision.)

Overview of the competitive landscape of key products

Mega We CareTM branded products business

The competitive landscape of the pharmaceutical and consumer health market in Vietnam can be divided into the prescription pharmaceutical and OTC products segments. The two sub-markets are highly fragmented with the top 10 players in both sub-markets accounting for 26.6% and 24.2% respectively of the total sub-market size. We are the 11th largest company in the overall OTC products segment.

We have market leading products in the Vitamin E, oral anti-acne preparation, other cough sedatives, gastroprokinetics and cerebral and peripheral vascular segments and our market leading

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brands include EnatTM, AcnotinTM, AcnacareTM, FerrovitTM, EugicaTM, LimzerTM and GilobaTM. We compete with international and domestic players such as Reckitt Benckiser Group PLC, Pfizer, Johnson & Johnson, Bayer AG, Traphaco JSC, and United Laboratories Inc.

MaxxcareTM distribution business

The distribution market is growing rapidly in tandem with the growth in the Vietnamese pharmaceutical and consumer health industry. Zuellig Pharma Asia Pacific Ltd and DKSH Holding Ltd (“DKSH”) are the two largest distributors and Hoang Duc Pharmaceutical & Medical Supplies Co. is emerging as a prominent local distributor. Some companies are investing to strengthen distribution for their own products. Besides distributing for our own branded products business, we distribute for other large companies such as Sun Pharmaceutical Industries Ltd, PT Kalbe Farma Tbk (“Kalbe”), Dr Reddy’s Laboratories Ltd, Cadila Healthcare ltd (“Zydus Cadila”), and Ajanta Pharma Ltd. Our nationwide coverage includes over 12,000 outlets and we have warehouses in the major cities such as Ho Chi Minh, Hanoi and Danang which are certified by the Ministry of Health.

Myanmar

Overview of the pharmaceutical and consumer health market in Myanmar

Note on data source and key assumptions.

We note at the outset that there is a lack of data available from syndicated market research companies on the Myanmar pharmaceutical market. Accordingly, we have conducted our own analysis to estimate the size of the market and identify key players in the market.

Our analyses are carried out based on Myanmar custom importation data obtained from the Myanmar Survey Research Co., Ltd. This data covers both prescription pharmaceutical products and consumer health products imported into Myanmar. It should also be noted that this analysis will not capture all product groups (veterinary medicine, animal feeds etc.), products from domestic producers and border trade. The importation data is reported in USD and hence no foreign exchange conversion assumptions are applied to this data.

The total imported pharmaceutical and consumer health market size was estimated by the Company to be USD385 million for 2012. The industry has witnessed significant growth historically, registering a CAGR of 26.1% between 2008 and 2012. The Management believes growth in the pharmaceutical and consumer health industry is driven by fast growing GDP per capita and the corresponding rise in disposable incomes, increasing urbanization and rising health awareness and healthcare spending. An indicator of Myanmar’s significant growth opportunity and the degree of its under penetration is when we evaluate the pharmaceutical and consumer health market size per capita as compared to Thailand and Vietnam. Myanmar has a pharmaceutical and consumer health market size per capita of USD6.0 as compared Thailand and Vietnam which are at USD58.9 and USD23.8 respectively.

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Overview of the competitive landscape of key products

Mega We CareTM branded products business

The imported pharmaceutical and consumer health market is highly fragmented with the top 10 players accounting for 32% of the total market in 2011. We were the 3rd largest company accounting for a 4% market share and the only international company which manages its own sales and marketing directly in Myanmar. Other international companies use our distribution services or local distributors to sell and market their pharmaceutical and consumer health products.

Our own brand FerrovitTM ranked 10th in sales volume of the brands sold in Myanmar in 2011 and

we also have other notable brands including EnatTM, CalcivitaTM, Nat CTM and VitacapTM which are all

market leaders in their therapeutic categories. We compete with international players including

anbaxy, Kalbe, Glenmark Pharmaceuticals Limited, Zydus Cadila, Zifam Pinnacle Pty., Ltd, AA

Pharma Inc and domestic players such as Zizawa Healthcare etc.

MaxxcareTM distribution business

We distribute prescription pharmaceutical and FMCG products in Myanmar. The pharmaceutical and

FMCG distribution business are expected to benefit from the strong economic growth driven by the

historic transition the country is currently undergoing. Besides distributing for our own branded

products business, we also distribute pharmaceuticals for large MNCs such as Pfizer, Servier,

GlaxoSmithKline PLC and Novartis AG and FMCG companies such as, Nestlé Group, Schick and

Wilkinson-Sword. Our pharmaceutical and consumer health distribution and FMCG distribution

network directly covers over 4,000 outlets and over 15,000 outlets respectively.

We are one of the top two international distributors in Myanmar with DKSH being the other large

distributor. The top local distributors include Capital Diamond Star Group, AA Medical Products,

Myanmar Distribution Group (MDG), and Myanmar Indo Best. As an incumbent distributor which has

a long history in the country, large volume business, a country wide distribution network and

excellent infrastructure we believe that we are well positioned to capture the future growth potential

of Myanmar.

Competitive Strategy

Our goal is to further strengthen our position as one of the leading Southeast Asian healthcare companies.

We will focus on maintaining and building the leadership of our nutraceutical brands in Thailand, Vietnam and Myanmar. We will also seek to expand and develop market-leading positions for our prescription pharmaceuticals and OTC products in these markets. In the longer term, we seek to enter or develop a

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stronger presence for our branded products in developing countries in other Southeast Asian markets, Africa, the Middle East, the CIS and South America.

We are focused on investing in the continued strengthening of the distribution infrastructure we have established in Myanmar to maintain and further enhance our strong leadership position, as well as to sustain our position as one of the leading distributors in Vietnam and Cambodia.

We will also continue to contract manufacture nutraceuticals and pharmaceuticals for companies, many of whom are long standing customers. This enhances our reputation for quality manufacturing and enables us to reduce idle manufacturing capacity, thereby increasing our productivity and efficiency.

The key elements of our strategy to achieve those goals are as follows:

Expand our MaxxcareTM distribution business

We intend to grow our MaxxcareTM distribution business, particularly in Myanmar, by actively (i) working with our existing principals; (ii) adding further principals, and (iii) investing in and developing new infrastructure. Our approach to our distribution business is to assist our principals to grow their businesses.

We believe that our value-added services, such as inventory tracking and management systems, and access to valuable market data and real-time information sharing with principals, benefit our principals by helping them manage their businesses more efficiently, as well as by tailoring their marketing activities to target their customers, and will enable us to acquire new and retain existing principals

Enter new markets where we can successfully compete

In addition to strengthening our presence in our existing markets, we intend to selectively expand our branded products business into new markets. We are focused on marketing our brands only in developing markets globally. Our success in building a strong market position in Southeast Asia, and in particular in Thailand, Myanmar and Vietnam has demonstrated our ability to develop a suitable product portfolio and implement an effective marketing strategy in developing markets. We will selectively seek to leverage on this experience by entering new geographic markets where we believe we can successfully compete with our brand portfolio. We have identified markets in Africa, the Middle East, the CIS, and South America as our new frontiers. We have started building the necessary business infrastructure in terms of people, knowledge, and product registrations in these new developing markets.

Grow sales and market share of our existing market leading brands

We plan to strengthen our position within our existing markets by leveraging our brand strength and awareness to increase demand for our existing branded products. We believe active consumer promotion of the health benefits of our products through marketing, advertising and education will support our ability to increase market share as well as grow the overall size of our markets.

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At present a significant portion of our Thai budget is spent on advertising, with a particular focus on targeting new users of our products through various channels including internet marketing and point-of-sale presence activities.

Launch new branded products in our target market segments

We intend to maintain strong growth and capture market share by leveraging our brand strength and awareness to launch both new products as well as new line extensions of existing products in our branded products segment. Our new product focus will continue to be on nutraceutical and prescription pharmaceutical and OTC products.

Expand margins and profitability

Our focus on controlling and reducing costs is an important element of our operating and financial performance. We will continue to evaluate and address manufacturing and distribution cost inefficiencies. For example, we are constantly improving the yield of our manufacturing processes so that we can reduce the consumption of key ingredients, such as gelatin. We are focused on reducing production losses, and are in the process of further automating our production and packaging processes. We also plan to further increase our grow profit margins by actively managing our product mix in response to customer demand.

Selectively assess acquisition opportunities in our branded products business

We intend to complement our organic growth by selectively continuing to assess potential acquisition opportunities to expand our Mega We CareTMbranded products business, including for specific brands, trademarks and product formulation technologies. For example, in December 2012 we entered into a contract to acquire all rights to the market leading EugicaTM brand, including intellectual property and title documents in relation to the products manufactured and distributed under theEugicaTM brand, from DHG Pharmaceutical Joint Stock Co. in Vietnam.

Continue OEM business

We plan to continue to manufacture nutraceuticals and pharmaceuticals for companies with whom we have established relationships. Our OEM business will enhance our reputation as a high quality manufacturer. In addition, this will enable us to increase our manufacturing capacity by maximizing the capacity of our existing machines. We are currently introducing additional manufacturing capacity in Thailand, which we expect will be used in OEM manufacturing.

Environmental Impacts

Our pharmaceutical manufacturing operations in Thailand and Australia are governed by national, provincial and local environmental laws, rules and regulations.

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The relevant environmental laws, rules and regulations applicable to pharmaceutical manufacturers in Thailand include provisions governing air emissions, water discharge, prevention and treatment of sewage and exhaust fumes and the management and disposal of hazardous substances and waste.The primary wastes generated from our pharmaceutical manufacturing processes are air emissions, waste water, alcohol and other waste, which are generated in compliance with all applicable environmental laws, rules and regulations.

We believe we are currently in compliance in all material respects with applicable national, provincial and municipal environmental laws, rules and regulations in Australia and Thailand in respect of our manufacturing facilities, and we have obtained all the relevant government approvals in relation to our operations.

We have never been subject to any lawsuit against us in relation to environmental law violations (in the past and at present). However, we cannot predict the impact that unforeseeable environmental contingencies or new or amended laws, rules or regulations may have on us or our production facilities.

Summary of Material Contracts

On December 12, 2012, we entered into agreements with DHG Pharmaceutical Joint Stock Company in Vietnam (i) to purchase the EugicaTM brand, including intellectual property and title documents in relation to the products manufactured and distributed under the EugicaTM brand and (ii) other related agreements, for USD6 million. On April 10, 2013, we completed the registration to change ownership of the trademark with the relevant authority in Vietnam by completing the closing transactions pursuant to the terms of the sale agreement. On July 9, 2013, the value of such transaction was USD6 million or Baht 185.4 million (calculated at the currency exchange rate at USD1 to Baht 30.9) as stated in financial statement dated June 30, 2013.

In order to enter into the transaction, we sourced funds from a USD loan from commercial banks.

Prior to the acquisition of the trademark, we have appraised the value of such trademark by (1) assessing the income and previous income growth rate of EugicaTM branded products; and (2) comparing the trademark with the value of other types of recent transactions during 2009 to 2011, and the ratio of transaction size to income. According to our projections, the average of the ratio of the transaction size to income in such year was approximately 2.8 to 3.8 times and the ratio of the transaction size to the income of the EugicaTM brand was approximately 0.6 times. We are of the view that the purchase price is appropriate to enter into transaction.

In this regard, we anticipate that the EugicaTM products will be one of our top ten selling nutraceutical products, and will also strengthen our market leading position in operating our Mega We CareTM branded products in Vietnam. Nevertheless, we may not be able to realise any anticipated benefits from the acquisition of such trademark pursuant other risk factors

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The relevant conditions contained in the agreements to (i) purchase the EugicaTM brand, including intellectual property and title documents in relation to the products manufactured and distributed under the EugicaTM brand; and (ii) the other related agreements, are as follows:

we agreed to hire DHG Pharmaceutical Joint Stock Company as our manufacturer for EugicaTM branded products for a 5 year term commencing from January 1, 2013.

we agreed to hire DHG Pharmaceutical Joint Stock Company as our distributor for EugicaTM branded products for 2 years commencing from January 1, 2013.

we shall have the rights to purchase EugicaTM branded products from DHG Pharmaceutical Joint Stock Company from January 1, 2013.

DHG Pharmaceutical Joint Stock Company was obligated to transfer the registered pharmaceutical formulations and the formulations for which regulatory approval were pending under the EugicaTM brand. DHG Pharmaceutical Joint Stock Company transferred such formulations to be under the company's name yet.

Feasibility Study None

Technical and Management Assistance None

Future Projects

Other than our expansion of the Soi 8 manufacturing facility which is due to be completed within January 2014, neither the Company nor any of its subsidiaries have any major planned nor approved future expansion projects with regards to any manufacturing or distribution facilities.

17

Related Party Transactions

The following table is a summary of all related party transactions in the financial year ended December 31, 2012 and six months ended June 30, 2013 between the Company and subsidiaries and the persons who may have conflicts of interest:-

Persons/juristic persons who

may have conflicts of interest

Nature of Relationship Type of Transaction

Transaction Value (Baht) Rationale for, and Necessity of

Transaction Audit Committee Opinion

For the year ended

Dec 31, 2012

For the six months ended June 30, 2013

1. Ambika Tour Agency Ltd. (Thailand) (Operating as an flight ticket agency)

There are 2 common directors, namely, Mr. Ishaan Shah, and Ms. Nishita Shah There are 2 common

shareholders namely, Mr. Ishaan Shah and Ms. Nishita Shah

Flight ticket expenses Ambika Tour sells flight tickets to us

Accounts payable The accounts payable from flight ticket expense ‐ Beginning balance ‐ Net change ‐ Ending balance

4,038,345.5

-

261,180.0 261,180.0

1,769,075.0

261,180.0 (261,180.0)

-

We purchased flight tickets from Ambika Tour for the purpose of business transportation. Purchase prices, payment terms and conditions were in line with common market price, terms and conditions.

The transaction was conducted to support an ordinary course of business transaction and was made on an arm's length basis. The purchase price, payment term and condition were consistent with those of market practice.

2. Insurexcellence Insurance Brokers Ltd. (Thailand) (Operating as insurance broker)

There is a common director namely, Ms. Sameera Shah There is a common

shareholder namely, Ms. Sameera Shah

Insurance expenses We purchased insurance policies from Insurexcellence Insurance Brokers

Accounts payable The accounts payable from insurance premium expense ‐ Beginning balance ‐ Net change ‐ Ending balance

7,590,113.5

183,448.0 32,298.0

215,746.0

6,819,051.4

215,746.0 (21,380.0) 194,366.0

We purchased and paid insurance expenses such as, vehicle insurance, group medical insurances and other insurance associated with the Company’s ongoing operations from Insurexcellence Insurance Brokers.Insurance premium, payment terms and conditions were in line with

The transaction was conducted to support an ordinary course of business transaction and was made on an arm's length basis. The insurance premium, payment term and condition were consistent with those of market practice.

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For the year ended

Dec 31, 2012


Prepaid insurance

Prepaid insurance premium expense from insurance premium expense ‐ Beginning balance ‐ Net change ‐ Ending balance

-

- 414,289.0

414,289.0 3,531,366.0 3,945,655.0

market rate for insurance premium, terms and conditions.

3. Linaria Chemical (Thailand) Limited (Operating pharmaceutical sale business)

There are 2 common directors namely, Mr. Ishaan Shah and Mr. Kirit Shah. There are common

shareholders namely, Globex Corporation Co., Ltd., Ms. Nishita Shah, and Ms. Sameera Shah

Commission income We received commission income from Linaria Chemical (Thailand) Limited for our distribution services provided.

Cost of goods purchased from Linaria Chemical (Thailand) Limited We purchased products from Linaria Chemical (Thailand) Limited to distribute to its customer as part of the distribution service provided under MaxxcareTM in Vietnam

980,031.7

30,523,155.3

808,014.7

8,276,951.0

We provided a distribution service to Linaria Chemical (Thailand) Limited in Vietnam. Distribution fee and payment terms and conditions for distribution service provided to Linaria Chemical (Thailand) Limited were in line with common market price, terms and conditions.

The transaction was conducted in an ordinary course of business and was made on an arm's length basis. The distribution fee, payment term and condition are consistent with those of market practice.

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For the year ended

Dec 31, 2012


Trade Payable to Linaria Chemical (Thailand) Limited The payable expense for its cost of goods purchase from Linaria Chemical (Thailand) Limited ‐ Beginning balance ‐ Net change ‐ Ending balance

2,375,255.4 2,876,915.3 5,252,170.7

5,252,170.7 (3,571,307.3) 1,680,863.4

4. Mechai Pattana Secondary School

Mr. Mechai Viravaidya, our Chairman of the Board of Directors, is also the chairman of Mechai Viravaidya Foundation and the founder of Mechai Pattana Secondary School

Compensation and remuneration to the directors of our Company We paid compensation to its director, Mr. Mechai Viravaidya through Mechai Pattana Secondary School

-

1,000,000.0

As approved by The Board of Directors Meeting No. 1/2013 on January 17, 2013 in respect of the compensation and remuneration of non-executive directors, we will pay compensation to Mr. Mechai Viravaidya through Mechai Pattana Secondary School , at the rate of Baht 2,000,000 per annum which will be paid on a quarterly basis.

Such compensation has been duly approved by our Board of Director Meeting No. 1/2013 on January 17, 2013 and Shareholders' Extra Ordinary General Meeting No. 1/2013 on February 1, 2013. We have agreed with Mr. Mechai Viravaidya that the compensation and remuneration shall be paid to the Mechai Pattana Secondary School.

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For the year ended

Dec 31, 2012


5. Al-Mayoni For Trading Services Ltd. (“Al-Mayoni”) (Operating importing business)

There is a common shareholder namely Mr. Ahmed Mohamed Saleh who holds 51% in Mega Products (Yemen) Ltd. Mr. Ahmed Mohamed

Saleh is a major shareholder of Al-Mayoni

Sales to Al-Mayoni We sold our branded business products to Al Mayoni to import and sell in Yemen

Account receivables from Al-Mayoni ‐ Beginning balance ‐ Net change ‐ Ending balance

36,099,215.2

25,993,516.1 11,808,092.2 37,801,608.3

20,652,775.5

37,801,608.3 9,691,630.6 47,493,238.9

We sold our branded business products to Al Mayoni to import and sell in Yemen. The selling price, payment terms and conditions were consistent with those of market practice.

The transaction was conducted in an ordinary course of business and was made on an arm's length basis. The selling price, payment terms and conditions were consistent with those of market practice.

6. Mr. Vivek Dhawan

Mr. Vivek Dhawan is a director, Chief Executive Officer and a major shareholder of our company

Selling of Mega Lifesciences Limited (Myanmar) shares held by Mr. Vivek Dhawan

- - As part of the restructuring process, Mega Lifescience Pty Ltd. purchased 600 shares, representing 10% of the paid-up capital in Mega Lifesciences Limited (Myanmar) at par value of Baht 3.23 per share (calculated at the currency exchange rate as of July 9, 2013 at Kyat 0.0323 to Baht 1) or in total of Baht 253,405.5 from Mr. Vivek Dhawan on July 9, 2013.

The transaction is the restructuring to remove any conflicts of interest which may occur in the future.

Purchase price was at par, which was reasonable and for the best benefit of our shareholders.

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For the year ended

Dec 31, 2012


7. SS-KS International (Canada) Limited

There is a common director namely, Mr. Sudhir Gandhi There is a common

shareholder namely, Mr. Sudhir Gandhi

Marketing consulting fees We hired SS-KS International (Canada) Limited to provide marketing advice

Trade Payable The payable expense for its cost of goods purchase from SS-KS International (Canada) Limited ‐ Beginning balance ‐ Net change ‐ Ending balance

2,021,079.0 -

- 168,423.2

976,142.6

168,423.2 285.7 168,708.9

We hired SS-KS International (Canada) Limited to provide international marketing advice.

We shall prevent the occurrence of such transaction by implementing the policy from July 1, 2013.

We shall prevent the occurrence of such transaction by implementing the policy from July 1, 2013

8. Rupin International (Canada) Limited

There is a common director namely, Mr. Paramjit Singh Sawhney There is a common

shareholder namely, Mr. Paramjit Singh Sawhney

Marketing consulting fees We hired Rupin International (Canada) Limited to provide marketing advice

1,305,124.8

-

We hired Rupin International (Canada) Limited to provide international marketing advice.

We shall prevent the occurrence of such transaction by implementing the policy from December 31, 2012.

We shall prevent the occurrence of such transaction by implementing the policy from December 31, 2012

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Contingencies and Commitments None

Risk Factors

1. Our failure to maintain the principals of our MaxxcareTM distribution business segment could have a negative effect on our business.

Our MaxxcareTM distribution business division distributes substantially all products to customers through a distribution network that currently consists of our own distribution infrastructure in Myanmar, Vietnam, Cambodia and Nigeria.

In addition to distributing our own Mega We CareTM branded products in these countries, our MaxxcareTM distribution business also distributes healthcare and FMCG products for international pharmaceutical and international and local FMCG companies in Cambodia, Myanmar and Vietnam, activities which accounted for 45.8% and 44.5% of our consolidated group revenues for fiscal year ended December 31, 2012 and the six month period ended June 30, 2013 respectively. We typically distribute such products pursuant to the relevant annual agreements entered into directly between us and such principals, under which our principals provide us with a series of incentives and other support to distribute their products.

The arrangements which support our MaxxcareTM distribution business operations are typically short-term in nature, and are generally renewed every three years and can be terminated by six months’ notice by either party.

We cannot assure you that the principals of our MaxxcareTM distribution business will continue to sell products to us on commercially acceptable terms, or at all, or that such distribution arrangements will continue. We also cannot assure you that we will be able to establish new distributor relationships, or renew our agreements with our principals when they expire. In addition, we cannot assure you that there would not be material changes in our relationships with principals due to reasons beyond our control. For example, some of our multinational principals may establish or may have plans to establish their own distribution businesses in certain markets, which could make these principals less dependent on us to distribute their products.

In addition, our agency or distribution agreements with principals of our MaxxcareTM distribution business may be terminated from time to time due to various reasons that are beyond our control. Moreover, the relevant annual distribution agreements for some products are not exclusive, and we cannot assure you that our competitors will not obtain the distribution rights of such products.

Therefore, if we fail to maintain or expand the principals of our MaxxcareTM distribution business, our revenues, the ratio of revenue derived from our distribution business and the profitability of our distribution business may decrease, and our business, financial condition, results of operations and commercial opportunities could be negatively affected in a material manner.

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2. If we are unable to operate our MaxxcareTM distribution business efficiently, our business may be negatively affected.

Our ability to meet the demand of our principals within our MaxxcareTM distribution business may be constrained if we are unable to efficiently operate our MaxxcareTM distribution business, or if the operations of one or more of our subsidiaries or warehouses are disrupted or shut down for any reason, including as a result of natural disasters. Any such disruption could result in higher costs or longer lead times associated with product distribution.

In addition, as it is difficult to predict accurate sales volume in the distribution industry, we may be unable to optimize our distribution operations, which may result in us: (1) having excess or insufficient inventory; (2) being unable to efficiently warehouse products; and (3) having a decreased ability to distribute products. Any failure to effectively operate our distribution processes may also materially decrease our operating margins and reduce our profitability.

3. Our business, financial condition and results of operations may be negatively affected if we are unable to compete effectively in our markets.

The pharmaceutical industry is highly competitive. Our key competitors are large national and international manufacturers and distributors of pharmaceutical and healthcare products. In addition, we compete with local manufacturers and distributors of pharmaceutical products and other healthcare product providers in each market in which we operate.

Thus, we may be impacted by competition from competitors’ products and we cannot assure you that we will be able to remain competitive by continually distinguishing our products and services from that of our competitors’, or maintain our existing supplier and customer relationships. Nor can we assure you that we will increase or maintain our existing market share. Moreover, any significant increase in competition could have a negative effect on our revenue and profitability as well as our business and prospects.

Furthermore, new competitors, domestic or foreign, may enter markets where we currently operate. These companies may have greater financial, technical, research and development, marketing, distribution and other resources than we do. They may also have longer operating histories, larger customer bases or broader and deeper market coverage. This may negatively impact our business, operations, finances and commercial opportunities in a material manner.

4. We may not be successful in introducing new products.

We believe a critical component of the ongoing success and sustainable growth of our Mega We CareTM branded products business is our ability to develop and introduce new products into our portfolio, particularly branded generic products, through a combination of both in-house product development and the procurement from third parties of technical dossiers for submission of new products for regulatory approval.

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As such, the success of our new product candidates is highly dependent on our ability to identify reference products that provide a suitable basis for the development of a generic formulation of existing drugs, to develop these drugs in a cost-effective and timely basis, and to commercialize them successfully.

We must develop, test and manufacture generic products, as well as prove that our generic products are no less effective and safe than their original counterparts. All of our products must meet regulatory standards and receive regulatory approvals. The development and commercialization process is both time consuming and costly, and involves a high degree of business risk.

In addition, any delays in any part of the registration and approval process or our inability to obtain regulatory approval for our product candidates could materially and adversely affect our business, financial condition, commercial opportunities, results of operations and prospects by prohibiting or restricting the timely launch of new products, which could lead to our competitors gaining market share of product markets important to our overall profitability.

In addition, our product candidates, if and when fully developed, tested and approved by the relevant authority, may not perform as we expect, and may not be able to be successfully and profitably produced and marketed. This may negatively impact our business, results of operations, financial condition and commercial opportunities in a material manner.

The primary factors which may affect the commercial acceptance of our new products by our customers include, among others, the effectiveness of our marketing efforts and the products’ perceived advantages and disadvantages relative to competing products. Any of these factors, if they preclude or diminish our customers’ confidence in our products, could have a negative effect on our business, results of operations, financial condition and commercial opportunities in a material manner.

5. If our raw material costs increase, or if we are unable to procure raw materials at acceptable prices and quality, it may negatively affect our business.

Our Mega We CareTM branded products business and our OEM business division depend heavily on the supply of 4 categories of raw materials, being: (1) active ingredients; (2) excipient; (3) packaging; and (4) gelatin.

Any decrease in the supply, which may occur for various reasons, for example, due to changes in the natural climate, natural disaster, sudden increase in demand or an increase in the cost of raw materials (particularly active ingredients and gelatin), could lead to an increase in the costs of the procurement of raw materials. In addition, we cannot assure you that we would be able to pass on any increase in raw material costs to our customers, which may negatively affect our business, results of operations and financial condition in a material manner.

In order to manufacture our products, we must obtain sufficient quantities of high-quality raw materials at commercially acceptable prices and in a timely manner. As such, we typically do not enter into long-term supply agreements with raw material suppliers and as a result are vulnerable to supply shortages and

25

fluctuations in market prices. Should any of our suppliers fail to supply sufficient quantities of raw materials of an acceptable quality in the future, we may be unable to obtain replacement raw materials elsewhere in a timely and cost effective manner. We may also be forced to obtain raw materials from different suppliers, who may require us to pay prices that are not commercially reasonable or may provide us with raw materials that are not of an acceptable quality. This may consequently disrupt our manufacturing process and negatively affect our business, results of operations and financial condition in a material manner.

6. The continued success of our marketing and sales team is subject to a variety of risks.

The performance of our marketing and sales team is subject to certain risks, including:

inability to successfully execute advertising, marketing and promotional programs necessary to effectively maintain market share and increase the awareness of our brands, products and services;

failure to implement effective pricing and other strategies in response to competitive pressures in the industry;

inability to respond to changes in consumer demand in a timely manner;

failure to adhere to, or comply with, any relevant local laws, rules or regulations; and

failure to comply with the terms prescribed within the regulatory or governmental permits, approvals and clearances, or to pass government inspections or audits.

The occurrence of any such circumstances could have a negative effect on our business, results of operations, financial condition, reputation and commercial opportunities in a material manner.

7. We rely largely on our own manufacturing and storage facilities in the manufacturing and storage of our products. Any disruption of our current facilities or in the development of new facilities could reduce or restrict sales and have a negative effect on our business, financial condition and results of operations in a material manner.

We rely largely on our own manufacturing and storage facilities for the continued operation of our Mega We CareTM branded products business and our OEM business. As such, natural disasters, such as storms, fires or earthquakes, or other unanticipated catastrophic events, including power interruptions, water shortages, terrorist attacks and wars, as well as changes in governmental regulations for the land underlying these facilities, could significantly impair our ability to manufacture products and operate our business. These facilities and equipment would be difficult to replace in a timely manner. In addition, catastrophic events may also destroy any inventory and equipment located within our manufacturing facilities. The occurrence of such an event could significantly and negatively disrupt our business, results of operations, financial condition or commercial opportunities in a material manner.

In addition, our manufacturing facilities are designed, equipped and certified in accordance with applicable international standards for producing particular products, i.e., soft gel capsules. Consequently, manufacturing

26

facilities for one product may not be converted to produce another product without being re-tooled, re-equipped and re-certified in accordance with the relevant international standards, which could be very time-consuming and costly. As such, if we are forced to re-locate any or all of our manufacturing facilities after experiencing any of the aforementioned disasters, our expenses may rise due to the cost of relocating our tools and equipment to a new manufacturing facility. There may also be delays in obtaining necessary re-certification from the relevant national authorities.

8. There are certain risks associated with doing business in Myanmar.

For the fiscal year ended 2010, 2011 and 2012, and the six month period ended June 30, 2013, approximately 22.4%, 28.3%, 30.1% and 33.1%, respectively, of our total consolidated group revenues came from Myanmar.

Since November 1997, Myanmar has been governed by the State Peace and Development Council, formerly known as the State Law and Order Restoration Council, a military-dominated regime that previously governed Myanmar from 1988 to November 1997. Myanmar has experienced opposition from pro-democracy, religious and ethnic groups in recent years, with such opposition having at times included armed resistance.

Although the government of Myanmar has in recent years instituted certain market-based economic and financial reforms, such as the sale of state-owned assets, much of the economy remains state-dominated as a result of past socialist economic initiatives. A new constitution was ratified in May 2008 through a nationwide referendum. In November 2010, Myanmar held its first elections in two decades, although key opposition leaders boycotted the election. Since March 2011, the new president has shown leanings towards democratization, freed several political prisoners, taken steps to liberalize the state-controlled economy and permitted parliamentary elections, which were overwhelmingly won by the opposition party.

In any event, we cannot assure you that political or economic developments in Myanmar will always be positive, nor not have a negative effect on our business, financial condition, results of operations and commercial opportunities. Should such reforms by the Myanmar government fail, the occurrence of such events may negatively affect our business, results of operations, financial condition and commercial opportunities in a material manner.

9. Vietnam’s inflation rate and the fluctuation in the value of the Vietnam Dong may lead to higher operating costs and expenses in respect of our Vietnam operations.

Vietnam has experienced a substantially high inflation rate in the past (approximately 14.5% on average during 2008-2011 and 6.8% during 2012-2013, according to the General Statistics Office of Vietnam) in addition to experiencing volatility in the value of the Vietnam Dong vis-à-vis other regional currencies in the region (the Vietnam Dong depreciated against the United States Dollar around 8% per annum during 2008-2011). This may cause our Vietnam operations - from which we derived revenue from sales as a proportion of the total revenue for the fiscal year ended December 31, 2012 and the six month period ended June 30, 2013 of Baht 1,480.5 million and 756.1 million, respectively - to experience higher operating costs and

27

expenses than are currently incurred. This may also affect our business, results of operations, financial condition and commercial opportunities in a material manner.

10. Our ability to set our prices solely in accordance with market forces is restricted in Vietnam by government price limits.

Prices of pharmaceutical products in Vietnam are subject to the regulation and approval of the government. Relevant government agencies in Vietnam are empowered to “inspect” and “control” prices for pharmaceutical products. We must publicly declare the prices of our pharmaceutical products (import prices, wholesale and retail prices) prior to distribution, and submit one price dossier for approval to the Drug Administration of Vietnam (“DAV”) and another for filing. If any changes in pricing are proposed to be made, the process must be re-started and a new approval obtained. If our proposed pricing is acceptable, the DAV will issue a receipt of acknowledgement in respect of our price declaration. If such proposed price is determined to be ‘unreasonable’, based upon standards of reasonability determined by import, production and circulation costs, prices in domestic and international markets and input costs, then the DAV will request that we reconsider our proposed pricing and re-submit.

As such, this limits our ability to price our products in accordance with traditional economic principles. In addition, we cannot predict the nature of any measures that may be adopted in the future by the Vietnamese government to control prices. This may have a negative effect on our business, financial condition, results of operations and commercial opportunities in a material manner.

11. Our continued growth depends, in part, on increases in real disposable income and per capita spending across countries in which we operate, each of which may not grow as rapidly as it has in the past or may not grow at all.

Generally, an increase in disposable income raises demand for our products after a considerable time lag, while a fall in disposable income has an immediate negative effect. Given this, a decline in real disposable income will have an immediate and negative effect on the demand for our products.

While real disposable income and per capita spending on products across countries in which we operate have generally risen in recent years, each may not grow as rapidly as it has in the past or may not grow at all, which might cause our business, financial condition, results of operations and commercial opportunities to be negatively affected in a material manner.

12. The economic, political and social conditions and government policies in some of our major markets could affect our business, results of operations, financial condition and commercial opportunities.

As of December 31, 2012, a significant portion of our consolidated group revenues are derived from a number of emerging frontier markets or countries, such as Myanmar, Vietnam, Cambodia, Nigeria, Ukraine and Peru (“Major Risk Markets”), which accounted for approximately 65.7% of our consolidated group revenues. Accordingly, our financial condition and results of operations as well as the growth of our business

28

will be affected to a significant extent by economic, political and legal developments in any of the Major Risk Markets. These international operations are subject to certain specific risks that can materially affect our results of operations and can be summarised as follows:

unsettled political conditions, war, civil unrest and hostilities in some countries and regions where we operate or seek to operate;

undeveloped legal systems;

economic instability in foreign markets;

the impact of inflation;

natural disasters;

an inability to access necessary human capital;

governmental action such as expropriation of assets, general legislative and regulatory environment changes, exchange controls and the difficulty of enforcing contractual rights;

restrictions on foreign investment in certain jurisdictions; and

changes in global trade policies such as sanctions and embargoes imposed by the United States and other countries.

Although the economies of the Major Risk Markets have been transitioning from tightly government-controlled economies to more market-oriented economies, the majority of productive assets in such Major Risk Markets are still owned by their respective governments. The governments of the Major Risk Markets also exercise significant control over the economic growth through allocating resources, controlling repayments of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

In recent years, the governments of the Major Risk Markets, to varying degrees and extents, have each implemented measures emphasizing the utilization of market forces in the economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises. These economic reform measures may be adjusted or modified or applied inconsistently from industry to industry, or across different regions of the country. As a result, some of these measures may benefit the overall economy, but may have a negative effect on our business.

Generally, the legal systems of some of the Major Risk Markets have inherent uncertainties that could limit the legal protections available to us to protect our trademarks and our business (including from counterfeit products). In the Major Risk Markets we may experience difficulties in effecting service of legal process and enforcing judgments against persons who breach contractual or legal duties to us, or violate our trademarks and licenses.

29

13. Our Mega We CareTM branded products business is highly regulated, and future government regulations may place additional burdens on our business as well as have a negative effect on our business, financial condition, results of operations and commercial opportunities in a material manner.

Our Mega We CareTM branded products businessisgenerally subject to extensive government regulation and supervision. In particular, the regulatory framework addresses all aspects of our operations, including approval, production, licensing and certification requirements and procedures for periodic renewal and reassessment processes, registration of new drugs, quality control, pricing of pharmaceutical products and environmental protection.

Violation of these laws, rules and regulations may also constitute civil or criminal offenses under certain circumstances, and could have a negative effect on our business, results of operations, financial condition, reputation, as well as our, commercial opportunities in a material manner.

In addition, many initiatives taken, or to be taken, by certain governments in countries in which we operate under an ongoing healthcare reform plan, are expected to significantly contribute to the growth of the pharmaceutical and healthcare industry. We cannot assure you, however, that the relevant governmental authorities will continue to introduce favorable policies. In addition, the relevant government authorities may also introduce policies that are unfavorable to the pharmaceutical industry by terminating or materially alterating any favorable policies, or introducing any unfavorable policies, which could have a negative effect on our business, financial condition, results of operation and commercial opportunities in a material manner.

14. We may be subject to product liability, personal injury or wrongful death claims or product recalls in connection with our products and services.

We are exposed to risks inherent in the manufacturing, packaging, marketing and distribution of pharmaceutical, and nutraceutical products, such as: (1) unsafe products; (2) ineffective products; (3) defective products; (4) contaminated products; (5) improper or inaccurate labeling of products; (6) inadequate warnings or insufficient or misleading disclosures of side effects; and (7) unintentional distribution of counterfeit medicines.

In the event of any use or misuse of our products resulting in personal injury or death, product liability claims may be brought against us for damages. We may also be subject to product recalls and any relevant government may close down our operations.

Although we maintain product liability insurance which we believe to be consistent with industry practice, a substantial claim or a substantial number of claims against us, if successful, would have a material adverse effect on our business, reputation, financial condition, results of operations and commercial opportunities.

In the event of allegations that any of our products are harmful, even if unfounded, we may experience reduced consumer demand for our products or orders for our OEM business or these products may be recalled from the market. Any product recalls, regardless of merit, could have a negative impact on our

30

business, results of operations, financial condition, reputation and commercial opportunities in a material manner.

15. We depend substantially on the knowledge and proficiency of our key management personnel, and our business, cash flow, results of operations, financial condition and commercial opportunities may be negatively affected if we lose their services.

Our future success depends heavily upon the continued services of our key management personnel.

In particular, we rely on the expertise and experience of our key management personnel and their pharmaceutical industry-related experience and other professional knowledge. In addition, success in the distribution of our products depends on the dedication and skills of our sales and marketing personnel. Our ability to attract and retain key personnel, in particular, senior management, key product development personnel and key sales and marketing personnel, is a critical aspect of our competitiveness. Competition for these individuals could require us to offer higher compensation and other benefits in order to attract and retain them, which would increase our operating expenses and, in turn, could materially and adversely affect our business, result of operations, financial condition, results of operations and commercial opportunities.

We may be unable to attract or retain the personnel required to achieve our business objectives, and failure to do so could severely disrupt our business and prospects. The loss of any of our key employees, including senior executives, key product development personnel or key sales and marketing personnel, could severely harm our business and prospects.

We do not maintain key-person insurance for members of our management team. If we lose the services of any senior management, we may not be able to identify suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

Furthermore, if any of our executive officers join a competitor or form a competing company, we may lose a significant number of our customers, which could have a negative effect on our business, cash flow, result of operations, financial conditions and commercial opportunities.

Lawsuit The Company has no material lawsuit

No. of Employees

As of march 31, 2012, the Company has 4,102 employees in total. All employees can be separated to Branded products under our trademark 1,323 employees, Distribution 1,743 employees, Manufacturing 1,014 employees and Corporate/Others 22 employees.

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Company Background

Year Business Milestones

1982 : Our Company was incorporated by Mr Kirit Shah under the name of “Vikas Company Limited” and we changed the name of our Company to “Medicap Limited”.

: We received our first BOI promotion certificate from the BOI, providing us with tax and other incentives to establish our soft gel capsule manufacturing facility in Samut Prakarn, Thailand.

1990 : We formed Mega Products Limited (now known as Mega Lifesciences Pty. Ltd.) with a view to marketing and selling nutraceutical products under our own brands.We obtained a food manufacturing license from the Thai FDA.

1993-1994 : We acquired the MedicraftsTMbrand and associated trademarks for a range of products that we had been manufacturing as an OEM supplier for the previous owner of the MedicraftsTM brand. The acquisition was a factor in the growth of our branded products business and its market acceptance.

1995 – 1996 : We established operations in Myanmar (1995), Vietnam (1995) and Cambodia (1996) to market and sell our Mega We Care TMbranded products and to develop a distribution business, both to distribute our own branded products and to distribute the products of our principals.

2000 : We launched our Mega We Care TM branded products into developing markets, including the Commonwealth of Independent States and countries in Africa and the Middle East.

2002 : We began to lease a manufacturing facility in Dandenong, Melbourne, Australia and received an Australian TGA licence to operate such leased manufacturing facility in Dandenong, Melbourne.

2008 - 2010 : We added two additional production lines and replaced the machines with new ones for all eight existing production lines at our Soi 6 manufacturing facility in Samut Prakarn, Thailand. This brought the Soi 6 manufacturing facility’s total number of production lines to ten and its annual design capacity to 2.1 billion soft gel capsules.

2008 : We established a second manufacturing facility (“Soi 8 manufacturing facility”) in Samut Prakarn, Thailand. Manufacturing of tablets, hard capsules and packagesin this new facility commenced in 2009.

2010 : We registered “MaxxcareTM” as a trademark in 2010. MaxxcareTM is the primary

32

Year Business Milestones

trademark for our distribution business.

2012 : We received the Taxpayers’ Recognition Award 2011, an award recognizing taxpayer responsibility, from the Thai Revenue Department in recognition of our being a good corporate citizen with good corporate governance and best practices in paying taxes.

: We acquired the EugicaTM brand, intellectual property and title documents in relation to the products manufactured and distributed under the EugicaTM brand, from DHG Pharmaceutical Joint Stock Company. As per IMS Health data as of 2012, EugicaTM ranked first in sales among traditional herbal lozenge product in Vietnam. We finished registering our acquisition of the EugicaTM brand on April 10, 2013.

In accordance with the trademark sale and purchase agreement and other relevant agreements, the sale and purchase of the brand occurred on January 1, 2013 (please see detail in summary of material contract)

2013 : We relocated our manufacturing facility in Australia from Dandenong to a newly constructed manufacturing facility in Pakenham, Melbourne (“Pakenham Facility”). Our Pakenham Facility also received GMP certification from the Australian TGA.

Investment in Subsidiary / Associated / Related Companies As of June 30,2013, the Company has directly and indirectly invested in 16 subsidiaries as listed below.

1) Direct subsidiaries

Name Type of business Paid-up Capital % of shareholding Investment Cost

(Baht) Natural Health Foods Limited (Thailand)

Direct marketing by sale of products under our Mega We CareTM brand in Thailand via direct mail to consumers.

Registered capital: THB 8,000,000

99.99 1,995,900

Mega Lifesciences Pty. Limited (Thailand)

Marketing and sales of our branded and third party products to distributors in and outside of Thailand.

Registered capital: THB 50,000,000

99.99 49,996,400

Mega We Care Limited (Thailand)

Retains ownership of ‘Mega We Care’ trade name. THB 170,000 99.96 170,000

33

2) Indirect subsidiaries and affiliate which the Company invests through Mega Lifesciences Pty. Limited (Thailand)

Name Type of business Paid-up Capital % of shareholding Investment Cost Mega Lifesciences Limited1 (Myanmar)

Marketing, sales, and distribution services to various importers who import branded and third party products from Mega Lifesciences Pty Limited, Thailand.

We also distribute locally-sourced products.

Kyat 1,200,000 100.00 2,280,650

Mega Lifesciences (Vietnam) Limited2 (Vietnam)

Marketing, sales, and distribution services to various prescription pharmaceutical product and OTC product importers under its own brand and third partys’ products from Mega Lifesciences Pty Limited.

Marketing, selling and distributing our branded and third party food products to consumers in Vietnam. We also distribute locally-sourced food products.

VND 55,432,500,000 100.00 63,004,204

E-Sense Limited (Thailand)

Provides IT services to all our subsidiaries and affiliate companies under our group and holds certain software licenses for our business operation. At present, E-Sense Limited (Thailand) does not engage in any business operations.

Registered capital: THB 500,000

99.86 499,300

Mega Lifesciences Pty. Limited3 (Cambodia)

Provides marketing, sales, and distribution services for our branded products business and third party products.

Registered capital: Riels 1,400,000,000

100.00 15,280,860

Mega Lifesciences (Australia) Pty. Limited (Australia)

Manufactures our own brands and OEM products.

Registered capital: AUD15,000,000

100.00 398,006,609

Mega Lifesciences Nigeria Limited4 (Nigeria)

Provides importation, marketing, sales, and distribution services for our branded products business and third party products.

Registered capital: Naira 50,000,000

99.99 14,885,250

Mega Lifesciences Sdn. Bhd.5 (Malaysia)

Holds product registrations and provides marketing support for our branded products sold through third party distributors.

Registered capital: RM (Ringgit) 1,678,714

100.00 17,213,662

Mega Lifesciences Pty. Peru S.A.C. (Peru)

Provides importation, marketing, and sales services for our branded products business.

Registered capital: S8,000

99.00 98,782

PT Mega Lifesciences6 (Indonesia)

Holds product registrations in Indonesia. Registered capital: Rp 3,441,000,000

99.00 15,011,646

Mega Lifesciences Ghana Limited

Provides importation, marketing, sales, and distribution services for our branded products

Registered capital: GHS457,343

100.00 9,469,300

34

Name Type of business Paid-up Capital % of shareholding Investment Cost (Ghana)

business.

Mega Products (Mauritius) Limited (Mauritius)

Provides support services to some of our importers, which are mostly located in Myanmar, and some principals from our MaxxcareTM

distribution business.

Registered capital: USD 10,000

100.00 410,000

Mega Lifesciences Private Limited7 (India)

Provides support services (such as intellectual property and legal services) for our branded products business and provides the procurement of technical dossier services in relation to branded products from third parties worldwide.

Registered capital: Rupees 100,000

100.00 4,776,987

Mega Lifesciences Pte. Limited (Singapore)

Provides trade services for third party products. Registered capital: USD 5,000

100.00 156,500

Mega Products (Yemen) Ltd. (Yemen)

An affiliate company which the Company owns 49% with a joint venture partner

10,000,000 Riyal 49.00 1,212,848

Change in Capital in the last 3 years

Unit: THB mm

Date Capital

increase (decrease)

After the increase

(decrease) Note/ objective

17 July 2013 0.67 67.06 Increase registered share of 67,480 shares for ESOP 18 July 2013 300.00 367.73 In support of stock dividend payment by newly issued

ordinary share 30,000,000 to existing shareholders at par value of 10 Baht per share

15 November 2013 64.89 432.62 For allocation to the public at the initial public offering for the amount of 129,787,408 shares at par value of 0.5 Baht per share. The offering price is THB17.5 per share

Note : *registered date

Accounting Period January 1st – December 31st

Auditor Ms. Wilai Buranakittisopon, a certified public accountant, registration no. 3920 KPMG Phoomchai Audit Ltd

Registrar Thailand Securities Depository Co., Ltd.

Financial Advisor Kasikorn Securites Pcl.

Lead Underwriter Kasikorn Securites Pcl.

35

Dividend Policy

Our dividend payment policy is to pay dividends in the amount of not less than 25%of our annual net profit(after corporate income tax and appropriation of statutory reserves), Starting from the date on which we are listed on the SET. However, the dividend payment for each year may vary depending on our business operations, financial condition, investment plan and the need for working capital for business operations and expansion,as well as other relevant factors.

B.O.I. Certificates

At present, the Company holds BOI certificate No. 1996 (2) /2012 dated July 31, 2012, covers soft gel drug manufacturing up to a design capacity of 2.9 billion soft gel capsules per year, and thus includes capacity from both production lines installed in our Soi 6 Facility between 2008 and 2010, as well as the new production lines being installed at our Soi 8 Facility.

The investment privileges granted to us are as follows:

(i) exemption from import duties on machinery;

(ii) exemption from import duties on the raw materials and components for the manufacturing of the products for export;

(iii) exemption from corporate income taxes (tax holiday) for 5 years with permission to carry forward losses and deduct them as expenditure from the net profit earned for up to 5 years after the end of the income tax holiday period; and

(iv) exclusion from taxable income of dividends derived from the Company during the tax holiday and paid out during tax holiday period.

Number of Shareholders As of November 15th, 2013

No. of

Shareholders No. of Shares

% of paid-up Capital

1. Strategic sharesholders 1.1 Directors, manager, and executive management 1.2 Shareholders who have a holding of above 5% including related persons 1.3 Controlling Shareholders

8 3

None

193,404,460 455,205,988

None

22.35 52.61

None

2. Non-Strategic shareholders hold > 1 trading unit 4,915 216,638,160 25.04

3. Non-Strategic shareholders hold < 1 trading unit None None None Total 4,926 865,248,608 100.0

36

Major Shareholders As of November 15th, 2013

Shareholders

After the offer of newly issued shares to the public and offer of

ordinary shares on the big lot board2 Prior to the public offering

Number of shares

Number of shares

Number of shares

Percentage1

Shah Family

Unistretch Ltd Globex Corporation Ltd G. Premjee Trading Pte Ltd. Ms. Nishita Shah2 Ms. Sameera Shah2 Mr. Ishaan Shah2

Total Shah Family Mr. Vivek Dhawan2 MINDO ASIA INVESTMENTS LIMITED3 Mr. Paramjit Singh Sawhney2 Mr. Sudhir Gandhi2 Mr. Thomas Abraham2 Ms. Duangnapa Dongsiri2

Mr. Apichai Chancharusiri Mr. John William Farley Mr. Ghirish Wadhwa

433,311,400

177,448 -

10,586,028 10,586,028 10,586,028

465,246,932 63,532,716 43,175,900 15,883,095 15,883,095 15,883,095 15,883,095 4,368,820 4,368,820 4,343,420

50.08 0.02

- 1.22 1.22 1.22

53.77 7.34 4.99 1.84 1.84 1.84 1.84 0.50 0.50 0.59

433,311,400 27,689,360 7,058,060

21,717,140 21,717,140 21,717,140

533,210,240 72,813,580

- 18,203,300 18,203,300 18,203,300 18,203,300 4,368,820 4,368,820 4,343,420

58.92 3.76 0.96 2.95 2.95 2.95

72.50 9.90

- 2.48 2.48 2.48 2.48 0.59 0.59 0.59

Grand total 648,568,988 74.96 691,918,080 94.08

Remarks: 1 Percentage of our paid-up registered capital.

2 On the first day of trading of the Company’s shares on the SET, certain of our existing shareholders, namely, Ms. Sameera Shah, Mr. Ishaan Shah, Ms.Nishita Shah, Mr.Paramjit Singh Sawhney, Mr.Sudhir Gandhi, Mr. Vivek Dhawan, Mr. Thomas Abraham and Ms. Duangnapa Dongsiri will sell the Company’s ordinary shares in an amount not exceeding 51,955,000 shares, or 6% of the total amount of the Company’s paid-up shares post-offering, on the big lot board to major investors (cornerstone and/or anchor investors) and private placement of not more than 50 persons. One of the major investors is MINDO ASIA INVESTMENTS LIMITED, a Hong Kong company wholly owned by Lombard Asia IV L.P. In this regard, the Company’s existing shareholders will sell the Company’s ordinary shares in an amount of 42,175,900 shares, or 4.9% of the total amount of the Company’s paid-up shares post-offering to MINDO ASIA. The offering price of these shares shall be equivalent to the IPO price. There will be no person who is allocated more than 5% of the total amount of the Company’s paid-up shares after the IPO and the offer of ordinary shares on the big lot board. In this regard, the shares which shall be sold on the big lot board shall not be regarded as the shares which are prohibited to sell during silent period

3 MINDO ASIA INVESTMENTS LIMITED, a Hong Kong company wholly owned by Lombard Asia IV L.P. Lombard Asia IV L.P. is a private equity fund with capital of approximately USD 350 million. It focuses on long-term investments in leading growth-oriented companies that command strong competitive advantages in Southeast Asia

region

Shareholders of Unistretch Ltd Number of shares* Percentage**

Globex Corporation Limited Ms. Sameera Shah Mr. Ishaan Shah Ms. Nishita Shah Ms. Manee Thanurattanabut Mr. Niran Sinthuphakorn Mr. Shirish Sharma

Total

520,000 399,995 380,000

2 1 1 1

1,300,000

40.00 30.77 29.23 0.00 0.00 0.00 0.00

100.0

Remarks: * Number of shares as of July 11, 2013. ** Percentage of our registered capital.

37

Shareholders of Globex Corporation Ltd. Number of shares* Percentage**

Ms. Nishita Shah Mr. Ishaan Shah Ms. Sameera Shah

Total

299,994 5 1

300,000

100.0 0.0 0.0

100.0

Remarks: * Number of shares as of July 11, 2013.

** Percentage of our registered capital.

Foreign Shareholders As of November, 15th 2013

the Company has 320 foreign shareholders, holding 146,890,737 shares in total or approximately 17.0 of all issued and paid-up shares. However, the Company has no any limitation of foreign shareholding.

Board of Directors

No. Name Position Appointed Date

1. Mr. Mechai Viravaidya Chairman of the Board of Directors / Independent Director

February 1, 2013

2. Mr. Alan Chi Yim Kam Director / Independent Director / Chairman of Audit Committee

February 1, 2013

3. Mr. Manu SawangJaeng* Director / Independent Director / Audit Committee / Chairman of Remuneration and Nomination Committee

February 1, 2013

4. Mr. Thor Santhisiri Director / Independent Director / Member of Audit Committee

February 1, 2013

5. Mr. Kirit Shah Director / Member of Remuneration and Nomination Committee

February 1, 2013

6. Mr. Ishaan Shah Director February 1, 2013

7. Ms. Sameera Shah Director February 1, 2013

8. Mr. Shiraz Erach Poonevala Director February 1, 2013

9. Mr. Vivek Dhawan Director / Member of Remuneration and Nomination Committee and CEO

In 1988 as Executive of the Company and February 1, 2013 as Director of the Company

10. Mr. Thomas Abraham Director and CFO In 1988 as Executive of the Company and February 1, 2013 as Director of the Company

* Served as a general manager in Thailand and Indochina and as a senior advisor to one of our business partners.

38

Audit Committee of the Company

Board of Directors Meeting 1/2013, as of January 17th, 2013 has a resolution to appointed the audit committees as follow

No. Name Position

1. Mr. Alan Chi Yim Kam Chairman of Audit Committee

2. Mr. Manu SawangJaeng Member of Audit Committee

3. Mr. Thor Santhisiri Member of Audit Committee

Mr. Deepak Panjwani acts as secretary for the Audit Committee and .Mr. Alan Chi Yim Kam has sufficient knowledge and experience to review the reliability of the financial statements.

Scope of Authority, Duties and Responsibilities of Audit Committee

The scope of the authority, duties and responsibilities of our Audit Committee, which consists of the following:

to review and ensure that the Company provides a sufficient and accurate report of its financial statements;

to review and ensure that the Company has appropriate and efficient internal controls and internal audit systems, to consider the independence of the Internal Audit function, and to approve the appointment, transfer and termination of the head of the Internal Audit function or any other unit responsible for internal audit;

to review and ensure that the Company complies with securities and exchange laws, including the notifications of the SEC, notifications of the Capital Market Supervisory Board, notifications of the committee of the SET, regulations of the SET as well as the laws relating to the Company’s business;

to consider, recruit and nominate an independent third-party to be the Company’s auditor and to determine the auditor's fee, as well as to hold at least one meeting per year with the auditor without participation of the management;

to consider and ensure that the Company’s connected transactions or transactions that may result in conflicts of interest are in compliance with the laws, notifications and the regulations of: (i) the SEC; (ii) the Capital Market Supervisory Board; and (iii) the SET, including other governing bodies and to ensure that such transactions are reasonable and in the best interest of the Company;

to prepare the Audit Committee’s report which will be disclosed in the Company’s annual report. The report must be signed by the chairman of the Audit Committee and shall contain at least the following details:

(1) opinion on the accuracy, completeness and reliability of the Company’s financial report;

39

(2) opinion on the sufficiency of the Company’s audit control system;

(3) opinion on compliance with securities and exchange laws, regulations of the SET and the laws relating to the Company’s business;

(4) opinion on suitability of the auditor;

(5) opinion on transactions which may result in conflicts of interest;

(6) number of meetings held by the Audit Committee and the attendance records of each member of the Audit Committee;

(7) overall comments or remarks received from the Audit Committee during the year as part of its performance under the Charter of Audit Committee;

(8) other matters of which the shareholders and general investors should be informed, in accordance to their duties and responsibilities as assigned by the Board of Directors;

(9) if the Audit Committee, in the course of their duties, discovers or suspects that one of the following transactions or actions which may significantly affect the Company’s financial standing and operating results has occurred, the Audit Committee shall report such transactions to the Board of Directors in order to rectify such actions, or transaction within the specified period of time as the Board of Directors deem appropriate:

(1) transaction resulting in a conflict of interest;

(2) fraud or any major irregularity or defect in the Company's internal control system; and

(3) a violation of securities and exchange laws, regulations of the SET and the laws relating to the Company’s business.

If the Board of Directors or Management fails to rectify the problem within the time as specified above, any one member of the Audit Committee may report to the SEC or the SET that a transaction or action as specified above has occurred; and to perform any other activities as designated by the Board of Directors with the Audit Committee’s approval.

Term of membership

The terms for the chairman and members of the Audit Committee shall be equal to that of the members of the Board of Directors. Any retiring member of the Audit Committee may be re-elected. In the case of a vacancy in the Audit Committee due to any reason other than retirement or rotation, the Board of Directors shall elect a candidate sufficiently qualified to be appointed as a member to ensure that the quorum requirements prescribed by the Board of Directors are met. The person so appointed shall remain in office for the same period of time that the vacating member was entitled to remain in office.

40

Listing Conditions None

Silent Period

Shareholders, who own common shares before the company’s public offering, holding 475,887,000 shares or 55% of paid up capital after the initial public offering certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one year from the first trading date. Upon the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares prohibited for sale and the rest after one year

Waiver from the SET None Others

ESOP Warrants Extraordinary General Meeting of shareholders No. 2/2013, held on June 7, 2013, passed a resolution to approve the issuance of 8,652,494 warrant units to employees of the Company, its subsidiaries and/or affiliates. The warrants shall be offered in one time and shall be allocated subsequent to the offering of IPO shares in accordance with the following:

Amount : Not exceeding 8,652,494 units. Period : Not exceeding 5 years from the issue and offering date of warrants. Offer Price per unit : Baht 0 (Zero Baht). Exercise price : Equivalent to the IPO price. Exercise rate : Each holding of 1 unit of warrants is entitled to convert the warrant into

1 ordinary share, except in the case that the exercise right is amended under a condition of amendment as will be prescribed in the terms and conditions of the warrant.

Allocated ordinary shares for the exercising of right

: Not exceeding 8,652,494 shares (par value of Baht 0.5 per share)

Issue date : Date set by the board of directors or chief executive officer and approved by the shareholder’s meeting.

Offer period : We will offer to sell the warrants within 1 year of the date determined by our Extraordinary General Meeting no. 2/2013 dated June 7, 2013, which approved us to issue and offer the warrants to our employees and the employees of our subsidiaries and/or affiliates following the listing of our shares on the SET. We shall not allocate such warrants to any employee in an amount exceeding 5% of the total amount of securities on offer at that time.

Exercise period : On the last day of each month, commencing from the first month falling 4 years and 6 months following the warrant issue date. In addition, the exercise right may be exercised on any of the final 5 business days prior to the expiry of the 5 year warrant period.

41

Dilution of existing shareholders in the event that all warrants allocated to employees are exercised compared to the paid-up capital after the offering

: In the event that all warrants allocated to the employees in the number of 8,652,494 units have been exercised, the control of the existing shareholders of the Company shall be diluted by 0.9901 percent of the existing voting rights, where the rights of the existing shareholders after the exercise shall be equivalent to 99.0099 percent.

Statistic

Mega Lifesciences Public Company Limited

Year (As of December 31st)

Sale and services revenues (THB mm)

Net Profit (Loss)

To Owners of the

Company (THB mm)

Net Profit (Loss)1

(THB/Share)

Dividend1

(THB/Share) Book Value1

(THB/Share) Dividend Payout

ratio (%)

2010 1,019.3 165.5 24.72 19.72 53.12 78.8% 2011 1,117.0 161.6 24.12 14.02 59.32 58.3% 2012 1,437.2 282.5 42.12 21.62 79.82 51.4%

Six months ended as of June 30th,

2013 763.3 253.0 37.72 78.72 83.92 208.8%

1 Calculated based on number of outstanding shares shown per Company's financial statements 2 A par value per share of 10.00 Baht with paid-up ordinary shares of 6,705,619 shares. Post offering, par value per share will be 0.5 Baht with paid-up ordinary shares of 865,248,608 shares

Mega Lifesciences Public Company Limited and Subsidiaries

Year (As of December 31st)

Sale and services revenues (THB mm)

Net Profit (Loss) to owners of

the Company

(THB mm)

Net Profit (Loss)1

(THB/Share)

Dividend1

(THB/Share) Book Value1

(THB/Share) Dividend Payout

ratio (%)

2010 4,158.7 369.8 55.12 19.72 132.02 35.8% 2011 4,856.8 458.3 68.32 14.02 187.32 20.5% 2012 5,964.8 557.1 83.12 21.62 242.52 26.0%

Six months ended as of June 30th,

2013 3,293.5 293.7 43.82 78.72 259.32 179.7%

1 Calculated based on number of outstanding shares shown per Company's financial statements 2 A par value per share of 10.00 Baht with paid-up ordinary shares of 6,705,619 shares. And post- offering, par value per share will be 0.5 Baht with paid-up ordinary shares of 865,248,608 shares

42

Mega Lifesciences Public Company Limited Statement of Financial Position

Separate Financial Statements

As of December 31, As of June 30,

2010 2011 2012 2013

Amount % of total1 Amount % of total1 Amount % of total1 Amount % of total1

(in millions THB, except percentages)

Current assets Cash and cash equivalents 1.2 0.2 3.5 0.4 3.5 0.2 16.5 1.0 Trade accounts receivable 291.1 36.4 323.1 33.6 509.4 33.3 458.4 26.4 Other receivables 6.2 0.8 12.7 1.3 7.4 0.5 39.6 2.3 Inventories 169.7 21.2 275.5 28.6 339.6 22.2 441.2 25.4 Advances to suppliers and distributors 5.7 0.7 25.6 2.7 24.3 1.6 19.2 1.1 Total current assets 473.9 59.2 640.4 66.5 884.2 57.8 974.9 56.1

Non-current assets Investment in subsidiaries 52.2 6.5 52.2 5.4 52.2 3.4 52.2 3.0 Restricted deposits at financial institutions 0.2 0.0 0.2 0.0 0.2 0.0 0.2 0.0 Property, plant and equipment 268.3 33.5 265.1 27.5 394.8 25.8 511.2 29.4 Intangible assets 5.7 0.7 4.9 0.5 4.0 0.3 3.6 0.2 Deferred tax assets2 - - - - 9.2 0.6 11.4 0.7 Prepayment for trademark - - - - 185.4 12.1 185.4 10.7 Total non-current assets 326.4 40.8 322.3 33.5 645.8 42.2 764.0 43.9

Total assets 800.3 100.0 962.7 100.0 1,530.0 100.0 1,738.9 100.0

Remarks: 1 Percentage of total assets

2 The Company has adopted a new accounting standard, namely TAS 12 Income Taxes, which requires the Company to record deferred tax in its 2013 financial statement for the first time. The historical consolidated financial statements for the years ended December 31, 2010, 2011 and 2012 have not been restated to reflect this change in new accounting standard.

43

Mega Lifesciences Public Company Limited Statement of Financial Position (Cont')

Separate Financial Statements As of December 31, As of June 30,

2010 2011 2012 2013



Current liabilities Bank overdrafts and short-term loans from financial institutions 242.6 54.6 289.7 51.2 394.6 40.0 544.7 46.3

Trade accounts payable 100.0 22.5 166.3 29.4 171.8 17.4 102.3 8.7 Other payables 11.0 2.5 11.3 2.0 35.0 3.5 11.4 1.0 Short-term loan from and interest payable to related party 2.5 0.6 2.5 0.5 2.6 0.3 2.6 0.2 Accrued dividend - - - - - - 33.3 2.8 Current portion of long-term loans from financial institutions 28.4 6.4 20.3 3.6 60.5 6.1 103.6 8.8

Current portion of finance lease liabilities 0.2 0.1 0.1 0.2 0.1 0.0 0.0 0.0 Income tax payable 21.5 4.8 13.4 2.4 10.4 1.1 8.9 0.8 Accrued expenses 13.0 2.9 25.5 4.5 30.9 3.1 55.2 4.7 Total current liabilities 419.3 94.4 529.1 93.6 705.7 71.6 862.1 73.3

Non-current liabilities Long-term loans from financial institutions 24.7 5.6 4.4 0.8 242.7 24.6 273.4 23.2 Finance lease liabilities 0.1 0.0 0.0 0.0 0.2 0.0 0.2 0.0 Deferred tax liabilities2 - - - - - - - - Employees benefits obligation - - 31.5 5.6 36.9 3.7 40.2 3.4 Total non-current liabilities 24.8 5.6 35.9 6.4 279.8 28.4 313.8 26.7

Total liabilities 444.1 100.0 565.1 100.0 985.5 100.0 1,175.9 100.0 Remarks: 1 Percentage of total liabilities and shareholders’ equity

2 The Company has adopted a new accounting standard, namely TAS 12 Income Taxes, with effect from January 1, 2013. The historical consolidated financial statements for the years ended December 31, 2010, 2011 and 2012 have not been restated to reflect this change in accounting policy.

44

Mega Lifesciences Public Company Limited Statement of Financial Position (Cont')



2010 2011 2012 2013



Share capital Authorised share capital 67.1 8.4 67.1 7.0 67.1 4.4 67.1 3.9 Issued and paid-up share capital 67.1 8.4 67.1 7.0 67.1 4.4 67.1 3.9 Reserved share dividend 0.0 300.0 Retained earnings Appropriated Legal reserve 7.7 1.0 7.7 0.8 7.7 0.5 7.7 0.4 Unappropriated 281.5 35.2 322.9 33.5 469.7 30.7 188.2 10.8 Other components of equity - - - - - - - - Total shareholders’ equity2 356.3 44.5 397.7 41.3 544.4 35.6 563.0 32.4

Total liabilities and shareholders’ equity2 800.3 100.0 962.7 100.0 1,530.0 100.0 1,738.9 100.0 Remarks: 1 Percentage of total liabilities and shareholders’ equity.

2 Prior to the IPO, the Company has paid interim dividend in the amount of Baht 565.6 million in accordance with the resolution of the Meeting of Board of Directors No. 7/2013 dated October 30, 2013 and interim dividend in the amount of Baht 47.8 million in accordance with the resolution of the Meeting of Board of Directors No. 5/2013 dated August 13, 2013, respectively (which is equivalent to a total amount of Baht 613.3 million). Such dividend payment will result in a decrease of shareholders’ equity of the Company as of June 30, 2013 in the total amount of Baht 613.3 million. The remaining amount will be equal to Baht 1,125.7 million. In this regard, the shareholder’s equity does not include the proceeds expected to be received from the sale of IPO shares.

45

Mega Lifesciences Public Company Limited Comprehensive Income Information


Year ended December 31, Six months ended June 30, 2010 2011 2012 2012 2013

Amount % of total1 Amount % of total1 Amount % of total1 Amount % of total1 Amount % of total1


Revenue from sales of goods and rendering of services 1,019.3 100.0 1,117.0 100.0 1,437.2 100.0 607.5 100.0 763.3 100.0

Cost of sales of goods and rendering of services (755.7) (74.1) (872.2) (78.1) (1,108.8) (77.1) (479.1) (78.9) (496.3) (65.0)

Gross profit 263.6 25.9 244.8 21.9 328.4 22.9 128.4 21.1 266.9 35.0

Revenue from investment 75.0 7.4 94.0 8.4 140.0 9.7 93.0 15.3 170.1 22.3

Other income2 5.1 0.5 8.4 0.8 15.2 1.1 5.4 0.9 13.4 1.8

Profit before selling and administrative expenses 343.7 33.7 347.2 31.1 483.6 33.6 226.7 37.3 450.4 59.0

Selling expenses (27.6) (2.7) (30.3) (2.7) (26.5) (1.8) (12.9) (2.1) (70.0) (9.2)

Administrative expenses (98.4) (9.7) (107.9) (9.7) (137.9) (9.6) (64.6) (10.6) (111.3) (14.6)

Profit before net foreign exchange loss 217.7 21.4 209.1 18.7 319.3 22.2 149.3 24.6 269.1 35.3

Net foreign exchange loss - - (4.1) - - - - - - -

Profit before interest and tax 217.7 21.4 205.1 18.4 319.3 22.2 149.3 24.6 269.1 35.3

Finance costs (11.9) (1.2) (11.3) (1.0) (13.3) (0.9) (6.3) (1.0) (9.3) (1.2)

Profit before income tax expenses 205.8 20.2 193.7 17.3 306.0 21.3 142.9 23.5 259.8 34.0

Income tax expenses (40.3) (3.9) (32.2) (2.9) (23.5) (1.6) (12.6) (2.1) (6.8) (0.9)

Net profit for the year 165.5 16.2 161.6 14.5 282.5 19.7 130.4 21.5 253.0 33.1 Remark: 1 Percentage of total revenue from sales of goods and rendering services.

2 Other revenue includes other income and gain from foreign exchange.

46

Mega Lifesciences Public Company Limited Statement of Cash Flows Information

Separate Financial Statements Year ended December 31,

Six months ended June 30,

2010 2011 2012 2013

(in millions THB)

Cash flows from operating activities Profit for the year 165.5 161.6 282.5 253.0 Profit for the year after adjustment 181.1 151.7 229.5 119.9 Net cash from (used in) operating activities 121.7 30.2 (12.6) (19.0) Net cash from (used in) investing activities 55.3 60.9 (213.6) 31.8 Net cash from (used in) Financing activities (181.0) (88.8) 226.2 0.3

Net increase (decrease) in cash and cash equivalent (4.0) 2.3 (0.1) 13.1 Cash and cash equivalent at 1 January 5.2 1.2 3.5 3.5 Effect of exchange rate changes on balances held in foreign currency - - (0.0) -

Cash and cash equivalent at ending period 1.2 3.5 3.5 16.5

47

Mega Lifesciences Public Company Limited and Subsidiaries Statement of Financial Position

Consolidated Financial Statements


2010 2011 2012 2013



Current assets Cash and cash equivalents 100.7 4.5% 330.0 10.2% 353.8 8.6% 331.2 6.8% Trade accounts receivable 929.0 41.8% 1,386.2 42.9% 1,176.6 28.5% 1,493.3 30.6% Other receivables 52.1 2.3% 99.2 3.1% 115.7 2.8% 188.5 3.9% Inventories 688.4 31.0% 904.2 28.0% 1,442.0 34.9% 1,619.3 33.2% Advances to suppliers and distributors 59.7 2.7% 112.6 3.5% 82.4 2.0% 73.7 1.5% Total current assets 1,830.0 82.4% 2,832.2 87.7% 3,170.4 76.7% 3,706.0 75.9%

Non-current assets Restricted deposits at financial institutions 17.6 0.8% 17.8 0.6% 17.6 0.4% 10.6 0.2% Property, plant and equipment 361.8 16.3% 368.5 11.4% 731.8 17.7% 853.2 17.5% Intangible assets 6.7 0.3% 5.7 0.2% 8.9 0.2% 20.8 0.4% Deferred tax assets2 - - - - - - 96.6 2.0% Prepayment for trademark - - - - 185.4 4.5% 185.4 3.8% Other non-current assets 4.7 0.2% 3.5 0.1% 21.1 0.5% 11.1 0.2% Total non-current assets 390.8 17.6% 395.5 12.3% 964.9 23.3% 1,177.7 24.1%

Total assets 2,220.7 100.0% 3,227.6 100.0% 4,135.3 100.0% 4,883.6 100.0%

Remarks: 1 Percentage of total assets

2 The Company has adopted a new accounting standard, namely TAS 12 Income Taxes, which requires the Company to record deferred tax in its 2013 financial statement for the first time. The historical consolidated financial statements for the years ended December 31, 2010, 2011 and 2012 have not been restated to reflect this change in new accounting standard.

48

Mega Lifesciences Public Company Limited and Subsidiaries Statement of Financial Position (Cont')



2010 2011 2012 2013



Current liabilities Bank overdrafts and short-term loans from financial institutions 509.2 23.3% 711.5 22.0% 771.2 18.6% 1,085.1 22.2%

Trade accounts payable 480.4 22.0% 787.1 24.4% 768.9 18.6% 896.2 18.4% Other payables 41.2 1.9% 67.5 2.1% 80.9 1.9% 164.3 3.4% Accrued dividend - - - - - - 33.3 0.7% Current portion of long-term loans from financial institutions 28.4 1.3% 20.3 0.6% 79.8 1.9% 123.5 2.5%

Current portion of finance lease liabilities 2.0 0.1% 1.2 0.0% 0.5 0.0% 0.3 0.0% Income tax payable 39.2 1.8% 69.8 2.2% 89.9 2.2% 50.3 1.0% Accrued expenses 186.9 8.6% 242.0 7.5% 300.3 7.3% 340.0 7.0% Total current liabilities 1,287.3 58.9% 1,899.5 58.8% 2,091.4 50.6% 2,693.2 55.1%

Non-current liabilities Long-term loans from financial institutions 24.7 1.1% 4.4 0.1% 346.5 8.4% 373.7 7.7% Finance lease liabilities 1.6 0.1% 0.5 0.0% 0.3 0.0% 0.5 0.0% Deferred tax liabilities2 - - - - - - 0.9 0.0% Employees benefits obligation 17.7 0.8% 64.9 2.0% 68.6 1.7% 74.2 1.5% Other non-current liabilities 4.3 0.2% 2.0 0.1% 2.2 0.1% 2.1 0.0% Total non-current liabilities 48.3 2.2% 71.9 2.2% 417.6 10.1% 451.4 9.2%

Total liabilities 1,335.7 61.1% 1,971.4 61.1% 2,509.0 60.7% 3,144.6 64.4% Remarks: 1 Percentage of total liabilities and shareholders’ equity

2 The Company has adopted a new accounting standard, namely TAS 12 Income Taxes, with effect from January 1, 2013. The historical consolidated financial statements for the years ended December 31, 2010, 2011 and 2012 have not been restated to reflect this change in accounting policy.

49

Mega Lifesciences Public Company Limited and Subsidiaries Statement of Financial Position (Cont')



2010 2011 2012 2013



Share capital Authorised share capital 67.1 3.0% 67.1 2.1% 67.1 1.6% 67.1 1.4% Issued and paid-up share capital 67.1 3.0% 67.1 2.1% 67.1 1.6% 67.1 1.4% Reserved share dividend - - - - - - 300.0 6.1% Retained earnings Appropriated Legal reserve 13.1 0.6% 13.1 0.4% 13.1 0.3% 13.1 0.3% Unappropriated 922.1 41.5% 1,249.0 38.7% 1,659.7 40.1% 1,511.3 30.9% Other components of equity (136.4) (6.1%) (95.5) (3.0%) (137.1) (3.3%) (172.9) (3.5%) Equity attributable to owners of the Company 865.9 39.0% 1,233.6 38.2% 1,602.9 38.8% 1, 718.5 35.2% Non-controlling interests 19.1 0.9% 22.6 0.7% 23.4 0.6% 20.5 0.4% Total shareholders’ equity2 885.1 39.9% 1,256.3 38.9% 1,626.2 39.3% 1,739.0 35.6%

Total liabilities and shareholders’ equity2 2,220.7 100.0% 3,227.6 100.0% 4,135.3 100.0% 4,883.6 100.0% Remarks: 1 Percentage of total liabilities and shareholders’ equity.

2 Prior to the IPO, the Company has paid interim dividend in the amount of Baht 565.6 million in accordance with the resolution of the Meeting of Board of Directors No. 7/2013 dated October 30, 2013 and interim dividend in the amount of Baht 47.8 million in accordance with the resolution of the Meeting of Board of Directors No. 5/2013 dated August 13, 2013, respectively (which is equivalent to a total amount of Baht 613.3 million). Such dividend payment will result in a decrease of shareholders’ equity of the Company as of June 30, 2013 in the total amount of Baht 613.3 million. The remaining amount will be equal to Baht 1,125.7 million. In this regard, the shareholder’s equity does not include the proceeds expected to be received from the sale of IPO shares.

50

Mega Lifesciences Public Company Limited and Subsidiaries Comprehensive Income Information

Consolidated Financial Statements Year ended December 31, Six months ended June 30,

2010 2011 2012 2012 2013 Amount % of total1 Amount % of total1 Amount % of total1 Amount % of total1 Amount % of total1


Revenue from sales of goods and rendering of services 4,158.7 100.0% 4,856.8 100.0% 5,964.8 100.0% 2,722.2 100.0% 3,293.5 100.0%

Cost of sales of goods and rendering of services (2,147.4) (51.6%) (2,548.0) (52.5%) (3,331.5) (55.9%) (1,495.7) (54.9%) (1,892.5) (57.5%)

Gross profit 2,011.3 48.4% 2,308.8 47.5% 2,633.3 44.1% 1,226.5 45.1% 1,401.0 42.5%

Other income 27.5 0.7% 37.3 0.8% 70.1 1.2% 22.0 0.8% 25.3 0.8%

Profit before selling and administrative expenses 2,038.8 49.0% 2,346.1 48.3% 2,703.4 45.3% 1,248.6 45.9% 1,426.3 43.3%

Selling expenses (820.4) (19.7%) (1,082.2) (22.3%) (1,179.7) (19.8%) (467.4) (17.2%) (639.0) (19.4%)

Administrative expenses (641.1) (15.4%) (673.6) (13.9%) (800.4) (13.4%) (408.1) (15.0%) (423. 0) (12.8%)

Profit before net foreign exchange loss 577.4 13.9% 590.4 12.2% 723.4 12.1% 373.1 13.7% 364.3 11.1%

Net foreign exchange loss (87.1) (2.1%) (1.8) (0.0) - - 0.0 0.0% - -

Profit before interest and tax 490.3 11.8% 588.6 12.1% 723.4 12.1% 373.1 13.7% 364.3 11.1%

Finance costs (27.9) (0.7%) (22.9) (0.5%) (25.1) (0.4%) (11.4) (0.4%) (15.0) (0.5%)

Profit before income tax expenses 462.3 11.1% 565.7 11.6% 698.3 11.7% 361.7 13.3% 349.4 10.6%

Income tax expenses (92.6) (2.2%) (107.4) (2.2%) (141.2) (2.4%) (57.3) (2.1%) (54.9) (1.7%)

Net profit for the year 369.8 8.9% 458.3 9.4% 557.1 9.3% 304.4 11.2% 294.5 8.9%

Net profit attributable to owners of the Company 368.0 8.8% 455.9 9.4% 555.6 9.3% 303.6 11.2% 293.7 8.9%

Non-controlling interests 1.8 0.1% 2.4 0.0% 1.5 0.0% 0.8 0.0% 0.8 0.0%

Remark: 1 Percentage of total revenue from sales of goods and rendering services

51

Mega Lifesciences Public Company Limited and Subsidiaries Statement of Cash Flows Information

Consolidated Financial Statements Year ended December 31,

Six months ended June 30,

2010 2011 2012 2013

(in millions THB)

Cash flows from operating activities Profit for the year 369.8 458.3 557.1 294.5 Profit for the year after adjustment 506.3 672.2 766.1 418.5 Net cash from (used in) operating activities 336.1 266.7 342.0 55.6 Net cash from (used in) investing activities (36.8) (76.9) (625.6) (210.3) Net cash from (used in) Financing activities (273.1) 39.5 303.6 131.2

Net increase (decrease) in cash and cash equivalent 26.2 229.2 20.1 (23.5) Cash and cash equivalent at 1 January 74.5 100.7 330.0 353.8 Effect of exchange rate changes on balances held in foreign currency - - 3.7 0.9

Cash and cash equivalent at ending period 100.7 330.0 353.8 331.2

Published by: Kasikorn Securities PCL.

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