Certain securities offerings are exempted from the Thailand Approval Requirement – Private Placement Disclaimer

Unless qualified for an exemption, an offer of securities in Thailand must be approved by the Office of the Thai Securities Exchange Commission (SEC) (the Approval Requirement) and the registration statement and draft prospectus must be filed with the SEC and have become effective (the Filing Requirement).

However certain securities offerings are exempted from the Approval Requirement and/or the Filing Requirement. The criteria for such exemption vary depending on the type of securities. The following are the list of criteria for such exemptions for each type of securities.

1. Shares

The criteria which entitle the issuer to be exempted from, or not subject to, the Approval Requirement and exempted from the Filing Requirement in respect of a shares offering are:

(a) an offer to up to 50 offerees (who are non institutional investors) in any 12-month period;

(b) an offer with a total value of not more than Baht 20 million in any 12-month period;

(c) an offer to “institutional investors”3;

Disclaimer

Prior to making a decision to invest, investors should exercise their own judgment to consider detailed information relating to the offeror and the conditions of the securities, including the suitability for investment and the relevant risk exposure. The effectiveness of this registration statement and draft prospectus does not represent that the Securities and Exchange Commission or the Office of the Securities and Exchange Commission has suggested investment in the offered securities nor shall they assure the value of returns on the offered securities nor shall they certify the accuracy and completeness of information contained in this registration statement and draft prospectus. The liability for certification of the accuracy and completeness of information contained in this registration statement and draft prospectus is vested in the offeror.

Should any information in the registration statement and draft prospectus contain any false statement or omission of any material information which should be disclosed, the subscribers, who purchased the securities and (in case of shares and warrants) still own the securities within one year from the effective date of this registration statement and draft prospectus, shall be entitled to claim damages from the offeror pursuant to Section 82 of the Securities and Exchange Act B.E. 2535 (1992) within one year after the subscribers have learned or should have learned of such false statement or omission of material information, but not exceeding two years from the effective date of registration statement and draft prospectus.

Institutional Investor Warrents
I/We represent warrant and agree that I/We am/are an institutional investor under the relevant regulations of the Thai Securities and Exchange Commission.