Raimon Land pcl : Entries into Asset Acquisition and Connected Transactions

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(Translation)

25 January 2015 Re: Entries into Asset Acquisition and Connected Transactions

To: President

The Stock Exchange of Thailand

Attachment: Information Memorandum on Asset Acquisition and Connected Transactions

The Board of Directors' Meeting No. 01/2016 of Raimon Land Public Company Limited (Company) was held on 22 January 2015 resolved to approve the entries into assets acquisition and connected transactions as follows:

1. That the Company's investment in 100 percent of the total interest in RML CC5 LLC (RML CC5) by acquiring LLC interest from Jit Sun Assets Management (JSA) for the consideration of USD 10.87 million or equivalent to Baht 394,699,408 (calculated from the foreign exchange rate of the Bank of Thailand on 20 January 2016 at the rate of Baht 36.297 to USD 1), be approved, provided that the details of the transactions are set out in the attached information memorandum.

   
   

   The investment in RML CC5 by acquiring all LLC interest made by the Company above is considered as asset acquisition transaction of the Company under the Capital Market Supervisory Board No. Tor Jor. 20/2551 regarding Rules for Entering into Substantial Transactions within the Definition of an Acquisition or Disposal of Assets dated 31 August 2008 and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Compliance by Listed Companies relating to Acquisition or Disposal of Assets B.E. 2547 dated 29 October 2547 (Acquisition and Disposition Rules). According to the calculation of the size of the transaction (as per the criteria which was used to obtain the maximum value of the transaction), the size of the transaction equals to 9.49 percent of the Company's net tangible assets as at 30 September 2558, which is lower than 15 percent. As a result, the Company is not required to report nor disclose the information relating to the transaction nor obtain shareholders' approval.

   
   

   Such investment in RML CC5 is also considered as connected transaction of the Company under the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 regarding Connected Transactions Rules dated 31 August 2551 and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Compliance by Listed Companies relating to Connected Transactions B.E. 2546 dated 19 November 2546 (Connected Transaction Rules), due to the fact that the Company's major shareholder and director is the major shareholder of JSA and hold shares in JSA in aggregate of 100 percent of shares in JSA. According to the calculation of the transaction's size, the value of the transaction are greater than 3% of the Company's net tangible assets. Therefore, the Company is required to prepare the report and disclose the relevant information to the Stock Exchange of Thailand as per the Connected Transaction Rules as well as to obtain the shareholders' approval with votes of not less than three-fourth of the total votes of shareholders in attendance and eligible for voting, excluding the interested shareholders' votes.

   
   

   In addition, the Board of Directors' Meeting authorized Mr. Tan Chin Kwang Johnson or the authorized person of Mr. Tan Chin Kwang Johnson to negotiate and execute any documents

   and/or agreement relating to the investment in RML CC5 as well as to carry out any actions relating to the investment in order to implement such investment.

   
   

2. That the granting of the lease of the office building situated in Texas, USA (Building) which is owned by Citycenter 5 Partners LP (Citycenter 5), in which RML CC5 has its investment in the proportion of 51 percent of the total interest in Citycenter 5), for the period of 10 years to EMAS-AMC, INC (USA), which has the common major shareholders with the Company, with the rental rate of USD 27.50 per square foot per year or equivalent to Baht 998.2 per square foot per year (the total value throughout the lease period is USD 30,176,020 or equivalent to Baht 1,095,298,998), be approved, provided that the granting of such lease of the Building will be made after the Company makes its investment in RML CC5. The details of the transaction are set out in the attached information memorandum.

The granting of such lease of the Building to EMAS-AMC, INC (USA) is considered as connected transaction under the Connected Transaction Rules due to the fact that the Company's major shareholder and director is the major shareholder in. EMAS-AMC, INC (USA). According to the calculation of the combined size of this transaction and the investment in RML CC5 above, the value of transactions is greater than 3% of the Company's net tangible assets. As a result, the Company is required to report and disclose the relevant information to the Stock Exchange of Thailand as well as to obtain the shareholders' approval with votes of not less than three-fourths of the total votes of shareholders in attendance and eligible for voting, excluding the interested shareholders' votes.

The Company will propose the above transactions to the 2016 Annual General Meeting of Shareholders (2016 AGM) for further consideration and approval. The venue of the 2016 AGM will later be determined including the record date to determine the names of shareholders who can attend the 2016 AGM. In addition, the Company is in the process of appointment of an independent financial adviser to render its opinion on the appropriateness of the entry into these transactions to the Company's shareholders.

Please be informed accordingly.

Yours faithfully,

Raimon Land Public Company Limited

Ms. Nuch Kalyawongsa (Executive Director)

Information Memorandum Relating to Asset Acquisition and Connected Transactions of Raimon Land Public Company Limited

According to the Board of Directors' Meeting No. 01/2016 of Raimon Land Public Company Limited (Company) held on 22 January 2016, it has resolved to approve the Company's investment in 100 percent of the total interest in RML CC5 LLC (RML CC5) by acquiring LLC interest (Interest) from Jit Sun Assets Management (JSA), which has common major shareholders with the Company.

Citycenter 5 Partners LP (RML CC5 has its investment in Citycenter 5 Partners LP (Citycenter 5) in the proportion of 51 percent of the total interest of Citycenter 5) has granted the lease of the office building situated in Texas, USA (Building) to EMAS-AMC, INC (USA) (EMAS), which has common shareholder with the company that takes on the lease of the Building.

The investment in RML CC5 made by the Company above is considered as asset acquisition transaction of the Company under the Capital Market Supervisory Board No. Tor Jor. 20/2551 regarding Rules for Entering into Substantial Transactions within the Definition of an Acquisition or Disposal of Assets dated 31 August 2008 and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Compliance by Listed Companies relating to Acquisition or Disposal of Assets B.E. 2547 dated 29 October 2547 (Acquisition and Disposition Rules). According to the calculation of the size of the transaction (as per the criteria which was used to obtain the maximum value of the transaction), the size of the transaction equals to 9.49 percent of the Company's net tangible assets as at 30 September 2558. According to the calculation of the size of the transaction, it is lower than 15 percent. As a result, the Company is not required to report nor disclose the information relating to the transaction nor obtain shareholders' approval.

The Company's investment in RML CC5 and the granting of the lease of the Building to EMAS are considered as connected transactions under the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551 regarding Connected Transactions Rules dated 31 August 2551 and its amendments and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Compliance by Listed Companies relating to Connected Transactions B.E. 2546 dated 19 November 2546 (Connected Transaction Rules), due to the fact that the Company's major shareholder is the major shareholders of the company that will enter into the transactions with the Company. According to the calculation of the transaction's size, the value of the transactions is greater than 3% of the Company's net tangible assets.

The Company is required to disclose information memorandum of such transactions as follows:

The 1st Transaction Investment in RML CC5 LLC

1. Date Month Year of Transaction

   The Company will make its investment in RML CC5 LLC by acquiring LLC interest after the shareholders' meeting have approved the entry into this transaction. The date of the shareholders' meeting shall be determined and informed to shareholders at a later date. It is expected that the transaction will be completed within the second quarter of 2016.

2. Relevant Parties and Relationship with Listed Company

   Seller: Jit Sun Asset Management or JSA is registered and organized under Singapore law.

   Purchaser: Raimon Land Public Company Limited

   
   

   Relationship with Listed Company

   
   

   Mr. Lionel Lee is the Company's major shareholder and director and as at 29 June 2558, holds approximately 24.98 percent of the total issued shares in the Company and 100 percent of the total shares in JSA.

   
   

3. Nature of Transaction

The Company will make its investment in RML CC5 in the proportion of 100 percent by acquiring LLC interest in RML CC5 from JSA with the consideration of USD 10.87 million or equivalent to approximately Baht 394,699,408 (calculated from the currency exchange rate of the Bank of Thailand on 20 January 2016 at the rate of Baht 36.297 to USD 1).

However, the Company will enter into this transaction only after the shareholders' meeting of the Company grants its approval.

The Company's investment in RML CC5 is also considered as asset acquisition by the Company as per the Acquisition and Disposition Rules. According to the calculation of the size of transaction (as per the criteria which was used to obtain the maximum value of the transaction), it is lower than 15 percent of the Company's net tangible assets as at 30 September 2015. As a result, the Company is not required to report nor disclose the information relating to the transaction nor obtain shareholders' approval