Information Memorandum : LVT-W2

Document No. 7

Information Memorandum

Description, Condition and Major Characteristics of Warrants of L.V. technology Public Company Limited No. 2 (LVT-W2)

Note : 1 Trading unit = 100 warrants

Major Holders As of December 9, 2009

Exercise Right of Warrants

1. Notification Period for the Exercise of Warrant
   
   Notification for each exercise date (except for the final exercise date) The warrant holders who intend to exercise their rights to purchase the Company's ordinary shares shall give a notification of such intention at the head office of the Company within 5 business days prior to each exercise date from 9.00 a.m. to 4.00 p.m. The Company will inform the warrant holders regarding the notification period, the exercise ratio, and the exercise price through the information service of the SET at least 5 business days prior to each notification period.
   
   Notification for the final exercise date
   
   The warrant holders who intend to exercise their rights to purchase the Company's ordinary shares shall notify their intention to exercise their rights at the head office of the Company within 15 business days prior to the final exercise date of warrants from 9.00 a.m. to 4.00 p.m. For the final exercise date, the Company will send the registered mails to warrant holders whose names appear on the warrant register book which will be closed at least 21 days prior to the final exercise date. The Company will also inform the SET to suspended the transfer of warrants (SP sign is posted) during 21 business days prior to the final exercise date of warrants. The SET shall post SP sign to suspend the transfer of warrant 3 days prior to the close date of warrant register book.
   
   
2. Exercise Date of Warrant
   
   Exercise date of warrant (except the final exercise date) Warrant holders can exercise the right to purchase the Company's ordinary shares on the last business day of March, June, September, and December throughout the maturity of Warrant. The first exercise date shall be March 31, 2010.
   
   Final exercise date of warrant
   Warrant holders can exercise the right to purchase the Company's ordinary shares on the 2-year maturity date of warrant. If such date falls on the day on which the SET are closed for business, it shall be on the last business day prior to the 2-year maturity date of warrant. The final exercise date shall be December 9, 2011.

Exercise Procedures

1. Place to exercise warrants
   Khun Arunee Wijara or Khun Kamolthip Pajonpai
   L.V. Technology Public Company Limited
   KPN Tower, 23 Floor,
   719 Rama 9 Road, Bangkapi,
   Huaykwang, Bangkok 10310
   Telephone: 02-717-0835-40 Extention 510-511
   Fax: 02-717- 0855
   
   
2. Exercise Procedures
   
   The warrant holders who intend to exercise their rights to purchase the ordinary shares shall comply with the following conditions and procedures;
   
   (1) The warrant holders who intend to exercise the right must accurately complete and sign the notification form (in case of a juristic person, the notification form must be signed by the authorized person(s) of such juristic person) and submit such form together with warrant certificates and the following documents;
   
   - Thai individual: A certified true copy of the valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card. In case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified true copy of his/her house registration is also required, and in case of child, the parents' confirmation letter together with a certified true copy of the identification card of parents and a certified true copy of the house registration containing the child's name are required.
   - Foreign individual: A certified true copy of the alien certificate or passport.
   - Juristic Person Incorporated in Thailand: A copy of the affidavit issued by the Ministry of Commerce not more than 12 months prior to the exercise date, certified by the authorized person(s) of such juristic person and affixed with the seal of the juristic person (if any) together with a certified true copy of the identification card, alien certificate or passport (as the case may be) of such authorized person(s) of the juristic person.
   - Juristic Person Incorporated outside Thailand: Copies of the certificate of incorporation, memorandum of association, and affidavit, issued not more than 12 months prior to the exercise date, certified by the authorized person(s) of such juristic person and affixed with the seal of the juristic person (if any) together with a certified true copy of alien certificate or passport (as the case may be) of such authorized person(s) of the juristic.
   
   For scripless warrants, the warrant holders who intend to exercise the right to purchase the Company's ordinary shares have to submit a request form for warrant certificate withdrawal, temporary warrant certificate issuance, or for warrant certificate issuance as the SET require to the securities company acting as their brokers. The securities company shall request the TSD to withdraw the warrant certificate and use as evidence to purchase the Company's ordinary share as stated in the right to exercise warrants.
   
   (2) The warrant holders shall submit the completed application and comply with the conditions as prescribed in the notification period for the exercise of warrants.
   
   (3) The number of share purchased from the exercise right of warrant should be an integer number while 1 unit of warrant has the right to purchase 1 ordinary share of the Company except for the case of an adjustment of the exercise ratio.
   
   (4) Payment should be made in whole in the exercise amount as specified in the notification form. The payment can be made in form of cash, transfer, personal cheque, draft, or cashier cheque (Bank cheque). In case payment is made by cheque, draft or cashier cheque, such personal cheque, draft, or cashier cheque (Bank cheque) must be able to be cashed in Bangkok when called within 2 business days from each notification date.
   
   Cheque, draft, or cashier cheque (Bank cheque) must be crossed cheque payable to "L.V. technology Public Company Limited for Share Subscription", account number 076-1-46322-4, Krungthai Bank Plc., Rama 9 Soi 13 branch. Warrant holders shall also write their names, address, and telephone numbers on the back of Cheque, draft, or cashier cheque (Bank cheque). The exercise of warrant is complete upon the collection of payment to the Company.
   
   (5) Warrant holders shall responsible for duty stamp or other related tax. Warrant holders shall also comply with any regulations or other laws that govern the exercise the right of warrant for new ordinary share.
   
   (6) If the Company does not receive warrant certificates at the amount specified in the notification form or the Company does not receive the payment in an amount equal to the amount as specified in the notification form or the Company finds that information filled in the notification form is inaccurate or incomplete or the Company does not receive a proper amount of duty stamp required by laws, the Company will allow warrant holders to correct such error within each exercise date. Otherwise, the notification of intention to exercise the right of warrants shall be deemed to expire without exercise and the Company shall inform the warrant holders to collect the refund without any interest by themselves within 14 days from the exercise date. However, the warrant holders can re-submit the notification form on the next exercise date, except for the final exercise date on which the rights to exercise is expired and cannot be exercised later. If warrant holder does not pay the exercised amount or duty stamp in full, the Company shall reserve the right to proceed with one of the following alternatives as deemed appropriate:
   
   a. Deem that the notification of intention to exercise the right of warrant expires without exercise; or
   b. Deem that the number of shares subscribed is equal to the number of shares eligible in accordance with the actual payment the Company received given the prevailing exercise price; or
   c. Ask the warrant holder to pay the remaining balance by the amount he/she intends to exercise within such notification period. If the Company does not receive a payment within such period, it shall be deemed that the notification of intention to exercise the right of warrants expires without exercise.
   
   In case of (a) or (c) (for the case that warrant holder does not pay the remaining balance) occurs, the Company shall inform the warrant holders to collect the refund without any interest by themselves within 14 days from the exercise date. In case of (b), the Company shall notify the warrant holders regarding their exercised amount as deemed a partial exercise by sending the registered mail within 30 days from the date following each exercise date. However, the unexercised warrant certificate is valid until the final exercise date.
   
   (7) When the warrant holders has fully complied with the conditions as prescribed in the notification form by deliver all of the evidence representing the amount of warrants that they have allotted and the complete and accurate notification form together with a payment, the intention to exercise the right of warrants cannot be cancelled unless a written consent from the Company is obtained.
   
   (8) After the final exercise date, the unexercised warrants shall be expired and shall not be exercised further.
   
   (9) Upon each exercise date, the Company shall notify names of those warrant holders who exercise their right as the new shareholders to TSD who acts as the registrar of the Company and register such name with the Ministry of Commerce as the shareholders of the Company in the share register book in accordance with the number of shares calculated from the exercise right of warrants within 14 days from each exercise date.
   
   From the date that the notification of intention to exercise the right is completed to the date before names of warrant holders are recorded in the share register book, the rights of the exercising warrant holders shall be deemed as other warrant holders who do not notify the intention to exercise the warrants.
   
   The Company shall submit the application to list ordinary shares from the exercise of LVT-W2 to the SET within 30 days after related exercise date.

Adjustment of Exercise Price and Exercise Ratio

The Company will not extend the term nor adjust the exercise price and conversion ratio of LVT-W2, except for the case as stated in 1 (1)-(6). In such cases, the adjustment can be made throughout the terms of warrants which shall not reduce the warrant holder's benefits in case of the occurrence of the following events;

1. The Company changes the par value of its share as a result of a division or consolidation of its issued ordinary shares Company shall adjust the exercise price and exercise ratio which have been effective before the effective date of the changing in par value of the ordinary shares of the company on the date that the Company registers the change of par value of ordinary share with the Ministry of Commerce.
   
   (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ (Par1)/(Par0) ]
   
   (b) Exercise ratio shall be adjusted in accordance with the following formula;
   
   Ratio 1 = Ratio 0 x [ (Par0)/(Par1) ]
   where; Price 1 = New exercise price after the adjustment
   
   Price 0 = Exercise price before the adjustment
   Ratio 1 = New exercise ratio after the adjustment
   Ratio 0 = Exercise ratio before the adjustment
   Par 1 = New par value of ordinary share after the adjustment
   Par 0 = Par value of ordinary share before the adjustment
   
   
2. The Company offers new ordinary shares to existing shareholders and/or to the general public and/or to limited persons (a private placement) at an average price per share being lower than 90% of "the Market Price of the Ordinary Shares". The adjustment of the exercise price and the exercise ratio shall have immediate effect on the first day the subscriber of the ordinary shares has not obtained a right to subscribe for newly issued ordinary shares (the first day that the SET posts a "XR" sign) in the event that the offering is made to existing shareholders (a "rights issue") and/or the first day of the offering of ordinary shares to the general public and/or the first day that has been agreed to sell and purchase ordinary shares for offering to limited persons (a private placement) (as the case may be). "The Market Price of the Ordinary Shares" is equal to the "The Weighted Average Market Price of the Ordinary Shares". "The Weighted Average Market Price of the Ordinary Shares" is equivalent to the total value of the issued shares of the Company traded in SET divided by the total number of shares of the Company traded in SET in 5 (five) consecutive business days (having trading transaction) before the date used in the calculation. In case there is no trading transaction in 5 (five) consecutive business days for calculating "The Market Price if the Ordinary shares", the Company will calculate fair price instead. "The Calculation Date" means the first date that the subscriber of the ordinary shares has not obtained a right to subscribe for the newly issued ordinary shares and/or the first date that the Company offers the ordinary shares to the general public and/or the first date that the Company offers the ordinary shares to limited persons and/or the first day that the Company agree to sell ordinary shares to limited persons, as the case may be.
   
   (a) Exercise price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [ ( (A1 x MP)+B1X)/(MP x (A1+B1) ) ]
   
   (b) Exercise ratio shall be adjusted in accordance with the following formula;
   Ratio 1 = Ratio 0 x [ ( MP x (A1+B1) )/( (A1+MP)+B1X ) ]
   where; Price 1 = New exercise price after the adjustment
   
   Price 0 = Exercise price before the adjustment
   Ratio 1 = New exercise ratio after the adjustment
   Ratio 0 = Exercise ratio before the adjustment
   MP = "The Market Price of Ordinary Share" as specified in 1 (2)
   A1 = Numbers of paid up ordinary shares as at the date prior to the close date of share register book for the right to subscribe new ordinary shares and/or the first date of public offering of new ordinary shares and/or the first day the Company agree to sell ordinary shares to limited persons
   B1 = Total number of new ordinary shares offered to existing shareholders and/or public and/or limited persons
   B1X = Net proceeds from the offering of new ordinary shares to existing shareholders and/or public and/or limited persons
   
   
3. The Company offers any newly issued securities to existing shareholders and/or the general public and/or limited persons (a private placement), where such securities are convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (i.e. convertible debentures or warrants to purchase ordinary shares), with the average price per share of such newly issued ordinary shares reserved for such securities being lower than 90% of "the Market Price of the Ordinary Shares". The adjustment of the exercise price and the exercise ratio shall have immediate effect on the first date the ordinary shareholders have not obtained a right to subscribe for such securities convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (the first day the SET posts "XR" sign) in case of an offering to existing shareholders ("Right Issue") and/or the first offering date of newly issued securities convertible/changeable into ordinary shares or which provide a right to subscribe ordinary shares to the general public and/or to limited persons (a private placement) (as the case may be). The average price per share of newly issued ordinary shares reserved for those securities can be calculated from the net proceeds from the offering of such securities plus the money received from exercise of the rights to purchase ordinary shares (assume all securities are exercised) then divided by the total number of newly issued shares for reserved for the exercise of such securities.
   
   (a) Exercise price shall be adjusted in accordance with the following formula;
   Price 1 = Price 0 x [ ( (A2 x MP)+B2X)/(MP x (A2+B2) ) ]
   
   (b) Exercise ratio shall be adjusted in accordance with the following formula;
   Ratio 1 = Ratio 0 x [ (MP x (A2+B2) )/( (A2 x MP)+B2X) ]
   where; Price 1 = New exercise price after the adjustment
   Price 0 = Exercise price before the adjustment
   Ratio 1 = New exercise ratio after the adjustment
   Ratio 0 = Exercise ratio before the adjustment
   MP = "The Market Price of Ordinary Share" as specified in 1 (2)
   A2 = Numbers of paid up ordinary shares as at the date prior to the close date of share register book for the right to subscribe securities convertible/changeable to ordinary shares of the Company or the first date of public offering of securities convertible/changeable to ordinary shares of the Company and/or the first day the Company agree to sell securities convertible/changeable to ordinary shares of the Company to limited persons
   B2 = Total number of new ordinary shares reserved for the exercise of convertible/changeable securities
   B2X = Net proceeds from the offering of securities convertible/changeable to ordinary shares of the Company to existing shareholders and/or public and/or limited persons plus proceeds from the exercise of such securities
   
   
4. The Company makes a stock dividend payment (all or partial) to shareholders of the Company. The adjustment of the exercise price and the exercise ratio shall have immediate effect on the first date the subscribers do not have a right to such dividend (i.e. the first date that the SET posts a "XD" sign).
   
   (a) Exercise price shall be adjusted in accordance with the following formula;
   Price 1 = Price 0 x [ (A3)/(A3+B3) ]
   
   (b) Exercise ratio shall be adjusted in accordance with the following formula;
   Ratio 1 = Ratio 0 x [ (A3+B3)/(A3) ]
   
   where; Price 1 = New exercise price after the adjustment
   Price 0 = Exercise price before the adjustment
   Ratio 1 = New exercise ratio after the adjustment
   Ratio 0 = Exercise ratio before the adjustment
   A3 = Numbers of paid up ordinary shares as at the date prior to the close date of share register book for the right to receive stock dividend
   B3 = Total number of new ordinary shares reserved for the stock dividend
   
   
5. The Company pays in cash dividends more than 70% of its net profit after tax deduction for the operation of any accounting year during the term of the LVT-W2. The percentage of the cash dividend paid to the shareholders shall be calculated from the actual cash dividend paid of each accounting year divided by the net profits after tax deduction from the same accounting year.
   
   (a) Exercise price shall be adjusted in accordance with to the following formula;
   Price 1 = Price 0 x [ (MP-(D-R) )/(MP) ]
   
   (b) Exercise ratio shall be adjusted in accordance with to the following formula;
   Ratio 1 = Ratio 0 x [ (MP)/( MP-(D-R) ) ]
   
   where; Price 1 = New exercise price after the adjustment
   Price 0 = Exercise price before the adjustment
   Ratio 1 = New exercise ratio after the adjustment
   Ratio 0 = Exercise price before the adjustment
   MP = "The Market Price of Ordinary Share" as specified in 1 (2)
   D = Actual dividend paid per share
   R = Dividend per share calculated by assuming the Company pays 70% of the net profit after tax
   
   
6. Upon the occurrence of any event which causes the warrant holders to lose their rights and benefits and such event is not prescribed in (1)) to (5) above or in the event that market price per share of the Company's ordinary share is undetermined as ordinary shares are not traded in the stock market. The Company will consider adjusting to fix the new exercise price and/or the new exercise ratio of warrants to ensure that the rights of the Warrant holders are no less favorable. The consideration will be final and the Company will inform the SET within 15 days from the date the Company has final consideration (or within 15 days from the occurrence of event which causes the adjustment of exercise price and/or exercise ratio.)

New Common Stock Issuance

1. In case the warrant holders would like the Company to issue a share certificate identified the warrant holders' name, TSD will deliver a share certificate according to the entitle amount that the warrant holders exercise their right by registered mail to the warrant holders at the address as specified in the notification form within 15 business days from each exercise date. In this case, the warrant holders who exercise the right cannot immediately sell the ordinary shares in the SET until the receipt of those share certificates which may be received after the approved trading date of shares.
   
   
2. In case the warrant holders would like the Company to deposit the newly issued ordinary shares into the security trading account which the warrant holders have opened with the securities company, TSD will deposit shares in the name of "Thailand Securities Depository Company Limited for Depositors" for the allotted shares and TSD will record the number of shares in the account of such securities company and such securities company will record the number of shares deposited by the warrant holders. The securities company will issue the evidence of deposit of the allotted warrant holders within 7 business days from each exercise date. In this case, the warrant holders can immediately sell the ordinary share in the SET upon the approved trading date of shares.
   
   The warrant holders who choose alternative 2, the name of securities trading account must be the same as the warrant holders. Otherwise, the Company will issue a share certificate identified the warrant holders' name as pursuant to alternative 1 instead.
   
   
3. In case the warrant holder would like the Company to deposit the newly issued ordinary shares with TSD under the Company account number 600, TSD will deposit shares in the name of "Thailand Securities Depository Company Limited for Depositors" for the allotted shares and TSD will record the number of shares under the issuer account number 600 and issue a deposit slip to the warrant holders within 7 business days from each exercise date. If the warrant holders would like to sell the ordinary shares, the warrant holders have to contact the securities company acting as their broker to withdraw the ordinary shares from issuer account number 600 and deposit them into the security trading account. In this case, the warrant holders will be subject to a fee specified by TSD and the warrant holders can sell the ordinary share in the SET after share withdrawal from account number 600.

In case that the company is unable to provide shares for the exercise of warrants

1. Compensation to the warrant holders
   
   In the event that the Company is unable to sufficiently provide new ordinary shares for the exercise of warrants, the Company will compensate only to the warrant holders who submit their intention to exercise their rights in such notification period and follow the prescribe procedures except in the case that specified in the transferring restriction. The Company shall close the warrant register book within 30 days from the exercise date that the Company is unable to provide sufficient ordinary shares for the purpose of warrant holders name list. In this case, the closing of warrant register book shall not affect the trading price of warrants.
   
   
2. Payment to the warrant holders
   
   The compensation that the Company agrees to compensate to the warrant holders pursuant to the above clause shall be made through the crossed cheque sent by registered mail to the warrant holders at the address specified in notification form within 30 days from each exercise date without interest. If the Company cannot return the money to those warrant holders within the specified period, the Company shall pay the interest of 7.5% per year calculated from the subscribed amount of warrants that cannot exercised counted from the day beyond the 30-day period until the day warrant holders receive the money. However, if the Company has sent the crossed cheque by registered mail to the warrant holders at the address as specified in notification form, it shall be deemed that the Company compensates to the warrant holders and the warrant holders don't have the right to call for any compensation.
   
   
3. Calculation of the compensation
   
   The compensation to the warrant holders shall be calculated according to the following formula;
   Compensation per 1 unit of exercise right of warrant = B * [MP - Price]
   
   Where; B = Number of ordinary share which cannot sufficiently allotted according to 1 unit increased in the exercise right of warrant
   MP = "The Market Price of Ordinary Share" as specified in no. 1 (2) of section "Adjustment of Exercise Price and Exercise Ratio"
   Price = Exercise price of Baht 3 per share or the exercise price according to the adjustment of exercise price

Transferring Restriction

None, except in case of such warrant transferred in the closing date of warrants register book. The Company may close the warrants register book in the following condition;

1. For the final exercise date, the Company will close the warrants register book within 21 days prior to the final exercise date.
2. In case that the Company cannot sufficiently issued the ordinary shares for the exercise of warrant

If such date falls on the day on which the SET is closed for business, it shall be postponed to the next business day.

The Company has a transferring restriction imposed on the new ordinary shares in case warrant holders who exercise warrants are foreigner as follow:

1. The article of association of the Company stated that "there is no limitation on transference of the Company's shares except the transferring of such shares causes the foreign holding of shares to exceed 49 % of the company's registered capital". The Company shall preserve the right to reject any share transfer that will cause the foreign shareholding exceed such ratio.
   
   The Company shall reserve the right to change the article of association regarding the share transfer after the issue of LVT-W2. Such change shall be effective from the date that the amended article of association is registered with the Ministry of Commerce.
   
   
2. The Company shall not issue new ordinary shares to foreign warrant holders if such issue causes foreign shareholding to exceed ratio stated in the Company's article of association.
   
   
3. If the aforementioned transferring restriction causes the foreign holder of LVT-W2 who exercise the right to purchase ordinary shares unable to exercise warrant as specified in the notification form either partially or in whole, the Company shall allow the exercise of right to purchase ordinary shares of the Company only for the amount that comply with the transferring restriction. For the amount of warrant that cannot be used due to transferring restriction, LVT-W2 holder may choose either of the following:
   
   (1) Request the Company to return LVT-W2 certificate and payment with no interest for the amount of warrants that cannot exercise to warrant holder via registered mail within 14 days from the exercise date.
   
   (2) Request the Company to hold notification form, LVT-W2 certificate or substitute, and payment for the amount of LVT-W2 that foreign warrant holder cannot exercise in order so that the Company shall be able to allow the exercise of right to purchase ordinary shares for such amount of LVT-W2 when the exercise of warrant comply with the transferring restriction.
   
   
4. The Company shall allow the exercise of LVT-W2 for the amount of warrant that cannot be exercised according to No. 3 (2) in the earliest exercise period that such exercise comply with the transferring restriction. However, if the amount of LVT-W2 to be exercised in an exercise period exceeds the amount allow to be exercised according to the transferring restriction re: foreign limit, the Company shall allow the exercise of LVT-W2 of foreign warrant holders in the order of complete notification that the Company received.
   
   
5. In case that LVT-W2 holder cannot exercise their right to purchase ordinary shares of the Company due to the transferring restriction, such warrant holder shall have no right to claim from the Company and the Company shall pay no penalty in any case.
   
   If LVT-W2 holder notifies the Company according to No. 3.2 and at the last exercise period such warrant holder is unable to exercise the right to purchase ordinary shares of the Company due to the foreign limit, such LVT-W2 is deem expire. Foreign warrant holder shall have to right to claim from the Company and the Company shall pay no penalty in any case.

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