COMPANY BACKGROUND AND BUSINESS OVERVIEW

COMPANY BACKGROUND

Evolution Capital Public Company Limited was founded in 1999 as a
digital communications business for internet and mobile phone users. The
Company set up www.siam2you.com to deliver information to internet users
and to capitalise on the number of visitors by selling space on the site
to advertisers. The Company also set up wap.siam2you.com, a WAP
(Wireless Application Protocol) site designed to deliver information to
mobile phone handsets.

In 2001, the Company foresaw the opportunity that arose from the growth
of mobile phone utilisation in Thailand and expanded its business to
include wireless Value Added Services (VAS), namely the selling of
various types of multimedia content (images, audio clips/ring tones,
video clips, etc.) to mobile phone users. Additionally, the Company
provided consultancy and development services (termed Interactive
Solutions) to both governmental and private organisations in order to
create additional channels through which each client can communicate to
their respective customer bases using a combination of internet and
wireless technologies and well thought out marketing campaigns.

In 2007, the Company changed its shareholding structure, its
organisational structure, and its financial structure and began its
expansion into property-related businesses such as development and
advisory services. It also began capitalising on synergies between the
existing digital media platform and the Company’s new business areas.

History and Company Highlights

+--------------+-------------------------------------------------------+
| July 1999    | The Company was founded as Siam2you Company Limited   |
|              | with THB 2 million registered capital, fully paid-up  |
|              | with a par value of THB 10 each.                      |
+--------------+-------------------------------------------------------+
| October 1999 | The digital media business began with the launch of   |
|              | the www.siam2you.com website, which offered news and  |
|              | information aggregation services to internet users.   |
|              | Once the company had built up its user base, it       |
|              | started generating revenue by selling advertising     |
|              | space on its website to organisations that sought     |
|              | internet users.                                       |
+--------------+-------------------------------------------------------+
| September    | The mobile wap.siam2you.com site was launched in      |
| 2000         | order to create a communication channel that reaches  |
|              | mobile phone users.                                   |
+--------------+-------------------------------------------------------+
| October 2001 | The Company coordinated with Advance Info Service     |
|              | Public Company Limited (AIS) to launch wireless Value |
|              | Added Services to AIS users. A revenue sharing        |
|              | agreement for wireless Value Added Services for users |
|              | of AIS was signed on October 16, 2001.                |
|              |                                                       |
|              | Launched consultancy services and the development of  |
|              | integrated internet/wireless communications           |
|              | (Interactive Solutions) to both governmental and      |
|              | private organisations.                                |
+--------------+-------------------------------------------------------+
| May 2002     | The Company coordinated with Total Access             |
|              | Communication Public Company Limited (DTAC) to launch |
|              | wireless Value Added Services to TAC users. A revenue |
|              | sharing agreement for wireless Value Added Services   |
|              | for users of TAC was signed on May 31, 2002.          |
+--------------+-------------------------------------------------------+
| September    | Out of 482 websites nominated nationwide, Siam2you’s  |
| 2002         | website won the Community Web Award for Best Portal   |
|              | Website from the Nation Multimedia Group Public       |
|              | Company Limited.                                      |
+--------------+-------------------------------------------------------+
| January 2003 | The Company coordinated with TA Orange Company        |
|              | Limited (now TrueMove) to launch wireless Value Added |
|              | Services to Orange users. The Company signed another  |
|              | revenue sharing agreement with Orange on January 15,  |
|              | 2003.                                                 |
+--------------+-------------------------------------------------------+
| December     | Siam2you registered to become a Public Company        |
| 2003         | Limited on December 22, 2003.                         |
+--------------+-------------------------------------------------------+
| April 2005   | The Company offered 10,232,800 new ordinary shares at |
|              | a par value of THB 1 each with an offering price of   |
|              | THB 7 each to the public. Following the sales of      |
|              | shares, the total registered and paid-up capital      |
|              | became THB 40,931,510.                                |
+--------------+-------------------------------------------------------+
| May 2005     |   The SET granted a listing of ordinary shares of the |
|              |   Company on May 4, 2005 on the Market for            |
|              |   Alternative Investment.                             |
+--------------+-------------------------------------------------------+
| April 2007   |   The Company's major shareholders, consisting of Mr. |
|              |   Suparat Sribhadung, Miss Mai Thi Quynh Hoa, and Mr. |
|              |   Niklas Johan Assar Stalberg, sold their stake to    |
|              |   Nezu Capital Limited and Kudu Company Limited,      |
|              |   resulting in new appointments to the Board of       |
|              |   Directors and at the management level.              |
+--------------+-------------------------------------------------------+
| July 2007    |   The Extraordinary General Meeting of Shareholders   |
|              |   No. 1/2007 was held on July 23, 2007 and it was     |
|              |   resolved that the Company issue and offer           |
|              |   368,383,590 new ordinary shares at a par value of   |
|              |   THB 1each to existing shareholders at a ratio of 9  |
|              |   new shares with an offering price of THB 1 each for |
|              |   every old share held.                               |
+--------------+-------------------------------------------------------+
| August 2007  | The existing shareholders of the Company purchased    |
|              | 350,434,608 newly issued shares from the total        |
|              | offering of 368,383,590 ordinary shares at a par      |
|              | value of THB 1, resulting in an increase in the       |
|              | Company’s paid-up capital to THB 391,366,118.         |
|              |                                                       |
|              | Monster Media Company Limited was incorporated with a |
|              | registered capital of THB 30 million, with 299,993    |
|              | shares held by the Company accounting for 99.99       |
|              | percent of the paid-up capital - an investment of THB |
|              | 30 million.                                           |
|              |                                                       |
|              | Ordinary shares of Fena Park Company Limited were     |
|              | purchased from former shareholders amounting to       |
|              | 1,950,000 shares or accounting for 22.94 percent of   |
|              | the total paid-up capital - an investment of THB      |
|              | 19.50 million.                                        |
|              |                                                       |
|              | Ordinary shares of Casa Fico Company Limited were     |
|              | purchased from former shareholders amounting to       |
|              | 4,550,000 shares or accounting for 31.38 percent of   |
|              | the total paid-up capital - an investment of THB      |
|              | 45.50 million.                                        |
+--------------+-------------------------------------------------------+
| September    | Purchased 350,000 newly issued ordinary shares of     |
| 2007         | Fena Park at par value - an investment of THB 3.50    |
|              | million Thus the proportion of shares held increased  |
|              | to 25.00 percent of the total paid-up capital of THB  |
|              | 92 million.                                           |
|              |                                                       |
|              | Purchased 2,000,000 newly issued ordinary shares of   |
|              | Casa Fico at par value, an investment of THB 20.00    |
|              | million. Thus, the proportion of shares held          |
|              | increased to 35.41percent of the total paid-up        |
|              | capital of THB 185 million.                           |
|              |                                                       |
|              | Sold all Plus Four Six Company Limited’s ordinary     |
|              | shares held by the Company for THB 10 million.        |
+--------------+-------------------------------------------------------+
| October 2007 | Evolution Advisors Company Limited was incorporated   |
|              | with a registered capital of THB 1 million, with      |
|              | 9,993 shares held by the Company accounting for 99.93 |
|              | percent of the total paid-up capital, an investment   |
|              | of THB 1 million.                                     |
+--------------+-------------------------------------------------------+
| December     | The Board of Directors Meeting of the Company No.     |
| 2007         | 14/2007 held on December 14, 2007 approved the        |
|              | reduction of the Company’s registered capital from    |
|              | THB 409,315,100 to THB 391,366,118, divided into      |
|              | 391,366,118 ordinary shares with a par value of THB 1 |
|              | by cancelling 17,948,982 shares with a par value of   |
|              | THB 1 per share (these cancelled shares had remained  |
|              | unissued from the previous rights issue approved by   |
|              | the Extraordinary General Meeting of Shareholders No. |
|              | 1/2007) and the increase of the registered capital by |
|              | THB 130,000,000 from the existing registered capital  |
|              | of THB 391,366,118 to THB 521,366,118 divided into    |
|              | 521,366,118 ordinary shares with a par value of THB 1 |
|              | each. The Extraordinary General Meeting of            |
|              | Shareholders No. 1/2008 was set for January 26, 2008  |
|              | to consider and approve these transactions.           |
|              |                                                       |
|              | In addition, the Board of Directors Meeting also      |
|              | approved the establishment of a new subsidiary        |
|              | company, Titan Project Management Company Limited,    |
|              | tentatively for the first week of January 2008, with  |
|              | an initial registered capital of THB 1 million,       |
|              | whereby the Company is to hold 9,993 shares with a    |
|              | par value of THB 100 each, accounting for 99.93       |
|              | percent of the total registered capital - an          |
|              | investment of THB 1 million.                          |
+--------------+-------------------------------------------------------+
| January 2008 | The Board of Directors Meeting of the Company No.     |
|              | 1/2008 held on January 17, 2008, approved the further |
|              | investment of THB 50,000,000 by way of capital        |
|              | increase in Casa Fico Company Limited and the         |
|              | incorporation of a subsidiary company, Tierra POD     |
|              | Company Limited. Tierra POD is a joint venture        |
|              | company between the Company and Tierra Design Pte.    |
|              | and has a registered capital of THB 4 million, with   |
|              | 51 percent of the share capital held by the Company.  |
|              |                                                       |
|              | The Extraordinary General Meeting of Shareholders No. |
|              | 1/2008 held on 26 January 2008 approved the reduction |
|              | of the Company’s registered capital from THB          |
|              | 409,315,100 to THB 391,366,118 and the increase of    |
|              | the registered capital by THB 130,000,000 from the    |
|              | existing registered capital of THB 391,366,118 to be  |
|              | THB 521,366,118 by issuing 130,000,000 new ordinary   |
|              | shares at a par value of THB 1 per share.             |
|              |                                                       |
|              | In addition, the shareholders authorised the Board of |
|              | Directors to allot new shares and determine the       |
|              | offering period, conditions, and other terms and      |
|              | details related to the allotment of such new ordinary |
|              | shares to specified investors and/or institutional    |
|              | investors in one or more tranches from time to time   |
|              | by way of private placement in accordance with the    |
|              | SEC’s notification, at the offering price of THB 2.10 |
|              | per share.                                            |
+--------------+-------------------------------------------------------+
| February     | The Board of Directors held on 28 February 2008       |
| 2008         | approved the amendment of Evolution Advisors Company  |
|              | Limited, a subsidiary of the Company, to Evolution    |
|              | Land Company Limited and a further investment of THB  |
|              | 144,000,000 by way of capital increase, whereby       |
|              | Evolution Land took on the transfer of all shares     |
|              | owned by the Company in Casa Fico Company Limited and |
|              | Fena Park Company Limited.                            |
|              |                                                       |
|              | On 29 February 2008, the Board of Directors meeting   |
|              | approved the establishment of a new subsidiary        |
|              | company, THP Advisors Limited with a registered       |
|              | capital of US$ 50,000. The initial paid-up capital is |
|              | US$ 100,000. The Company subscribed 1,000 shares at   |
|              | US$ 100 per share. The remaining 49,000 shares remain |
|              | unissued.                                             |
+--------------+-------------------------------------------------------+
| March 2008   | The Board of Directors meeting no. 4/2008 held on 21  |
|              | March 2008 resolved the allotment of 130,000,000 new  |
|              | ordinary shares to MGP Hazel No. 1 (Mauritius)        |
|              | Limited, an Investment Holdings Company registered in |
|              | Mauritius, which is an entity advised by MGPA on      |
|              | behalf of one of its Asian funds.                     |
|              |                                                       |
|              | The Company also invested an additional THB           |
|              | 80,000,000 in Evolution Land Company Limited. The     |
|              | registered capital of Evolution Land increased to THB |
|              | 225,000,000.                                          |
|              |                                                       |
|              | The acquisition of 99.99 percent of Addax Development |
|              | Co., Ltd. was also approved at a total price of THB   |
|              | 10,000,000. Addax Development is the owner of 14 Rai  |
|              | 2 Ngan 47 Square Wah, freehold land in Chonburi       |
|              | Province, on which the condominium project “The Lakes |
|              | at Phoenix” comprising of 118 units is being          |
|              | developed.                                            |
+--------------+-------------------------------------------------------+
| April 2008   | The 2008 Annual General Meeting of Shareholders       |
|              | passed the resolutions to change the Company’s name   |
|              | to “Evolution Capital Public Company Limited”, with   |
|              | “E” as the symbol of its securities.                  |
|              |                                                       |
|              | Titan Project Management increased its registered     |
|              | capital further to THB 10,000,000 and the Company     |
|              | fully subscribed to the newly paid-up shares.         |
|              |                                                       |
|              | The Company opened a new branch office on Koh Samui,  |
|              | Surathani Province.                                   |
+--------------+-------------------------------------------------------+
| June 2008    | Spire Properties Company Limited, an associate        |
|              | company, was established with a registered capital of |
|              | THB 10,000,000; the Company became a 46 per cent      |
|              | shareholder.                                          |
|              |                                                       |
|              | Evolution Holdings Limited was incorporated in        |
|              | Mauritius as a subsidiary company with a registered   |
|              | capital of US$ 125,000 and 100 percent of the shares  |
|              | are held by the Company.                              |
|              |                                                       |
|              | For purposes of the Company’s restructuring, the      |
|              | transfer of 100 percent of the Company’s shares in    |
|              | THP Advisors Limited to Evolution Holdings Limited    |
|              | was approved.                                         |
+--------------+-------------------------------------------------------+
| September    | On 11 September 2008, the Board of Directors approved |
| 2008         | the establishment of a new subsidiary company, Kor    |
|              | Asia Company Limited. The Company will hold 51        |
|              | percent of the registered capital of THB 10,000,000.  |
|              |                                                       |
|              | Two associate companies, Andaman Beach Residences     |
|              | Company Limited and Phang Nga Hotel Company Limited,  |
|              | were incorporated to support the Company’s property   |
|              | development plan. The Company holds 46 percent of the |
|              | THB 10,000,000 registered capital of each associate   |
|              | company.                                              |
+--------------+-------------------------------------------------------+
| November     | The Company made a further investment of THB          |
| 2008         | 1,000,000 in Titan Project Management Company         |
|              | Limited, thereby increasing Titan Project             |
|              | Management’s capital to THB 11,000,000.               |
+--------------+-------------------------------------------------------+
| December     | On 12 December 2008, a subsidiary company, Evolution  |
| 2008         | Land Co., Ltd., acquired 562,500 ordinary shares of   |
|              | Casa Fico Co., Ltd. totaling Baht 5.62 million. This  |
|              | resulted in an increase in the subsidiary’s           |
|              | shareholding stake in this associate from 40.53% to   |
|              | 42.50%.                                               |
|              |                                                       |
|              | Evolution Land Co. Ltd. also acquired 1,550,000       |
|              | ordinary shares of Fena Park Co., Ltd. totaling Baht  |
|              | 15.50 million. This resulted in an increase in the    |
|              | subsidiary’s shareholding stake in this associate     |
|              | from 27% to 42.50%.                                   |
+--------------+-------------------------------------------------------+
| February     | The Board of Directors meeting held on 25 February    |
| 2009         | 2009 approved the dissolution of Titan Project        |
|              | Management Co., Ltd., a Company subsidiary and Spire  |
|              | Properties Co., Ltd., an associated company. Monster  |
|              | Media Co., Ltd. decreased its registered capital from |
|              | THB 30,000,000 to THB 10,000,000 for the purpose of   |
|              | corporate restructuring.                              |
+--------------+-------------------------------------------------------+
| May 2009     | The Board of Directors meeting held on 14 May 2009    |
|              | approved the dissolution of Tierra POD Co., Ltd., a   |
|              | Company subsidiary.                                   |
+--------------+-------------------------------------------------------+
| August 2009  | The Board of Directors meeting held on 7 August 2009  |
|              | approved the establishment of two new joint venture   |
|              | companies, Red Planet Hotels Co., Ltd and EKT         |
|              | Advisors Limited. The Company holds 51 percent of the |
|              | registered capital of THB 1 million of Red Planet     |
|              | Hotels Co., Ltd. Evolution Advisors Limited, a        |
|              | subsidiary of the Company, holds 50 percent of the    |
|              | share capital of EKT Advisors Limited, incorporated   |
|              | in the Cayman Islands.                                |
|              |                                                       |
|              | Two new associate companies, Yamu Villas Co., Ltd.    |
|              | and Yamu (Thailand) Co., Ltd. were incorporated to    |
|              | support the Company’s property development plan.      |
|              | Evolution Land Co., Ltd., the Company’s subsidiary,   |
|              | holds 47.5 percent of the THB 10 million registered   |
|              | capital of each associate company.                    |
|              |                                                       |
|              | On 7 August 2009, Andaman Beach Residences Co., Ltd.  |
|              | and Phang Nga Hotel Co., Ltd., associate companies,   |
|              | signed the Management Agreement with Ritz-Carlton for |
|              | the Hotel and Residential Project in Phang Nga        |
|              | Province.                                             |
|              |                                                       |
|              | Casa Fico Co., Ltd. and Fena Park Co., Ltd, the       |
|              | Company’s associates, signed a Management Agreement   |
|              | with the Marriott Group for its Hotel and Residential |
|              | Project in Koh Samui.                                 |
+--------------+-------------------------------------------------------+
| October 2009 | The Extraordinary General Meeting of Shareholders No. |
|              | 1/2009 held on 16 October 2009 approved the increase  |
|              | of registered capital by THB 172,633,882 from the     |
|              | existing registered capital of THB 521,366,118 to be  |
|              | THB 694,000,000 by issuing 172,633,882 new ordinary   |
|              | shares at a par value of THB 1.00 per share.          |
|              |                                                       |
|              | The Company’s shareholders authorised the Board of    |
|              | Directors to allot new shares and determine the       |
|              | Offering period, conditions, and other terms and      |
|              | details related to the allotment of such new ordinary |
|              | shares to specified investors and/or institutional    |
|              | investors in one or more tranches from time to time   |
|              | by way of private placement in accordance with the    |
|              | SEC’s notifications.                                  |
+--------------+-------------------------------------------------------+
| December     | EKT Advisors Limited, a joint venture company, signed |
| 2009         | the Franchise Agreement with Tune Hotels.com to       |
|              | roll-out 44 Tune Hotels.com hotels across Thailand,   |
|              | China, Bangladesh, the Philippines, and Indonesia.    |
|              |                                                       |
|              | A subsidiary company, Titan Project Management Co.,   |
|              | Ltd., completed the liquidation process.              |
+--------------+-------------------------------------------------------+

BUSINESS OVERVIEW

Prior to May 2007, the Company’s business focused solely on
telecommunications and related services. These comprised of three main
areas namely (i) wireless value added services, (ii) interactive
solutions and (iii) audiotex services. Through wireless value added
services (wireless VAS) the company provided, aggregated, and developed
content and applications (Premium and Basic) which were delivered to
end-users via the mobile phone network operated by AIS, DTAC and
TrueMove in addition to their regular services. Revenue from this
service came from revenue shared with mobile phone network operators as
specified in agreements between the Company and mobile phone network
operators. The interactive solutions business involved consultations and
recommendations for web design, online brand building, and corporate
image enhancement provided to the Company’s clients. Revenue from this
business came from fees which were based on the clients’ entire project
expenses. In the audiotex business, the Company provided and developed
content and applications for voice services which were delivered through
both fixed lines and mobile phones. These services allowed the users to
have alternative simple ways to access content that was customised to
their lifestyle. These services were categorised as information
downloads, chatting, voting, and content downloads. Audiotex revenue
came directly from service charges collected from end-users on either a
per time or on a subscription basis.

After the sale of the major shareholders’ stake to a group of new
investors in May 2007, the new management team created an integrated
property platform unique to Thailand. The Company was positioned to
provide advisory services and invest directly in real estate projects
with an emphasis on, but not limited to, the hospitality and residential
sectors. With new businesses, the Company’s revenue structure would be
enhanced and diversified. The existing resources would be fully
utilised. The new management team and executive Directors brought in by
the new shareholders possessed a broad range of experience in the real
estate and hospitality sectors and an optimal combination of
disciplines.

 

COMPANY STRUCTURE

[]

REVENUE STRUCTURE

The Company’s 2009 income from services was generated from three
sources:

1.  Property advisory services

2.  Digital media and creative media services

3.  Financing activities and interest incomes

Details regarding income from services classified by segment, from 2007
to 2009, are as follows.

(Unit: ’000 THB)

+----------------------+--------+-----+--------+-----+--------+-----+
| Type of Service      | 2007   |     | 2008   |     | 2009   |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|                      | Income | %   | Income | %   | Income | %   |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Property advisory  | 9,053  | 1   | 34,371 | 6   | 1      | 8   |
|   services           |        | 9.3 |        | 8.7 | 19,327 | 8.0 |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Digital media and  | 20,988 | 4   | 11,515 | 2   | 15,224 | 1   |
|   creative media     |        | 4.7 |        | 3.0 |        | 1.2 |
|   services           |        |     |        |     |        |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Financing          | 3,326  | 7.1 | 4,165  | 8.3 | 1,069  | 0.8 |
|   activities and     |        |     |        |     |        |     |
|   interest incomes   |        |     |        |     |        |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Interactive        | 13,536 | 2   | 0      | 0   | 0      | 0   |
|   solutions services |        | 8.9 |        |     |        |     |
+----------------------+--------+-----+--------+-----+--------+-----+
| Total income from    | 46,903 | 10  | 50,051 | 10  | 1      | 10  |
| services             |        | 0.0 |        | 0.0 | 35,620 | 0.0 |
+----------------------+--------+-----+--------+-----+--------+-----+