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  3. NATURE OF BUSINESS

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3.1 Company Profile

ACAP Advisory Public Company Limited (“the Company” or “ACAP”), formerly
known as Asian Capital Advisers Company Limited, was established in 1998
by Dr. Vivat Vithoontien, an experienced professional in finance, to
engage in the business of corporate finance and investment banking
advisory services. Since its inception, the Company has expanded its
range of business to non-performing (NPL) asset management services. The
corporate history of the Company is shown below.

Year 1998

-   The Company is founded under the name Asian Capital Advisers Company
    Limited (“ACAP”) to provide debt restructuring service and other
    corporate finance and investment banking advisory services.

Year 2001

-   Asian International Planner Limited (“AIP”) is established as a
    Company subsidiary with registered capital of THB 4 million and with
    99.99% of shares held by the Company. AIP provides rehabilitation
    plan preparation and administration services.

Year 2002

-   AIP is licensed by the Business Reorganization Office of the
    Ministry of Justice to provide plan preparation services and plan
    administration services.

Year 2003

-   In August, ACAP becomes a public limited company and its name is
    changed to ACAP Advisory Public Company Limited. Its registered
    capital is increased to THB 100 million.

  Year 2004

-   ACAP Services Company Limited is established as a Company subsidiary
    with registered capital of THB 1 million and with 99.99%
    shareholding by the Company to invest in properties and software
    system and rent them out to the Company in its asset management
    operation.

  Year 2005

-   December 14, 2004, the Company’s shares are listed on the Market for
    Alternative Investment (MAI). Its registered capital is increased to
    THB 100 million, of which 23 million shares are sold through an
    initial public offering (IPO).

-   ACAP Asset Company Limited is established as a Company subsidiary,
    with registered and paid-up capital of THB 1 million and with 99.99%
    shareholding by the Company, to operate in the NPL management
    business.

  Year 2006

-   ACAP Asset Company Limited is certified by the Bank of Thailand to
    undertake asset management services under Asset Management Royal
    Decree of B.E. 2541 [1998]. Its registered capital is increased to
    THB 25 million and its name is changed to ACAP Asset Management
    Company Limited (“ACAP AMC”).

-   ACAP Consulting Company Limited (“ACON”) is established as a Company
    subsidiary, with registered and paid-up capital of THB 1 million and
    with 99.99% shareholding by the Company, to provide legal advisory
    services.

  Year 2007

-   ACAP (Malaysia) Sdn. Bhd. is established as a Company subsidiary,
    with registered and paid-up capital of MYR 500,000 or THB 5.5
    million and 99.99% shareholding by the Company, to undertake NPL
    management services in Malaysia.

-   The Company purchases 250,000 shares in STAR Asset Management
    Limited (“STAR AMC”), or 60% shareholding, its second investment in
    an asset management company.

-   The Company invests in Capital OK Company Limited (“CAP OK”) by
    acquiring 38,249,997 shares at THB 100 par value or 50.99% of total
    issued shares.

-   The Company issues 25 million new shares at THB 1 par value in a
    private placement, accounting for 20% of the newly registered and
    paid-up capital of THB 125 million at the total of 125 million
    shares.

  Year 2008

-   The Company increases its shareholding portion in STAR AMC from
    60.0% to 83.44%

-   International Finance Corporation (IFC) invests in the Company by
    purchasing shares from an existing shareholder. IFC’s investment
    amounts to 4.80% of the registered and paid-up capital and is under
    the name of State Street Bank and Trust Company (London).

-   Asian International Planner Limited (“AIP”) changed its name to ACAP
    Corporate Services Company Limited (“ACS”).

-   ACS is certified by the S.E.C. to provide financial advisory
    services.

  Year 2009

-   ACAP Services Company Limited registered and paid-up capital is
    increased to THB 10 million and its name is changed to Global
    Service Center Company Limited (“GSC”) in order to expand into
    providing receivables collection and call center services to other
    companies and financial institutions.

-   The Company increases its investment in CAP OK from previous its
    holding of 50.99% to 99.99% of issued shares by purchasing 49.01% of
    issued shares from existing CAP OK shareholder, ORIX Corporation,
    which is also major shareholder of the Company.

  Year 2010

-   In February, ACS has registered with the Thai Consultant Database
    Center of the Ministry of Finance to be a financial advisor type A,
    license number 3093, as a result of which ACS is be eligible to be
    considered for work by the public sector.

-   P COL’s capital was increased from THB 20 million to THB 220
    million.

-   ACAP (ASIA) Asset Management Company Limited was established as a
    subsidiary with a registered capital of THB 25 million. The shares
    are owned primarily by two of its other subsidiaries, CAP OK and
    ACAP (Malaysia). It is licensed by the Bank of Thailand to conduct
    asset management business regulated under the Asset Management Royal
    Decree B.E. 2541. It was established to participate in future NPL
    portfolio acquisitions.

  Year 2011

-   Aurum Capital Advisory Pte. Ltd. (AURUM) is established as a
    subsidiary of the Company. The firm is based in Singapore with
    63.97% of share holding by the Company and provides investment
    banking services.

-   The Company sold all its shares in STAR Asset Management Company
    Limited.

Year 2012

-   CAP OK Company Limited, a subsidiary of the Company, had decreased
    its registered and paid-up capital from the existing amount of THB
    1,875 million to THB 825 million for the purpose of retained capital
    losses compensation.

3.2 The Company and Subsidiaries

ACAP Advisory Public Company Limited has in total 9 subsidiary
companies, of which it has 99.99% share holding in 6 companies, 63.97%
share holding in 1 company, and share holding through other subsidiaries
in 2 companies. Details of each subsidiary are as follows:

Wholly-Owned Subsidiaries (99.99% share holding)

1. ACAP Asset Management Company Limited (“ACAP AMC”) – THB 25 million
registered and paid-up capital. This company obtained permission from
the Bank of Thailand on February 3, 2006 under Asset Management Royal
Decree of B.E. 2541 to provide non-performing asset management services.

2. ACAP (Malaysia) SDN. BHD. (“ACAP MALAYSIA”) – MYR 500,000
(approximately THB 5,500,000) registered and paid-up capital. This
company provides non-performing asset management services in Malaysia.

3. ACAP Corporate Services Company Limited (“ACS”) – formerly Asian
International Planners Co., Ltd. (“AIP”) – THB 23 million registered and
paid-up capital. This company is certified by the S.E.C. to provide
financial advisory service and is certified by the Business
Reorganization Office of the Ministry of Justice to provide business
rehabilitation planning and administration.

4. ACAP Consulting Company Limited (“ACON”) – THB 1 million registered
and paid-up capital. This company provides legal advisory and related
services to the Company and subsidiaries, as well as to other clients.

5. Global Service Center Company Limited – formerly ACAP Services
Company Limited – THB 10 million registered and paid-up capital. This
company invests in assets and systems that support the non-performing
asset management operations of the Company and has expanded its business
to provide receivables collection and call centre services to other
companies and financial institutions.

6. Capital OK Company Limited (“CAP OK”) – THB 825 million registered
and paid-up capital. The firm was granted authorisation by Bank of
Thailand to operate as a service provider of personal finance or retail
consumer loans such as personal loans, sales finance, credit cards and
hire purchase under the brand “Capital OK”. At present, the company has
ceased providing personal and retail finance services since 2009.

Majority Owned Subsidiaries (63.97% share holding)

7. Aurum Capital Advisory Pte Limited (“Aurum”) – USD 475,000 registered
and paid-up capital. 63.97% of issued shares are held by the Company.
This company provides Investment Banking services in Singapore and
region.

Other Subsidiaries

8. Professional Collection Company Limited (“PCOL”) – THB 220 million
registered and paid-up capital 99.99% of issued shares held by CAP OK.
Its main stream of revenue is from interest earned on bond investments.
The firm also provides debt collection services to a government
financial institution. .

9. ACAP (Asia) Asset Management Company Limited. (“ACAP Asia AMC”) – THB
25 million registered and paid-up capital. 57.60% of issued shares are
held by CAP OK, 40.00% are held by ACAP (Malaysia) and 2.39% are held by
the Company. It is licensed by the Bank of Thailand to perform the asset
management business regulated under the Asset Management Royal Decree
B.E. 2541. The firm is prepared to participate in acquisitions of NPL
portfolios.

The Company and subsidiaries provide financial advisory services as
follows:

1. Non-performing Asset Management

The Company and subsidiaries provide non-performing asset management
services to owners of NPL portfolios, generally other asset management
companies and other financial institutions, by monitoring and collecting
debt from the debtors in the portfolio, including taking legal action,
foreclosure of collateral and sale of collateral via public auction. As
for the foreign asset management service, ACAP Malaysia is a servicer of
NPL portfolios in Malaysia.

In addition, apart from servicing third party portfolios, the Company
can also service portfolios acquired by subsidiaries ACAP AMC and ACAP
Asia AMC.

2. Financial Advisory and Investment Banking Services

ACS, a subsidiary of the Company, provides financial advisory services
to medium and large companies and institutional investors. The services
include debt restructuring, rehabilitation planning and plan
administration, fund raising, mergers & acquisitions, cash flow review
and advisory under SEC and SET regulations, such as share listings and
public offerings of debt and equity instruments.

The Company expanded its investment banking services abroad by
establishing Aurum Capital Advisory Pte. Limited, a subsidiary based in
Singapore to provide services for the Singapore market and other
countries in Asia.

Apart from those two services, the Company has branched into other
services to compensate for the termination of consumer finance
previously provided by CAP OK. GSC, the subsidiary, has widen its scope
of service into outsourcing business services by providing call center
services for large corporate clients including financial institutions,
mobile service providers, and companies outsourcing other front end
customer services such as debt collection, customer relations, and
credit approval.

The Business Ceased Operation Temporarily

Consumer Finance Business

The consumer finance business was previously operated by subsidiary
Capital OK Company Limited. The firm offered a variety of personal
financial products, such as personal loans, retail consumer finance,
credit cards, and hire-purchase facilities.

In the past 2-3 years, there were intensified competitions in the
consumer finance business and created a high level of risk in this
business. Moreover, the Company sees that to provide unsecured loan
facility carry relatively high risk. This is the reason CAP OK
temporarily ceased operations in the consumer finance business. The firm
was granted authorisation from Bank of Thailand to cease business
operations in December 2009. However, CAP OK still holds a license in
consumer finance and if it wishes to recommence such operations, it can
do so immediately without any requirement for a new business license.

3.3 Revenues Structure

ACAP Advisory PLC and Subsidiaries

  ------------------------------ ---------- -------- --------- -------- --------- --------
  Type of Revenues               2010                2011               2012      

                                 Audited             Audited            Audited   

                                 M.Baht     %        M.Baht    %        M.Baht    %

  Service Income                 156.25     7.13     185.87    19.81    168.92    72.23

  Interest income from           228.96     10.44    82.04     8.75     22.48     9.61
  non-performing asset                                                            
  management                                                                      

  Interest income from loans to  30.83      1.40     -         -        -         -
  consumers                                                                       

  Income from recovery of bad    -          -        241.80    25.78    -         -
  debt written-off                                                                

  Income from debt forgiveness*  1,495.01   68.19    -         -        -         -

  Other income**                 281.48     12.84    428.28    45.66    42.47     18.16

  Total Revenue                  2,192.53   100.00   937.99    100.00   233.87    100.00
  ------------------------------ ---------- -------- --------- -------- --------- --------

*At yearend 2010, ACAP AMC sold two NPL portfolios, and received income
from debt forgiveness in the amount of THB 1,495 million. Proceeds from
the sale were used to repay the bank creditor which financed the
acquisition of these portfolios. The amount of debt forgiveness is the
difference between the outstanding loan amount and the sale proceeds
repaid to the bank creditor. The loan is now deemed fully paid and the
bank creditor has released ACAP AMC from all loan obligations in the
financing of these two portfolios.

** Other income is mainly derived from:

1. Recovery of bad debts previously written-off

2. Negative goodwill

The structure of income of the Company and subsidiaries originate from
core businesses as follows:

1.  Service Income is derived from providing financial advisory and
    investment banking services, NPL asset management services and call
    center services.

2.  Interest Income from non-performing asset management is interest
    collected or recovered from NPL assets owned by ACAP AMC and STAR
    AMC.

Interest income from loans to consumers comes from loans provided by CAP
OK. Currently, CAP OK has stopped issuing new loans.

3.4 Business Positioning

The Company’s plan for next year is to acquire new NPL portfolios with
the total value principal of debt worth no less than THB 8,000-10,000
million and targets to generate profit no fewer than 5-7% each year.

To date, the Company is well-known among high profile creditors and
debtors as a major NPL management firm including provide advise on
financial advisory services for a decade. Moreover, the Company is one
of the most active debt restructuring servicers and provides all aspects
of non-performing loans services.. With its expertise and investment in
sophisticated IT platforms, the Company is in a good position to expand
its revenue base and add new business lines related to NPL management.
This can be achieved through its long-term plan to continue acquiring
new NPL portfolios as well as by expanding into related businesses.

Furthermore, the Company is looking for opportunities to maximize its
returns on investment and considered to be low risk, particularly in
business related to corporate finance as our Executives have intensive
experience and expertise in finance. However, the Company may invest in
other types of business. In any event, the Company would inform the
shareholders of any investment for their acknowledgement.