-----------------------------------------------------------------------
  4. NATURE OF SERVICES AND FEES

  -----------------------------------------------------------------------

4.1 Service Offerings

The Company and its subsidiaries provide services primarily in 2
business areas, namely: 1) Non-performing Loan Asset Management and 2)
Finance Advisory and Investment Banking Advisory. Each business is
managed by staff with experience and skills in relevant specialist areas
in finance. Currently, the consumer finance business operated by Capital
OK Company Limited subsidiary has ceased since the 2009. However, the
firm still hold a license for operating a consumer finance business and
will recommence operations upon any forthcoming opportunity. Details of
each type of the service offered are described as follows:

  4.1.1 Non-performing Loan Asset Management

For many years, Thailand has been tremendously impacted by debt problems
in public and various industrial sectors. Thus, the Company believes
that providing asset management service of non-performing loans (“NPL”)
is a growth business. Financial institutions often have difficulty
resolving their NPL because of limitations in skills and the staff to do
the job effectively.

Before entering the asset management business, the Company originally
built a strong reputation in providing advisory services for debt
restructuring. In addition, its status of being independent from local
financial institutions has made it well accepted by both creditors and
debtors. As a logical next step, the Company expanded its business to
asset management services by offering to manage NPL for financial
institutions and other asset management companies. The Company’s
services include contacting and negotiating with debtors, overseeing the
legal enforcement and auction process and selling repossessed
collateral. The scope of the Company’s asset management service is
summarised as follows:

-   Act as representative of the creditor in negotiating with debtors to
    conclude repayment schedules and debt restructuring plans according
    to guidelines prescribed by the creditor;

-   Manage the collection of debts per conditions stated in debt
    restructuring plans;

-   Manage the collection process once the debtor has defaulted;

-   File litigation documents and undertake the enforcement process of
    collateral up to and including selling the collateral through the
    public auction process;

-   Manage repossessed assets;

-   Maintain related information of each debtor, the collateral, debt
    restructuring and settlement conditions, and other information
    necessary for providing complete and up-to-date information to the
    portfolio owner.

The Company provides asset management services to other financial
institutions as well as to its subsidiary companies.

A.  Asset Management Services Provided to Other Financial Institutions

An important factor in the success of the Company’s asset management
services or debt management is its investment in sophisticated computer
software systems beginning in 2004. The Company also continuously
develops its own software systems and programs to improve efficiency.
This results in highly efficient and cost effective asset management
operations. The Company has registered copyrights for these software
programs and Global Service Center Co., Ltd. is the owner of these
intellectual assets. GSC then leases them back to the Company and
subsidiaries engaged in the asset management business.

Asset management operations are under the responsibility of the Deputy
Managing Director of Asset Management. The selection and recruitment of
staff differs from those in the financial and investment banking
advisory business since non-performing loan portfolios have various
types of debtors with different characteristics. To efficiently operate
its asset management business and successfully handle debtors in various
NPL portfolios, the Company has staff skilled in various aspects of
asset management business. The numbers of staff is varied depends on the
quantity of portfolios being administered by the Company.

The Company structures its NPL asset management services into two major
sections – the asset management team and the operations team. Both teams
are divided into smaller units such as Debt Management, Asset Sales,
Litigation Management, Appraisal, Finance and Accounting, Legal and Loan
Contract, Information Technology, Administration and Human Resources,
and Internal Audit. These sections consist of experienced executives and
specialised staff who run the operations and collect debt. This
structure enhances the Companies ability to collect debt successfully
within the duration specified in the contract. Staffs in these sections
are deployed in NPL asset management only.

As of ended 2012, the Company and its subsidiaries had five NPL
management contracts divided into four domestic management contracts
managed by the Company and one international management contract
(Malaysia) managed by ACAP Malaysia Sdn. Bhd., a wholly owned subsidiary
company. The terms of service of all management contracts will be ended
in the midyear 2013.

All of the four domestic management contracts, the hirer had sold all of
its non-performing asset portfolios to other parties in yearend 2012. To
date, the Company is in the process of closing account receivables. In
addition, the Company is currently negotiated for the renewal of
international management contract in Malaysia.

In the previous year, the Company continues to look for potential
portfolios but due to increase in competition and fewer auctions of NPL
portfolios, as a result, the Company has no NPL portfolio on its
account.

-   Fee Structure

Two types of fees are normally charged for asset management services as
follows:

1.  A cash collection fee which is a percentage based fee calculated on
    the net cash recovered from a portfolio and is collected from the
    portfolio owner on a quarterly basis. However, in the current
    portfolio management contracts with STAR AMC, this fee portion is a
    percentage calculated on cash received directly from debtor only.

2. An asset management fee, or base fee, which is the fee charged to
cover overhead expenses such as human resources and office expenses and
is collected from the hirer on a monthly basis.

B.  Acquisition of NPL portfolios

Participation in NPL auctions will be conducted by subsidiaries ACAP AMC
and ACAP (Asia) AMC. All the aforementioned subsidiary companies are
licensed by the Bank of Thailand to operate as Asset Management
Companies under Asset Management Decree B.E. 2541 (1998). This enables
the companies to bid for and acquire NPL portfolios from financial
institutions. The companies in turn subcontract the management of
certain portfolios to the Company, since the Company already has a well
developed asset management platform that can be expanded to accommodate
almost any portfolio.

Prior to each NPL portfolio auction, the Company will undergo extensive
study and research on that portfolio. These studies include the value of
the collateral, financial records, debtor’s track record, etc. This
information will be used in determining the auction price of such
portfolio. In each auction, apart from the competition with other
bidders, there would be consideration of the debt collection possibility
in such NPL portfolio in order to benefit the most when managing the
portfolio. For funding investment in certain NPL portfolios, the
Company’s subsidiaries sometimes seek financing from other financial
institutions.

Revenue Generated from Ownership of NPL Portfolios

Asset management company subsidiaries own NPL portfolios that were
acquired in auctions by financial institution. These portfolios generate
revenues from the interest payments from debtors. Collections may be
subcontracted to the Company as part of an asset management contract or
collections may be performed by the AMC itself.

C. Litigation Management and Legal Services

Operating the non-performing loan asset management business involve
filing for litigation, seizure of collateral, preparing legal contracts
and related agreements for debt repayment and other legal work. This
type of work is provided by, a wholly-owned subsidiary, ACAP Consulting
Co., Ltd. (“ACON”). ACON receives compensation in the form of service
fees for this type of legal work and also for litigation management of
NPL portfolios. ACON also provides legal advisory services to state
entities, other financial institutions, and other parties, such as
registration work, litigation, and tax law, SME law and labour law.

  4.1.2 Corporate Finance and Investment Banking Advisory

Corporate finance and investment banking advisory involve debt
restructuring, merger and acquisition, sourcing of funds, NPL portfolio
valuations and cash monitoring. The advisory business is now conducted
by the Company’s wholly-owned subsidiary, ACAP Corporate Services Co.,
Ltd. (“ACS”), which is licensed by the S.E.C. to operate as an advisor
in issuing and offering securities, listing a company on the SET, and on
mergers and acquisitions. ACS is also a qualified advisor for
rehabilitation planning and plan administration under the Bankruptcy
Act.

ACS’s S.E.C. license is effective from December 3, 2008 to December 2,
2013. ACS has four licensed financial advisors certified by the S.E.C.
and seven staffs involved in the financial advisory business. The
majority of projects in financial advisory service come from clients’
word-of-mouth, strong relationships between ACS management and the
senior management of a wide range of other businesses, and
recommendations from other financial institutions. Before accepting an
assignment, management will hold discussions with the potential client
to analyse the problem and the client’s objectives. Next, the Company
assigns staff to conduct initial due diligence to analyse the problem
and to verify the client’s information. It then prepares a financial
advisory service agreement which specifies scope of work, fees, and
terms and conditions. Once the agreement is signed, a detailed due
diligence will be conducted and advisory service commences based on the
client’s objectives and the agreed scope of work.

Corporate finance and investment banking advisory services are detailed
as follows:

1. Debt Restructuring Services

-   Developing debt restructuring plans, including acting as the
    clients’ representative or mediator in negotiations between
    creditors and debtors, and advising and scheduling debt repayment.
    This includes debt restructuring plans under the Central Bankruptcy
    Court. ACS subsidiary is licensed by the Business Reorganization
    Office, Legal Execution Department, as a rehabilitation planner and
    plan administrator under the laws of Ministry of Justice.

-   In its role as Planner, ACS provides advice, information and
    document preparation for debt restructuring and rehabilitation
    planning, and other necessary documents for creditors and related
    parties to consider before approving the plan.

-   As a Plan Administrator, ACS manages the client’s business and
    assets including purchasing, selling and other transactions
    concerning the client’s assets. ACS may use the client’s assets as
    collateral to benefit the client’s business operations. After a
    client has fulfilled its obligations under the Plan, ACS files a
    petition to the Court to allow the client to exit Rehabilitation.

  2. Investment Banking Advisory

-   ACS provides advisory on sources of funds based on the client’s
    needs, their financial structure, and the current investment trend
    and market conditions. Other types of investment banking advisory
    that ACS provides include:

    -   Advisory services for issuing and offering securities in the
        form of equity instruments, debt instruments, and hybrid
        securities such as preferred shares, debentures, convertible
        debentures, and warrants.

    -   Advisory services for listing securities on the SET

    -   Advisory services for mergers and acquisition or any
        transactions related to the SET and/or the S.E.C.

    -   Advisory services for developing business alliances

    -   Advisory services for project finance

  3. Outsourcing Business

-   Front end customer service is provided directly or as a system
    platform to large sized organizations including financial
    institutions, mobile network service providers, and other companies
    requiring services such as debt collection, customer call center and
    credit approval.

  4. Other Related Financial Advisory Services

-   Due diligence on companies and non-performing loan portfolios

-   Cash monitoring services

-   Company valuation services

-   Project feasibility studies

-   Management structure advisory

-   Financial planning systems and internal cash management services

-   Independent opinion on issues related to S.E.C. and SET regulations
    for listed companies

  Corporate Finance and Investment Banking Advisory Fees

Fees charged for corporate finance and investment banking advisory
services typically comprised two components:

1.  A retainer fee based on a number of factors including the time and
    staff required for the project, and the client’s expected cash flow.
    The retainer fee will be charged on a fixed or monthly basis until
    the project is completed and normally takes approximately 6-12
    months. Additionally, competition in the market is another factor to
    be considered in determining the retainer fee.

2.  A success fee generally based on a percentage of the project value
    which is paid upon project completion and in some cases is
    determined based on the size of the project.

Temporarily Ceased Business Operations

Consumer Finance Business

Subsidiary Capital OK Company Limited (CAP OK) had discontinued its
consumer finance business since December 2009. This is due to the
economic recession during the past 4-5 years together with the entrance
of new competitors in the market. The cessation is temporary until
economic and market conditions permit recommencement of operations.. The
firm was granted authorisation from Bank of Thailand for this cessation.
However, CAP OK’s business license is still valid and it can recommence
operations immediately without requirement for obtaining a new license.

Services previously offered by CAP OK are described as follows:

1.  Personal Loans

This type of loan is an unsecured loan which offered repayment period
from 12 to 60 months with minimum monthly instalments starting at THB
400. CAP OK offered two personal loan products: ‘Ready Cash’, which is
an instalment loan and ‘Revolving Credit’ that allowed clients to
withdraw money up to the approved credit limit. Interest is then charged
on the withdrawn amount only.

2.  Sales Finance

This type of loan was granted to customers for the purpose of purchasing
goods or services. Repayment is in the form of instalments within a
specified period and charged at a defined flat fee rate depending on the
type of product or service. Such products, for example, can be
electrical appliances, computers, car accessories or mobile phones.
Terms and conditions are determined by credit approval policy.

3.  Credit Card

CAP OK joined with affiliates to issue affinity cards that gave special
privileges to cardholders including issuance of CAP OK Platinum Card to
increase the size of the credit card customer base.

4. Hire Purchase

CAP OK granted this type of loan for motorcycle purchases. Repayment is
made in form of instalments within a specified period. The loan limit
granted is based on the down payment. The instalment period is
calculated based on the customer’s financial status, motorcycle’s brand,
model, and price. The interest charged is a flat fee rate as qualified
by the customer. In some cases, the customer may be required to have a
guarantor if his qualifications do not meet the credit approval policy.

Revenue Generated from the Consumer and Personal Finance Business

Revenue recognition from the Consumer and Personal Finance business is
the recognition from the interest accrued from any credit given in the
past.

4.2 Marketing and Competitiveness

The Company’s core business operations in NPL asset management,
financial and investment banking advisory are facing a number of new
operators entering into these markets, including government and private
owned companies, and subsidiaries of the commercial banks. Therefore,
the Company is adapting and preparing for intense competition in each
business line in order to keep the Company and its subsidiaries growing
in the future.

4.2.1 Customer Characteristic Types

Many companies in Thailand have been facing economic and financial
problems over the last few years, including the need to raise funds for
their business operations. These companies may be affected by various
issues and ongoing problems such as hotel or tourism businesses that
were severely impacted by the political protest situation, the decrease
in exports resulting from the appreciating Thai Baht, disastrous effects
from the flood situation, increasing prices of products, etc. These
factors will contribute to several problems, such as increased debt and
lack of market liquidity.

The Company believes that these issues will affect the amount of
non-performing loans (NPL). It is expected that within 2-3 years, the
level of NPLs in Thailand should not decrease significantly. Moreover,
the Company sees new opportunities in the NPL market from financial
institutions which are likely to resume auctioning their NPL portfolios.
During this time of economic and financial uncertainty, ACAP AMC and
ACAP Asia AMC should have ample opportunity to participate in future
bidding for NPL portfolios. This is not limited only to Thailand since
the economic downtrend has impacted other regions as well.

As a result, this opens an opportunity for the Company to obtain more
asset management work, especially in Southeast Asia region. One of the
Company’s competitive advantages is that its ACAP (Malaysia) Sdn. Bhd.
subsidiary operates in the NPL asset management business in Malaysia.

4.2.2 Competitive Strategy

-   Non-performing Loan Asset Management

In managing NPLs, the Company carefully negotiates with debtors by
offering various solutions that are ideally suited for each debtor’s
financial status and repayment ability. For example, the Company will
prepare a debt restructuring plan by fully considering the debtor’s
repayment ability with the aim to enable the debtor’s business to
operate normally after entering debt restructuring process. The Company
also relies on its other competitive strengths, including:

-   Licensed asset management companies. The Company’s subsidiaries are
    qualified to participate in NPL portfolio auctions by financial
    institutions.

-   Financial support. The Company has relations with a number of
    financial institutions which can provide financing NPL portfolio
    acquisitions.

-   Independence. The Companies and subsidiaries are not directly
    affiliated with any local financial institution mitigates potential
    conflicts of interest with clients.

-   Skilled and talented staff. Company staff has substantial relevant
    experience in debt recovery, asset management and lending.

-   Internal control. The Company has implemented efficient systems and
    structures that are transparent and proficient in internal control.

-   Information Technology. The Company invested in sophisticated
    computer systems and information technology that allow clients to
    monitor the financial and accounting aspects of their portfolios.

-   Financial and Investment Banking Advisory

The Company concentrates on problem analysis of clients. In particular,
it provides advice on financial matters from staff with years of
experience in corporate finance and investment banking. The main
strategy of this advisory service is to gain a thorough understanding of
the client’s problem and offer appropriate financial solutions that will
lessen the degree of the problem and eventually achieve the client’s
objectives within a given timeframe.

In addition, the Company offers a full range of advisory services – from
debt restructuring services, including those under the Bankruptcy Court,
, to sourcing of funds for business expansion. Offering a full range
services is an important advantage in financial advisory industry.

Call center services, started in late 2009, are provided by GSC
subsidiary. GSC was able to start up this operation at low cost by
transferring systems and staff from CAP OK. All of them are
professionals with experience in debt collection and are fully trained
for customer service duties. This allows GSC to work with great
efficiency and have experience in giving customers the best solution.
Hence, the service has gained trust from clients.

4.2.3 Distribution Channels

-   Non-performing Asset Management

The Company provides its Non-performing Asset Management service to both
its subsidiaries and to other management companies or financial
institutions by actively seeking new NPL portfolios for the subsidiaries
to bid for when a suitable portfolio is put up for sale by financial
institutions and banks either domestic or international.

-   Financial and Investment Banking Advisory

ACS’s core business is providing financial advisory service to clients
that have financial difficulty or are in the preparation process of debt
restructuring, or are seeking business expansion or sources of funds for
either investment or use as a working capital. The clients come from a
variety of industry sectors, for instance, agriculture, textile, tourism
and many others. The Company and subsidiaries provide services to medium
and large sized companies. They offer a wide range of services, allowing
them to create a large network of clients across many industry sectors.

-   Call Center Services

For the call center services, GSC focuses on telecommunications clients
and financial institutions since they have large customer bases and are
large service providers to government and private sectors. GSC’s call
center services include debt collection service, customer relations
service, credit approval service, among others.

4.2.4 Target Customers

-   Non-Performing Loan Asset Management

Customers in the asset management business are investors of NPL
portfolios. Such portfolios are put up for sale by asset management
companies and financial institutions, both government and private owned.
In order to replace outgoing portfolios, the Company closely follows any
news regarding auctions of new portfolios.

Customers may also be the original asset management company or financial
institution. Some institutions outsource asset management services to
servicers like the Company in order to reduce cost or to let specialists
handle the debt collection. Currently, the Company has the following
asset management contracts in place:

Asset Management Contracts of the Company and its Subsidiaries as of
December 31, 2012

  ---------------------------------------------------------------------------
  NO.     Port.    NPL Portfolio Owner Portfolio       Contract   NPL Value
                                       Servicer        Period     (M. Baht)
                                                       Ending     
  ------- -------- ------------------- --------------- ---------- -----------
  1       S01-02   STAR AMC            ACAP Advisory   2013       370
                                       Plc.                       

  2       S03      STAR AMC            ACAP Advisory   2013       1,432
                                       Plc.                       

  3       S04      STAR AMC            ACAP Advisory   2013       1,645
                                       Plc.                       

  4       KL01     Malaysian Financial ACAP Malaysia   2013       1,259
                   Institution                                    

  5       K01      STAR AMC            ACAP Advisory   2013       7,712
                                       Plc.                       

  Total                                                           12,418
  ---------------------------------------------------------------------------

1. NPL value as of the day the portfolio was transferred to the Company
for management

2. Portfolio no. 1, 2, 3 and 5, the hirer had disposed all of its
non-performing asset portfolio. In the meantime, the Company is in the
process of closing account receivables.

-   Financial and Investment Banking Advisory

ACS’ clients are medium to large size corporations in all sectors of
industry including manufacturing, food and agriculture, real estate, and
financial institutions. They seek expertise on complex transaction
structures and top exceptional match making ability with local and
foreign investors and funders. Some debt restructuring customers have
multibillion baht syndicated loans that require extensive creditor
negotiations and refinancing by large foreign institutional funders.

Advisory clients can be classified into two major groups as follows:

Existing clients – Many of ACS’ existing clients return to ACS to
receive other advisory services after they have seen that ACS can create
unique win-win solutions for both the debtor and the creditor. Moreover,
these clients also recommend ACS to other clients.

New clients – ACS finds most of its new clients through word of mouth
from existing customers and through introductions by its network of
relationships with local and foreign companies and investors. To find
other clients, ACS gathers information from different databases or from
the news to locate the best prospects.

Some of the Completed Financial and Investment Banking Advisory Projects
of

The Company and Subsidiaries as of December 31, 2012

+----+-------+------------+------------------+-------+-----+----------+
| N  | Co    | Client’s   | Type of Service  | Con   |     | Debts /  |
| o. | mpany | Business   |                  | tract |     | Funds    |
|    | /     |            |                  | P     |     | Sourced  |
|    | Subsi |            |                  | eriod |     | *        |
|    | diary |            |                  |       |     | (THB     |
|    |       |            |                  |       |     | million) |
+====+=======+============+==================+=======+=====+==========+
|    |       |            |                  | Begi  | End |          |
|    |       |            |                  | nning | ing |          |
+----+-------+------------+------------------+-------+-----+----------+
| 1  | ACAP  | Computer & | Debt             | 2001  | 2   | 2,400    |
|    |       | E          | Restructuring +  |       | 002 |          |
|    |       | lectronics |                  |       |     | 400      |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 2  | ACAP  | Furniture  | Plan             | 2001  | 2   | 1,040    |
|    |       |            | administration   |       | 002 |          |
|    |       |            | consultant +     |       |     | 100      |
|    |       |            |                  |       |     |          |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 3  | ACS   | Real       | Planner &        | 2001  | 2   | 17,000   |
|    | (AIP) | Estate     | Planning         |       | 005 |          |
|    |       |            | administration   |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 4  | ACAP  | Telecomm   | Debt             | 2002  | 2   | 516      |
|    |       | unications | Restructuring +  |       | 003 |          |
|    |       |            |                  |       |     |          |
|    |       |            | Planning         |       |     |          |
|    |       |            | administration   |       |     |          |
|    |       |            | consultant       |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 5  | ACAP  | Real       | Debt             | 2002  | 2   | 1,500    |
|    |       | Estate     | Restructuring    |       | 003 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 6  | ACAP  | Co         | Debt             | 2002  | 2   | 700      |
|    |       | nstruction | Restructuring    |       | 003 |          |
|    |       | equipment  |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 7  | ACAP  | Co         | Debt             | 2002  | 2   | 700      |
|    |       | nstruction | Restructuring    |       | 003 |          |
|    |       | equipment  |                  |       |     | 167      |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 8  | ACAP  | Textile    | Debt             | 2002  | 2   | 18,000   |
|    |       |            | Restructuring    |       | 003 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 9  | ACS   | Tr         | Debt             | 2002  | 2   | 1,650    |
|    | (AIP) | ansformers | Restructuring    |       | 004 |          |
|    |       |            | and              |       |     | 400      |
|    |       |            | Rehabilitation   |       |     |          |
|    |       |            | Planning &       |       |     |          |
|    |       |            | Administration   |       |     |          |
|    |       |            |                  |       |     |          |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 10 | ACAP  | Canned     | Debt             | 2002  | 2   | 5,586    |
|    |       | Seafood    | Restructuring+   |       | 004 |          |
|    |       |            |                  |       |     | 1,430    |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 11 | ACAP  | Electrical | Debt             | 2003  | 2   | 416      |
|    |       | Appliances | Restructuring    |       | 003 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 12 | ACAP  | Co         | Planning         | 2003  | 2   | 1,100    |
|    |       | nstruction | administration   |       | 004 |          |
|    |       |            | consultant       |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 13 | ACAP  | Real       | Debt             | 2004  | 2   | 66,000   |
|    |       | Estate     | Restructuring +  |       | 005 |          |
|    |       |            | Planner          |       |     |          |
|    |       |            | consultant       |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 14 | ACS   | Importer   | Debt             | 2004  | 2   | 700      |
|    | (AIP) | and        | Restructuring +  |       | 005 |          |
|    |       | d          |                  |       |     | 300      |
|    |       | istributor | Sources for      |       |     |          |
|    |       | of         | funds            |       |     |          |
|    |       | chemical   |                  |       |     |          |
|    |       | products   |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 15 | ACAP  | Rubber     | Cash flow review | 2004  | 2   | n. a.    |
|    |       | Latex      |                  |       | 006 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 16 | ACAP  | Lenses and | Private          | 2004  | 2   | 200      |
|    |       | Glasses    | Placement +      |       | 006 |          |
|    |       |            |                  |       |     | 200      |
|    |       |            | IPO              |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 17 | ACAP  | Tr         | Sources for      | 2005  | 2   | 1,350    |
|    |       | ansformers | funds            |       | 006 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 18 | ACAP  | Financial  | Debenture bond   | 2005  | 2   | 50,000   |
|    |       | I          | offering         |       | 005 |          |
|    |       | nstitution |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 19 | ACS   | Canned     | Debt             | 2005  | 2   | 1,100    |
|    | (AIP) | Fruit      | Restructuring +  |       | 006 |          |
|    |       |            |                  |       |     | 400      |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 20 | ACAP  | Tr         | Financial        | 2006  | 2   | 70       |
|    |       | ansformers | Consultant       |       | 007 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 21 | ACS   | Machinery  | Planner          | 2006  | 2   | 2,665    |
|    | (AIP) | parts      | consultant +     |       | 007 |          |
|    |       |            |                  |       |     | 400      |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 22 | ACS   | Food       | Planner          | 2006  | 2   | 19,033   |
|    | (AIP) |            |                  |       | 008 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 23 | ACAP  | E          | Planner          | 2007  | 2   | 3,221    |
|    |       | lectronics | consultant +     |       | 007 |          |
|    |       |            |                  |       |     | 772      |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 24 | ACAP  | Food       | Debt             | 2007  | 2   | 1,359    |
|    |       |            | Restructuring +  |       | 007 |          |
|    |       |            |                  |       |     | 63       |
|    |       |            | Sources for      |       |     |          |
|    |       |            | funds            |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 25 | ACS   | M          | Planner          | 2007  | 2   | 2,665    |
|    |       | anufacture | consultant +     |       | 009 |          |
|    |       | of         | Sources for      |       |     | 400      |
|    |       | m          | funds            |       |     |          |
|    |       | otorcycles |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 26 | ACS   | Orange     | Planner          | 2008  | 2   | 1,019    |
|    |       | Farm       | consultant       |       | 009 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 27 | ACS   | Building   | Plan             | 2008  | 2   | 821      |
|    |       | and        | administrator    |       | 010 |          |
|    |       | repairing  |                  |       |     |          |
|    |       | of ships   |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 28 | ACS   | Canned     | Tender Offer     | 2009  | 2   | 80       |
|    |       | Fruit      | Advisor          |       | 009 |          |
+----+-------+------------+------------------+-------+-----+----------+
| 29 | ACS   | M          | Debt             | 2009  | 2   | 911      |
|    |       | anufacture | Restructuring    |       | 012 |          |
|    |       | of lace    |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 30 | ACS   | Research   | Structure        | 2010  | 2   | n.a.     |
|    |       | I          | Capital Advisory |       | 011 |          |
|    |       | nstitution |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 31 | ACS   | Frozen     | Business         | 2010  | 2   | n.a.     |
|    |       | Seafood    | Valuation        |       | 011 |          |
|    |       |            | Consultant       |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 32 | ACS   | M          | Planning         | 2010  | 2   | 4,000    |
|    |       | anufacture | administration   |       | 011 |          |
|    |       | of         | consultant       |       |     |          |
|    |       | electronic |                  |       |     |          |
|    |       | valves and |                  |       |     |          |
|    |       | tubes and  |                  |       |     |          |
|    |       | other      |                  |       |     |          |
|    |       | electronic |                  |       |     |          |
|    |       | components |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 33 | ACS   | Shoes      | Planner          | 2010  | 2   | 445      |
|    |       | ma         | consultant       |       | 012 |          |
|    |       | nufacturer |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| 34 | ACS   | Television | Independent      | 2012  | 2   | n.a.     |
|    |       | Media      | Financial        |       | 012 |          |
|    |       |            | Advisory         |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+
| T  |       |            |                  |       |     | 211,279  |
| ot |       |            |                  |       |     |          |
| al |       |            |                  |       |     |          |
+----+-------+------------+------------------+-------+-----+----------+

  Remark: * Project value equals the debt or fundraising size

Work in Progress for Financial and Investment Banking Advisory Projects
of

The Company and Subsidiaries as of December 31, 2012

  -----------------------------------------------------------------------------------
  No.     Company /    Client’s Business    Type of Services  Contract   Debts /
          Subsidiary                                          Starts in  Funds
                                                              Year       Sourced *
                                                                         (M Baht)
  ------- ------------ -------------------- ----------------- ---------- ------------
  1.      ACS          Hydroelectric Dam    Sources for Funds 2011       13,950

  2.      ACS          Agro Industry        Sources for Funds 2011       30

  3.      ACS          Manufacture of       Debt              2012       4,000 420
                       electronic valves    Restructuring +              
                       and tubes and other  Sources for Funds            
                       electronic                                        
                       components                                        

  4.      ACS          Agriculture          General Advisory  2012       n.a.

  5.      ACS          Hotel                Sources for Funds 2012       1,600

  6.      ACS          Contractor           Planner           2012       1,500
                                            consultant                   

  Total                                                                  21,500
  -----------------------------------------------------------------------------------

Remark: * Project value equals the debt or fundraising size

Project value is subject to change due to possible termination of
advisory service

-   Call Center Services

The target clients of the outsourcing business will typically be
telecommunication network providers and financial institutions that
provide loans and credit cards since such clients require a support unit
to liaise with customers and give information on such things as new sale
promotions. Setting up new unit especially for that purpose can possibly
cost more than outsourcing. GSC subsidiary, has experienced personnel in
this area can offer this as an advantage to prospective clients.

  4.2.5 Pricing Policies

In determining fees for financial advisory services, ACS basically
considers the complexity of the project, the number of personnel needed
and going rates offered in the market. For debt restructuring fees, the
Company considers the client’s capacity for generating cash flow and the
project value. The fee will usually be in the form of a monthly retainer
fee plus a success based fee based on a percentage of the transaction
value.

For the non-performing loan asset management business, the Company
charges its clients a base fee, or asset management fee, based on
operating expenses required for servicing the loans and administering
the NPL assets and an incentive fee based on a percentage of debt
collections. The base fee varies based on portfolio size, loan types and
geographic location of the borrowers.

4.3 Industry Outlook and Competition

Debt Restructuring and Non-Performing Loan Asset Management Industry

The asset management industry was formed as a direct consequence of the
1997-98 economic crisis in Thailand. The crisis affected the financial
and economic structure of the country in two ways. Firstly, it
negatively affected the liability structures and financial liquidity of
many firms, especially those with foreign currency denominated debts,
forcing them to enter the rehabilitation and/or bankruptcy process. It
also affected the financial condition of ordinary workers who became
unemployed during the economic crisis. Secondly, it resulted in
substantial increases in non-performing loans (NPL) held by financial
institutions as large numbers of corporate and individual debtors faced
financial difficulties and defaulted.

The government’s response was to attempt to resolve the problem of
increased bad debts by separating NPLs from the banking system and
supporting banks by setting up government-owned asset management
companies (AMCs), whereby the banks could transfer their NPL to these
AMCs or they could set up dedicated units themselves to manage their NPL
in-house. In addition, the government modified the Bankruptcy Act by
adding the rehabilitation process into the bankruptcy process to hasten
settlement of debtors’ liabilities. Several important laws and royal
decrees were enacted or amended by the government during 1997-2001 to
alleviate the NPL problem (not including the establishment of the
Financial Sector Restructuring Authority) and which resulted in the
creation of new organisations and systematic processes for resolving the
problems of both debtors and financial institutions. These laws and
royal decrees include:

  - Emergency Decree on Financial Sector Restructuring B.E. 2540 (1997)
  – The act was aimed by the Ministry of Finance at establishing the
  Asset Management Company or AMC, to manage NPL transferred from Trust
  or Extinguished Financial Institutions that were held by the
  government’s financial rehabilitation and development fund (Financial
  Institutions Development Fund or “FIDF”).

  - Asset Management Royal Decree B.E. 2541 (1998) – The act was aimed
  to protect the Asset Management Company in terms of assets and
  collateral transferred from financial institutions.

  - Bankruptcy Act (Amended B.E. 2542 (1999)) – The amended Act included
  the rehabilitation process which specified that a rehabilitation plan
  must be established and that the rehabilitation planner/administrator
  must manage the debtor’s assets and operates under this act.

  - Thai Asset Management Corporation Decree B.E. 2544 (2001) – This
  decree was intended to hasten the process of separating NPL from the
  banking and financial institution system. The Thai Asset Management
  Company Limited (“TAMC”) was established under this decree to manage
  transferred NPL and carry out debt restructuring and management. The
  decree specified that all banks and asset management companies who are
  more than 50% owned by the government must transfer their
  non-performing assets to TAMC. However, any new NPL emerging after the
  end of December 2000 were not covered by this TAMC Decree. The Decree
  also defined the transfer price, including dividend methodology, and
  scope of responsibilities of transferor and transferee in case of
  loss.

These enacted laws and royal decrees opened up new business
opportunities in debt restructuring advisory, rehabilitation planning
and management, and non-performing loan asset management services.

Industry Structure

The impact of abovementioned laws created a new industry and business
opportunities. The industry structure involves parties at three levels.

Level 1: Debtor - The debtor of a financial institution who is required
to negotiate with the creditor to restructure their debts. Although some
debtors can manage this by themselves, in many cases the debt is complex
and thus advice from a specialist is required. Many cases enter into the
rehabilitation process of the Bankruptcy Court so the debtor can
continue to legally operate, which requires the appointment of a
rehabilitation planner and plan administrator. Hence, new opportunities
for debt restructuring professionals opened up.

The Company, in conjunction with ACS, is one of the few service
providers to offer a comprehensive range of non-performing loan asset
management services complemented by debt restructuring, rehabilitation
planning and administration services, and other related financial
advisory and investment banking services.

Level 2: Creditor - Most creditors are private commercial and/or
government-owned banks. When loans of these banks became NPL, they
normally transferred some portions of their NPL to the established asset
management companies such as AMC or TAMC. However, some banks have not
yet transferred significant portions of their NPL, and still have large
numbers of NPL in their loan portfolios or they have restructured some
NPL that subsequently became re-entry NPL. Generally, banks preferred to
establish new specialised business units in-house to manage their NPL
holdings. However, due to the high investment costs in information
technology and the difficult-to-acquire specialised skills needed to
effectively manage NPLs, more recently there has been a tendency among
the banks to hire independent NPL asset management specialists, such as
the Company, to manage their NPLs.

Level 3: Asset Management Company/Organization (Owner/Manager of NPL
Transferred from Banks) – At this level, the government-owned Asset
Management Companies have large numbers of NPL and lack sufficient
staff, expertise and IT resources to manage the transferred NPL
efficiently, as in many cases there are large numbers of relatively
small NPLs spread throughout the country. Therefore, since asset
management activities, including collection activities, legal
enforcement actions and collateral management are expensive and can be
complex, there has been a growing trend for the government-owned Asset
Management Companies to hire independent specialists, such as the
Company and its subsidiaries, to provide high quality NPL asset
management services.

Hence, the growing demand from the level 2 and 3 parties has created
more opportunities for independent, specialist non-performing loan asset
management.

PL Industry Structure and Management

Market Size and Competition

The market size for debt restructuring and non-performing loan asset
management depends on economic conditions. Economic recessions provide
an increase in work in both debt restructuring and NPL asset management.
Businesses and individuals are both affected during economic downturns.
As a result, unemployment increases and leads to higher growth of NPLs.
When the economy recovers after the government successfully implements
new policies to stimulate the economy, the number of NPLs is likely
decrease. In the past 1-2 years both the government sector and financial
institutions have issued policies to control amount of bad debt, and
NPLs decreased compared to the previous year. However, the uncertainty
of world’s economy and flooding situation in the past year are key
factors that may increase the number of NPLs in the near future.

According to updated information from the Bank of Thailand (“BOT”)
released on February 20, 2013, Gross NPL outstanding (loans classified
as Substandard, Doubtful, and Loss as per the BOT’s classification) in
Thailand’s financial system, which includes commercial banks, branch of
the foreign commercial banks, at the end of the 4th quarter of 2012 was
THB 254,215 million or 2.25% of total loans in the financial system.
This amount of Gross NPL has decreased compared to the same period last
year, by approximately THB 11,147 million due to the NPL repayments and
sale of NPLs to asset management company (AMC). These NPL outstanding
were mainly from the industrial sector, at THB 89,428 million, followed
by the Personal and Consumer Finance in the amount of 56,583 million.
This number includes both individual and business debtors.

NPL in 2012 increased over the previous year by THB 41,974 million.
According to the BOT’s data at end of the 4^(th) quarter of 2012, the
sector with the largest absolute increase in NPL was the personal and
consumer finance sector, where NPL grew by THB 16,654 million, and
accounted for 39.68% of the total increase in NPL. Of the increase in
industrial NPL, THB 2,775 million were re-entry NPL and THB 13,543
million were new NPL. The industrial sector also had large absolute
increases in NPL of THB 12,417 million (or 29.58% of the total
increase), respectively. Details of the increase in NPL in 2012 by major
sector are as follows:

  --------------------------- ------------ ------------- -------- ----------
  Industry Type               As of                               
                              End-4^(th)                          
                              Quarter 2012                        
                              (THB                                
                              million)                            

                              New NPL      Re-Entry NPL  Other    Total NPL

  1. Agriculture, Fishery and 444          201           14       659
  Forest                                                          

  2. Mining                   5            17            0        22

  3. Industrial Sector        7,003        2,844         2,570    12,417

  4. Construction             779          124           285      1,188

  5. Commercial Sector        3,660        1,354         1,519    6,533

  6. Banking and Finance      5            1             0        6

  7. Real Estate              395          720           271      1,386

  8. Public Utility           335          68            39       442

  9. Services                 1,097        1,278         290      2,665

  10. Personal Consumption    13,543       2,775         336      16,654

  11. Other                   2            0             0        2

  Total                       27,268       9,382         5,324    41,974
  --------------------------- ------------ ------------- -------- ----------

Source: Data as of December 31, 2012 and reported by Bank of Thailand on
February 20, 2013.

Corporate Debt Restructuring and Rehabilitation Planning and
Administration

There are a considerable number of debt restructuring cases to be
initiated which are the target market for Debt Restructuring and
Rehabilitation Planning and Administration Services. The Central
Bankruptcy Court has the authority to appoint a planner or a plan
administrator in these cases. The appointed planner and plan
administrator may be the existing debtors, creditors, or professional
planners. A professional planner and plan administrator can be appointed
for each case, but they must be qualified with the Business
Reorganization Office under the Execution Department of the Ministry of
Justice. As of December 31, 2012, there were 13 authorized professional
planners and 17 plan administrators, including ACS, the Company’s
subsidiary. In most cases these firms will act simultaneously as the
planner and plan administrator.

ACS is considered one of the major service providers in the area of debt
restructuring, and rehabilitation planning and administration among
other authorised planners such as CJ Morgan Co., Ltd., Churchill Pryce
Planner Co., Ltd., and Silom Planners Co., Ltd. For debt restructuring
outside of the bankruptcy process, there is no specified qualification
required for debt restructuring consultants. At present, the Company’s
competitors for this business are mainly multinational companies and
several local companies. The competition is intense when competing for
debt restructurings of large companies as the large amount of debt
outstanding gives the chance to receive higher service fees and enhances
the service provider’s reputation. In any case, the Company and its
subsidiaries have the competitive advantage of being a comprehensive,
one-stop service provider with a solid reputation from both debtors and
creditors, as well as having strong relationships with leading business
groups and a reputation for high quality service and independence.

Non-Performing Loan Asset Management Service

The market size of this service mostly will be determined by the amount
of debts under legal case or the amount of outstanding payment. The
service also includes the management of marketing regarding foreclosure
of collateral. According to the BOT’s preliminary data, NPL remaining in
the system total THB 254,215 million (2.25% of total financial
institution debt). This represents an increase of THB 41,974 million. Of
this number, THB 27,268 million are new NPL (or 64.96% of the total
increase). In addition, there are NPLs that have been restructured
totalling THB 9,382 million (or 22.35% of the total increase). The
amounts of NPL for the current year was declined to THB 41,974 million
compared to THB 47,556 million in 2011. However, at the end of 2012, the
size of new NPL increased from THB 22,195 million to THB 27,268 million.
This shown that Thailand still has a substantial amount of NPLs in its
financial system which indicates a good outlook for the non-performing
asset management business.

At present, there are a number of companies that are licensed by the
Bank of Thailand as asset management companies, some of which are
subsidiaries of commercial banks set up to take care of their own NPLs,
some are government-owned asset management companies and others are
owners of NPLs and other assets. Asset management companies operating in
Thailand are listed as follows:

  ----------------------------------- -----------------------------------
  - Bangkok Commercial Asset          - Inter Capital Alliance Asset
  Management Co., Ltd.                Management Co., Ltd.

  - NFS Asset Management Co., Ltd.    - MAX Asset Management Co., Ltd.

  - Alpha Asset Management Capital    - Ratchayothin Assets Management
  Ltd.                                Co., Ltd.

  - Sukhothai Asset Management Co.,   - Sinsuptawee Asset Management Co.,
  Ltd.                                Ltd.

  - Chatuchak Asset Management Co.,   - Palarp Asset Management Co., Ltd.
  Ltd.                                

  - Ayuddhaya Asset Management Co.,   - Sathorn Asset Management Co.,
  Ltd.                                Ltd.

  - Sukhumvit Asset Management Co.,   - Phethai Asset Management Co.,
  Ltd.                                Ltd.

  - ACAP (Asia) Asset Management Co., - Phayathai Asset Management Co.,
  Ltd.                                Ltd.

  - ACAP Asset Management Co., Ltd.   - STAR Asset Management Ltd.

  - Lynn Phillips Asset Management    - Asset Management Standard
  Co., Ltd.                           Chartered Bank (Thai)
  ----------------------------------- -----------------------------------

Most of the asset management companies set up under the Asset Management
Royal Decree were established by financial institutions to manage their
own NPLs. However, there are a few independent asset management
companies that also act as servicers similar to the Company, one of them
is Palarp Asset Management Co., Ltd.

The Company views the degree of competition as increasing in intensity
as many new asset management companies have entered into the market.
Moreover, the Asset Management Company Royal Decree allows asset
management companies to act as service providers as well as the
holders/owners of the non-performing loan portfolios. This allows the
asset management companies to have a competitive advantage over the NPL
service providers given that the asset management companies can either
manage their own non-performing loan portfolios or outsource their
management to others. Since the Company has two subsidiaries that are
asset management companies, namely ACAP AMC and ACAP ASIA AMC, the
Company has potential to compete effectively as it is able to manage NPL
portfolios for its subsidiaries.

The Company’s key success factors in the non-performing loan asset
management business are as follows:

1.  The Company has highly qualified and skilled staffs who understand
    the nature of the non-performing loan asset management business and
    who are able to determine the optimal balance for resolutions
    between the debtor and the creditor, provide cost effective, high
    quality and timely service, and alleviate losses to the financial
    institution. The personnel are qualified to train and create new
    teams to support new projects and the Company promotes talented
    staff to be team leaders.

2.  The Company has made substantial investments in Information
    Technology systems for efficient data management that function at
    the same standard as the banks and other large financial
    institutions.

3.  The Company is committed to be a leading professional asset
    management service firm that provides effective and successful
    solutions for all of its clients.

4.  The Company offers competitive service fees and is able to reduce
    the cost of managing non-performing loan asset management for its
    clients.

5.  The Company has enhanced its opportunities to provide asset
    management services as it can service ACAP AMC, ACAP ASIA AMC as
    well as third party AMCs. The Company can also provide bidding
    services for these AMCs.

Non-performing Loan Asset Management under the Government Agencies

At present, there are a number of government-owned Asset Management
Companies, namely Bangkok Commercial Asset Management Co., Ltd. (BAM),
Sukhumvit Asset Management Co., Ltd. (SAM), and Thai Asset Management
Co., Ltd. (TAMC). These asset management companies purchase
non-performing assets or acquire non-performing assets that were
transferred from financial institutions to reduce the burden of the
banks and financial institutions and allow them to focus on their
portfolios of performing loans. These non-performing asset management
companies can either manage non-performing asset portfolios by
themselves or outsource to other companies to provide such services. To
date, approximately 3-4% of NPL remains in the financial system. The
main factors that cause NPL to remain high are the economic downturn,
strict classification criterion of Bank of Thailand, and fluctuation of
global financial markets. Moreover, the Company believes that NPL is
necessary in financial system, especially in country with high rate of
economic growth or emerging countries, for example, Asian region
including India, China, Korea, etc. NPL in Thailand is in sufficient
amount and tends to increase, which will eventually impact to economic
situation either in political aspect, natural disaster or foreign
exchange rate of the Baht. NPL remaining in the economic system for each
year is adequate to generate revenue and growth to the Company including
other transactions relating to loan asset management, which is the key
business opportunity to the Company.

Financial Advisory Industry

In the past year, there was a sign of recovery in Thailand’s economy.
This was demonstrated by performance of the listed companies which
mostly expanded and attracted more foreign investors as shown in the SET
index. As a result, the Financial Advisory business relating to the
funding and issuing equity instrument is on the rise as well.

Currently, many securities companies centre their attention on financial
advisory services and the investment banking business due to the
increase in revenues and support its securities companies including
growing number of new financial advisory companies. As of February 22,
2013, there were 74 financial advisory companies authorised by the
Securities and Exchange Commission (S.E.C.). To compete effectively in
the financial advisory business, the firms must have high quality,
skilled and experienced staff. Although, the Company has a competitive
disadvantage due to a lack of a license for underwriting securities, it
maintains good relationships with many qualified underwriters which
enables the Company to give confidence to its clients regarding issuing
shares to the public.

Furthermore, despite having more competition in financial advisory
service for issuing equity instrument, ACS is able to provide other
important services to customers such as debt restructuring, merger and
acquisition, and rehabilitation planner and plan administrator.

At present, the Company is seeking new opportunities to diversify its
investment without relying on one particular business. The Company is
ready to make an investment if it considers that such investment will
generate good returns with low risk. For instance, at the yearend 2012,
ACAP Consulting Company Limited, a subsidiary company, has expanded its
business operations into cosmetics lines such as distribution of
cosmetics, supplementary foods, and herbs, etc. The initial investment
of the subsidiary company's business is not more than THB 1 million.
However, in any future circumstance, if the business operation is in
good condition, the Company may consider for additionally investment.

4.4 Service Execution

The Company and its subsidiaries have highly qualified and expert staff
with many years of experience who understand the nature of the financial
advisory and investment banking business and maintain good relationships
with both creditors and debtors. For example, the Company has three
licensed financial advisors who completed the Financial Advisory Program
and who are certified by Thailand’s Investment Banking Association.

Financial advisory and asset management business require good
relationship among the Company’s executives, including receive
information and commercial news to understand the clients’ background
and to be prepared for providing advise on choices or solutions to the
clients.

The major work processes in this business operation start from studying
the clients’ problems including a study of the related laws and
regulations to help solve each client’s problems, conducting due
diligence, interviewing management, reviewing necessary document, and
preparing cash flow projections and performing related analyses. The
team will work closely with other related business units (for details of
each work process, please see 4.1 The Company’s Services).

For the non-performing loan asset management business, the Company has a
solid, experienced team whose members have worked at financial
institutions on both selling and purchasing of NPL assets. Thus, the
Company’s executives and working teams are well-prepared with intensive
working experience in this particular area.

Meanwhile, experience in debt collection from the asset management
business enables the Company’s management to operate synergistically in
the Personal Loan and Consumer Finance business and other businesses
that require similar skills and experiences, for example outsourcing
business, collection business, and call center business. Moreover, one
of the Company’s major shareholders, International Finance Corporation
“IFC”, plays an important role in supporting the Company to expand the
business overseas.

4.5 Unfinished Projects

Asset management projects and financial and investment banking advisory
projects which are ongoing and are not expired or have been terminated
are classified as “unfinished projects”. Currently, projects in progress
in the non-performing loan asset management business comprised five
service contracts. Four of the contracts are in the process of closing
account receivables whereas one contract remains active which being
administered by ACAP (Malaysia) Sdn. Bhd., a subsidiary company, to
manage NPL portfolios in Malaysia. All of the terms of contract will be
expired in the midyear 2013. Under the financial advisory and investment
banking business, there are 6 projects in progress as of December 31,
2012. In the aspect of financial advisory, the total debt or fund
raising value is amounted to THB 21,500 million.