Part 1 Business Operations

1.  Policies and Overall Business Operations

    1.  Overall Policies of the Company and its Conglomerates as defined
        by the Board of the Company

The Gratitude Infinite Public Company Limited and its conglomerates are
the companies engaged in manufacturing, sourcing, developing, and
distributing chemical ingredients for

1. HPC business (Home Care, Personal Care, Cosmetics)

2. FBS business (Foods, Beverage, Supplement)

3. TC Business (Traditional Medicine, Conventional Medicine

4. PC Business (Plastics, Coating)

Business Philosophy: The Company is committed to four major philosophies
as follows

1.  Defragment meaning disciplines

2.  Develop meaning initiatives and creativity

3.  Dynamic meaning being adaptive to the changes

4.  Dedicate meaning devotion, commitment, loyalty, and sacrificing

Vision: Initiate and explore new creativity that leads to sustainability
and development of the organization and seek to meet all customers’
needs in all business aspects, including improving skills and implanting
good thoughts towards constant development to provide the highest
benefits to the society and the company itself.

Mission: Create strong confidence and trust; assure customers that we
are the best choice.

Value: To achieve the goals, the Company stays engaged to the following
five core values.

1.  Progression: Focus on constantly improving quality and effectiveness
    of products and services in order to meet customer’s satisfaction.

2.  Fairness: Keep the business transparent and rational by holding on
    to ethics associating customers, partners, employees, and
    shareholders.

3.  Stability: Fortify long-term strengths and stability of the business
    and the organization.

4.  Support: Promote and support creativity, enthusiasm, and success
    with appropriate rewards.

5.  Efficiency: Focus on efficient management to the desired targets.

    1.  Significant Changes and Improvements

  The Gratitude Infinite Public Company Limited (“Company” or “GIFT”)

1999 – Established with 5 million baht authorized capital

2005 – Increased the paid-up authorized capital from 5 million baht to
58 million baht

2007 – Increased the paid-up authorized capital from 58 million baht to
78 million baht

2010 – The Annual General Meeting of Shareholders (year 2010) of UKEM
(the parent company of GIFT) has approved the Union Intraco Co., Ltd.
(the original name of the company) to increase the authorized capital
and become a public company and registered the common stocks to the
Market for Alternative Investment (Spin-Off) by selling the initial
public offering (IPO) which resulted in the decrease of the share
proportion of UKEM from 99.99 percent of the paid-up before the IPO to
59.99 percent of the paid-up capital after the offering IPO.

2011 – Increased the paid-up authorized capital from 78 million baht to
130 million baht

2013 – Increased the paid-up authorized capital twice: first, increased
to 181.99 million baht; second, increased to 212.33 million baht as
dividend paid in form of common stock.

2014 – Invested 19.99 million baht in the subsidiary in order to become
a factory engaged in manufacturing collagen. Later in December 2014, the
company has officially changed its name from Union Intraco PCL to
Gratitude Infinite PCL and increased the paid-up authorized capital to
302.69 million baht as dividend paid in form of common stock as well.

2015 – Increased the paid-up authorized capital from 302.69 million baht
to 454.03 million baht as for the issuance of the warrants (GIFT-W1)

2.  Shareholding Structures of the Companies

The Gratitude Infinite PCL, as of December 31, 2015, has paid-up
authorized capital of 302.69 million baht and UKEM holds 59.99 percent
of the stocks.

The Lavish Laboratory Co., Ltd., a subsidiary of GIFT, as of December
31, 2015, has paid-up authorized capital of 30 million baht and GIFT
holds 79.99 percent of the stocks, engaging in manufacturing and
distributing dietary supplements.

3.  Relations with the Business of Major Shareholders

Trades of goods, warehouse rent, overdue payments of account receivables
– account payables – other creditors as specified in Section 12
“Transactions”

2.  Business Operations

2.1 Products

The companies are the companies engaged in manufacturing, sourcing,
developing, and distributing chemical ingredients for

1. HPC business (Home Care, Personal Care, Cosmetics)

2. FBS business (Foods, Beverage, Supplement)

3. TC Business (Traditional Medicine, Conventional Medicine

4. PC Business (Plastics, Coating)

Products are grouped into 2 categories in accordance with the customer’s
need.

1.  Original Demands: Customers can placed a pre-order every 2-3 months,
    then, the company will proceed to plan for orders from suitable
    suppliers, define quality and timing as required by customers and
    proceed on to customs clearance. If any product requires other
    licenses, the company will get the documents prepared (depends on
    the case) then proceed to storing and delivery the products on time.

2.  New Demands: classified into 2 categories

    1.  New products on demand based on customer’s requirements: In case
        that the customer has a clear desire in a certain product but
        cannot find any reliable supplier, the company will seek for the
        source of production that is in line with customer’s
        requirements.

    2.  New products on demand based on the popularity of the global
        market: The Company will seek for the source of production that
        is globally credible and with current popularity and offer the
        products to the certain customers with the matched conceptual
        ideas regarding the products. The development of the products
        will be done collaboratively between the Company and customer.

The Products mentioned in the item no.2 is required to be developed
together with the client. The company is responsible for offering the
products and innovations from various suppliers in order to compare the
price, quality, and capability to produce in conjunction with other
products of customers.

2.2 Marketing and Competition

Marketing Strategies

Active Marketing: As the Company gives precedence to building long-term
relationship with its customers, the teams of sales representatives,
marketing, and research and development are assigned to be one-stop
service provider offering technical support and customer care, treating
them like a family member, in order to truly understand the needs of
customers and resolve any issue efficiently and in a timely manner.

Passive Marketing: The Company has strengthened the marketing channels
in order to support some certain products, such as dietary supplements
and so forth, using online media such as social media, social networks,
and websites, to support future growth. Moreover, the mentioned media
are also used to communicate directly to the investors or those who are
interested in the company’s activities.

Competitive Strategies

1.  Form a team of sales: Recruit a team consisted of selected personnel
    who has knowledge and experience in related fields in order to
    fulfil customer’s needs, truly understands the products, and has
    effective problem solving skills. Additionally, in order to expand
    the capacity of the team, the Company encourages constant
    participation in trainings and seminars.

2.  Research and development: As the Company gives value to research and
    development, therefore, the department of R&D for both HPC and FBS
    was established and the standard laboratories are situated in 3
    locations as follows:

-   Head Office at Phutthamonthon Sai 4 Road for HPC Products

-   Production Plant in Nakhon Pathom Province for FBS Products

-   Warehouse in Samut Prakarn Province for HPC Products

All 3 laboratories are capable to run the test on physical and chemical
properties, microbial contamination of the products, and producing
samples of certain products.

3.  Cost Management

-   Direct Costs: The Company always compares quality and prices between
    at least 3 suppliers. Moreover, the Company also studies the trend
    of the prices in order to gain supporting details beneficial to
    making decision on purchase. In addition, the Company also control
    the volatility of the exchange rates in order to reduce impacts on
    product costs.

-   Indirect Costs: The Company has planned to collect retrospective
    data regarding other costs such as charges for sea, land, and air
    freights in order to compare and reflect the stated costs on other
    significant factors such as oil price in order for the Company to be
    able to manage the costs rationally, including other service charges
    that incur which are warehouse rental fees and services.

4.  Process Management: The Company has designed the process management
    into 3 methods

-   Price Control: Set credit limits, volume of purchase per one order,
    control the price of minimum sales in order to fulfil the sales
    process and reduce other risks since the early stage.

-   Store Control: At present, the company owns 3 warehouses and storage
    is based on the features of the products and locations of customers
    for ease of transport.

-   Transport Control: The transportation is done by the third party
    under the control of the Company.

Target Customers

1.  HPC business (Home Care, Personal Care, Cosmetics)

2.  FBS business (Foods, Beverage, Supplement)

3.  TC Business (Traditional Medicine, Conventional Medicine

4.  PC Business (Plastics, Coating)

In 2015, major customers fell into the HPC business with total revenue
proportion of 75 percent of the sales, superior to PC, TC, and FBS
business respectively which the revenues of the sales by business during
2013-2015 are as shown in the following table.

Revenue Proportion by Customers

  ---------------------------- --------- --------- --------- --------- --------- ---------
  Customers                    2013                2014                2015      

                               million   percent   million   percent   million   percent
                               baht                baht                baht      

  HPC Business                 425.32    63.88     595.05    72.87     539.37    74.77

  FBS Business                 86.28     12.96     46.42     5.69      44.46     6.16

  TC Business                  48.02     7.21      51.30     6.28      45.28     6.28

  PC Business                  106.15    15.95     123.77    15.16     92.29     12.79

  Total Revenues of Sales      665.77    100.00    816.54    100.00    721.40    100.00
  ---------------------------- --------- --------- --------- --------- --------- ---------

Distribution Channels

The Company distributes the products through 2 channels.

1. Distributed by the sales team of the Company along with presenting
products information and providing technical advice in order to fulfil
customer’s needs and make sure that customers are getting information
that is useful and beneficial to research and development of the
products as required.

2. Distributed through online social media and networking and websites
in order to increase the numbers of channels for faster distribution and
quicker access to customers.

1.  Products Sourcing

Products Purchase

Most of the products distributed by the Company are made in foreign
countries. Over 83 percent are the purchased from foreign manufacturers
or representatives. The selection on manufacturers are based on their
features of products that are in line with customers’ requirements. As
each of the manufacturers are using different technologies and materials
for production, therefore, the products of each manufacturers are
different even though they are the same kind. Moreover, the Company also
takes into account the quality, standard, and technology of the
manufacturers by purchasing the products from high quality
manufacturers—the purchased products must come with certificates from
the manufacturers and detailed documents describing the product
features.

The Company has set up a purchase plan in accordance with the inventory
management policy in order to prevent shortage of products. Since some
of the manufacturers have their production bases in Europe which could
take up to 2-3 months to ship the products and there are no other
manufacturers in nearby region that could produce the substitute goods,
as well as some of the products require raw agricultural materials which
involves factors regarding harvest season, therefore, the Company has to
maintain the inventories to appropriate level and aligned with
customer’s requirements in order to prevent shortage of products
(inadequate to distribute) and to prevent the problems of too much
inventory.

In 2013 – 2015, the Company had placed orders to major manufacturers.
The first 10 manufacturers proportionated to 68-76 percent of the total
purchase amount for each year. Only 3 of the major manufacturers which
proportionated over 10 percent were of different names each year. The
Company has been purchasing goods from the mentioned manufacturers for a
long time and has remained in good relationships all along. However, in
2013 – 2015, the Company had not purchased from any manufacturer over
the proportion of 20 percent of the total purchase amount for the
certain year.

Store and Delivery of Products

The Company employs 3 warehouses as follows.

1.  The Company’s Warehouse, located at 219/12-15, Moo 6, Soi Suksawat
    78, Nai Klong Bang Plakod Sub-district, Prasamut Jedi District,
    Samut Prakan Province, on a land of 1-0-20 Rai—a storage warehouse
    with usable area of 1,200 square meters.

2.  Rented Warehouse, located at 350-350/1-4 Soi Suksawat 64, Bang Pueng
    Sub-district, Phra Pradaeng District, Samut Prakan Province—a
    storage warehouse with usable space of 320 square meters that the
    Company has rented from Union Petrochemical PCL with 1-year contract
    term dated as of July 1, 2015 to June 30, 2016.

3.  Rented Warehouse, located at 240/2, Moo 14, Bang Na – Trad Road.,
    Bang Phli Yai Sub-district, Bang Phli District, Samut Prakan
    Province—it is a storage warehouse with usable space of 1,000 square
    meters that the Company has rented from Grand Emporium Logistics
    Co., Ltd., with 3-year contract term dated as of August 1, 2015 to
    August 1, 2018.

Transportation of goods from all 3 warehouses to customers are done by
external transportation company of which holds transportation
certificates and provides insurance for damages due to transportation.

Relevant Organizations and Laws

The firm must comply with Ministry of Industry’s laws and regulations in
importing, storing and transporting chemical s which are regarded as
hazardous materials as specified in Hazard Substances Act B.E. 1992. The
hazardous materials are separated into four categories as follows.

Hazardous Substance Type 1 – the hazardous materials of which producing,
importing, exporting or occupying are required to follow the determined
criteria and approaches.

Hazardous Substance Type 2 -- the hazardous materials of which
producing, importing, exporting or occupying are required to inform the
officials earlier and must comply with the determined criteria and
approaches.

Hazardous Substance Type 3 -- the hazardous materials of which
producing, importing, exporting or occupying are required to obtain a
permit.

Hazardous Substance Type 4 – the hazardous materials of which producing,
importing, exporting or occupying are prohibited.

Ministry of Industry has announced the lists of hazardous materials
along with relevant organizations. The duties and responsibilities of
each organization are divided according to the purpose of use. Those who
manufacture, import, export or occupy the hazardous materials specified
in the lists must follow the regulations and announcement of concerned
units such as

1. Department of Industrial Works responsible for any hazardous
chemicals used in industry.

2. Department of Agriculture responsible for hazardous materials used in
agriculture except for the ones used in aquaculture.

3. Department of Fisheries responsible for hazardous materials used in
aquaculture.

4. Food and Drug Administration responsible for hazardous materials used
in household or public health.

5. Office of Atoms for Peace responsible for radioactivity.

6. Department of Energy Business responsible for petroleum gas.

To import chemicals from oversea countries, it is necessary that the
firm inspect the category of hazardous materials for obtaining a permit
and register hazardous materials directly to the organizations as
indicated in Hazard Substances Act, also informing the Customs
Department. Customs tariff will be rated based on Customs Tariff Act
B.E. 1987.

1.  Undelivered Jobs

-None-

3.  Risk Factors

Risk arising from a change of product cost

Due to the company, we receive customers’ purchase order for 2 – 3
months in advance so as to build trust towards the customers. This
ensures that they will receive products in time and we are able to
continuously produce according to the purchase order. With regards to
previous statements, it may affect the product cost to be fluctuated
because of 2 reasons. First, direct product costs which are from
chemical and agricultural products. Second, currency rate.

According to these 2 reasons, the company is trying to achieve risk
reduction as follows:

1. Regarding the cost of direct products and materials, the company will
study the background of each whether where those come from as well as
closely track the demand tendency. Besides, we will exchange information
with various producers in order to get to the clear conclusion.

2. Regarding the currency rate, the company has an explicit policy to
reduce risk of currency in terms of USD or EUR which are the 2 main
currencies we always spend on product purchase. We will basically
consider the product price and cost on the date we receive the
customers’ purchase order. We will not spend on purchase with those
currency exceeding to our demand. Also, every time we make a purchase,
we will do little by little so as to share purchasing cost equally.
Besides, we will closely track the significant information that may have
impacts on those 2 currencies including THB.

As of 2014, the company earned THB 0.58 million as a profit from the
currency rate. In the following year, 2015, we earned THB 0.60 million.
The reasons of profit and loss from the currency rate of each year
derive from THB and USD currency fluctuations.

Risk from account receivable

At the end of 2014 – 2015, the company had total account receivable of
THB 232.10 million and THB 193.03 million respectively; the average
collection periods were 88 and 106 days respectively. In December 31,
2015 the company had total account receivable around 26.46% of total
asset. The account receivables who are in trouble of paying debt or
behind the payment over 12 months, we set doubtful accounts for THB 0.18
million. We will consider the tendency of repayment from each customer
or those account receivables who are already impeached. However, due to
the fact that the asset-to-total-asset is high, if we have repayment
problems and it becomes bad debts, it may affect the company’s liquidity
and operation.

The considerations of paying-debt period are divided by overall types of
customer operations. For instance, the customer operations of household,
body care, and cosmetics products; we will allow 30 – 60 days of credit.
However, for other operations like food and beverage, supplement, and
traditional and modern medicines; these products will be permitted for
30 – 90 days of credit. The consideration policy to grant a credit for
customers depends on both business types and customers’ past records of
product order and payment. Marketing and accounting departments will
coordinate together for revising and considering how long and how much
of credit terms they should grant for the customers. This way the
company will be able to adjust consideration for appropriate credit
terms and financial amounts to the quality of account receivables and
customers.

The director gives priority to tracking of accrual account receivables
by having the accounting department to show lists of accrual customers
and letting them know monthly. In addition, the accountants will audit a
balance sheet before allowing and approving the repayment period. Also,
they will set up strict measures for several levels of accrual account
receivables; for instance, contacting, sending a written letter; if it
exceeds 90 days of repayment period, we will have the company’s attorney
accused them for repayment as we have done since 2008. Then, we are able
to limit the amount of bad debts. In December 31, 2015, the company had
account receivables who had not reached the due date of payment worth
around THB 134.12 million. The amount is divided into 2 types as
follows. First, the less-than-3-month accrual account receivables worth
THB 58.64 million derived from the overlap of invoice placement and
cheque receive periods. Second, the 3 – 6 months accrual account
receivables worth THB 0.24 million, these were former customers who
started to be in financial trouble. However, we have already done legal
actions and collected all debts completely in January 26, 2016.

Risk from storage and transportation

Storage

The company has a warehouse for storing over 150 things; each of them
are risky that is why we need to store separately.

1. Temperature-controlled products are what we have to be concerned from
the very first steps which are customs formality, distribution, and
collection in the warehouse that is less than 25 degrees; we have
already prepared the proper place.

2. Aged products; most of our products can be kept appropriately over 2
years. However, we have the policy to control inventories that are aged
than 2 years to be reached to customers before expiration.

3. Inflammable products; the products are stored in prompt places. If an
emergency occurs, the company will be ready to solve urgently as we have
fire protection system, primary fire extinguishers including educating
daily personnel.

If the emergency occurs, the company already has an annual insurance for
every warehouse that covers fire, robbery, and natural disasters; the
insurance company will assess from the average value of 6-month
inventory including all asset values. We have total insurance for all
warehouses worth around THB 141.50 million.

As of December 31, 2015, the company had a number of inventories worth
THB 125.86 million consisting of THB 107.98 million for processed goods,
THB 17.71 million for goods in transit, and THB 0.17 million for
packages. These amount deducted from 2014 which had the inventories
around THB 129.84 million consisting of THB 101.79 million for processed
goods, THB 27.76 million for goods in transit, and THB 0.29 million for
packages.

Distribution

The company assesses the risk of distribution in 3 issues as follows:

1. Product distribution is not in line with purchase order. The company
issues work manual distributed to every warehouse. The details inside
the work manual talking about type, size, and picture of products so as
to make staff understand the actual characteristic of products and
reduce the above mistake. Moreover, we prepare supporting documents
specifying name, package, and shipping amount of products for more
accurate communication between warehouses and distributors.

2. Damaged goods in transit. The damage can be occurred in 2 main ways
as follows.

- The goods are improperly kept on the truck causing them to move out,
or fall off during transition. We have urged the responsible personnel
to check physical condition of the goods prior to transportation.

- The goods are not transported in the right condition. For instance,
the temperature-controlled products are shipped on the truck that does
not have temperature control system causing the products to be damaged.
In this case, we will take care of it and inspect responsible employers
including the truck whether they are all qualified.

3. Accidents during transportation. Most of company’s products are not
dangerous ones. Even though the accidents occur, it just affect late
duration of transportation or product damage itself. We urge for
cooperation from shippers to have product insurance so as to reduce
primary risks. Moreover, we have inflammable products we need to closely
take care of. Hence, hiring shippers will be stricter in many aspects of
qualification. For instance, they are required to have type 4 of driving
license (for truck drivers carrying inflammable products). Besides, the
truck must be in a good condition as well as the readiness of truck
driver on each shipment. The company will urge warehouse staff to assess
all 3 aspects, if one cannot pass the assessment, the shippers must
change either one aspect to be ready for transportation immediately.

Nowadays, the company has hired both juristic person and ordinary person
for all-type of product shipment. There are 6 persons hired with
considerations of price, quality, punctuality, and manner. In addition,
we urge for cooperation from all shippers to have the insurance for
every shipment according to product values including to train and assess
the performance of operator annually. If any of them do not pass the
assessment, we will warn and give them time to improve the shipment in
accordance with qualified standard.

Risk from domestic economic situation

Due to the fact that over 95% of our customers are producers in Thailand
and belong to business alliances – HPC and FBS – meaning that the
domestic economy or other determinants such as GDP, inflation rate,
employment rate, and interest rate including state policy and other
incentive plans for economy are able to foresee the business tendency.
The tendency of which whether the business will have an opportunity to
grow or not. However, the 2 business alliances – HPC and FBS – are
considered to have strong progress in the last 3 years over 7 – 10%
continuously. The overall company’s risk will be closely tracked and
assessed from the impact of those determinants compared to business
alliances every quarter so as to operate and expand business thoroughly
and efficiently.

4.  Assets Employed in Business Operations

4.1 Major Permanent Assets Employed in Business Operations

As of December 31, 2015, the Company and its conglomerates have employed
the following permanent assets in business operation.

+------------------------------------+-----------+--------+-----------+
| Type of Assets                     | Net Book  | Own    | O         |
|                                    | Value     | ership | bligation |
|                                    | (Million  |        |           |
|                                    | baht)     |        |           |
+====================================+===========+========+===========+
| Land lot of 1-1-46 Rai             | 38.64     | Owner  | -none-    |
|                                    |           |        |           |
| Located at 9/8, Moo 5, Sala        |           |        |           |
| Thammasoph,Thawee Wattana, Bangkok |           |        |           |
+------------------------------------+-----------+--------+-----------+
| Land lot of 1-0-20 Rai             | 8.40      | Owner  | -none-    |
|                                    |           |        |           |
| Located at 219/12-15, Moo 6, Soi   |           |        |           |
| Suksawat 78,                       |           |        |           |
|                                    |           |        |           |
| Nai Klong Bang Plakod              |           |        |           |
| Sub-district, Prasamut Jedi        |           |        |           |
| District, Samut Prakan Province    |           |        |           |
+------------------------------------+-----------+--------+-----------+
| Land lot of 1-0-0 Rai              | 2.00      | Owner  | -none-    |
|                                    |           |        |           |
| Located at 26/1, Moo 4, Soi Wat    |           |        |           |
| Sathian Rattanaram, Petchkasem     |           |        |           |
| Road, Srisathong Sub-district,     |           |        |           |
| Nakhon Chaisri District, Nakhon    |           |        |           |
| Pathom Province                    |           |        |           |
+------------------------------------+-----------+--------+-----------+
| 2-Story office building            | 22.46     | Owner  | -none-    |
+------------------------------------+-----------+--------+-----------+
| Storage warehouse                  | 8.32      | Owner  | -none-    |
+------------------------------------+-----------+--------+-----------+
| Office building and factory,       | 8.98      | Owner  | -none-    |
| Nakhon Pathom Province             |           |        |           |
+------------------------------------+-----------+--------+-----------+
| Building improvements under        | 0.13      | Owner  | -none-    |
| leasehold                          |           |        |           |
+------------------------------------+-----------+--------+-----------+
| Office stationery and decorations  | 3.11      | Owner  | -none-    |
+------------------------------------+-----------+--------+-----------+
| Machines, tools, and utilities     | 15.09     | Owner  | -none-    |
+------------------------------------+-----------+--------+-----------+
| Vehicles                           | 10.40     | Owner  | Leasing   |
|                                    |           |        | Contract  |
+------------------------------------+-----------+--------+-----------+
| Assets under installation and      | -         | -      | -         |
| under construction                 |           |        |           |
+------------------------------------+-----------+--------+-----------+
| Total                              | 117.53    |        |           |
+------------------------------------+-----------+--------+-----------+

4.2 Significant Contract in Business Operations

Storage Warehouse Rental Agreement

+---------------------+-----------+--------------+-------------------+
| Type of Assets      | Rental    | Contract     | Other Details     |
|                     | F         | Parties      |                   |
|                     | ees/Month |              |                   |
+---------------------+-----------+--------------+-------------------+
| Warehouse           | 40,000    | Union        | Term: 1 year      |
|                     | baht      | P            |                   |
| Location:           |           | etrochemical | (from July 1,     |
| 350-350/1-4         |           | PCL          | 2015 to June 30,  |
|                     |           |              | 2016)             |
| Soi Suksawat 64,    |           |              |                   |
|                     |           |              | Rental Area: 320  |
| Bang Pueng          |           |              | SQ.M.             |
| Sub-district,       |           |              |                   |
|                     |           |              | Rental fee: 125   |
| Phra Pradaeng       |           |              | baht/SQ.M.        |
| District,           |           |              |                   |
|                     |           |              |                   |
| Samut Prakan        |           |              |                   |
| Province            |           |              |                   |
+---------------------+-----------+--------------+-------------------+
| Warehouse           | 140,000   | Grand        | Term: 3 years     |
|                     | baht      | Emporium     |                   |
| Location: 240/2,    |           | Logistics    | (from August 1,   |
| Moo 14, Bang Na –   |           | Co., Ltd.    | 2015 to August 1, |
| Trad Road.,         |           |              | 2018)             |
|                     |           |              |                   |
| Bang Phli Yai       |           |              | Rental Area:      |
| Sub-district, Bang  |           |              | 1,000 SQ.M.       |
| Phli District,      |           |              |                   |
|                     |           |              | Rental fee: 140   |
| Samut Prakan        |           |              | baht/SQ.M.        |
| Province            |           |              |                   |
+---------------------+-----------+--------------+-------------------+

Business Cooperation Agreement

Contract parties : Union Petrochemical PCL : UKEM

Gratitude Infinite PCL : GIFT

Agreement term : 2 years from the date of signing (signed on January 10,
2015)

Essence of Agreement : To define the scope of business of each company
in accordance with the framework of the Memorandum of Understanding
business operations (See details in Section 2 “Business Operations”)
whereas both parties will not distribute products from the same
category, same chemical names, and of the same grade in order to prevent
the overlap in operations and to prevent conflicts of interests that
might happen in the future. Also, to define standards for inspection of
overlapping operations by internal auditors of each company which is
obliged to report to the board of investigation of each company every
quarter. As well as to define the code of conduct to quell the conflicts
of interest and determine penalties between each party in case of
contract violation. In the event that the overlapping operations occur,
it must be reported to the shareholders of both parties in the notice of
AGM in the year the event occur.

Contract Renewal : This agreement is valid for 2 years from the date
this agreement is made. When it reaches the maturity, this agreement
will still be effective for 2 more years. This agreement shall be
terminated when the shareholding structures or the business structures
are changed but without conflicts of interest between UKEM and GIFT.

However, the board of both parties might jointly consider on amendments
of the contract in order to keep up with the changes of economic
condition and business operations in the future, in order to cooperate
in the business under the objectives of both parties without causing
conflicts of interest and must not be contrary to the objectives of this
agreement.

5.  Legal Disputes

As of December 31, 2015, the Company has not been a litigant or parties
in a lawsuit for the following cases.

-   Cases that might bring negative impacts to the assets of the Company
    or its conglomerates that amounts higher than 5 percent of the
    proportion pf the shareholders as of December 31, 2015.

-   Cases that bring significantly negative impacts on the business
    operations of the Company that cannot be calculated into figures.

-   Cases that are not caused by the regular business operations of the
    Company.

6.  General Information and Other Details

    1.  General Information

Company Name : Gratitude Infinite Public Company Limited

Address of Head Office : 9/8 Moo 5, Sala Thammasoph, Thawee Wattana,
Bangkok 10170

Address of Warehouse : 219/12-13 Moo 6, Nai Klong Bang Plakod
Sub-district, Prasamut Jedi District, Samut Prakan 10290

Business Type : Manufacturing, Sourcing, Developing, and Distributing
chemical ingredients

Registration Number : 0107553000140

Paid-up Authorized Capital : 454,029,949

Paid-up Common Stocks : 302,686,717

Telephone : (662) 888-6800

Fax : (662) 888-7200

Investor Relations : Miss Pinyadapatch Suwanchanawich

Home Page : www.gratitudeinfinite.co.th

E-mail : info@gratitudeinfinite.co.th

Registrar

Company Name : The Thailand Securities Depository Co., Ltd. (TSD)

Address : 93 FL.14 Ratchadaphisek Road, Dindaeng, Dindaeng, Bangkok
10400

Telephone : (662) 009-9385

Fax : (662) 009-9476

Auditors

Names : Mrs. Chonlaros Suntiasvaraporn, CPA Reg No. 4523 And/Or

Miss Siraporn Ouaanunkun, CPA Reg No. 3844 And/Or

Mr. Supachai Phanyawattano, CPA Reg No. 3930

  Company Name : E Y OFFICE co., Ltd.

Address : 33rd Floor, Lake Rajada Office Complex, 193/136-137 New
Rajadapisek Road, Khlong Toei, Bangkok 10110, THAILAND

Telephone : (662) 264-0777

Fax : (662) 264-0789 ถึง 900

2.  Other Details

-None-