PART 1

THE COMPANY’S BUSINESS

1. Policy and Overview of the Company’s business

KGI Securities (Thailand) Public Company Limited (“the Company”) was
incorporated as a public limited company under the Public Limited
Companies Act. Whereby it has been operating securities businesses and
has been licensed and approved by the Office of the Securities and
Exchange Commission (“SEC”) to operate the following businesses.

(a) Securities brokerage

(b) Securities dealing

(c) Investment advisory

(d) Securities underwriting

(e) Securities borrowing and lending

(f) Securities registrar

(g) Derivatives brokerage

(h) Financial advisory

(i) Over-the-Counter (OTC) derivative business and

(j) Sales agent in investment units of mutual funds in the areas as
specified by the SEC.

In addition, the Company has investments in 3 subsidiaries, as described
in section 1.3 of this form 56-1.

The Company's head office is located on the 8^(th) -11^(th) floors of
Asia Centre Building, No. 173 South Sathorn Road, Thungmahamek
Sub-district, Sathorn District, Bangkok 10120. As at 31^(st) December
2014, the Company has altogether 17 branches, in Bangkok and other
provinces.

  ----------------------- ----------------------- -----------------------
  Bangkok                 Provincial              

  1) Pin Klao Branch      1) Hat Yai Branch       7) Chiang Rai Branch

  2) Changwattana Branch  2) Nakhon Ratchasima    8) Phetchaburi Branch
                          Branch                  

  3) Thapra Branch        3) Samut Sakhon Branch  9) Udon Thani Branch

  4) Silom Center Branch  4) Suphan Buri Branch   10) Nakhon Pathom 2
                                                  Branch

  5) Silom Complex Branch 5) Nakhon Sawan Branch  11) Udon Thani Cyber
                                                  Branch

  6) Pracha Chuen Branch  6) Nakhon Pathom 1      
                          Branch                  
  ----------------------- ----------------------- -----------------------

The Company is recognized as one of the leaders in innovation in the
development of financial products, giving more alternatives to clients.
The Company’s developments were as follows:

 The first securities company acting as a principal and agent of SBL
services

 The first securities company providing OTC Derivatives services

 The first and only securities company acting as Market Maker and
Participating Dealer of ThaiDEX SET50 ETF (TDEX), Thailand’s first
Equity ETF

 The first securities company to launch Derivative Warrant in Thailand

 The first securities company providing Private Repo

1.  Policy of the Company’s business

Vision

All the actions of the Company are rooted in the principles of integrity
and honesty, which are the guiding principles of our professional
workforce. Providing the very best in financial management and advice is
the Company’s vocation and duty. At the same time, as a responsible
corporate citizen, the Company has made it a policy to share the fruits
of its success with all of its employees, shareholders and clients,
while also making substantial contributions to society.

Objective

The objective of the Company is to engage in securities and other
financial businesses, and to offer the highest level of service to its
clients and to effectively advise and assist in managing clients’ assets
whilst always acting in an ethical and positive way.

Goal

The company's goal is to offer a full range of financial services and to
be a leader in innovation and in new product development. The Company
also aims to diversify its income in order to provide earnings stability
and to operate successfully in all conditions.

Strategy

 To expand and diversify its client base, both local and foreign.

 To develop new and innovative products and financial services covering
the full range of client needs.

 To train and educate the Company’s employees and clients about all new
products.

 To deliver excellent service and to build strong relationships between
employees and clients.

 To constantly adapt to changing markets and conditions.

AWARDS AND ACHIEVEMENT

+-----------------------------------------------------------------------+
| +-----------------------------+--------+---+-----------------------+  |
| | > TFEX BEST AWARD           |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2557 / 2014                 |   Most |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Active |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  House |   |                       |  |
| |                             |        |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Prop-T |   |                       |  |
| |                             | rading |   |                       |  |
| |                             |   of   |   |                       |  |
| |                             |   the  |   |                       |  |
| |                             |   Year |   |                       |  |
| |                             |   (    |   |                       |  |
| |                             | 1^(st) |   |                       |  |
| |                             |        |   |                       |  |
| |                             | place) |   |                       |  |
| |                             |        |   |                       |  |
| |                             |   Best |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Market |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  Maker |   |                       |  |
| |                             |   for  |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Equity |   |                       |  |
| |                             |   P    |   |                       |  |
| |                             | roduct |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2556 / 2013                 |   Most |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Active |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  House |   |                       |  |
| |                             |        |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Prop-T |   |                       |  |
| |                             | rading |   |                       |  |
| |                             |   of   |   |                       |  |
| |                             |   the  |   |                       |  |
| |                             |   Year |   |                       |  |
| |                             |   (    |   |                       |  |
| |                             | 1^(st) |   |                       |  |
| |                             |        |   |                       |  |
| |                             | place) |   |                       |  |
| |                             |        |   |                       |  |
| |                             |   Best |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Market |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  Maker |   |                       |  |
| |                             |   for  |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Equity |   |                       |  |
| |                             |   P    |   |                       |  |
| |                             | roduct |   |                       |  |
| |                             |        |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  Agent |   |                       |  |
| |                             |   of   |   |                       |  |
| |                             |   the  |   |                       |  |
| |                             |   Year |   |                       |  |
| |                             |   (    |   |                       |  |
| |                             |        |   |                       |  |
| |                             | 3^(rd) |   |                       |  |
| |                             |        |   |                       |  |
| |                             | place) |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2553 / 2010                 |   Most |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Active |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  House |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2549 / 2006                 |   Best |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  House |   |                       |  |
| |                             |   of   |   |                       |  |
| |                             |   the  |   |                       |  |
| |                             |   Year |   |                       |  |
| |                             |        |   |                       |  |
| |                             |   Most |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Active |   |                       |  |
| |                             |        |   |                       |  |
| |                             |  House |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > TFEX SET50 FUTURES AWARDS |   TFEX |   |                       |  |
| | 2014                        |        |   |                       |  |
| |                             |  SET50 |   |                       |  |
| | 2557 / 2014                 |   F    |   |                       |  |
| |                             | utures |   |                       |  |
| |                             |        |   |                       |  |
| |                             | Awards |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > TFEX PROP-TRADING         |        |   |                       |  |
| | CHAMPION                    |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2555 / 2012                 | Most   |   |                       |  |
| |                             | Growth |   |                       |  |
| |                             | Ch     |   |                       |  |
| |                             | ampion |   |                       |  |
| |                             | Award  |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2554 / 2011                 | Most   |   |                       |  |
| |                             | Growth |   |                       |  |
| |                             | Trader |   |                       |  |
| |                             | Award  |   |                       |  |
| |                             |        |   |                       |  |
| |                             | TFEX   |   |                       |  |
| |                             | Best   |   |                       |  |
| |                             | Trader |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > FUTURES NETWORKING FORUM  |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2549 / 2006                 | Top    |   |                       |  |
| |                             | Star   |   |                       |  |
| |                             | Most   |   |                       |  |
| |                             | Active |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > THAI BMA AWARDS           |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2556 / 2013                 | Best   |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | Secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | Firm   |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2555 / 2012                 | Best   |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | Secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | Firm   |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2553 / 2010                 | Best   |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | Secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | Firm   |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2552 / 2009                 | Best   |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | Secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | Firm   |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2550 / 2007                 | Best   |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | Secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | Firm   |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| |   > THE ASSET BENCHMARK     |        |   |                       |  |
| |   SURVEY                    |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2549 / 2006                 | Best   |   |                       |  |
| |                             | Cor    |   |                       |  |
| |                             | porate |   |                       |  |
| |                             | Bond   |   |                       |  |
| |                             | House  |   |                       |  |
| |                             | (Th    |   |                       |  |
| |                             | ailand |   |                       |  |
| |                             | Baht)  |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > SET CONGRATULATIONS       |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2552 / 2009                 | The    |   |                       |  |
| |                             | C      |   |                       |  |
| |                             | ompany |   |                       |  |
| |                             | became |   |                       |  |
| |                             | the    |   |                       |  |
| |                             | first  |   |                       |  |
| |                             | secu   |   |                       |  |
| |                             | rities |   |                       |  |
| |                             | c      |   |                       |  |
| |                             | ompany |   |                       |  |
| |                             | in     |   |                       |  |
| |                             | Th     |   |                       |  |
| |                             | ailand |   |                       |  |
| |                             | to     |   |                       |  |
| |                             | launch |   |                       |  |
| |                             | Deri   |   |                       |  |
| |                             | vative |   |                       |  |
| |                             | Wa     |   |                       |  |
| |                             | rrants |   |                       |  |
| |                             | (DW).  |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | > SET AWARDS                |        |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2557 / 2014                 | Outst  |   |                       |  |
| |                             | anding |   |                       |  |
| |                             | Deriv  |   |                       |  |
| |                             | atives |   |                       |  |
| |                             | House  |   |                       |  |
| |                             | Awards |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
| | 2548 / 2005                 | MAI    |   |                       |  |
| |                             | Newly  |   |                       |  |
| |                             | Listed |   |                       |  |
| |                             | STAR   |   |                       |  |
| |                             | (Fin   |   |                       |  |
| |                             | ancial |   |                       |  |
| |                             | Ad     |   |                       |  |
| |                             | visor) |   |                       |  |
| +-----------------------------+--------+---+-----------------------+  |
|                                                                       |
| 1.2 Significant Development                                           |
+-----------------------------------------------------------------------+

The Company was found as the name of “The Goldhill Securities Company
Limited” on 7^(th) March 1975 with register no. 212/1975 and had three
licenses; securities broker, securities dealer, and investment advisory.
In 1986, Thai Farmers Bank Public Company Limited, Finance One Public
Company Limited, and a group of major shareholders of Finance One Public
Company Limited acquired Goldhill Securities Company Limited and changed
its name to “Securities One Company Limited.” on 15^(th) February 1988.

The Company registered as a public company with registered number
0107536000293 (formerly number Bor Mor Jor 103) and changed its name to
“Securities One Public Company Limited.” on 6^(th) May 1993.

In 1998, KGI Group became the major shareholder of the Company and
changed its name to “KGI Securities One Public Company Limited” on
12^(th) July 1999. Last, the Company changed its name to “KGI Securities
(Thailand) Public Company Limited” on 25^(th) May 2001. As of 31^(st)
December 2014, the Company has registered capital (issued and fully
paid - up) of Baht 1,991,763,130, comprised of 1,991,763,130 ordinary
shares of Baht 1.00 each.

Significant Developments in 2014

+-----------------+----------------------------------------------------+
| July 2014       | TRIS Rating affirms the company rating of the      |
|                 | Company at “BBB+” with the Rating Outlook is       |
|                 | “stable”                                           |
+-----------------+----------------------------------------------------+
| August 2014     | The company opened its 16^(th) branch, Prachachuen |
|                 | Branch                                             |
+-----------------+----------------------------------------------------+
| October 2014    | The company opened its 17^(th) branch, Udon Thani  |
|                 | Cyber Branch                                       |
+-----------------+----------------------------------------------------+
| November 2014   |   Ms. Suchada Sodthibhapkul, Managing Director,    |
|                 |   has retired from the Company effective on 1^(st) |
|                 |   November 2014. However, Ms. Suchada              |
|                 |   Sodthibhapkul will continue to be an Authorized  |
|                 |   Director of the Company. And the Company         |
|                 |   approved the appointment of Ms. Suchada          |
|                 |   Sodthibhapkul, Authorized Director, as the       |
|                 |   Executive Director of the Company for period     |
|                 |   November 2014 - October 2015                     |
+-----------------+----------------------------------------------------+
| November 2014   | The Company funded the “KGI Scholarship Project”   |
|                 | year 4 to help needy undergraduate students. From  |
|                 | 2011 until the end of 2014, the Company provided   |
|                 | 81 KGI scholarships at 9 universities. The total   |
|                 | value of the scholarships is approximatly Baht     |
|                 | 4.28 million.                                      |
+-----------------+----------------------------------------------------+
| November 2014   | The Company got "Outstanding Derivatives House     |
|                 | Award" from SET Awards 2014.                       |
+-----------------+----------------------------------------------------+
| December 2014   | The Company got 3 awards “Most Active House”,      |
|                 | “Prop-Trading of the Year” and “Market Maker Best  |
|                 | Performance (Equity Product)” from TFEX Best Award |
|                 | 2014.                                              |
+-----------------+----------------------------------------------------+
| January 2015    | The Company has been certified by the Collective   |
|                 | Action Coalition (CAC) as CAC’s certified members. |
+-----------------+----------------------------------------------------+
| January 2015    | The Company was appointed as one of a Market Maker |
|                 | of SET50 Options                                   |
+-----------------+----------------------------------------------------+

1.3 The Company’s Shareholding Structure

The Company has investments in 3 subsidiaries, One Asset Management
Limited (“ONEAM”), which is one of the leaders in Thailand’s asset
management market. And two offshore subsidiaries, which are KGI
Securities (Thailand) International Holdings Limited (“HOLDCO”) and KGI
(Thailand) Holdings Limited (“KTHL”). The purpose of these offshore
subsidiaries is to explore opportunities to invest oversea in future.

In 2014 the Company’s total revenues of Baht 2,583.64 million, of which
contribution from ONEAM accounted for 14.76%, and that from KTHL 0.03%.
The Company’s Shareholding Structure are as follws:

+------------------------+---------+------------+-------+------------+
| Subsidiaries           | Cou     | Bus        | %     | Revenues   |
|                        | ntry of | iness Type | ho    | as a       |
| As of 31^(st) December |  Incorp |            | lding | percentage |
| 2014                   | oration |            |       | to the     |
|                        |         |            |       | co         |
|                        |         |            |       | nsolidated |
|                        |         |            |       | totals (%) |
+------------------------+---------+------------+-------+------------+
| One Asset Management   | T       | Fund       | 99    | 14.76%     |
| Limited (“ONEAM”)      | hailand | Management |       |            |
+------------------------+---------+------------+-------+------------+
| KGI Securities         | Hong    | Investment | 100   | -          |
| (Thailand)             | Kong    |            |       |            |
| International Holdings |         |            |       |            |
| Limited (“HOLDCO”)     |         |            |       |            |
+------------------------+---------+------------+-------+------------+
| KGI (Thailand)         | British | Investment | 100   | 0.03%      |
| Holdings Limited       | Virgin  |            |       |            |
| (“KTHL”)               | Islands |            |       |            |
+------------------------+---------+------------+-------+------------+

Shareholding Structure of the group

The Company’s subsidiaries information

A. One Asset Management Limited (“ONEAM”)

One Asset Management Limited (“ONEAM”) was established on 19^(th) March,
1992 with registered capital of Baht 100 million (fully paid-up). As of
31^(st) December 2014, ONEAM has its registered capital of Baht 105
million (fully paid-up) with KGI Securities (Thailand) Public Company
Linited holding 99%, ONEAM’s directors and employees holding 1% of
outstanding shares.

ONEAM offers many types of funds to provide its clients with investment
alternatives to suit their diversified investment requirements. The
mutual funds under ONEAM are as follows:

1.  Equity Fund 5. Long Term Equity Fund

2.  Fixed Income Fund 6. Foreign Investment Fund

3.  Mixed Fund 7. Country Fund

4.  Retirement Mutual Fund 8. Property Fund

B. KGI Securities (Thailand) International Holdings Limited (“HOLDCO”)

Formerly known as “KGI Securities One International Holdings Limited”, a
wholly owned offshore subsidiary established in Hong Kong. Its name was
changed to “KGI Securities (Thailand) International Holdings Limited
(“HOLDCO”)” on 7^(th) December, 2001. The purpose of the subsidiary is
to explore for opportunities to invest overseas in future.

C. KGI (Thailand) Holdings Limited (“KTHL”)

KGI (Thailand) Holdings Limited (“KTHL”), a wholly owned offshore
subsidiary established in British

Virgin Islands. The purpose of the subsidiary is to explore for
opportunities to invest overseas in future.

Policy for group operations

The Company and its subsidiaries have hired professional managers and
the Company also appointed persons to be directors for setting policies
of its subsidiaries to ensure the implementation of the various group
companies effectively.

1.4 Relationship with a business group of major shareholder.

RICHPOINT COMPANY LIMITED (100% owned by KGI Securities Company Limited,
Taiwan), is the Company’s major shareholder, owning approximately 35% of
the Company’s shares as of 14^(th) March 2014 (the registration close
book date).

KGI Securities Company Limited, Taiwan (“KGI TW”) is a market leading
securities company in Taiwan, providing services in a range of areas
including brokerage, proprietary trading, underwriting, fixed income,
and a variety of derivatives. KGI TW has expanded into the Asia-Pacific,
Hong Kong and Thailand markets.

KGI TW has provided valuable assistance to the Company via transfer of
knowledge and technology. KGI TW has sent expert staff to train the
Company’s employees for the launch of new products. The Company is
recognized as one of the leaders in innovation in the development of
derivatives products in Thailand

The Company appointed 4 independent directors which are one-third of all
directors, following the SEC’s regulations to ensure the operations of
the company meet the standards and move in the right direction and to
protect the shareholders’ rights and for the best interest of all
shareholders.

2. Business Lines

Income Structure

The majority of the operations of the Company and its subsidiaries
involve the single business segment of securities related business,
including mutual fund management, and are carried on in Thailand. The
Company’s financial statements show its income from brokerage fees, fees
and service income, gain (loss) on securities, gain (loss) on
derivatives, interest and dividends, interest on margin loans and other
income.

In 2014, the Company reported total revenues of Baht 2,583.64 million.
The elements of the Company’s securities income structure were a) 41.96%
from brokerage fees, b) 28.24% from gain on securities and derivatives,
c) 15.72% from fee and service income, d) 10.17% from interest and
dividends, e) 3.45% from interest on margin loans and d) others income
0.46%

Comparative Income Structure for the past 3 years

[]

Note /1 See note of financial statements No. 28: Fees and Services
Income.

/2 ONEAM: One Asset Management Limited, 99% owned by the Company.

/3 KTHL : KGI (Thailand) Holdings Limited, 100% owned by the Company

2.1 Types of Business

2.1.1 Securities Broker Business

The Company, a member of the Stock Exchange of Thailand (SET Broker seat
No. 13), provides broking services to both local and foreign investors
and to both individual and institutional investors with cash accounts
and credit balance accounts with experienced Investment Consutants
responsible for securities trading service and advisory service. The
company also provides quality Investment Consutants who give best
service to clients.

The Company’s research department produces highly respected
institutional level research and analysis of Thailand’s financial
markets and economy. As one of Thailand’s top securities houses, the
research team gains considerable insight from market flow and local
color to help analyze trends and market movements, providing a
considerable competitive advantage to the research team for investors to
make timely and accurate investment decisions.

The Company has devoted a full team of analysts, each with a narrow
sectorial focus. We have been working to expand the coverage list, and
it now comprises over 80% of SET’s market capitalization. We follow up
with frequent visits to our coverage universe (at least once a month) to
closely monitor any potential changes to our view. Further enhancement
comes from KGI’s regional presence, especially our extensive greater
China research support, which greatly expands the team’s information
base beyond Thailand’s borders to catch trends early and provide
investors with information that could have a major impact in the longer
term.

In 2014, the Company ranked No.7 in terms of brokerage market share with
an overall share of 4.28% compared to a ranking of 11 and 4.04% in 2013.
The main reasons were an increase in the number of Investment
Consutants. The Company launched the Young Professional Investment
Consultant project class 4 to recruit new graduates and train them via
lectures, workshops, field trips and on-the-job training to be new
professional investment consultants. The company also opened 2 new
branches at Prachachuen Branch and Udon Thani Cyber Branch.

The Company’s brokerage market share in 2013-2014

[]

Internet Trading (E-Business)

The Company provides internet trading services for both equity and futures. Clients can see real time information to follow price movements 24 hours a day, 7 days a week. The Company provides the high quality services which is fast and accurate. The clients can trade equity and futures via Smart phones and Tablet, so they can updates the stock prices and check their portfolios anywhere and anytime online. The commission rates for trading via internet trading is lower than trading via Investment Consutants.

Our Company aims to provide services with a high level of client
satisfaction. The Company’s program of securities trading via internet
(“Easy Trade”), is a program to defragment information for convenience
and flexibility. Besides the provided screens, the clients can customize
and create screens themselves. The Easy Trade program enables tracking
of information through a variety of formats.

Should you have any inquiries or need further information, please visit
our website: www.kgieworld.co.th or contact at Hotline: 02 658 8777 or
email : ebs@kgi.co.th

2.1.2 Futures Business

The company has received a license to conduct futures business from
Securities and Exchange Commission (SEC) and also an approval to act as
a futures broker from Thailand Futures Exchange Plc. (TFEX) and the
Thailand Clearing House Co., Ltd. (TCH). Also Futures trading started on
28^(th) April 2006.

Currently, the company provides trade on the following derivative
products:

-   SET50 Index Futures

-   SET50 Index Options

-   Single Stock Futures

-   Gold Futures

-   Silver Futures

-   Brent Crude Oil Futures

-   Interest Rate Futures

-   Currency Futures

-   Sector Futures

Besides Futures retail brokerage business, the Company also trades
futures in Proprietary Trading and furthermore acted as a Market Maker
of SET50 Index Options, Gold Futures, Silver Futures, and Brent Crude
Oil Futures in Thailand Futures Exchange (TFEX) and Stock Exchange of
Thailand.

In 2014, the Company ranked No. 1 in derivatives trading volume with a
market share of 12.30% (ranking no.1) of the TFEX market compared to
11.74% (ranking no. 1) in 2013. The Company earned three awards from
TFEX Best Awards 2014; Most Active House, Prop-Trading of the Year
(1^(st) place), Market Maker Best Performance for Equity Product.

The Company’s Future market share in 2013-2014

[]

2.1.3 Securities Trading Business

The Company based proprietary traders have years of experience.
Individual traders are encouraged to adopt diverse trading strategies to
suit their personal trading styles. However, to guard against
misjudgment that could arise from an emphasis in individualism, all
proprietary trading is conducted through a highly-efficient trading
platform and is overseen by a stringent risk control system. These
controls have engendered a strong culture of discipline among the
Company’s proprietary trading and have eliminated to the highest degree
possible, the potential for mistrades.

The Company’s securities trading activity includes in equity securities,
derivatives and fixed income. The Company’s investment portfolio is one
of the largest in the industry. As of 31^(st) December 2014, the Company
had investments-net of Baht 3,825.68 million, compared with Baht
1,893.90 million at the end of 2013. The Proprietary Trading Department
and Fixed Income Department are responsible for stock, bond,
derivatives, futures and option selection and investment allocation
according to the established policy. The Risk Management Department
closely tracks the departments’ exposure to control the Company’s
overall risks.

The Company pays serious attention to conflict of interests, and the
misuse of inside information. The Company regards such departments as
investors; therefore, such departments have no right to receive
information or research that differs from other clients of the Company.

2.1.4 Investment Advisory Business

SEC granted an approval to the Company to operate investment advisory
business on 6^(th) January 2004.

2.1.5 Financial advisory and securities underwriting Business

The SEC has granted the Company approval to operate financial advisory
business under the scope specified by the SEC which covers the full
range of Investment Banking Services, including fund raising, IPOs and
secondary market placements, mergers and acquisitions, firm valuations,
loan arrangements, debt restructuring and other advisory works. In
addition, the Company provides a securities underwriting service to
those companies intending to issue securities including debt, equity,
and equity-linked products.

In 2014, the Company acted as co-underwriter in 9 IPOs and continued to
acquire mandates as financial advisor and lead underwriter for future
IPOs. These transactions are now underway. In addition, the Company also
acted as financial advisor in fund raisings through both debt and equity
instruments, and advised on merger and acquisition transactions for
local and international companies.

With our group of experienced staff and expertise in financial
engineering to structure products that suit our clients' needs and with
our regional group network, KGI's investment banking team are equipped
to provide a full line of products and services in both the domestic and
foreign markets.

2.1.6 Securities Registrar Business

The Company received approval to conduct securities registrar business
on 14^(th) June 1994, and the Company continues to maintain its
securities registrar license in order to support its derivatives
products in the future.

7.  Fixed Income Business

The Company is a member of Bond Electronic Exchange (BEX) and Thai Bond
Market Association (ThaiBMA), and provides trading fixed income
securities services to the Company’s clients. Investors can open an
account for fixed income trading together with opening an account for
securities trading. The Company has experienced staffs that are
proficient in providing services and advice that allow clients to make
investment decisions in their best interest. The Company was also the
only securities company to be appointed to be a government bond primary
dealer (MOF Outright PD).

In 2014, the Company was ranked No. 1 in bond trading among securities
dealers and ranked No. 3 in corporate bond trading value among all
dealers with a market share of 14.20% compared with 12.08% in 2013.

The Company’s bond trading share in 2013-2014

[]

2.1.8 Private Repo Business

The Company, pioneered Private Repo to corporate and high net-worth
clients, providing a new alternative investment. The Company was the
first and the only one to provide Repo agreement in Thai version,
approved by SEC, to offer clients with more convenience.

In 2014, the Company was ranked No. 1 in terms of Repo volume among
securities firms. Currently, Private Repo market is continuing to grow
and the Company intends to maintain its leading position in this sector.

2.1.9 KGI Wealth Management and Sales Agent for mutual funds Business

The Company received a Sales Agent in investment units of mutual funds
approval from SEC on 16^(th) January 2002. As of 31^(st) December 2014,
the Company was appointed as a Sales Agent in investment units of mutual
funds for 19 asset management firms. The client coverage includes both
institutional and individual investors.

The Company has experienced professionals who provide appropriate
financial advice under KGI’s Wealth Management operations to High Net
Worth clients in order to meet investment objectives and risk appetite
for the clients’ best interests.

2.1.10 Securities Borrowing and Lending Business (“SBL”)

The Company is the first security firm to act as a principal and agent
assisting clients who want to lend or borrow securities: 1.
Institutional Lenders, 2. Local and Foreign Institutional Borrowers, 3.
Retail Borrowers. This service will help increase liquidity and price
stability to the Thai capital market.

In order to attract both retail and institutional clients, the Company
held SBL promotional campaigns such as no minimum day for borrowing
securities. The Company, as the first SBL provider in Thailand, plans to
expand its SBL business as follows:

1) Increase stock inventory for borrowers.

2) Expand client base, both foreign and local clients, who are
increasingly interested in borrowing and lending Thai securities.

3) Develop new system for retail clients to improve borrowing processes.

2.1.11 OTC Derivatives Business

The Company is recognized as one of the leaders in innovation in the
development of derivatives products in Thailand. The Company has spent
more than 10 years preparing for issuing and trading of derivatives
products. The major shareholder, the KGI Taiwan, has also provided
valuable assistance by transferring knowledge and technology to the
Company. The KGI Group sent derivatives experts to train our staff to be
ready for this new market in Thailand. At the same time, the Company
sent staff to its related companies in Taiwan and Hong Kong to closely
study their sophisticated derivatives markets.

The Company adopted the same program and software as those used in
Taiwan and Hong Kong. This software is widely recognized in developed
derivatives markets in many countries and should be effective in the
Thai market as well. Such a system will greatly enhance the risk
management capability of the Company in hedging our derivatives
positions. KGI Group and the Company always develop such systems to
handle every market situation. The Company is completely ready for OTC
Derivatives. At the moment, the Company focuses mainly on institutional
clients who have better understanding about the risks and rewards of
such products.

1. OTC Equity Derivatives

  OTC Equity Derivatives products are tailor-made, and designed
  according to clients’ requests. These advantages made OTC Equity
  Derivatives gained in popularity. OTC Equity Derivatives are popular
  among local and foreign institutional clients, including Private
  Funds, to manage their risks and gain return. The Company provides
  various types of OTC Equity Derivatives, including basic and exotic
  options, and will offer a wider variety of options to match clients’
  risks and return profiles in the future. In addition, the Company
  regularly organizes training/seminars to ensure that our clients
  thoroughly understand the products before investing in equity
  derivatives with us.

2. Structured Products

  The Company is focusing on developing structured products that combine
  equity derivatives with money market instruments to serve clients who
  want to invest in both the equity market and money market. The Company
  offers structured products exclusively to institutional clients and
  private funds with a good understanding and knowledge of derivatives.
  The company launched Structured Notes since 2012.

  At present, the Company provides various types of SN with a maximum
  term of 270 days, whose returns are linked to the price of a single or
  a basket of SET listed stocks, SET index, SET 50 index, SET 100 index,
  and listed Exchange Traded Fund.

2.1.12 Exchange Traded Fund (“ETF”)

The Company joined a group led by One Asset Management Limited (the
Company’s subsidiary) and four other leading securities companies as
well as a foreign fund advisor that won the right to launch Thailand’s
first equity exchange traded fund (Equity ETF) in the name of ThaiDEX
SET50 ETF or “TDEX” since 2007. The Company acts as Market Maker (MM),
providing liquidity in the secondary market and as Participating Dealer
(PD), facilitating the creation and redemption of TDEX in the primary
market.

In 2009, the Company joined a group led by One Asset Management Limited
(the Company’s subsidiary) and five other leading securities companies
to launch Thailand’s third equity ETF in the name of ThaiDEX FTSE SET
Large Cap ETF or “TFTSE”.

Later, in 2010, the Company acted as Participating Dealer (PD) for
Thailand’s first ETF on foreign ETF in the name of W.I.S.E. KTAM-CSI300
China Tracker or “CHINA” which may invest in W.I.S.E. – CSI300 China
Tracker fund, seeking to replicate the return of CSI300 Index.

In 2011, with SET Index closing at a 15-year high, the Company
coordinated with One Asset Management Limited (the Company’s subsidiary)
to launch ThaiDEX SET High Dividend ETF or “1DIV”. The Company acted
both as Market Maker (MM) and Participating Dealer (PD). Within the same
year, TFEX trading volume reached a historical high, particularly in
Gold Futures trading; therefore, the Company joined and acted as
Participating Dealer (PD) for three gold ETFs – “GLD”, “GOLD99”

and “BCHAY”.

In 2012, the Company coordinated to launch Hong Kong ETF Tracker or
“HK”. The Company acted both as Market Maker (MM) and Participating
Dealer (PD).

In 2013, the Company coordinated with One Asset Management Limited (the
Company’s subsidiary) to launch ThaiDEX SET100 ETF or “TH100” to meet
client needs. The Company acted as Market Maker (MM) for ThaiDex SET100
ETF.

In 2014, the Company focused on expanding its client base and awareness
of ETFs through investor education which ranged from basic education up
to advanced ETF investment strategy. In addition, the Company continued
improving its internal trading systems to improve market making
efficiency.

ETF that the Company acts as Market Maker (“MM”) and/or providing
liquidity in the secondary market and as Participating Dealer (“PD”)

+-------------------+-----+----------------+--------+------+----------+
| ETF               | C   | Underlyig      | SET’s  | The  | AUM      |
|                   | ode | Index          | Listed | C    |          |
|                   |     |                | Date   | ompa | (Baht    |
|                   |     |                |        | ny’s | Million) |
|                   |     |                |        | role |          |
|                   |     |                |        |      | As of 13 |
|                   |     |                |        |      | Jan 2015 |
+-------------------+-----+----------------+--------+------+----------+
| ThaiDEX SET50 ETF | T   | SET50 index    | 6 Sept | MM,  | 2,722.91 |
|                   | DEX |                | 2007   | PD   |          |
+-------------------+-----+----------------+--------+------+----------+
| W.I.S.E. KTAM CSI | CH  | W.I.S.E. -CSI  | 22 Nov | PD   | 294.75   |
| 300 China Tracker | INA | 300 China      | 2010   |      |          |
|                   |     | Tracker        |        |      |          |
+-------------------+-----+----------------+--------+------+----------+
| KTAM Gold ETF     | GLD | SPDR Gold      | 8 Aug  | PD   | 407.66   |
| Tracker           |     | Trust          | 2011   |      |          |
|                   |     | (2840:HK)      |        |      |          |
+-------------------+-----+----------------+--------+------+----------+
| ThaiDEX SET High  | 1   | SET High       | 16 Aug | MM,  | 83.41    |
| Dividend ETF      | DIV | Dividend 30    | 2011   | PD   |          |
|                   |     | Index          |        |      |          |
+-------------------+-----+----------------+--------+------+----------+
| ThaiDEX Gold ETF  | GOL | Gold price of  | 11 Oct | PD   | 88.51    |
|                   | D99 | London Gold    | 2011   |      |          |
|                   |     | Fixing A.M.    |        |      |          |
+-------------------+-----+----------------+--------+------+----------+
| Bualuang Chay     | BC  | Gold price of  | 1 Nov  | PD   | 359.97   |
| Gold ETF          | HAY | High purity of | 2011   |      |          |
|                   |     | 96.5 percent   |        |      |          |
+-------------------+-----+----------------+--------+------+----------+
| KTAM Hong Kong    | HK  | Hang Seng      | 19 Jun | MM,  | 6.65     |
| ETF               |     | Index          | 2012   | PD   |          |
+-------------------+-----+----------------+--------+------+----------+
| ThaiDEX SET100    | TH  | SET100 index   | 21 Feb | MM,  | 41.51    |
| ETF               | 100 |                | 2013   | PD   |          |
+-------------------+-----+----------------+--------+------+----------+

2.1.13 Derivative Warrants Business

Derivative Warrants (“DW”), are financial instruments that the issuers
give rights to the buyers to buy the underlying securities in the future
at a pre-determined price, quantity and period as specified by the
issuers. A DW issuer is a third party, which is not the listed company
issuing the underlying securities.

In 2009, the Company was the first securities company in Thailand to
launch DWs. The first DW to be launched by the Company was PTT13CA in
June 2009. Within the same year, the Company launched another two DWs -
KBAN13CA and PTTE13CA.

The Company remains a leader in the Derivative Warrants business. In
2014, the Company launched 205 DWs which were received a great response
from investors. The total registered amount for all 205 DWs was
approximately Baht 15,951 million. From 2009 to the end of 2014, the
Company has launched a total of 571 DWs as detailed below;

  -------------------------- ------ ------ ------ ------ ------ ------ -------
  Year                       2009   2010   2011   2012   2013   2014   Total

  Total DWs issued by the    3      21     114    105    123    205    571
  Company                                                              

  -CALL Warrant              3      21     87     73     98     163    445

  -PUT Warrant               -      -      27     32     25     42     126
  -------------------------- ------ ------ ------ ------ ------ ------ -------

The Company and the underlying companies of the DW that the Company has
issued are not related either in terms of capital structure or
management. The Company is not an insider of any of the underlying
companies for which it has issued DW.

In 2015, the Company plans to launch up to 100 more DWs linked to
leading stocks, and plans to launch DWs with new underlying securities
as approved by regulators.

DWs are a recent investment product in Thailand, and the Company
continues to educate market participants about DW’s including;
employees, local institutional clients, local and foreign retail
clients. The DW education was provided through many channels such as
www.thaiwarrant.com (both Thai & English version),
www.facebook.com/ed.kgi, newspapers, interviews and print media, in
order to enhance knowledge and build confidence in DW investment. The
Company plans to roadshow to local and foreign institutional investors
to publicize new financial products and attract new clients to invest in
Thai Capital Market. The Company launched the first website in Thailand,
www.thaiwarrant.com (both Thai & English version). This website provides
information of all DW in Thailand which is useful for investors who are
interested in DW. (see Underlying company information of the remaining
DWs and history of DW Issued by the Company for the past 2 years in
Attachment 5)

2.1.14 Asset Management Business (One Asset Management Limited)

To meet the diverse financial requirements of our clients, the Company
provides professional service through a 99%-held subsidiary, One Asset
Management Limited (“ONEAM”), which is one of the leader in Thailand’s
asset management market. ONEAM has a full range of products including
mutual fund, private fund and provident fund to help clients achieve
optimal asset allocation in their wealth management.

In 2014, ONEAM’s net profits were Baht 87.67 million (EPS of Baht 8.35).
As of 31^(st) December 2014, ONEAM’s total assets were Baht 336.72
million, total liabilities were 63.82 million, shareholders’ equity was
Baht 272.90 million. ONEAM has built up a strong reputation with both
individual and institutional investors. As of 31^(st) December 2014,
ONEAM had total assets under management of Baht 87 billion, an increase
18% from the previous year. In 2014, ONEAM issued 15 new funds as
follows:

  ---- ------------------------ ----------------------- ------------------
       FUND                     Starting date           AUM-Baht Million

  1    ONE-SPOT 5               22 January 2014         102.85

  2    ONE-CHINA7               7 February 2014         28.49

  3    ONE-EURO                 20 February 2014        135.64

  4    ONE-SPOT4                17 March 2014           126.46

  5    ONE-US5                  25 April 2014           212.84

  6    ONE-CHINA5               12 May 2014             145.05

  7    ONE-STARS                9 June 2014             56.21

  8    1ENHANCED6M1             12 June 2014            763.18

  9    ONE-SPOT5/2              2 July 2014             238.39

  10   SSTSS                    7 August 2014           820.15

  11   ONE-MOAT7                8 September 2014        801.60

  12   ONE-ASEAN                26 September 2014       213.91

  13   ONE-GLOBALEQ             3 November 2014         45.27

  14   ONE-SPOT4/2              27 November 2014        312.08

  15   ONE-SPOT5/3              22 December 2014        155.92

       Total                                            4,158.01
  ---- ------------------------ ----------------------- ------------------

2.2 MARKET OVERVIEW AND COMPETITION

(A) Significant Marketing Activities

The Company’s marketing policy in 2014

The Company’s marketing policy is to maintain existing clients and
expand new clients by organizing promotional activities and focusing on
giving better service to clients. In 2014, the Company held the
following marketing activities:

1.  The Company arranged training to enhance its employee’s knowledge
    and skills regularly. Employees then have knowledge, ability and
    skills to serve clients more effectively.

2.  The Company has developed its trading system regularly to make its
    system fast and efficient and able to support its growth of
    business.

3.  The Company opened booths at seminars at SET, universities, etc., to
    introduce its product and services.

4.  The Company co-operated with MAI to produce research papers for
    medium and small listed companies in MAI and continues to conduct
    marketing activities for investors.

5.  The Company held seminars to educate clients and investors on topics
    such as Internet Trading, Securities Fundamental-Technical Analysis
    and TFEX. The seminars not only educated the clients and investors,
    they also expanded the Company’s client base.

6.  The Company arranged the Young Professional Investment Consultant
    project class 4 to recruit new graduates and training them via
    lectures, workshops, field trips and on-the-job training to be new
    professional investment consultants.

Character of Clients, Target Client, Portion of Local and Foreign
Clients

The Company targets clients who have capital and want to invest in
financial products in equities, fixed income and derivatives. This can
be a natural person or juristic person.

In 2014, the Company’s Brokerage clients consisted 74% local clients, 3%
foreign clients and 23% the Company’s portfolio. Most of the foreign
clients are from the United States and Taiwan, the Company did not
depended on any client for more than 30% of total income.

The Company has its headquarters and 17 branches throughout the country
to provide service to clients, clients can send orders via phone through
the Company’s Investment Consutants or trading with themselves through
the internet. In 2014, the portion of trading via Investment Consutants:
trading via internet was 35% : 65%.

Information of the Company’s clients in past 3 years. Unit : Baht
Millions

+-----------------------------------+-----+----+-----+----+-----+----+
| Average Daily Trading Volume      | 2   | %  | 2   | %  | 2   | %  |
|                                   | 014 |    | 013 |    | 012 |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Daily Trading Volume- SET*        | 45, |    | 50, |    | 32, |    |
|                                   | 466 |    | 329 |    | 304 |    |
| Daily Trading Volume- The Company |     |    |     |    |     |    |
| *                                 | 4,  |    | 4,  |    | 2,  |    |
|                                   | 636 |    | 838 |    | 644 |    |
| (including the Company’s          |     |    |     |    |     |    |
| portfolio)                        | 4.  |    | 4.  |    | 3.  |    |
|                                   | 28% |    | 04% |    | 47% |    |
| The Company’s market share %      |     |    |     |    |     |    |
|                                   | 7   |    | 11  |    | 12  |    |
| (excluding the Company’s          |     |    |     |    |     |    |
| portfolio)                        |     |    |     |    |     |    |
|                                   |     |    |     |    |     |    |
| Ranking                           |     |    |     |    |     |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Breakdown by types of clients     | 376 | 8  | 330 | 7  | 149 | 6  |
|                                   |     |    |     |    |     |    |
| 1) Local corporate clients        | 3,  | 66 | 2,  | 61 | 1,  | 60 |
|                                   | 050 |    | 969 |    | 584 |    |
| 2) Local retail clients           |     | 3  |     | 5  |     | 8  |
|                                   | 124 |    | 257 |    | 220 |    |
| 3) Foreign clients                |     |    |     |    |     |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Total clients volume              | 3,  | 77 | 3,  | 73 | 1,  | 74 |
|                                   | 550 |    | 556 |    | 953 |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| 4) The Company’s portfolio        | 1,  | 23 | 1,  | 27 | 691 | 26 |
|                                   | 086 |    | 282 |    |     |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Total                             | 4,  | 1  | 4,  | 1  | 2,  | 1  |
|                                   | 636 | 00 | 838 | 00 | 644 | 00 |
+-----------------------------------+-----+----+-----+----+-----+----+
| Breakdown by types of accounts    | 2,  | 84 | 2,  | 81 | 1,  | 68 |
|                                   | 974 |    | 887 |    | 323 |    |
| 1) Cash account                   |     | 16 |     | 19 |     | 32 |
|                                   | 576 |    | 669 |    | 630 |    |
| 2) Credit balance account         |     |    |     |    |     |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Total                             | 3,  | 1  | 3,  | 1  | 1,  | 1  |
|                                   | 550 | 00 | 556 | 00 | 953 | 00 |
+-----------------------------------+-----+----+-----+----+-----+----+
| Breakdown by types of trading     | 1,  | 35 | 1,  | 42 | 919 | 47 |
| order channels                    | 253 |    | 490 |    |     |    |
|                                   |     | 65 |     | 58 | 1,  | 53 |
| 1) Trading via Investment         | 2,  |    | 2,  |    | 034 |    |
| Consutants                        | 297 |    | 066 |    |     |    |
|                                   |     |    |     |    |     |    |
| 2) Trading via internet trading   |     |    |     |    |     |    |
+-----------------------------------+-----+----+-----+----+-----+----+
| Total                             | 3,  | 1  | 3,  | 1  | 1,  | 1  |
|                                   | 550 | 00 | 556 | 00 | 953 | 00 |
+-----------------------------------+-----+----+-----+----+-----+----+

Note : * Trading volume referred to volume in both SET and MAI

(B) Market Overview and Competition in 2014

The Thai market in 2014 was generally bullish, despite the political
stress in the first half of the year. As foreign investors had adjusted
their position out of Thai stocks in the late of 2013, their view on
Thai market in 1H2014 was positive as stocks looked cheap and offset the
political risk at that time.

The SET Index started off the year 2014 at a relatively low level, as
investors were actually negative on the market since November 2013 when
anti-government protest took place. Interestingly, during January-May
2014, the market gradually recovered and ignored the political pressure
as long-term investors were positive on market valuations. External
factors also helped support the market sentiment as global financial
markets rallied on ample liquidity as US central bank kept interest rate
near zero and other major central banks in Europe and Japan continued to
expand the monetary stimulus.

After the political clarity when the Thai military staged coup on May
22, 2014 and set up the new government, SET Index extended gain due to
expectation for economic recovery in 2H2014 and 2015. The new
military-led cabinet started working in July 2014 and has rolled out a
few economist policies to help the low income earnings and boost Thai
purchasing power.

Late of the year, the market volatility was higher as SET valuations
turned more stretched and foreign flows fluctuated due to Asian currency
depreciation after the rising US Dollar. In December 2014, the SET Index
faced a drastic correction and moved with high turbulence as oil market
collapsed and largely weighed on major energy stocks.

In terms of Thai economics and earnings fundamental, the recovery post
political stress remains slow admittedly. Thai GDP in 4Q2014 grew a
moderate 2.3% YoY, following a more modest 0.6% YoY and 0.4% YoY growth
in 3Q2014 and 2Q2014, respectively. FY2014 GDP grew 0.7%. On the
corporate earnings, the net profit of listed companies (preliminary
figure) was down 14.7% from 2013 due mainly to a large degree of
inventory loss in energy stocks during 4Q2014.

Stock Exchange of Thailand

  -------------------------------- ------------ ------------ ------------
                                   2014         2013         2012

  Total trading value (Baht        11,139,291   12,330,669   7,914,567
  million)*                                                  

  Average daily trading value      45,466       50,329       32,304
  (Baht million)*                                            

  Total market capitalization      13,856,283   11,496,765   11,831,448
  (Baht million)                                             

  SET Index (year-end)             1,497.67     1,298.71     1,391.93

  Dividend Yield (%)               2.9          3.2          3.0

  P/E ratio (times)                17.8         14.6         18.3

  P/BV ratio (times)               2.1          2.0          2.4

  No. of listed companies          502          489          476
  -------------------------------- ------------ ------------ ------------

*including MAI

For the whole 2014, the SET Index had a decent gain, rising 198.96pts or
15.32% to close at 1,497.67pts. The daily average market turnover (both
SET and MAI) stood at Baht 45.5 billion, decreasing by 9.7% from Baht
50.3 billion in 2013. Foreign investors reported moderate net selling
position of Baht 37.5 billion in 2014, compared to a massive net selling
of Baht 190.3 billion during 2013. The market capitalization rose to
Baht 13.86 trillion at the end of 2014, up 20.5%, from Baht 11.50
trillion at the end of 2013.

There were 36 new companies listed in Thailand’s stock markets (both SET
and MAI) in 2014, compared to 28 new listings in 2013. Strong market
performance throughout the year, not surprisingly, resulted in more
active investment banking business including IPOs. Although the Thai
market volatility was rising in 4Q14, the line-up of IPO remained
strong. For example, there were 8 IPOs in November of 2014.

IPO Stocks in 2014 (both SET and MAI)

  ------------------ ------------------------ ---------------------------
  Stock              First trading date       IPO size (Baht million)

  AIE                6-Jan-14                 2,113.75

  AJD                27-Feb-14                250.00

  PCSGH              14-Mar-14                3,345.40

  LIT                25-Mar-14                162.00

  SUTHA              3-Apr-14                 277.50

  ICHI               21-Apr-14                3,900.00

  KTIS               28-Apr-14                9,578.27

  SAWAD              8-May-14                 1,725.00

  OTO                15-May-14                432.00

  TAE                5-Jun-14                 592.08

  TSR                20-Jun-14                301.00

  PCA                23-Jun-14                210.00

  Stock              First trading date       IPO size (Baht million)

  SAPPE              25-Jun-14                1,012.50

  AIRA               7-Jul-14                 568.95

  PDG                29-Jul-14                196.00

  RICHY              7-Aug-14                 706.20

  TAKUNI             19-Aug-14                640.00

  XO                 25-Aug-14                154.00

  LDC                2-Sep-14                 180.00

  CCN                11-Sep-14                75.00

  RWI                18-Sep-14                240.00

  SMART              2-Oct-14                 133.86

  FSMART             14-Oct-14                500.00

  TSE                30-Oct-14                1,755.00

  SPA                31-Oct-14                289.00

  BA                 3-Nov-14                 13,000,00

  BRR                6-Nov-14                 1,150.44

  NCL                11-Nov-14                171.00

  FIRE               13-Nov-14                135.00

  JSP                19-Nov-14                3,120.00

  CBG                21-Nov-14                7,000.00

  VPO                24-Nov-14                729.00

  MTL                26-Nov-14                2,997.50

  PSTC               19-Dec-14                292.50

  KCM                23-Dec-14                260.00

  EPG                24-Dec-14                4,060.00
  ------------------ ------------------------ ---------------------------

Source: SET and MAI

Competition among Thai Broker

Competition among Thai brokerage businesses remained intense, similar to
the past few years. Although the SET Index posed a decent gain in 2014
and market turnover remained high at Bt 45.4 Billion, the industry is on
the liberalization of commission rates and pricing competition has been
fierce. The major players in foreign institutional business and retail
business continued to share the top positions in 2014. In 2014, the sum
of the market share of the top 10 brokers was 52.96%, compared to the
ratio in 2013 at 55.66%.

Top 10 securities broker of the Year 2014

+----+--------------------------------------------+--------+---------+
| Ra | Company Name                               | Name   | Market  |
| nk |                                            |        | Shares  |
|    |                                            |        | (%)     |
+----+--------------------------------------------+--------+---------+
| 1  | MAYBANK KIM ENG SECURITIES (THAILAND)      | MBKET  | 10.65   |
|    | PUBLIC COMPANY LIMITED                     |        |         |
+----+--------------------------------------------+--------+---------+
| 2  | KASIKORN SECURITIES PUBLIC COMPANY LIMITED | KSMACQ | 6.15    |
+----+--------------------------------------------+--------+---------+
| 3  | CIMB SECURITIES COMPANY LIMITED            | CIMBS  | 5.53    |
+----+--------------------------------------------+--------+---------+
| 4  | FINANSIA SYRUS SECURITIES PUBLIC COMPANY   | FSS    | 5.24    |
|    | LIMITED                                    |        |         |
+----+--------------------------------------------+--------+---------+
| 5  | BUALUANG SECURITIES PUBLIC COMPANY LIMITED | BLS    | 4.96    |
+----+--------------------------------------------+--------+---------+
| 6  | THANACHART SECURITIES PUBLIC COMPANY       | TNS    | 4.51    |
|    | LIMITED                                    |        |         |
+----+--------------------------------------------+--------+---------+
| 7  | KGI SECURITIES (THAILAND) PUBLIC COMPANY   | KGI    | 4.28    |
|    | LIMITED                                    |        |         |
+----+--------------------------------------------+--------+---------+
| 8  | PHATRA SECURITIES PUBLIC COMPANY LIMITED   | PHATRA | 4.04    |
+----+--------------------------------------------+--------+---------+
| 9  | CREDIT SUISSE SECURITIES (THAILAND)        | CS     | 3.87    |
|    | LIMITED                                    |        |         |
+----+--------------------------------------------+--------+---------+
| 10 | ASIAPLUS SECURITIES PUBLIC COMPANY LIMITED | ASP    | 3.82    |
+----+--------------------------------------------+--------+---------+
|    | TOP 10 BROKERS                             |        | 52.96   |
+----+--------------------------------------------+--------+---------+
|    | OTHERS                                     |        | 56      |
|    |                                            |        |         |
|    |                                            |        | 47.04   |
+----+--------------------------------------------+--------+---------+
|    | Total                                      |        | 100.00  |
+----+--------------------------------------------+--------+---------+

Industry Trend in 2015

The industry trend of brokerage business remains moderately positive in
2015, as the positive market outlook, driven by supportive monetary
policies around the world and possible improvement in Thai economy and
corporate earnings, should imply more upside to the SET Index and
accordingly active trading turnover. However, we believe competition
among brokers will remain high given the ongoing liberalization of
commission rate. Also, most research houses expect that the market
volatility will be high which could lead to tougher business environment
in 2015 compared to that in the previous year.

2.3 Capital Management Policy

Fund Management policy

The primary objectives of the Company’s capital management are to
maintain the Company’s ability to continue as a going concern and to
maintain net capital in accordance with the rules laid down by the SEC.

If the Company requires new funds, its policy is to try to procure the
cheapest source of funds available, and to match the duration of any
loan to its needs. As far as possible, the Company will not depend upon
one source of funds. The Company analyzes its cash flow needs on a daily
basis and tries to match its funding and investment in money market
instruments to its needs as forecast.

The Company has a policy to maintain a Net Capital Rule and a Net
Capital Ratio (NCR) that are higher than the requirements under the SEC
regulations, which specified that the Net Capital Rule must be at least
Baht 25 million and the Net Capital Ratio must be at least 7% of
liabilities and guarantees. As of 31^(st) December 2014, the Company has
Net Capital Rule of Baht 3,974 million and Net Capital Ratio of 116.27%
of liabilities and guarantees.

Investment Policy

The Board of Directors has approved a revised Investment Policy of
Proprietary Trading, to comply with the SEC notification regarding the
conditions and Procedures of investment for Proprietary Trading on
1^(st) March 2014, which are key points are summarized below:

1.  The Risk Management Committee will approve the risk limit for the
    Company’s proprietary trading teams at least once a year. The risk
    limit defines an acceptable level of loss (Stop Loss Limit) and the
    maximum acceptable value of an investment (Position Limit) and will
    be reviewed regularly to ensure that the limits are suitable given
    market conditions.

2.  The Company’s proprietary trading teams are responsible for stock
    and bond selection and investment allocation. An investment in new
    products requires the Risk Management Committee’s apporval.

3.  The Company’s proprietary trading team members must have an
    appropriate license and qualifications to comply with SEC
    notifications.

4.  The Risk Management Committee uses a variety of tools to implement
    comprehensive measurement and analysis of market risk. For example,
    Value-at-Risk is used to measure the potential loss on an investment
    given a certain time horizon and level of probability, and stress
    testing is implemented to evaluate the robustness of a Company under
    different stress scenarios. If Net Capital Ratio decreases
    significantly, the Risk Management Department will report to the
    Risk Management Committee immediately.

5.  The Company has assigned the Legal & Compliance Department and the
    Audit Department to supervise and ensure that the Company’s
    proprietary trading complies with the Company’s policy.

Credit Balance Policy

A Credit Balance account is used by investors who want to borrow money
to buy a security. Before the client can buy or sell, the client must
open a Credit Balance account and deposit cash or securities as
collateral of not less than the minimum Initial Margin, according to the
SET’s regulation. This amount will be credited into the account of the
investor.

The Company specified that the client who wants to open Credit Balance
Account (“Margin Account”) shall disclose to its Investment Consultant
the adequate personal information which represents the proper debt
payment ability. After the Company has approved the opening of any
Margin Account, such client shall sign the related Loan Agreement for
Securities Trading to acknowledge the term and condition and risk in
relation to the Margin Account. The Company’s Credit Balance Policy are
as follows:

1. The Company will not lend the loan for securities trading to any
person which the Company know or should know that such person is a
nominee.

2. Before serving any services to the client, the Company shall collect
and evaluate client’s information for the following purpose;

  2.1 Know Your Client & Client Due Diligence: KYC / CDD

  2.2 Evaluate the suitable and acceptable risk level for its loan for
  securities trading through Suitability Test

  With compliance to the regulation issued by the Office of SEC, in case
  where i) the Client does not cooperate or refuse to provide any
  information, or ii) the existing information is inadequate or not up
  to date materially and iii) the Company may not use such information
  as a part of lending consideration due to any suspicious causes. The
  Company reserves its right to suspend or deny all services provided or
  will provide to the Client.

3. The Company has set out the Marginable Securities list. In this
regard, the Company has considered the qualification of any securities
such as liquidation, good fundamental, price volatility and relevant
risk etc. In addition, the Company will monthly review the Marginable
Securities list or when any significant market change in the marginable
lists are occurred and giving prior notification to the Client as the
Company deem appropriate on company’s website.

4. The Company has imposed the Initial Margin Rate for all marginable
securities and required the Client to deposit cash or assets as their
collaterals before trading is made. In addition, the Company has set the
Call Margin Rate and Force Sale Rate which not lower than the rate
prescribe by the SET and comply with the Company’s internal working
process. The Company will require the Clients to add up more collateral
or force sale their securities when the collateral is less than the
required rate.

5. The Company has imposed the interest which shall be i) charged from
the loan for securities trading or ii) paid from the cash which the
client has deposited as collateral in Margin Account, has comply with
the regulation prescribed by the Office of SEC and/or the Company.

6. All s’ cash including benefit/return deposited with the Company shall
not be subjected to the protection of the Financial Institutions
Development Fund.

Environmental impact of production processes

The company encourages employees to save energy and protect the
environment by 1) turning off lights during lunch breaks, 2) shutting
down computers and unplugging unused electrical equipment after work, 3)
saving water, 4) saving paper by using recycled paper and 5) reducing
the amount of toilet paper. The company has never been sued over any
environmental issues.

3. Risk Factors

3.1 Company’s Business Risks

3.1.1 Risk Associated with Government policy, Rules and Regulations and
Related Laws

The Changes in government policies, rules and regulations and realted
laws, such as changes in interest rates, changes in regulations and
guidelines, changes in commission rates, and other changes may affect
the Company's operations.

The Company manages this risk by closely monitoring changes in the
policies of regulators. The Company will attends meetings to share its
opinions with the regulators.

The Legal & Compliance Department will notify employees of such changes,
and advise them how to adjust their strategies and operational
procedures in accordance with such changes.

3.1.2 Risk from Dependence on Major Client

In 2014, the Company did not depend on income from any one client for
more than 30% of total income. The Company is concerned about the risk
of dependence on major clients, so it continuously plans to expand its
client base both in retail and institutional clients and both in local
and foreign. One way this is seen is the development of internet trading
system (EZ Trade) to expand internet trading clients.

3.1.3 Risk Associated with Human Resource

Human resource is one of the key factors for securities businesses.
Losing a key member of the staff may affect the continuity business of
the Company.

In order to protect against such risk, the Company provides continuous
training to enhance human resource development in terms of potential and
expertise to better serve clients. Nevertheless, to create career paths
for the Company’s staff, the Company has a clear policy with properly
compensated in accordance with current market conditions and
competition. Lastly, the Company’s management team is focused on
building good relationships within the organization leading to good
cooperation and better and safe working environment.

3.1.4 Risk of Renewal Premise Leasing Contract

Currently, the Company has leased the premise for the business operation
either in head office or 16 branches for certain period in many leasing
contracts (except Supanburi Branch which the land and building belong to
the Company). Therefore, the risk of contract renewal may be existed as
well as the rental fee adjustment which may be increased by the lesser.
However, most of leasing contracts grant the Company the right to renew
the leasing contract as long as the company comply with terms and
conditions in the contract. Nowadays, the company has performed its
duties under the leasing contracts as a good lessee and often get
renewal from the lessor. Considering the rental fee adjustment which may
affect the cost of business operation, but it is accepted by the company
due to the consistency with market rate. Therefore, the Company believes
that provisions contained in the current premise leasing contracts will
not give rise to a significant risk to the Company.

3.1.5 Risk Associated with Free Trade Area and Asean Economic Community
(“AEC”)

Asean Economic Community (AEC) will be fully implemented in 2015. The
AEC is a regional economic integration of ASEAN 10 countries which
transform ASEAN into a region with free movement of goods, services,
investment, skilled labour, and freer flow of capital. For securities
trading business, SET has developed the Asian Link system to trade
securities across countries easier. However, KGI still does not allow
clients to trade internationally.

3.1.6 Market Risk

Market risk refers to the risk that fluctuations in market trading
volumes and interest rates will directly impact on the Company’s revenue
or the value of the Company’s financial assets and liabilities at
present and in the future. Factors causing volatility in market trading
volumes and interest rates include political developments, the economic
outlook, and domestic and investor sentiment, both domestically and
internationally.

A variety of tools are used to implement comprehensive measurement and
analysis of market risk. For example, Value-at-Risk is used to measure
the potential loss on investment given a certain time horizon and level
of probability, and stress testing is implemented to evaluate the
robustness of a company in any given stress scenarios. These analytical
tools provide a picture of the Company’s potential future losses.
Moreover, the Company assesses and manages the losses potential
resulting from market losses by setting stop loss limits and position
limits that are appropriate to current market conditions, which change
over time.

3.1.7 Risk from Competition in Securities Broker Business

The securities broker business is highly competitive, especially as SET
changed its policy on brokerage commissions to a cascade calculation.
The commission will vary based on trading volume. Also, the brokerage
commission fee is fully negotiable between brokers and members since
January 2012. If the Company is unable to maintain a high quality of
service compared to other brokers, it may lose its market share.
Therefore, the Company has strategic planning and situation
accommodation starting with a policy to continually enhance the
efficiency of its staff in giving advice and service to clients,
including technology development to support new products. The Company
also has always developed its research and expanded with new businesses
to give more convenience to clients and offer investment alternatives.

3.1.8 Credit Risk

Credit risk refers to the risk that a counter party will default on its
contractual obligations, resulting in a financial loss to the Company
and its subsidiary companies.

The Company is exposed to credit risk primarily with respect to
securities and derivatives business receivables, loans and other
accounts receivable. The Company controls such risk by establishing
credit limits for clients and counter parties and analyzing their
financial position as an ongoing basis. The Company is not expected to
have much concentration risk of credit exposure because it has a variety
of client base and large number of clients.

The maximum exposure to credit risk is limited to the carrying amount of
securities and derivatives business receivables, loans, and other
receivables as stated in the statements of financial position. As of
31^(st) December 2014, the Company has its securities and derivatives
business receivables-net of Baht 4,885.70 million.

3.1.9 Risk from Securities Investment and Return

Risk from securities investment and return is the risk that the Company
may not get return from

investment as it expects.

The Company has assigned its Risk Management Committee to set strict
guidelines and policies regarding asset allocation, portfolio limits and
risk control in order to manage risk of losses due to market volatility
and controlling risk limit on a daily basis. The Risk Management
Committee will review on a regular basis to be consistent with market
condition from time to time.

10. Risk from Investment in Subsidiaries

This type of risk may arise if the subsidiaries incur losses which have
an effect on the Company’s performance. The Company’s investments in
subsidiaries are accounted for under the equity method. The Company
appointed persons to be directors for setting management policies of its
subsidiaries.

3.1.11 Risk from Investment Banking Business

In operating an investment banking business, in the underwriting
business, there is risk of losses from unsubscribed securities that must
be transferred to the Company’s portfolio. Inappropriate size or pricing
of issues, unexpected fluctuations in the stock market, interest rates
or foreign exchange rates can cause the investors not to subscribe to
such securities. To reduce such risk, the Company studies and analyzes
information regarding the issuer and the interest of clients or
investors. In the financial advisory business, the Company always
studies clients carefully and conducts due diligence before entering
deals. The Company also set up the Investment Banking Sub-Committee to
be responsible for approving underwriting deals and other investment
banking businesses.

3.1.12 Risk Associated with Derivatives Products

Having taken into consideration various risks involved in derivatives,
the Company has approved the Equity Derivatives Department and Fixed
Income Department to sell derivative products to clients. However, the
Risk Management Committee has to first approve the “Product Program”
before the Equity Derivatives Department and Fixed Income Department can
issue derivatives to clients. The Product Program mainly focuses on

1) Characteristics of securities, services, and target clients;

  2) Risk management policies such as control of position risk (Var,
  Delta, and DV01) setting acceptable stop loss level and other risk
  policies depending on attributes of securities and services offered to
  clients; and

3) Internal operational procedures (Work Flow) including internal
control.

The Risk Management Department monitors the Company’s exposure on a
daily basis to ensure compliance with the approved risk policies. The
Company is therefore confident that it has put in place a system for
limiting risks associated with derivatives to an acceptable minimal
level.

The Company was the first securities company launching Derivatives
Warrants. The Company has a strict policy to control and monitor
associated risk closely. Currently, the Company has total Credit Limit
for issuing Derivative Warrants Baht 1,500 million.

3.1.13 Risk Associated with Information Technology

Information technological risk associated with technological limitations
including ability to support large

transactions and product variability plus operational system, backup and
information security.

Much of the Company’s business is conducted using various computer or
communications networks. In the event these systems or networks are
disrupted or unavailable the Company’s operations would be affected.
Examples of such disruptions include external network or system outages
affecting market trading activities, and internal system outages
affecting communication or data management.

The Company foresees the important of information technology in
operating business, so it is always

developing systems to support new product and various types of
transactions. Also, the Company has set

up an emergency plan and disaster recovery plan for each of its main
systems and maintenance.

3.1.14 Risk Associated with Fraud

Fraud is a risk that can occur from employee, clients and the counter
party. The Company maintains close multiple operational and financial
monitoring and controls to ensure that transactions, both on behalf of
clients and for the Company, are performed correctly. However, the
Company may be at risk of fraud. This includes failure of the Company’s
monitoring systems to detect fraud. The Board has approved the Policies
and Guidelines to prevent and combat corruption by the Company and the
Procedures regarding the Anti-Corruption policy. The Board also set
clear procedures on whistle blowing for related parties or stakeholders
and ensure the Company has protective measures to keep the
whistleblowers’ names confidential

3.1.15 Risk Associated with Business Disruption

The Company has performed extensive business continuity planning and
preparation. However, major business disruption events beyond the
control of the Company may affect its level of business operations.
Examples of such events include natural disasters such as the major
flooding in 2010, or political unrest in 2011.

To prevent the risk of natural disasters and other emergencies case, The
company has prepared the Business Continuity Plan (BCP) and require
testing at least once a year.

3.2 Financial Risk

3.2.1 Liquidity Risk

Liquidity risk is the risk that the Company and its subsidiaries will be
unable to liquidate financial assets and/or procure sufficient funds to
discharge obligations in a timely manner, resulting in a financial loss.

The Company has procedure and process to monitor, follow and control
liquidity risk. For example, when the Company is launching a new
product, it assesses the impact on its liquid capital by estimating its
net capital ratio after the product is launched using a stress test
technique, and takes this information into consideration in determining
the appropriate size of the product issue.

The Company has a policy to maintain a Net Capital Rule and a Net
Capital Ratio (NCR) that are higher than the requirements under the SEC
regulations, which specified that the Net Capital Rule must be at least
Baht 25 million and the Net Capital Ratio must be at least 7% of
liabilities and guarantees. As of 31^(st) December 2014, the Company has
Net Capital Rule of Baht 3,974 million and Net Capital Ratio of 116.27%
of liabilities and guarantees.

3.2.2 Foreign Exchange Risk

Foreign currency risk is the risk that the value of a financial
instrument will fluctuate because of changes in foreign exchange rates.

As of 31^(st) December 2014, the Company has investments in subsidiaries
in foreign currency under cost method of USD 59.4. million (equivalent
to Baht 2,383 million). However, the Company also has obtained Thai Baht
loans from those subsidiaries totaling Baht 1,936.5 million.

The Company has exposure to foreign exchange risk in respect of its
investments in foreign currencies. The Company has entered into any
forward exchange contracts with maturities of up to 1 year to manage
this risk.

3.2.3 Interest Rate Risk

Interest rate risk is the risk that future fluctuations in market
interest rates will affect the operating result

and cash flows of the Company and subsidiary companies.

The exposure to interest rate risk of the Company and its subsidiary
companies relates primarily to their deposits at financial institutions,
securities purchased under resale agreements, securities and derivative
business receivable - credit balance accounts, long-term investments in
debt securities and debt issued and borrowings. However, as most of the
financial assets and liabilities carry floating interest rate which
fluctuates in line with the market interest rates or carry fixed
interest rate which approximates to the current market interest rate,
the Company and its subsidiary companies do not use derivatives to
manage their interest rate risk.

3.3 Risk Affecting the Rights of Shareholders

3.3.1 Risk From Having Major Shareholder

Richpoint Company Limited (100% owned by KGI Securities Company Limited,
Taiwan), is the company’s major shareholder, owning approximately 35% of
the company’s paid up shares as of 14^(th) March 2014 (the registration
close book date). A major shareholder may exercise greater influence
over the company’s management and business policies. However, if a major
shareholder wishes to hold more than 50% of the company, it still needs
to seek approval from relevant government agencies.

Currently, there are 4 independent directors from a total of 12
directors or equal to 33%. They are responsible for good corporate
governance to ensure that the quality of management is effective,
transparent and accessible for the minority shareholders.

3.3.2 Risk from Establishing a Thai Trust Fund and Having a Non-Voting
Depository Receipts (NVDRs)

Since investors in the Thai Trust Fund and NVDRs holders have no voting
rights, this effectively leads to a decrease in the number of voting
shares. As a result, major shareholders may have an increased level of
control over the Company. However, as of 30^(th) December 2014, there
were no shares held by the Thai Trust Fund and investors had bought
180,328,710 NVDRs shares (equivalent to 9.05 % of paid-up capital).

3.3.3 Risk Associated with Low Free Float Stock Which Effect Low Trading
Liquidities

As of 14^(th) March 2014 (the registration close book date), 65.02% of
KGI stock was held by retail investors, which makes trading liquidity
high and means less risk that investors would be unable to trade at
desired price.

3.4 Risk as Issuer of Derivative Warrants (DW)

The Company is the first securities company in Thailand launching
Derivative Warrants (DW) and is continuing in the front row to launch DW
into the market. The risks related to DW are as follows.

1)  DW constitutes general unsecured contractual obligations of the
    Company and DW holders and will rank equally with the Company’s
    other general unsecured contractual obligations.

2) The price of DW issued by the Company may increase or decrease
rapidly. DW holders may lose all of their investment in DW. Before
investing, selling, or exercising DW, DW holders should carefully
consider, among other things, all information carefully, such as

1.  Trading price of the DW : depends on the factors affecting DW price
    including demand and supply of DW

2.  Trading price of the underlying asset : depends on the market
    condition including demand and supply of underlying asset

  - Generally, when the price of the underlying asset decreases, the
  price of a call DW may decrease, but the price of a put DW may
  increase

  - Generally, when the price of the underlying asset increases, the
  price of a call DW may increase, but the price of a put DW may
  decrease

3.  Volatility of the underlying asset : depends on the market condition
    including demand and supply of underlying asset

  - Generally, when the volatility of the underlying asset decreases,
  the prices of a call and put DW may decrease

  - Generally, when the volatility of the underlying asset increases,
  the prices of a call and put DW may increase

  2.4) Time to maturity of DW and last trading date of DW

  - Generally, as the time to maturity of DW decreases, the price of a
  call and put DW may decrease

  2.5) Changing of interest rates: depends on many factors such as in
  economic, political and market factors

  - Generally, when interest rates decrease, the price of a call DW may
  decrease, and the price of a put DW may increase

  - Generally, when interest rates increase, the price of a call DW may
  increase, and the price of a put DW may decrease

  2.6) Changing of dividend of the underlying company (Only in case of
  no right adjustment)

  - Generally, when dividend of the underlying company decreases, the
  price of a call DW may increase, but the price of a put DW may
  decrease

  - Generally, when dividend of the underlying company increases, price
  of call DW may decrease, but the price of a put DW may increase

  2.7) The liquidity of the underlying asset, the liquidity of DW :
  depends on the market condition, the demand and supply of underlying
  asset, the demand and supply of DW, and the Market Maker obligation

  2.8) Trading commission, exercise expenses, other related expenses of
  trading DW, and the credit and financial status of the Issuer

3) Trading of DW may be affected by an order temporarily prohibiting the
purchase or sale of securities by posting the “H” (Halt) or “SP”
(Suspension) sign on the board of the underlying asset of DW. As a
result of an order to prohibit the purchase or sale of underlying asset,
DW also be prohibited in the same period.

4) The price of the underlying asset may change for many reasons
including corporate action of the underlying company, performance of the
underlying company and market situation. In some events such as
corporate action that affect the price of the underlying asset, the
Company may adjust the exercise price and the exercise ratio of DW.
However, if there is a corporate action and the Issuer decides not to
make any adjustment, the price of DW may be affected by the corporate
action.

5) An investment in a DW is not the same as owning the underlying asset
or having a direct investment in the underlying asset. The change in the
value of the DW may be disproportionate to or opposite to the change in
value of the underlying asset. DW holders may not receive a same right
as the holders of underlying asset, for example, voting rights or rights
to receive dividends.

6) On maturity, DW holders may receive the Net Cash Settlement later
than normal if there is Events of Default under the Terms and Conditions
of DW. Events of Default are defined as the event that is beyond the
control of the Company, but not the failure of the Company. Events of
Default may occur for many reasons including wars, political unrests,
orders prohibiting on the purchase or sale of securities, and
regulations affecting the prices of DW and underlying asset to cannot be
assigned.

  If Events of Default occur, DW holders may receive the Net Cash
  Settlement (if any) later than normal, for example, if any of the
  Events of Default occur before or on the last trading date, but
  resolve within thirty (30) days after the last trading date. Hence,
  the closing price of the underlying asset on the business day
  following the day that Events of Default have been resolved shall be
  used as the settlement price. The Company shall pay the Net Cash
  Settlement (if any) to DW holder’s bank account or send a crossed
  cheque to the registered holder on the Automatic Exercise Date and
  send by registered mail within eight (8) business days following the
  day that the Company determines the Settlement Price.

7) DW holders may carry credit risks for either collateralized DW or
non-collateralized DW. Therefore, DW holders shall study the financial
status, overall operation, and credit rating of the Company.

8) DW holders may be required to pay taxes including tax on the Net Cash
Settlement from the exercise

Not all of the risk factors described above will necessarily be
applicable to a particular DW. Please consider all risks carefully prior
to investing in any DW and carefully read the Terms and Conditions of
DW. DW investors should be confident they understand all related risks
before investing in DW.

4. Assets used for business

4.1 Fixed assets of the Company and its subsidiaries

A. Assets used in the Company’s business are as follows:

+-----------------------+-------------+-------------+-----------------+
| Description           | Net book    | Ownership   | Collat          |
|                       | value       |             | eral/obligation |
| (As of December       | (Thousand   |             |                 |
| 31^(st) 2014)         | Baht)       |             |                 |
+-----------------------+-------------+-------------+-----------------+
| Land (Supanburi       | 1,820       | Company’s   | None            |
| branch)               |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Building (Supanburi   | -           | Company’s   | None            |
| branch)               |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Equipment             | 70,103      | Company’s   | None            |
|                       |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Furniture and         | 12,165      | Company’s   | None            |
| fixtures              |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Vehicles              | -           | Company’s   | None            |
|                       |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Installation in       | 2,332       | Company’s   | None            |
| progress              |             | asset       |                 |
+-----------------------+-------------+-------------+-----------------+
| Total                 | 86,420      |             |                 |
+-----------------------+-------------+-------------+-----------------+

B. Assets used in subsidiaries’ business are as follows:

+-----------------------+-------------+-------------+-----------------+
| Description           | Net book    | Ownership   | Collat          |
|                       | value       |             | eral/obligation |
| (As of December       | (Thousand   |             |                 |
| 31^(st) 2014)         | Baht)       |             |                 |
+-----------------------+-------------+-------------+-----------------+
| Building improvements | 9,768       |   S         | None            |
|                       |             | ubsidiary’s |                 |
|                       |             |   asset     |                 |
+-----------------------+-------------+-------------+-----------------+
| Equipment             | 4,172       |   S         | None            |
|                       |             | ubsidiary’s |                 |
|                       |             |   asset     |                 |
+-----------------------+-------------+-------------+-----------------+
| Furniture and         | 3,520       |   S         | None            |
| fixtures              |             | ubsidiary’s |                 |
|                       |             |   asset     |                 |
+-----------------------+-------------+-------------+-----------------+
| Total                 | 17,460      |             |                 |
+-----------------------+-------------+-------------+-----------------+

4.2 Rental property

A. The Company rents the following space to operate business at its head
office and branches.

+---------------------+------------------------------+--------+-------+
| Rental Property     | Lessor                       | Rem    |       |
|                     |                              | aining |       |
|                     |                              | period |       |
|                     |                              | of     |       |
|                     |                              | lease  |       |
|                     |                              |        |       |
|                     |                              | as at  |       |
|                     |                              | 3      |       |
|                     |                              | 1^(st) |       |
|                     |                              | De     |       |
|                     |                              | cember |       |
|                     |                              | 2014   |       |
+---------------------+------------------------------+--------+-------+
| 1. Head office      | City Realty Co.,Ltd.         | 3      | 1     |
|                     |                              | years  | month |
+---------------------+------------------------------+--------+-------+
| 2. Hat Yai branch   | Lee Gardens Hotel Co., Ltd.  | 2      |       |
|                     |                              | years  |       |
+---------------------+------------------------------+--------+-------+
| 3. Nakhon           | K.R.Shopping Center Co.,Ltd. | 2      | 11    |
| Ratchasima branch   |                              | years  | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 4. Samut Sakhon     | A.T. Asset Co., Ltd.         | 1 year | 6     |
| branch              |                              |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 5. Nakhon Sawan     | Individual                   | 2      | 8     |
| branch              |                              | years  | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 6. Pinklao branch   | CPN Retail Growth Leasehold  | 1 year | 9     |
|                     | Property Fund                |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 7. Nakhon Pathom    | Individual                   | 2      | 6     |
| branch              |                              | years  | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 8. Chiang Rai       | Individual                   |        | 6     |
| branch              |                              |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 9. Phetchaburi      | Individual                   | 3      |       |
| branch              |                              | years  |       |
+---------------------+------------------------------+--------+-------+
| 10. Udon Thani      | Individual                   | 2      | 2     |
| branch              |                              | years  | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 11. Changwattana    | Na-Nakorn Estate Co.,Ltd.    | 1 year |       |
| branch              |                              |        |       |
+---------------------+------------------------------+--------+-------+
| 12. Thapra branch   | The Mall Shopping Complex    | 3      |       |
|                     | Co.,Ltd.                     | years  |       |
+---------------------+------------------------------+--------+-------+
| 13. Silom Center    | Porn Real Estate Co.,Ltd.    |        | 10    |
| branch              |                              |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 14. Silom Complex   | Silom Building and Service   | 1 year | 4     |
| branch              | Co., Ltd.                    |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 15. Pracha Chuen    | Individual                   |        | 8     |
| branch              |                              |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+
| 16.Udon Thani Cyber | Fairy Bridge Holdings Co.,   |        | 3     |
| branch              | Ltd.                         |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+

B. One Asset Management Limited rents the following space to operate
business at its head office.

+---------------------+------------------------------+--------+-------+
| Rental Property     | Lessor                       | Rem    |       |
|                     |                              | aining |       |
|                     |                              | period |       |
|                     |                              | of     |       |
|                     |                              | lease  |       |
|                     |                              |        |       |
|                     |                              | as at  |       |
|                     |                              | 3      |       |
|                     |                              | 1^(st) |       |
|                     |                              | De     |       |
|                     |                              | cember |       |
|                     |                              | 2014   |       |
+---------------------+------------------------------+--------+-------+
|   Head office       | Siam Piwat Co.,Ltd.          | 1 year | 11    |
|                     |                              |        | m     |
|                     |                              |        | onths |
+---------------------+------------------------------+--------+-------+

4.3 Intangible Assets and Goodwill

As of 31^(st) December 2014, the Company’s intangible assets were Baht
69.38 million, consisting of computer software which has usefull lives
for 5 and 7 years Baht 54.18 million and Computer software under
development Baht 15.21 million. The Company’s goodwill were Baht 26.71
million.

Intangible assets are carried at cost less any accumulated amortisation
and allowance for impairment (if any). Intangible assets with finite
lives are amortised on a systematic basis over the economic useful life
and tested for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the
amortisation method of such intangible assets are reviewed at least at
each financial year end. The amortisation expense is charged to profit
or loss from operation.

Goodwill is initially recorded at cost, which equals to the excess of
the cost of the business combination over the fair value of the net
assets acquired. If the fair value of the net assets acquired, exceeds
the cost of business combination, such excess is immediately recognised
as revenue in profit or loss from operation.

For subsequent measurement, goodwill is carried at cost less allowance
for impairment. Goodwill is tested for impairment annually or when
circumstances indicate that the carrying value may be impaired.

4.4 Investment Policy in Subsidiary Companies

The Company is focused on investing in businesses that support the
Company's business. Currently, the Company invests in an asset
management company to meet the diverse financial requirements of our
clients and invests in 2 offshore companies. As of 31^(st) December
2014, the Company’s investment in subsidiary companies was Baht 2,549.73
million. The details of subsidiary companies are as follows:

+---------------------+---------+----------+------------+-------------+
| Company’s           | B       | Paid-up  | Sh         | Cost        |
| subsidaiaries       | usiness | capital  | areholding | (Million    |
|                     |         |          | percentage | Baht)       |
+---------------------+---------+----------+------------+-------------+
| One Asset           | Mutual  | Baht 105 | 99         | 244         |
| Management Limited  | fund    | million  |            |             |
|                     | man     |          |            |             |
|                     | agement |          |            |             |
+---------------------+---------+----------+------------+-------------+
|                     |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
| KGI Securities      | Inv     | USD 39   | 100        | 1,549       |
| (Thailand)          | estment | million  |            |             |
+---------------------+---------+----------+------------+-------------+
| International       |         |          |            |             |
| Holdings Limited    |         |          |            |             |
|                     |         |          |            |             |
| (incorporated in    |         |          |            |             |
| Hong Kong)          |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
|                     |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
| KGI (Thailand)      | Inv     | USD 20   | 100        | 834         |
| Holdings Limited    | estment | million  |            |             |
|                     |         |          |            |             |
| (incorporated in    |         |          |            |             |
| British Virgin      |         |          |            |             |
|                     |         |          |            |             |
| Islands)            |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
|                     |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
| Total investments   |         |          |            | 2,627       |
| in subsidiaries     |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
| Less Allowance for  |         |          |            | (77)        |
| impairment loss     |         |          |            |             |
+---------------------+---------+----------+------------+-------------+
| Investments in      |         |          |            | 2,550       |
| subsidiaries - net  |         |          |            |             |
+---------------------+---------+----------+------------+-------------+

5. Legal Cases

As of 31^(st) December 2014, the Company and its subsidiaries had no
litigation as follows:

a)  which might have a potential negative impact in excess of 5% of the
    shareholders’ equity per its consolidated financial statements as of
    the latest accounting period;

b)  which may significantly affect the Company or its subsidiaries which
    impact cannot yet quantified;

c)  which arises other than from the Company’s normal business.

6. General information and Other relevant information

General information 

(1) Information of KGI Securities (Thailand) Public Company Limited

+--------------------------+-------------------------------------------+
| Business Type            | Securities businesses                     |
|                          |                                           |
| Head office address      | No.173 Asia Centre Building, 8^(th) -     |
|                          | 11^(th) Floor, South Sathorn Road,        |
|                          | Thungmahamek Sub-District, Sathorn        |
|                          | District, Bangkok 10120 Thailand          |
+--------------------------+-------------------------------------------+
| Company’s PCL            | No. 0107536000293                         |
| registration number      |                                           |
+--------------------------+-------------------------------------------+
| Telephone number         | 66 (0) 2658 8888                          |
+--------------------------+-------------------------------------------+
| Fax number               | 66 (0) 2658 8000                          |
+--------------------------+-------------------------------------------+
| Website                  | www.kgieworld.co.th and                   |
|                          | www.thaiwarrant.com                       |
+--------------------------+-------------------------------------------+
| Paid up capital          | Baht 1,991,763,130                        |
+--------------------------+-------------------------------------------+
| No. of paid-up shares    | 1,991,763,130 ordinary shares             |
+--------------------------+-------------------------------------------+
| Par Value                | Baht 1.00 per share                       |
+--------------------------+-------------------------------------------+

(2) Juristic Information which is 10% up of paid-up shares owed by the
Company

  ------------------------- ---------------------------------------------
  One Asset Management      
  Limited (“ONEAM”)         

  % of holding by the       99%
  Company                   

  Business Type             Fund Management

  Address                   No.989 Siam Tower (Siam Discovery), 24^(th)
                            Floor, Rama I Road, Pathumwan Sub-District,
                            Pathumwan District, Bangkok 10330, Thailand

  Telephone number          66 (0) 2659 8888

  Fax number                66 (0) 2659 8860

  Website                   www.one-asset.com

  Amount and Type of        Paid-up 10,500,000 ordinary shares at par
  paid-up shares            value Baht 10.00
  ------------------------- ---------------------------------------------

  ------------------------- ---------------------------------------------
  KGI Securities (Thailand) 
  International Holdings    
  Limited (“HOLDCO”)        

  % of holding by the       100%
  Company                   

  Business Type             Investment

  Address                   41/F Central Plaza, 18 Harbour Road, Wanchai,
                            Hong Kong

  Telephone number          (852) 2878 6888

  Fax number                (852) 2878 6800

  Amount and Type of        Paid-up 39,444,670 ordinary shares at par
  paid-up shares            value US$ 1.00
  ------------------------- ---------------------------------------------

  ------------------------- ---------------------------------------------
  KGI (Thailand) Holdings   
  Limited (“KTHL”)          

  % of holding by the       100 %
  Company                   

  Business Type             Investment

  Address                   P.O. Box 3340, Road Town, Tortola, British
                            Virgin Islands

  Telephone number          (852) 2878 6888

  Fax number                (852) 2878 6800

  Amount and Type of        Paid-up 20,000,000 ordinary shares at par
  paid-up shares            value US$ 1.00
  ------------------------- ---------------------------------------------

(3) Information of references

+-------------------------+--------------------------------------------+
| Registrar               | Thailand Securities Depository Co., Ltd.   |
+-------------------------+--------------------------------------------+
| Address                 | No.62, The Stock Exchange of Thailand      |
|                         | Building , 4^(th), 6^(th)-7^(th) Floor,    |
|                         | Rachadapisek Road, Klong Toey              |
|                         | Sub-District, Klong Toey District, Bangkok |
|                         | 10110, Thailand                            |
+-------------------------+--------------------------------------------+
| Telephone number        | 66 (0) 2229-2800                           |
+-------------------------+--------------------------------------------+
| Call Center             | 66 (0) 2229-2888                           |
+-------------------------+--------------------------------------------+
| Fax number              | 66 (0) 2359-1259                           |
+-------------------------+--------------------------------------------+
| Website                 | www.tsd.co.th                              |
|                         |                                            |
| E-mail                  | contact.tsd@set.or.th                      |
+-------------------------+--------------------------------------------+
| Auditor                 | The the following auditors of Deloitte     |
|                         | Touche Tohmatsu Jaiyos Audit Co., Ltd      |
|                         | (“Deloitte”) to be the Company’s auditor   |
|                         | for the 2014 accounting period.            |
|                         |                                            |
|                         | Auditor’s name Certified Public Account    |
|                         | Number                                     |
+-------------------------+--------------------------------------------+
|                         | 1. Mr. Chavala Tienpasertkij 4301          |
|                         |                                            |
|                         | 2. Dr. Suphamit Techamontrikul 3356        |
|                         |                                            |
|                         | 3. Mr. Niti Jungnitnirundr 3809            |
+-------------------------+--------------------------------------------+
|                         |                                            |
+-------------------------+--------------------------------------------+
| Address                 | No. 3, Rajanakarn Building, 25^(th) -      |
|                         | 26^(th) ,28^(th) Floor,                    |
|                         |                                            |
|                         | South Sathorn Road, Yannawa Sub-district,  |
|                         | Sathorn District, Bangkok 10120, Thailand  |
+-------------------------+--------------------------------------------+
| Telephone number        | 66 (0) 2676-5700                           |
+-------------------------+--------------------------------------------+
| Fax number              | 66 (0) 2676-5757                           |
+-------------------------+--------------------------------------------+
| Website                 | http://www.deloitte.com                    |
+-------------------------+--------------------------------------------+
|                         |                                            |
+-------------------------+--------------------------------------------+

1.  Other relevant information

Other information as an issuer of Derivative Warrants

1) Company Rating

TRIS Rating Co., Ltd. affirmed the Company rating at “BBB+” with
“stable” outlook on 7^(th) July 2014. The rating reflects the Company’s
strong capital position, its sizable market share in securities
brokerage, the strength and diversity of its lines of business and
revenue base, and its ability to leverage the extensive experience and
know-how of its major shareholder, KGI Group in Taiwan (KGI Taiwan).
Find Company rating announcement on www.kgieworld.co.th

Rating Symbols and Definitions

TRIS Rating uses eight letter rating symbols for announcing credit
ratings. The rating range from AAA, AA, BBB, BB, B, C abd D. The AAA is
highest rating and D is the lowest rating.

.BBB : The rating indicates a company or a debt instrument with moderate
credit risk. The Company has adequate capacity to pay interest and repay
principal on time, but is more vulnerable to adverse changes in
business, economic or other external conditions and is more likely to
have a weakened capacity to pay interest and repay principal than debt
in higher-rated categories.

The ratings from AA to C may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within a rating category.

2) Risk management of derivative warrants issued.

2.1 Objective of DW Issuing

To provide new investment products to investors and to diversify the
Company’s income.

2.2 Hedging Strategy and Risk management

2.2.1 Hedging Strategy

  To manage risk from DW issuing, the Company has hedging strategies
  such as:

a)  Hedging Strategy of Underlying Stock Price

  For Call Warrant, The Company has higher risk if the underlying stock
  price increases. The Company may lose from issuing Call Warrant. The
  Company will hedge by buying the underlying stock in proportion
  calculated from Net Delta Value. Therefore, the loss from DW issuing
  will be deducted by profit from the increase in the underlying stock.

  For Put Warrant, the Company has higher risk if the underlying stock
  price decreases. The Company may lose from issuing Call Warrant. The
  Company will hedge by short selling the underlying stock in proportion
  calculated from Net Delta Value. Therefore, the loss from DW issuing
  will be deducted by profit from the short selling on the underlying
  stock.

  b) Hedging Strategy for Volatility of Underlying Stock

  For Call and Put Warrant, the Company has higher risk if volatility of
  the underlying stock increases. The Company may lose from issuing Call
  or Put Warrant. The Company will hedge through other products such as
  OTC Derivative, Structured Note, Derivative on related underlying
  stock or Options on TFEX. Those products may link to other underlying
  stocks or index that have the same direction with the underlying stock
  of the DW.

  2.2.2 The Company’s Risk Management System

  In regards to the Company as the DW issuer, the Company has adopted a
  risk management framework on an integrated basis to manage risks
  across the enterprise effectively. The Company appointed the Risk
  Management Committee which is comprised of representatives of all
  business units as well as senior operational administrative
  executives, taking care of the overall risk of the Company. This
  includes the installation of a system to control and manage the credit
  and market risk. It also has established a standard operating
  procedure that was developed to reduce the risk of daily operations.

2.3 The role of top management in the risk management system

Besides the Risk Management Committee, the Company’s Risk Management
Department coordinates and facilitates management in implementing the
risk management according to the assigned policy, including regularly
monitoring and reporting on the risk status to the Company’s top
management, and continually instills a risk management culture to
executives and employees.

2.4 Supervision to comply with regulations to maintain position and
liquidity of DW issuing

Net Capital Rule and Net Capital Ratio (NCR)

The Company has a policy to maintain a Net Capital Rule and a Net
Capital Ratio (NCR) that are higher than the requirements under the SEC
regulations, which specified that the Net Capital Rule must be at least
Baht 25 million and the Net Capital Ratio must be at least 7% of
liabilities and guarantees.

2.5 DW issued by the Company for the last 2 years and underlying company
information (see Attachment 5).

2.6 Conflict of interest of DW issuing

In the case that the Company or its affiliates have conducted business
and/or performed other duties as per its approval, including but not
limited to investment advisory, financial advisory and/or proprietary
trading in which conflict of interest concerning the issuance of DW
might have been caused, for the purpose of fair treatment and the
prevention of any investment's advantage/disadvantage gain or lose by
the Company and clients, the Company has determined a procedure on
prevention of conflict of interest emphasizing insider trading. Under
such procedure, any department who performs its duties as investment
advisory, financial advisory and proprietary trading will presumably
possess equivalent status as that of the normal client. The department
will have no right to receive information or research paper which
differs from other clients of the Company.

2.7 Guarantor of DW and associated contracts of DW Issuer (if any)

- None –

2.8 Details of the sale of derivative warrants which is fully insured or
partially insured. (If any)

- None –