AEC Securities Public : Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction (1/2)

Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

No. SAC 003 /2565

	1 August 2022
Subject:	Opinion of Independent Financial Advisor on Private placement Transaction and Financial
	Support for Associate Company Transaction of Beyond Securities Public Company Limited
	("BYD")
Attention	Shareholders
	Beyond Securities Public Company Limited
Enclosure:	1) Information and overview of the business and performance of Beyond Securities Public
	Company Limited ("BYD")

1. Information and overview of the business and performance of EA Mobility Holding Company Limited ("EMH")

Reference:

1. Invitation Letter for Extraordinary General Shareholders' Meeting No. 1/2022 and the Enclosures.
2. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Clarifications on a disclaimer of auditor's opinion on Financial Statement of 2021 and the Company's Operating Results for the year ended 31 December 2021.
3. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: The notification of the resolution of the Board of Directors Meeting No.3/2022 regarding capital increase, the schedule of the 2022 Annual General Meeting of Shareholder and omission dividend payment.
4. 1. Capital Increase Report From (F53-4)
   2. Information Memorandum on the Offering of the Newly Issued Ordinary Shares to the Existing Shareholders (Right Offering).
5. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Notify the progress of Thai Smile Bus Co., Ltd. In receiving the results for fixed route transport license Issue dated 1 April 2022.

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

1. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Notification of extension for sending a special audit report of an independent expert Issue dated 1 April 2022.
2. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Clarification to the SET inquiry concerning internal control system and special auditing Issue dated 19 April 2022.
3. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Notification of extension for sending a special audit report of an independent expert (No. 2) Issue dated 29 April 2022.
4. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Audit Committee's opinion on special audit report Issue dated 17 May 2022.
5. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: The notification of the resolution of BOD Meeting No.5/2022 regarding the allocation of newly issued ordinary shares to specific investors (Private Placement), the schedule of the EGM No. 1/2022 and appoint the Chairman of Executive Committee Issue dated 23 May 2022.
6. 1. Capital Increase Report From (F53-4) (with additional of the names of the specific investor).
   2. Information Memorandum on the Offering of the Newly Issued Ordinary Shares to Specific Investors (Private Placement).
7. Letter through Stock Exchange of Thailand's website of Beyond Securities Public Company Limited Subject: Notification of resolutions BOD 6/2022 regarding addition name of the specific investors, the acquisition of preferred shares in ACE Incorporation lending money to Thai Smile Bus which is an associate company and amendment to agenda of EGM1/2022 Issue dated 30 June 2022.
8. 1. Capital Increase Report From ( with additional of the names of the specific investor).
   2. Information Memorandum on the Offering of the Newly Issued Ordinary Shares to Specific Investors (with additional of the names of the specific investor).
   3. Information Memorandum on the Acquisition of Assets, Schedule (1) of the Company.

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

1. 1. Information Memorandum on the Company on the Provision of Financial Assistance.
2. Letter through Stock Exchange of Thailand's website of Energy Absolute Public Company Limited Subject: Report the establishment of new subsidiary Issue dated 7 March 2022.
3. Letter through Stock Exchange of Thailand's website of Energy Absolute Public Company Limited Subject: Notification of new subsidiaries from share acquisition Issue dated 18 March 2022.
4. Letter through Stock Exchange of Thailand's website of Energy Absolute Public Company Limited Subject: Notification of Resolutions of the BOD's Meeting re the investment of subsidiaries in Beyond Securities PCL by the acquisition of newly issued ordinary shares to specific investor (Private Placement) and the disposition of investment in subsidiaries Issue dated 30 June 2022.
5. 1. Information Memorandum on the Acquisition and Disposition of Investment in subsidiaries resulting in the subsidiaries ceasing to be the Company's subsidiaries
6. Letter through Stock Exchange of Thailand's website of Energy Absolute Public Company Limited Subject: Notification of Resolutions of BOD Meeting re investment of subsidiaries in BYD by acquisition new ordinary shares to specific investors & disposition of investment in subsidiaries (revised on shareholding structure before & after transaction on page8) Issue dated 8 July 2022
7. Annual Report of Beyond Securities Public Company Limited as of 31 December 2021
8. Annual Report of Energy Absolute Public Company Limited as of 31 December 2021
9. Loan agreement between ACE Incorporation Company Limited ("ACE") and Beyond Securities Public Company Limited was previously AEC Securities Public Company Limited ("AEC") as of 31 July 2020
10. Memorandum of Agreement extending the payment period between ACE Incorporation Company Limited ("ACE") and Beyond Securities Public Company Limited was previously AEC Securities Public Company Limited ("AEC") as of 4 January 2022
11. Sales and Purchase Agreement between Eve Now Co., Ltd. (Seller) and Thai Smile Bus Co., Ltd. (Buyer) Issue dated 23 September 2020
12. Amendment Agreement between Eve Now Company Limited and Thai Smile Bus Company Limited Issue dated 6 August 2021 No. 1

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

1. Amendment Agreement between Thai Smile Bus Company Limited (transferor) and between ACE Incorporation Company Limited (transferee) and Eve Now Company Limited (seller) Issue dated 31 August 2021 No. 2 (transfer of claim)
2. Amendment Agreement between ACE Incorporation Company Limited (Buyer) and Eve Now Company Limited (Seller) Issue dated 18 November 2021 No. 3
3. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and BB Rich Thailand Company Limited ("BBR") and vehicle registration Issue dated 25 November 2021 and 1 September 2021
4. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and Sawakechat Company Limited ("SC") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
5. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and T. Manit Transportation Company Limited ("TMN") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
6. Passenger bus hire purchase agreement between Ace Incorporation Company Limited ("ACE") and Ampairungroj Company Limited ("ARR") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
7. Passenger bus hire purchase agreement between Ace Incorporation Company Limited ("ACE") and Leekpai Transport Company Limited ("LKS") and vehicle registration dated Issue 25 November 2021 and 5 October 2021
8. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and Chareonbus Company Limited ("CB") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
9. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and Chaiyakorn Transportation Company Limited ("CK") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
10. Passenger bus hire purchase agreement between ACE Incorporation Company Limited ("ACE") and Santimitr Transportation Company Limited ("STM") and vehicle registration Issue dated 25 November 2021 and 1 October 2021
11. Appraisal E-Bus of Beyond Securities Public Company Limited prepared by KTAC Appraisal Company Limited as of 31 January 2022
12. Minutes of the Board of Directors' meeting from 2020 - 2022 related to the transaction

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Opinion of Independent Financial Advisor on Private Placement Transaction and Financial Support for Associate Company Transaction of Beyond Securities Public Company Limited ("BYD")

1. Unaudited financial statements but reviewed by the Certified Public Accountant of Beyond Securities Public Company Limited by EY Office Company Limited for 3 month period ended 31 March 2022.
2. Audited financial statements by Certified Public Accountant of Beyond Securities Public Company Limited by EY Office Company Limited for 12month period ended 31 December 2019 - 31 December 2021.
3. Reviewed financial statements of Thai Smile Bus Company Limited ("TSB") by BPR Audit and Advisory Company Limited for 3 month period ended 31 March 2022.
4. Financial statements audited by Certified Public Accountant of Thai Smile Bus Company Limited ("TSB") by DIA International Audit Company Limited for the 1 2 month period ended 31 December 2021.
5. Audited financial statements by Certified Public Accountant of Thai Smile Bus Company Limited ("TSB") by Mr. Piti Chatchawanchokchai for the period of 9 June 2020 to 31 December 2020.
6. Company Affidavit, Memorandum of Association, and other documents of Beyond Securities Public Company Limited, as well as interview with the management
7. Company Affidavit, Memorandum of Association, and other documents of Energy Absolute Public Company Limited, as well as interview with the management
8. Company Affidavit, Memorandum of Association, and other documents of ACE Incorporation Company Limited, as well as interview with the management
9. Company Affidavit, Memorandum of Association, and other documents of B.B. RICH (THAILAND) ("BBR") Company Limited, as well as interview with the management
10. Company Affidavit, Memorandum of Association, and other documents of Sawakechat ("SC") Company Limited, as well as interview with the management
11. Company Affidavit, Memorandum of Association, and other documents of T. Manit ("TMN") Transportation Company Limited, as well as interview with the management
12. Company Affidavit, Memorandum of Association, and other documents of Ampairungroj ("ARR") Company Limited, as well as interview with the management
13. Company Affidavit, Memorandum of Association, and other documents of Leekpai Transport ("LKS") Company Limited, as well as interview with the management
14. Company Affidavit, Memorandum of Association, and other documents of Chareonbus ("CB") Company Limited, as well as interview with the management

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