Benefits of Making Business in Thailand | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN THAILAND WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN THAILAND WWW.MERGERSCORP.COM

4. Country Overview Thailand, a country located in Southeast Asia, is bordered by Myanmar to the north and northwest, Lao PDR and Cambodia to the east, Malaysia and the Gulf of Thailand to the south, and the Andaman Sea to the southwest. Thailand's capital city is Bangkok, its currency is the baht (THB), and the official language is Thai. Located in southern Asia it is known for great eats, martial arts, beaches, and many temples. Thailand also has many islands that are well known that have numerous resorts for tourists. There are also many islands that make up the country of Thailand. One of the most famous is Phuket Island. The food, the prices, the incredible hotels, cheap hostels, beautiful islands, the ease of getting around any and all could be responsible for why Thailand is so popular, and why last year over 38 million people visited. Thailand is Southeast Asia’s second largest economy after Indonesia. With a well-developed infrastructure, a free-enterprise economy, and generally pro-investment policies, Thailand historically has had a strong economy. However, it experienced slow growth from 2013 to 2015 as a result of domestic political turmoil and sluggish global demand, which curbed Thailand’s traditionally strong exports, mostly electronics, agricultural commodities, automobiles and parts, and processed foods.

5. Executive Summary Bangkok, Thai Krung Thep, city, capital, and chief port of Thailand. It is the only cosmopolitan city in a country of small towns and villages and is Thailand's cultural and commercial centre. Bangkok is located on the delta of the Chao Phraya River, about 25 miles (40 km) from the Gulf of Thailand. It's famous for its prostitution and red light districts, as well as being a hedonists dream with an abun. As aforementioned, Bangkok has the best food in the world. This includes both its world renowned street food, as well as some of the best international restaurants in Asia. The current population of Thailand is 69,731,044. Thailand population is equivalent to 0.9% of the total world population. Thai society portrays the harmony combination of three belief systems: Animism, Hinduism, and Buddhism. Animism is a word derived from Latin animus or 'soul'. The belief of animism is probably one of man's oldest beliefs, with its origin most likely dating from the Paleolithic age. The south-central coast and the eastern shoreline of the Malay Peninsula both border the Gulf of Thailand of the Pacific Ocean. Phuket nestles in balmy Andaman Sea waters on Thailand's Indian Ocean coastline 862 kilometres south of Bangkok.

6. Introduction – Doing business in Thailand Thailand is the second-largest economy in Southeast Asia after Indonesia, and recognized by the World Bank as “one of the great development success stories” in social and development indicators. Starting a Legal Corporation in Thailand. Remember, foreigners are not allowed to own 100% shares of any business in Thailand, unless you are a US citizen which you can read more about below. The most popular way to start a business in Thailand is to register a business under a Thai person. As it currently stands, the minimum capital requirement for a Thai majority shareholder company (limited) is 2 million Baht, with a government set up fee of roughly 7,000 Baht. If you have a Thai spouse, this requirement is reduced to 1 million Baht. The majority of shares in a Thai company must be owned by a Thai citizen unless it is part of a special Board of Investment (BOI) program. This means that foreigners can only own up to 49% of a Thai company.

7. Conducting business in Thailand country. Thailand's e-Registration system, a new initiative by the Department of Business Development. The new system means they no longer have to go through the conventional registration process, which involves submitting work rules and regulations or an official seal registration certificate. Thailand is one of the region's fastest growing economies, backed by an expanding middle class, rising demand for consumer goods and a thriving start-up community. The second- largest economy in South-east Asia offers strong prospects for investors in a variety of sectors. Before you register your business in Thailand, it’s important to consider which company structure will best suit your needs. There are several different options: Sole proprietorship, Partnership (unregistered, registered or limited), Company (public or limited), Joint venture. Companies in Thailand have to be registered with the Department of Business Development, Ministry of Commerce. Thailand is an attractive destination to do business for foreign investors, thanks to its government initiatives. Here is what you can expect when it comes to setting up a company in the

8. Taxation in Thailand principal tax law in Thailand is the Revenue Code, which governs personal and corporate income taxes, value added tax, specific business tax, and stamp duties. Customs duties are regulated by the Customs Act; the Excise Act governs excise tax; and the Petroleum Income Tax Act governs petroleum income tax. The Revenue Department of the Ministry of Finance is responsible for the administration of personal income tax, corporate income tax, petroleum income tax, value added tax, specific business tax, and stamp duties. The administration of customs duties is the responsibility of the Customs Department, Ministry of Finance, while the administration of excise tax is the responsibility of the Excise Department, Ministry of Finance. In general, Thailand's tax administration follows the concept of self-assessment. Taxpayers have a legal duty to declare their income and pay tax to the authorities. The income declared and tax paid are assumed to be correct. In Thailand, taxes are imposed at both national and local levels. The central government is the main taxing authority. The

9. Trade Complexity Index (ECI). In 2017, Thailand exported $215B and imported $160B, resulting in a positive trade balance of $54.8B. In 2017 the GDP of Thailand was $455B and its GDP per capita was $17.9k. In 2017 Thailand exported $215B, making it the 23rd largest exporter in the world. During the last five years the exports of Thailand have decreased at an annualized rate of - 1.8%, from $236B in 2012 to $215B in 2017. The most recent exports are led by Office Machine Parts which represent 9.2% of the total exports of Thailand, followed by Integrated Circuits, which account for 5.58%. In 2017 Thailand imported $160B, making it the 27th largest importer in the world. During the last five years the imports of Thailand have decreased at an annualized rate of -6.8%, from $226B in 2012 to $160B in 2017. The most recent imports are led by Gold which represent 6.64% of the total imports of Thailand, followed by Vehicle Parts, which account for 3.43%. Thailand is the 23rd largest export economy in the world and the 32nd most complex economy according to the Economic

10. Banking in Thailand independent entity supervises local financial institutions and provides banking facilities, prints and issues banknotes and security documents, promotes monetary stability, and sets monetary policies. There are 14 Thai commercial banks and 11 foreign bank branches in Thailand. The public financial sector also includes several "specialized" government banks, namely the Government Savings Bank for small savings deposits, the Bank for Agriculture and Agricultural Cooperatives for farm credits, the Government Housing bank for middle and low-income housing mortgages, the Industrial Finance Corporation of Thailand for industrial development projects, and the Export Import Bank for importers and exporters. The Bank of Thailand (BOT, the country’s central bank) focuses on strengthening the Thai financial system to serve the economy through fundamental technological improvement. The payment systems and infrastructure are critical to all businesses and economic activities. Banks in Thailand are governed by the country’s central bank, the Bank of Thailand, which was established in 1942. This

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com