20 December 2010

JMT purchase low quality debt

Acquisition and disposition of assets The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied upon as the definitive nor the official document of the Company. The Thai version is the official document andshall prevail in all respects in the event of any inconsistency with the English translation. (Translation) IR53/013 17 December 2010 Subject Notification of 6 months period asset acquisition Attn: President The Stock Exchange of Thailand Jay Mart Public Company Limited. ("JMART" or "the Company") Board of Directors No. 6/2010 dated 3 December 2010 had passed the to let JMT Network Services Co., Ltd. (JMART's subsidiary in which JMART holds 99.99 per cent of all shares of JMT Network Services Co., Ltd.("JMT")) enter into the Capital OK Co., Ltd. ("Cap OK") low quality debt auction for further debt management and collection. On 16 December 2010, JMT won the auction, and executed a Memorandum of Understanding ("MOU") with Cap OK successfully. (Collectively referred to as the "the said transaction") The entering into the said transaction constituted an asset acquisition of a listed company under the Notification of the Capital Market Supervisory Board No. Thor. Jor. 20/2551 Re: Criteria of significant transaction that would be an acquisition or disposition of assets and the 2547 Notification of the Stock Exchange of Thailand re: Disclosure of information and performance of listed companies in the acquisition or disposition of assets (collectively referred to as the "Acquisition/Disposition Notifications"). 1. Transaction Date 16 December 2010 2. The parties involved and the relationship with the Company Buyer : JMT Network Services Co., Ltd.("JMT") Seller : Capital OK Co., Ltd. ("Cap OK") Relationship with the Company : Cap OK is not regard as JMART connected person accordance to Notification of Capital Market Supervisory Board No. Tor Jor. 21/2551 Re: Rules of entering into connected transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of listed companies concerning the Connected Transactions B.E. 2546 ("Connected Transaction Notification") 3. The general characteristic of the transaction This transaction is considered as class 2 transaction of Acquisition/Disposition Notifications, since the 6 months period transaction size is 30.53%. The size of the only said transaction (value of 307.52 millions baht) calculated based on the Company's Consolidated Financial Statement ended 30 September 2010 and total value of consideration is 22.76%. However, the 6 months period transaction size is 30.53%, since within the past 6 months prior the said transaction JMT had acquired the low quality debt total size of total 105 million baht or the size of 7.77%. The total 105 millions baht low quality debt, JMT purchased from commercial bank total of 67 millions bath and the financial institution of 38 million bath. 4. Details of Acquired assets (1) Asset Characteristic : Low Quality Debt (2) Average Aging : 0 - 6 Years (3) Total Loan Account : 372,850 Accounts - Active loan : 9,396 Accounts - Non-active loan : 363,454 Accounts (4) Total Loan Amount : 5,423.68 million bath - Active loan : 102.29 million bath - Non-active loan : 5,321.39 million bath (5) Seller Book Value as of 30 Sep 10 : 102.29 million bath (6) Auction Winning Price : 307.52 million bath 5. Total consideration value and criteria for determining the consideration value The company won the auction with the price of 307.52 million baths, or 5.67% discount from the loan amount. With consideration of JMT expertise and low quality debt collection experience, the said transaction shall provide the high and pleasant return on investment after operational expense of 15-20 % per year. JMART is subjected to make a payment of 307.52 million baths on cash basis, which can be separated into 4 equally payments, the first payment is subjected to be done on the signing date and the remaining balance is subject to be on paid on the quarterly basis. 6. Financing JMART will enter into the debt borrowing of 150 million baht from financier while internal cash flow shall fulfill the remaining balance. 7. Benefits to the Company as the result of the transaction The company will recognize yearly revenue of 150 million baht for 4 years and shall recognize the return on investment after operational expense of 15-20 % per year. 8. Board of Director's opinion on the transaction The Board of Directors considered that the said transaction is the company normal operating business. The company shall recognize higher revenue and a pleasant return on investment after operational expense of 15-20 % per year which is higher than the company cost of capital. 9. Opinion of the Board of Directors and/or the Audit Committee which is different from 8. - None - 10. Condition Precedent This transaction is considered as class 2 transaction of Acquisition/Disposition Notifications. The Company is required to report and disclose the transaction details to the Stock Exchange of Thailand and required to distribute a written notice of its decision to enter into a transaction on its shareholders within 21 days from the date of disclosure of information to the Stock Exchange of Thailand. The Company hereby certifies that the information contained in this report form is true and complete in all respects. ???????????????????????????.. (Mr. Adisak Sukhumvitaya) CEO ______________________________________________________________________