tender offer, and to propose the transaction to the shareholders’ meeting for further consideration and approval. The Board of Directors viewed that the entering into this transaction is reasonable and

of fair value of the financial advisor is appropriate and reasonable, therefore, the base price should be fixed as a minimum price for asset divestment of the Company by using reference from of the

viewed that the entering into this transaction is reasonable and highly beneficial to the Company and its shareholders because the offer price of the conditional tender offer is considered fair. In

to the capital increase and waiver of right to subscribe the newly issued shares, as well as having the power to carry out any other actions which are necessary and reasonable in relation to the

held on 25 April 2018, considered that the transaction   - 18 - is reasonable and beneficial to the Company and the shareholders and it will be the significant opportunity to the renewable business. 11

Board of Directors has the opionions that this transaction is reasonable to company’s business operation and it is the most beneficial to the company and its shareholders. As to considering the operating

opinion that the increased investment value in Carnival Magic Project is under reasonable condition and will benefit the Company and its shareholders as specified in Item No. 8 13 12. Opinion of Audit

under reasonable condition and will benefit the Company and its shareholders as specified in Item No. 8 12. Opinion of Audit Committee That Differs from the Opinion of the Board of Directors - None - The

, during which the Audit Committee members also had a presence, has considered and opined that the transaction is reasonable and beneficial to the Company and shareholders in the long run. 12. Opinion of the

considered and opined that the transaction is reasonable and beneficial to the Company and shareholders in the long run. 12. Opinion of the Audit Committee and/or directors of the Company that differs from