Dimet Siam Public : The Opinion Report of the Independent Financial Advisor on Asset Disposition and Connected Transactions

Enclosure 5

Opinion of the Independent Financial Advisor

Concerning the Acquisition of Asset and

Connected Transaction

(Supporting Document for Agenda 3 of

the Extraordinary Shareholders' Meeting No. 1/2022)

of

Dimet (Siam) Public Company Limited

The Independent Financial Advisor

Capital Advantage Company Limited

June 2, 2022

-TRANSLATION-

The English Translation of the Independent Financial Advisor's Opinion has been prepared solely for the convenience of foreign shareholders of the Company and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor's Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

No. 074/2022

2 June 2022

Subject: Opinion of the Independent Financial Advisor concerning the acquisition of assets and connected transaction of Dimet (Siam) Public Company Limited in a partial acquisition of shares of SGMP Company Limited and Private Placement of shares of the Company

To	Audit Committee and Shareholders of
	Dimet (Siam) Public Company Limited

References: 1) Resolution of the Board of Directors' Meeting No. 4/2022 of Dimet (Siam) PCL. held on May 17, 2022

1. Information Memorandum concerning the acquisition of assets and connected transaction and Information Memorandum of Private Placement of Dimet (Siam) PCL. dated May 17, 2022.
2. Capital Increase Form of Dimet (Siam) PLC. dated May 17, 2022.
3. Annual Registration Statement (Form 56-1) of Dimet (Siam) PCL. for the year ended December 2019-2021
4. Financial Statements audited by certified public accountant of Dimet (Siam) PCL. for the 12-month period ended June 30, 2019 - 2020, for the 6-month period ended December 31, 2020, for the 12-month period ended December 31, 2021 and Financial Statements reviewed for the 3-month period ended March 31, 2022
5. Financial Statement audited by certified public accountant of Dimet Paint Co.,Ltd, Igen Energy Co., Ltd., Mctric Co.,Ltd, for the 12-month period ended December 31, 2020 and draft financial statements of 2021
6. Financial Statements audited by certified public accountant of SGMP Co.,Ltd. for the 12-month period ended December 31, 2019 - 2021 and Financial Statements reviewdfor the 3-month period ended March 31, 2022
7. Report of Property Appraisal of Dimet (Siam) PCL. and related companies by First Star Consultant Co.,Ltd. dated February 25, 2022
8. Report of Property Appraisal of SGMP PCL. by 15 Business Advisory Co.,Ltd. dated March 11, 2022
9. Company Affidavit, Memorandum of Association, Trial Balance, Information and other documents, as well as interviews with the management and relevant staff of Dimet (Siam) PCL and SGMP Co.,Ltd.

Disclaimers:1) Results of the study conducted by Capital Advantage Company Limited ("CapAd" or the "Independent Financial Advisor") in this report are based on information and assumptions provided by management of Dimet (Siam) PCL. and SGMP Co.,Ltd, as well as information disclosed to the public on the websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th)

1. The Indepdent Financial Advisor shall not be responsible for profits or losses and any impacts resulting from the transactions.
2. The Independent Financial Advisor conducted the study with knowledge, skills and cautiousness in accordance with the professional ethics.
3. The Independent Financial Advisor considers and provides its opinions based on the situation and information at the present time, If such situation and information change significantly, the study results in this report maybe affected.

Capital Advantage Co., Ltd.

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The IFA Opinion

- TRANSLATION-

Dimet (Siam) Plc.

The Board of Directors Meeting No. 4/2022 of Dimet (Siam) Public Company Limited (the "Company") held on May 17, 2022 has passed the resolution to approve the acquisition of shares in SGMP Company Limited ("SGMP") in the amount of 6,150,000 shares at the par value of Bt. 5 per shares consisting of 6,000,000 ordinary shares and 150,000 preferred shares, representing 30 percent of all shares in SGMP from its existing shareholder, namely Gold Dynamic Holding Company Limited which is a Hong Kong juristic person (the "Seller of SGMP Shares") at the purchase price of Bt. 60.439 per shares totaling of not exceeding Bt. 371,700,000, including the execution of the share purchase agreement, and other arrangements, contracts and documents relating to the acquisition and acceptance of shares in SGMP. The Company will pay for the shares in SGMP with the following details:

1. The Company will pay for the consideration by issuance of newly issued ordinary shares of the Company by the way of a private placement offering as payment in kind for the acquisition of shares instead of cash. Upon comparison between the fair value of SGMP and that of the Company, the Board of Directors resolved to propose that the Shareholders' Meeting consider and approve the issuance and allocation of not exceeding 423,000,000 shares at a par value of Bt. 0.50 per share, with the offering price of Bt. 0.59 per share, totalling Bt. 249,570,000 to the Seller of SGMP Shares as payment in kind for the acquisition and acceptance of shares in SGMP from the Seller of SGMP Shares, representing 17.35% of all issued and paid-up shares of the Company (based on all issued and paid- up shares of the Company after the execution of share allocation in consideration of the Share Purchase Transaction of SGMP) with the shares swap ratio of 1 SGMP's shares per 102.439 newly issued shares of the Company
2. The Company will pay for the consideration in cash in the amount of Bt. 122,130,000.

Transaction involving the Share Allocation in Consideration of the Acquisition of Shares in SGMP constitutes an offering of newly issued ordinary shares by way of private placement, whereby the Shareholders' Meeting of the Company shall pass a resolution to specifically determine the offering price at Bt. 0.59 per share, which is not lower than 90% of the market price of the Company's shares pursuant to the requirements of the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Specific Investors dated October 28, 2015 (as amended) (the "Notification No. TorJor. 72/2558"). In this regard, the "market price" refers to the weighted average price of the Company's shares listed on the SET for the past period of at least 7 consecutive business days, but not exceeding 15 consecutive business days prior to the date the Board of Directors passed its resolution to propose this matter to the Shareholders' Meeting of the Company to approve the capital increase and the allocation of new shares, whereby the weighted average price of the Company's shares calculated for the past 7 consecutive business days during the period from May 5, 2022 to May 13, 2022 is equal to Bt. 0.54 per share

The share acquisition of SGMP totaling Bt. 371,700,000. The transaction is under the Notification of the Capital Market Supervisory Board No. Tor.Chor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets 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 Acquisition or Disposition of Assets B.E. 2547 (2004) and its amendments ("Notifications on Acquisition or Disposition of Assets"). The highest transaction size is equal to 75%, calculated based on criteria of total consideration value according to the Company's consolidated financial statements for year ended March 31, 2022. The Company has no transaction of acquisition during the past 6 months before the date of the BOD's meeting to approve this transaction.

The entering into the transactions is deemed as connected transactions under the Notification of Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on 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 Connected Transactions B.E. 2546 (2003) (collectively referred to as the "Notifications on Connected Transactions") as Mr. Huang Ho-Chih is a director & Chief Executive Officer of the Company and a director & shareholder of 30% of SGMP held via Gold Dynamic Holding Co.,Ltd. Size of connected transactions is 99% of net tangible asset of the Company's consolidated financial statements as of March 31, 2022, which is higher than 3% of net

Capital Advantage Company Limited

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The IFA Opinion

- TRANSLATION-

Dimet (Siam) Plc.

tangible asset of the Company and subsidiaries. Over the past 6 months, the Company has no connected transactions that are not approved by the shareholders' meeting.

As the size of transaction is in the range of 50% - 100% according to the Notifications on Acquisition or Disposition of Assets and the size of connectd transaction is over 3.00% of Net Tangible Asset. Therefore, the company is required to disclose information on the entering into the asset acquisition and connected transactions to the SET and appoint an independent financial advisor to render an opinion to the shareholders of the Company. It also has to seek approval from shareholders' meeting with affirmative votes of at least three-fourths of the total votes of the shareholders who attend the meeting and are eligible to vote, excluding shareholders with conflict of interest.

The Company has appointed Capital Advantage Company Limited as the Independent Financial Advisor (the "Independent Financial Advisor" or "CapAd") to render an opinion to sharesholders regarding reasonableness and fairness of price and conditions for the acquisition of assets and connected transaction. CapAd has studied Information Memorandum concerning the acquisition of assets and information from interviews with management and executives of the Company and SGMP as well as documents received from the Company and SGMP such as financial statements, business plan, relevant documents, and information disclosed to the public, information disclosed on websites of SET and the Office of the Securities and Exchange Commission ("SEC"), and financial information available from various websites as a basis for rendering our opinion on such transactions. The opinion of CapAd in this report is based on the assumption that all information and documents received from the Company's and SGMP's management are accurate and complete. CapAd is unable to assure or guarantee any accuracy or completeness of such information. In deriving its opinion, CapAd takes into account current operating environment and most up-to-date information at the time of issuance of this report. Any change or future incident may have a material impact on business operation and financial projection of the Company and SGMP and assessment and analysis of CapAd, as well as decision of shareholders on the acquisition of assets and connected transaction.

In providing the opinion to shareholders, CapAd studies and analyzes information stated above by considering the reasonableness of transaction, price and conditions with the other relevant factors which CapAd has considered such information thoroughly and reasonably according to the professional standards for the best interests of shareholders.

The attachments to this report are deemed as part of this opinion report and are information that shareholders should consider in conjunction with this report.

After CapAd considering and studying all the information on the acquisition of assets and connectd transaction, CapAd would like to summarize the study results as follows:

Capital Advantage Company Limited

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The IFA Opinion- TRANSLATION-Dimet (Siam) Plc.

	Abbreviation
"the Company" or "DIMET"	Dimet (Siam) PCL.
"DP"	Dimet Paint Co., Ltd. (formerly named Asian Corrosion Technology Co., Ltd.
	(a subsidiary of the Company))
"Igen-Energy"	Igen Energy Co., Ltd. (a subsidiary of the Company)
"McTRIC"	MC TRIC Co., Ltd. (a related company)
"IGEN"	Igen Engineering Co., Ltd. (a related company)
"GDH"	Gold Dynamic Holding Co., Ltd. and/or the seller of SGMP shares
"SGMP"	SGMP PCL.
"15 Business Advisory"	15 Business Advisory Company Limited as an independent asset appraiser
	of SGMP
"First Star Consultant"	First Star Consultant Company Limited as an independent asset appraiser
	of the Company
"Dimet Group"	The Company and its subsidiaries and associated companies
"Independent Financial Advisor" or "CapAd"	Capital Advantage Company Limited
"The SEC"	The Office of the Securities and Exchange Commission, Thailand
"The SET"	The Stock Exchange of Thailand

"Notifications on Acquisition or Disposition of Assets" The Notification of the Capital Market Supervisory Board No. Tor.Chor.

	20/2551 Re: Rules on Entering into Material Transactions Deemed as
	Acquisition or Disposition of Assets 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 Acquisition or
	Disposition of Assets B.E. 2547 (2004) and its amendments
"Notifications on Connected Transaction"	The Notification of the Capital Market Supervisory Board No. Tor.Chor.
	21/2551 Re: Rules on 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 (2003) and its amendments
"Notification of Tor.Chor. 72/2015	"The Notification of the Capital Market Supervisory Board No. Tor.Chor.
	72/2015 Re: The Approval of Share Offering to Private Placement dated
	October 28, 2015 and its amendments
"NTA"	Net Tangible Assets
"WACC"	Weighted Average Cost of Capital

Capital Advantage Company Limited

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