1. Transaction Perimeter & Manufacturing Facilities

• Asset Location: Eastern Economic Corridor (EEC), WHA Chonburi Industrial Estate 1, Bo Win, Si Racha District, Chonburi Province, Thailand.
• Operational Footprint: 22,000 sqm total plant area across two contiguous manufacturing complexes: Facility 1 (14,000 sqm core precision electronics & medical assembly) and Facility 2 (8,000 sqm automated cleanroom expansion wing).
• Reported Financial Baseline (Subject to Financial Diligence):
  • Consolidated Reported LTM Revenue: USD 30,000,000 | Consolidated Reported LTM EBITDA: USD 6,000,000.
  • Reported Facility 1 Contribution: USD 4,200,000 (70.0% of reported EBITDA, subject to independent financial verification).
  • Reported Facility 2 Contribution: USD 1,800,000 (30.0% of reported EBITDA, subject to revenue attribution and authorization review).

2. Data Room Physical & Regulatory Inventory

A. Corporate Registry, FBA & BOI Promotion

• DOC-01 & DOC-02: Department of Business Development (DBD) Company Affidavit (Nangsue Raprong), Memorandum & Articles of Association under the Civil and Commercial Code.
• DOC-03: Board of Investment (BOI) Promotion Certificate No. 64-0812-1-00-1-0 issued under the Investment Promotion Act B.E. 2520. The certificate’s approved activities, conditions, and applicable privileges, together with any required Foreign Business Certificate (FBC) under the Foreign Business Act B.E. 2542, remain subject to verification against the company’s actual operations.
• DOC-04: BOI Machinery and Raw Materials Duty Exemption Ledgers (Section 36), recording imported capital equipment balances, subject to customs reconciliation and compliance conditions.

B. Sectoral Licensing & Industrial Operations

• DOC-07: Factory Operation License (Ror.Ngor. 4 / ร.ง.4) No. 3-72(1)-45/2561-CBI issued for Facility 1 (authority as recorded on document, subject to verification).
• DOC-12 [CRITICAL GAP]: Final Factory Operation License (Ror.Ngor. 4 / ร.ง.4 expansion endorsement) covering Facility 2 is UNPROVIDED IN DATA ROOM. Commercial production at Facility 2 is reported to have commenced in Q1 2026 under internal trial-run protocols. The documentary basis, regulatory status, and permitted scope of those operations have not yet been established from the available data room record.
• DOC-15: Internal commercial revenue ledger attributing approximately 30% of consolidated production volume and customer invoicing to the expanded Facility 2 cleanroom line.

C. Industrial Estate Authority (IEAT) Land, Building & Environmental Approvals

• DOC-05: Freehold Land Title Deed (Chanote / Nor.Sor. 4), held under special foreign land ownership permission from the Industrial Estate Authority of Thailand (IEAT) pursuant to Section 44 of the IEAT Act B.E. 2522 (subject to legal verification of title conditions and the specific impact of the transaction structure on privilege continuity).
• DOC-06: Building Construction Permit (Or. 1 / อ.1) and Building Inspection Certificate (Or. 6 / อ.6) for Facility 1 under the Building Control Act B.E. 2522 (Facility 2 building inspection records unprovided).
• DOC-08 & DOC-09: IEAT Environmental Compliance Approval, Industrial Effluent Monitoring Log, and Hazardous Waste Disposal Manifests with licensed waste contractors.
• DOC-18: Indicative Advisory Fee Benchmark: Specialized Thai industrial licensing consultancy quotation of THB 2,800,000 (~USD 80,000) for Ror.Ngor. 4 expansion filing and BOI project capacity amendment advisory scope.

1. Evidentiary Determination Matrix

Area	Evidentiary Fact	Identified Uncertainty	P4-A Status
Facility 1 (Core Operations)	Chanote title deed (subject to verification of title and IEAT land-ownership approval), Or. 1/Or. 6 building permits, and Ror.Ngor. 4 factory licence (DOC-07).	The available records identify a BOI promotion certificate and core operating documents for Facility 1. The scope of promoted activities and the continuing validity and applicability of the relevant approvals remain subject to document-level verification and Thai legal review.	DOCUMENTARY INVENTORY VERIFIED* USD 4.20M REPORTED EBITDA
Facility 2 (Cleanroom Wing)	Physical construction completed; commercial production reported under internal trial-run protocols since Q1 2026. Final Ror.Ngor. 4 expansion licence (DOC-12) is unprovided.	The available data room does not evidence the formal statutory basis of the trial operations or whether operational clearance was granted under the Factory Act B.E. 2535. Whether commercial manufacturing can be lawfully conducted in the current operational configuration remains an unverified underwriting assumption. This gap does not by itself establish unlawful operation.	MISSING EVIDENCE CONDITIONAL
BOI Scope & FBA (Foreign Ownership)	The target is reported to have 100% foreign shareholding under a BOI-promoted project; the applicable privileges and any required FBC remain subject to verification.	BOI production capacity and eligible product categories must be formally reconciled against actual product mix manufactured in Facility 2. Do not presume that the BOI certificate covers activities outside the approved project scope. Non-promoted ancillary services require review under FBA B.E. 2542 List 3.	WORKING INQUIRY RECONCILIATION
Advisory Fee Benchmark (DOC-18 Scope)	Third-party specialized industrial licensing consultancy quotation of THB 2,800,000 (~USD 80,000) (DOC-18).	Quotation covers advisory scope for administrative filings and BOI capacity amendments. Physical modifications, potential machinery retrofitting, business interruption, or total transaction exposure remain unquantified.	INDICATIVE BENCHMARK THB 2.8M (~USD 80k)

*Documentary inventory presence and internal consistency check only; reflects recorded status of listed records against defined schema criteria and does not constitute an independent legal validation of land tenure, building compliance, operational legality, or reported financial figures.

2. Four Priority Pre-Binding Requests for Information (RFI)

• RFI-01 (Facility 2 Factory Act Licensing & Trial Operations): Request the complete documentary record supporting Facility 2’s trial and commercial operations, including any applicable notification or authorisation for machinery trials under Section 13(2), any factory expansion licence required under Section 18, and relevant DIW or IEAT correspondence. Thai legal counsel should confirm the applicable route based on the facility’s classification, machinery, actual activities, and operating configuration. Obtain the relevant filings, official acknowledgements, and decisions, distinguishing submission of an application from approval or clearance. Reconcile production output, commissioning dates, and customer invoicing generated by Facility 2 since Q1 2026. The absence of a record from the data room does not, by itself, establish that the required authorisation was not obtained.
• RFI-02 (BOI Privileges, Section 36 & Customs Reconciliation): Request the applicable BOI approvals and amendments, Section 36 machinery privilege records, customs declarations, import-duty exemption records, and machinery inventory reconciliations for Facility 2. Assess whether the expansion, installed machinery, and actual use remain within the relevant approved project scope and privilege conditions. Any potential duty, tax, or repayment exposure should be determined from the applicable rules and supporting records; no exposure is presumed or ruled out at this stage.
• RFI-03 (Building Control Act & IEAT Environmental Compliance): To the extent applicable to the expansion footprint, request the Building Inspection Certificate (Or. 6 / อ.6) for the 8,000 sqm Facility 2 cleanroom wing, current IEAT Environmental Compliance Approval, and hazardous chemical/waste manifests filed under applicable DIW/IEAT notifications.
• RFI-04 (IEAT Land Ownership Privilege & FBA Scope): Request the current Chanote title deed and the complete IEAT approval record supporting the target’s land ownership under Section 44 of the IEAT Act B.E. 2522, including the applicable land-ownership permission, conditions, and any subsequent amendments or transfer approvals. Separately obtain the applicable IEAT land-use and industrial-operation approvals for the current site and Facility 2. Confirm the relevant document identifiers and continuing validity with IEAT and Thai legal counsel, specifically addressing the effect of the contemplated transaction structure (share sale or other transfer form) on the continuity of the foreign land ownership privilege. Reconcile the target’s actual business activities and revenue streams against its BOI promotion certificate and any applicable Foreign Business Certificate or other authorisation under the Foreign Business Act B.E. 2542. Do not presume that the BOI certificate covers activities outside the approved project scope.

1. Transaction Structural Options for Deal Team

Structuring Option	Underwriting Mechanics & Risk Allocation
1. Condition Precedent (Subject to Legal Feasibility)	The parties may consider a condition precedent requiring the seller to provide evidence satisfactory to the buyer and its Thai counsel that Facility 2 holds the authorisations required for its actual activities and operating configuration, or that an agreed and legally supportable alternative has been implemented. The applicable documents, competent authority, remediation pathway, and timetable must first be established.
2. Specific Indemnity & Escrow Holdback	A dedicated indemnity and escrow holdback may be considered after technical and legal scoping. DOC-18 provides an indicative benchmark of THB 2,800,000 (~USD 80,000) for administrative advisory fees only; physical modifications, compliance retrofitting, and potential operational downtime remain unquantified. Any valuation adjustment, escrow, specific indemnity, or contingent consideration should be assessed against the same evidenced exposure and structured to avoid double counting.
3. Valuation Adjustment (Conditional Earn-Out)	Retain reported consolidated LTM EBITDA of USD 6.00M as the financial baseline, subject to financial diligence. Assess any adjustment to the Facility 2 contribution (reported USD 1.80M) only after reviewing production throughput, revenue attribution, and the operational validity of the manufacturing licenses. A deferred earn-out or contingent consideration may be structured if material, evidenced operational exposure remains, with any contingent consideration coordinated with other contractual protections to avoid double recovery for the same evidenced exposure.

2. Explicit Engine Scope & Thai Legal Counsel Remit

A. Schema Boundary (P4-A Engine)

• The P4-A Engine evaluates documentary continuity against rule-based evidentiary criteria. The DOCUMENTARY INVENTORY VERIFIED* status on Facility 1 demonstrates inventory presence and internal consistency on tested inputs; it does not constitute a statutory warranty of environmental, structural, title tenure, or full industrial compliance.
• Logical classifications isolate evidentiary exposures for commercial negotiations; they do not assess product engineering specifications, technological obsolescence, or customer commercial margin sustainability.

B. Thai Legal Counsel Exclusive Remit

• Definitive legal determination of competent industrial licensing authorities (Department of Industrial Works / DIW vs Industrial Estate Authority of Thailand / IEAT) and factory class categorization under the Factory Act B.E. 2535.
• Verification of BOI project privileges, machine transfer approvals, and compliance with Foreign Business Act (FBA B.E. 2542) List 3 restrictions, including any required Foreign Business Certificate (FBC).
• Examination of freehold land privileges under Section 44 of the IEAT Act B.E. 2522, assessment of change-of-control implications on foreign land tenure, and drafting of share purchase agreement (SPA) warranties, covenants, and specific indemnities under Thai law.