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Asian Development

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Submitted By Bravesirderk
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November 5, 2015

Re: Initial Questions to Preview Potential Investment Opportunities in the Kingdom of Cambodia

I. Cambodian Gaming / Business Overview

(a) Is there a legal limit to the number of gaming licenses that can be issued in Cambodia? (b) What is the term of the gaming licenses – are they perpetual or is there a year limit? (c) Who is the licensing authority? Who makes the licensing decision – central government, municipal government, royal family, etc? (d) Is there a central gaming regulatory authority that reports public revenue and taxation (like Macau, Singapore and USA)? Who is the regulatory body if there is one? (e) What is the gaming revenue tax rate? We understand that there is mandatory charitable contribution – is this in addition to a gaming revenue tax or instead of a gaming revenue tax? (f) Are the tax / charity rates perpetually set or subject to revision? How do operators get comfort that their tax rates are not increased on them unexpectedly? (g) Are we correct that locals cannot gamble in Cambodia? (h) What was the process by which Naga secured exclusivity in Phnom Penh? (i) Can exclusivity be secured in other markets in the Kingdom? (j) Can a gaming license be held by foreign national? Foreign company? Local company? Cambodian citizen? (k) Is real estate ownership limited to Cambodian citizens? Can a foreign owned company own real estate in fee simple? (l) What is the governing law in the Kingdom of Cambodia? French public law? English common law? Something else? (m) What is your opinion of the rule of law in the country? Ownership rights? (n) What are the corporate income tax rates in the country? (o) How active is the local banking sector in lending to project developments? Would they lend to casino gaming developments? Are Chinese banks active in lending to construction projects in the region? Important – what is the market expectation of percent of equity contribution to debt in a project development? (p) As a licensed and regulated entity in the United States, is very sensitive to Foreign Corrupt Practices Act of 1977 (FCPA) issues in conducting business in foreign countries. How would you asses the risk of business climate in Cambodia as it surrounds FCPA issues? (q) What is the legal regulations in Cambodia concerning companies repatriating cash out of Cambodia to the United States? (r) Is it correct that the Cambodian gaming market as segmented in 5 ways (See Exhibit A): i. Phnom Penh (single asset – fly-in market) ii. Poipet (multiple assets – Bangkok drive in market) iii. Bavet (multiple assets – Ho Chi Minh City drive in market) iv. Sihanoukville (multiple assets – fly-in market?) v. Other single assets scattered throughout the country? (s) You are presenting two actionable opportunities in the country currently? A property to be purchased / redeveloped in Poipet and a Greenfield development opportunity in Sihanoukville? You believe the Greenfield development is the more attractive opportunity?

II. Poipet Re-development Opportunity

(a) Do you have any information on the gross gaming revenues being generated across the various properties in this market? Win per position statistics? (b) This is primarily a Thai (Bangkok) drive in market? Is there a suitable airport for junket business? (c) Do you have access to visitation statistics into Poipet annually? (d) Which property are you targeting to purchase? (e) What is the revenue and EBITDA (operating earnings – gaming taxes + depreciation) being generated by the property? (f) Any sense of how much the asset would cost? (g) Any sense of how much redeveloping the property would cost? (h) Would there be any required payments to the government for license transfer? (i) Donaco recently entered the market to re-develop the Star Vegas property? Do you think this precludes the possibility to redevelop an additional asset at an attractive return on invested capital? (j) Legalization of gaming in Pattaya, Thailand would likely have a significant negative impact on the Poipet market; what is your view of the likelihood if this legalization? (k) What would the proposed capital structure look like? Debt? Equity Ownership?

III. Sihanoukville Greenfield Development Opportunity

(a) Do you have any information on the gross gaming revenues being generated across the various properties in this market? Win per position statistics? (b) Who are the primary customers in this market? Are they driving in or flying in? (c) It looks like the Sihanoukville International Airport had 43,000 passenger movements in 2014. This seems very small to support a gaming market of size? (d) Do you have access to any tourism data on Sihanoukville? Is it all beach / resort tourism? (e) Any news of hotel / resort developments in the area? (f) What is the condition of the infrastructure in the surrounding reason? Can the Sihanoukville resort area sustain a major integrated resort development? (g) Any thoughts on what site or sites you would target with a new license? (h) What quality level would be appropriate for a new asset? 4 star / 5 star? (i) Any sense of how much construction comparables in the area cost? (j) Would there be any required payments to the government for a new license? (k) What would the proposed capital structure look like? Debt? Equity Ownership?

Exhibit A

Preliminary Market Map

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