cnx_vinyl/docs/finance/share-price.md

# Share price for the 40 % on offer: market-based ranges (October 2026)

What a share in the plant company could cost the co-investors who take up
the 40 % beside the lead investor, and what it could be worth once the
plant runs, worked from public market data (dated and linked below) and
the plan's own figures. **This page is not a valuation opinion and not an
offer price.** Every result is an estimate or an illustration, given as a
range or as scenarios; the share price itself is for the shareholders'
agreement (business plan B, section 12.2). Computed 20 October 2026.

Owning documents: [total investment](total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)
(plans and shareholding), [revenue model](revenue-model.md#operating-pictures-of-plan-a-and-plan-b-october-2026)
(operating pictures), [BOI](../boi.md) (debt-to-equity and incentives), the
[plant and business plan calculator](../fleet-calculator.html) (ten-year
cash view) and the [business plan, Plan B](../business-plan/CNX-Vinyl-Business-Plan-B.pdf)
(section 12.2, ownership and structure).

## What is decided

- **Shareholding** (user, 20 October 2026): the lead investor holds **at
  least 60 %** of the company that holds the plant and the BOI promotion,
  so **at most 40 % is for sale**. Ploy Printing (intended strategic
  co-investor, in cash, in kind or both), any founders' shares and any
  further co-investor all come out of that 40 %
  ([total investment](total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026)).
- **Plan B is the proposal**: ~217M THB at the midpoint (201.6M before
  the 10M to 20M ramp-up reserve), labelled ~215M; ~156M to 277M from the
  low to the high end of every block; no contingency (~30M at 15 % is not
  in the price). Plan A (~182M) is the comparison only.
- **BOI**: debt-to-equity no higher than 3:1 for the life of the
  privileges, so equity is at least a quarter of the funding: **~54M THB
  for Plan B** (217 / 4 = 54.25), and the debt at most ~163M. Vinyl
  pressing is expected in incentive **Group B: no corporate income tax
  holiday on the core activity**; upgrade measures (automation, R&D) may
  add limited exemptions, to be structured by a BOI consultant
  ([BOI](../boi.md)). This page uses the 20 % Thai corporate tax rate.
- **Operating picture, Plan B, mature year at 60 % specials**
  ([revenue model](revenue-model.md#operating-pictures-of-plan-a-and-plan-b-october-2026)):
  revenue 2.28 / 3.65 / 5.41M USD, EBITDA 0.23 / 1.73 / 3.79M USD,
  operating profit -0.55 / 1.24 / 3.50M USD (adverse / central /
  favourable). The central EBITDA margin (~47 %) is far above the 15 to
  25 % pressing plants earn, so **the adverse column is the honest one**;
  the central column is used here only with that caveat.
- **Calculator, preset planB** ([fleet-calculator.html](../fleet-calculator.html),
  read 20 October 2026): ten-year cumulative cash -6.56M to +12.92M USD,
  cash payback in year ~4.2, IRR ~22 % (22.2 %), NPV ~4.7M USD (4.68M).
  Its basis, from the page source: discount rate **10 %** (input
  `discRate`, marked estimate), **pre-tax and pre-financing**, no terminal
  value, "Corporate income tax and BOI's CIT exemptions ... are not
  modelled", ramp 35 / 70 / 90 % in years 1 to 3.
- **FX**: 33 THB/USD (planning rate, total investment).
- **No loan terms are on file.** No interest rate, repayment schedule or
  debt-service figure appears on this page. Where equity value needs net
  debt, it is shown at the most the 3:1 rule allows (~163M THB, nothing
  repaid: the conservative case) and at half repaid (~81M, a sensitivity).

## Thai company law basics

From the Civil and Commercial Code (Thai text from the Office of the
Council of State with English translation on
[ThaiLawOnline](https://www.thailawonline.com/thai-civil-code/section-1105/),
cross-checked against the [Siam Legal library](https://library.siam-legal.com/thai-law/civil-and-commercial-code-limited-companies-section-1096-1116/);
checked 20 October 2026; to be confirmed by Thai counsel in phase 0):

- **Section 1117**: a share may not be less than **5 THB**. The par value
  is otherwise free; 100 THB a share is a common choice and is used below
  as the worked example (not decided).
- **Section 1105**: shares **may not be issued below par**. Issuing above
  par (a share premium) is permitted **only if the memorandum of
  association sanctions it**, and the premium is paid with the first
  payment. The **first payment must be at least 25 %** of par; the rest is
  called later (sections 1120 and 1121: by the directors, at least 21 days'
  notice), which fits a round paid in tranches.
- **Section 1108** (amended by Act No. 23 B.E. 2565, in force 7 February
  2023): the statutory meeting ratifies the promoters' contracts and
  expenses, fixes any payment to promoters, and fixes the shares to be
  allotted as paid up **otherwise than in money**; the service or property
  given for them must be described expressly to the meeting. **Section
  1119**: otherwise every share is paid in money. After formation, new
  shares paid in kind need a special resolution (**section 1221**). This
  is the route for founders' work, the lead investor's pre-round costs and
  Ploy Printing's in-kind contribution.
- **Section 1220**: capital is increased by special resolution;
  **section 1222**: all new shares must first be offered to existing
  shareholders in proportion to their holdings (statutory pre-emption).
- **Section 1194** (amended 2008): a special resolution needs **three
  quarters of the votes of the shareholders present and entitled to
  vote**. A 60 % holder alone therefore cannot pass one when the 40 %
  attends: capital increases, in-kind allotments after formation and
  changes to the memorandum or articles need part of the 40 %.

## Market data

Checked 20 October 2026. Damodaran files are the January 2026 release
(dated 5 January 2026) under
`https://pages.stern.nyu.edu/~adamodar/pc/datasets/`, read with pandas.

| Item | Value | Source | Data date |
|---|---|---|---|
| EV/EBITDA, Emerging Markets, firms with positive EBITDA | Packaging & Container **13.3x** (341 firms); Entertainment 14.9x; Machinery 25.0x; Chemical (Specialty) 16.0x; Total Market 12.3x | Damodaran, [vebitdaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaemerg.xls) | 5 Jan 2026 |
| EV/EBITDA, Global (cross-check) | 9.6x; 18.7x; 16.9x; 13.1x; 14.7x (same order) | [vebitdaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/vebitdaGlobal.xls) | 5 Jan 2026 |
| P/E, aggregate market cap / net income of money-making firms, EM (cross-check) | 18.9x; 18.8x; 35.7x; 24.8x; 16.6x | [peemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peemerg.xls) | 5 Jan 2026 |
| P/E, same basis, Global | 16.2x; 27.8x; 27.9x; 21.9x; 20.3x | [peGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/peGlobal.xls) | 5 Jan 2026 |
| Unlevered beta corrected for cash, EM | **0.61**; 1.22; 1.50; 1.11; **0.85** | [betaemerg.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaemerg.xls) | 5 Jan 2026 |
| Unlevered beta corrected for cash, Global | 0.58; 0.98; 1.33; 1.04; 0.83 | [betaGlobal.xls](https://pages.stern.nyu.edu/~adamodar/pc/datasets/betaGlobal.xls) | 5 Jan 2026 |
| Thailand equity risk premium | **6.18 %** = mature market 4.20 % + country risk premium 1.98 % (Moody's Baa1, rating-based default spread 1.27 %); January 2026 file: 6.30 %; CDS-based alternative 5.04 % | Damodaran, [ctrypremJuly26.xlsx](https://pages.stern.nyu.edu/~adamodar/pc/datasets/ctrypremJuly26.xlsx) | 1 Jul 2026 (spreads corrected 9 Jul) |
| Thai corporate income tax | 20 % | same file, "Country Tax Rates" | 2025 |
| Thai government bond yield, 10 years | **2.30 %** | ThaiBMA, [government bond yield curve](https://www.thaibma.or.th/compositerpt/GovYieldCurve.aspx) | 19 Oct 2026 |
| Illiquidity discount (DLOM) | Restricted-stock studies **25 to 35 %** (Maher 35.4 % mean, 1969 to 1973; Silber 33.75 % median, 1981 to 1988; Johnson 20 %); after controlling for issuer differences Bajaj et al. ~7 %; pre-IPO transactions ~45 % (Emory), 32 to 75 % (Willamette); conventional practice 20 to 30 %; McCord v. Commissioner (2003): court accepted 20 % | Damodaran, [Marketability and Value: Measuring the Illiquidity Discount](https://pages.stern.nyu.edu/~adamodar/pdfiles/papers/liquidity.pdf), pp. 17, 28 to 30, 35 to 36 | July 2005 |
| Target returns of venture investors by stage | Start-up 50 to 70 %; **first stage 40 to 60 %**; second stage 35 to 50 %; bridge / IPO 25 to 35 %. Actual returns far lower (20-year early-stage VC 21.4 %, all VC 16.9 %, to 2007), the gap being failure risk | Damodaran, [Valuing Young, Start-up and Growth Companies](https://pages.stern.nyu.edu/~adamodar/pdfiles/papers/younggrowth.pdf), Tables 2 and 3, p. 15 (the paper gives no source line for Table 2) | May 2009 |
| SET-listed Thai peers, EV/EBITDA and P/E (secondary market-data site) | SCGP (SCG Packaging) 10.1x, 21.0x, EBITDA margin 14.8 %; TPAC (Thai Plaspac) **4.7x**, 5.5x, margin 18.0 %; SITHAI (Srithai Superware) 3.2x, 7.3x; GRAMMY (GMM Grammy, music and media) 8.6x, 51.9x | stockanalysis.com statistics pages, e.g. [SCGP](https://stockanalysis.com/quote/bkk/SCGP/statistics/), [TPAC](https://stockanalysis.com/quote/bkk/TPAC/statistics/), [SITHAI](https://stockanalysis.com/quote/bkk/SITHAI/statistics/), [GRAMMY](https://stockanalysis.com/quote/bkk/GRAMMY/statistics/) | 19 to 20 Oct 2026 |

Not used: a bank lending rate. The methods below need none, and none is on
file for this project.

## Method

All amounts in M THB unless stated; EBITDA converted at 33 THB/USD.

- **A. Founding round at par, pari passu.** Everyone pays the same price,
  par, in money (or in kind at the same value). Equity = Plan B's 217M x
  a quarter (the 3:1 floor), a third, or a half; shares = equity / 100 THB;
  the lead investor's 60 % and the 40 % in shares and THB. Plan A's floor
  as the one comparison line.
- **B. Development premium.** Work and money spent before the round
  (phase 0 at 1.3M to 2.6M THB; design, vendor work, the platform
  software) credited as a pre-money value P of 0, 1.3, 2.6, 5, 10 or 20M.
  The new cash C is the equity floor (54.25M). Post-money = P + C. With
  the share count held at the par case (542,500), the cash pays (P + C) /
  542,500 a share, the developers receive P / that price in shares paid
  otherwise than in money, and the 40 % costs 0.4 x (P + C). A pre-money
  credit and shares at par for the same amount give the same ownership;
  the table shows it as a price because that is how a co-investor sees it.
- **C. Value once the plant runs** (mature year, ~year 4 to 5).
  Enterprise value = mature-year EBITDA x EV/EBITDA; equity = EV minus net
  debt; minority stake in a private company: less a 20 to 35 % illiquidity
  discount (the restricted-stock range and the court's 20 %); per share at
  the floor's 542,500 shares. Three multiples: **4.7x**, the median of the
  three SET-listed plastics and packaging peers (TPAC, SITHAI, SCGP);
  **13.3x**, Emerging Markets Packaging & Container, the closest industry;
  **14.9x**, the median of the five EM industries (Machinery's 25.0x
  reflects machine builders and is not used on its own). Net debt
  162.75M (all the debt 3:1 allows, nothing repaid, no cash netted) and
  81.4M (half repaid). EBITDA: adverse, central, favourable, plus a
  cross-check at an industry-norm margin: 20 % (the middle of the 15 to
  25 % in the revenue model; the SET peers earn 15 to 18 %) of central
  revenue, 0.73M USD.
- **D. Price a financial co-investor would pay today (venture-capital
  method).** Post-money value today = equity value in year 5 from C,
  before the illiquidity discount (the target returns already price
  illiquidity and failure), divided by (1 + r) to the fifth. Pre-money =
  post-money minus the 54.25M paid in; the justified price per share =
  100 THB x post-money / 54.25M. **Stage: first stage, 40 to 60 %.** The
  technology is proven (vendor presses, galvanics and cutting lines in
  use elsewhere) and the product is known, so this is not a start-up
  inventing a product; but there is no plant, no customer and no
  validated price (roadmap item 1 is open), so it is not second stage.
  Start-up rates (50 to 70 %) apply if market validation fails to
  produce buyer prices; second-stage rates once the plant runs and sells.
  Cross-check: a CAPM cost of equity, 2.30 % + beta x 6.18 %, with the EM
  unlevered beta relevered at 3:1 and 20 % tax (beta x (1 + 0.8 x 3)):
  Packaging & Container 0.61 to **2.08**, cost of equity **15.2 %**; Total
  Market 0.85 to **2.88**, **20.1 %**. The 10-year yield contains
  Thailand's default spread; netting it out, as Damodaran does, would
  lower both by about 1.3 points, so the gross yield is the cautious
  choice.
- **E.** The calculator's project return against these rates.

## Results

### A. Founding round at par, pari passu (estimate)

| Case | Equity | Debt at most (3:1) | Shares at 100 THB | Lead investor, 60 % | Co-investors, 40 % | 25 % first payment |
|---|---|---|---|---|---|---|
| **Plan B, 3:1 floor** (a quarter of 217M) | **54.25M** | 162.75M | **542,500** | 325,500 shares, **32.6M** | 217,000 shares, **21.7M** | 13.6M |
| Plan B, equity a third | 72.3M | 144.7M | ~723,300 | ~434,000 shares, 43.4M | ~289,300 shares, 28.9M | 18.1M |
| Plan B, equity a half | 108.5M | 108.5M | 1,085,000 | 651,000 shares, 65.1M | 434,000 shares, 43.4M | 27.1M |
| Plan A, 3:1 floor (comparison) | 45.5M | 136.5M | 455,000 | 273,000 shares, 27.3M | 182,000 shares, 18.2M | 11.4M |

The price is **100 THB a share in every row**; more equity means more
shares, not a different price. At the legal minimum par of 5 THB the
floor would be 10,850,000 shares at 5 THB: the same money for the same
40 %. In practice the registered capital is set to a round figure. The
40 % at the floor, ~21.7M THB, matches the plan's "at most ~22M" (total
investment, business plan 12.2).

### B. Development premium (illustrative)

New cash at the floor, 54.25M; share count held at 542,500.

| Pre-money credited | Post-money | Price the cash pays | Premium over par | Shares to the developers (share of company) | The 40 % costs |
|---|---|---|---|---|---|
| 0 (par) | 54.3M | 100 THB | 0 % | 0 | 21.7M |
| 1.3M (phase 0, low end) | 55.6M | 102 THB | 2.4 % | 12,696 (2.3 %) | 22.2M |
| 2.6M (phase 0, high end) | 56.9M | 105 THB | 4.8 % | 24,811 (4.6 %) | 22.7M |
| 5M | 59.3M | 109 THB | 9.2 % | 45,781 (8.4 %) | 23.7M |
| 10M | 64.3M | 118 THB | 18.4 % | 84,436 (15.6 %) | 25.7M |
| 20M | 74.3M | 137 THB | 36.9 % | 146,128 (26.9 %) | 29.7M |

A premium must rest on documented costs or assets: invoices for the
phase 0 work, time records at an agreed rate, the platform code and
designs handed to the company. Money already spent on the company's
behalf is most simply counted as capital at par or reimbursed as a
promoter's expense ratified at the statutory meeting (section 1108);
either way it gives the same 2 to 5 % as the phase 0 rows. Credit beyond
documented spending is a valuation of work and needs a basis the other
shareholders accept. Whose credit it is matters for the 60/40: founders'
in-kind shares come out of the 40 % (at 10M they would be 15.6 % of the
company, leaving 24.4 % for Ploy Printing and others), the lead
investor's out of the 60 %. **For a company without a plant or revenue,
the defensible default is par.**

### C. What a share could be worth once the plant runs (estimate)

Mature year, net debt **162.75M (nothing repaid)**, 542,500 shares paid at
100 THB. Each cell: equity value before the discount; value per share
after a 35 % to 20 % illiquidity discount; in brackets, the multiple on
the 100 THB paid.

| Mature-year EBITDA | Thai listed peers, 4.7x | EM packaging, 13.3x | EM industry median, 14.9x |
|---|---|---|---|
| **Adverse**, 0.23M USD (7.6M THB) | -127.2M: debt exceeds value, **share worth ~0** | -61.6M: **~0** | -49.5M: **~0** |
| Industry-norm margin, 20 % of central revenue, 0.73M USD (24.1M THB) | -49.8M: **~0** | 158.4M: 190 to 234 THB (1.9 to 2.3x) | 196.7M: 236 to 290 THB (2.4 to 2.9x) |
| Central, 1.73M USD (57.1M THB) | 105.0M: 126 to 155 THB (1.3 to 1.5x) | 598.3M: 717 to 882 THB (7.2 to 8.8x) | 689.0M: 826 to 1,016 THB (8.3 to 10.2x) |
| Favourable, 3.79M USD (125.1M THB) | 423.8M: 508 to 625 THB (5.1 to 6.3x) | 1,504.4M: 1,803 to 2,219 THB (18 to 22x) | 1,703.3M: 2,041 to 2,512 THB (20 to 25x) |

Sensitivity, **half the debt repaid** (net debt 81.4M), value per share
after the discount:

| Mature-year EBITDA | 4.7x | 13.3x | 14.9x |
|---|---|---|---|
| Adverse | ~0 (equity -45.8M) | 24 to 29 THB (0.2 to 0.3x) | 38 to 47 THB (0.4 to 0.5x) |
| Industry-norm margin | 38 to 47 THB (0.4 to 0.5x) | 287 to 354 THB (2.9 to 3.5x) | 333 to 410 THB (3.3 to 4.1x) |
| Central | 223 to 275 THB (2.2 to 2.7x) | 814 to 1,002 THB (8.1 to 10.0x) | 923 to 1,136 THB (9.2 to 11.4x) |
| Favourable | 605 to 745 THB (6.1 to 7.5x) | 1,900 to 2,339 THB (19 to 23x) | 2,138 to 2,632 THB (21 to 26x) |

Read with the caveats: at the maximum debt the adverse case leaves the
shares worth nothing at any multiple, and so does an industry-norm
margin at Thai listed multiples. Leverage at 3:1 is what makes the
central and favourable rows large: equity is a quarter of the funding,
so every baht of enterprise value above the debt goes to a small equity
base. The choice of multiple moves the result more than anything else:
Thai listed plastics and packaging companies trade at 3 to 10x EBITDA,
the EM industries at 12 to 25x.

### D. What a financial co-investor would pay today (estimate)

Year-5 equity value from C (nothing repaid, before the illiquidity
discount), discounted over five years. Price per share justified against
par (100 THB); a price above 100 means the round could carry a premium at
that return, below 100 means par is already rich.

| Year-5 equity, central case | First stage 40 % | First stage 60 % | CAPM 15.2 % | CAPM 20.1 % |
|---|---|---|---|---|
| 4.7x, 105.0M | post-money 19.5M, **36 THB** | 10.0M, **18 THB** | 51.8M, 96 THB | 42.0M, 77 THB |
| 13.3x, 598.3M | 111.2M, **205 THB** | 57.1M, **105 THB** | 295.4M, 544 THB | 239.2M, 441 THB |
| 14.9x, 689.0M | 128.1M, **236 THB** | 65.7M, **121 THB** | 340.2M, 627 THB | 275.5M, 508 THB |

Other cases at the first-stage rates (40 % / 60 %): **adverse 0 at every
multiple**; industry-norm margin 0 at 4.7x, 54 / 28 THB at 13.3x, 67 /
35 THB at 14.9x; favourable 145 / 75 THB at 4.7x, 516 / 264 THB at 13.3x,
584 / 299 THB at 14.9x. So a purely financial investor at first-stage
target returns would pay **about par (105 to 236 THB) only if it believes
the central case and an EM-industry multiple**; on the Thai listed
multiple, or at an industry-norm margin, par is already rich (18 to 67
THB). Pre-money values: negative wherever the price is below 100 (for
example -44.2M at 4.7x and 60 %), +2.8M to +73.9M for the central case at
the EM multiples.

### E. Cross-check with the calculator

The calculator's ~22 % IRR and ~4.7M USD NPV at 10 % are a project return
on the whole 6.56M USD, before tax and financing: it clears the
unlevered cost of capital the market data give (2.30 % + 0.61 to 0.85 x
6.18 % = 6.1 to 7.5 %) and the calculator's own 10 %, but sits well below
the 40 to 60 % first-stage targets, so the calculator alone would not
support a premium to a financial investor. Equity funded at 3:1 earns
more than the project when the plant earns more than its loans cost and
loses faster when it does not (the adverse rows in C); with no loan terms
on file, no equity IRR is stated here.

## What it means

- **A founding round pari passu at par is the defensible default.** Until
  the plant exists, a share is worth the cash behind it. At par (100 THB)
  the 40 % costs ~21.7M THB at the 3:1 equity floor, ~28.9M at a third and
  ~43.4M at a half, for 217,000, ~289,300 or 434,000 shares; the lead
  investor's 60 % costs one and a half times as much at the same price.
  The memorandum needs no premium clause for this.
- **A development premium only for documented costs or assets.** Phase 0
  money (1.3M to 2.6M THB) is worth 2 to 5 % of the floor round and is
  most simply counted as capital at par. Anything above documented
  spending is a valuation of work; in-kind shares need their description
  before the statutory meeting (section 1108) or a special resolution
  later (section 1221), and a premium needs the memorandum's sanction
  (section 1105).
- **Later entrants pay a market-based price.** Once the plant runs and
  its accounts show the real EBITDA, the market multiples put a share
  anywhere from nothing to many times par, so shares issued after the
  founding round should be priced from results (C and D with actual
  figures), not at par. Statutory pre-emption (section 1222) lets the
  founding shareholders keep their share of such a round.
- **The adverse case shows why co-investors need protection.** At the
  maximum debt the 3:1 rule allows, the adverse case and an
  industry-norm margin at Thai listed multiples leave the shares worth
  nothing, while the lead investor controls 60 % of the votes. Items for
  the shareholders' agreement: keep statutory pre-emption and do not
  waive it in the articles; information rights (monthly management
  accounts, the BOI progress and annual reports, the lender's reports
  once loans exist); a board seat or observer for the 40 %; reserved
  matters; and keep the three-quarters threshold for special resolutions
  (section 1194), which already gives the 40 % a say on capital increases,
  in-kind allotments and changes to the memorandum. Ploy Printing as a
  supplier and the founders as operators have reasons to hold at par that
  a purely financial investor does not (D).

## Caveats

- **Not a valuation opinion, not an offer price.** Ranges and scenarios
  from public data and the plan's estimates, for discussion. No share
  price is agreed; it goes into the shareholders' agreement.
- **No loan terms are on file.** Net debt is the most the 3:1 rule allows
  and one sensitivity; no interest rate, schedule or debt-service figure
  is assumed. Interest and repayment would change the year-5 net debt
  either way.
- **The extra cost of specials is not modelled** in the revenue model's
  direct cost, so every EBITDA here is an upper bound until compound
  quotes exist.
- **Central is optimistic, adverse is honest.** The central EBITDA margin
  (~47 %) is far above the 15 to 25 % pressing plants earn and the 15 to
  18 % of the SET peers; the industry-norm row shows the difference.
- **Contingency is not in the price.** At 15 % (~30M THB) a cost overrun
  funded by equity at par adds shares at 100 THB; funded by debt, it
  raises net debt and lowers every value in C and D.
- **Market multiples are for listed companies**, most of them far larger
  than this plant; a small private company would usually be priced below
  them (estimate). The illiquidity discount covers
  part of that, not all. Damodaran's Emerging Markets set (27,360 firms)
  spans many countries and is not a Thai benchmark; the Thai listed peers
  are only three plastics and packaging companies, read from a secondary
  market-data site.
- **Taxes and BOI**: EV/EBITDA is a pre-tax measure; the calculator is
  pre-tax and pre-financing. The tax at 20 % in the CAPM line assumes no
  CIT holiday on the core activity (Group B, [BOI](../boi.md)); any
  upgrade-measure exemption would raise after-tax values somewhat.
- **Timing**: year 5 after the round is the plant's third or fourth year
  of sales (the build takes ~1.5 to 2 years), so a mature-year EBITDA by
  then is itself optimistic; each extra year of delay divides D's values
  by a further 1.4 to 1.6 at the first-stage rates.
- **Law**: the Code summaries are from English translations checked
  against the Thai text online; Thai counsel confirms them in phase 0,
  along with how BOI counts in-kind capital for the 3:1 ratio.