Asset-Level SPVs

Asset-Level SPVs and Ring-Fenced Risk

Each Warehouse and Compost Plant is established as a standalone SPV with:

• Independent legal entity

• Separate balance sheet and banking accounts

• Dedicated contracts and obligations

This structure ensures that:

• Operational or financial issues in one asset do not affect other assets

• Investors and community partners are protected from cross-project risk

• Each SPV can be independently financed, scaled, or replicated

Warehouse SPVs – Biomass Logistics & Storage

Purpose:
Centralized collection, baling, quality control, storage, and transportation of agricultural residues (rice straw and sugarcane trash).

Equity Structure

• CEV REpow (HoldCo) : 80%

• CE Rice (Large-Plot Rice Community Enterprises): 10%

• CE Sugarcane (Small-land-holder Sugarcane Community Enterprises): 10%

Role of the Warehouse SPV

The Warehouse SPV operates as a shared infrastructure platform, not a trader or intermediary.
It professionalizes biomass logistics and removes operational burdens from farmers.

Dual Role of Community Enterprises

Community Enterprises participate in two clearly separated capacities:

1. As Equity Partners

   • Long-term upside through dividends

   • Participation in asset-level governance

   • No liability beyond their invested capital

2. As Service Members

   • Access to collection, baling, and transport services

   • Annual membership fees linked to service provision

   • Membership fees represent operational cost recovery, not a levy or penalty

Membership Commitment and Supply Continuity

Individual farmers join the project through their Community Enterprise, not directly with the SPV.

Key principles:

• Minimum membership commitment: 10 years

• Withdrawal requires 12-month prior written notice

• During the notice period, delivery obligations remain in force

If individual members exit:

• The Community Enterprise is responsible for replacing members and maintaining agreed supply volumes

• The SPV does not contract with, or enforce against, individual farmers

Failure to meet minimum delivery commitments may result in:

• Deferral of dividend distributions to the relevant Community Enterprise

• No cash penalties or litigation mechanisms

This approach preserves contractual discipline while maintaining community stability.

Compost Plant SPVs – Organic Fertilizer & Soil Solutions

Purpose:
Conversion of livestock manure and agricultural biomass into organic fertilizer and soil improvement products.

Equity Structure

• CEV REpow (HoldCo) : 80%

• CE Livestock (Cattle, Dairy, Buffalo, Swine, Poultry): 10%

• CE Organic (Organic and regenerative agriculture groups): 10%

Rice and sugarcane Community Enterprises are not shareholders at this level, avoiding overlap and double counting within the value chain.

Roles

• CE Livestock
  Aggregates livestock farms, manages manure supply, and ensures feedstock continuity.

• CE Organic
  Acts as the primary user and distributor of compost products, supporting organic and regenerative agriculture adoption.

• Compost Plant SPV
  Controls processing, quality assurance, environmental compliance, and operations.

Membership commitments, notice periods, and dividend-based enforcement mechanisms follow the same principles as the Warehouse SPVs.

Why This Structure Works?

This CE Joint Venture model delivers:

• Clear risk allocation at asset level

• Predictable and policy-aligned cash flows

• Embedded community ownership without operational fragility

• No individual farmer exposure to project-level debt

• High replicability across provinces and regions

It aligns infrastructure-grade investment discipline with inclusive, community-anchored growth, supporting long-term scalability across Thailand.

Summary

Community Enterprises in REpow projects are:

• Equity partners, not subcontractors

• Protected participants, not risk absorbers

• Integral to a scalable, bankable biomass platform