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Content

Vision &Mission

Message from Chairman of the Board

Message from Chief Executive Officer

Report of Audit Committee

Important Development

Board of Directors

Executives

Nature of Business Engagement

Revenue Structure

Risk Factors

Shareholding Structure of the Group of Companies

General Information

Shareholder Structure and Dividend Payout Policy

Management Structure

Corporate Governance

Internal Control

Inter-Transactions

Management Analysis

Environmental and Social Responsibility

Report of Board of Directors’ Responsibility toward Financial Report

Report of Certified Public Accountant toward Financial Report

Financial Statements

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Vision

WP Energy Public Company Limited aims for being

the leader of Liquefied Petroleum Gas (LPG)

trading business of the country and simultaneously

ongoing development of organizational potentiality

in order to advance towards integrated energy business

operation and give precedence to stakeholders.

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Mission

• Continuously develop organization for effective business.

• Give precedence to reinforcement of personnel to be quality.

• Responsible for community, society and environment.

• Manage works with emphasis on good governance

principle in accordance with international standard.

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We will devote ourselves in

maintaining continual business

growth rate and simultaneously

persisting in every situation in

order to go on leading the

organization to firm advancement

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Message from the Chairman

To Shareholders

On behalf of WP Energy Public Company Limited, I am highly glad to

present the turnover with the Company’s improved development for another

year to the shareholders.

In the past 2014, it has been the year with occurrences of numerous

circumstances both in local and abroad that affected Thai economy amid

non-standstill political stability in Thailand, deflation of Thai economy and

recession of world economy. Nevertheless, as the result of the Company’s good

management and several prominent points with expertise in Liquefied

Petroleum Gas (LPG) trading business, the Company can overcome various

crisis. Nowadays, the Company has had secure customer bases that have

rendered their trusts to the Company for long period of time. Due to

international standard quality works with emphasis on the customer

satisfaction in maximum level, the Company can also consistently maintain its

unique and gain reliance from its customers.

In this occasion, I, on behalf of the Board of Directors, would like to

deliver our gratitude to all shareholders, patronizing customers, investors,

business alliances as well as all people concerned. In addition, our highly

gratefulness has been rendered to all executives and employees for their

endeavors and devotions on operations. Ultimately, I would like all of you

undoubted that we will devote ourselves in maintaining continual business

growth rate and simultaneously persisting in every situation in order to go on

leading the organization to firm advancement.

Chulchit Bunyaketu

Chairman of the BoardWP Energy Public Company Limited

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Our commitment is on

everlasting business operation

with good governance, maximum

benefit and maximum satisfaction

creation to all parties

of the contributors

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Message from the President

Kanoksakdi Bhinsaeng

Chief Executive OfficerWP Energy Public Company Limited

To The Respectful Shareholders

The previous year of 2014 has been considerably marked as a

significant year of WP Energy Public Company Limited with merger to build

firmness to the Company. In addition, the business has been operated in the

midst of political and economic volatility as well as the change on the

Government’s liquid propane gas price policy in opposite direction to rapid

decline in oil price. Nevertheless, the Company has been ready in integrated

business operations, resulting in its smooth business development and

continuous growth ability.

The Company has driven for corporate development and improvement

in order to step into being the leading gas trader in Thailand and ASEAN

region in satisfaction maximization on products and services for all customer

segments. Moreover, we has also prepared to support growth plan in the

future in accompany with the study on new business investment plan for the

purpose of risk diversification in order to compete in the businesses still having

fluctuating economic situation.

The Company would like to render our gratitude to shareholders,

investors, financial institutions, business alliances, customers, dealers, and all

people concerned for well supports given to the Company all the time.

Our commitment is on everlasting business operation with good governance,

maximum benefit and maximum satisfaction creation to all parties of the

contributors.


To Shareholders

The Audit Committee consists of expert independent directors who have been appointed from the Board of Directors. The three qualified directors according to the Office of Securities and Exchange Commission and the Stock Exchange of Thailand have been as follows.

1. Mrs. Nisakorn Tadtiemrom Chairman of the Audit Committee 2. Pol.Gen. Patcharawat Wongsuwan Audit Committee 3. Mr. Nopporn Korkeittaweechai Audit Committee

After acceptance on merger registration and new company establishment registration from last 24 November 2014 to 31 December 2014, the Audit Committee held a meeting in total. Its duty was independently functioned according to the scope and authority assigned from the Board of Directors in consistence with the requirement of the Stock Exchange of Thailand in governance on internal control system and the Company’s transparent operation to be legally in line with its policy and without conflict of interest. The essence of functioned works can be concluded as follows.

1. Verification on Financial Reports

The Audit Committee verified 2014 Annual Financial Reports in order to ensure that the Company’s financial reports has been accurately prepared as proper to Financial Reporting Standard of Thailand and consistent with International Accounting Standard with adequate and complete disclosure of key information. In addition, the clarification from executives in accounting and finance functional line and the auditor’s reporting on key information in financial reportpreparation were listened. The meeting with the auditor was attended without the presence of the executives for independent hearing of the opinion on financial report audit. The unqualified certification has been made by the auditor without any significant notices.

Therefore, the Audit Committee had the opinion that 2014 Annual Financial Report of the Company has been accurate as proper in materiality in accordance with Financial Reporting Standard and adequate information disclosure.

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2. Verification on Internal Control System and Internal Audit System

The Audit Committee verified adequacy of the Company’s internal control system according to internal control guideline in different areas to supplement with the auditor’s opinion. It advised the executives to apply the auditor’s opinion to for internal control system development to be more effective.

According to internal audit system, Unique Advisor Company Limited has been procured to perform internal audit duty due to its independence and experience in internal audit function in the businesses/industries having the same type of the Company’s business.

The Audit Committee had the opinion that the Company’s internal control system and internal audit system have been proper.

3. Verification on the Company’s Compliance with Laws Relevant to the Company’s Business

The Audit Committee verified the compliance with laws relevant to the Company’s significant business activities and deemed that no substantial issue on non-compliance with the Law of Securities and Exchange or requirement of the Exchange and relevant laws has been available.

4. Consideration on Connected Transactions and Transactions with Conflict of Interest to be in line with Relevant Laws and Requirements

The Audit Committee acknowledged the Management’s report on doing connected transactions and transactions with conflict of interest as stipulated by the Office of Securities and Exchange Commission for the execution of the listed company.

The Audit Committee considered and deemed that the Company has complied with relevant laws and requirements.

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5. Consideration on Selection and Proposal of Audit Fee, and Nomination for Appointment of 2015 Annual Auditor of the Company

The Audit Committee considered from their qualifications, capabilities and previous achievements in accompany with the determination on audit fee rate of the auditor, and deemed that it has been proper. Then, it resolved to nominate for appointment the following:

1. Mr. Kajornkriat Aroonpirodkul Certified Public Accountant No. 3445 and / or; 2. Mr. Pisit Tangthanakul Certified Public Accountant No. 4095 and / or; 3. Mrs. Natapohn Pan-udom Certified Public Accountant No. 3430

on behalf of Price Waterhouse Coopers ABAS Company Limited (“PWC”) as the Company’s auditor. Any person is assigned to perform audit and express opinion on the Company’s Financial Statements. The audit fee has been proposed for not more than 5,600,000 Baht (excluding other relevant expenses) and has proposed to the Board of Directors for consideration before proposing to the Ordinary General Meeting of Shareholders to appoint Price Waterhouse Coopers ABAS Company Limited to be the Company’s auditor for another term.

Mrs. Niskorn Tadthiemrom Chairman of Audit Committee

5. Consideration on Selection and Proposal of Audit Fee, and Nomination for Appointment of 2015 Annual Auditor of the Company

The Audit Committee considered from their qualifications, capabilities and previous achievements in accompany with the determination on audit fee rate of the auditor, and deemed that it has been proper. Then, it resolved to nominate for appointment the following:

1. Mr. Kajornkriat Aroonpirodkul Certified Public Accountant No. 3445 and / or; 2. Mr. Pisit Tangthanakul Certified Public Accountant No. 4095 and / or; 3. Mrs. Natapohn Pan-udom Certified Public Accountant No. 3430

on behalf of Price Waterhouse Coopers ABAS Company Limited (“PWC”) as the Company’s auditor. Any person is assigned to perform audit and express opinion on the Company’s Financial Statements. The audit fee has been proposed for not more than 5,600,000 Baht (excluding other relevant expenses) and has proposed to the Board of Directors for consideration before proposing to the Ordinary General Meeting of Shareholders to appoint Price Waterhouse Coopers ABAS Company Limited to be the Company’s auditor for another term.

Mrs. Niskorn Tadthiemrom Chairman of Audit Committee

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Important

Development

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Important

Development

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Annual report

The Company is the company emerged from the company amalgamation according to Public Limited Companies Act B.E. 2535 (1992) and revision between WG and PICNI which were registered for amalgamation on 24 November 2014 and all assets, liabilities, rights, duties and responsibilities of both aforesaid companies by operation of law. The Company has had paidup authorized capital for Baht 2,760,565,700 classified into ordinary shares for total of 2,760,565,700 shares at par value of 1 Baht per share. However, the details on the business operation of the original companies (were WG and PICNI) have been as follows.

WG engages Liquefied Petroleum Gas (LPG) trading business under “World Gas” trademark by

distributing to the customers of Industrial Group, LPG Service Station Group, and Gas Filling Plants. WG has had 2 LPG Storage Warehouses. LPG Storage Warehouse located at Bang Pakong District, Chachoengsao Province, has maximum capacity of 2,562.70 tons and maximum gas supply rate of 1,979 tons per day from total number of LPG diffusers for 10 diffusers. LPG Storage Warehouse located at Tha Phra Subdistrict, Mueang Khon Kaen District, Khon Kaen District, has maximum capacity of 57.21 tons and maximum gas supply rate of 80tons per day from total number of LPG diffuser for 1 diffuser. As at 31 December 2014, WP has had 2 subsidiaries and authorized capital for Baht 760,560,380 classified into total ordinary shares of 26,226,220 shares at par value of 29Baht per share and paidup capital for Baht 760,560,380.

PICNI engages LPG trading business under “PICNIC Gas” trademark by distributing LPG product in type of Bulk to PICNI customer groups including LPG Service Stations, Industrial Factories, and Gas Filling Plants. PICNI has had 2 LPG Storage Warehouses. LPG Storage Warehouse located at Bang Chakreng Subdistrict, Mueang Samut Songkhram District, Samut Sonkhram Province, has maximum capacity of 1,825.03 tons and maximum gas supply rate of 1,200tons per day from total number of LPG diffusers for 6diffusers. LPG Storage Warehouse at Hang Chat District, Lampang Province, has maximum capacity of185.83 tons and maximum gas supply ratio at 24tons per day from total number of 3 LPG diffusers. As at 31 December 2014,PICNI has not had subsidiaries and joint venture. As at 31 December 2014, PICNI has had authorized capital for 2,000,005,320 Baht divided into total of 2,000,005,320 ordinary shares at par value of 1 Baht per share and paidup capital for 2,000,005,320 Baht.

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At present, the Company has operated its main business which is to operate LPG trading business under “World Gas” and “PICNIC Gas” Trademark for LPG Service Stations, Commercial Customer Group, LPG Filling Plant, LPG stores, and industrial factories which are the original customer groups of WG and PICNI. In the future, the Company has planned to operate the business under new trademark of WP Company in replacement of the original trademark. However, as at 31 December 2014, the Company has consisted of subsidiaries, associate, related company and the company of which the Company has held for over than 10% of shares as follows.

Company Short Title Nature of Business Authorized

Capital (Million Baht)

PaidUp Authorized


The Company’s Shareholding

Proportion (%)

1 Eagle Intertrans Company Limited (Subsidiary)

EAGLE LPG Land Transport Service Business

84 84 100.00

2 Enesol Company Limited

ENESOL Manufacture and Distribution Business of Electric Current and Thermal Energy

242 242 19.92

3 Logistic Enterprise Company Limited 1 (Subsidiary)

LOGISTIC ENTERPRISE

Renting Out Business of Small Transport Vehicle

1 1 100.00

The Company has held the shares in LOGISTIC ENTERPRISE through EAGLE by entering to buy shares of LOGISTIC ENTERPRISE in the proportion of 100.00% in October 2014.

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Annual report

Important Change and Development of WG PriorCompany Amalgamation 2011 February 2011WG increased its capital for around 1,600 million Baht to WP’s shareholders. 2013 1 October 2013 WG entered to invest in PICNI on behalf of invest or under rehabilitation plan with

investment fund value equaling to 1,700 million Baht.

2014 February 2014 WG declared Tender Offer to all shareholders of PICNI at the price of 1 Baht per 1 share (the acceptance of tender offer duration was ended on 10 February 2014) whereas WG additionally acquired PICNI’s shares from such process for the number of about 39 million shares.

6 March 2014 WG proceeded to decrease capital in the value of 1,704 million Baht by rendering return on payment of decreased capital to WG’s shareholders to be PICNI’s shares in the rate of 1 Baht per 1 share (the shares were completed for transfer on 11 April 2014). However, such process was the business restructuring for preparedness before company amalgamation.

23 April 2014 The Board of WG resolved the approval on the entry to buy shares in Eagle Intertrans Company Limited (“EAGLE”) in the proportion of 100.00%of total shares of EAGLE. EAGLE is the company that engages LPG land transport service business and the main service users are WG and PICNI.

6 June2014 The Extraordinary General Meeting of Shareholders of WG resolved the approval on company amalgamation with PICNI. 1 October 2014 EAGLE entered to buy shares in Logistic Enterprise Company Limited (“LOGISTIC ENTERPRISE”) in the proportion of 100.00% of LOGISTIC ENTERPRISE’s total shares. LOGISTIC ENTERPRISE is the company that engages the renting out business of gas transport vehicle.

Annual report Page 17

Important Change and Development of WG PriorCompany Amalgamation 2011 February 2011WG increased its capital for around 1,600 million Baht to WP’s shareholders. 2013 1 October 2013 WG entered to invest in PICNI on behalf of invest or under rehabilitation plan with

investment fund value equaling to 1,700 million Baht.

2014 February 2014 WG declared Tender Offer to all shareholders of PICNI at the price of 1 Baht per 1 share (the acceptance of tender offer duration was ended on 10 February 2014) whereas WG additionally acquired PICNI’s shares from such process for the number of about 39 million shares.

6 March 2014 WG proceeded to decrease capital in the value of 1,704 million Baht by rendering return on payment of decreased capital to WG’s shareholders to be PICNI’s shares in the rate of 1 Baht per 1 share (the shares were completed for transfer on 11 April 2014). However, such process was the business restructuring for preparedness before company amalgamation.

23 April 2014 The Board of WG resolved the approval on the entry to buy shares in Eagle Intertrans Company Limited (“EAGLE”) in the proportion of 100.00%of total shares of EAGLE. EAGLE is the company that engages LPG land transport service business and the main service users are WG and PICNI.

6 June2014 The Extraordinary General Meeting of Shareholders of WG resolved the approval on company amalgamation with PICNI. 1 October 2014 EAGLE entered to buy shares in Logistic Enterprise Company Limited (“LOGISTIC ENTERPRISE”) in the proportion of 100.00% of LOGISTIC ENTERPRISE’s total shares. LOGISTIC ENTERPRISE is the company that engages the renting out business of gas transport vehicle.

Important Change and Development of WG Prior-Company Amalgamation

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Important Change and Development of PICNI PriorCompany Amalgamation 2011 27 January 2011 The meeting of PICNI’s creditor for consideration on Rehabilitation Plan resolved the

acceptance on Rehabilitation Plan by PICNI on behalf of planner. It was estimated to be 79.56% of total debts of the creditors who attended the meeting and were entitled to vote in this agenda.

21 April 2011 Central Bankruptcy Court ordered to repeal the request of PICNI requesting the Court to order the withdrawal of legal act for WG’s share transfer to belong to Asset Million Company Limited (“AMC”). Anyhow, PICNI appealed such order to the Supreme Court.

4 May 2011 Central Bankruptcy Court ordered to consent on Rehabilitation Plan and allowed PICNI to be the plan administrator according to Rehabilitation Plan.

6 July 2011 PICNI carried out the decrease in unpaidup authorized capital for 1,497,864,483 Baht from original authorized capital of 4,453,349,970 Baht to be remained for authorized capital of 2,955,485,487 Baht and issued and paidup capital for 2,955,485,487 Baht whereas PICNI has already registered with Ministry of Commerce.

25 August 2011PICNI carried out the registration of paidup capital decrease for2,755,480,167 Baht from original authorized capital of2,955,485,487 Baht to be remained for authorized capital of 200,005,320 Baht and issued and paidup capital for 200,005,320 Baht whereas PICNI has already registered with Ministry of Commerce.

26 August 2011 PICNI carried out the increase in authorized capital for 1,800,000,000 Baht from original authorized capital of 200,005,320 Baht including authorized capital for 2,000,005,320 Baht and issued and paidup capital for 200,005,320 Baht whereas PICNI has already registered with Ministry of Commerce.

8 September 2011 PICNI informed the progress to the Stock Exchange of Thailand that during waiting for consideration of the Supreme Court on withdrawal on juristic act for WG’s share transfer to belong to AMC PICNI and AMC. The negotiation was made to find the settlement in such lawsuit. The Board of PICNI considered the guideline of termination of such matter in dispute and agreed on reconciliation guideline for termination of this matter in dispute. Then, it filed the request to Central Bankruptcy Court to request for the Court’s approval according to Section 90/12(9) of Bankruptcy Act B.E. 2483 (1940). If the Court approved according to the request, PICNI and AMC would further settle and reconcile in the Supreme Court. The Court appointed to consider the request on 6 September 2011, and appointed to hear the request on 22 September 2011. 22 September 2011 Central Bankruptcy Court ordered to approve PICNI to consent PICNI and AMC to sell WG’s shares provided that PICNI and AMC mutually to make Reconciliation Agreement at the Supreme Court.


Important Change and Development of PICNI PriorCompany Amalgamation 2011 27 January 2011 The meeting of PICNI’s creditor for consideration on Rehabilitation Plan resolved the

acceptance on Rehabilitation Plan by PICNI on behalf of planner. It was estimated to be 79.56% of total debts of the creditors who attended the meeting and were entitled to vote in this agenda.

21 April 2011 Central Bankruptcy Court ordered to repeal the request of PICNI requesting the Court to order the withdrawal of legal act for WG’s share transfer to belong to Asset Million Company Limited (“AMC”). Anyhow, PICNI appealed such order to the Supreme Court.

4 May 2011 Central Bankruptcy Court ordered to consent on Rehabilitation Plan and allowed PICNI to be the plan administrator according to Rehabilitation Plan.

6 July 2011 PICNI carried out the decrease in unpaidup authorized capital for 1,497,864,483 Baht from original authorized capital of 4,453,349,970 Baht to be remained for authorized capital of 2,955,485,487 Baht and issued and paidup capital for 2,955,485,487 Baht whereas PICNI has already registered with Ministry of Commerce.

25 August 2011PICNI carried out the registration of paidup capital decrease for2,755,480,167 Baht from original authorized capital of2,955,485,487 Baht to be remained for authorized capital of 200,005,320 Baht and issued and paidup capital for 200,005,320 Baht whereas PICNI has already registered with Ministry of Commerce.

26 August 2011 PICNI carried out the increase in authorized capital for 1,800,000,000 Baht from original authorized capital of 200,005,320 Baht including authorized capital for 2,000,005,320 Baht and issued and paidup capital for 200,005,320 Baht whereas PICNI has already registered with Ministry of Commerce.

8 September 2011 PICNI informed the progress to the Stock Exchange of Thailand that during waiting for consideration of the Supreme Court on withdrawal on juristic act for WG’s share transfer to belong to AMC PICNI and AMC. The negotiation was made to find the settlement in such lawsuit. The Board of PICNI considered the guideline of termination of such matter in dispute and agreed on reconciliation guideline for termination of this matter in dispute. Then, it filed the request to Central Bankruptcy Court to request for the Court’s approval according to Section 90/12(9) of Bankruptcy Act B.E. 2483 (1940). If the Court approved according to the request, PICNI and AMC would further settle and reconcile in the Supreme Court. The Court appointed to consider the request on 6 September 2011, and appointed to hear the request on 22 September 2011. 22 September 2011 Central Bankruptcy Court ordered to approve PICNI to consent PICNI and AMC to sell WG’s shares provided that PICNI and AMC mutually to make Reconciliation Agreement at the Supreme Court.

Important Change and Development of PICNI Prior-Company Amalgamation

19Annual report

2012 15 June 2012 The Supreme Court ordered to repeal the request on the issue thatPICNIandAMCmutually requested to make Reconciliation Agreement for Sales of Shares in WG. The Supreme Court ordered to repeal the request and could not compromise at the Supreme Court.

2013 28 March 2013 The creditors resolved the consent on Revised Rehabilitation Plan and Central Bankruptcy Court ordered the consent on Revised Rehabilitation Plan on 10 June 2013.

29 March 2013 PICNI signed Stock broking Contract between AMC on behalf of Seller and Buyers who have been two natural persons for selling WG shares valued 799.99 million Baht. The Buyers agreed to pay money to AMC for 196.16 million Baht and pay money to PICNI for603.84 million Baht.PICNI has already fully received payment in December 2013 and March 2014 for 53.84 million Baht and 550.00 million Baht, respectively.

12 February 2013 and 1 October 2013 The new investor complied with the condition of Rehabilitation Plan by transfer and deposit money for 50 million Baht and 1,650 million Baht, respectively for total of 1,700 million Baht into PICNI account, and PICNI completely performed debt payback according to the condition of Rehabilitation Plan.

25 December 2013 PICNI filed the request to Central Bankruptcy Court to request the Court to order the repeal of rehabilitation due to complete compliance of PICNI with Rehabilitation Plan. The Court made the appointment to hear the order on 27 March 2014.

2014 27 March 2014 Central Bankruptcy Court ordered to repeal rehabilitation of PICNI.

28 March 2014 PICNI sold shares in Picnic International Company Limited which has been the subsidiary held for shares by PICNI in the proportion of 99.99%. However, such subsidiary has been the Holding Company holding shares in SCT (Vietnam) Gas Company Limited in the proportion of 99.99%.

7 May 2014 PICNI filed a complaint to request for withdrawal on appeal judicial order of Central Bankruptcy Court to Supreme Court in case that Central Bankruptcy Court had the order to repeal the request of PICNI on 21 April 2011 that requested the Court to order the withdrawal of legal acts for WG’s share transfer to belong to AMC. At this moment, the lawsuit has been under waiting for the judicial order of the Supreme Court.

6 June 2014 The Extraordinary General Meeting of Shareholdersof PICNIresolved the approval on company amalgamation with WG.

26 June 2014 PICNI sold shares in Picnic Corporation (Singapore) Pte. Ltd. as the subsidiary of which PICNI has held for shares in the proportion of 100.00%.


2012 15 June 2012 The Supreme Court ordered to repeal the request on the issue thatPICNIandAMCmutually requested to make Reconciliation Agreement for Sales of Shares in WG. The Supreme Court ordered to repeal the request and could not compromise at the Supreme Court.

2013 28 March 2013 The creditors resolved the consent on Revised Rehabilitation Plan and Central Bankruptcy Court ordered the consent on Revised Rehabilitation Plan on 10 June 2013.

29 March 2013 PICNI signed Stock broking Contract between AMC on behalf of Seller and Buyers who have been two natural persons for selling WG shares valued 799.99 million Baht. The Buyers agreed to pay money to AMC for 196.16 million Baht and pay money to PICNI for603.84 million Baht.PICNI has already fully received payment in December 2013 and March 2014 for 53.84 million Baht and 550.00 million Baht, respectively.

12 February 2013 and 1 October 2013 The new investor complied with the condition of Rehabilitation Plan by transfer and deposit money for 50 million Baht and 1,650 million Baht, respectively for total of 1,700 million Baht into PICNI account, and PICNI completely performed debt payback according to the condition of Rehabilitation Plan.

25 December 2013 PICNI filed the request to Central Bankruptcy Court to request the Court to order the repeal of rehabilitation due to complete compliance of PICNI with Rehabilitation Plan. The Court made the appointment to hear the order on 27 March 2014.

2014 27 March 2014 Central Bankruptcy Court ordered to repeal rehabilitation of PICNI.

28 March 2014 PICNI sold shares in Picnic International Company Limited which has been the subsidiary held for shares by PICNI in the proportion of 99.99%. However, such subsidiary has been the Holding Company holding shares in SCT (Vietnam) Gas Company Limited in the proportion of 99.99%.

7 May 2014 PICNI filed a complaint to request for withdrawal on appeal judicial order of Central Bankruptcy Court to Supreme Court in case that Central Bankruptcy Court had the order to repeal the request of PICNI on 21 April 2011 that requested the Court to order the withdrawal of legal acts for WG’s share transfer to belong to AMC. At this moment, the lawsuit has been under waiting for the judicial order of the Supreme Court.

6 June 2014 The Extraordinary General Meeting of Shareholdersof PICNIresolved the approval on company amalgamation with WG.

26 June 2014 PICNI sold shares in Picnic Corporation (Singapore) Pte. Ltd. as the subsidiary of which PICNI has held for shares in the proportion of 100.00%.

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Important Change and Development of the Company Post-Company Amalgamation

Annual report

Important Change and Development of the Company PostCompany Amalgamation 31 October 2014 The Shareholders’ Meeting mutually between WGand PICNIresolved the approval on

the company amalgamation and considered on approval of different matters related to new companies such as the company name, the company capital, share allocation of new company, objective, memorandum of association, regulation, director and auditor, etc.

24 November 2014

The registrar of Public Limited Company, Ministry of Commerce, accepted the registration of amalgamation and registration of establishment to be WP Energy Public Company Limited.

The Company was granted for License as oil trader according to Section 7 of Fuel Oil Trading Act B.E. 2543 (2000) from Department of Energy Business.

The Company informed the company amalgamation in Register of Value Added Tax, registration of Value Added Tax and branch registration to Department of Revenue.

25 November 2014 Thailand Security Depository Company Limitedon behalf of securities registrar has accepted to be “WP” securities registrar of the Company.

3 March 2015 Central Bankruptcy Court ordered to dispose in subcase of rehabilitation lawsuit and Lawsuit PorKor. 8/2553 (Bang Chakreng Warehouse’s Lawsuit) between WG and PICNI out from case list due to the merger of WG and PICNI resulting in merger of claim.


Important Change and Development of the Company PostCompany Amalgamation 31 October 2014 The Shareholders’ Meeting mutually between WGand PICNIresolved the approval on

the company amalgamation and considered on approval of different matters related to new companies such as the company name, the company capital, share allocation of new company, objective, memorandum of association, regulation, director and auditor, etc.

24 November 2014

The registrar of Public Limited Company, Ministry of Commerce, accepted the registration of amalgamation and registration of establishment to be WP Energy Public Company Limited.

The Company was granted for License as oil trader according to Section 7 of Fuel Oil Trading Act B.E. 2543 (2000) from Department of Energy Business.

The Company informed the company amalgamation in Register of Value Added Tax, registration of Value Added Tax and branch registration to Department of Revenue.

25 November 2014 Thailand Security Depository Company Limitedon behalf of securities registrar has accepted to be “WP” securities registrar of the Company.

3 March 2015 Central Bankruptcy Court ordered to dispose in subcase of rehabilitation lawsuit and Lawsuit PorKor. 8/2553 (Bang Chakreng Warehouse’s Lawsuit) between WG and PICNI out from case list due to the merger of WG and PICNI resulting in merger of claim.

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Board of

Directors

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Board of Directors

1. Chulchit Bunyaketu Chairman of the Board of Directors/Independent Director

2. Kanoksakdi Bhinsaeng Director/Chairman of the Executive Committee/Chief Executive Officer

3. Chomkamol Poompanmoung Director/Member of the Nomination and Remuneration Committee/

Member of the Executive Commmitee

4. Sa-nga Ratanachartchuchai Director/Member of the Nomination and Remuneration Committee/

Member of the Executive Commmitee

5. Chatchaval Jiaravanon Director/Member of the Executive Commmitee

6. Aiyawatt Srivaddhanaprabha Director

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7. Niskorn Tadthiemrom Director/Independent Director/Chairman of the Audit Committee

8. Phatcharavat Wongsuwan Director/Independent Director/Member of Audit Committee/

Chairman of the Nomination and Remuneration Committee

9. Nopporn Koakiettaveechai Director/Independent Director/Audit Committee

10. Pisarn Poompanmoung Director

11. Ronasit Poomma Director

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Executives

Chomkamol Poompanmoung

Deputy of Chief Executive Officer

(Sales & Marketing)Phairunya Supitux

Deputy Chief Executive Officer

(Planning and Corporate Support)

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Business

26

Business

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Annual Report


1. Business Engagement of Each Product Line 1.1. Overview of Business Engagement in Domestic Distribution

The Company’s sales volumebased market shares for 2014 were at approximately 18.63 %. The governmental sector has continuously announced floating price policy of Liquefied Petroleum Gas (“LPG” or “LPG Gas”).

1.2. Product Characteristic The Company’s product is Liquefied Petroleum Gas (LPG) distributed to the Company’s

customer groups including LPG Service Stations, Industrial Factories, LPG Filling Plants, LPG Stores, and Commercial Customer Groups. The Company classifies LPG distributions into 2 following forms.

1. Distribution in Form of Bulk. It is distributed to the part of LPG Service Stations which are the Company’s agent s and large industrial plants with necessity to consume LPG in plentiful quantity.

2. Distribution in Form of Cylinder. It can be classified into other 2 subapproaches as follows. 2.1. Direct distribution to Gas Stores and Commercial Customer Groups. According to

such approach, the Company fills LPG into cylinders at 10 Gas Filling Plants under the Company’s own operations and then further delivers to aforesaid customer groups.

2.2. LPG distribution to Gas Filling Plants which are the Company’s business partners. Such filling plants obtain LPG from the Company, fillLPG into the Company’s cylinders, and then take them for distribution to Gas Stores and Commercial Customer Groups successively.

Total containing sizes of the Company’s cylinders have currently included 4 sizes consisting

of 4 kilogram size, 13.5 kilogram size, 15 kilogram size, and 48 kilogram size, resulting in the Company’s ability to properly satisfy the usability demands of each customer group.


Annual Report

Table indicating details on each size of cylinder volumes of the Company as at 31 December 2014 with below details.

Procedure in taking LPG to be filled for the Company’s distribution

At present, the Company runs integrated LPG business. The Company receives LPG transported by vessel and by gas truck from the manufacturers. According to vessel shipment, the Company will store it at the Company’s Gas Storage Warehouse before loading gas in gas transport vehicle to customers. The gas by vehicles loaded from the manufacturers is directly delivered to its customers without requirement to suspend the goods at Gas Storage Warehouse. The Company delivers the gas loaded in gas transport vehicles to LPG service stations which are the Company’s agents and large industrial factories. Another part is delivered to LPG filling plants (both of the part that is under the Company’s own operation and the part that is the Company’s business partner) in order to fill in the Company’s gas cylinder. However, the Company has owned 4 gas storage warehouses as follows.

Size of Cylinder 4

Kilogram 13.5

Kilogram 15

Kilogram 48

Kilogram Total

Quantity (pieces) 1,604,773 627,712 3,139,048 356,170 5,727,703

Proportion (%) 28% 11% 55% 6% 100%

LPG Storage Warehouse Maximum Capacity

(Ton)

Number of LPG

Diffusers

Daily Maximum Supply Rate

(Ton) LPG Storage Warehouse at Bang Chakreng, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

2,562.70 10 1,979

LPG Storage Warehouse at Bang Chakreng Subdistrict, Mueang Samut Songkhram District, Samut Songkhram Province

1,825.03 6 1,200

LPG Storage Warehouse at Wiang Tan Subdistrict, Hang Chat District, Lampang Province

185.83 3 24

LPG Storage Warehouse at Tha Phra Subdistrict, Mueang Khon Kaen District, Khon Kaen Province

57.21 1 80

Total 4,630.76 20 3,283

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Annual Report

The Company has executed the construction of additional LPG Storage Warehouses and has increased number of LPG diffusers at LPG Storage Warehouse at Bang Chakreng Subdistrict,Mueang Samut Songkhram District, Samut Songkhram Province, for the Company’s sufficient potentiality in LPG distribution and ability to support customers from every segment of the country. In addition, the Company has had 10 LPG filling plants under its own operations and has also additionally dealt the businesses with approximately over 142 business partners’ LPG filing plants with gas filling under “World Gas” and “PICNI Gas” trademarks nationwide. Most of them have been in the Western Region, the Eastern Region and the Central Region. According to LPG filling business engagement, that LPG filling plant shall hold Agency License, Packaging License from trader of Section 7 so that it can legally fill LPG under trademark of trader of Section 7. If LPG filling service for other brands is required, it shall be consented from the trader of Section 7of which that filling plant holds the license. Building Construction License from Department of Energy Business shall be held subject to the location in industrial zone permitted by the Government. In part of LPG stores and LPG service stations, the Company has not operated by itself. However, the Company’s LPG transportation by land has been mostly operated by EAGLE which is the Company’s subsidiaries and the LPG carrier according to Section 12 of Fuel Oil Trade Act, B.E. 2543 (2000). The number of LPG transport vehicles in the Group of Companies has been the following.

Type of Transport Vehicle Number of Vehicles (Vehicles)

Loading Ability(Ton)

Tractor Truck 47 15 TenWheeled Truck 64 8

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Summary of the Company’s procedure in taking domestic LPG to be filled for distribution is as follows

1.3 Marketing and Competitive Situation (1) Service Provision and Marketing Strategy At present, all LPG traders in Thailand have used local raw materials with same levels of quality. The gas cylinders used to fill gas have been manufactured from just few factories in Thailand. Then, it could be concluded that the products of every trader of Section 7 have been almost indifferent. However, this industry has not focused on price competition but aiming at competition in service and marketing strategy. The overview of the Company’s marketing policy is the emphasis on product distribution for small to mediumsized LPG gas station customer groups which have been the customer groups with largest number and accessibility. The market in part of commercial customers with high demand of LPG consumption has simultaneously expanded.The purpose isto securely build the Company’s customer networks, resulting intheCompany’ ability to sustainably generate more sales volume in long term. The details of service and marketing strategy for each type of the Company’s customer group have included the following.

LPG Service Station Due to rapid and continuous customer growth in this segment, particularly in small and medium sized LPG service stations, the Company has foreseen the opportunity and highly given precedence to this customer group. Therefore, for the Company’s ability to motivate this customer group to be reliable on using services with the Company as their primary alternatives, the Company emphasizes on services whether in on time delivery, delivery accuracy in each time as well as polite services from all corporate employees. Moreover, the Company has had study plan on additional Annual Report Page 30

Summary of the Company’s procedure in taking domestic LPG to be filled for distribution is as follows

1.3 Marketing and Competitive Situation (1) Service Provision and Marketing Strategy At present, all LPG traders in Thailand have used local raw materials with same levels of quality. The gas cylinders used to fill gas have been manufactured from just few factories in Thailand. Then, it could be concluded that the products of every trader of Section 7 have been almost indifferent. However, this industry has not focused on price competition but aiming at competition in service and marketing strategy. The overview of the Company’s marketing policy is the emphasis on product distribution for small to mediumsized LPG gas station customer groups which have been the customer groups with largest number and accessibility. The market in part of commercial customers with high demand of LPG consumption has simultaneously expanded.The purpose isto securely build the Company’s customer networks, resulting intheCompany’ ability to sustainably generate more sales volume in long term. The details of service and marketing strategy for each type of the Company’s customer group have included the following.

LPG Service Station Due to rapid and continuous customer growth in this segment, particularly in small and medium sized LPG service stations, the Company has foreseen the opportunity and highly given precedence to this customer group. Therefore, for the Company’s ability to motivate this customer group to be reliable on using services with the Company as their primary alternatives, the Company emphasizes on services whether in on time delivery, delivery accuracy in each time as well as polite services from all corporate employees. Moreover, the Company has had study plan on additional

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Annual Report

investment in its own LPG service station business. Due to advantage in the area of LPG storage warehouse location, the Company has largesized LPG storage warehouses located both in the Western Region and the Eastern Region. In addition, LPG storage warehouse in the Western region has still been the single gas storage warehouse in the area of such region. The Company then can more rapidly and conveniently oversees its customers in surrounding areas than other competitors. For maintaining sustainable relationship with its customers, the Company has accessed to oversee, render assistances and facilitate in different areas such as painting and decoration of new stores to be looked more interesting and safer. The Company will seek for the opportunity to approach for acquaintance with new customers in order to increase the Company’s market shares in the future.

Commercial Customer Due to the Company’s current sales of its products to several big commercial customers and

good relationships with other various commercial customer groups in accompany with high demand of LPG consumptions by most of commercial customer groups, the Company thus has foreseen the opportunity and formulated its policy on customer base extension in such group, particularly the customer groups having networks of department stores, restaurants, hotels and/or hospitals, and good relationship with the Company without use of the Company’s products. The Company has formulated the policy in persuading such commercial customer groups to trust and change to use services with the Company through high standard services including punctual product delivery and quantity accuracy as well as courteous services from all internal employees.

Gas Filling Plant Due to recognition and popularity of the Company’s LPG cylinders under original trademarks of “World Gas” and “PICNI Gas” by its consumers and the Company’s availability of different LPG cylinder sizes to satisfy the demands according to the users’ appropriateness, these have resulted in continuous entries to invest by those interested as the compressing and filling gas agents under “World Gas” and “PICNI Gas” trademarks. In addition, these have caused the continual and broad expansion on the Company’s product distributions for its consumers through its services in the areas of technique, consideration on business feasibility in LPG filling plant construction, legal safety inspection, as well as assistance on finding LPG stores and regular training arrangement on LPG filling employee for cognizance in LPG usage and LPG safe usage method of LPG filling employees and entrepreneurs.

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Annual Report

Gas Store Besides the Company’s emphasis on the standard of each LPG cylinder as required for

standard certification stipulated by Ministry of Energy Business, LPG cylinder standard at the Company’s attempt on development and improvement for continuously improved quality is also maintained in order to maximize consumer satisfactions. Another issue emphasized by the Company without inferiority is to build good relationship with gas stores under “World Gas” and “PICNI Gas” trademarks”. The Company has provided the assistance on provision of data about news and information and legal provisions as well as consultation to LPG store about request for Gas Collection License from local agency where that store is located.

Industrial Factory For industrial factory customer groups, the Company has service and product procurement

standard consistent with customer demand to satisfy and arrange on time transportation. The Company emphasizes on effective customer safety and after sales service, and emphasizes on the Company’s good image creation. (2) Characteristics of Customer Groups and Distribution Channels The distribution of the Company’s LPG trading business is in term of wholesale to its customers. The customers under “World Gas” and “PICNI Gas” trademarks can be divided into below.

1. Gas Service Station Group or Gas Station such as service stations opened for LPG services to all types of automobiles using LPG as fuels.

2. Commercial Customer Group such as department stores, restaurants, hotels and/or hospitals. Most of them use LPG as fuel in cooking foods.

3. Gas Filling Plant Group such as the entrepreneurs of subindustries performing duty as the agents for gas filling into gas cylinder with “World Gas” and “PICNI Gas” trademarks for product distribution to gas stores. After that, gas stores further distribute them to households or commercial customer groups. The Company is the owner of such trademarks.

4. Gas Store Group includes the entrepreneurs that receive gas cylinders with original trademarks of “World Gas” and/or “PICNI Gas” already filled with LPG from gas filling plant and further distribute to households or commercial customer groups. The Company is the owner of such trademarks.

5. Industrial Factory Group using LPG as fuel such as manufacturer group of sanitary ware components, ceramic, and industry requiring the use of thermal energy in producing products at fixed temperature.

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Table indicating proportion of the Company’s sales volume as at 31 December 2014

Customer Group Ratio (%)

1. Gas Service Station 2. Commercial Customer 3. Gas Filling Plant 4. Gas Store 5. Industrial Factory 6. Supply Sales and Others

43.95 3.98

32.00 4.04

10.06 5.97

Total 100.00

Commercial customer group, gas filling plant group, gas store group, and industrial factory

group consuming large quantity of LPG often monthly order LPG in advance. In part of service station group and industrial factory group consuming few quantity of LPG often weekly order LPG in advance. The Company delivers LPG to its customers by using transport company both being its subsidiary (which is EAGLE) and the companies which are external carriers as the service providers.

Table indicating revenue proportion from the Company’s distribution classified according to type of customer as at 31December 2014

Type of Customer Revenue (Million Baht) Proportion (%)

Gas Service Station 9,444 43.95 Commercial Customer 854 3.98 Gas Filling Plant 6,875 32.00 Gas Store 867 4.04 Industrial Factory 2,162 10.06 Supply Sales and Other 1,285 5.97

Total 21,487 100.00

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(3) Industrial Situation In LPG industry, the business activities have been divided into 3levels as follows.

1. Upstream Industry The entrepreneur performs its duty in surveying and drilling oil and natural gas from natural sources for storage and delivery to intermediate entrepreneurs in order to be used as raw materials in refining and separating process of product types to be proper for usability or delivery to the entrepreneurs which are power plants and domestic industries. They are mostly transported via pipeline.

2. Intermediate Industry The intermediate entrepreneur performs its duty in separating gas into different types as well as configuring gas quality to be proper for customer requirements. Gas derived from this procedure is come from several production sources in energy industry such as oil refinery, gas separation plant and petrochemical plant. Most of gas derived is liquid propane gas used in industry and used in household.

3. Downstream Industry (Distribution)The entrepreneur performs its duty in taking gas from intermediate manufacturer or import from abroad for storing, filling in cylinder and distributing products to various types of customers.

LPG Trading Industry in Thailand LPG – Liquefied Petroleum Gas means liquid hydrocarbon gas in any category of propane,

isobutene, nbutane or butylene or in several categories of them being mixed together. It is the petroleum product derived from Natural Gas Separating Process and Raw Oil Refining Process. The gas is compressed into liquid condition under high pressure and the condition is transformed into steam when the pressure is reduced. Most of LPG is consumed as fuel in cooking, fuel in vehicle, and fuel for production in industrial factories. Normally, this LPG is often called as gas or liquid propane gas. In part of business and industrial sector, it is known in the name of “LP Gas” or “LPG”.

In the past, Thailand manufactured LPG sufficiently for LPG domestic consumption demand and the remaining was available for export to abroad. In 2006, Thailand produced LPG for 4,186 million kilograms for domestic consumption for 3,671 million kilograms and export for 278 million kilograms without LPG import in such period of time.

For 20102011, oil price was considerably and increasingly adjusted until LPG consumption demand for fuel in automobiles increased accordingly. LPG consumption as raw material of petroleum chemicals substantially increased from 2010, increasing from 1,282 million kilograms to be 1,500 million kilograms or increasing up to 16.82%, resulting in the entrepreneur’s plan adjustment on increase in LPG distributions according to LPG domestic output. Thus, it has been insufficient for LPG quantity according to LPG distribution plan of the entrepreneurs, causing the requirement of Thailand to import LPG in 2010, 2011, 2012, 2013 and 2014 for 1,591 million kilograms,

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Annual Report

1,437million kilograms, 1,730million kilograms, 1,949million kilograms, and 2,032million kilograms, respectively. Table indicating LPG procurement and distribution

(Unit: Million kilograms) Year 2010 2011 2012 2013 2014

Manufacture 4,134 4,907 4,935 4,639 4,579

Import 1,591 1,437 1,730 1,949 2,032

Domestic Distribution 5,206 6,213 6,469 6,570 6,499

Export 25 16 10 6 10

Source: Department of Energy Business, Ministry of Energy (http://www.doeb.go.th/info/info_procure.php)

Most of LPG domestically manufactured has been derived from production processes of 2

major industries in similar proportion including Natural Gas Separation Industry and Raw Oil Refinery. In addition, some parts of LPG have been derived from other petroleum chemical industries in byproduct nature. The details of LPG production sources have been show in below Table. Table indicating LPG domestic output classified according to production source

(Unit: Million kilograms) 2011 2012 2013 2014

Quantity % Quantity % Quantity % Quantity % Natural Gas Separation Plants

3,428 63.22 3,716 65.35 3,524 64.70 3,640 66.24

Raw Oil Refinery 1,994 36.78 1,970 34.65 1,923 35.30 1,855 33.76

Other Petroleum Plants

0 0.00 0 0.00 0 0.00 0 0

Total 5,422 100.00 5,686 100.00 5,447 100.00 5,495 100.00

Source: Energy Policy and Planning Office, Ministry of Energy (http://www.eppo.go.th./info/2petroleum_stat.htm)

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Annual Report

LPG Utilization LPG consumption demand of the whole nation in the period of 2014 was equal to

7,414million kilograms. Most of LPG consumption demand has been the consumption demand in raw material of petroleum chemicals for36.08%of total LPG consumption demand quantity. The secondary has been consumption demand in household sector, fuel consumption in automobile and consumption in industrial sector for 29.51%, 26.63%and7.78%of total LPG consumption demand quantity, respectively.

LPG consumption demand in the period of 2014 had declining rate from the period of 2013 equaling to 0.16%, mostly resulting from decrease in LPG consumption demand in household sector for 9.17%. Table indicating the demand of LPG domestic consumption classifying according to economic sector

( Unit: Million kilograms) 2012 2013 2014

Quantity % Quantity % Quantity %

Household 3,047 41.88 2,409 32.44 2,188 29.51

Industry 614 8.43 601 8.09 577 7.78

Raw Material of Petroleum Chemical

2,555 35.11 2,641 35.57 2,776 36.08

Automobile 1,060 14.58 1,775 23.90 1,974 26.63

Total 7,276 100.00 7,426 100.00 7,515 100.00

Source : Energy Policy and Planning Office, Ministry of Energy (http://www.doeb.go.th/index_t.php>service of Department of Energy Business>สถิติ

>procurement and distribution>LPG distribution quantity) 36

Annual Report

Competition and Market Share At present, Thailand has had 18 LPG traders in total with below market shares according to distribution quantity.

Table indicating distribution quantity and market shares of LPG traders (Unit: Million Kilograms)

Entrepreneurial Name

2012 2013 2014 Quantity (%) Quantit

y (%) Quantit

y (%)

1 PTT Public Company Limited 2,102 38.00 2,024 36.20 2,087 37.00 2 Esso (Thailand) Public Company Limited 40 0.70 35 0.60 29 0.52 3 Bangchak Petroleum Public Company

Limited 4 0.10 6 0.10 7 0.13 4 Unique Gas and Petrochemicals Public

Company Limited 598 10.80 599 10.70 579 10.26 5 WG* 878 15.90 818 14.70 665 11.80 6 Saengthong Industrial Gas Container

Company Limited 82 1.50 74 1.30 62 1010 7 PICNI** 228 4.10 257 4.60 282 4.99 8 Siamgas and Petrochemicals Public Company

Limited 652 11.80 604 10.80 542 9.62 9 WP Energy Public Company Limited*** 104 1.84 10 Takuni Group Company Limited 49 0.90 56 1.00 56 0.98 11 Palang Assawin Company Limited 17 0.30 134 2.40 138 2.44 12 PAP Gas and Oil Company Limited 122 2.20 180 3.20 202 3.59 13 United Gas Company Limited 9 0.20 23 0.40 42 0.75 14 Orchid Gas (Thailand) Company Limited 76 1.40 112 2.00 120 2.13 15 UNO Gas Company Limited 35 0.60 48 0.90 64 1.14 16 SCG Chemicals Company Limited 541 9.80 484 8.70 492 8.72 17 NS Gas LPG Company Limited 56 1.00 55 1.00 73 1.29 18 Thai Gas Corporation Company Limited 17 0.30 76 1.40 96 1.70 Total 5,528 100.00 5,584 100.00 5,640 100.00

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Source : Energy Policy and Planning Office, Ministry of Energy

(http://www.doeb.go.th./index_t.php >service of Department of Energy Business >statistics >procurement and distribution >fuel oil distribution quantity for individual province > business classification > year____>summary of fuel oil distribution quantity)

Note: Year 2014 *,** WG, PICNI was total quantity from 1 Jan 14– 23 Nov 14 before merger. *** WP Energy Company Limited was total quantity from 24 Nov 14 – 31 Dec 14 after

merger.

LPG trading business tendency has tended to be quite low in increasing adjustment in 2014. Nevertheless, it was anticipated that in 2015, LPG trading business will tend to be continually expanded, possibly resulting in more entries of new entrepreneurs into the industry and then affecting turnover and marketing shares of the existing entrepreneurs. LPG Price Structure in Thailand

In the past, LPG price structure of Thailand was absolutely controlled by the Government whether in the control on LPG retail price, LPG wholesale price as well as compensation on LPG transport cost between all 5 LPG storage warehouses of PTT Public Company Limited (“PTT”) including Lampang, Nakhon Sawan, Khon Kaen, Surat Thani, and Songkhla (determination on compensation rate of LPG transport cost from refinery or gas separation plant to all 5 LPG storage warehouses of PTT that will be different based on transport route, distance and method. Such compensation rate will be changed according to the Announcement of National Energy Policy Council, Energy Policy and Planning Office, Ministry of Energy).

Later, the Government has had the policy to cancel LPG price control and absolutely float

LPG price starting from cancellation on LPG retail price control on 1 November 2001. LPG wholesale price has still been controlled. However, the Government has assigned Department of Internal Trade as the agency in governing LPG retail price particularly LPG for household usability since it is the controlled product necessary for people living. LPG retail price for consumption as fuel in automobile and for consumption in industrial field has been uncontrolled.

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Annual Report

Current LPG Price Structure can be divided into 3 parts as follows.

1) LPG Price Manufactured in the Kingdom or LPG Import Gas for Consumption in the Kingdom

Energy Policy and Planning Office (“EPPO”) has controlled LPG price at production origin by fixing LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom. In that pricing, EPPO shall consider from various factors including LPG price in world market, LPG domestic consumption quantity, and LPG export quantity. On 31 December 2009, EPPO fixed LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom equaling to 11.1212Baht per kilogram. Later, on 3June 2014, EPPO has adjusted LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom equaling to 10.8694 Baht per kilogram.

2) Ex Refinery LPG Wholesale Price In defining ex refinery LPG wholesale price, the calculation formula has been

determined by referring form LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom according to Clause 1) and plus to include taxes and relevant expenses as follows.

Formerly, EPPO controlled ex refinery wholesale price before Value Added Tax according

to such formula equaling to 12.4569 Baht per kilogram through application of oil fund as price control mechanism. It was to say that if LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom according to Clause 1) is higher, the Government shall use money from oil fund to compensate so that ex refinery LPG wholesale price is equal to the price defined by the Government.

Later, on 1 December 2007, the Government has approved oil fund to cancel compensation on ex refinery LPG wholesale price and then collect money into oil fund in adequate level for compensation of LPG transport cost to all 5 PTT’s LPG storage warehouses. This has resulted in increase in LPG whole price from what has ever defined to be fixed at12.4569Baht per kilogram to be 13.6863 Baht per kilogram.

Ex Refinery LPG Wholesale Price = (LPG price manufactured in the Kingdom or LPG import price for consumption in the Kingdom) + Excise Tax + Municipality Tax + Oil Fund Money + Value Added Tax

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Annual Report

Table indicating the comparison on ex refinery LPG wholesale price and after cancellation on subsidy by oil fund

Ex Refinery LPG Wholesale Price (Baht per Kilogram)

Before Cancellation of Oil

Fund Subsidy (29 Nov 07)

After Cancellation of Oil Fund

Subsidy (25Dec 09)

Ex Refinery LPG Wholesale Price

as at 31 December 2014

1) Ex Refinery or Gas Separation Plant Price or Import Price

10.8964 11.1212 10.9566

Excise tax 1 2.1700 2.1700 2.1700

Municipality Tax 2 0.2170 0.2170 0.2170

Oil Fund Money3 (0.8265) 0.1781 0.3427

Ex Refinery Wholesale Price before Value Added Tax

12.4569 13.6863 13.6863

Value Added Tax4 0.8720 0.9580 0.9580

2) Ex Refinery Wholesale Price including Value Added Tax

13.3289 14.6443 14.6443

Source : Energy Policy and Planning Office, Ministry of Energy Note : 1 Excise tax was defined as fixed rate at 2.1700 Baht per kilogram.

2 Municipality tax was equal to10.00%of Excise tax. 3 Oil fund compensation has been in line with the Announcement of National Energy

Policy Council on pricing fund submission rate and compensation rate for LPG manufactured in the Kingdom and imported for consumption in the Kingdom, and fund submission rate and compensation for LPG delivered to LPG warehouse and fund submission rate for LPG exported from the Kingdom.

4 Value added tax of ex refinery LPG wholesale price has been equal to 7.00%of ex refinery LPG wholesale price at refinery.

5 On 2 February 2015, ex refinery wholesale price before value added tax has been adjusted to be 19.2338 Baht per kilogram.

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Annual Report

However, for indifference in ex refinery wholesale price between all 5 LPG storage

warehouses of PTT distributed nationwide including Lampang, Nakhon Sawan, Khon Kaen, Surat Thani, and Songkhla. The Government then has allowed oil fund to compensate LPG transport cost delivered to all 5 PTT’s LPG storage warehouses(the determination on compensation rate of LPG transport cost from refinery or gas separation plant to all 5 PTT’s LPG storage warehouses is different based on transport route, distance and method. Such compensation rate is changed according to the Announcement of Department of Energy Business, Ministry of Energy).

If in the future, oil fund has been assigned to cancel compensation on LPG transport cost to

all 5 PTT LPG Storage Warehouses, it will cause higher LPG wholesale price in each province since it must also include transport cost, resulting in different LPG wholesale prices in each province.

3) LPG Retail Price

In pricing LPG retail price, the calculation formula has been defined by referring ex refinery LPG wholesale price according to Clause 2) and plus to add money of oil fund, market price and value added tax of market price as follows.

LPG Retail Price = Ex Refinery Wholesale Price + Oil Fund Money + Market Price + Value Added Tax

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Annual Report

Sample for calculation of LPG pricing structure as at 31 December 2014 LPG Distribution Price

Baht per Kilogram

%

1) Price at Refinery or Price at Gas Separation Plant or Import Price

10.9566 45.35

Excise tax 1 2.1700 8.98

Municipality Tax2 0.2170 0.90

Oil Fund Money3 0.3427 1.42

Ex Refinery Wholesale Price before Value Added Tax 13.6863

Value Added Tax4 0.9580 3.97

2) Ex Refinery Wholesale Price including Value Added Tax 14.6443

Oil Fund Money3 5.6400 23.34

Market Price5 3.2566 13.47

Value Added Tax of Oil Fund 3.1+Market Price5 0.6228 2.57

3) LPG Retail Price 24.16 100.00

Source :Energy Policy and Planning Office, Ministry of Energy Note : 1 Excise tax has been defined as fixed rate at2.1700Baht per kilogram.

2 Municipality tax has been equal to 10.00%of Excise tax. 3 Oil fund compensation has been in line with the Announcement of National Energy

Policy Council on pricing fund submission rate and compensation rate for LPG manufactured in the Kingdom and imported for consumption in the Kingdom, and fund submission rate and compensation for LPG delivered to LPG warehouse and fund submission rate for LPG exported from the Kingdom.

4 Value Added Tax of ex refinery LPG wholesale price has been equal to 7.00%of ex refinery LPG wholesale price.

5 Market price has been defined as fixed rate at 3.2566 Baht per kilogram. 6 Value Added Tax of oil fund money + market price have been equal to 19.12 %of

market price.

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Annual Report

Moreover, the Government has also considered that LPG used as liquid propane liquid propane gas has been the necessary goods for general people living. Liquid propane gas then has been defined as controlled goods. This has resulted in the requirement of consent from Department of Internal Trade, Ministry of Commerce, for every adjustment on liquid propane gas’s distribution price. While the retail price of LPG used as fuel in automobile and used in industry area has not been anyway controlled by the Government.

4) Competition in LPG Trading Industry LPG trading industry has been quite high competitive business since several

entrepreneurs and small entrepreneurs can find the channels to continuously enhance marketing proportion as shown in Table indicating distribution quantity and market shares of LPG traders. However, it has been the result from the past several years. LPG trading business has been the business with quite high growth due to continuous growth of LPG consumption demand quantity of Thailand both for industrial sector and household consumption. The main cause has been derived from the campaign of the Government and private organizations on the issue of alternative energy for coal and oil. Therefore, the entrepreneurs with interests have continually entered to continually engage LPG trading businesses more.

However, it was believed that the competitive situation has not been too competitive in the future since current LPG trading business has been the business with quite complex Barrier to Entry condition. This has resulted that the new entrepreneur who is interested in the business cannot enter for business operation. The details of such conditions have included the following.

(a) It has been the business requiring a certain amount of capital since LPG trader shall be granted for license as the oil trader according to Section 6 of Fuel Oil Act, B.E. 2521 (1978) from Ministry of Commerce. At present, it has been altered to be an oil trader according to Section 7 of Fuel Oil Trade Act, B.E. 2543 (2000) subject to availability of below qualifications.

1. Requirement of registered capital for 50million and over 2. Requirement of working capital for 100 million and over 3. Requirement of gas storage warehouse availability and annual trade quantity (the

quantity being imported into the Kingdom, purchased, refined, manufactured or acquired in a year) for over than 50,000 metric tons.

4. Requirement of its own trademark (b) It has been the business necessary for gaining trust from its customers. It shall take time

to build confidence for a while since LPG trading business is the business with product difference. Therefore, the entrepreneurs shall be competitive by marketing and service to motivate customers to

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Annual Report

use its own products. They shall have cognizance in customers and have impressive services such as rapid delivery, technical service, and maintenance service of LPG cylinders.

(c) It has been possible that foreign entrepreneur has foreseen the potentiality of Thailand in being the center of transport system in Indochina region. The foreign entrepreneurs then have begun to operate their businesses in Thailand since 2001. Such execution will be the significant variable causing severe competition in gas trading business in the future since these worldclass manufacturers and gas traders will have great amount of capitals and superior technologies than the entrepreneurs in Thailand. However, the entrepreneurs from foreign countries have not yet been experienced in the business without relations with domestic gas traders. This may be the factor making the business difficultly successful. 1.4 Product Procurement (1) Liquefied Petroleum Gas The Company has procured LPG taken for distributions from 3 manufacturing sources as follows.

1. Natural Gas Separation Plant with production capacity estimated at the proportion of 47%of domestic output and total import. Nowadays, there have been total of 6gas separation plants located at Rayong Province for 5 plants and located at Surat Thani Province for 1 plant.

2. Oil Refinery with production capacity for around 25% of total domestic output and import. The refineries have included Thai Oil Plc., PTT Global Chemical Plc., Star Petroleum Refining Plc., Bang Chak Petroleum Plc., Esso (Thailand) Plc., and IRPC Plc.

3. Import by PTT being estimated for 28%of total domestic output and import. The Company has annually made Sale Contracts with the manufacturers. The annual renewal of the contracts will mostly grant the rights to existing companies first upon priornotice for 23months before contract expiry.

However, the major manufacturers the Company purchased LPG from them (calculated from LPG procurement quantity as at 31 December 2014) have included PTT, Thai Oil, Esso, IRPC, and Bang Chak, estimated for the proportion of 83.32%, 13.84%, 2.18%,0.49%, and 0.17%, respectively.

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(2) Gas Cylinder

The Company can procure cylinders used for LPG filling from domestic manufacturers. Its policy has been the increase in number of cylinder manufacturers for the Company through consideration from manufacturing system and certainty of delivery period in order to create the confidence of its customers in its products. In addition, the cylinder manufacturers have also had similar manufacturing standards, resulting in almost indifference in quality aspect of the standard cylinders used in filling gas for the entire industries For the period of 2014 ended on 31 December 2014, the Company used services of 3 manufacturers for cylinders used for LPG filling in total, including Sahamitr Pressure Container Plc., Chuen Siri Company Limited and Metal Mate Company Limited. The ordering quantity was estimated for the proportion of 53%, 38% and 9%, respectively. Moreover, for prevention of accident that may occur with liquid propane gas users, the condition of cylinder with 5 years and 10 years of useful life shall be inspected by the oil traders according to Section 7 of Fuel Oil Trade Act, B.E. 2543 (2000) which are the owners of gas cylinders to be responsible for the outsider employing expenses of filling cylinder condition inspections.

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Annual report

However, other revenues consist of below.

Revenue from Transport and Service Charge 82

Revenue from Tank Repair Expense 4

Revenue from Toll Fee 17

Revenue from Rental Fee 16

Revenue from Deposit 2

Revenue from Sales of Valves 2

Revenue from Sale of fixed Assets 6

Revenue from Refund of the Company’s Provident 4

Fund Part Revenue from Interest 15

Receipt of Share Selling Payment from AMC 550

Other Revenues 5

Nevertheless, the transactions that were not derived from business operation from main business were derived revenue from compromise and conciliation with Asset Million Company Limited for 550 million Baht from total amount received from payment for 603 million Baht. The Company received an amount of payment before 31 December 2013 for 53 million Baht.

Revenue from Sales of LPG 21,487 95.50 19,589 96.94 Revenue from Transport Service Charge

309 1.37 369 1.83

Revenue from Rental Fee 1 25 0.12 Other Revenues 703 3.13 224 1.11 Total Revenues 22,500 100.00 20,207 100.00

46

Revenue Structure

47

Risk Factors

Risk Factors

Annual report

1. According to the National Social and Economic Development Plan, it has stipulated the cancellation on fuel oil product price control in order to create fair and free competitions. Nowadays, LPG has just been single product controlled by the Government. Nevertheless, from 1 November 2001 onwards, Energy Policy and Planning Office has applied “semifloating” price system and had the directive to cancel LPG retail price control. The Government has still maintained the control of price at Refinery /price at Gas Separation Plant/LPG Import Price and LPG Wholesale Price at Gas Storage Warehouse of PTT. In part of LPG retail price, the Government by Department of Internal Trade has still controlled in order to support in part of household sector since it has foreseen that LPG used as Liquid Propane Gas which has been essential for consumer living. If the trader of Section 7 intends to adjust selling price, it shall request for consent from Department of Internal Trade, Ministry of Commerce while retail price of LPG used for fuel in gas station sector and industrial sector has been uncontrolled. In the future, if the Government completely cancels LPG price control, it may affect the Company’s overall operation and competitiveness since LPG distribution price will reflect actual cost and vary according to price mechanism in world market and domestic market. If LPG distribution price decreases, the Company may earn lowered profit. By the time, if LPG distribution price increases, it may affect the Company to earn better turnover. If LPG distribution price increases, it may affect the consumers to turn to consume other alternative energies which are cheaper. The adjustment of consumer behavior in alternative term will often affect the turnover of the Company and other traders of Section 7. Trade liberalization according to World Trade Organization Agreement may cause the major world entrepreneurs from abroad or domestic traders which have been prepared both in term of capital and technology for entry to operate Liquid Propane Gas businesses in Thailand where is used as the base in market opening into neighboring countries in Indochina region due to suitability of Thailand in the area of location, transportation and public utility system. This will result in more severe competitions in this business. However, the foreign entrepreneurs or domestic entrepreneurs may confront with unfamiliarity with market situation, nonexperience in LPG trading business, relation with LPG trader and domestic business network which have been significant factors affecting marketing success. Moreover, there must be the investment in great quantity of gas tanks used in marketing.

48

Annual report

The Government may legislate additional laws in part of safety enhancement to LPG users as well as campaign in environmental preservation issue, possibly affecting the Company’s future operating cost and profit. The Company on behalf of LPG trading entrepreneur has realized on such significance and then has formulated the policy in development and improvement of product quality to be continuingly safe. Moreover, the Company’s LPG Storage Warehouse and each LPG tank of the Company shall be granted for safety standard as required by governmental sector and regularly inspected from governmental sector and related agencies. The Company has been confident that its standards of products and product storage warehouses as well as LPG tanks have currently been acceptable both from the agencies of government sector and consumers. In addition, the Company has attempted to manage its costs to be effective all the time, resulting in no impact from this risk issue toward the Company.

The Government has promoted on Natural Gas (NGV) for Vehicle Project by defining as

national energy policy requiring the increasing natural gas consumption in transportation sector for alleviation of trouble due to expensive oil price and possible occurrence for LPG shortage in household sector, resulting from more continuous demand of LPG consumption in transport sector. This may cause the requirement of Thailand to import more LPG from abroad while Thailand can manufacture NGV by itself, as well as air pollution problem. Thus, Natural Gas (NGV) for Vehicle Project has been carried on for promotion and furtherance to consume more NGV in the vehicles. At present, Thailand has had 476 NGV Filling Stations. In addition, the Government has targeted to increase number of NGV Service Stations in the future to support the increase of number of NGVfuelled vehicles in the future. According to the expansion of the number of NGVfuelled vehicles, the Government has had the modification project of taxi and cars of government sector by firstly starting from Bangkok Mass Transit Bus and Bangkok collecting trucks. After that, the number will be continuingly expanded to other groups of cars. This may cause decrease in the quantity of LPG consumption and affect the Company’s turnover.

Nevertheless, since the property of natural gas which is light in weight and must be compressed until having high pressure, therefore, it requires big area to support such compression, resulting in the use of natural gas with high cost due to the requirement to import equipment from abroad. Each time of NGV filling takes long time when compared with LPG filling. In addition, the number of NGV Service Stations has been considerably fewer than LPG Service Stations.

49

Annual report

The increase in number of NGV Filling Station to be extensive throughout the areas has been difficult things for doing due to the factor of high investment in construction of each service station. Moreover, the steel thickness of the containers used to fill NGV shall be thicker than LPG, causing high cost of transportation. Therefore, the Company believed that even though NGV itself will be cheaper, it cannot be efficiently the alternative energy for LPG. The quantity of LPG consumption thus will not be much affected from NGV promotion policy of the Government.

Nowadays, there have been just few major entrepreneurs in LPG trading industry, resulting in the opportunity of the entry of more new entrepreneurs in the industry by request for registration with Department of Business Development, Ministry of Commerce to be the trader according to Section 7. The entry of new entrepreneurs will cause more competitions in the industry and may affect the Company’s overall operation and market shares in the future. Nevertheless, the entry as the new LPG trader according to Section 7 of Fuel Oil Trading Act B.E. 2543 (2000) shall be qualified with condition as stipulated by Ministry of Commerce such as the requirement of 50 million Bah and over for authorized capital, 100 million Baht for minimum working capital, requirement of LPG warehouse availability for legal reserve of 1% of the trading quantity in 1 year period. It is necessary to use large amount of capital to build warehouse/rent warehouse for storage of gas as required by legal provision. In addition, it has defined that within one year period, annual LPG trading quantity shall be available (quantity that is imported into the Kingdom, bought, refined, manufactured or acquired in one year) for more than 50,000 tons with its own trademark. Then, it is essential to use capital and take time in making its own trademark to be acceptable by consumers. If the trader of Section 7 requires marketing of gas tank for household sector, it shall use large amount of capital in thorough tank distribution into consumers. Such condition is the limitation of opportunity for entry into this industry of new entrepreneurs.

As the Company’s product which is gas tank. Inside the tank is filled with LPG gas and it is regarded as the flammable substance and may be hazardous in case of inaccurate usability. For prevention of such event, the Ministry of Industry has defined the standard of LPG tank and periodical quality inspection of LPG tank with requirement that the manufacturer of LPG tanks shall be legally responsible if LPG tanks explode. However, normally, LPG explosion often occurs from other parts of equipment which are not LPG tanks since LPG tank manufacturers have accurate safety testing process of tank and valve from production process according to standard of Ministry of Industry (TISI) determined by the Office of Thai Industrial Standards Institute. LPG filling plants as the Company’s business partners have always

50

Annual report

inspected the tanks before filling LPG for general users. When the life of LPG tank is 5 years, the gas filling plants will take it for thorough inspection for Hydro Test of Tank and Expansion Test of Tank Metal by the Company every time before recycle for filling gas. When the life of tank is 10 years, the filling plant will take it for thorough reinspection according to the process stipulated by the Department again and also do Hot Work before recycle. If the tank is not passed the test, the Company cannot take such tank to recycle for gas filling and must continually destroy and discard. In the aspect of other additional equipment fixed with gas tank such as burner, etc., most of them are not the Company’s products and the Company shall be irresponsible for legal safety. However, if the accident is caused from the explosion of such equipment, it may indirectly affect the Company’s reputation. Nevertheless, the Company’s products have safety standard according to international principle. In the past, the products under original trademark of the Company like PICNI and WGhave never anyway confronted with explosive accidents. At present, the Company’s policy has been to increase Tank Color Repair Center, to supervise and inspect the quality of gas tank to increasingly meet the industrial standard so that the Company is assured that it has quite low risk in the issue of product safety.

The company has had the subsidiary operating the LPG Transport Service Business such as EAGLE. During transportation, it may cause accident or unexpected event leading to loss, and may affect the Company’s reputation and operation. However, EAGLE has been granted for license as the LPG carrier from Department of Energy Business. The vehicles used in LPG transport have been granted for licenses and regularly inspected from Department of Land Transport. In addition, all drivers have also been granted for licenses from Department of Energy Business in order to ensure that EAGLE has complied with the regulation of government sector that strictly performs and controls for property and life safety. Moreover, EAGLE has insured all LPG transport vehicles with its purpose to abate impact on the Company in case of occurrence on such accident or unexpected event as least as possible.

The nature of the Company’s business operation is related to activity that may cause harm to

health and environment. If the accident, force majeur or operating error occurs, it may significantly affect stakeholders, the Company’s investment plan and overall operation as well as the Company’s image both in short term and long term.

However, the Company will define environmental, safety and occupational health policy as the mission framework from the beginning in investment planning, determining work method, creation of

51

Annual report

safety culture, prevention and abatement of environmental impact toward stakeholders and increase in energy consumption efficiency. The worthwhile energy consumption is for sustainable growth as well as communication with the related persons for thorough acknowledgement, for accurate comprehension in the way of managerial risk as well as preventive measure to control production process that the Company will operate in the future.

Before company amalgamation of PICNI and WG, allegation was informed from the Operating Suppression of Offenses on Fuel ( “PNM. Tr.” )about LPG Transport Invoice in the offence for issuance of Fuel Oil Transport Invoice by incomplete and inaccurate transaction entry according to the Announcement of Department of Energy Business issued according to Section 30 of Fuel Oil Act B.E. 2543 (2000) with punishment for not over than 200,000 Baht per Transport Invoice.

Nevertheless, from legal status audit of legal consulting firm, it had the opinion that there has been low risk for such case that both companies will lose the case and be fined in maximum rate of penalty or fined in high rate due to incomplete entry of transaction in nonsubstantial part. Today, the public prosecutor returned the case back to PNM. Police to investigate to find additional evidence and may not anticipate that the public prosecutor will order to sue or not to sue such lawsuit.

Priorcompany amalgamation, Mr. Suriya Lapvisuthisin, the PICNI exexcutive, was incriminated from the Office of SEC from the case that Mr. Suriya Lapvisulthisin and the group mutually cheated, embezzled money and shares of WG which have been PICNI’s assets, causing damage to PICNI. At present, it was under proceeding of lawsuit inquest by Department of Special Investigation (DSI).

However, from the audit of legal status by legal consulting firm, it had the opinion that such case has not affected the company amalgamation with low risk that the court finding in such related lawsuit will have any impacts on the Company since it has been the lawsuit proceeding with the PICNI exexecutive in the offence of mutual cheating and embezzlement of money and shares of WG which have been PICNI’s assets, causing damage to PICNI. PICNI has been the injured party in such lawsuit anyway without being the accused or the plaintiff in such lawsuit. In case that any lawsuit proceeding or claim for damages is final from such exexecutive, aforesaid execution will be proceeded the execution toward personal properties of the exexecutive.

52

Annual report


(Information as at 31 December 2014) Company Short Title Nature of Business Authorized


PaidUp Authorized


Proportion of the

Company’s Shareholding

(%) 1 Eagle

Intertrans Company Limited (Subsidiary)


84 84 100.00

2 Enesol Company Limited


242 242 19.92

3 Logistics Enterprise Company Limited1 (Subsidiary)

LOGISTIC ENTERPRISE

Renting Out Business of Small Transport Vehicle

1 1 100.00

The Company has held the shares in LOGISTIC ENTERPRISE throughEAGLE and in October 2014, EAGLE entered to buy LOGISTIC ENTERPRISE’s shares in the ratio of 100.00%.

WP

EAGLE ENESOL

100.00% 19.92%

LOGISTIC ENTERPRISE

100.00%

100.00 %

100.00 %

19.92 %

WP

ENESOLEAGLE

LOGISTICENTERPRISE


53

54

General

Information

General Information of the Company

Annual report

General Information of the Company Name of Security Issuance Company: WP Energy Public Company Limited (“the Company”) Location of Headquarter: No. 1East Water Building, 15th Floor, Vibhavadi Rangsit 5 Alley, Vibhdvadi Rangsit Road, Chom Phon Subdistrict, Chatuchak District, Bangkok 10900 Telephone 66(0) 2 2723322 Facsimile 66(0) 2 2720655 Website www.wpenergy.co.th Type of Business : Engagement of LPG trading business The Company’s Registration No. :0107557000403 Authorized Capital : 2,760,565,700 million Bah t consisting of 2,760,565,700 ordinary shares at

par value of 1 Baht per share Issued and PaidUp Capital: 2,760,565,700 million Baht consisting of 2,760,565,700 ordinary shares at par

value of1 Baht per share

Name and location of headquarter, type of business, number and type of total sold shares of juristic persons held by the Company from 10% and over of number of Total Sold Shares of that juristic persons as at 31 December 2014.

Name and Location of the Company’s Headquarter

Short Title Nature of Business

Authorized Capital (Baht)

Par Value

per Share (Baht)

Number of Sold

Ordinary Shares

(Shares)

Proportion of the


(Percent) 1 Eagle Intertrans Company Limited

110 Sukhumvit 64/1 Alley, Sukhumvit Road, Bang Chak Subdistrict, Phra Khanong District, Bangkok Telephone 66(0) 26199135 Facsimile 66(0) 26199136


84,000,000 100 840,000 100.00

2 Enesol Company Limited No.900/7SVOA Tower Building, 10th Floor, Rama IV Road, Bang Phongphang Subdistrict, Yan Nawa District, Bangkok 10120 Telephone 66(0) 26826345 Facsimile 66(0) 26826344


242,000,000

100 2,420,000 19.92

55

Annual report

Name and Location of the Company’s Headquarter

Short Title Nature of Business

Authorized Capital (Baht)

Par Value

per Share (Baht)

Number of Sold

Ordinary Shares

(Shares)

Proportion of the


(Percent) 3 Logistic Enterprise Company

Limited No. 1 East Water Building, 16th Floor, Vibhavadi Rangsit 5 Alley, Vibhavadi Rangsit Road, Chom Phon Subdistrict, Chatuchak District, Bangkok 10900 Telephone 66(0) 26199120 Facsimile 66(0) 26199121 Remark The Company has held in LOGISTIC ENTERPRISE through EAGLE by EAGLE’s entry to buy shares of LOGISTIC ENTERPRISE in the ratio of 100.00% in October 2014.

LOGISTIC ENTERPRISE

Renting Out Gas Transport Vehicle

1,000,000 100 10,000 100.00

Reference Persons Security Registrar Thailand Securities Depository Company Limited

Stock Exchange of Thailand Building Telephone 66(0) 2 2292800 Facsimile 66(0) 2 3591259

Auditor PricewaterhouseCoopers ABAS Company Limited 179/7480 Bangkok City Tower, 15th Floor, South Sathon Road Thung Maha Mek Subdistrict, Sathon District, Bangkok Telephone 66(0) 2 3441000

56

Shareholder and Securities Information

57

561 หนา้ 57

Shareholder and Securities Information

1 The Company’s Securities The Company has had authorized capital and issued and paidup capital as follows. Authorized Capital : 2,760,565,700 Baht consisting of 2,760,565,700 ordinary shares at par value Of 1 Baht per share Issued and PaidUp Capital: 2,760,565,700 Baht consisting of 2,760,565,700 ordinary shares at par value of 1 Baht per share

Agreement of Shareholders None

2 Shareholders Name list of major shareholders (par value at1 Baht per share)

(Information as at 6 November 2014) No. Name Surname Number of Shares % of Total Shares

1 Mr. Aiyawatt Srivaddhanaprabha 514,390,822 18.63% 2 Mr. Pisarn Panichawong 412,540,823 14.94% 3 Mr. Watchai Vilailuck 410,483,877 14.87% 4 Poompanmuang Family Group1 214,190,014 7.76% Mr. Pisarn Poompanmoung 193,870,231 7.02% Ms. Chomkamol Poompanmuang 20,319,783 0.74% 5 Jungrungreangkit Family Group1 206,960,859 7.50% Mr.Thanathorn Jungrungreangkit 205,768,586 7.45% Mr. Komol Jungrungreangkit 1,192,273 0.04% 6 Jiaravanon Family Group1 201,248,901 7.29% Mr. Chatchaval Jiaravanon 201,228,371 7.29% Mr. Pongthep Jiaravanon 20,530 0.0007% 7 Pongpanit Family Group1 143,512,358 5.20% Mr. Watcharis Pongpanit 85,800,390 3.11% Miss Monlada Pongpanit 57,200,260 2.07% Pol.Maj.Gen. Uthit Pongpanit 505,579 0.02% Mrs. Viriya Pongpanit 6,129 0.0002% 8 VP Bank AG 102,878,165 3.73% 9 Mr. Thanintorn Worakulsatien 71,492,660 2.59% 10 Mr. Somchai Bencharongkul 51,439,083 1.86%

1It has been the information disclosure for reflection of family relationships of shareholder groups. Such individual groups have not been anyway classified as the shareholder groups having behaviors within the scope of Concert Party.

58

561 หนา้ 58

3 Dividend Payout Policy The Company has had Dividend Payout Policy for not less than 30% of net profit after deduction of all taxes and reserve funds of the Company as required by law and the Company. Nevertheless, such dividend payout shall depend on investment plan, necessity and other appropriateness in the future. The Company may determine dividend payout at the ratio which is less than aforesaid defined ratio if the Company is necessary to take such net profit amount for use in the Company’s continuous business expansion.

Dividend Payout Policy of the Company and its subsidiaries shall be in line with the consideration on consent of the Board of Directors of the subsidiaries and proposal to the Shareholders’ Meeting of each company for consideration on approval in each year. Dividend payout shall be considered from investment plan as necessity and other appropriateness such as adequacy of the subsidiaries’ cash flows after deduction of reserve as required by law.

WP ENERGY PUBLIC COMPANY LIMITED

Board of Directors

Remuneration and

Nomination Committee

Audit Committee

Internal Audit

Deputy of CEOPlanning and Corporate Support

Deputy of CEOSales and Marketing

OperationsManager

Operations

Marketing

QRM and Securities Corporatesupport

Legal

Sales

OperationsSupport

Corporatesupport

Planning andSupply

Planning andSupply

AccountingManager

Accounting Financial

FinancialManager

Chief of Executive Officer (CEO)

Organization Structure

59

60

Management

Structure

Management Structure

Annual report หน้า 61

Management Structure As of December 31, 2014, the Management Structure comprises the Board of Directors, the Sub

Committee, and Executives 1. The Board of Directors There are 11 members (with 3 independent directors) of the Board of Directors comprise the

following names:

Name Position 1. Mr. Chulchit Bunyaketu Chairman / independent director 2. Mr. Pisarn Poompanmoung Director 3. Miss Chomkamol Poompanmoung Director / member of the Nomination and Remuneration

Committee 4. Pol. Gen. Phatcharavat Wongsuwan

Chairman of the Nomination and Remuneration Committee/ member of the Audit Committee/ independent director

5. Mr. Aiyawatt Srivaddhanaprabha Director 6. Mr. Kanoksakdi Bhinsaeng Director 7. Mr. Chatchaval Jiaravanon Director 8. Mrs. Niskorn Tadthiemrom Chairman of the Audit Committee/ independent director 9. Mr. SaNga Rattanachartchuchai Director / member of the Nomination and Remuneration

Committee 10. Mr. Ronasit Poomma Director 11. Mr. Nopporn Koakiettaveechai Member of the Audit Committee/ independent director

The Board of Directors’ composition and qualification

1. The Board of Directors shall consist of not fewer 5 (five) directors, provided that at least 3 (three) of them shall have their locations in Thailand. Although, they are not subjected to be the Company’s shareholders.

2. The Board of Directors’ qualifications shall comply with and without any incompatibility to the Public Limited Companies Act and the Securities and Exchange Act.

3. The Board of Directors shall have various knowledge, competency, and experience with good vision, conduct, moral, including dedication sufficient time for benefits of the Company’s operation.

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Appointment / Dismissal of Directors of the Company According to the Company’s Articles of Association, appointment / dismissal of the Company’s director can be summarized as follows:

Appointment of Directors of the Company 1. The Company’s shareholders are entitled to elect the Directors. The Nomination and

Remuneration Committee shall select qualified persons for being the Directors to the Board before presenting to the Shareholders’ Meeting. The election of the Board of Directors shall be in accordance with the rules and procedures as follows:

(1) Each shareholder shall have one vote on each share (2) In voting, a shareholder shall vote in accordance with the number of votes each

shareholder has under (1) for one or several directors. The said shareholder may not allot any number of his votes to any person.

(3) The person obtaining the highest and higher votes respectively shall be elected as directors equal to the number of directors required or ought to be elected at such a meeting. In the event that persons receiving votes in respective orders receive equal votes and the number of directors exceeds the positions required or ought to be, the chairman of the meeting shall have a casting vote.

2. The Chairman of the Board of Directors shall be appointed by a resolution of the Board of Directors from among the Directors. Subject to the Board’s approval, the Chairman shall appoint one or more directors as Vice Chairman, who has responsibilities as assigned by the Chairman according to the Company’s Articles of Association.

3. In case of vacancy by any reason other than term expiration, the Board shall elect qualified person who has not any incompatibility to the Public Limited Companies Act and the Securities and Exchange Act for replacement and attend the next meeting, provided that the resolution shall have the votes of no less than three quarters (3/4) of the number of Board. Except in the case that such director has less than 2 months term, the replacement shall be a director in the same period as the balance term of the replaced director.

Dismissal of Directors of the Company 1. In every Annual General Meeting of Shareholders, the directors of one third (1/3) of the

number of Board shall be dismissed. In the case that is unable to divide the number into 3 parts, the directors shall be dismissed in the number mostly close to one third (1/3). Dismissed directors can be reappointed at any time. In the first two years after the Company’s registration, the dismissal shall be done by drawing lots. After that the director who has longest term shall be dismissed.

62


2. In addition to dismissal by term expiration, the director shall also be dismissed by death, or resignation, or not qualified, or having any incompatibility to the Public Limited Companies Act and the Securities and Exchange Act.

3. The Shareholders’ Meeting has rights to remove any director from the office before the expiration of his term of office by having votes of no less than three quarters (3/4) of the number of shareholders attending the meeting and having the rights to vote and the aggregate number of shares shall be no less than one half (1/2) of the shares held by all the shareholders attending the meeting and having the rights to vote.

4. Any director who requires resigning from being the director shall subject to a resignation form submission. Authority and Responsibilities of the Board of Directors: 1. Provide reliable accounting system, financial statement, and audit, including efficient and effective internal audit. 2. Consider risk factors that may happen, then set up complete risk management guideline; supervise the management for arranging effective risk management system or procedures and searching for business opportunity from such risk; including providing sufficient and efficient internal control and internal audit. 3. Control for financial statements preparation at the end of fiscal year and sign to certify such financial statements before submitting for the approval of the Annual General Meeting of Shareholders. 4. Consider selection and appoint of appropriate auditor and remuneration according to the proposal of Audit Committee before submitting for the approval of the Annual General Meeting of Shareholders. 5. Monitor and solve conflict interests, including relevant list; focus on key transaction to maximize benefits of shareholders and stakeholders. 6. Has authorization to approve for entering into an agreement, investment, and/or any transaction relating to normal business operation, including other operations those support normal business that is subjected to general trading condition, based on the budget approved by the Board of Directors’ Meeting or up to the limit amount specified in authorization and operation regulations 7. Has authorization in payment for investment or any operation, borrowing, or loan application from financial institute, providing loan, including being a guarantor in normal business with unlimited amount, subjecting to the Company’s regulation and related law or rules of the Stock Exchange of Thailand and the Securities and Exchange Commission.

63


8. Set up evaluation regarding compliance with good corporate governance and code of conduct at least once a year. 9. Set up appropriate, transparent, and fair nomination process for all management. 10. Focus on social and environment responsibilities and enhance good living of Thai society sustainably. 11. The following responsibilities of the Board of Directors require approval from shareholders meeting: requirement by laws • Making connected transaction and receipt or sale of key assets according to law and

Notification of the Capital Market Supervisory Board. • Sales or transfers of whole or important parts of the Company business to other • Prepare, amend, or terminate whole or a part of rental business; authorize any person to manage the Company’s business or merge the business for sharing of profit and loss. • Addition or amendments to Company’s Memorandum and Articles of Association • Increase or decrease the Company’s capital • Issuance of debentures • Out of business/ Merger • Announce annual dividend • Any business required by law/ the Company’s Articles of Association to be received the resolution of the Shareholders’ Meeting. The Board of Directors is entitled to give authorization and/or assign other person to perform some task for the Board, provided that such authorization or sub authorization shall be under the scope specified in the power of attorney and/or comply with rules, regulations, or command of the Board of Directors and/or the Company. However, the authorization shall not be in the way that make the Board of Directors or the attorneyis entitled to approve any transaction that may have some conflict (having the definition as Notification of the Securities and Exchange Commission or the Capital Market Supervisory Board), conflict of interest, or benefit, or may have any other conflict of interest with the Company or the subsidiaries, except the transaction that is complied with the policy and procedures approved by the Meeting of Shareholders or the Board of Directors.

64


Authorized Directors According to the Certificate of Registration regarding Public Company Limited Act, the Department of Business Development, the Ministry of Commerce as of November 24, 2014; the authorized directors who can sign for the Company are any one of Mr. Aiyawatt Srivaddhanaprabha or Mr. Kanoksakdi Bhinsaeng or Mr. SaNga Ratanachartchuchai to sign with any one of Mr. Pisarn Poompanmoung or Miss Chomkamol Poompanmoung or Mr. Ronasit Poomma, totally two persons. Independent Directors Independent directors shall mean the directors who work independently from the major shareholders or their group and the Company’s management. They have authorization to present their opinion freely according to the assignment to protect benefits of shareholders and any stakeholder equally. The Company has independent directors at one third of the number of the Board. Sub Committee

To comply with good corporate governance, the Board of Directors have appointed 3 sub committees, those are the Audit Committee, the Nomination and Remuneration Committee, and the Executives Committee. The sub committees are appointed for transparent and readiness of the Company’s operation. At present, the Company is considering qualified persons to perform duty in the Company’s sub committee, i.e. risk management committee, and expect to be completed in 2015.

2. Audit Committee The Audit Committee comprises 3 independent directors in the following name list:

Name Position 1. Mrs. Niskorn Tadthiemrom Chairman 2. Pol. Gen. Phatcharavat Wongsuwan Member 3. Mr. Nopporn Koakiettaveechai Member

65


The 3 directors are independent directors whose qualifications meet the Notification of Capital Market Supervisory Board and have sufficient knowledge, competency, and experience for auditing the financial statement reliability.

Miss Pawichsinee Fangsawad is a secretary of the Audit Committee.

Term of the Audit Committee members Terms for Audit Committee members are valid for 3 (three) years, where 1 (one) year is

considered from the year of Annual General Meeting of Shareholders that has appointment to the following year, and any individual can be reelected or reappointed.

Roles and Responsibilities of the Audit Committee

1. Review for accuracy and sufficiency of financial report of the Company. 2. Ensure that the Company has appropriate, efficient, and effective internal control system

and internal audit system; ensure independency of internal auditor; including approval of appointment, remove, dismissal of the head of internal audit or any other department that is responsible for internal audit activities.

3. Ensure that the Company complies with the Securities and Exchange Act, the regulations of Stock Exchange of Thailand, or any related laws.

4. Selection and propose appointment of any independent person to perform a task as an auditor, including design his/her compensation, and attend the meeting with the auditor at least one a year.

5. Consider about information disclosure in case there is any relating transaction or a transaction may have conflict of interest to be complied with law and regulations of the regulations of Stock Exchange of Thailand. This to ensure that the transaction is reasonable and cause ultimate benefits for the Company.

6. Prepare a report of the Audit Committee by disclosing in the Company’s annual report that shall be signed by chairman of the Audit Committee and consist of the following details;

(a) Opinion about correctness, completion, and reliability of the financial reports (b) Opinion about sufficiency of internal control (c) Opinion about compliance with the Securities and Exchange Act, the regulations of

Stock Exchange of Thailand, or any related laws.

66


(d) Opinion about appropriateness of the auditor (e) Opinion about a transaction that may have conflict of interest (f) Number of meeting with the Audit Committee and attendance of each member (g) Opinion or observation that the Audit Committee obtains from their performance

according to Charter. (h) Other transaction that is deemed to be known by shareholders and other people

under the scope of roles and responsibilities assigned by the Board of Directors 7. Review key risk management of the Company to be linked with internal control 8. Review and propose correction, scope, rules, and responsibilities of the Audit Committee

to be correspondence with current situation. 9. Perform any other tasks assigned by the Board of Directors under agreement of Audit

Committee, provided that the Audit Committee has direct responsibilities in the task tothe Board of Directors and the Board of Directors still have the responsibilities to third party.

10. In case the Audit Committee found or doubt that there is any of the following item, which may have material impact on the company’s financial status and performance, the Audit Committee shall report to the Board of Directors for making correction in suitable time as the Audit Committee consider appropriate.

a) Conflict of interest b) Corruption or any material negligence in internal control system c) Infringement of the Securities and Exchange Act, the regulations of Stock

Exchange of Thailand, or any related laws.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises 3 members with at least 1 independent director as per the following name:

Name Position 1. Pol. Gen. Phatcharavat Wongsuwan Chairman 2. Miss Chomkamol Poompanmoung Member 3. Mr. SaNga Rattanachartchuchai Member

67


Term of Nomination and Remuneration Committee Terms for Nomination and Remuneration Committee members are valid for 3 (three) years,

where 1 (one) year is considered from the year of Annual General Meeting of Shareholders that has appointment to the following year, and any individual can be reelected or reappointed.

Roles and Responsibilities of Nomination and Remuneration Committee

1. Recruitment of suitable person for being director or chief executive officer or executive when has a vacancy or expiration of term, then propose to the Board of Directors or the Shareholders’ Meeting for election, as the case may be. The recruitment shall be made by considering of the directors’ composition, competency, experience, number of companies that such person on board, and conflict of interest.

2. Prepare the list of suitable person in advance and/or when there is any vacancy of director or chief executive officer.

3. Request for opinion from the Board of Directors and/or chief executive officer (if any) to be used in recruitment process, then propose to the Meeting of the Board of Directors or Shareholder, as the case maybe, for consideration of election.

4. Set performance appraisal form for chairman, director, specific committee, and chief executive officer

5. Consider qualified directors to be specific committee and chairman, then propose to the Board of Directors for appointment when there is any vacancy or propose any development of specific director to the Board of Directors when deem as appropriate.

6. Consider remuneration for the Board of Directors and specific committee based on fair and reasonable rules, procedures, and structure according to their performance, the Company’s performance, industry guideline, and their roles and responsibilities, then propose to the shareholders’ meeting for approval.

7. Consider remuneration for chief executive officer and salary structure of the executive based on fair and reasonable rules, procedures, and structure. In case of the remuneration of chief executive officer, it shall be considered upon responsibilities and annual performance. Then, it will be proposed to the Board of Directors for approval.

68


8. Review the regulations regarding the Nomination and Remuneration Committee to

ensure appropriateness, including policy and procedure of remuneration and benefits set up for the director, chief executive officer, and executives.

9. Making performance appraisal of Nomination and Remuneration Committee and provide performance report for the Board of Directors, then disclose to Shareholder annually.

10. Perform other tasks assigned by the Board of Directors in relation to nomination of directors and chief executive officer. 4. Executives Committee The Executive Committee is appointed to facilitate and make the Company’s operation be effective and comply with the policy determined by the Board of Directors and shareholder. According to the position, the Chief Executive Officer shall be the executives committee. The Executive Committee shall have suitable knowledge and experience without any inconformity qualification. The Executives Committee consists of the following directors: Name Position 1. Mr. Kanoksakdi Bhinsaeng Chairman 2. Mr. Chatchaval Jiaravanon Member 3. Miss Chomkamol Poompanmoung Member 4. Mr. SaNga Rattanachartchuchai Member

Term of the Executives Committee

Terms for Executives Committee members are valid for 3 (three) years, where 1 (one) year is considered from the year of Annual General Meeting of Shareholders that has appointment to the following year, and any individual can be reelected or reappointed.

69


Roles and responsibilities of the Executives Committee are as follows:

1. Review business plan and annual budget before presenting to the Board of Directors 2. Develop financial policy of the Company and determine investment policy according to

the Company’s policy 3. Consider and proceed key issue that relates to the Company’s operation 4. Consider, review, and suggest any work proposed to the Board of Directors 5. Consider other topics assigned by the Board of Directors

5. Executives

The Company has 8 Executives as per the following name list Name Position 1. Mr. Kanoksakdi Bhinsaeng Chief Executive Officer 2. Miss Chomkamol Poompanmoung Deputy of Chief Executive Officer,

Sales & Marketing 3. Miss Phairunya Supitux Deputy of Chief Executive Officer,

Planning and Corporate Support and Operation Manager

4. Mr. Tavorn Pornpanussri Operation Support Manager 5. Miss Siriwan Wongsukkasem Corporate Management Manager 6. Mr. Chumpol Lilitsuwan Planning and Procurement Manager 7. Miss Nuanta Thanteerakul Accounting Manager 8. Mr. Noppavong Omathikul Finance Manager

The Executives shall not have any default history regarding;

(1) Being accused or proceed in criminal case by an authorized party because unfair action regarding securities or future trading, or fault or corruption operation.

(2) Being in the period of prohibition by an authorized party to be an executive. (3) Has been subjected to final jurisdiction according tosubclause (1) above or fined from

making fault according to subclause (1) above.

70


Roles and Responsibilities of Chief Executive Officer

1. Perform task assigned by the Board of Director according to the Company’s Articles of Association.

2. Has authorization in issuance, amendment, addition, and modification of command, regulations, records, and work regulations of the Company to make all employees work in accordance with its policy, benefits, and work disciplines

3. Has authorization in action and present as the Company’s representative to third party in relevant business that has benefit to the Company.

4. Approve for appointment of consultancy in any activities that are important for the Company’s operation.

5. Being an attorney of the Company to manage the Company’s business to be in accordance with the objectives, article of association, rules, regulations, command, the resolutions of shareholders’ meeting, and the resolution of มthe Board of Directors’ meeting

6. Being an authorized person to direct, contact, order, proceed, including sign in any transaction, agreement, document, command, notification, or any letter used for the government sector, State Enterprises, and third party; including perform any necessary and reasonable action to complete the above activities.

7. Has authorization to sub authorize and/or assign other person to work for them, provided that such sub authorization and/or assignment shall be under the scope written in the power of attorney and/or comply with rule, article of association, or command of the Company’s director, or director.

8. Has authorization to approve expenses occurred in normal business, such as purchase of asset, investment, and any other transaction for benefits of the Company, such authorization is for general commercial transaction with the limited amount for operation and the Authority Delegation but not more than the amount approved by the Board of Directors.

9. Performing other tasks assigned timely by the Executives Committee or the Board of Directors.

71


6. Company Secretary

The Board of Directors’ Meeting dated 24th November 2014 had the resolution to appoint Miss Daraporn Anyamaneetragool as the Company Secretary. Later, the Board of Directors’ Meeting dated 29th December 2014 had the resolution to approve resignation of Miss Daraporn Anyamaneetragool from being the Company Secretary and appoint Miss Thichaya Vasuthararat for replacement. The appointment is effected on 5th January 2015. The qualifications of the Company Secretary are shown in Attachment 1. The Company secretary has the following legal roles:

1. Preparing and maintaining the following documents: (a) Director profile (b) Notice and minutes of the board meeting, annual report, notice and minutes of

shareholders meeting (c) Notice and minutes of shareholders meeting (d) Other important documents

2. Maintaining directors and management’s report on conflict of interest 3. Submitting the report according to section 89/14 of the Securities and Exchange Act B.E.

2535 (A.D.1992) (include revision version) prepared by Human Resource Committee to the President and Chairman of the Audit Committee within 7 working days after receipt of the report.

4. Control information disclosure and report according to rules and regulations of the Stock Exchange of Thailand and the Capital Market Supervisory Board.

5. Promote and support good governance of business, including performance of management and employees of the Company and its subsidiaries to conform to laws, rules, and regulations of the alliances.

6. Arrange meetings for Board of Directors, Committees and Shareholders according to the Articles of Association.

7. Govern the Company and the Committees for correspondence performance and in accordance with related law and regulations, including all resolutions of the Board’s meeting, shareholder’s meeting, and good corporate governance.

72


8. Support arrangement of training courses or seminars for directors and/or executives in any topic relating to performance of directors and specific director

9. Report any amendment of rules and regulations to the directors and/or management 10. Prepare performance appraisal of the Board of Directors 11. Perform any other task assigned by the Company or the Board of Directors, including

other activities required by the Capital Market Supervisory Board. Remuneration of the Board of Directors and Executives Remuneration of the Board The Company sets guideline for remuneration of the Board as follows

1. Set remuneration of the Board and payment on monthly basis 2. Set remuneration based on responsibilities 3. Sub committees those are the Audit Committee, the Executives Committee, and the

Nomination and Remuneration Committee has not any remuneration. The Company has presented to the common shareholder’s meeting between Picnic Corporation

Public Company Limited and World Gas (Thailand) Company Limitedon 31st October 2014. Remuneration of the Board in 2014

1. The Board of Directors Monthly Remuneration

Chairman of the Board of Directors 73,500.00 Directors (nonmanagement) 42,000.00

Chairman of the Audit Committee 73,500.00 Directors (management) 21,000.00

73


In 2014, the Board’s remuneration can be summarized as follows: Name Remuneration

1 Mr. Chulchit Bunyaketu 90,650.00 2 Mr. Pisarn Poompanmoung 42,000.00 3 Miss Chomkamol Poompanmoung 21,000.00 4 Pol. Gen. Phatcharavat Wongsuwan 51,800.00 5 Mr. Aiyawatt Srivaddhanaprabha 51,800.00 6 Mr. Kanoksakdi Bhinsaeng 25,900.00 7 Mr. Chatchaval Jiaravanon 51,800.00 8 Mrs.Niskorn Tadthiemrom 90,650.00 9 Mr. Sanga Ratanachartchuchai 51,800.00 10 Mr. Ronasit Poomma 51,800.00 11 Mr. Nopporn Koakiettaveechai 42,000.00

Total 571,200.00 Note:

1. The Company’s director has been appointed as the director of WP EnergyPublic Company Limited, effective from 24th November 2014.

2. The directors who are the Company’s executives are 1) Mr. Kanoksakdi Bhinsaeng 2) Miss Chomkamol Poompanmoung

3. The Board’s remuneration is calculated based on number of appointment days from 24th November 2014 to 31st December 2014, totally 38 days. Exceptionally, for the directors who previously were the directors of World Gas (Thailand) Company Limited, who are 1) Mr. Pisarn Poompanmoung, 2) Miss Chomkamol Poompanmoung and 3) Mr. Nopporn Koakiettaveechai, will receive remuneration of November 2014 form World Gas and of December 2014 from the Company.

74


Remuneration of Executives In 2014, the Company pay remuneration of 8 Executives at total amount of 3,309,856Baht as per the following name list:

Name Position

9. Mr. Kanoksakdi Bhinsaeng Chief Executive Officer 10. Miss Chomkamol Poompanmoung Deputy of Chief Executive Officer,

Sales & Marketing 11. Miss Phairunya Supitux Deputy of Chief Executive Officer,

Planning and Corporate Support and Operation Manager 12. Mr. Tavorn Pornpanussri Operation Support Manager 13. Miss Siriwan Wongsukkasem Corporate Management Manager 14. Mr. Chumpol Lilitsuwan Planning and Procurement Manager 15. Miss Nuanta Thanteerakul Accounting Manager 16. Mr. Noppavong Omathikul Finance Manager

75

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Total

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Co., L

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Thai

Polo

Assoc

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To

tal A

ccess

Comm

unica

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cl.

V.R.J

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nation

al Co

., Ltd.

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76

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chelor

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Unive

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78

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ravano

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1975 –

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Techn

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World

Gas (T

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Nu

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ve rel

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ss Chom

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Miss

Chom

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Busin

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Unive

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Actin

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World

Gas (T

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Po

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or/Re

muner

ation a

nd No

minat

ion Co

mmitte

e/

MS

c Inter

nation

al Mark

eting

(Meri

t)Univ

ersity

of Su

rrey, U

K 201

2 – 20

14 201

2 – 20

14 Pre

sident

De

puty C

hief E

xecuti

ve Of

ficer

(Depu

ty CE

O)

Eagle

Inter

trans

Co., L

td. Wo

rld Ga

s (Thai

land)

Co., L

td.

Ex

ecutiv

e Dire

ctor/

Deput

y Chie

f Exec

utive

Offic

er

MA Po

litics,

Gover

nance

and De

mocra

cy

(Pass)

, Roya

l Holl

oway,

Unive

rsity o

f Lond

on 200

9 - 20

12 Sen

ior Of

ficer

of Str

ategic

Pla

nning/

Financ

ial Of

ficer

PTT G

reen E

nergy

(Thaila

nd) Co

., Ltd

.

Numb

er of

Holdi

ng Sh

ares

20,319

,789

Share

holdin

g Prop

ortion

0.7

36 %

Fami

ly Rela

tionsh

ip betw

een

Direct

or and

Execu

tive

She h

as the

relativ

e relati

onship

with

Mr. P

isal P

umpan

muang

but ha

s not

been a

nyway

classi

fied a

s the p

erson

having

behav

ior wi

thin th

e scop

e of

Conce

rt Part

y.

Train

ing of

Direct

or Co

urse

Dir

ector

Certif

icatio

n Prog

ram (D

CP),

Year

2014

82

At

tach

men

t 1

83

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 7

Mr. S

a-nga

Ratan

achart

chucha

i Ag

e 55

years o

ld

Ba

chelor

in Fa

culty o

f Law

, Tham

masat

Un

iversit

y 200

4 – Pr

esent

2010 –

Prese

nt 201

3 -201

4 200

9 – 20

13

Direct

or Dir

ector

Direct

or Dir

ector

S.W.N.

Inter

trade

Co., L

td.

Logis

tic En

terpri

se Co

., Ltd.

Pic

nic Co

rporat

ion Co

., Ltd.

Wo

rld Ga

s (Thai

land)

Co., L

td.

Ty

pe Dir

ector

Positi

on Dir

ector/

Remu

neratio

n and

Nomi

nation

Comm

ittee/E

xecuti

ve Dir

ector

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fami

ly Rela

tionsh

ip betw

een

Direct

or and

Execu

tive

None

83

At

tach

men

t 1

84

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 8

Mr. A

iyawa

tt Sriv

addhan

aprabh

Ag

e 29

years o

ld

Ba

chelor

of Bu

siness

Admi

nistra

tion,

Bangk

ok Un

iversit

y (Int

ernatio

nal Pr

ogram

) 200

9 – Pr

esent

2010 –

Prese

nt

Assis

tant C

hairm

an of

the Bo

ard

Vice C

hairm

an

Group

of Co

mpani

es of

King P

ower

Co.,

Ltd.

Leice

ster C

ity Fo

otball

Club

Ty

pe Dir

ector

Positi

on Dir

ector

Ho

norary

Degre

e Fac

ulty o

f Busi

ness A

dmini

stratio

n De

Mont

fort U

nivers

ity

Nu

mber

of Ho

lding

Share

s 514

,390,8

22 Sh

arehol

ding P

roport

ion

18.634

% Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

84

At

tach

men

t 1

85

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 9

Pol.G

en.

Patcha

rawatW

ongsuw

an Ag

e 65

years o

ld Ty

pe Ind

epende

nt Dir

ector

Po

lice Ca

det (P

ol.Cd

t.),Ba

tch 25

Maste

r of A

rts (S

ocial D

evelop

ment)

, Kase

tsart

Unive

rsity

Na

tional

Defen

ce of

State

, Priv

ate an

d Poli

tics Se

ctor

Cours

e , Cla

ss 2

The p

ast

Indepe

ndent

Direct

or/Au

dit

Comm

ittee M

ember

Ch

airma

n of th

e Boar

d Ro

yal

Thai

Police

Comm

ander

( perfo

rming

in

coordi

nation

with

Mi

nistry

of In

terior

) Pu

blic S

ecurity

Poli

ce Co

mmand

er As

sistan

t Com

missi

oner -

Gener

al

Dynas

ty Cera

mic P

cl. Pic

nic Co

rporat

ion Pc

l. Ro

yal Th

ai Poli

ce Ro

yal Th

ai Poli

ce Ro

yal Th

ai Poli

ce

Positi

on Ind

epende

nt Dir

ector/

Au

dit Co

mmitte

e/ Ch

airma

n of R

emune

ration

and

Nomi

nation

Deput

y Com

missi

oner –

Gener

al Co

mmiss

ioner

- Gene

ral

Memb

er of

Natio

nal L

egisla

tive

Assem

bly

Royal

Thai P

olice

Royal

Thai P

olice

Natio

nal Le

gislati

ve As

sembly

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fami

ly Rela

tionsh

ip betw

een

Direct

or and

Execu

tive

None

85

At

tach

men

t 1

86

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 10

Mr. N

opporn

Koaki

ettavee

chai

Age

35 yea

rs old

Ba

chelor

of E

nginee

ring, C

hulalo

ngkorn

Unive

rsity

Ma

ster o

f Busi

ness A

dmini

stratio

n (MB

A) in

Fina

nce

Major

, Pace

Unive

rsity, U

nited

States

of Am

erica

2014 –

2014

2008 –

2014

2002 –

2004

Direct

or Fin

ance a

nd Ac

counti

ng De

partm

ent

Manag

er En

gineer

World

Gas (T

hailan

d) Co

., Ltd.

Th

ai Sum

mit A

utopar

ts Indu

stry Co

., Ltd

. Th

ai Sum

mit A

utopar

ts Indu

stry Co

., Ltd

.

Type

Indepe

ndent

Direct

or Po

sition

Indepe

ndent

Direct

or/

Audit

Comm

ittee

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fami

ly Rela

tionsh

ip betw

een

Direct

or and

Execu

tive

None

86

At

tach

men

t 1

87

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 11

Mr. R

onasit

Poom

ma

Age

30year

s old

Ba

chelor

of Ph

armacy

Progr

am, S

ilpako

rn Un

iversit

y

MSc M

anagem

ent, B

runel U

nivers

ity,UK

201

1 – 20

14 201

2 – 20

14 201

1 – 20

14 200

9 – 20

11

Direct

or Ac

ting f

or Ma

naging

Direc

tor

Direct

or Ge

neral

Manag

er

Picnic

Corpo

ration

Pcl.

Picnic

Corpo

ration

Pcl.

Picnic

Inter

nation

al Co.,

Ltd.

World

Siam

Group

Co., L

td.

Ty

pe Dir

ector

Positi

on Dir

ector

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fami

ly Rela

tionsh

ip betw

een

Direct

or and

Execu

tive

None

87

At

tach

men

t 1

88

12

Mi

ss Ph

airun

ya Su

pitux

39

years

old

De

puty

of Ch

ief Ex

ecutiv

e Of

ficer,

Pla

nning

and C

orpora

te Su

pport

and O

perati

on

Manag

er

Ma

ster o

f Prof

ession

al Ac

counti

ng In

ternat

ional

progra

m, Th

amma

sat U

nivers

ity

Ba

chelor

of Bu

siness

& A

dmini

strati

on –

Accou

nting

Ma

jor, A

ssump

tion U

nivers

ity

2013

– Pre

sent

2014

– 20

14

2014

20

10 –2

013

2008

– 20

10

2002

– 20

08

Depu

ty Ma

naging

Dire

ctor

Depu

ty Ch

ief Ex

ecutiv

e Offe

r Co

rporat

e Mana

gement

and

Plann

ing O

fficer

Actin

g for

Corpo

rate S

uppo

rt De

partm

ent M

anager

Ch

ief, A

ccoun

ting &

Tax

Accou

nting

Mana

ger

Senio

r Aud

it Assi

stant

Eagle

Inter

trans

Co., L

td.

World

Gas

(Thail

and) C

o., Lt

d. Wo

rld G

as (Th

ailand

) Co.,

Ltd.

PTT G

reen E

nergy

(Thai

land)

Co., L

td.

Sawa

sdee S

hop C

o., Lt

d. Pri

cewate

rhouse

Coop

ers A

BAS L

td.

No

ne

No

ne

None

88

At

tach

men

t 1

89

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Tim

e Po

sition

Comp

any/W

ork Un

it

13 Mi

ss Sir

iwan

Wongs

ukhase

m Ag

e 56

years o

ld Po

sition

Corpo

rate M

anagem

ent

Depar

tment

Mana

ger

Ba

chelor

in Ec

onomi

cs,Th

amma

sat Un

iversit

y 201

2 – 20

14 199

6 - 20

12

Assis

tant M

anagin

g Dir

ector

of Ge

neral

Admi

nistra

tion F

unctio

nal Li

ne Ge

neral M

anager

Picnic

Corpo

ration

Pcl.

Smile

Conta

iner In

dustry

Co., L

td.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

89

At

tach

men

t 1

90

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 14

Mr. T

haworn

Pornp

anussr

i Ag

e 47

years o

ld Po

sition

Manag

er of O

peratio

ns Su

pport

Depar

tment

Ba

chelor

in Ac

counta

ncy,Ra

mkham

haeng

Unive

rsity

2007 –

2014

Dir

ector

of Co

rporat

e Ac

counti

ng De

partm

ent

Picnic

Corpo

ration

Pcl.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

90

At

tach

men

t 1

91

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in 5

Years

Retro

active

Perio

d Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 15

Mr. C

humpon

Lilits

uwan

Age

48 yea

rs old

Positi

on Ma

nager o

f Plan

ning a

nd Pro

curem

ent De

partm

ent

Ba

chelor

of Bu

siness

Admi

nistra

tion i

n Fina

nce Pr

ogram

, Un

iversit

y of th

e Thai

Cham

ber of

Comm

erce

Ma

ster o

f Busi

ness A

dmini

stratio

n in Bu

siness

Ad

minis

tratio

n Prog

ram, U

nivers

ity of

the T

hai Ch

amber

of

Comm

erce

2004 –

2014

2012-

2014

Actin

g for

Planni

ng and

Pro

curem

ent D

epartm

ent M

anager

De

puty

Manag

ing

Direct

or of

Wareh

ouse O

peratio

ns and

Prod

uct

Procur

ement

Funct

ional L

ine

World

Gas (T

hailan

d) Co

., Ltd.

Pic

nic Co

rporat

ion Pc

l.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

91

At

tach

men

t 1

92

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in 5

Years

Retro

active

Perio

d Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it 16

Mr. N

oppaw

ong Om

athiku

l Ag

e 35

years o

ld Po

sition

Financ

e Depa

rtment

Mana

ger

Ba

chelor

’s Degr

ee, Fa

culty

of Co

mmerc

e and

Accou

ntancy

, Chul

alongk

orn Un

iversit

y 201

4 201

1- 201

4 Fin

ance D

epartm

ent M

anager

Sen

ior M

anager

Wo

rld Ga

s (Th

ailand)

Co., L

td.

Price

Water

house

Coope

r ABA

S Co.,

Ltd

.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

92

At

tach

men

t 1

93

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Tim

e Po

sition

Comp

any/W

ork Un

it

17 Ms

. Nuan

ta Than

theera

kul

Age

55 yea

rs old

Positi

on Ac

counti

ng De

partm

ent

Manag

er

Ba

chelor

of Ac

counta

ncy, T

hamma

sat Un

iversit

y

2011-

2014

2010 –

2011

1997 -

2010

Deput

y Mana

ging D

irecto

r of F

inance

and

Accou

nting

Funct

ional L

ine

Secure

d Cred

it Depa

rtment

Senio

r Ma

nager

Debt R

estruc

turing

Depar

tment

Senio

r Ma

nager

Picnic

Corpo

ration

Pcl.

United

Overs

eas Ba

nk (Th

ai) P

ublic

Comp

any Li

mited

Un

ited Ov

erseas

Bank

(Thai)

Publ

ic Co

mpany

Limi

ted

Numb

er of

Holdi

ng Sh

ares

None

Share

holdin

g Prop

ortion

No

ne

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

93

At

tach

men

t 1

94

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

(Positi

on As

suming

Date)

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it

18 Mi

ss Dara

porn A

nyama

neetra

gool

Age

31 y

ears o

ld Po

sition

Comp

any Se

cretar

y ( 2

4 Nove

mber2

014 – 4

Jan

uary20

15)

Ba

chelor

of La

w, Th

amma

sat Un

iversit

y

Maste

r of L

aw in

Priva

te and

Busin

ess La

w Pro

gram,

Dhura

kij Pu

ndit U

nivers

ity

Augus

t 2013

– Janu

ary 20

14 Jul

y 2006

– Augu

st 2013

Legal

Offic

er Le

gal Of

ficer

Bangk

ok Sm

artcar

d Syst

em Co

., Ltd.

TP

I Pole

ne Pcl

.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Traini

ng

Lawy

er Pra

ctice a

nd Le

gal Et

iquette

(La

wyer’

s Lice

nse), L

awyer

s Coun

cil

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

94

At

tach

men

t 1

95

Na

me-Su

rname

Po

sition/

Funct

ional L

ine

(Positi

on As

suming

Date)

Educa

tional

Qualif

icatio

n/ Tr

aining

Histo

ry Wo

rk Ex

perien

ce in

5 Year

s Retr

oactiv

e Peri

od Per

iod of

Time

Po

sition

Comp

any/W

ork Un

it

18 Mi

ss Thic

haya V

asutha

rarat

Age

36 y

ears o

ld Po

sition

Comp

any Se

cretar

y ( 5

Janua

ry2015

– Pres

ent)

Ba

chelor

of Co

mmuni

cation

Arts,U

nivers

ity of

the

Thai C

hamber

of Co

mmerc

e

2013-

2014

2009-

2012

Senior

Stake

holder

offic

er

Comp

liance

Offic

er

PT Az

Zhara

Plant

ation ,

Indone

sia

PTT G

reen E

nergy

(Thai

land)

Co., L

td.

Nu

mber

of Ho

lding

Share

s No

ne Sh

arehol

ding P

roport

ion

None

Train

ing Hi

story

by Th

ai Inst

itute o

f Dire

ctors

Co

mpany

Secre

tary P

rogram

, Year

2010

Bo

ard Re

portin

g Prog

ram, Y

ear 20

10

Effect

ive M

inutes

Takin

g, Year

2012

Fa

mily R

elatio

nship b

etween

Dir

ector

and Ex

ecutiv

e No

ne

95

96

96

97

97

Corporate Governance

Annual Report หนา้ 98

The Company always recognizes the importance of operation under the Code of Best Practices by using Principle of Good Corporate Governance as a guideline for benefits of the Company’s business and enhance transparency and efficiency of administration team. At present, the Company follows those principles completely and correctly.

The Board of Directors recognizes the importance of careful and concise management to

bring confidence to the Company’s shareholders and stakeholders. To operate the business efficiently and bring maximum benefits to the Company, 3Sub Committees those are the Audit Committee, the Nomination and Remuneration Committee, and the Executives Committee are appointed for consideration of specific matters according to their roles and responsibilities assigned by the Board of Directors.

Composition and qualifications of the Sub Committee Each Sub Committee has the following roles and responsibilities 1) Audit Committee

The Audit Committee is appointed from not fewer than 3 independent directors with at least 1 director who has accounting/financial knowledge and has qualification required by the Stock Exchange of Thailand and the Securities and Exchange Commission. The Audit Committee shall be responsible for verify and review reliability of financial statements, examine and govern to ensure that the Company has internal control and internal audit system, ensure that risk management relate to internal control system appropriately and effectively.

2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is appointed from at least 3 members of the Board of Directors with at least 1 director who is an independent director. The Nomination and Remuneration Committee shall be responsible for selection of suitable person for being proposed as the Board of Directors or chief executive officer or executives. The nomination shall have efficient and transparent criteria to get competent person for supporting the Company’s business. The Committee shall also consider remuneration for the Board of Directors and chief executive officer

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by setting reasonable and fair procedures those can be benchmarked with similar or comparable industry for proposing to the Meeting of the Board of Directors or shareholders.

3) Executives Committee The Executives Committee is appointed by the Board of Directors, consisting of 4

directors. The Executives Committee has major roles and responsibilities in performing according to the Company’s strategy, policy, and procedure. The Committee also has authorization to govern the Company’s business by reviewing business plan and annual budget before presenting to the Board of Directors, setting investment policy and direct it to be in accordance with the Company’s policy, considering and operation key issues relating to the Company’s operation, reviewing and suggesting all activities those are proposed to the Board of Directors

3.1 Nomination of director and chief executive officer When there is any vacancy of the Board, the Nomination and Remuneration Committee shall

recruit and select a qualified person by considering knowledge, competency, and expertise those will be benefits to the Company, together with considering opportunity to cause conflict of interest. The Nomination and Remuneration Committee shall perform the task according to details shown in Article : Roles and responsibilities of the Nomination and Remuneration Committee.

In case of term expiration of director, election of replacement shall be subjected to the

approval of the Annual General Meeting of Shareholders regarding the most votes of attended and authorized shareholders. The criteria and procedures of election are as follows:

(1) The Nomination and Remuneration Committee shall consider the list of qualified

persons who are suitable for being the Company’s directors, then propose to the Board of Directors for review before presenting for the approval of the Annual General Meeting of Shareholders before election. However, any shareholders are entitled to offer the list of person to be the Company’s director.

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(2) In case number of listed persons is less than number of required directors, all name lists shall be proposes to the Annual General Meeting of Shareholders for election. The director shall be the one who receive the most votes.

(3) In case number of listed persons is more than number of required directors, the shareholders shall vote for the persons who will be listed in election. The director shall be the one who receive the most votes.

To elect director for replacement of vacancy in the case other than term expiration, the Board of Directors may elect by referring the votes of not fewer than third forth (3/4) of number of directors who still on board. The replacement shall work at the same period as pending term of the resigned director.

Regarding nomination of chief executive officer, the Nomination and Remuneration Committee shall consider a person who has skill, experience, professional, and specification in variety fields those are necessary and can maximize benefits to the Company, together with considering opportunity to cause conflict of interest to the Company. The nomination shall be subjected to the Board of Directors’ approval.

3.2 Nomination of executives

The Chief Executive Officer shall be authorized to consider appointing the persons who have knowledge, competency, and experience in the Company’s business to be the Company’s executives, and then report to the Board of Directors. Except in the case of any position higher than vice chairman, it shall be subjected to the Board of Directors’ approval. In addition, appointment of executives who works for auditing shall be subjected to the Audit Committee’s approval.

The Company has the policy to make all management aware of their responsibilities to report

the Company’s securities holding of them, their spouse, and their children who have not attain the majority, including report the change of securities holding to the Securities and Exchange Commission according to Section 59 and penalty of Section 275 of the Securities and Exchange Act B.E. 2535 (A.D.1992).

In addition, the Company has the policy to prohibit any directors or executives using internal information that have essence information of the Company that is not disclosed to public for their or others’ benefit, including prohibition of trading the Company’s securities. As a result, the directors,

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executives, or employees who work for the department that know internal information should avoid trading the Company’s securities in the period of 1 month prior to publishing the financial statements.

The Company’s operation of 2014 according to good corporate governance for the listed company can be summarized as follows:

The Company emphasizes and recognizes the importance of the rights of all shareholders to receive the Company’s information correctly, completely, sufficiently, timely, and equitably for making decision. Thus, the Board of Directors has the following policy

1.1) Not later than 14 (fourteen) days prior to the meeting date, the Company shall deliver the Notice of the Ordinary General Meeting of Shareholders together with all relating information specifying objective and reason, including the directors’ opinion in every agenda so that the shareholders can study complete information. In the case that any shareholders are unable to attend the meeting, the Company allows the shareholder authorizing any independent director or any person attend the meeting for him/her by using a proxy form attached with the Notice of the Ordinary General Meeting of Shareholders.

1.2) The Company shall facilitate all shareholders equitably regarding meeting attention, either for appropriate location or time schedule.

1.3) The shareholders’ meeting shall consider and vote each agenda consequentially without changing any key information or adding more agenda without prior notice. The shareholders shall have similar right to review the Company’s performance, including asking, sharing opinion and suggestion. The related directors and executives shall attend the meeting to answer the question.

1.4) The Company shall increase information disclosure channel for the shareholders via the Company’s website, especially for the Notice of the Ordinary General Meeting of Shareholders that should be published prior to the meeting date for downloading.

1.5) The Company shall have the policy to require all directors attending the meeting for answering the shareholders’ questions promptly.

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1.6) The Company shall provide full, correct, quick, and transparent minutes of meeting of which contained summary of questions and answers during the meeting for the shareholders’ review. In addition, the Company also record video as well as posed the minutes of meeting on the Company’s website for verification, including sending to the Stock Exchange of Thailand within 14 days after the meeting date.

1.7) The Company shall facilitate the shareholders by depositing dividend payment (if any) to their bank account so that the shareholders shall receive the dividend payment on time and avoid the problem of damage, loss, or late delivery of check.

The Company determines to treat all shareholders equitably. Thus, the Board of Directors has the following policy

2.1) The Company shall send the Notice of the Ordinary General Meeting of Shareholders together with all related information to the shareholders not less than 14 days prior to the meeting date for their studying.

2.2) The Company shall study how to allow minor shareholders propose director list or additional agenda before the meeting date.

2.3) The Company shall facilitate the shareholder who is unable to attend the meeting by allow authorizing other person or allow at least 1 independent director attend and vote for him/her by notifying the name of independent director in the Notice of the Ordinary General Meeting of Shareholders.

2.4) The Company shall provide equitable treatment to either major shareholders or minor shareholders, either Thai shareholders or foreign shareholders.

The Company recognizes and aware rights of all groups of its stakeholders regardless of whether they are internal stakeholders such as shareholders and employees of the Company, or external stakeholders such as customers, suppliers, creditors, competitors, government sector, and other department including nearby community. Resulting from supports of all stakeholders, the Company can create competitiveness and profits those are deemed as long term value of the Company. Thus, the Company has the following policy

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3.1) Policies and Working Practices toward Employees

The Company aware that the employees are key success factor of the Company with high value. Thus, the Company has the policy to provide fair treatment to all employees, regarding compensation, appointment, transfer, including competency development. To comply with the policy, the Company has the following practices;

a) Perform to employees politely and respect in each individual b) Provide fair compensation and establish provident fund for employees,

including focusing on take good care of employees’ welfare c) Take care of working environment to be safe for employees’ life and

property d) Appoint, transfer, including award and punish employees honestly and based

on the employee’s knowledge, competency, and appropriateness. e) Place importance on knowledge and skill development by provide

opportunity completely and regularly for professional performance f) Listen to opinion and suggestion based on knowledge and professional of

employees g) Comply strictly with related laws and regulations.

3.2) Policies and Working Practices toward Shareholders

The Company always recognizes that all shareholders are the business owner and the Company has responsibility to create added value to the shareholders in long term. Thus, the Company determines the following guidelines for the directors, executives, and employees.

a) Perform duties honestly and make decision on any activity based on professional practices carefully, cautiously, and fairly regardless of whether they are major or minor shareholders for maximum benefits of all shareholders

b) Present the Company’s status, performance, financial statements, accounting report, and other reports regularly, completely, and accurately.

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c) Notify all shareholders equitably about the Company’s future trend, either in positive and negative side, by using possibility basis together with supported information and sufficient reason.

d) Do not take any profits for themselves and other third party by using any information of the Company that has not been disclosed publicly or perform any other action that can cause conflict of interest.

3.3) Policies and Working Practices toward customers The Company always recognizes the importance of customers, then determines the follow policies;

a) Service customers politely and enthusiastically with sincerity, willingness, intention, and care as well as taking care of the cousin, together with quick, accurate, and reliable actions.

b) Keep customers’ information secret without using it for their own or related persons’ benefits

c) Provide correct, sufficient, and timely information about service to customers without any hype that make customers misunderstand about service quality or conditions.

d) Provide suggestion about the Company’s service procedures efficiently for the ultimate benefits of customers

3.4) Policies and Working Practices toward suppliers and/or creditors

The Company set the policies as a guideline for the employees to provide fair and honest treatment to all suppliers and/or creditors together with considering the Company’s maximum benefits. All employees shall perform their tasks to provide fair return, avoid any situation that may cause conflict of interest, and make discussion with food faith to keep good business relationship by following below practices

a) Do not request, receipt, or payment of any dishonest benefits from/to the suppliers and/or creditor.

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b) In case there is any request, receipt, or payment of any dishonest benefits, the employees shall inform such details to the suppliers and/or creditor, then cooperate among them to discuss about fair and quick solution.

c) Comply with agreed condition strictly, in case unable to comply with any condition, the Company shall notify the creditors in advance for common discussion to find the solution

3.5) Policies and Working Practices toward competitors The Company has the policies to competitors that the Company shall not make

infringement of secret or finding the defraud way to know trade secret of the competitors. The key policies are set as follows;

a) Comply with good competition practices b) Do not attempt finding trade secret of competitors by using defraud or

inappropriate method. c) Do not damage the competitors’ reputation by making bad accuse.

3.6) Policies and Working Practices toward society/community

The Company has the policies to operate the businesses those provide benefits to economy and society, including strive for being good population and comply with related laws and regulation completely. The Company shall also focus on enhancement and development of society and community quality as well as development of the Company’s growth.

3.7) Environmental policy

The Company has the policies to support any activities those can enhance quality, occupational health, and environment, including maintain working environment to be safe for either employees’ life or properties.

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The Board of Directors has the policies to reveal accurate complete, consistent and updated information, both financial and general information that related to Company’s business showing actual financial performance and future of the Company’s business.

The Board of Directors strives to strictly control all operations to be complied with related laws, rules, and regulations those are relating with disclosure and transparency. The Company shall publish the information on the Company’s websitein both languages, Thai and English, including via mass media, SET’s Communication system to ensure that the shareholders and relatedpersons shall equitably receive the Company’s information. In addition, the Company shall update information according to the guidelines and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.

The Board of Directors shall be responsible for the shareholders about the Company’s operation and governing the business to meet the target based on the procedures those can maximize the Shareholders’ benefits while still concern about all stakeholders’ benefits.

The Board of Directors has the roles and responsibilities to comply with law, objectives, and the Company’s Articles of Association with integrity and take good care of the Shareholders’ and Stakeholders’ benefits, either in shortterm or longterm; and to ensure that the Company operates the business in the way that can maximize the Shareholders’ and the Stakeholders’ benefits. Moreover, the Board of Directors shall supervise for preparation of vision, mission, target, policy, operation guideline, strategic plan, action plan, and annual budget of the Company. The Board of Directors shall also share the opinion to make clear understanding about business overview before approval, then monitor operation management to meet the target by complying with the guideline of the Stock Exchange of Thailand and the Securities and Exchange Commission.

5.1) Internal Control The Board of Directors shall set the complete internal control for the company,

including financial and operation, by complying with related laws, regulations, and procedures. The Board shall also provide monitoring and balancing systems those are sufficient for property protection; set up written authorization procedures, management’sand employees’responsibilities. The Company shall establish internal control department that can work independently to verify all

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operations to be in accordance with the procedures, including assessment of sufficient control of each department.

5.2) Control for internal information usage

The Board of Directors recognizes the importance of good corporate governance. To bring transparency and protect conflict of interest occurred by using undisclosed internal information, the Company has set the policy to control usage of internal information as follows;

a) Provide knowledge to the directors, executives, and management team, who take care of accounting or financial activities and work in the position not lower than division manager, about their responsibility to present the portfolio of directors and the portfolio of spouse and children who have not attained majority to the Securities and Exchange Commission according to Section 59 and sanction according to Section 275 of the Securities and Exchange Act B.E. 2535 (A.D. 1992)

b) Determine that the directors, executives, and management team, who take care of accounting or financial activities and work in the position not lower than division manager, shall prepare and submit the portfolio of directors and the portfolio of spouse and children who have not attained majority by passing through the Company Secretary before submission to the Securities and Exchange Commission. The portfolio shall be submitted within 30 days after the appointment date. Report of security holding changes shall be submitted within 3 days after the date of purchase, sale, transfer, or receipt of transfer the securities.

c) Determine that the directors, executives, and management team, who take care of accounting or financial activities and work in the position not lower than division manager, including all related operators who know any information that has material impact to securities price change, shall stop trading the Company’s securities before disclosure of financial statements or financial status or the Company status until such information is disclosed publicly. The Company shall notify the above persons to stop trading in writing at least 30 days prior to the disclosure date and ask them to wait for 24 hours after the disclosure date and not to reveal such key information to other third party.

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d) Determine disciplinary action for the persons who use internal information for their own benefits by starting from written warning, cutting of wage, temporary suspension without pay, or dismissal. The penalty shall be considered from intension and seriousness of such mistake.

5.3) Roles and Responsibilities of the Board of Directors

The Company determines that the directors shall comply with good practices for the directors in listed company according to the guideline of the Stock Exchange of Thailand. The directors shall understand and aware of their roles and responsibilities; perform their tasks according to laws, the Company’s objectives and Articles of Association, the Shareholders’ Meeting resolution, the Committee Charter, and Corporate Governance Policy honestly by focusing on The Company’s and the Shareholders’ benefits. The Board of Directors shall set the policy of business goal, business plan, and budget, including direct the management to conform to determined action plan and budget efficiently and effectively for the maximum benefits of the Company and the Shareholders.

5.4) The Board of Directors’ Meeting

The Company shall comply with rules of the Board of Directors’ Meeting according to the Public Company Act B.E. 2535 (A.D. 1992) (including its revision version), including the Company’s Articles of Association. The Company shall set the Board of Directors’ Meeting schedule, agenda and notify each director in advance by sending the meeting documents to the directors at least 7 days prior to the Meeting date.

Number of the Board of Directors’ Meeting shall be in accordance with roles and responsibilities of the Board and the Company’s business operation but not fewer than 3 times a month.

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5.5) Remuneration

The Directors’ remuneration shall be approved by the Shareholders’ Meeting, then set as a policy. The criteria of consideration are as follows;

a) The Company’s performance in comparison with the directors’ remuneration

of listed company where perform the similar type and size of business. b) Experience, roles, duties, and scope of responsibilities of each director c) Benefits those the Company may receive from each director d) The determined remuneration must be able to attract the qualified director

who is suitable for necessity and situation of the Company

5.6) Annual Report of the Board of Directors

The Board of Directors is responsible for the Company’s consolidated financial statements and any financial information which been disclosed in the Company’s annual report. Such financial statements were prepared in accordance with the general acceptanceaccounting standard in Thailand with policy that is referred regularly and carefully. The reports were carefully considered and prepared with sufficient information in the notes to the financial statements. The financial statements have been audited and commented independently by the authorized auditors.

In addition, the Company shall set the policy to support awareness of good corporate governance as follows;

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The Company shall perform the business by giving importance on anticorruption, hold ethics and conduct, transparent management, and responsible for all stakeholders. The Company also set good practices for the directors, management, and employees in the Business Ethics and Employees’ Code of Conduct those are a part in “Good Corporate Governance” of the Company.

Corruption means “Actions or negligence of actions in performing according to duties or use the authority dishonestly; infringement of law, ethics, regulations, or policies of the Company to find dishonest benefits in any form, such as request, receipt, offer or provide any property or any other benefits to a government officer or any third party who operate business with the Company”

The Company set the AntiCorruption Policy to be used as guidelines as follows;

1. The directors, executives, and employees shall not act or support performing corruption in any case and shall comply with anticorruption measure strictly.

2. The Board of Directors, executives, and all employees shall comply with anticorruption policy in any form, directly or indirectly, including avoid any relation with corruption issue whether offer, promise, request, require, giver or receive of bribes, and avoid any actions or behaviour that may be implied as corruption in the business operation area.

3. The Company shall communicate and publish internally and externally to enhance understand and cooperation to prevent any person from doing corruption to the Company.

4. The Company shall establish clear procedures and run risk assessment of corruption, including setting follow up and review procedure periodically in accordance with change of business and related laws.

5. The Company shall provide fair treatment and protect the employee who refuse to do corruption or notify related corruption action to the Company via determined channels. However, if any employee does the corruption, he/she shall be subjected to discussion according to the Company’s discipline. Moreover, such person shall be subjected to penalty by law in case such action is illegal.

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6. Whenever an employee find any action that is suspected to be corruption, he/she must notify the supervisor or assigned party.

7. Build up the organization culture standing for honesty and fairness, and provide training for the employee to make them perform their duty honestly and prompt to use principle and ethics in good corporate governance policy as guidelines in operation strictly.

8. Any actions in relation to anticorruption policy shall follow the regulations in the Code of Conduct, Good Corporate Governance, including related regulations and work instruction of the Company, together with any practices considered as reasonable by the Company. To comply with this policy, the Board of Directors, executives, and all employees shall be careful of the following issues;

8.1 Giving or receiving any reward, party, and expenses caused by giving or receiving of souvenir or welcome party shall be complied with the Company’s procedures.

8.2 Giving or receiving the donation or supporting money shall be proceeded transparently according to law, together with following up the performance report from the receiver by comparing to the objective.

8.3 For business relationship and procurement, they are prohibited to receive bribe. All procurement, business operation, and contact shall be proceeded transparently, honestly, verifiably under law and related regulations.

8.4 Do not use the Company’s capital or resource for supporting political activities of any parties.

In addition, the Company shall concern about fairness and protection without any degradation, punishment, or cause negative result to the employee who refuse doing corruption, although such action may cause the Company loss its business. The Company shall also give the importance to communication and make clear understanding to all stakeholders about performing according to the anticorruption policy.

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Entering into connected transaction or related transaction of the Company shall comply with the regulations of the Securities and Exchange Act and the Notification of the Securities and Exchange Commission No. Tor Jor 21/2551 Re: Rules on Entering into Connected Transactions, which refers to the Notification of the Securities and Exchange Commission Re: Information Disclosure and the performance of listed company in connected transaction, including other related rules of the Securities and Exchange Commission and/or the Stock Exchange of Thailand. In addition, the Company shall also comply with the regulations about disclosure of connected transaction in the Notes of Financial Statement those are reviewed by the Company, presented in the Company’s Annual Report and the Annual Information Disclosure (561)

In case the law requires the Company to receive approval from the Meeting of the Board of Directors or the Shareholders before entering any connected transaction. The Company shall arrange to have the Audit Committee review and provide opinion about such transaction. All opinions of the Audit Committee shall be proposed to the Meeting of the Board of Directors of the Shareholders, as the case maybe, to ensure that such transaction can make maximum benefits to the Company.

In case there is any connected transaction between the Company and/or the Subsidiaries and other party who may have conflict of interest in the future, the Audit Committee shall share opinion about necessity of entering into transaction and appropriateness of price. The Audit Committee shall consider the term and condition in accordance with normal business operation in the industry and/or compare with third parties price and/or use price or condition of similar transaction of a third party and/or present that such transaction has reasonable or fair pricing or conditions. However, if the Audit Committee has not expertise in consideration on any connected transaction, the Company shall have an independent expert or an auditor provide opinion on such connected transaction to be reference in consideration of the Board of Directors, the Audit Committee, and/or the shareholders, as the case maybe, subjecting to consideration of necessity and reasonable of the connected transaction.

The shareholders who have conflict of interest or benefits on the connected transaction shall not have any right to approve such connected transaction. This to ensure that there is not any removing or transferring of the connected transaction’s benefits from the Company to the shareholders, although it is the transaction that makes maximum profits to all shareholders.

Officially, the management shall be entitled to approve any transaction of with the condition similar to other transition entered into by other person and have the negotiation power that is free from

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the power of management who is a director, or executive, or related person. The Company shall prepare summary report of such transaction to present in next Board of Directors’ Meeting. 1. The Directors and Executives of the Company shall prepare the report of their or other related

persons’ conflicts interest report to notify the Company so that the Company has information for internal use to perform according to the regulations about connected transaction.

2. In case the Company enters into any agreement or any connected transaction with the Subsidiaries, joint venture, other related company and/or third party, the Company shall consider necessity and appropriateness in entering into the agreement based on the Company’s benefit. The pricing shall be calculated at fair price based on general conditions used for other customers and third party (Arm’s Length Basis) that shall be fair, reasonable, and create maximum benefits to the Company and all shareholders. Without such pricing, the Company shall benchmark the price of connected transaction with third party’s product or service price under close or similar condition or refer to the price received from the independent assessor hired by the Company to ensure that the price is reasonable and cause maximum profit to the Company and all shareholders.

3. The Company shall provide financial support to the subsidiaries and joint venture, such as working capital in term of loan, guaranteed loan, carefully to maintain maximum profits of the group. The Company shall charge some fee to the group, such as interest or guarantee fee at market price on the transaction date.

4. In case the connected transaction has value that requires the shareholders’ approval, the shareholders who have benefits are entitled to attend the Shareholders’ Meeting for being counted as an attendee but cannot give the vote. Counting of the vote for approval of connected transaction shall not consider the portion of the shareholders who have conflict of interest, thus there is no problem for the Meeting and the vote.

5. The directors or executive who has conflict of interest in any agenda shall not have right in voting and cannot attend the meeting that arranges for approval such issue.

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If there is any connected transaction taken in the future, the Company shall comply with the Securities and Exchange Act, rules, notifications, command, or regulations of the Capital Market Supervisory Board, the Securities and Exchange Commission, and the Stock Exchange of Thailand. However, entering into such connected transaction shall not be moving or transferring of the benefits between the Company and the Company’s shareholders, although the transaction shall be done based on consideration of maximum benefits of the Company and all shareholders.

In the case that the connected transaction occurs regularly and expected that it is going to occur continuously in the future, the Company shall operate according to rules and procedures of general trading and referring to appropriate, fair, and verifiable price and conditions. In addition, entering into such transaction shall conform to principles of any agreement with general trading condition approved by the Board of Directors’ Meeting. By this matter, the management shall prepare summary of transaction to report in the Audit Committee’s Meeting annually. To reveal of the Company’s connected transaction, it shall be performed according to laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, and in accordance with accounting standard or related persons of the Federation of Accounting Professions.

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Internal Control

115561 Page88

The Company has realized on the significance of proper and adequate internal control system for business operation in order to enhance efficiency and effectiveness in execution on resource usage and asset supervision, reliable and accurate reporting, and compliance with relevant laws and regulations.

The Company has continuously designed, prepared, evaluated and improved internal control system. The internal audit work unit performs its duty in verification on internal control evaluation by referring practical framework of internal control of The Committee of Sponsoring Organizations of the Tread way Commission (COSO) that determines 5 areas of necessary main elements in internal control including organizational internal control, risk assessment, operating control, information system and information communication, and monitoring system.

Internal Audit Work Unit has verified the effectiveness of internal control and has reported the verification result to the Audit Committee and the Board of Directors. The Board of Directors has evaluated the Company’s internal control system by interrogation the information from management about execution according to guideline and suggestion for internal control development. It was concluded according to the Company’s internal control system evaluation in different 5 areas of elements including organizational internal control, risk assessment, operating control, information system and information communication, and monitoring system, the Board of Directors thought that the Company’s internal control system has been adequate and proper. The Company has arranged the personnel to be sufficient for effective execution according to the system.

2.

Internal Audit Work Unit performs its duty in evaluation on adequacy and appropriateness of internal control system of the Company’s and its affiliated companies’ operating processes and various work systems as well as the activities carried by the outsider in lieu of the Company that employs it. Internal Audit Work Unit is independent and directly report to the Audit Committee which is the Company’s independent director. Internal Auditor shall not be related to the Company’s operation.

Brief Details of Scope, Duty and Responsibility have included the following. (1) Audit is performed to ensure whether the operation is in line with the Company’s goal by

assessment method and increase in risk management efficiency, control and corporate governance. (2) The nature and scope of work for consultation is in line with agreement mutually made with

service user. The audit party can provide advice in order to create confidence whether the newly prepared or existing process of risk management, control and governance is adequately effective and efficient or able to provide advice in designing of such process.

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(3) According to corruption, the auditor shall concern and emphasize on the aspect with high risk leading to corruption as well as indication on existing weakness of control. The auditor shall proceed primary investigation on the issue that may be corrupt upon receipt of request from the Audit Committee and/or from Chief Executive Officer and Managing Director. The Management is the responsible person to prevent, search, investigate and punish corruption act.

(4) The request for the audit as a special case is the audit item that is out of annual audit plan and it is specially requested from the Management and/or the Audit Committee.

In addition, for more concise internal audit of the Company, the Company has employed Unique Advisor Company Limited (“Unique”) to perform duty as the Company’s Internal Auditor during the period of November to December 2015 since the Company has just registered for establishment as the new company in such period of time. Unique has assigned Mr. Kosol Yamleemul, Managing Director Position, as main responsible person in performing the duty of the Company’s internal auditor. The Audit Committee has considered the qualifications of Unique and Mr. Kosol Yamleemul and had the opinion that they have been adequately proper to perform such duty due to availability of independence and experience in performing internal audit in the business/industry with the same nature as the Company. The Company has also assigned Miss Pawichsinee Fangsawad, the Secretary of the Audit Committee to act in coordinating with the auditor outsource.

However, the duty of the Audit Committee is to consider the independence of internal audit work unit as well as provide consent on appointment and removal, consider annual appraisal of performance and feat of internal audit work unit, and consider other relevant matters.

Inter-Transactions

Annual Report Page117

Intertransactions between the Company and the related businesses for 2014 has been

presented and referred from Financial Information Report for the Year Ended 31 December 2014 as follows.

1.EAGLE It is the subsidiary of which the Company has held its shares for 100%, having codirectors with the Company and the Company’s executive as the director.

Transactions from Statement of Income Revenue from Sales of Products and Services

Purchase of Products or Services

Other Revenues 2.46 Expenses 234.73 Financial Cost Transactions from Balance Sheet Account Receivable – Related Businesses

0.59

Loan 100.00 Account Payable – Related Businesses

14.27

Rental Security Money 0.36

2.AMC

There have been codirectors (At present, the involvement was inexistent since May 2014).

Transactions from Statement of Income Revenue from Compromise and Conciliation with Asset Million Company Limited

550.00

Revenue from Loan Security Fee

0.02

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3.LOGISTIC ENTERPRISE

It is juristic person having the Company’s directors and shareholders as the directors and major shareholders (its status is the subsidiary since October 2014).

Transactions from Statement of Income Revenue from Loan Security Fee

0.06

Rental Fee Expense 12.21

4.Mr. Watchai Vilailuck

He is the Company’s major shareholder.

Transactions from Statement of Income Interest Paid 1.16 Transactions from Balance Sheet Other Payables Accrued Interest

5.Mr. Pisarn Poompanmoung

The Company’s director


6.Miss Anchalee Poomma

The close relative of the Company’s director

Transactions of Statement of Income

Interest Paid 0.95 Transactions from Balance Sheet

Other Payables

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7. Miss Chomkamol Poompanmoung

The director and executive of the Company and EAGLE


8.Mrs. Photjaman Phumphanmuang

The close relative of the director and executive of the Company and EAGLE

Transactions from Statement of Income Interest Paid 1.34 Transactions from Balance Sheet

Other Payables Accrued Interest

1. The purpose of the entry to do the transactions with EAGLE is to assignEAGLE to perform its duty as the carrier of the Company’s products for delivery to the Company’s customers. It is the normal business operation and the quantity of service usage that the Company receives from EAGLE is consistent with the Company’s demand and business operation. However, the nature of price and condition for service usage received for EAGLE is in line with the contractual agreement provided that the price and condition are like the transactions done with outsiders without purpose for intertransfer ofbenefits or availability of any special transactions.

2. The Company has had 2 intertransactions with AMC including 1) revenue from loss gained from compromise and conciliation on selling shares disputed in lawsuit impeachment between PICNI and AMC. Such transaction has been proceeded under the consent of Central Bankruptcy Court during PICNI has been under rehabilitation, and 2) revenue from loan security fee. However, at present, AMC has not been the party related to the Company and the Company has not done any transactions with AMC.

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3. The Company has had 2 intertransactions with LOGISTIC ENTERPRISE including 1) revenue from loan security fee for purchase of gas transport vehicle, and 2) rental fee expense of gas transport vehicle. However, both intertransactions have had price and condition like the transactions done with outsiders without purpose for intertransfer of benefits or availability of any special transactions. The Company (on behalf of WG) has entered to buy all of such company’s shares in October 2014 and the status of such company has currently been the Company’s subsidiary.

4. Moreover, the Company (on behalf of WG) and EAGLE have still had transactions of loans from executive, director, shareholder and parties related to director, executive and shareholder for use as working capital. However, the Company (on behalf of WG) and EAGLE have paid back all loans before registration date of the company amalgamation.

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Analysis and Explanation of Management

Annual report

Analysis and Explanation of Management Overall Operation and Financial Status The analysis and explanation of overall operation for 2014 shown below used information from Pro Forma consolidated financial information for the year ended 31 December 2014 and 2013. For the information of the Pro Forma consolidated financial at www.wpenergy.co.th

1. Overall Operation Table 1: Revenue Structure of the Company and its Subsidiaries Separated According to Type of Revenues

Revenues

Most of the revenues of the Company and its subsidiaries derived from LPG sales as the Company’s main business occurred for the accounting period of 2014, estimated for95.50% of total revenues. The secondary was that revenue from transport service charges estimated for the proportion of 1.37% of total revenues and other revenues estimated for the proportion of 3.13% of total revenues. It can be analyzed as follows.

1. Revenue from LPG sales of the Company had yearly continuous growth rate. Sales volume including distribution of LPG increased from 1,139,729 tons in 2013 to be 1,247,545 tons in 2014, causing 21,487 million Baht for revenue from LPG sales in 2014, adjusting to be increased for 1,898 million Baht or increasing for 9.7% when compared with the same period of last year having revenue from sales equaling to 19,589 million Baht. The main reasons have been from below.

(Unit: Million Baht) For the Year Ended 31 December 2014

For the Year Ended 31 December 2013

Amount

Revenue

Revenue from LPG Sales 21,487 19,589

Revenue from Transport Service Charges

309 369

Revenue from Rental Fee 1 25

Other Revenues 703 224

Total Revenues 22,500 20,207

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Annual report

The Company has increasingly extended its customer bases of LPG consumption to support continuous growth, resulting in more trading transaction doings of new customers with the Company as well as the Company’s ability to administrate by increase in higher sales volume quantity of each customer. Moreover, the Company has possessed market shares in the second rank of LPG traders nationwide. This has reinforced the business strength so that the Company has had secure financial position and overall operations. The overview of the Company’s marketing policy has included focus on product distribution to small to middle sized LPG service station customer groups which have been the customer groups with greatest numbers and accessibility. In addition, the market has been concurrently expanded in part of commercial customers with high demand on LPG consumption and purpose to build the Company’s customer network to be secure, resulting in the Company’s ability to sustainably increase sales volume in long term.

In 2014, the proportion of revenue from the Company’s LPG distribution was divided according to type of customers for the amount of accounting period of 1 January 2014 to 31 December 2014 shown in below Table.

Table indicating proportion of revenue from the Company’s distribution divided according to type of customer as at 31 December 2014

Type of Customer Revenue (Million Baht) Proportion (%) Gas Service Station 9,444 43.95 Commercial Customer 854 3.98 Gas Filling Plant 6,875 32.00 Gas Store 867 4.04

Industrial Factory 2,162 10.06 Supply Sales and Others 1,285 5.97

Total 21,487 100.00

In 2014, according to the sales of LPG in Thailand, the Company had duty to collect money

to be submitted to the fund for LPG sales from customers for fund submission according to Announcement of National Energy Policy Council. This collected money is presented to be included in revenue from sales (in 2014, the collection amount was higher than 2013 due to higher collection rate for fund submission).

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Annual report

2. Revenue from Transport Service Charge for 2014 was equal to 309 million Baht, decreasing for 60million Baht or decreasing for 16 % with main reason from more changes of product receipts by customers themselves.

3. Revenue from Rental Fee for 2014 was totaled to 17 million Baht. It was partly declared in other revenues 16 million Baht by decrease in revenue from rental fee from 2013 for 8 million Baht since in 2014, some lease contracts were expired for their lease terms. The Company then has taken those properties for its own use.

4. Other revenues of the Company were 703 million Baht consisting of below items. Other Revenues As shown in the Pro Forma

consolidated financial information

(million baht ) . Revenue from Transport and Service Charge 82 Revenue from Tank Repair Expense 4 Revenue from Toll Fee 17 Revenue from Rental Fee 16 Revenue from Deposit 2 Revenue from Sales of Valves 2 Revenue from Sale of fixed Assets 6 Revenue from Refund of the Company’s Provident 4 Fund Part Revenue from Interest 15 Receipt of Share Selling Payment from AMC 550 Other Revenues 5 Total of Other Revenues 703

However, nonoperating transaction from main business has caused from revenue from

compromise and reconciliation with Asset Million Company Limited for 550 million Baht from total paid amount for 603 million Baht. The Company has already been paid at certain amount before 31 December 2013 for 53 million Baht.

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Annual report

Table 2: Expense Structure of the Company

Expenses

The Company’s expenses consisted of the following.

1) Cost of LPG Sales which is the Company’s main business. The cost of LPG sales occurred in the accounting period of 2014 was 19,733 million Baht or estimated for around 87.7% of total revenues. The cost of LPG sales increased for around 10% when compared with the same period of 2013 with cost of LPG sales for 17,932 million Baht. The proportion was consistent and related to revenue from increased LPG sales derived from money submitted into fund

from increased LPG sales from 2013 due to collection rate for fund submission at higher rate.

2) Cost of Transport Service. The cost of transport service occurred in the accounting period of 2014 was 313 million Baht or estimated for around 4.13% of total revenues. It was seen that the cost of transport service decreased for 72 million Baht when compared with the same period of 2013 with cost of transport service for 385million Baht, decreasing to be the same proportion with decrease in revenue from transport service charge.

(Unit: Million Baht) For Year Ended 31 December 2014

For Year Ended 31 December 2013

Amount

Amount

Cost of LPG Sales and Transport Services

20,046 18,318

Selling Expenses 1,267 1,186

Administrative Expenses 542 754

Other Expenses 20 84

Total Expenses 21,875 20,342

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Annual report

3) Selling Expenses of the Company occurred in the accounting period of 2014 was 1,268 million Baht or estimated for around 5.63% of total revenues. Selling expenses for 2014 increased from 2013 for 82 million Baht which was varied according to increase in revenue

from LPG sales from 2013. 4) Administrative expenses of the Company occurred in the accounting period of 2014

was542million Baht or estimated for around 2.41% of the sum of total revenues. Administrative expenses for 2014 decreased from 2013 for 212million Baht, causing from the Company’s application of unnecessary expense control measure, more effective expense management, and more effective management of the Company’s personnel by the Company.

5) Other Expenses. They have consisted of bad debts and doubtful accounts for3 million Baht and financial cost for 17 million Baht.

In 2014, the Company’s financial expense decreased from 2013 for 10 million Baht. The decrease in financial cost from last year was due to in 2014, the Company has already paid back all loans, resulting in clean expense obligation of financial cost derived from loans.

Table 3: Profit and Profit Margin of the Company



Amount (Million

Baht)

Amount (Million

Baht)

Gross Profit

Profit (Loss) from Operations

Net Profit (Loss)

Net Profit (Loss) (excluding revenue from damage acquired from compromise and reconciliation for sales of disputed shares in the suing lawsuit between the Company and AMC for 550 million Baht in 2014 and 53 million Baht in 2013)

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Annual report

Profit

In 2014, the Company earned profit for 623million Bahtcompared with the same period of last year

with loss for approximately 136 million Baht. The profit was increased for approximately 759 million Baht as the consequence of below.

1) In 2014, the Company recorded revenue from compromise and reconciliation with Asset Million Company Limited for 550 million Baht. 2) In 2014, the Company had higher sales volume and maintained gross profit level in the rate similar to last year. Moreover, the Company has effectively more controlled its expenses, resulting in more net profit earned by the Company.

2. Financial Position and Liquidity The analysis and explanation of financial status for 2014 shown below used the information from Consolidated Statement of Financial Position as at 31 December 2014 as the consequence that WP Energy Public Company is the Company derived from the company amalgamation between Picnic Corporation Public Company Limited and World Gas (Thailand) Company Limited on 24 November 2014.

2.1 Financial Position Amount

Unit : Million Baht

Proportion to Total Assets (%)

Assets Current Asset s Cash and Cash Equivalents 838 15% Account Receivables and Other Receivables 1,031 18% Inventory 114 2% Current Assets 6 0% Total of Current Assets 1,988 34%

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Annual report

Amount

Unit : Million Baht

Proportion to Total Assets (%)

NonCurrent Assets Bank Deposit with Guarantee 768 13% Obligation Reserved Account for Debt Repayment 206 4% Other LongTerm Investment 48 1% Real Estate for Investment 66 1% Property, Plant and Equipment 2,472 43% Goodwill 24 0% Intangible Assets 13 0% Prepaid Rental Fee 77 1% Deferred Income Tax Asset 1 0% Other NonCurrent Assets 110 2% Total of Non Current Assets 3,786 66%

Total of Assets 5,774 100%

Assets The assets of the Company and its subsidiaries as at 31 December 2014 was5,774million Baht, dividing into current assets for 1,988 million Baht estimated for the proportion of 34% and noncurrent assets for 3,786 million Baht estimated for the proportion of 66%. Below have been the details. NonCurrent Assets

1) Cash and Cash Equivalents

As at 31 December 2014, the Company had total cash and cash equivalents for 838 million Baht estimated for the proportion of 15% of total asset. That cash will be used as working capital of the Company’s operation. It will be related to the increased revenue from LPG sales and cash received derived from sales from compromise and reconciliation with Asset Million Company Limited for 550 million Baht.

Total Current Assets

Amount Unit : Million Baht

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Annual report

2) Account Receivables and other Receivables

As at 31 December 2014, the Company had account receivables and other receivables for 1,031 million Baht estimated for the proportion of 18% of total assets.

The details of account receivables and other receivables – net can be shown as follows. (Unit : Million Baht)

Items Amount of Money % Account Receivables – Other Businesses (Net) 950 92%

Other Receivables Net 81 8%

Total Account Receivables and Other Receivables 1,031 100%

Account receivables – other businesses – net can be analyzed according to outstanding aging as follows. (Unit : Million Baht)

Items Amount of Money % Not yet Due 898 84.72% Overdue Outstanding Debt Outstanding payment for not later than 3 months 50 4.72% Overdue more than 3 months but less than 6 months 1 0.09% Overdue more than 6 months but less than 12 months 3 0.28% Overdue more than12 months 108 10.19% Total 1,060 100.00% Minus Allowance for Doubtful Accounts (111) 10.47% Account Receivables Net 949 89.53%

According to Table, it was found that account receivables – other businesses of the Company in the proportion of 84.72% was receivables within payment term and the rest was receivables over payment term. However, the Company and its subsidiaries reserved allowance for doubtful accounts for the whole amount of receivables with more than 12 months aging.

Amount

Account Receivables Net

Overdue more than 6 months but less than 12 months

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Annual report

3) Inventory The Company’s inventory was LPG gas in form of finished products since the Company is the brisk selling and buying business. The Company had inventory for 114million Baht estimated for the proportion of 2% of total assets. NonCurrent Assets

1) Bank Deposit with Guarantee Obligation Total bank deposit with guarantee obligation as at 31 December 2014 was 768 million Baht estimated for the proportion of 13% of total amount of assets. It is the bank deposit used as guarantee to commercial bank to guarantee the purchase of products and electricity consumption.

2) Reserve Account for Debt Payback and Creditors Waiting for Money Allocation According to Rehabilitation Plan

Reserve account for debt payback is the bank deposit account for debt payback to the creditors waiting for money allocation according to Rehabilitation Plan for 206 million Baht estimated for the proportion of 4% of total amount of assets. The Company has not paid on the date of debt repayment term since some creditors have not received final order to be settled for debts.

3) Other LongTerm Investment Funds

Other longterm investment funds as at 31 December 2014 were48million Baht estimated for the proportion of1% of total amount of assets. Longterm investment funds are the investment funds in Enesol Company Limited and Picnic Marine Company Limited. The Group of Companies has held shares in the ratio of 19.92 and1.07 of authorized capital. Such investment funds have been classified as general investment funds.

4) Real Estate for Investment Real estate for investment as at 31 December 2014 was 66million Baht estimated for the proportion of 1% of total amount of assets consisting of empty land utilized for renting out to others.

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Annual report

5) Property, Plant and Equipment Total property, plant and equipment – net as at 31 December 2014 was 2,471 million Baht estimated for 43% of total amount of assets consisting of below.

(Unit : Million Baht)

Amount % Land 322 4.93% Property and Public Utility System 692 10.59% Gas Warehouse and Equipment 688 10.53% Machineries and Equipment in Plant 307 4.70% SmallSized Gas Tank 3,611 55.25% Furniture and Fixtures and Office Equipment 146 2.23% Vehicle 559 8.55% Assets under construction 211 3.23% Total 6,536 100.00% Minus Accumulated Depreciation Expense ( 3,376) 51.65% Minus Allowance of Lost Assets (441) 6.75% Minus Allowance of Lost Assets (247) 3.78%

Land, Property and Equipment Net 2,472 37.82%

Land, Property and equipment – net have been mostly small gas tanks, gas storage equipment, and vehicles, which have been the main assets used in business operations of the Company and its subsidiaries. Nevertheless, the Company has set allowance from assessment result by independent assessor.

6) Goodwill Goodwill as at 31 December 2014 was 24million Baht estimated for the proportion of 0.4 of

total amount of assets derived from the Group of Companies that purchased shares of Eagle Intertrans Company Limited which was established in Thailand to engage transport business of oil, gas and chemicals in the proportion of 99.99% for 260million Baht on 23 April 2014. In such business takeover, the Group of Companies expected that it will cause mutual potentiality in business engagement and business scope expansion to have larger size with varieties for risk diversification in business operation.

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Annual report

7) Intangible Assets Intangible assets as at 31 December 2014 were 13million Baht estimated for the proportion of

0.2% of total amount of assets, consisting of trademark and computer program. Trademark has been the asset acquired from purchase of LPG business. In 2003, the Company considered on setting allowance of loss from impairment in full amount due to operating loss for several years.

8) Prepaid Rental Fee Intangible assets as at 31 December 2014 were 76million Baht estimated for proportion of

1.3% of total amount of assets. The Company has amortized prepaid rental fee according to contract.

9) Other NonCurrent Assets Other noncurrent assets as at 31 December 2014 were 110million Baht estimated for the

proportion of 2% of total amount of assets consisting of security for product purchase value, other deposits, deposits on assignment of right of claim, seized money by Legal Execution Department, advance payment.

Liabilities Unit: Million Proportion to Total Liabilities and

Shareholders’ Equity (%)

Liabilities and Shareholders’ Equity Current Liabilities Account Payables and Other Payables

1,760 30%

Liabilities According to Due Financial Lease Contract 11 0% Due LongTerm Loan Portion 2 0% Accrued Value Added Tax 61 1% Estimate ShortTerm Liabilities 198 3% Other Current Liabilities 11 0%

Total Current Liabilities 2,043 35%

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Annual report

Unit: Million Proportion to Total Liabilities and Shareholders’ Equity (%)

NonCurrent Liabilities Payables Waiting for Money Allocation According to Rehabilitation Plan

206 4%

Liabilities According to Financial Lease Contract 13 0% LongTerm Loans from Financial Institution 5 0% Employee Benefit Obligation 25 0% Deposit Received 3,065 53%

Liability from Deferred Income Tax 27 0% Other NonCurrent Liabilities 9 0%

Total NonCurrent Liabilities 3,350 58% Total Liabilities 5,393 93%

Unit: Million Proportion to Total Liabilities

and Shareholders’ Equity (%)

Shareholders’ Equity Capital Stock Ordinary Shares for 2,760,565,700 Shares at paidup value of 1 Baht per Share

2,761 48%

Premium on Ordinary Shares 2,658 46% Capital Surplus from Gas Selling Price 532 9% Retained Earnings Appropriated Legal Reserve 34 1% Accumulated Loss (5,603) 97% Total Holding Company’s 381 7%

Equity NonDomination Interest 0 0% Total Shareholders’ Equity 381 7% Liabilities and Shareholders’ 5,774 100%

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Annual report

The liabilities of the Company and its subsidiaries as at 31 December 2014 was 5,393million Baht, dividing into current liabilities for 2,043 million Baht estimated for the proportion of 35% of total liabilities and shareholders’ equities, and noncurrent liabilities for 3,349million Bahtestimated for the proportion of 58% of total liabilities and shareholders’ equity. Below have been the details.

1) Account Payables and Other Payables As at 31 December 2014, the Company had account payables and other payables for 1,760million Baht estimated for the proportion of 30% of total liabilities and shareholders’ liabilities consisting of below.

Unit: Million % Account Payables Outsiders 730 41.48%

Other Payables 957 54.38%

Accrued Expenses 59 3.35%

Prepaid Receivables 14 0.80%

Total 1,760 100.00% Most of Account Payables have been the payables derived from purchase of liquefied gas

products

2) Deposit Received As at 31 December 2014, the Company had deposit received for 3,065million Baht, estimated

for the proportion of 53% of total liabilities and shareholders’ equity. Deposit received is recorded as the Company’s liability when its customer pays deposit together with gas tank receipt. Such liability is recorded to be lessened when its customer brings Tank Deposit Receipt together with gas tank for return to the Company. The tank deposit will tend to be higher according to quantity of tanks received by the customers together with deposit payment.

3) Estimate of ShortTerm Liabilities

As at31 December 2014, the Company recorded estimate of shortterm liabilities for 198million Baht estimated for the proportion of 3% of total liabilities and shareholders’ equity as the consequence from Department of Revenue. In addition, output tax was assessed to be increased

(Unit : Million Baht)

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Annual report

including approximation of fine and surcharge from renting out of LPG Storage Warehouse at Bang Chakreng as deemed by Department of Revenue that it has been also renting out equipment apart from renting out warehouse only. Department of Revenue has assessed additional output tax including fine and surcharge until 15February 2012 for 90million Baht. The Company increased the estimate of such liabilities until 31 December 2014 for total amount of 106.83million Baht. In addition, the Company set the estimate of liabilities from input tax refund for 82.56million Baht. Such input tax derived from purchase for LPG storage warehouse construction at Bang Chakreng. However, the Company has rented such properties out to World Gas (Thailand) Company Limited for 3 years period. The lease contract has been considered as nonvalue added tax payment transaction. Therefore, such input tax cannot be refunded.

4) Payables Waiting for Money Allocation According to Rehabilitation Plan

As at 31 December 2014, the Company had payables waiting for money allocation according to rehabilitation plan for 206 million Baht estimated for the proportion of 4% of total liabilities and shareholders’ equity. Reserve account for debt payback has been bank deposit account for debt payback to the creditor waiting for money allocation according to rehabilitation plan for 206 million Baht. The Company has not yet paid on payment term for debt payback since some creditors have not yet received the final order to be settled for debts.

Shareholders’ Equity

As at31 December 2014, the Company had total shareholders’ equity for 381million Baht.

The Company had issued and paidup ordinary shares for 2,760,565,700 shares, premium on ordinary shares for 2,658 million Baht, capital surplus from selling price of gas for 532 million Baht, legal reserve for 34 million Baht, and accumulated loss for 5,603 million Baht.

Surplus capital from LPG price derived from adjustment of Financial Statements 2004 and 2005 additional from what was specified in SEC’s directive. The Company transferred selling price margin sold togas filling plant groupwith close relationship and without under the same condition as sold to general customers for 532million Baht out of Statement of Income for record as surplus capital from LPG selling price and presentation under“Statement of Change on Shareholders’ Equity.” It has

been regarded that such margins have been allowance that the Company gained from shareholders through that filling plant group.

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Annual report

Summary of Important Financial Ratio

Table4: Important Financial Ratio of the Company

Meaning and Formula of Financial Ratio Calculation Current Ratio (Time) =Current Assets / Current Liabilities Quick Ratio (Time) = (Cash and Bank Deposit+ Marketable Securities + Account Receivables) / Current Liabilities Gross Profit Margin (%) = Gross Profit / Net Sales Operating Profit Margin (%) = Operating Profit / Net Sales Other Profit Margins (%) = NonOperating Profit / Total Revenues Net Profit Margin (%) = Net Profit / Total Revenues Debt to Equity Ratio (Time) = Total Debt / Equity

As at 31 December

2014

As at 31 December

2013

Current Ratio Quick Ratio Gross Profit Margin Operating Profit Margin Other Profit Margins Net Profit Margin Debt to Equity Ratio

135

136

Environmental and

Social Responsibility

Environmental and Social Responsibility

137


The Company has the intention on the growth of business operation based on good governance through sustainably environmental and social responsibility and care as well as emphasis on related parties particularly awareness on significance of coexisting society and mutual sharing intention. Moreover, safety standard issue in establishments and employees adhering for practice has been given the precedence through mutual audit, improvement and creation of safety standard with entrepreneurs from LPG tank, LPG transport vehicle, LPG carrier, LPG filling plant, LPG service station, and LPG storage warehouse. The Company has well realized that according to LPGrelated business operation, if it is irresponsible, it may affect all segments from employee, executive, business partner, community and society, particularly personal welfare, safety and environmental preservation. The Company then has regularly arranged training for education and accidental prevention from the official of the Department of Energy Business to the entrepreneurs as well as gas filling officers. In addition, LPGas Trader Association has also been promoted as the center of gas entrepreneurs in doing social activities.

With aforesaid consciousness on environmental and social responsibility, the Company has defined to organize several types of social activities which can be concluded as follows.


1) Community Responsibility and Educational Promotion The Company’s concept on if strong community is unavailable, the Company cannot

sustainably operate its business. Thus, the Company has regarded that the participation in community responsibility has been principle of conduct together with business operation. As education has been compared as the crucial foundation of Thai society, the Company therefore has aimed at building the opportunity for educational future creation to Thai youths through continuous arrangement of educational promotionrelated projects and activities as well as emphasis on relief aid for victims from natural disaster and other public hazards as follows.

Promote education and happiness rendering activity to children in the community. Support education in safety management area, etc. to people in the community. Help relieve victims of disasters and various public hazards.

The Company has supported its employees and business partners to participate in

environmental and natural protection through arrangement of “Environmental Conservation” Project depending upon the opportunities as follows.

CSR DAY Activity is the cultivation of social responsibility conscience to business partners and employees in natural conservation participation.

Arranged trainings for LPG filling officers for 5 times a year. Arranged trainings for the supervisors of gas distribution stores and LPG carriers for twice a

year. Arranged trainings for personnel who are specifically responsible for supervision on gas

consuming place for 5 times a year. Arranged initial firefighting trainings for twice a year. Arranged trainings for fireevacuation and firefighting drill for 10 times a year. Arranged the National’s Children Day Event to grant scholarship, hand out educational aid

and sporting goods, and jointly play Children Day activities, and simultaneously add knowledge about LPG gas and ISO standard system at workplace, SAO, provincial police station, and schools, etc.

Borvornwittayayon 3 School, Bang Pakong Market,Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Phromma Nukhro School, in front of Bang Pakong Promthep Rangsan Subdistrict Municipality,Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

138


Samakki Rat Bamrung School, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Wattthalai School, Bang Pakong Market, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

NonFormal Education School of Bang Pakong Municipality School, Bang Pakong Market, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Bang Pakong Subdistrict Police Station, Bang Pakong Subdistrict, Bang Pakong District,Chachoengsao Province(descendants of Bang Pakong policemen)

Nong Kradon SAO, Nong Kradon Subdistrict, Mueang Nakhon Sawan District, Nakhon Sawan Province

Tha Chang SAO, Tha Chang Subdistrict, Chaloem Phra Kiat District (Chakkarat), Nakhon Ratchasima Province

Ban Takut Khon Flood Victim Aid Project0 (69 households), Village No. 8, Tha Chang Subdistrict, Chaloem Phra Kiat District (Chakkarat), Nakhon Ratchasima Province, jointly with Tha Chang SAO, Tha Chang Subdistrict, Chaloem Phra Kiat District (Chakkarat), Nakhon Ratchasima Province,supported rice, dried foods, instant noodle, canned fish, crisp canned fish, preserved mustard green, fish sauce, UHT milk, drinking water, sanitary napkin, detergent, toothpaste, shampoo,medicine, toilet paper, snack, chocolate, etc.

Jointly arranged Annual Disaster Prevention and Mitigation Plan Drill Project at Bang Pakong Gas Warehouse,Bang Pakong Subdistrict, Bang Pakong District,Chachoengsao Province, where is the Company’s gas warehouse, with governmental agencies and local agencies as follows.

Bang Pakong Promthep Rangsan Municipality together with Promthep Rangsan Disaster Mitigation Unit, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Bang Pakong Municipality together with Bang Pakong Disaster Mitigation Unit, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Bang Pakong Subdistrict Police Station, Bang Pakong Subdistrict, Bang Pakong District,Chachoengsao Province

The project of education about LPG system and education about standard system preparation such as ISO 9001 Quality System, ISO 14001 Environmental System, OHSAS 18001 Safety and Occupational Health System, TIS (Thai Industry Standard) 18001 Safety and Occupational Health System is the organizing of promotion activities to villagers, communities, local agencies and governmental agencies for information acknowledgement

139


and acquisition of knowledge about LPG system and ISO standard system. PG Gas Instruction Manual, Standard System Manual, Safety Management, relevant laws, knowledge supporting documents, and leaflets in the matters of ISO 9001, ISOO 14001, OHSAS 18001 and TIS 18001 were distributed. In addition, the activities were jointly organized with the community leader and local work team to invite the villagers to attend in listening lecture on LPG Knowledge and ISO Standard System Knowledge at conference room of municipality and SAO as follows.

Tha Chang SAO, Tha Chang Subdistrict, Chaloem Phra Kiat District (Chakkarat), Nakhon Ratchasima Province

Ban Haet Subdistrict Municipality, Ban Haet Subdistrict, Ban Haet District, Khon Kaen Province

Bang Pakong Promthep Rangsan Subdistrict Municipality, Bang Pakong Subdistrict, Bang Pakong District, Chachoengsao Province

Nong Kradon SAO, Nong Kradon Subdistrict, Mueang Nakhon Sawan District, Nakhon Sawan Province

Jointly arranged National’s Children Day Event with the Office of Bang Chakreng Subdistrict Municipality.

Rendered the benevolence on supporting budget for Bang Chakreng Subdistrict Health Park Construction Project.

Jointly organized Songkran Festival Day and Elder Day Activity with Office of Bang Chakreng Subdistrict Municipality.

Jointly organized Labor Day Activity with Department of Labor. Organizedthe activity of lent candle and rainy bathing cloth offering, and harmonious

presenting robes to monks at Wat Satthatham, and indoor soccer sports games to Bang Chakreng community.

For that LPGtype product from product receipt process from manufacturer to filling process, it is close system without environmental impact. The governmental agency which performs the auditing duty has been Department of Energy Business and Ministry of Science. According to the Company’s gas storage warehouse, the environmental law has been strictly complied with. In construction, it has correctly requested for permission from Subdistrict Administrative Organization and Ministry of Industry and throughout the operating period, the Company has never had legal dispute in environmental issue.

140

141

FINANCIAL

STATEMENTS

142

Report of the Board of Directors’ Responsibility on Financial Report To Shareholders The Board of Directors of WP Energy Public Company Limited is responsible for Consolidated Financial Statements of the Company and its Subsidiaries as well as Financial Statements in Annual Report. Aforesaid Financial Statements have been prepared according to Generally Accepted Accounting Principles through selection of proper accounting policy, regular and continuous adherence for practice, as well as complete and accurate disclosure of information in Notes to Financial Statements. They have been passed for audit and expressed for unqualified opinion by independent Certified Public Accountant. The Board of Directors appointed the Audit Committee consisting of independent directors to govern the Financial Statement and assess internal control system to be effective and efficient whereas the opinion of the Audit Committee has already been presented in Annual Report. The Board of Directors had the opinion that the Company’s overall internal control system can build confidence that the Financial Statements of WP Energy Public Company Limited and its subsidiaries have already accurately declared financial position for the year ended as at 31 December 2014, overall operation for the period from 24 November 2014 ( the Company’s establishment registration date) to 31 December 2014, and consolidated cash flow for the year ended 31 December 2014 according to materiality. Mr. Chulchit Bunyaketu Mr. Kanoksakdi Bhinsaeng

Chairman of the Board Chief Executive Officer WP Energy Public Company Limited WP Energy Public Company Limited

Report of the Board of

Directors’ Responsibility on Financial Report

AUDITOR’S REPORT

143

AUDITOR’S REPORT

To the Shareholders and the Board of Directors of WP Energy Public Company Limited

I have audited the accompanying financial statements of WP Energy Public Company Limited andits subsidiaries and of WP Energy Public Company Limited, which comprise the consolidated andcompany statements of financial position as at 31 December 2014, and the related consolidated andcompany statements of comprehensive income, changes in shareholders’ equity and cash flows forthe period from 24 November 2014 (date of incorporation) to 31 December 2014, and a summaryof significant accounting policies and other notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Thai Financial Reporting Standards, and for such internal control as managementdetermines is necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit.I conducted my audit in accordance with Thai Standards on Auditing. Those standards require thatI comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity’s preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the financialstatements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis formy audit opinion.

144

Opinion

In my opinion, the consolidated and company financial statements referred to above present fairly, in allmaterial respects, the consolidated and company financial position of WP Energy Public CompanyLimited as at 31 December 2014, and the consolidated and company results of operations and cash flowsfor the period from 24 November 2014 to 31 December 2014 in accordance with Thai FinancialReporting Standards.

Emphasis of Matter

I draw attention to Note 39 to the financial statements which describes the uncertainty relating to theoutcome of the litigations.

Kajornkiet AroonpirodkulCertified Public Accountant (Thailand) No. 3445PricewaterhouseCoopers ABAS Ltd.

Bangkok30 March 2015

145

WP Energy Public Company LimitedStatements of Financial PositionAs at 31 December 2014

Consolidated Company2014 2014

Notes Baht BahtAssets

Current assets

Cash and cash equivalents 7 838,036,942 788,537,543

Trade and other receivables 8 1,030,995,737 988,186,864

Account receivable from agreement ofdebt restructuring 9 - -

Construction contracts work in progress 11 - -

Short-term loans to related parties 36.4 - 100,000,000

Inventories 12 113,617,712 113,617,712Other current assets 5,765,096 5,258,939

Total current assets 1,988,415,487 1,995,601,058

Non-current assets

Restricted cash 38.2 768,045,253 758,045,253

Reserve account for debt payment 13 206,281,351 206,281,351

Investments in subsidiaries 14 - 260,149,105

Other long-term investments 15 48,288,500 48,209,000

Investment properties 16 66,287,469 66,287,469

Property, plant and equipment 17 2,471,508,600 2,176,813,961

Goodwill 18 24,304,592 -

Intangible assets 19 13,154,738 11,955,766

Prepaid rent 20 76,654,502 76,654,502

Deferred tax assets 21 1,362,251 -

Other non-current assets 22 109,641,751 107,903,392

Total non-current assets 3,785,529,007 3,712,299,799

Total assets 5,773,944,494 5,707,900,857

The accompanying notes are an integral part of these consolidated and company financial statements.

Director_______________________ Director __________________________

3

WP Energy Public Company LimitedStatements of Financial PositionAs at 31 December 2014


Notes Baht BahtAssets

Current assets

Cash and cash equivalents 7 838,036,942 788,537,543

Trade and other receivables 8 1,030,995,737 988,186,864

Account receivable from agreement ofdebt restructuring 9 - -

Construction contracts work in progress 11 - -

Short-term loans to related parties 36.4 - 100,000,000

Inventories 12 113,617,712 113,617,712Other current assets 5,765,096 5,258,939

Total current assets 1,988,415,487 1,995,601,058

Non-current assets

Restricted cash 38.2 768,045,253 758,045,253

Reserve account for debt payment 13 206,281,351 206,281,351

Investments in subsidiaries 14 - 260,149,105

Other long-term investments 15 48,288,500 48,209,000

Investment properties 16 66,287,469 66,287,469

Property, plant and equipment 17 2,471,508,600 2,176,813,961

Goodwill 18 24,304,592 -

Intangible assets 19 13,154,738 11,955,766

Prepaid rent 20 76,654,502 76,654,502

Deferred tax assets 21 1,362,251 -

Other non-current assets 22 109,641,751 107,903,392

Total non-current assets 3,785,529,007 3,712,299,799

Total assets 5,773,944,494 5,707,900,857


Director_______________________ Director __________________________

3

Statements of Financial Position

146

WP Energy Public Company LimitedStatements of Financial Position (Cont’d)As at 31 December 2014


Notes Baht BahtLiabilities and shareholders’ equity

Current liabilities

Trade and other payables 23 1,760,384,705 1,749,385,200

Current portion of finance lease liabilities 24 10,526,969 1,818,896Current portion of long-term borrowing 24 2,410,902 -

Value added tax payable 60,628,208 60,599,787

Short-term provisions 25 198,134,467 198,134,467

Other current liabilities 11,384,536 11,385,223

Total current liabilities 2,043,469,787 2,021,323,573

Non-current liabilities

Creditors under the debt restructuring 13 206,281,351 206,281,351

Finance lease liabilities 24 12,883,883 5,897,730

Long-term borrowings 24 5,462,977 -

Employee benefit obligations 26 24,514,239 20,759,696

Deposits received 27 3,064,542,525 3,064,542,525Deferred tax liabilities 21 26,857,711 -

Other non-current liabilities 8,793,777 -

Total non-current liabilities 3,349,336,463 3,297,481,302

Total liabilities 5,392,806,250 5,318,804,875


4

147

WP Energy Public Company LimitedStatements of Financial Position (Cont’d)As at 31 December 2014


Notes Baht Baht

Liabilities and shareholders’ equity (Cont’d)

Shareholders’ equity

Share capital 28Authorised share capital

2,760,565,700 ordinary shares, atpar value of Baht 1 each 2,760,565,700 2,760,565,700

Issued and paid-up share capital2,760,565,700 ordinary shares, paid-up

of Baht 1 each 2,760,565,700 2,760,565,700

Share premium 2,657,619,957 2,657,619,957

Premium on LPG selling price 30 532,000,000 532,000,000Retained earnings

Appropriated - legal reserve 29 33,910,000 33,910,000Deficits (5,602,981,765) (5,594,999,675)

Equity attributable to owners of the parent 381,113,892 389,095,982Non-controlling interests 24,352 -

Total shareholders’ equity 381,138,244 389,095,982

Total liabilities and shareholders’ equity 5,773,944,494 5,707,900,857


5

148

WP Energy Public Company LimitedStatements of Comprehensive IncomeFor the period from 24 November 2014 (date of incorporation) to 31 December 2014


Notes Baht Baht

RevenueRevenue from sales 2,333,816,469 2,333,816,469Revenue from services 10,085,292 -

Total revenue 2,343,901,761 2,333,816,469

CostCost of sales 32 (2,260,570,764) (2,260,570,764)Cost of providing services (8,249,822) -

Total costs (2,268,820,586) (2,260,570,764)

Gross profit 75,081,175 73,245,705Other income 31 13,893,850 11,811,207Selling expenses 32 (35,485,716) (36,512,517)Administrative expenses 32 (59,394,915) (57,036,129)Finance costs (397,456) (51,073)

Loss before income tax expense (6,303,062) (8,542,807)Income tax expense 33 (2,332,047) -

Net loss for the period (8,635,109) (8,542,807)

Other comprehensive income (expense):Actuarial loss on

defined employee benefit plans (2,252,434) (2,080,362)

Total comprehensive expense (10,887,543) (10,623,169)

Profit (loss) attributable to:Owners of the parent (8,635,166) (8,542,807)Non-controlling interests 57 -

(8,635,109) (8,542,807)


6

149

WP Energy Public Company LimitedStatements of Comprehensive Income (Cont’d)For the period from 24 November 2014 (date of incorporation) to 31 December 2014


Note Baht Baht

Total comprehensive income (expense)attributable to:Owners of the parent (10,887,600) (10,623,169)Non-controlling interests 57 -

(10,887,543) (10,623,169)

Loss per shareBasic loss per share 34 (0.0031) (0.0031)


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152

WP Energy Public Company LimitedStatements of Cash FlowsFor the period from 24 November 2014 (date of incorporation) to 31 December 2014


Notes Baht Baht

Cash flows from operating activitiesLoss before income tax expense (6,303,062) (8,542,807)Adjustments forDepreciation 17 28,708,304 20,949,680Amortisation 19 155,606 133,380Bad debt and doubtful debts 2,299,623 1,906,391Interest income (2,199,549) (2,243,627)Finance costs 397,456 51,073Provisions 80,408 80,408Employee benefit obligations (563,501) (1,031,229)

22,575,285 11,303,269

Changes in working capital- Trade and other receivables 23,587,242 46,191,507- Inventories (11,383,751) (11,383,751)- Other current assets (1,380,037) (1,777,504)- Restricted cash 109,589,747 109,589,747- Prepaid rents (1,914,784) (1,914,785)- Other non-current assets 57,842,150 53,303,670- Trade and other payables (252,242,960) (269,614,464)- Value added tax payable 20,450,838 20,442,376- Other current liabilities (6,226,953) (6,161,235)- Deposits received (11,053,435) (11,053,435)- Employee benefit obligations (854,318) (662,834)- Other non-current liabilities (60,000) (60,000)

Cash flows used in operating activities (51,070,976) (61,797,439)Less Interest paid (386,649) (40,266)Less Income tax paid (5,517,918) -

Net cash used in operating activities (56,975,543) (61,837,705)


10

153

WP Energy Public Company Limited

Statements of Cash Flows (Cont'd)For the period from 24 November 2014 (date of incorporation) to 31 December 2014


Note Baht Baht

Cash flow from investing activitiesInterest received 987,277 588,156Purchase of plant and equipment (60,260,605) (59,429,454)

Net cash flows used in investing activities (59,273,328) (58,841,298)

Cash flow from financing activitiesRepayments to finance lease liabilities (3,549,859) (178,985)Repayment to borrowing fromfinancial institution 24 (193,861) -

Net cash flows used in financing activities (3,743,720) (178,985)

Net decrease in cash and cash equivalents (119,992,591) (120,857,988)Cash and cash equivalents at the beginningof the period 958,029,533 909,395,531

Cash and cash equivalentsat the end of the period 838,036,942 788,537,543

Significant non-cash transactions

Payable arising from purchases of equipment 7,023,983 7,023,983

The accompanying notes are an integral part of these consolidated and company financial statements.11

154

WP Energy Public Company LimitedNotes to the Financial statementsFor the period from 24 November 2014 (date of incorporation) to 31 December 2014

12

1 General information

WP Energy Public Company Limited (the “Company”) is a public limited company incorporated andresident in Thailand. The address of the Company’s registered office is as follows:

1 East Water Buildings 15th Floor Viphavadee 5, Viphavadee Road, Chom Phon sub district, Chatuchakdistrict, Bangkok.

The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and itssubsidiaries are referred to as “the Group”.

The principal activities of the Group are trading of Liquefied Petroleum Gas (LPG), and transportation of oil,gas, and chemical substances.

WP Energy Public Company Limited was registered as the amalgamated company between PicnicCorporation Public Company Limited (“PICNIC”) and World Gas (Thailand) Co., Ltd. (“WG”) under thePublic Limited Companies ACT, B.E. 2535. As the amalgamated company, the Company will carry allthe property, obligations, rights, duties and the businesses and liabilities, including litigations andcommitments of PICNIC and WG. The amalgamation resulted in the dissolution of PICNIC and WGsince 23 November 2014. When referred to as the “Company” in the financial statements, it includesPICNIC and WG.

These Group consolidated financial statements were authorised for issue by the Board of Directors on30 March 2015.

2 Accounting policies

The principal accounting policies adopted in the preparation of these consolidated and company financialstatements are set out below:

2.1 Basis for preparation

The opening balances of assets, liabilities and shareholders’ equity accounts are the results ofcombination of PICNIC and WG’s balances of accounts as on 23 November 2014.

The consolidated and company financial statements have been prepared in accordance with Thaigenerally accepted accounting principles under the Accounting Act B.E. 2543, being those ThaiFinancial Reporting Standards issued under the Accounting Profession Act B.E.2547, and thefinancial reporting requirements of the Securities and Exchange Commission under the Securitiesand Exchange Act.

The consolidated and company financial statements have been prepared under the historical costconvention.

The preparation of financial statements in conformity with Thai generally accepted accountingprinciples requires the use of certain critical accounting estimates. It also requires management toexercise its judgement in the process of applying the Group’s accounting policies. The areasinvolving a higher degree of judgement or complexity, or areas where assumptions and estimates aresignificant to the consolidated financial statements are disclosed in Note 4.

An English version of the consolidated and company financial statements have been prepared fromthe statutory financial statements that are in the Thai language. In the event of a conflict or adifference in interpretation between the two languages, the Thai language statutory financialstatements shall prevail.

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13

2 Accounting policies (Cont’d)

2.2 New financial reporting standards and revised financial reporting standards

1) Revised accounting standards which are effective on 1 January 2014 and are relevant to the Group:

TAS 1 (revised 2012) Presentation of Financial StatementsTAS 7 (revised 2012) Statement of Cash FlowsTAS 12 (revised 2012) Income TaxesTAS 17 (revised 2012) LeasesTAS 18 (revised 2012) RevenueTAS 19 (revised 2012) Employee BenefitsTAS 21 (revised 2012) The Effects of Changes in Foreign Exchange RatesTAS 24 (revised 2012) Related Party DisclosuresTAS 28 (revised 2012) Investments in AssociatesTAS 31 (revised 2012) Interest in Joint VenturesTAS 34 (revised 2012) Interim Financial ReportingTAS 36 (revised 2012)TAS 38 (revised 2012)

Impairment of assetsIntangible Assets

TFRS 2 (revised 2012) Share-based PaymentTFRS 3 (revised 2012) Business CombinationsTFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued OperationsTFRS 8 (revised 2012) Operating SegmentsTFRIC 1 Changes in existing decommissioning, restoration and similar

liabilitiesTFRIC 4 Determining whether an arrangement contains a leaseTFRIC 5 Rights to interests arising from decommissioning, restoration

and environmental rehabilitation fundsTFRIC 7 Applying the restatement approach under TAS 29 financial

reporting in hyperinflationary economiesTFRIC 10 Interim financial reporting and impairmentTFRIC 12 Service concession arrangementsTFRIC 13 Customer loyalty programmesTFRIC 17 Distributions of non-cash assets to ownersTFRIC 18 Transfers of assets from customersTSIC 15 Operating leases - incentivesTSIC 27 Evaluating the substance of transactions in the legal

form of a leaseTSIC 29 Service concession arrangements: DisclosureTSIC 32 Intangible assets - Web site costs

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2.2 New financial reporting standards and revised financial reporting standards (Cont’d)

1) Revised accounting standards which are effective on 1 January 2014 and are relevant to the Group(Cont’d)

TAS 1 (revised 2012) clarifies that conversion features that are at the holder’s discretion do notimpact the classification of the liability component of the convertible instrument. TAS 1 also explainsthat, for each component of equity, an entity may present the breakdown of other comprehensiveincome either in the statement of changes in equity or in the notes to the financial statements. Thisstandard has no impact to the Group.

TAS 7 (revised 2012) clarifies that only expenditures that result in a recognised asset in the statementof financial position are eligible for classification as investing activities. This standard has no impactto the Group.

TAS 12 (revised 2012) amends an exception to the existing principle for the measurement of deferredtax assets or liabilities on investment property measured at fair value. TAS 12 currently requires anentity to measure the deferred tax relating to an asset depending on whether the entity expects torecover the carrying amount of the asset through use or sale. This amendment therefore adds therebuttable presumption that the carrying amount of an investment property measured at fair value isentirely recovered through sale. As the result of the amendment, TSIC 21 - Income Tax - recovery ofrevalue non-depreciable assets is incorporated into TAS 12 (revised 2012). This standard has noimpact to the Group.

TAS 17 (revised 2012) deletes the guidance for a lease of land with an indefinite useful life to beclassified as an operating lease. The standard has been amended to clarify that when a lease includesboth land and buildings, classification as a finance or operating lease is performed separately inaccordance with TAS 17’s general principles. The management is currently assessing the impact ofapplying this standard.

TAS 18 (revised 2012) removes the appendix to TAS 18. This standard has no impact to the Group.

TAS 19 (revised 2012) deletes the transition provisions of the current TAS 19. This standard has noimpact to the Group.

TAS 21 (revised 2012) clarifies the method of recording cumulative amount of the exchangedifferent relating to disposal or partial disposal of a foreign operation. This matter should be adjustedprospectively effective for the period begins on or after 1 January 2014. This standard has no impactto the Group.

TAS 24 (revised 2012) removes the requirement for government-related entities to disclose details ofall transactions with the government and other government-related entities. It also clarifies andsimplifies the definition of government-related entities. This standard has no impact to the Group.

TAS 28 (revised 2012) clarifies that when an entity moves from an equity accounting to costaccounting in the separate financial statements, the standard requires this to be adjustedretrospectively. An entity losses significant influence, the remaining interest of investment should bevalued at fair value. This matter should be adjusted prospectively effectively for the period begins onor after 1 Jan 2014. This standard has no impact to the Group.

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TAS 31 (revised 2012) clarifies that when an entity moves from an equity accounting to costaccounting in the separate financial statements, the standard requires this to be adjustedretrospectively. An entity loss of joint control in its interest in joint control, the remaining interest ofinvestment should be valued at fair value. This matter should be adjusted prospectively effectivelyfor the period begins on or after 1 Jan 2014. This standard has no impact to the Group

TAS 34 (revised 2012) emphasises the existing disclosure principles for significant event andtransactions. Additional requirements cover disclosure of changes in fair value measurements(if significant), and the need to update relevant information from the most recent annual report. Themanagement is currently assessing the impact of applying this standard.

TAS 36 (revised 2012) clarifies that goodwill being allocated to cash-generating units shall not belarger than an operating segment before aggregation as defined under TFRS 8 - Operating Segments.This standard has no impact to the Group.

TAS 38 (revised 2012) clarifies that an intangible asset acquired in a business combination might beseparable, but only together with a related contract, identifiable asset or liability. In such cases,intangible asset is recognised separately from goodwill, but together with related item. Intangibleassets are recognised as a single asset provided the individual assets have similar useful lives. Thisstandard has no impact to the Group.

TFRS 2 (revised 2012) expands the scope to cover classification and accounting of both cash-settledand equity-settled share-based payment transactions in group situation. This standard has no impactto the Group.

TFRS 3 (revised 2012) amends the measurement required for non-controlling interests. The choice ofmeasuring non-controlling interests at fair value or at the proportionate share of the acquiree’s netassets applies only to instruments that represent present ownership interests and entitle their holdersto a proportionate share of net assets in the event of liquidation. All other component of non-controlling interests is measured at fair value unless another measurement basis is required by TFRS.The application guidance in TFRS 3 (revised 2012) also applies to all share-based paymenttransactions that are part of a business combination, including unreplaced and voluntarily replacedshare-based payment awards. This standard has no impact to the Group.

TFRS 5 (revised 2012) specifies the disclosures required for assets held for sale and discontinuedoperations. Disclosures in other standards do not apply, unless those TFRS requires. This standardhas no impact to the Group.

TFRS 8 (revised 2012) clarifies that an entity is required to disclose a measure of segment assets onlyif the measure is regularly reported to the chief operating decision-maker. The management iscurrently assessing the impact of applying this standard.

TFRIC 1 provides guidance on accounting for changes in the measurement of an existingdecommissioning, restoration and similar liability that results from changes in estimated timing oramount of the outflow of resources embodying economic benefits required to settle the obligation, ora change in the discount rate. This interpretation has no impact to the Group.

TFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based onthe substance of the arrangement. It requires an assessment of whether: (a) fulfilment of thearrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangementconveys a right to use the asset. The management is currently assessing the impact of TFRIC 4. Thisinterpretation has no impact to the Group.

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TFRIC 5 provide guidance on accounting in the financial statements of a contributor for interestsarising from decommissioning funds that the assets are administered separately and a contributor’sright to access the assets is restricted. TFRIC 5 is not relevant to the Group.

TFRIC 7 provides guidance on how to apply the requirements of TAS 29, Financial Reporting inHyperinflationary Economics, in a reporting period in which an entity identifies the existence ofhyperinflation in the economy of its functional currency, when the economy was nothyperinflationary in the prior period. TFRIC 7 is not relevant to the Group.

TFRIC 10 prohibits reversal of an impairment losses recognised in a previous interim period inrespect of goodwill. This interpretation has no impact to the Group.

TFRIC 12 applies to public-to-private service concession arrangements whereby a private sectoroperator participates in the development, financing, operation and maintenance of infrastructure forpublic sector services. TFRIC12 is not relevant to the Group.

TFRIC 13 clarifies that where goods or services are sold together with a customer loyalty incentive(for example, loyalty points or free products), the arrangement is a multiple-element arrangement,and the consideration received or receivable from the customer is allocated between the componentsof the arrangement using fair values. This interpretation has no impact to Group.

TFRIC17 provides guidance on accounting for the distributions of non-cash assets to owners actingin their capacity as owners. The interpretation addresses the issues on the dividend payablerecognition and measurement and the accounting for any difference between the carrying amount ofthe assets distributed and the carrying amount of the dividend payable when an entity settles thedividend payable. This interpretation has no impact to Group.

TFRIC18 sets out the accounting for transfers of items of property, plant and equity by entities thatreceive such transfers from their customers. Agreements within the scope of this interpretation areagreements in which an entity receives from a customer an item of property, plant and equipment thatthe entity must then use either to connect to a network or to provide the customer with ongoingaccess to supply of goods or services. The interpretation addresses the issues on the initial recognitionand the accounting treatment of the transferred assets. This interpretation has no impact to the Group.

TSIC 15 sets out the accounting for the recognition of incentive that a lessor provides to a lessee inan operating lease. This interpretation has no impact to the Group.

TSIC 27 provides guidance on evaluating the substance of transactions in the legal form of a leasebetween the entity and the investor whether a series of transactions is linked and should be accountedfor as one transaction and whether the arrangement meets the definition of a lease under TAS17“Leases”. This guidance explains examples that individually demonstrate that an arrangement maynot, in substance, involve a lease under TAS 17. The accounting shall reflect the substance of thearrangement. This interpretation has no impact to the Group.

TSIC 29 contains disclosure requirements in respect of public-to-private service arrangements. Thisinterpretation has no impact to the Group.

TSIC 32 provides guidance on the internal expenditure on the development and operation of theentity web site for internal or external access. The entity shall comply with the requirementsdescribed in TAS38 “Intangible Assets”. This interpretation has no impact to the Group.

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2) New financial reporting standards and revised accounting standards, revised financial reportingstandards are effective on 1 January 2015.These standards are relevant to the group and are not earlyadopted

a) Financial reporting standards, which are expected to have a significant impact to the Group:

TAS 1 (revised 2014) Presentation of financial statementsTAS 16 (revised 2014) Property, Plant and EquipmentTAS 19 (revised 2014) Employee benefitsTAS 27 (revised 2014) Separate financial statementsTAS 28 (revised 2014) Investments in associates and joint venturesTAS 34 (revised 2014) Interim financial reportingTFRS 10 Consolidated financial statementsTFRS 11 Joint arrangementsTFRS 12 Disclosure of interest in other entitiesTFRS 13 Fair Value MeasurementTFRIC 14 (revised 2014) TAS 19 - The limit on a defined benefit asset, minimum

funding requirements and their interactionTFRIC 20 (revised 2014) Stripping Costs in the Production Phase of a Surface Mine

TAS 1 (revised 2014), the main change is that a requirement for entities to group items presentedin ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiableto profit or loss subsequently (reclassification adjustments). The amendments do not addresswhich items are presented in OCI.

TAS 16 (revised 2014) indicates that spare part, stand-by equipment and servicing equipment arerecognised as PPE when they meet the definition of PPE. Otherwise, such items are classified asinventory. The group is yet to assess the full impact of the amendments.

TAS 19 (revised 2014), the key changes are (a) actuarial gains and losses are renamed‘remeasurements’ and will be recognised immediately in ‘other comprehensive income’ (OCI).Actuarial gains and losses will no longer be deferred using the corridor approach or recognisedin profit or loss; and (b) past-service costs will be recognised in the period of a plan amendment;unvested benefits will no longer be spread over a future-service period. The group is yet toassess the full impact of the amendments.

TAS 27 (revised 2014) provide the requirements relating to separate financial statements.

TAS 28 (revised 2014) provide the requirements for investment in associates and joint venturesaccounted by equity method.

TAS 34 (revised 2014), the key change is the disclosure requirements for operating segment. Anentity shall disclose information of a measure of total assets and liabilities for a particularreportable segment if such amounts are regularly provided to the chief operating decision makerand if there has been a material change from the amount disclosed in the last annual financialstatements for that reportable segment.

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2) New financial reporting standards and revised accounting standards, revised financial reportingstandards are effective on 1 January 2015.These standards are relevant to the group and are not earlyadopted (Cont’d)

a) Financial reporting standards, which are expected to have a significant impact to the Group:(Cont’d)

TFRS 10 has a single definition of control and supersedes the principles of control andconsolidation included within the original TAS 27, ‘Consolidated and separate financialstatements’. The standard sets out the requirements for when an entity should prepareconsolidated financial statements, defines the principles of control, explains how to apply theprinciples of control and explains the accounting requirements for preparing consolidatedfinancial statements. The key principle in the new standard is that control exists, andconsolidation is required, only if the investor possesses power over the investee, has exposure tovariable returns from its involvement with the investee and has the ability to use its power overthe investee to affect its returns. This standard has no impact to the group.

TFRS 11 defined that a joint arrangement is a contractual arrangement where at least two partiesagree to share control over the activities of the arrangement. Unanimous consent towarddecisions about relevant activities between the parties sharing control is a requirement in order tomeet the definition of joint control. Joint arrangements can be joint operations or joint ventures.The classification is principle based and depends on the parties’ exposure in relation to thearrangement. When the parties’ exposure to the arrangement only extends to the net assets of thearrangement, the arrangement is a joint venture. Joint operations have rights to assets andobligations for liabilities. Joint operations account for their rights to assets and obligations forliabilities. Joint ventures account for their interest by using the equity method of accounting.This standard has no impact to the group.

TFRS 12 require entities to disclose information that helps readers of financial statements toevaluate the nature of risks and financial effects associated with the entity’s interests insubsidiaries, associates, joint arrangements and unconsolidated structured entities. This standardhas no impact to the group.

TFRS 13 aims to improve consistency and reduce complexity by providing a precise definitionof fair value and a single source of fair value measurement and disclosure requirements for useacross TFRSs. This standard has no impact to the group

TFRIC 14 (Revised 2014), this interpretation applies to all post-employment defined benefitsand other long-term employee benefits. For the purpose of this interpretation, minimum fundingrequirements are any requirements to fund a post-employment or other long-term benefit plan.This interpretation explains how the pension asset or liability may be affected by a statutory orcontractual minimum funding requirement. This standard has no impact to the group.

TFRIC 20 (Revised 2014), this interpretation sets out the accounting for overburden wasteremoval (stripping) costs in the production phase of a surface mine. This standard has no impactto the group

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2) New financial reporting standards and revised accounting standards, revised financial reportingstandards are effective on 1 January 2015.These standards are relevant to the group and are not earlyadopted (Cont’d)

b) Financial reporting standards with minor changes and do not have impact to the group are asfollows:

TAS 2 (revised 2014) InventoriesTAS 7 (revised 2014) Statement of Cash FlowsTAS 8 (revised 2014) Accounting policies, changes in accounting estimates and errorsTAS 10 (revised 2014) Events after the reporting periodTAS 11 (revised 2014) Construction contractTAS 12 (revised 2014) Income TaxesTAS 17 (revised 2014) LeasesTAS 18 (revised 2014) RevenueTAS 20 (revised 2014) Accounting for Government Grants and Disclosure of Government

AssistanceTAS 21 (revised 2014) The Effects of Changes in Foreign Exchange RatesTAS 23 (revised 2014) Borrowing costsTAS 24 (revised 2014) Related Party DisclosuresTAS 26 (revised 2014) Accounting and reporting by retirement benefit plansTAS 29 (revised 2014) Financial reporting in hyperinflationary economiesTAS 33 (revised 2014) Earnings per ShareTAS 36 (revised 2014) Impairment of AssetsTAS 37 (revised 2014) Provisions, contingent liabilities and contingent assetsTAS 38 (revised 2014) Intangible AssetsTAS 40 (revised 2014) Investment PropertyTFRS 2 (revised 2014) Share-based PaymentTFRS 3 (revised 2014) Business CombinationsTFRS 5 (revised 2014) Non-current Assets Held for Sale and Discontinued OperationsTFRS 6 (revised 2014) Exploration for and Evaluation of Mineral ResourcesTFRS 8 (revised 2014) Operating segmentsTSIC 10 (revised 2014) Government assistance - No specific relation to operating activitiesTSIC 15 (revised 2014) Operating leases - IncentivesTSIC 25 (revised 2014) Income taxes - changes in the tax status of an entity or its

shareholdersTSIC 27 (revised 2014) Evaluating the substance of transactions involving the legal form

of a leaseTSIC 29 (revised 2014) Service concession arrangements: DisclosuresTSIC 31 (revised 2014) Revenue - barter transactions involving advertising servicesTSIC 32 (revised 2014) Intangible assets - Web site costsTFRIC 1 (revised 2014) Changes in Existing Decommissioning, Restoration and Similar

LiabilitiesTFRIC 4 (revised 2014) Determining whether an Arrangement contains a LeaseTFRIC 5 (revised 2014) Rights to Interests arising from Decommissioning, Restoration and

Environmental Rehabilitation FundsTFRIC 7 (revised 2014) Applying the Restatement Approach under TAS29 Financial

Reporting in Hyperinflationary EconomicsTFRIC 10 (revised 2014) Interim Financial Reporting and ImpairmentTFRIC 12 (revised 2014) Service Concession ArrangementsTFRIC 13 (revised 2014) Customer Loyalty ProgrammesTFRIC 15 (revised 2014) Agreements for the construction of real estateTFRIC 17 (revised 2014) Distributions of Non-cash Assets to OwnersTFRIC 18 (revised 2014) Transfers of assets from customers

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3) New accounting standard which is effective for the periods beginning on or after 1 January 2016

TFRS 4 Insurance Contracts

TFRS 4 applies to all insurance contracts (including reinsurance contracts) that an entity issues and toreinsurance contracts that it holds. TFRS 4 is not relevant to the Group’s operations.

2.3 Group Accounting - Investments in subsidiaries

(1) Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group hasthe power to govern the financial and operating policies generally accompanying ashareholding of more than one-half of the voting rights. The existence and effect ofpotential voting rights that are currently exercisable or convertible are considered whenassessing whether the Group controls another entity. Subsidiaries are fully consolidatedfrom the date on which control is transferred to the Group. They are de-consolidated fromthe date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations.The consideration transferred for the acquisition of a subsidiary is the fair value of the assetstransferred, the liabilities incurred and the equity interests issued by the Group. Theconsideration transferred includes the fair value of any asset or liability resulting from acontingent consideration arrangement. Acquisition-related costs are expensed as incurred.Identifiable assets acquired and liabilities and contingent liabilities assumed in a businesscombination are measured initially at their fair values at the acquisition date. On anacquisition-by-acquisition basis, the Group recognises any non-controlling interest in theacquiree either at fair value or at the non-controlling interest’s proportionate share of theacquiree’s net assets.

The excess of the consideration transferred, the amount of any non-controlling interest inthe acquiree and the acquisition-date fair value of any previous equity interest in theacquiree over the fair value of the Group’s share of the identifiable net assets acquired isrecorded as goodwill. If this is less than the fair value of the net assets of the subsidiaryacquired in the case of a bargain purchase, the difference is recognised directly in profit orloss.

Intercompany transactions, balances and unrealised gains or loss on transactions betweenGroup companies are eliminated. Unrealised losses are also eliminated. Accounting policiesof subsidiaries have been changed where necessary to ensure consistency with the policiesadopted by the Group.

Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted toreflect changes in consideration arising from contingent consideration amendments. Costalso includes direct attributable costs of investment.

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2.3 Group Accounting - Investments in subsidiaries (Cont’d)

(2) Transactions and non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equityowners of the Group. For purchases from non-controlling interests, the difference betweenany consideration paid and the relevant share acquired of the carrying value of net assets ofthe subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interestsare also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in theentity is re-measured to its fair value, with the change in carrying amount recognised inprofit or loss. The fair value is the initial carrying amount for the purposes of subsequentlyaccounting for the retained interest as an associate, joint venture or financial asset. Inaddition, any amounts previously recognised in other comprehensive income in respect ofthat entity are accounted for as if the Group had directly disposed of the related assets orliabilities.

If the ownership interest in an associate is reduced but significant influence is retained, onlya proportionate share of the amounts previously recognised in other comprehensive incomeis reclassified to profit or loss where appropriate.

(3) Business combination under common control

Business combination under common control is accounted for under the predecessor valuesmethod. Acquired cost of the acquiree is measured at the book value. The differencebetween the consideration paid and the acquired net book value of assets and liabilities ofthe acquiree at the acquisition date is recorded as reserve arising from for businesscombination under common control in equity. There is no goodwill arising from theacquisition.

2.4 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured usingthe currency of the primary economic environment in which the entity operates (“thefunctional currency”). The consolidated financial statements are presented in Baht, which isthe company’s functional and the group’s presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchangerates prevailing at the dates of the transactions or valuation where items are re-measured.Foreign exchange gains and losses resulting from the settlement of such transactions and fromthe translation at year-end exchange rates of monetary assets and liabilities denominated inforeign currencies are recognised in the profit or loss.

When a gain or loss on a non-monetary item is recognised in other comprehensive income,any exchange component of that gain or loss is recognised in other comprehensive income.Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, anyexchange component of that gain or loss is recognised in profit and loss.

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2.5 Cash and cash equivalents

In the consolidated and Company statement of cash flows, cash and cash equivalents includes cashin hand, deposits held at call with banks, other short-term highly liquid investments with originalmaturities of three months or less and bank overdrafts.

2.6 Trade accounts receivable

Trade accounts receivable are carried at original invoice amount and subsequently measured at theremaining amount less allowance for doubtful receivables based on a review of all outstandingamounts at the year end. The amount of the allowance is the difference between the carryingamount of the receivable and the amount expected to be collectible. Bad debts are written offduring the year in which they are identified and recognised in the statement of income withinadministrative expenses.

2.7 Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is determined by theweighted average method. The cost of purchase comprises both the purchase price and costs directlyattributable to the acquisition of the inventory, such as import duties and transportation charges, lessall attributable discounts, allowances or rebates. Net realisable value is the estimate of the sellingprice in the ordinary course of business, less applicable variable selling expenses. Allowance is made,where necessary, for obsolete, slow-moving and defective inventories.

2.8 Investments

Investments other than investments in subsidiaries, associates and interests in joint ventures areclassified into the following four categories: (1) trading investments; (2) held-to-maturity investments;(3) available-for-sale investments; and (4) general investments. The classification is dependent onthe purpose for which the investments were acquired. Management determines the appropriateclassification of its investments at the time of the purchase and re-evaluates such designation on aregular basis.

(1) Investments that are acquired principally for the purpose of generating a profit from short-termfluctuations in price are classified as trading investments and included in current assets.

(2) Investments with fixed maturity that the management has the intent and ability to hold to maturityare classified as held-to-maturity and are included in non-current assets, except for maturitieswithin 12 months from the statement of financial position date which are classified as currentassets.

(3) Investments intended to be held for an indefinite period of time, which may be sold in response toliquidity needs or changes in interest rates, are classified as available-for-sale; and are included innon-current assets unless management has expressed the intention of holding the investment forless than 12 months from the statement of financial position date or unless they will need to be soldto raise operating capital, in which case they are included in current assets.

(4) Investments in non-marketable equity securities are classified as general investments.

All categories of investment are initially recognised at cost, which is equal to the fair value ofconsideration paid plus transaction cost.

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2.8 Investments (Cont’d)

Trading investments and available for sale investments are subsequently measured at fair value. The fairvalue of investments is based on quoted bid price at the close of business on the statement of financialposition date by reference to the Stock Exchange of Thailand. The unrealised gains and losses of tradinginvestments are recognised in income statement. The unrealised gains and losses of available for saleinvestments are recognised in equity.

Held-to-maturity investments are carried at amortised cost using the effective yield method lessimpairment loss.

General investments are carried at cost less impairment loss.

A test for impairment is carried out when there is a factor indicating that an investment might beimpaired. If the carrying value of the investment is higher than its recoverable amount, impairment lossis charged to the income statement.

On disposal of an investment, the difference between the net disposal proceeds and the carrying amountis charged or credited to the profit or loss. When disposing of part of the Company's holding of aparticular investment in debt or equity securities, the carrying amount of the disposed part is determinedby the weighted average carrying amount of the total holding of the investment.

2.9 Investment Property

Property that is held for long-term rental yields or for capital appreciation or both, and that is notoccupied by the companies in the consolidated Group, is classified as investment property.Investment property also includes property that is being constructed or developed for future use asinvestment property.

Land held under operating leases is classified and accounted for by the Group as investmentproperty when the rest of the definition of investment property is met. The operating lease isaccounted for as if it were a finance lease.

Investment property is measured initially at its cost, including related transaction costs andborrowing costs. Borrowing costs are incurred for the purpose of acquiring, constructing orproducing a qualifying investment property are capitalised as part of its cost. Borrowing costs arecapitalised while acquisition or construction is actively underway and cease once the asset issubstantially complete, or suspended if the development of the asset is suspended.

After initial recognition, investment property is carried at cost less any accumulated depreciationand any accumulated impairment losses.

Land is not depreciated.

Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable thatfuture economic benefits associated with the expenditure will flow to the Group and the cost of theitem can be measured reliably. All other repairs and maintenance costs are expensed whenincurred. When part of an investment property is replaced, the carrying amount of the replacedpart is derecognised.

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2.10 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historicalcost includes expenditure that is directly attributable to the acquisition of the items.

Small-sized gas cylinders which are circulating and utilising by customers in their households orpremises are presented at cost less accumulated depreciation and provision for lost assets. TheCompany has arranged for the independent appraiser to assess the quantity of gas cylinderscirculating and being stored in consumers’ households or premises. A provision is provided forlost assets in accordance with the appraised quantities. The appraisal will be conducted annuallyand when the lost assets quantity is assertained, the lost cylinders will be written-off.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item willflow to the Group and the cost of the item can be measured reliably. The carrying amount of thereplaced part is derecognised. All other repairs and maintenance are charged to profit or lossduring the financial period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the straight line method toallocate their cost to their residual values over their estimated useful lives, as follows:

Buildings and infrastructures 10 - 30 YearsTerminals and gas storage tanks 10 - 15 YearsMachinery and equipment 10 - 20 YearsSmall-sized gas cylinders 20 YearsFurniture, fixtures and office equipment 3, 5 YearsVehicles 5 Years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end ofeach reporting period.

The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’scarrying amount is greater than its estimated recoverable amount

Gains or losses on disposals are determined by comparing the proceeds with the carrying amountand are recognised within “Other (losses)/gains - net” in profit or loss.

2.11 Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’sshare of the net identifiable assets of the acquired subsidiary undertaking at the date ofacquisition. Goodwill on acquisitions of subsidiaries is separately reported in the consolidatedstatement of financial position.

Goodwill is tested annually for impairment and carried at cost less accumulated impairmentlosses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of anentity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Theallocation is made to those cash-generating units or groups of cash-generating units that areexpected to benefit from the business combination in which the goodwill arose, identifiedaccording to operating segment.

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2.12 Prepaid rent

Prepaid rent are initially recorded at cost and amortised on straight-line basis over the period ofrent around 12 - 30 years.

2.13 Intangible assets

2.13.1 Trademarks

Trademarks for Liquefied petroleum Gas (LPG) trading is carried at cost less accumulatedamortisation. Amortisation is calculated using the straight-line method to allocate the cost oftrademarks and licences over their estimated useful lives of 20 years.

2.13.2 Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred toacquire and bring to use the specific software. These costs are amortised over theirestimated useful lives of 5 years

2.14 Impairment of assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation andare tested annually for impairment. Assets that are subject to amortisation are reviewed forimpairment whenever events or changes in circumstances indicate that the carrying amount maynot be recoverable. An impairment loss is recognised for the amount by which the carryingamount of the assets exceeds its recoverable amount. The recoverable amount is the higher of anasset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,assets are grouped at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversalof the impairment at each reporting date.

2.15 Leases - where a Group company is the lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by thelessor are classified as operating leases. Payments made under operating leases (net of anyincentives received from the lessor) are charged to profit or loss on a straight-line basis over theperiod of the lease.

The Group leases certain property, plant and equipment. Leases of property, plant or equipmentwhere the Group has substantially all the risks and rewards of ownership are classified as financeleases. Finance leases are capitalised at the inception of the lease at the lower of the fair value ofthe leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges so as to achieve aconstant rate on the finance balance outstanding. The corresponding rental obligations, net offinance charges, are included in other long-term payables. The interest element of the finance costis charged to profit or loss over the lease period so as to achieve a constant periodic rate of intereston the remaining balance of the liability for each period. The property, plant or equipmentacquired under finance leases is depreciated over the shorter period of the useful life of the assetand the lease term.

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2.16 Leases - where a Group company is the lessor

When assets are leased out under a finance lease, the present value of the lease payments isrecognised as a receivable. The difference between the gross receivable and the present value ofthe receivable is recognised as unearned finance income. Lease income is recognised over the termof the lease using the net investment method, which reflects a constant periodic rate of return.Initial direct costs are included in initial measurement of the finance lease receivable and reducethe amount of income recognised over the lease term.

Assets leased out under operating leases are included in property, plant and equipment in thestatement of financial position. They are depreciated over their expected useful lives on a basisconsistent with other similar property, plant and equipment owned by the Group. Rental income(net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.

2.17 Troubled debt restructuring - Company is the debtor

When the Group transfers its assets or equities in settlement of its debts as part of the debtrestructuring, the excess of the carrying amount of the payable settled (including accrued interest,unamortised premium or discount, finance charges or issue costs) over the fair value of the assetsor equities transferred to the lender is recognised as a gain on restructuring.

Legal fees and other direct costs incurred in transferring equities are deducted from the amountrecorded for that equity. All other direct costs incurred to effect the debt restructuring are deductedto arrive at the gain on restructuring. If no gain on restructuring is recognised other direct costsincurred are included in expenses for the period.

Where the debt restructuring involves modification of terms of payables, the Group accounts forthe effects of the restructuring prospectively from the time of restructuring and does not change thecarrying amount of the payable at the time of the restructuring unless the carrying amount exceedsthe total undiscounted future cash payment specified by the new terms. If it does exceed the totalundiscounted future cash payment, the carrying amount of the payable is reduced to the amountequal to the total undiscounted future cash payments specified by the new terms and a gain onrestructuring is recognised in the statement of comprehensive income insofar as the amount isdeterminable.

2.18 Current and deferred income taxes

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit orloss, except to the extent that it relates to items recognised in other comprehensive income ordirectly in equity. In this case the tax is also recognised in other comprehensive income or directlyin equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantivelyenacted at the end of reporting period in the countries where the company’s subsidiaries andassociates operate and generate taxable income. Management periodically evaluates positionstaken in tax returns with respect to situations in which applicable tax regulation is subject tointerpretation. It establishes provisions where appropriate on the basis of amounts expected to bepaid to the tax authorities.

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2.18 Current and deferred income taxes (Cont’d)

Deferred income tax is recognised, using the liability method, on temporary differences arisingfrom differences between the tax base of assets and liabilities and their carrying amounts in thefinancial statements. However, the deferred income tax is not accounted for if it arises from initialrecognition of an asset or liability in a transaction other than a business combination that at thetime of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax isdetermined using tax rates (and laws) that have been enacted or substantially enacted by the end ofthe reporting period and are expected to apply when the related deferred income tax asset isrealised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxableprofit will be available against which the temporary differences can be utilised. Deferred incometax is provided on temporary differences arising from investments in subsidiaries and associates,except where the timing of the reversal of the temporary difference is controlled by the Group andit is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right tooffset current tax assets against current tax liabilities and when the deferred income tax assets andliabilities relate to income taxes levied by the same taxation authority on either the same taxableentity or different taxable entities where there is an intention to settle the balances on a net basis

2.19 Employee benefits

2.19.1 Provident fund

The Group operates a provident fund, being a defined contribution plan. The assets ofwhich are held in a separate trustee - administered fund. The provident fund is funded bypayments from employees and by the Company. Contributions to the provident fund arecharged to the statement of comprehensive income in the period to which thecontributions relate.

2.19.2 Termination benefit

Termination benefits are payable when employment is terminated by the Company beforethe normal retirement date, or whenever an employee accepts voluntary redundancy inexchange for these benefits. The Company recognises termination benefits when it isdemonstrably committed to either: terminating the employment of current employeesaccording to a detailed formal plan without possibility of withdrawal; or providingtermination benefits as a result of an offer made to encourage voluntary redundancy.Benefits falling due more than 12 months after the end of the reporting period arediscounted to their present value.

The liability recognised in the statement of financial position in respect of terminationbenefit is the present value of the termination benefit obligation at the end of the reportingperiod with adjustments for unrecognised past-service costs. The termination benefitobligation is calculated annually by independent actuaries using the projected unit creditmethod. The present value of the termination benefit obligation is determined bydiscounting the estimated future cash outflows using market yield of government bondsthat are denominated in the currency in which the benefits will be paid, and that haveterms to maturity approximating to the terms of the related termination benefit liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarialassumptions are charged or credited to equity in other comprehensive income in theperiod in which they arise.

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2.19 Employee benefits (Cont’d)

2.19.3 Post-retirement benefit

Group companies has defined post-retirement benefit plan which define an amount ofbenefit that an employee will receive on retirement, usually dependent on one or morefactors such as age, years of service and compensation.

The liability recognised in the statement of financial position in respect of post-retirementbenefit is the present value of the termination benefit obligation at the end of the reportingperiod with adjustments for unrecognised past-service costs. The termination benefitobligation is calculated annually by independent actuaries using the projected unit creditmethod. The present value of the termination benefit obligation is determined bydiscounting the estimated future cash outflows using market yield of government bondsthat are denominated in the currency in which the benefits will be paid, and that haveterms to maturity approximating to the terms of the related termination benefit liability

Actuarial gains and losses arising from experience adjustments and changes in actuarialassumptions are charged or credited to equity in other comprehensive income in theperiod in which they arise.

2.20 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result ofpast events; it is probable that an outflow of resources will be required to settle the obligation; and theamount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required insettlement is determined by considering the class of obligations as a whole. A provision isrecognised even if the likelihood of an outflow with respect to any one item included in the sameclass of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settlethe obligation using a pre-tax rate that reflects current market assessments of the time value ofmoney and the risks specific to the obligation. The increase in the provision due to passage of timeis recognised as interest expense.

2.21 Deposits received

Deposits received in respect of small-sized gas cylinders are recognised as a liability in accordancewith the Announcement of the Consumer Protection Committee dated 7 December 1999 regulatingthe issuance of deposit receipt and refund for the consumer of LPG, commencing 15 February 2000.

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2.22 Share Capital

Ordinary shares and non-redeemable preference shares with discretionary dividends are classified asequity. Other shares including mandatory redeemable preference shares are classified as liabilities.

Incremental costs directly attributable to the issue of new shares or options are shown in equity asa deduction, net of tax, from the proceeds.

Where any Group company purchases the Company’s equity share capital (treasury shares), theconsideration paid, including any directly attributable incremental costs (net of income taxes) isdeducted from equity attributable to the company’ s equity holders until the shares are cancelled orreissued. Where such shares are subsequently reissued, any consideration received, net of anydirectly attributable incremental transact costs and the related income tax effects, is included inequity attributable to the company’s equity holders.

2.23 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goodsand service in the ordinary course of the Group’ s activities. Revenue is shown net of value-addedtax, returns, rebates and discounts, and after eliminating sales within the Group. Revenue fromsales of goods is recognised when significant risks and rewards of ownership of the goods aretransferred to the buyer.

Interest income is recognised using the effective interest method.

Rental income from investment property is recognised in profit or loss on a straight-line basis over theterm of the lease. Lease incentives granted are recognised as an integral part of the total rental income.Contingent rentals are recognized as income in the accounting period in which they are earned.

2.24 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to thechief operating decision-maker. The chief operating decision-maker, who is responsible forallocating resources and assessing performance of the operating segments, has been identified asthe steering committee that makes strategic decisions.

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3 Financial risk management

3.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including fair valueinterest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. TheGroup’s overall risk management programme focuses on the unpredictability of financial marketsand seeks to minimise potential adverse effects on the Group’s financial performance. The Groupuses derivative financial instruments to hedge certain exposures.

Risk management is carried out by a central treasury department (Group Treasury) under policiesapproved by the Board of Directors. The Group Treasury identifies, evaluates and hedges financialrisks in close co-operation with the Group’s operating units. The Board provides written principlesfor overall risk management, as well as written policies covering specific areas, such as foreignexchange risk, interest rate risk, credit risk, use of derivative and non-derivative financialinstruments, and investment excess liquidity.

3.1.1 Interest rate risk

The Group’s income and operating cash flows are substantially independent of changes inmarket interest rates. The Group has no significant interest-bearing assets.

3.1.2 Credit risk

The Group has no significant concentrations of credit risk. The Group has policies in placeto ensure that sales of products and services are made to customers with an appropriatecredit history. Derivative counterparties and cash transactions are limited to high creditquality financial institutions. The Group has policies that limit the amount of creditexposure to any one financial institution.

3.1.3 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketablesecurities, the availability of funding through an adequate amount of committed creditfacilities, and the ability to close out market positions. Due to the dynamic nature of theunderlying business, the Group Treasury aims at maintaining flexibility in funding bykeeping committed credit lines available.

3.2 Fair value estimation

When a financial instrument is traded in an active market, its quoted market price provides the bestevidence of fair value. The quoted market price for an asset held or liability to be issued is usuallythe current bid price and, for an asset to be acquired or liability held, it is the current offer orasking price. When the current bid and offer prices are unavailable, the price of the most recenttransaction may provide evidence of the current fair value provided that there has not been asignificant change in economic circumstances between the transaction date and the reporting date.When the Group has matching asset and liability positions, it may appropriately use mid-marketprices as a basis for establishing fair values.

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3 Financial risk management (Cont’d)

3.2 Fair value estimation (Cont’d)

When there is infrequent activity in a market, the market is not well established or small volumesare traded relative to the number of trading units of a financial instrument to be valued, quotedmarket prices may not be indicative of the fair value of the instrument. In these circumstances, aswell as when a quoted market price is not available, estimation techniques may be used todetermine the fair value with sufficient reliability to satisfy the Group. Techniques that are wellestablished in financial markets include reference to the current market value of another instrumentthat is substantially the same, discounted cash flow analysis and option pricing models. In applyingdiscounted cash flow analysis, an enterprise uses a discount rate equal to the prevailing market rateof interest for financial instruments having substantially the same terms and characteristics,including the creditworthiness of the debtor, the remaining term over which the contractual interestrate is fixed, the remaining term for repayment of the principal and the currency in whichpayments are to be made.

The fair value of publicly traded derivatives and trading and available-for-sale investments isbased on quoted market prices at the end of the reporting period. The fair value of interest rateswaps is calculated as the present value of the estimated future cash flows. The fair value offorward foreign exchange contracts is determined using forward exchange market rates at the endof reporting period.

In assessing the fair value of non-traded derivatives and other financial instruments, theGroup/Company uses a variety of methods and makes assumptions that are based on marketconditions existing at the end of each reporting period. Quoted market prices or dealer quotes forthe specific or similar instruments are used for long-term debt. Other techniques, such as optionpricing models and the estimated discounted value of future cash flows, are used to determine fairvalue for the remaining financial instruments.

The face values less any estimated credit adjustments for financial assets and liabilities with amaturity of less than one year are assumed to approximate their fair values. The fair value offinancial liabilities for disclosure purposes is estimated by discounting the future contractual cashflows at the current market interest rate available to the Group/Company for similar financialinstruments.

4 Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and otherfactors, including expectations of future events that are believed to be reasonable under the circumstances

4.1 Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accountingestimates will, by definition, seldom equal the related actual results. The estimates andassumptions that have a significant risk of causing a material adjustment to the carrying amountsof assets and liabilities within the next financial year are outlined below.

(a) Estimated impairment of assets

The Company tests whether property, plant and equipment and intangible assets havesuffered any impairment whenever events or changes in circumstances indicate that thecarrying amount may not be recoverable in accordance with its accounting policy in Note2.14. The recoverable amounts of cash-generating units have been determined based on thehigher of an asset’s fair value less costs to sell and value in use. These calculations require theuse of estimates. The change in the assumption used would impact the recoverable amount.

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32

4 Critical accounting estimates and judgements (Cont’d)

4.1 Critical accounting estimates and assumptions (Cont’d)

(b) Post-retirement benefits

The present value of the post-retirement benefits obligations depends on a number of factorsthat are determined on an actuarial basis using a number of assumptions. The assumptionsused in determining the net cost (income) for pensions include the discount rate. Any changesin these assumptions will have an impact on the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interestrate that should be used to determine the present value of estimated future cash outflowsexpected to be required to settle the pension obligations. In determining the appropriatediscount rate, the Group considers the market yield of government bonds that are denominatedin the currency in which the benefits will be paid, and that have terms to maturityapproximating the terms of the related pension liability.

Other key assumptions for pension obligations are based in part on current market conditions.Additional information is disclosed in Note 26.

(c) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance withthe accounting policy stated in Note 2.14. The recoverable amounts of cash-generating unitshave been determined based on value-in-use calculations. These calculations require the use ofestimates (Note 18).

(d) Provision for lost assets-small-sized gas cylinders

Management estimates provision for lost gas cylinders based on the quantities appraised byindependent appraiser. The appraised quantities do not represent the exact quantities of thegas cylinders but they are assessed based on an appraisal methodology applied representingthe management’s best estimate of the quantities of the lost cylinders. Management willarrange for the appraisal to take place annually to obtain confidence in the estimate of theprovision amount.

(e) Provision for deposits received for small-sized gas cylinders

Management estimates provision for deposits for small-sized gas cylinders circulating andbeing stored in consumers’ households and premises, based on the gas cylinder quantitiesappraised by independent appraiser. Management believes that the liabilities, taken intoaccounts of such provision, are stated prudently and conservatively.

5 Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a goingconcern in order to provide returns for shareholders and benefits for other stakeholders and to maintain anoptimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid toshareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

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33

6 Segment information

Financial statement classified by business segment is as follows:

For the period from 24 November 2014 to 31 December 2014Sale of

LPG Transportation ConsolidatedBaht Baht Baht

Revenues from operation 2,333,816,469 33,068,486 2,366,884,955Inter-segment revenue - (22,983,194) (22,983,194)

Total revenue 2,333,816,469 10,085,292 2,343,901,761

Segment result (19,207,409) (592,407) (19,799,456)Other income 13,893,850Finance Cost (397,456)

Loss before income tax expense (6,303,062)Income tax expense (2,332,047)

Net loss (8,635,109)

Equipment 2,176,813,961 294,694,639 2,471,508,600Intangible assets 11,955,766 1,198,972 13,154,738Other assets 3,158,394,371 106,582,193 3,264,976,564Goodwill - 24,304,592 24,304,592

Consolidated total assets 5,773,944,494

7 Cash and cash equivalents

Consolidated Company2014 2014Baht Baht

Cash on hand 583,771 192,168Cash at bank 837,453,171 788,345,375

838,036,942 788,537,543

The effective interest rate on saving deposits was 0.13% to 1.25%.

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34

8 Trade and other receivables


Trade receivables - third parties 1,060,172,844 1,039,691,912Less Allowance for doubtful (110,290,023) (109,131,052)

Trade receivables, net 949,882,821 930,560,860

Trade accounts receivable under investigation (Note 10) 1,792,626,341 1,792,626,341Less Allowance for doubtful (1,792,626,341) (1,792,626,341)

Trade accounts receivable under investigation, net - -

Other receivables under investigation 623,790,294 623,790,294Less Allowance for doubtful (623,790,294) (623,790,294)

Other receivables under investigation, net - -

Other receivables from sub-contractors 40,620,237 40,620,237Other receivables 34,340,634 28,537,326Withholding tax receivable 18,357,166 11,562,896Interest receivable 17,881,151 11,970,597Advance payments 5,392,550 5,220,269Prepaid expenses 55,132,549 50,326,050Less Allowance for doubtful (90,611,371) (90,611,371)

Other receivables, net 81,112,916 57,626,004

Total trade and other receivables, net 1,030,995,737 988,186,864

Other receivables from sub-contractors

During 2010, trade accounts payable from engineering business exercised their right to receive paymentunder the rehabilitation plan. As at 31 December 2011, the Company has found that some payables thatthe Official Custodian approved and ordered the Company to settle according to the rehabilitation planwere actually payables for sub-contractor who is also Company’s debtor. The Company, thereforerecorded the amounts paid on behalf of sub-contractors as other receivable of Baht 40.62 million and hastaken steps to recover the amounts owed to the Company. Further details are disclosed in Note 10.The Company has made the full allowance for these doubtful accounts.

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35

8 Trade and other receivables (Cont’d)

Outstanding trade accounts receivable as at 31 December 2014, can be analysed as follows:


Trade account receivablesCurrent 897,782,739 886,274,367Overdue less than 3 months 50,290,664 43,868,813Overdue 3 months but less than 6 months 888,549 888,549Overdue 6 months but less than 12 months 2,896,065 345,356Overdue over 12 months 108,314,827 108,314,827

Total trade account receivables 1,060,172,844 1,039,691,912Less Allowance for doubtful (110,290,023) (109,131,052)

Trade account receivables, net 949,882,821 930,560,860

9 Account receivable under agreement for debt restructuring

Consolidatedand Company

2014Baht

Principal 254,339,757Interest receivable 15,218,340

Total 269,558,097Less Allowance for doubtful (269,558,097)

Account receivable under agreement for debt restructuring, net -

As of 25 December 2006, The Company consented to a debt restructuring with a customer to settle amountsowed over a three year period ending in September 2009 with interest at 8% per annum.

The customer has defaulted on the terms of the debt restructuring agreement and on 25 June 2007, theCompany filed a civil claim to recover the amounts owed. Presently, representatives of the defendant havefiled a request with the court to discharge the case since the defendant is under the Central BankruptcyCourt process. The Company has filed to request for debt settlement as the 7th creditor in the bankruptcycase. The Company is currently awaiting for the Receiver’s order of collection. Additionally, theCompany has filed a criminal claim against this customer. On 20 March 2012, the Civil Court hassentenced the defendant to be guilty and punished. Defendant No. 2 was sentenced with a term ofimprisonment without suspension. Later on 17 December 2013, the Court of Appeal reversed thejudgment only in the section concerning the imprisonment of Defendant No. 2 by suspending thepunishment. The Company therefore petitioned against the judgment of the Court of Appeal on27 January 2014 and the verdict is to be heard on 10 October 2014.

On 10 October 2014, the customer requested to postpone the verdict hearing. The Appeal Count passedon the case to the Supreme Court for further order.

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36

10 Items under investigation, net

Balances outstanding as at 31 December 2014, resulting from asset and liability transactions which arecurrently being investigated by the Group were as follows:


2014Baht

Assets under investigationAccounts receivable 1,792,626,341Other receivable 623,790,294

Total 2,416,416,635Less Allowance for doubtful (2,416,416,635)

Assets under investigation, net -

Assets under investigation

Non-performing trade accounts receivable

During 2014, the Company conducted a review of each debtors balances for overall accuracy and existence,contacted to obtain debt negotiation or to enter into negotiated settlements, taken debt collection actionaccording to legal procedures as well as claimed against the former management and/or other relevantparties during the time of those transactions occurred. As at 31 December 2014, non-performing tradeaccounts receivable of Baht 1,792.63 million can be analysed according to the progressive actions asfollows:

Consolidated and Company2014

Baht Baht

Debtors being sentenced by the court andunder enforcement of judgement for debt settlement

- Liquefied Petroleum Gas (LPG) trading 1,000,999,329- Engineering business 38,751,135 1,039,750,464

Debtors being filed a complaint to the court andunder inspection by the official custodian

- Liquefied Petroleum Gas (LPG) trading 9,210,985- Oil trading 734,755,084- Engineering business 8,909,808 752,875,877

Debtors being obtained debt negotiation orentered into compromising agreements

- Liquefied Petroleum Gas (LPG) trading

Debtors being in process of filing a complaintto the court by the Company

- Liquefied Petroleum Gas (LPG) trading -

Total non-performing trade accounts receivableas at 31 December 2014 1,792,626,341

179


37

10 Items under investigation, net (Cont’d)

Assets under investigation (Cont’d)

Non-performing trade accounts receivable (Cont’d)

The group of trade accounts receivable being sentenced by the court and under enforcement for debtsettlement amounting to Baht 1,039.75 million consists of the case that lawsuits filed with the delivery ofjudgment by the court and that the Company is currently under the assets inspection for enforcement ofjudgment; case that has been filed for bankruptcy and was ordered for absolute receivership as there is noassets for enforcement of judgment and is currently under inspecting by the Official Custodian. There arealso trade accounts receivable of Baht 752.88 million that the Company is investigating facts in order to filelawsuits against former directors incurring the debt in negligence in performing their duties and causingdamages to the Company and dishonestly manipulating the assets of the Company. From theinvestigation, certain members of former Board of Directors were ordered being bankrupted persons,causing difficulty to claim for compensation from these persons. Furthermore, the Company was unableto identity persons whom the former Board of Directors had transferred the Company’s assets to.

Due from directors (Included in “other receivable”)

In 2011, the Company has investigated a transaction, which included land rights of Baht 3.16 milliontransferred to the Company in 2008. This transaction was transacted fraudulently by former directors of theCompany with the intention to offset fraudulently appraised land values against trade accounts receivable ofBaht 124.38 million. The management has filed the claim against the former directors to the Department ofSpecial Investigation (DSI). Currently, the case is under the investigation by official of DSI.

Advance payments for constructions (Included in “other receivable”)

In 2005, payments were made by the Company to certain suppliers and contractors of Baht 465.76million relating to the purchase of bulk cylinders contracts and a construction contract. The Company hasterminated bulk cylinder purchase contracts and demanded refund of the advanced payments sincea counter party was unable to deliver the bulk cylinders in accordance with the terms of the contracts.There was no performance by the supplier under the construction contract. Allowance for doubtfulaccounts has been made in respect of these balances. This receivable has been filed for bankruptcy andwas ordered for absolute receivership as there is no assets for enforcement of judgment and is currentlyinspecting by the official custodian. Currently, no collection order has been issued by the Receiver.

On 16 June 2009, DSI made an allegation against Mr. Theeratchanon Lapvisutisin, a former director ofthe Company, alleging that he had acted with accomplices in preparing forgery purchase documents inrespect of bulk cylinders for falsifying accounting records and transferring money from the Company inthe form of advance payments for bulk cylinders. The case is currently under the process of collectingevidence by public prosecutor before further proceeding.

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38


Assets under investigation (Cont’d)

Receivable from sale of investment (Included in “other receivable”)

There was receivable from sale of investment Baht 36.80 million from the sale in 2006 of investment inassociate, Teledata Marine Solution, Bangladesh (formerly “Summit Surma Petroleum Co., Ltd.”),a company incorporated in Bangladesh, to Teledata Marine Solution Limited, a company incorporated inIndia. The Company has been unable to collect this amount and has made full allowance for doubtfulaccounts in this respect. The Company investigated the transactions and is taking actions to recover theamounts and to verify whether the Company continues to hold legal title over its investment in the sharesof Teledata Marine Solution, Bangladesh.

The management has not found any evidence to cleary identify the legal title over the investments andhas preliminarily concluded that Teledata Marine Solution Limited, Bangladesh was established by formermanagement for transferring money from the Company for the benefits of unknown persons during thattime. On 29 March 2013, the Board of Directors’ meeting has approved the current management to filethe claim against the former management to DSI. The legal section is currently collecting evidence to befiled with DSI.

Investment in World Gas (Thailand) Co., Ltd.

During 2004, PICNIC acquired WG for a consideration of Baht 1,011.36 million (7,999,994 shares with99.99% shareholding) for net assets and goodwill of Baht 632.54 million and Baht 378.82 million,respectively.

In 2007, PICNIC was enforced to transfer its shares in WG to Asset Million Company Limited (“AMC”)due to default of debt settlement.

On 13 March 2009, the Securities and Exchange Commission, Thailand and the Stock Exchange ofThailand accused PICNIC’s former directors during that period that they had acted with accomplices indefrauding the shares of WG, which were PICNIC’s assets by transferring shares to a creditor on14 January 2008, before requesting rehabilitation with the Central Bankruptcy Court. Subsequently,PICNIC requested to the Central Bankruptcy Court to cancel the transfer of WG shares. On 21 April2011, the Central Bankruptcy Court dismissed the case. PICNIC then appealed against the court’sjudgment with the Supreme Court of Thailand of which the case is currently under the court’s proceeding(Note 39.2).

Purchase of small-sized gas cylinders

During 2003 - 2005, the Company recorded the purchase of Baht 2,236.08 million purchases of small-sizedgas cylinders from a supplier which had net book value before allowance for impairment loss as at 31December 2011 of Baht 1,427.62 million. The Revenue Department has conducted an examination anddetermined that this supplier did not have the capacity to produce such large amounts of gas cylinders.Therefore, the Revenue Department concluded that there were no actual purchases from such supplier.

On 17 August 2009, DSI made an allegation against Mr. Theeratchanon and Miss Supaporn Lapvisutisin,the former directors of the Company during that periods alleging that they had acted with accomplices inpreparing false purchase documents in respect of small-sized gas cylinders from Saengthongthai BucketManufacturing Co., Ltd. for accounting records in 2004 and transferring money from the Company.

As at 31 December 2011, the management has concluded that these purchase transactions were irregularand has made full allowance for impairment loss in respect of these small-sized gas cylinders.

During 2012, the management has gathered all relevant evidences and additionally investigated groundsfor these transactions and found that there were no actual purchases from Saengthongthai BucketManufacturing Co., Ltd. At the Board of Directors’ meeting on 27 November 2012, the Board has approvedthe current management to file lawsuit against former management to DSI.

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39


Liabilities under investigation

Payables under investigation

Payables not requesting for settlement and not exercising their rights in accordance with the rehabilitationplan.

There were payables under investigation which consist of trade accounts payable of Baht 158.21 million,advances received from engineering businesses of Baht 12.29 million and other payables of Baht 55.59million for the construction of bulk cylinders, are long outstanding for which settlements have not beenrequested and are owed to parties those the Company has no longer conducted business with for many yearsand did not exercise their rights in accordance with the rehabilitation plan. The Company is currentlyinvestigating the transactions giving rise to these balances and taking actions, where deemed appropriate.

During 2012, the Company has conducted a review on each suppliers for overall accuracy and existenceincluding the rationale why they did not exercise their rights in accordance with the rehabilitation plan.The Company found that majority of these payables were to suppliers that had outstanding debts owed tothe Company in excess of the amount owed by the Company. Thus, as at 31 December 2012, the Companyclassified trade accounts payable of Baht 158.21 million, advances received from engineering businesses ofBaht 12.29 million and other payables of Baht 55.59 million for the construction of bulk cylinders to bepayables not requesting for settlement and not exercising their rights in accordance with the rehabilitationplan.

On 27 March 2014, the Central Bankruptcy Court issued an order for cancellation of the Recovery Planof the Company in accordance to the Bankruptcy Act B.E. 2483 Section 90/70 Paragraph 1 as theCompany had already meet all terms and conditions of the Recovery Plan. As a result, the rights to claimdebt formed prior to the Recovery Plan from the Company was terminated since these creditors did notsubmit application of collection within the period specified in Section 91 of the Bankruptcy Act.

Deposits received for small-sized gas cylinders

As at 31 December 2013, the Company had deposit of Baht 37.81 million received for small-sized gascylinders from individuals of which the management has investigated according to the names as shown indeposit receipts and preliminarily found that certain individuals had never engaged in the liquefiedpetroleum gas (LPG) business and never entered into purchase transactions of small-sized gas cylinderswith the Company, which the Company’s management considered these transactions might not be in thenormal course of business. At the Board of Director’s meeting on 29 March 2013, the Board hasapproved the current management to process to investigate the transactions.

11 Construction contracts work in progress


2014Baht

Construction contracts work in progress 34,069,487Less Allowance for doubtful (34,069,487)

Construction contracts work in progress, net -

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40

12 Inventories


2014Baht

Finished goods 113,617,712Less Allowance for decrease in value of inventories -

Inventories, net 113,617,712

Inventories recognised as an expense in cost of sales of goods 1,695,057,172

13 Reserve account for debt payment and creditors under the debt restructuring

Reserve account for debt payment is cash at bank for the purpose to pay to creditors under the debtrestructuring of Baht 206.28 million. The Company did not pay to these creditors as on due date becauseorders to pay to them have not finalised.

14 Investments in subsidiaries

14.1 Movements of investments in subsidiaries

CompanyFor the period from 24 November 2014 to 31 December 2014 Baht

Opening book amount 260,149,105Acquisitions -

Ending net book amount 260,149,105

14.2 Details of investments in subsidiaries

Details of investments are as follows:

% Owenership interestCountry of 31 December

Business incorporation 2014

SubsidiariesEagle Intertrans Transportation of oil, Thailand 99.99

Company Limited and gas

Subsidiary of Eagle Intertrans Company LimitedLogistic Enterprise Leasing of vehicle Thailand 99.98

Company Limited

In respect of acquisitions of Eagle Intertrans Company Limited and Logistic Enterprise CompanyLimited, details of business combinations are disclosed is Note 35.

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41

15 Long-term investment


Opening balance 48,288,500 48,209,000Changes in values of investments - -

Closing balance 48,288,500 48,209,000

Long-term investment represents investment in Enasol Co., Ltd, and Picnic Marine Co., Ltd, which theCompany owns 19.92% and 1.07% interest in their registered capitals, respectively. These investmentsare classified as general investments.

Enasol Co., Ltd.

In 2007, PICNIC sold its investment of 1,200,000 shares in Enasol Co., Ltd. to Capital EngineeringNetwork Public Company Limited (formerly “Eastern Wire Public Company Limited”), of whichPICNIC could collect payment for 1,090,910 shares and transfered title to the buyer already. However,PICNIC was unable to transfer title to the remaining 109,090 shares as such shares had been seized bythe Legal Execution Department for the purpose of executing payment to a creditor and such creditorhave already exercised their right to receive payment under the rehabilitation plan. Presently, the OfficialCustodian had approved and ordered PICNIC to repay debts as instructed in the rehabilitation plan.PICNIC will regain ownership of such shares upon successful completion of the rehabilitated plan.

On 27 February 2014, PICNIC filed a complaint with the court for dismissal of the withholding of theremaining 109,090 shares and to return to the Company and on 24 June 2014, the Court issued a writ ofexecution to regain the shares from seizure. The creditor already received payment under therehabilitation plan and there is no legal right afterwards.

16 Investment Property


Land Baht

For the period from 24 November 2014 to 31 December 2014Opening net book amount 66,287,469

Closing net book amount 66,287,469

As at 31 December 2014Cost 66,287,469

Net book amount 66,287,469

Investment properties as at 31 December 2014 were valued by an appraiser by Pro Appraisal Co., Ltd., anindependent professional appraiser, on 8 October 2010 basing on market values on value in use basis.The appraised value was Baht 81.72 million.

Amounts recognised in profit and loss that are related to investment properties are as follows:


For the period from 24 November 2014 to 31 December 2014 Baht

Rental income 207,584

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606,

066,

512

136,

477,

726

19,5

94,0

1816

7,96

0,26

45,

915,

323,

514

Less

Acc

umul

ated

depr

ecia

tion

-(2

49,9

21,6

73)

(517

,765

,837

)(1

87,8

49,4

18)

(1,9

86,3

32,2

94)

(120

,093

,684

)(1

2,50

1,35

4)-

(3,0

74,4

64,2

60)

Less

Prov

isio

nfo

rim

pairm

ent

(33,

847,

950)

(315

,971

,076

)(5

4,64

5,45

6)(3

5,17

3,46

8)-

-(1

,172

,726

)-

(440

,810

,676

)Le

ssPr

ovis

ion

forl

ossa

sset

s-

--

-(2

47,8

45,5

06)

--

-(2

47,8

45,5

06)

Net

book

valu

e27

0,15

2,03

212

0,00

7,72

111

5,98

1,93

383

,908

,430

1,37

1,88

8,71

216

,384

,042

5,91

9,93

816

7,96

0,26

42,

152,

203,

072

Fort

hepe

riod

from

24N

ovem

ber2

014

to31

Dec

embe

r20

14O

peni

ngne

tboo

kva

lue

270,

152,

032

120,

007,

721

115,

981,

933

83,9

08,4

301,

371,

888,

712

16,3

84,0

425,

919,

938

167,

960,

264

2,15

2,20

3,07

2A

dditi

ons

-32

5,00

0-

-4,

964,

070

89,0

00-

42,9

32,5

0048

,310

,570

Tran

sfer

in/o

ut-

--

--

--

(2,7

50,0

00)

(2,7

50,0

00)

Dep

reci

atio

nch

arge

-(2

,512

,382

)(3

,183

,764

)(2

,096

,420

)(1

2,02

9,02

0)(8

54,1

79)

(273

,915

)-

(20,

949,

680)

Clo

sing

netb

ook

valu

e27

0,15

2,03

211

7,82

0,33

911

2,79

8,16

981

,812

,010

1,36

4,82

3,76

215

,618

,863

5,64

6,02

320

8,14

2,76

42,

176,

813,

962

At3

1D

ecem

ber

2014

Cos

t30

3,99

9,98

268

6,22

5,47

068

8,39

3,22

630

6,93

1,31

63,

611,

030,

582

136,

566,

726

19,5

94,0

1820

8,14

2,76

45,

960,

884,

084

Less

Acc

umul

ated

depr

ecia

tion

-(2

52,4

34,0

55)

(520

,949

,601

)(1

89,9

45,8

38)

(1,9

98,3

61,3

14)

(120

,947

,863

)(1

2,77

5,26

9)-

(3,0

95,4

13,9

40)

Less

Prov

isio

nfo

rim

pairm

ent

(33,

847,

950)

(315

,971

,076

)(5

4,64

5,45

6)(3

5,17

3,46

8)-

-(1

,172

,726

)-

(440

,810

,676

)Le

ssPr

ovis

ion

forl

ossa

sset

s-

--

-(2

47,8

45,5

06)

--

-((2

47,8

45,5

06)

Clo

sing

netb

ook

valu

e27

0,15

2,03

211

7,82

0,33

911

2,79

8,16

981

,812

,010

1,36

4,82

3,76

215

,618

,863

5,64

6,02

320

8,14

2,76

42,

176,

813,

962

186


44

17 Property, plant and equipment, net (Cont’d)

Land of Baht 18.06 million has been pledged as security for borrowings (Note 24).

As at 31 December 2014, the gross amount of the Consolidated and Company’s fully depreciatedproperty, plant and equipment that was still in use are amounting to Baht 1,580.84 million and Baht1,475.49 million, respectively.

Depreciation has been charged into the following categories of expenses:


Cost of sale 26,839,998 19,237,946Administrative expenses 1,868,306 1,711,734

28,708,304 20,949,680

There is no addition of assets leased under finance leases the consolidated financial statement.

Leased assets included above, where the Group and the Company is a lessee under finance leases,comprise vehicles as follows:


Cost - capitalised finance leases 127,905,159 11,212,000Less Accumulated depreciation (77,152,908) (4,958,305)

Net book amount 50,752,251 6,253,695

Small-sized gas cylinders

In 2014, the Company has arranged for an independent appraiser to appraise the quantities of gascylinders on 31 October 2014. An additional provision of Baht 174.79 million is recognised as a result.

As at 31 December 2013, the Group’s and the Company’s property, plant and equipment with a net bookvalue of Baht 193.60 million were pledged as collateral for loans from a financial institution, creditfacilities and bank guarantees. The Company has paid the debts to financial institutions according to therehabilitation plan and the court ordered the termination of the rehabilitation. The Company, therefore,has requested the release the collateral from the financial institution. The financial institution hasinformed that the implementation to release the collateral is currently in the process.

Assets under claims

LPG terminal at Bang-Ja-Greng

Certain persons living within the area of the Company’s LPG terminal facility at Bang-Ja-Greng haveclaimed against the Company in respect of environmental damage alleged to have been caused by thefacility and demanding withdrawal of the Company’s operating license and removal of all properties atthe facility (Note 39.1).

187


45

17 Property, plant and equipment, net (Cont’d)

Assets under investigation and writing off

Machinery and equipment

As at 31 December 2014, the Company had terminals and gas storage with a carrying value of Baht103.18 million which are assets acquired in relation to purchase of Liquefied Petroleum Gas (LPG)trading business in 2003 to be used for repairing small-sized gas cylinders and equipment for filling andcontrolling the petroleum gas system. These machinery and equipment were located at the Company’srepair and maintenance stations and at filling plants, which mainly were related parties.

During 2011, the Company has investigated the existence and condition of those assets. Machinery wasfound in the condition that cannot be longer used for operation. The Company had no recent businesstransactions with those filling plants since business contracts between the parties had been terminated formany years. Therefore, the management was unable to contact and verify the existence and condition ofsuch equipment. As at 31 December 2011, the Company has made full allowance for impairment in valueof these machinery and equipment on the basis that it has no economic benefit to the Company. Themanagement is in process of writing off those assets.

18 Goodwill

ConsolidatedFor the period from 24 November 2014 to 31 December 2014 Baht

Opening net book amount 24,304,592


At 31 December 2014Cost 24,304,592Less Provision for impairment -


Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to business segment.

A segment-level summary of the goodwill allocation is presented below.

2014Transportation Total

Baht Baht

Goodwill allocation (Note 35) 24,304,592 24,304,592

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculationsuse pre-tax cash flow projections based on financial budgets approved by management covering a ten-yearperiod. Cash flows beyond the five-year period are extrapolated using the estimated growth rates statedbelow. The growth rate does not exceed the long-term average growth rate for the business in which theCGU operates.

188


46

18 Goodwill (Cont’d)

The key assumptions used for value-in-use calculations are as follows:

Transportation

Growth rate1 3.00%Discount rate2 10.06%

1 Weighted average growth rate used to extrapolate cash flows beyond the budget period.2 Pre-tax discount rate applied to the cash flow projections.

These assumptions have been used for the analysis of each CGU within the business segment.

Management determined budgeted gross margin based on past performance and its expectations ofmarket development. The weighted average growth rates used are consistent with the forecasts includedin industry reports. The discount rates used are pre-tax and reflect specific risks relating to the relevantsegments.

189


47

19 Intangible assetsConsolidated

Computersoftware

Computer underTrademarks software installation Total

Baht Baht Baht Baht

As at 24 November 2014Cost 300,000,000 37,426,146 1,728,404 339,154,550Less Accumulated amortisation (71,277,544) (25,844,206) - (97,121,750)Less Provision for impairment (228,722,456) - - (228,722,456)

Net book amount - 11,581,940 1,728,404 13,310,344

For the period from 24 November 2014to 31 December 2014

Opening net book amount - 11,581,940 1,728,404 13,310,344Amortisation charge - (155,606) - (155,606)

Closing net book amount - 11,426,334 1,728,404 13,154,738

As at 31 December 2014Cost 300,000,000 37,426,146 1,728,404 339,154,550Less Accumulated amortisation (71,277,544) (25,999,812) - (97,277,356)Less Provision for impairment (228,722,456) - - (228,722,456)

Net book amount - 11,426,334 1,728,404 13,154,738

CompanyComputer

softwareComputer under

Trademarks software installation TotalBaht Baht Baht Baht

As at 24 November 2014Cost 300,000,000 35,842,984 1,054,304 336,897,288Less Accumulated amortisation (71,277,544) (24,808,142) - (96,085,686)Less Provision for impairment (228,722,456) - - (228,722,456)

Net book amount - 11,034,842 1,054,304 12,089,146


Opening net book amount - 11,034,842 1,054,304 12,089,146Amortisation charge - (133,380) - (133,380)

Closing net book amount - 10,901,462 1,054,304 11,955,766

As at 31 December 2014Cost 300,000,000 35,842,984 1,054,304 336,897,288Less Accumulated amortisation (71,277,544) (24,941,522) - (96,219,066)Less Provision for impairment (228,722,456) - - (228,722,456)

Net book amount - 10,901,462 1,054,304 11,955,766

Amortisation of computer software is included in administrative expenses.

Intangible assets include trademarks in respect of assets acquired from purchase of Liquefied PetroleumGas (LPG) trading business in 2003. The Company has made full allowance for impairment as it hasincurred operating losses for many years.

190


48

20 Prepaid rents


Baht

As at 24 November 2014Cost 136,739,145Less Accumulated amortisation (63,499,199)Less Allowance for decrease in value (1,250,228)


For the period from 24 November 2014 to 31 December 2014Opening net book amount 71,989,718Additions 2,750,000Transfer 2,750,000Amortisation charge (835,216)


As at 31 December 2014Cost 142,239,145Less Accumulated amortisation (64,334,415)Less Allowance for decrease in value (1,250,228)


21 Deferred income tax

The analysis of deferred tax assets and deferred tax liabilities are as follows:


Deferred tax assets:Deferred tax assets to be recovered within 12 months 1,362,251 -

1,362,251 -

Deferred tax liabilities:Deferred tax liabilities to be settled within 12 months (5,814,909) -Deferred tax liabilities to be settled after more than 12 months (21,042,802) -

(26,857,711) -

Deferred tax, net (25,495,460) -

191


49

21 Deferred income tax (Cont’d)

The gross movement and the deferred income tax account is as follows:


At 24 November 26,220,194 -Credited to profit or loss (724,734) -

At 31 December 25,495,460 -

The movement in deferred tax assets and liabilities during the period is as follows:

ConsolidatedAt Charged/(credited) At

24 November to the income 31 December2014 statement 2014Baht Baht Baht

Deferred tax assetsAllowance for doubtful account 153,148 78,646 231,794Provision for accrued interest 379,548 - 379,548Provision for employee benefit obligations 598,690 152,219 750,909

1,131,386 230,865 1,362,251

Deferred tax liabilitiesRevaluation of assets (27,351,580) 493,869 (26,857,711)

(27,351,580) 493,869 (26,857,711)

22 Other non - current assets


Cash guarantee for purchasing LPG 58,000,000 58,000,000Other deposits 38,198,320 36,459,961Deposit for assignment of debt 50,000,000 50,000,000Cash appropriated by Courts 9,281,400 9,281,400Advances payment 20,000,000 20,000,000Others 4,162,031 4,162,031

179,641,751 177,903,392Less Allowance for doubtful accounts (70,000,000) (70,000,000)

109,641,751 107,903,392

192


50

22 Other non - current assets (Cont’d)

Deposit for assignment of debt is cash paid to Asset Million Co., Ltd., (“AMC”) as a deposit to be givento a financial institution creditor for transfer of its right to receive Baht 413.59 million from the Companyto AMC. However, the transfer has not been completed and the Company has claimed against AMC forreturn of the deposit. On 30 May 2014, the Official Custodian had ordered to dispose of the case due tothe Court order to release the Company from the rehabilitation plan and the power of the OfficialCustodian expired after such order. The Company may have to proceed against AMC or negotiate forsettlement with AMC afterwards. A full provision has been made for this deposit.

Cash appropriated by Courts represented cash that was seized by the Legal Execution Departmentamounting to Baht 9.28 million for the purpose of executing payment to creditors. Such creditorsexercised their right to receive payment and were paid under the rehabilitation plan. However, due to thefact that the Creditor did not deduct the garnishment amount of Baht 9.28 million from the amount to becollected, the Company therefore filed a complaint with the court in order to request for the garnishmentand the shares of Enesol Co., Ltd. to be returned to the Company. The Court issued on order to cancel theappropriation of such cash on 12 May 2014.

On 9 June 2008, the Company transferred cash of Baht 20 million to one of the security company forinvestment in the Stock Exchange. However, the security company did not arrange for such investmentfor the Company. Consequently on 4 June 2009, the Company filed the lawsuit against the securitycompany for refund of the money. This case is still under the consideration of the Court and has not yetbeen finalised. However, the Company has provided full provision for this advance payments.

23 Trade and other payable


Trade accounts payable - third parties 730,200,802 716,658,101Amount due to related parties - 12,462,507Other payable 956,588,145 953,388,389Accrued expenses 59,327,731 52,651,673Advances received 14,268,027 14,224,530

1,760,384,705 1,749,385,200

193


51

24 Borrowings

24.1 Finance lease liabilities

Finance lease liabilities - minimum lease payment:Consolidated Company

2014 2014Baht Baht

Not later than 1 year 9,473,722 2,133,238Later than 1 year but not later than 5 years 16,873,278 6,114,600

26,347,000 8,247,838Less Future finance charges on finance leases (2,936,148) (531,212)

Present value of finance lease liabilities 23,410,852 7,716,626

Representing lease liabilities- Current 10,526,969 1,818,896- Non-current 12,883,883 5,897,730

The present valve of finance lease liabilities is as follows:


Not later than 1 year 10,526,969 1,818,896Later than 1 year but not later than 5 years 12,883,883 5,897,730

23,410,852 7,717,626

24.2 Long-term borrowing


Current portion of long-term borrowing 2,410,902 -Long-term borrowing payable between 1 to 5 years 5,462,977 -

7,873,879 -

The carrying amounts of borrowings approximate their fair values.

Long-term borrowing is collaterised by pledge of land of the Group amounting to Baht 18.06 million.

Movements in long-term borrowings are analysed as follows:

Consolidated CompanyBaht Baht


Opening amount as at 24 November 2014 8,067,740 -Repayment of borrowings (193,861) -

Closing amount as at 31 December 2014 7,873,879 -

194


52

24 Borrowings (Cont’d)

24.3 Interest rate

The interest rate of finance lease liability is a fixed rate, whereas interest rates of other borrowingsare at floating rates.

The effective interest rates at the statement of financial position date are as follows:


% %

Long-term borrowing MLR - 1, MRR + 0.5 -Finance lease liability MLR 5.01 - 5.07

25 Provisions


Penalties and surcharge Baht

At 24 November 2014 198,054,059Additional provisions 80,408

At 31 December 2014 198,134,467

Provisions for penalties and surcharge

a) The Revenue Department has assessed additional VAT in relation to the rental of LPG terminalfacility at Bang-Ja-Greng, that the rent should have included equipment during 2007 to 2009. Theadditional VAT including penalties and surcharges until 15 February 2012 was amounting to Baht 90million. The Company has estimated tax liability of VAT, including the penalties and surchargesuntil 31 December 2014 amounting to Baht 106.83 million.

b) As at 31 December 2014, the Company had set up provision from overstating the refund of inputVAT amounting to Baht 82.56 million. Such input VAT was derived from purchases for theconstruction of the LPG terminal at Bang-Ja-Greng, which was intended to be used for theCompany’s operation, which is consider as “subjected to VAT” transaction. However, later theCompany leased those assets to World Gas (Thailand) Co., Ltd. for a period of 3 years. The lease isconsidered as “non-VAT” transaction. Therefore, those input VAT might not be refundable.

c) The Revenue Department has assessed and demanded the Company to pay revenue stamp amountedto Baht 1.41 million on the following transactions occurred in 2007:• Loans to certain parties• Sold investments in subsidiaries• Leased assets at Lampang

d) The Revenue Department has assessed specific business tax for 2007 to 2009 and related penaltiesand surcharges until 15 February 2012 on various cases of Baht 11.52 million as described below.However, the Revenue Department offset prepaid withholding income tax with assessed specificbusiness tax amounted to Baht 4.17 million. Thus, as at 31 December 2014, the management hasprovisions for penalties and surcharges of Baht 7.34 million.

195


53

25 Provisions (Cont’d)

Provisions for penalties and surcharge (Cont’d)

The assessment of specific business tax are from the following matters:

• The Company has paid advanced payment for a contractor in respect of bulk gas cylinderproject. However, the project was terminated. The Company has received partial repaymentsfrom such advance and written off the remaining amounts. The Revenue Department hasinterpreted this transaction as loan to a contractor and demand the Company to pay specificbusiness tax on loan plus interest.

• The Company did not follow the requirements in the Revenue Code when writing off certainreceivables. Therefore, the Revenue Department has assessed additional specific business tax onthis matter.

• The Revenue Department has assessed additional specific business tax on writing off loans tocertain parties.

• The Revenue Department has assessed additional specific business tax on loan to a companywithout interest.

26 Employee benefit obligation


Statement of financial position obligations for:Post-employment benefits 24,514,239 20,759,696

Consolidated CompanyFor the period from 24 November 2014 to 31 December 2014 Baht Baht

Statement of comprehensive income:Recognised in profit or loss:Post-employment benefits (563,501) (1,031,229)

Movement in the present value of the defined benefit obligations:


Opening balance 23,679,624 20,373,397Current service costs 623,534 226,338Interest cost 156,640 86,108Actuarial losses 2,252,434 2,080,362Reversal of service cost (1,343,675) (1,343,675)Benefits paid (854,318) (662,834)

Closing balance 24,514,239 20,759,696

196


54

26 Employee benefit obligation (Cont’d)

Expense recognised in comprehensive profit or loss:


Current service costs 623,534 226,338Interest on obligation 156,640 86,108Reversal of service cost (1,343,675) (1,343,675)

Total ( employee benefit obligation expense included in“Administrative expenses”) (563,501) (1,031,229)

The principal actuarial assumptions used were as follows:


% 5

Discount rate 4.00 4.00Future salary increases 5.50 - 5.90 5.90

27 Deposits received


2014Baht

Deposits received for small-sized gas cylinders 1,781,815,316Deposits received for rental small-sized gas cylinders 265,869,879Provision for deposits received for small-sized gas cylinders 1,016,857,330

3,064,542,525

Deposit received for small-sized gas cylinders

During 2012, the Company and SCT (Vietnam) Gas Company Limited had prepared sufficientinformation relating to the quantum of deposits received and identify the parties from whom the depositshave been received for small-sized gas cylinders. As at 31 December 2013, the Company had deposit ofBaht 37.81 million received for small-sized gas cylinders from individuals of which the management hasinvestigated according to the names as shown in deposit receipts and preliminarily found that certainindividuals had never engaged in the liquefied petroleum gas (LPG) business and never entered intopurchase transactions of small-sized gas cylinders with the Company, which the Company’s managementconsidered these transactions might not be normal course of business.

At the Board of Directors’ meeting on 29 March 2013, the Board has approved the current managementto process to investigating the transactions. In addition, as at 31 December 2013, there was no sufficientappropriate evidence regarding the deposits received for small-sized gas cylinders of the Companyamounted to Baht 346.59 million since the evidence on deposits received had been lost and themanagement already reported to the police about missing documents.

197


55

27 Deposits received (Cont’d)

Deposit received for rental small-sized gas cylinders

During 2004, the Company entered into small-sized gas cylinder rental agreements with total contractvalue of Baht 900 million with a group of gas filling station customers. The Company recorded rentalincome from these customers for 3 years while the small-sized cylinders were recorded as assets anddepreciated over a period of 20 years. The rental agreements stipulated that these customers were topurchase gas only from the Company. During 2004 to 2005, most of the Company’s revenue wasgenerated from gas sales and small-sized gas cylinder rental with this group of customers.

On 11 May 2005, the Securities and Exchange Commission (SEC) issued letter No. SEC. CHOR.933/2548 concerning the amendment of 2004 financial statements. The Company consequently changedits recording of revenues from rental of small-sized gas cylinders to the group of 10 gas fillers with whichthe Company has a close relationship to record such receipts as deposits, in accordance with theinstructions of the SEC. DSI also adopted this matter as a case as per details in Note 39.3.

Provision for deposits received for small-sized gas cylinders

During 2014, a full provision for liabilities in respect of deposits has been made basing on the quantitiesof gas cylinders in circulation and being utilised by consumers as reported by the independent appraiser,in order that quantities per deposits equal to quantities per the appraisal report.

28 Share capital

Number ofNumber of shares

shares issued and Ordinary Shareauthorised paid-up shares Premium Total

Shares Shares Baht Baht Baht

At 24 November 2014 2,760,565,700 2,760,565,700 2,760,565,700 2,657,619,957 5,418,185,657Issue of shares - - - - -

At 31 December 2014 2,760,565,700 2,760,565,700 2,760,565,700 2,657,619,957 5,418,185,657

29 Legal reserve


For the period from 24 November 2014 to 31 December 2014 Baht

Opening balance period 33,910,000Appropriation during the period -

Closing balance period 33,910,000

Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legalreserve at least 5 % of its net profit after accumulated deficit brought forward (if any) until the reserve isnot less than 10 percent of the registered capital. The legal reserve is non-distributable.

198


56

30 Premium on LPG selling price

Premium on LPG selling price derived from the adjustments to the financial statements for the year ended31 December 2004 and 2005 in addition to those stipulated in the SEC order. In this regards, theCompany transferred the differences of the LPG selling price that sold to the group of gas fillingcompanies which had close relationship with the Company and were not under the same terms ofpayment as sales made to other customers amounted of Baht 532 million from the statement of income.These differences were reclassified as premium on LPG selling price and were presented under“statement of changes in shareholder’s equity” being deemed as financial support received from itsshareholders via the group of gas filling companies.

31 Other income


Rental income 831,249 831,249Transportation income 6,450,744 6,450,744Through put fee 1,124,372 1,124,372Interest income 2,199,549 2,243,627Other income 3,287,936 1,161,215

13,893,850 11,811,207

32 Expense by nature


Included in cost of sales of goods and rendering of service:Changes in inventories of finished goods (11,383,752) (11,383,752)Cost of finished goods purchased 1,658,161,867 1,658,161,867Freight 7,407,444 7,407,444Depreciation 26,839,698 19,237,946Cylinders repairing costs 4,483,126 4,483,126Gas filling expenses 3,918,957 3,918,957Oil fund 564,303,194 564,303,194Others 15,090,052 14,441,982

2,268,820,586 2,260,570,764

Included in selling expenses:Employee benefit expenses 3,053,446 3,053,446Transportation expenses 25,292,880 25,292,880Sales promotion expenses 6,491,961 6,491,961Others 647,429 1,674,320

35,485,716 36,512,517

199


57

32 Expense by nature (Cont’d)


Included in administrative expenses:Employee benefit expenses 15,491,724 14,196,070Service fee for LPG reserve 18,115,999 18,115,999Rental and service fees 5,378,555 5,089,889Professional fees 2,943,396 2,800,000Bank charge and other fees 5,079,290 4,681,628Reveral of bad debt and doubtful debts expense (2,032,306) (2,032,306)Amortisation 133,380 133,380Depreciation 1,868,306 1,711,734Others 12,416,571 12,339,735

59,394,915 57,036,129

33 Income tax expense


Current tax 3,056,781 -Deferred tax (724,734) -

Total tax expense 2,332,047 -

The tax on the Group and Company’s profit before tax differs from the theoretical amount that wouldarise using the basic tax rate as follows:


Loss before income tax expense (6,303,062) (8,542,807)

Tax calculated at a tax rate of 20% (1,260,612) (1,708,561)Tax effect of:

Income subject to tax 257,887 257,887Income not subject to tax (39,839) (39,839)Expense not deducted for tax purpose 769,389 479,614Expense deducted at greater amount (104,449) (6,441)Adjustment in respect of prior period 1,708,827 -Effect of difference tax rates in which the entity operates 17,919 -Deferred tax expense relating to the origination and reversal

of temporary differences (493,869) -Tax losses for which no deferred tax asset was recognised 1,476,794 1,017,340

Tax charge 2,332,047 -

The weighted average applicable tax rate was 37%.

200


58

34 Loss per share

Basic loss per share is calculated by dividing the net loss attributable to shareholders of the company by theweighted average number of ordinary shares in issue during the year.

Consolidated Company

For the period from 24 November 2014 to 31 December 2014

Net loss attributable ordinary shareholders of the company (Baht) (8,635,166) (8,542,807)Weighted average number of ordinary shares (Shares) 2,760,565,700 2,760,565,700

Basic loss per share (Baht per share) (0.0031) (0.0031)

35 Business combinations

Eagle Intertrans Co., Ltd. (“EAGLE”)

On 23 April 2014, the Group acquired 99.99% of the share capital of Eagle Intertrans Co., Ltd., which isincorporated in Thailand, and operates the business of transportation of oil, gas and other chemicals for atotal consideration of Baht 260 million. As a result of the acquisition, the Group has created businesssynergy and expanded scope of its business in terms of both size and diversity, thus helping to diversifyits business risk and the goodwill of Baht 24,304,592 was recognised.

None of the goodwill recognised is expected to be deductible for income tax purposes.

The following table summarises the consideration paid for EAGLE, and the amounts of the assetsacquired and liabilities assumed recognised at the acquisition date.

Consideration at 23 April 2014Baht

Equity instruments (2,226,220 ordinary shares) 260,149,105

Total consideration 260,149,105

Baht

Cash and cash equivalents 10,383,742Trade and other receivables 43,690,754Inventories 1,337,283Other current assets 23,563,464Loan to director and related parties 51,270,000Equipment 340,721,793Other non-current assets 4,916,767Deferred tax assets 518,167Trade and other payables (10,454,761)Short-term borrowings (3,000,000)Other current liabilities (32,112,631)Borrowings from financial institutes (8,097,578)Finance lease liability (47,339,642)Loan from director and related parties (96,897,739)Other liabilities (8,643,777)Retirement benefit obligations (3,226,990)Deferred tax liabilities (30,760,869)

Total identifiable net assets 235,867,983

Non-controlling interest (23,470)Goodwill 24,304,592

Total 24,281,122

The fair value of the 2,226,220 ordinary shares issued as consideration valued at Baht 260 million wasbased on value-in-use calculations performed by independent appraiser.

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35 Business combinations (Cont’d)

Logistic Enterprise Co., Ltd. (“LOGISTIC”)

On 4 November 2014, the Group acquired 99.98% of the share capital of Logistic Enterprise Co., Ltd. fora total consideration of Baht 4.3 million. LOGISTIC is incorporated in Thailand, operates a business ofvehicle rental.

The following table summarises the consideration paid for LOGISTIC, and the amounts of the assetsacquired and liabilities assumed recognised at the acquisition date.

Consideration at 4 December 2014

Baht

Cash 4,292,701

Total consideration 4,292,701

Baht

Cash and cash equivalents 4,463,738Other current assets 879,280Equipment 4,060,850Trade and other payables (41,865)Other current liabilities (2,250)Finance lease liability (3,056,823)Other non-current liabilities (150,000)

Total identifiable net assets 6,152,930

Non-controlling interest (1,230)Gain on bargain purchase (1,858,999)

Total (1,860,229)

36 Related-party transactions

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or arecontrolled by, or are under common control with, the company, including holding companies,subsidiaries and fellow subsidiaries are related parties of the company. Associates and individualsowning, directly or indirectly, an interest in the voting power of the company that gives them significantinfluence over the enterprise, key management personnel, including directors and officers of the companyand close members of the family of these individuals and companies associated with these individualsalso constitute related parties.

In considering each possible related-party relationship, attention is directed to the substance of therelationship, and not merely the legal form.

The Company major shareholder is Mr. Aiyawat Srivaddhanaprapha, who owns 17.75% of theCompany’s paid-up share capital.

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36 Related-party transactions (Cont’d)

Relationships with related parties:

Country ofnationality /

Name of entities incorporation Nature of relationships

Eagle Intertrans Co., Ltd. Thailand Subsidiary of the Company,(“EAGLE”) 99.99% shareholding

Logistic Enterprise Co., Ltd. Thailand Subsidiary of EAGLE, 99.98%shareholding

Key management personnel Thailand Persons having authority and responsibilityfor planning, directing and controllingthe activities of the entity, directly orindirectly, including any director(whether executive or otherwise) of theGroup

The following transactions were carried out with related parties:

36.1 Sales of goods and services

Consolidated CompanyFor the period from 24 November 2014 to

31 December 2014 Baht Baht

Sales of services to:Eagle Intertrans Co., Ltd. - 439,393

36.2 Purchases of goods and services



Purchases of services from:Eagle Intertrans Co., Ltd. - 23,051,926

Selling expensesLogistic Enterprise Co., Ltd. - 1,026,800

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36 Related-party transactions (Cont’d)

36.3 Outstanding balances arising from sales/purchases of goods/services



Interest receivableEagle Intertrans Co., Ltd. - 531,507

Amount due to related partiesEagle Intertrans Co., Ltd. - 12,462,507

Accrued expensesEagle Intertrans Co., Ltd. - 1,720,686

36.4 Short-term loans to related parties

CompanyFor the period from 24 November 2014 to 31 December 2014 Baht

Opening balance 100,000,000Loans advanced during the year -

Closing balance 100,000,000

As at 31 December 2014, short-term loan to related parties is promissory notes denominated inThai Baht issued by Eagle Intertrans Company Limited; subsidiary of the Company. Promissorynotes bear interest rate of 1.25% per annum, and there is no specific repayment date.

36.5 Key management compensation



Salaries and other short-term employee benefits 5,209,856 3,309,856Post-employment benefits 52,485 46,385

5,262,341 3,356,241

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37 Commitments

37.1 Capital commitments

As at 31 December 2014, the Group has commitment in respect of capital expenditure contractedfor constructing gas storage tank in amount of Baht 359.29 million.

37.2 Operating lease commitments - where a Group company is the lessee

The future aggregate minimum lease payments under non-cancellable operating leases as follows:


Not later than 1 year 224,769,435 214,339,098Later than 1 year but not later than 5 years 218,985,004 203,195,973Over than 5 years 132,380,906 132,380,907

576,135,345 549,915,978

As at 31 December 2014, the Group has non-cancellable operating leases as follows:

a) operating lease agreements covering its office building, vehicles and copy machines withmonthly rental fees totaling of Baht 0.72 million. These agreements will be effective forperiods of 1 year to 4 years expiring during the year 2012 to 2015.

b) service agreement relating to storage tank area for Liquefied Petroleum Gas (LPG) reservewith Siam Gas and Petrochemical Public Company Limited at Lampang storage facility toreserve LPG for the Company according to the Department of Business Development. Thisagreement is in effective from 1 January 2014 to 31 December 2014 with the monthly service feeof Baht 1.13 million.

c) service agreement relating to storage tank area for Liquefied Petroleum Gas (LPG) reservewith Siam Gas and Petrochemical Public Company Limited at Lampang storage facility toreserve LPG for the Company according to the Department of Business Development. Thisagreement is in effective from 1 March 2014 to 28 February 2015 with the monthly servicefee of Baht 0.6 million.

38 Contingencies

38.1 Guarantees

As at 31 December 2014, the Group provided guarantees on behalf of its related parties for thelease of vehicles amounting to Baht 25.49 million.

38.2 Bank guarantees

As at 31 December 2014, there are outstanding bank guarantees given on behalf of the Group tothird parties in respect of purchases of gas and use of electricity amounting to Baht 1,130.76million. The bank deposits amounting to Baht 768 million is used as collateral.

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39 Litigations

Litigations of Picnic Corporation Public Company Limited

39.1 LPG terminal at Bang-Ja-Greng

Certain persons living within the area of the Company’s LPG storage facility at Bang-Ja-Grenghave claimed against the Company in respect of environmental damage alleged to have beencaused by the facility and demanding withdrawal of the Company’s operating license and removalof all properties at the facility.

On 25 November 2010, the Central Administrative Court dismissed the case and on 27 December2010, the claimants lodged an appeal. On 27 May 2011, the Company responded to the appeal,which is in the process of consideration by the Supreme Administrative Court.

On 28 November 2013, the Supreme Administrative Court has appointed the first hearing, withoutspecifying the subsequent date and has not yet specified the date for the verdict

All properties at the facility with a net book value as at 31 December 2014 amounted to Baht 90.11million.

39.2 World Gas’ shares with The Asset Million Co., Ltd.

During 2004, the Company acquired World Gas (Thailand) Co., Ltd. (“World Gas”) at the price ofBaht 1,011.36 million (7,999,994 shares with 99.99% shareholding) for net assets and goodwill ofBaht 632.54 million and Baht 378.82 million, respectively.

In 2007, a financial institution creditor had transferred its rights to receive Baht 169.45 millionplus interest at 10% per annum from the Company to The Asset Million Co., Ltd., (“AMC”). TheCompany has contracted with AMC to make payments of this amount in accordance with the DebtSettlement Agreement. Later, the Company defaulted in debt repayment and pledged shares heldin World Gas as collateral for repayment of amounts owed to AMC. The Company, then defaulteddebt repayment again resulting in the enforced transfer of its shares in World Gas to AMC.

As at 25 December 2007, the Company fully wrote off its investment in World Gas which its bookvalue of Baht 1,497.41 million from investments in subsidiaries in its separate financial statementsand subsequently has not included the financial statements of World Gas in its consolidatedfinancial statements due to no longer had control over World Gas.

In 2008, the Company filed a claim against AMC for return of the World Gas shares and relatedcompensation in respect of an unfair contract.

On 13 March 2009, the Securities and Exchange Commission, Thailand and the Stock Exchange ofThailand accused the Company’s directors during the period that they had acted with accomplicesin defrauding the shares of World Gas, which were the Company’s assets by transferring shares toa creditor on 14 January 2008, before requesting rehabilitation with the Central Bankruptcy Courton 21 April 2011, the Central Bankruptcy Court dismissed the case. The Company then appealedagainst the court’s judgment with the Supreme Court of Thailand of which the case is currentlyunder the court’s proceedings.

In addition, on 30 August 2011, the Company filed a petition to the Central Bankruptcy Court toorder AMC to sell 7,999,994 shares in World Gas to a third party and pay back to the Companythe share price of Baht 603.84 million. The payments are to be made in seven monthly instalmentscommencing on 60 days after the date of compromising contract. If AMC defaults on any of theseinstalments; AMC shall return the World Gas shares to the Company in respect of the remainingunpaid amount. On 22 September 2011, the Central Bankruptcy Court allowed the Company andAMC to compromise to sell the World Gas shares. On 28 September 2011, the Companyrequested to the Supreme Court for compromising with AMC and sale of World Gas shares.

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39 Litigations (Cont’d)

Litigations of Picnic Corporation Public Company Limited (Cont’d)

39.2 World Gas’ shares with The Asset Million Co., Ltd. (Cont’d)

Currently, the Supreme Court has dismissed a petition for compromising. Hence, the case must bepending for judgment or order from the Supreme Court of Thailand.

On 29 March 2013, the Company has signed a share purchase agreement (as to consent) betweenAMC and individuals in 2 cases (including 2 traded contracts), selling World Gas shares worthBaht 799.99 million. The buyer agreed to pay to the Seller in the amount of Baht 196.16 millionand to pay to the Company in the amount of Baht 603.84 million. The Company received allpayment in 2014.

39.3 Special case on tax invoice

Due to the fact that the Bureau of Taxation Crime under DSI investigated Special Case No.245/2556 of which Picnic Corporation Public Co., Ltd. and others were allegedly accused ofillegal issuance of tax invoice, debit note, and credit note, including being the entrepreneurs whoused fraudulent tax invoice or illegally issued tax invoice to be used in crediting tax by intentionwhich are both a crime in accordance to Section 90/4(3)(7) of the Fiscal Code (RevenueDepartment, the prosecutor). On 10 April 2014, the inquiry official of DSI issued a writ ofsummons for authorised member of the Board of Directors of the Company to join the inquiryofficial of DSI on 22 April 2014 for hearing of allegations. The Company postponed the meetingto 7 May 2014. The Company denied the complaint and submitted the statement of defence on30 May 2014 (Note 25).

The Company has pledged the letter of guarantee issued by a bank for warranty to the RevenueDepartment of Baht 103 million.

39.4 Claim of damages

In another case, the Company was sued by co-defendants in a case of Bangkok South Civil Court,Black Case Number Phor. 622/2556 for claiming the damages of Baht 5,032,438.45 due to a gastruck belonging to Pitalus Transport Co., Ltd. overturned near Khlong Tan on 25 March 2012.This case is currently under the court’s proceedings. Adduce of evidence of the plaintiff side is to becarried out between 2 - 4 September 2014 whereas adduce of evidence of the defendant’s side is tobe carried out between 9 - 11 September 2014.

On 9 September 2014, the Court announced that this case is settled by the second defendant to paycompensation to the plaintiff. The plaintiff then dropped the charges against all defendants on3 December 2014.

39.5 There are matters with ongoing investigation as discussed in Note 10 and tax related issues inNote 25.

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Litigations of World Gas (Thailand) Co., Ltd.

39.6 In 2010, the Company was the defendant because it had mortgaged its land as collateral for creditfacilities obtained by a third party with a securities company, pursuant to the civil case, black caseno. PhorBor. 1008/2553 in the claimed amount of Baht 27.02 million. The Court ordered totemporarily dismiss the case awaiting verdict of the primary debt. The management of theCompany does not anticipate for any loss in respect of such litigation case. Therefore, theCompany did not set the provision for the estimated contingent liability.

39.7 In 2011, the Company has been sued and claimed for damages by a company because the Companywas in breach to a contract for hire of work made with such company pursuant to the civil case, blackcase no. 2557/2554. The plaintiff requested the Civil Court to order the Company to pay thecompensation for damages in the amount of Baht 7.77 million. The case is now on the process of theCourt’s consideration and the Company does not know the outcome of the case. However, themanagement of the Company does not anticipate for any loss in respect of such litigation case.Therefore, the Company did not set the provision for the estimated contingent liability.

39.8 In 2011, the Company has been sued and claimed for damages by a company because theCompany was in breach to a distributorship agreement made with such company pursuant to thecivil case, black case no. 2872/2554. The plaintiff requested the Civil Court to order the Companyto pay the compensation for damages in the amount of Baht 40.08 million. The case is now on theprocess of the Court’s consideration and the Company does not know the outcome of the case.However, the management of the Company does not anticipate for any loss in respect of suchlitigation case. Therefore, the Company did not set the provision for the estimated contingentliability.

39.9 In 2011, the Company has been sued and claimed for damages by a company because theCompany was in breach to a gas transportation agreement made with such company pursuant tothe civil case, black case no. 4460/2554 and red case no 604/2554. The plaintiff requested theCivil Court to order the Company to pay the compensation for damages in the amount of Baht18.06 million. The case is now on the process of the Court’s consideration and the Company doesnot know the outcome of the case. However, the management of the Company does not anticipatefor any loss in respect of such litigation case. Therefore, the Company did not set the provision forthe estimated contingent liability.

39.10 In 2013, the inquiry officer, pursuant the order no. TorRor. 231/2556, investigated and found thatthe Company issued liquid petroleum gas transportation tax invoices to several companies whichwere not in compliance with the notification of the Department of Energy Business re: methodsand conditions for transportation of liquid petroleum gas B.E. 2555, and therefore notified theallegation to the Company in order to takes legal actions according to the law. The inquiry officerdelivered the files of the inquiry to the public prosecutor, and the case is now on the process of theprosecutor’s consideration on the files of the inquiry in order to take legal actions.

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Litigations between Picnic Corporation Public Company Limited and World Gas (Thailand) Co., Ltd.

39.11 In 2010, the Company has been sued and claimed for damages by a company due to non-deliveryof the gas filling plant in Bang Ja Kreng and the gas filling plant in Lampang to such company,pursuant to the bankruptcy case (civil case-related), black case no. PhorKor. 8/2553. The plaintiffrequested the Central Bankruptcy Court to order the Company to pay the compensation for damageand loss of benefits in the amount of Baht 1,031.70 million. The Central Bankruptcy Countdisposed and struck the case out of the case-list because Picnic Corporation Public CompanyLimited and World Gas (Thailand) Co., Ltd. have already been amalgamated, resulting in theclaims became extinguished by the merger.

39.12 In 2010, a company filed a petition to the Central Bankruptcy Court in respect of the rehabilitationcase, red case no. For. 40/2552 and requested the Court to order the Company to deliver the gasfilling plant in Bang Ja Kreng and the gas filling plant in Lampang to such company. Suchcompany also requested the official receiver to order the Company to pay the compensation fornon-delivery of both gas filling plants in the amount of Baht 118.44 million. Subsequently, on 8February 2011, the Central Bankruptcy Court set up a mediation between the Company and suchcompany as the petitioner, where the Company agreed to deliver the gas filling plant in BangJa Kreng on 9 February 2011 and the gas filling plant in Lampang on 17 February 2011. TheCompany and such company have entered into a memorandum to evidence such mediation. TheCompany duly delivered both gas filling plants on the dates as agreed. The official receiver madeinquiries and ordered that the claimed compensation was to be set-off, and such company did notobject the official receiver’s order to the Central Bankruptcy Court. Therefore, the officialreceiver’s order is final.

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