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Rayong Purifier Public Company LimitedInformation Memorandum on the Acquisition of Assets of
Rayong Purifier Public Company Limited (Schedule 2)
1. Information Memorandum on the Acquisition of Assets of Rayong Purifier Public Company Limited (Schedule 1)As the board of directors’ meeting of Rayong Purifier Public Company Limited (the “Company” or “RPC”) No. 7/2013 on November 12, 2013 resolved to acquire common shares of Thai Public Port Company Limited (“TPP”), in proportion of 30% of registered and paid-up capital at closing date, or equal to 31,500,000 shares of the total 105,000,000 shares after TPP’s capital increase, from Bangkok Crystal Company Limited and/or Goodwill Marketing Company Limited in an amount of THB 900,112,500 (nine hundred million one hundred twelve thousand five hundred Baht) (the “Transaction”).
The Transaction is considered as an acquisition transaction according to the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Actions of a Listed Company on Acquisition or Disposition of Assets B.E. 2547 and the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets. The transaction size equals to 37.86% of book value of net tangible assets acquired and the size after combining acquisition occurring during the 6 months period prior will equal to 37.86% which is above 15%, but below 50% and is classified as a Class 2 transaction of the above notification. Therefore, the Company shall prepare a report disclosing to Stock Exchange of Thailand (“SET”) and submit a written notice of its decision to enter into a Class 2 transaction on its shareholders within 21 days from the date of disclosure of information to the SET. Due to the transparency of the transaction, the Board of Directors has resolved to propose to the shareholders’ meeting for approval. The Company sets out the details of the Transaction as prescribed in the deposition rule as follows;
1) Date, month and year on which the transaction occursThe Company will enter into the transaction within 45 days after obtaining approval from the Extraordinary General Meeting of shareholder no. 1/2013 which will be held on December 19, 2013, by acquiring an affirmative vote of no less than three-fourth of the total shareholders attended the meeting and are eligible to vote.
2) The parties involved and their relationship with the listed companyPurchaser: Rayong Purifier Public Company Limited Seller: Bangkok Crystal Company Limited and/or Goodwill Marketing Company LimitedRelationship: The seller has no relationship with the Company
3) The general characteristic of the transactions and volume of the transactions 3.1) The general characteristic of the transactions
The Company will acquire common shares of TPP from Bangkok Crystal Company Limited and/or Goodwill Marketing Company Limited, who have no relationship with RPC, in an amount of 31,500,000 shares from the total of 105,000,000 shares after TPP capital in-crease at the total value of THB 900,112,500 (nine hundred million one hundred twelve thousand five hundred Baht). Finally, the Company will hold 30% of TPP’s registered and paid-up capital at the closing date.
3.2) Volume of the transactions
The Transaction is considered as an acquisition transaction according to the Notification of the Stock Exchange of Thailand Re: Disclo-sure of Information and Actions of a Listed Company on Acquisition or Disposition of Assets B.E. 2547 and the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets. The Company calculated the transaction size from the financial statement as 30, 2013 on the following criteria:
1) Net tangible assets criteria To compare the value of Net Tangible Asset (NTA) of TPP as of December 31, 2012 to the value of the net assets of the Company as of
September 30, 2013 which include the proceeds from the capital increase of Private Placement (P/P) as of November 11, 2013 accord-ing to the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Actions of a Listed Company on Acquisition or
Attachment 2
Disposition of Assets B.E. 2547 no. 10 which states that financial statement shall be adjusted to reflect the transactions occurring after the date specified in the financial statement until the date of the decision to enter into such transactions.
NTA of TPP as of December 31, 2012 1,336.99 Million 30% of NTA of TPP as of December 31, 2012 401.10 MillionNTA of RPC consolidated financial statement as of September 30, 2013 785.48 Million NTA of RPC after adjusting capital increasing transaction 1,059.38 MillionThe proportion of the NTA of TPP acquired to NTA of the Company 37.86%
NTA of RPC from consolidated financial statement as of September 30, 2013(Unit: THB Thousand) Consolidated
Total assets 2,557,314Less Intangible assets (8,288)Less Total liabilities (1,754,638)Less Non-controlling interest (8,910)NTA of RPC from the financial statement 785,478Adjust Capital increasing transaction 273,901NTA of RPC after adjusting 1,059,379
2) Net income criteria - None due to net loss -
3) Value of consideration received criteria • The total value of consideration received 900.11 Million• Total asset of the Company in Consolidated Financial Statement 2,557.31 Million as of September 30, 2013 Total asset of the Company after adjusting capital increasing transaction 2,831.22 Million• The proportion of value of consideration received to total asset of the Company 31.79%
4) Value of securities issued as a consideration for the assets acquired criteria - None as there are no securities issued as a consideration - Hence, under the Value of Consideration criteria gives the maximum value among all criteria as a size of the transaction can conclude
to be 37.86% of book value of net tangible assets. And size of transaction after combining acquisition occurring during the 6 months period prior will equal to 37.86%, which is above 15%, but below 50%. The Transaction is classified as a Class 2 according to the Notification of the SET Re: Disclosure of Information and Actions of a Listed Company on Acquisition or Disposition of Assets B.E. 2547 and the Notifica-tion of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisi-tion or Disposal of Assets. Therefore, the Company shall prepare a report disclosing to SET and submit a written notice of its decision to enter into a Class 2 transaction on its shareholders within 21 days from the date of disclosure of information to the SET, disclosing at least the informationspecified in Schedule (1) annexed hereto.
4) Detail of the assets acquisition Common shares of TPP in portion of 30.00% of total registered and paid-up capital at the closing date or equal to 31,500,000
shares from the total 105,000,000 shares after TPP capital increase.
Attachment 2
a) General InformationName of company : Thai Public Port Co., Ltd. Established : November 7, 1989Registered Capital : 420,000,000 BahtPaid-up Capital : 420,000,000 BahtNo. of total shares : 52,500,000 sharesPar value : 8 Baht per share
As the TPP’s Board of Directors’ Meeting No. 2/2013 on October 17, 2013 resolved to increase the registered capital in an amount of 420,000,000 Baht by issuing 52,500,000 newly issued common shares. The details of registered capital of TPP after capital increase are as follow;
Registered Capital : 840,000,000 BahtNo. of total shares : 105,000,000 sharesPar value : 8 Baht per shareProportion of shares holding before acquisition : NoneProportion of shares holding after acquisition : 30.00%Name of Directors : 1. Mr. Sombath Phanichewa 2. Mr. Tanet Phanichewa 3. Mr. Kerati Phanichewa 4. Mr. Rouengsak Chouvarat 5. GEN. Suebsan Dardarananda 6. Mrs. Sirinet Janvatanavit 7. Ms. Sirima Phanichewa 8. Ms. Sirivan Phanichewa 9. Ms. Chaveewan SirichansawangName of Shareholders and Proportion
No. Name – Surname No. of Shares No. of Shares Proportion (Before) (After) 1. Goodwill Marketing Co., Ltd. 21,076,554 42,153,108 40.15% 2. Pong Erawan Co., Ltd. 16,798,446 33,596,892 32.00% 3. Bangkok Crystal Co., Ltd. 13,130,000 26,260,000 25.01% 4. The Siam Chemicals Public Company Limited 390,625 781,250 0.74% 5. Mr. Jira Ratanarat 332,500 665,000 0.63% 6. Mr. Tanet Phanichewa 138,571 277,142 0.26% 7. Mr. Sombath Phanichewa 135,911 271,822 0.26% 8. Mr. Nopphadol Ramayarupa 125,000 250,000 0.24% 9. Mr. Ruangsak Chaowarat 46,172 92,344 0.09%10. Mr. Chartsiri Sophonpanich 40,200 80,400 0.08%11. Others (118 persons) 286,021 572,042 0.54%
Total 52,500,000 105,000,000 100%
Attachment 2
Shareholders structure after the Transaction
No. Name – Surname No. of Shares Proportion 1. Bangkok Crystal Co., Ltd. and/or Goodwill 36,913,108 35.16% Marketing Co., Ltd. 2. Pong Erawan Co., Ltd. 33,596,892 32.00% 3. Rayong Purifier Public Company Limited 31,500,000 30.00% 4. The Siam Chemicals Public Company 781,250 0.74% Limited 5. Mr. Jira Ratanarat 665,000 0.63% 6. Mr. Tanet Phanichewa 277,142 0.26% 7. Mr. Sombath Phanichewa 271,822 0.26% 8. Mr. Nopphadol Ramayarupa 250,000 0.24% 9. Mr. Ruangsak Chaowarat 92,344 0.09% 10. Mr. Chartsiri Sophonpanich 80,400 0.08% 11. Others (118 persons) 572,042 0.54% Total 52,500,000 100%
Operating Assets:TPP is an operator of deep sea port and liquid tank farm which is located on Thatavavong, Si-Chang Island, Chonburi Province with
total area of 240 Rai 1 ngarn 53 sq.wah. Currently, the existing project is operating on a 100 Rai area and there are areas of approximately 100 Rai available for developing new project. However, TPP is on the process of asking for concession on the land adjacent to the sea from the Ministry of Interior with total area of 103 Rai 3 Ngarn 41 sq.wah., where the pipeline between port and tank farm is located.
TPP business can be separated into 2 major businesses as follows;1) A deep sea berth comprising 4 berths. Details of each berth are as follows;* Berth no. 1 provides a sheltered deep water port with natural water depths of up to 16.80 meters and be able to accommodate ves-
sels of up to 100,000 DWT and is equipped with 4 loading arms which can load crude oil, fuel oil and Jet – A1.* Berth no. 2 provides a sheltered deep water port with natural water depths of up to 15 meters and be able to accommodate vessels
of up to 10,000 DWT and is equipped with 2 loading arms which can load crude oil, fuel oil and Jet – A1. * Berth no. 3 provides a sheltered deep water port with natural water depths of up to 11 meters and be able to accommodate vessels
of up to 5,000 DWT and is equipped with 1 loading arm which can load crude oil, fuel oil and Jet – A1.* Berth no. 4 provides a sheltered deep water port with natural water depths of up to 10 meters and be able to accommodate vessels
of up to 5,000 DWT and is equipped with 1 loading arm which can Jet – A1.
Attachment 2
2) A tank farm comprising 14 tanks. Details of each tank are as follows;
Tank No. Storage Type Capacity (million Litres)* T-961 Crude oil 46.787071 T-962 Jet – A1 46.827376 T-963 Crude oil 46.765687 T-964 Crude oil 46.787071 T-975 Jet – A1 57.990914 T-976 Jet – A1 58.040267 T-981 Fuel oil 3.762454 T-982 Fuel oil 3.956286 T-983 Crude oil 3.960341 T-984 Fuel oil 3.977025 T-985 Fuel oil 6.772722 T-986 Fuel oil 6.769323 T-987 Fuel oil 6.771625 T-988 Fuel oil 6.763067 Total 345.931229* Capacity permitted
Moreover, TTP has planned to expand its tank farm, which will be developed on the available area in the existing project and on the expanded vacant land as well. Currently, TPP has acquired the permit for developing the new tanks, which once the construction is com-pleted, TPP will have additional capacity of 407.51 million litres and will have total storage capacity of 753.44 million litres.
b) Financial Information 31 Dec 2011 31 Dec 2012 (Unit: Baht) (Audited) (Audited) Balance sheet Total Assets 1,437,714,394.91 1,422,334,124.83 Total Liabilities 146,189,677.89 85,341,146.44 Paid-up capital 420,000,000 420,000,000 Shareholder’s equity 1,327,524,717.03 1,336,992,978.39 No. of shares 52,500,000 52,500,000 Book value (Baht per share) 25.3 25.5 Income StatementTotal Revenue 190,796,008.98 153,652,930.89 EBIT 56,702,731.48 17,346,229.07Net Profit (Loss) 43,921,757.37 9,468,261.36 Earnings per share (Loss) 0.84 0.18
5) Total Value of Considerations for the Acquired Assets 5.1) Total Value of Considerations Total value of considerations for TPP shares, in portion of 30% of registered and paid-up capital
on closing date, or equal to 31,500,000 shares from the total of 105,000,000 shares after TPP capital increase, is equal to THB 901,112,500 which will be paid in full by cash. 5.2) Term of Payment - Paid by THB 200,000,000 on SPA signing date or within 45 days after shareholders approval. - The remaining in amount of THB 700,112,500 must be paid within April 18, 2014.
Attachment 2
6) Value of Asset Acquisition According to TPP’s audited financial statement as of 31 December 2012, book value of TPP common in portion of 30% of registered
and paid-up capital as of 31 December 2012 is equal to 401.10 million Baht
7) Basis for Determination of Consideration Value Consideration value is upon agreed price by both parties. 8) Benefit expected to be obtained by the listed company as the result of the transaction
• Benefit from business diversification by investing in potential business. • The Company will receive Project IRR between 16.70% - 20.77% and Equity IRR between 10.00% - 13.64%. If the Company can develop additional project on available area, the project IRR will be higher. • To create stability of firm’s operation and to reduce the risks from being unqualified for listed company and delisting. • To create value added to firm and shareholders. • Company has opportunity from investment by using its operational skill to support and develop additional project on available area of TPP.
9) Planning of usage fund The Company’s working capital and/or proceeds from the capital increase. 10) Opinion of the Board of Directors concerning a decision to enter into a transaction
The board of directors has considered and opined that the transaction to acquire TPP shares is appropriate and is beneficial to the Company. The transaction can diversify business risk by investing in a potential business that has growth potential. The investment has project IRR between 16.70% - 20.77% and equity IRR between 10.00% - 13.64%. Moreover, the Company will have the opportunity to enhance the return from investment by developing additional projects on available area.
11) Opinion of the Company’s Audit Committee and/or directors which are different from the opinion of the Board of Directors - None -
2. The responsibility of director for informationWe, Mr. Satja Janetumnugul and Mr. Supapong Krishnakan, as authorized directors of the Company, have reviewed the information
in this memorandum carefully and hereby certify that the information in this memorandum is correct, complete, and does not make other misunderstand or missing important point.
3. General Information and Nature of Business Company Name : Rayong Purifier Public Company LimitedHead Office Address : 1010 Shinawatra Tower III, 14TH Floor, Viphavadi Rangsit Rd., Chatuchak, Chatuchak, Bangkok 10900.Certification of Company : 0107546000202Company’s website : www.rpcthai.comTelephone : 02-515-8600Fax : 02-791-1818Factory Address : 7/3 Pakom Songkrohrad Rd., Tambol Map-taphud, Amphur Muang-Rayong, Rayong Province 21150Register : Thailand Securities Depository Co., Ltd.Auditor : Ms. Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No. 3853 Ernst & Young Office Limited
1) Nature of Business The Company operates an oil refinery which has total capacity 17,000 barrels per day or approximately 80 million liters per month.
The Company refines condensate residue, raw material received from the by-product from the operation of PTT Global Chemical Public Company Limited (formerly known as PTT Aromatics and Refining Public Company Limited), into good quality petroleum products and pet-rochemical such as diesel fuel, fuel oil, and chemicals. Moreover, the Company procures Benzene 95, Gasohol 95 and Gasohol 91 from others refinery plant to serve customers’ need. The Company also manages oil depot at Rayong to facilitate for purchasing and delivering to customers. Currently, the Company has suspended its production for an unknown period because PTT Public Company Limited (“PTT”) has stopped delivering the main raw materials since February 1, 2012.
2) Shareholders Structure and Management Structure
List of top 12 major shareholders as of 8 May 2013 including adjustment of the proceeds from private placements is as follows:
Attachment 2
As of 8 May 2013 /1
Amount of Proportion shares (%) 1. Mr. Wichai Thongtang 200,000,000 24.91 2. Petro-Instruments Company Limited 158,293,625 19.72 3. Mr. Metta Banturngsuk 73,000,000 9.09 4. Mr. Tawat Ungsuprasert 20,035,375 2.50 5. Ms. Prinnee Janetumnugul 17,908,575 2.23 6. Ms. Montana Janetumnugul 15,542,700 1.94 7. Mrs. Matthana Ungsuprasert 13,999,875 1.74 8. Mr. Piti Thammamongkol 10,030,900 1.25 9. Mr. Satja Janetumnugul 9,312,375 1.16 10. Mr. Supapong Krishnakan 8,309,075 1.03 11. Suesakul Body of Person by Mrs. Parinya Khancharoensuk 6,666,250 0.83 12. Thai NVDR Company Limited 6,540,281 0.81 13. Others 263,231,198 32.78 Total 802,870,229 100.00 Note:/1 Include adjustment of the proceeds received from private placement to 2 shareholders
List of Board of Director as of 15 November 2013 is as follows:
List of Executive Management as of 15 November 2013 is as follow:
Name of shareholder
Name – Surname Position
1. Mr. Satja Janetumnugul Chairman
2. Mr. Supapong Krishnakan Director
3. Mr. Suwinai Suwanhirunkul Director
4. Mr. Suthat Khancharoensuk Director
5. Mr. Arnooparp Chamikorn Independent Auditor / Audit Committee
6. Mr. Bibit Bijaisoradat Independent Auditor / Audit Committee
7. Mr. Chirdsak Kukiattinun Independent Auditor / Audit Committee
Name – Surname Position
1. Mrs. Siraporn Krishnakan President2. Mrs. Supannee Tanchaisrinakorn General Manager Finance &
Administration Function (Acting)
3. Mr. Wasan Sutrong General Manager Manufacturing Function
4. Ms. Kallaya Klaithong General Manager Business Development Function
Attachment 2
3) Financial status and operating results
3.1) Consolidated financial statement of the Company and its subsidiaries for year 2010 – 2012 and 9
months ended 30 September 2012 and 2013
Income statement
Unit: Million Baht
Consolidated Financial Consolidated fifinancial Statements for 9 Months statements
2013 2012 2012 2011 2010Revenues Sales – Net 2,469.61 5,733.94 6,653.57 24,211.67 19,544.49Service income 63.53 114.36 146.99 195.78 166.55Other income 39.21 96.80 135.34 44.95 32.89 Total revenues 2,572.35 5,945.10 6,935.90 24,452.40 19,743.93 Expenses Cost of sales 2,320.06 5,550.45 6,423.42 23,342.81 18,893.63Cost of services 47.16 82.83 110.23 156.08 142.01Selling expenses 55.19 57.63 63.25 120.61 103.10Administrative expenses 235.18 344.84 459.43 472.61 348.05Allowance for doubtful debts 7.77 1.88 - - - Total expenses 2,665.36 6,037.63 7,056.34 24,092.12 19,486.80Profit (loss) before share of profit (loss) from investments in associates, finance cost andincome tax expenses (93.01) (92.53) (120.44) 360.28 257.13 Share of profit (loss) from investments in associates 26.19 (1.28) (2.08) (4.62) (1.40)Profit (loss) before finance cost and income tax expenses (66.81) (93.81) (122.52) 355.66 255.73 Finance cost (1.45) (11.67) (12.76) (67.36) (54.13) Income tax 3.53 0.96 (0.22) (115.30) (9.19)
Profit (loss) for the period (64.73) (104.52) (135.50) 172.99 192.42Profit (loss) attributable to Equity holders of the Company (65.77) (102.99) (133.59) 170.73 195.99Non-controlling interests of the subsidiaries 1.04 (1.52) (1.91) 2.26 (3.58)
(64.73) (104.52) (135.50) 172.99 192.42
Statement of financial position Unit: Million Baht Consolidated financial Statements 30 September 2013 2012 2011 2010 Assets Current assets Cash and cash equivalents 228.35 618.18 523.8 203.38
Attachment 2
Current investments 272.70 228.99 90.41 44.00
Trade and other receivables 87.42 107.72 620.53 640.80
Inventories 57.25 73.47 1,064.37 1,381.47Short-term loans to and interest receivable from unrelated parties 3.40 0.40 3.10 1.00Short-term loans to related parties - - 1.58 1.50Current portion of long-term loans to unrelated parties 0.51 0.49 0.89 0.84Other current assets 63.40 24.49 157.29 175.44 Total current assets 713.04 1,053.74 2,461.98 2,448.43Non-current assets Pledged deposits at banks 266.18 87.30 97.78 90.00 Long-term loans to unrelated parties 1.26 2.65 3.06 3.95 Investments in associates 523.45 421.34 125.65 2.57 Property, plant and equipment 997.82 1,077.31 1,319.88 1,755.64 Intangible assets 8.29 10.21 12.84 15.98 Deferred tax assets 10.09 - - - Other non-current assets 37.20 37.93 46.31 47.20 Total non-current assets 1,844.28 1,636.73 1,605.52 1,915.37Total assets 2,557.31 2,690.47 4,067.50 4,363.81
Unit: Million Baht Consolidated financial statements 30 September 2013 2012 2011 2010 Liabilities and shareholders’ equity Current liabilities Short-term loans from financial institutions 8,75 - 275.00 475.63 Trade and other payables 1,683.75 1,770.60 1,596.40 1,489.61 Short-term loans from unrelated parties 1.69 1.69 12.69 2.59 Current portion of long-term loans from financial institution - - 140.00 79.06 Current portion of long-term loans from unrelated parties - - 24.00 - Current portion of long-term loans from related parties - - 207.00 - Current portion of liabilities under finance leases 2.70 2.94 44.70 25.58 Income tax payable - 0.14 19.14 3.54 Provision for termination benefits - - 80.86 - Other current liabilities 15.76 15.26 46.60 133.19 Total current liabilities 1,712.65 1,790.63 2,446.39 2,209.19Non-current liabilities Liabilities under finance leases - - - 278.58 Long-term loans from unrelated parties - - - 24.00
Attachment 2
Long-term loans from related parties - - - 292.00
Liabilities under finance leases 1.51 3.55 69.90 51.35
Deferred tax liabilities 31.83
Provision for long-term employee benefits 8.35 3.06 2.72 24.30
Rental deposit - - 0.39 37.93
Provision for decommissioning costs 0.30 - - -
Total non-current liabilities 41.99 6.62 73.02 708.16
Total liabilities 1,754.64 1,797.25 2,519.41 2,917.35
Unit: Million Baht Consolidated fi financial statements 30 September
2013 2012 2011 2010
Shareholders’ equity
Registered and paid capital
529,870,229 ordinary shares of Baht 1 each 529.87 529.87 529.87 529.87
Premium on ordinary shares 335.07 335.07 335.07 335.07
Retained earnings
Statutory reserve - the Company 84.41 80.30 80.35 53.05
Unappropriated (deficit) (282.89) (235.07) 400.67 218.34
Other components of shareholders’ equity 127.32 174.64 195.34 217.89
Equity attributable to owners of the Company 793.77 884.81 1,541.30 1,354.22
Non-controlling interests of the subsidiaries 8.91 8.42 6.79 92.23
Total shareholders’ equity 802.68 893.22 1,548.09 1,446.45
Total liabilities and shareholders’ equity 2,557.31 2,690.47 4,067.50 4,363.81
3.2) Explanation and Analysis of Financial Position and Operating Results
Operating results
Revenues In 2010, 2011 and 2012, the Company recorded a total sales and service incomes of THB 19,743.93 million, THB 24,452.40 million
and THB 6,935.90 million, respectively. Total revenues comprised mainly of sales revenue which accounted for 98.99%, 99.02% and 95.93% of total revenues, respectively. In 2011, sales increased by THB 4,667.18 million due to average gas oil price increased from 124 USD/BBL in 2011 compared to 89 USD/BBL in 2010. However, in 2012, the Company has to shut down its refinery plant because PTT stopped supplying raw material to the Company; therefore, the Company did not have revenues from refinery which is the main business and sales revenue decreased by THB 17,558.10 million.
For the 9 months of year 2012 and 2013, the Company recorded total revenues of THB 2,572.35 million and THB 5,945.10 million,
respectively. Total revenues comprised mainly sales revenues which equal to THB 2,469.61 million and THB 5,733.94 million or equivalent to 96.01% and 96.45% of total revenues, respectively. Sales revenue decreased by THB 3,372.75 million for 9 months of year 2013 or equivalent 56.73% compared to the same period of pervious year. It affected from PTT stopped supplying raw material to the Company since 1 February 2012. Moreover, sales revenue also decreased from decreasing in branch and stop selling ULR91.
Attachment 2
Cost of Goods sold In 2010, 2011 and 2012, the Company recorded cost of goods sold of THB 18,893 million, THB 23,342.81 million and THB 6,423.42
million, respectively. Cost of goods sold comprised mainly cost of condensate residue which the Company bought from PTT. However, in 2012, cost of goods sold decreased significantly due to PTT stopped supplying raw material.
For 9 months of year 2012 and 2013, cost of goods sold equaled to THB 5,550.45 million and THB 2,320.06 million, respectively. It
decreased from the same period of previous year by THB 3,230.39 million or equal to 58.20% due to decreasing in sales revenues which affected from PTT stopped supplying raw material since 1 February 2012. Moreover it affected from decreasing in branch and stop selling ULR91.
Selling Expense and Administrative ExpenseIn 2010, 2011 and 2013, the Company recorded the selling and administrative expensed of THB 451.15 million, THB 593.22 million
and THB 522.68 million, respectively. The majority comprised transportation expenses, selling expenses, employee expenses, office ex-penses, management compensation, advisory expenses and others. Selling and administrative expenses continually increased because in year 2011 the Company paid compensation to directors for previous year, in year 2012 and 2013 the Company paid the financial and legal advisory.
For 9 months of year 2012 and 2013, the company recorded selling and administrative expenses of THB 402.47 million and THB 290.37 million, respectively. It decreased from the same period of previous year by THB 112.10 million or equivalent to 27.85% due to PTT stopped supplying raw material since 1 February 2012. Therefore, the Company had to lay off employees and resulted in decreasing in administrative expenses.
Net Profit (Loss)In 2010, 2011 and 2012, profit (loss) equaled to THB 192.42 million, THB 172.99 million and THB (135.50) million, respectively. Net
profit in year 2011 decreased because the Company had to pay corporate tax meanwhile the Company did not pay tax in year 2010 due to tax loss carry forward. The company has loosened from year 2012 onwards because Company had to shut down the refinery plant. Although there still be revenues from other businesses such as retail business, it could not be afforded to bear selling and administrative expenses.
Net loss for 9 months of 2012 and 2013 equaled to THB (104.52) million and THB (64.73) million, respectively. Net loss of year 2013 is less than the same period of previous year due to PTT’s stopped supplying raw material to the company since 1 February 2012 and it resulted in decreasing in selling and administrative expenses.
Financial position
AssetsAs of 31 December 2010, 2011 and 2013, the Company had total assets of THB 4,363.81 million, THB 4,067.50 and THB 2,690.47
million, respectively. The majority of assets comprised cash and cash equivalents, trade and other receivables, inventories and property, plant and equipment, which is equivalent to 91.23%, 86.75% and 69.75% of total assets in year 2010, 2011 and 2012, respectively. In 2011, decreasing in assets was a result of decreasing in value of inventories and property, plant and equipment. In 2012, the assets of the Company decreased significantly due to shutting down the operation of refinery. The Company had to sale out the existing inventories which was a result in decreasing in inventory from THB 1,064.37 million in 2011 to THB 73.47 million in 2012.
As of 30 September 2013, the Company had total assets of THB 2,557.31 million. The majority of assets comprised cash and cash equivalents, pledged deposits at bank, investment in associates and property, plant and equipment which was equivalent to 78.83% of total assets. The Company’ assets had slightly decreased from year 2012 due to asset’s depreciation and amortization.
LiabilitiesAs of 31 December 2010, 2011 and 2012, the Company had total liabilities of THB 2,917.35 million, THB 2,519.41 million and THB
1,797.25 million, respectively. The majority of liabilities comprised trade and other payables which was equivalent to 51.06%, 63.36% and 98.52% of total liabilities, respectively. The Company’s liabilities continually decreased due to the discontinued operations of the refinery business, the Company did not need to use short-term loans from financial institutions which was a result of decreasing in short-term loans from financial institutions, long-term loan from financial institution and liabilities under finance leases had decreased, which equaled to THB 1,228.79 million, THB 773.29 million, THB 8.18 million in year 2010, 2011 and 2012, respectively.
Attachment 2
As of 30 September 2013, the Company had total liabilities of THB 1,754.64 million. The majority of liability is trade and other pay-ables which was equivalent to 95.96% of the Company’s total liabilities. The total liabilities had slightly decreased from year 2012 due to decreasing in trade and other payable which was a result of decreasing in cost of goods sold.
Shareholders’ equities As of 31 December 2010, 2011, 2012 and 30 September 2013, the Company had shareholders’ equities of THB 1,446.45 million,
THB 1,548.09 million, THB 893.22 million and THB 802.68 million, respectively. The shareholders’ equities increased in year 2011 due to positive performance. But for year 2012, the shareholders’ equities decreased because the Company’s operating performance signifi-cantly declined and paid for dividend in amount of THB 522 million. In 2013, the company’s operating performance is continually negative which was recorded increasing in retained loss.
4) Financial Liabilities and ObligationAs of 30 September 2013, the Company and its subsidiary had financial liabilities and obligation in amount of THB 306 million. The
detail is as follows; Description Amount (Million Baht) Credit line 100.00 Letter of guarantees for oil 200.00 Letter of guarantees for electricity 6.00 Total 306.00
5) Financial projection for current year (2013) (If any) which identify business, economy and industry assumption and also reviewed by auditor and independent financial advisory that have carefully reviewed the information.
- None -
4. Significant Legal Dispute or Claims.On 8 August 1995, the Company entered into a purchase agreement with PTT to purchase condensate residue raw materials that are
produced by PTT Global Chemical Public Company Limited in a quantity and at a price stipulated in the agreement. The agreement is on an evergreen basis, meaning that there is no specified termination date, and after the primary period of 15 years ends in 2012 it auto-matically renews for a second period. The agreement stipulated that the Company had to provide a bank guarantee of a certain amount as security against payment for goods purchased. The security will be returned to the Company upon either parties agree to expire the agreement or PTT defaults the agreement.
On 30 September 2009, PTT sent a letter informing the Company of the cancellation of the condensate residue raw materials pur-chase agreement, and requesting termination of the agreement upon completion of the 15-year term (Primary period) in 2012 even though the Company did not breach the agreement and the cancellation was contrary to the purpose of the agreement. The Company and the Company’s legal advisor are of the opinion that the agreement cannot be terminated since it is a long-term reciprocal agreement, and it stipulates the requirement that the Company invest in the construction of a plant to refine condensate residue of a specification that would be sourced only from PTT, and not to resell the raw materials in the same condition they are received from PTT. The agreement therefore includes a stipulation that the agreement is made on an evergreen basis, meaning that there is no specified termination date and the agreement will automatically remain in force upon completion of the first 15-year term (Primary period) and the following periods. In addition, the agreement can only be terminated with the consent of both counterparties or in the event that either party breaches the agreement. The Company has not breached any conditions of the agreement. On this basis, the Company is confident that the agree-ment cannot be terminated, while PTT has a different opinion. The Company has held discussions with PTT in order to seek a resolution that would be fair to both parties, but no resolution could be found. Consequently, to maintain the rights of the shareholders guaranteed and protected by law, the Company used the judicial process to make a final determination on the matter, and submitted a petition to the Arbitration Office on 3 December 2009. On 27 August 2010, the Company lodged a lawsuit against PTT and PTTGC with the Civil Court, demanding PTT and PTTGC comply with the agreement with no specified termination date. Alternatively, if forcing PTT and PTTGC to comply with the agreement is impossible for any reason, then PTT and PTTGC should pay compensation to the Company totaling Baht 13,805,648,806.91. Consequently, the Company submitted a petition to amend the amount of the claim, to request additional compen-sation, totaling Baht 29,368,397,797.76. The Arbitration Office allowed the request. A presiding arbitrator has now been appointed to the commercial dispute which is under formal arbitration proceedings and the Civil Court has ordered the ongoing litigation be temporarily struck off in order to await the decision of the Arbitration Office. The outcomes of the arbitration and litigation cannot be determined at this stage and depend on the future judicial process.
Attachment 2
Subsequently, on 30 November 2011, during the formal arbitration proceedings, the Company received a raw material delivery plan from PTT, which is part of the normal business cooperation process between the Company and PTT, and found that such plan specified that raw materials would only be delivered until January 2012. PTT has stopped delivering raw materials to the Company since February 2012 in breach of clause 15.5 of the agreement, which specifies that PTT should comply with the agreement until a final arbitration judg-ment is made. This has forced the Company to cease production since it had no supply of its main raw materials from PTT.
Subsequently, the Company submitted a request to cancel its demand to force PTT to comply with the agreement. On 5 July 2012, the Arbitration Office allowed the Company to cancel such issue.
The above dispute between the Company and PTT caused the Company to exercise its right to submit claims for compensation of not less than Baht 29,000 million to the Arbitration Office (Black dispute No.114/2552) and the Civil Court (Black case No. 3162/2553) due to PTT’s breach of agreement, and the Company exercising its rights to undertake court action and arbitration in order to pursue these claims. The Company has exercised lien over the last payment for condensate residue, amounting to Baht 1,518 million (net of bank guar-antee) as part of the compensation it is claiming from PTT.
In June 2012, the Company was informed by the Dispute Office, Office of the Court of Justice that PTT had submitted the dispute to the Arbitration Office as Dispute Black Case No. 78/2555, requesting the Company to pay principal together with interest totaling Baht 1,555 million to PTT. At present, the Company submitted statements of dispute and the commercial dispute is on process of nominating arbitrator.
In 2012, the Company was a defendant in labor lawsuits before Sector 2 Labor Court, brought by employees making claims for com-pensation on the grounds of unfair dismissal. The dismissals were consequence of PTT Public Company Limited stopping delivery of raw materials from February 2012, forcing the Company to cease production indefinitely. The claims for unfair dismissal total Baht 87 million. In July 2013, the Court ordered the Company to pay damages totaling Baht 1.9 million. The Company appealed the judgment of Sector 2 Labor Court in September 2013. Currently it is under consideration of Supreme Court.
Attachment 2
5.
Inte
rest
or c
onne
cted
tran
sact
ions
bet
wee
n th
e lis
ted
com
pany
and
dire
ctor
s, m
anag
emen
t and
sha
reho
lder
s di
rect
ly or
indi
rect
ly ho
ldin
g sh
ares
am
ount
ing
to 1
0% to
mor
e, in
clud
ing
the
natu
re o
f the
tran
sact
ion
or th
e in
tere
sts;
Refe
r to
Cons
olid
ated
Fin
anci
al S
tate
men
t as
of S
epte
mbe
r 30,
201
3, th
e Co
mpa
ny h
as th
e co
nnec
ted
trans
actio
ns w
ith d
irect
ors,
Man
agem
ent a
nd
shar
ehol
ders
dire
ctly
or in
dire
ctly
hold
ing
shar
es a
mou
ntin
g to
10%
as
of. T
he d
etai
ls of
tran
sact
ion
are
as fo
llow
s;
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Petro
Ins
trumen
t Corp.,
Ltd. / E
lectric
com
po-
nents distrib
utor.
Mr.
Satja
Jan
etum
nugu
l, Com
-pa
ny d
irector a
nd sha
reho
lder
holding
1.76
% a
nd M
r. Su
that
Khan
charoe
nsuk
, Com
pany
director a
nd sha
reho
lder h
old-
ing
0.00
008%
, are
the
direc-
tors a
nd sha
reho
lders ho
lding
in P
etro Ins
trumen
t Corp., Ltd.
22%
The
Com
pany
provide
s man
agem
ent se
rvice.
Acco
unt rece
ivab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
SC
T Sa
hapa
n Co., Ltd.
prov
ides
building
con-
struction.
Service
reve
nue
Acco
unt Re
ceivab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Retention
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
0
.04
-
(0.04)
-
0
.10
-
0
.10
(0.10
)
-
1
.62
-
(1.62)
-
-
-
-
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
normal b
usi-
ness c
onditio
ns a
nd set o
ut b
ased
on
marke
t price
which
is be
nefic
ial
to the
bus
ines
s op
erations
of the
compa
ny.
The
trans
actio
n is a
normal b
usi-
ness c
onditio
ns a
nd set o
ut b
ased
on
marke
t price
which
is be
nefic
ial
to the
bus
ines
s op
erations
of the
compa
ny.
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
The
Com
pany
borrows
long
-term loa
n.Lo
ans Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
72
.50 -
(72.50
) -
0.19
0.38
(0.57) -
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd
be b
enefi
cial to
the
busine
ss
operations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
World E
ntertainmen
t Te
levision
Co., Ltd. /
Cab
le T
V prov
ider.
Mr.
Satja
Jan
etum
-nu
gul, Com
pany
dire
ctor
and
shareh
olde
r ho
lding
1.76
%, is a
dire
ctor o
f
World e
ntertainmen
t television
Co., Ltd.
The
Com
pany
borrows
long
-term loa
n.Lo
ans Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
6.00
-
(6.00)
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd
be b
enefi
cial to
the
busine
ss
operations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
0.02
0.03
(0.05)
-
-
-
-
-
Blue
Plane
t Co.,
Ltd. / A
irplane
ticke
t ag
ency
Mr.
Bibit Bijaisorad
at,
Com
pany
Ind
epen
dent
director, is a
dire
ctor o
f
Blue
Plane
t Co., L
td.
The
compa
ny p
ays
for
Airplane
ticke
t.Pu
rcha
se g
oods
/service
Acco
unt pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
0.33
0.03
0.33
(0.35)
0.01
0.33
0.01
0.33
(0.04)
-
The
trans
actio
n is a
normal b
usi-
ness c
onditio
ns a
nd set o
ut b
ased
on
marke
t price
which
is be
nefic
ial
to the
bus
ines
s op
erations
of the
compa
ny.
Thai G
ood
Petro
-leum
Co., Ltd. is an
Com
pany
assoc
iate./
Distrib
ution
of lub
ri-ca
nt o
il.
Mr.
Arno
oparp
Cha
mikorn,
Com
pany
ind
epen
dent
director a
nd M
rs. Sirapo
rn
Krishn
akan
, Com
pany
man
-ag
emen
t an
d sh
areh
olde
r ho
lding
0.00
008%
, are
Thai
Goo
d Pe
troleum
Co., Ltd.
The
Com
pany
len
ds to
Thai G
ood
Petroleu
m
Co., Ltd.
Loan
s rece
ivab
le -Be
ginn
ing
-Increa
se -De
crea
se
1.58
-
(1.58)
-
-
-
The
trans
actio
n is a
ppropriate.
The
compa
ny len
ds to
Thai G
ood
Petro
leum
Co., Ltd. in
prop
ortio
n of sha
reho
lding.
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
directors.
And
Com
pany
ho
lds 31
.67%
in
Thai G
ood
Petro
leum
Co., Ltd.
-En
ding
Accrue
d Interest R
e-ce
ivab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
-
0.10
0.09
(0.19)
-
-
-
-
-
-
Sammak
orn
Public
Com
pany
Lim
ited
/
Real E
state
Deve
lop-
men
t
Mr.
Bibit Bijaisorad
at, Com
-pa
ny Ind
epen
dent d
irector,
is a
dire
ctor o
f Sa
mmak
orn
Public C
ompa
ny L
imite
d.
Pure T
hai En
ergy
Co.,
Ltd. (Su
bsidiary) pa
ys
return o
f joint ve
nture
Acco
unt Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Pure T
hai En
ergy
Co.,
Ltd. (Su
bsidiary) se
lls
Fuel o
il.Sa
les Re
venu
eAc
coun
t Re
ceivab
le
0.55
-
0.55
(0.51)
0.04
0.84
0.55
0.04
0.55
(0.55)
0.04
0.63
The
trans
actio
n is a
normal b
usi-
ness c
onditio
ns a
nd set o
ut b
ased
on
marke
t price
which
is be
nefic
ial
to the
bus
ines
s op
erations
of the
compa
ny.
The
trans
actio
n is a
normal b
usi-
ness c
onditio
ns a
nd set o
ut b
ased
on
marke
t price
which
is be
nefic
ial
to the
bus
ines
s op
erations
of the
compa
ny.
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
0.06
0.84
(0.85)
0.05
0.05
0.63
(0.61)
0.07
Mon
gkol C
haipattana
Co., Ltd. / P
rope
rty
leas
e
Mr.
Bibit Bijaisorad
at, Com
-pa
ny Ind
epen
dent d
irector,
is a
dire
ctor o
f Mon
gkol
Cha
ipattana
Co., Ltd.
The
Com
pany
borrows
long
-term loa
n.Lo
ans Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
23
.00
-
(23.00
)
-
0.06
0.12
(0.18)
-
-
-
-
- -
-
-
-
Mrs. Piya
nuch
Ja
netumnu
gul
Ms.
Mon
tana
Ja
netumnu
gul
Mrs. Piya
nuch
Jan
etum
nugu
l is M
r. Sa
tja J
anetum
nugu
l’s
wife
, Com
pany
cha
irman
/Man
agem
ent director.
Com
pany
borrows
long
-term
loa
n fro
m M
rs.
Piya
nuch
Jan
etum
nugu
l an
d Ms. M
ontana
Jan
e tumnu
gul.
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
nefic
ial to the
bus
ines
s op
era-
tions
. Interest rate
equa
l to K
BANK
Minim
um O
verdraft
Rate (MOR
– 0.50
%) which
is 5.75
%
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Ms.
Mon
tana
Jan
etum
nugu
l is M
r. Sa
tja J
anetum
nug-
ul’s sister,
Com
pany
cha
ir-man
/Man
agem
ent director.
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Loan
s Pa
yable
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
71
.00
-
(71.00
)
-
0.19
0.36
(0.55)
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
nefic
ial to the
bus
ines
s op
erations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
Milady
Saiyo
od C
ha-
mikorn
Milady
Saiyo
od C
hamikorn
is a
Mr.
Arno
oparp
Cha
-mikorn’s mothe
r, Com
pany
inde
pend
ent director.
Com
pany
borrows
long
-term
loa
n fro
m M
ilady
Sa
iyoo
d Cha
mikorn.
Loan
s Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Accrue
d interest p
ayab
le B
eginning
-Increa
se -De
crea
se -En
ding
10
.00
-
(10.00
)
-
0.03
0.05
(0.08)
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
nefic
ial to the
bus
ines
s op
erations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
Attachment 2
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Mrs. Ru
angluc
kana
Ch
amiko
rn is
a M
r. Arno
oparp
Cha
mikorn’s wife
, Com
pany
inde
pend
ent director.
Mrs. Ru
angluc
kana
Ch
amiko
rn is
a M
r. Arno
oparp
Cha
mikorn’s wife
, Com
pany
inde
pend
ent director.
Com
pany
borrows
long
-term
loa
n fro
m a
bod
y of p
erso
ns b
y Mrs. Ru
-an
gluc
kana
Cha
mikorn
and
Ms. S
amnien
g Bo
onrasri.
Loan
s Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Compa
ny borrows long
-term
loan
from a bod
y of
person
s by M
rs.
Ruan
gluc
kana
Cha
mikorn
and Mr. Arpich
art
Cham
ikorn.
5.00
-
(5.00)
-
0.01
-
(0.01)
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
neficial to
the bu
siness op
erations.
Interest rate
equa
l to K
BANK
Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
The tra
nsaction is
approp
riate, increase
compa
ny liqu
idity and
be be
neficial to
the bu
siness op
eration
s. Interest rate
equal to KB
ANK
Minimum
Overdraft
Rate (MOR
– 0.5
0%) wh
ich is
5.75
%
Milady
Saiy
ood Ch
amiko
rnA
body
of pe
rson
s by
Mrs. Ru
angluc
kana
Cha
mikorn
and
Ms.
Samnien
g Bo
onrasri.
A bo
dy o
f pe
rson
s by
Mrs. R
uang
luckan
a Ch
amiko
rn and
Mr.
Arpich
art Ch
amiko
rn
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Loan
s Pa
yable
-B
eginning
-In
crea
se -D
ecreas
e -End
ing
Accrue
d interest p
ayab
le -B
eginning
-In
crea
se -D
ecreas
e -End
ing
5.00
-
(5.00)
-
0.01
-
(0.01)
-
-
-
-
-
-
-
-
-
A bo
dy o
f pe
rson
s of M
rs. Ru
angluc
kana
Cha
mikorn
and
Mr.
Arpirak
Cha
mikorn
Mrs. Ru
angluc
kana
Cha
mikorn
is a
Mr.
Arno
oparp
Cha
mikorn’s
wife, C
ompa
ny in
depe
nden
t director.
Com
pany
borrows
long
-term loa
n fro
m
a bo
dy o
f pe
rson
s by
Mrs. Ru
angluc
kana
Cha
mikorn
and
Mr.
Arpirak
Cha
mikorn.
Loan
s Pa
yable
-B
eginning
-In
crea
se -D
ecreas
e -End
ing
5.00
-
(5.00)
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
neficial to
the bu
siness op
erations.
Interest rate equal to KB
ANK
Minimum
Ove
rdraft
Rate (MOR
– 0.50
%)
which
is 5.75
%
Attachment 2
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
Accrue
d interest p
ayab
le -B
eginning
-In
crea
se -D
ecreas
e -End
ing
0.01
-
(0.01)
-
-
-
-
-
Mrs. Ru
angluc
kana
Cha
mikorn
is a
Mr.
Arno
oparp
Cha
mikorn’s
wife, C
ompa
ny in
depe
nden
t director.
6.00
-
(6.00)
-
0.02
-
(0.02)
-
-
-
-
-
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd
be b
enefi
cial to
the
busine
ss
operations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
A bo
dy o
f pe
rson
s by
Mrs. Ru
angluc
kana
Cha
mikorn
et a
lia.
The
Com
pany
borrows
a long
-term loa
n fro
m
A bo
dy o
f pe
rson
s by
Mrs. Ru
angluc
kana
Cha
mikorn
et a
lia.
Loan
s Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Accrue
d interest p
ayab
le -Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Inte
rest
or
Con
nect
ed
pers
on/B
usin
ess
Rel
atio
nshi
pNat
ure
/Typ
e of
tran
sact
ion
Year
201
2
(THB
millio
n)
9 m
onth
s Ye
ar
2013
(THB m
illio
n)
Nec
essi
ty a
nd r
easo
nabl
enes
s
of th
e tran
sact
ion.
1.00
-
(1.00)
-
-
-
-
-
Mr. Ta
wat U
ngsu
prasert
Mrs.
Parin
ya K
hanc
haroen
suk
Mrs. Pa
rinya
is a
Mr.
Suthud
Kha
ncha
roen
suk’s
wife
who
is a
director o
f the
Com
pany
.
Director a
nd h
old
6.43
%
of the
Com
pany
.
2.50 -
(2.50) -
-
-
-
-
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
nefic
ial to the
bus
ines
s op
erations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
The
trans
actio
n is a
ppropriate,
increa
se c
ompa
ny liquidity a
nd b
e be
nefic
ial to the
bus
ines
s op
erations
. Interest rate
equa
l to
KBAN
K Minim
um O
verdraft
Rate
(MOR
– 0.50
%) which
is 5.75
%
The
Com
pany
borrows
a long
-term loa
n fro
m
Mrs. Pa
rinya
Kha
ncha
r-oe
nsuk
.
Loan
s Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
The
compa
ny b
orrows a
long
-term loa
n fro
m M
r. Ta
wat U
ngsu
pras
ert.
Loan
s Pa
yable
-Be
ginn
ing
-Increa
se -De
crea
se -En
ding
Attachment 2
The
Boar
d of
Dire
ctor
s w
ould
like
to c
ertif
y th
at th
e in
form
atio
n co
ntai
ned
in th
is re
port
is tru
e an
d co
mpl
ete
and
will
not c
ause
any
m
isund
erst
andi
ng o
r lac
k of
info
rmat
ion
that
sho
uld
be d
isclo
sed
whi
ch m
ay c
ause
dam
age
to th
e sh
areh
olde
rs.
(Mr.
Satja
Jan
etum
nugu
l)Di
rect
or
(Mr.
Supa
pong
Kris
hnak
an)
Dire
ctor
Rayo
ng P
urifie
r Pub
lic C
ompa
ny L
imite
d