KW METAL WORK PUBLIC COMPANY LIMITED (KWM ... - SET

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- Information Memorandum -

K. W. METAL WORK PUBLIC COMPANY LIMITED (KWM)

Head Office 259/83 Sukhumvit 71 Rd. Phra Khanong Nuea, Wattana, Bangkok 10110

Tel: 02-391-3030 Fax: 02-381-4925

Website: www.kw-metalwork.com

Factory Location Eastern Seaboard Industrial Estate

300/142 Moo 1, Tarsit, Pluak Daeng District, Rayong 21140 (Factory 1)

Tel: 038-654-232 Fax: 038-954-233

300/138 Moo 1, Tarsit, Pluak Daeng District, Rayong 21140 (Factory 2)

Tel: 038-954-232 Fax: 038-954-233

Listing Date As at 1st October 2018 (Trading commencement on 1st October 2018)

Listing Securities Number of common shares: 420,000,000 Shares

Par value per share: 0.50 Baht

Total value: 210,000,000 Baht (THB)

Capital As of 1st October 2018 (Trading commencement)

Registered Capital; Common Shares: 210 million Baht

Paid-up Capital; Common Shares: 210 million Baht

Secondary Market Market for Alternative Investment (MAI)

Offering Price Total offering shares; 120,000,000 shares

1. 115,500,000 shares to public

2. 4,500,000 shares to KWM’s directors and employees

at the same price at THB 1.30 per share

Offering Date 19th – 21st September 2018

Objectives and plans for utilizing the capital increase

Objective Amount (THB) Period (approx.)

1. Repayment to financial institutions 75,000,000 Within 2019

2. Working Capital 70,800,000 Within 2019

Total offering proceeds 145,800,000

Noted: The capital increase in total amount of 156,000,000 Baht and deduct expenses in the amount of

10,200,000 Baht. The remaining proceeds are in the amount of 145,800,000 Baht

Green Shoe Option None

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Type of Business and Nature of Operation

K. W. Metal Work Public Company Limited (“The company” or “KWM”) focuses on manufacturing and

distributing agricultural equipment. The company also researches and develops quality of agricultural equipment.

Nowadays company manufactures Disc plough, notched, rear furrow wheel, chop plow, front blade dozer, and

screw flight under brand “Pegasus” which is the company’s brand. The company also an original equipment

manufacturer for other brands according to their design such as product of Siam Kubota Corporation Co., ltd.

which has to meet with Siam Kubota’s standard under brand “Tra Chang”. Screw flight can be used as a

complement in the screw conveyor, such as the conveyor for grains in silo, harvesters, and conveyor for concrete

in different kind of machineries and equipment.

1. Product type

1.1 Manufacture and distribution of agriculture equipment

KWM manufactures and distributes disc ploughs, chop plows, screw flights, front dozer blades, etc. By

bringing steel through forming process based on standard, KWM’s products can be divided into 4 categories.

Disc

Disc is a component of the disc plough, implements of tractor. Disc plough is used in soil preparation

process. Disc is made from special steel with the specific heat treatment process. KWM sells it under brand

“Pegasus”. The company also manufactures products for other brands according to their patterns such as

product of Siam Kubota Corporation Co., ltd. under brand “Tra Chang”. Disc is the main revenue of KWM. It

generated 53.04 percent of total revenue in 2015, 49.38 percent of total revenue in 2016, 49.86 percent of total

revenue in 2017 and 60.78 percent of total revenue in first six months in 2018. Majority customer of this product

is manufacturing and distributing agricultural machinery company. Disc can be specific into 3 groups as follows;

Picture of disc products; Furrow Disc, Disc, Notched disc

*Tractor is designed for the purposes of hauling a trailer, an implement or machinery used in agriculture such as tilling the soil or drag a trailer in agricultural area which other machines cannot access. **Source: www.siamkubota.co.th

Disc Furrow Disc Notched Disc

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- Disc can be divided into 2 types: Plough type and Harrow Type

Disc (plough type)

Disc (plough type) is steel that looks like circle pan. Discs are component of disk plough (a.k.a. disc

plow). Disk plough is an implement for tractors, using for primary tillage. Disc plough is used to till the soil in

new fields and to process in rocky and rooted areas because it can easily pass through obstacles. Disk plough

also turn over soil which makes weeds dead. In this process, it is depending on the angle of disc and its

diameter.

Picture: Disc used in disc plough Source: www.siamkubota.co.th

Disc (harrow type)

Disc (harrow type) is a steel that looks like circle pan. Discs are component of disk harrow. It is an

implement for tractors, using for secondary tillage after the primary tillage. It is used for loosening the soil and to

turn over the upper layer of soil, bringing fresh nutrients to the surface. Disc harrow is designed to work in many

types of soil. In some case, with appropriate type of soil, heavy duty harrows can use in the process of primary

tillage since it can split big soil into small soil.

Picture: Disc used in disc harrow Source: www.siamkubota.co.th

Disc are manufactured and distributed many sizes for an appropriate use of customers. Size of disc

plough that company produces are 16 inches, 18 inches, 20 inches, 22 inches, 24 inches, 26 inches, and 28

inches.

- Notched disc

Notched disc is steel that looks like circle pan which an edge is notched with peripheral call chop plow.

It is equipment for secondary tillage for loosen soil into small size. This implement also chop and blend the

residual or weed in the soil. In some case, Notched disc is used to chop the root or corn stump before using the

harrow disc.

- Furrow disc

Furrow disc or rear furrow wheel looks like circle flat coin which is different from other disc that has

curvature. Furrow disc is used to support disc plough or disc harrow to be moving into needed direction since

disc furrow will be set at 45-90 degree of the furrows.

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Disc plough

Picture: Disc plough Source: www.siamkubota.co.th

Design of disc plough must be considered with size and strength. In general, it composed with

rounded shape metal or boxed shape metal and attached with discs. Some types of plough are designed to

reduce the wild or with fewer discs. KWM’s disc ploughs are engineering designed and manufactured with high

quality steel for the good quality and durable.

Screw flight

*Note: harvester is a machine combine harvest process and thresh process in one place which consist of cut-off system, thresh system, and clean system. The system will work together from harvest to deliver rice kernel for split and clean it. At the end rice kernel will be delivering to pack in sacks.

**Source: www.siamkubota.co.th

The company’s screw flights have no joint and also are manufactured with cold forming process

which is better than hot forming process. Company used both steel and stainless material. Flights can be used in

conveying the materials such as paddy, plastic beads, powder, and scrap. Company can manufacture screw flight

in every size from 60mm. to 650 mm with clockwise screw or anti-clockwise screw. The screw flights can be

formed up over 3 meters long.

*

Screw Flight

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Front dozer blade

Company’s front dozer blade has no joint and is produced from high carbon steel which makes it

strong and stand for wearing. Front dozer blade is used as spare part, attached on the front tractor for fine

grading.

1.2 Trading of agriculture equipment

Adlertec Co., Ltd. (subsidiary company) is supplier and distributor of agricultural equipment such as

disc, disc plough, and front dozer blade. The company sells it under brand “Pegasus” which is marketing strategy

for acquire market sharing. The other purpose is to serve the different purchasing group for the spare part

sectors. Another is to keep the market sharing from rivals.

2. Revenue structure

Revenue type 2015 2016 2017 Jan – June 2017 Jan – June 2018

MB % MB % MB % MB % MB %

Sales Revenue

1. Revenue from disc 139.62 53.04 136.09 49.38 129.87 49.86 76.77 54.37 114.84 60.78

2. Revenue from disc

plough 61.58 23.39 58.20 21.12 41.59 15.97 24.28 17.20 30.54 16.17

3. Revenue from screw

flight 20.72 7.87 41.08 14.91 43.71 16.78 17.30 12.25 17.56 9.29

4. Revenue from front

dozer blade 39.13 14.87 38.81 14.08 41.28 15.85 20.98 14.86 23.46 12.42

5. Revenue from other

sales and services/1 1.24 0.47 1.29 0.47 2.17 0.83 0.16 0.11 0.00 0.00

Total 262.28 99.64 275.48 99.96 258.62 99.29 139.49 98.79 186.41 98.66

6. Other revenue/2 0.94 0.36 0.11 0.04 1.86 0.71 1.71 1.21 2.53 1.34

Total revenue 263.23 100.00 275.59 100.00 260.48 100.00 141.20 100.00 188.94 100.00

Noted: /1: Revenue from other sales and services are generated from sales of scrap, electrical equipment, and services

revenue and etc.

/2: Other revenues are generate from exchange rate, interests, others revenues and etc.

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3. Target Customers and distribution channels

The KWM is targeting on both direct channel and indirect channel.

3.1 Direct channel: Company sells its product to main customer as Siam Kubota Corporation Co., ltd.

and first tier suppliers which are listed by Siam Kubota Corporation Co., ltd., leading in agricultural machinery

manufacturer in Thailand.

3.2 Indirect channel: Company sells its products through retailer by company’s sales administrator as

they will allure target customer to buy their products, making a good relationship with their target customer and

do a market survey. Company separate sales administrator into 2 groups. Frist group focuses the customer in the

northeast of Thailand. Second group focuses the customer in the central, north, east, and west of Thailand.

Company didn’t have a southern group as it will be expanded in the future.

4. Sources of Supply

Company uses raw material, by using hot rolled coil in form of coin, roll, and square, to produce

company’s products such as disc, furrow disc, front dozer blade, and screw flight. The company purchases steel

for producing screw flight from supplier in Thailand and purchases steel for producing disc, furrow disc, and front

dozer blade from steel producers in China through the agents that will be responsible for coordinating from

sourcing suppliers and distributors of raw materials and visiting suppliers and distributors. The agents will

coordinate the order as well as the shipping process. As you can see, the agents are very important for raw

material procurement process because of language barrier and Chinese local culture that like to trade with

people using same language. Agents who act as coordinators will be paid commissions based on market rates.

The company purchasing policy is to purchase material from suppliers who are credible for credible for sourcing

and supplying steel, able to supply quality material and offer fair and reasonable price. KWM will order material

90 days in advance with agreed price, quantity and quality to assure that raw material in KWM’s stock meets the

customer satisfaction.

5. Market Competition

Company focuses on production quality to meet global standard by using good quality of raw material,

machine, and technology of production. Main customer of company is Siam Kubota Corporation Co., Ltd which

has high standard for sourcing the supplier. According to that standard, direct market competition of company is

only a few. Market competition of company can be separate into 2 groups as follows

5.1 Disc, notched disc, furrow disc, front dozer blade, and disc plough

Market for disc, notched disc, furrow disc, front dozer blade, and disc plough has low competition.

Even there are many producers and sellers in market, but there are only few that can produce products with

similar quality as our company do as follow;

Sammitr Autopart Co., Ltd.

Tang sia ping Metal Work Co., Ltd.

Kollakij Banpong 39 Co., Ltd.

Cholburi Muangthong Co., Ltd.

International Farming Equipment Co., Ltd.

5.2 Screw flight

Market for screw flight has moderate competition as majority of producers have their own factories

as Atom Manufacturing Co., Ltd.

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Performance of entrepreneurs that manufacturing and distributing similar product type

No. Name Objective

2015 2016* Note

Total

revenue

Total

asset

Net

profit

Total

revenue

Total

asset

Net

profit

(MB) (MB) (MB) (MB) (MB) (MB) 1 Sammitr

Autopart Co.,

Ltd

manufacturing leaf

spring

(distributing disc)

498.91 538.04 15.86 630.81 729.73 90.55 1

2 Cholburi

Muangthong

Co., Ltd

Manufacturing

agricultural

machine

(distributing disc

plough)

482.04 258.70 54.76 353.27 295.42 40.53 1

3 K.W. Metal Work

Co., Ltd

Manufacturing and

distributing disc,

disc plough, front

dozer blade, and

screw flight

263.21 330.49 27.79 275.58 324.68 35.78 1

4 Tang sia ping

Metal Work Co.,

Ltd

Offering service for

cutting and lathing

metal

(distributing disc)

474.37 514.46 16.48 432.07 1021.67 24.18 2

5 Kollakij Banpong

39 Co., Ltd

Manufacturing

agricultural

machine and

equipment

(distributing disc

plough)

83.62 8.87 1.62 75.42 21.96 11.95 1

6 International

Farming

Equipment Co.,

Ltd.

Distributing

agricultural

equipment

111.27 183.74 8.74 81.75 183.15 5.79 1

7 Atom

Manufacturing

Co., Ltd.

Manufacturing and

distributing auto

part

(distributing screw

flight)

350.88 149.23 (13.37) 403.25 170.29 2.08 1

Source: BOL/MOC 1. Agriculture equipment and products industry group 333110 2. Agricultural and structural metal industry group 332300

*from BOL 26/03/2018

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However, main revenue of KWM comes from Siam Kubota Corporation Co., Ltd. which contains

majority market share in agricultural machinery market based on sales revenue as follows

Market share in agricultural machinery market of major domestic entrepreneurs in 2017

Company Major brands

2017 (MB)

Registered

capital Asset Revenue Profit

Siam Kubota Corporation Co., Ltd. KUBOTA 3,114 42,964 47,339 3,562

Yanmar S.P. Co., Ltd YANMAR 400 6,175 1,800 67

Asia Pacific Agricultural Machinery

Co., Ltd NEW HOLLAND

300 370 637 28

John Deere (Thailand) Co., Ltd /1 JOHN DEERE 1,014 1,401 1,118 (342)

IST Farm Machinery Co., Ltd /2, /3 ISEKI 290 515 618 (65)

Total - - - 51,512 -

Note: /1 accounting period as of 31st October 2017 /2 accounting period as of 31st March 2017 /3 former name is Iseki Sales (Thailand) Co., Ltd

Environmental impact

The company has checked environmental concerns of light, sound, and dust quality in order to control

not to exceed standard of Department of Industrial Works. Factories do not affect the external environment and

does not harm employees and surrounding community. Throughout the past years, the company never has

complaints or disputes about environment. For the steel scrap, company will sell to outside buyer for using in

small-scale metal parts or put them in smeltery depends on selling price at the moment. Wastes from production

process, which contaminate with toxic chemical, company has hired outside company to eliminate them. Also,

company has invested in wastewater treatment according to standard.

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Summary of Material Contracts

1. Lease Agreement

Premises Address 2nd and 5th floor 259/83 Sukhumvit 71 Rd. Phra Khanong Nuea, Wattana,

Bangkok 10110

Objective Office building

Relation of parties to the

agreement

Having mutual shareholders and committees

Parties to the agreement Tun Engineering Co., Ltd

Agreement Date 1st January 2018

Agreement Type Area and internal service agreement of 60 square meters

Terms 3 years from 1st January 2018 to 31st December 2020

Fee THB 21,000 per month, monthly payment

Service fee THB 7,000 per month, monthly payment

2. Service Agreement


agreement Having mutual shareholders and committees

Parties to the agreement K.P.T. Machinery (1993) Co., Ltd

Agreement Date 1st January 2018

Agreement Type Service of procurement, human resources, financial, and information technology

Terms 1 year from 1st January 2018 to 31st December 2018

Fee THB 30,000 per month, monthly payment

3. Loan agreement from financial institution

Loan agreement 14th December 2011

Lender The Siam Commercial Bank PCL

Borrower K.W. Metal Work PCL

Agreement Type Overdraft agreement

Loan Amount Total of THB 13,500,000

Interest rate MOR % per year

Co-guarantor Mr. Ekapan Vanagosoom

Tun Engineering Co., Ltd and

KBay Store Co., Ltd are co-guarantor

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Agreement on Guaranteeing payment of electricity bill with Provincial Electricity Authority 28th

August 2017

Issuer The Siam Commercial Bank PCL

Guaranteeing payment of

electricity bill of

K.W. Metal Work PCL

Agreement Type Letter of guarantee

Obligation amount Total of THB 252,000

Terms 1 year from 30th September 2017 to 30th September 2018

Collateral Bank account no. 071-2-49858-1 of Woranuch Isariyadhamma (0.25 MB)

Co-guarantor Mrs. Woranuch Isariyadhamma

Agreement on Guaranteeing payment of electricity with Provincial Electricity Authority 28th August

2017



electricity bill of

K.W. Metal Work PCL

Agreement Type Letter of Guarantee


Terms 1 year from 30th September 2017 to 30th September 2018

Agreement on Guaranteeing payment of Natural Gas bill 25th December 2013



Natural Gas bill of

K.W. Metal Work PCL

Agreement Type Letter of Guarantee


Loan Agreement 28th January 2015

Lender The Siam Commercial Bank PCL


Agreement Type Short-term loan


Interest rate MLR of financial institution less 0.5 % per year

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Letter of credit and/or trust receipt 10th September 2009

Issuing Bank The Siam Commercial Bank PCL

Importer K.W. Metal Work PCL

Agreement Type Letter of credit and/or trust receipt

Credit Amount Total of THB 50,000,000

Interest rate Letter of credit interest rate 4.14 - 4.27 % per year

Trust receipt interest rate 3.95 - 4.17 % per year


Tun Engineering Co., Ltd and

KBay Store Co., Ltd are co-guarantor


Issuing Bank The Siam Commercial Bank PCL






Terms 14th September 2017 to 13th March 2018

Co-guarantor Tun Engineering Co., Ltd

Loan Agreement 24th January 2011

Lender Bangkok Bank PCL


Agreement Type Overdraft agreement


Interest rate MOR % per year

Collateral Title deed no. 10088 including company building



Issuing Bank Bangkok Bank PCL






Collateral Title deed no. 10088 and 10083 including company building


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Loan Agreement 25 July 2014



Agreement Type Long-term loan


Interest rate MLR % per year



Loan Agreement 25th July 2014



Agreement Type Long-term loan


Interest rate MLR % per year



Promissory note 28th January 2016



Agreement Type Promissory note


Interest rate 4.00 % per year


Thai Credit Guarantee Corporation

Forward Contract 25th June 2012

Creditor Bangkok Bank PCL


Agreement Type Forward Contract




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Loan Agreement 25th July 2014



Agreement Type Short-term loan


Interest rate MLR of financial institution less 3 % per year

Collateral Foreign Currency Deposit which belongs to Mr. Ekapan Vanagosoom


Key terms and conditions 1. After listed in The Stock Exchange of Thailand (SET), lender must maintain

Debt to Equity Ratio not more than 3.00 times

2. After listed in The Stock Exchange of Thailand (SET), family of Mr. Ekapan

Vanagosoom must maintain 70 % of shareholder

Other terms and conditions 1. After receive money from IPO, borrower must repay debt within 15 days

2. Promissory note withdrawal not more than 100 % of dividend that declare in

2018 before listed in SET

3. If collateral is lower than 95 %, financial institution will request additional

collateral from borrower

4. Financial leasing

Car Lease Agreement (car regislation no. ฮร-7516)


agreement

-None-

Parties to the agreement Thanachart Bank PCL

Agreement date 28th July 2014

Agreement Type Car lease agreement (Toyata Vigo)

Terms 48 months from 5th September 2014

Leasing amount Total of THB 403,872.96

Co-guarantor Mr. Ekapan Vanagosoom by THB 432,144 (letter of guarantee on 28th July 2014)

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Leasing Machine Agreement


agreement

-None-

Parties to the agreement Thai Orix Leasing Co., Ltd

Agreement date 20th July 2016

Agreement Type Lathe Machine lease agreement (OKUMA)

Terms 60 months from 3rd August 2016

Leasing amount Total of THB 8,960,023.87

Co-guarantor Mr. Ekapan Vanagosoom by THB 8,166,000.00 (letter of guarantee on 20th July

2016)

Mortgage Thai Orix Leasing Co., Ltd

Car Lease Agreement (car regislation no. ผจ-1380)


agreement

-None-

Parties to the agreement Tri Petch Isuzu Leasing Co., Ltd

Agreement date 22nd June 2017

Agreement Type Car lease agreement (Isuzu, NLR85EXXXS type)

Terms 48 months from 5th August 2017

Leasing amount Total of THB 806,983.20

Co-guarantor Mr. Ekapan Vanagosoom by THB 863,472 (letter of guarantee on 22nd June 2017)

Machine Lease Agreement


agreement

-None-


Agreement date 28th June 2018

Agreement Type Roller hearth heating furnace lease agreement (Change to roller hearth heating

furnace)

Terms 48 months from 28th June 2018

Leasing amount Total of THB 3,593,428

Co-guarantor Mr. Ekapan Vanakosoom by THB 3,221,760 (letter of guarantee on 28th June 2018)


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Machine Lease Agreement


agreement

-None-


Agreement date 28th June 2018

Agreement Type Powder Booth System, Powder Booth, Baking Oven, Overhead Conveyor, Ventilation

system, and Electrical control system lease agreement

Terms 48 months from 28th June 2018

Leasing amount 3,650,000

Co-guarantor Mr. Ekapan Vanakosoom by THB 3,260,160 (letter of guarantee on 28th June 2018)


Feasibility Study -None-

Technical and Management Assistance -None-

Future Projects -None-

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Key Related Transactions

The company has key related transactions between persons who may have conflict of interest. The transactions occur among directors, executives, shareholder and persons

who may have conflict with directors, executives and shareholder.

Person who may have conflict of interest

Type of transaction Relationship

Tun Engineering Co., Ltd (“Tun Engineering”)

Company has 2 directors:

1. Mr. Ekapan Vanagosoom

2. Miss Tiyaphon Vanagosoom

Manufacture and install concrete mixer machine

Having mutual shareholder, the list of shareholders on 31st December 2017 are:

Miss Tiyaphon Vanagosoom Holding 25.00 % of registered capital

Mr. Ukrit Vanagosoom Holding 25.00 % of registered capital

Miss Korawan Vanagosoom Holding 25.00 % of registered capital

Mrs. Satita Vanagosoom Holding 23.36 % of registered capital

Mr. Ekapan Vanagosoom Holding 0.82 % of registered capital

Mrs. Woranuch Isariyadhamma Holding 0.82 % of registered capital

Having mutual executive: Mr. Ekapan Vanagosoom and Miss Tiyaphon Vanagosoom who are directors.

KPT Machinery (1993) Co., Ltd (former name is Thai Technician Concrete Co., Ltd) (“KPT Machinery”)




Manufacture, import and distribute concrete mixer machine






K Bay Store Co., Ltd (former name is K& P.F.A. Co., Ltd) (“K Bay Store”)




Retail sale of computer parts, supply software, retail via online, printing and online advertisement media.


Tun Engineering Co., Ltd Holding 99.99 % of registered capital




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Thai Screw Conveyor Co., Ltd (former name; Sicoma Equipment (Thailand) Co., Ltd) (“Thai Screw Conveyor”)




Manufacture agricultural machine

Import, export and distribute spare parts and other machineries


Tun Engineering Co., Ltd Holding 50.00 % of registered capital



KMT Technology Co., Ltd (“KMT”)


1. Mr. Ekapan Vanagosoom 2. Mr. Pramote Thaweesup

Industrial supplier, engineering system management, design and develop automation system for machine



Mr. Pramote Thaweesup Holding 30.00 % of registered capita

Mr. Apiwat Inprasit Holding 2.00 % of registered capital

Having mutual executive: Mr. Ekapan Vanagosoom who is director.

Mr. Ekapan Vanagosoom

- Director and executive of the company

The major shareholder of the company, holding 70.00 % of registered capital on 31st December 2017.

Husband of Mrs. Woranuch Isariyadhamma who is the major shareholder of the company.

Father of Miss Tiyaphon Vanagosoom who is director, executive and shareholder of the company.

Father of Mr. Ukrit Vanagosoom who is director and executive of the company.

Miss Tiyaphon Vanagosoom - Director and executive of the company

The major shareholder of the company, holding 10.00 % of registered capital on 31st December 2017.

Daughter of Mr. Ekapan Vanagosoom who is director, executive and shareholder of the company.

Daughter Mrs. Woranuch Isariyadhamma who is shareholder of the company.

Sister of Mr. Ukrit Vanagosoom who is director and executive of the company.

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Mrs. Woranuch Isariyadhamma - The major shareholder of the company, holding 20 % of registered capital on 31st December 2017.

Wife of Mr. Ekapan Vanagosoom who is the major shareholder, Director and Executive of the company.

Mother of Miss Tiyaphon Vanagosoom who is director, executive and shareholder of the company.

Mother of Mr. Ukrit Vanagosoom who is director and executive of the company.

The company has key related transactions between persons who may have conflict of interest in 2017 and first quarter of 2018 which can be conclude in type and size of

transaction as follows:

1. List of sold products and services to related business

Person who may have conflict

of interest

Type of transaction Size of transaction

(Thousand THB )

Necessity and rationale of transactions

2017 6-month

period

2018

KPT Machinery (1993) Co., Ltd The company sold screw flight to KPT

Machinery (1993) Co., Ltd

Receivable at the end of period

3,126

607

2,014

1,004

KPT Machinery (1993) Co., Ltd, as industrial agent, bought

screw flight for selling to customers who conduct business for

deliver plastic beads or ice, etc.

Opinion from audit committee

The Audit Committee has considered that the above list is

reasonable in favor for business operation of the Company

which is sells at market price.

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of interest


(Thousand THB )


2017 6-month

period

2018

Tun Engineering Co., Ltd

The company sold product to Tun

Engineering Co., Ltd

The company provided hardening service

for Tun Engineering Co., Ltd

The company sold other materials


Account receivable

Other receivable

1,087

10

16

128

-

454

12

-

255

8

Tun Engineering Co., Ltd bought screw flight for using in

concrete plant production.

The company provided hardening service of rollers for Tun

Engineering Co., Ltd.




which is sells at market price.

Thai Screw Conveyor Co., Ltd The company sold screw flight to Thai

Screw Conveyor Co., Ltd


190

-

-

-

Thai Screw Conveyor Co., Ltd bought screw flight from

company at market price for using in screw conveyor pipe

production.




which has reasonable price and conditions.

-20-

2. List of purchased services from related business


of interest


(Thousand THB )


2017 6-month

period

2018

KPT Machinery (1993) Co., Ltd Other expenses – repair expenses

Maintenance fee

Payable at the end of period

-

360

131

-

180

110

The company used human resources service such as

procurement department, human resource department,

comptroller department, and information technology

department together with KPT Machinery (1993) Co., Ltd, total

value of THB 30,000 per month which came from the

allocation of service expenses and referred from employees’

salaries. Therefore these employees are responsible for

collecting documents and submitting them to the management

at the head office which employees cannot access into the

accounting data. The employees are not responsible for

managing or entering accounts.


The Audit Committee has considered that the above list was

from the service of human resources for the operation of

company. Therefore; the above list is necessary and

reasonable which referred from employees’ salaries.

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of interest


(Thousand THB )


2017 6-month

period

2018

Tun Engineering Co., Ltd Other expenses

Officice rental fee

Public utility service fee

Wages


2

216

84

-

51

1

123

42

60

Company hired Tun Engineering Co., Ltd to provide laser

cutting works by comparing service fee and condition with

other suppliers according to the company’s purchasing

process.

The company has rented space for office not more than 60

sq.m. situated at Phra Khanong Nuea, Klongton, Bangkok

10110 at THB 350/sq.m./month (rental fee in 2017 was

THB 300 per sq.m. per month). In 2018, the company hired

independent appraisers to appraise rental fee that would be

fair value. The company paid utility fee at THB 7,000 per

month which is agreeable fee based on the actual utility

costs and the proportion of rental space used.


The Audit Committee has considered that the above list was the

normal service of the company. The fee and condition can be

comparing with other service providers. Office rental fee and

utility fee are the actual usage and reasonable at fair rates

which determined by the independent appraisers.

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3. List of purchased products, materials , instruments and fixed assets from related business


of interest


(Thousand THB )


2017 6-month

period

2018

KPT Machinery (1993) Co., Ltd Purchased supplies and materials

Cost of repairs

Purchased instruments

Purchased vehicles


68

62

45

794

-

22

32

24

-

-

The company purchased supplies for factory and machinery

maintenance such as switch, breakers, etc. The company also

purchased equipment for using in factory such as truck

weighing scale at market price as KPT sold to public. The

company purchased second-hand car for executive-provided

car at market price for operation use.


The Audit Committee has considered supplies purchasing for

maintenance and second-hand car purchasing is necessary

with price and conditions same as public.

Tun Engineering Co., Ltd Purchased supplies and materials

Purchased instruments


1,633

-

365

1,478

-

497

The company purchased semi-finished goods as raw materials

for manufacture disc plough from Tun Engineering Co., Ltd.




which has reasonable price and conditions.

-23-


of interest


(Thousand THB )


2017 6-month

period

2018

KMT Technology Co., Ltd Purchased instruments


-

-

122

-

The company purchased instrument of machinery control at

market price.



necessary which has reasonable price and conditions.

-24-

4. List of financial assistance from related persons and business


of interest


(Thousand THB )


2017 6-month

period

2018


Mrs. Woranuch Isariyadhamma

Miss Tiyaphon Vanagosoom

Tun Engineering Co., Ltd.

K Bay Store Co., Ltd

Credit line guarantee for company with no

fees

229.97

269.97

Co-guarantor did not receive any compensation. The company

expected to be received less financial assistance after

registered with SET.


The Audit Committee has considered that the above guarantee

list is reasonable and beneficial for company as co-guarantor

did not receive any compensation.

-25-

Key Related Transactions of Allertech Co., Ltd (Subsidiary company)

1. List of financial assistance from related persons


of interest


(Thousand THB )


2017 6-month

period

2018


Subsidiary company received balloon loan

from Mr. Ekapan Vanagosoom

Brought forward

Loaning money

Reimbursement

Outstanding balance at the end of period

2,000

-

2,000

-

-

-

-

-

Subsidiary company received short-term loan from executive

director of the company for using as working capital in

company operation with no interest rate. However, the

company has already paid all short-term loans on 27th June

2017.



necessary transactions which occurred in the past, also used

as working capital of subsidiary company. The company has

already paid all short-term loans.

-26-

2. List of sold products and services to related business


of interest


(Thousand THB )


2017 6-month

period

2018


Allertech Co., Ltd sold motors and gears to



215

-

-

-

Tun Engineering Co., Ltd bought motors and gear at cost price

as they are remained products in subsidiary company and used

these products as spares for claiming in mixing concrete

machinery. The subsidiary company did not sell these products

at the present.



reasonable and necessary since it comes from selling motors

and gears at cost price which the subsidiary company did not

do a business with these products anymore.

-27-

3. List of purchased products and services from related business


of interest


(Thousand THB )


2017 6-month

period

2018

KPT Machinery (1993) Co., Ltd Allertech Co., Ltd Purchased products from

KPT Machinery (1993) Co., Ltd


605

-

172

-

Allertech Co., Ltd purchased discs from KPT Machinery (1993)

Co., Ltd at market price. KPT Machinery (1993) Co., Ltd had

been importing discs for selling to Allertech Co., Ltd and some

discs are still stock in the warehouse.



necessary which has reasonable price and conditions as it can

be compared with other related business.

K Bay Store Co., Ltd Allertech Co., Ltd purchased second-hand

vehicles from K Bay Store Co., Ltd


-

-

150

-

Allertech Co., Ltd purchased second-hand vehicle from K Bay

Store Co., Ltd for using in business at market price.


The Audit Committee has considered that the list of second-

handed car is necessary which has reasonable price and

conditions.

-28-

Contingencies and Commitments

As of 30th June 2018, the company and subsidiary company have commitment and contingencies as

follows;

The company and subsidiary company have commitment from Agreement on Guaranteeing payment of

electricity bill with the total amount of 1.07 million Baht. The agreement is a normal business practice.

The company and subsidiary company have commitment from Agreement on Guaranteeing payment of

Natural Gas bill with the total amount of 0.40 million Baht The agreement is a normal business practice.

The company and subsidiary company have commitment from title deed no. 10088 including company

building as collateral for overdraft from bank with the total amount of 10 million Baht.

The company and subsidiary company have commitment from title deed no. 10083 including company

building as collateral for overdraft from bank with the total amount of 45 million Baht

The company and subsidiary company have commitment from agreement on letter of credit with

institutional with the total amount of 275,462.51 USD, as the exchange rate at end of accounting period of

33.3278 Baht to 1 USD or equal to 9.18 million Baht. Moreover, the company and subsidiary company have

commitment from title deed no. 10088 including company building as collateral for letter of credit and/or trust

receipt with other institutional with total amount of 285,141.20 USD, as the exchange rate at end of accounting

period of 33.3278 Baht to 1 USD or equal to 9.50 million Baht.

As of 30th June 2018, The company and subsidiary company have contingencies and commitments from

car lease agreement and machinery lease agreement for business operation with total amount of remaining

liability 0.39 million Baht and 7.44 million Baht, respectively.

Risk Factors

1. Risk in business operation

1.1 Risk of relying on major customers

The company has income from selling products to Siam Kubota Corporation Co., Ltd (“Kubota”) and

other companies that are producers and first tier suppliers of Kubota. Although the company manufactures and

sells products to other customers than selling directly to Kubota, but other customers use products from the

company to produces components of Kubota tractors. Every component for Kubota tractors must be listed in

Supplier list of Kubota. Therefore; if Kubota withdraw the company from supplier list, the company will lose great

amount of revenue. Revenue from selling product directly to Kubota is around 25.87 % and 27.39 % of total

sales revenue in 2017 and 6-month period of 2018 consecutively. Revenue from selling to other producer and

first tier supplier of Kubota is around 71.11 % and 70.39 % of total sales revenue in 2017 and 6-month period of

2018 consecutively. Therefore; if the company lose those customers or those customers decrease order, this

might affect the income and earnings of the company significantly. However; Kubota has a very strong financial

position and Kubota is the major agricultural machinery operators of Thailand. In 2016 and 2017, Kubota has

87.84 % and 91.90 % of total market share of the major agricultural machinery operators of Thailand. Since the

company is considered to be one of the key strategic partners of Kubota, the company has received

opportunities in developing products. Kubota has been using product of the company for a long time, this

promotes the confident of the end user in the product quality. Therefore; the opportunity to change to other

producers will be difficult. This is considered to be the competitive edge of the company. Doing business under

-29-

the concept of being key strategic partner with Kubota resulted in beneficial results for both parties. The

executives of the company are confident that the company is able to keep relationship with Kubota sustainably.

However, the company is getting and expanding into a new replacement market that will not

depend on Kubota. The subsidiary companies focus on agricultural machinery such as disc under the brand of

Pegasus and Pegasus 2000. Moreover, the company also has other product to serve market such as screw flight

which does not focus only on agricultural.

1.2 Risk of relying on domestic and foreign oligopoly

The company needs to import raw materials that meet company’s standard for producing good

quality products. Therefore the company needs to purchase steel in form of coin from few Chinese suppliers.

Because of low purchasing order, the company cannot separate purchasing orders to multiple suppliers.

Reducing quantity in purchase orders cannot be done since it will not meet the minimum order requirement. This

made the company look as if it is relying on only a few suppliers. Also it is essential that the raw materials have

to meet the standard. Therefore, the company has to order from main manufactures that use technology that

can produce steel according to the required specification. Raw material has to be high carbon steel which is the

special steel from quality manufacturers. China made steel is manufactured with iron ore which resulted in

getting final products that have no mixture of other elements. Currently in Thailand, smelting the iron ore is

unavailable but they produce steel by recycling scraps. The steel, that is used by the company must contain ratio

of Carbon and Manganese according to the specification of the company needed. However, in the future if the

company cannot purchase steel from the current steel manufacturers in China, the company will procure from

other manufacturer in China and other countries. If that is the case, the company might take some time to seek

for the qualified manufactures.

However, with a long record of purchasing and a good track record of payment, the company has a

high creditably with its suppliers. There are also other suppliers have been continuously contact with the

company. Therefore; if the current suppliers discontinue supplying the raw material, the company will be able to

order from other suppliers immediately. Also, if the company became successful in new products and could gain

high sales volume both from domestic and foreign markets enough to meet the Minimum Order Requirement,

the company will be able to place new purchase order to new suppliers. This will result in increasing new

channels in material sourcing of the company.

1.3 Risk of volatility in raw material price which is depend on global market price

Since the major raw material of this company is steel which its price varies according to the global

steel pricing including the price management policy of related government bodies in Thailand. The company is

exposed to risk of volatility in raw material price only in case of increasing in price. It might affect to cost and

profitability of the company if the company didn’t stock enough raw material for manufacturing products or if the

company cannot adjust selling price according to the increasing price of raw material.

However with the expertise and experience of the management, the company can manage to run

the business continuously. The company can reduce the risk of fluctuations from the price of steel. With the

company policy, the company will store raw material 1-2 times of the demand for manufacturing each month.

The company has closely monitored the changes in raw material prices to forecast the situation and trend of

price and demand for steel both in and outside the country, including experience and good relationship with

partners, for making the decision to adjust plan to order raw materials or planning for the production to suit with

the situations. Moreover, the company expects to be able to adjust the selling price of its products in line with

-30-

the changing cost. Due to June 2018, the company and its trading partners have set the policy to review price of

finished goods continuously and to adjust products price to suit with the change in raw material prices. The

company has no policy to stock raw materials in large quantities and no speculation in raw materials.

2. Financial Risk

2.1 Risk in fluctuation of interest rate

The company has the risk in interest rate that relate to loan with domestic financial institutions that

will affect the fluctuation of financial cost of the company. 6-month period ending 30st June 2018, the company

had financial cost (paid interest) with domestic financial institutions in total of 3.01 million Baht. 6-month period

ending 30st June 2018, the company has a total loan from financial institutions in total of 131.37 million Baht

inclusive of overdraft, short-term loan and long-term loan, etc. The company borrowed money from financial

institutions which provide interest rate that vary to the present market rate. To be specific, the provided interest

rate is vary with interest rate for good credit rating major clients of minimum loan rate (MLR) and interest rate

for good credit rating major clients of minimum overdraft rate (MOR), both type of interest rate are floating rate.

Therefore; during the situation where the interest rate increases, the company could have more interest

expense.

However, during the current situation interest rate hasn’t been that fluctuated, therefore; the effect

is minimum.

2.2 Risk from the fluctuation of exchange rate

Since the company uses raw material in the production. Approximately 70 % of total production

cost is imported raw materials from other countries. The company has a risk in the fluctuation of exchange rate

for the payment made in foreign currency such as United States Dollar (USD) which is the main currency that is

being used to pay to suppliers. In the situation when Thai Baht becomes weak when comparing to USD, this will

give negative effect to the company performance. Therefore; the company has issued exchange rate risk

management policy by using forward contract on exchange rate with financial institutes. The company did not

implement this policy to every purchase order but consider with payment term.

However, the company has the forward contract on exchange rate with financial institutions but

does not have the policy of speculation in fluctuation of exchange rate.

2.3 Risk from relying on sources of fund from financial institutions

Currently the company relies on source of fund from one of the financial institution in Thailand. As

of 30st June 2018, the company has overdraft debt and short-term loan in total amount of 108.77 million Baht

for working capital and issued letter of credit for ordering materials from abroad. Loan agreement from one

financial institution has an agreement to maintaining Debt to Equity Ratio not to exceed 3 times after listed in

the stock market. It also specified that the family of Mr. Ekapan Vanagosoom must maintain shares in portion of

not less than 70%. Debt to Equity Ratio on 30st June 2018 is equal to 0.97. Moreover, during the board of

director meeting 1/2018 on 14th February 2018, the board approved interim dividend of 45 million Baht. This

interim dividend is the dividend from retain earning and the source of fund is short-term loan from financial

institution. The company needs to pay short term loan of 50 million Baht within 15 days after the company

receives money from initial public offering.

-31-

However, The Company registered the risk that might occur, therefore; the company is very careful

in financial planning to avoid the misconduct of any condition of the loan contract which included paying

principal and interest on time. The company is now in the process of being listed in the market. If the company

is successfully listed and raise fund with IPO (Initial Public Offering), this will increase shareholders’ equity and

will reduce the risk from relying on sources of fund from financial institutions.

Lawsuit -None-

Number of Employees As of 30th June 2018, there are 106 employees (exclusive of executives).

Company Background

The Company’s development of control and business operation since incorporation as follows;

Year Important event

2009 As of 22nd May 2009, K.W. Metal Work Co., Ltd has been founded with THB 20,000,000

registered capital which divided into 200,000 common stocks with par of THB 100 per

stock, pay at full value. The company has been set up head office at no. 259/83

Sukhumvit 71 Rd., Phra Khanong Nuea, Wattana, Bangkok 10110

As of 15th June 2009, the company received Letter of Permission for Business

Operations in Industrial Estate under notification of Industrial Estate Authority of

Thailand Act 1979 at Eastern Seaboard Industrial Estate 300/142 Moo 1, Ta sit,

Pluagdeang, Rayong which is the first company factory on area of 6 Rai 40.80 square

Wah.

As of 14th August 2009, the company received the promotion certificate from The Board

of Investment of Thailand (BOI) in manufacturing farm machinery and equipment.

In October 2009, the company invested in machinery for manufacture disc which is

company’s first product.

2010 As of 10th March 2010, the company registered branch office which is the first

company’s factory located at Eastern Seaboard Industrial Estate 300/142 Moo 1, Ta sit,

Pluagdeang, Rayong on area of 6 Rai 40.80 square Wah. (‘’1st factory”)

As of 8th April 2010, the company invested in development and build seamless screw

flight forming machine.

As of 27th May 2010, the company invested in drilling and punching machine for dozer

blade

As of 14th June 2010, the company invested in metal welding robot for disc plough line.

2011 As of 26th October 2011, the company invested in welding and assembling disc plough

and invested in drilling and punching machine for dozer blade

-32-


2012 As of 20th February 2012, the company received Letter of Permission for Business

Operations in Industrial Estate under notification of Industrial Estate Authority of

Thailand Act 1979 at Eastern Seaboard Industrial Estate 300/142 Moo 1, Ta sit,

Pluagdeang, Rayong which is the second factory on area of 5 Rai.

As of 23rd July 2012, the company invested in laboratory equipment.

As of 5th October 2012, the company purchased second drilling and punching machine

for dozer blade

2013 As of 3rd January 2013, the company purchased small screw flight forming machine.

2014 As of 3rd January 2014, the company received Renewal Letter of Permission for

Business Operations in Industrial Estate under notification of Industrial Estate Authority

of Thailand Act 1979 until 31st December 2018 for 1st factory.

As of 11th April 2014, the company received Letter of Permission for installation of

additional machinery from Industrial Estate Authority of Thailand (I-EA-T form)

As of 26th September 2014, the company received the promotion certificate from The

Board of Investment of Thailand (BOI) in manufacturing farm machinery and

equipment.

As of 16th October 2014, the company purchased continuous furnaces and new

manufacturing system of new type of disc.

2015 As of 22nd January 2015, the company received ISO 9001:2008 certificate which is

Quality Management System.

As of 30th January 2015, the company purchased third drilling and punching machine

for dozer blade.

In March 2015, the company invested in Adlertec Co., Ltd (Adlertec) for 99.80% of

registered shares which is acquisition of ordinary share from existing shareholders led

by Tiyaphon Vanagosoom for organizing company structure and reduce the

complication of related transactions.

As of 17th August 2015, the company increased registered capital from THB 20,000,000

to THB 50,000,000 by issuing 300,000 new ordinary shares with par of THB 100 per

share which were allocated to existing shareholders for investment in new factory at the

Eastern Seaboard Industrial Estate 300/138 Moo 1, Ta sit, Pluagdeang, Rayong. (2nd

factory)

As of 15th December 2015, the company purchased third screw flight rolling machine.

-33-


2016 As of 4th February 2016, the company registered branch office which is the company’s

second factory located at 300/138 Moo 1, Ta sit, Pluagdeang, Rayong on area of 5

Rai. (2nd factory)

As of 21st October 2016, the company increased registered capital to THB 100,000,000

by issuing 500,000 new ordinary shares with par of THB 100 per share which were

allocated to existing shareholders to adjust the capital structure of the company for the

preparation of listing the company on the stock exchange of Thailand.

As of 20th July 2016, the company purchased large lathe for disc plough and reformed

lab to meet with standard. The company also invested for reform continuous kiln.

As of 15th December 2016, the company purchased screw flight forming machine to

expand the production line of screw flight and for the expansion of company’s market

share in product of harvesting process.

2017 As of 3rd April 2017, the company increased registered capital to THB 150,000,000 by

issuing 500,000 new ordinary shares with par of THB 100 per share which were

allocated to existing shareholders to adjust the capital structure of the company for the

preparation of listing the company on the stock exchange of Thailand.

2018 As of 22nd January 2018, the company received ISO 9001:2015 certificate which is

Quality Management System.

As of 14th February 2018, the company paid dividend from retained earnings to

shareholder at rate of THB 30.00 per share with total amount of THB 45.00 million.

As of 16th March 2018, 2018 annual general meeting of shareholders approved the

transformation of company to become a public company and changed company’s name

to be K. W. METAL WORK PUBLIC COMPANY LIMITED which was registered as public

company on 22nd March 2018. Moreover, shareholders had approved the issue for

increasing registered capital from THB 150,000,000 to THB 210,000,000 and changed

stock par value from THB 100 per share to THB 0.50 per share by issuing 120,000,000

new ordinary shares with par of THB 0.50 per share for the initial public offering and

listing the company’s share on the Stock Exchange of Thailand.

-34-

Investment in Subsidiary/Associated/Related Companies

During March, 2015, the company had a re-structuring. The company had invested by purchasing common shares

from Adlertec Co., Ltd (a subsidiary company) at 99.80% of registered paid capital which had the same major

shareholders, which is the Vanagosoom family. This acquisition is the business merger under the same

management. The cost of acquisition after deducting cash and equivalents of the subsidiary company is 0.82 million

Baht. At the merger date, the subsidiary company has value after deducting non-controlling interests of 1.99 million

Baht which result in the different of 0.99 million Baht, so called “the capital surplus after business merger under the

same management”. On 12nd June 2017, the subsidiary company approved the capital increasing from 1.00 million

Baht to 3.00 million Baht by allocating shares to the same shareholders according to their portions. This is to pay

outstanding debt of related party and increase working capital.

Date of Establishment 23rd June 2011

Head Office 259/86 Sukhumvit 71 Rd. Phra Khanong Nuea, Wattana, Bangkok

Nature of Business Manufacturing and distributing agricultural equipment

Registered Capital THB 3,000,000

Paid-up registered capital THB 3,000,000

Board of director Miss Tiyaphon Vanagosoom and Miss Sunvaris Inteevorn

Authorized director Miss Tiyaphon Vanagosoom and Miss Sunvaris Inteevorn Jointly sign and affix the

company’s seal.

Increase (decrease) in Capital in the last 3 years

Date/1

Capital increase

(decrease)

(Million Baht)

After the increase

(decrease)

(Million Baht)

Note/Objectives of the money

25th August 2015 30.00 50.00 To invest in 2nd factory

24th September 2016 50.00 100.00 adjust the capital structure for the

preparation of company listing

9th May 2017 50.00 150.00 adjust the capital structure for the

preparation of company listing

22nd March 2018 60.00 210.00 Prepare for share allotment for initial public

offering (IPO)

/1 referred to registration date at the Department of Business Development

Accounting Period 1st January – 31st December

Auditor Mr. Pisit Chiwaruangroch Certified Public Accountant (Thailand) No. or

Mr. Methee Ratanasrimetha Certified Public Accountant (Thailand) No. or

Mr. Akadet Pliensakul Certified Public Accountant (Thailand) No. or

Ms. Kornthip Wanichwisedkul Certified Public Accountant (Thailand) No.

From MR&Associate Co., Ltd

-35-

Registrar Thailand Securities Depositary Company Limited

Financial Advisor AEC Securities Public Company Limited

Lead Underwriter AEC Securities Public Company Limited

Dividend Policy

The Company will pay dividend of no less than 45% of net profit after taxes, legal reserves, and other

reserves (if any). The company will pay dividend taking into account of various factors to maximize the benefit of

shareholder and such payment shall not cause significant effect to the company’s operation. However, dividend

payment is subject to operating result, financial position, liquidity, investment plan and future business

expansion, market conditions, suitability and other factors related to company’s operation and management

under the condition that the company must have sufficient cash for business operation and such operation must

maximize the benefit to shareholders subject to consideration of the Board of Directors and/or shareholder

agreed. The resolution of the Board of Directors to approve the dividend payment must be propose to

shareholders’ meeting for approval except for the interim dividend payment that the Board of Directors have

authorize to pay interim dividend then report in the next shareholders’ meeting.

Dividend cannot be paid from any category except from the profit. In case that the company still has

deficit, dividend cannot be paid except preferred stock that specified rules differently. Dividend must be paid to

each share equally. Dividend must be approved by shareholder meeting only.

B.O.I. Certificates

The company has received two investment promotions as follow;

1. B.O.I. certificate number 1615(1)/2009 issued on 14th August 2009 to K.W. Metal Work Co., Ltd. This

investment promotion is for the manufacturing of farm machinery and equipment.

Products:

- Screw flight or Screw conveyor for seed or farm product

- Disc

- Front dozer blade

- Disc plough

- Byproduct include wasted from production process

Special privileges:

- Can recruit foreigner workers that are craftsman or specialist.

- Exempt import tax for machines that will be used in the manufacturing process which were

approved by the investment promotion committee. Ending 14th February 2014.

- Corporate income tax exempt for 8 years starting from the date that the company received

income from business operation (from the first date of revenue, 1st March 2010 to 28th

February 2018)

- After tax exempt period, the company will have the privilege of 50 % tax reduction for 5 years.

-36-

- Dividend will not be taxes during the period that the company is entitle to corporate tax

exempt.

- During tax exempt period, yearly loss from the operation can be used to deduct from net profit

after tax exempt period but not over 5 years.

- Two times of delivery cost, electricity and water can be categorized as company expenses for

10 years.

- 25 % of the expenses in installation or construction of facilities can be deducted from

investment amount in addition to the normal depreciation.

- Import tax exempt for raw material and essential materials that need to be imported for the

purpose of manufacturing and exporting for the period of 5 years starting from the date of the

first import.

- Import tax exempt for import product that imported for the purpose of exporting period of 5

years starting from the date of first import.

The company must follow the conditions in the B.O.I. certificate or license. In case of violation

or misconduct, all or part of privileges will be forfeited.

2. B.O.I. certificate number 2210(1)/2014 issued on 26th September 2014 to K.W. Metal Work Co., Ltd.

This investment promotion is for the manufacturing of chop plow for agricultural tractor.

Special privileges:

- Can recruit foreigner workers that are craftsman or specialist.

- Exempt import tax for machines that will be used in the manufacturing process which were

approved by the investment promotion committee. Ending 26th March 2017.

- Corporate income tax exempt for 8 years starting from the date that the company received

income from business operation (The company expected to have a commercial income in

August 2018)

- After tax exempt period, the company will have the privilege of 50 % tax reduction for 5 years.

- Dividend will not be taxes during the period that the company is entitle to corporate tax

exempt.

- During tax exempt period, yearly loss from the operation can be used to deduct from net profit

after tax exempt period but not over 5 years.

- Two times of delivery cost, electricity and water can be categorized as company expenses for

10 years.

- 25 % of the expenses in installation or construction of facilities can be deducted from

investment amount in addition to the normal depreciation.

- Import tax exempt for raw material and essential materials that need to be imported for the

purpose of manufacturing and exporting for the period of 5 years starting from the date of the

first import.

- Import tax exempt for import product that imported for the purpose of exporting period of 5

years starting from the date of first import.

The company must follow the conditions in the B.O.I. certificate or license. In case of violation

or misconduct, all or part of privileges will be forfeited.

-37-

Number of shareholders As of 25 September 2018

Type No. of

shareholders No. of shares

% of

paid-

up

capital

1. Strategic shareholders

1.1. Directors, manager, and executive management

including related persons and associated persons

13 304,590,000 72.52

1.2. Shareholders who have a holding of above 5%

including related persons

- - -

1.3. Controlling Shareholders - - -

2. Non-Strategic shareholders hold > 1 trading unit 921 115,410,000 27.48

3. Non-Strategic shareholders hold < 1 trading unit - - -

Total Shareholders 934 420,000,000 100.00

Major shareholders As of 25 September 2018

Name

Pre-IPO Post-IPO

No. of shares Proportion

(%) No. of shares Proportion

(%)

1. Vanagosoom family 1.1 Mr. Ekapan Vanagosoom 210,000,000 70.00 210,500,000 50.12 1.2 Mrs. Woranuch Isariyadhamma 60,000,000 20.00 60,000,000 14.29 1.3 Miss Tiyaphon Vanagosoom 30,000,000 10.00 30,500,000 7.26 1.4 Mr. Ukrit Vanagosoom - - 500,000 0.12 Total shares of Vanagosoom family 300,000,000 100.00 301,500,000 71.79 2. Jerapornprapa family 2.1 Mr. Siraprasert Jerapornprapa - - 3,000,000 0.71 2.2 Mrs. Chuenthip Jerapornprapa - - 2,000,000 0.48 2.3 Mr. Rutchchayuth Jerapornprapa - - 2,000,000 0.48 Total shares of Jerapornprapa family - - 7,000,000 1.67 3. Miss Porntip Punbumrungsook - - 4,000,000 0.95 4. Mr. Chaiwat Wananuraksakul - - 3,000,000 0.71 5. Miss Mayura Judphol - - 3,000,000 0.71 6. Sasibutra family 6.1 Mrs. Nichapatra Sasibutra - - 1,500,000 0.36 6.2 Miss Kwanchanok Sasibutra - - 1,000,000 0.24 Total shares of Sasibutra family - - 2,500,000 0.60 7. Mr. Apichat Ariyachotima - - 2,400,000 0.57 8. Mr. Nattakit Keeratiatipan - - 2,200,000 0.52 9. Soisudarat family 9.1 Miss Walai Soisudarat - - 700,000 0.17 9.2 Miss Weerinradah Soisudarat - - 700,000 0.17 9.3 Mr. Chuachai Soisudarat - - 500,000 0.12 Total shares of Soisudarat family - - 1,900,000 0.46 10.Mr. Sothorn Boonratt - - 1,800,000 0.43 11.Other shareholders 90,700,000 21.59 Total Shares 300,000,000 100.00 420,000,000 100.00

-38-

Foreign Shareholders

As of 25 September 2018, the company has 2 foreign shareholder hold 106,800 Shares which is 0.03 %

of paid-up registered capital.

Note: The Company has limitation on holding shares of foreign shareholders which is on limitation of company no.10 “the company’s shares are transferable without restriction and such shareholding shall not cause the total number of the shareholding ratio of the non-Thai persons to exceed 49 percent of the total issued shares of the Company. Any transfer of shares will cause the Company’s shareholding ratio to exceed the above ratio, the company has the right to refuse the transfer of its shares”

Board of Directors Board of Director consists of 7 people as follows;

Name Position Start date

1. Dr. Satian Niltawach 1/, 2/, 7/ Chairman of the Board / Independent director /

Chairman of the Audit committee

21st October 2016

2. Mr. Ekapan Vanagosoom 3/ Director/ Chairman of Executive committee 20th May 2009

3. Miss Tiyaphon Vanagosoom 4/ Director 20th April 2011

Managing director 11th July 2018

4. Mr. Ukrit Vanagosoom 5/ Director 19th June 2015

Deputy Managing director 11th July 2018

5. Miss Sunvaris Inteevorn8/ Director 11th July 2018

6. Mrs. Panata Thongkhamsai 1/ Director / Independent director / Audit committee 21st October 2016

7. Mr. Sermsak Vudhirak 6/ Director / Independent director / Audit committee 24th January 2017 Miss Sunvaris Inteevorn is Company Secretary. Note: All directors pass Director Accreditation Program (DAP) of Thai Institute of Directors 1/ Appointed as a director in the extraordinary general meeting of shareholders (EGM) 1/2016 on 21st October 2016 2/ Appointed as Chairman of the Board in Board of Directors’ meetings 1/2017 on 13rd January 2017 3/ Appointed as a director in Company establishment's meeting on 20th May 2009 4/ Appointed as a director in ordinary meeting 1/2011 on 20th April 2001 5/ Appointed as a director in the extraordinary general meeting of shareholders (EGM) 2/2015 on 19th June 2015 6/ Appointed as a director in the extraordinary general meeting of shareholders (EGM) 1/2017 on 24th January 2017 7/ Appointed as a Chairman of the Board, Chairman of the Audit committee, and Chairman of the Risk Management which can lead Audit committee to lack of an independence. However, Audit committee structure of the company is including 2 independent directors that will check the operation of the company and help balance the company’s management. 8/ Appointed as a director in Board’s meeting 4/2018 on 11th July 2018

Audit committee

The Audit committee comprises of 3 independent directors as follow:

Name Position

1. Dr. Satian Niltawach 1/,2/ Independence committee and Chairman of the Audit committee

2. Mrs. Panata Thongkhamsai 1/ Independence committee and Audit committee

3. Mr. Sermsak Vudhirak 3/ Independence committee and Audit committee

Miss Tiyaphon Vanagosoom is Audit committee secretary. Note: 1/ Appointed as Audit committee in the extraordinary general meeting of shareholders (EGM) 1/2016 on 21st October 2016 2/ Appointed as Chairman of the Audit committee in the meeting of Audit Committee 1/2017 on 28th February 2017 3/ Appointed as Audit committee in the extraordinary general meeting of shareholders (EGM) 1/2017 on 24th January 2017

All 3 audit committees have qualifications in being a member of the Audit committee according to SET

regulations and Mrs. Panata Thongkhamsai who has knowledge in Accountancy and Financial reporting.

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Scope of duties and responsibilities

1. Review the Company’s financial reports to ensure accuracy and adequate disclosure by coordinating

with external auditors and executives who responsible for quarterly and annually financial reporting.

2. Review the Company’s internal control system and internal audit system to ensure suitability and

efficiency, and determine an internal audit unit’s independence, as well as to approve the appointment,

transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal

audit; and may suggest to verify or examine any necessary and important items including recommend

the Company’s Board of Directors regarding improvement on crucial internal control issues by

cooperation with external auditors and chief of internal audit.

3. Review and ensure the Company’s compliance with the law on securities and exchange, regulations of

the Stock Exchange of Thailand (“SET”) and the laws relating to the Company’s business.

4. To consider selecting, nominating, and appointing an independent person to act as an auditor of the

Company. That auditor will audit accounting, internal control and financial statement. The audit

Committee has been empowered and responsible to selecting, evaluating, remuneration and control

auditor or other auditing. The Committee also verifies or guarantees the audit firm to Board of

Directors. Each auditor and audit firm will report directly to audit committee. Audit committees have the

authority in approval of condition and initial service fee from audit firms. The audit committees will

provide recommendation to Board of Directors who will propose to shareholders during the annual

general meeting to get the approval of appointing auditor and audit fee.

5. Meet up with executive and auditor as deem it appropriate about the problem and limitation in auditing,

including executive execution about that problem and limitation. Also, committee will consider the

management policy and company risk assessment including financial risk and management response

and policy to control that risk. Moreover, the Audit Committee must resolve any conflict that may arise

between management and auditor in financial statement report as well as attend a non-management

meeting with the auditor at least once a year.

6. To encourage and ensure the independence and provide opinion to suitability of external auditor. The

committee must consult with auditor about an independent from executive and company, including any

relationship or service between the company and auditor that might made auditor lost his righteousness

7. To review the Company's financial statements, accounting standard, company policy and changing in

accounting standard, principle, and guideline. It is also including an importance accounting decision

which might effect to the financial report, which includes choices, reason and result of that decision.

8. Examine connected transactions or transactions that may lead to a conflict of interest and disclosure of

those transactions to comply with laws and regulation. Ensure that such transaction is reasonable and

optimum benefit of the company, and fully disclose accuracy information.

9. Audit and approve or ratification any transaction between related person and company which is specify

by SEC regulation to be disclosed.

10. To review the internal audit plan in accordance to the corporate standards.

11. Verify the Company’s risk management system to ensure its suitability and efficiency.

12. Report the Audit Committee’s performance to the Board of Directors at least 4 times a year.

13. Provide opinions on the appointment, dismissal, and evaluate internal audit’s officer.

14. The Audit Committee is entitled to invite the Company’s directors, staffs or employees to participate in a

meeting or a discussion or give clarification or answer to any issues relating to duties and

responsibilities of the Audit Committee.

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15. The Audit Committee is entitled to seek advice from the Company’s expert or advisor (if any) or hire an

external advisor or expert from time to time as deemed necessary.

16. Prepare an audit committee’s report and publish in the company’s annual report. The audit report must

be signed by the chairman of audit committee.

17. The audit committee should have performance evaluation at least once a year.

18. Revise and improve the charter of the Audit Committee.

19. If the audit committee finds or suspects that any transaction or action may significantly affect the

financial status and operating results of the Company such as conflict of interest, fraud or something

suspicious or something wrong with the internal audit process and the violation of law according to SEC

or SET, the audit committees must report to Board of Directors in order to improve within reasonable

time frame. If the Board of Directors or executives of the company do not take action to solve or

improve within a reasonable time frame that is recommended by the audit committees, one of the audit

committees may report to SEC or SET.

20. To ensure that there is available channel for complaint notification which relates to improperly financial

statement report and make complaint or confident that there will be an independent audit process to

follow through the problem.

21. The Audit Committee is able to seek advice from third party independence advisor if needed. The

Company will be responsible for the expenses from such services.

22. Perform any other act as assigned by the Company’s Board of Directors and the Audit Committee.

23.

Term for holding office

Both chairman of the audit committee and audit committee will be in position for 3 years.

Listing Conditions -None-

Silent Period

Shareholders, who own common shares before the company’s public offering, holding 231,000,000 shares

or 55.00% of paid up capital after the initial public offering certify to the Stock Exchange of Thailand that their

shares will not be sold for the period of one year from the first trading date. Upon the expiry of 6 months period

of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares prohibited

for sale and the rest after one year.

Relaxation -None-

Others -None-

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Statistical summary

K.W. METAL WORK PUBLIC COMPANY LIMITED (KWM) and subsidiary company

Million baht Baht/Share/1

Year Sales

revenue Net profit

(Loss) Net profit

(Loss) Dividend Book Value

Payout ratio (%)

2015 261.10 27.80 0.28 - 1.62 - 2016 274.47 35.78 0.18 0.26 /2 0.97 146.03 2017 256.62 20.83 0.07 0.18 /3 0.70 262.79

6-month period in 2018 186.41 16.69 0.06 0.15 /4 0.61 269.63 Note: /1 Adjusted book value to the same value for purpose of comparing the value of stock by adjusting value of the

stock between 2015 to 2017 from 100 baht per share (original par value) to 0.50 Baht per share /2 On 21st October 2016, during Extraordinary General Meeting of Shareholders 1/2016, dividend was approved at

104.50 baht per share in total of 52.25 million baht. Dividend was paid to shareholders on 7th November 2016, 14th November 2016, 21st November 2016 and 28th November 2016.

/3 On 24th January 2017, during Extraordinary General Meeting of Shareholders 1/2016, dividend was approved at 9.50 baht per share in total of 4.75 million baht. Dividend was paid to shareholders on 25th January 2017. On 3rd April 2017, during 2017 Annual General Meeting of Shareholders dividend was approved at 50 baht per share in total of 50 million baht. Dividend was paid to shareholders on 7th April 2017, 21st April 2017, 28th April 2017 and 4th may 2017.

/4 On 16th March 2018, during 2018 Annual General Meeting of Shareholders, dividend was approved at 30 baht per share in total of 45 million baht. Dividend was paid to shareholders on 28th February 2018.

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K.W. METAL WORK PUBLIC COMPANY LIMITED (KWM) and subsidiary company

Statement of Financial Position For 2015 – 2017 and 6-month period in 2018

(Unit: THB)

Statements of Financial

Position

2015 2016 2017 30th June 2018/1

Amount % Amount % Amount % Amount %

Assets

Current Assets

Cash and cash equivalents 507,336 0.15 3,268,901 1.01 6,891,576 2.01 9,220,210 2.56

Trade and Other receivables 52,563,739 15.90 53,681,954 16.53 34,547,327 10.07 67,198,977 18.67

Inventories 108,687,857 32.89 89,763,494 27.65 119,409,260 34.81 99,323,329 27.60

Total Current Assets 161,758,932 48.94 146,714,349 45.19 160,848,163 46.90 175,742,516 48.83

Non-Current Assets

Property, Plant and Equipment 168,330,165 50.93 173,631,895 53.48 171,521,067 50.01 164,657,791 45.75

Intangible Asset 232,619 0.07 152,994 0.05 225,350 0.07 256,441 0.07

Deferred tax assets 169,601 0.05 266,816 0.08 426,974 0.12 507,137 0.14

Other non - current assets - - 3,916,449 1.21 9,966,585 2.91 18,724,439 5.20

Total Non-current assets 168,732,385 51.06 177,968,154 54.81 182,139,976 53.10 184,145,808 51.17

Total Assets 330,491,317 100.00 324,682,503 100.00 342,988,139 100.00 359,888,324 100.00

Liabilities and Shareholders'

Equity

Current Liabilities

Bank overdraft and short-term

borrowings from financial institutions 88,996,958 26.93 48,262,896 14.86 74,179,232 21.63 108,766,544 30.22

Trade and other payables 21,479,437 6.50 28,622,448 8.82 21,901,082 6.39 32,079,883 8.91

Current portion of long-term

borrowings 13,559,390 4.10 13,958,596 4.30 9,488,000 2.77 9,488,000 2.64

Current portion of finance lease

liabilities 400,338 0.12 1,697,203 0.52 1,757,037 0.51 3,057,075 0.85

Short-term borrowings 13,600,000 4.12 2,000,000 0.62 - - - -

Income tax payable - - - - - - 1,078,885 0.30

Total current liabilities 138,036,123 41.77 94,541,143 29.12 107,325,351 31.29 154,470,387 42.92

Non-current Liabilities

Long-term borrowings 29,480,239 8.92 28,511,827 8.78 18,857,372 5.50 13,113,372 3.64

Finance lease liabilities 585,680 0.18 5,403,228 1.66 4,292,763 1.25 7,834,576 2.18

Provisions for employee benefits 848,002 0.26 1,334,080 0.41 1,472,674 0.43 1,740,506 0.48

Total Non-Current liabilities 30,913,921 9.35 35,249,135 10.86 24,622,809 7.18 22,688,454 6.30

Total Liabilities 168,950,044 51.12 129,790,278 39.97 131,948,160 38.47 177,158,841 49.23

Share capital

Authorized share capital 50,000,000 15.13 100,000,000 30.80 150,000,000 43.73 210,000,000 58.35

Issued and paid-up share 50,000,000 15.13 100,000,000 30.80 150,000,000 43.73 150,000,000 41.68

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(Unit: THB)

Statements of Financial

Position

2015 2016 2017 30th June 2018/1


capital

Retained earnings

Legal reserve - - 5,000,000 1.54 10,000,000 2.92 15,000,000 4.17

Unappropriated 110,550,100 33.45 88,901,492 27.38 50,045,787 14.59 16,734,954 4.65

Discount on business combination under common control

989,319 0.30 989,319 0.30 989,319 0.29 989,319 0.27

Equity attributable to owners of the parent

161,539,419 48.88% 194,890,811 60.03 211,035,106 61.53 182,724,273 50.77

Non-controlling interests 1,854 0.00 1,414 0.00 4,873 0.00 5,210 0.00

Total shareholders' equity 161,541,273 48.88 194,892,225 60.03 211,039,979 61.53 182,729,483 50.77

Total liabilities and shareholders’ equity

330,491,317 100.00 324,682,503 100.00 342,988,139 100.00 359,888,324 100.00

Note: /1 as of 30th June 2018, classify other non-current asset as expenses incurred during the preparation of listing on the stock exchange such as Financial advisor fee, Legal advisor fee, etc. which is included in Trade and other receivables to non-current asset 3.45 million baht for compared Financial Statement.

(Unit: THB)

Statements of

Comprehensive Income

2015 /2 2016 2017 January – June 2018


Revenue from sales of goods 261,097,248 100.00 274,468,912 100.00 256,619,217 100.00 186,406,646 100.00

Cost of sales of goods 202,341,342 77.50 204,399,657 74.47 196,299,012 76.49 147,111,637 78.92

Gross profit 58,755,906 22.50 70,069,255 25.53 60,320,205 23.51 39,295,009 21.08

Other income 2,128,404 0.82 1,120,712 0.41 2,919,389 1.14 2,166,556 1.16

Gain on exchange rate - - - - 940,392 0.37 366,273 0.20

Total other income 2,128,404 0.82 1,120,712 0.41 3,859,781 1.50 2,532,829 1.36

Profit before expenses,

financial cost and taxes 60,884,310 23.32 71,189,967 25.94 64,179,986 25.01 41,827,839 22.44

Distribution costs 3,716,786 1.42 3,283,095 1.20 3,788,092 1.48 2,515,872 1.35

Administrative expenses 22,447,735 8.60 26,887,416 9.80 35,389,025 13.79 18,611,018 9.98

Loss on exchange rate 1,578,428 0.60 23,407 0.01 - - - -

Total expenses 27,742,949 10.63 30,193,918 11.00 39,177,117 15.27 21,126,889 11.33

Profit before finance cost 33,141,361 12.69 40,996,049 14.94 25,002,869 9.74 20,700,949 11.11

Finance costs 5,384,914 2.06 5,267,021 1.92 4,280,008 1.67 3,012,723 1.62

Profit before income tax

expenses 27,756,447 10.63 35,729,028 13.02 20,722,861 8.12 17,688,226 9.49

Tax income 40,396 0.02 52,157 0.02 111,473 0.04 (998,722) (0.54)

Net profit 27,796,843 10.65 35,781,185 13.04 20,834,334 8.12 16,689,504 8.95

Other comprehensive income:

Items that will not be

reclassified subsequently to

profit or loss

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Statements of

Comprehensive Income

2015 /2 2016 2017 January – June 2018


Actuarial gain (loss) on

defined benefit plan - - (180,233) (0.07) 59,420 0.02 - -

Total other comprehensive

income 27,796,843 10.65 35,600,952 12.97 20,893,754 8.14 16,689,504 8.95

Profit (loss) attributable to:

Equity holders of the parent 27,798,972 10.65 35,781,625 13.04 20,834,875 8.12 16,689,166 8.95

Non-controlling interest (2,129) (0.00) (440) (0.00) (541) (0.00) 338 0.00

Total 27,796,843 10.65 35,781,185 13.04 20,834,334 8.12 16,689,504 8.95

Total comprehensive income

(loss) attributable to

Equity holders of the parent 27,798,972 10.65 35,601,392 12.97 20,894,295 8.14 16,689,166 8.95

Non-controlling interest (2,129) (0.00) (440) (0.00) (541) (0.00) 338 0.00

Total 27,796,843 10.65 35,600,952 12.97 20,893,754 8.14 16,689,504 8.95 Note: /2 in 2015, classify Factory depreciation 2 from cost of sales to Administrative expenses for comparing with statement of financial position in 2016 and 2017.

( Unit: THB )

Statements of cash flow 2015 2016 2017 January –

June 2018

Cash flows from operating activities

Profit before income tax 27,756,447 35,729,028 20,722,861 17,688,226

Adjustment for

Depreciation and amortization 15,692,908 20,686,078 23,690,773 12,266,727

Reversal of allowance for doubtful accounts - - 220,000 (35,000)

Allowance for slow-moving and obsolete

inventories and allowance for declining in value

of inventories (reversal)

(1,085,273) 809,340 295,051 300,964

Loss (gain) on disposal of fixed assets 1,797,682 44,707 (79,997) -

Loss on declining in value of fixed assets - - - 225,134

Provisions for employee benefits 211,852 283,087 373,869 267,832

Unrealized loss (gain) on exchange rate 253,963 31,576 (215,807) 38,155

Interest income - - (10,735) -

Interest expense 5,384,914 5,267,021 4,280,008 3,012,723

50,012,493 62,850,837 49,276,023 33,764,762

Decrease (increase) in operating assets

Trade and other receivables 1,669,377 (1,117,979) 18,924,437 (30,190,087)

Inventories (14,146,516) 18,115,023 (29,940,817) 19,784,967

Other non-current assets - (3,916,449) (378,040) 1,528,224

Increase (decrease) in operating liabilities

Trade and other payables 2,264,090 7,038,059 (6,775,791) 10,049,827

Employee benefits paid (9,875) (22,300) (161,000) -

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Statements of cash flow 2015 2016 2017 January –

June 2018

Income tax paid (3,668) (236) (63,540) -

Net cash provided by operating activities 39,785,901 82,946,955 30,881,272 34,937,693

Cash flows from investing activities

Interest received - - 925 -

Investment in subsidiary (816,105) - - -

Investment of non-controlling interests - - 4,000 -

Additions to fixed assets and intangible assets (39,442,656) (26,612,647) (20,179,672) (5,370,018)

Advances for purchase of fixed assets - - (6,431,878) (7,131,898)

Proceeds from disposals of fixed assets 56,075 - 80,000 -

Net cash used in investing activities (40,202,686) (26,612,647) (26,526,625) (12,501,916)

Cash flows from financing activities

Interest paid (5,382,545) (5,279,247) (4,218,692) (2,997,905)

Dividends paid - (52,250,000) (54,750,000) (45,000,000)

Increase (decrease) in bank overdrafts and

short-term borrowings from financial institutions (9,842,468) (40,782,727) 26,125,252 34,587,655

Proceeds from short-term borrowings 12,850,000 12,500,000 - -

Repayments of short-term borrowings (29,500,000) (24,100,000) (2,000,000) -

Proceeds from long-term borrowings 17,800,000 13,000,000 - -

Repayments of long-term borrowings (14,532,369) (13,569,206) (14,125,051) (5,744,000)

Proceeds from sale and lease back-machinery - 7,940,239 - -

Payments of finance lease liabilities (552,635) (1,031,802) (1,763,481) (952,892)

Proceeds from capital increase 30,000,000 50,000,000 50,000,000 -

Net cash provided by (used in) financing

activities 839,983 (53,572,743) (731,972) (20,107,142)

Net increase in cash and cash equivalents 423,198 2,761,565 3,622,675 2,328,634

Cash and cash equivalents at the beginning

of the year 84,138 507,336 3,268,901 6,891,576

Cash and cash equivalents at the ending of

the year 507,336 3,268,901 6,891,576 9,220,210

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Prepared by AEC Securities Public Company Limited

I certify the information above is correct and complete

K.W. METAL WORK PUBLIC COMPANY LIMITED

Miss Tiyaphon Vanagosoom Director

Miss Sunvaris Inteevorn Director

Documents

KW METAL WORK PUBLIC COMPANY LIMITED (KWM ... - SET