· 2019-07-22 · %JWJEFOE 1PMJDZ q 5IF $PNQBOZ~T EJWJEFOE QPMJDZ The Company’s dividend policy is to pay dividend no less than 40 percent of profit after tax, if the fund is not

The Company’s dividend policy is to pay dividend no less than 40 percent of profit after tax, if the

fund is not required elsewhere and subject to the economic and future project of the Company and the

subsidiaries and the payment would have no significant effect on the running of the Company.

Loxley Information Services Company Limited, Teleinfo Media Public Company Limited and

AD Venture Company Limited its subsidiaries of the Company have the dividend policy is to pay dividend

no less than 50 percent of net profit.

006

During 2006, the Company achieved one of its primary goals. We built up earnings of 213 MB forshareholders, or 0.34 Bath per share. We also paid a high dividend since we had sufficient liquidity inbusiness operations and future expansion.

Total revenue of the Company was 2,512 MB, or 59% from the Internet Providing Business, 37% fromTeleinfo Media Plc., the Yellow Pages company and 4% from Shineedotcom Co., Ltd., the provider of mobilecontents.

Total net profit of the Company was 213 MB, or 59% from the Internet Providing Service, and 37%from Teleinfo Media Plc., the Yellow Pages company and 4% from Shineedotcom Co., Ltd., the provider ofmobile contents.

Apart from our normal business operations, we expanded into a Mobile Content Business byacquiring 100% stake of AD Venture Co., Ltd., which held 70% stake in Shineedotcom Co., Ltd.

Due to our mainstream revenue coming from our corporate customer sector, in both Internet ServiceProviding and Yellow Pages businesses, we plan to implement the following policies for 2007 as follows;

1. to target expansion in our growth sectors, currently focused on our corporate sectors

2. to improve the consumer customer sector

3. to invest in other businesses that could enhance and add value to the current core business,offering increased inter-dependant support and resource management

We, on behalf of the Board of Directors and Executive Committee, would like to thank all shareholdersfor your continued, appreciated support, also to all our customers for choosing our services, as well as to allthe management and staff for providing their best efforts in ensuring a high quality service is offered to ourcustomers.

007

First of all, I would like to thank you all for your trust and support that you have shown to the

Company and the management, in running the business. During the past year, 2006, our internet business,

attained its goal of focusing on benefits sharing to shareholders, by selling high quality, profitable products.

Currently, our strategy is to provide a high quality internet service that serves all kinds of technology,

have “all area” coverage, and targets more corporate users than individual. Corporate users are less sensitive

to price than the individual. Moreover, corporate users need flexibility, quality, and types of services, which

better mirrors our core strengths.Therefore, we have driven sales to corporate users.

For 2007, we will still pursue the policies of 2006, since we view focusing on providing high quality

services to corporate users as a good policy, with high business growth potential.

Lastly, I do hope that all of our enthusiastic teamwork will be able to provide continued drive to

maintain a strong business, to the benefit of all parties and overall add to the Information Technology

Business development within Thailand.

008

2006 had been another challenging year, we are happy that the spirit of our work force is not dampened

but rose to the occasion once again to deliver a sterling performance.

During this time, we increased our voice business that dealt with live and recorded information in the areas

of horoscope, ringtones etc. With the acquisition of Shinee.com by our parent company, CSL, we were able to

synergize with them to produce many new products that the consumers needed.

In January 2006, we delivered our first one book solution Thailand Yellow Pages directory that was

welcome by both businesses and consumers alike. From our research*, we found Thailand Yellow Pages awareness

is now 100%. This is made possible because of our highly successful award winning brand advertising campaign,

done by Creative Juice/G1. Since they have started with us two years ago, with the TVC “Dad” which was the rave of

the town, this was soon followed by “baby” this year and proven to be also another hit with the consumers.

Our strategy of promoting that the Thailand Yellow Pages information is in the printed book and you use it

as a very convenient comparison buying tool or one can call through 1188 while on the move and click to our

website when you are more adaptable to the new search tools. Thus, with this strategy of FLIP the book, CALL 1188 and CLICK and then search it on the Internet, virtually we get the users use us wherever they are whenever

they need it! Thus making this medium relevant to their lifestyles – a companion for life.

We are always trying to bring in more traditional information through the use of technology and such

thing as the Audio Guide information. Currently, we are running it with the museums and together with audiotex

information we have transformed ourselves into a complete buyers’ led information provider company serving the

needs of the consumers and the businesses.

We will continue make our forays into new areas of growth like the niche guides and of course, some of

which will be successful while others may not be. However, for those which will not, we will exit and we would also

like to announce that we will diverse ourselves from Raffles Corp Co., Ltd on mutual agreement. As said, we will

continue to look for business areas that will generate future revenue streams for the company in the areas that will

compliment our core competencies such as internet, audiotex and mobile.

We would like to thank our investors, supporters, suppliers and workers who have contributed one way in

another to our confidence that makes our work more fruitful, fun and profitable.

Thank you and have a very prosperous 2007.

009

The Board of CS LoxInfo Public Co., Ltd. has appointed three Independent Directors to be the Audit

Committee (AC). In year 2006, the AC consisted of Mr. Prathueng Srirodbang, the Chairman with expertise in

legal matters, Mr. Gan Hui Beng, and Dr. Sillapaporn Srijunpetch, the members of the AC with expertise in

management, finance, accounting and auditing. All members possess qualifications as prescribed by the SET,

and own no shares in the Company. They also take no part in business management, are not consultants or

business partners of the Company and its related companies. They also have not been appointed to protect

the interest of directors or major shareholders.

In 2006, the AC met eight times in meetings with the top management executives and the external

auditors to carry out the roles, duties and responsibilities being assigned by the Board and as specified in the

Audit Committee Charter. In summary, the significant matters addressed included :

The AC monitored to ensure the

Company complied with relevant laws and regulations, like the SET and SEC regulations and notifications,

related business laws and regulations, as well as the general laws and the rules and regulations of NTC. The

Committee also reviewed for adequate and correct information disclosure by the Company, particularly in

the areas of connected party transactions, ensuring they had been entered into on arm’s length basis under

normal commercial terms, and appropriate business license granted by the NTC on a yearly basis.

The AC reviewed the

Financial Statements for compliance with generally accepted accounting principles, and ensured

information disclosed was clear, adequate, timely and meaningful for the shareholders and other users of the

published financial statements. To this end, the AC reviewed and concurred with the external auditor’s audit

work plan, invited them to join the meetings involving review of the Financial Statements for material

accounts, changes, adjustments, reserves, provisions and significant information disclosures. Private

meetings with the external auditors that did not include management executives were also held to obtain

independent feedback and establish the auditors’ independence.

The AC reviewed the meeting minutes of

the Company’s Risk Management Committee, paying particular attention to identification of risk factors and

their disposal or mitigation, on a quarterly basis, and provided constructive suggestions of ways identified

risks could be more effectively managed. It was observed that most of the major risks of the Company were

external environment related, e.g. intense price competition, regulatory rules and conditions governing

business operation, and third party support on the service infrastructure.

012

The AC reviewed the adequacy of internal

control within the Company on a regular basis from the reports of both internal and external auditors. The

AC would bring major items of concern to the attention of the Board together with the remedial action to be

taken. For management control, it was in place and effective in ensuring business focus, efficient operations,

effective risk management, safeguard of assets, and people management. Overall, the AC was of the opinion

that the Company had adequate internal control and management control.

The Office of Internal Audit of the

Company reports directly to the AC on a functional basis. The AC reviewed and approved the Internal Audit

annual work plan covering both the Company and its subsidiaries. In the review, the AC took into account

sufficiency of headcount, quality of the internal auditing process, and provided constructive suggestions on

improvements.

The AC reviewed the work quality and independence of

the external auditors from reports and private meetings. The AC also considered the scope of work and

related audit fee. For year 2007, the AC agreed to recommend the appointment of PricewaterhouseCoopers

ABAS (PwC) as external auditors for one more year at an audit fee of 3,269,175 bahts to the Board for

recommendation to the shareholders at the AGM.

The AC performed an assessment of its actual work scope

by reference to the Audit Committee charter and known best practices. The results showed that, on a

practical basis, the scope of work covered by the AC in 2006 was in line with both the AC charter and

established good practices.

In conclusion, the Audit Committee has reviewed the performance of the Company and its

subsidiaries in the areas of business operations, corporate governance, financial reports, internal control and

risk management, with the management executives, external auditors, and internal auditors, to ensure that

the business of the Company was operated with adequate internal control and risk management, and the

reported financial statements were accurately prepared using generally accepted accounting principles.

013

014

Directors

5 Mr.VirojTocharoenvanith Director 6.Mr.MarkChongChinKok Director and Member of the Executive Committee 7.Mr.VasantChatikavanij Director and Member of the Executive Committee 8.Mr.YongsitRojsrivichaikul Director and Member of the Executive Committee 9.Mr.TanaditCharoenchan Director and Member of the Executive Committee

86 7 95

014

CS LoxInfo Public Company Limited

015

Annual Report 2006 CS LoxInfo Public Company Limited

016

1.Mr.SomchaiSinjananuruk Managing Director

2.Mr.SurachartKukasamerat Deputy Managing Director - Sales

ManagementTeamTeleinfoMediaPublicCompanyLimited

2 1

01�


01�


The Company believes that having a good management system, visionary and responsible Board of

Directors and executives, allows internal controls with a balance of power which consequently promotes,

transparent and auditable operations, which respects all shareholders’ rights and equitable treatment and

has accountability to stakeholders, are essential factors in maximizing long term stakeholders’ wealth.

Therefore, the Board has established a good Corporate Governance Policy that covers five areas,

1. Board of Directors (the Board)

2. The rights and equitable treatment of Shareholders and the Roles of Stakeholders

3. Information Disclosure and Transparency

4. Internal Control and Risk Management

5. Corporate Philosophy and Code of Conduct

Since 2005, the Board has foreseen the growing importance of Corporate Governance (CG) in

conjunction with business operations. Therefore, the Board was determined to have a special yearly meeting

for considering and upgrading the CG for the Company, enabling it to be of a world class standard, as well as

to be complying with SET guidelines. In the Board of Directors Meeting No. 3/2006, the third revision of CG

policy was approved.The executives and staff have also signed up to its acknowledgement and practices.

The Board determined CS LoxInfo Public Company Limited, a company in Shin Corporation Group of

companies, to be a leading Thai company, with successful, internationally acknowledged and implemented

perspectives, whilst having a variety of businesses with state of the art technology, strong management and

capable staff.

The Board members have leadership, vision and independence in making decisions, and are

responsible in governing the corporation and providing the greatest benefit to its stakeholders. As such, the

duties, roles and responsibilities of the Chairman of the Board, the Chairman of the Executive Committee and

the Managing Directors are clearly segregated.

In determining the business direction, vision, mission and annual targets, the Board will make

approval of, monitor and evaluate the executives within agreed time frames, through the Executive

Committee, on a regular basis.

Due to intense the competition in the internet service providing industry, during 2006, the Board

agreed to focus on increasing benefits to its shareholders by targeting corporate customers, who through

our experience, are effective in generating both revenue and profit. Loss making corporate sales would be

020

1. Dr. Dumrong Kasemset Director / Chairman of the Executive Committee / -0- Chairman of the Compensation Committee / Nomination Committee / Representative of major shareholder 2. Mr. Prathueng Srirodbang Chairman of the Audit Committee / -0- Chairman of the Nomination Committee / Independent Director 3. Mr. Gan Hui Beng Audit Committee / Remuneration Committee / -0- Independent Director 4. Dr. Sillapaporn Srijunpetch Audit Committee / Independent Director -0- 5. Mr. Mark Chong Chin Kok Director / Member of the Executive Committee / -0- Remuneration Committee / Nomination Committee / Representative of major shareholder 6. Mr. Vasant Chatikavanij Director / Member of the Executive Committee / 301,610 Remuneration Committee / Representative of major shareholder 7. Mr. Viroj Tocharoenvanith Director / Representative of CAT Telecom -0- 8. Mr. Yongsit Rojsrivichaikul* Director / Member of the Executive Committee / -0- Representaive of major shareholder 9. Mr. Tanadit Charoenchan** Director / Member of the Executive Committee / -0- Representaive of major shareholder

Number of

Name Position Sharesholding (as at Dec 31, 2006)

avoided.Thisresultedingoodbusinessperformance.In2007,wewillcontinueonthesametrack,aswestill

foreseethecontinuingopportunitiesincorporatebusinessexpansion.

2. Composition of the Board of Directors, the Appointment, and its Independence

The Board consists of nine qualified and experienced directors in various fields, i.e.,

telecommunication, legal, accounting and finance. Five are representatives of three major shareholders;

threeare independentdirectors,whoaccountforonethirdoftheBoard;oneistherepresentativeforCAT

TelecomPlc.servingonbehalfoftheconcessiongrantor.ThefullBoardisasfollows,

SecretarytotheBoard: Mr. KamonmitVudhijumnonk (Details of his profile and qualifications are shown

atPage044)

TheAuthorizedDirectors: Dr.DumrongKasemsetorMr.YongsitRojsrivichaikulorMr.TanaditCharoenchan

cosignswithMr.VasantChatikavanijorMr.VirojTocharoenvanithorMr.MarkChongChinKok,altogether2

directors,togetherwithCompanyseal.

* Appointed Director as of March 21, 2007 in substitution of Mr. Anant Kaewruamvongs (Mr. Anant Kaewruamvongs replaced Mr.BoonkleePlangsiriwhoresignedonFebruary21,2007)**Appointed Director as of February 22, 2007 in substitution of Mrs. Siripen Sitasuwan who resigned as Director effective on February21,2007.

Directors Nomination and Appointment Process

The Company has appointed the Nomination Committee (NC) to consider setting standards and

policies in nominating a qualified director under the Company’s Articles of Association and relevant laws,

aswellastonominatesuchaqualifiedpersontobeadirectoroftheCompanywheretheofficeisvacant.

020


021


The NC considers the educational background and professional experiences of the appointee. It provides

sufficientusefulinformation,fortheconsiderationordecisionmakingoftheBoardandtheshareholders.

Moreover, it was determined that in every Annual General Shareholders Meeting, one third of the

directors shall resign from the position. In case that the number of the directors cannot be divided into

three,theclosesttoonethirdofthedirectorsshallresignfromtheirpositions. Inthefirstandsecondyear

aftertheCompanyislistedontheStockExchangeofThailand,thedirectorswhoarerequiredtoresign,shall

applythemethodofdrawinglotstodeterminewhoshallresign.Onsubsequentyears,thelongestserving

directorsshallresignandmaybere-electedtoresumetheirpositions.

IncasetheofficeofDirectorisvacant,duetoreasonsotherthanbytherotationalscheme,theBoard

shallelectapersonwhoisqualifiedandhasnoprohibitedcharacteristics inaccordancewithClause68of

thePublicCompanyActB.E.2535.ThesuccessfulcandidatewouldreplacetheDirectoratthenextmeeting.

Unless the remaining tenure of the Director vacating office is less than two months, a director who has

elected as a replacement shall retain this position only up to the remaining tenure of such preceding

director.

AsstipulatedintheCompany’sArticlesofAssociation,theshareholdersmeetingshallelectdirectors

underthefollowingrulesandprocedures.

1. Allshareholdershavevotesinequivalenttothenumberofsharesbeingheld.

2. Each shareholder may use all votes set forth in (1) to elect one or more directors. In case of

electing a number of directors, those votes may not be divided in any proportion for any

particulardirector.

3. Thosewhoreceivethehighestrespectivevotesshallbeelectedasdirectorsinanumberequalto

those to be elected at such a meeting. In cases of tied votes cast, which would result in the

numberofdirectorsgreaterthanthatpermittedforthetimebeing,thepresidingchairmanshall

haveacastingvote.

TheCompanyhasnotdeterminedthemaximumnumberofoccasionsadirectorcanbere-elected,or

his/her age, but will take into consideration his/her time, capabilities, and knowledge devoted to the

Companyinperformingduties.Exceptanindependentdirectorshallnotserveformorethan3consecutive

termsoratotalofmorethan9years.

Qualifications of the Board of Directors

Directors of the Company have qualifications and characteristics as specified in the relevant laws.

Theyhaveknowledge,capabilityandethicsincarryingoutbusinessesandsufficienttimetodevotehis/her

knowledgeandcapabilitiesinperformingdutiesfortheCompany.Moreover,thedirectorsoftheCompany

are able to be directors in other companies, as long as such directorship does not hamper his/her

performanceincarryingoutdutiesasthistheCompany’sDirector.

TheCompanyalsoencouragesthedirectorstoattendtrainingclassesforrolesandresponsibilitiesof

beingadirector,e.g.,DAP,DCP,etc.inordertohaveathoroughunderstandingoftheirroles.Theprofileofthe

Company and its subsidiaries, relevant rules and regulations, and the Director’s Handbook, are normally

provided to the Directors, especially for new appointtees.This provides them with sufficient information,

knowledgeandunderstandingaboutthebusinessoftheCompany,therolesandresponsibilitiesofbeinga

director.Todate,allofourdirectorsincludingtheManagingDirectorhavealreadyattendedtheDAPorDCP

course.WealsoencouragetheDirectorstohavecontinuingeducationprograms,toenablethemtoperform

theirdutieseffectively,includingcorporategovernancematters.

022


023


Independence and Definition of the Independent Directors

Wedefine“IndependentDirector”intheCompany’sCGpolicyasadirectorwhoisfullyqualifiedwith

regards to independence, in accordance, with the SET’s guidelines. He/She shall be able to equitably

safeguardtheinterestsofshareholders,andpreventaconflictofinterest.He/Sheshallalsobeabletogive

independentopinionsintheBoardMeetings.Detailsofhis/herqualificationsareasfollow,

1. Being a director who holds shares of not more than 0.5% of paid-up capital of the Company,

affiliated company(s), associated company(s), or related company(s). Shares held by his/her

relation(s)shallbeincluded.

2. Being a Director who does not take part in the management of the Company, affiliated

company(s), associated company(s), related company(s) or is a majority shareholder(s) of the

Company,andisnotanemployee,staffmember,oradvisorwhoreceivesaregularsalaryfromthe

Company, affiliated company(s), associated company(s), related company(s), or majority

shareholderoftheCompany.

3. BeingaDirectorwhohasnobenefitsor interests,directlyor indirectly, intermsof financialand

management of the Company, affiliated company(s), associated company(s), or majority

shareholder(s)oftheCompany,andshallhavenobenefitsorinterestsinsuchmannerforaperiod

of 1 year prior to the appointment as a Director except the Company’s Board of Directors has

carefullyconsideredandopinedthat thosebenefitsor interestshaveno impactonperforming

dutiesandgivingindependentopinion.

4. Being a Director who is not a related person or close relative of any management member or

majorityshareholder(s)oftheCompany.

5. BeingaDirectorwhoisnotbeingappointedasarepresentativetosafeguardtheinterestsofthe

Company’s Directors, majority shareholder(s) or shareholders who relate to majority

shareholder(s)oftheCompany.

6. Being a Director who is able to perform duties, give opinions or report on the results of

assignments by the Board with no pressures due to circumstances or controls of the

management, majority shareholder(s) of the Company including their related persons or close

relatives.

3. Chairman of the Board and Chairman of the Executive Committee The Company has a policy that the Chairman of the Board and the Chairman of the Executive

Committeeshouldbecapableandpossessappropriateexperienceandqualifications.Theyshallnotbethe

samepersoninordertobalancethepowerbetweendirectionandmanagementfunctions.Theresponsibilities

oftheChairmanoftheBoardandtheChairmanoftheExecutiveCommitteearespecifiedasfollows.

• Chairman of the Board is a non-executive Director, has responsibility as the leader of the

DirectorsindirectingandmonitoringtheperformanceoftheExecutiveCommitteeinachieving

itsgoalsandobjectives.HealsochairstheBoardmeetingandtheShareholdersmeeting.

• Chairman of the Executive Committeetakesresponsibilityastheleaderoftheexecutivesofthe

Company,aswellasreportingtotheBoardinareasof managementwhenaskedtoimplement

andachieveplans.

022


023


4. Authorities, Scope of Duties, and Responsibilities of the Board

Themajorauthorities,duties,andresponsibilitiesoftheBoardareasfollows,

• To direct the Company to be in compliance with laws, objectives, Articles of Association, and

resolutionsoftheshareholders’meetingingoodfaith,withhonestyandintegritytopreservethe

interestsoftheCompany.

• To set targets, concepts, policies, project plans, and budgets for the Company, to oversee and

superintendtheadministrationandmanagementoftheExecutiveCommittee(EXCOM)tobein

line with policiesassigned,except forthefollowingmatters inwhich theBoardshall haveto

receiveresolutionsfromtheshareholders’meetinginpriortoperformingsuchactions,i.e.,

- Matters that the law requires to have a resolution from the shareholders’ meeting are

capitalincrease,capitalreduction,issuanceofdebentures,saleortransfereitherinwholeorin

material parts of the business of the Company to other persons, purchase or acceptance of

transferofbusinessofothercompaniesbytheCompany,ortheamendmentofMemorandum

orArticlesofAssociationoftheCompany,etc.

- The transactions in which thedirectorshave interests or transactions that aresubject to the

requirements of laws and regulations of the SET, in which the resolution by a shareholders’

meetingisrequired.

• To approve major transactions such as new investments and asset acquisitions or dispositions

andothertransactionsspecifiedbythelaw.

• TheBoardmay,as itdeemsappropriate,appointordelegateanypowertoanyotherpersonto

conduct the Company’s business subject to the control of and within the time

parameters specified by the Board, whereby such appointment or delegation of power may, at

anytime,becanceled,revoked,withdrawnoramended.

Provided that the said appointment or delegation of power shall not be made in a manner

that the Board or the person appointed or delegated would then be able to approve any

transaction to be entered into between the Board, the person appointed or delegated by the

Board,oranypersonwhomayhaveconflictsofinterestoranyotherbenefits(asstipulatedbythe

Office of the Securities and Exchange Commission) and the Company or the Company’s

subsidiaries,unlesstheapprovalforsuchtransactionsisincompliancewiththepolicyandrules

alreadyapprovedbytheBoard.

• To approve or agree to related transactions between the Company and its subsidiaries, in

compliance with relevant notifications, regulations and guidelines of the Stock Exchange of

Thailand.

Review of the Company’s CG Policy, as well as appraisal of conformance to the policy shall also be

madeatleastonceayear.

5. The Sub-Committees

TheBoardhasappointed4sub-committeestoconductadetailedstudy,toexamineandrelievesomeof

thedirectors’worktoacertainextent.

5.1 Audit Committee

5.2 Remuneration Committee

024


5.3 Nomination Committee

5.4 Executive Committee

5.1AuditCommittee(AC)

Name Position No.ofMeetingAttendance/

No.ofMeetingsin2006

1. Mr. Prathueng Srirodbang Chairman of the AC and Independent Director 8/8

2. Mr. Gan Hui Beng Member of the AC and Independent Director 6/8

3. Dr. Sillapaporn Srijunpetch Member of the AC and Independent Director 7/8

TheACconsistsofthreeindependentdirectors.Twoarefinancialandaccountingexpertsi.e.Mr.Gan

HuiBengandDr.SillapapornSrijunpetch,andoneisalegalexpert,Mr.PrathuengSrirodbang.Everymember

has qualifications as specified under the guideline of the SET and meets the requirements of an

independentdirectorasdefinedintheCompany’sCGpolicy.

TheAChasathreeyearterm,thesameasthedirectorshipposition.Those,whocompletethetermof

the AC membership can be re-elected for no more than nine years or three consecutive terms.The

authorizeddutiesoftheACareasspecifiedintheCharteroftheAC.TheACwillalsoreviewtheCharterfor

appropriatenessonayearlybasis,andmakefurtherproposalsforapprovalbytheBoard.Thelatestversionof

theCharterwasapprovedbyBoardMeetingNo3/2007onMarch21,2007.Detailsareasfollows,

• To carry out a review of the Company’s financial statements with the management

andexternalauditors toensure that thestatementsaccuratelypresent the financialpositionof

the Company and that they are prepared in accordance with generally accepted accounting

principles.

• TogiverecommendationtotheBoardaboutthechangestotheCompany’saccountingpolicies

andfinancialauthoritiesdelegatedtoEXCOMandtheManagingDirector.

• To ensure that the company has appropriate and efficient internal control and internal

auditsystems.

• To carry out a review to ensure that the Company operates in compliance with the Securities

andExchangeActs,theregulationsoftheStockExchangeofThailandandanyotherrelevantlaws

• To consider, select, and propose the appointment and audit fees of the company’s external

auditor to the Board, as well as approve its audit plan and meet privately with the external

auditoratleastonceayear.

• Toreviewpoliciesfortheapprovalofnon-auditservicesandmakerecommendations.

• ToreviewtheworkoftheRiskManagementCommitteeoftheCompany.

• To review and provide opinion on material connected transactions for compliance and

conflict-of-interests,aswellasaccurateandcompletedisclosure.

• ToreviewandgiveopinionsontheperformanceoftheInternalAuditOfficeandcoordinatework

withtheCompany’sexternalauditors.

• Toensureallnecessaryassistanceandcooperationrequiredbytheexternalandinternalauditors

areprovidedbythemanagement.

• ToprepareanannualACactivitiesreportwhichmustbesignedbytheChairmanoftheACand

disclosedintheCompany’sannualreport.

025


1. Dr. Dumrong Kasemset Chairman of the RC

2. Mr. Vasant Chatikavanij Member of the RC

3. Mr. Gan Hui Beng Member of the RC / Independent Director

4. Mr. Mark Chong Chin Kok Member of the RC

Name Position

TheRCconsistsof fourdirectors.Threearerepresentativesofthemajorshareholders,andoneisan

IndependentDirector.Thescopeofdutiesandresponsibilitiesareasfollows,

• Toappropriatelydeterminenecessaryremuneration,bothmonetaryandnon-monetary,annually

in order to proride necessary incentives and retain the Board, Sub-Committees and senior

executivesoftheCompany.

• TopreparepoliciesandcriteriastodetermineremunerationoftheBoardandseniorexecutives,

forapprovalbytheShareholders’Meeting,and/ortheBoard,dependingoneachcase.

• Report to the Board, and be responsible for providing explanations and clarifications about

remunerationoftheBoardandseniorexecutivesinShareholders’Meetings.

• Toreportontheremunerationpolicies,rationale,andobjectives,aswellastomakedisclosuresin

theannualreport.

• Others,asassignedbytheBoard.

• Toconsiderandappraiseannually,theperformanceoftheAssistantDirectorofInternalAudit.

• To consider and approve the Internal Audit Charter, annual internal audit plan, budget and

manpoweroftheInternalAuditOfficeandtheadequacyoftheinternalauditfunction.

• ToreporttheACactivitiestotheBoardatleastonceduringeachquarter.

• Toreviewthescopeofduties,responsibilitiesandtoconductACperformanceself-assessmenton

ayearlybasis.

• Tohavefullaccessandthecooperationofmanagement.

• To have the power to invite members of the management, officers and employees of the

Company or external parties, to give statements, to attend a meeting and to deliver necessary

documents

• Tohavedirectaccesstotheexternalauditorsintheinvestigationofanymatterwithinitsterms

ofreference

• To have the power to engage consultant(s) or independent person(s) to provide opinions or

adviceifnecessary,inaccordancewiththeCompany’sregulations,andexpenses(withnobudget

provided)undertheapprovalofauthoritygivenbytheManagingDirector

• TocarryoutotherworksdesignatedbytheBoardofDirectorsandagreedtobytheAC

TheAChasconductedaself-assessmentfor2006,byteam,toreviewtheactualperformanceagainst

the Charter of the AC and Best Practice.The results were reported to the Board during Board Meeting

No 3/2007 on March 21, 2007.The results showed that both the Charter of the AC and Best Practice was

conformedto.

5.2 RemunerationCommittee(RC)

026


027


In2006,theRCmetoncetimetoconsiderandapprovetheallocationofwarrantsunderESOPGrant

IVprogramtothedirectorsandstaff,aswellasapprovetheremunerationsfor independentdirectorsand

externaldirectors.

The Company also determined remuneration for directors and executives as well.The RC would

consider, analyze, and propose directors remuneration to the EXCOM and shareholders for approval.The

remuneration for directors and executives normally relates to their duties and responsibilities, and are

comparablewithothercompaniesinthesameindustry.

5.3 NominationCommittee(NC)

1. Mr. Prathueng Srirodbang Chairman of the NC / Independent Director

2. Dr. Dumrong Kasemset Member of the NC

3. Mr. Mark Chong Chin Kok Member of the NC

Name Position

The NC consists of three directors.Two are representatives of major shareholders and one is

anIndependentdirectoractingastheChairmanoftheCommittee.Thescopeofdutiesandresponsibilities

areasfollows,

• To determine policies and criteria for nominating the Board and Sub-Committees of

theCompany.

• To nominate directors by considering suitable candidates for approval by the Board, and/

ortheShareholders’Meeting,dependingoneachcase.

• ToconsidersuitablecandidatestobenominatedasChairmanoftheEXCOM,ifthereisvacancy,

aswellastodeterminecriteriaforsucceedingtheseniorexecutives.


In2006,theNCmetoncetimetoconsiderappointingdirectorsanddeterminingtheirauthorityfor

thereplacementofretireddirectorsinaccordancewiththecompany’sArticlesofAssociation.

5.4 ExecutiveCommittee(EXCOM)

Name Position No.ofMeetingAttendance/

No.ofMeetingsin2006

1. Dr. Dumrong Kasemset Chairman of the EXCOM 13/13

2. Mr. Vasant Chatikavanij Member of the EXCOM 10/13

3. Mr. Mark Chong Chin Kok Member of the EXCOM 7/13

4. Mr. Yongsit Rojsrivichaikul* Member of the EXCOM -

5. Mr. Tanadit Charoenchan** Member of the EXCOM -

TheEXCOMconsistsofthedirectorsoftheCompany,ManagingDirector,andExecutiveChairmanof

SatelliteandInternationalBusinessLineastheChairmanofEXCOM.Thescopeofdutiesandresponsibilities

areasfollows,

* Appointed the Member of the Executive Committee as of March 21, 2007 in substitution of Mr. Anant Kaewruamvongs

(Mr.AnantKaewruamvongsreplacedMr.SomprasongBoonyachaiwhoresignedonFebruay21,2007)

**AppointedtheMemberoftheExecutiveCommitteeasofFebruary22,2007insubstitutionofMrs.SiripenSitasuwan

026


027


• To determine policies, directions, strategies and core management structure for business

operations in line with economic and competitive conditions that have been defined and

declaredtoShareholders,forapprovalbytheBoard.

• To determine business plans, budgets, and working authority limits of the Company for

approvalbytheBoard.

• To monitor efficient policy implementation and operating procedures according to favorable

businessconditions.

• TomonitortheCompany’soperatingperformancetobeinlinewiththeapprovedbusinessplan.

• Toconsideranymaterialinvestmentprojects.

• Havingauthoritytoapprovefinancialtransactionsofnothigherthan400millionbaht.Incaseof

the finance banking transactions, for example, deposit, lending, hedging instrument on foreign

exchangeandinterestrate,thetransactionvalueanddetailsrequirestheBoard’sapproval. The

EXCOM may delegate an executive or individual to carry out or acknowledge a business

accordingtothediscretionoftheEXCOM.

• The approval of the EXCOM or the delegates shall not be for the connected transaction(s) or

wheretheCommitteemayhaveaconflictof interestaccordingtotheArticlesofAssociationof

theCompanyorthatdefinedbytheregulatorybody(ies).

• ToreporttheCompany’sperformancetotheBoardonthemonthlybasis.


ManagementTeam

AsofDecember31,2006theCompany’sManagementiscomposedofthefollowingpeople:

1. Dr. Dumrong Kasemset Chairman of the Executive Committee

2. Mr. Anant Kaewruamvongs Managing Director

3. Mr. Anuwat Sanguansappayakorn Chief Financial Officer

4. Mrs. Aksara Assavapokee Senior Director of Finance & Accounting Department

5. Mr. Pinyo Po-ngern Director of Information System Department

6. Dr. Somchai Kittichaikoolkit Director of Marketing Department

7. Mr. Pote Punsiripote Director of Sales Department

8. Mrs. Suwanund Jatesawangsri Director of Customer Services Department

9. Mr. Kiat Intarasuriyawong Director of Technical & Operations Department

Name Position

ScopeofAuthoritiesandResponsibilitiesoftheManagingDirector

TheManagingDirector(MD)hasauthorityaccordingtothatbeingdelegatedbytheBoard,whichis

in compliance with the rules, regulations, and Articles of Association of the Company.The MD did not

conduct or enter into transaction that he or conflicting person may have conflict of interests with the

Companyorthesubsidiaries,asdefinedbytheNotificationsoftheSEC.Exemptionisonthecaseofrelated

transactions where no approval is required from a shareholders’ meeting, as announced by the SET

regardingthePrinciple,Procedure,andDisclosureofRelatedTransactionsofthelistedcompanies,andthe

approvalofinternalmanagementoftheCompanyanditssubsidiaries.028


029


ApprovalauthorityoftheMD

TheMDhasbeendelegatedofthefinancialauthorityfromtheBoardatthemaximumof10million

bahtforcapitalexpenditure.

6.TheMeetingoftheBoardofDirectors TheBoardhasscheduledfortheBoardMeetingatleastsixtimesayear,withpre-schedulingforthe

entireyear.Specialmeetingcanbeheldasnecessary. Inorganizingameeting, theChairmanof theBoard

andChairmanoftheEXCOMwillagreetowiththeagendaitems.SecretarytotheBoardwillcoordinatewith

therelevantpartiesanddistributethenoticetothemeetingalongwiththemeetingagendasandmeeting

document to the directors atnot less than seven days in prior to the meeting date for the Board tohave

sufficienttimetodigesttheinformation.Inyear2006,theBoardmetfor9times.

Normally, each meeting would take about two hours, with the Chairman of the Board chairing the

meeting.He is responsible foroverseeingthemeetingprocessandmanagingtimeforeachagendatobe

sufficientforthedirectorstodiscussandexpresstheiropinionsindependently,takingintoconsiderationthe

benefitoftheshareholdersandstakeholdersonafairbasis.Managementwillprovidesufficientinformation

fortheBoardconsideration.Whereadirectormayhaveconflictofinterestwithanymeetingagenda,he/she

willnotbepresentinthemeetingforthatagendaitem.

After that, the Secretary to the Board will finish preparing the minutes of the meeting by 14 days,

keep such the minutes and supplemented documents, as well as support and follow up matters for

facilitating the Board to perform duties in compliance with applicable laws, rules and regulations, and

shareholders’meetingresolution.

In2006,insummary,therewerebelowmeetings.

AGM EGM Boardof Audit Nomination Remuneration Executive 06 1/2006 Director Committee Committee Committee Committee Name Meeting Meeting Meeting Meeting Meeting

No.ofMeetingAttendance/No.ofMeetingin2006

7.DirectorsandManagementsRemuneration The Company, by the RC, will consider, analyze, and propose remuneration of the directors to the

Boardandshareholdersapprovalonayearlybasis.Theremunerationofthedirectorsandthemanagement

shall get along well with their duties and responsibilities, be comparable to the industry standard, and

attractiveenoughtoretainthequalifieddirectorsandmanagement.

1. Dr. Dumrong Kasemset 1/1 1/1 9/9 - 1/1 1/1 13/13

2. Mr. Prathueng Srirodbang 1/1 - 9/9 8/8 1/1 - -

3. Mr. Gan Hui Beng 1/1 1/1 7/9 6/8 - 1/1 -

4. Dr. Sillapaporn Srijunpetch 1/1 1/1 8/9 7/8 - - -

5. Mr. Viroj Tocharoenvanith - 1/1 9/9 - - - -

6. Mr. Mark Chong Chin kok - - 5/9 - 1/1 1/1 7/13

7. Mr. Vasant Chatikavanij 1/1 - 8/9 - - 1/1 10/13

8. Mr. Yongsit Rojsrivichaikul* - - - - - - -

9. Mr. Tanadit Charoenchan** - - - - - - -

* Appointed Director as of March 21, 2007 in substitution of Mr. Anant Kaewruamvongs (Mr. Anant Kaewruamvongs replaced Mr.BoonkleePlangsiriwhoresignedonFebruary21,2007)

**Appointed Director as of February 22, 2007 in substitution of Mrs. Siripen Sitasuwan who resigned as Director effective on February21,2007.

028


029


1. Mr. Viroj Tocharoenvanith Director and representative of CAT Telecom Plc. 0.375

2. Mr. Prathueng Srirodbang Independent Director and Chairman of the AC 0.745

3. Mr. Gan Hui Beng Independent Director and Member of the AC 0.600

4. Dr. Sillapaporn Srijunpetch Independent Director and Member of the AC 0.625

Name Position Remunerationfor 2006*(MillionBaht)

TheCompanyhaspolicytoremunerateonlytotheindependentdirectorsandexternaldirectors.The

executivedirectorswillberemuneratedonlyonthemanagementposition.

The remuneration for each managementwill link with the operatingperformanceof the Company

and his/her working performance.The Company also issues and offers warrants for purchasing the

Company’scommonsharestothemanagementandemployeesundertheEmployeeStockOptionProgram

(ESOP)toattractandretainthemwiththeCompany.

In2006,theCompanypaidfollowingremuneration.

1.RemunerationfortheBoard

• Total monetary remuneration for the Board, only independent directors or non-executive

directors,fortheperiodasatDecember31,2006comprisedofmeetingallowanceandbonus,totalingBaht

2,345,000 for four directors.The details of which are as follow. ( Executive directors did not receive

remunerationasdirectors.)

2.RemunerationfortheExecutives

• Total monetary remuneration for the Executives, for the period ended December 31, 2006

comprisedofsalary,bonus,providentfund,andotherfringebenefitsofeightmanagement,wasBaht19.07

million (excluded the Executive Chairman who receives remuneration from Shin Satellite Plc., the indirect

shareholderoftheCompany).

3.OtherRemunerations

The Company plans to issue and offer warrants to purchase the Company’s ordinary shares to the

directorsandemployeestomotivateandrewardtheirpastperformanceswhichshouldtherebybenefitthe

Company in the long run. Under a continuous program, the Company will issue and offer such warrants

continually for five-year period subject to shareholders’ approval in each year. At the end of 2006, the

Companyhasissuedandofferedfourprograms.Thedetailsofwhichareasfollow.

Offering Size 3,096,300 units 2,213,700 units* 8,559,100 units 8,354,300 units

Offering Price Bt 0 Warrant Term Not more than 5 years from the Issuance and Subscription Date

Exercise Ratio** 1 unit of warrant per 1.22090 1 unit of warrant 1 unit of warrant common share per 1.198811 per 1.12898 common share common share

Exercise Price** Bt 7.371 per share Bt 7.610 per share Bt 5.780 per share Bt 3.171 per share

Issuance and 14 May 2004 16 May 2005 31 May 2005 31 May 2006 Subscription Date

Descriptions Program1 Program2 Program3 Program4

*MeetingallowancefortheperiodofJanuarytoDecember2006,andaccruedbonuswhichwaspaidinFebruary2007.

030


031


The director and No. of % of No. of % of No. of % of No. of % of management of the Warrant No. of Warrant No. of Warrant No. of Warrant No. of Company and its allocated Warrant allocated Warrant allocated Warrant allocated Warrant subsidiaries receiving of (Units) issued (Units) issued (Units) issued (Units) issued the warrants

1. Mr. Anant Kaewruamvongs 1,000,000 32.30 704,600 24.42 966,400 11.29 1,002,500 12.00

2. Dr. Somchai Kittichaikoolkit 550,000 17.76 202,000 7.00 250,000 2.92 417,700 5.00

3. Mr. Anuwat Sanguansappayakorn - - 162,200 5.62 350,000 4.09 417,700 5.00

4. Mrs. Aksara Assavapokee 174,200 5.63 426,400 14.78 572,700 6.69 501,300 6.00

5. Mr. Somchai Sinjananurux - - - - 771,700 9.02 835,400 10.00

6. Mr. Surachart Kukasamerat - - - - 753,300 8.80 853,400 10.00

7. Dr. Charles Han - - - - - - 459,500 5.50

8. Mr. Pinyo Po-ngern - - - - - - 200,500 2.40

9. Mrs. Suwanund Jatesawangsri - - - - 80,000 0.93 167,100 2.00

Descriptions Program1 Program2 Program3 Program4

8.SuccessionPlan CG policy of the Company specified that there should be a succession plan for the position of

Chairmanof theEXCOM and senior management to buildup a confidenceamongshareholdersandstaff

that the operations of the Company will be continued interruptedly.The mission is assigned to the NC in

determiningthecriteriaandplan.

9.ThePerformanceAssessmentoftheBoardofDirectors IntheBoardMeetingNo3/2007onMarch21,2007theBoardhasconductedself-assessmentforthe

year 2006 by team, to assess whether the approved CG policy and good practices were followed, and

forfurtherimprovementoftheBoardefficiency.

Chapter 2 : Shareholders’ Rights and Equitable Treatment and Roles of the Stakeholders

1.Shareholders’Rightsandequitabletreatment The Board respects the shareholders rights and has duty in protection of the benefit of every

shareholder equitably, in regardless of type of shareholders, i.e., retail, foreign, institutional, or wholesale

investor.Everyshareholdershallhavebelowrightsandequitability.

• Right in receiving shares certificate, shares transferring, acknowledging the information about

operatingperformanceandbusinesspolicy,regularlyandtimely.

• Rightinreceivingprofitsharing,equitably.

• Right in attending the shareholders meeting, expressing opinion, giving recommendation,

andbeinginvolvedindecisionmakinginsignificantchanges.

• Rightinappointingthedirectors.

* AtExtraordinaryGeneralShareholdersMeetingNo.2/2004,heldonJune14,2004,theshareholdersapprovedtheissuing andofferingof2,885,900unitsofwarrantsforESOPGrant2.However,theCompanycouldonlyallocate2,213,700unitsand theremainingwarrantsexpiredwithoutbeingallocatedtootherprograms. ** TheCompanyhasadjustedthewarrantright,asaresultofdividendpaymentatarateofmorethan50%ofnet income after corporate income tax under the conditions specified in the prospectus.The latest right adjustment on both the exerciseratioandexercisepricewasonAugust21,2006.

030


031


2.Shareholders’Meeting TheCompanyhaspolicytoconducttheshareholders’meetingtobeincompliancewiththelawand

theguidelinestipulatedbytheregulatorybodies. Inyear2006, thereweretwoshareholders’meetings,an

AnnualGeneralMeeting(AGM),andanExtraordinaryGeneralMeeting(EGM)forapprovalofADVentureCo.,Ltd.

acquisitionwhichwastherelatedtransaction.Weregardtheconvenienceoftheshareholdersinattending

the meeting as the major factor in organizing each meeting.We used the Auditorium, at 9th Floor of

ShinnawatraTowerIIIonVibhavadiRangsitRoad,Bangkok,whichcanserveupto300attendees.

IntheShareholders’Meeting,everyshareholderhasrightsandequitabletreatmentinacknowledging

information by receiving of the notice to the meeting and meeting document by 14 days in prior to the

meeting.The document normally contains necessary information, opinion of the Board, background or

rationaleinformationforeachagendawhichdeemusefulfortheconsiderationoftheshareholders.

Inthenoticetothemeeting,wewillalwaysnotifythedocumentrequiringformeetingregistration,as

wellasproxyformandinstructiontogetherwithnamelistandprofileofatleastoneindependentdirector

to be the agent for the shareholders who cannot attend the meeting. All such the notice and meeting

documentwillalwaysbepublishedintheCompany’swebsitefornotlessthan14days,andinnewspaperfor

3consecutivedaysinpriortothemeeting.

In meeting registration, we use the advanced and reliable registration system to facilitate the

shareholders andquick votes counting.The registration process will also beprepared to be ready at least

twohoursbeforebeginningofthemeeting.

In both the 2006 AGM and EGM, the Chairman of the Board and the directors have attended the

meetings,withthedetailsonpage029,toanswerinquiriesmightarise.Beforebeginningofthemeeting,the

ChairmanoftheMeetingsexplainedthevotingmethodforcommonunderstandingoftheshareholders.The

votingresultswererecordedintheregistrationsystem.WealsofollowedtheArticleofAssociationsofthe

Companybyusingoneshareonevotebasisforallagendas.WhentheChairmanconductedthemeetingsby

agenda, he encouraged the shareholders to express opinion and inquire the meeting with sufficient

timeframe.When there was no more query in an agenda, the voting results, which the shareholders had

votedduringtheregistrationprocess,wouldbeannounced.Therewasalsonocasethatvariousunrelated

mattersweregatheredforapprovalinoneagendaitem.

3.RoleoftheStakeholders TheCompanyisawareoftherightsofstakeholdersandhaspolicytoensuretheimportanceofthe

rights by the appropriateprioritizationof all stakeholders, which are shareholders, employees, executives,

customers, partners, creditors, society, and the public. Cooperation between stakeholders shall be made

according to their roles and responsibilities so that the Company can run smoothly and strongly to fairly

benefitallgroupsofstakeholdersasfollow:

Shareholders : We strive to be a good representative of shareholders in carrying out

businesstomaximizeshareholderssatisfactionwithregardstothesustainable

growth of the value of the Company in the long run, good and continual

return, and the transparent and reliable information disclosure to the

shareholders.

Staff : Weconcentrateonstaff, themostvaluable resourceandthecritical factor to

the corporate success.Therefore, we attempt developing them for their

continualgrowth, forbuildingupskills,knowledge,andcorporateculture, for

their own benefit in a good working environment.We provide them the

trainings both by their own interest for their professional development

(IndividualDevelopmentPlan),andbythevaluethatwewouldliketocultivate

them.032


033


We pay attention to the staff employment, appointment, transfer, on ethical

basis.Westandonthecompliancewiththe labor laworhigherstandard.We

arealsoresponsibletomakeasafetyworkingenvironment.

Customers : We strive to make our customers confident and satisfy with the top quality

serviceswithcontinualimprovementatappropriatecharges.Weprovidethem

the undistorted service information, keep good relationship, and do not

disclosetheirinformationwithoutpriorpermissionexceptfortheinformation

shallbedisclosedtothepublicbylaw.

Partners : Weareawareoftheimportanceofpartnersandregardthemasacriticalfactor

in mutual building up of value to the customers. Therefore, we make

relationshipwithgroupsofpartnerequitablyformutualbusinessinterestwith

nobreachingofreputation,orlaw.

Creditors : Wepayattentiontothe importanceof thecreditorsandstrivetokeepgood

relationshipwiththemonthebest interestoftheCompany.Wealsoholdto

thecontractconditionscommittedwiththecreditors.

Competitors : Weareawareofthebenefitsfromcompetitiontowardbusinessmanagement

and continual service quality improvement for the good sake of customers.

Therefore,wehavepolicytosupportandpromoteforthefreeandfairtrade,

andhavenopolicytocompetebymeansofhavingtheirinformationillegally

andimmorally.

Society :We,aThaicompany,areawareofandrealizeinthecountry,public,andsociety

thatweshouldalsoberesponsibleandsupportfortheactivities,especially,to

the children and people in remote area.These days, they need to access to

technologymorethaninthepast.So,wetrytoprovideknowledgealongwith

technologybyavoidingtheinformationmaybeharmfultothesociety.

Chapter 3 : Information Disclosure and Transparency

The Company values the transparency and information disclosure by determines as a role and

responsibilityoftheBoardindisclosingaccurate,complete,thorough,andtimelyfinancial,operational,and

otherrelevantinformationfortheshareholdersandstakeholderstohaveequalinformation.Thedisclosure

shall be made through the communication channels of the SET, SEC, and Company website at

www.csloxinfo.com,andtheGroupwebsiteatwww.shincorp.com

InvestorRelations WehaveestablishedtheInvestorRelationsUnitastherepresentativeincommunicatingusefulnews

andinformationtotheshareholders,investors,securitiesanalysts,andotherrelevantparties.In2006,wemet

institutional investors and retail investors for 16 times to promote good understanding to the current

situationandthetransparencyofthedisclosedinformation,aswellastoallowtheminquirethemattersmay

bequestionable.TheinterestedpersoncancontactformoreinformationatTel.022638000ext5184,orat

emailaddress:[email protected].

Apartfromthedisclosureresponsibilityonfinancial informationandquarterlyandyearlyoperating

performance,whichisrequiredbylaws,wealsoarrangepressconferenceimmediatelyonthenextworking

day after we disclose the above mentioned information to the SET.This is for the information to reach

investors,interestedpeople,andthepublicthoroughly.

Moreover, we arranged additional briefing of quarterly operating performance to the investors,

analysts,andinterestedpeopleasbelowdetails.032


033


• 1Q2006 Quarterly Briefing on May 15, 2006

• 2Q2006 Quarterly Briefing on August 15, 2006

• 3Q2006 Quarterly Briefing on November 15, 2006

• 2006 Annual Briefing on February 28, 2007

Chapter 4 : Internal Control and Risk Management

1.InternalControl TheCompanyhasanindependentOfficeofInternalAudit,reportingfunctionallyanddirectlytothe

AC in evaluating, assuring, and consulting about internal control systems, risk management, and good

corporategovernance.

WithinputfromtheAC,theBoardannuallyevaluatesinternalcontroladequacyinfivecomponents;

the organization control and environment, risk management, management control activities, information

and communication, and monitoring system. In the Board Meeting No 2/2007 on February 22, 2007 the

evaluationconcludedthattheCompanyhasadequateinternalcontrolsystemandriskmanagement.

2.ManagementSupervision TheBoardsetsthebusinessdirectionandobjectivesoftheCompany,andapprovesthebusinessplan

developedbytheManagementtofulfill thegoalsoftheCompany.Managementperformanceisreviewed

on an ongoing basis through achievements of the business plan and budget, and other financial and

operational reports submitted to the Board. Management performance is evaluated annually in the

determinationofcompensationrewards.

3.RiskManagement TheCompanyhasapolicytomanageallriskswhichmayhaveanimpactontheCompany,toensure

thattheCompanyoperateswithinanappropriateandacceptablerisklevel.

TheChairmanoftheEXCOMhasappointedaRiskManagementCommittee(RMC),comprisingofthe

MDastheChairman,andtheheadsofmajordepartmentsasthecommitteemembers.TheOfficeofInternal

Audit acts as the secretary to the committee to ensure risks are properly assessed and the appropriate

measuresaretakentomanagethem.TheRMCdeterminestherisklevelofeachtypeofriskidentifiedand

monitors the high risk areas closely.The RMC also monitors market trends to identify market related risks

thatneedtobeaddressed.

TheOfficeofInternalAuditreportstheriskevaluationoftheRMCtotheAConaquarterlybasisand

totheBoardonanannualbasis,includingproposalsforreviewoftheRiskManagementPolicy.

Chapter 5 : Corporate Philosophy and Code of Conduct

TheCompanyagreedhavingcorporateCodeofConductasapartoftheCGpolicytobetheguideline

andgoodpracticefortheBoard,management,andemployeestouseasworkingprincipleandcarryoutthe

businesshonestlyandethically.TheCodeofConductcoversthefollowingmajortopics.

1.Conflictsofinterest Inthecasethatthedirectors,executives,andstafffacethesituationthattheirpersonalinterestsmay

conflictwiththeinterestoftheCompany,theCodeofConductdiscussesbelowmajorissuesforbeingthe

guidelineforconsideration.

034


035


• Theprohibitionofpersonallyreceivingandofferingofmoneyorotherbenefittothecustomer,

partner, and anybody they are dealing with on behalf of the Company. Receiving of gifts or

business entertainment should be avoided where the value of gifts or nature of the

entertainmentdeeminappropriateorfargreaterthanfornormalbusinessrelationship.

• Theholdingofdirectorposition inacompanyoutsidetheGroupshallnot infringeonrelevant

lawsandregulations.Approvalbytheauthorizedpersonshallbeobtainedinadvance,exceptfor

beingadirectorinanonprofitorganization.

• The directors, executives, and staff can participate in political activities under the terms of the

ConstitutionofThailand.However,theycouldnotclaimthestatusofbeingaCompanyemployee

forthepurposeofpoliticalactivities,ortomisleadthattheCompanyissupportorinfavourofa

political party.The Company has the policy of politics neutrality.The directors, executives and

staff shall resign if they would like to accept a political related position, or stands for both

regionalandnationalelection.

• In the case of related transactions within the Group, the rules and procedures of granting

approvalshallbeconformedbyupholdingthebest interestsoftheCompanyasifdealingwith

outside parties (on arms’ length basis). In case of a large scale transaction that the approval

authorizedpersonisthedirectororManagingDirector,theguidelineregardingapprovalmaking

isavailable inclauseno.4and5ofchapter1.Forthesmallerscaleoftransactions,theOfficeof

Internal Audit will regularly review for the appropriateness of the price and conditions of the

transactions. Overall related transactions will also be reported by company and type of the

transactions to the AC on quarterly basis, for their consideration that the transactions are still

similartothetransactionswithexternalparties.

We also pay strong attention to the process of entering into the related transactions and the

information disclosure according to the relevant rules and regulations of the SET andThai

accounting standard because it is the matter should be easily sensitive to the shareholders

especiallytheminorityones.

2.Use of inside information, trading of the Group’s securities, and distribution of information or interview to the press or thepublic

ThecorporateCodeofConductspecifiedthatthedirectors,executives,andstaff,atalllevels,shallnot

usesignificantinsideinformationoftheGroup,andhasnotyetbeendisclosedtothepublic,fortheirownor

others’interests.

Although investmentandtrading intheGroup’ssecurities is the individual’s rightandfreedom,the

Code of Conduct requires the directors, executives, and staff to avoid or suspend trading of the Group’s

securitiesforaperiodof1monthinpriortothedisclosureofallfinancialstatementstothepublic,inorder

topreventtheconflictofinterest.

Inaddition, forcompliancewiththeclauseNo.59oftheSecuritiesandExchangeAct,B.E.2535, the

Company requires the directors and executives, including their spouse and minor child to report the

securitiesholdingandchangesbythe formandonthetimespecifiedbytheregulation.Reportingtothe

Boardforacknowledgementwasalsomadeonquarterlybasis.

ThedistributionofanyinformationrelatingtotheCompanyshallbemadeonlybythepersonhaving

directresponsibility,orbeingspecificallyassigned,onthebasisoffact,correctness,andprudence.

034


035


Dr. Dumrong Kasemset

Age 52

Title DirectorandChairmanoftheExecutiveCommittee

Shareholding* None

Relationship with Management None

Highest Education DoctorateDegreeinElectricalEngineering,MassachusettsInstitute

ofTechnology,U.S.A.

Governance Training of IOD DAP:DirectorsAccreditationProgramClass2/2003

Experience 2004–Present DirectorandChairmanoftheExecutive

Committee,CSLoxInfoPlc.

2000–Present MemberoftheExecutiveCommittee,

AdvancedInfoServicePlc.

GroupViceChairmanoftheGroupExecutive

Committee,ShinCorporationPlc.

1999–Present DirectorandMemberoftheExecutive

Committee,ShinSatellitePlc.

1997–Present ChairmanoftheExecutiveCommittee,

SatelliteandInternationalBusiness,

ShinCorporationPlc.

2004–2007 DirectorandMemberoftheExecutive

Committee,ITVPlc.

1994–2000 President,ShinawatraSatellitePlc.

1995–1997 ViceChairmanoftheExecutiveCommittee,

Policy,ShinawatraGroup

1993–1994 ExecutiveVicePresident,IBCCableTV

1991–1992 GroupGeneralManager,IBCCableTV

SeniorManager-BusinessDevelopment,

ShinawatraGroup

1989–1991 ProgramManagerIntegratedOptoelectronics,

GEAerospace,NewYork,U.S.A.

1986–1989 Manager,GaAsICMaterials,

MicrowaveSemiconductorCo.,Ltd.,

SiemensGroup,NewJersey,U.S.A.

Illegal Record in past 10 years None

CSLoxInfoPublicCompanyLimited

DirectorsandManagementTeam

*IncludesholdingsbyspouseandminorchildrenasofDecember31,2006036


037


Mr. Prathueng Srirodbang

Age 68

Title IndependentDirectorandChairmanoftheAuditCommittee

Shareholding* None


Highest Education MiniMBA,ThammasatUniversity

Barrister-at-law,TheThaiBar

BachelorDegreeinLaws,ThammasatUniversity


Experience 2003–Present IndependentDirectorandChairmanofthe

AuditCommittee,CSLoxInfoPlc.

1998–Present Director,NationalInsuranceCo.,Ltd.

1999–2002 ChairmanoftheAuditCommittee,

ChumpornPalmOilIndustryPlc.

1994–1998 DeputyPermanentSecretary,Ministry

ofCommerce


Mr. Gan Hui Beng

Age 56

Title IndependentDirectorandMemberoftheAuditCommittee

Shareholding* None


Highest Education BachelorDegreeinEconomics,UniversityofWalesInstitute

ofScienceandTechnology,U.K.

Governance Training of IOD DCP:DirectorsCertificationProgramClass47/2004

Experience 2003–Present IndependentDirectorandMemberofthe

AuditCommittee,CSLoxInfoPlc.

2006–2006 DeputyPresidentDirector,BankBuanaIndonesia

2000–2005 ManagingDirectorandChiefExecutive

Officer,UOBRadanasinBankPlc.

1987–1999 VicePresident,CitibankN.A.




037


Dr. Sillapaporn Srijunpetch

Age 43 Title IndependentDirectorandMemberoftheAuditCommittee Shareholding* None Relationship with Management None Highest Education DoctorateDegreeinAccounting,ManchesterBusinessSchool, UniversityofManchester,England Governance Training of IOD DAP:DirectorsAccreditationProgramClass51/2006 Experience 2005–Present IndependentDirectorandMemberofthe AuditCommittee,CSLoxInfoPlc. 1997–Present Lecturer,FacultyofCommerceandAccountancy, ThammasatUniversity 2004–2006 DirectorofMasterofAccountingProfession, FacultyofCommerceandAccountancy, ThammasatUniversity 1995–1997 DirectorandGroupFinancialController, JardineMatheson(Thailand)Limited 1986–1995 SeniorManager,PriceWaterhouseCoopers ABASLimited Illegal Record in past 10 years None

Mr. Viroj Tocharoenvanith

Age 42 Title Director Shareholding* None Relationship with Management None Highest Education MasterDegreeinComputerEngineering,AsianInstitute ofTechnology Governance Training of IOD ACP:AuditCommitteeProgramClass13/2006 DCP:DirectorsCertificationProgramClass59/2005 FN:FinanceforNon-FinanceDirectorClass18/2005 Experience 2006–Present Director,C&CInternationalVentureCo.,Ltd. ExecutiveVicePresident,CATTelecomPlc. 2005–Present Director,Thai-AmadeusSouthEastAsiaCo.,Ltd. 2004–Present Director,CSLoxInfoPlc. 2004–2006 VicePresident(Class10),OtherBusinessPartners Department,CATTelecomPlc. 1999–2004 Director(Class9),TelecomBusinessDevelopment Department,CATTelecomPlc. 1996–1998 SeniorManager(Class8),TheCommunications AuthorityofThailand 1985–1996 Engineer(Class3),TheCommunicationsAuthority ofThailand




039


Mr. Mark Chong Chin Kok

Age 43

Title DirectorandMemberoftheExecutiveCommittee

Shareholding* None


Highest Education MasterDegreeinBusinessAdministration,NationalUniversity

ofSingapore

MasterDegreeinResearchinElectronicsSystem,

ENSERG,INPG,GrenobleFrance


Experience 2006–Present VicePresident(GlobalAccounts),Singapore

TelecommunicationsLtd.

2003–Present DirectorandMemberoftheExecutive


2001–2006 ChiefExecutiveOfficer,SingTelGlobalOffice,

SingaporeTelecommunicationsLtd.

1999–2001 ManagingDirector,ShinawatraPaging/

AdvancedPaging

1997–1999 GeneralManager(Paging)/GM(Technology),

SingaporeTelecommunicationsLtd.

1994–1997 Director(Sea,Air&Communications),Ministryof

Communications

1990–1994 HeadofDepartment,MinistryofDefence


Mr. Vasant Chatikavanij

Age 50

Title DirectorandMemberoftheExecutiveCommittee

Shareholding* 0.048%


Highest Education MasterDegreeinChemicalEngineering,LehighUniversity,U.S.A


Experience 2004–Present DirectorandMemberoftheExecutive


ChairmanoftheBoardofDirectors,

MobileInnovationCo.,Ltd.

2001–Present Director,TT&TPlc.

1993–Present Chairman,LOXBITPlc.

1984–Present ExecutiveVicePresident,LoxleyPlc.

2002–2006 ChairmanoftheBoardofDirectors,

SpaceImagingSoutheastAsiaCo.,Ltd.




039


Mr. Yongsit Rojsrivichaikul

Age 42 Title DirectorandMemberoftheExecutiveCommittee Shareholding* None Relationship with Management None Highest Education MasterDegreeinBusinessAdministration, CalifoniaStateUniversity,U.S.A. Governance Training of IOD None Experience Mar2007-PresentDirectorandMemberoftheExecutiveCommittee, CSLoxInfoPlc. 2004-Present ExecutiveVicePresident-Marketing&Sales. ShinSatellitePlc. 1991-2004 VicePresident–Marketing,ShinSatellitePlc. VicePresident–Marketing&Sales,ShinSatellitePlc. VicePresident–InternationalSales,ShinSatellitePlc. AssistantVicePresident-MarketingandSales, ShinSatellitePlc. AssistantVicePresident-InternationalSales, ShinSatellitePlc. MarketingandSales-Manager,ShinSatellitePlc. BusinessDevelopment-Manager,ShinCorporationPlc. Illegal Record in past 10 years None

Mr. Tanadit Charoenchan

Age 39 Title DirectorandMemberoftheExecutiveCommittee Shareholding* None Relationship with Management None Highest Education MasterDegreeinBusinessAdministration, SloanSchoolofManagement, MassachusettsInstituteofTechnology MasterDegreeinScience(Computer),ChulalongkornUniversity Governance Training of IOD None Experience Feb2007–Present DirectorandMemberoftheExecutiveCommittee, CSLoxInfoPlc. 2004–Present ActingGeneralManager,ShinBroadbandInternet (Thailand)Co.,Ltd. 2002–Present VicePresident–FinanceandAccounting, ShinSatellitePlc. 2000–2001 AssistantVicePresident–Financeand Accounting,ShinSatellitePlc. 1995–1999 DepartmentManager-Finance&Accounting, ShinSatellitePlc. 1992–1995 AccountingManager,IBCPlc. 1989–1992 SeniorAuditor,SGVNa-Thalang&Co.,Ltd.




041


Mr. Anant Kaewruamvongs

Age 45

Title ManagingDirector

Shareholding* None


Highest Education MasterDegreeinManagement,SASINGraduateInstitute

ofBusinessAdministrationofChulalongkornUniversity

Governance Training of IOD DCP:DirectorsCertificationProgramClass66/2005

DAP:DirectorsAccreditationProgramClass45/2005

Experience 2005–Present ManagingDirector,CSLoxInfoPlc.

Feb2007–Mar2007 DirectorandMemberoftheExecutiveCommittee,

CSLoxInfoPlc.

1999–2005 DeputyManagingDirector,CSLoxInfoPlc.

1997–1999 GeneralManager,CSSatellitePhoneCo.,Ltd.

1995–1997 GeneralManager,LaoTelecommunicationsCo.,Ltd.

1993–1995 BusinessDevelopmentManager,Internation

BroadcastingCorporation


Mr. Anuwat Sanguansappayakorn

Age 41

Title ChiefFinanceOfficer

Shareholding* None


Highest Education MasterDegreeinAccounting,ChulalongkornUniversity

Governance Training of IOD None

Experience 1998–Present ChiefFinanceOfficer,CSLoxInfoPlc.

1997–1997 PlaningManager,ThaiCapitalFinalFinance&

SecuritiesCo.,Ltd.

1996–1997 Manager,KrungThaiFinance&SecuritiesCo.,Ltd.

1994–1996 AccountingManager,MultiCreditCorporation

ofThai

1988–1993 SeniorAuditor,DeloittrTouchThomatsuJaiyos




041


Mrs. Aksara Assavapokee

Age 57 Title SeniorDirector-Finance&Accounting Shareholding* None Relationship with Management None Highest Education BachelorDegreeinAccounting,ChiangMaiUniversity Governance Training of IOD None Experience 2001–Present SeniorDirector-Finance&Accounting, CSLoxInfoPlc. 1998–Present Director,T.A.S.Co.,Ltd. 1998–2000 Manager,A.C.N.CenterCo.,Ltd. 1995–1997 Manager,T.A.S.Co.,Ltd. 1981–1994 AccountingManager,Kodak(Thailand)Co.,Ltd. 1973–1980 Auditor,Cooper&LybunCo.,Ltd. Illegal Record in past 10 years None

Dr. Somchai Kittichaikoolkit

Age 40 Title Director-Marketing Shareholding* None Relationship with Management None Highest Education DoctorateDegreeinElectronicEngineering,TohokuUniversity Governance Training of IOD None Experience 1999–Present Director-Marketing,CSLoxInfoPlc. 1997–1998 ITSpecialist,ShinawatraInformation TechnologyCo.,Ltd. 1994–1996 MarketingManager,ShinawatraComputerand CommunicationsCo.,Ltd. Illegal Record in past 10 years None

Mr. Pinyo Po-ngern

Age 41 Title Director-InformationSystem Shareholding* 0.001% Relationship with Management None Highest Education MasterDegreeinComputerScience,NationalInstitute ofDevelopmentAdministration Governance Training of IOD None Experience 2006–Present Director-InformationSystem,CSLoxInfoPlc. 1997–2000 ITManager,MahaphantFibre-CementPlc. 1992–1997 AssistantManagingDirector,DataProducts SystemsCo.,Ltd. Illegal Record in past 10 years None



043


Mr. Pote Punsiripote

Age 44

Title Director-Sales

Shareholding* None


Highest Education MasterDegreeinBusinessAdministration(Marketing),Cleveland

StateUniversity,U.S.A.


Experience 2006–Present Director-Sales,CSLoxInfoPlc.

2005–2006 SalesDirector,AsiasoftCorporationCo.,Ltd.

2004–2005 SalesPromotionManager,NiyompanitCo.,Ltd.

(ChiangMai)

2003–2004 BangkokSalesManager,

Whirlpool(Thailand)Co.,Ltd.

ProductManager,

Whirlpool(Thailand)Co.,Ltd.


Mrs. Suwanund Jatesawangsri

Age 41

Title Director-CustomerSupport



Highest Education MasterDegreeinBusinessAdministration,Universityof

TheThaiChamberofCommerce


Experience 2006–Present Director-CustomerSupport,CSLoxInfoPlc.

1996–Present AssistantDirector-Sales,LoxleyInformation

ServicesCo.,Ltd.




043


Mr. Kiat Intarasuriyawong

Age 36

Title Director-TechnicalandOperations



Highest Education BachelorDegreeinElectronicEngineering,KingMongkut’s

InstituteofTechnologyLadkrabang


Experience 2007–Present Director-TechnicalandOperations,CSLoxInfoPlc.

2003–2007 ActingDirector-TechnicalandOperations,

CSLoxInfoPlc.

1992–2003 AssistantVicePresident,LoxleyInformationand

ServicesCo.,Ltd.

1991–1992 ComputerEngineer,LinestelCo.,Ltd.

1990–1991 ComputerEngineer,ThaiTechnologiesand

ComputerCo.,Ltd.


Mr. Kamonmit Vudhijumnonk

Age 55

Title SecretarytotheBoardofDirectors

Shareholding* None


Highest Education MasterDegreeinLaws(LL.M),UniversityofLondon

MasterDegreeinLaws(LL.M),MagnaCumLaude,

UniversityofBrussels


Experience 2004–Present SecretarytotheBoardofDirectors,CSLoxInfoPlc.

2002–Present VicePresident–Legal,ShinSatellitePlc.

1999–2001 AssistantVicePresident–Legal,ShinSatellitePlc.

1995–1998 AssistantVicePresident–Legal,

ShinawatraComputer&CommunicationPlc.

1994–1995 Lawyer,CoudertsBrothers,BangkokOffice

1993–1994 Lawyer,Baker&McKenzie,BangkokOffice

1978–1993 LegalOfficer,OfficeoftheJuridicalCouncil

Association(OfficeoftheCouncilofState)




Dr.DumrongKasemset Director - - - - - -Mr.PratheungSrirodbang Chairmanofthe - - - - - - AuditCommitteeMr.GanHuiBeng Memberofthe - - - - - - AuditCommittee Dr.SillapapornSrijunpetch Memberofthe - - - - - - AuditCommitteeMr.VirojTocharoenvanith Director - - - - - -Mr.MarkChongChinKok Director - - - - - -Mr.VasantChatikavanij Director - - - - - -Mr.YongsitRojsrivichaikul* Director - - - - - -Mr.TanaditCharoenchan** Director - - - - - -

Dr.DumrongKasemset Director - - 1 1 - - - -Mr.PratheungSrirodbang Chairmanofthe - - - - - - - - AuditCommittee Mr.GanHuiBeng Memberofthe - - - - - - - - AuditCommittee Dr.SillapapornSrijunpetch Memberofthe - - - - - - - - AuditCommitteeMr.VirojTocharoenvanith Director - - - - - - - -Mr.MarkChongChinKok Director - - - - - - - -Mr.VasantChatikavanij Director 301,670 3,981,270 - - 1 1 - -Mr.YongsitRojsrivichaikul* Director - - - - - - - -Mr.TanaditCharoenchan** Director - - 1 1 - - - -

Directors’ Shareholding in the Company and its Subsidiaries of the Year 2006

Teleinfo Loxley AD Venture CS LoxInfo Plc. Media Plc. Information Co., Ltd. Name Position Services Co., Ltd.

Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares

2006 2005 2006 2005 2006 2005 2006 2005

Shineedotcom Hunsa Dot Com Sodamag Corp

Name Position Co., Ltd. Co., Ltd. Co., Ltd.

Ordinary Shares Ordinary Shares Ordinary Shares 2006 2005 2006 2005 2006 2005

As at December 31, 2006, the number of ordinary shares includes holding by spouse and children age under 20.

* Appointed Director as of March 21, 2007 in substitution of Mr. Anant Kaewruamvongs (Mr. Anant Kaewruamvongs replaced Mr. Boonklee Plangsiri who resigned on February 21, 2007)

** Appointed Director as of February 22, 2007 in substitution of Mrs. Siripen Sitasuwan who resigned as Director effective on February 21, 2007

Directors’ Shareholding in the Company and its Subsidiaries of the Year 2006

045


[ MOVEMENT ]

MOVEMENTMoving forward, ahead of time and ceaselessly with speedy service

CS LoxInfo intends to increase service capacity to respond to customers' demand speedily, timely, ceaselessly and rightly to ever changing need.

[ MOVEMENT ]

MOVEMENTMoving forward, ahead of time and ceaselessly with speedy service

CS LoxInfo intends to increase service capacity to respond to customers' demand speedily, timely, ceaselessly and rightly to ever changing need.

INNOVATION[ INNOVATION ] Leader of today innovation covering

all quality networks

CS LoxInfo is a leader in integrated communication technology development with services that cover all networks and advanced innovation for colorful future.

INNOVATION[ INNOVATION ] Leader of today innovation covering

all quality networks

CS LoxInfo is a leader in integrated communication technology development with services that cover all networks and advanced innovation for colorful future.

052


1. SHINBROADBANDINTERNET(THAILAND) 250,099,990 40.02

COMPANYLIMITED

2. SINGAPORETELECOMMUNICATIONSLIMITED 84,057,030 13.45

3. POINTASIADOTCOM(THAILAND)COMPANYLIMITED 42,259,610 6.76

4. PHATRASECURITIESPUBLICCOMPANYLIMITED 41,760,000 6.68

5. CITIGROUPGLOBALMARKETSLIMITED-IPB 16,767,000 2.68

CUSTOMERCOLLATERALACCOUNT

6. HSBC(SINGAPORE)NOMINEESPTELIMITED 16,402,500 2.62

7. THAINVDRCOMPANYLIMITED 11,003,000 1.76

8. NORTRUSTNOMINEESLIMITED 6,698,100 1.07

9. CATTELECOMPUBLICCOMPANYLIMITED 4,900,000 0.78

10. GERLACH&CO.-CHARLESSCHWABFBO 4,674,000 0.75

CUSTOMERS

Total 478,621,230 76.57

Major Shareholders

• List of the first top 10 major shareholders

The first top 10 shareholders on the closing date of the registration book as of September 6, 2006

are as follows :

No. Name No. of Shares Percentage of Investment

Source : Major Shareholders as of September 6, 2006 prepared by Thailand Securities Depository Co., Ltd.

The investors can find for more information in website: www.set.or.th before Annual General Shareholders

Meeting for the year 2007 date

Major Shareholders

• Themajorshareholderswhosebehaviorshavehadasignificantinfluenceontheoperationalpoliciesormanagementofthecompany.

Shin Broadband Internet (Thailand) Limited held by Shin Satellite Public Company Limited in the

amountof94,728,493shares,or99.99percentofthepaid-upcapital.

AsofDecember29,2006

Atthepresent,ShinCorporationPublicCompanyLimitedisamajorshareholderof

ShinSatellitePublicCompanyLimited.Thestructureofshareholdingisasfollows:

48.99%

41.76%

68.00%

29.90%

1.27%

0.82%

45.22%5.78%

54.53%

053


General Information of the Company and Subsidiaries

GeneralInformationoftheCompanyandSubsidiaries

GeneralInformationoftheCompany

CSLoxInfoPublicCompanyLimited(CSL)

Nature of Business Internetdatacenterservices,Internetaccessand

satelliteuplink-downlinkServicefordomesticand

internationalcommunications

Head Office 414PhaholyothinRoad,Samsennai,Phayathai,

Bangkok10400

Branch Office 971,973PresidentTower,11thFloor,PloenchitRoad,

Lumpini,Pathumwan,Bangkok,10330

Registration No. 0107546000377

Telephone 022638000

Fax 022638132

Website www.csloxinfo.com

Registered Capital 649,020,074shares

Par Value Baht1

Paid-up Capital Baht625,000,000

GeneralInformationofSubsidiaries

TeleinfoMediaPublicCompanyLimited(TMC)

Nature of Business Publishingtelephonedirectoriesandadvertising


Bangkok10400

Branch Office 1 273SoiSangU-thai,50SukhumvitRoad,

Phakhanong,Klongtoey,Bangkok

Branch Office 2 25th-28thFloor,VanitBldg.2,1126/2

NewPhetchaburiRoad,Makkasan,

Ratchathewi,Bangkok10400


Telephone 022628888

Fax 022628899

Website www.teleinfomedia.net


Par Value Baht10


Percent of Investment of CSL 99.99%

054


055


LoxleyInformationServicesCompanyLimited(LOXSERV)

Nature of Business Providinginternetservices


Bangkok10400

Branch Office 971,973PresidentTower,12thFloor,PloenchitRoad,

Lumpini,Pathumwan,Bangkok10330


Telephone 022638000

Fax 022638102


Par Value Baht10



ADVentureCompanyLimited(ADV)

Nature of Business ADVderivesallofitsprofitsfromtheoperational

performanceofSHINEE


Bangkok10400

Branch Office Room2101,2104,21stFloor,1126/2VanitBldg.2,

NewPhetchaburiRoad,Makkasan,Ratchathewi,

Bangkok10400


Telephone 026191123

Fax 026190311


Par Value Baht10



054


055


ShineedotcomCompanyLimited(SHINEE)

Nature of Business Providerofmobilecontents,communityportal

services,andotherinternet–relatedbusinesses


Bangkok10400



Bangkok10400


Telephone 022076800

Fax 022076899

Website www.shinee.com


Par Value Baht10


Percent of Investment of ADV 70.00%

HunsaDotComCompanyLimited(HUNSA)




Bangkok10400



Bangkok10400


Telephone 022076800

Fax 022076898

Website www.hunsa.com

Registered Capital 800,000shares

Par Value Baht10


Percent of Investment of SHINEE99.99%

056


057


SodamagCorpCompanyLimited(SODAMAG)




Bangkok10400



Bangkok10400


Telephone 022076800

Fax 022076898


Par Value Baht5


Percent of Investment of SHINEE99.99%

056


057


Business Overview

CSLoxInfoPublicCompanyLimited

CSLoxInfoPublicCompanyLimitedisThailand’s leadingtop-quality internetserviceproviderunder

the name“CS LoxInfo”.The effectiveness of the network management, together with the value added and

after-sales service that can respond well to the customers’ requirements shows we are the leading top-

qualityinternetserviceproviderforourtargetcustomersnationwide.

ProductsandServices

With continued improvement, CS LoxInfo becomes the internet service provider with the widest

rangeofservices,servingallgroupsofcustomer,employingvariousmethodsoftechnology.Wecanservice

boththeindividualandthemulti-simultaneous-users,whichiscalledcorporateservice,particularlyforthose

corporationsrequiringinternetfortheirbusinessesoperations.

MajorServicesoftheCompany

1. Internet service via leased circuit (Leased Line)

The service is designed for corporate customers who require the Internet for operating their

businessesbyusingmanycomputersatthesametime,suchas,orderssendingandreceivingfromoverseas

e-mail,inter-branchdatatransmissionbothlocallyandinternationally,onlinecustomerservice,etc.Lastyear,

2006,wehadstrengthinsustainingservicequalitystandardswithanetworkcapabilitythatcouldprovide

continuous service.We had engineering and after-sales services with the ISO9001:2000 certification

standard.We also had value added services which were flexible with the requirementsof each customer,

especially security solutions and network connection service.The target group grows continually, both in

numberofcorporatecustomersandquantityofthebandwidthutilizationforeachcustomer.

2. High speed internet services via telephone line (ADSL)

ADSLisaneconomyhighspeedinternetservice.Wepayattentiontoprovidingtheservicetosmall

andmediumsizecorporations.Weregardourstrengthsasfirstly,ourflexibleservice,andsecondlyourvalue

addedservicesthatcanfulfill thecustomers’ requirements.Thiscanenablethemtomanagetheir internal

internetservicesmoreconveniently,aswellastheinter-branchdatatransmission.

3. High speed internet services via satellite network (IPSTAR)

This is a high speed internet service via IPSTAR satellite. Its strength lies in its nationwide coverage

area;itisawirelessinternetserviceviasatellite.WearethefirstproviderofthisserviceinThailand,soitisto

ouradvantage.Wehaveserviceexperienceboth inqualityofserviceandafter-salesservice.Wealsohave

allianceswithinstallersanddistributorsacrossthecountry.SincetheIPSTARwaslaunchedinlate2005,the

costandservicechargesweredecreasing,whilethedemandofhighspeedinternetwasincreasing,suchas

usagedemandinremoteareas.Asaresult,wecanexpandmoreofourcustomerbase.

BusinessOverview

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059


4. Internet services via telephone line (Dialup)

Theinternetserviceviaatelephonelinefocusesonindividualhomeuserswhousetheinternet,but

demand a lower price, the strength of CS LoxInfo on nationwide connection points, and convenient

distribution channels, e.g. convenience stores, book shops, IT shops across the country, as well as the AIS

mobilephonebothinGSMand1-2-callsystem.

5. Internet Data Center or the IDC

IDC is the top-quality internet data center service, connected directly to theThailand Internet

Exchangeviahigh-speedfiberoptics.Thecircuit isso largethat itcansupporthundredsof thousandsof

users at the same time.The ISO standard was also implemented to control the quality to ensure a stable

servicewiththehighestlevelofsecuritytocustomers.

6.ValueAddedServices

• International Roaming : The service for customers who would like to use there internet service

accountoverseas,orforaforeignerwhowouldliketousethereinternetserviceaccountinThailand.

•VirtualPrivateNetwork(VPN):Theserviceforacorporatecustomerwhowantstoconnectitsown

internalnetworkeconomically,butwithhighefficiency,viatheInternetnetwork.

• E-Mail Solution :The fully integrated e-mail service for corporate customers who may prefer to

manage their own mail servers, or let CS LoxInfo do so.The service is also equipped with value added

services,especiallyviruseliminationandspammailfiltering.

• Managed Services :The special services for corporate customers with teams of experts to give

consultationandmanagetheinformationsystemofthecustomersviatheInternet.Theserviceincludesdata

securitysolutionse.g.checking,protectingandeliminatingviruses.

• VoIP : The economy international phone service via the Internet. Customers can dial from a

computerorordinarytelephonethatconnectstotheanalogtelephoneadaptor.

7. Uplink/Downlink Services

TheCompanyprovidescomprehensiveUplink/DownlinkservicesviatheThaicomTeleportandDTH

Center at Lad Lum Kaew, which consist ofTV signaling via satellite, live satellite broadcasting, and

broadcastingoftapedprogramsbothinanaloganddigitalsystems.Theservicesareprovidedbothonafull-

timebasiswith24-houroperatingstaff,whichissuitableforexactbroadcastingscheduleprograms,andon

an occasional basis, which is suitable for the broadcasting of live programs, news, or a seasonal sports

competition.TheserviceisprovidedincooperationwithShinSatellitePublicCo.,Ltd.

MarketConditionandCompetition

Overall, there is intensecompetitionintheTelecommunicationIndustry. It isnotonlyfromthenew

internet service providers being granted licenses from the NationalTelecommunications Committee,

but also from the new telecommunication network providers. However, we can still continually maintain

goodperformancebyimplementingpoliciesfocusedoncorporatecustomers,andexpandingourcustomer

base.Thisshouldallowustomaintainour leadingstatusamongtheleasedlineinternetserviceproviders.

Ourkeystrengthsareasfollows:

058


059


• Thecustomers,bothindividualandalllevelsofcorporation,trustinthequalityserviceunderthe

name“CSLoxInfo”.

• Having good developmentof value added services to fulfill the needs of customers, e.g. e-mail,

security,andVoiceoverIP.

• HavingsufficientInternationalLinksforservingcustomers.

• Havingskillfulengineerswith24-houravailabilityforafter-salesservice.

MarketingStrategy

The Company is committed to provide top-quality internet services, both in access to technical

networksandafter-salesservices, inorderto increaseusageandthecustomerbase,butwithnopolicyof

competingonprice.Thekeymarketingstrategiesareasfollows:

1. Build brand image as Thailand’s leading top-quality internet service provider

We positioned CS LoxInfo as a premium internet service, offering a wide range of products and

services to respond to various needs by communicating the strength of each service to the customers,

as well as delivering the service at the level that the customers will be impressed or satisfied with, both

beforeandaftersales.

2. Determine on service and quality improvement

We maintain the policy of managing the international and domestic bandwidth, and number of

telephone lines to be sufficient and justified with the number of the users, together with the continuous

improvement in efficiency of the nationwide networks. In order to build confidence among customers,

ISO9001:2000,andmanagementsystemwithclearindicatorsandmeasurement,wereimplemented.

3. Maintain good relationships with customers

We strive to create the highest customer satisfaction. Other than fulfilling coverage services,

demanding proactive technical advice to corporate customers is also offered, e.g., holding knowledge

sharing seminars in major provinces across the country, visiting customers regularly, and checking

customers’satisfactionbyusingsurveytechniques.

4. Leverage technology to increase competitive advantage

We have continuously invested in the development of the system and network, which not only

supportthecountry’sgrowingdemand,butalsoimprovestheoverallserviceefficiency.

5. Continuously create new products and services

Wehavecontinuouslydevelopednewvalueaddedservices,e.g.,VirusScan,SpamMailFiltering,Voice

overInternetProtocol(VoIP),BackupSystemviasatellite,etc.

6. Develop network alliances

Due to the fact that the network has significant impact to the services, we have developed good

relationships with all network providers. Moreover, since the company has a large premium corporate

customer base, using leased line services, we derive good business and technical cooperation from the

alliances.

060


061


7. Sales Promotion

Wecarefullydesignsalespromotioncampaignsthatfitwithourtargetcustomers inordertoretain

currentcustomersandcooperatewithalliancesinsteppingintonewmarketsorlaunchingnewservicesthat

attractnewcustomers.Wealsopromotecampaignsthroughthemediaandhavemarketingactivitieswith

ourtargetcustomerscontinuously.

SalesandDistributionChannels

InternetservicesoftheCompanyaresoldthroughthefollowingchannels:

1. Direct Sales : This is our main distribution channel.We have sales teams giving advice and

consultationtocorporatecustomers.Theyare locatedboth inBangkokandall regionsacrossthecountry.

They focus selling of the leased circuit internet services and high speed internet services to small and

mediumsizecorporatecustomers.

2. Outlet stores : Thestoressellinternetpackagesforgeneralcustomersacrossthecountrythrough

convenience stores, book shops, department stores, supermarkets, IT centers, computer stores; like 7-11,

SE-ED,BIGC,Carrefour,TescoLotus,andWatson’sinBangkokandprovinces.

3. Mobile Phone : Thisisanotherchannelwherecustomerscanpurchaseinternethoursviamobile

phonenetworkofAdvancedInfoServicePLc.(AIS)bydialing*48181,or*4818999,or*4818888.

4. Website www.csloxinfo.com : Customers can apply for high speed internet service, purchase

internethours,applyforservices,etc.

5. Call Center, number 0-2263-8222 :Itservices24hoursaday,withnoholiday.

BusinessOpportunity

TheCompanyforeseesanopportunitytocontinuallyexpandthebusinessintothecorporatesector.

Therefore,in2007,wewillstrivetofulfiltherequirementsofourcorporatecustomersbyfurtherdeveloping

thefollowingservices,

• ManagedService:TheservicethatcanhelpcustomersusetheInternetconvenientlyandsafely,by

completely overseeing and protecting from viruses, Spam mail, or others relating to e-mail system and

securitysystem.

• VoIPorVoiceover InternetProtocol : atelephoneserviceviathe Internetnetworkthatcanhelp

customersreducetelephonechargescomparedwithexistingordinaryfixedline,eitherlocalinter-branchor

international long distance calls. It is suitable for businesses that have nationwide branches, overseas

headquarters,includinghomeusersthathaverelativesabroad.

• VPN (Virtual Private Network) : Data transmission via the Internet network service between

headquartersanditsnationwidebranches.SomeCorporatecustomersdonotrequirebuildinguptheirown

basicnetwork.TheymerelyrelyonthehighqualitynetworkprovidedbyCSL,withpeaklevelsofefficiency

andsecurity.

Projectsinthefuture

Previously, theCompanyhadcontinuedincreasedrevenuefromcorporatecustomers.Therefore,we

needtofocusoninvestmentintechnologicalresearchtoincreasetheservicecapability,frominternetaccess

tovalueaddedservicesthatwillenablecustomerstofullyutilizetheefficiencyoftheinternet.

060


061


WehavebeengrantedtheInternetServiceProvidingLicensefromtheNationalTelecommunications

Commission (NTC) which included theVoice over IP service - the telephone via internet service.With the

complementary technological development that enable customers to use telephone via internet more

conveniently with clear voices, in 2007, we will cooperate with alliances both inThailand and aboard to

aggressivelymarkettheVoiceoverIPservicetoourcurrentcorporatecustomerbase.

Sincewemanagethesystemandnetwork,wehavemanyengineerswithexpertiseinthesystemand

network,includingsecuritysolutions,e-mailsystem,andrelevantvalueaddedservices.Atthesametime,we

conductedresearchandfoundthat,althoughthee-mailandsecuritysystemhadamoreimportantrole,the

smallandmediumsizecorporationswerestilllackingITspecialiststocontrolthesystems.Therefore,in2007,

weplantodevelopandprovidequalitye-mailandsecuritysystemsatalowpriceforsmallandmediumsize

corporations.

Furthermore, in 2007, we plan to increase cooperation with other companies in the Group, like

TeleinfoMediaPublicCo.,Ltd.inbringingourtechnology,e.g.VoiceoverIP,toaddvaluetoadvertisersonthe

YellowPages,toservethegrowthofe-commercebusiness inthefuture,thecooperationwithADVenture

Co., Ltd. in using our distribution channels to expand its customer base, as well as to accommodate the

customers.

Teleinfo Media Public Company Limited (TMC) is a multi-platform publisher and throughThailand

YellowPages telephone directories,TMC provides users with the largest source of buying information on

products and services.Through its strong branding, consumers are now well accustomed to accessing

information through three formats: FlipThailandYellowPages, or Call 1188YellowPages, or Click online

YellowPageswww.yellowpages.co.th.Besidesthis,wealsoprovideotherformsofinformationalandmobile

services.

ProductsandServices

• Thailand YellowPages Integrated Transactional Media

Thailand YellowPages isthelargestsourceofinformationonproductsandserviceswithover3,000

categories covering more than 600,000 businesses.These categories are sorted inThai alphabetical order

(Kor–Hor)foreaseofuse.

Publishedinasimpleformataccordingtogeographicallocations:

BangkokandGreaterBangkokissue Onebooksolutioncoveringalldistricts

Provincialissue Fivebookscoveringfiveregionsi.e.North,

Northeast,Central,EastandSouthforthe

KingdomofThailand

Englishissue ContainsBangkokandGreater

Bangkokinformationintoonebook

• Thailand CorporatePages (White Pages)

White Pages isaBusinessListingdirectorycontainingnames,addressesandtelephonenumbersof

every business in Bangkok and its vicinity. It contains 600,000 company names and sorted inThai

alphabetical order (Kor – Hor).The government agencies and state enterprises are listed separately for

convenience...“justgiveusthenameandwe’llfindyouthetelephonenumber”

TeleinfoMediaPublicCompanyLimited

062


063


• YellowPages@Home

Yellowpages@HomeThis new additional is aimed to home users. It is a handy manual for modern

householdasitisconceivedtobeconsumers’helpmateto“checkinformationbeforeshopping”.Thebookis

dividedintolifestyleclusterssuchas:Living,Health,Leisure,TravelandEntertainment.

• 1188 YellowPages

1188 YellowPages isacallcenter for findingYellowPages’sixmillionphonenumbersofbusinesses,

stores and people throughoutThailand. Users can get telephone numbers of businesses and general

information relating to restaurants, entertainment places or tourists’ spots. Personal assistants work

throughout 24-hour to help in every enquiry. In addition, 1188YellowPages provides other value added

servicessuchas:-

• For AIS subscribers, call transfer service can be made to the number you are searching for...

andveryconvenientespeciallywhenyouaredriving

• Text /SMS service...helping you communicate when you are not convenient to do so such

asdrivingetc.

• Click...www.yellowpages.co.th “Online YellowPages” convenience from ‘Around the World’

Clickonwww.yellowpags.co.th..Thiswebsitecontainsthecompletesourceofinformationincluding

searchbynamesorbusinesscategoriesinbothThaiandEnglishlanguages.Itscontentsaresuppliedand/or

are linked to our customers, partners and government agencies. It’s the complete information buying

resourcecentreandisconstantlyupdatedforyourconvenience.

•Thailand Export-Import YellowPages

Thailand Export-Import YellowPages available in print, CD-ROM and on the internet

@http://www.eximyp.com. It isanEnglishpublicationmeant for theastute importersandexporters. It’sa

helpfuldirectorycontainingarticlesandhelpfulinformationregardingthevariousgovernmentinstitutions,

trade and industries. Selected exporters’ advertisements appear by categories seeking importers from

overseasmarkets.

• Visitors’ Guide to Thailand

The Visitors’ Guide to Thailand is a complete traveling guidebook which gathers complete

informationabouttravelinginThailand, includingrecommendedplaces, interestingproductsandservices,

feature articles and information on travel and contact numbers. Selected products and service providers’

advertisementsappearwithin itspagesandtheguidebookisalsoboundedwiththeEnglishYellowPages

for hotel use. Now users can also assess to this useful information by visiting the website at

http://www.visitorsguidetothailand.com

• Health, Spa & Beauty Guide, Quarterly Issue

Health, Spa & Beauty Guide is a guidebook that focuses on health and beauty centers in and

Bangkok around. A handy, pocket-size book, it contains business information neatly organized in

easy-to-understandcontent,goodfortouristsandforeignerswhoresideinThailand.Itisavailableatfive-star

servicedapartments,restaurants,spasandbeautysalons,etc.aswellas in leadingbookstoresthroughout

Thailand.

• Station Buzz, Quarterly Issue

Station Buzz isahandbookthatprovides informationonfivestarbusinessesnear41BTSandMRT

stations,includingamapforfindingstoresandservices.Itishandyfortouristsandforeignerswhoresidein

Thailand.062


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StationBuzz isavailableto foreignerswhostay inthe finestservicedapartments inBangkokand is

alsoavailableinleadingbookstoresnationwide.

• TMC Multimedia

TMC multimediaisourofferingsofdesignservicesforintegratedmarketingcommunications.Itisled

by an experienced art team who understands marketing and possesses the skills to produce and create

marketingactivitiesthroughtheprintedandelectronicmedia.Ourworkincludesthefollowing:-.

• Graphic design e.g. artwork; printed media, annual reports, calendars, catalogs, brochures,

leaflets,etc.

• Designoflogoforproductsandcorporations

• Photographyofpersonsandproducts,indoorsandoutdoors

• Interactive,multimedia,presentationCDs,alsoproduceCD-ROMs,Mini-CDs,CD-Cards,VCDs,DVDs

foradvertising,publicrelationsandend-to-endmarketingsupport

• DesignandproducedatabasetouseonCD-ROMs

• 2Get & 2Load Audiotex (www.2Get2Load.com)

2Get Audiotex Serviceusing the1900222xxx telephonenumber isavailable24/7,offeringawide

rangeofservices:-

• 2GetHoroscope-usingseveralrenownedfortunetellers

• 2GetChat-tosearchfornewchatfriends

• 2GetGame-toplaygames

• 2GetRingtone-todownloadringtonesfromRSPromotionandothers

• 2GetEntertain-acompleteentertainmentandnewsupdates

• Precision Marketing

WiththelargestdatabaseinThailand,Precision Marketingcanhelpclientstotargettheircustomers

ineverybusinesssector.PrecisionMarketingservicesincludedatabaserentalbyselectingtargetcustomers.

Thereisalsoadatabasemanagementservicethathelpscompanieskeeptheirinformationup-to-date.

• Outsource Call Center

Our third party Call Center service can take on either short term or long term market activities,

includingtelemarketingservices,toincreasedistributionchannelsortosupportcustomerrelations.

InnovativeServices

TMC launchedthe“MuseumAudioGuide”projectwhichnarrates thedisplayedobjects’description

and history through the mobile phone. The innovative service is regarded as a step forward to bridge the

valuesofantiquitieswithmoderntechnology.Currently,thereare4participatingmuseumswhichareThai

Human Imagery Museum,The Panorama Museum of Bangkok.Thai Press Museum, King Prajadhipok

MuseumandTheErawanMuseum.

AllAISmobilephoneusershavetodoistopressacodenumberthatisshownatthedisplayedobject

orfollowtheinstructionsfoundintheguideleafletsdistributedatmuseums’entrances.This24hourservice

isavailableinThai,English,JapaneseandChinese.

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MarketingandCompetitiveEnvironment

Businesses are constantly bombarded with more choices in this competitive market. As a media

house, it is imperative forus toprovidevaluebasedadvertisingandusagesoas toprovidebetterROIby

makingitavailableindifferentplatformsinordertobethefirsttoservethemwhereverandwheneverthey

needtheinformationfast.

Leveraging on the new media, TMC adopted the “Flip-Call-Click” strategy to enhance its

competitiveness.Flip-Call-Clickaddsmoreplatformsforadvertiserstobeservingusersindifferentsituations

24x7.

Flipisasearchfor informationfromtheprintedYellowPagesandCall isasearchfor informationvia

telephonewithcallenquiryservice1188YellowPageswhileClickisalinktointernet@www.yellowpages.co.th.

This strategy adopting the strengths of each platform significantly enhancesTMC competitiveness

anditsmarketshareincreasedfrom81%to84%in2005.Webelieveitwillcontinuetoconsolidatein2006.

AdvertisingIndustryCondition

AccordingtotheresearchconductedbyNielsonMediaResearch,in2006(January-November)there

was only 5.30% growth from the year 2005 (January- November). Although the advertising expenditures

growthrateofCommunicationGroups is increasingbutat thedecliningrateof6%comparedtotheyear

2005 (January- November), the industry remains the biggest spender. Retail Store Groups has the highest

growthrateat16%whiletheBeverageGroupreduceditsspendingby13%,whileCommunicationGroupsis

downby6%andRealEstateby5%.

Totaladvertisingexpenditurefortheyear2006(January–November) isapproximatelyBaht82,154

million.Thetelevisionmediahasthehighestproportionat60%with7.1%growthfromthepreviousyear.

ThemediathathadthehighestgrowthrateswereIn-storeat158%,Transitat38.12%andCinemaat58.26%,

Radio 3.72%, Outdoor 3.76% and Publishing medium including Newspaper and Magazine grew at

decreasing rate at 4.47% and 0.25% respectively. Internet media is becoming popular witnessed by the

continuallyincreasinggrowthrateofInternetusers,thegrowthratefortheyear2005is18.6%comparedto

year2004.

RevenuefromadvertisingsalesofThailandYellowPagesinthepastyearwasaboutBaht800million.

Whencomparedtotheprintmarket,YellowPagesshareis4%but1%sharewhencomparedwiththetotal

advertisingmarket.

Businessopportunitiesfortheyear2007

BeingaleadingcompanyinthetransactionalmediaservicesthroughYellowPagesandotherrelated

products,TMCbusinessstrengthsisinitscontinuity.Withover20yearsofexperienceinthisbusiness,TMC

expects that the revenue growth rate to be similar to the advertising industry. The company is also

embarkingtocreaterevenuestreamsfromothersourcese.g.voice,on-lineandotherdirectorybusinesses

otherthanYellowPagesthroughthefollowingstrategies;

1. Createabrand identitybyhavingasimilar lookandfeelofourrangeofproductsthatcurrently

coverGreaterBangkokandthefiveProvinces,includingournewedition,theYellowPages@home.

The primary aim of this is to popularize our product loyalty thereby benefiting our customers’

investmentswithincreasingROI.

2. Increaseouradvertisingsalesrevenuebyexpandingthecustomerbasethroughtheintroduction

ofspecificdirectoriestoservetoday’sdemandingusers.

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ADVentureCompanyLimited

ADVenture Company Limited (ADV) is the company that CSL holds 99.99% of its stake. It has

registeredandpaid-upcapitalofBaht550million. Itsmajorbusiness isasaholdingcompany,havingsole

investment in Shineedotcom Company Limited (SHINEE).Therefore, the business performance of ADV will

mainlycomefromthebusinessperformanceofSHINEE,whereinADVholds70%ofit’sshares.SHINEE’sother

30%ofsharesareheldbyMITSUIGroupofJapan.

ShineedotcomCo.,Ltd.hasregisteredandpaid-upcapitalofBaht190million.Ithastwosubsidiaries,

which are Hunsa dot com Co., Ltd. and Sodamag Corp Co., Ltd.These major businesses are providing

informationandentertainmentcontentthroughmobilephones,anddevelopingapplicationstobeusedon

Internet.Currently,SodamagCorpCo.,Ltd.doesnotrunanybusinessandisintheprocessofclosingdown.

ShineedotcomCompanyLimited

This company is a content aggregator from various types of content owners, both providing news

and entertainment information, offered to the market through mobile phones under the name

“Shinee.com”.This is called a Mobile Content Provider. It also provides content through a portal website,

underthename“Hunsa.com”.

ProductandServices

ShineedotcomCo.,Ltd.isacontentprovidersplitintotwokindsofbusiness.

1. Mobile Content Business

Shineedotcom Co., Ltd. provides mobile content service under two brand names, Shinee and

Sodamag, via all mobile phone networks; AIS, DTAC andTrue Move. Audiotex systems can also obtain

content,whichincludesallfixedlineordinarytelephonesystemcanalsoaccessSHINEE’sservice.Thetarget

agegroupis15–50yearsold.Customerscanaccesstheseservicesbyoneoftwochoices.

1. Download services to store in a mobile phoneviamobilephonenetworks,bydialingtheservice

codethroughanIVRsystem.Forexample,press*489958355812216forAIS,orpress*1919958355812216for

DTAC, or download via SMS by dialing 58355812216 and send to 7899 forTruemove, or go to wap site

http://wap.shinee.com to immediately download the content via wap with no network camp limitation.

Customerscanalsodownloadcontentviaa linkedmenu inthewapportalof themobilephonenetwork.

Afterdownloading,theycanpayforservicechargesthroughthemobilephonenetworkthattheyareusing.

Thenamesoftheseservicetypesareasfollows,

3. Increase revenue from voice businesses through the 1188ThailandYellowPages call center and

infotainment & audiotex with additional services.These new services are aimed to match

consumers’needsincreasingtheirsatisfactionsoastoturnthemtoberegularusers.

4. Transformtheon-linebusinessreadinessandtoprepare forgrowthbeforeon-linemarkettakes

off.We will also seek mergers, acquisitions, and the forming of business alliances to leapfrog

growth.

Furthermore,TMCwillcontinuousseekimprovementsinourcoredatabase,theheartoftransactional

mediabusiness.Thisintelligentdatabasedrivesthe1188YellowPagescallcenter,on-lineservicesaswellas

theprintedYellowPageswithgreaterefficiencyandaccuracyresultinginoverallcustomers’satisfaction.

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• Shinee Ringtone :providesfourtypesofringtone;MonophonicRingtone,PolyphonicRingtone,

Truetone Ringtone and Full Song Ringtone. We aggregated these tones from Thai and

internationalmusicallies,inresponsetocustomers’needs.

• Shinee Java game :providesgamesonmobilephonesthatcanbeplayedbypressingbuttonsto

controldirections.Wehavebroughttogetherarangeofgamesfromallovertheworld,sothereare

variouscategoriestoservecustomers’demandse.g.action,adventure,sport,etc.

• Shinee Wallpaper & VDO Clips :provideswallpaperswithtypesofdrawings,cartoonsandphoto

pictures that customers can download and save as a screensaver for their mobile phone.While

VDOClipsserviceallowsVDOdownloadsofapprox.1-minutedurationforviewingandsavingon

mobilephones.Selectionsincludecartoons,humourandmovieorseriespreviews.

• Shinee News : provides an updated news service from many news allies e.g.TNA (MCOT) and

Channel 7.The service is provided through SMS or wap accessing. Customers can subscribe

throughIVR,SMSorwap,andpaymonthlyservicechargesthroughtheirnetworkoperators.After

that, the system will send updated news, 5-8 reports per day, to customers via SMS, or they can

readitfromwap.ThecustomerscancanceltheserviceatanytimethroughIVR,SMSorwap.

• Shinee Info Entertain :providesstargossip,updatednewmoviereportsandmusicfromfamous

sources,fromthecompany’salliese.g.MAYACHANELnewspaper.Theserviceisprovidedthrough

SMSorwapthatcustomerscansubscribetothroughIVR,SMSorwap,andpayamonthlyservice

chargethroughtheirnetworkoperators.Afterthat,thesystemwillsendthemupdatednews,5-8

reportsperday,viaSMS,ortheycanreaditfromwap.Customerscancanceltheserviceatanytime

throughIVR,SMSorwap.

• Shinee Horoscope : is a horoscope service by the famous fortuneteller“Laks Rekanites” who is

called“Hone FunTong”. He is a partner of the Company.The service is provided through SMS or

wap,thatallowscustomerstodownloadoccasionally,orsubscribethroughIVR,SMSorwap,and

paychargesperdownloadormonthlythroughtheirnetworkoperators.Afterthat,thesystemwill

sendcustomerstheirhoroscopes,bytheirgivenstarsigns,viaSMS,5-8timesperday,ortheycan

readitfromwap.ThecustomerscancanceltheserviceanytimethroughIVR,SMSorwap.

2. Listen to services via Audiotex. Customers can access this service by dialing the telephone

number shown on the ad, such as 1900-222-394 for a zodiac horoscope service, then follow the menu,

listeningtotheservicedetails.

2. Website Business

ShineedotcomCo.,Ltd.providesaportalwebserviceunderthenamewww.hunsa.com,whichtargets

10–30yearoldpeople.Theprovidedservicesareasfollows,

• News and entertainment :providesupdatednewsandentertainmentthatwereaggregatedfrom

manysourcese.g.websites,newspapersandHunsa’snewsteam.Thisisafreeofchargeservice.

• Web board :orChatroom,forpostingopinionsonmiscellaneoustopics.This isa freeofcharge

service.

• Gopet : or online pet, the customers need to download the application and install in their

computer first, then register to subscribe for membership. Customers can use this service to

communicate,bychatting,withpeoplefromallovertheworldandonlinevirtualpets.Thisisafree

of charge service for general use. However, customers can buy clothes or food for their pets by

purchasingandpayingbycashcard.

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• Hubbie : providesaservicetocreateones’owncartooncharacter,anAvatar,touseamongchatting

lovers.They use cartoon characters to represent themselves. Customers can create the cartoon

characterforfree,buttheycanbuyadditionalclothesbypurchasingandpayingbycashcard.

• Online horoscope : provides a horoscope service, through the Hunsa website, by Ajarn Laks

Rekanites.This service uses the Hone FunThong teamwork. Customers can use this service by

sending their birthday and questions to the Hunsa website. Once the payment via cash card is

made,thestaffwillsendtheinformationtothecustomersbye-mailorletter.

• Advertisement :providesabanneradoneffectiveHunsawebsiteswithover90,000visitorsper

day.The ad pricing is varied, with respect to the banners position. Customers of this service are

companiesandshopswhowouldliketopromotetheirproductsorservicestoHunsa’svisitorsby

usingHunsa’sbanners.

• Web Development : by the experts and experienced teams. Customers of this service are

companiesandshopsthatwouldliketoownwebsitestopromotetheirproductsorservices.

Industrysituationandcompetition

Duetothemobilecontentbusiness’growthtrendin2004,about200localandinternationalcontent

providersenteredintothemarket.Therewasintensecompetitioninbothpricingandmarketing.Afterthat,

there was cost restructuring by the operators and content owners. Many providers gave up and left the

market,becausetheycouldnotmanagetheircosts.However,withtheeffectivemanagementandmarketing

strategyofShineedotCom,itcouldstronglyretainitscustomerbasebythefollowingmethods:

• Maintainingahighservicestandardandnotdeceivingcustomers,unlikeotherswhoaggressively

did so during 2005-2006, which resulted in the increase in confidence of our customers in

choosingtheservicesofourcompany.

• Managemarketingcostsbyfocusingonusingeffectivemediaanddirectlytargettinggroups.

• Focusing on services that could fulfill the customer’s life style and enhancing satisfaction by

offeringmonthlyandbuffetsubscriptionstylestomatchcustomersmonthlybudgets.

• Having a strong partner within Shin Corporation Group, expanding distribution channels and

runningmarketingactivities,e.g.,communicationviawebsite,MobileLife,One2Callcard,etc.

MarketingStrategy

SHINEEstrivestoprovideserviceswithspeedandaccuracyatafairprice,withaftersalesservicefor

anincreasingcustomerbase.SHINEEdoesnothavepoliciestodeceiveintheirmarketingortakeadvantage

ofourcustomers.ThemarketingstrategiesofSHINEEare:

1. Focus on quality and service

Thecompanyhasapolicyaboutthefreshnessofcontentprovidedtothecustomer;thecontenthas

tobeuptodate, intrend,andhavegoodvariety.Therebythecompanyhasapolicytoaggregatecontent

fromeverysource,tofulfillthecompleteneedsofcustomersasaone-stopserviceatSHINEE.

Additionally, SHINEE pays attention to reviewing the quality of all downloaded services, thereby

actingquicklyandcorrectly,deliveringgoodservicetoourcustomers.

2. After Sales Service

TheprimarycriticalfactorofthemobilecontentprovidingbusinessistheCustomerServicethatcan

act quickly and also provide customers a dedicated service for information and solutions. For this reason,

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SHINEE focuses on its customer service by having a call center unit to effectively serve and respond to

queries.

3. Continual development of new services

SHINEEhasdevelopedvariouskindsofservicetofulfilltheneedsandtastesofourtargetcustomers

bymainlyfocusingontheirbehaviors.ABuffetserviceataneconomicalpricewillbeofferedtocustomers

wholoveeconomydownloading.Payperdownloadwithnocommittedconditionswillbeofferedtotrendy

customers.Moreover,neworintrendcontentwillbeofferedintimee.g.ahoroscopeservicebyHoneFun

Tong,backgroundmusic,SMSvotingserviceinmajoreventssuchasMissThailandUniverseContest,etc.

4. Focus marketing

The company focuses marketing on download lovers, by using a database, which analyzes and

classifiescustomer’sbehavior,therebycorrectmarketingandsalespromotionscouldreachintendedtarget

groups,directlyandefficiently.

DistributionChannels

1. WapServiceofmobilephoneuserse.g.MobilelifeandShineeWapsite

2. www.shinee.comandwww.hunsa.com

3. AIScallcenterNo.1175andSHINEEcallcenter

4. Mobilephonesbyusingservicecodefromadvertisements

5. Advertisingspaceonwww.hunsa.com

BusinessOpportunity

Withthefast,continual,andhighgrowthofmobilephonebusiness,telecommunicationliberalization,

fast moving technological changes, and fast reduction of mobile phone prices, resulted in the growing

numbers of mobile phone subscribers.The company also foresees the long positive future of the mobile

contentbusiness.Therefore,morenewserviceswillbedevelopedin2007.

For the website business, the competition of Internet service providers resulted in lower service

charges,butofferingahigherquality,aswellasthecontinualgrowthof internetusage.Therefore, in2007,

new services in the segment of E Entertainment commerce will be developed because of the growing

opportunitiesinE-commercebusinessesthatareforeseen.

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Major Developments

CS LoxInfo Public Company Limited (“the Company”), formerly known as CS Communications

CompanyLimited,wasestablishedon20July1994with its initialregisteredcapitalofBaht10millionasa

jointventureofCATTelecommunicationPublicCompanyLimited(“CAT”)andShinSatellitePublicCompany

Limited (“SSA”), with a holding percentage of 49% and 51%, respectively.The Company was granted a

concessiontoprovidetelevisionsignalandinternetaccessviasatelliteforaperiodof22yearsfrom9August

1994 to8 August 2016. In1997, the Company was granted aconcession from CAT to provide commercial

internetaccessservicesvialandlinesandsatelliteforaperiodof10yearsfrom1997to2007underthename

of“CS Internet.” Moreover, the Company invested in the subsidiaries companies which provide other

services,suchascontent,games,printingandpublishingYellowPagesinbothonlineandoffline,Audiotex

viaphonenumber1900and1188,mobilecontentserviceandwebportalservice–hunsa.com.

In2003, theCompanychanged itsstatus froma limitedcompanytoapublic limitedcompanyand

listed on the Stock Exchange ofThailand on April 2004.The Company’s registered share capital as at

31 December 2005 comprised 639.57 million ordinary shares of Baht 1 each. 625 million ordinary shares

were fully paid-up.The Company’s major shareholders are Shin Broadband Internet (Thailand) Company

LimitedandSingaporeTelecommunicationLimited,withashareholdingof40%and13%,respectively.

TheCompanyandLoxleyInformationServiceCompanyLimitedweregranteda1-yearperiodlicense

fromNationalTelecommunicationsCommission(NTC)tooperateinternetaccessservicesendingSeptember

7,2006andJune28,2006.UnderNTC’sconditions,ifauthorizedlicenseeisnotsignificantlyinviolationofthe

conditions as specified in the license, NTC will renew the license immediately. On 8 September 2006, the

Company’sone-yearTypeIlicensewasrenewedandwillnowexpireon7September2007.

Major Developments


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January 2004 Theextraordinaryshareholders’meetingoftheCompanypassedaresolutionto

approve the Company’s purchase of certain shares ofTeleinfo Media Public

Company Limited (“TMC”) (previously namedTeleinfo Media Company Limited)

from Shin Corporation Public Company Limited (“SHIN”) and Singtel InterActive

PrivateLimited(“SingTel”),being63.25%ofthesharecapitalofTMC,withatotal

pricenotoverBaht800million.

March 2004 TheCompanyacquiredTMCfromSHINandSingTelatthetotalpriceofBaht507

million, which represented a shareholding of 63.25% ofTMC’s share capital.

TMChasbeengrantedrightstopublishandadvertisetelephonedirectoriesfrom

TOT Public Company Limited (previously named TOT Corporation Public

Company Limited). In addition,TOT has right to sell its shares inTMC to the

Company at a price not lower than the selling price of SHIN and SingTel within

1yearasfrom12February2004.

April 2004 The Company registered additional issued and paid-up share capital with the

MinistryofCommercefrom500millionsharesataparvalueofBaht1eachto625

million shares at par value of Baht 1 each.The additional ordinary shares were

issued and offered to the public and entered into registration in the Securities

andExchangeofThailandon8April2004withanIPOpriceofBaht9each.

September 2004 TMC entered into an Audiotex agreement withTOT for a period of 15 years to

provide information, news and entertainment programs via the telephone and

faxnumber1900and1188for24hoursperday,byuseofoperators.TMCstarted

toprovidethe1900serviceand1188serviceonNovember2004andDecember

2004,respectively.

June 2005 The Company further acquired ordinary shares and preferred shares ofTeleinfo

Media Public Company Limited (“TMC”) (previously namedTeleinfo Media

Company Limited) for the total of 25,509,400 shares at Baht 25 per share

(equivalent to 36.75% shareholding) from TOT Public Company Limited

(previouslynamedTOTCorporationPublicCompanyLimited)withthepayment

conditions:

• ThefirstpaymentofBaht20persharepaidwithinJune29,2005.

• The second payment of Baht 5 per share paid within 30 days after auditor

(approvedbySEC),certifiesthefinancialstatementofTMCfortheaccounting

year period ended 2007 and the aggregated revenues of TMC for the

accountingyearperiod2006and2007isequal toorhigherthanBaht2,000

million.

The Company’s Progress and Development


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August 2005 TheCompany’sextraordinarygeneralshareholdermeetingNo.2/2005approved:

• TheconversionoftheCompany’sstatusfromalimitedcompanyintoapublic

limited company and change the name toTeleinfo Media Public Company

Limited.

• TheCompanydecreaseditscapitalforthetotalofBaht520,602,000fromthe

registeredcapitalofBaht694,136,000toBaht173,534,000bywayofreducing

thenumberofordinarysharesandpreferredsharesatparvaluepershareof

Baht10from40,060,200sharesand12,000,000shares,respectivelyinorderto

eliminateitsremainingretainedlossandrepaytheresidualofthedecreased

portiontoshareholderswhosecapitalwerereduced.

September 2005 TheCompanyreceiveda1-yearperiodlicensefromNationalTelecommunications

Commission(NTC)tooperateinternetaccessservicesendingSeptember7,2006.

Under NTC’s conditions, if authorized licensee is not significantly in violation of

theconditionsasspecifiedinthelicense,NTCwillrenewthelicenseimmediately.

October 2005 The extraordinary general shareholder meeting of CS LoxInfo Solutions

Company Limited had an intention to discontinue its operation and thereby

approvingtoshutdownthebusiness. CSLoxInfoSolutionsCompanyLimitedis

nowintheprocessofceasingitsexistence.

April 2006 The Company acquired 28,050,000 ordinary shares of ADVenture Company

Limited (“ADV”) from Shin Corporation Public Company Limited (“SHIN”),

equivalentto51%ofsharecapitalofADVatthetotalpriceofBaht18million.

June 2006 LoxleyInformationServicesCompanyLimited,Loxservereceiveda1-yearperiod

licensefromNationalTelecommunicationsCommission(NTC)tooperateinternet

accessservicesendingJune28,2007.

July 2006 TheCompanyacquired5,000,000ordinarysharesofADV,equivalentto9.09%of

share capital of ADV at the total price of Baht 3.2 million from Mitsubishi

Corporation and Mitsubishi Company (Thailand) Limited. After this acquisition,

theCompanyheld60.09%ofthesharecapitalofADV.

September 2006 An extraordinary shareholders’ meeting of the Company passed a resolution to

approvetheadditionalacquired21,949,996ordinarysharesofADV,equivalentto

39.91%ofsharecapitalofADVatthetotalpriceofBaht14.05millionfromShin

Corporation Public Company Limited. After this acquisition, the Company held

100%ofthesharecapitalofADV.


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• Risks from increased liberalization of the telecommunications industry

Afterseveralnewlicensestooperateatelecommunicationbusinesswithitsownnetwork(TypeIIand

TypeIII)beinggrantedintheyear2006bytheNationalTelecommunicationsCommission(NTC),thenumber

of internet service providers are increasing which produces a higher level of competition. With a more

competitiveenvironment,theCompany’sfuturebusinessoperationsintermsofrevenuesandmarketshare

will be affected. However, we believe that successful entry by a new Internet service provider, into the

marketwouldbedifficult,giventhatthereareaconsiderablenumberofoperators,governmentandprivate

entities,already inthemidstof fiercecompetition.Additionally, tominimizerisksfromthe liberalizationof

the telecommunications business,ourCompanyhas placedagreater emphasis on qualityandservices to

ourvarioustypesofcustomer,particularlycorporateclients.Wehavegreatconfidencethatthesecorporate

clientshaveahighpotentialforgrowth.Withqualitynetworkingservice,technology,ahighlyexperienced

human resources and management team, distribution channels covering every internet user group

throughoutthecountryandfullsupportfrombusinessaffiliates,wewillfurtherimprovetheefficiencyand

effectivenessofourservicesgoingforward.

• Risks from having state enterprises enter into internet services in direct

competition with the private sector

At present, the state-owned enterprises i.e. CATTelecom Public Company Limited (CAT) andTOT

PublicCompanyLimited(TOT)alsoprovideinternetservicestothepublicthroughleasedline,highspeed

broadbandinternetanddialupviatelephonelines.Thesetwogovernmententitieshavemorecompetitive

advantagesbecausetheyhavetheirownnetworks.Thoughnothavingitsownnetwork,webelievethatwith

the full support from our affiliates in the group, especially with Advance Data Network Communication

CompanyLimited’s(ADC)highSpeedInternetnetworkcalledGigabitRing,wewillbeabletocloselymatch

networkcosts,comparedtothegovernmententities.

• Risks from changes to Internet technology

Today,asaresultoftechnologicalchangestotheInternetnetworkconnection,especiallyintermsof

connectionspeed,highspeedInternetwillbecomeamorepopular formofconnectiontherebyenlarging

themarketsizewhileatthesametimereducingtheservicecharges.Moreover,otherformsofconnection

technologywillbecomeevenmorerecognizede.g.satellite,fiberopticstothehome,powerlinebroadband

or high speed radio connection (WiMax).WiMax is the latest technology for transmitting informationand

image signals over 10 kilometers, enabling a cordless communication, which continues to increase in

popularityindevelopedcountries.WiBro(WirelessBroadband)isalsoanotherformoftechnology;thelatest

cordlessbroadbandtechnology,thatcanenableuserstoaccessinternetanytime,anywherebyusingtheir

mobilephones. It requiresnohotspotareas,suchastheWiFitypeoftechnology. Therefore,thiswillhelp

Risk Factors

Industry Risks

Risk Factors


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makeacordlessconnectiontotheInternetthroughoutdailylife,alwayspossible,evenwhentravelling.Ifour

Companyisunabletoimproveitsservicestokeeppacewiththelatestchangesintechnology,itmayloseits

competitiveadvantage,intermsofit’sofferedservices.Therefore,toalleviatesuchrisks,wehavesetapolicy

to develop and adapt our services, so as to provide new services to consumers and create a competitive

advantage. However, the investment policy in relation to new service technologies should have

characteristicsthatcorrespondwiththedemandsintheshorttermandmediumterm.Assuch,weshould

haveenoughflexibilityinacquiringbetter,butlowercosttechnologiesthatapply,improveordevelopenew

servicesinyearstocome.

• Risks from the changes in mobile phone technology

The rapid advancement of mobile phone technology may result in some obsolete products and

services of SHINEE in the future.This may have a serious negative impact on the number of future

downloads of SHINEE’s mobile content services. In addition, the change in technological standards may

resultinfurtherrequiredinvestmentsincomputerequipment,softwareandthetrainingofkeypersonnelin

order to ensure ongoing mobile content development, that suitably accommodates the changing

technology.

• Risks from changing consumer behaviour for mobile content service

business

GiventhefactthatSHINEE’s(whichisanindirectsubsidiarycompanyofCSLbybeingitsshareholding

in ADV) target market is mobile phone users who enjoy products and services with high technology and

fashion contents, there is therefore the unavoidable risk of the users rapidly changing tastes and

preferences.There are also the addedrisks from improvedcapabilitiesofmobilephones thatpermiteasy

downloadsofmobilecontentdirectlyfromcomputerstomobilephones.SHINEE,therefore,runstheriskof

notbeingabletoaccommodateboththerapidlychangingmobilephonetechnologies,markettrendsinits

servicesandthedemandofservicesthatSHINEEdoesnotyetprovide.However,givenitsfrequentmarket

research,SHINEEiswellequippedtodealwiththerapidlychangingconsumerbehaviour.

• Risks from network operators entering into the mobile content service

business

Atpresent,therearemanyservicesthatthemobileoperators,andfamouslicenseownerse.g.music

companies,contentproviders,haveadaptedtoaddvaluablecontentformobilephonesandbecomemobile

content service providers, such as Calling Melody. If all of the mobile operators become mobile content

serviceproviders, the contentaggregatorswilldiminishanddisappear fromthemarket. Only thecontent

providerswillremain.ThismayhaveanegativeeffectonSHINEE’stotalrevenueandmarketshare.Asaresult

ofthis,wehavedirectedSHINEEtocreateamarketingstrategytohelpkeepourrevenueandmarketshare,

byfocusingontheproductionanddevelopmentofcontent,togetherwithprovidingsolutionsfornetwork

operators.

Operational Risks

• Risks from a highly competitive internet service provider environment

Since the liberalization of the telecommunications industry, under the supervision of NTC, our

companyhasalreadyobtainedalicensetooperateatelecommunicationbusinesswithoutitsownnetwork.


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075

As a result of such liberalization, competition of the Internet service business sector may significantly

increase. Over the past year, a number of competitors have used an aggressive pricing strategy or event

marketingtocontinuouslyattractcustomersandexpandtheirmarketshare.Today,wearestillconcentrating

on service quality for the sake of our customers, by increasing the international and domestic bandwidth

capacities,togetherwithanincreasednumberoftelephonelines,tosufficientlyserviceouruser’sdemands.

Wearealsocontinuouslyimprovingtheefficiencyofthenationwidenetworkinordertobuildserviceuser’s

confidence by implementing ISO 9001:2000 and a Balanced Score Card Management System that clearly

defines performance indicators and measures its progress.This creates competitiveness,maintains market

shareandimprovesqualityofproductsandservices,asopposedtoapricewar,whichmayhaveanimpact

oneoperations.

• Risks from higher competition from the liberalization of the Yellow Pages

publishing business

After the expiration ofTeleinfo Media Public Company Limited (TMC)’s concession in 2005, there

mightbeanincreasingnumberofnewplayerswhooperateincompetitionwithTMC,thatmayfosterhigher

business competition. It is likely thatTMC’s projections of revenue and net profit will be less than earlier

forecasted.Nonetheless,TMChaslongbeenanexpertintheYellowPagesbusinesscoupledwithitshighly

efficient data collection system, sales team’s capability, and enduring business relationship with a

considerablenumberofcustomersencompassingallcustomergroupsthroughoutthecountry.Inaddition,

TMC has planned to develop new products and services in addition to its existing services e.g. EXPAT

MagazineVGTBook,EXIMBookandetc.TheCompanystronglybelievesthatTMCwillbeabletomaintainits

leadingroleinYellowPagespublishingbusinessinthefuture.

• Risks from a highly competitive mobile content service environment

Giventhatthemobilecontentserviceindustryhasbothalowentrybarrierandlowproduct/service

differentiation – these factors have resulted in a very intense competition between a large numbers of

mobilecontentserviceprovidersinthemarket.Inamorecompetitiveenvironment,itwillasaresultaffect

the Company’s future business operations in terms of revenues and market share. From such risk, it is

necessary for the Company to come up with a marketing strategy that will be able to create

competitiveness, maintain market share by concentrating on the development of its horoscope service

whichSHINEEhasanexclusivecontractwithafamousfortune-tellercontentprovider.

• Risks from dependence on Mobile Phone Operators

SHINEEhastorelyonallmobilephoneoperatorstoactasboththeintermediarybetweenitselfand

the mobile phone users, and as the distributor of SHINEE’s market share in terms of revenue. Since the

mobile phone operators typically set the revenue sharing percentage, there is the unavoidable risk from

future changes in the stated percentage in the revenue sharing scheme.This could affect the good

relationshipsofSHINEEandallmobilephoneoperators,especiallyAIS,acompanyinSHINGroup,similarto

SHINEE. Moreover, SHINEE has developed products and services itself to increase sources of revenue e.g.

wallpaper, or sound effect ring tones, to reduce the risk from the dependency on the mobile phone

operators.


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075

• Extension of maturity of content provider agreements

At present SHINEE has an exclusive two-year contract with a famous forture - teller which

commenced in 2005.The current contract is expected to expire in 2007, which represents a major risk if

SHINEE were to fail to renew both the period and the exclusivity of the contract.This loss would have a

serious negative impact on SHINEE’s revenue generating capability from its horoscope services. However,

given the excellent and ongoing relationship between SHINEE and the famous forture - teller, SHINEE’s

managementisconfidentinrenewingthiscontractinthefuture.

• Risks from dependence on key personal

ThenatureoftheCompany’sbusinessisspecializedandinvolveshightechnology.Wemustrelyon

the knowledge, competence, and experience of key personal. If we lose important management or

employees, it is likely that business operations may be affected. However, we have set a policy that

recognizestheimportanceofhumanresourcesbyestablishingacorporatecultureaimedatagoodworking

environmentandproperincentivedrivenmeasuresforemployees.Inaddition,wehaveissuedandoffered

warrantstocriticalemployeesinordertocreateamotivationalworkenvironmentinwhichtheywillthrive,

inordertomaximizetheCompany’sbenefitandstayonwiththeCompanyinthelongterm.


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077

Related Company Relationship Description Amount (Million Baht) Reasons Dec 31, 2005 Dec 31, 2006

Related Transactions In 2005 and 2006, the Company and its subsidiaries entered into a number of transactions with

relatedpartiesthatmayhaveconflictsof interestwiththeCompanyand itssubsidiaries.Theseconnected

transactions arose in the ordinary course of doing business and according to normal trade conditions.

Significant related transactions between the Company, its subsidiaries, and related companies are

asfollows:

Shin Loxley

SingTel

Shin Loxley SingTel

Corporation

Group

Group Total Corporation

Group Group Total

Group Group

Totalsalesand servicesincome 115.82 13.30 2.50 131.62 149.66 8.75 3.34 161.75Totalother income 6.21 - - 6.21 0.78 - - 0.78Totalexpenses 233.66 6.62 8.18 248.46 216.62 7.78 7.16 231.56Totaltradeaccountsreceivableandothers 56.30 5.66 0.76 62.72 62.83 4.41 1.42 68.66Totaltradeaccountspayableandothers 76.40 1.65 3.17 81.22 36.00 2.28 0.81 39.09Totalothers currentasset 67.87 - - 67.87 8.34 - - 8.34

Amount Dec 31, 2005 (Million Baht) Amount Dec 31, 2006 (Million Baht) Transaction Description

Related Party Transactions that may lead to Conflicts of Interest

Summary of Transactions

SHIN CORPORATION GROUP

ShinCorporationPublic Themajor SHINusedtheCompany’sbusinessandCo.,Ltd.(SHIN) companyin treasuryservicesprovidedtothe theGroup Companywiththeservicesfeeof0.05% andhasshared oftheoutstandingcreditfacilities. directors Holdingcompany - Salesandservices income 0.81 1.06 - Revenuefromrentalandinternet servicescharges - Expenses 0.62 0.92 - Managementfeeandotherexpense - Tradeaccounts receivableandothers 0.13 0.12 - Accountsreceivableforrentaland internetservicescharges - Tradeaccounts payableandothers 0.22 - - Accountspayablefor managementfee

Related Transactions


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077



ShinSatellitePublicCo.,Ltd. SHINholds TheCompanyrentedtransponders(SSA) 41.32%shares onThaicomsatellites,whichisthe inthiscompany onlyoperatorinThailand. withshared directorsTelecommunication -Salesandservices satelliteservicesoperator income 17.37 26.04 - Revenuefromuplink,internetleased lineserviceschargesandBrochure advertisingIPSTAR -Otherincome 5.80 0.75 - RevenuesfromBroadbandIP TransmissionCommission - Expenses 37.33 50.52 -IPSTARtechnicalservicescharges -Tradeaccounts receivableandothers 29.42 26.42 - Accountsreceivablefortheuplink andinternetleasedlineservices charges - Tradeaccounts payableandothers 56.17 7.93 -AccountspayableforIPSTARtechnical servicescharges

ShinBroadbandInternet Themajor Thetransactionswereforpurchases(Thailand)Co.,Ltd.(SBI) shareholder andsalesIPSTAR. ofthe Companyat 40.02%.SSA holds99.99% sharesinthis company Internetrelatedservices - Salesandservices provider;thewebsite, income 1.16 18.17 - Revenuefrommonthlyinternetserverco-location serviceschargesandsellingIPSTAR equipment - Expenses 1.20 15.36 - CostofIPSTARequipment - Tradeaccounts receivableandothers 1.33 2.53 -Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 0.23 6.18 - AccountspayableforIPSTAR equipment

AdvancedInfoServicesPlc. SHINholds TheCompanyusedmobilephone(AIS) 42.78%shares servicessfromAIS. inthiscompany withshared directorsMobilephoneoperator - Salesandservices income 74.85 82.27 - Revenuefrommonthlyinternet andwebhostingservicescharges - Expenses 2.76 4.43 - Airtimeofmobilephone - Tradeaccounts receivableandothers 17.62 31.08 - Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 0.12 0.35 - Accountspayableforairtime ofmobilephone


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079



AdvancedDataNetwork AISholds51% ThetransactionswerefortheCommunicationCo.,Ltd. sharesinthis Companytorentandconnect(ADC) companywith telephonelines,bothinBangkok shareddirectors andprovincialareasforprovisioning ofInternetconnectionservices.Telephonelinerentalfor - Salesandservices Internetconnection income 9.66 6.77 - Revenuefrommonthlyinternetservicesprovider servicescharges - Otherincome - 0.03 - Otherservicescharges - Expenses 111.69 119.63 - Telephonelinesandequipments rentalchargesforprovisioningof internetconnectionservices - Tradeaccounts receivableandothers 6.33 0.50 - Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 17.69 18.79 - Accountspayablefortelephone linesrental - Advancepaymentfor internetnetwork 67.87 8.34 -Serviceschargesontheinternet network

SCMatchBoxCo.,Ltd. Shinholds Weprovideinternet SMBisacompanyintheGroupthatwe(SMB) 99.96%shares services,andhavea useitasouragentinhaving inthiscompany monthlycharge. advertisementinvariousmediaforthe withshared WeuseSMBasour customerstouseourservicess.Thefees director Advertisingagency. wereatthemarketrate.

Advertisingagency - Salesandservices income 1.12 2.22 - Revenuefrommonthlyinternet servicescharges - Expenses 67.84 17.92 - Advertisingexpenses - Tradeaccounts receivableandothers 0.18 0.19 - Accountsreceivableforinternet servicescharges - Tradeaccounts payableandothers 1.31 2.34 - Accountspayableforadvertising expenses

Otherrelatedcompanies Theaffiliates inSHINGroup withshared directors - Salesandservices income 10.85 13.13 - Revenuefrommonthlyinternet servicescharges - Otherincome 0.41 - - Otherservicescharges - Expenses 12.22 7.84 - Expensesoncomputerprograms, servicescharges,andofficerental - Tradeaccounts receivableandothers 1.29 1.99 - Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 0.66 0.41 -Accountspayableforcomputer programs,servicescharges, andofficerental


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079


Loxley Group

LoxleyPublicCo.,Ltd. Holdinginthe TheCompanyrentofficespaces(Loxley) Companywith atSuaPahbuilding. shareddirectorsImporteranddistributor - Salesandservices ofgoodsandtechnology income 3.65 2.86 - Revenuefrommonthlyinternetproducts servicescharges - Expenses 6.02 6.94 - RentalspaceatSuaPahbuilding - Tradeaccounts receivableandothers 0.50 0.41 - Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 1.60 2.23 - Accountspayableforrentalspace

PointAsiaDotCom Loxleyholds TheCompanyrentofficespaces.(Thailand)Co.,Ltd. 78.62%shares inLoxbitand Loxbitholds 99.99%shares inPAHoldingcompany - Expenses 0.60 0.60 -Officerental - Tradeaccounts payableandothers 0.05 0.05 -Accountspayableforofficerental

LoxleyInformationCo.,Ltd. PAholds65% TheCompanytransactedabout shareinthis ServerrentalandInternetservices companywith charges. shareddirectorsInternetrelatedservices - Tradeaccounts provider;websiteand receivableandothers 3.19 2.88 -Accountsreceivableforservertrainingcenter rentalandinternetservices charges

NetOneNetworkSolution PAholds100% TheCompanyrentedmonthlyCo.,Ltd. sharesinthis Internetservicescharge. companywith shareddirectors

Computersystemservices - Salesandservices provider income 5.58 1.69 - Revenuefrommonthlyinternet servicescharges - Expenses - 0.24 - Repair&Maintenancecomputer - Tradeaccounts receivableandothers 1.36 0.10 - Accountsreceivableformonthly internetservicecharges.


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081



Loxley Group

Singapore Telecommunications Limited Group

Otherrelatedcompanies SingTelown TheCompanyprovidesinternet 13.45%ofthe servicessandhasamonthly Company’s basedservicescharge.Italso sharecapital operatestheinternationallink. - Salesandservices income 2.50 3.34 - Revenuefrommonthlyinternet servicescharges - Expenses 8.18 7.16 - Costofinternationallinks - Tradeaccounts receivableand others 0.76 1.42 - Accountsreceivableformonthly internetservicescharges - Tradeaccounts payableandothers 3.17 0.81 - Accountspayablefor internationallink

Otherrelatedcompanies Theaffiliates inthegroup withshared directors -Salesandservices income 4.07 4.20 - Revenuefrommonthlyinternet servicescharges -Tradeaccounts receivableandothers 0.61 1.02 - Accountsreceivableformonthly internetservicescharges

The Necessity and Reasonableness of Transactions

RevenuesfrommonthlyInternetservicesfees Atmarketprice

Revenuesfromtransponderservicess,internetsubscriberlinefees,

andbroadbandlinkservicesfees Costplusappropriatedprofits

Receivableandpayableinterest Atmarketprice

Revenuesandcostofagencyandothercommissionfees Costplusappropriatedprofits

Loansandothermanagementfees Costplusappropriatedprofits

TechnicalservicesfeesforIPSTARandoperatingcosts Atmarketprice

Costofservermaintenanceandoperatingcosts Atmarketprice

Telephonelinerentalfeesforprovisionofinternetconnection Atmarketprice

Transaction Description Price Policy


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081

Advertisingfees,telephonecharges,computerprogramfees,

accountingprogramfeesandofficerentalfees Atmarketprice

SpacerentalfeesandserverCo-Location,anddomainname

registrationfees Atmarketprice

Communicationequipmentmaintenancefeesand

communicationequipmentrentalfees Atmarketprice

Transaction Description Price Policy

The above transactions have already been considered and approved by the Company’s audit

committeeatthe1/2550meetingheldonFebruary21,2007withtheopinionthatsuchrelatedtransactions

at present are part of normal business operations which support the group’s business and are in its best

interests. Consequently, the said transactions as per details above are necessary and reasonable and the

returnthereofisdeterminedinconsiderationofappropriatemarketpriceorcostplusprofit(CostPlus).

Connected Transaction Approval Procedure

In the connected transaction approval procedure, for the transactions that are normal business

operations,suchasInternetservicesandtelephonelinerentalandetc.,theCompanywillsetupconditions

accordingtonormalbusinesspracticeusingthemarketpricenormallychargedtogeneralcustomersora

determined price taking into account the actual cost incurred plus reasonable profit which is the rate

charged to general customers.The Company will have its audit committee, or its auditor, or a specialist

provideanopiniononthereasonablenessofthetransactionandpricesuitability.

As for other connected transactions, the Company will set up conditions according to normal

businesspracticeandthemarketpriceapplicabletogeneralcustomerswillbeused. If themarketprice is

notavailable,theCompanywillcauseanindependentexperttoobtainappropriatepriceandconditionfor

thebestbenefitsoftheCompanyanditsshareholders.Beforetakingsuchaction,theCompanyhastoobtain

approval from the Board of Directors or shareholders as appropriate.The Company will have its audit

committee, or its auditor, or a specialistprovide an opinion on the reasonableness of the transaction and

pricesuitabilityinapprovingtheconnectedtransactiontosupportthedecisionoftheCompany’sBoardof

Directorsorshareholdersasthecasemaybe.

The Company complies with the regulations of the SEC and SET on information disclosure of

connected transactions, acquisition of major assets of the Company and its affiliates, and the accounting

standardsestablishedbyFederationofAccountingProfession.

Policies and Future Trend of Connected Transactions

It is projected that connected transactions in the future will still consist of normal business

operations.Futureconnectedtransactionsshallbeinaccordancewiththeaboveapprovalprocedure.


082


083

Management’s Discussion and Analysis : CSL

Management’s Discussion and Analysis : CSL

Overview

TheCompanyhadanetprofitofBaht213millionorBaht0.34pershare,increasingbyBaht

17 million or 9% from 2005.This was the result of an increase of net profit from Internet access

serviceandMobileContentServices.

TheCompanyreportedaconsolidatedoperating incomefor2006ofBaht2,512million,an

increase of Baht 191 million or 8% from 2005. This was due to the full recognition of TMC

performance,by100%oftherevenuefromitsThailandYellowPagesbusinessandVoiceInfoService

asofQ3/2005,andfromtheinvestmentinMobileContentService(ADV)sinceQ2/2006.

In September 2006, the Company paid an interim dividend of Baht 0.60 per share.The

dividend consisted of the half-yearly operating results and the extra dividend resulted from

adjustmentofthedeferredtaxrecognitionmethodaccordingtonewaccountingstandards.

Description 2006 2005 Variance (%)

Totalrevenue 2,512 2,321 8

Costofsalesandservice 1,365 1,260 8

SG&Aexpenses 805 765 5

Operatingprofit 342 296 16

Deferredincometax 119 98 21

Netprofit 213 196 9

EPS(Baht) 0.34 0.31 10

Selected financial information (Unit : Million Baht)

Operating Results

Comparison of the consolidated financial statement for the year ending December 2006 to

the consolidated financial statement for the same period of the previous year.

TheCompanyreportedconsolidatednetprofitsfor2006ofBaht213million,anincreaseof

Baht17million fromthe previous year.This resulted in earnings per share ofBaht 0.34per share.

Also,theCompanyhadoperatingprofitsofBaht342million,anincreaseofBaht46million,or16%

from 2005.This was due to the decrease in marketing and advertising expenses viaTVC and the

investmentsinADVsinceQ2/2006.

Net profit for the year 2006

was Baht 213 million,

increased by 9% from 2005.

This has come from an

increase of net profits from

Internet access service and

Mobile Content Services.


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083

Sales and service income

In2006,theCompanyearnedBaht2,460millioninrevenues,anincreaseofBaht211million,

or9%,overtheyear2005.Detailsareasgivenbelow:

1) Revenue from Internet Access

TheCompanyhadrevenuefrominternetaccessamountingtoBaht1,340million,adecrease

of Baht 4 million or 0.3%, over the revenues of Baht 1,344 million in 2005.This was due to the

decrease of revenue from dial up access by Baht 116 million. Some of the Dial up customers

switchedovertoBroadbandservices,whichcouldbetterservethem.TherevenuefromLeasedLine

services increased by Baht 83 million due to the Company had succeeded in increasing the

corporate customer base by concentrating on quality of service and value added services. The

revenue from Broadband services increased for Baht 29 million, since it was a low price services.

Revenuefromleasedlinesservicesandbroadbandservicesincreasedby12%and11%,respectively.

2) Revenue from Publishing Yellow Pages and Voice Info Service

In2006,theCompanyrecognizedrevenuefromthepublishingofThailandYellowPages,and

Voice Info Service amounting to Baht 917 million, an increase of Baht 101 million or 12% as

comparedto2005becausetheCompanyrecognized100%ofTMCrevenueinthisyear.Bytheway,

theCompanyrecognizedonly63.25%ofTMC’sperformanceinthefirstsixmonthsofyear2005.

3) Revenue from Mobile Content Service

Asaresultofthe51%stakeinvestmentinADVinQ2/2006,andtheadditionalinvestmentto

100% in Q3/2006, ADV became a subsidiary of the Company. ADV earned revenue from mobile

contentservicestotheamountofBaht103million,whichwasinproportiontotheinvestment in

ShineeDotCom(“SHINEE”)thatADVhelditsstakeby70%.

Cost of sales and services

In2006,theCompanyhadtotalcostofBaht1,365million,anincreaseofBaht105millionor

8%over theyear2005,whichhadamountedtoBaht1,260million.Thiswasduetothe increased

costforpublishingtheThailandYellowPagesandMobileContentServices.Coincidentally,thecost

ofInternetservicewasdecreased.Detailsareasgivenbelow:

1) Cost of Internet services

In2006,costassociatedwithinternetserviceswasBaht943million,decreasingBaht7million

or1%overthesameperiodlastyearwhichhadamountedtoBaht950million,becauseofefficient

networkrentalcostmanagement.

2) Cost of Voice Info Service and Publishing of the Yellow Pages

In 2006, the Company recognized costs from theYellow Pages andVoice Info Service

amountingtoBaht343million,anincreaseofBaht58millionor20%,comparedto2005,whichhad

amounted to Baht 285 million because the Company recognized their 100% cost in this year,

whiletheCompanyrecognizedonly63.25%ofsuchcostinthefirstsixmonthsofyear2005.

Revenue from leased lines

services and broadband

services increased by 12%

and 11%, respectively

Revenue from publishing

YellowPages and Voice Info

Services increased by Baht

101 million or 12%

because of 100% revenue

recognition of TMC in 2006

Cost of sales and services

increased by Baht 105

million or 8% from 2005

because of 100% recognition

of cost of Publishing the

Yellow Pages in 2006 and the

investment in ADV since

Q2/2006


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085

3) Cost of Mobile Content Service

As a result of 51% stake investment in ADV in Q2/2006, and the additional investment to

100%, ADV became a subsidiary of the Company.The Company recognized costs from mobile

contentservicesatBaht57million.

Selling and Administrative Expenses

TheCompanyhadtotalsellingandadministrativeexpensesduring2006ofBaht805million,

anincreaseofBaht40millionor5%fromthesameperiodlastyear,whichhadamountedtoBaht

765million.Thiswasduetotheincreaseofsellingandadministrativeexpensesforthepublishingof

theThailandYellowPages and Mobile Content Services. By the way, selling and administrative

expensesofInternetservicewasdecreased.Detailsareasgivenbelow:

1) Selling and administrative expenses of Internet services

Selling and administrative expenses of internet services in the year 2006 was Baht 323

million,adecreaseofBaht94million,or23%fromthepreviousyear,whichhadamountedtoBaht

417million,duetotheCompanyhadconcentratedonmarketingdirectlytocorporatecustomers,

rather than individual customers. By this way, the Company could reduce a lot of marketing and

advertisingexpenses.

2) Selling and Administrative Expenses of the YellowPages and Voice Info Service

The Company recognized selling and administrative expenses of publishing of theYellow

Pagesin2006ofBaht444million,anincreaseofBaht96millionor28%over2005,whichhadbeen

Baht348million.ThiswasduetotheCompanyrecognized100%oftheexpensesinthisyear,while

the Company recognized only 63.25% of this expense in the first six months of year 2005. Also,

there was marketing and advertising expenses viaTV, to emphasize the directory andVoice Info

Servicealltheyear2006.

3) Selling and administrative expenses of Mobile Content Service

Asaresultofthe51%stakeinvestmentinADVinQ2/2006,andtheadditionalinvestmentto

100%, ADV became a subsidiary of the Company. The Company recognized selling and

administrativeexpensesforMobileContentServicesatBaht38million.

Gross Profit and Net Profit

TheCompanyhadagrossprofitandnetprofitamountingtoBaht1,095millionandBaht213

millionrespectively,anincreasedof11%and9%,ascomparedto2005,whichwaspresentedBaht

989millionandBaht196million, respectively.Theseweremainlydueto the increase in revenues

from leased line and broadband services. Moreover, cost of internet services decreased due to

efficientnetworkrentalcostmanagementandthedecreaseinmarketingexpenses.

Financial Position

Attheendoftheyear2006,theCompanyhadtotalassetsofBaht2,615million,adecreaseof

Baht 397 million or 13% from the end of last year when total assets stood at Baht 3,012 million.

Detailsaregivenbelow.

Gross Profit and net profit

increased of 11% and 9%,

respectively, because of the

increase in revenues from

leased line and broadband

services, efficient network

rental cost management,

and the decrease in

marketing expenses.

Selling and administrative

expenses increased by 5%

because of 100% recognition

of expense from TMC, and

the investment in ADV in

Q2/2006. However, selling

and administrative expenses

from Internet service

decreased


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085

Cashandcashequivalents 779 30 774 26

Inventories 113 4 206 7

Current assets 1,267 48 1,375 46

PP&E,net 335 13 398 13

Goodwill,net 739 28 831 28

Total assets 2,615 100 3,012 100

Tradeaccountspayable 306 12 351 12

Current liabilities 675 26 731 24

Non current liabilities 132 5 123 4

Total liabilities 807 31 854 28

Total shareholder’ s equity 1,808 69 2,158 72

Assets

31 December 2006 31 December 2005 Amount % of total Amount % of total (Million Baht) Assets/Liabilities (Million Baht) Assets/Liabilities

At the end of 2006, current assets amounted to Baht 1,267 million, a decrease of Baht 108

million or 8%.The decrease came largely from a decrease of the reserved printing paper or

inventoryamountingtoBaht92millionofTeleinfoMedia(Public)CompanyLimited.

Furthermore, the Company had Baht 739 million in net goodwill, a decrease of Baht 92

millionfromtheendofthelastyear2005.ThiswasduetotheamortizationofgoodwillofTMCand

LoxservofBaht84millionandtheamortizationofnegativegoodwillofADVwhichamountedto

Baht3million.

Liabilities and Shareholder’s Equity

Bytheendof2006,theCompanyhadtotalliabilitiesofBaht807million,adecreaseofBaht

47 millionor 6% from the endof 2005, when total liabilities stood at Baht854million.Thiscame

largely from current liabilities that decreased by Baht 56 million from 2005, mainly due to the

decreaseintradeaccountpayable.

Shareholder’s Equity

In2006,theCompanyhadshareholders’equityofBaht1,808million,adecreaseofBaht350

or16%.Thiswasduetoan interimdividendpaymentofBaht0.60pershare, totalingofBaht581

million.The Company reported consolidated net profit for year 2006 of Baht 213 million.The

minorityinterestincreasedBaht17millionduetotheinvestmentinADV.

Assets Quality

Accounts Receivable

Asat31December2006,theCompany’stradeaccountsreceivableandaccruedincome,net,

amounted to Baht 323 million, equivalent to 12% of total assets.The trade accounts receivable

comprised of third parties and related parties, represented 83% and 17% of total trade accounts

receivable,respectively.

TradeAccountsreceivable:TheCompany’spolicyofprovidingcredittocustomersisdivided

intotwotypes,asfollows:

The major asset components comprise the following :


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087

Current 82 21% 88 23%

Lessthan90days 90 23% 71 18%

91–180days 35 9% 72 19%

181–360days 105 27% 71 18%

Over360days 74 19% 82 21%

Total trade accounts receivable 386 100% 385 100%

Lessallowancesfordoubtfulaccounts (76) 20% (97) 25%

Net trade accounts receivable 310 80% 288 75%

Overdue period 2006 2005 Unit : Million Baht (%) Unit : Million Baht (%)

Based on the table above, the Company had net trade accounts receivable of Baht 310

million.Inaddition,theCompanyhadanallowancefordoubtfulaccountsofBaht76millionor20%

of total trade accounts receivable.The allowance covered the trade accounts receivable over 360

days,whichstandsatBaht74millionasof31December2006.

Liquidity

In 2006, the Company’s current ratio was 1.88 times, which was the same in 2005.The

Company’squickratiowas1.63times,increasingfrom2005whichitwasat1.47times.Theincrease

camelargely fromthe investment inADVsinceQ2/2006thatcausedtheCompany’snetassetsto

increase,totalingBaht71.25million.

TheCompany’scashflowsfromoperationsamountedtoBaht704million,anincreaseof33%

fromlastyear.TheCompany’scashflowfrominvestmentwasBaht117million.TheCompanyalso

paiddividendtotalingBaht581millionin2006.

1) Revenue from Internet Access

Tradeaccountsreceivableconsistofthetwotypesofcustomers:

1.1) Individual customers equal to 21% of total trade accounts receivable, provided

with a credit term of 30 days. Average collection period was 32 days in

2006,increasingfrom26daysin2005.

1.2) Corporate customers and government agencies equal to 79% of total trade

accounts receivable provided with a credit term of 30 – 90 days. Aaverage

collectionperiodwas40daysin2006,decreasingfrom43daysin2005.

2) Revenue from publishing the Thailand YellowPages

Averagecollectionperiodinyear2006was89days.TheCompany’scredittermpoliciesare

baseonthebillingofeachadvertiser.

• LessthanBaht35,000shallbepaidinfullorwithin30days.

• MorethanBaht35,000shallbepaidinfullorin4-12installments.

3) Revenue from Mobile Content Service

Averagecollectionperiodinyear2006was24days,withacredittermof30days.

Trade Accounts receivable as of December 31, 2006


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087

March4,2004 63.25 507

June29,2005 36.75 510(ontransferdate)+

128(undercondition)

Date Proportion (%) amount (million Baht)

2004 9 June1,2004 February28,2005

2005 10 March16,2005 January15,2006

2006 12 January16,2006 January15,2007

Year issuing Period (month) started ended

Note : Revenue and Cost Recognition Policy

1. Revenue Recognition of TMC

TMChad itsmain revenue fromthesaleofadvertisingspace in theThailandYellowPages.

AccordingtotheGeneralAcceptedAccountingPrinciple(GAAP),TMCrecognizedrevenueofYellow

Pages by the straight-line method, starting from the month theYellow Pages was issued in the

current year to the month it will be issued next year. For example, theYellow Pages of 2004 was

issued in June 2004 and theYellow Pages of 2005 will be issued in March 2005, soTMC will

recognize revenue from theYellow Pages of 2004 from 1 June 2004 to 28 February 2005 by the

straight-linemethod.FortheYellowPagesof2005,TMCwillrecognizerevenuefrom16March2005

to 15 January 2006. For theYellow Pages of 2006,TMC plans to launch in January 2006 and will

recognizerevenuefrom16Januaryto31December2006.Thepurposeofthischangeofissuedate

eachyearistobringtheissuedateinlinewiththecalendaryeareventually.

1.1. Investment in TMC

1.2. Revenue Recognition of TMC

2. Cost Recognition of TMC

TheCostsofTMCaremainlyderivedfromdirectvariablecosts,suchasthecostofpaperused

forprintingtheYellowPages.Thiscostwasrecognizedbythesamemethodofrevenuerecognition

asmentionedabove.Fixedcostsarerecognizedwhentheyoccur.

3. Investment in ADV

April4,2006 51.00 17.95

July18,2006 9.09 3.20

September27,2006 39.91 14.05

Date Proportion (%) amount (million Baht)

ADValsoheld70%stakesinShineeDotCom(“SHINEE”),amobilecontentprovider.


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089

4. The effect of change in investment accounting policy

TheCompanyhasadoptedthenotificationofFederationofAccountingProfessionsNo.26/

2549, dated on 11 October 2006, and No.32/2549 dated on 3 November 2006, for TAS 44,

‘Consolidated Financial Statements and investments in subsidiaries’ andTAS’ 45,‘Investments in

associates’, in changing an accounting treatment fromtheequitymethodto thecostmethod for

the investment presented in the Company financial statement which will apply since 1 January

2007.


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Board of Directors’ Responsibility for Financial Reporting

The Board of Directors is responsible for CS LoxInfo Public Company Limited’s financial statements

andforCSLoxInfoPublicCompanyLimitedanditssubsidiaries’consolidatedfinancialstatements,including

the financial information presented in this annual report.The aforementioned financial statements are

preparedinaccordancewithgenerallyacceptedaccountingprinciples,usingcarefuljudgmentandthebest

estimation. Important information is adequately and transparently disclosed in the notes to financial

statementstotheCompany’sshareholdersandinvestors.

TheBoardofDirectorshasprovidedandmaintainedariskmanagementsystemandappropriateand

efficientinternalcontrolstoensurethataccountingrecordsareaccurate,haveintegrityandareadequateto

protectitsassetsanduncoverweaknessinordertopreventfraudormateriallyirregularoperation.

In this regard, the Board of Directors has entrusted an Audit Committee responsible for review the

accountingpolicyandfinancialreports,reviewinternalcontrols,internalauditandriskmanagementsystem.

Suchcommentonthese issueshavebeen included in theAuditCommitteeReport,which ispresented in

thisannualreport.

ThefinancialstatementsoftheCompanyandtheconsolidatedfinancialstatementsofCompanyand

its subsidiaries have been examined by an external auditor, PriceWaterhouseCoopers ABAS Limited. In

conductingtheirauditandtoexpressanopinioninaccordancewithgenerallyacceptedauditingstandards,

theCompanyhassupportedthemwithalloftheCompany’srecordsandrelateddata.Theauditor’sopinion

ispresentedintheauditor’sreportaspartofthisannualreport.

TheBoardofDirectorsbelievesthattheCompany’soverallinternalcontrolsystemhasfunctionedup

to a satisfactory level and rendered credibility and reliability to CS LoxInfo Public Company Limited’s

financial statements and for the consolidated financial statements of CS LoxInfo Public Company Limited

anditssubsidiariesfortheperiodendedDecember31,2006andthattheyhavebeenpreparedaccordingto

generallyacceptedprinciplesandrelatedregulations.

Board of Directors’ Responsibility for Financial Reporting

(Mr. Vasant Chatikavanij) Director

(Dr. Dumrong Kasemset) Chairman of the

Executive Committee


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091

Auditor’s Report

To the Shareholders of CS Loxinfo Public Company Limited

Ihaveauditedtheaccompanyingconsolidatedandcompanybalancesheetsasat31December2006and

2005,andtherelatedconsolidatedandcompanystatementsofincome,changesinshareholders’equity,and

cash flows for the years thenendedof CS LoxinfoPublicCompanyLimitedand its subsidiaries, andofCS

Loxinfo Public Company Limited, respectively. The Company’s management is responsible for the

correctness andcompleteness of information in these financial statements.My responsibility is to express

anopiniononthesefinancialstatementsbasedonmyaudits.

Iconductedmyaudits inaccordancewithgenerallyacceptedauditingstandards.Thosestandardsrequire

thatIplanandperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsare

free of material misstatement. An audit includes examining, on a test basis, evidence supporting the

amounts and disclosures in the financial statements. An audit also includes assessing the accounting

principlesusedandsignificantestimatesmadebymanagement,aswellasevaluatingtheoverall financial

statementpresentation.Ibelievethatmyauditsprovideareasonablebasisformyopinion.

In my opinion, the consolidated and company financial statements referred to above present fairly,

inallmaterialrespects,theconsolidatedandcompanyfinancialpositionasat31December2006and2005,

and the consolidated and company results of operations, and cash flows for the years then ended of CS

LoxinfoPublicCompanyLimitedanditssubsidiaries,andofCSLoxinfoPublicCompanyLimited,respectively,

inaccordancewithgenerallyacceptedaccountingprinciples.

Auditor’s Report

(PRASAN CHUAPHANICH) Certified Public Accountant

(Thailand) No. 3051 PricewaterhouseCoopers ABAS Limited

Bangkok 22 February 2007


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093


ASSETS

Current assets

Cash and cash equivalents 5 779,013,897 774,028,396 177,706,222 223,232,495

Trade accounts receivable and

accrued income, net 6, 32 323,453,089 303,519,920 144,078,202 147,552,408

Amounts due from related parties 32 162,010 - 420,465 1,253,293

Receivable from reduction in

share capital of a subsidiary 32 - - - 256,558,474

Inventories, net 7 113,342,189 205,780,779 7,180,852 8,124,791

Advance payments for service

to a related party 32 8,335,600 67,868,800 8,335,600 67,868,800

Other current assets 8 42,372,587 23,907,247 9,387,054 6,604,581

Total current assets 1,266,679,372 1,375,105,142 347,108,395 711,194,842

Non-current assets

Investments - equity method 9 3,692,704 3,674,097 1,597,615,051 1,538,965,737

Long-term investment - other 10 2,550,971 2,531,153 - -

Property and equipment, net 11 334,945,437 398,046,226 199,839,850 266,124,597

Equipment under concession

agreements, net 12 13,271,670 44,646,219 13,271,670 41,042,448

Intangible assets, net 13 47,793,346 32,744,354 17,088,490 19,175,750

Goodwill, net 14 739,157,906 831,463,636 - -

Deferred tax assets 15 84,033,394 196,973,759 29,429,152 74,515,851

Withholding tax, net 16 97,362,216 96,985,687 47,249,689 43,855,859

Deposits 25,758,958 30,189,966 13,396,423 13,514,900

Total non-current assets 1,348,566,602 1,637,255,097 1,917,890,325 1,997,195,142

Total assets 2,615,245,974 3,012,360,239 2,264,998,720 2,708,389,984

The notes to the consolidated and company financial statements on pages 99 to 136 are an integral part of these financial statements.

CS LoxInfo Public Company Limited Balance Sheets

As at 31 December 2006 and 2005

2006 2005 2006 2005

Restated Restated

Notes Baht Baht Baht Baht

Consolidated Company

Consolidated and Company Financial Statements

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093


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Trade accounts payable 32 306,240,416 351,083,672 190,824,854 221,046,118

Other accounts payable 32 26,671,846 56,910,831 7,847,041 47,799,802

Amounts due to related parties 32 2,528,056 1,770,009 34,884 -

Current portion of obligations under

financial lease - 254,501 - -

Foreign currency forward contracts

Payable, net 33 706,920 - - -

Unearned income and advances received

from customers 210,716,347 222,028,122 112,147,539 132,879,162

Accrued expenses 32 105,367,819 79,092,349 46,074,046 39,857,881

Other current liabilities 18 22,905,382 19,553,226 7,531,081 6,774,863

Total current liabilities 675,136,786 730,692,710 364,459,445 448,357,826

Non-current liabilities

Provision from acquisition of investment 19 120,765,376 115,340,077 120,765,376 115,340,077

Other non-current liabilities 10,908,970 7,842,937 9,694,969 5,947,709

Total non-current liabilities 131,674,346 123,183,014 130,460,345 121,287,786

Total liabilities 806,811,132 853,875,724 494,919,790 569,645,612


CS LoxInfo Public Company Limited Balance Sheets (Continued) As at 31 December 2006 and 2005

2006 2005 2006 2005

Restated Restated



Shareholders’ equity

Share capital 20

Authorised share capital -

ordinary shares 649,020,074 639,569,774 649,020,074 639,569,774

Issued and paid-up share capital -

ordinary shares 625,000,000 625,000,000 625,000,000 625,000,000

Premium on share capital 992,141,435 992,141,435 992,141,435 992,141,435

Retained earnings

Appropriated

Legal reserve 30 45,636,154 35,006,925 45,636,154 35,006,925

Unappropriated 107,301,341 486,596,012 107,301,341 486,596,012

Total parent’s shareholders’ equity 1,770,078,930 2,138,744,372 1,770,078,930 2,138,744,372

Minority interests 31 38,355,912 19,740,143 - -

Total shareholder’s equity 1,808,434,842 2,158,484,515 1,770,078,930 2,138,744,372

Total liabilities and shareholders’ equity 2,615,245,974 3,012,360,239 2,264,998,720 2,708,389,984


CS LoxInfo Public Company Limited Balance Sheets (Continued) As at 31 December 2006 and 2005

2006 2005 2006 2005

Restated Restated



094


095


Revenues 32

Revenues from sales and services 2,460,375,882 2,248,655,492 1,445,115,051 1,392,685,115

Other income 21 51,842,830 70,268,067 23,840,913 29,862,942

Gain on foreign exchange - 2,210,451 - 78,102

Share of net result from investments -

equity method 9 18,605 52,423 184,914,763 204,069,912

Total revenues 2,512,237,317 2,321,186,433 1,653,870,727 1,626,696,071

Expenses 32

Cost of sales and services 1,365,101,046 1,260,411,604 994,317,061 974,983,199

Selling and administrative expenses 800,590,040 762,137,800 387,459,172 434,867,177

Directors’ remuneration 2,400,000 2,462,782 2,345,000 2,015,000

Loss on foreign exchange 2,022,458 - 434,723 -

Total expenses 2,170,113,544 2,025,012,186 1,384,555,956 1,411,865,376

Profit before interest expense and

income tax 23 342,123,773 296,174,247 269,314,771 214,830,695

Interest expense 22, 32 5,429,423 2,743,348 5,425,362 4,853,882

Profit before income tax 336,694,350 293,430,899 263,889,409 209,976,813

Income tax 27 119,158,517 97,702,397 51,304,851 13,615,770

Profit before minority interests 217,535,833 195,728,502 212,584,558 196,361,043

Loss (profit) attributable to minority

interests, net (4,951,275) 632,541 - -

Net profit for the year 212,584,558 196,361,043 212,584,558 196,361,043

Basic and diluted earnings per share 24

Net profit for the year 0.34 0.31 0.34 0.31


CS LoxInfo Public Company Limited Statements of Income

For the years ended 31 December 2006 and 2005

2006 2005 2006 2005

Restated Restated



094


095


Consolidated (Baht)

Opening balance 2005

- as previously reported 625,000,000 992,141,435 20,323,183 242,064,079 19,801,162 1,899,329,859

Prior year adjustment 3 - - - 229,149,307 571,522 229,720,829


- as restated 625,000,000 992,141,435 20,323,183 471,213,386 20,372,684 2,129,050,688

Effect from an additional investment

in a subsidiary - - - 64,955,325 - 64,955,325

Legal reserve 30 - - 14,683,742 (14,683,742) - -

Net profit for the year - - - 196,361,043 - 196,361,043

Dividend payment - - - (231,250,000) - (231,250,000)

Decrease in minority interests

during the year 31 - - - - (632,541) (632,541)

Closing balance

as at 31 December 2005 625,000,000 992,141,435 35,006,925 486,596,012 19,740,143 2,158,484,515


- as previously reported 625,000,000 992,141,435 35,006,925 289,805,185 19,557,212 1,961,510,757

Prior year adjustment 3 - - - 196,790,827 182,931 196,973,758

Opening balance 2006 - as restated 625,000,000 992,141,435 35,006,925 486,596,012 19,740,143 2,158,484,515

Legal reserve 30 - - 10,629,229 (10,629,229) - -


Dividend payment 35 - - - (581,250,000) - (581,250,000)

Minority interests from

acquisition of investment 31 - - - - 13,664,494 13,664,494

Increase in minority interests

during the year 31 - - - - 4,951,275 4,951,275

Closing balance

as at 31 December 2006 625,000,000 992,141,435 45,636,154 107,301,341 38,355,912 1,808,434,842


CS LoxInfo Public Company Limited Statements of Changes in Shareholders’ Equity


CS LoxInfo Public Company Limited Statements of Changes in Shareholders’ Equity (Continued)


Minority Issued and paid-up Premium on Legal Retained interests share capital share capital reserve earnings (Note 31) Total Notes (Note 20) (Note 20) (Note 30) (Restated) (Restated) (Restated)

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097


CS LoxInfo Public Company Limited Statements of Changes in Shareholders’ Equity (Continued)


Company (Baht)

Issued and paid-up Premium on Legal Retained Minority

share capital share capital reserve earnings interests Total

Notes (Note 20) (Note 20) (Note 30) (Restated) (Restated) (Restated)


- as previously reported 625,000,000 992,141,435 20,323,183 242,064,079 - 1,879,528,697

Prior year adjustment 3 - - - 229,149,307 - 229,149,307


- as restated 625,000,000 992,141,435 20,323,183 471,213,386 - 2,108,678,004

Effect from an additional

investment in a subsidiary - - - 64,955,325 - 64,955,325

Legal reserve 30 - - 14,683,742 (14,683,742) - -


Dividend payment - - - (231,250,000) - (231,250,000)

Closing balance

as at 31 December 2005 625,000,000 992,141,435 35,006,925 486,596,012 - 2,138,744,372


- as previously reported 625,000,000 992,141,435 35,006,925 289,805,185 - 1,941,953,545

Prior year adjustment 3 - - - 196,790,827 - 196,790,827


- as restated 625,000,000 992,141,435 35,006,925 486,596,012 - 2,138,744,372

Legal reserve 30 - - 10,629,229 (10,629,229) - -


Dividend payment 35 - - - (581,250,000) - (581,250,000)

Closing balance

as at 31 December 2006 625,000,000 992,141,435 45,636,154 107,301,341 - 1,770,078,930


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097


CS LoxInfo Public Company Limited Statements of Cash Flows


Net cash flows from operating activities 25 703,551,850 530,102,905 295,569,653 282,822,218

Cash flows from investing activities

Increase from long-term investment - other (19,817) (9,372) - -

Payment for short-term investment - 15,000,000 - -

Proceeds from reduction in share capital

of a subsidiary 9 (e) - - 256,558,474 200,000,000

Payments for investment in a subsidiary 26 (16,759,458) (388,961,842) (35,963,998) (511,849,865)

Payments for acquisitions of equipment (105,273,404) (152,148,650) (76,567,706) (127,820,228)

Payments for intangible assets (15,198,745) (19,560,439) (2,698,598) (12,159,924)

Proceeds from sale of equipment 20,415,712 1,026,487 18,314,661 707,355

Dividend received from subsidiary 9 (e) - - 80,693,310 -

Net cash flows receipt from (used in)

investing activities (116,835,712) (544,653,816) 240,336,143 (451,122,662)

Cash flows from financing activities

Proceeds from short-term loan from a subsidiary 32 (d) - - - 150,000,000

Repayments of short-term loan to a subsidiary 32 (d) - - - (150,000,000)

Repayments of finance leases liabilities (254,500) (431,685) - -

Dividend payment 35 (581,250,000) (231,250,000) (581,250,000) (231,250,000)

Net cash used in financing activities (581,504,500) (231,681,685) (581,250,000) (231,250,000)

Net increase (decrease) in cash

and cash equivalents 5,211,638 (246,232,596) (45,344,204) (399,550,444)

Cash and cash equivalents, opening balance 774,028,396 1,018,440,165 223,232,495 622,673,673

Effects of exchange rate changes (226,137) 1,820,827 (182,069) 109,266

Cash and cash equivalents, closing balance 5 779,013,897 774,028,396 177,706,222 223,232,495

Supplementary information for cash flows:

Withholding tax deducted at source 51,115,140 86,662,159 26,718,998 26,173,298

Interest paid 4,124 40,337 63 2,141,232

Non-cash transactions

Acquisitions of equipment through debts 22,369,086 54,716,347 7,847,041 47,799,802

Acquisitions of intangible assets through debts 4,302,760 2,194,484 - -


2006 2005 2006 2005

Restated Restated



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099


Notes to the Consolidated and Company Financial Statements

CS LoxInfo Public Company Limited Notes to the Consolidated and Company Financial Statements

1 General information

CS Loxinfo Public Company Limited (“the Company”) is a public limited company incorporated and

resident in Thailand. The address of the Company’s registered office is as follows:

414 Phaholyothin Road, Sam Saen Nai, Phayathai, Bangkok 10400.

CS Loxinfo Public Company Limited (“the Company”) and its subsidiaries are collectively referred to as

“the Group”.

The Company is an associate of the Shin Satellite Public Company Limited Group. Shin Broadband

Internet (Thailand) Company Limited (a subsidiary of Shin Satellite Public Company Limited) owns 40.02% of

the Company’s shares.

The Company has been registered as a listed company since April 2004. The principal activities of the

Company and its subsidiaries and associate (“the Group”) are the provision of internet data centre services,

internet, satellite uplink-downlink services for domestic and international communications, the printing and

publishing of telephone directories and mobile contents.

The Company entered into concession agreements with CAT Telecom Public Company Limited

(“CAT”) for a period of 22 years from 9 August 1994 to 8 August 2016 to provide satellite uplink-downlink

and satellite internet services, and to provide internet services in Thailand for a period of ten years from 16

April 1997 to 15 April 2007.

The Company and its subsidiary received one-year Type I licenses from the National

Telecommunications Commission (“NTC”) to provide Internet access services for one year from 8 September

2005 to 7 September 2006 and 29 June 2006 to 28 June 2007, respectively. According to the conditions

specified by the NTC, provided that the authorised licensee is not in significant violation of the conditions as

specified in the license, the NTC will consider renewing the license in the normal course of business. On 8

September 2006, the Company’s one-year Type I license was renewed and will be expired on 7 September

2007.

Certain equipment that the Company has been using is equipment that the title has been transferred

to CAT Telecom Public Company Limited (“CAT”) under a concession contract which the contract will expire

on 15 April 2007. The Company is currently in the process of purchasing the equipment from CAT. The book

value of the equipment is presented in Note 12.

Certain equipment that a subsidiary has been using is equipment that the title has been transferred

to CAT under a concession contract which the contract expired on 31 March 2006. The Company submitted a

proposal for the subsidiary to acquire all related equipment under the concession contract of Baht 14.5


098


099


million from CAT and a proposal for the Company to acquire 480,000 ordinary shares in the subsidiary from

CAT and its employees at Baht 12.90 per share, representing 1.85% of the total share capital, at a total price

of Baht 6.2 million. The acquisition process of the ordinary shares and these equipment under concession

was completed on 2 February 2007 ( Note 36 (d)).

On 4 April 2006, the Company acquired ordinary shares in AD Venture Company Limited (“ADV”)

equivalent to 51% of the share capital of ADV. As a result, ADV has been a subsidiary of the Company. The

Company has, therefore, consolidated the financial statements of ADV since the date of acquisition. During

the third quarter, the Company acquired the remaining ordinary shares equivalent to 49% of the share

capital of ADV. As a result of this acquisition, the Company now holds 100% of the share capital of ADV

(Note 26).

As at 31 December 2006, the Group employs 997 people (2005: 977 people).

These consolidated and company financial statements were approved for issue by the Board of

Directors on 22 February 2007.

2 Accounting policies

The principal accounting policies adopted in the preparation of these consolidated and company

financial statements are set out below:

2.1 Basis of preparation

The consolidated and company financial statements have been prepared in accordance with Thai

generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting

Standards issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of

the Securities and Exchange Commission under the Securities and Exchange Act B.E. 2535.

The accounting principles applied may differ from generally accepted accounting principles adopted

in other countries and jurisdictions. The accompanying consolidated and company financial statements are

therefore not intended to present the financial position and results of operations and cash flows in

accordance with jurisdictions other than Thailand. Consequently, these consolidated and company financial

statements are only addressed to those who are informed about Thai generally accepted accounting

principles and practices.

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

convention.

The preparation of financial statements in conformity with Thai generally accepted accounting

principles requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements

and the amounts of revenues and expenses in the reported years. Although these estimates are based on

management’s best knowledge of current events and actions, actual results may differ from those estimates.

Where necessary, comparative figures have been adjusted to conform with changes in presentation in

the current year.

An English version of the consolidated and company financial statements has been prepared from

the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in

interpretation between the two languages, the Thai language statutory financial statements shall prevail.

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2.2 Group accounting - investment in subsidiaries, associates and joint venture

• Subsidiary undertakings

Subsidiaries are all entities over which the Group has the power to govern the financial and operating

policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are

consolidated from the date on which control is transferred to the Group and are no longer consolidated

from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the

Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued

and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are

measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair

value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of

acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised

as negative goodwill. See Note 2.11 for the accounting policy on goodwill. Intercompany transactions,

balances and unrealised gains on transactions between group companies are eliminated; unrealised losses

are also eliminated unless costs cannot be recovered. Where necessary, accounting policies of subsidiaries

have been changed to ensure consistency with the policies adopted by the Company.

In the Company’s separate financial statements investments in subsidiaries are reported using the

equity method of accounting.

A list of the Group’s principal subsidiaries is set out in Note 9.

• Associated undertakings

Associates are all entities over which the Group has significant influence but not control, generally

accompanying a shareholding of between 20% and 50% of the voting rights.

Investments in associated undertakings are accounted for using the equity method of accounting in

the consolidated and company financial statements. Under this method, the Company’s share of the post-

acquisition profits or losses of associates is recognised in the income statement. The cumulative post-

acquisition movements are adjusted against the cost of the investment. Unrealised gains or losses on

transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the

associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment

of the asset transferred. The Group’s investment in associates includes goodwill (net of accumulated

amortisation of goodwill) on acquisition. When the Group’s share of losses in an associate equals or exceeds

its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or

made payments on behalf of the associate.

A list of the Group’s principal associates is set out in Note 9.

• Joint venture undertakings

A jointly controlled entity is a joint venture that involves the establishment of a corporation,

partnership or other entity in which each venturer has an interest under a contractual arrangement between

the venturers, which establishes joint control over the economic activity of the entity.

The Group’s interest in jointly controlled entity is accounted for by proportionate consolidation in the

consolidated financial statements. The Group combines its share of the joint ventures’ individual income and

100


101


expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group’s

financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group

to the joint venture that it is attributable to the other ventures. The Group does not recognise its share of

profits or losses from the joint venture that result from the purchase of assets by the Group from the joint

venture until it resells the assets to an independent party. However, if a loss on the transaction provides

evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is

recognised immediately.

In the Company’s separate financial statements the equity method is applied to account for interests

in joint ventures.

2.3 Related parties

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or

are controlled by, or are under common control with, the Company, including holding companies,

subsidiaries and fellow subsidiaries, are related parties of the Company. Associates and individuals owning,

directly or indirectly, an interest in the voting power of the Company that gives them significant influence

over the enterprise, key management personnel, including directors and officers of the Company and close

members of the family of these individuals and companies associated with these individuals also constitute

related parties.

In considering each possible related party relationship, attention is directed to the substance of the

relationship, and not merely the legal form.

2.4 Foreign currency translation

Items included in the financial statements of each entity in the Group are measured in Thai Baht. The

consolidated and company financial statements are presented in Thai Baht.

Transactions denominated in foreign currencies are translated into Thai Baht at the rate of exchange

prevailing on the transaction dates. Monetary assets and liabilities at the balance sheet date denominated in

foreign currencies are translated into Thai Baht at the rate of exchange prevailing at the balance sheet date.

Gains and losses resulting from the settlement of foreign currency transactions and from the translation of

monetary assets and liabilities denominated in foreign currencies are recognised in the income statements.

2.5 Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost. Cash and cash equivalents

comprise cash on hand and deposits held at banks, and other short-term highly liquid investments with

original maturities of three months or less from the acquisition date.

2.6 Trade accounts receivable

Trade accounts receivable are carried at the original invoice amount and subsequently measured at

the remaining amount less allowance for doubtful receivables based on a review of all outstanding amounts

at the year end. The amount of the allowance is the difference between the carrying amount of the

receivable and the amount expected to be collectible. Bad debts are written off during the year in which

they are identified and recognised in the income statement as selling and administrative expenses.

2.7 Inventories

Inventories are stated at the lower of cost or net realisable value. Cost is determined using the

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weighted average method. The cost of purchase comprises both the purchase price and the costs directly

attributable to the acquisition of the inventory, such as taxes and transportation charges, less all attributable

discounts. The cost of finished goods and work in progress comprises raw materials, direct labour, other

direct costs and related production overheads, but excludes borrowing costs. Net realisable value is the

estimate of the selling price in the ordinary course of business, less the costs of completion and selling

expenses. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories.

2.8 Investments

Investments with fixed maturity that management has the intention and ability to hold to maturity

are classified as held-to-maturity and are included as non-current assets, except for those with maturity within

12 months from the balance sheet date, which are classified as short-term investment in under current assets.

A test for impairment, the difference between the net disposal proceeds and the carrying amount is

charged or credited to the income statements. On disposal of an investment, the difference between the net

disposal proceeds and the carrying amount is charged or credited to the income statements.

2.9 Property and equipment

All property and equipment is initially recorded at cost and subsequently shown at historical cost, less

accumulated depreciation. Depreciation is calculated using the straight-line method to write off the cost of

each asset over its estimated useful life as follows:

Leasehold improvements 5 years Computer equipment 3 - 10 years Furniture and fixtures 5 years Office equipment 5 years Motor vehicles 5 years Printing equipment 5 years

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written

down immediately to its recoverable amount. The estimated recoverable amount is the higher of the

anticipated, discounted cash flows from the continuing use of the asset and the amount obtainable from the

sale of the asset, less any cost of disposal.

Gains and losses on disposal of property and equipment are determined by reference to their

carrying amount and are taken into account in determining operating profit.

Repairs and maintenance expenses are charged to the income statements during the financial year in

which they are incurred. The cost of major renovations is included in the carrying amount of the asset when

it is probable that future economic benefits in excess of the originally assessed standard of performance of

the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of

the related assets.

2.10 Equipment under concession agreements

Equipment under concession agreements represents, Internet networks, servers, fiber optic networks

and other operating equipment which has been transferred to CAT Telecom Public Company Limited under

concession agreements. Concession assets are carried at the historical cost less accumulated amortisation.

They are amortised using the straight-line method over the shorter of the estimated useful lives of these

assets, ranging from five to ten years, or the remaining concession period. Concession assets are not

revalued. The carrying amount of concession assets is reviewed annually and adjusted for impairment

where it is considered necessary.

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2.11 Intangible assets

• Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of

identifiable assets and liabilities of the acquired subsidiary, associate or joint venture undertaking at the date

of acquisition. Goodwill on acquisitions of subsidiaries and joint ventures is reported in the consolidated

balance sheet as goodwill and is included in investments - equity method in the Company’s separate

balance sheet. Goodwill on acquisitions of associates is included in investments - equity method in the

consolidated and company financial statements. Goodwill is amortised using the straight-line method over

its estimated useful life. Management determines the estimated useful life of goodwill based on its

evaluation of the respective companies at the time of the acquisition, considering factors such as existing

market share, potential growth and other factors inherent in the acquired companies.

Goodwill arising on acquisitions of the Group is amortised over a period of 8 - 12 years.

Negative goodwill represents the excess of the fair value of the Group’s share of the net assets

acquired over the cost of acquisition. Negative goodwill is presented under the same balance sheet

classifications as goodwill. Any remaining negative goodwill, not exceeding the fair values of the non-

monetary assets acquired, is recognised in the statement of income over the remaining weighted average

useful life of those assets; negative goodwill in excess of the fair values of those assets is recognised in the

statement of income immediately.

Negative goodwill arising on acquisitions of the Group is recognised over a period of two years.

• Intangible assets - other

Expenditure on purchased computer software, Internet equipment provided to customers in

connection with services obtained from the Company and the right to publish books is capitalised and

amortised using the straight-line method over its useful life which is estimated by management, at five to

ten years for purchased computer software and, the period of each service agreement for Internet

equipment. The right to publish books is amortised using the straight-line method over its estimated useful

life, which management has determined to be three years. Intangible assets are not revalued. The carrying

amount of each intangible asset is reviewed annually and adjusted for impairment where it is considered

necessary.

2.12 Deferred tax

The Group and the Company recognised deferred income tax in full, using the liability method, on

temporary differences arising from differences between the tax base of assets and liabilities and their

carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is

probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising from investments in subsidiaries,

associates and joint ventures, except where the timing of the reversal of the temporary difference can be

controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The tax

rate at the balance sheet date was used to calculate the deferred income tax.

2.13 Employee benefits

The Group operates a provident fund, which is a defined contribution plan, the assets of which are

held in a separate trust fund. The provident fund is funded by payments from employees and by the relevant

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Group companies. Contributions to the provident fund are charged to the statement of income in the year

to which they relate. However, the Group does not provide for employment benefits payable to employees

under the Thai Labour Law.

Warrants granted to directors and employees of the Group are recognised when they are exercised.

2.14 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of

past events, it is probable that an outflow of resources embodying economic benefits will be required to

settle the obligation, and a reliable estimate of the amount of the obligation can be made. Where the Group

expects an expenditure to be reimbursed, the reimbursement is recognised as a separate asset but only

when the reimbursement is virtually certain.

Provisions are measured at the present value of the expenditures expected to be required to settle

the obligation using a pre-tax rate that reflects current market assessments of the time value of money and

the risks specific to the obligation. The increase in the provision due to passage of time is recognised as

interest expenses.

2.15 Revenue recognition

Revenues from rendering internet services and services related to the satellite business are

recognised when such services are rendered to customers, net of sales taxes and discounts. All costs of

services incurred during the relevant periods are treated as period costs.

Sales are recognised upon delivery of products and customer acceptance, net of sales taxes and

discounts.

Revenue from the sale of advertising space in telephone directories is recognised on a monthly basis

over the useful life of the telephone directory.

Advances from customers will be released to income when the services are provided.

Interest income is recognised as it accrues, unless collectibility is in doubt.

Dividend income is recognised when the Group’s right to receive payment is established.

2.16 Dividends

Dividends and interim dividends are recorded in the consolidated and company financial statements

in the period in which they are approved by the shareholders and the Board of Directors, respectively

2.17 Financial instruments

Financial instruments carried on the balance sheet include cash and cash equivalents, trade accounts

receivable, amounts due from related parties, amount due from related party - reduction in share capital of a

subsidiary, other investment, deposits, trade accounts payable, other accounts payable, amount due to

related parties, obligations under finance lease and borrowings. The particular recognition methods adopted

are disclosed in the individual policy statements associated with each item.

2.18 Foreign currency forward contracts

Foreign currency forward contracts protect the Group from movements in exchange rates.

Forward contract transactions are recorded as forward contracts receivable or forward contracts

payable on inception, and translated at the year-end rate. Unrealised gains and losses on translation are

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recognised in the income statements. Premiums or discounts are amortised in the income statements on a

straight-line basis over the contract years.

2.19 Segment reporting

The segment reporting has been prepared based on the Group’s method of internal reporting, which

disaggregates its business by service or product.

2.20 Leases - where the Group is the lessee

Leases of assets where the Group assumes substantially all the benefits and risks of ownership are

classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair

value of the leased assets or the present value of the minimum lease payments. Each lease payment is

allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance

outstanding. The corresponding rental obligations, net of finance charges, are included in other payables.

The interest element of the finance charge is charged to the income statements over the lease period. The

property and equipment acquired under finance leasing contracts are depreciated over the shorter of the

estimated useful life of the assets or the lease term. However, if there is reasonable certainty that the lessee

will obtain ownership by the end of the lease term, depreciation is calculated over the estimated useful life

of the assets.

Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are

classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are charged to the statement of income on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to

be made to the lessor by way of penalty is recognised as an expense in the period in which termination

takes place.

2.21 Leases - where the Group is the lessor

Assets leased out under operating leases are included in property and equipment in the balance

sheet. They are depreciated over their expected useful lives on a basis consistent with similar fixed assets.

Rental income is recognised on a straight-line basis over the lease term.

2.22 Impairment of assets

Property and equipment and other non-financial assets, including goodwill and intangible assets, are

reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying

amount of the asset exceeds its recoverable amount, which is the higher of an asset’s net selling price and

value in use. For the purpose of assessing impairment, assets are grouped at the lowest level for which there

are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that

have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

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3 The effect of change in accounting policies

Deferred income tax

The Group and the Company adopted Thai Accounting Standard No. 56, “Accounting for Income

Taxes” in the first quarter of 2006 prior to its effective date. The Group and the Company have restated the

prior year’s comparative financial statements retrospectively, as if the income tax accounting policy had

always been in use. Therefore, the 2005 comparative figures are prepared on the assumption that the new

accounting policy has been applied. The effect of the application of this standard on the 2005 financial

statements is as follows :

Consolidated Company Baht Baht

Balance sheets as at 31 December 2005

Increase in deferred tax assets 196,973,759 74,515,851

Increase in investments - equity method - 122,274,976


Increase in closing balance of retained earnings 196,790,827 196,790,827

Increase in opening balance of retained earnings 229,149,307 229,149,307

Minority interests

Increase in closing balance of minority interests 182,931 -

Increase in opening balance of minority interests 571,522 -

Income statement for the year ended 31 December 2005

Decrease in share of net results from investments - equity method - 83,698,036

Increase in income tax 97,702,397 13,615,770

Decrease in profit attributable to minority interests (388,591) -

Total 97,313,806 97,313,806

Decrease in basic and diluted earnings per share (Baht) 0.16 0.16

Restated

4 The effect of the change in investment accounting policy

TAS 44 (amendment 2006) - Consolidated Financial Statements and Accounting for Investment in

Subsidiaries and TAS 45 (amendment 2006) - Accountings for Investment in Associates, are mandatory for

Group’s accounting period beginning on or after 1 January 2007. This amendment requires for investments

in subsidiaries and associates to be accounted for at cost (previously equity method) in the separate

financial statements. Under the cost basis, dividend income is recognised as income in the profit and loss

accounts. Furthermore the Group will apply this basis of accounting for investment in joint-venture jointly

controlled entities in the separate financial statements. The Group will adopt this change from 1 January

2007 by the retrospective method .

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2006 2006

After changes to cost method Equity method

Baht ’000 Baht ’000

ASSETS

Current assets

Cash and cash equivalents 177,706 177,706

Trade accounts receivable and accrued income, net 144,078 144,078

Other current assets 25,324 25,324

Total current assets 347,108 347,108

Non-current assets

Investments - equity method - 1,597,615

Investments - cost method 957,635 -

Property and equipment, net 199,840 199,840

Other non-current assets 120,435 120,435

Total non-current assets 1,277,910 1,917,890

Total assets 1,625,018 2,264,998

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Trade accounts payable 190,825 190,825

Unearned income and advances received from customers 112,148 112,148

Other current liabilities 61,486 61,486

Total current liabilities 364,459 364,459

Non-current liabilities

Other non-current liabilities 130,460 130,460

Total liabilities 494,919 494,919


Share capital

Authorised share capital - ordinary shares 649,020 649,020

Issued and paid-up share capital - ordinary shares 625,000 625,000

Premium on share capital 992,141 992,141

Retained earnings (defitcit)

Appropriated

Legal reserve 45,636 45,636

Unappropriated/(deficit) (532,678) 107,302

Total shareholders’ equity 1,130,099 1,770,079

Total liabilities and shareholders’ equity 1,625,018 2,264,998

Company

The effect of this change in investment accounting policy on the Company’s seperate financial

statements for the year 2006 will be as follows :

As a result of the change in the accounting policy as described in the above, the Company will have a

deficit of Baht 532 million. The Board of Directors’ Meeting on 22 February 2007 passed a resolution to

propose to the shareholders at their annual general meeting the transfer of the legal reserve and premium

on share capital to offset the said deficit. The offset is allowed under the Public Limited Companies Act

section 119; which states “Where approval of the shareholder meeting has been obtained, the company may

transfer the reserve fund referred to premium on share, the reserve fund referred to legal reserve or other

reserves to compensate for the deficit of the company”.

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5 Cash and cash equivalents

Consolidated Company 2006 2005 2006 2005

Baht Baht Baht Baht

Cash on hand 201,303 227,808 125,139 137,605

Current accounts and savings deposits

held at call with banks 338,784,405 353,265,468 137,569,379 142,575,848

Fixed deposits 16,485 16,077 - -

Promissory notes 440,011,704 420,519,043 40,011,704 80,519,042

Total 779,013,897 774,028,396 177,706,222 223,232,495

The effective interest rates of deposits held with banks and promissory notes were 0.125% - 5.250%

per annum (2005: 0.125% - 4.080% per annum).

6 Trade accounts receivable and accrued income, net


Baht Baht Baht Baht

Trade accounts receivable:

- Third parties 318,600,552 329,559,977 107,087,227 124,876,656

- Related parties (Note 32) 67,148,404 55,479,530 40,256,944 40,675,787

Total trade accounts receivable 385,748,956 385,039,507 147,344,171 165,552,443

Accrued income:

-Third parties 12,155,397 12,017,016 3,879,787 3,901,928

- Related parties (Note 32) 1,354,261 7,233,011 1,354,261 7,233,011

Total accrued income 13,509,658 19,250,027 5,234,048 11,134,939

Total trade accounts receivable and accrued income 399,258,614 404,289,534 152,578,219 176,687,382

Less Allowance for doubtful accounts (75,805,525) (100,769,614) (8,500,017) (29,134,974)

Total trade accounts receivable and accrued income, net 323,453,089 303,519,920 144,078,202 147,552,408

Outstanding trade accounts receivable - third parties, associates and subsidiaries as at 31 December

2006 and 2005 can be analysed as follows:


Baht Baht Baht Baht

Current 81,816,181 88,018,157 53,200,735 52,804,326

Overdue less than 3 months 90,145,758 71,317,649 61,932,565 65,472,955

Overdue 3 - 6 months 34,808,485 72,145,397 7,678,213 13,775,260

Overdue 6 - 12 months 105,307,360 71,155,945 10,853,708 5,342,507

Overdue more than 12 months 73,671,172 82,402,359 13,678,950 28,157,395

385,748,956 385,039,507 147,344,171 165,552,443

Less Allowance for doubtful accounts (75,805,525) (96,856,310) (8,500,017) (25,221,671)

Trade accounts receivable, net 309,943,431 288,183,197 138,844,154 140,330,772

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As at 31 December 2006, the Group had allowances for doubtful accounts of Baht 75.8 million (2005:

Baht 96.9 million) and the Company’s allowances for doubtful accounts of Baht 8.5 million (2005: Baht 25.2

million). In view of the collection history management, believes that the allowances for doubtful account are

appropriate.

7 Inventories, net


Baht Baht Baht Baht

Raw material 54,497,487 125,874,013 120,765 137,212

Work in process 53,889,885 73,901,344 2,205,130 1,970,545

Finished goods 6,926,851 6,977,261 6,732,940 6,905,722

Supplies 471,938 427,643 471,938 414,384

115,786,161 207,180,261 9,530,773 9,427,863

Less Allowance for obsolete inventories (2,443,972) (1,399,482) (2,349,921) (1,303,072)

Total inventories, net 113,342,189 205,780,779 7,180,852 8,124,791

8 Other current assets


Baht Baht Baht Baht

Prepaid expenses 29,535,973 20,571,067 6,553,518 4,474,610

Value added tax refundable 3,896,423 - - -

Interest receivable 3,553,172 1,128,155 215,386 268,845

Others 5,387,019 2,208,025 2,618,150 1,861,126

Total other current assets 42,372,587 23,907,247 9,387,054 6,604,581

9 Investments - equity method

a) Investments - equity method as at 31 December 2006 and 2005 comprise:


Baht ’000 Baht ’000 Baht ’000 Baht ’000

Investment in subsidiaries - - 1,596,134 1,537,503

Investment in an associate 3,693 3,674 1,481 1,463

Total investments - equity method 3,693 3,674 1,597,615 1,538,966

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b) Movements in investments - equity method for the years ended 31 December 2006 and 2005 are

as follows :

Consolidated Company For the year ended 31 December 2006 2005 2006 2005

Restated Restated


Opening net book value

- As previously reported 3,674 3,622 1,416,691 1,025,561

- Deferred tax adjustment (Note 3) - - 122,275 205,973

Opening net book value - restated 3,674 3,622 1,538,966 1,231,534

Acquisition of a subsidiary (Note 26) - - 35,964 624,478

Amortisation of goodwill (Note 14) - - (84,449) (64,557)

Recognition of negative goodwill (Note 14) - - 2,912 -

Share of net profit from investments 19 52 184,915 204,070

Receivable from reduction in share capital of a subsidiary

(Note 9 e) - - - (456,559)

Dividend received from subsidiary (Note 9 e) - - (80,693) -

Closing net book value 3,693 3,674 1,597,615 1,538,966

c) The details of investments in subsidiaries, associate and joint venture can be summarised as follows :

Subsidiaries

Loxley Information Services

Company Limited Providing Internet services Thailand Baht 94.19 94.19

Teleinfo Media Public Company Limited Publishing telephone

directories and advertising Thailand Baht 100.00 100.00

AD Venture Company Limited Holding company

- mobile contents Thailand Baht 100.00 -

Associate

CS Loxinfo Solutions Company Limited In the process of liquidation Thailand Baht 44.99 44.99

Subsidiaries of AD Venture Company

Limited Group

Shineedotcom Company Limited and subsidiaries Mobile contents Thailand Baht 70.00 70.00

Hunsa Dot Com Company Limited Banner advertising Thailand Baht 100.00 100.00

Sodamag Corp Company Limited Banner advertising Thailand Baht 100.00 100.00

% of holding

Name Business Country Currency 2006 2005

d) Carrying values of investments - equity method are as follows :

Consolidated - 31 December 2006 (Baht ’000)

Paid-up capital % of Investment Cost Equity Dividend

Associate:

CS Loxinfo Solutions

Company Limited 5,000 44.99 52 3,693 -

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Consolidated - 31 December 2005 (Baht ’000)


Associate:

CS Loxinfo Solutions

Company Limited 5,000 44.99 52 3,674 -

Company - 31 December 2006 (Baht ’000)


Subsidiaries:


Company Limited 260,100 94.19 246,297 379,030 -

Teleinfo Media Public Company Limited 173,534 100.00 675,322 1,173,092 80,693

AD Venture Company Limited 620,000 100.00 35,964 44,012 -

Total 1,596,134 80,693

Associate:

CS Loxinfo Solutions Company Limited 5,000 44.99 52 1,481 -

Total 1,597,615 80,693

Company - 31 December 2005 (Baht ’000) Restated


Subsidiaries:


Company Limited 260,100 94.19 246,297 363,889 -

Teleinfo Media Public Company Limited 173,534 100.00 675,322 1,173,092 80,693

Total 1,537,503 -

Associate:

CS Loxinfo Solutions Company Limited 5,000 44.99 52 1,463 -

Total 1,538,966 -

e) Teleinfo Media Public Company Limited (“TMC”)

On 12 September 2005, the extraordinary shareholders’ meeting of TMC No. 1/2548 passed a

resolution to approve the offset of premium on share capital with deficit amounting to Baht 306.5 million

and legal reserve amounting to Baht 17.5 million. After that process, TMC still had deficits remaining. The

extraordinary shareholders’ meeting also passed a resolution to approve a reduction in the registered share

capital of TMC by Baht 520.6 million (from Baht 694.1 million to Baht 173.5 million) by decreasing the

number of ordinary shares by 40.1 million and preferred shares by 12 million to offset against the remaining

deficits and allocate the remaining share capital of 17.35 million ordinary shares at a par value of Baht 10

each and no preferred shares. The balance after offsetting the deficit will be returned to the shareholders.

With respect to these reduction in ordinary shares, TMC has been refunded the reduction in the share

of Baht 457 million to the Company as its shareholder. TMC refunded the amounts of Baht 200 million and

257 million to the Company in November 2005 and April 2006, respectively (Note 32).

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On 16 August 2006, at the annual ordinary shareholders’ meeting of Teleinfo Media Public Company

Limited (“TMC”), the shareholders passed a resolution to approve a dividend payment of Baht 4.65 per share

totalling Baht 80.69 million. The dividend was paid on 15 September 2006.

10 Long-term investment - other


Baht Baht Baht Baht

Time deposits with bank 2,550,971 2,531,153 - -

Total Long-term investment - other 2,550,971 2,531,153 - -

The weighted average effective interest rate of time deposits was 1.250% per annum (2005: 0.375%

per annum). As at 31 December 2006, time deposits of Baht 2.55 million (2005: Baht 2.53 million) had been

pledged as collateral in respect of bank guarantees in respect of business.

As at 31 December 2005

Cost 24,048,292 855,026,623 319,522,602 175,599,129 57,132,434 1,431,329,080

Less Accumulated depreciation (7,540,236) (686,354,022) (230,230,555) (109,158,041) - (1,033,282,854)

Net book value 16,508,056 168,672,601 89,292,047 66,441,088 57,132,434 398,046,226

Transactions during the year

ended 31 December 2006

Opening net book value 16,508,056 168,672,601 89,292,047 66,441,088 57,132,434 398,046,226

Additions 3,246,425 34,843,266 20,815,898 4,126,592 9,893,962 72,926,143

Increase from acquisition of

investment (Note 26) 2 25,358,003 1,791,006 - - 27,149,011

Write-offs, net (2) (700,247) (129,083) - - (829,332)

Disposals, net - (679,173) (3,543,250) - (15,897,020) (20,119,443)

Transfers, net 162,000 43,005,386 1,177,700 - (46,446,843) (2,101,757)

Depreciation (4,472,326) (73,628,229) (42,887,759) (19,137,097) - (140,125,411)

Closing net book value 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437


Cost 27,456,718 981,659,629 330,605,080 179,725,721 4,682,533 1,524,129,681

Less Accumulated depreciation (12,012,563) (784,788,022) (264,088,521) (128,295,138) - (1,189,184,244)

Net book value 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437

Furniture,

Leasehold Computer fixtures Printing Assets under improvement equipment and office equipment installation Total

equipment

Consolidated (Baht)

11 Property and equipment, net

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Furniture, Leasehold Computer fixtures Assets under improvement equipment and office installation

Total

equipment

Company (Baht)


Cost 1,902,881 599,056,996 104,332,598 55,478,708 760,771,183

Less Accumulated depreciation (1,902,869) (446,249,191) (46,494,526) - (494,646,586)

Net book value 12 152,807,805 57,838,072 55,478,708 266,124,597

Transactions during the year ended

31 December 2006

Opening net book value 12 152,807,805 57,838,072 55,478,708 266,124,597

Additions - 18,119,142 9,427,056 9,068,747 36,614,945

Write-offs, net - (195,874) (1) - (195,875)

Disposals, net - (132,457) (1,862,254) (15,897,020) (17,891,731)

Transfers, net - 43,592,900 - (45,107,146) (1,514,246)

Depreciation - (56,115,030) (27,182,810) - (83,297,840)

Closing net book value 12 158,076,486 38,220,063 3,543,289 199,839,850


Cost 1,902,881 659,590,778 109,643,013 3,543,289 774,679,961

Less Accumulated depreciation (1,902,869) (501,514,292) (71,422,950) - (574,840,111)

Net book value 12 158,076,486 38,220,063 3,543,289 199,839,850

As at 31 December 2006, the net book value of equipment as shown above included the net book

value of equipment, the ownership of which will be transferred to CAT Telecom Public Company Limited

under the terms of the concession agreements of Baht 6.80 million. The accounting policy for depreciation

of this equipment is consistent with that applied to assets under concession.

The leased assets included above, where the Group is a lessee under a finance lease are vehicles,

which as follows :



Cost - capitalised finance leased assets - 1,708 - -

Less Accumulated depreciation - (1,371) - -

Net book value - 337 - -

As at 31 December 2006, the book value of fully depreciated equipment, which are still in use is as

follows :

As at 31 December 2005 651,132 341,445

As at 31 December 2006 926,891 379,804


Baht ’000 Baht ’000

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12 Equipment under concession agreements, net


Cost 333,144,459 209,861,601

Less Accumulated amortisation (288,498,240) (168,819,153)

Net book value 44,646,219 41,042,448

Transactions during the year ended 31 December 2006

Opening net book value 44,646,219 41,042,448

Transfers, net 2,101,757 1,514,246

Disposals, net (2,455) -

Amortisation charges (33,473,851) (29,285,024)

Closing net book value 13,271,670 13,271,670


Cost 201,293,608 201,293,608

Less Accumulated amortisation (188,021,938) (188,021,938)

Net book value 13,271,670 13,271,670


Baht Baht

13 Intangible assets, net

Consolidated (Baht)

Intangible Intangible assets assets - other under installation Total


Cost 37,632,889 7,800,635 45,433,524

Less Accumulated amortisation (12,689,170) - (12,689,170)

Net book value 24,943,719 7,800,635 32,744,354


Opening net book value 24,943,719 7,800,635 32,744,354

Additions 17,307,021 - 17,307,021

Increase from acquisition of a investment (Note 26) 10,474,402 - 10,474,402

Transfers, net 7,800,635 (7,800,635) -

Amortisation charges (12,732,431) - (12,732,431)

Closing net book value 47,793,346 - 47,793,346


Cost 95,135,900 - 95,135,900


Accumulated impairment loss (16,802,435) - (16,802,435)

Net book value 47,793,346 - 47,793,346

114


115


As at 31 December 2006, an impairment loss in respect of intangible assets amounting to Baht 16.8

million in the subsidiary has been recognised because the anticipated net discounted cash flow from the

continuing use of the asset is less than the carrying amount of this asset. The subsidiary has used the

discounted rate of 12% per annum to calculate the net cash flow.

Company (Baht)

Intangible Intangible assets assets - other under installation

Total


Cost 16,537,890 7,800,635 24,338,525


Net book value 11,375,115 7,800,635 19,175,750

Company (Baht)

Intangible Intangible assets assets - other under installation Total


Opening net book value 11,375,115 7,800,635 19,175,750

Additions 2,698,598 - 2,698,598

Transfers, net 7,800,635 (7,800,635) -

Amortisation charges (4,785,858) - (4,785,858)

Closing net book value 17,088,490 - 17,088,490


Cost 27,037,123 - 27,037,123


Net book value 17,088,490 - 17,088,490

14 Goodwill

Consolidated (Baht)

Goodwill Negative goodwill Total


Cost 941,331,224 - 941,331,224

Less Recognition / accumulated amortisation (109,867,588) - (109,867,588)

Net book value 831,463,636 - 831,463,636


Opening net book value 831,463,636 - 831,463,636

Increase from acquision of investment (Note 26) - (10,769,596) (10,769,596)

Recognition / amortisation charges (84,448,565) 2,912,431 (81,536,134)

Net book value 747,015,071 (7,857,165) 739,157,906


Cost 941,331,224 (10,769,595) 930,561,629

Less Recognition / accumulated amortisation (194,316,153) 2,912,430 (191,403,723)

Net book value 747,015,071 (7,857,165) 739,157,906

116


117


The movement in deferred tax assets and liabilities for the year ended 31 December 2006 is as

follows :

15 Deferred income tax

Deferred income taxes are calculated in full on temporary differences based on the liability method

using a principal tax rate of 25% for the company financial statements (2005: 25%) and 25% - 30% for the

consolidated financial statements (2005 : 25% - 30%).

Deferred tax assets for tax loss carried forward are recognised to the extent that it is probable that

future taxable profit will be available against which the temporary differences can be utilised. The

subsidiaries have tax loss carried forward to offset future taxable income which is not recognised in the

consolidated financial statements as follows :

Expired year Million Baht

2007 55

2008 22

2009 42

2010 56

2011 222

Total 397

Consolidated (Baht)

For the year ended 31 December 2006

Unearned income Recognition of Deferred tax Loss carried Allowance for Allowance for and advances income and cost

Depreciation Total assets forward doubtful obsolete received from of telephone accounts inventories customers books Opening balance 114,566,748 28,774,135 353,983 34,545,203 12,298,167 6,435,523 196,973,759

Charged to

statement

of income (96,458,826) (7,346,393) 261,712 (11,590,588) 387,453 1,806,277 (112,940,365)

Closing balance 18,107,922 21,427,742 615,695 22,954,615 12,685,620 8,241,800 84,033,394

Consolidated (Baht)


Unearned income Recognition of Deferred tax Loss carried Allowance for Allowance for and advances income and cost

Depreciation Total assets forward doubtful obsolete received from of telephone accounts inventories customers books

Opening balance 196,427,126 31,868,086 - 34,117,328 41,078,107 2,781,939 306,272,586

Adjusted

changes in

investment

portion of

a subsidiary (8,760,280) 2,021,251 - - (4,902,477) 45,076 (11,596,430)

Charged to

statement

of income (73,100,098) (5,115,202) 353,983 427,875 (23,877,463) 3,608,508 (97,702,397)

Closing balance 114,566,748 28,774,135 353,983 34,545,203 12,298,167 6,435,523 196,973,759

116


117



Baht Baht Baht Baht

Other taxes 9,106,749 9,085,885 6,085,465 5,489,810

Retention 3,734,500 1,509,475 - -

Other payables 10,064,133 8,957,866 1,445,616 1,285,053

Total other current liabilities 22,905,382 19,553,226 7,531,081 6,774,863

Company (Baht) For the year ended 31 December 2006

Recognition of

Deferred tax assets Loss carried Allowance for Allowance for income and cost

Depreciation Total forward doubtful obsolete of telephone accounts inventories books

Opening balance 30,305,230 7,283,744 325,768 33,219,791 3,381,318 74,515,851

Charged to statement

of income (30,305,230) (5,158,739) 261,712 (10,345,531) 461,089 (45,086,699)

Closing balance - 2,125,005 587,480 22,874,260 3,842,407 29,429,152

Company (Baht) For the year ended 31 December 2005

Recognition of

Deferred tax assets Loss carried Allowance for Allowance for income and cost

Depreciation Total forward doubtful obsolete of telephone accounts inventories books Opening balance 48,036,908 7,448,444 - 29,726,040 2,920,229 88,131,621

Charged to statement

of income (17,731,678) (164,700) 325,768 3,493,751 461,089 (13,615,770)

Closing balance 30,305,230 7,283,744 325,768 33,219,791 3,381,318 74,515,851

The movement in deferred tax assets and liabilities for the year ended 31 December 2006 is as

follows (continued) :

Deferred income tax assets and liabilities are offset for the purpose of financial statement

presentation when there is a legally enforceable right to offset the income taxes levied by the same taxation

authority.

16 Withholding tax, net


Baht Baht Baht Baht

Refundable withholding tax 97,362,216 173,582,574 47,249,689 43,855,859

Less Provision for unclaimable tax - (76,596,887) - -

Total withholding tax, net 97,362,216 96,985,687 47,249,689 43,855,859

17 Credit facilities

The available credit facilities for borrowings from banks as at 31 December 2006 are Baht 585 million

(31 December 2005: Baht 861 million).

18 Other current liabilities

118


119


19 Provision from acquisition of investment

On 29 June 2005, the Company acquired an additional 25.51 million common and preferred shares in

Teleinfo Media Public Company Limited (“TMC”) at Baht 25 per share (representing a 36.75% shareholding)

from TOT Public Company Limited (“TOT”). The acquisition was subject to the following significant

conditions :

• On 29 June 2005, the Company paid an amount of Baht 20 per share to purchase these shares.

• The Company will pay TOT an additional Baht 5 per share if TMC achieves an aggregate total

revenue from the fiscal year 2006 to 2007 of Baht 2,000 million or more. The payment is due within

30 days of TMC’s financial statements for the year ending 31 December 2007 being approved by a

certified public accountant authorised by the Securities and Exchange Commission.

Provision from acquisition of investment amounting to Baht 120.77 million was derived from the

purchase of common and preferred shares in TMC. In connection with this acquisition, the Company has a

commitment to pay an additional amount for the shares of Baht 127 million to TOT in 2008. The Company

has estimated that the additional amount is likely to be paid, and has therefore recognised the provision for

this obligation at its present value using discounted future cash flow at a rate of 4.6%, which reflects the

market assessments at the date of acquisition, the time value of money and the risks specific to the liability.

As the Company recorded this provision from acquisition of investment using the discounted future cash

flow method, the net book value of the provision will increase in each subsequent period. The Company has

recognised the increase in the provision as a financial cost, which is included in interest expense in the

income statement for the year ended 31 December 2006 at the amount of Baht 5.4 million.

Movements in the provision from acquisition of investment for the year ended are as follows :

The Company’s registered share capital as at 31 December 2006 comprised 649 million ordinary

shares (31 December 2005 : 640 million ordinary shares) at Baht 1 each (31 December 2005 : Baht 1 each)

625 million ordinary shares were fully paid-up (31 December 2005 : 625 million ordinary shares).


Baht Baht Baht Baht

Opening provision from acquisition of investment balance 115,340,077 112,627,427 115,340,077 112,627,427

Charged to statement of income 5,425,299 2,712,650 5,425,299 2,712,650

Closing provision from acquisition of investment balance 120,765,376 115,340,077 120,765,376 115,340,077

20 Share capital and premium on share capital

Issued and paid-up share capital

As at 31 December 2004 625,000,000 625,000,000 992,141,435 1,617,141,435

Increase in share capital during the year - - - -

As at 31 December 2005 625,000,000 625,000,000 992,141,435 1,617,141,435

Increase in share capital during the year - - - -

As at 31 December 2006 625,000,000 625,000,000 992,141,435 1,617,141,435


Number of Ordinary Premium on Total

shares share shares capital Baht Baht Baht

118


119


On 24 February 2006, at the Board of Directors’ meeting of the Company, the Board passed a

resolution to approve the declaration of a dividend, whereby the amount paid was greater than 50% of the

net profit after tax. As a result, the exercise ratio and exercise price of the warrants under the ESOP Grant I,

Grant II and Grant III schemes were affected, hence the Company changed the exercise ratio and exercise

price of the warrants as detailed below, effective from 29 March 2006 onwards.

On 21 April 2006, at the annual ordinary shareholders’ meeting of the Company, the shareholders

passed a resolution to approve the allocation of 8,354,300 ordinary shares, or equivalent to 1.34% of the

Company’s total issued and paid-up share capital as at the date on which the warrant allocation was

approved, under an ESOP scheme (Grant IV), by granting warrants to employees of the Company and its

subsidiaries. The exercise ratio is one warrant per ordinary share. The warrants are in registered form and are

non-transferable. The term of the warrants is not exceeding five years from the date on which they are

granted and the warrants have no offering price. The exercise price is the weighted-average closing price of

the Company’s shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the

annual ordinary shareholders’ meeting on 21 April 2006. One-third of the allocated warrants may be

exercised to purchase ordinary shares - one year from the grant date for the first exercise, and two years and

three years from the grant date for the second and third exercises respectively. On 22 May 2006, the

Executive Committee of the Company passed a resolution to approve the issuance and offering of warrants

on 31 May 2006. This was subsequently approved by the Securities and Exchange Commission on 29 May

2006.

In addition, the shareholders also passed a resolution to approve an increase in registered share

capital from 639,569,774 ordinary shares at a par value of Baht 1 each to 649,020,074 ordinary shares at a par

value of Baht 1 each by registering 9,450,300 additional ordinary shares. These newly registered ordinary

shares will be reserved for the exercising of rights under ESOP Grant I, Grant II and Grant III (261,000 shares,

243,000 shares and 592,000 shares, respectively) in accordance with the exercise ratio adjustment. The

remaining 8,354,300 newly registered ordinary shares will be reserved for the exercise of ESOP Grant IV. The

increase in registered share capital was registered with the Ministry of Commerce on 28 June 2006.

On 9 August 2006, at the Board of Directors’ meeting of the Company, the Board passed a resolution

to approve the declaration of an interim dividend, whereby the amount paid was greater than 50% of the

net profit after tax. As a result, the exercise ratio and exercise price of the warrants under the ESOP Grant I,

Grant II, Grant III and Grant IV schemes were affected; hence the Company changed the exercise ratio and

exercise price of the warrants as detailed below, effective from 21 August 2006 onwards.

ESOP - Grant I 1 : 1.03515 1 : 1.08142 8.694 8.322

ESOP - Grant II 1 : 1.03515 1 : 1.08142 8.975 8.591

ESOP - Grant III 1 : 1.01643 1 : 1.06186 6.818 6.526

Exercise ratio(unit : share) Exercise prices (Baht/unit)

Former New Former New

ESOP - Grant I 1 : 1.08142 1 : 1.22090 8.322 7.371

ESOP - Grant II 1 : 1.08142 1 : 1.22090 8.591 7.610

ESOP - Grant III 1 : 1.06186 1 : 1.19881 6.526 5.780

ESOP - Grant IV 1 : 1 1 : 1.12898 3.580 3.171

Exercise ratio(unit : share) Exercise prices (Baht/unit)

Former New Former New

120


121


The details of the warrants of the Company as of 31 December 2006 are as follows :

Before dilution

Exercise Exercise Issued ratio prices Exercise period

Issued dates units unit : share Baht/unit First Last

ESOP - Grant I 14 May 2004 3,096,300 1 : 1.22090 7.371 30 May 2004 30 April 2009

ESOP - Grant II 16 May 2005 2,213,700 1 : 1.22090 7.610 30 May 2005 30 April 2010

ESOP - Grant III 31 May 2005 8,559,100 1 : 1.19881 5.780 31 May 2006 30 May 2010

ESOP - Grant IV 31 May 2006 8,354,300 1 : 1.12898 3.171 31 May 2007 30 May 2011

Movements in the number of outstanding warrants under the ESOP scheme are as follows :

Opening balance 3,096 2,214 8,559 - 13,869

Issued during the year - - - 8,354 8,354

Exercised during the year - - - - -

Closing balance 3,096 2,214 8,559 8,354 22,223

ESOP - Grant I ESOP - Grant II ESOP - Grant III ESOP - Grant IV

Employees Employees Employees Employees Grand Total

For the year ended 31 December 2006 (’000 units)

Compensation costs related to the warrants are not recognised in these financial statements for the

fair value of the non-exercised warrants granted.

21 Other income


Baht Baht Baht Baht

Management fee income - - 5,045,575 15,156,758

Interest income 28,642,995 14,113,402 10,576,167 4,503,849

Refundable withholding tax 3,717,235 34,938,743 - -

Others income 19,482,600 21,215,922 8,219,171 10,202,335

Total other income 51,842,830 70,268,067 23,840,913 29,862,942

22 Interest expenses


Baht Baht Baht Baht

Related companies (Note 32) - - - 2,141,232

Bank borrowings 63 362 63 -

Finance leases 4,061 30,336 - -

Provision from acquisition of investment (Note 19) 5,425,299 2,712,650 5,425,299 2,712,650

Total interest expenses 5,429,423 2,743,348 5,425,362 4,853,882

120


121


23 Operating profit before interest expense

The following expense, classified by nature, have been charged in arriving at the operating profit

before interest expense.


2006 2005 2006 2005 Baht Baht Baht Baht

Operating leases rental 302,801,770 321,759,188 270,533,772 266,352,688

Staff costs 354,735,048 302,493,729 164,529,502 172,709,586

Depreciation of property and equipment (Note 11) 140,125,411 144,549,382 83,297,840 72,718,563

Amortisation of equipment under concession

agreements (Note 12) 33,473,851 36,221,972 29,285,024 27,403,326

Recognition/amortisation of goodwill - net (included in

selling and administrative expenses) (Note 14) 81,536,134 64,556,763 81,536,134 64,556,763

Amortisation of intangible assets (Note 13) 12,732,431 3,339,546 4,785,858 1,247,445

24 Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary

shareholders by the weighted average number of ordinary shares in issue during the year.

For the diluted earnings per share, the weighted average number of ordinary shares in issue is

adjusted to assume conversion of all potential dilutive ordinary shares, which is the weighted average

number of ordinary shares which would be issued on the conversion of all the dilutive potential ordinary

shares into ordinary shares. The assumed proceeds from the exercise of ESOP would be considered to have

been received from the issue of shares at fair value. These represent share options where the exercise price is

less than the average market price of the Company’s shares for the year ended 31 December 2006.

Basic and diluted earnings per share are as follows :


Restated Restated

Net profit (Baht)

- As previously reported 212,584,558 293,674,849 212,584,558 293,674,849

- Prior year adjustment - (97,313,806) - (97,313,806)

- As restated 212,584,558 196,361,043 212,584,558 196,361,043

Number of shares (shares) 625,000,000 625,000,000 625,000,000 625,000,000

The effect of dilutive potential ordinary shares

(ESOP Grant IV) 1,344,900 - 1,344,900 -

Diluted shares (shares) 626,344,900 625,000,000 626,344,900 625,000,000

Basic earnings per shares (Baht) 0.34 0.31 0.34 0.31

The effect of dilutive potential ordinary shares

(ESOP Grant IV) - - - -

Diluted earnings per share (Baht) 0.34 0.31 0.34 0.31

122


123


Reconciliationofnetprofitfortheyeartocashflowsfromoperatingactivities:

25 Cash flows from operating activities

Net profit for the year 212,584,558 196,361,043 212,584,558 196,361,043

Adjustments for :

Depreciation of property and equipment 11 140,125,411 144,549,382 83,297,840 72,718,563

Allowance for doubtful accounts 35,587,993 30,292,700 7,320,610 10,611,981

Allowance for obsolete inventory 1,053,461 1,849,136 1,053,461 1,755,085

Write-off of non-refundable input tax - 571,051 - 571,051

Write-off of accounts receivable and accrued income - 311,880 - 311,880

Allowance for withholding tax 569,980 - - -

Write off of obsolete inventory - 171,000 - 171,000

Deferred income tax 27 112,940,365 97,702,397 45,086,699 13,615,770

Write-off of equipment - net 11 829,332 1,358,452 195,875 1,281,734

Write-off of intangible assets – net - 70 - 70

Write-off of equipment under concession

agreements – net 12 2,455 - - -

Amortisation of equipment under

concession agreements 12 33,473,851 36,221,972 29,285,024 27,403,326

Amortisation of goodwill 14 84,448,565 64,556,763 84,448,565 64,556,763

Recognition of negative goodwill 14 (2,912,431) - (2,912,431) -

Financial expenses for provision from

acquisition of investment 19 5,425,299 2,712,650 5,425,299 2,712,650

Amortisation of intangible assets - other 13 12,732,431 3,339,546 4,785,858 1,247,445

Loss (gain) on sales of property and equipment (296,269) 1,210,504 (422,930) 490,249

Unrealised loss (gain) on exchange rate 226,137 (1,820,827) 182,069 (109,266)

Share of net profit from

investment - equity method 9 (18,605) (52,423) (184,914,763) (204,069,912)

Minority interests 4,951,275 (632,541) - -

Changes in operating assets and liabilities :

- trade accounts receivable and accrued income (27,543,253) 111,000,095 (3,846,404) 23,015,291

- amounts due from related parties 2,782,374 10,936 832,829 2,776,024

- inventories 91,808,551 (33,498,965) (109,522) (953,852)

- advance payment for service to a related party 59,533,200 38,091,200 59,533,200 38,091,200

- other current assets 267,403 1,028,280 (2,782,473) 3,098,538

- withholding tax 4,214,499 (24,436,846) (3,393,830) (1,357,677)

- deposits 5,605,219 8,442,321 118,476 (1,061,750)

- accounts payable and accrued expenses (45,785,058) 64,971,652 (24,005,100) 33,551,647

- amounts due to related parties (429,192) (3,925,011) 34,884 (745,973)

- unearned income and advances

received from customers (33,213,930) (213,635,392) (20,731,622) (5,633,826)

- other current liabilities 1,522,195 2,150,648 756,218 1,114,006

- other non-current liabilities 3,066,034 1,201,232 3,747,263 1,299,158

Cash flows from operating activities 703,551,850 530,102,905 295,569,653 282,822,218

2006 2005 2006 2005 Restated Restated Notes Baht Baht Baht Baht


122


123


26 Acquisition of investment

On 4 April 2006, the Company acquired 28,050,000 ordinary shares in AD Venture Company Limited (“ADV”), equivalent to 51% of the share capital of ADV, at a total price of approximately Baht 18 million from Shin Corporation Public Company Limited (“Shin”). The Company made the payment on 5 April 2006. As a result, ADV has been a subsidiary of the Company since the date of acquisition.

On 18 July 2006, the Company acquired an additional 5 million ordinary shares in ADV, equivalent to 9.09% of the share capital of ADV, at a total price of approximately Baht 3.2 million from Mitsubishi Corporation and Mitsubishi Company (Thailand) Limited.

On 27 September 2006, the Company acquired a further 22 million ordinary shares in ADV, equivalent to 39.91% of the share capital of ADV, at a total price of approximately Baht 14.05 million from Shin Corporation Public Company Limited (“Shin”). As a result, the Company holds 100% of the share capital of ADV.

The fair value of ADV’s consolidated assets and liabilities acquired as at the acquisition date, can be summarised as follows :

Net fair value of total assets and total liabilities of ADV as at the acquisition date

Cash and cash equivalents 19,205 - 19,205 25,741 30,746

Trade accounts receivable

and accrued income, net 27,978 - 27,978 28,125 29,687

Amounts due from related

parties 2,944 - 2,944 723 864

Inventories 423 - 423 122 122

Other current assets 23,893 - 23,893 15,038 12,222

Leasehold improvements

and equipment, net

(Note 11) 29,780 (2,630) 27,150 23,885 25,049

Intangible assets, net

(Note 13) 10,474 - 10,474 9,083 8,170

Other assets 1,173 - 1,173 1,154 1,325

Trade accounts payable (11,886) - (11,886) (17,336) (17,584)

Amounts due to related party (1,187) - (1,187) (361) (163)

Unearned income (21,902) - (21,902) (20,828) (21,024)

Accrued expenses (10,632) (4,700) (15,332) (3,021) (3,966)

Other current liabilities (2,536) - (2,536) (1,631) (2,241)

Minority interest in subsidiary (14,299) - (14,299) (14,683) (15,497)

Fair value of net assets

as at the acquisition date 53,428 (7,330) 46,098 46,011 47,710

Net book value as at the Net fair acquisition Net fair Net fair Value date Fair value Value Value (27 September (4 April 2006) adjustment (4 April 2006) (18 July 2006) 2006)

Baht’ 000 Baht’ 000 Baht’ 000 Baht’ 000 Baht’ 000

124


125


Increase in investment portion 51% 9.09% 39.91%

Fair value of net assets acquired 23,510 4,183 19,041

Total fair value of net assets as at the acquisition date 46,734

Cash payment at the acquisition date 35,964

Negative goodwill (Note 14) 10,770

Reconciliation of cash flow of the acquisition

Total cash payment 35,964

Cash and cash equivalents of ADV at the

date ADV became a subsidiary (19,205)

Net cash outflow on acquisition of subsidiary, net

of cash and cash equivalents in ADV 16,759

Negative goodwill recognised from the acquisition of these ordinary shares in ADV of Baht 10.77

million (Note 14) is recognised in the statement of income based on the remaining weighted average useful

life and future benefits of non-monetary assets of two years.

27 Income tax expense

Current tax 6,218,152 - 6,218,152 -

Deferred tax 112,940,365 97,702,397 45,086,699 13,615,770

119,158,517 97,702,397 51,304,851 13,615,770


For the year ended 31 December 2006 2005 2006 2005 Restated Restated Baht Baht Baht Baht

The reconciliation of income tax expense and the results of the accounting profit multiplied by the

income tax rate is as follows :

Profit before tax 336,694,350 293,430,899 263,889,409 209,976,813

Tax rate (%) 27.71 29.93 25.00 25.00

The result of the accounting profit

multiplied by the income tax rate 93,298,004 87,823,868 65,972,352 52,494,203

Share of net results from investments

- equity method 4,651 13,106 (46,228,691) (51,017,478)

Unearned income 6,133,062 4,041,870 5,452,188 (3,493,752)

Unrealised loss carried forward that was not

recognised as a deferred tax asset in the past (7,117,656) - - -

Non-deductible expenses for tax purposes 26,840,456 5,823,553 26,109,002 15,632,797

Income tax expense 119,158,517 97,702,397 51,304,851 13,615,770


For the year ended 31 December 2006 2005 2006 2005 Restated Restated Baht Baht Baht Baht

Net book value as at the Net fair acquisition Net fair Net fair Value date Fair value Value Value (27 September (4 April 2006) adjustment (4 April 2006) (18 July 2006) 2006)

Baht’ 000 Baht’ 000 Baht’ 000 Baht’ 000 Baht’ 000

124


125


As at 31 December 2006, the Group had commitments with its bankers, whereby the banks have

issued letters of guarantee in respect of business contracts and others amounting to approximately Baht 24

million (2005: Baht 23 million).

28 Guarantees

29 Commitments

As a listed company, the Company is eligible to apply a discounted tax rate of 25% for five fiscal years

from 2004 to 2008. After this period, the applicable tax rate for the Company will be 30%. The applicable tax

rate for the subsidiaries is 30%.

As at 31 December 2006, future minimum lease payments under non-cancelable operating lease

agreements are as follows :

Not later than 1 year 56,311 115,470 34,294 95,119

More than 1 year but less than 5 years 29,537 55,344 24,455 39,373

Total commitments 85,848 170,814 58,749 134,492


2006 2005 2006 2005 Restated Restated Baht’ 000 Baht’ 000 Baht’ 000 Baht’ 000

Movements of the legal reserve are as follows :

30 Legal reserve

Opening balance 35,006,925 20,323,183 35,006,925 20,323,183

Reserve increase during the year 10,629,229 14,683,742 10,629,229 14,683,742

Closing balance 45,636,154 35,006,925 45,636,154 35,006,925



Under the Public Limited Company Act. B.E. 2535, the Company is required to set aside as a legal

reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not

less than 10% of the registered capital. The legal reserve is non-distributable.

Consolidated

2006 2005 Baht Baht

31 Minority interest

Opening balance 19,557,212 19,801,162 Prior year adjustment (Note 3) 182,931 571,522 Opening balance - as restated 19,740,143 20,372,684 Acquisition (Note 26) 13,664,494 - Share of net profit of subsidiary 4,951,275 (632,541) Closing balance 38,355,912 19,740,143

126


127


32 Related party transactions

The Company is an associate of Shin Satellite Public Company Limited, a company incorporated in

Thailand and a subsidiary of Shin Corporation Public Company Limited (collectively “Shin Group”). Shin

Broadband Internet (Thailand) Company Limited, which is a wholly owned subsidiary of Shin Satellite Public

Company Limited, owns 40.02% of the Company’s share capital and Point Asia Dot Com (Thailand) Company

Limited, a subsidiary of Loxley Public Company Limited, and Singapore Telecommunication Limited own

6.61% and 13.45% of the Company’s share capital, respectively. Transactions with entities within these group

companies are recognised as related party transactions of the Company.

During the year, the Company carried out transactions with its related parties, the terms of which

were negotiated on an arm’s length basis in the ordinary course of business and according to normal trade

conditions. Management service income is determined on a mutually agreed basis as a fixed monthly fee.

On 23 January 2006, the Shinawatra family, the principle shareholders of Shin Corporation (“Shin”),the

Company’s major shareholder, sold all SHIN’s shares, representing 49.6 of the paid-up capital of the Shin, to

Cedar Holdings Company Limited (“Cedar”) and Aspen Holdings Company Limited (“Aspen”). Consequently,

the Shinawatra family and its related parties ceased to be the related parties of the Company from the date

of the sale. However, the Company disclosed related party transaction with Shinawatra family up to 31

January 2006.

Aspen is a company incorporated in Thailand and an indirect subsidiary of Temasek Holdings (Pte)

Ltd. (“Temasek”). Cedar is a company incorporated in Thailand whose shareholders are comprised of The

Siam Commercial Bank Public Company Limited holding 5.8%, Kularb Kaew Company Limited (“Kularb

Kaew”) holding 45.2% and Cypress Holdings Limited (Cypress), an indirect subsidiary of Temasak, holding

49.0% of the shares in Cedar. Kularb Kaew was held by four major shareholders, namely, Cypress holding

29.9%, Khun Surin Upatkoon holding 68.0%, Khun Pong Sarasin holding 1.3% and Khun Suphadej Poonpipat

holding 0.8%.

Transactions with entities within the Cedar, Aspen, and Temasek group are recognised as related party

transactions of the Company.

The Company was informed by Shin that Cedar and Aspen obtained a waiver in respect of making a

tender offer, as prescribed in Clause 8 of the Notification of the Securities and Exchange Committee No. Gor

Jor. 53/2545, for all shares in the Company. This is because the Takeover Panel of Thailand viewed that Cedar

and Aspen do not intend to acquire the shares in the Company, and these shares do not constitute a

substantial portion of the assets of Shin.

The following significant transactions were carried out with related parties :

a) Revenues


2006 2005 2006 2005 Baht’000 Baht’000 Baht’000 Baht’000

Sales and service income :

Major shareholder and its related parties 149,659 115,578 75,966 60,734

Subsidiary - - 7,470 490

Associate - 7 - 7

Joint venture - 236 - 643

Other related parties 12,092 15,805 12,092 15,805

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127




Other income :

Major shareholder and its related parties 779 6,052 779 5,885

Subsidiary - - 8,810 15,352

Associate - 161 - 161

Total revenues 162,530 137,839 105,117 99,077

a) Revenues (continued)

Consolidated Company 2006 2005 2006 2005 Baht’000 Baht’000 Baht’000 Baht’000

Purchase of services and goods :


Subsidiary - - 91,680 140,990

Associate - 1 - 4


Other expenses :


Subsidiaries - - 935 1,026

Associate - 4,651 - 4,614


Interest expenses :

Subsidiary - - - 2,141

Total expenses 231,548 248,453 303,465 382,530

b) Expenses



Trade accounts receivable


Subsidiary - - 6,341 229


67,148 55,480 40,257 40,676

Less Allowance for doubtful accounts (2,076) (9,720) (600) (9,720)

Total trade accounts receivable 65,072 45,760 39,657 30,956

Accrued income


Less Allowance for doubtful accounts - (3,913) - (3,913)

Total accrued income 1,354 3,320 1,354 3,320

Total trade accounts receivable and

accrued income 66,426 49,080 41,011 34,276

c) Outstanding balances arising from sales/purchases of goods/services/and expenses

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129




Amounts due from related parties

Major shareholder and its related parties 162 - - -

Subsidiary - - 420 1,253

Total amounts due from related parties 162 - 420 1,253

Receivable from reduction in share capital

of a subsidiary

Subsidiary - - - 256,559

Total - - - 256,559

The receivable from reduction in share capital of a subsidiary represents a receivable from the

reduction in the share capital of Teleinfo Media Public Company Limited (“TMC”) in the third quarter 2005.

During the second quarter 2006, TMC fully paid the share reduction receivable.



Trade accounts payable


Subsidiaries - - 7,319 7,600


Total trade accounts payable 28,850 35,077 31,689 38,204

Account payable of fixed assets


Total account payable of fixed assets 5,801 54,005 5,801 54,005

Amounts due to related parties

Major shareholder and its related parties 2,485 1,507 - -

Other related parties 43 263 35 -

Total amounts due to related parties 2,528 1,770 35 -

Accrued expenses

Major shareholder and its related parties 667 163 667 163

Other related parties 1,624 816 1,624 816

Total accrued expenses 2,291 979 2,291 979

c) Outstanding balances arising from sales/purchases of goods/services/and expenses

(continued)

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129




Opening balance - - - -

Borrowing from subsidiary - - - 150,000

Repayment of borrowing - - - (150,000)

Closing balance - - - -

d) Short-term borrowing from subsidiary and related party

The movements of short-term borrowing from subsidiary and related party can be analysed as

follows :



Advance payment to a related party for services 67,869 105,960 67,869 105,960

Recognised as expenses during the year (59,533) (38,091) (59,533) (38,091)

Total 8,336 67,869 8,336 67,869

e) Advance payment to a related party

The Company made an advance payment to a related party for Internet network service. The

prepayment was charged to the income statements based on the service fee and the period as specified in

the contract.

f ) Warrants of Shin Corporation Public Company Limited and Shin Satellite Public Company

Limited were granted to a member of the Board of Directors of the Company

Shin Satellite Public Company Limited (“SSA”), the parent company of Shin Broadband Internet

(Thailand) Company Limited, and Shin Corporation Public Company Limited (“Shin”), the parent company of

SSA, issued their warrants to members of the Board of Directors of SSA and Shin respectively. The warrants

of both companies are in registered form, are non-transferable and have no offering price. The terms of the

warrants are not exceeding five years. The details of the warrants are shown below :

Before dilution

Exercise ratio Exercise prices Exercise period

Issued dates Issued units (unit : share) (Baht/unit) First Last

ESOP - Grant I 27 March 2002 2,436,400 1 : 2.0449 13.081 26 March 2003 26 March 2007

ESOP - Grant II 30 May 2003 1,235,200 1 : 2.0449 6.279 30 May 2004 30 May 2008


ESOP - Grant IV 31 May 2005 929,900 1 : 1.02245 16.441 31 May 2006 31 May 2010

ESOP - Grant V 31 May 2006 1,099,800 1 : 1 11.870 31 May 2007 31 May 2011

Shin Satellite Public Company Limited

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131


Before dilution

Exercise ratio Exercise prices Exercise period

Issued dates Issued units (unit : share) (Baht/unit) First Last

ESOP - Grant I 27 March 2002 18,336,200 1 : 1.06942 16.645 27 March 2003 26 March 2007

ESOP - Grant II 30 May 2003 12,222,100 1 : 1.06942 12.782 31 May 2004 30 May 2008


ESOP - Grant IV 31 May 2005 8,329,800 1 : 1.05540 39.568 31 May 2006 30 May 2010

ESOP - Grant V 31 July 2006 6,991,100 1 : 1.02307 36.830 31 July 2007 30 July 2011

Shin Corporation Public Company Limited

g) Directors’ remuneration

In 2006, total directors’ remuneration was Baht 2.40 million (2005: Baht 2.46 million). Directors’

remuneration represents meeting fees, as approved by the shareholders of the Group and the Company at

their annual ordinary shareholders’ meetings.

h) Special reward program of subsidiaries

Some subsidiaries have granted rights to receive special rewards (“Special Reward Program”) to

eligible directors and employees. These rights will be granted every year for five consecutive years. The rights

will be exercisable after the first year and within three years of the date on which they were granted. The

Special Reward Program Grant I to Grant III shall be calculated based on the improvement in the subsidiaries’

operational performance on the exercise date compared with that on the grant date and other factors.

However, the approved budget for each individual will not be exceeded. The special rewards granted to

directors and employees of subsidiaries for Grant IV are in the form of warrants of the Company under the

ESOP program.

Movements in the Special Reward Program Grant I to Grant III are as follows :

Units


Opening balance 256,355

Issued during the year -

Increase from acquisition of a subsidiary 855,222

Exercised during the year (786,424)

Closing balance 325,153

The special reward program expense for the year ended 31 December 2006 amounts to Baht

5,965,083 (2005 : Baht 3,531,886).

As at 31 December 2006, rights under the special reward program of subsidiaries amounting to

325,153 units will expire in 2007.

i) Warrants of Shin granted to certain directors of AD Venture Company Limited (“ADV”)

Shin granted its warrants to certain of ADV’s directors in accordance with the Employee Stock Option

Plan (ESOP) Grant I on 27 March 2002, Grant II on 30 May 2003, Grant III on 31 May 2004, Grant IV on 31 May

2005 and Grant V on 31 July 2006 amounting to 23.10 million units, 14.48 million units, 10.48 million units,

10.55 million units and 9.10 million units respectively. The details of the warrants are disclosed in Note 32 f ).

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131


Million units

For the year ended 31 December 2006 Opening balance 43.29 Issued during the year 9.11 Exercised during the year (22.01 ) Closing balance 30.39

33 Financial instruments

The principal financial risk faced by the Group is credit risks. However, it has no significant

concentrations of credit risk.

The carrying amounts of financial assets and liabilities approximate fair value.

Foreign currency forward contracts payable, net

As at 31 December 2006 and 31 December 2005, a subsidiary has entered into foreign currency

forward contracts to hedge the foreign exchange rate risk in respect of accounts payable. The foreign

currency forward contracts payable under these contracts are shown below :

Within 1 year 2,055,000 74,595,472 - -

longer than 1 year - - - -

Total - - - -

Consolidated

2006 2005

USD Baht USD Baht



Foreign currency forward contracts payable, net

Contracts receivable 73,888,552 - - -

Contracts payable 74,595,472 - - -

Total foreign currency forward contracts payable, net 706,920 - - -

Less Current portion of foreign currency forward

contracts payable, net 706,920 - - -

Non-current portion of foreign currency forward

contracts payable, net - - - -



Foreign currency forward contracts 73,888,552 - - -

Financial derivatives

The net fair values of foreign currency forward contracts and option contracts have been calculated based

on rates quoted by the Group’s bankers to terminate the contracts at the balance sheet date.

Net fair values of derivative financial instruments

The net fair values of derivative financial instruments at the balance sheet date were :

The movement in the number of warrants issued and offered to directors and employees is as follows :

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133


34 Segment information

Financial information by business segment:

Revenues from sales and

services 30,907 1,418,822 917,407 103,227 (9,987 ) 2,460,376


investments in associate - 19 - - - 19

Cost of sales and services (22,125 ) (951,130 ) (343,216 ) (57,183 ) 8,553 (1,365,101 )


expenses - (323,020 ) (443,383 ) (38,021 ) 1,434 (802,990 )

Segment results 8,782 144,691 130,808 8,023 - 292,304

Operating profit 292,304

Other income 51,843

Loss on foreign exchange (2,023 )

Profit before interest 342,124

Interest expenses (5,429 )

Deferred income tax (119,159 )

Minority interest (4,951 )

Net profit for the year 212,585

Segment assets 28,439 1,819,219 662,099 110,411 (8,615 ) 2,611,553

Associate - 3,693 - - - 3,693

Total segment assets 28,439 1,822,912 662,099 110,411 (8,615 ) 2,615,246

Segment liabilities 3,709 567,658 202,751 41,308 (8,615 ) 806,811

Depreciation (Note 11) 4,785 93,881 34,558 6,901 - 140,125

Amortisation of equipment

under concession

agreements (Note 12) 4,174 29,300 - - - 33,474

Amortisation of goodwill

(Note 14) - 8,067 76,381 (2,912 ) - 81,536

Amortisation of intangible

assets - other (Note 13) - 4,921 4,137 3,674 - 12,732

Total depreciation and

amortisation 8,959 136,169 115,076 7,663 - 267,867

For the year ended 31 December 2006 (Baht’000)

Satellite uplink - downlink Internet Media and Mobile Consolidation services services advertising Contents eliminations Group

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133


Revenues from sales and services 35,104 1,399,369 816,376 (2,193) 2,248,656


investments in associate - 52 - - 52

Cost of sales and services (26,052) (965,826) (268,534) - (1,260,412)


expenses - (404,076) (362,717) 2,193 (764,600)

Segment results 9,052 29,519 185,125 - 223,696

Operating profit 223,696

Other income 70,268

Gain on foreign exchange 2,210

Profit before interest 296,174

Interest expenses (2,743)

Deferred income tax (97,702)

Minority interest 632

Net profit for the year 196,361

Segment assets 46,336 2,638,526 580,611 (256,787) 3,008,686

Associate - 3,674 - - 3,674

Total segment assets 46,336 2,642,200 580,611 (256,787) 3,012,360

Segment liabilities 2,080 654,992 453,591 (256,787) 853,876

Depreciation 5,360 109,882 29,307 - 144,549

Amortisation of equipment under concession

agreements 4,174 32,048 - - 36,222

Amortisation of goodwill - 8,067 56,490 - 64,557

Amortisation of intangible assets - other - 1,247 2,093 - 3,340

Total depreciation and amortisation 9,534 151,244 87,890 - 248,668

Satellite uplink- Internet Media and Consolidation downlink services advertising eliminations Group services

For the year ended 31 December 2005 (Baht’000) - Restated

Financial information by business segment (Continued) :

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135


Thailand is the home country of the Group and the operating territory.

The Group is organised into the following business segments :

• Satellite uplink-downlink services

• Sales and services relating to the Internet business

• Media and advertising

• Mobile contents

35 Dividend payment

At the annual ordinary shareholders meeting of the Company on 21 April 2006, the shareholders

passed a resolution to approve a dividend payment of Baht 0.33 per share totaling Baht 206.25 million. The

Company paid the dividend on 4 May 2006.

At the Board of Directors’ meeting on 9 August 2006, a resolution was passed to approve the interim

dividend payment of Baht 0.60 per share totaling Baht 375 million. The Company paid the dividend on 4

September 2006. The total dividend payment for the year 2006 was Baht 581.25 million.

36 Subsequent events

a) Acquisition of equipment under a concession contract by Loxley Information Services Co., Ltd.

(“Loxserv”) and acquisition of ordinary shares in Loxserv from CAT Telecom Public Company Limited

(“CAT”)

On 2 February 2007, Loxserv acquired certain equipment that it has been using under a concession

contract with CAT Telecom Public Company Limited (“CAT”) of Baht 14.5 million. Moreover, the Company

acquired 480,000 ordinary shares in Loxserv from CAT and its employees at Baht 12.90 per share,

representing 1.85% of share capital, at a total price of Baht 6.2 million. As a result, the Company owns 96.04%

of Loxserv after this acquisition.

b) Proposed allocation of warrants of the Company granted to directors and employees of the

Company and its subsidiary

At the Board of Director’s meeting of the Company on 22 February 2007, the Board of Directors

passed a resolution to approve the allocation of 8,354,400 ordinary shares, equivalent to 1.34% of the

Company’s total paid-up share capital as at the date on which the warrant allocation will be approved, under

an ESOP scheme (Grant V), by granting warrants to directors and employees of the Company and its

subsidiary. The exercise ratio will be one warrant per ordinary share. The warrants will be in registered form

and will be non-transferable. The term of the warrants will not exceed five years from the date on which they

are granted and the warrants will have no offering price. The exercise price will be the weighted-average

closing price of the Company’s shares traded on the Stock Exchange of Thailand for the period of 30 days

prior to the shareholders’ meeting on 23 April 2007. One-third of the allocated warrants may be exercised to

purchase ordinary shares; one year from the grant date for the first exercise, and two years and three years

from the grant date for the second and third exercises, respectively. The Board of Directors will propose this

to the shareholders for approval.

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135


As a result of the payment of interim dividend on 4 September 2006, the exercise ratio of the warrants

issued under ESOP Grant I, Grant II, Grant III and Grant IV has been affected (Note 20). At the Board of

Directors’ meeting of the Company on 22 February 2007, a resolution was passed to approve the issuance of

3,475,000 additional ordinary shares to support the change in the exercise ratio, equivalent to 0.56% of the

total issued and paid-up share capital of the Company as of 31 December 2006. The Board of Directors will

propose this to the shareholders for approval.

c) Proposed dividend payment

At the Board of Directors’ meeting of the Company on 22 February 2007, the Board of Directors

passed a resolution to recommend to the annual general meeting of shareholders for the payment of

dividends for the year 2006, at the rate of Baht 0.14 per share. The proposed dividends must be approved by

the shareholders at their meeting.

136


Remuneration of Auditors

Remuneration of Auditors

1. Audit fees

Audit fee of Baht 1.62 million to the auditor of the Company, and the audit fee of

Baht 1.60 million to the auditor of its subsidiaries.

2. Other service fees

Accounting service fees for deferred tax totaling Baht 0.33 million to the auditor

of the Company and its subsidiaries. There is no commitment to pay for any

services in respect of the agreements in year 2006.

137


Contributions to Society

Contributions to Society

“ReadMe by CS LoxInfo”

CS LoxInfo Public Company Limited is well aware of the importance of learning

which is a critical factor in developing children and country. Therefore, we have

initiated campaigns which focus on promoting learning and appropriate internet

usage among children and their parents.

We started the “ReadMe by CS LoxInfo” campaign in 2005, and continued

through 2006. We prepared activities for students in primary and secondary schools

across the country, focusing on providing knowledge for appropriate internet usage

among students, teachers, and parents via the narrative of specialist’s experiences.

Moreover, we also had activities to educate for responsibility, how to have

self-protection in surfing the cyber world, as well as how to get knowledge from it.

The activities in “ReadMe by CS LoxInfo” are divided into two parts.

• Contributing knowledge to the urban primary and high school students

across the country.

• Offering education to students in poverty and donating computers to them

for education.

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139


“CS LoxInfo Clean Net Guide”

In 2003, we prepared media to promote appropriate internet usage by

publishing posters, “Recommended rules for combating the seduction of children

online” to 3,000 schools across the country. The poster was in the form of a cartoon

drawn by “Ar-Wat”- Wattana Pengsuwan, a famous Thai cartoonist.

To promote a continuous campaign, in 2005, we published a colorful and

handily sized “Smart Click” guide book for teenagers, with a consistent focus on

appropriate internet usage. The campaign was received interest from the children and

their parents across the country.

During 2006, we published Smart Click 3, which further updated and expanded

the information given to teenagers. We provided details of safe websites for them and

their parents to browse, adapted to their individual lifestyles.

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139


Due to the success of these campaigns, we, CS LoxInfo, as Thailand’s leading

internet service provider, will continue to develop campaigns to promote learning to

young people by various forms of appropriate and meaningful presentations to the

general public.

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141


Thammarak Foundation, Wat Phra Baht Nam Phu

As a corporate citizen, TMC participated in many events but one of the most

interesting one was with Thammarak Foundation, Wat Phra Baht Nam Phu, Lopburi

which is an AIDS centre run by Abbot, Dr. Alongkot Dikkapanyo. We customized

donations from the public using our Audiotex service. Well-wishers and members of

the public can donate to this Thailand Charity Line by dialing 1900 222 000, 1900 222 200.

After listening to the message, they can choose to donate through this system. By

adopting this charity line for the benefits of those marginalized and integrating them

through use of technology, we are also educating everyone make a contribution or

tamboon anytime.

The “Free Internet at Highway Police Service Center” Campaign

The Company joined the “Mind Lodging” campaign of the Highway Police in

promoting a reduction of accidents on highways. We provided computer equipment,

satellite equipment, and the IPSTAR high speed internet service for travelers on

highways to get information or to communicate via the internet, such as checking

information about traveling, traffic, weather, and e-mail sending and receiving.

Travelers could relax from a long drive and it should help to reduce accidents.

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141


Security Registrar Thailand Securities Depository Company Limited

62 The Stock Exchange of Thailand Building,

Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110

Tel : 0 2229 2800

Fax : 0 2359 1259

Thailand Securities Depository Company Limited

Capital Market Academy Building, The Stock Exchange of Thailand

2/7 Moo 4, (North Park Project) Vibhavadi-Rangsit Road, Km. 27,

Tung Song Hong, Laksi, Bangkok 10210

Tel : 0 2596 9000

Fax : 0 2832 4994-6

Website : www.tsd.co.th

Auditor Mr. Prasan Chuaphanich

Certified Public Accountant Registration Number 3051

PricewaterhouseCoopers ABAS Limited

15th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road,

Tungmahamek, Sathorn, Bangkok 10120

Tel : 0 2286 9999, 0 2344 1000

Fax : 0 2286 5050

Website : www.pwc.com/thailand

General Information on Reference Persons

General Information on Reference Persons

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143


Investors should contact the Investor Relations Department to request information

about CS LoxInfo or its subsidiaries and associate companies:

Investor Relations Department


973 President Tower 11th Floor, Ploenchit Road, Lumpini, Pathumwan,

Bangkok 10330

Tel : +66 (02) 263 8000 Ext. 5182 and 5184

Fax : +66 (02) 263 8102

E-mail : [email protected]

Website : www.csloxinfo.com

Investor Information

Foreign limit : 49%

Fiscal year ends : December 31

External Auditor : PriceWaterhouseCoopers ABAS Limited

CS LoxInfo is listed on the Stock Exchange of Thailand (SET)

SET ticker CSL

Reuters CSL.BK

Bloomberg CSLTB

Investor Information

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143


ADSL Asymmetric Digital Subscriber Line, a broadband Internet connection technology

which utilizes existing copper telephone lines.

ADV AD Venture Company Limited

Audiotext A voice processing application that allows callers to listen interested in by pressing

the corresponding number on their telephone’s keypad

Broadband A type of high-speed data transmission in which a single medium (wire) can carry

multiple signals at once.

CAT CAT Telecommunication Public Company Limited

Content Aggregator Someone who aggregates content and sells it

Content Provider Someone who owns content and sell it

CSP C.S. Satellite Phone Company Limited

CSS CS LoxInfo Solutions Company Limited

Dial-Up Internet connection over a telephone line using 56 Kbps Modem.

iPSTAR High-speed two way broadband Internet connection via satellite technologies.

iPTV Internet connection receiving data via satellite signal and sending data over

a standard telephone line.

ISDN Integrated Services Digital Network, an Internet connection technology over digital

telephone lines or normal telephone wires.

Java game Games which are created for mobile phones by using Java Script

Leased Line A permanent connection over a leased circuit or wire, which is dedicated for

Internet connection.

LoxServe Loxley Information Services Limited

NTC National Telecommunications Commission

PA Point Asia Dot Com (Thailand) Company Limited

Ring tone Ringer sound or tone of telephone

SBI Shin Broadband Internet (Thailand) Company Limited

SHIN Shin Corporation Public Company Limited

SHINEE Shineedotcom Company Limited

SingTel Singapore Telecommunication Limited

SSA Shin Satellite Public Company Limited

Thailand Corporate Pages Telephone directory for business / corporate clients listed by name

(White pages)

The company or CS LoxInfo CS LoxInfo Public Company Limited

TMC Teleinfo Media Public Company Limited

TOT TOT Public Company limited

Transponder An electronic device, inside a satellite, that uses a satellite dish to receive signals

from the teleport and re-transmits to a ground teleport

VDO Clip Animated images with sound

VoIP Voice over Internet Protocol, voice data transmission by using a protocol over

the Internet.

Wallpaper Image on the screen

Wap service A service which can be used to download straight onto a mobile phone

Web portal A website which is the center for customers to go to the other websites

Yellow Pages Telephone directories for products and services

Glossary

Glossary

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145


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145


Documents

· 2019-07-22 · %JWJEFOE 1PMJDZ q 5IF $PNQBOZ~T EJWJEFOE QPMJDZ The Company’s dividend policy is to pay dividend no less than 40 percent of profit after tax, if the fund is not