CHO THAVEE DOLLASIEN PUBLIC COMPANY LIMITED (“CHO”)cho-th.listedcompany.com/newsroom/20130509-CHO-SET02-EN.pdf · Cho Thavee Thermotech Co., Ltd. (“CTV-TMT”) engages in a

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(Translation)

- Information Memorandum -

CHO THAVEE DOLLASIEN PUBLIC COMPANY LIMITED (“CHO”)

Head Office : 265 Moo 4 Klang Muang Road, Muangkhao, Muang, Khon Kaen 40000

: Telephone 043-341-412-8

: Fax 043-341-410-11

: Website www.ctvdoll.co.th

Factory : 265 Moo 4 Klang Muang Road, Muangkhao, Muang, Khon Kaen 40000

: Telephone 043-341-412-8

: Fax 043-341-410-11

Listing Date : 13 May 2013 (Trading commencement on 13 May 2013)

Listed securities : 720,000,000 common shares at par value of Baht 0.25 per share,

equivalent to Baht 180 million. (The Company’s initial public offering of

200 million shares)

Capital : As of 13 May 2013 (Trading commencement)

: Registered capital

Common shares of Baht 180 million

: Paid-up capital

Common shares of Baht 180 million

Secondary market : mai Stock Market (mai)

Offering price : Baht 1.80 per share (Par value of Baht 0.25)

Subscription period : 2-3 and 7 May 2013 (Total 3 business days)

Objectives and plans for utilizing the capital increase :

Objectives Capital Amount Period of Capital

Utilization

1. To invest in research and development for commercial automation system

Baht 20 million During 2013 – 2015

2. To increase production capacity for fiberglass wall Baht 40 million Within 2013

3. To build a factory for PU Form insulation manufacturing Baht 30 million Within 2014

4. Working capital Baht 253.86 million Within 2013

Green shoe option (if any) : - None -

Type of Business and Nature of Operation

A creative, designer and manufacturer of great variation of trailers, semi-trailers and truck

bodies and a world class coordinator of rail logistics and defensive country industry with professional

management.

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Product Characteristics :

The Company’s business operation

The Company’s products and services can be divided into 3 categories which are Standard

Product, Special Design Product, and Project Management and Services as the following details:

1. Standard Product

The group of standard products is truck bodies, general full-semi trailers which clients order

to deliver the products for specific purpose. There are both vehicles with the simply engineering

technology or vehicles with the Company’s standard features. Standard Products can be summarized as

follows:

1.1 Standard Truck : STD

1.2 NGV Products : NGV

1.3 Fabrication Works : FAB

1.4 Know How Transfer Technology

2. Special Design Product

The group of special design products is the truck bodies, full-semi trailers which need the

special design according to the clients’ requirement. Such products need the complicated technology and

the precision engineering system. Special design products can be summarized as follows:

2.1 Ground Support Equipment : GSE

2.1.1 Catering Hi-loaders Truck

2.1.2 Passenger Stairway

2.1.3 Rescue Stairs Vehicle

2.1.4 Other Ground Support Equipment

2.2 Fire Fighting Truck : FFT

2.3 Military Products : MILITARY

2.4 Rolling Stock Business : RSB

2.5 Special Full Trailer/Semi-Trailer : SPC

3. Project Management and Services

Project management and services are the special services which combine the international

engineering technology and the professional management with the experience and expertise of the

management and team work. As many years of experiences in engineering work and management, the

Company is able to provide the management services for the sizeable projects to clients. Currently, the

Company has provided the services to various projects as follows:

3.1 Consultant for Offshore Patrol Vessel : OPV

3.2 Maintenance services for Tesco-Lotus Project

The Subsidiary’s business operation

Cho Thavee Thermotech Co., Ltd. (“CTV-TMT”) engages in a business of designing,

manufacturing, and installing the light-weight fiberglass refrigerated container for delivery the products,

fresh and dry food in order to keep the product quality such as plant, vegetable, fruit, meat, seafood,

bakery, milk, ice, etc. It can be adapted for other product delivery such as flower, herb, medicine, blood,

and some chemical, etc. The refrigerated container’s temperature is controlled form the beginning until

the end of road to keep the product quality. The sandwich GRP technology and the fiberglass structure

enhance the efficiency of insulation, water proofs, rigidity, and longevity. The truck with CTV-TMT’s

refrigerated container has the lighter weight than those of competitors by 35%-40% but still maintaining

strength quality due to the special technology to ensure the strength quality inside the refrigerated

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container. Other equipments have standard quality. Inside the refrigerated container can be set up with

the double deck to separate into 2 shelves. Jumbo Box Trailers are produced for installing on 2-axles

and 3-axles chassis.

CTV-TMT purchased the sandwich GRP technology from a French inventor. Currently, CTV-TMT

is the only manufacturer in South-East Asia who can produce as long as 15-meter container with the

light-weight fiberglass wall. CTV-TMT provides the installation services to various vehicles such as pick-

up trucks, 6-wheel-trucks, 8-wheel-trucks, 10-wheel-trucks, semi trailers, full trailers, and jumbo

fiberglass refrigerated containers, etc.

Revenue Structure :

Type of revenues 2010 2011 2012

M. Baht % M. Baht % M. Baht %

Revenues from contracts 592.56 88.93% 636.85 95.14% 625.66 93.40%

Revenues from sales and

services/1 73.75 11.07% 32.51 4.86% 44.20 6.60%

Total revenues 666.31 100.00% 669.36 100.00% 669.86 100.00%

Other revenues/2 39.33 5.90% 33.06 4.94% 21.30 3.18%

Grand total revenues 705.64 702.41

691.16

Remark: /1 – Revenues from sales consist of the selling of spare part, product samples (prototype model),

inventories, etc.

/2 – Other revenues consist of gain (loss) from exchange rate, administrative income, rental fee,

interest income, and others.

Type of revenues Operate by 2010 2011 2012

M. Baht % M. Baht % M. Baht %

1) Standard Product 65.30 11.02% 181.72 28.53% 275.81 44.08%

Standard Truck / Trailer Company 60.02 10.13% 143.94 22.60% 140.97 22.53%

Fiberglass Container Company / Subsidiary

5.28 0.89% 37.79 5.93% 134.84 20.15%

2) Special Design Product 284.18 47.96% 363.47 57.07% 348.06 55.63%

Ground Support Equipment Company 151.44 25.56% 360.45 56.60% 348.06 55.63%

Fire Fighting Truck Company 45.02 7.60% 3.02 0.47% 0.00 0.00%

Military Products Company 87.73 14.81% 0.00 0.00% 0.00 0.00%

3) Project Management and

Services

Company 243.08 41.02% 91.66 14.39% 1.79 0.29%

Total 592.56100.00% 636.85100.00% 625.66 100.00%

Target Customers of the Company and its Subsidiary :

The Company produces and distributes the products to clients in the country and overseas.

Mostly, clients engage in transportation services, manufacturing and distribution business which have

various distribution centers all over the country, and government agency such as Bangkok Metropolitan,

Sub-district Administration Organization in various provinces, etc. The Company produces made-to-order

product according to the clients’ requirement. Target customers can be divided as follows:

1. Domestic clients: The major domestic clients are operators in transportation and logistic

services, retailing business. The major products are standard products such as special full-

semi trailers, dump full trailers-trucks, low bed trailer, trailer with fiberglass container, trailer

with presentation X-Lift screen, long tube gas container, refrigerated container (the

subsidiary’s products), etc.

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2. Overseas clients: The major overseas clients are operators in transportation and logistic

services, airline catering, in-flight services, and airline business. The major products are

special design products in the category of Ground Support Equipment (GSE) for airport

internal used such as Catering Hi-loaders Truck, etc.

Target customers of the Company and its subsidiary are similar since clients mostly are the

operators in the transportation services which need to maintain the product quality. The subsidiary

produces made-to-order product and distribute to all the country.

Distribution Channels of the Company and its Subsidiary :

Distribution Channels of the Company

The Company concentrates on direct sales distribution. The sales teams use an aggressive

marketing strategy through 2 channels which are the bidding for projects and direct contact to clients.

Currently, the Company’s sales department can be divided into 4 teams; 3 teams for domestic market

and 1 team for export market as the following details:

1. Domestic sales

1.1 Team for private sector clients: The sales team will sell directly to private clients in the

country. There are 2 sales channels as follows:

- Sales to the operator in transportation services or manufacturer and distributor:

The operators require the Company to procure the suitable engine trucks or the

operators can purchase the engine trucks directly from dealers such as MAN,

VOLVO, HINO, ISUZU, MITSUBISHI, etc. and hire the Company to build a custom-

made containers or trailers and put together to chassis.

- Sales to truck dealers: The sales team directly contact to truck dealers to produce

and equip in the containers or trailers for dealers. When the dealers’ clients require

the truck with container, dealers will pass such job to the Company to build and

equip it.

1.2 Team for government sector clients: The sales teams focus on government agency

clients. The products will be produced for specific purposes such as garbage trucks,

water trucks, truck transporting electric posts, truck transporting heavy machines, etc.

1.3 Team for specific or special sales: Focusing on the specific used of products such as

vehicle for military and other State Enterprises.

2. Team for export market: The sales teams focus on special design products regarding

Ground Support Equipment (GSE) such as Catering Hi-loaders Truck which have territory

zone in Asia and Oceania according to the joint venture agreement with Doll. The Company

sells products through our dealers in order to enter the bidding for projects of overseas

clients or the Company sells directly to foreign clients under an agreement that dealers help

to co-operate the maintenance service during the warranty period. The Company does not

response for expenses after sale services. The cost of direct sales through export market is

higher than selling through dealers. In 2012, the Company had the sales proportion as

follows:

• Approximately 60% of export sales came from clients in Middle East such as United

Arab Emirates and Kingdom of Saudi Arabia, etc.

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• Approximately 30% of export sales came from clients in Asia such as Singapore,

Korea, China, Hong Kong, Japan, etc. In addition, there are Passenger Stairway,

Rescue Stairs Vehicle, and other Ground Support Equipment

• Approximately 10% of export sales came from other products which sell over the

world such as fire fighting vehicle, full-trailer, and semi-trailer.

Distribution Channels of the Company’s subsidiary

The Company’s subsidiary focuses on the 3 main distribution channels as follows:

1. Direct sales with an aggressive marketing strategy to approach the target clients

2. The subsidiary’s clients introduce the new clients to the Company

3. The dealers of engine trucks introduce their clients to the Company’s subsidiary to install

the refrigerated container directly

Sourced of Supply of the Company and its subsidiary :

The Company’s factory is located in Khon Kaen province on 50 rais of production area with

modern machines. Production process will be planned and managed efficiently. A computer system is

implemented all process from the process of drafting to the end process of work. The processes of

procurement and production are as follows:

Procurement process

1) When a client makes an order, the sales team will send structure model which is chosen by

clients or a sale order check sheet and product details to the engineering design department to

calculate quantity of supplies and equipments and calculate cost.

2) After calculation of quantity of supplies and costs, the engineering design department will

notify to the sales department in order to calculate the price and inform clients for making

decision.

3) After a client agrees on the model, price, and conditions, the engineering design department

will notify and send the structure model of the product to manufacturing department.

4) The Manufacturing department informs the details of supplies and equipments for production

to the procurement department to purchase materials and/or outsource for the component

work or services.

5) The Manufacturing department makes a request for materials from inventory stock to produce

components / assemble the bodywork / install the system / sand blast and coat the color on

the products.

6) The product needs to be examined and test when finished before informing to sales

department in order to determine the inspection date and delivery the product to clients.

7) The Sales department deliveries products to clients and cooperate for the after sales services.

The factory of subsidiary is located in Khon Kaen province which is the same area as the

Company’s factory with the modern machines. A subsidiary is expanding its factory by adding capacity of

1 production line. Production process will be planned and managed efficiently and focus on the

examination process and quality control of the products. The subsidiary’s procurement and production

process are the same as those of the Company.

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Market Competition of the Company and its Subsidiary :

Market Competition of the Company

There is not much intense competition in standard products due to the Company’s specific

design with standard patents, coupled with the cutting edge technology know-how which makes the

differentiation from competitors. There are some competitors who produce the similar truck bodies and

full-semi trailers which mostly are domestic operators who engage in adapting the truck bodies.

However, the competition appears to be intense against overseas manufacturers in the special design

product such as catering hi-loader truck and ground support equipment, fire fighting trucks. The

competitors can be summarized as follows:

Competitor Country Type of product

Domestic Competitor

1. Panus Assembly Co.,Ltd. Thailand Truck, Full-Semi Trailer

2. Sammitr Motors Manufacturing Plc. Thailand Truck, Full-Semi Trailer

3. RCK Rungcharoen Co.,Ltd. Thailand Truck, Full-Semi Trailer

4. Chase Enterprise (Siam) Co.,Ltd. Thailand Fire Fighting Vehicle

5. Lamberet Asia Co.,Ltd./1 Vietnam / Thailand Fiberglass Container

International Competitor

1. Aero Mobiles Pte Ltd. Singapore Catering Hi-loaders Truck /

Ground Support Equipment

2. Mallaghan Engineering Ltd. Ireland Catering Hi-loaders Truck / Ground Support Equipment

3. United Motor Work Ltd. Malaysia Catering Hi-loaders Truck

4. Lamberet Asia Co.,Ltd./1 Vietnam / Thailand Fiberglass Container Remark /1 – The competitor of Cho Thavee Thermotech Co., Ltd. (the Company’s subsidiary)

Market Competition of the Company’s subsidiary

The subsidiary’s competitors consist of

Competitor Country Type of product

1. Lamberet Asia Co.,Ltd. Thailand Manufacture and install the fiberglass wall for container

2. Ruj Olan Co.,Ltd. Thailand Manufacture and install the stainless wall for container

3. Carryboy Marketing Co.,Ltd. Thailand Manufacture and install the fiberglass wall for container

Environmental Impacts of the Company and its subsidiary :

Environmental Impacts of the Company

In 2009, the Company received a letter from Khon Kaen Provincial Industry Office to improve an

environment around the factory which caused the smell from the color spray and the noise from cutting,

polishing, and knocking. Currently, the Company already improved according to the advice from Khon

Kaen Provincial Industry Office.

The Company emphasizes on impacts from the production process. The Company has

management procedure regarding the environment around the factory such as an elimination of color

dust in order to not to cause troublesome to people around the factory. To reduce an environment

impacts which may occur to employees or people around the factory, the Company has opened the

channel for the complaining or recommendation through its Facebook.

Environmental Impacts of the Company’s subsidiary

The Company’s subsidiary emphasizes on impacts from the production process which may

cause the pollution of smell, dust, and chemical garbage. The subsidiary has procedure to protect the

impacts as follows:

(a) Smell pollution: the Company uses vacuum fan through water spray curtains.

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(b) Dust pollution: the Company gathers dust through water spray curtains and hires the contractors

to destroy.

(c) Chemical garbage: the Company gathers the garbage and hires the contractors to destroy

Summary of the Contracts :

1. Contracts related to the business

1.1 Cooperation and Know-How Contract

Subject matter of the contract

The parties : Party 1: Cho Thavee Dollasien PCL or “CHO” Party 2: DOLL Fahrzeugbau AG or “DOLL”

Signed date : November 19, 2005

Subject matter : - DOLL shall grant to CHO the license to use the Know-How for the production and sale of DOLL catering trucks according to the specification of DOLL to

Afghanistan, Bangladesh, Bhutan, Japan, Cambodia, Korea, Laos, Myanmar,

Nepal, Pakistan, Thailand, Vietnam, Bahrain, Jordan, Qatar, Kuwait, Oman,

Saudi-Arabia, and UAE which referred to “Contract Territory”

- CHO shall not be allowed to recruit such member of the DOLL staff without prior

written consent of DOLL 6 month before contract validity.

- DOLL is willing to grant to CHO the right to sell certain other DOLL products in the Contract Territory, such right being subject of other agreements between

the parties.

- If CHO needs assistance as to the planning and the extension of any activities, CHO can ask DOLL for information and support at cost price.

- In case, CHO could not be able to produce component part, CHO must purchase from DOLL or authorized dealer from DOLL such as hydraulic system,

engineering system, electricity, and component parts. Except CHO could not be

able to purchase the component parts from DOLL or authorized dealer at market

price, CHO can purchase it from the third party, such right being subject of

permission from DOLL.

Compensation : - CHO shall pay a contract royalty for the right to manufacture and sell of EURO

1,600 per catering product.

Contract Period : The contract has no specific maturity date which can be terminated by sending a notice to the party 1 year before.

Other conditions : The contract may be terminated without notice as follows,

- If CHO uses or employs the name or trademark “DOLL” in any manner except as permitted in this contract.

- If CHO recruits a member of DOLL staff prior the permission from DOLL.

- If CHO manufactures or sells catering products without purchasing the Kit from

DOLL.

Jurisdiction : The present contract shall be governed by the laws of Germany

1.2 Distributorship contract


The parties : Party 1: Cho Thavee Dollasien PCL or “CHO” Party 2: Hanaoka Sharyo Co., Ltd. or “HS”

Signed date : May 30, 2012

Subject matter : - CHO appoints HS as the sole distributor in the Territory for CHO’s airport ground support equipment including passenger step, Other airport ground

equipment to be agreed in writing between the Parties from time to time and,

spare parts for the above equipment. - HS shall not without the prior written consent of CHO directly or indirectly sell

the Products outside the Territory

Contract period : This agreement shall be effective for a term of one (1) year from the signed date

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which shall be extended automatically for a successive period of one (1) year each

unless either party hereto gives the other written notice of its intention to the

contrary not later than three (3) months prior the expiration of the original terms

or any extended term.

Other conditions : - CHO will offer to HS the prices for the Products in Japanese Yen on the pricing

terms to be agreed upon between the Parties on each occasion.

- CHO warrants to HS that the Products sold by CHO hereunder shall be free from defects in material and workmanship for twelve (12) month period from

the date of delivery to HS. CHO will replace the Products free of charge or reduce the prices of the Products which are defective in material and

workmanship, provided that a written notice of the alleged defect is given to

CHO before the expiration of such warranty period and that the defect is

confirmed by CHO.

- HS shall not register any industrial property rights appearing or incorporated in the Products sold by CHO.

- HS shall submit to CHO every 6 months a report of its sales results. - HS confirms that any and all the patents, utility models, designs, trademarks

and other industrial property rights and copyrights used or embodied in the

Products shall remain the exclusive property of CHO and HS shall not in anyways dispute CHO’s right in connection with them.

Jurisdiction : The present contract shall be governed by the laws of Japan if CHO is Defendant.

It shall be governed by the laws of Thailand if HS is Defendant.

1.3 Manufacture and Distribution Contract


The parties : Party 1: Cho Thavee Dollasien PCL or “CHO”

Party 2: Hanaoka Sharyo Co., Ltd. or “HS”


Subject matter : - Under the terms and conditions, HS hereby grants to CHO a non-exclusive

license to manufacture the licenses products under the joint trademark of

“HANAOKA CTV” and to sell and distribute them in the licensed territory. - CHO shall sell and distribute the licensed products only under the joint

trademark and shall in no event sell, distribute or otherwise dispose of the licensed products under any trademark or brand name other than above

written without prior written consent of HS.

- CHO shall not, without the prior written consent of HS, sell the licensed products directly or indirectly to any entity outside the licensed territory.

Compensation : - CHO shall pay HS a royalty fee on Ex-factory price as mutually agreed.

- CHO shall pay a royalty fee monthly prior the last day of next month.






Other conditions : - The licensed territory is UAE, Oman, Laos, Myanmar, Philippines, Vietnam,

Cambodia, Malaysia, India, and Pakistan.

- The licensed products are Ground Support Equipment, including but not be limited to Container dolly, Pallet dolly and Baggage cart.

- HS shall dispatch such technical expert(s) as may reasonably be required by

CHO to CHO’s factories to give guidance and training to CHO’s employees in

the techniques of manufacturing the licensed products. CHO shall pay to HS all

the travelling and living expenses for the dispatch of such technical expert(s).

- CHO shall provide HS with samples of the licensed products as and when

requested by HS for purpose of quality control and if, upon inspection by HS,

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any of the licensed products are found to be defective under operating

procedure agreed upon between HS and CHO. HS shall have right to compel

CHO to re-manufacture good licensed products at CHO’s own costs and

responsibility. - CHO shall pay the royalty fee to HS in Japanese Yen

- All patents, copyrights, designs, trade name and trademarks and all intellectual property rights held by HS.

- HS shall submit sales report of CHO products to CHO semiannually.

- Upon termination of this agreement, both parties shall promptly return any documents and materials (both in hard-copy, electronic forms and otherwise)

containing any non-proprietary confidential information received from the other

party.

- HS reserves the right to immediately terminate this agreement by written notice

to CHO if any substantial change in the management, ownership or control of

CHO which may affect HS.

Jurisdiction : The present contract shall be governed by the laws of Japan if CHO is Defendant. It shall be governed by the laws of Thailand if HS is Defendant.

1.4 Manufacturing Consignment Agreement


The parties : Party 1: Cho Thavee Dollasien PCL or “CHO”

Party 2: Hanaoka Sharyo Co., Ltd. or “HS”


Subject matter : - HS desires CHO to manufacture certain products which HS shall purchase and

thereafter market and sell in certain territories under the trade name and trademarks of HS.

- HS shall have exclusive right to use throughout the world any trade name or

trademark of HS which is used for the products. - CHO shall purchase from HS or, as approved by HS, from sources in Thailand or

elsewhere, raw materials and parts for use in the preparation and manufacture of the products in accordance with HS’s standard.

- CHO shall manufacture the products in full and strict compliance with the

product specification which shall not sub-contract any part of the manufacture

of the products to the third party without prior written consent of HS and shall

ensure that products manufactured by such third party shall be manufactured

in full and strict compliance with the product specification.

- CHO shall deliver and sell all products it manufactures exclusively to HS and CHO shall not manufacture, sell market, export, distribute or otherwise deal

with any of the products to or for any third party without HS’s prior written

consent. - CHO shall not sell the products or other similar products or competitive with the

products of HS without prior written consent of HS.

Compensation : - The purchase price shall be as will be agreed between the Parties on each occasion.

- CHO shall pay a royalty fee monthly before the last day of next month.






Other conditions : - The licensed products are Ground Support Equipment, including but not be limited to Container dolly, Pallet dolly and Baggage cart.

- CHO shall provide HS with samples of the licensed products as and when requested by HS for purpose of quality control and if, upon inspection by HS,

any of the licensed products are found to be defective under operating

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procedure agreed upon between HS and CHO. HS shall have right to compel

CHO to re-manufacture good licensed products at CHO’s own costs and

responsibility.

- CHO shall pay the royalty fee to HS in Japanese Yen - All patents, copyrights, designs, trade name and trademarks and all intellectual

property rights held by HS. - The both parties shall not disclose the confidential information to the third party

without prior the written notice of another party.

- Upon termination of this agreement, both parties shall promptly return any documents and materials (both in hard-copy, electronic forms and otherwise)

containing any non-proprietary confidential information received from the other

party.

- HS reserves the right to immediately terminate this agreement by written notice

to CHO if any substantial change in the management, ownership or control of

CHO which may affect HS.

Jurisdiction : The present contract shall be governed by the laws of Japan if CHO is Defendant. It shall be governed by the laws of Thailand if HS is Defendant.

1.5 International Technology License Agreement


The parties : Party 1 = Cho Thavee Dollasien PCL or “CHO”

Party 2 = Hackney & Sons International or “HSI”

Signed date : October 15, 1997

Subject matter : - Under the terms and conditions, HS hereby grants to CHO a non-exclusive

license to manufacture the licenses products under the joint trademark of “HSI” and to sell and distribute them in the licensed territory.

- CHO shall purchase all Kits and Kit parts directly from HIS or its designee such

as roll up door design aluminum beverage body, component parts for standardability of HIS’s products.

- CHO shall not use any other trademarks or names on or in connection with product, except for its own CHO logo which may be display together and shall

not use the proprietary marks on or in connection with any goods or services

other than the Product.

- CHO may sell units of product or any other products based on the Know-How

for use in any area outside the territory only upon written consent by HIS or

upon payment to HIS of a special fee.

Compensation : - CHO shall pay HIS technical support fees based on the number of units of HSI

licensed product at a rate equal to five percent of CHO’s new selling price, less the HSI components payments. In case where the product is a non-HSI body

that has been modified using HSI Know-How and Processes, the technical support fee shall be five percent of CHO’s net selling price.


which shall be extended automatically for a successive period of one (1) year each unless either party hereto gives the other written notice of its intention to the

contrary not later than ninety (90) days prior the expiration of the original terms


Other conditions : - CHO shall use its best efforts to supply demand for units of product within the

territory. The minimum inventory level shall be determined by HSI in consultation with CHO, but HSI shall not require an inventory of parts having a

cost of more than U.S.D. 3,000 without CHO’s consent.

- CHO shall permit representatives of HSI to inspect the premises of CHO’s facilities to review engineering, manufacturing, maintenance and marketing

efforts no less than every 90 days. - CHO shall pay the royalty fee to HSI in USD

- The both parties shall not disclose the confidential information to the third party

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without prior the written notice of another party.

- Upon termination of this agreement, both parties shall promptly return any

documents and materials (both in hard-copy, electronic forms and otherwise)

containing any non-proprietary confidential information received from the other party.

- HSI reserves the right to immediately terminate this agreement by written notice to CHO if there is any cause of termination specified in this agreement.

Jurisdiction : The present contract shall be governed by the laws of Thailand.

1.6 International Technology License Agreement


The parties : Party 1 : Siemens Limited or “SLT”

Party 2 : Siemens Aktiengesellschaft Germany or “SAG”

Party 3 : Cho Thavee Dollasien PCL or “CHO”

Signed date : November 23, 2012

Subject matter : - SLT, SAG and CHO desire to form a cooperation for local assembly for 50 Diesel

Electrical Locomotives based on AsiaRunner and to jointly submit an offer in

relation to the same to State Railway of Thailand with a view to minimize all

relevant costs in order to achieve the most competitive offer, with the target to win the project.

Scope of supply – SLT, SAG - Project engineering and estimation of the SLT, SAG portion

- Responsibility for the complete locomotive design concept and leading the

technical supervision of the project

- Detailed engineering works of the car body shell and bogies compliant with tender requirement and the bid’s technical specification

- Manufacturing and supply of complete locomotive body shell and bogies

- Supply of technical specifications and recommend appropriate sources of supply for parts, materials and/or equipment as a support to CHO for complying with

project’s requirements - Technical assistance for assembling works at CHO factory

- Supervision of testing, acceptance and system integration for complete

locomotives

Scope of supply - CHO

- Main Contractor for tender and leading for commercial terms (comprising all

activities interfaces with the customer and/or other authority e.g. tendering

timeframe, budget allocation, contract negotiation, overall project

management)

- Project estimation related to CHO scope of supply and services - Maximize the local sourcing and supply of components

- Setting up manufacturing/assembling and maintenance facilities preferably on or adjacent to already existing workshop installations of CHO

- Manufacturing of complete locomotive bodies

- Setting up an appropriate logistics system for the handling of the material

- Commissioning, testing approval and delivery of the locomotives to the

customer

Compensation : Not yet specified

Contract period : Until December 31, 2013 if there is no extended with written notice

Other conditions : - All parties will not discuss or negotiate for the preparation of the proposal on

the project to the third party unless received the written consent by all parties. - The Parties shall not at any time disclose such information to any third party

without prior written consent of the other parties - If any party has breached the terms of the MOU. This memorandum will be

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terminated.

- The right to occupy intellectual property still remains although this MOU is

terminated or cancelled.

Jurisdiction : The present contract shall be governed by the laws of Switzerland.

2. Contracts related to the property

2.1 The lease office space contract

The Company has entered into a building lease for a branch office in Bangkok from Miss

Rungtiwa Thaveesaengsakulthai (Individuals with relevant stakeholders and directors) the contract details as follow:

Lease office space contract at Lak Si

Location : No. 96/25 Moo 3, Vibhavadi Rangsit Road, TaladBangkhen, Lak Si, Bangkok 10210

Contract

parties

: Miss Rungtiwa Thaveesaengsakulthai

Space : 2,894 Square Meter

Rental Fee : 100,000 Baht / Month (Tenant will pay the rental fee to the landlord once the

contractual maturity date)

Period : 1 Year (Since 1 November 2012 to 31 October 2013)

2.2 The lease land contract

The Company has entered into sublease contract land to the branch office is located in Chonburi

from Mr.Torsak Lohaphaisankhich (Who holds the rights to the lease period of 10 years from the owner

of the land) the contract details as follow:

Sublease contract land at Chonburi

Location : Title deed number 49992, Parcel number 77, Pong Subdistrict , Banglamung, Chonburi 20150 Title deed number 47813, Parcel number 1, Pong Subdistrict, Banglamung,

Chonburi 20150

Contract parties

: Mr. Torsak Lohaphaisankhich

Space : 11,320 Square Meter

Rental Fee : 300,000 Baht / year

Period : 3 Years (Since 15 February 2011 to 14 February 2014)

Remark: The Company is in the process of negotiations to buy that land is expected to be concluded by June 2013.

2.3 The lease building contract (As lessor)

The Company entered into a contract to lease office space to Cho Thavee Themotech Co., Ltd.

(the Company’s subsidiary) consists of: the headquarters building area to serve as the office of

subsidiary’s company and the branch in Bangkok office building 2nd floor to serve as the office’s branch

of company subsidiary. Including a contract to lease office to Khon Kaen Cho Thavee (1993) Co., Ltd.

(Connection with the Company’s shareholders and directors) has the headquarters building area used to

head office are details for 3 contracts as follow :

Contract to lease the plant

Location : Title deed number 11622, Parcel number 39, Dealing file number 4968 Muangkaow

Subdistrict , Muang , Khon Kaen 40000

Contract

parties

: Cho Thavee Thermotech Co., Ltd.

Space : Some of the land on east side space for rent 720 square meter (15 m. x 28 m.)

Rental Fee : 100,000 Baht / Month (From 1 June 2012 adjust the price to 200,000 Baht / Month)

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Contract to lease the plant

Period : 3 Years (From 1 November 2011 to 31 October 2014)

Contract to lease office building 2nd floor

Location : 96/25 Moo 3, Vibhavadi Rangsit Rd, TaladBangkhen, Lak Si, Bangkok 10210

Contract

parties

: Cho Thavee Thermotech Co., Ltd.

Rental Fee : 20,000 Baht / Month

Period : 3 Years (From 1 January 2012 to 31 December 2014)

Contract to lease office building

Location : 265 Moo 4, KlangMuang Rd, Muangkaow Subdistrict , Muang , Khon Kaen 40000

Contract

parties

: Khon Kaen Cho Thavee (1993) Co., Ltd.

Rental Fee : 30,000 Baht / Month (Rental payment one time within due month for period of

contract to lease)

Period : 1 year (From 1 January 2013 to 31 December 2014)

2.4 Insurance

Contract parties : Navakij Insurance Plc.

Policy number : F0034Q-010-000 (KKD-FFPC-11) Type of insurance : Fire Insurance

Property insured : 265 Moo 4, KlangMuang Rd, Muangkaow Subdistrict , Muang , Khon Kaen 40000

Period : 1 Year (From 1 June 2012 to 31 May 2013)

Amount insured : 56,300,000 บาท (Fifty-six million and three hundred thousand Baht) Beneficiary under the policy : Cho Thavee Dollasien Plc.

To study the feasibility of the project : - None -

Providing technical assistance and management : - None -

Projects in the future of the Company and its subsidiary :

The Company has projects in the future to support the Company’s plans to expand revenue of

company and its subsidiary to continue growing in the future as:

Projects Business

partners

Investment

(Approximate)

Project

period

(Extrapolate)

Company ‘s projects in the future

1. Manufacturer and distribution of trolley in the

airport.

HANAOKA

SHARYO 5.00 MB Year 2014

2. Research and development of automation systems.

All

Information

Technology

2.1. Robots to work in factory.

15.00-20.00 MB Year 2012-2015

2.2. Robots for rubber tapping and harvesting.

20.00 MB Year 2012-2016

Subsidiary ‘s projects in the future

1. Project expands capacity of fiberglass wall panels. --- 40.00 MB Year 2013-2016

2. Construction plant poly urethane foam insulation.

(PU Foam) --- 30.00 MB Year 2014-2015

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The Company is in the process of proposal offer or bid on projects both the public and private sectors as

follows:

Projects Business

partners

Project Value

(Approximate)

Project

period

(Extrapolate)

1. Bidding process of the State Railway of Thailand for

produce train sleeping cabin project.

European

countries/1 4,000 MB Year 2013-2016

2. Manufacturer and assembly for the diesel locomotive

project. SIEMENS/2 1,500 MB Year 2013-2016

3. Maintenance of motor vehicles in the defense industry

project, the design of BAE SYSTEMS

BAE

SYSTEMS/3 100 MB per year Year 2014

4. Transportation projects that use natural gas (NGV) and

30 seats or more./4 --- 4,200 MB Year 2014-2017

Remarks:

/1 – One of European countries who is a specialized manufacturer of trains and trams. Currently, the process is on

negotiation between business partners.

/2 - SIEMENS is a specialized manufacturer of trains and trams from Germany.

/3 - BAE SYSTEMS is the defense industrial products from the United Kingdom, the second largest in the world. (At

present, the Company had proved from audited entity (Due Diligence) of BAE SYSTEMS and on process for

negotiations about the partnership.)

/4 - The Company has been granted BOI certificate from 22 November 2010 until 6 November 2013 for company’s

production capacity buses that use natural gas for about 1,000 units / year (calculated from 16 hours / day: 1

year = 300 days).

Connected Party Transaction

In year 2011 and 2012, the Company has connected parties transaction with person who

may have a conflict of interest as follows,

1) Person who may have a conflict of interest : Khonkaen Cho Thavee (1993) Co., Ltd. Relationship : Mr.Suradech Taweesaengsakulthai (Major shareholder / Director) is holding

97.16% of paid up capital and being a director of the Company.

Ms.Angsana Taweesaengsakulthai (Director) is holding 0.16% of paid up capital Detail of transaction and amount :

(Unit: Million Baht)

As of 31 Dec 2011

As of 31 Dec 2012

1. CHO sold goods and provided repair services of truck bodies,

trailer, semi-trailer

0.02 1.68

2. CHO purchased raw material and parts 4.05 14.85

3. Account payables from the above transaction 1.61 0.00

4. CHO TMT sold goods 3.52 0.00

5. Account receivables from the above transaction 3.52 0.00

6. CHO provided short term loans to KK CHO 1993 32.12 0.00

7. Interest income from the above transaction 5.30 2.70

8. Accrued interest from the above transaction 7.53 0.00

9. CHO TMT received short term loans to KK CHO 1993 0.05 0.00

10. CHO sub-leased office space to KK CHO 1993 to set up office

location

0.36 0.36

11. CHO provided administrative service, accounting program, and pay other expense in advance.

3.83 3.81


13. CHO purchased land with residential buildings and vehicles. 0.00 6.00

14. CHO is a guarantor to secure credit line for KK CHO 1993 Credit amount of Baht 65.00 Million

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The necessity and reasonableness :

1. The Company and its subsidiary are trading with the persons who may have a conflict of

interest which is in accordance with normal trade. The trading prices and conditions have been similar to what the Company received or give to the third party.

2. The Company and its subsidiary have been providing and receiving a service with the

person who may have a conflict of interest which charges such fees and rents are reasonably by comparison with the rate of third parties.

3. The Company and its subsidiary have been purchasing assets such as land and buildings from the persons who may have a conflict of interest to be used in operation of the business

and future investment plans. The price is reasonable and close to the appraisal value of

property for public purposes, as assessed by independent property appraiser.

4. The Company and its subsidiary have been providing or receiving financial assistance with

the persons who may have a conflict of interest as necessary or as a condition from the bank and with the appropriate interest rate which is higher than average cost of capital of

the Company or its subsidiary. The Company has received the payment of the loan and all accrued interest. The Company has no policy to provide financial assistance to any related

persons or companies anymore.

2) Person who may have a conflict of interest : Volrep Truck and Bus Co., Ltd. (“Volrep”)

Relationship : Mr.Suradech Taweesaengsakulthai (Major shareholder / Director) is holding

85.00% of paid up capital and being a director of Volrep. Ms.Angsana Taweesaengsakulthai (Director) is holding 1.00% of paid up capital

and being a director of Volrep.

Detail of transaction and amount : (Unit: Million Baht)

As of

31 Dec 2011

As of

31 Dec 2012

1. CHO sold goods and provided services of repair truck bodies, trailer, semi-trailer

0.06 16.61


3. CHO purchased goods, raw materials and parts 2.73 2.84

4. Account payables from the above transaction 0.27 0.06

5. CHO TMT purchased goods, raw materials and parts 1.62 0.26

6. CHO provided short term loans 9.84 0.00



9. Volrep rented a car from CHO to operate in Project OPV 0.58 0.58

10. Account receivables (deposits for goods) 0.00 15.80

11. CHO was a guarantor to secure credit line for Volrep 0.00 Secure credit line of

80.00 million Baht

The necessity and reasonableness : 1. The Company and its subsidiary are trading with the persons who may have a conflict of

interest which is in accordance with normal trade. The trading prices and conditions have been similar to what the Company received or give to the third party.

2. The Company and its subsidiary have been providing and receiving a service with the

person who may have a conflict of interest which charges such fees and rents are reasonably by comparison with the rate of third parties.


the persons who may have a conflict of interest as necessary or as a condition from the

bank and with the appropriate interest rate which is higher than average cost of capital of

the Company or its subsidiary. The Company has received the payment of the loan and all

accrued interest. The Company has no policy to provide financial assistance to any related

persons or companies anymore.

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3) Person who may have a conflict of interest : O J Development Co., Ltd. (“OJD”) Relationship : Ms.Angsana Taweesaengsakulthai (Director) is holding 44.99% of paid up capital

and being a director of OJD. Volrep (Mr.Suradech is a major shareholder and director of Volrep) is holding

55.00% of paid up capital in OJD.


As of

31 Dec 2011

As of

31 Dec 2012

1. CHO sold goods, raw materials and parts 0.00 0.05

2. CHO sold other materials (other income) 0.00 0.02

3. CHO sold assets (computer) 0.00 0.01

4. OJD reimbursed advance from CHO 1.01 0.00




interest which is in accordance with normal trade. The trading prices and conditions have

been similar to what the Company received or give to the third party.

2. The Company and its subsidiary sold computers to the person who may have a conflict of

interest which charges price reasonably by comparison with the price of second-hand

market. 3. The Company and its subsidiary have been providing or receiving financial assistance with


bank and with the appropriate interest rate which is higher than average cost of capital of the Company or its subsidiary. The Company has received the payment of the loan and all

accrued interest. The Company has no policy to provide financial assistance to any related persons or companies anymore.

4) Person who may have a conflict of interest : Doll Fahrzeugbau AG (“DOLL”) Relationship : A shareholder by holding 1.32% of paid up capital of CHO (after IPO) Detail of transaction and amount :


As of

31 Dec 2011

As of

31 Dec 2012

1. CHO ordered goods from DOLL 114.96 70.09

2. Account payables 34.14 26.47

The necessity and reasonableness : 1. The Company is trading with the persons who may have a conflict of interest which is in

accordance with normal trade. The trading prices and conditions have been similar to what

the Company received or give to the third party.

5) Person who may have a conflict of interest : Ruamthavee Khonkaen Co.,Ltd. (“RTV”) Relationship : Mr.Siriwat Taweesaengsakulthai (Director) holding 19.16% of paid up capital

and being a director of RTV.


As of

31 Dec 2011

As of

31 Dec 2012

1. Account receivables from selling goods (before becoming connected party)

0.00 5.72

2. CHO purchased raw materials and spare parts 0.00 0.01

3. Account payables 2.46 0.39

17/32



interest which is in accordance with normal trade. The trading prices and conditions have

been similar to what the Company received or give to the third party.

6) Person who may have a conflict of interest : Mr.Suradech Taweesaengsakulthai Relationship : A major shareholder by holding 45.21% of paid up capital of CHO (after IPO)

and being a Director, Managing Director, and Chief Executive Officer


As of

31 Dec 2011

As of

31 Dec 2012

1. CHO provided short term loans 74.62 0.00



4. CHO TMT provided short term loans 6.61 0.00



7. CHO purchased land with residential and vacant land for

future investment.

0.00 63.10

8. CHO TMT purchased construction asset 0.00 27.34


1. The Company and its subsidiary have been purchasing assets such as land and buildings

from the persons who may have a conflict of interest to be used in operation of the business and future investment plans. The price is reasonable and close to the appraisal value of

property for public purposes, as assessed by independent property appraiser.



bank and with the appropriate interest rate which is higher than average cost of capital of

the Company or its subsidiary. The Company has received the payment of the loan and all

accrued interest. The Company has no policy to provide financial assistance to any related persons or companies anymore.

The Audit Committee’s Opinion

The Audit Committee Meeting No. 1/2013 as of March 5, 2013 has considered with the

Company’s management that connected party transaction with individual or corporate in year 2012 are

reasonable. The price and condition of the transaction is fair and, has compared with the appraisal price

by independent appraisal firm for public purpose or compared with market price upon the appropriateness. As a result, the Company was not losing any benefits.

Policy or plan for the future connected party transaction In the future, the Company may has enter into the connected party transaction upon the

appropriateness based on normal trading condition which can be compared with the same trading condition to the third party. The Company will comply with the Securities and Exchange Commission’s

rules and regulations, or requirements of the Stock Exchange of Thailand, including the regulations and

practices regarding the disclosure of connected party transactions and, the acquisition or disposition of assets of the Company and its subsidiaries regarding the accounting standards as defined by the FAP

certificate.

In case, the Company has to enter into the connected party transaction, the Company and its

subsidiary will comply with the notification of procedures and purchasing including the procedures for approval of connected party transactions, as described in Section 11.3, stated that there must be the

comparison of price and condition from other suppliers or contractors. It must include the quotation

which specified price and condition issued by vendors or contractors clearly in order to present to the Audit Committee for considering on the necessity and appropriateness of the transaction prior to

submission for approval in accordance with the transaction further.

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Methodology to prevent conflict of interest in future

For the objective of transparency management and comply with good corporate governance for

protection of minority shareholders’ interest, the Company had signed a non-conflict of interest contract

with the related companies, whose has or maybe has transaction with the Company or its subsidiary,

which not reorganize in currently group of company. The details and material issues are as follows;

1. Khonkaen Cho Thavee (1993) Co., Ltd. (“CTV-1993”)

Shareholder /

Management

: shareholding

- Mr.Suradech Taweesaengsakulthai holds 97.16% of paid up capital

- Ms.Angsana Taweesaengsakulthai holds 0.16% of paid up capital

Director

- Mr.Suradech Taweesaengsakulthai / Ms.Angsana Taweesaengsakulthai

Nature of business : Dealer of truck and trailer and financial leaser of truck

Total assets

(as of 31Dec20011)

: Baht 197.07 million

Rational to be un-group

of the Company

: Different type of business

Preventing conflict of

interest

: Material issues on Contract dated 15Jun2011 are as follows;

1. CTV-1993 will not doing business like as or similar of the CTV-Doll

2. CTV-Doll and CTV-1993 mutually agreed that any transaction of each

other have to comply with SEC and SET regulation

3. CTV-Doll and CTV-1993 mutually agreed that each party cannot use any

resources of the other for its own benefit

Contract period : This agreement shall be effective since the date of sign up to change by the

parties

2. Volrep Truck and Bus Co., Ltd. (“Volrep”)

Shareholder /

Management

: Shareholding

- Mr.Suradech Taweesaengsakulthai holds 85% of paid up capital

- Ms.Angsana Taweesaengsakulthai holds 1% of paid up capital

Director

- Mr.Suradech Taweesaengsakulthai / Ms.Angsana Taweesaengsakulthai

Nature of business : Dealer of truck and trailer and its spare parts, maintenance truck engine

Total assets

(as of 31Dec20011)

: Baht 37.23 million

Rational to be un-group

of the Company

: Different type of business

Preventing conflict of

interest

: Material issues on Contract dated 15Jun2011 are as follows;

1. Volrep will not doing business like as or similar of the CTV-Doll

2. CTV-Doll and Volrep mutually agreed that any transaction of each other

have to comply with SEC and SET regulation

3. CTV-Doll and Volrep mutually agreed that each party cannot use any

resources of the other for its own benefit

Contract period : This agreement shall be effective since the date of sign up to change by the

parties

In case of transaction with the mentioned related companies occurred or any amended of the said

contract, the Company will treat as a connected party transaction. The transaction has to pass

consensus of Audit Committee and approve by Board of Director, without voting of interested director.

The Company will also comply with the regulations and practices regarding of connected party

transactions and will disclose in financial statement notes, annual report (Form 56-1 / Form 56-2)

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Obligation: As at December 31, 2012, the Group had obligations as follows;

1) commitments for construction agreement, rental of land and building agreement and financial

advisory agreements with various local companies and third party amounting to Baht 15.7

million, and

2) contingent liability arising from guarantee of the credit facilities of a related party amounted to

Baht 65 million and a director amounted to Baht 2 million, and

3) unused letters of credit totaling Euro 0.5 million (equivalent to Baht 20.2 million), U.S. Dollars

0.2 million (equivalent to Baht 7.6 million) and Yen 13.4 million (equivalent to Baht 4.8 million),

and

4) letters of guarantee issued by local banks to various private companies, government agencies

and state enterprises amounting to approximately Baht 33.7 million and U.S. Dollars 0.6 million

(equivalent to Baht 18.4 million), and

5) outstanding balance of forward purchase contracts of Euro 0.3 million (equivalent to Baht 11.4

million) and U.S. Dollars 0.3 million (equivalent to Baht 9.6 million) and forward sale contracts of

Euro 0.3 million (equivalent to Baht 14.2 million), The above contracts mature in June 2012

Risk Factor:

1. Risk relating to the business

1.1. Risks of uncertainty of income.

The Company’s main revenues are from made to order from private customers both domestic

and overseas such as catering to international airlines which are United Arab Emirates, Hong Kong,

Korea and China etc., and domestic catering such as Thai Airways Catering, Bangkok Air Catering Phuket

Air Catering etc. and also retailer business, logistics business, government agencies such as Royal Thai

Army, Royal Thai Navy, Royal Thai Air Force, State Railway of Thailand, Electricity Generating Authority

of Thailand, The Provincial Electricity Authority and The Metropolitan Electricity Authority etc. Thus there

is a risk of inconsistent income owing to when the work deliveries and project management services

were made or finished, whereas the Company has not received any new orders or new projects to

support from other customers. The Company has to pay for the fixed cost such as personnel costs,

administrative expenses and finance costs etc. In the year 2010-2012, the Company had contract

revenues Baht 592.55 million, Baht 636.85 million and Baht 625.66 million, respectively.

The Company is aware of this risk and has a plan to mitigate. Since the year 2011, the Company

has a policy of budget management by determining Yearly Budgeting, which target its goal of revenues,

expenses and estimated profits of each year and present to the Executive Committee and Board of

Directors to determine the yearly budget. They have to monitor and compare the actual performance

with target on a monthly basis by meeting of all the departments and present to the Board of Directors

on a quarterly basis. The sales executives and senior management use information for analyze and plan

to get a biding for new projects in line with the gradual end in order to get continuing manufacturing

contracts and management contracts. As a result, it can reduce the risk of inconsistent income.

1.2. Risks of dependence on limited industries

The Company has a risk of reliance on limited industries because the majority of the Company’s

revenue in the last 3 years was from sales of special designed products which were airport ground

support vehicles (Ground Support Equipment (“GSE”) such as Catering Hi-loaders Truck etc. In 2010-

2012, the Company had revenues of GSE products 25.56%, 56.60% and 55.29% of the total contract

each year, respectively. Customers are flight kitchen business and aviation industry group. If the airline

industry faces a problem that member of air passengers decrease significantly or kitchen flight

customers change to buy from competitors, no matter those factors of product quality, price or service

20/32

quality issues. As a result, customers will decrease their orders or drop orders which will impact to its

performances and financial positions of the Company significantly.

The Company is aware of this risk but in the meantime, it still is confident that it will not

affected by such risks much as company’s policy to maintain the product quality to meet international

standards , emphasis on after-sales service with fast and efficiency and to maintain good relations with

customers continuously. Revenues from the GSE products are growing steadily every year which is

proved that customer satisfy on quality products and quality service with the Company as well. Together

with the Company, there are a variety of products both special designed products and standard product

as well as and expansion of management project to increase revenue proportion and to reduce a risk of

reliance on limited industries.

1.3. Risk of natural disasters.

From flood crisis in late 2011, as well as other natural disasters, it may impact on the plant and

production of the Company, because the back of the plant adjacent to the river. In case of there is rain

for a long time, it may cause water flowing into the plant area and damage to plant, machinery and

materials. The damage will extend a period of productivity and delivery delays, which the Company has

to pay for penalty from such delay.

The Company is aware of the risk arising from damage caused by natural disasters by flood.

Therefore, the Company has insurance covering flood, and also build concrete fence around the plant,

water investments on flap drainage system to prevent flooding, such as dredging reservoir, dredging

pipes, water storage tanks and drains to prevent flooding within the premises. Construction fences,

concrete and drainage systems already developed in 2012.

2. Risk relating to production.

2.1. The risk of fluctuations in price of materials or components of raw materials

The Company may be exposed to risks from fluctuations in price of materials or components of

raw materials used in the manufacture. In particular of special designed products which are airport

ground support vehicles and the fire – rescue vehicles, that contain more than 100 parts for

components, some items need to be ordered from abroad as a result, the risk of price fluctuations of

various factors such as market price of the products, exchange rate, tariff and surcharge etc. Price

volatility of materials or components of raw materials is a risk to all companies including the Company.

In case that materials or components price change into the direction of higher will result in higher

production costs and may affect the lower profitability of the projects that have not been purchased

materials or components or partly purchased, in the event the Company cannot raise prices to its

customers.

The Company's policy is to reduce the risk of cost control by planned purchase of materials or

components immediately upon signing of contract, specific materials or main components are required

to complete orders, pricing policy will be based on cost plus margin. The costs of raw materials have to

be adjusted to current cost before used to calculate the selling price. For materials that have not been

purchased or supplies used, the Company has to determine surplus of material price taken to be

calculated as well. Regarding an exchange rate, the Company has a policy of forward foreign exchange

contracts, which management of the Company does not expect to be affected by such risks much.

2.2. Risks of dependence on foreign trading partners and the risk of being canceled the agreement

for cooperation or risk of doing business by competitor from foreign partner companies.

Due to materials or components used in the production of Catering Hi-loaders Truck, specially

designed products, which are the main income and high proportion of revenue of the Company since

2010. In 2010-2012, the Company had revenues of GSE products of 25.56%, 56.60%, and 55.29% of

total contract income, respectively. The main materials or components required to produce this product,

has to order from DOLL such as Hydraulic systems, mechanical systems, electrical systems , components

21/32

, kits, etc. as the main materials or components must have quality standards, therefore, it is considered

that the Company has a risk of dependence on major suppliers.

However, the management opined that there will not be much affected as DOLL is a major

partner, strategic partner of business, having two agreements for cooperation and sharing of expertise

mutually (detailed in Section 2.3 the Agreement related business operations). In addition, DOLL is a

shareholder of the Company 1.82% of the share capital (post-IPO share capital will be reduced to

1.31%). Although the case of restrictions on the purchase of main materials or components mentioned

above, the Company can seek for other suppliers from other sources, but may be difficult to obtain from

various sources, however, in the past, the Company has not affected the supply of main materials or

components thereof.

In addition, there is the risk of being terminated cooperation and sharing of expertise between

them or the entering to compete by DOLL since the main partner reserves rights to do business in the

territory under the Company’s sales area as well. However, the Company’s management is confident

that it will not be affected by such risks as much wherewith relationships and strategic alliances, and

DOLL also relies on products that the Company manufactures to available in Europe and Latin America,

which is on DOLL’s territory.

3. Risk relating to Management

3.1. The risk of a major shareholder to influence the policy administration.

The Thaveesaengsakulthai’s family is a major shareholder, holding shares in aggregate,

representing 67.29% of the paid up capital (after sales of IPO shares to the public). The Company and /

or its minor shareholders may have a risk of the group of major shareholders to influence the

management policy in either direction as the aggregate shareholding of more than half and as an

associate director in the company. Exclusion of any other law or regulation that requires companies to

be approved by a meeting of shareholders, rather than three in four of the issued and paid-up share

capital.

However, the Audit Committee is an independent committee of 3 members out of 8 directors in

the Board. The Audit Committee will be qualified and accepted in society, thus increase the efficiency

and transparency of management through the mechanism of the internal control system and to balance

the powers of the Board of Directors. The Board recognizes the importance of policy on good

governance (Principles of Good Corporate Governance) is Guidelines for good corporate governance

seriously. Furthermore, the scopes of authority and set the table for each level of authority of limit the

extent appropriate.

3.2. Risk from being canceled order and contract prematurely

Since the Company engages in made to order products and project management and services,

the contracts are agreed in case by case. The Company has the risk if the customers prematurely cancel

Manufacturing or Management contracts.

The Company is aware of this risk because if the contract is prematurely terminated, it will

affect its operating performance, financial position and the image of the Company which are key success

factors of the business. Thus, the Company has a policy to receive order from the customers who

provide Irrevocable Letter of Credit with full remaining values after deducting cash pledge. In addition,

the Company also focuses on products and services quality to be in lined with required standard and

delivery on time within the specified period of the manufacturing contract. However, the Company has

not yet been prematurely terminated contract.

4. Financial Risk

4.1. Risk from fluctuation of exchange rate

22/32

The Company imports materials and product components from overseas, also sells products to

overseas customers in various foreign currencies such as EUR dollars, US dollars, YEN and Singapore

Dollars, therefore, the Company has the risk of foreign currency exchange rates.

Due to the awareness of this risk, the Company determines foreign exchange rate hedging

policy. The funding department will be responsible for calculating the amount received during the period

of contract under delivery condition and calculating the paid amount for purchasing materials and

product components to comply with purchasing plan. In addition, the Company fixes the exchange rate

at the spot rate for each currency and purchase forward contract. The Company annually reviews the

exchange rate hedging policy when preparing the annual budget or urgent need.

4.2. Risk from delay payment

Since the Company engages in made to order products, which split the delivery from time to

time and payment term on agreement contract or provide project management service that providing

service first and then billing, the Company absorbs the risk of delay payment or collection problem, it

causes financial liquidity problem. The Company has fixed monthly payment or has schedule to pay

materials equipment and components to suppliers.

Due to the awareness and in order to reducing of this risk, the Company sets the mitigation plan

by evaluating the potential customers or project owners before signing the agreement and the

customers have to pay the deposit of approximately 20% – 30% of contract value in advance. In case of

project management service, the Company requires the project owner to pay monthly service payment

in accordance with percentage of completion in order to reduce the risk and the Company assigns

financial department to report the collection of payment. If any customer is overdue payment, financial

department has to closely follow up and informs all involved departments including senior management

immediately.

4.3. Risk from breaching the conditions of credit facility contract

The Company and its subsidiary have credit facilities with bank that set conditions of

maintaining D/E ratio not more than 8.5 times for the Company and not more than 3 times for its

subsidiary, which are based on accounting period of each company’s financial statement. Thus, the

Company and its subsidiary have the risk of being suspended credit facility if the Company and its

subsidiary breach the maintaining D/E ratio condition, this result to the Company and its subsidiary have

to seek funding from other banks or allocate cash flow to repay the debt of this credit facility.

Since the Company could maintain the D/E ratio at 6.28 times under the given condition but its

subsidiary recorded D/E ratio at 7.26 times which is excess the condition in 2012 accounting period.

However, the bank has exempted the maintaining D/E ratio condition of 2012 accounting period and it

has already renewed all short-term credit facilities to the Company and its subsidiary. However, the

Company and its subsidiary expect to maintain the financial ratio under the given bank conditions in the

future and if the subsidiary is suspended credit facility, it will not affect to subsidiary’s business

operating since the Company and its subsidiary still have revolving credit lines from other banks and net

cash flow to be able to repay the debt.

5. Risk from public offering

5.1. Risk of the Company’s accumulated losses which may affect the dividends payment

As of December 31, 2012, the Company had accumulated losses of Baht 22.5 million (Company

Only Statement) due to the past operating performance. Most of losses derived from loss on operating

and foreign exchange rate that occurred during 1997 – 2000 because of economic crisis in 1997. If the

Company still has the accumulated losses, the Company will be unable to pay dividends to shareholders

and the shareholders will absorb the dividend payment risk in accordance with dividend policy until

accumulated losses is eliminated.

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However, the Company’s management believes that they can make net profit continuously for

eliminating accumulated losses. In the result, the Company can pay dividend not less than 40% of net

profit in accordance with dividend policy.

Lawsuit:

The Company and its subsidiary have not any legal disputes that may cause damage to the

Company more than 5% of total shareholders and no any legal disputes cause significantly negative

impact to business operation of the Company and its subsidiary.

No. of Employees: As of December 31, 2012, there were total of 401 persons

The Company Background :

Thaveeseangsakulthai family group (or Cho Thavee Group) by Mr.Cho Thaveeseangsakulthai,

was a pioneer of transportation business in Khon Kaen province and truck dealer business in 1968. After

that, the company expanded business to produce bus’s chassis and it expanded to produce chassis of

Full-Trailers and Semi–Trailers and vehicle for transport of various types in 1980. Moreover, Cho Thavee

group has continued to develop a trailer, commercial vehicles and meticulous designing of truck chassis

variations in order to obtain strength structure of truck chassis that is appropriated for the type of

transportations and applicable in all road conditions and resistant to all weather conditions.

In the second generation of the Cho Thavee Group, led by Mr.Suradech Thaveeseangsakulthai

who is Mr.Cho Thaveeseangsakulthai‘s son. He was graduated from engineering vehicles and business

management in Japan and he foresee tends to a lot of cargo handling systems with extra large trailer

including with recognizing the importance of chassis container innovation that resorted technology from

abroad. This innovation will have a more active role of Full-Trailer and Semi–Trailer industry in the

future. Therefore, he made a decision to founded Cho Thavee Dollasien Co., Ltd. (“Company” or “CTV-

DOLL”) on 18 November 1994 which was a joint venture between Khon Khen Cho Thavee (1993) Co.,

Ltd.(“CTV-1993”), the family’s business and DOLL Fahrzeugbau AG (“DOLL”), leading manufacturer of

truck chassis and trailers from Germany. This company was established in the purpose of design,

manufacture and installation of chassis engineering system on a truck chassis, trailers and commercial

vehicles with a registered capital of Baht 10.00 million, which was 74% of registered capital holding by

CTV-1993 and Thailand shareholders group and 26% of registered capital holding by DOLL.

With the experience and expertise of the management team both engineering and management

experience gained through long, the Company combines global engineering technology with the

professional management, so the Company has an ability to expand its business to the special project

management of transportation and other services, which was related to company’s products such as

Offshore Patrol Vessel project (OPV). This project is the joint venture between The Bangkok Dock Co.,

Ltd. and the company, which has the purpose for increasing competitiveness of ship building industry in

region level. In addition, other projects are maintenance and repairing truck projects for Linfox

Transport (Thailand) Co., Ltd. (“Linfox”) and more than 1,000 cars of Tesco-Lotus project etc.

The Company was changed its shareholder structure by Mr.Suradech Thaveeseangsakulthai,

who is the co-founder, director and management. He bought all common shares of the CTV-1993 since

year-2002. The current major shareholder structure of the Company is Thaveeseangsakulthai group

which holds 93.18% of paid-up capital before initial public offering and the Company currently has the

registered capital of Baht 180.00 million and paid up capital of Baht 130.00 million. The paid-up capital

divided into ordinary shares of 520.00 million shares at par 0.25 per share and the registered capital,

which is not yet paid-up in amount of Baht 50.00 million or ordinary shares amount of 200.00 million

shares at par 0.25 per share will offer by Initial Public Offering “IPO”.

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Investment in Subsidiary: As at December 31, 2012

Associated/Related Company

(Unit: Baht million)

Company’s Name Type of Business Paid-up

Capital

% of

shareholding

Investment

Cost

1. Cho Thavee Thermotech

Co., Ltd.

Designer, manufacturer and

installation of lightweight

fiberglass, refrigerated

containers.

20.00 99.99 22.60

Change in Capital in the last 3 years:

(Unit: Baht million)

Date Capital increase

(decrease)

After the increase

(decrease)

Note / Fund raising objective

December 27,

2007

(92.00) 40.00 Reduced the number of shares to

decrease the retained loss balance

for the capital restructuring in order

to support international joint

venture.

December 28,

2007

30.00 70.00 Allocated to existing shareholders

for investing in business expansion

and working capital.

October 24, 2008 50.00 120.00 Allocated to existing shareholders

for converting into underlying shares

of convertible loan issued to JAIC

and to support investment in high

tensile aluminum cabinet for

installation of communications

devices in the defensive country

industry for export.

February 22, 2011 10.00 130.00 Allocated to existing shareholders

for investing in accordance with BOI

condition

May 8, 2013 50.00 180.00 Initial Public Offering

Accounting Period: January 1 – December 31

Auditor: Mr.Methee Ratanasrimetha , the Certified Public Accountant Registration No.3425 from M.R. &

Associates Co., Ltd. , who was approved by the Securities and Exchange Commission Thailand.

Registrar: Thailand Securities Depository Company Limited (TSD)

Financial Advisor: Asset Pro Management Co., Ltd.

Dividend Policy: At least 40% of its net profit subject to all articles of association and legal reserve

and other necessities those significantly affect the normal business operation of the company.

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B.O.I. Certificates :

Business Activities Eligible for

Promotion

BOI Certificate

Number

Production

Capacity

Eligible for

Promotion

The Board of

Directors

Approval Date

The Company

1. Production of metal cabinets for

installation of communication

devices.

2417(2) / 2553 B.E. 100 sets / year October 18, 2010

2. Production of natural gas buses

in size from 30 seats.

1528(2) / 2554 B.E. 1,000 units / year November 23, 2010

3. Production of Container Dolly 1116(2) / 2556 B.E. 1,600 sets / year December 4, 2012

The Subsidiary

1. Production of sandwich wall 1746(2) / 2548 B.E. 58,000 square

meters / year

July 13, 2005

No. of Shareholders: As of 8 May 2013

Types of shareholders No. of

shareholders

No. of

shares

% of paid-up

capital

1. Strategic shareholders

1.1 Directors, manager, and executive management

including related persons and associated persons 17 484,123,600 67.24%

1.2 Shareholders who have a holding of above 5%

including related persons -- -- --

1.3 Controlling Shareholders -- -- --

2. Non-Strategic shareholders hold > 1 trading unit 3,859 235,876,400 32.76%

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

Total Shareholders 3,876 720,000,000 100.00%

Major Shareholders:

Name

After IPO Before IPO

No. of

shares

% of paid-

up capital

No. of

shares

% of paid-

up capital

1 Group of Taveesaengsakulthai 490,440,000 68.12% 484,540,000 93.18%

1.1 Mr. Suradech Taveesaengsakulthai 325,507,200 45.21% 325,507,200 62.60%

1.2 Mrs. Wadsana Taveesaengsakulthai 41,600,000 5.78% 41,600,000 8.00%

1.3 Mrs. Thunyarat Taveesaengsakulthai 33,333,200 4.63% 33,333,200 6.41%

1.4 Mr. Surapol Taveesaengsakulthai 25,000,000 3.47% 25,000,000 4.81%

1.5 Ms. Asana Taveesaengsakulthai 20,167,600 2.80% 20,167,600 3.87%

1.6 Mr. Phudtiphat Weswarut 16,766,400 2.33% 16,666,400 3.21%

1.7 Ms. Rungthiva Taveesaengsakulthai 15,600,000 2.17% 15,600,000 3.00%

1.8 Mr. Morakod Srilomsak 1,666,400 0.23% 1,666,400 0.32%

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Name

After IPO Before IPO

No. of

shares

% of paid-

up capital

No. of

shares

% of paid-

up capital

1.9 Ms. Roongaroon Taveesaengsakulthai 1,666,400 0.23% 1,666,400 0.32%

1.10 Mrs. Wadee Taveesaengsakulthai 1,666,400 0.23% 1,666,400 0.32%

1.11 Mrs. Chida Srilomsak 833,200 0.12% 833,200 0.16%

1.12 Mrs. Roongsiri Jongpatiyat 833,200 0.12% 833,200 0.16%

1.13 Ms. Jariya Taveesaengsakulthai 500,000 0.07% -- --

1.14 Mr. RatsananTaveesaengsakulthai 500,000 0.07% -- --

1.15 Ms. Ratsawan Taveesaengsakulthai 500,000 0.07% -- --

1.16 Mr. Ratsapong Taveesaengsakulthai 500,000 0.07% -- --

1.17 Mr. Damrong Taveesaengsakulthai 500,000 0.07% -- --

1.18 Mrs. Seenuan Taveesaengsakulthai 500,000 0.07% -- --

1.19 Ms. Ratsamee Taveesaengsakulthai 500,000 0.07% -- --

1.20 Mr. Thavee Taveesaengsakulthai 500,000 0.07% -- --

1.21 Mr. Weerapong Jongpatiyat 400,000 0.06% -- --

1.22 Mr. Teechalit Srilomsak 300,000 0.04% -- --

1.23 Ms. Pattanan Taveesaengsakulthai 200,000 0.03% -- --

1.24 Ms. Isaraporn Taveesaengsakulthai 200,000 0.03% -- --

1.25 Ms. Raweerat Taveesaengsakulthai 200,000 0.03% -- --

1.26 Mr. Kiittimate Wedwarut 100,000 0.01% -- --

1.27 Ms. Panteera Wedwarut 100,000 0.01% -- --

1.28 Ms. Mook Srilomsak 100,000 0.01% -- --

1.29 Mr. Pongsiri Jongpatiyat 100,000 0.01% -- --

1.30 Mr. Ronnakorn Kittisuwan 100,000 0.01% -- --

2 PTLT Intertrade LLC Co.,Ltd. 26,000,000 3.61% 26,000,000 5.00%

3 DOLL Fahrzeugbau AG Group 9,460,000 1.32% 9,460,000 1.82%

3.1 DOLL Fahrzeugbau AG 4,730,000 0.66% 4,730,000 0.91%

3.2 Kal Star(s) Pte. Ltd. 4,730,000 0.66% 4,730,000 0.91%

4 Mr. Anonchai Weeraprawat 2,200,000 0.30%

5 Ms. Thunyarat Seangphriphun 2,100,000 0.29%

6 Mr. Warawut Yunjaroen 2,000,000 0.28%

7 Mrs. Sumalee Saay-arun 1,701,000 0.23%

8 Ms. Kuntima Pornsriniyom 1,516,000 0.21%

9 Mrs. Gaysorn Wongwairoj 1,440,000 0.20%

10 Ms. Piyanan Sombatwichatorn 1,430,000 0.20%

Total 538,287,000 74.76% 520,000,000 100.00%

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Foreign Shareholders : As of 8 May 2013 number of foreign shareholders = 21 shareholders and

total number of share held = 36,676,400 or 5.09% of paid-up capital

Remark: The restrictions on the shares held by foreign shareholders in accordance with Article 13 "the

stock of the subsidiary transferred freely without restriction unless the transaction that affect the portion

of foreign shareholding more than forty-nine percent (49) of the total issued shares of the Company.

Any transfer of shares that will increase the shareholding portion of foreign shareholders exceeds the

above ratio. The Company has the right to refuse the transfer of shares".

The Board of Directors: As at May 13, 2013

Name Position Appointing Date

1. Mrs. Penpimol Weswarut Chairman 24 December 2012

2. Mr. Suradech Taveesaengsakulthai Director 15 August 1995

3. Ms. Asana Taveesaengsakulthai Director 15 August 1995

4. Mr. Siriwat Taveesaengsakulthai Director 28 September 2012

5. Mr. Nattachai Taveesaengsakulthai Director 28 September 2012

6. Mr. Anusorn Thamajai Independent Director / Chairman of

Audit committee

28 September 2012

7. Mr. Asa Prateepasen Independent Director / Audit committee 28 September 2012

8. Mr. Chatchawan Triumvijarnkul Independent Director / Audit committee 27 February 2013

Remark: Ms.Yinghatai Ponpungnga is the Company’s secretary

Audit Committee:

The Shareholders’ Meeting No. 4/2012 on December 24, 2012 and the Board of Directors’

meeting on 27 February 2013 have appointed the Audit Committee consisting of

Chairman of the Audit Committeee Mr. Anusorn Thamajai

Audit Committeee Mr. Asa Prateepasen

Audit Committeee Mr. Chatchawan Triumvijarnkul

Secretary to the Audit Committee Mrs. Aupsorn Suriya

Remark : The Audit Committee who acknowledge and experience in financial statement

audit is Mr. Chatchawan Triumvijarnkul. He is graduated from Chulongkorn

University (Audit) and, a Bachelor Degree of Business Administration

(Accounting) from the Ramkhamhaeng University.

Scope of duties and responsibilities:

1. Reviewing financial statements of the Company and its subsidiary. It shall be accurate and

disclosed adequate by coordinating with auditors and the management who in charge for

preparing financial statements quarterly and annually. The Audit Committee shall recommend the

auditor to audit or inspect any transactions that are necessary and important during the auditing.

2. Reviewing the Company’s internal control system and internal audit that shall be appropriated and

effective with the auditor as well as to approve the appointment, transfer and dismissal of the

head of internal audit or any other agency responsible for internal audit.

3. Reviewing the performance of the Company according to the Law and requirements of Securities

and Exchange Commission and laws relating to the Company's business.

4. Considering the selection and appointment of persons who are to serve as independent auditors of

the Company, compensation with regard to reliability and adequacy of resources and accounts of

the auditor including the experiences of those who were assigned to be the auditor of the

28/32

Company. Including a meeting with the auditor without management in attendance for at least

one year at a time.

5. Considering the related party transaction or the transaction which may have conflict of interest to

comply with the rules and regulations of the Stock Exchange of Thailand for the reasonableness

and appropriateness of the transaction and maximize the benefit to the Company.

6. Making of the report of the Audit Committee to be disclosed in the annual report of the Company.

The report, signed by the Chairman of the Audit Committee that should contain the following

information,

a) The opinion on the preparation process and disclosures in the financial statements of the

Company and its subsidiary about the accuracy and reliability.

b) The opinion on the adequacy of the internal control system of the Company and its

subsidiary.

c) The opinion on the compliance with the Securities and Exchange Commission, requirements

of the Stock Exchange Act. and, laws relating to the business of the Company and its

subsidiary.

d) The opinion on the appropriateness of the auditor of the Company and its subsidiary.

e) The opinion on the transaction that may have a conflict of interest.

f) The number of the Audit Committee’s meeting and the attendant of audit committees.

g) The opinion of the Audit Committee on the overall performance under the Company’s

manual.

h) The other reports that the shareholders and investors shall be acknowledged under the scope

and responsibilities from the Board of Directors’ appointment.

7. Perform other duties as the Board of Directors designated and approved such as to review the

policy for financial management and risk management, review of the conduct of business of the

management with management of the Company also, necessary reports that shall be presented to

the public as required by law such as the management’s discussion and analysis (MD&A) and so

on.

The term of audit committee members :

1. Chairman of the audit committee 3 years 2. Member of the audit committee 3 years

Listing Conditions (if any): - None -

Silent Period : Existing shareholders before IPO, who hold 396,000,000 common shares or 55.00% of

paid up capital after the IPO, certified to the Stock Exchange of Thailand that their shares

will not be sold for the period of 1 year from the trading date. Upon the expiry of 6-

month period of the prescribed time, those shareholders will be allowed to sell 25% of

the total amount of shares prohibited to sell and the remaining can be sold after 1 year.

Relaxation: -- None --

Others: -- None –

Statistical Summary :

Cho Thavee Dollasien Public Company Limited

Year

Unit: Baht thousand Unit:: Baht/Share*

Total sales Net profit

(Loss)

Net profit

(Loss) Dividend

Book

Value

Payout

ratio (%)

2010 (Audited)

2011 (Audited)

665,840.20

649,041.44

5,506.66

20,060.24

0.01

0.04

0.00

0.00

0.14

0.18

0.00

0.00

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2012 (Audited) 632,421.55 13,738.79 0.03 0.00 0.20 0.00

Remark: Par value at Baht 0.25

Cho Tavee Dollasien Public Company Limited For the period of year 2010-2012


Statements of Financial Position

(Separate Financial Statement)

Audited

Ended

31 Dec 2010

Ended

31 Dec 2011

Ended

31 Dec 2012

Cash and cash equivalents 14.08 12.06 7.84

Trade account receivable - net 127.50 93.12 116.49

Unbilled receivables 69.57 87.12 74.68

Loan to and accrued interest from related parties 184.08 151.90 41.32 Inventory – net 120.97 163.41 175.86

Other current assets 20.00 20.86 40.97

Fix deposit using for guarantee 21.95 13.40 13.40 Investment in subsidiary 16.00 22.60 22.60

Plant, property and equipment - net 137.73 138.30 254.43 Other non-current assets 20.88 35.80 35.30

Total Assets 732.76 738.57 782.89

Short-term loans from financial institution 429.99 463.20 502.55

Trade account payable 57.81 64.98 98.76

Prepaid income 48.98 25.70 14.26 Other current liabilities 27.08 25.16 26.14

Financial lease 19.73 14.72 8.66 Long-term loans 77.76 46.25 18.25

Employee benefits 0.00 4.80 6.78

Total Liabilities 661.35 644.81 675.39 Registered capital 120.00 130.00 130.00

Paid up capital 120.00 130.00 130.00

Unappropriated retained (loss)/earings (48.59) (36.24) (22.50)

Total shareholders’ equity - net 71.41 93.76 107.50

Statement of Comprehensive Income (Separate Financial Statement)

Audited

Y2010 Y2011 Y2012

Total revenues 665.84 649.04 632.42 Total costs 596.49 545.26 508.99

Gross profit 69.35 103.78 123.43

Other revenues 43.46 37.81 27.53 Profit before expenses 112.81 141.60 150.97

Selling and administrative expenses 67.00 79.15 91.67

Profit before interest and tax 45.81 62.45 59.29

Finance cost 40.31 39.58 38.65

Profit before tax 5.51 22.87 20.65 Taxable income 0.00 2.81 6.91

Net profit/(loss) for parent company 5.51 20.06 13.74

Statements of Cash Flows

(Separate Financial Statement)

Audited

Ended

31 Dec 2010

Ended

31 Dec 2011

Ended

31 Dec 2012

Net Cash Provided by Operating Activities 101.12 32.40 53.12

Net Cash Provided by (Used in) Investing Activities (184.21) (0.64) (24.96)

Net Cash Used in Financing Activities 81.21 (33.78) (32.37) Increase in cash and cash equivalent - net (1.89) (2.02) (4.22)

Cash and cash equivalent at beginning of the year 15.96 14.08 12.06

Cash and cash equivalent at end of the year 14.08 12.06 7.84

30/32

31/32

Cho Thavee Dollasien Public Company Limited and its subsidiary

Year

Unit: Baht thousand Unit:: Baht/Share*

Total sales Net profit

(Loss)/1

Net profit

(Loss) Dividend

Book

Value/2

Payout

ratio (%)

2010 (Audited) 2011 (Audited)

2012 (Audited)

666,311.47 669,359.55

669,858.21

(4,128.16) 24,016.70

20,326.04

(0.01) 0.05

0.04

0.00 0.00

0.00

0.12 0.15

0.19

0.00 0.00

0.00

Remark: Par value at Baht 0.25

/1 – Profit(Loss) for parent company

/2 – Calculate from shareholders’ equities for parent company

Consolidated Financial Statements

Cho Tavee Dollasien Public Company Limited and its subsidiary For the period of year 2010-2012


Statements of Financial Position (Consolidated Financial Statements)

Audited

Ended 31 Dec 2010

Ended 31 Dec 2011

Ended 31 Dec 2012

Cash and cash equivalents 14.12 12.11 7.89

Trade account receivable - net 125.94 96.67 117.80

Unbilled receivables 73.19 90.05 86.50 Loan to and accrued interest from related parties 183.13 149.43 0.00

Inventory – net 133.14 178.55 190.86

Other current assets 20.30 21.39 41.23 Fix deposit using for guarantee 21.95 13.40 13.40

Plant, property and equipment - net 146.52 145.90 328.36 Other non-current assets 23.12 37.65 36.77

Total Assets 741.42 745.14 822.82

Short-term loans from financial institution 441.33 474.01 533.41 Trade account payable 57.91 69.61 94.28

Prepaid income 48.98 25.70 14.26

Other current liabilities 28.20 26.47 39.89

Financial lease 19.72 14.72 9.90 Long-term loans 87.10 51.58 25.58

Employee benefits 0.00 5.27 7.40

Total Liabilities 683.25 667.36 724.71 Registered capital 120.00 130.00 130.00

Paid up capital 120.00 130.00 130.00

Unappropriated retained (loss)/earings (62.60) (46.59) (26.27)

Total shareholders’ equity for parent company - net 57.40 77.78 98.10

Statement of Comprehensive Income (Separate Financial Statement)

Audited

Y2010 Y2011 Y2012

Total revenues 666.30 669.35 669.86

Total costs 599.02 550.45 523.58 Gross profit 67.28 118.90 146.28

Other revenues 39.32 33.06 21.30 Profit before expenses 106.60 151.96 167.58

Selling and administrative expenses 70.81 83.51 99.62

Profit before interest and tax 35.79 68.45 67.96

Finance cost 42.06 41.35 40.73

Profit before tax (6.27) 27.10 27.23

Taxable income 0.00 2.81 6.91

Net profit/(loss) for parent company (4.13) 24.01 20.33

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Statements of Cash Flows (Separate Financial Statement)

Audited

Ended

31 Dec 2010

Ended

31 Dec 2011

Ended

31 Dec 2012 Net Cash Provided by Operating Activities 106.57 39.67 52.65

Net Cash Provided by (Used in) Investing Activities (186.28) (1.22) (43.02)

Net Cash Used in Financing Activities 77.81 (40.46) (13.84) Increase in cash and cash equivalent - net (1.90) (2.01) (4.22)

Cash and cash equivalent at beginning of the year 16.02 14.12 12.11 Cash and cash equivalent at end of the year 14.12 12.11 7.89

Prepared by: Asset Pro Management Co., Ltd

Documents

CHO THAVEE DOLLASIEN PUBLIC COMPANY LIMITED (“CHO”)cho-th.listedcompany.com/newsroom/20130509-CHO-SET02-EN.pdf · Cho Thavee Thermotech Co., Ltd. (“CTV-TMT”) engages in a