Contents Background, Major Changes 2 - loxley.co.th Report/annual2009_Eng.pdf · Background, Major Changes 2 ... Alcatel-Lucent (Euronext Paris and NYSE: ALU) to gain ... Total Assets

Background, Major Changes 2and DevelopmentsMessage from the Chairman 3 Activities in 2009 4Financial Summary 6Revenue Structure 7Corporate Structure 8Subsidiaries’ Organization Chart 10Board of Directors 12Executive Board 14List of Management 16Directors in the Subsidiaries 17Directly Owned by LoxleyICT Business Group 18Technology Business Group 23Project Business Group 26Trading Business Group 29Service Business Group 32International Business Group 34Special Project Group 35Joint Venture Business Group 36Support Units 39Risk Factors 41Legal Disputes 42Details of the Company 43Capital Structure 44Details of Ownership in Loxley Subsidiaries 46and Associated CompaniesManagement 50Executives Remuneration 58Corporate Governance 59Personnel 64Information of Company Executives 65Information of Directors in Holding Position 72in Subsidiaries, Associated & Related Companies as at 31 December 2009Information of Directors in the Subsidiaries 74Internal Control and Audit 79Report of Board’s Responsibility 80for Financial ReportAudit Committee Report for Fiscal Year 2009 81Related–Party Transactions 82Elaboration and Analysis of Operating 87Results and Financial Status Audit Report of Certified Public Accountant 89 Financial Statements 91Auditor Remuneration, Other Parties 148

Contents

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Background, Major Changesand Developments

Loxley Public Company Limited, a company in operation for more than a half century, was founded on 15 January 1939 as a joint venture between Mr. Ng Yuk Long Lamsam and Mr. Andrew Beattie (of W.R. Loxley Company of Hong Kong). Originally, its name was Loxley Rice Company (Bangkok) Limited with a primary purpose of exporting agricultural products including rice, lumber, and other products. Following an ongoing development of its operations until year 1957, Loxley Rice Company (Bangkok) Limited was then renamed to Loxley (Bangkok) Company Limited. By then, the Company had expanded its export business and increased the import and sales of its products from overseas to include industrial and advanced technology products. As a result of the outstanding business performance, there has been continuous increase in business partnerships with the company from leading local and international business entities to consequently increase business expansion thus effectively serves ever-changing market demands. On 1 April 1993, “LOXLEY” became a public company, which was duly listed on the Stock Exchange of Thailand (SET) under the category “Commerce” and its stocks have been trading in the market since 25 January 1994. The Company has determined to operate its businesses in a comprehensible manner. It, therefore, has set focus on qualitative growth which has been compatible with the needs of its clientele as well as maximized the management of its assets based on addition of economic value with the aim of preserving its shareholders’ interests.

Annual Report 2009 Loxley Public Company Limited 3

(Mr. Pairote Lamsam)Chairman of the Board of Directors

Message from the Chairman

In 2009, Thailand has been impacted by global economic crisis arisen mainly from the collapse of financial and capital markets in the United States and Europe during the previous year while internal conflicts, and political and social changes have continued in existence. These factors negatively impact investors’ confidence and severely obstruct the overall operation of business sector. Loxley Public Company Limited had been somewhat affected by economic recession but managed to overcome obstacles at certain extent. As far as the performance in 2009 is concerned, the aggregate income of the Company and its subsidiaries was Baht 10,280.24 Million compared to Baht 10,330.83 Million in 2008 and the aggregate net profit was Baht 356.16 Million compared to net loss of Baht 1,986.71 Million of the previous year. In 2009, the Company’s businesses and affairs were operated with care and caution to prepare for the economic recession with attempt to quickly generate revenue and to cut costs in every units. Campaign was staged for energy conservation and reduction in a concrete manner, and achieved a satisfactory result. Businesswise, business units were concisely grouped to facilitate ease in management. Further, supports at work and co-ordination in resources sharing were efficiently managed. Simultaneously, the Company has continuously organized social related projects such as, support of equipment and computer terminals to schools in remote rural areas and nearby communities. In 2010, the Company still maintains its policy to operate with care and caution as usual, with planning and preparations to facilitate the changes of global business in a timely manner. Any business which can no longer generate profit will be improved and adjusted immediately. In addition, the Company will also retain its policy of cost efficiency and efficacy management as has been in place in the past years. Lastly, on behalf of the Board of Directors, we realize that the Company has been operating with good result and has overcome various impediments throughout due to support from shareholders, customers, partners, public, as well as government and private sectors which we are thankful for. Additionally, the Management and Staff have been determined to perform their responsibilities with full ability which has brought about continuous growth to the Company.

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Activities in 2009

1 Mr. Pairote Lamsam, Chairman and Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd. with other Loxley Board of Directors attended the Annual General Meeting of Shareholders 2009 to announce each business unit performance to all shareholders.

2 Mr. Pairote Lamsam, Chairman and Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd. met with BlueScope Lysaght (Thailand) management team in order to exchange business know-how and to congratulate new Board of Directors of BlueScope at the 17th Floor Meetingroom, Loxley headquarter Klongtoey.

3 Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd., top management, and business partner from L-3 Commu-nications Corporation, USA attended a signing ceremony to purchase the Dipping Sonar system with Tactical Navigation Set model ASN-150 (V) for the Royal Navy.

4 Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd. and Associate Professor Dr. Chiradet Ousawat, President of University of the Thai Chamber of Commerce opened the UTCC-Loxley Computer Service Center at University of the Thai Chamber of Commerce, which is a part of the continuous cooperation between Loxley and UTCC to offer notebook computers for education.

5 Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd., top management, and employees of Loxley donated educational apparatus, computers, air conditioners, and roof repair materials in total value exceeding Baht 200,000 for Wat Klongtoey School.

6 Mr. Dhongchai Lamsam, President of Loxley (Public) Co., Ltd. together with Mr. Jeff Chen, Chairman of Stanley Work Asia Pacific Co., Ltd. to nominate Loxley’s subsidiary, Partzone (Thailand) Co., Ltd., as a sole distributor of auto parts and tools under Stanley brand in Thailand.

7 Mr. Vasant Chatikavanij and Mr. Suraphand Bhasitni-randr, Executive Vice Presidents of Loxley and Mr. Katsunori Suzuki, Executive Committee Chairman of MOCAP Ltd. announced the opening of a high quality contact center

outsourcing service from Japan as well as an internal administration outsourcing service.

8 Dr. Sompop Chareonkul, Chairman of Asia SecurityManagement (ASM) Co., Ltd., a Loxley’s subsidiary providing security service for Suvarnabhumi Airport led the Company management in “ASM Cross Functional Team” seminar in order to promote team building and support future growth of ASM.

9 Mr. Suroj Lamsam, Executive Vice President of Loxley(Public) Co., Ltd. brought merchandizes and services under i-KooL 3G brand in the TOT’s 3G grand opening as TOT’s 3G Mobile Virtual Network Operator (MVNO) licensee.

10 Lt. Suchin Baholyodhin RTN., Executive Vice Presidentof Loxley (Public) Co., Ltd. was in an opening ceremony representing a broadcasting system provider for the Parliament’s first AM 1071 kHz station.

11 Lt. Chalermchoke Lamsam, Executive Vice President of Loxley (Public) Co., Ltd. representing Loxley Group’s Indus-trial Chemical Department accepted an SSQR Awards 2008 from Unilever Thai Trading Co., Ltd. as a high potential distributor with excellence in quality control and services for 2 consecutive years.

12 The Special Project Department, Loxley (Public) Co., Ltd. and Thales Nederland B.V. signed a project agreement to install 2 Flycatcher systems for the Royal Thai Army.

13 Loxley (Public) Co., Ltd. was nominated as an officialdistributor for a Convergence Communication Solutions of Alcatel-Lucent (Euronext Paris and NYSE: ALU) to gain penetration in corporate customers.

14 The Construction Materials Department, Loxley (Public) Co., Ltd. together with leading architect companies oversaw the train station construction in the Airport Rail Link project


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by Loxley as a distributor of BlueScope Lysaght’s colored steel and roof material products.

15 Loxley (Publ ic) Co. , Ltd. and the OldPeople Playing Young (OPPY) Club by Loxley donated computers and accessories to ICT Learning Center in Wat Seecue Kanaram, Nakorn Ratchasima, for technological knowledge promotion in the remote communities according to MICT’s ICT Delivery policy.

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Financial Summary

Financial Ratio

Financial ratio 31 December 2009 31 December 2008 31 December 2007

Net profit (loss) to total revenue 3.46 % -19.23 % 2.10 %

Return on equity 8.05 % -45.90 % 5.28 %

Return on total assets 3.78 % -22.10 % 2.50 %

Earning per share (Baht) 0.18 -0.99 0.11

Net book value per share (Baht) 2.30 2.12 2.21

Total Revenues 10,280.24 10,330.83 10,917.10

Net Profit (Loss) 356.16 (1,986.71) 228.93

Earning (Loss) per share (Baht) 0.18 (0.99) 0.11

Total Assets 10,182.61 8,681.49 9,300.11

Total Liabilities 5,584.10 4,434.58 4,890.05

Paid - up shares 2,000.00 2,000.00 2,000.00

Share Par Value (Baht) 1.00 1.00 1.00

Shareholders’ Equity 4,598.51 4,246.91 4,410.06

Dividend per share (Baht) N/A - -

Dividend to Net income Ratio (%) N/A 0% 0%

Summary of 2008 operating results of Loxley Public Company Limited and its subsidiaries :

Assets : Total assets as at 31 December 2009 amounted to Baht 10,182.61 million ;

and increase of Baht 1,501.12 million or 17.29% under the 2008 level.

Shareholders’ Equity : Shareholders’ equity as at 31 December 2009 was Baht 4,598.51 million ;

and increase of Baht 351.60 million or 8.28% under the 2008 level.

Revenues : Total revenues for 2009 was Baht 10,280.24 million, representing a decrease of

Baht 50.59 million or 0.49% from the Baht 10,330.83 million level of 2008.

Net Income (Loss) : In 2009 Loxley and its subsidiaries recorded a net profit of Baht 356.16 million and

net loss Baht 1,986.71 million in 2008.

Loxley Public Company Limited and Its Subsidiaries

Unit : million Baht

Item 2009 2008 2007


COMPANY REVENUE STRUCTURE PRESENTED BY BUSINESS SEGMENT (ANNOUNCEMENT 56-2 FROM COMMITEES OF STOCK EXCHANGE OF THAILAND) COMPARED INFORMATION FOR THE SAME PERIOD ENDED 2009 2008 AND 2007

Revenue Structure

LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES

REvENUE STRUCTURE 2009 2008 2007 TOTAL % C.SIZE TOTAL % C.SIZE TOTAL % C.SIZE REVENUE REVENUE REVENUE

1. TECHNOLOGY 5,362.00 52.16 5,398.00 52.25 5,901.00 54.05

1.1 ICT BUSINESS GROUP 3,464.00 33.70 3,834.00 37.11 3,873.00 35.48

1.2 TECHNOLOGY BUSINESS GROUP 449.00 4.37 567.00 5.49 1,050.00 9.62

1.3 PROJECT BUSINESS GROUP 1,325.00 12.89 782.00 7.57 784.00 7.18

1.4 SPECIAL PROJECT GROUP 98.00 0.95 201.00 1.95 186.00 1.70

1.5 JOINT VENTURE BUSINESS GROUP 26.00 0.25 14.00 0.14 8.00 0.07

2. TRADING 4,263.00 41.47 4,507.00 43.63 4,362.00 39.96

2.1 TRADING BUSINESS GROUP 4,182.00 40.68 4,405.00 42.64 4,158.00 38.09

2.2 INTERNATIONAL BUSINESS GROUP 81.00 0.79 102.00 0.99 204.00 1.87

3. SERVICES AND OTHERS 745.00 7.25 693.00 6.71 704.00 6.45

3.1 SERVICE BUSINESS GROUP 690.00 6.71 639.00 6.19 633.00 5.80

3.2 FINANCE & ADMIN / OTHERS 55.00 0.54 54.00 0.52 71.00 0.65

TOTAL REVENUE 10,370.00 100.88 10,598.00 102.58 10,967.00 100.46

LESS RELATED TRANSACTION (204.00) (1.98) (333.00) (3.22) (191.00) (1.75)

ADD UNALLOCATED OTHER REVENUE 114.00 1.11 66.00 0.64 141.00 1.29

GRAND TOTAL REVENUE 10,280.00 100.00 10,331.00 100.00 10,917.00 100.00

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Board of Directors

ICT Business Group

Technology Business Group

Project Business Group

Trading Business Group

Audit Committee

Nominating & Remuneration

Committee

ExecutiveBoard

President

•BusinessCommunicationDept.•Telecommunication Network Dept.•LearningMediaDiv.•LoxleyWirelessCo.,Ltd.•LoxbitPlc.•ProfessionalComputerCo.,Ltd.•NetONENetworkSolution Co., Ltd.•DigitalScreenPlayCo.,Ltd.

•ConsumerElectronicsDept.•Printing&Advanced Technology Dept.•IntelligentCommunications Dept.•DataMiningCo.,Ltd.•LoxleyProperty Development Co., Ltd.

•BroadcastDept.•TransportationSystems Dept.•ControlSystemsDept.•PowerSystemsDept.•Environmental Business Dept.•PowerInfraDiv.

•ChemicalGroup•Construction Materials Dept. •Upcountry Business Dept.•PartsZone (Thailand) Co., Ltd.•LoxleyTrading Co., Ltd.

Internal Audit Dept.

Human Resources Dept.

Finance & Administration Group

Corporate Communication Dept.

Advisor


Corporate Structure

Joint venture Business Group

Service Business Group

International Business Group

Special Project Group

•AsiaSecurityManagement Co., Ltd.•OrientalPostCo.,Ltd.

•OnlineLotteryDept.•BP-Castrol(Thailand)Limited•ThaiFiberOpticsCo.,Ltd.•LoxleyGTECHTechnologyCo.,Ltd.•GuardfireLimited•Foseco(Thailand)Limited•BlueScopeLysaght(Thailand)Limited•BlueScopeSteel(Thailand)Limited•MuangThaiInsurancePlc

•International Business Dept.

•SpecialProjectDept.

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Subsidiaries’Organization Chart

ICT Business Group

Professional Computer 92%

L Hardware and Services 92%

Loxbit PA Plc 92%

NetONE Network Solution 92%

Digital Screen Play 64%

Thai Gateway 92%

Business Communication Dept.

Telecommunication Network Dept.

Learning Media Division

IT Group

Loxley Wireless 99%

Loxbit Plc 92%

Technology Business Group

Data Mining 99%

Loxley Property Development 59%


Broadcast Dept.

Transportation Systems Dept.

Control Systems Dept.

Power Systems Dept.

Environment Business Dept.

Power Infra Div.

Comsumer Electronics Dept.

Printing & Advanced Technology Dept.

Intelligent Communications Dept.

Information Technology Business

Property Development and Services


Remark : * Not yet started principal commercial operations

Special Project Group

Special Project Dept.

Joint Venture Business Group

• Online Lottery Dept.• BP - Castrol (Thailand) 40%• Thai Fiber Optics 40% • Loxley GTECH Technology 35%• Guardfire 30%• Foseco (Thailand) 26%• BlueScope Lysaght (Thailand) 25%• BlueScope Steel (Thailand) 25%• Muang Thai Insurance Plc 5%

Jago * 99%

Loxley Global 51%


International Business Dept.


Chemical Group

Construction Materials Dept.

Upcountry Business Dept.

Parts Zone (Thailand) 60%

Loxley Trading 50%


Asia SecurityManagement 69%

Oriental Post 50%

Security Services

Post Production Business

Nin Development Farm 51%

Societe Commerciale Lao 67%

International Agriculture Holdings 99%

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Board of Directors

Mr. Sukit Wanglee vice Chairman

Mr. Dhongchai Lamsam President

Mr. Pairote Lamsam Chairman

Mr. Sirin NimmanahaemindaIndependent Director

Dr. Supavud Saicheua Independent Director

Mr. Charoon Chinalai Independent Director

Mr. Poomchai Lamsam Director

Mr. vasant Chatikavanij Director

Mr. Suraphand Bhasitnirandr Director


Dr. Wissanu Krea-ngam Independent Director

Dr. Harit Sutabutr Independent Director

Mr. Suebtrakul Soonthornthum Director

Mr. Supachai Wanglee Director

Mr. Dusit Nontanakorn Independent Director

Mr. Suraphand Bhasitnirandr Director

Mr. Suroj Lamsam Director

Dr. Sompop Chareonkul Director

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Executive Board

Mr. Dhongchai Lamsam President

Mr. Suebtrakul Soonthornthum Senior Executive vice President

Lt. Suchin Baholyodhin RTNExecutive vice President

Dr. Jingjai Hanchanlash Executive vice President


Mr. Suroj Lamsam Executive vice President

Mr. Suraphand Bhasitnirandr Executive vice President

Dr. Sompop Chareonkul Executive vice President

Mr. Trichakr Tansuphasiri Executive vice President

Lt. Chalermchoke Lamsam Executive vice President

Mr. vasant Chatikavanij Executive vice President

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List of Management

SENIOR vICE PRESIDENT 1. MRS. SUGANYA VEERAKIATKIJ ADMINISTRATION & GENERAL AFFAIRS 2. MR. TIWA CHANGPINYO TRANSPORTATION SYSTEMS 3. MR. ANUSONE RUTHAIYANONT OFFICE OF THE PRESIDENT 4. MR. THONGCHAI KONGSAKPHAISAL CHEMICAL INDUSTRY 5. MR. SAKCHAI VEERASAKWATTANA CHEMICAL INDUSTRY 6. MR. PRASERT SHUSANG (PH.D) SPECIAL PROJECT 7. MR. NARISORN MANASPITI ONLINE LOTTERY 8. MR. THONGYAI CHANTHANAWAN BUSINESS COMMUNICATION 9. MR. CHAMNAN CHOTCOMWONGSE INTERNAL AUDIT 10. MR. SUPAT KARACHALKUL FINANCIAL MANAGEMENT 11. MR. PRASERT SUVITHYASIRI INTERNATIONAL BUSINESS

vICE PRESIDENT 1. MR. WIROTE LIMPANAWATTANAKUL TRANSPORTATION SYSTEMS 2. MR. KOMSON RUNGRUENSORAKARN CORPORATE COMMUNICATION 3. MISS PATRA LAOHAPOLWATANA INTERNATIONAL LEGAL AFFAIRS 4. MR. TIM TAK TIMMOTHY WONG BUSINESS COMMUNICATION 5. MISS NALINEE BIJAISORADAT INFORMATION SYSTEMS 6. MISS SARIPORN PRUKSATHORN ACCOUNTING MANAGEMENT 7. MR. NIPAT LONGSOMBOON TRANSPORTATION SYSTEMS 8. MR. SUTON RAKPRATHED BROADCAST 9. MR. SONGPOL KRITSANAPAN CONTROL SYSTEMS 10. MR. PATTARA POJANAPANICH BROADCAST 11. MISS PIYAPORN CHATUPARISOOT ONLINE LOTTERY 12. MR. NARONG AMORNRUANGPISA INTELLIGENT COMMUNICATIONS 13. MR. NIMIT PRASERTSUK POWER SYSTEMS 14. MR. SANIT RATANAVADI CONSTRUCTION MATERIALS 15. MR. DAWARIT TANSUPHASIRI (PH.D) HUMAN RESOURCES 16. MR. ANUCHA DUNGSIRISANGTHONG CHEMICAL INDUSTRY 17. MRS. SUPHATTRA BUSARAKUL PRINTING & ADVANCED TECHNOLOGY 18. MR. ARTHASITH KATANYUTANON SPECIAL PROJECT

ASSISTANT vICE PRESIDENT 1. MR. TAWEEWAT TACHAKUMTORNKIT ENVIRONMENTAL BUSINESS 2. MR. WERASAK PATTARAPAKORN TRANSPORTATION SYSTEMS 3. MR. WICHAN WITOONKITWANICH CHEMICAL INDUSTRY 4. MRS. SUDKANUENG MALITHONG OFFICE OF THE PRESIDENT 5. MISS MALINEE SAHAVONGJAROEN ACCOUNTING MANAGEMENT 6. MRS. KRUARMAS PUWATTANAVANICH FINANCE & CREDIT 7. MRS. WANIDA SANGKAEW CONSUMER ELECTRONICS 8. CDR. NIDKASEM PANYARACHUN BROADCAST 9. MR. PICHAI MOOPUTTARAK LEGAL & SECURITIES 10. MR. KASEM VICHACHEEVA ONLINE LOTTERY


Directors in the Subsidiaries Directly Owned by Loxley

SOCIETE COMMERCIAL LAO CO., LTD. 1. MR. SUEBTRAKUL SOONTHORNTHUM 2. DR. SOMPOP CHAREONKUL 3. DR. JINGJAI HANCHANLASH 4. MR. PRASERT SUVITHYASIRI 5. MR. VIPHET SIHACHAKR 6. MRS. SANGMANEE VIYAGATE

PARTZONE (THAILAND) CO., LTD. 1. MR. GRAHAM STORAH (MD) 2. MR. WACHIRA YONGYAI 3. MR. KEATTISAK IAMSRI 4. MR. PONGTHEP SURATTANAVONGKUL 5. MR. VICHAI PHANCHET 6. MRS. NATAKON SA-NGUANSIN 7. MR. WASAN WANICH

LOXLEY PROPERTY DEVELOPMENT CO., LTD. 1. MR. PAIROTE LAMSAM 2. MR. DHONGCHAI LAMSAM 3. MR. SUEBTRAKUL SOONTHORNTHUM 4. MR. VASANT CHATIKAVANIJ 5. MR. SURAPHAND BHASITNIRANDR 6. MR. SUROJ LAMSAM (MD) 7. MRS. SUGANYA VEERAKIATKIJ

LOXLEY GLOBAL CO., LTD. 1. MR. DHONGCHAI LAMSAM 2. MR. SUEBTRAKUL SOONTHORNTHUM 3. MR. SUPAT KARACHALKUL 4. MR.CHRISTOPHERSZEHOOLAM 5. MR. GERALD HIN TSUN TO 6. MR. KIM PUN WONG

LOXLEY TRADING CO., LTD. 1. KHUNYING CHATCHANI CHATIKAVANIJ 2. MR. PAIROTE LAMSAM 3. MR. SUPHOT WANGLEE 4. MR. DHONGCHAI LAMSAM 5. MR. SUEBTRAKUL SOONTHORNTHUM 6. DR. SOMPOP CHAREONKUL 7. MR. SURAPHAND BHASITNIRANDR 8. MR. PHEAT WANGLEE 9. MRS. KOSOOM SINPHURMSUKSKUL (MD)

LOXLEY WIRELESS CO., LTD. 1. MR. DHONGCHAI LAMSAM 2. MR. VASANT CHATIKAVANIJ 3. MR. THONGYAI CHANTHANAWAN (MD) 4. MR. TIM TAK TIMMOTHY WONG 5. MR. WERACHAI KITSIRISIN

JAGO CO., LTD. 1. MR. DHONGCHAI LAMSAM 2. MR. SUEBTRAKUL SOONTHORNTHUM 3. MR. TRICHAKR TANSUPHASIRI (MD) 4. MR. SANIT RATANAVADI

DATA MINING CO., LTD. 1. MR. DHONGCHAI LAMSAM 2. MR. SUEBTRAKUL SOONTHORNTHUM 3. MR. VASANT CHATIKAVANIJ 4. MRS. SUDKANUENG MALITHONG 5. MR. SUROJ LAMSAM 6. MRS. SUGANYA VEERAKIATKIJ

INTERNATIONAL AGRICULTUREHOLDINGS CO., LTD. 1. DR. JINGJAI HANCHANLASH 2. MR. PRASERT SUVITHYASIRI

LOXBIT PLC 1. MR. VASANT CHATIKAVANIJ 2. MR. SAKNARONG SAENGSANGAPONG (MD) 3. MRS. VANIDA VIRIYATHARANGKUNR 4. MR. TIM TAK TIMMOTHY WONG 5. MR. KENNETH WHITE 6. MRS. PUANGKAEW POJANAPANICH 7. MR. THAVISAKDI THANGSUPHANICH 8. MR. KITTICHAI RAKRAKANIT 9. MRS. VONGTHIP CHUMPANI

ASIA SECURITY MANAGEMENT CO., LTD. 1. MR. DHONGCHAI LAMSAM 2. MR. SUEBTRAKUL SOONTHORNTHUM 3. MR. CHUSAK BHACHAIYUD 4. ADM. TAVEECHAI LIENGPHBOON 5. AM. ADIREG SASTARARUCHI 6. DR. SOMPOP CHAREONKUL 7. MR. KARN THONGYAI (MD) 8. MR. SUPAT KARACHALKUL 9. MR.ZAMIRELDAR 10. MR. SHAI MEIRAV 11. MR. EHUD HERBST 12. MISS OSNAT LEVAV

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ICT Business Group

Introduction The Group has been separated into 2 business divisions, i.e., Telecommunications, and Computer products, where the Telecommunications Business Division is responsible for complete telecommunications infrastructure services, telecommunications equipment distribution, and wireless broadband internet services, while the Computer Business Division is responsible for financial and banking services, IT, and computer services. In 2009, the government sector has enforced the economic stimulus policies via various activities to increase the govern-ment sector purchasing power and maintain its growth during the decline in purchasing power of private sector. However, while outsourcing trend has been increasing the Group has been well prepared in order to maintain its sustainable revenue.

Business Communication Department

Scope of Products or Services The Department acts as a distributor and provider of various products and services ranging from design, implementa-tion, procurement, and system installation of following: • CommunicationSystemsincludingvoice,datanetworksystems, and contact center systems. The Department also provides overall IT solutions and maintenance for customers. The Department is currently the distributor and service provider for NORTEL, 3COM products. • NetworkSecuritySystemsprovidedtocustomersinboth government and private sectors. In addition, the Department is the distributor and service provider of McAfee, Tipping Point, Check Point, and Trend Micro. The Department also provides turnkey solutions to customers. However, its equipment procurement service for bidding or turn-key project is performed by importing equipment through distributor agreements while only a few types of equipment are purchased directly from the equipment distributor.

Market and Competition During this era of digital technologies, both government and private sectors have increasing demands for the latest technologies in order to increase their competitiveness and effectiveness in the marketplace. Security management is


excluding government entities, and supply chain businesses. The Department’s solid reputation, highly-valuable expertise, dedicated customer loyalty and trust, and lengthy business occupancy contribute towards our success and sustainable competitive position.

On-going Projects and Future Plans The Department is currently undertaking a few projects, e.g., the design and installation of fiber optic network for the Office of the Higher Education Commission’s ICT Network Educational Development project, and 2 satellite earth station maintenance projects for the Signal Department Thai Royal Army. The Department searches for new strategic partners who are manufacturers and distributors of telecommunication equipment to meet customers’ requirements on pricing and technology aspects. It plans to enter bids for tenders not only with government authorities and major state enterprises (Tele-communication Service Providers’ Segment) but also with any large organization with its own communication network.

Learning Media Division

Scope of Products or Services The Division has operated in the ICT training business whose courses of training have been designed and customized to fit with specific groups and can be applied in actual applica-tion. Beside the regular ICT training courses, “Train-the-Trainer in ICT” also provided to government and private sectors. In addition, the Division arranges seminars for government and private organizations covering all level of customers including children, youth, students, government agents, private employees, and retirees, as well as computer facility rental to subsidiaries and other organizations. The Division also administered the Old People Playing Young (OPPY) Club who has offered ICT training for its members since 2000 with over 3,800 members as well as other fun activities, e.g., sightseeing, invention, arts, etc. Other than those training courses, the Division has also emphasized on putting highly potential personnel with teaching experience into the coursework with modern software and hardware training facilities.

Market and Competition In general ICT training under highly competitive market, the service provider has to compete in both quality and price while the market for ICT training course for the elderly and senior executives is less competitive where the Division is focusing on. However, others competitor that the Division may have to pay attention to is social activities and health care activities for senior citizens which have a high impact on living style of these target groups. The Division has advertised via various media, e.g.,

another area that has attracted considerable attention. This has given the Department more opportunities to provide solutions and services to customers. Even though high competition in price and service with other local and foreign companies, the Department still has certain advantages over competitors. The Department has operated the business for more than 20 years and has main-tained a number of great customers that still rely and trust the Department’s top quality service. Moreover, the Department develops its skillful personnel consistently. Its staffs at different levels engage in training locally and overseas

On-going Projects and Future Plans The department is undertaking various projects, e.g., 6 telephone exchange systems for the Department of Disaster Prevention and Mitigation, telephone system integration for Sukhothai Thammathirat Open University, as well as several other telecommunications systems for the private sectors, e.g., SIP Trunk Connectivity project, Call Center Expansion project, and Hotel Telephone System Integration project. In the future, the Department expects to submit bids for major tenders in multi-channel contact center solutions, network security management, voice and data network installation & service, and unified communication system.

Telecommunication Network Department

Scope of Products or Services The Department distributes products and provides services in site survey, system design, procurement, installa-tion, test, commissioning and warranty for large scale telecom-munication systems including fiber optic, microwave, satellite earth station, mobile SNG and base station systems for mobile phones. The Department provides high quality imported and local products that meet customers’ requirements. In addition, the Department also acts as a distributor and installation & maintenance service provider for NEC and LG-Nortel PABX.

Market and Competition The competition in this business is quite high and has tendency to be more serious because of the government e-Auction regulations. The Department concentrates on tendering projects which some competitors are foreign suppliers. The Department emphasizes on service quality by providing suitable products which meet customers’ business and requirements, including an effective on time delivery even when the expenditure cost is a factor. The Department’s main customers include state enter-prises and the government sector. Its telephone systems or internal communication systems for medium-size organizations markets are hotel businesses, banking, other organizations

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enterprise customers.

Market and Competition The Company’s business policy is to offer products and services that fully meet customer requirements with legitimate facilities and resources for 24x7 after-sales services and support. Our customers range in various sizes from both government and private sectors. The Company has diverse sales channels and models to tackle the market including: direct, reseller, system integrator, subcontractor, etc.; all to gain solid positioning within the market. Our experiences and accountability excel us through the tough competition. We are also valued in continuous product and service quality improvement which always help us sustain our business growth and competitiveness till the present. Good relationships with satisfied customers grow our customer base continuously since the Company’s inception.

Future Plans The Company mainly focuses on business with high profit and continuous return, the business is expanding and contributing benefit to the public and nation. We also focus in providing fast and effective maintenance services to the customers. We are also looking forward to being part of CAT CDMA 51 provinces project such as RF Optimization and 400 base stations expansion etc.

Loxbit Public Company Limited

Scope of Products or Services The Company is a system integrator in Information Technology and Telecommunications field focusing on transaction automation, interactive voice response systems, electronic payment systems, electronic transaction for business development systems, Image Cheque Clearing & Achieving System (ICAS) and management, large computer equipment, data communication networks, data communication, transmission system, and payphone business. The Company provides procurement, installation and maintenance services. To gain the advantages in business competitive in IT and telecommunication fields, the Company’s products must meet the users’ requirement and international standards. Our support team are authorized from manufacturers to handle incidents and offer services in addition to performing as a distributor. In order to do a better support in this area, the Company has set up an applications development team for special requirements that support banking industry.

Market and Competition Due to the varieties in products and solutions, the Company’s prospects include banking, finance, and telecom-munication businesses which are government banks, commercial

newspapers, magazines, radio, television, and past customers, who may also introduce new customers, when the new training courses are arranged. Additionally, it also publicizes new training courses and activities through strategic partners, e.g., Muang Thai Smile Club of Muang Thai Life Insurance and other business sector related to health care activities.

Future Plans The Division has planned to expand its elder customer base through strategic partnership with state and private enterprises, e.g., ICT training for Thai citizen and vulnerable group including child, physical disability and elderly. Train-the-trainer in ICT subjects also provided to government and private sector. Besides ICT training, the division plan will be involved in research and development e-Learning and e-Portfolio system with related BU in ICT group.

Loxley Wireless Company Limited

Scope of Products or Services The Company is a subsidiary of Loxley Public Company Limited focusing in Telecommunication Business offerings which can be categorized into four major business functional groups as following: 1. Telecom Product: Key Reseller and System Integrator of Aastra PABX Enterprise Products (former name, “Ericsson PABX”) and Huawei Technologies Telecom (DWDM & SDH) products; with complete after-sales services like system installation and maintenance. 2. Wireless Broadband Solution & Products: Sole Distributor of Motorola MotoWi4 product lines including Canopy, WiMAX, Wi-Fi mesh and broadband Over Power Line. The Company also specializes in wireless transmission solutions and services such as Free Space Object (FSO), Radio Frequency Repeaters (RF Repeater) and Microwave. 3. Professional Service: Full suite of related professional services such as Project Management, Engineering Services, RF Design, Outsourcing Services and Certified Network-Quality Improvement for Cellular Network using various techniques such as network optimization to improve service quality, holefill toimprovecoverage,Repeater,Multi-carrierpoweramplificationand in-building coverage to serve indoor customers. The Company carefully selects its partners and vendors as well as highly-skilled & experienced staffs for each specific project. These are the main pivotal support for our position in the market place today; developing substantial customer base from our field-proven products and services that meet customers’ requirements. 4. Wireless Broadband : Having got type 3 of telecomlicense, the Company expanded its service as a Wireless Service Provider serving Internet Broadband, Voice over IP, Video Surveillance (CCTV), Virtual Private Network (VPN) to


banks, service providers and network owners in the government sector, state enterprise, and other private sectors. Competition in this business field is intense due to rapid changes in technologyand customer requirements. The products’ specifications and models must therefore be continuously updated in technology and market trend in order to meet and exceed market expectations. Moreover, the Company has more advantages over itscompetitors due to its wide range of technical expertise ranging from qualified technicians to highly effective and productive engineers. Loxbit’s well-defined organization enables it to respond to customers’ requirements swiftly. In addition, the Company’s emphasis on using suitable products and providing additional after-sales service continuously gains customers’ confidence and product loyalty.

On-going Projects and Future Plans The Company has Cash Deposit Machine and ATM installation projects for banks. Loxbit aims at becoming a one-stop shopping company which provides all necessary equipment and procedures for prospective and existing customers. Business outsourcing is another service that would be its focus for the future. Loxbit plans to provide services in communication and data management for organization security and identity management solutions. The Image Cheque Clearing and Achieving System (ICAS) and its management to support Bank of Thailand standard and document management systems are Company future plan. Besides being a trading company focusing on its own business, Loxbit is also looking forward to payback to society by creating CSR projects along with the subsidiary companies, partner from aboard and Loxley PLC. The continuing project is setting up IT facilities for schools in the rural area.

Professional Computer Co., Ltd.

Scope of Products or Services The Company offers total IT solution services includingdistributing, renting, and maintaining computer hardware, software, network and site preparation. It also offers consultancy services in Information Technology, develop application program and computer center management through its professional and highly qualified staff. It is a founder member of The Association of Thai Software Industry (ATSI), Software Industry Club of The Federation of Thai Industries and receives quality standards of ISO9001:2000 from Masci, CMM standard level 2, and other awards including IBM BEACON Award (2003). Moreover, the Company has been granted certification for the Maturity Model for Software (SW-CMM) Level 2 which was a world-wide software development standard in 2005. The Company also emphasizes upgrading its software development team to CMM level 2 and its IT Outsourcing

team to Information Technology Infrastructure Library (ITIL) Certifications. Presently, the Company’s staffs have completed more than 150 certifications within the IT field. We also plan to develop team to go SOA which becomes customers ROADMAP near future. PCC is contribute to help social by Creating Corporate Social Responsibility (CSR) projects by donating things to Buddha Mongkol Vittaya School at Uthai Thani Province project, and also provide computer knowledge about ICT and update the new Technology, and, also develop lecturer training for e-Learning course program there. Moreover, we also support the restructuring of the temple at Wat Srai Noi at Ayuttaya Province and also contribute to rebuild the toilets of The Cleaning Toilets Association in the rural area since 2006 till present.

Market and Competition Despite last year’s political conditions which have affected the Company’s business directly through the delays in purchases and service projects of the government sector, the Company still emphasizes offering standardized solutions and services and reasonable prices. The Company has policies that emphasize controlling product costs, delivery, including efficient management and continuously emphasizing employee professional development. The Company also selects products from manufacturers with quality standards such as IBM, HP, CISCO, Oracle, and Microsoft. Its prospective customers include the government sector,state enterprises, telecommunication businesses, healthcare businesses, and banking businesses. It offers services through delegated distributors and sales representatives.

On-going Projects and Future Plans Projects to be delivered are ‘Krung Thai Computer Services Project, the Comptroller General’s Department, and including the Revenue Department, Excise Department and Ministry of Finance The Company’s future projects need to operate computer training of Revenue Department & Student Loan Funds and also target network expansion projects of the Port Authority of Thailand in leasing Mainframe, Krung Thai Bank’s Application Projects are another prospects that would be focus such as : Database Consolidate Projects, Expand Data Warehouse Projects. Furthermore, the managements system at the Excise Department are also our Company future plan.

NetONE Network Solution Co., Ltd.

Scope of Products or Services NetONE Network Solution main business is Data Communication System Integration. We specialized in convegence of voice, video and data through Internet Network.This include design and consultation, acquisition, installation, managing,

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operate and maintenance of critical network and desktop systems for SME to large business enterprises.

Market and Competition There are many players in the market but we do stand out among the best because of our long successful track record that we provide our clients with professionalism and reliable product and solutions that works. We have worked with long term partners who are well known in Data Communication world like Cisco System, F5 Networks, Blue Coat and Microsoft etc. This, even though we do not enjoyed sole distributorship for any product we carry, we were able, with our good team, to differentiate our solutions to satisfy our customers. As Internet gains in popularity so was the need to build infrastructure and to manage and control it. This had become our specialty. We have many solutions to suit many type of clients from Carriers, Internet Service Providers, large enterprises and SME. We can help them to efficiently use their modern convergent network for their business to the fullest extent.

On-going Projects and Future Plans Our existing work-on-hands now is included TOT, PTT and many Network and Desktop outsourcing services. Our future development direction will be focusing on Data and Network Security, Unify Communication, Content management and to provide IT Outsourcing services. As of risk management, we have been very careful in approving client’s credit and not to invest in any new product until we can sell them. We need to keep the cost of selling low and only carry the sellable products in our stock. We have to be careful for any unnecessary investment and large size long-term projects that will be very difficult to close and politically sensitive.

Digital Screen Play Co., Ltd.

Scope of Products or Services The Company is subsidiary of NetONE Network Solution Co., Ltd and its main business is focuses on E-Education. It holds a contract with Rajabhat Pranakorn University to provide a one-stop service for student’s Internet and E-Education platform that can be accessed from the Campus Internet network. The Company has maintained a team of Multimedia and Technical experts at the University for more than 6 years.

Market and Competition The unique position of Digital Screen Play has been able to deliver both the E-Education platform and network know how to the fullest extended. Despite a rarely competition within this

industry, the customers’ dedication and trust to the Company’s services have assisted in the renew contract and its sustained competitive advantage for the Company.

On-going Project and Future Plans The future will call for more application to be co- developed by the University and the Company that will support and follow the government E-Education Initiative. Our future plan is to do Research and Development on Set-top Box equipment and E-Learning to make an affordable solution for Thailand education.

Mobile Innovation Co., Ltd.

Scope of Products or Services The Company provides Thailand’s first Real Time Fleet Management System services as an Application Service Provider (ASP) entitled Fleet Expert. This tracing and tracking technology combines GSM communication networks, GPS Satellites (Global Positioning System) and Digital Map technologies to enable call center monitoring of accurate location of fleet, text based fleet positions and information on existing conditions. The system permits authorized staff for real time monitoring fleets’ movements, driving conditions, driving distance with useful historical data with details analysis reports for fleet manager to plan and control vehicle maintenance, driver management, fuel management and safety driving management.

Market and Competition Its competitive strategy is focused not only on good-quality services and provision of reliable and constant services to clients, but also on appropriate and reasonable pricing. Work will, therefore, be based on and follow the direction of its clients’ requirements with a clientele base both in the private and public sectors. Its target clients range from entities which have a number of cars, such as logistics companies and retailers. Market competition focuses on pricing and various service strategy offerings.

Future Plans The Company focuses on providing management services and location monitoring systems for every category of logistics businesses including private vehicles and will be expanding its operations to neighboring countries with accessibility to GSM telephone signals. The Company will increasingly invest on procuring equipment and upgrading its various technologies to achieve better operational efficiency which should effectively meet and exceed its clients’ demands and expectations.


Technology BusinessGroup

Introduction The Group has been separated into 3 business divisions, i.e., Printing and Information Business, Consumer Electronics, and Real Estate & Services. In 2009, the Group became a 3G mobile service agent with additional revenue stream from mobile airtime. In addition, the Group is also confident to maintain another new sustainable revenue stream from its “VM Center” mobile sales shop space rental.

Consumer Electronics Department

Scope of Products and Services The Department is an importer and distributor of mobile handsets for every mobile phone system under the Company’s brand and is appointed by Sony Ericsson as an official after-sale service center for Sony Ericsson mobile handsets. In addition, in late 2009 the Department was nominated by TOT (Public) Co., Ltd. to provide 3G mobile service as a Mobile Virtual Network Operator (MVNO) where the Company has received Type I License from the National Telecommunications Commission (NTC) in order to provide 3G mobile resale service since December 2009 thus secure additional airtime revenue stream in the long run.

Market and Competition Currently, Mobile Business is facing technological juncture where data communications speed is key as well as higher variety of entertainment applications, e.g., video and music streaming, games, etc. As a result, 3G service with higher performance in data communications would create a new revenue stream from airtime for the Department as an MVNO where it plans to focus on data services rather than voice services, specifically for corporate uses.

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Future Plans The Department plans to distribute 3G mobile handsets to match with daily use through varieties of applications specifically designed for each target group. Other than that, the Department is also focus on service differentiation through data communication experience in order for its users to enjoy the high performance 3G system.

Printing and IT Department

Scope of Products or Services The Department conducts businesses within the printing industry. It acts as a distributor of printing machinery, equipment, parts for printing systems as well as provides maintenance, consultancy regarding pre-press procedures, printing procedures, and post-press procedures for customers. The Department imports and represents products from technology owners such as well-known Miyakoshi Offset Printers from Japan, fast and precise Kodak Versamark (KV)’s Variable Inkjet Printers from the Unites States and small size digital inkjet printers Its customers include government offices, and private companies with high volume of printing with variable data.

Market and Competition The Department’s strategies are geared towards ensuring highest quality for products as well as guaranteed services, and prompt response in troubleshooting problems for customers. Its main clients include both public and private sectors, which require fast and precise printing for immense quantities of print works. Its focus on selling directly to potential customers is the Department’s means to best meet the customer’s expectations and requirements. Printing requirement today has been migrated from black-and-white into variable data with color which can be seen in credit card statements and telephone bills. Demand for the digital variable Ink-jet printers are greater while there is not many supplies. While competitors opted for higher operating cost, our products would help save such expense in the long run. Such demands for color printing and operating cost advantage would serve the new customers well with efficient after-sales services for current customers.

Future Plans The Department aims at penetrating low-end and high-end markets by procuring various models and different types

of products. The Department plans to expand its sales of Digital High-Speed Color and completely fill the product gaps in government sectors, while offering smaller Digital Inkjet models in private market.

Intelligent Communications Department

Scope of Products and Services The Department is providing consultation and develop-ment in RFID technology for various applications by analysis and design of RFID solutions specifically for different industrial customers, e.g., Logistics & Supply Chain Management, Process Management, Service and Security, Farming and Livestock, Traceability, Intelligent Library Management, RFID Hardware distribution, RFID and Bar Code reading equipment by becoming an official partner with leading RFID manufacturers, e.g., Motorola-Symbol, 3M, and Silicon Craft.

Market and Competition Currently RFID technology is being utilized in order to ensure accuracy in business operation and cost reduction as key business strength. RFID standard has also been commonly used among businesses resulting in rapid transformation in domestic business operation to seriously utilize RFID technology and creating new RFID businesses as a result. The Department has developed its strategic plan and business objective targeting at being the RFID market leader by importing high performance and proven RFID systems in order to ensure customer confidence. In the mean time the Department is also focusing in testing, development, and consultation in troubleshooting the RFID application processes. Regardless of the domestic growth in industrial RFID use but there are only a few RFID providers resulting in less competition for the Department. Additionally, the Department is also providing the Traceability system for Kampangsaen Cows in the Kampangsaen Cow Breeder Cooperative, Kasetsart University making the Department to become the first to develop a complete RFID system in livestock traceability process in Thailand.

On-going Projects and Future Plans Since the Radio Frequency Identification (RFID) technology has been increasingly interesting and well perceived during the past years, the Department has offered RFID applications, including installation procedure, and tag and reader products


Operation Performance and Future Plans In 2009 the Company has renovated Loxley-Suapah Building into a mobile service center under VM Center project including real estate feasibility study in Bangkok and several regional provinces to maintain continuous revenue stream. In addition, human resource development and process development have been taken into account in order to fully provide customer service and to cope with real estate business expansion and total service solutions.

to increase process efficiency and meet customer demands in various fields during the research and development stage, e.g., RFID in Logistics, inventory management and distribution, manufacturing application development, document tracking, traceability system for industrial and agricultural sectors, RFID applications in livestock control and registration, and breeding improvement in conjunction with leading public universities and several related private entities.

Data Mining Co., Ltd.

Scope of Products and Services The Company has been operated in information technology business, computer system and accessory distribution, and related processing systems, e.g., specific application and data processing software, and system integration from core systems to complicated process design solutions under customer’s need.

Market and Competition The Company’s major customers are law enforcement entities, anticorruption agencies in both government and private sectors, including financial institutions where vital financial information is required for investigation to prevent money laundering and abusive terrorist activities.

Future Plans The Company has planned to propose solutions specifically for non-financial institutions who perform financial-related transaction in order to follow legal guidelines and suppress money laundering where financial-related businesses are enforced by such law.

Loxley Property Development Co., Ltd.

Scope of Products and Services The Company operates a real estate business, office space rental, and advertising billboard rental as well as cleaning services, office utility maintenance, and other related services including feasibility study of future real estate investment by performing applicable research, analysis, and reports for proper decision making while maximizing financial return.

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Introduction The Group is responsible for utility services, e.g., television and radio, transportation, power, electricity, water and waste management systems, by winning the auctions offered by the government, state enterprises, and private entities in Thailand and abroad including survey, design, installation, and implementation according to customer’s specifications as well as providing after-sales maintenance services and project consultation. In 2009, the government focused on the Strong Thailand 2012 (Thai Kem Kang 2555) Action Plan in order to raise quality of living among the Thais. Since the Group has offered its modern utility technology, data transmission, transportation, electricity, energy, and waste water management, it has continuously earned confidence among the government sector, state enterprises, and private sectors in order to manage various projects.

Broadcast Department

Scope of Products or Services The Broadcast Department operates as representative or authorized dealer of Television and Radio transmitter equipment also other equipment associated with television and radio broadcasting system such as Studio. The Department also operates as System Integrator for large biding projects. This includes designing, installation and construction of radio or television stations for government agencies, state enterprises agencies and private organization. The Department also cooperates with various agencies in providing technology, experimental and testing of digital television broadcast in Thailand. Most of the Radio and Television broadcasting products are technology products which are needed to be imported from other countries such as United States, Japan and European countries. However, some equipment can be manufactured and supply local suppliers.

Marketing and Competition According to the National Radio and Television Broad-casting Act of Thailand latest version, there is the possibility to move broadcasting technology to Digital Broadcasting. This will increase the broadcast capability from 1 program to 4-6 programs. This will help stimulate the customers to expand their business by changing to new technology. Therefore,



the potential in this business is still vast in future. Our customers comprises of government sector, state enterprises and private sector including Radio and Television broadcasting business, such as the Public Relations Department, Royal Thai Army Radio and Television, MCOT Public CompanyLimited, Parliament Radio and Television Station, Military Development Office and others.

Ongoing Projects and Future Plans Broadcast Department has projects which are under implementation and has plan to deliver in 2010, those are the Procurement of Television Transmitter of Television Thailand, Public Relations Department, The procurement of Radio Transmitter of Office of Secretary of the Parliament, the Procurement of Radio Transmitter of Army Air Defense Division, the Procurement of Radio Transmitter of Army Signal Department, the Improvement of Television Transmitter and Antenna of Army Television, the Studio and Transmitter Equipment Upgrade of central radio transmission room of MCOT. In future, the Department plans to expand its market in terms of products and services. The Department is currently do the research for new product and support focusing on the digital broadcasting technology, telecommunication and IT-based products, as well as searching for the possibility to joint venture with other private sectors.

Transportation Systems Department

Scope of Products or Services The Department provides services as a System Integrator in electro mechanics, E&M works including Railway Signaling System, Toll Collection and Traffic Control Systems. Most products are imported and integrated into a system for customers. The Department emphasizes the use of environment friendly equipment.

Market and Competition All government policies, which emphasize infrastructure development, especially road and railway transportation systems, have provided the Department with good business opportunities. The Department has undertaken projects for responsible authorities such as the State Railways of Thailand and the Expressway and Rapid Authority of Thailand (ETA). The Department has partnered with well-known international corporations (particularly European companies) which offer high quality technologies at reasonable prices. Since the Department’s product offerings require specialized skills and expertise, competition in this market has not been intense.

Future Plans The Department consistently follows up on government-

related plans and policies on transportation system developments, while continuously seeking out new business opportunities.

Control Systems Department

Scope of Products or Services The department provides the engineering and integrationservices in Automation control system and long-distances wide-area control system (Supervisory Control and Data Acquisition, SCADA) and Telemetry system for mega-sized public utilities and enterprises. The provided service is based on the total-solution and turn-key basis. Its business alliances are technology owners of the Control system and SCADA system which cover wide range of product, technology and applications. Thus, the Department can fulfill to the client’s needs and expectation.

Market and Competition Although, the service and market of the Department are special and limited, there is a high competition. The Department’s Strategy and Records are that we are only local Control and SCADA system service provider, especially for the mega-sized projects which will require sophisticated technology and project management experiences. Tendering is the only distribution/sale channel. However, the Department is approaching the key customers in becoming their long-term approved vendors.

On-going Projects and Future Plan Projects to be delivered in 2010 include the telemetry system for flood forecasting of Mae Klong river basin for the Royal Irrigation Department, and Renovation of the Control Systems for the Bang Pa Kong Combined Cycle Plant Block 4 for Electricity Generating Authority of Thailand. Power Systems Department

Scope of Products or Services The Department is engaged in business related to the power systems for both public and private sectors. Work under its mandate consists of system integration spanning a range of activities including engineering, design, product procurement, construction, and project management so as to meet customer requirements. Examples of activities include: construction and renovation of Electrical Substations, construction of Electrical Transmission and Distribution Line Systems, Construction of Underground Cables, Construction of Submarine Cables, procurement and installation of Electrical Substation Control Systems, Solar Electricity Generating Systems, Factory Electricity Systems, Building Electricity Systems as well as other electrical

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It provides consultation services on technical management including installation design, sale, installation and system maintenance services, which benefit the public. The Department selects highly experienced partners, manufacturers, and distributors by applying analytical and comparative procedures on their competencies in order to meet the market’s demands and customers’ requirements, consistently.

Market and Competition At the current market situation, competition in this market is very competitive and expected to be at a highly intense level; the Department concentrates on developing good relationships with its customers so as to maintain its solid customer base. Moreover, the Department partakes in small to medium size projects so as to expand its market coverage and increase marketing activities and performances by utilizing its skillful engineers and its contemporary technologies. The Department utilizes its direct approach strategies with customers in both the public and private sectors.

Future Plans The Department plans to focus on all environmentally related projects, in particularly in water supply businesses, wastewater treatment, hazardous waste treatment and waste to energy, including: concession projects of Water Supply Systems, Desalination projects, Construction of medium – size water treatment plants, Water Reuse System Projects, Operation and maintenance of Water & Waste Water Treatment System Projects, Wastewater treatment system projects for communities and industries, and other related projects.

Power Infra Division

Scope of Products or Services The Division procures, imports and installs high voltage transmission lines as well as offers other products to meet the clients’ requirements. It imports main equipment on a complete set basis and has other equipment produced domestically so as to provide integration services to its clients.

Market and Competition Its main prospective customers include state enterprises such as the Electricity Generating Authority of Thailand and others. The Division contacts prospects directly and offers quality products and services - with its high technical skilled personnel - at reasonable prices. This has granted the Division additional advantages over its competitors.

Future Plans The Division plans to expand to regional markets and other markets in neighboring countries.

system-related activities such as maintenance, system testing and consultancy services. The Department has good working relations with business allies who are domestically and internationally reputable manufacturers and distributors. With such cooperation from its various business partners, our solutions can be flexible and most suitable to meet our customers’ requirements and expectations.

Market and Competition The government has continued to invest in expanding the electrical and power distribution systems since they representmajor factors for the country’s development and people’s quality of living. Additionally, the private sector has shown greater interest for investments in electrical and power systems - hence, reason for numerous business opportunities. Moreover, the Department’s experience in this specialized business, its recent undertaking to introduce a quality service policy, and its highlyexperienced staffs have all contributed to the Department’s valuable reputation, status, and business potential. Our current key customers include the Provincial Electricity Authority of Thailand, the Metropolitan Electricity Authority, and the Electricity Generating Authority of Thailand. The Department offers services by submitting tenders as well as through direct selling to its prospects as a main contractor or sub-contractor. The system design, product procurement, and effective project management are the key areas of our expertise.

On-going Projects and Future Plans Projects to be delivered are construction projects of 6 electrical substations for the Provincial Electricity Authority of Thailand (PEA) and Supply and Installation project of Field Device Interfaces for PEA which will be completed by 2012. The Department plans to solidify its reputation in Electrical Systems’ procurement and installations, and in other power related activities such as energy replacement and management. The Department also plans to become a distributor of a full range of electrical and energy equipment so as to provide full coverage of power-related activities. In addition, the Department plans to expand its business more into the private sector which has business in energy field and industrial estates because these groups have tendency to increase investment continuously and issue many new projects.

Environmental Business Department

Scope of Products or Services The Department provides environment-related activities including environmental balance, waste or contamination resuscitation, especially in water supply businesses, wastewater treatment, hazardous waste treatment and waste to energy.


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Introduction The Group engages in manufacturing and distribution of consumer, industrial chemical, computer, and telecommunica-tions equipment products for education as well as distribution of construction equipment, tools, and services plus automobile services and other specialized procurement throughout providing Call Center service. During the past year under fluctuated oil prices and declining local economy are mainly affecting factors to the Group’s operation due to the decrease in local spending among business owners, organizations, and consumers. Consequently, the Group has promoted several product strategies with complete marketing tactics to entirely serve customer demand.

Chemical Industrial Group

The Group is divided into Sales and Marketing Depart-ment, Marketing Services and Logistics Department and Green Natural Products Co., Ltd. where supplies natural ingredient as kaffir lime essence .

Scope of Products or Services Chemical Group is the chemical products distributor for in-house and overseas manufacturers. The products are provided to domestic industries such as cosmetics, ceramic & glass, paint & ink, chemicals manufacturers, electroplating, food & pharma, feed & farm, lubricant, petrochemicals, rubber & plastics, textile, agrochemical, cleaning and others. Moreover, we exports local chemical products and imports other chemical which are treated as value-added products under our own brands especially, cleaning commodities. Furthermore, we also provide contracted manufacturing services and product formula development services to its contractors. Our group directly distributes the commodities to both manufacturing factories and through its distributors. The Depart-ment’s solid and long reputation, its good suppliers, and the highest quality of its products have all contributed to its well-competitive position within the market and among its customers. Group has not only searching for environmental friendly

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High-Technology as Green Products but also looking for products which met international standard for instance REACH regulation to respond to environmental friendly policy.

Market and Competition As most of our products are imported, the main factors which affect the cost and sales price setting are the exchange rate, the transportation cost including the fluctuation of fuel price. As the factors mentioned, our group has strictly policy to control and manage all risk especially exchange rate and logistics to make the best efficiency. However, our group is characterized by its experienced sales teams and executives, long term business expertise, good service management, and its solid reputation within the industry. Its strategic practices are well-grounded in pre and after sales services and its product offerings are well selected to meet customers’ satisfaction and expectation.

Future Plans The Group plans to become a direct manufacturer in order to ensure its sales team has enough product varieties.

Construction Materials Department

Scope of Products or Services The Department functions from acquiring, marketing through servicing and installing the product regarding the construction sector in 2 categories; Building Envelope products, and Mechanical and Electrical products. The first category are Lysaght products consists of the color-coated steel roofs and walls, steel decking, and aluminum composite panel, and the Mechanical and Electrical products include elevator and escalator, smoke ventilation system and louvers, building maintenance unit and also home automation systems. Furthermore, the Department puts the best effort to improve our products which save the environment and energy. The Department’s portfolio currently ranges from quality domestic products to world-class imported brand, and still continuously improves our service with an intention to create a better customers’ satisfaction by sourcing for new products and services by means of more advance technology, higher quality and environmental friendliness.

Market and Competition Currently, the construction material market’s competition is highly intensive, especially in pricing rivalry by the local manu-facturers and imported products from China. As a consequence, the Department strategizes as a provider of the wide selection

of construction solutions to serve each specific requirement of projects along with additional services from designing, consulting and installing in order to expand the business opportunities. As the Department now servicing both private and public sectors, the direct marketing and sales are applied by cooperation of the marketing team that functions as a customer approaching and product presenting forefront, and the sales team that service customers in commercial and other detail issues.

On-going Projects and Future Plans The Department, currently, is carrying several ongoing projects including GFPT new factories and new MRT red line from Bang Sue to Taling Chan. Although there is a sign shows recovering of an economy but still the negative factors were foreseen. The Department is working intimately to clients with large construction projects, also servicing many coming development from design stage, in order to secure the achievement. In addition, the Department aims to be one of the leading construction materials’ providers in Thailand with the plan in acquiring new high technology and environmental friendly product that able to create more market opportunity for the Department.

Upcountry Business Department

Scope of Products or Services The Department’s central and regional offices provide rental services and distribution for computers and telecommu-nication equipments to both government and private educational institutes nationwide. Its services include network installation, maintenance and reparation of office equipments. Moreover, the Department distributes various products such as software for e-Learning Management, Authoring Tools, e-Class Room, and PC Management in order to introduce new projects for its target group in private and government sectors and to apply them for educational management and asset management. Most of the Department’s products are both imported and are manufactured in the country. Moreover, the Department has in-house suppliers for each of its products which thereby prevent some complexities of procurement. The Department employs the strategy of issuing purchase orders to its suppliers whenever it has received orders from its customers. This is to ensureallorderstofulfilltherequirementswhichtherebyreducesome costs associated with excess inventory.

Market and Competition The Department’s products are necessary for educational


market to be applied to every educational institution. It has resulted in a highly intensive competition within the industry. Especially, the small competitors focus on underbidding that causes the business obstacles. However, the Department enables its customers to increase their confidence and reliance in its products and services due to the Company’s stability, high quality of products, excellent services after sales and reasonable prices in order to meet and exceed customer satisfaction.

Future Plans The Department plans are to procure new quality products and offer good and reasonable prices to its customers. It also aims to explore new markets in government sectors in order to increase sales volume such as Stimulus Package 2 or SP 2 (2010-2012) – many budgets for Educational equipment.

Loxley Trading Company Limited

Scope of Products or Services The Company is a distributor of leading consumer products such as “Cook” cooking oil, “Nong Pho” UHT milk, “Tra Chang” fish sauce, “Greennut” crispy green peas, “Sealect” canned tuna, “Raming” organic tea, “TEA TREE” and “Scacare” skin products. The Company joins with the “Office of small and medium enterprises promotion” to promote OTOP and SME products. Its distribution channels include: wholesales, retail sales, modern trades, convenient stores, hotels, restaurants, and others. Moreover, the Company penetrates the market to customer’s places such as office buildings, educational places, government offices, and factories, etc. The Company focuses only on high quality products for the most customer benefit. The Company procures only good quality products so as to guarantee customer satisfaction. Moreover, the Company engages itself in continuous research and development procedures on its food and cosmetic products so as to support rising customer demands.

Market and Competition Regardless of the global economic recession causing fierce competition in 2009 especially for consumer goods in terms of price and distribution channels where wholesales compete with modern retailers. However, the Company never stops driving and collaborating with manufacturers in order to design marketing strategies along with continuous marketing promotion and events in order to closely and effectively retain existing customers.

Future Plans The Company has strived to acquire quality products to

fill in its portfolio including as a distributor or as its own products in order to cover all wholesale and retail customers’ demand. Apart from domestic market, the Company also plans to expand its business internationally by starting in neighboring countries and into other countries afterwards.

Partzone (Thailand) Company Limited

Scope of Products or Services The Company distributes vehicle spare parts and motorcycle spare parts of the After Market as well as equipment and tools for vehicle services, industries and other uses. Products offered are from its sole distributorship agreements and authorized distributors. Nevertheless, the Company stresses gaining sole distributorship rights for any product it considers suitable for its own marketing and pricing activities. However, for popular and highly needed products with many distributors, the Company will still pursue such orders in order to meet the exceeding demands of such market segment.

Market and Competition The Company upholds the policy to generate controllable distribution channels such as its retail outlets, dealers, direct sales, or sale representatives. The Company has wholesale representatives throughout the whole country. For retailing business, the Company distributes thru its 3 branches. In the After Market of Car Parts and technical tools, there are a large number of direct competitors, family businessis mostly. The indirect competitors are manufacturers and importers. With the Company’s experienced personnel, clear business strategy and supports from major business allies, it ensures that its business will grow as planned. In addition, the Market has high potential according to the climbing growth rate of car and motorcycle sale. The Company’s prospective customers are providers of repair and maintenance services for cars and motorcycles. Referring to vehicle spare parts, vehicle technology has not changed drastically, except new car models. Nowadays, there are many spare part manufacturers and the Free Trade Area policy of the government brings more distributors in the country. Then, the Company needs to expand its area coverage and to become a market leader.

Future Plans The Company plans to appoint intensive sales force to well cover all market segments in Thailand. The term of new market development, the Company plan to develop into commercial market including Modern trade-Hardware, Technical College, Bus and Truck, and Industries.

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Introduction The Group offers security services at an airport, office buildings, hotels, hospitals, and home security systems, as well as in media, education, and entertainment business. During the past year, having been affected by political uncertainty and economic slowdown, the Group has adjusted its spending and expanding its services into related areas.

Asia Security Management Co., Ltd.

Scope of Products and Services Asia Security Management (ASM) Co., Ltd. is a joint venture between Loxley Public Co., Ltd. and ICTS Europe Holdings B.V., who is a world leading security service provider in more than 45 airport facilities in 20 European countries. ASM is providing security services at Suvarnabhumi Airport for Airports of Thailand (Public) Co., Ltd. since 2006 until present. Additionally, ASM is also the sole distributor in Thailand for innovative security-related products such as: Site Management Utility and Patrol System (SMU), which is a web-based solution specifically designed for security personnel at different locations with patrolling system. The system can provide complete security operations, e.g., job setup and monitoring, time attendant system, incident reporting system, wireless monitoring system, statistical analysis system, and territory management system. Eagle, which is an incident drill software specifically designed to train image analyzers by mimicking over 5,000 random X-Ray images of various types of luggage. Eagle has assembled all the necessary information into a unique Computer-Based Training (CBT) technology.


Market and Competition Economy crisis and the overall competition for both local and international are severe due to the increasing growth and demand of post production business. Our strategies gear towards diversifying our services to suite with client’s require-ment in terms of their budget and time. The Company’s team deals directly with the clients mainly from production house, advertising agency and film production. Its talented artists work together with clients during the preparation, shooting and editing sessions. The team also provide pre-production consultant in order to meet the client’s requirement accurately. This is one of Oriental Post’s core competencies.

Future Plans Oriental Post always expands and develops new business to new market. The Company seriously explores the post production business in the high potential market such as in Vietnam. Increasing market share in post production service by introducing HDTV, and Digital Theatre with various format also one of Company’s plan. The editing suites will be expanded to include more intensive data transmission and greater capacity of hi-speed transmission network in our secured SAN (Storage Area Network) which is now become the most important to run the facility efficiently.

Market and Competition The Company has been growing and continuously expanding its security services for both government and private sectors, e.g., aviation business, hospitality business, department stores, financial institutions, industrial business, service providers, and office buildings.

Future Plans With extensive experiences along with ISO 9001:2008 quality management guideline, which focuses on management and service standards including documentation control and storage, preventive planning, recruitment and training, effective work processes that bring customer satisfaction under quality policy of “Thriving to be an Asia-Pacific leading security service company with quality operation by professional crew that brings customer confidence.”

Oriental Post Company Limited

Scope of Products or Services Oriental Post specialized in the post production business of television commercial and feature films. The Company has post produced television commercial, documentary, feature film for local and international market. With the growth and development of technology, The Company provides one stop service solution that include film develop and processing, telecine transferring, color grading, offline and online editing, visual effect creation, compositing, 3D animation and kinetransfer service. Asia’s first Digital Intermediate Colour Grading Theatre is also part of our services. The Company constantly upgrades equipments to follow the latest technology in the post production industry. It has also formed an alliance with Hollywood’s E-Film and the Deluxe Entertainment Services Group to offer an enhanced Digital Intermediate Service workflow and to catch up with the latest trend in Hollywood. This alliance makes the recognition for Oriental Post through the international awareness. Oriental Post Co., Ltd. has expanded our post production service in the growing market area in Vietnam with highly demand from production house and agency. We aim to provide full operation service in Year 2010.

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International Business Department

Scope of Products or Services The Department is an exporting various types of products to overseas markets having Shrimp feed as its main product. It also a distributor of telecommunication products such as fiber optic cables mainly to the Vietnamese market. Moreover, the Department acts like international marketing arm of the Group.

Market and Competition The highly competitive market in Vietnam as well as the recent surge of the Thai Baht has affected the export business significantly. One of the primary principles of the Department is to maintain the quality of products and services both pre and after sale in order to ensure the most satisfaction from its customers. Moreover, the on-time delivery of its ordered products always leads to increasing trust and confidence from its customers. This has allowed the Department to expand its business growth continuously. The Department constistantly pursue its policy of expanding international trade of the Group.

Future Plans Based on its past the Department plans to expand its business focus to Mekong basin, focussing on agriculture products, agro-industry, market of high quality industrial products focus on the contracted farming segment as well as the procurement of quality-based ICT products to customers.


Special Project Department Scope of Products or Services The Department supplies, provides installation, main-tenance and after-sales service for specialized, electronic equipment and systems. Most products requires specialized skills and high level of technology, so products are mostly imported from highly-reputable and well established companies in the USA and European countries. Some products are locally purchased while others such as software applications are developed in house by the Department. The Department has always focused on providing products that meet customers’ requirements and put importance on good long-term relationship with customers. Moreover, it has also focused on providing first class after-sales services while ensuring no surplus products that would eventually affect the environment.

Market and Competition The Department’s target customers are mostly govern-ment agencies, military and police authorities as well as other organizations involved in various communication and security technologies. Direct approach strategies to prospective customers on a project basis have been the mostly-used distribution channel. To respond to customer needs and satisfac-tion, the Department always researches and develops products to keep up with advancement of technology. Competition within this market is moderate since the Department’s products and service are within highly specialized fields. Any competition in these fields would be based on technological expertise, readiness of information, sales strategies, customer care, in addition to good relationship with customers. The market trend mainly depends on the allocation of government budget and whether the suitable products are represented. Meanwhile, the overall economical situation has slight effect on the business operations because the products and services offered are in highly specialized fields which are somewhat niche.

On-going Projects and Future Plans The Department is undergoing a project for the Royal Thai Navy to provide and install airborne sonar systems and overhauling radar systems for the Royal Thai Army. Both projects are expected to complete in the 3rd quarter of 2011. Moreover the Department is currently assembling low-bed semi-trailers for the Royal Thai Army, with delivery expected in early 2010.

SpecialProject Group

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Joint ventureBusiness Group

Introduction The Company’s investment policy aims at partnering with businesses that exhibit a high growth potential, which should thereby enhance the core competencies of the Company’s subsidiaries. The Group has invested with local and international operators including online lottery, manufacturing and distribution of steel roof products, steel forging chemical products, fiber optic cable, engine oil, security system, and insurance services. In 2009, the Group has performed satisfactory earnings with strong growth although except the Online Lottery project where an agreement was made between the Government Lottery Office and Loxley subsidiary in 2003 and still pending official sales as specified in the contract.

Online Lottery Department

Scope of Products or Services The Department is a subcontractor of Loxley GTECH Technology Co. Ltd who is the Online Lottery System Service provider to the Government Lottery Office (GLO) under the Lottery System Service Contract (signed on 29 July 2005). The subcontract services performed by the department include site preparation, lottery systems installation, telecommunication networks implantation, installation of 12,000 lottery terminals, Lottery system operation, training and support retailers. The duration of the contract along with monthly service payment is 5 years starting from the 1st day of Commercial Launch. By the end of 2006, around 7,000 terminals were installed throughout the country and ready for commercial launch. However, there are several issues, mainly related to legality, that GLO has to postpone the launch. The present issues in 2009 are legal and social impact/remedy issues at which GLO is trying to resolve. In the meantime, the department must maintain and prepare the systems for commercial launch when GLO permits.


Loxley GTECH Technology Company Limited

Scope of Products or Services The Company is a Joint Venture between Loxley Public Company Limited group and GTECH Corporation group. It is the provider of the Online Lottery System Service Contract for the Government Lottery Office (GLO). The contract includes design, procuring, implementing and operating the Online Lottery System. The System consists of the two Data Centers (one for primary and the other for backup), an online communication network system, and 12,000 lottery terminals at the GLO’s authorized retailers country-wide connected online real time to the Data Centers. The Online Lottery System is provided by GTECH Corporation of USA. It is a global IT company and the world’s leading full-service lottery provider. GTECH designs, installs, operates, and supports complex computer and telecommuni-cations systems for lotteries around the world, including many of the largest revenue-producers. GTECH has more than 100 customers on six continents.

Market and Competition The Company is currently working with the GLO to ensure Online Services are launched at the earliest possible opportunity.

On-going Projects and Future Plans Currently, the Government Lottery Office has accepted the online lottery game systems and terminals from the Company and will determine the online lottery sales launch date in the future.

BP - Castrol (Thailand) Limited

Scope of Products or Services The Company has partnered with BP Oil from the UK to jointly form a business, which operates as a manufacturer and distributor of engine lubricants under the trade name of “CASTROL” and “BP”. While both products have different market potentials, they are both well-perceived and renowned. The Company used raw materials from various sources within the country; it continues to produce high quality products that meet customers’ demands and expectations. Moreover, the Company engages itself in continuous activities to develop new products as well as ensures its existing ones highly meet customers’ requirements. Meanwhile, the Company consistently improves the qualityof distribution channels (using distributors as the primary

channel) in order to facilitate smooth, accurate, quick and easy delivery to the customers and end consumers.

Market and Competition Lubricants market in Thailand is highly competitive. Competitors have continuously deployed ‘price cutting’ strategies,promotion activities, and mass advertisements. The top 5 lubricant companies in Thailand include PTT, Shell, Caltex, Exxon/Mobil and BP - Castrol (Thailand) Ltd. These companies represent 65% of the market while the remaining 35% belong to smaller competitors, around 200 companies. As one of the leading companies, the Company has continuously reviewed the growth agenda and business strategies in order to sustain the competitiveness in the market while upholds the principle of providing the superior quality products and service offers to customers and consumers. The target customers include land and marine transportationbusinesses, industries which utilize heavy machineries, as well as any party that employs transportation vehicles.

Future Plans The Company’s goal is to win in lubricant globally. The key strategy to drive future growth is to win in workshop channels (both cars and motorcycle) through the strong customer relation-ship and differentiated services and product offers provided by the Company’s branded workshop (service centers) operating under the name “Castrol Auto Service” and “Castrol BikePoint”.

BlueScope Steel (Thailand) Limited BlueScope Lysaght (Thailand) Limited

Scope of Products or Services BlueScope Steel (Thailand) Limited and BlueScope Lysaght (Thailand) Limited are joint venture companies between Loxley Public Co., Ltd. and BlueScope Steel Limited, an Australian leading world leader in the coated steel business, which has largest investment portfolio in Thailand. The Companies manufacture and distribute zinc coated steel, prepainted steel, and aluminium/zinc alloy coated steel. The Companies’ steel production plant located at Map Ta Phut includes metallic coating lines and painting operation. Presently, the Companies is the sole manufacturer anddistributorofZINCALUME,thealuminium/zincalloycoatedsteel, which has the excellent barrier protection of aluminium, the cathodic protection of zinc providing cut edge protection providing up to four times the life of galvanized steel. CRP ANTIBACTERIAL WITH FOODGRADE, another innovation, is a prepainted galvanized steel product specially designed for cool room panel application to serve the food industry. The productis designed to meet USDA food grade requirements and

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provide a long life in damp cool room environments. Moreover, the Companies are leading modern coated steel manufacturers for building and construction industries, including roll-forming manufacturers for building construction and structure work of pre-engineered buildings.

Market and Competition Due to the world economic crisis, steel price has been continuously increased since the first to the third quarter under to price fluctuation. However, it has been sharply declined during the fourth quarter. Hence, the domestic market has been declined under higher competition. As a result of slower economy from political influences, some of the government mega projects have been postponed causing deceleration in retail investment. The Companies’ market strategies has been refined to promptly serve the demand in the market on providing more range of products offering and providing a solution to the Turnkey Project with pre-engineering buildings and Ranbuild (small pre-engineering buildings) with cost efficiency. International market has been in similar situation due to declining economic growth in the world country leaders caused by the United States financial institution crisis. However, the Company’s products offer specialized characteristics according to industrial customers resulting in competitive advantage and an increase in market share of international exports.

Future Plans The Companies plans to increase their proportion in the in-house construction material market especially due to their new outstanding products, which continuously meet customers’ requirements such as ZINCALUME, the aluminium/zinc alloycoated steel and CRP ANTIBACTERIAL WITH FOODGRADE, prepainted galvanized steel CLEAN COLORBOND with a wide range of colors. The Companies intend to do research and develop their products continuously.

Thai Fiber Optics Company Limited

Scope of Products or Services Thai Fiber Optics Co., Ltd. (TFOC) is a joint venture between Loxley Public Co., Ltd. and Bangkok Telecom Co., Ltd., a leading copper telephone cable manufacturer in Thailand under the fiber optic design and manufacturing technology supervision from the world leader Furukawa Electric Co., Ltd. of Japan meetingor exceeding International Telecommunication Union (ITU) G.652 D standard for its Single Mode fiber Multi Mode optical fiber, which supports future application to avoid unnecessary replacement. Moreover, the Company has also prepared to produce fiber (G.657A) indoor cable with small curve as well.

In addition, the Company has been aware of the environ-mental impact thus follows the ISO 14001 standard in its design and production processes. It also received the ISO 9001:2000 and ISO 14001:2004 certification from Bureau Veritas (BVQI), a renowned international organization.

Marketing and Competition There has been an installed 3G infrastructure expansion in Thailand including indoor and Outdoor Broadband Internet. Transmission of multimedia content usage in high-technology equipment would mainly require fiber optic medium. Therefore, the Ministry of Industry has revised industry standard for fiber optic cable manufacturers and importers in Thailand to be granted a license under the Royal Decree. The Company prepare to granted new license to manufacture all types of fiber optic cables to meet customer demand in Thailand. The Company has been manufacturing and distributingits products for government, offices and state enterprises, e.g., Ministry of Interior, Department of Highways, TOT Public Co., Ltd., CAT Public Co., Ltd., Metropolitan Electricity Authority, Electricity Generating Authority of Thailand, Advance Info Service Public Co., Ltd. The Company has been supported by its parent company to oversea ASEAN market with exports to Vietnam, Singapore and Indonesia as well as to Middle East by Furukawa subsidiaries around the world with annual increases of sales target from Furukawa. Under high domestic demand, there is not only high competition within domestic competitors but also from newcomers who import their products from the United States, Europe, Japan, Korea, China, and India. Most of the competitors would mainly exercise their price advantage as their marketing tactic whose inadequate quality and infrastructure instability would affect customers who experience shorter lifespan, higher maintenance, and unnecessary replacement investment eventually. This has caused not only customer loss but also national losses. The Company has instructed its customers to realize their investmentactivities, proper product utilization to meet with specific requirements.

On-going Projects and Future Plans The company has remained undelivered UNINET Project that Loxley Public Co., Ltd. got award. The products value is 81 Million Baht within 3 years. The Company has been continuously developing its products to meet with customer’s requirement and budget. Such innovating product strategies include smaller size, light weight, and cheaper services. However, the investmentof FTTX indoor and outdoor products to serve Broadband customers is ready for the market.


Support Units

Finance and Administration Group

Functions and Responsibilities The Group is responsible for financial, accounting, and administrative operations of the Company as well as legal issues and Information Technology systems. The Group is comprised of a Financial Management Department, Accounting Depart-ment, Administration and General Affairs Department, Finance Department, International Legal Affairs Department, Legal and Securities Department, and Information Systems Department.

Preceding Year’s Performance and Future Plans In 2010, the Group has followed the generally accepted accounting standard guidelines of Federation of Accounting Professions for all of its accounting activities including its financial liquidity and fully utilized every financial instrument to effectively manage its financial capital. It also collects customer information for other business units as a decision making tool in sales activities in order to prevent risks as well as for debt collection performed for them. In addition, the Group has also carried out effective inventory management to control its circulation at a proper level and to support other departments in providing information and analysis for efficient management processes including project monitoring from the auction process until its completion via information technology system. In 2010, the Group will continuously focus on supporting activities for other business units especially in financial operations as the Company currently proceeds with its ongoing projects and pursues several new projects through the government’s Stimulus Package policy. Consequently, prudent cash management and proper negotiation technique have to be realized in order to gain optimal financial capital management for the Company.

Administration & General Affairs Department

Functions and Responsibilities The Department is responsible for the procurements of assets and consumables as requested by other segments. Its responsibilities include: recruiting services, custodians, security services, transport supply, and maintenance and managing system utilities including electricity, water supply, telephone services. In addition, the Department is responsible for the Company’s yearly asset inspection and insurance.

Preceding Year’s Performance and Future Plans The Department provides services to other departments as its customers. It operates services carefully, explicitly and

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strictly according to the Company’s rules and regulations in order to gain the accurate, fast, effective, and economical operation by adopting the Participatory Energy Conservation Concept for the Company. The Department has integrated suitable technologies with its idiosyncratic work processes so as facilitate a better operation. The Department has strived to develop its operations by utilizing modern technology to increase efficiency in daily operations and services, e.g., department expense report through e-mail, online bills for telephone, maintenance, information, notice, news, In 2010, the Department will focus on providing quality and standard in services in order to continuously support all departments as well as to progress in the Participatory Energy Conservation Project.

Internal Audit Department

Functions and Responsibilities The Internal Audit Department is an independent unit whose responsibility is to audit, regulate, and verify the adequacy of the Company’s and its subsidiary’s internal control processes, efficiency operations, Company asset protection to comply with related laws and regulations, monitoring transaction recording and financial report credibility, providing suggestions, verification of related transactions and information disclosure, and other audit assignments including consultations, analysis and evaluation of operations, as well as audit monitoring to ensure efficient and effective vital operation processes to meet the objectives of the Company and its subsidiaries.

Preceding Year’s Performance and Future Plans The Internal Audit Department has performed auditing, monitoring, and control activities, including consultation of accounting and tax issues for other Departments in the Company and its subsidiaries, and monitoring of related transaction by conducting precise control and reporting process to ensure the Company’s compliance with the rules and regulations set forth by the Securities and Exchange Commission and the Stock Exchange of Thailand. It also provide assistance and support for other departments’ work processes in order to obtain proper internal control activities to meet with Company objectives where control processes must comply with the Company regulations and legal guidelines. Additionally the Department has also participated with other departments to develop a corporate risk management system to increase corporate efficiency and carry out proper and efficient subsequence risk management activities while accepting suggestions and comments from external auditors in order to increase the Company’s operation efficiency. The Company values continuous internal audit systems as a Good Corporate Governance principle with the Internal Audit Department serving as the core vehicle to properly encourage and control internal work systems.

Corporate Communication Department

Functions and Responsibilities The Department’s responsibilities include conducting and

supporting public relation activities, manage marketing and social work, and publishing significant company-related media such as the Company’s yearly calendar, website and other creative material.

Preceding Year’s Performance and Future Plans In 2009, the Department had public relation work and marketing-related activities that supported other business units continuously including: the Online Lottery Project, Security Services Project for Suvarnabhumi Airport, as well as introducing new business channels for Trading Business Group. The Department was also responsible for other creative activities (printing media) as well as organized other internal and external activities such as, the Company’s golf club, staff club, welcome parties, photographic service, conferences; and organized social activities with external agencies. In 2010, the Department will continue to provide services to business units in the Company and its subsidiaries. It will focus on public relation activities, promotion of marketing-related activities as well as mass media connections.

Human Resources Department

Functions and Responsibilities The Department is responsible for human resource management and development. It provides advice on remunerations and welfare management, recruitment, setting human resource strategies, especially planning and personnel development in order to meet the Company’s mission and vision. The Department focuses on adjusting plans according to the current business situation and competition, emphasizes on proactive strategy and takes advantage of IT-related technologies.

Preceding Year’s Performance and Future Plans During 2009, the Company aims to implement Broad-banding and Competency Model in order to help improve our efficiency and effectiveness in terms of human resources management. The Department has been active in personnel development. It aims at increasing skills, knowledge, and abilities in the current job as well as prepare for the personnel’s future growth. It has carried on internal communication activities and staff relation activities using various methods in order to encourage participation and communication amongst staff. Examples of such activities include: health education activity known as the “Health Update”, and dharma lectures also referred to as “From Office Desks to Dharma Court”. The Department also emphasizes succession planning (especially at management levels) so as to ensure the Company’s business and operations run smoothly. In 2010, the Department will continue a focus on personnel development both at the management and operation levels. It will set competency map, job evaluation, career development and link with compensation scheme. Moreover, the Department aims at carefully and selectively combining personnel effort among the Human Resources Department in the Loxley group in order to induce increases both in efficiency and effectiveness.


Risk Factors

Risk Factors in Business Operations

•Corporate Customer Dependence Risk

The Company realized that the loss of corporate

customers will immediately result in a sudden decline in

revenue, e.g., projects with government, state enterprise

projects, or long-term private companies. Therefore,

the Company planned to prevent such clustering by

expanding customer base including creating products

or technologies to better meet with customers’

demand as well as maintaining its workforce’s efficiency

and expertise.

•Distributor Risk

The Company has been a well-known distributor

for domestic and international product / technology

manufacturers as well as commodity products that

resulted in being somewhat dependent on such

manufacturers. In order to mitigate such risk, the

Company tried to negotiate and convert itself into a

sole distributor. If any foreseen products can be

developed locally with continuously strong growth, the

Company would cooperate with such manufacturers

to co-develop further opportunities.

•Credit Risk

The Company has a cautious credit authorization policy

where most trading accounts are government entities

whose bad debt is infrequent although sluggishly

due to economy situation and government payment

processes. However, debt collection in private sector

remained under close supervision and tighter

measures. Any debtor with long outstanding payment

will be suspended or reduced the credit to avoid

further risks. It also expedited debt collection by

Legal Department where various measures have been

specified including compromising with customers to allow

possible payment until legal execution process where

debtor’s property will be seized as disbursement.

Risk Factors in Management •Human Resource Management Risk

The Company realized that recruitment specifically

for exact jobs is key to human resource management

to ensure company’s effectiveness and efficiency.

Additionally, the Company intends to maintain quality

workforce for as long as possible. However, some

professional posts have been quite competitive

where some employees were recruited and offered

better compensation by the Company’s competitors.

Therefore, remuneration and compensation for its

workforce needs to be adapted as well as to maintain

corporate culture awareness within the employees.

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Legal Disputes

Jago Company Limited (Jago), a subsidiary of Loxley

Public Company Limited, litigated for damages from the

Government Lottery Off ice (GLO) since the latter has failed

to perform some of its obligations pertaining to the contract.

Jago had then issued a letter to GLO for terminating the

contract. The case is currently under the proceeding of the

Supreme Court. The order of magnitude is as follows:

October 1996, Loxley Public Company Limited estab-

lished Jago Company Limited with a registered capital amount

of 330 million Baht, equivalent to 99% of share holdings. The

main objectives of the Company included: providing dealer

services and paying out prizes for online charity lotteries for

the GLO.

December 1996, the GLO awarded the contract to Jago,

which has then become its dealer responsible for prize payout

for online charity lotteries on behalf of the GLO for a 10 year

contract period. Jago would only be able to terminate this

contract by following the conditions/restrictions listed in it.

Jago was entitled to receive revenue shared from the sales

of those lotteries as specified within the contract.

November 1999, Jago issued a letter to the GLO to

terminate the contract since the latter was unable to perform

some of its obligations under the contract and Jago has

decided to cut its losses on the project expected revenue.

December 2000, the arbitrators stipulated the GLO was

required to compensate Jago the sum of 2,508.6 million Baht,

with interest of 7.5 percent per annum, within 60 days after

receiving a duplicate copy of the verdict from the arbitrators.

July 2004, the Civil Court issued a judgment that Jago

recovered, in favor of the arbitrators’ verdict. Since then, the

GLO has appealed the verdict.

October 2009, Jago submitted additional evidence to

theSupremeCourt.TheGLOfiledanappealwiththeSupreme

Court in an attempt to overturn such verdict.

The case is currently under the proceeding of the

Supreme Court. The Company expects the resolution would

be soon be finalized.


Details of the Company

Company Name : Loxley Public Company Limited

Location of Head Off ice : No. 102 Na Ranong Road, Klong Toey Subdistrict,

Klong Toey District, Bangkok 10110

Telephone No. : 0-2348-8000

Facsimile No. : 0-2348-8001

Type of Business : Commerce

Number and Type of Total Issued Shares :

Registered Capital : Baht 2,000,000,000, divided into 2,000,000,000 ordinary shares

Paid-up Capital : Baht 2,000,000,000, divided into 2,000,000,000 ordinary shares

Par Value per Share : Baht 1.00

Information on Registered Capital

Date/Month/Year Increased / Capital after Reason of Capital Number of Shares of Registration in Decreased Increase/Decrease Increase/Decrease and Price of Capital Articles of Capital of Capital Increase/Decrease Association (Million Baht) (Million Baht)

1 April 1993 240.00 400.00 Business expansion and 24,000,000 shares, increase of investment fund at Baht 10.00 per share 27 January 1995 60.00 460.00 Reservation for the exercise of 6,000,000 shares, conversion right on debentures at Baht 10.00 per share 20 March 1996 60.00 520.00 Reservation for the exercise of 6,000,000 shares, conversion right on debentures at Baht 10.00 per share 30 November 2000 (120.00) 400.00 Reduction of shares for non- 12,000,000 shares, converted debentures at Baht 10.00 per share 4 December 2000 1,600.00 2,000.00 - Offering 65 million shares to - 65,000,000 shares, existing shareholders at Baht 10.00 per share - Reservation of 85 million - 85,000,000 shares, shares for the exercise of at Baht 10.00 per share conversion rights on debentures - Offering 10 million - 10,000,000 shares, shares to Company at Baht 10.00 per share directors and staff 25 December 2003 - - Reduction of share value from 2,000,000,000 shares, Baht 10.00 to Baht 1.00 at Baht 1.00 per share 3 May 2007 (1.92) 1,998.07 Cancellation of non-issued 1,998,078,970 shares, ordinary shares at Baht 1.00 per share 11 May 2007 1.92 2,000.00 - Offering shares to Ekpavee - 2,000,000,000 shares, Company Limited at Baht 1.00 per share 650.00 2,650.00 - Reservation for the exercise - 2,650,000,000 shares, of conversion right on at Baht 1.00 per share debentures 8 May 2008 (650.00) 2,000.00 Reduction of reserve shares 2,000,000,000 shares, for the exercise of conversion at Baht 1.00 per share right on debentures

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Capital Structure(1) The Company’s Securities At 31 December 2009, the Company has authorized share capital valued at 2,000,000,000 Baht, with issued and paid-up

share capital at 2,000,000,000 Baht, 1 Baht per share.

(2) Shareholders Details of top 10 major shareholders whose names were shown in the share register book as of 17 March 2009

(The latest share registry book closing date for the Annual General Meeting of Shareholders on 29 April 2009) were as follows:

No. Name Number of Shares Total Shareholding Percentage

1. Ekpavee Co., Ltd. 556,341,060 27.82

2. Thai NVDR Co., Ltd.*1 99,237,287 4.96

3. Mrs. Charassri Pongpirodom 72,100,000 3.61

4. Mrs. Amphai Harnkaivilai 40,000,000 2.00

5. Mr. Pairote Lamsam 35,589,030 1.78

6. Mrs. Benjawan Kumpanartsanyakorn 32,000,000 1.60

7. HSBC (SINGAPORE) NOMINEES PTE LTD 28,000,010 1.40

8. Mr. Dhongchai Lamsam 25,459,090 1.27

9. Mr. Photipong Lamsam 24,433,680 1.22

10. M.L. Prasobchai Kasemsant 20,400,000 1.02

*1 Thai NVDR Company Limited is a subsidiary established by The Stock Exchange of Thailand. It is automatically regarded

asalistedsecuritybySET.ThosewhoinvestinThaiNVDRreceivethesamefullfinancialbenefitsastheywouldreceivehad

they invested directly in shares, however, without any voting right in shareholders meeting.


Ekpavee Co., Ltd. and Lamsam Group comprise

(as at the close of share registry book dated 17 March 2009)

Name Shareholding Percentage

1. Ekpavee Co., Ltd. 27.82 %

2. Mr. Pairote Lamsam 1.78 %

3. Mr. Dhongchai Lamsam 1.27 %

4. Mr. Photiphong Lamsam 1.22 %

5. Mr. Banyong Lamsam 0.96 %

6. Miss Duangruthai Lamsam 0.83 %

7. M.R. Sam-aungvarn Lamsam 0.56 %

8. LT. Chalermchoke Lamsam 0.47 %

9. Mr. Sukit Wanglee 0.23 %

10. Mrs. Chanjaree Lamsam 0.19 %

Total 35.33 %

(3) Dividend Payment Policy It is the Company’s policy to make dividend payments of at least 40% of its net profits before vested interests in

subsidiaries and associated companies.

In 2004, dividends were paid at the rate of Baht 0.05 per share for a total of Baht 99.90 million. In 2005, the Company did

not pay dividend due to operation loss. In 2006, the Company paid dividends at the rate of Baht 0.05 per share for a total of

Baht 99.90 million. In 2007, the Company did not pay dividend in order to reserve the capital for future business expansions.

And in 2008, the Company did not pay dividend due to retained deficit.

It is the policies of the Company’s subsidiaries, however, to pay dividends when they have an excess out of their

operating profits less investment costs, working capital and debts payable. Dividend payments by each subsidiary, however,

depend on the category of its business and conditions of the industries in which it is engaged.

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Details of Ownership in Loxley Subsidiaries and Associated Companies

As of 31 December 2009, the Company’s paid-up capital is Baht 2,000,000,000. The Company holds shares, directly

and indirectly, in 18 subsidiaries and 9 associated companies, as follows:

Subsidiaries directly owned by Loxley

Registered and

No. Name of Companies Address Type of business paid-up capital % of

(Million Baht) shareholding

1 Loxley Wireless Co., Ltd. No. 555 Rasa Tower, sale and service of 30.00 99

22nd Floor, Phaholyothin Road, telecommunication and

Chatuchak Subdistrict, information technology

Chatuchak District, Bangkok systems

2 Jago Co., Ltd.* No. 102 Na Ranong Road, sale of online lottery 330.00 99

Klongtoey Subdistrict,

Klongtoey District, Bangkok

3 Data Mining Co., Ltd. No. 102 Na Ranong Road, service of information 8.00 99

(former name, Loxley Klongtoey Subdistrict, technology equipment and

Energy Co., Ltd.) Klongtoey District, Bangkok computer systems

4 International Agriculture No. 102 Na Ranong Road, holding company 15.50 99

Holdings Co., Ltd. Klongtoey Subdistrict,


5 LOXBIT PLC. No. 475, 8th Floor, Unit # 801, trading of 375.00 92

Siripinyo Building, telecommunication

Sriayudhaya Road, equipment, computers

Phayathai Subdistrict, and computer programs

Rajthevi District, Bangkok

6 Asia Security Management No. 102 Na Ranong Road, provide security services 100.00 69

Co., Ltd. Klongtoey Subdistrict, at Suvarnaphumi Airport


7 Societe Commerciale Lao 111 Ban Mixay, 3rd Floor, trading in Lao People’s 162.70 67

Setthathirath Rd., B.P. 2924, Democratic Republic Million Kip

Vientiene, Lao People’s

Democratic Republic


Subsidiaries directly owned by Loxley

Registered and



8 Part Zone (Thailand) No. 11, 13 Ramkamhaeng trading in automotive parts 25.00 60

Co., Ltd. Road, Meenburee District, and equipment

Bangkok

9 Loxley Property No. 102 Na Ranong Road, office, billboard rental 107.50 59

Development Co., Ltd. Klongtoey Subdistrict, and services


10 Loxley Global Co., Ltd. No. 102 Na Ranong Road, holding company 99.00 51



Subsidiaries which Loxley Controls

Registered and



11 Loxley Trading Co., Ltd. No. 102 Loxley Building, sale of consumer products 50.00 50

Na Ranong Road,



48

12 Professional Computer No. 475 Siripinyo Building, supply, maintenance and 200.00 92

Co., Ltd. 17th-18th Floors, Sriayudhaya set up of work system,

Road, Phayathai Subdistrict, installation of computers

Rajthevi District, Bangkok and management of

computerized center

13 Loxbit PA Plc. No. 102 Loxley Building, telecommunication and 44.57 92

(former name, 14th Floor, Na Ranong Road, computerized database

Point Asia Plc.) Klongtoey Subdistrict, service


14 NetONE Network Solution No. 408/81, 19th Floor, trading of computer, 70.00 92

Co., Ltd. Phaholyothin Place Building, computer spare parts and

Phaholyothin Road, equipment, of all types

Samsean Nai Subdistrict,

Chatuchak District, Bangkok

15 Thai Gateway Co., Ltd. No. 102 Na Ranong Road, trading of 17.00 92

Klongtoey Subdistrict, telecommunication

Klongtoey District, Bangkok equipment

16 L Hardware and Services No. 44/385-389 Moo 10, installation and repair of 5.00 92

Co., Ltd. Navamin Road, Klong-kum IT equipment,

Subdistrict, Bueng-kum sale of computers

District, Bangkok and peripherals

17 Digital Screen Play Co., Ltd. No. 88/44 Moo 3 educational services 10.00 64.40

Soi Ramintra 5, through network system

Ramintra Road,

Anusaowari Subdistrict,

Bangkhen District, Bangkok

18 Nin Development Farm No. 102 Na Ranong Road, fish farm 30.00 51

Co., Ltd. Klongtoey Subdistrict,


Subsidiaries indirectly owned by Loxley

Registered and




Associated companies directly owned by Loxley

Registered and



1 Oriental Post Co., Ltd. No. 333/3 Rachadanivej advertising series 150.00 50 Village, Soi 19, Pracha-uthit post production services Road, Samsennok Subdistrict, Huay-kwang District, Bangkok 2 Thai Fiber Optics Co., Ltd. 989 Siam Tower Building, manufacture of fiber optic 100.00 40 Rama I Road, Patumwan Subdistrict, Patumwan District, Bangkok 3 BP – Castrol (Thailand) No. 183, 23rd Floor, sale of Castrol and 49.00 40 Limited (former name, Rajanakarn Building, BP lubricant AsPac Oil (Thailand) South-Sathorn Road, Limited) Yannawa Subdistrict, Sathorn District, Bangkok 4 Loxley GTECH Technology No. 102 Na Ranong Road, sale and service of 300.00 35 Co., Ltd. Klongtoey Subdistrict, information technology and Klongtoey District, Bangkok online lottery sale systems 5 Guardfire Limited No. 1780 Tiauhong-Bangna import and sale of accident 20.00 30 Building, Bangna-trad Road, preventive systems Bangna Subdistrict, Bangna District, Bangkok 6 Mobile Innovation Co., Ltd. No. 128/224, 227, 228 services of 184.00 27 (former name, L Spot 21st Floor, Phayathai Plaza real time vehicles tracking Co., Ltd.) Building, Phayathai Road, management system Thung Phayathai Subdistrict, Rajthevi District, Bangkok 7 Foseco (Thailand) Limited No. 170/69, 22nd Floor, manufacture and sale 10.00 26 (former name, OLN Ocean Tower I Building, of chemicals for (Thailand) Limited) Rajchadaphisek Road, metal casting Klongtoey Subdistrict, Klongtoey District, Bangkok 8 BlueScope Lysaght No. 16, Soi Phahonyothin 96, manufacture and sale 600.00 25 (Thailand) Limited Prachathipat Subdistrict, of steel roofing (former name, BHP Steel Thanyaburi District, Lysaght (Thailand) Limited) Patumthani 9 BlueScope Steel (Thailand) No. 2 Soi G9, manufacture and sale 5,000.00 25 Limited (former name, BHP Pakornsongkrohrad Road, of cold rolled steel Steel (Thailand) Limited Maptaphut Subdistrict, Muang District, Rayong

NOTE * This company has not operated its main business and none of their directors hold shares in subsidiaries/associated companies exceeding 5% of the registered capital.

50

Committees Loxley (Public) Co., Ltd. has opted for a business-unit management structure where committee members are highly educated and experienced in business operations in order to ensure efficient management and vision towards the benefit of the Company. The Company’s structure of its Board and Committees consist of 4 entities, namely, Board of Directors, Executive Board, Audit Committee, and Nominating and Remuneration Committee under the following functions:

The Company’s Board of Directors Pursuant with the Company’s Articles of Association, the Company’s Board of Directors shall consist of not less than 5 and not more than 21 members of whom not less than half of that number must have residence in the Kingdom. And, the Company’s directors must be qualified in accordance with the prerequisites of law. At present, the Company’s Board of Directors consists of 16 directors as follows:

Management

No. Name Position

1. Mr. Pairote Lamsam Chairman of the Board

2. Mr. Sukit Wanglee Vice Chairman of the Board

3. Mr. Dhongchai Lamsam President and Member of the Nominating

and Remuneration Committee

4. Dr. Wichian Watanakun* Independent Director

5. Dr. Harit Sutabutr Independent Director and Chairman of the Audit Committee

6. Dr. Wissanu Krea-ngam Independent Director

7. Mr. Sirin Nimmanahaeminda Independent Director

8. Dr. Supavud Saicheua Independent Director

9. Mr. Charoon Chinalai Independent Director and Member of the Audit Committee

10. Mr. Dusit Nontanakorn Independent Director , Chairman of the Nominating and

Remuneration Committee and Member of the Audit Committee

11. Mr. Supachai Wanglee Director

12. Mr. Suebtrakul Soonthornthum Director, Senior Executive Vice President and Member of

the Nominating and Remuneration Committee

13. Mr. Poomchai Lamsam Director

14. Mr. Vasant Chatikavanij Director and Executive Vice President

15. Mr. Suraphand Bhasitnirandr Director, Executive Vice President and Member of

the Nominating and Remuneration Committee

16. Dr. Sompop Chareonkul Director and Executive Vice President

17. Mr. Suroj Lamsam Director and Executive Vice President

Note: Dr. Wichian Watanakun resigned on 14 August 2009.

Company Secretary is Mr. Pichai Mooputtarak.


Authority of Directors and Restrictions on Authority of Directors Number and names of the directors who are authorized to sign on behalf of the Company are as follows: Two of the following seven persons jointly sign and affix the Company’s seal: Mr. Pairote Lamsam, Mr. Dhongchai Lamsam, Mr. Sukit Wanglee, Mr. Supachai Wanglee, Mr. Poomchai Lamsam, Mr. Vasant Chatikavanij and Mr. Suroj Lamsam OR any one of the seven directors above mentioned jointly signs with any one of the following directors totaling two directors and affix the Company’s seal: Mr. Suebtrakul Soonthornthum, or Mr. Suraphand Bhasitnirandr, or Mr. Sompop Chareonkul.

Independent Directors The Company’s independent directors whose opinions, instructions, and warnings are independent and free from the Company’s management. As a result, the Company does not authorize any independent director the rights to enter into any legally binding documentation with the Management. An Independent Director is required to follow the guidelines as follows:

1. Holds not more than 1% of the common shares from the Company, its parent company, subsidiaries, joint-ventures, juristic persons with possible conflicts of interests including his/her relatives’ shareholding activities.

2. Does not or has not been a director related to operation management, staff member, employee, permanent consultant, or administrative person of the Company, its parent company, subsidiaries, joint-ventures, partners, or juristic person with conflicts of interest for the past 2 years on the date of appointment.

3. Does not relate either by birth or marriage, e.g., father, mother, spouse, brother or sister, child, and child’s spouse, of the Management, major shareholder, influential person, Management candidate, or influential person of the Company’s subsidiaries.

4. Does not or has not related in business operations, e.g., regular business transactions, real-estate rental, asset service transaction, financial assistance, including related activities where debt payment transaction is required from 3% of the Company’s net assets or Baht 20 million, whichever is less, with the Company, its parent company, subsidiaries,

joint-ventures, or juristic person with possible conflict of interest affecting independent judgment, as well as not being a major shareholder, non-independent director, or management executive of the business related with the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, for the past 2 years prior to the appointment.

5. Does not or has not been the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, as well as not being a major shareholder, non-independent committee, management executive, or shareholder of Auditing office where the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, belongs to, for the past 2 years prior to the appointment.

6. Does not or has not provided professional services including legal advice or financial advice with annual fee of over Baht 2 million from the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest. However, in the case when such professional is a juristic person, it would include being a major shareholder, non-independent committee, management executive or management share of such professional, for the past 2 years prior to the appointment.

7. Is not a Director appointed on behalf of the major shareholder or a shareholder related to the major shareholder of the Company.

8. Does not possess any other features that would affect independent opinion regarding Company’s operations.

52

Name Name of Board Meetings Frequency of Attendance

1 Mr. Pairote Lamsam 10 10 2 Mr. Sukit Wanglee 10 7 3 Mr. Dhongchai Lamsam 10 9 4 Dr. Wichian Watanakun* 6 0 5 Dr. Harit Sutabutr 10 10 6 Dr. Wissanu Krea-ngam 10 9 7 Mr. Sirin Nimmanahaeminda 10 10 8 Dr. Supavud Saicheua 10 6 9 Mr. Charoon Chinalai 10 8 10 Mr. Dusit Nontanakorn 10 9

Furthermore, after the Independent Director has been appointed, he/she would be delegated by the Board of Directors to authorize transactions on the operations of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, under an optional collective decision.

Scope of Authority and Responsibilities of the Company’s Board of Directors1. Discharges its duties in line with the laws, Company Objectives and its Articles of Association as well as resolutions

adopted by general meeting(s) of shareholders and exerts care in safeguarding the Company’s interests.2. Sets out policies, objectives, strategies, and directs the Company’s course of action as well as supervises and

monitors the management’s activities to ensure that they are effectively implemented pursuant with the policies that had been laid down.

3. Make approvals on issues of substance such as policies, business plans, major investment and any other items as prescribed by the law unless such matters are subjected to resolutions from general meeting(s) of shareholders as required by law.

4. Nominates director(s) duly authorized to sign to bind the Company, appoints Chairman of the Board and Deputy Chairman or else assigns one or several directors or any other person(s) to carry out any action on behalf of the Board.

5. Appoints the company secretary to be responsible for any operations abide by law.6. Convenes shareholders meetings, Board of Directors meetings and ensures that there are preparations for financial

reports which shall be presented in conjunction with the Licensed Auditor’s report in the annual report covering major issues pursuant with the Stock Exchange of Thailand’s policy and as prescribed by the law.

7. Establishes the internal control, risk management, and regulation according to the corporate governance guidelines as well as transparent, accurate, and timely disclosure of information for shareholders, investors, and stakeholders.

Meetings of the Board of Directors The Board meetings are scheduled at least once every quarter, where special meetings may be arranged as necessary. Meeting agenda would be specified in advance which includes operation performance monitoring as one of them. During the meeting, each Board member is free to express his/her opinion and advise additional agendas where the Chairperson is responsible to manage proper timing in order for the Management to prepare documentation and information related to the agenda. The secretary to the Board is responsible for meeting appointment, document preparation, meeting invitation all of which is to be submitted at least 7 days in advance for prior consideration unless necessary including recording minutes of meeting, and safekeeping for future verification. Ten Board of Directors meetings were held in 2009 and the number of meetings attended by each director is as follows:


No. Name Position

Name Name of Board Meetings Frequency of Attendance

11 Mr. Supachai Wanglee 10 0 12 Mr. Suebtrakul Soonthornthum 10 10 13 Mr. Poomchai Lamsam 10 5 14 Mr. Vasant Chatikavanij 10 8 15 Mr. Suraphand Bhasitnirandr 10 10 16 Dr. Sompop Chareonkul 10 10 17 Mr. Suroj Lamsam 10 8

Note: Dr. Wichian Watanakun resigned on 14 August 2009.

The Executive Board The Executive Board comprises 10 members as follows:

1 Mr. Dhongchai Lamsam President 2 Mr. Suebtrakul Soonthornthum Senior Executive Vice President 3 Mr. Vasant Chatikavanij Executive Vice President 4 Mr. Suraphand Bhasitnirandr Executive Vice President 5 Dr. Sompop Chareonkul Executive Vice President 6 Lt. Suchin Baholyodhin RTN Executive Vice President 7 Dr. Jingjai Hanchanlash Executive Vice President 8 Mr. Suroj Lamsam Executive Vice President 9 Mr. Trichakr Tansuphasiri Executive Vice President 10 Lt. Chalermchoke Lamsam Executive Vice President

Secretary to the Executive Board is Mr. Pichai Mooputtarak.

Scope of Authority and Responsibilities of the Executive Board1. Determines business plans, budgets, strategies, core management structure for business operations and defines

various management authorities of the Company compatible to economic conditions and competition. With the Board of Directors’ approval, leads the Company through any crisis.

2. Inspects, follows-up and implements Company policies and operating results as well as controlling operating costs to ensure effective and efficient implementation of business plans.

3. With the President’s authorization, considers matters concerning recruitment, appointment, employment, re-location, discharge, re-positioning, transfer, work suspension, termination of employment and defines remuneration including expenses and facilities for employees from Senior Vice Presidents downwards.

4. Considers issues pertaining to investment, seeks new business opportunities as well as handling other activities of the Company which are or relate to its normal course of operations.

5. Takes action on various matters as assigned by the Company’s Board or shareholders or as required by the laws or the Company’s Articles of Association which includes screening various matters for submission to the Company’s Board.

54

Management Authorization to the President In reference to the Company’s Board of Directors Meeting no.2/2001 held on 9 April 2001. The Board approved the President’s scope of authority and responsibilities as follows:

1. Monitor and supervise work undertaken by the management to ensure that they are implemented in accordance with policies laid down by the Company’s Board of Directors.

2. Administer the operations and approve various matters concerning the Company’s operation in its normal course of business so as to ensure continuity.

3. Look after, operate and perform regular work in the normal course of operations in the Company’s interest to ensure that they are implemented in line with the Company’s Objectives and Articles of Association as well as pursuant with orders, resolutions, policies, plans and budgets approved or assigned by the Company’s Board under the framework of relevant laws.

4. The President is vested with the authority, in cases of new or overseas investments, borrowing or lending of money right through to guarantee over and above those in the normal course of business in order to protect the Company’s rights and interests and to ensure that the conduct of its operations are carried out effectively, to carry out such various actions although any of such matters may be submitted, at his/her discretion, to the Board for its consideration/approval. The exception is where the Company is required to act in accordance with criteria prescribed by the Stock Exchange of Thailand, the President will take action along such criteria as well. In case the President or person(s) who may have conflicts of interests as defined by the Notifications of Office of Securities and Exchange Commission or the Stock Exchange of Thailand have vested interests or may have any conflict of interests in any other manner with the Company or its subsidiaries, such transaction can be approved only by the Independent Directors and/or the Company’s Board of Directors.

On this matter governing the normal signing of approval for various matters for the Company and its subsidiaries, the Company normally has a policy in place which sets out the scope of authority concerning the signing for approval of such matters which are in a form that will be decentralizing power by setting out the line and matters for which an executive at any specific level will be authorized to approve. Review, improvement and changes will also be made appropriately in accordance with the circumstances. As for other matters which are of material importance to the Company, the Company has prescribed that two directors signing jointly under affixment of the Company’s seal will have the authority to act on its behalf.

The Audit Committee The Audit Committee is an independent entity which will give its support to, and act in the name of, the Company’s Board of Directors in order to review financial information to be submitted to shareholders and other relevant parties, review internal control system set up by management and the Company’s Board and the internal audit procedure as well as communicating with the Company’s auditor. The Company has specified the qualifications of the Audit Committee in the Audit Committee Charter as follows:

1. Holds not more than 1% of the common shares from the Company, its parent company, subsidiaries, joint-ventures, juristic persons with possible conflicts of interests including his/her relatives’ shareholding activities.

2. Does not or has not been a committee related to operation management, staff member, employee, permanent consultant, or administrative person of the Company, its parent company, subsidiaries, joint-ventures, partners, or juristic person with conflicts of interest for the past 2 years on the date of appointment.

3. Does not relate either by birth or marriage, e.g., father, mother, spouse, brother or sister, child, and child’s spouse, of the Management, major shareholder, influential person, Management candidate, or influential person of the Company’s subsidiaries.

4. Does not or has not related in business operations, e.g., regular business transactions, real-estate rental, asset service transaction, financial assistance, including related activities where debt payment transaction is required from 3% of the Company’s net assets or Baht 20 million, whichever is less, with the Company, its parent company, subsidiaries, joint-ventures, or juristic person with possible conflict of interest affecting independent judgment, as well as not being a major shareholder, non-independent director, or management executive of the business


related with the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, for the past 2 years prior to the appointment.

5. Does not or has not been the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, as well as not being a major shareholder, non-independent director, management executive, or shareholder of Auditing office where the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest, belongs to, for the past 2 years prior to the appointment.

6. Does not or has not provided professional services including legal advice or financial advice with annual fee of over Baht 2 million from the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest. However, in the case when such professional is a juristic person, it would include being a major shareholder, non-independent director, management executive or management share of such professional, for the past 2 years prior to the appointment.

7. Is not a Director appointed on behalf of the major shareholder or a shareholder related to the major shareholder of the Company.

8. Is not a Director delegated by the Board of Directors to make a decision on behalf of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conflicts of interest.

9. In the case when an Independent Director is appointed as an Independent Director in the Company, its parent company, subsidiaries, he/she is required to disclose information related to such position including remuneration received in Form 56-1 and 56-2, accordingly.

10. Does not possess any other features that would affect independent opinion regarding Company’s operations.

The Audit Committee is composed of 3 members as follows:

No. Name Position

1 Dr. Harit Sutabutr1 Chairman of Audit Committee 2 Dr. Wichian Watanakun2 Audit Committee Member 3 Mr. Charoon Chinalai Audit Committee Member 4 Mr. Dusit Nontanakorn3 Audit Committee Member

Note : 1. Dr. Harit Sutabutr was appointed on 14 November 2008. 2. Dr. Wichian Watanakun resigned on 14 August 2009. 3. Mr. Dusit Nontanakorn possesses accounting and finance experience.Secretary to the Audit Committee is Mr. Chamnan Chotcomwongse.

The Audit Committee’s Scope of Duties and Authority 1. The Audit Committee is responsible for the following functions specified by the Board of Directors:

1.1 Verify the Company’s financial reports1.2 Optimize the Company’s Internal Control and Internal Audit processes properly and efficiently as well as verify

the independence of the Internal Auditor including consideration of appointment, transfer, and dismiss the Internal Auditor or related agency responsible for Internal Audit

1.3 Follow Securities and Exchange Regulations and Rules of the Stock Exchange of Thailand, Public Company Act, Accounting Act, or related laws

1.4 Optimize the Company’s Risk Management properly and effectively1.5 Nominate an independent candidate as an Internal Auditor as well as his/her salary including participation in

auditor’s meeting with the absence of the Management at least once a year1.6 Verify all related transactions or transactions with possible conflicts of interests according to the law and Securities

and Exchange regulations to ensure integrity for the Company’s maximum benefit

56

No. Name Position

1.7 Prepare the Audit Committee Report to be included in the Company’s Annual Report and signed by the Audit Committee Chairperson with the following details:1.7.1 Opinion on integrity and confidence of the Company’s Financial Report1.7.2 Opinion on the adequacy of the Company’s Internal Control1.7.3 Opinion on the compliance to the Securities and Exchange regulations, Stock Exchange rules, or related

business laws1.7.4 Opinion on the Auditor’s qualification1.7.5 Opinion on the transactions with possible conflicts of interests1.7.6 Number of Audit Committee meetings and each Committee member’s participation1.7.7 Opinion or suggestion of the Audit Committee by complying with the Charter1.7.8 Other transactions worth for the shareholders and general investors under the assigned roles and

responsibilities from the Board of Directors1.8 Perform additional assignment from the Board of Directors with an approval from the Audit Committee

On performing the activities specified in the first paragraph, the Audit Committee is directly accounted for the Board of Directors where the Board of Directors is accounted for the Company’s operation to the public. Whenever the Audit Committee’s duties are changed, the Company shall prepare the change of duty policy and the updated member and duties of the Audit Committee set forth by the Stock Exchange to be submitted to the Stock Exchange by 3 days after such changes according to the Stock Exchange’s guidelines on electronic reporting.

2. Should the Audit Committee find or suspect any of the following transactions or actions that would significantly affect the Company’s financial status or operations, the Audit Committee shall report the Board of Directors in order to adjust such items accordingly on time:

2.1 Errors or incomplete transaction record in Accounting or Financial Reports2.2 Improper or inefficient Internal Control and Internal Audit2.3 Inefficient Risk Management2.4 Transactions with conflict of interest2.5 Fraudulent or significant defects in Internal Control2.6 Breaching of Securities and Exchange Regulations, Stock Exchange rules or related laws

Should the Board of Directors or the Management does not correct such impairment specified in the first paragraph, an Audit Committee member may report such impairment to the Securities and Exchange Commission or the Stock Exchange directly.

The Nominating and Remuneration Committee The Nominating and Remuneration Committee consists of 4 members as follows:

1 Mr. Dusit Nontanakorn* Chairman of the Nominating and Remuneration Committee 2 Mr. Dhongchai Lamsam Member 3 Mr. Suebtrakul Soonthornthum Member 4 Mr. Suraphand Bhasitnirandr Member

Note: Mr. Dusit Nontanakorn was appointed as a chairman of the audit committee on 29 January 2009.The Secretary of this Committee is Dr. Dawarit Tansuphasiri.


Scope of Authority and Responsibilities of the Nominating and Remuneration Committee1. Searches for a suitable list of directors and senior executives from the positions of executive directors upwards

from individuals inside or outside the Company.2. Submits nominations of members of the Board of Directors and senior executives who have been short-listed as well

proposing their remuneration and other fringe benefits for the approval by the Company’s Board or shareholders.3. Reviews the ratio, number and qualifications as well as performance evaluation guidelines for directors.4. Conducts studies in order to make proposals for policies, criteria governing payment of remuneration as well as

payment of remuneration and other fringe benefits for the Company’s Board, members of other committee(s) or sub-committee(s) appointed by the Company’s Board. Data for such studies will be compiled by work units in the Company’s organization.

5. Takes other action as assigned by the Company’s Board or the Chairman of the Board or pursuant to Rules of the Office of the Securities and Exchange Commission (SEC) or the Stock Exchange or other laws.

Selection Procedures of Directors and Sub-Committee Members As far as search for the Company’s Board of Directors, President and members of the Executive Board right through to members of the sub-committees is concerned, they will be first short-listed and selected from those already screened by the Nominating and Remuneration Committee and then submitted to the Company’s Board of Directors and/or the shareholders meeting for further consideration. Action in this respect will be taken in line with the Company’s policy and matters as suitable qualifications, adeptness and capabilities as well as ability to devote adequate time to the Company’s operations will always be taken into consideration.

Appointment and removal of directors will be made by majority votes adopted by meeting(s) of shareholders in accordance with the following criteria and procedure:

1. One shareholder will have one vote for one share.2. Each shareholder must cast all the votes he/she holds under (1) to select one or several person(s) as director(s)

although they may not share out their votes in any more or less manner to any candidate.3. Person(s) receiving the maximum number of votes in the respective order will be appointed as director(s) for the

number of directors to be selected or appointed on that occasion. Where persons selected in the next sequence receive equal votes which exceed the number of director(s) to be selected or appointed on that occasion, the decisive vote shall be cast by the chairman of that meeting.

At each Annual Ordinary General Meeting, one-third members of the Board shall retire. The number of directors to retire if there is a fraction of this number shall be the nearest figure to this one-third. Directors to retire in the first and second years after the Company’s incorporation will be decided by lots. For subsequent years, however, director(s) with the longest term in office shall retire. However, those who retire at the end of their term may be re-elected. A vacancy in the Board by reasons other than retirement at the end of the term will be filled at the next Board meeting by a qualified person selected by the Board who must not also be subjected to any restriction by law unless the remaining term of that director is less than two months. The replacing director will remain in his/her post only for the remaining term of the directors/he replaces. The Board’s resolution under paragraph one shall consist of not less than three-fourths of votes from the remaining directors.

58

Executives Remuneration(1) Remuneration : January - December 2009 1.1 Total remuneration for 17 members of the Company’s Board of Directors was Baht 10,128,000. (constituting meeting allowances*1) 1.2 Total remuneration for the Audit Committee and Nominating and Remuneration Committee members was Baht 2,030,000. (constituting meeting allowances) 1.3 Total remuneration for 10 Executive Board members was Baht 35,076,000 (constituting salaries), with the following details: Notes: *1 The payment was not included the compensation and welfare paid to directors as the Company’s staff or subcommittee of any working group. (In Baht)

Name Company’s Remuneration Audit Committee Nominating Directors Members and Remuneration Committee Members

1. Mr. Pairote Lamsam 1,152,000 - - - 2. Mr. Sukit Wanglee 576,000 - - - 3. Mr. Dhongchai Lamsam 576,000 - - 240,000 4. Dr. Wichian Watanakun*1 336,000 - 140,000 - 5. Dr. Harit Sutabutr*2 576,000 - 360,000 - 6. Dr. Wissanu Krea-ngam 576,000 - - - 7. Mr. Sirin Nimmanahaeminda 576,000 - - - 8. Dr. Supavud Saicheua 576,000 - - - 9. Mr. Charoon Chinalai 576,000 - 240,000 - 10. Mr. Dusit Nontanakorn*3 576,000 - 240,000 330,000 11. Mr. Supachai Wanglee 576,000 - - - 12. Mr. Suebtrakul Soonthornthum 576,000 - - 240,000 13. Mr. Poomchai Lamsam 576,000 - - - 14. Mr. Vasant Chatikavanij 576,000 - - - 15. Mr. Suraphand Bhasitnirandr 576,000 - - 240,000 16. Dr. Sompop Chareonkul 576,000 - - - 17. Mr. Suroj Lamsam 576,000 - - - Total 10,128,000 - 980,000 1,050,000

Note : *1 Dr. Wichian Watanakun was appointed as an audit committee member on 31 January 2009 and resigned from the Audit Committee and Board of Directors on 14 August 2009. *2 Dr. Harit Sutabutr was appointed as the chairman of the Audit Committee on 14 November 2008 according to the resolution of the Board of Directors meeting No. 10/2551 (received meeting allowances for the period starting at 31 January 2009) and resigned from the chairman of the Nominating and Remuneration Committee on 1 January 2009. *3 Mr. Dusit Nontanakorn was appointed as the chairman of the Nominating and Remuneration Committee on 29 January 2009 according to the resolution of the Board of Directors meeting No. 1/2552 (received meeting allowances for the period starting at 28 February 2009).

(2) Other Compensation -None-

(3) Provident Funds To encourage savings for its employees and to ensure that they will be equipped with additional welfare measures in time of necessity and on their retirement, the Company and some of its subsidiaries have set up a Contributory Fund and a Provident Fund for permanent employees in which respect monthly contributions will be made by employees at the rate of 5% of their monthly salaries while the Company and its subsidiaries will also make their contributions towards such Contri-bution Funds and Provident Funds in accordance with rules/regulations set up by that particular company.


Corporate Governance

The Company is well aware of the importance and its business purpose to ensure corporate governance with proper regulation abide by law via efficient, transparent, and accountable management processes in order to gain competitiveness and reassurance for shareholders, investors, and stakeholders. Board of Directors and subcommittees are distinctly responsible for subsequent activities where Corporate Governance has been emphasized over the past year as follows:

1. Rights of Shareholders The Company arranged the annual ordinary shareholders’ meeting for the year 2009 on Tuesday, April 29, 2009 at Imperial Queen Park Hotel, Sukhumvit 22, Bangkok. In this meeting, the Company informed the meeting schedule to shareholders 30 days in advance of the meeting date via the Stock Exchange of Thailand website and the Company website so the shareholders had the opportunity to study the meeting agenda in advance and submitted such documents to shareholders more than 14 days in advance of the meeting. Each agenda had the Board of Directors’ opinions. The Company also attached the CD-ROM annual report in Thai and English language and published the report for shareholders who expressed their intention to obtain such report in document, and also letter of power of attorney consisting of the explanation of documents used for the power of attorney in order to facilitate the shareholders for voting. In additions, the Company also provided the telephone number for inquiry in case of additional questions. Board of Directors realized the importance of shareholder rights so adequate business information has been provided and decided concerning the Company’s significant changes in accordance with the Corporate Governance guidelines as follows:

1. Ensuring every shareholder has fundamental right - Right to obtain share certificate and right to transfer and obtain sufficient and timely information in the format proper for making decisions that impact the Company and themselves. - Right to attend and vote in the shareholders’ meeting in order to make decisions regarding the alteration of company’s important policies and rights of shareholders that the Board of Directors must request the approval from the shareholders’ meeting. - Right to elect and withdraw the directors and approve the appointment of auditors. - Right to obtain the appropriation of profit.2. The shareholders shall obtain the invitation letter and information regarding the place, time, agenda, and items need to be considered. The Company shall provide the proper place and time by informing shareholders at least 14 days in advance of the meeting and advertise such invitation on the newspaper for 3 consecutive days.3. In the agenda regarding the election of directors, the shareholders are able to elect an individual director and one shareholder has one vote.4. The Chairman of the Board explains all the rules and methods of counting the number of votes from shareholders in

each agenda and during the meeting, the Chairman shall open the opportunity for every shareholder to express his/her opinion and recommendation, and inquire in each agenda, and shall give the sufficient time for discussion. The Chairman, the directors and the executives, and relevant Sub-Committees shall pay attention to every question and answer every question clearly and shall summarize each agenda by voting and counting the number of votes.

5. After the shareholders’ meeting, the shareholders are able to retrieve the meeting report and outcome of the vote from the company’s website within 14 days after the meeting date.

2. Equitable Treatment of Shareholders The Company shall maintain equal rights and benefits among all shareholder groups including major, small, individual, or corporate shareholders. The Company holds the AGM no more than 4 months after the end of the Company’s financial year in order to report on business operations to the shareholders. Respective agendas shall be listed in the shareholder meeting as specified in the meeting invitation. The Company allows shareholders to submit agenda and Committee member nomination accordingly in advance. The Board of Directors shall not add any meeting agenda that is not informed in advance if not necessary. The shareholders shall obtain sufficient, equal, and timely information from the Company. Every shareholder who

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attends the meeting shall obtain the voting card and each shareholder shall use the voting card regarding the appointment of an individual director and in the important agendas such as relevant transactions, acquisition or sale of assets, etc. in order for transparency. For shareholders who are not able to attend the meeting themselves, they are able to exercise the right by giving proxies to other persons to attend and vote in the meeting according to the number of shares they have and in case that the shareholders do not know whom the proxies are, the Company shall provide the letter of power of attorney by opening the opportunity for shareholders to giving proxies to one of the independent directors and the Company shall facilitate the shareholders regarding the registration and also provide the duty stamps for the shareholders. In additions to the abovementioned meeting, the Company also offers the equality of obtaining accurate and timely information of the Company by normally disclosing the information via the Stock Exchange of Thailand’s system and then via other mass media in order to be in compliance with the rules, and the shareholders or investors including general people shall realize the information for making decisions regarding the investment. Moreover, the Company shall prevent abuse of internal information for personal benefit which could exploit other shareholders. The Company’s Management must disclose their own interest as well as their related persons in the Company’s transactions and avoid any decision making on such transaction to ensure other executives can make decision based on the Company’s benefits. Furthermore, legal measure is also applied, e.g., the Directors and the Management must report changes of personal assets to the Office of Securities and Exchange Commission according to section 59 of the Securities and Exchange Act 1992 on every sale, transfer, or acquisition of the Company’s assets within 3 days after the transaction date, etc. Furthermore, the Company prohibits the executives or units from disclosing the inside information to outsiders or persons who do not have relevant duties and must maintain the important and undisclosed information as confidential, and must not purchase and sell the Company’s securities within 1 month before the disclosure of quarterly and yearly financial statement to the public. Finally, the Company also identifies the rule to prohibit each director and employee from using their duties and authorities or opportunity of working to seek the benefit for themselves or others. If any one violates this rule, he/she shall obtain the disciplinary punishment immediately.

3. Role of Stakeholders The Company has foreseen the significance of all groups of stakeholders both internally and externally including customers, shareholders, employees, executives, partners, competitors, as well as the public and the society as a whole. Each stakeholder may communicate with the Board of Directors through related contact point or the Company’s Public Relations Department where missions for each group of stakeholders can be listed as follows:Customers and Public : The Company manages any investment with integrity, accountability to all of its customers and

maintain to customer’s confidential information. The Company has disclosed complete and accurate information of its products as well as accepted suggestions and comments by its customers in order to improve quality of products and services in the future.

Shareholders : The Company’s directors commit to be the good representative of shareholders in the business operations in order to maximize shareholders’ satisfaction by realizing the growth of stock price in the long-run so shareholders obtain continuous return at pleasant rate.

Employees and Executives : The Company not only provided proper compensation and welfare but also provided additional training and development for its employees with candid promotion according to educational and competency level thus reflected in improved culture and work environment as well as promoting physical and mental health for its employees and the Management.

Business Partners : The Company has identified the guidelines for procurement, set the rules regarding the authority in the procurement process in order to decentralize the authority to the management level and eliminate the intransparency so the business operations with business partners are proper, efficient, and fair. The most important issue is the Company shall not disclose any trading secrets to others.

Competitors : The Company has promoted free and fair competition without damaging the competitors’ reputation via accusing and defaming without any facts. The Company has focused on the competition in terms of quality, product efficiency, and service by realizing the maximization of benefits among customers and maintaining the overall business image.

Community and Society : The Company has fostered responsibility for the community and society to its employees of all


levels, e.g., - Food offering to the Monks by its employees and local residents every Thursday in front of the

headquarter - Donation of educational apparatus, computers, air-conditioners, and roof repair materials for

Wat Klongtoey School - Donation of computer hardware for ICT Knowledge Center, See Kiu Kanaram Temple in Nakon

Ratchasima to provide technology learning support for the distant communities - Children’s Day gift giving by the Management and employees for 41 communities in Klongtoey District on the 2010 Children’s Day

4. Disclosure of Information and Transparency The Company has complied with the Stock Exchange of Thailand’s guidelines on accurate, complete, and transparent information disclosure in financial, performance, and related information so that the investors and other stakeholders may be obtained through various communication channels as follows: 1. The disclosure of Company’s information via the Company’s website www.loxley.co.th in order to be one of the channels for investors or persons who are interested to access the Company’s information anyplace and anytime. 2. The Company has provided the Securities Division to be responsible for regularly disclosing the Company’s important information, the Company’s report, performance, and financial status (Company’s quarterly and yearly financial statement) in order to be in compliance with the Office of Securities and Exchange Commission and Stock Exchange of Thailand’ requirements. 3. The Company has completely, accurately, and timely disclosed the financial information and report of the Board of Directors’ responsibilities for financial statements and the auditor’s report, MD&A, general information and important informa-tion in the annual report, and form 56-1 in order to be in compliance with the Office of Securities and Exchange Commission and Stock Exchange of Thailand’ requirements. 4. The Company has disclosed roles and responsibilities of the Board of Directors and Sub-Committee, number of meetings, and number of times that each director attends the meeting in the year 2009. 5. The Company has disclosed the directors’ and executives’ remuneration that reflects the duties and responsibilities of each person, and pattern or characteristic of the remuneration in the year 2009. The Nominating and Remuneration Committee has considered the director’s remuneration by comparing with the companies registered in the Stock Exchange of Thailand within the same industry and comparable business size. 6. The Company has assigned the President and high level executives to be responsible for investor relations and communicating with investors. This is beneficial to investors since they are able to apply the accurate and clear information. In additions, the Company has regularly arranged the meeting among high level executives, institutional investors, and analysts in order to create good relationship and exchange opinions for future improvement.

5. Accountability of the Board The Company has realized the roles and responsibilities of its Board of Directors by emphasizing on proper Corporate Governance for the Company’s maximum benefit. The Directors and the Management shall perform their functions with responsibility, care, and honesty. As a result, the Company has clearly specified the structure, roles, and responsibilities of its directors as well as respective subcommittees in compliance with principles of Corporate Governance as follows:

5.1 Structure of the Board of Directors The Board of Directors consists of 16 members, 6 of whom are from the Management, 10 of whom are not from the Management, 6 of whom are independent, including an Audit Committee member as well as external directors. As a result, the Company’s Board of Directors consists of independent and/or non-management directors more than half of the whole Directors. The independent directors and other directors from outside the Company are ready to freely apply their judgment for identifying the strategy, management, resource utilization, director’s appointment, and business operations standard, and ready to object other directors or management’s conduct in case of the objection regarding the issue that may impact the equality of every shareholder. Therefore, the Company is confident that the Board of Directors has proper

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check balance and is able to freely perform their duties as the representative of shareholders and this abovementioned will prohibit any persons or groups to have unlimited authority. The Company has identified the qualifications of independent directors in order to be in compliance with the Office of Securities and Exchange Commission and Stock Exchange of Thailand’ requirements so the Company’s independent directors have genuine freedom. The Company has clearly classified the position, duties, and authorities. The Chairman shall not be the same person as the President and must not be the Company’s employees or executives. The Chairman acts as the Chairman of the Board of Directors and the President acts as the Chairman of the Company’s executives. The Senior Executive Vice President shall take care of the Company’s financial issues. In additions, the Chairman shall not hold any positions in the Sub-Committee. The authority of the Board of Directors and the Sub-Committee such as Audit Committee, Nominating and Remuneration Committee has been clearly classified. The Chairman of the Sub-Committee must be the independent director so the action performed by the Sub-Committee has genuine freedom and every director must have freedom of expressing his/her opinions towards the Company’s business operations in order to supervise the efficient, accurate, and transparent Company’s business operations. The Board of Directors has taken care of the identification of policies, strategies, and maintained the benefit of shareholders. For the daily business operations and Company’s business performance, the ExecutiveBoardshallperformthedutiesaccordingtothegoalspecifiedbytheCompany. The Company has appointed the Company Secretary to be responsible for preparing and keeping important docu-ments as specified by law including administration of the Board of Directors’ and the Management’s activities to comply with the law as well as any related activities set forth by the Stock Exchange Commission.

5.2 Sub-Committee In order for the maximization of the goal of good corporate governance, the Board of Directors has appointed the members of the Committees who are knowledgeable and proficient to be the Sub-Committee in order to assist the study of details and screen the Committee’s work more efficiently. Currently, there are sub-committees, namely, Executive Board, Audit Committee, Nominating and Remuneration Committee with the clear structure, duties and responsibilities specified (for the details of roles, duties, and responsibilities, they shall be explained under Management).

5.3 Roles, Duties and Responsibilities of Committee The Company has realized the importance of its Board of Directors’ performance with responsibilities and honesty. The Company has clearly specified the structure, roles, and responsibilities of its Committees as well as respective Management Executives where the Board of Directors is responsible for corporate policy making and regulation while the Management Executives are responsible for operational management according to the Company policies. The Committee also reviews the policy regarding the Company’s corporate governance and regularly evaluates the performance according to such policy. The Company has clearly prepared the manual “Company’s Business Ethics” in writing so the directors, executives, and employee at every level are able to realize and apply to be the standard of conduct. Therefore, they are able to perform their duties with honesty, integrity, and fairness according to the Company’s mission towards both the Company and every parties with vested interests. The Company has regularly communicated with the employees and monitored the performance according to such abovementioned guidelines. In addition, the Company’s Board of Directors has identified the policy concerning the conflict of interest on the principle that the Company shall not support the related transactions with persons that may lead to conflict of interest. In case that such transaction must occur, they shall be according to the guideline of normal business operations like transactions with outsiders. If any transactions are not in compliance with the guideline of normal business operations, the Company shall perform according to the step of approving the related transactions where Directors, Executives, and related personnel are required to provide additional information for such transaction for the Company Secretary in accordance with the regulation set forth by the Securities and Exchange Commission (SEC) and forfeit the right to ballot in such transaction The executive directors has provided the efficient internal control system, regularly monitored and evaluated the system. In case of any abnormal circumstances, they shall be thoroughly audited and rapidly solved the problems. The internal control system is the important mechanism of management in order to help reduce business risk and stabilize the business operations to attain the specified goals, and help protect the Company’s properties from any leakages, and also protect the benefit and investment of shareholders.


5.4 Committee’s Meeting The Company has identified the schedule of the Committee’s meetings in advance except the special agenda. In such case, the Chairman or Directors according to the number specified by the law are able to call for additional meetings deemed as appropriate. The Chairman or Chairman of the meeting shall rely on the policy to support the consideration of various issues with transparency and shall allocate sufficient time for presenting the details and answering the questions. The Secretary shall submit the meeting agendas and documents in advance of the meeting date. In additions, The Company has also prepared the meeting report in writing and stored such reports orderly for auditing and the auditors shall audit the report every quarter. For other Sub-Committees, the meeting shall be separately conducted and such Sub-Committees shall perform according to the abovementioned (for details of number of the Board of Directors’ meeting in the year 2009, they are explained in the topic of Management).

5.5 Committee’s Self-evaluation In the Board of Directors’ meetings, each director shall report the business performance under his/her responsibility so the Committee is able to consider the performance, propose the opinions, and inquires various questions for further improvement.

5.6 Remuneration Regarding the identification of director’s remuneration, the Nominating and Remuneration Committee shall consider before proposing to the Company’s Board of Directors and shareholders for approval. The Nominating and Remuneration Committee has set the criteria for consideration by comparing with other companies in the same industry. The rate shall not be too high but shall be proper and sufficient for motivating and maintaining the qualified directors. The director’s remuneration shall be disclosed in the annual report as specified by the Office of Securities and Exchange Commission.

5.7 Development of Directors and Executives The Company has realized the importance of personnel development at every level, especially directors, and executives since this group of personnel must be seriously developed and must always have updated opinions in order to adjust the business operations’ strategies to be in compliance with the conditions of business operations. The Company has periodically arranged training, seminar, and brainstorming by inviting experts from various institutes to be the instructor. In addition to the managerial development, the Company has realized the importance of personality development and ethics for executives. The training schedule for directors and executives is under the annual action plan of the Human Resource Department. In additions, persons who have the potential to be promoted to the executives or high level executives must pass various curriculum in order to develop themselves according to the succession planning criteria and the Company has identified various curriculums classified by each level of executive and the Company’s performance shall be reported in the Board’s meetings.

Monitor on the use of inside information It is the Company’s policy to oversee that its executives would not be using the Company’s inside information for their own benefits and to ensure that trading of securities are conducted in line with legal requirements, i.e. its directors and the executives are required to report on the changes of their securities holdings to the Office of the Securities and Exchange Commission by virtue of Section 59 of the Securities and Exchange Act B.E. 2535. They are required to submit such report each time a sale, purchase, transfer or acceptance of transfer of the Company’s securities takes place within 3 business days from the date of such transaction. In addition, any executive or work unit which has come into knowledge of inside information shall not disclose any of such information to a third party or to those who have no duty to be involved with the matter and to keep such major information which has not as yet been disclosed as confidential and restricted to senior executives involved with the issues only. For example, they will not buy or sale or offer or persuade others to buy or sell Company’s securities both directly and indirectly within one month, before the declaration of quarterly and annually financial statement to the public. Furthermore, the Company sets regulations not allow every board member and employee to use their authority or opportunity to work for their own or other person benefits. Those who violates will face a disciplinary action immediately.

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The Company has never had any labor argument for the past 3 years. As at 31 December 2009 it had 696 permanent staff, and 82 contract staff, divided by groups as follows:

Segment Total (Personnel)

ICT Business Group 95

Technology Business Group 101

Project Business Group 155

Trading Business Group 144

Service Business Group 8

International Business Group 10

Special Projects Group 20

Joint Venture Business Group 61

Office of the President 23

Finance and Administration Group 127

Internal Audit Department 8

Human Resources Department 14

Corporate Communication Department 12

Total Employees 778

Personnel Policy To accomplish the corporate visions, the Company clearly identified goals and missions both on organizational unit basis and individual basis. The Company developed personnel competency by training and development systems. It sent appropriate and potential staff to attend necessary training and development courses to uplift their knowledge, understanding, technology, and work skills. The Company organized both internal and external training programs by either inviting knowledgeable speakers/trainers, or sending its staff to attend courses organized by external training organizers. Also, it sponsored its staff on overseas training programs or field trips to learn more work skills and services in business sectors or in technology not available in Thailand. The Company continued implying the Appropriate Remuneration Policy by considering both Performance-based Pay and Variable Pay. It also emphasized on organizing activities to promote internal communication, and various personnel relation activities to gain more participation resulting in positive relationship among staff. Also, it conducted the personnel development schemes with emphasis on current skill, knowledge and competency development as well as preparation for the career growth in conjunction with the Succession Planning, especially in executive levels. Total Personnel Remuneration of Company staff from January to December 2009 in form of salaries, wages, overtime, and bonus is Baht 348.04 million.

Personnel

Annual Report 2009 Loxley Public Com

pany Limited

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Information of Company Executives Name-Surname Age Education / Training Shareholding Ratio (%) Family Relationship Work Experience for the Past 5 years

Position (Years) Own Spouse & Children among Executive Duration Position Organization below 20 Years old

1. Mr.Pairote Lamsam 76 - B.A.(Commerce) University of 35,589,030 None Brother of 2000-present Advisor to the Board Kasikorn Bank Public Company Limited Chairman Manchester England 1.78 % Mr.Dhongchai Lamsam 1995-present Chairman Loxley Trading Company Limited - Director Accreditation Program 17/2004 and Mr.Poomchai Director BlueScope Steel (Thailand) Limited Thai Institute of Directors Association Lamsam/Brother-in-law Director BlueScope Lysaght (Thailand) Limited of Dr. Jingjai 1991-present Director BP - Castrol (Thailand) Limited Hanchanlash/Uncle of 1990-present Chairman Loxley Public Company Limited Mr.Vasant Chatikavanij, Chairman Ekpavee Company Limited Mr.Suroj Lamsam, and 1989-present Director Loxley Property Development Company Limited LT.Chalermchoke 1981-present Director Loxley International Company Limited Lamsam 1972-present Director Zin Suapah Company Limited 1969-present Chairman Siam Sanitary Ware Company Limited 1960-present Managing Director Lamsam Estate Company Limited

2. Mr.Sukit Wanglee 79 - Mechanical Engineering Leicester 4,659,840 None Brother of 1996-present Chairman Poonphol Company Limited Vice Chairman College, England 0.23% Mr.Supachai Wanglee 1990-present Director Ekpavee Company Limited - Director Accreditation Program 12/2004 1984-present Director Siam Sanitary Ware Company Limited Thai Institute of Directors Association 1982-present Vice Chairman Loxley Public Company Limited

3. Mr.Dhongchai Lamsam 63 - Bachelor of Science (Honors),Chemical 25,459,090 1,112,870 Brother of 2006-present Chairman Asia Security Management Company Limited - President Technology, Chulalongkorn University 1.27% 0.06% Mr.Pairote Lamsam and Director Loxley Global Company Limited - Nominating & - M.Sc. Industrial Engineering Illinois Mr.Poomchai Lamsam 2005-present Director L-TAG Technologies Company Limited Remuneration Institute of Technology, U.S.A. Brother-in-law of 2003-present Director Loxley GTECH Technology Company Limited Committee Member - Advanced Management Program, Dr. Jingjai Hanchanlash 2001-present Director Loxley Wireless Company Limited Harvard Business School, U.S.A. Uncle of 2000-present Director Law Enforcement Technology Solutions Co.,Ltd. - Director Accreditation Program 12/2004 Mr.Vasant Chatikavanij 1999-present Director Poonsap Communication Company Limited Thai Institute of Directors Association and Mr.Suroj Lamsam 1998-present Chairman Oriental Post Company Limited Father of 1996-present Director Jago Company Limited LT.Chalermchoke Director Thai Fiber Optics Company Limited Lamsam Director General Aviation Company Limited 1995-present Director Data Mining Company Limited 1994-present Director BP - Castrol (Thailand) Limited 1990-present Managing Director Ekpavee Company Limited 1989-present Director Loxley Property Development Company Limited Director BlueScope Lysaght (Thailand) Limited 1983-present President Loxley Public Company Limited 1981-present Managing Director Loxley International Company Limited 1977-present Director Loxley Trading Company Limited 1972-present Director Zin Suapah Company Limited

4. Dr.Harit Sutabutr 73 - Ph.D. Mechanical Engineering 52,500 None None 1999-present Senior Adviser to the National Science and - Independent Director University of California, Berkeley 0.003 % Director Technology Development Agency - Chairman of the Audit - Director Accreditation Program 16/2004 1999-2002 Acting Deputy Director National Science and Committee Thai Institute of Directors Association Technology Development Agency 1998-present Vice Chairman of the King Mongkut’s University of Technology University Council Thonburi 1993-present Independent Director Loxley Public Company Limited

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1992-1998 President King Mongkut’s University of Technology Thonburi 1987-1999 Director National Center for Metal & Material Technology, National Science and Technology Development Agency, Ministry of Science and Technology

5. Dr. Wissanu Krea-Ngam 58 - LL.D. Honoris Causa None None None 2009-present Chairman Amata Corporation Public Company Limited Independent Director Chulalongkorn University 2001 2008-present Chairman BFIT Security Public Company Limited - Certificate from National Defense Chairman Bangkok First Investment and Trust Plc. College 1997 Independent Director Loxley Public Company Limited - J.S.D. University of California, 2007-2009 Director Amata Corporation Public Company Limited Berkeley 1976 2006-present Chairman Sikarin Public Company Limited - LL.M. University of California, 2006-2007 Member of National National Legislative Assembly Berkeley 1974 Legislative Assembly - Barrister-AT-Law (Thai) 1973 2002-2006 Deputy Prime Minister Government House - LL.B. (Hons. 1st Class) 1993-2002 Secretary General of Government House Thammasat University 1972 the Cabinet - Director Accreditation Program 68/2008 1992-2000 Senator Senate Thai Institute of Directors Association

6. Mr. Sirin 62 - M.BA. Stanford University, None None None 2008-present Independent Director Loxley Public Company Limited Nimmanahaeminda Palo Alto, California, U.S.A. 2007-present Director to the Risk PTT Exploration and Production Independent Director - B.A. (Economics), University of Michigan, Management Committee Public Company Limited Ann Arbor, Michigan, U.S.A. 2006-present Independent Director, PTT Exploration and Production Director to the Audit Public Company Limited Committee, and Director to the Remuneration Committee 2002-present Chairman, Independent Trinity Wattana Public Company Limited Director, and Chairman of the Audit Committee 2001-present Chairman of the Niyom Panich Group of Companies Executive Board 1996-present Vice Chairman, Advance Agro Industries Public Company Limited Director to the Risk Management Committee 2006-2007 Director and Executive Thai Airways International Public Board Company Limited 2005-2007 Chairman Thai Sri Insurance Company Limited

7. Dr. Supavud Saicheua 52 - Ph.D. in Economics None None None 2008-present Investment Expert of Government Pension Fund Independent Director University of Hawaii at Manoa, U.S.A. Investment Committee - M.A. in Economics 2007–present Independent Director Loxley Public Company Limited University of the Philippines (Diliman), 2007-Jan 2008 Committee Macro Economic Steering Committee, Philippines Office of the Prime Minister


pany Limited

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- B.A. in Economics 2006–present Sub-Committee The National Economic and Victoria University of Wellington, Social Development Board (NESDB) New Zealand Trustee Kenan Institute Asia - Director Accreditation Program 36/2005 2005–present Executive Director Phatra Securities Public Company Limited Thai Institute of Directors Association Managing Director (Head of Research) 2004–Jan 2006 Advisor to the Board Industrial Estate Authority of Thailand of Directors 2004-2005 Director and Golden Land Property Development Independent Director Public Company Limited 2003-2005 Director Securities Analyst Association 2002-2006 Committee The Economic Society of Thailand 2001-2003 Investment Expert of Government Pension Fund Investment Committee 1999-2005 Research Committee National Research Council of Thailand on Economics

8. Mr.Charoon Chinalai 71 - Civil Engineering King’s College None None None 1992-present Director Parinda Public Company Limited - Independent Director London University, England 1980-present Independent Director Loxley Public Company Limited - Audit Committee - Director Accreditation Program 12/2004 Director CoffarlThai Company Limited Member Thai Institute of Directors Association Director EkThana Engineering Company Limited

9. Mr.Dusit Nontanakorn 62 - MBA.(1977) Marketing, None None None 2009-present Chairman The Thai Chamber of Commerce - Independent Director University of California at Los Angeles 2008-present Director Amata Corporation Public Company Limited - Audit Committee - M.S.(1969) Structural Engineering, 2005-present Independent Director Loxley Public Company Limite Member Ohio State University 2005-2008 Vice Chairman The Thai Chamber of Commerce - Chairman of - B.E.(1968) Civil Engineering, 2002-present Audit Committee Siam Future Development Public the Nominating & Youngstown State University,Ohio Member Company Limited Remuneration Committee - Director Certification Program 24/2002 2002-2007 Secretary Board of Trade of Thailand and Thai Institute of Directors Association Thai Chamber of Commerce - Chairman 2000 Member of Vajiravudh College Thai Institute of Directors Association the Executive Board - Audit Committee Program 10/2005 of Directors Thai Institute of Directors Association President Cementhai Distribution Company Limited - Advanced Management Program Director, Audit IFCT Harvard University Committee Member, - Public Director Institute (PDI), and Remuneration State Enterprise Policy Office, Committee Member Ministry of Finance 2009 Member Board of Investment Vice Chairman International Chamber of Commerce Chairman Thailand Management Association President Old Vajiravudh College Alumni under His Royal Patronage

10. Mr.Supachai Wanglee 76 - Master of Engineering 2,897,530 None Brother of 1977-present Director Loxley Public Company Limited Director University of Pennsylvania, U.S.A. 0.15 % Mr.Sukit Wanglee 1982-present Director Sathon Thani Company Limited

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- Director Accreditation Program 12/2004 1977-present Director Supha-Aroon Company Limited Thai Institute of Directors Association 1976-present Director Pathaweewathana Company Limited 1973-present Director Tawara Company Limited 1971-present Director Poonpatanakran Company Limited Director Suep Siri Company Limited 1970-present Director Pipatanasin Company Limited 1967-present Director Pirakit Company Limited 1964-present Managing Director CES Company Limited 1962-present Director Poopipat Company Limited Director Poonvanich Company Limited

11. Mr. Suebtrakul 67 - MBA, Curtin University, Australia None None None 2006-present Director Asia Security Management Company Limited Soonthornthum - PMD. Harvard University, 2004-present Director United Overseas Bank (Thai) Public - Director Graduate School of Business Company Limited - Senior Executive Administration - U.S.A. 2000-present Chairman Muang Thai Real Estate Public Company Limited Vice President - National Defense College - Thailand 1999-present Director BP - Castrol (Thailand) Limited - Nominating & - Director Accreditation Program 17/2004 1996-present Independent Director Vanachai Group Public Company Limited Remuneration Thai Institute of Directors Association 1992-present Chairman Foseco (Thailand) Limited Committee Member Senior Executive Loxley Public Company Limited Vice President 1991-present Chairman Guardfire Limited 1987-present Director BlueScope Lysaght (Thailand) Limited Director BlueScope Steel (Thailand) Limited Independent Director Muang Thai Life Assurance Company Limited

12. Mr.Poomchai Lamsam 60 - B.A. Political Science, (1973) 1,000,000 55,250 Brother of 2004-present Chief Executive Officer Muang Thai Life Assurance Company Limited Director University of Colorado, U.S.A. 0.05 % 0.003 % Mr.Pairote Lamsam and 1997-present Vice Chairman Muang Thai Insurance Public - Strayer College, U.S.A. Mr.Dhongchai Lamsam Company Limited - Trent College, England Brother-in-law of 1989-present Director Loxley Public Company Limited - Saint Gabriel, Thailand Dr. Jingjai Hanchanlash 1988-present Director Muangthai Real Estate Public - Director Accreditation Program 28/2004 Uncle of Mr.Vasant Company Limited Thai Institute of Directors Association Chatikavanij, Mr.Suroj Director Muangthai Fortis Holding Company Limited Lamsam, and 1987-present Vice Chairman Phatra Leasing Public Company Limited LT.Chalermchoke Lamsam

13. Mr.Vasant Chatikavanij 53 - M.S.Chemical Engineering 1,849,980 275,000 Nephew of 2009-present Director Muangthai Asset Company Limited - Director Lehigh University, U.S.A. 0.09 % 0.01 % Mr.Pairote Lamsam, 2008-present Chairman E-Cart Studio Company Limited - Executive - B.S.E. Chemical Engineering, Mr.Dhongchai Lamsam, 2007-present Executive Loxley Public Company Limited Vice President Princeton University, U.S.A. and Mr.Poomchai Vice President - Director Accreditation Program 12/2004 Lamsam Director Mobile Innovation Company Limited Thai Institute of Directors Association Nephew-in-law of Director Loxley Wireless Company Limited


pany Limited

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Dr.Jingjai Hanchanlash 2006-present Chairman NetONE Network Solution Company Limited Cousin of 2001-present Director TT&T Public Company Limited Mr.Suroj Lamsam and 1999-present Chairman Loxbit PA Public Company Limited LT.Chalermchoke 1995-present Director Data Mining Company Limited Lamsam 1993-present Chairman LOXBIT Public Company Limited 1989-present Director Loxley Property Development Company Limited 1981-present Director Loxley International Company Limited 2005-2007 Director Teleinfo Media Public Company Limited 2002-2008 Director CS Loxinfo Public Company Limited 1994-2008 Chairman MOCAP Limited 1984-2007 Executive Director Loxley Public Company Limited

14. Mr.Suraphand 58 - Master Degree in Business 100,000 None None 2008-present Director MOCAP Limited Bhasitnirandr Administration, 0.005% Director Loxley Property Development Company Limited - Director University of West Los Angeles, U.S.A. 2007-present Executive Loxley Public Company Limited - Executive Vice President - Bachelor Degree in Accountancy Vice President - Nominating & (Honours), Chulalongkorn University Director Loxley Trading Company Limited Remuneration - Director Accreditation Program 12/2004 2005-present Chairman L-Elevator and Engineering Company Limited Committee Member Thai Institute of Directors Association Director Guardfire Company Limited - Certificate Politics and Governance in Director L-TAG Technologies Company Limited Democratic Systems for Executives Course 1999-2007 Executive Director Loxley Public Company Limited King Pradjadhipok’s Institue 10/2006 - Certificate Capital Market Academy Leader Program Capital Market Academy 5/2007

15. Dr.Sompop Chareonkul 60 - B.Commerce (1st Class Honours), 800,000 None None 2008-present Executive Loxley Public Company Limited - Director Chulalongkorn University 0.04% Vice President - Executive Vice President - MBA, (Marketing), University of Honorary Counsel Software Industry Promotion Agency Wisconsin-Madison, U.S.A. (Public Organization) - M.S. (Business Administration), Chairman of the Asia Security Management University of Wisconsin-Madison, U.S.A. Executive Board Company Limited - Ph.D.(Business Administration), Chairman of the Law Enforcement Technology Solutions University of Wisconsin-Madison, U.S.A. Executive Board Company Limited - National Defense College (4212) Qulified Director The Central Committee on the Price of - Director Accreditation Program 15/2004 Goods and Services, Thai Institute of Directors Association Ministry of Commerce 2007-2008 Member The Civil Service Sub-Commission on Ethics Promotion for Public Sector Transparency Member National Campaign Against Vote-Buying Following a Sensational Leak of the Council

70



for Nation Security 2007-present Director Loxley Trading Company Limited 2006-2007 Member The National Legislative Assembly, Thailand 2005-present Chairman of the Progress Information Company Limited Executive Board 2005-2006 Committee Customer Services Quality Assurance Thai Airways International Public Company Limited 2003-2007 Committee Special Sub-Commission on Effective Public Sector Human Resource Management 2002-2004 Committee Public Ware House Organization 1998-present Executive Director Oriental Post Company Limited 1997-2006 Director Diana Department Store Public Company Limited 1994-present Director Societe Commerciale Lao Company Limited

16. Mr.Suroj Lamsam 43 - MM, Sasin Graduate Institute of Business 1,137,150 None Nephew of 2008-present Executive Loxley Public Company Limited - Director Administration of Chulalongkorn 0.06 % Mr.Pairote Lamsam, Vice President - Executive Vice President - MA., Communications, Mr.Dhongchai Lamsam, President Loxley Property Development Company Limited New York University New York, U.S.A. and Mr.Poomchai President Data Mining Company Limited - BA, Marketing and Consumer Studies Lamsam President Thai Gateway Company Limited Syracuse University, Syracuse, New York Nephew-in-law of 2005-present Director TT&T Public Company Limited - Graduate Diploma in Management Dr.Jingjai Hanchanlash 2004-2008 Executive Director Loxley Public Company Limited of Public Economy Cousin of President L-Mobile & Computer Company Limited King Prajadhipok’s Instiute Mr.Vasant Chatikavanij 2004 Director L-Mobile & Computer Company Limited - Director Accreditation Program 40/2005 and LT.Chalermchoke 2000-present Director Point Asia Dot Com Company Limited Thai Institute of Directors Association Lamsam 1999-present Director Thanakorn Vegetable Oil Company Limited Director Navakij Company Limited Director The Lamsam Estate Company Limited

17. Lt.Suchin Baholyodhin RTN. 73 - Aeronautical Engineering, UK. 520,000 None None 2007-present Executive Loxley Public Company Limited Executive Vice President 0.03 % Vice President 2003-2007 Executive Director Loxley Public Company Limited 1996-present Director General Aviation Company Limited

18. Dr.Jingjai Hanchanlash 67 - Doctorat d’University de Caen 500,000 1,997,000 Brother-in-law of 2009-present Chairman of the The Office for National Education Standards Executive Vice President (mention droit), France 0.03 % 0.10 % Mr.Pairote Lamsam Executive Committee and Quality Assessment (Public Organization) - Certificate in Project Analysis, Mr.Dhongchai Lamsam, 2008-present Executive Loxley Public Company Limited University of Connecticut, U.S.A. and Mr.Poomchai Vice President - Certificate in Mid-Career Management Lamsam 2007-present Director Progress Information Company Limited Training, University of Western Ontario, Uncle-in-law of Member of the Council King Prajadhipok Institute Canada Mr.Vasant Chatikavanij, Member Saranrom Institute of Foreign Affairs - Director Accreditation Program 1/2003 Mr.Suroj Lamsam, and Qualified Member National Science and Technology


pany Limited

71



Thai Institute of Directors Association LT.Chalermchoke Development Board - Audit Committee Program 19/2007 Lamsam 2005-present Director and Asian Phytoceuticals Public Company Limited Thai Institute of Directors Association Executive Director Khon Kaen University 2004-present President Alliance Francaise Honorary Consul Honorary Consulate of Jamaica in Thailand 2003-present Chairman IPEDEX Thailand Chairman Board of Trustees, Certer for Dispute Resolution, 2003-2008 Executive Director Loxley Public Company Limited 2002-present Member National Education Council 2001-present Independent Director Laguna Resorts & Hotels Public Company Limited 2000-present Chairman Loxley Pacific Company Limited, DPR Korea Independent Director Thai Wah Food Public Company Limited 1999-present Chairman Rutnin-Gimbel Excimer Laser Eye Centre Member Council University of Thai Chamber of Commerce Chairman French-Thai Business Council Secretary General Development Cooperation Foundation 1997-present Director of the Thai Chamber of Commerce Executive Board 1996-present Member of the Mekong Region Law Centre Executive Board

19. Mr.Trichakr Tansuphasiri 65 - B.Engineering Chulalongkorn University None None None 2003-present President and Chief Loxley GTECH Technology Company Limited Executive Vice President - Director Accreditation Program 12/2004 Executive Officer Thai Institute of Directors Association 1999-present Executive Director Loxley Public Company Limited 1997-present President Jago Company Limited

20. LT.Chalermchoke Lamsam 36 - Bachelor of Business Administration, 9,406,370 3,733,750 Son of 2008-present Executive Vice President Loxley Public Company Limited Executive Vice President Chulalongkorn University 0.47 % 0.19 % Mr.Dhongchai Lamsam 2006-2008 Executive Director Asia Security Management Company Limited - MBA, Seattle University, U.S.A. Nephew of 2006 Assistant Vice President Loxley Public Company Limited - Public Administration and Public Laws, Mr.Pairote Lamsam, and 2005-2006 Assistant Vice President Loxley GTECH Technology Company Limited King Prajadhipoks Institute Mr.Poomchai Lamsam (Marketing) Newphew-in-law of 2005-present Director Thai Fiber Optics Company Limited Dr.Jingjai Hanchanlash Director L-TAG Technologies Company Limited Cousin of 2002-present Director Law Enforcement Technology Solutions Mr.Vasant Chatikavanij Company Limited and Mr.Suroj Lamsam 2000-present Executive Director Loxley International Company Limited Director LTS Travel Service Company Limited 2004-2005 Senior Manager Loxley Public Company Limited 2002-2003 Manager Loxley Public Company Limited 2000-2001 Assistant Manager Loxley Public Company Limited 1997-2000 Officer, Directorate Royal Thai Army of Intelligence

Remark : Director No.1 – 3 and 10-16 are directors who have the authorizes to sign and binding the Company specified in Company’s Certificate.

72

Information of Directors in Holding Position in Subsidiaries,Associated & Related Companies as at 31 December 2009

Subsidiaries Holding in Direct and Indirect and Company Limited has Control 18. Nin Developm

ent Farm Co., Ltd.

17 Digital Screen Play Co., Ltd.

16. L Hardware & Services Co., Ltd.

15. Thai Gateway Co., Ltd.

14. NetONE Network Solutions Co., Ltd.

13. Loxbit PA Plc.

12. Professional Computer Co., Ltd.

11. Loxley Trading Co., Ltd.

10. Loxley Global Co., Ltd.

9. Loxley Property Developm

ent Co., Ltd.

8. PartZone (Thailand) Co., Ltd.

7. Societe Com

mercial Lao Co., Ltd.

6. Asia Security M

anagement Co., Ltd.

5. Loxbit Plc.

4. International Agriculture Holdings Co., Ltd.

3. Data M

ining Co., Ltd.

2. Jago Co., Ltd.

1. Loxley W

ireless Co., Ltd.

Loxley Plc.

Name of Director

Company

1. Mr. Pairote Lamsam C C C 2. Mr. Sukit Wanglee / 3. Mr. Dhongchai Lamsam P C C C C / C / 4. Dr. Harit Sutabutr / 5. Dr. Wissanu Krea-ngam / 6. Mr. Sirin Nimmanahaeminda / 7. Dr. Supavud Saicheua / 8. Mr. Charoon Chinalai / 9. Mr. Dusit Nontanakorn / 10. Mr. Supachai Wanglee / 11. Mr. Suebtrakul Soonthornthum // / / / / / / / 12. Mr. Poomchai Lamsam / 13. Mr. Vasant Chatikavanij /// / / C / C C 14. Mr. Suraphand Bhasitnirandr /// / / 15. Dr. Sompop Chareonkul /// / / 16. Mr. Suroj Lamsam /// / P / 17. Lt. Suchin Baholyodhin RTN. /// 18. Dr. Jingjai Hanchanlash /// C C 19. Mr. Trichakr Tansuphasiri /// P 20. LT. Chalermchoke Lamsam ///

Remark : C = Chairman P = President / = Director // = Senior Executive Vice President /// = Executive Vice President (Director No.1-3 and 10-16 are the directors who have the authorizes to sign and binding the Company as specified in the Company’s Certificate)


pany Limited

73

Information of Directors in Holding Position in Subsidiaries,Associated & Related Companies as at 31 December 2009

Associated Companies Holding in Direct and Indirect Related Companies

Loxley Plc.

Name of Director

Company

2. TT&T Plc.

1. Muang Thai Insurance Plc.

9. Loxley GTECH Technology Co., Ltd.

8. BlueScope Steel (Thailand) Ltd.

7. BlueScope Lysaght (Thailand) Ltd.

6. Foseco (Thailand) Ltd.

5. Mobile Innovation Co., Ltd.

4. Guardfire Ltd.

3. BP - Castrol (Thailand) Ltd.

2. Thai Fiber Optics Co., Ltd.

1. Oriental Post Co., Ltd.

Remark : C = Chairman P = President / = Director // = Senior Executive Vice President /// = Executive Vice President (Director No.1-3 and 10-16 are the directors who have the authorizes to sign and binding the Company as specified in the Company’s Certificate)

1. Mr. Pairote Lamsam C / / / 2. Mr. Sukit Wanglee / 3. Mr. Dhongchai Lamsam P / / / / / 4. Dr. Harit Sutabutr / 5. Dr. Wissanu Krea-ngam / 6. Mr. Sirin Nimmanahaeminda / 7. Dr. Supavud Saicheua / 8. Mr. Charoon Chinalai / / 9. Mr. Dusit Nontanakorn / 10. Mr. Supachai Wanglee / 11. Mr. Suebtrakul Soonthornthum // / / / / / / / 12. Mr. Poomchai Lamsam / / 13. Mr. Vasant Chatikavanij /// / / 14. Mr. Suraphand Bhasitnirandr /// / 15. Dr. Sompop Chareonkul /// / 16. Mr. Suroj Lamsam /// / 17. Lt. Suchin Baholyodhin RTN. /// 18. Dr. Jingjai Hanchanlash /// 19. Mr. Trichakr Tansuphasiri /// P 20. LT. Chalermchoke Lamsam /// /

74

Board of Directors

Subsidiaries

18. Nin D

evelopment Farm

Co., Ltd.

17. Digital Screen Play C

o., Ltd.

16. L Hardw

are & Services Co., Ltd.

15. Thai Gatew

ay Co., Ltd.

14. NetO

NE N

etwork Solutions C

o., Ltd.

13. Loxbit PA Plc.

12. Professional Com

puter Co., Ltd.


10. Loxley Global C

o., Ltd.


ent Co., Ltd.


7. Societe Com

mercial Lao C

o., Ltd.

6. Asia Security Managem

ent Co., Ltd.

5. Loxbit Plc.

4. International Agriculture Holdings C

o., Ltd.

3. Data M

ining Co., Ltd.

2. Jago Co., Ltd.

1. Loxley Wireless C

o., Ltd.Remark : C = Chairman P = President / = Director

Information of Directors in the Subsidiaries

1. Mr. Thongyai Chanthanawan P

2. Mr. Tim Tak Timmothy Wong / / /

3. Mr. Werachai Kitsirisin /

4. Mr. Sanit Ratanavadi /

5. Mrs. Sudkanueng Malithong /

6. Mrs. Suganya Veerakiatkij / / /

7. Mr. Prasert Suvithyasiri / / /

8. Mr. Chamnan Chotcomwongse /

9. Mrs. Thanida Greechurt /

10. Mr. Pichai Charoonpisit /

11. Mr. Charnchai Ngamsamrit /

12. Mr. Chen Yen Song /


pany Limited

75

Board of Directors

Subsidiaries

18. Nin Developm

ent Farm C

o., Ltd.

17. Digital Screen Play Co., Ltd.

16. L Hardw


15. Thai Gatew

ay Co., Ltd.

14. NetO

NE N

etwork Solutions C

o., Ltd.

13. Loxbit PA Plc.


puter Co., Ltd.


10. Loxley Global C

o., Ltd.

9. Loxley Property Development C

o., Ltd.


7. Societe Com

mercial Lao C

o., Ltd.


ent Co., Ltd.

5. Loxbit Plc.


o., Ltd.

3. Data Mining C

o., Ltd.

2. Jago Co., Ltd.




13. Mr. Saknarong Saengsangapong P P / /

14. Mrs. Vanida Viriyatharangkunr / / / / /

15. Mr. Kenneth White /

16. Mrs. Puangkaew Pojanapanich /

17. Mr. Thavisakdi Thangsuphanich /

18. Mr. Kittichai Rakrakanit /

19. Mrs. Vongthip Chumpani /

20. Mr. Somphop Pitaksiripan /

21. Mrs. Kosoom Sinphurmsukskul P

22. Mr. Chusak Bhachaiyud /

23. Adm. Taveechai Liengphboon /

24. AM. Adireg Sastararuchi /

76

Board of Directors

Subsidiaries

18. Nin D

evelopment Farm

Co., Ltd.

17. Digital Screen Play C

o., Ltd.

16. L Hardw


15. Thai Gatew

ay Co., Ltd.

14. NetO

NE N

etwork Solutions C

o., Ltd.

13. Loxbit PA Plc.


puter Co., Ltd.


10. Loxley Global C

o., Ltd.


ent Co., Ltd.


7. Societe Com

mercial Lao C

o., Ltd.


ent Co., Ltd.

5. Loxbit Plc.


o., Ltd.

3. Data M

ining Co., Ltd.

2. Jago Co., Ltd.




25. Mr. Karn Thongyai P

26. Mr. Supat Karachalkul / /

27. Mr. Zamir Eldar /

28. Mr. Shai Meirav /

29. Mr. Ehud Herbst /

30. Miss. Osnat Levav /

31. Mr. Viphet Sihachakr /

32. Mrs. Sangmanee Viyagate /

33. Mr. Wachira Yongyai /

34. Mr. Keattisak IamSri /

35. Mr. Pongthep Surattanavongkul /

36. Mr. Graham Storah P


pany Limited

77

Board of Directors

Subsidiaries

18. Nin Developm

ent Farm C

o., Ltd.


16. L Hardw


15. Thai Gatew

ay Co., Ltd.

14. NetO

NE N

etwork Solutions C

o., Ltd.

13. Loxbit PA Plc.


puter Co., Ltd.


10. Loxley Global C

o., Ltd.


o., Ltd.


7. Societe Com

mercial Lao C

o., Ltd.


ent Co., Ltd.

5. Loxbit Plc.


o., Ltd.

3. Data Mining C

o., Ltd.

2. Jago Co., Ltd.




37. Mr. Vichai Phanchet /

38. Mrs. Natakon Sa-nguansin /

39. Mr. Wasan Wanich /

40. Mr. Christopher Sze Hoo Lam /

41. Mr. Gerald Hin Tsun To /

42. Mr. Kim Pun Wong /

43. Khunying Chatchani Chatikavanij /

44. Mr. Suphot Wanglee /

45. Mr. Pheat Wanglee /

46. Mr. Ali Aljunied / /

47. Mr. Pahol Pojanapanich /

48. Miss Kanya Ratana-amornsak /

78

Board of Directors

Subsidiaries

18. Nin Developm

ent Farm C

o., Ltd.


16. L Hardw


15. Thai Gatew

ay Co., Ltd.

14. NetO

NE N

etwork Solutions C

o., Ltd.

13. Loxbit PA Plc.


puter Co., Ltd.


10. Loxley Global C

o., Ltd.


o., Ltd.


7. Societe Com

mercial Lao C

o., Ltd.


ent Co., Ltd.

5. Loxbit Plc.


o., Ltd.

3. Data Mining C

o., Ltd.

2. Jago Co., Ltd.


o., Ltd.

Remark : C = Chairman P = President / = Director


49. Mr. Pornrapee Abhakorn / P P

50. Mr. Parivat Tharincharoen / /

51. Mr. Kitti Jongcharoenkijkarn /

52. Miss Kamolthorn Malavichai / /

53. Mr. Chatchai Lertviriyapakorn /

54. Miss Phakamast Pongsiriwan /

55. Miss Wongphaka Pongsiriwan /

56. Miss Pichaya Konguthaikul /

57. Mr. Voravit Apisitpich /


Internal Control and Audit

The Company has emphasized on the Internal Control and resulting in Internal Control processes in several aspects including finance, and management for efficient and effective operations according to respective laws, rules, and regulations with continuous improvement. Consequently, the roles and responsibilities of the staff and executives have been clearly specified with proper management and control of the Company’s assets usage for the highest benefit including separation of Operational staff, and Monitoring staff to properly balance the control. In addition, the Company also prepares the financial report system for respective business units. It has also strived to strengthen the credibility of company financial report prior to proposing to the Board of Directors to ensure effective internal control processes and adequate internal audit including transparent disclosure of related transac-tions, nomination of company’s auditor, and other assignments from the Board of Directors. The Internal Audit Department is responsible for internal audit activities and directly reports to the Audit Committee as well as being appointed by the Board of Directors in compliance with the Stock Exchange of Thailand’s guidelines where Senior Vice President of Internal Audit Department is the Secretary to the Audit Committee. The Audit Committee has evaluated the Company’s Internal Control and Internal Audit through the Auditor and concluded that the Company and its subsidiaries provide good and adequate Internal Control that can be categorized into 5 aspects as follows:

1. Organization and Environment The Company has constantly optimized the control environment by adjusting the Company structure according to its business plans. The Company has prescribed its vision, objectives, strategies, budget, policies and distinctive operations with clear job responsibilities. The Management has been a good example in honesty and ethics where continuous human resource management including recruitment and development have been well practiced. Delegation of authorization and responsibilities with clear business objectives was also practiced that can be clearly monitored, verified, and evaluated, respectively.

2. Risk Management The Management has checked policies associated with internal and external factors in order to develop proper and efficient measures to manage the risks as well as preparation

of risk management reports, and strategic improvement associated with all risks affecting the operations to maintain the Company’s and Shareholder’s benefits. Consequently, the Board of Directors also jointly appointed the Risk Management Committee to ensure taut and efficient management coherent with the Internal Control processes.

3. Management’s Operation Control There have been guidelines for policymaking, opera-tion process measures, and performance monitoring of the Company and its subsidiaries including responsibilities of the Management of each level where it is divided into business groups for efficient management and control. Additionally, the Company has monitored its operations and related transactions or any transactions with possible conflict of interest in order to ensure actual transactions in accordance with normal business practice according to the Declaration of the Stock Exchange Commission on “Information disclosure and registered company guidelines on related transactions” to ensure accuracy and completeness of its subsidiaries and joint-ventures, where Committees or the Management were appointed as Committee members of related subsidiaries and joint-ventures.

4. Information and Communications Technology The Company has emphasized on the Information and Communications Technology by encouraging the utilization of ICT for daily operations via internal and external communication channels through Company’s intranet and public website where its employees can be well aware of current issues, related information specifically for the employees, financial and operation reports, as well as compliance of policy and regulation. Additionally, e-mail is a convenient and fast communications tool used among the Management and employees.

5. Monitoring and Evaluation System The Company has constantly monitored and evaluated its operation’s performance compared with respective monthly targets in order to ensure effective Internal Control processes, independent Internal Control activities, and straightforward reports and solutions for the Audit Committee and the Management for subsequent improvement. Should there be any significant impairment; respective suggestion to the Management for future risk prevention in a timely manner would be performed to reassure consistency and effective internal control processes.

80

Report of Board’s Responsibilityfor Financial Report

The Company’s Board of Directors is responsible for the financial statements of the Company and its subsidiaries as

well as the financial data shown in the Annual Report. Such financial statements are prepared according to the accounting

standards generally accepted in Thailand by adoption of appropriate accounting policies and with constant practices,

utmost care and discretion. Moreover, essential information is sufficiently disclosed in the notes to the financial

statements.

The Company’s Board procures an efficient internal control system to ensure proper and complete accounting recording.

The Financial statements of the Company and its subsidiaries are audited by the Company’s auditor, KPMG Phoomchai Audit

Limited. In conducting the audit, the auditor is provided by the Company’s Board with information and documents to allow

audit and expression of opinion by the auditor pursuant to the accounting standards, the auditor’s opinion is shown within

“Auditor’s Report”, a part of the Annual Report.

The Company’s Board of Directors opines that the Company’s overall internal control system is at a satisfying level.

The system can reasonably assure that the Company’s and its susidiaries’ annual financial statements ending 31 December 2009

are reliable, comply with the generally accepted accounting standards and properly adhere to the laws and other related

regulations.

(Mr.Dhongchai Lamsam)

President

(Mr.Pairote Lamsam)

Chairman of the Board


Audit Committee Report for Fiscal Year 2009

The Company’s Audit Committee consists of 4 independent directors namely Dr. Harit Sutabutr, Dr. Wichian Watanakun, Mr. Charoon Chinalai, and Mr. Dusit Nontanakorn. The Audit Committee has performed duties in accordance with the prerequisites of law. Outstanding activities of the Committee are summarized as follows:

1. Verified the bi-monthly, five-monthly, eight-monthly, and quarterly as well as the annual financial report of the Company, its subsidiaries, and its associates after being verified by Internal Auditors through quarterly meetings for further detailed instruction, audited financial report and suggestion prior to submission to the Board of Directors whose opinions include reporting processes, disclosure of information of the Company, its subsidiaries, and its associates have followed the generally accepted accounting principles where accurate and adequate disclosure of information has been met.

2. Verified that the Company has followed Securities and Stock Exchange regulations, rules of the Stock Exchange of Thailand and concerned laws related to the Company’s operations.

3. Concerned Management Executives of the Company, its subsidiaries, and its associates have been invited to the Board meetings where the Internal Auditor participated accordingly in order to observe, provide opinion, and obtain useful information related to Company’s operations.

4. Optimized the Company’s Internal Control and Internal Audit processes properly and efficiently as well as provided additional support for the internal audit activities and improved daily operations for transparency and risk prevention.

5. Verified and assessed the Internal Control processes and provided additional support for more efficient operation via control self assessment and systematic enterprise risk management which has been realized and regularly monitored by the Management.

6. Approved the annual internal audit plan and acknowledged the internal audit report as well as monitored and resolved any significant issues resulting in good governance and evaluated the internal auditor in order to ensure independence.

7. Verified in order that the disclosure of information of related transactions or transactions with conflicts of interest according to the notice of the Stock Exchange of Thailand under disclosure of information and instruction on recording related activities of a registered company were followed accurately and completely.

8. Consider the Internal Auditor candidate for the Company and his/her remuneration for 2009 prior to submission to the Board of Directors for further approval.

In 2009, the Audit Committee has held 8 meetings prior to the Board of Directors meetings. The number of meetings attended by each member is as follows:

No. Name Position Number of Meetings Frequency of Attendance

1 Dr. Harit Sutabutr Chairman of the Audit Committee 8 8 2 Dr. Wichian Watanakun* Audit Committee Member 5 0 3 Mr. Charoon Chinalai Audit Committee Member 8 8 4 Mr. Dusit Nontanakorn Audit Committee Member 8 8

Note : Dr. Wichian Watanakun resigned on 14 August 2009.Secretary to the Audit Committee is Mr. Chamnan Chotcomwongse.

Minute of meeting has been proposed to the Board of Directors after each meeting.

In 2009, the Audit Committee has independently performed its function with full collaboration from related departments. As a result, the Company has been operating under the business principles and related laws.

Forwarded for your information

(Dr. Harit Sutabutr)Chairman of the Audit Committee

82

Related-Party Transactions

Related Companies Description of Value Justification and and Relationship Transaction (MB) Necessity for Transaction

Loxley International Co., Ltd. income for service 0.25 - being driver and banquet services

Mr. Pairote Lamsam and accounting service fee 0.92 - accounting and other services

Mr. Dhongchai Lamsam are its major and other services

shareholders with the following consultancy service expense 2.34 - security service consultancy

directors in common: account receivable - net 0.07 as agreement

Mr. Pairote Lamsam, account payable 26.67

Mr. Dhongchai Lamsam, and

Mr. Vasant Chatikavanij

L-Mobile and Computer Co., Ltd. sale of mobile phone 26.55 - being the Company’s authorized

Ekpavee Co., Ltd. is its major distributor at general market price

shareholder with a director in income from space rental & 1.43 - being office rental service,

common, namely Mr. Suroj Lamsam. service, and other services accounting service, and other services

expenses for mobile phones repair 3.89 - mobile phone repair expenses

sale promotion expenses and others 1.07 - mobile phone sale promotion

account receivable - net 10.74 expense and office equipment

account payable 0.31 maintenance expenses

The Company does not have a policy engaging in related-party transactions with related companies, shareholders, or the Company’s management, unless it is a related-party transaction between the Company and its subsidiaries or associated companies. However, if the Company needs to engage in related-party transactions with related companies, shareholders, or the Company’s management, it would be done under the rules and regulations of the stock market, taking into consideration the highest benefits of the Company’s shareholders as the main priority.

According to the notes to the financial statement ending 31 December 2009, note#5, related-parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related-parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. The pricing policies for particular types of transactions are explained further below:

Transactions Pricing Policies Sale of goods and rendering of services Market prices, contractually agreed prices or Third party compatible prices Fees and other income Market prices or contractually agreed prices Purchase of goods and receiving of services Market prices, contractually agreed prices or prices agreed by distributors who absorb distribution costs Selling expenses Market prices or contractually agreed prices Administrative expenses Market prices or contractually agreed prices

Significant transactions for the year ended 31 December 2009 with related-parties were as follows:



CS LoxInfo Plc. income from space rental & 2.85 - being space rental service and other

Loxbit PA Plc. is its shareholder. service, and other services services at general market price

expenses on internet service 1.49 - being provision of internet service

account payable 0.11

Loxley Pacific Co., Ltd. income from space rental & 0.96 - being space rental service and other

15% of its shares are held by service, and other services services at general market price

Loxley Wireless Co., Ltd. consultancy fee income 1.65 - being consultancy service as

account receivable - net 0.02 agreement

Thanakorn Vegetable Oil Products purchase of vegetable oil 1,020.00 - Thanakorn Vegetable Oil Products

Co., Ltd. account payable 131.47 Co., Ltd. manufactures of vegetable

6% of its shares oil and distributes to Loxley Trading

are held by Ekpavee Co., Ltd., Co., Ltd., the Company’s subsidiary;

with a director in common, namely general distributor agreement was

Mr. Suroj Lamsam. used by accepting expense for goods

distribution from center.

Thai Fiber Optics Co., Ltd. purchase of optic fiber 14.39 - Thai Fibers Optic Co., Ltd, the

40% of its shares are held by signal-trans wiring equipment manufacturer of fiber optic cables,

Loxley Plc., with a director in common, account payable 3.40 consistently distributes the fiber

namely Mr. Dhongchai Lamsam. optic cables to the Company at

general market price

Foseco (Thailand) Limited rental and consulting service income 6.59 - being fee for inventory management

26% of its shares are held by account receivable - net 2.32 and consulting at general market price

Loxley Plc., with a director in common,

namely Mr. Suebtrakul Soonthornthum.

BlueScope Lysaght (Thailand) Limited purchase of construction materials 19.47 - BlueScope Lysaght (Thailand) Limited

25% of its shares are held by is the manufacturer of steel roofing

Loxley Plc., with the following and construction materials under

directors in common: the standard required by the Company.

Mr. Pairote Lamsam and Prices are at general market price.

Mr. Suebtrakul Soonthornthum income from service 2.74 - commission fees


LTS Travel Service Co., Ltd. income from space rental 0.33 - being space rental service and

Mr. Dhongchai Lamsam is its major & service, and other services other services at general market price

shareholder. accounting and other service fees 0.48 - being accounting service and

other services

84


purchase of air tickets 8.88 - being purchase of air tickets from

account payable 0.31 LTS Travel Service Co., Ltd.,

the air tickets selling agent,

at general market price

TT&T Plc. income from computer 21.92 - being computer maintenance service

0.001% of its shares are held by maintenance 4.00 fee at general market price

Loxley Plc., with the following account receivable - net

directors in common: Mr. Vasant

Chatikavanij and Mr. Suroj Lamsam

Law Enforcement Technology income from space rental & 1.43 - being space rental service and other

Solution Co., Ltd. service, and other services services at general market price

Mr. Dhongchai Lamsam is its major income from accounting fee and 1.34 - accounting service and other services

shareholder and director. other service fee

safety maintenance expenses 7.59 - being security service expense

account receivable - net 0.34


Muang Thai Insurance Plc. Income from selling goods 1.52 - sales of equipments

5.42% of its shares are held by income from service 0.02 - sale promotion service fee

Loxley Plc. insurance premium expense 1.46 - being insurance premium at

account receivable - net 0.62 general market price


Mappoint Asia (Thailand) Co., Ltd. Income from service 0.93 - sales of data analysis system

4.8% of its shares are held by account payable 6.31

Loxbit PA Plc.

Lamsam Estate Co., Ltd. income from space rental & 1.55 - being space rental service and other

Directors in common are: service, and other services services at general market price

Mr. Pairote Lamsam, account receivable - net 0.03


Mr. Suroj Lamsam

BP - Castrol (Thailand) Limited sale of goods 2.90 - being product cost and car

40% of its shares are held by Loxley account receivable - net 1.76 maintenance expenses at general

Plc., with the following directors in market price



common: Mr. Pairote Lamsam,


Mr. Suebtrakul Soonthornthum

Green General Products Co., Ltd. accounting service fee and other 0.25 - being accounting service fee and

75% of its shares are held by service fee other service fee at general

Ekpavee Co., Ltd. market price

product purchase 24.72 - purchase of kaffir oil



NP Point Co., Ltd. income from space rental & 0.31 - being space rental service and

24% of its shares are held by service, and other services other services at general market price

Point Asia Plc. other expenses 1.47 - Java outsourcing service fee


Loxley GTECH Technology Co., Ltd. income from network maintenance 24.88 - network maintenance fee

51% of its shares held by Loxley Plc., income from space rental & 5.93 - being space rental service and other

with the following directors in service, and other services services at general market price

common: Mr. Dhongchai Lamsam

and Mr. Suebtrakul Soonthornthum

L Direct Co., Ltd. income from goods sales 0.28 - being sales of gift-set products

Ekpavee Co., Ltd. is its major income from space rental & 0.17 - being space rental service and other

shareholder. service, and other services services at general market price

other expenses 0.12 - being office equipment expense

account receivable - net 0.73 and other expense

L Elevator and Engineering Co., Ltd. Income from consultancy service 1.74 - being consultancy service and space

Ekpavee Co., Ltd. is its major and other service rental service at general market price

shareholder with a director in purchase of elevator equipments 6.47 - being purchase of elevators for projects

common, namely expense for elevator maintenance 0.40 - being expense for elevator maintenance

Mr. Suraphand Bhasitnirandr. account receivable - net 0.31


Progress Information Co., Ltd. Income from service 0.32 - being training service

Directors in common are: expense for training service 9.52 - being expense for training service

Mr. Suebtrakul Soonthornthum and account receivable - net 0.02 as agreement

Dr. Sompop chareonkul account payable 10.8

86


JV CKLX Income from service 271.71 - being service for construction project

A joint venture business account receivable - net 21.47 of the toll collection systems for

the Bang Pli - Suksawad Expressway

Other related companies sale of goods and services 3.77 - being total value related party

(Loxley Plc.’s subsidiaries and other income 3.14 transactions entered into among

associated companies) purchase of goods and services 0.16 the Company and its subsidiaries

sale expense 0.06 with various related companies.

administrative expense 2.09 Size of each transaction is relatively

account receivable - net 2.46 small. All related party transactions

account payable 9.18 are conducted in ordinary course of

business, with prices and conditions

in compliance with general market

prices and conditions


Elaboration and Analysis of Operating Results and Financial Status

Past Overall Performance Perspective

The Company’s total revenue in 2009 slightly declined

to Baht 10,280.24 million from 2008 which consisted of

revenue from sales of goods and rendering of services of

Baht 10,076.15 million, and fees and other income of Baht

204.09 million making gross profit down from 16.57% in 2008

to 15.71% in 2009 due to much higher competition among

various business categories.

In 2009, the Company spent Baht 1,433.39 million in

selling and administrative expenses, a Baht 122.78 million

savings or 7.89% reduction from 2008 due to the Company’s

expenditure control. Share of profit from investments in jointly-

controlled entity and associates in 2009 also increased to Baht

325.86 million, another Baht 117.93 million from 2008 from

higher net profit from BP-Castrol (Thailand) Limited due to

its logistics improvement and new products launched during

the year.

The Company also earned Baht 356.16 million of net

profit after finance costs and income tax expense in 2009

compared with Baht 1,986.71 million of net loss in 2008.

Past Performance of Business Units

The Company’s Technology Segment has earned Baht

5,362 million in revenue in 2009, slightly declined from 2008

which consisted of revenue from ICT Business Group of Baht

3,464 million, Project Business Group of Baht 1,325 million,

Technology Business Group of Baht 449 million, Special

Project Group of Baht 98 million, and Joint Venture Business

Group of Baht 26 million.

The Company’s Trading Segment has earned Baht

4,263 million in revenue, slightly decreased from 2008 for Baht

244 million due to unchanged overall economic environment

making consumers more cautious in regular spending resulting

in less commodity consumption

The Company’s Service Segment and Others has

earned Baht 745 million in 2009, Baht 52 million or 7.5%

increase from 2008.

Financial Status

In 2009, the Company held Baht 10,182.61 million of

total assets, a whopping Baht 1,501.11 million or 17.29%

increase from 2008 where there was an increase in current

assets of Baht 1,434.31 million and non-current assets of Baht

66.80 million.

The major portion of current assets consisted of trade

accounts receivable of Baht 3,391.07 million, an increase of

Baht 743.31 million due to revenue recognition from government

projects during the end of 2009. The next major portions of

current assets were inventories of Baht 885.26 million, cash

and current investment of Baht 612.98 million, advance paid to

suppliers and other current assets of Baht 483.01 million, and

short-term loan of Baht 356.32 million, which was increased

88

due to the Online Lottery Project loan to Loxley GTECH

Technology Co., Ltd.

Non-current assets consisted of investments in

associates and jointly-controlled entity of Baht 3,110.88 million,

a Baht 206.20 million increase due to net profit recognition

from Associates and Joint-venture companies. The next

major portion included property, plant, and equipment of Baht

912.09 million, as well as other long-term investments, and

other non-current assets of Baht 430.98 million.

Source of Funding

The Company’s source of funding was from current

liabilities of Baht 4,356.22 million or 42.78%, non-current

liabilities of Baht 1,227.58 million or 12.06%, and equity of

Baht 4,598.51 million or 45.16%.

Current liabilities in 2009 has been increased from

2008 for Baht 991.59 million due to the increase of trade

accounts payable of Baht 534.01 million consistent with

project investment cost recognition. Additionally, bank

overdrafts and short-term loans from financial institutions

also increased for Baht 247.73 million for the purpose of the

project operations.

Liquidity

The Company held cash and cash equivalents of Baht

593.62 million as of end of 2009, which was Baht 84.69 million

increase from the beginning of the year. Annual cash flow

includes (a) net cash used in operating activities of Baht

(62.80) million, (b) net cash used in investing activities of

Baht (149.03) million, and (c) net cash provided by financing

activities of Baht 296.52 million.


Audit Report of Certified Public Accountant

To the Shareholders of Loxley Public Company Limited

I have audited the accompanying consolidated and

separate balance sheets as at 31 December 2009 and 2008,

and the related statements of income, changes in equity and

cash flows for the years then ended of Loxley Public Company

Limited and its subsidiaries, and of Loxley Public Company

Limited, respectively. The Company’s management is responsible

for the correctness and completeness of the information

presented in these financial statements. My responsibility is

to express an opinion on these financial statements based

on my audits.

Except as discussed in the third paragraph, I conducted

my audits in accordance with generally accepted auditing

standards. Those standards require that I plan and perform

the audit to obtain reasonable assurance about whether the

financial statements are 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 principles used

and significant estimates made by management, as well

as evaluating the overall financial statement presentation.

I believe that my audits provide a reasonable basis for my

opinion.

As described in note 13 to the financial statements,

the consolidated and separate financial statements as at 31

December 2009 and 2008 of Loxley Public Company Limited

and its subsidiaries, and of Loxley Public Company Limited,

respectively, included investments in two associates which

have an accounting period ended 30 June. Investments in

those associates were recorded by including the financial

statements of those associates for the six-month periods

ended 31 December 2009 and 2008, which had been reviewed,

but not audited by auditors. The carrying value of those

investments in the consolidated financial statements as at 31

December 2009 and 2008 amounted to Baht 1,721 million and

Baht 1,624 million, respectively and the share of profit from

those associates for the six-month period ended 31 December

2009 amounted to Baht 69 million and the share of loss for

the six-month period ended 31 December 2008 amounted

to Baht 27 million. The carrying value of those investments

as at 31 December 2009 and 2008 in the separate financial

statements amounted to Baht 950 million.

In my opinion, except for the effects of such adjustments,

if any, as might have been disclosed had I audited the financial

statements of two associates as described in the third para-

graph, the consolidated and separate financial statements

referred to above present fairly, in all material respects, the

financial positions as at 31 December 2009 and 2008 and the

results of operations and cash flows for the years then ended

of Loxley Public Company Limited and its subsidiaries, and of

Loxley Public Company Limited, respectively, in accordance

with generally accepted accounting principles.

Without qualifying my opinion, I draw attention to the

following matter:

As described in note 13 to the financial statements, an

associate has entered into an agreement with the Government

Lottery Office (GLO) of Thailand on 29 July 2005 to service the

lottery project. The terms stipulated in the agreement require

that the sale of the lottery be started within 7 months after

the agreement has been signed. Because of circumstances,

however, the project could not begin as scheduled. On 28 May

2008, the associate received a letter from the GLO indicating

that the project was to be launched by 16 September 2008.

In addition, on 18 August 2008, the associate was informed in

writing by the GLO about the results of their examination of

the lottery system and the lottery vending machine installation.

90

According to the GLO’s letter, the associate was permitted

to partially install the vending machines (6,761 machines) in

preparation for the project commencement. During 2009, the

GLO conducted studies of measures for mitigating any social

impacts from the sale of the online lottery. Later on, the

associate received a letter from the GLO dated 14 December

2009 notifying that its Board of Directors (“the Board”) had

passed a resolution on 4 December 2009 agreeing in principle

to the sale of 3-digit and 2-digit online lotteries. The Board

then requested that the project preparation will be completed

within 90 days for commercial launch, and be reported to

the Board for further Cabinet notification. Subsequently in

January 2010, the Prime Minister appointed a panel to study

and examine facts and legal concerns over the sales of 3-digit

and 2-digit online lotteries so as to determine options of and

alternatives to the sales of online lotteries within 30-day period.

Consequently, the Board issued a letter dated 15 January

2010 to the associate stating that the Board had resolved

on 5 January 2010 to delay the commercial launch preparation

in accordance with the Board’s previous resolution on 4

December 2009 until the Prime Minister’s appointed panel

can finalise its decision for the Board’s consideration. As at

31 December 2009, the associate still has all the rights and

obligations under the underlying service agreement as the

said panel has yet to complete its studies and the associate

has yet to receive any official letter from the GLO stating

otherwise. However, there are uncertainties in respect of the

above, which may have a material impact on the accompanying

consolidated and separate financial statements.

(Siripen Sukcharoenyingyong)Certified Public Accountant

Registration No. 3636

KPMG Phoomchai Audit Ltd.Bangkok

22 February 2010


Balance Sheets

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

Loxley Public Company Limited and its SubsidiariesAs at 31 December 2009 and 2008

(in Baht)

Consolidated Separate

financial statements financial statements

Assets Note 2009 2008 2009 2008

Current assets

Cash and cash equivalents 6 593,620,001 508,926,301 205,056,539 299,711,564

Current investments 7 19,358,868 35,612,776 - -

Trade and other accounts receivable 8,18 2,475,643,076 2,239,194,954 1,153,365,905 1,007,241,911

Unbilled trade accounts receivable 915,431,336 408,567,991 505,400,132 268,020,512

Short-term loans to related parties 5 356,318,274 32,096,400 355,318,274 31,096,400

Inventories 10 885,262,928 882,430,821 331,750,961 496,379,289

Advances paid to suppliers 240,855,444 54,028,489 225,070,195 51,919,910

Other current assets 11 242,156,204 133,479,590 106,233,941 46,069,147

Total current assets 5,728,646,131 4,294,337,322 2,882,195,947 2,200,438,733

Non - current assets

Investments in subsidiaries 4,12 - - 555,193,063 526,117,618

Investments in jointly-controlled entity 4,13 10,885,691 4,926,171 - -

Investments in associates 4,13 3,099,995,692 2,899,749,506 1,155,346,328 1,178,697,878

Other long-term investments 14 251,879,858 317,261,971 194,649,339 244,445,192

Property, plant and equipment 15,18 912,094,477 938,781,933 410,572,812 434,359,010

Intangible assets 16 33,350,113 34,265,424 24,576,600 27,940,808

Other non-current assets 7,17,18 145,754,410 192,172,437 62,303,076 59,866,971

Total non-current assets 4,453,960,241 4,387,157,442 2,402,641,218 2,471,427,477

Total assets 10,182,606,372 8,681,494,764 5,284,837,165 4,671,866,210

92


(in Baht)



Liabilities and equity Note 2009 2008 2009 2008

Balance Sheets Loxley Public Company Limited and its SubsidiariesAs at 31 December 2009 and 2008

Current liabilities

Bank overdrafts and short-term loans from

financial institutions 18 1,221,620,716 973,886,485 824,573,467 740,043,937

Trade and other accounts payable 19 1,789,304,672 1,255,293,502 675,095,468 573,399,906

Advances received from customers 452,354,332 191,873,177 393,224,932 167,259,912

Current portion of long-term liabilities 18 216,056,709 194,482,597 166,196,738 106,447,474

Short-term loans from related parties 5,18 2,350,000 12,480,000 - -

Income tax payable 16,163,092 10,751,942 - -

Other current liabilities 20 658,667,560 726,159,799 167,121,316 154,985,796

Total current liabilities 4,356,517,081 3,364,927,502 2,226,211,921 1,742,137,025

Non-current liabilities

Long-term liabilities 18 1,094,049,164 939,403,264 980,011,064 860,032,575

Employees’ provident fund 51,738,069 62,460,869 51,738,069 62,460,869

Deferred tax liabilities 21 70,463,377 66,003,171 56,411,331 56,411,331

Other non-current liabilities 11,331,000 1,787,350 - -

Total non-current liabilities 1,227,581,610 1,069,654,654 1,088,160,464 978,904,775

Total liabilities 5,584,098,691 4,434,582,156 3,314,372,385 2,721,041,800



(in Baht)



Liabilities and equity Note 2009 2008 2009 2008

Balance Sheets Loxley Public Company Limited and its SubsidiariesAs at 31 December 2009 and 2008

Equity

Share capital 22

Authorised share capital 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000

Issued and paid-up share capital 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000

Unrealised surpluses (deficits) 23

Dilution of investments in subsidiaries

and associates 4 1,225,422,319 1,215,702,575 - -

Fair value changes of available-for-sale

securities, net 14 131,981,746 73,168,399 131,981,746 73,168,399

Fair value changes of available-for-sale

securities, net

- portion of subsidiaries 14 - 7,298,646 - -

Revaluation differences on land, net 15,21 131,626,439 131,626,439 131,626,439 131,626,439

Revaluation differences on land, net

- portion of subsidiary 15,21 32,788,106 22,380,960 - -

Currency translation differences

of the financial statements

of foreign entity (6,062,008) (6,938,458) - -

Retained earnings/(Deficit)

Unappropriated/(Deficit) 798,765,105 442,601,990 (293,143,405) (253,970,428)

Total equity attributable to equity holders of

the Company 4,314,521,707 3,885,840,551 1,970,464,780 1,950,824,410

Minority interests 283,985,974 361,072,057 - -

Total equity 4,598,507,681 4,246,912,608 1,970,464,780 1,950,824,410

Total liabilities and equity 10,182,606,372 8,681,494,764 5,284,837,165 4,671,866,210

94


(in Baht)



Note 2009 2008 2009 2008

Statements of IncomeLoxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2009 and 2008

Revenues 24

Revenue from sale of goods

and rendering of services 5 10,076,150,664 10,158,481,543 3,963,543,779 4,015,574,221

Fees and other income 5,25 204,088,068 172,346,039 372,770,523 350,668,877

Total revenues 10,280,238,732 10,330,827,582 4,336,314,302 4,366,243,098

Expenses

Cost of sale of goods and rendering of services 5 8,492,985,090 8,475,053,227 3,372,844,498 3,375,404,788

Impairment losses of investments 13,14 - 2,119,808,067 35,555,466 2,128,849,564

Selling expenses 5,26 610,794,342 634,669,824 303,317,737 364,050,325

Administrative expenses 5,27 822,598,733 921,506,469 530,127,106 449,786,168

Management benefit expenses 5 125,501,100 117,007,000 47,234,000 45,501,000

Total expenses 10,051,879,265 12,268,044,587 4,289,078,807 6,363,591,845

Share of profit from investments in

jointly-controlled entity and associates, net 325,865,795 207,938,148 - -

Profit (loss) before finance costs and

income tax expense 554,225,262 (1,729,278,857) 47,235,495 (1,997,348,747)

Finance costs (117,680,457) (143,791,566) (86,408,472) (101,058,755)

Profit (loss) before income tax expense 436,544,805 (1,873,070,423) (39,172,977) (2,098,407,502)

Income tax expense 30 (75,937,137) (79,516,413) - -

Profit (loss) for the year 360,607,668 (1,952,586,836) (39,172,977) (2,098,407,502)

Profit (loss) attributable to:

Equity holders of the Company 356,163,115 (1,986,706,935) (39,172,977) (2,098,407,502)

Minority interest 4,444,553 34,120,099 - -


Basic earnings (loss) per share 31 0.18 (0.99) (0.02) (1.05)


pany Limited

95

Statements of changes in equity


Loxley Public Company Limited and its subsidiaries

For the years ended 31 December 2009 and 2008

Balance at 1 January 2008 2,000,000,000 1,562,229,725 1,199,061,681 (1,747,923,722) 36,337,797 131,987,450 22,380,960 (7,416,534) 148,600,000 718,479,200 4,063,736,557 346,320,874 4,410,057,431

Unrealised gain (losses)

Available for sale investments

Net change in fair value recognised

in equity 14 - - - (297,697,793) (30,057,304) - - - - - (327,755,097) (4,254,993) (332,010,090)

Transfer of changes in fair value to

impairment losses in profit or loss 14 - - - 2,118,789,914 1,018,153 - - - - - 2,119,808,067 - 2,119,808,067

Property

Revaluation differences on land transferred

to profit or loss - - - - - (361,011) - - - - (361,011) - (361,011)

Currency translation differences of the financial

statements of foreign entity - - - - - - - 478,076 - - 478,076 404,355 882,431

Changes of proportion of shareholding in

subsidiary and associate recognised in equity - - 16,640,894 - - - - - - - 16,640,894 814,656 17,455,550

Transfer of reserve funds to reduce deficit 35 - (1,562,229,725) - - - - - - (148,600,000) 1,710,829,725 - - -

Net income (expense) recognised directly

in equity - (1,562,229,725) 16,640,894 1,821,092,121 (29,039,151) (361,011) - 478,076 (148,600,000) 1,710,829,725 1,808,810,929 (3,035,982) 1,805,774,947

Profit (loss) for the year - - - - - - - - - (1,986,706,935) (1,986,706,935) 34,120,099 (1,952,586,836)

Total recognised income and expense - (1,562,229,725) 16,640,894 1,821,092,121 (29,039,151) (361,011) - 478,076 (148,600,000) (275,877,210) (177,896,006) 31,084,117 (146,811,889)

Dividends of subsidiaries

in minority interests - - - - - - - - - - - (16,332,934) (16,332,934)

Balance at 31 December 2008 2,000,000,000 - 1,215,702,575 73,168,399 7,298,646 131,626,439 22,380,960 (6,938,458) - 442,601,990 3,885,840,551 361,072,057 4,246,912,608

Currencytranslationdifferences

of the financialstatements offoreign entity

Total equityattributableto equityholdersof the

Company

(in Baht)

Additional

Consolidated financial statements

paid-in capital Unrealised surpluses (deficits) Retained earnings

Dilution Fair value changes of Revaluation differences

Issued of investments available-for-sales securities, net on land, net

and paid-up Share in subsidiaries Portion of Portion of Portion of Portion of Legal Minority Total

Note share capital premium and associates Company subsidiaries Company subsidiary reserve Unappropriated interests equity

96





Balance at 1 January 2009 2,000,000,000 1,215,702,575 73,168,399 7,298,646 131,626,439 22,380,960 (6,938,458) 442,601,990 3,885,840,551 361,072,057 4,246,912,608

Unrealised gain (losses)


Net change in fair value recognised in equity 14 - - 58,813,347 - - - - - 58,813,347 (1,757,983) 57,055,364

Net change in fair value transferred to profit or loss - - - (7,298,646) - - - - (7,298,646) - (7,298,646)

Property

Revaluation differences on land recognised in equity - - - - - 10,407,146 - - 10,407,146 (14,867,352) (4,460,206)

Currency translation differences of the financial

statements of foreign entity - - - - - - 876,450 - 876,450 (954,218) (77,768)

Changes of proportion of shareholding in subsidiary

and associate recognised in equity - 9,719,744 - - - - - - 9,719,744 - 9,719,744

Net income (expense) recognised directly in equity - 9,719,744 58,813,347 (7,298,646) - 10,407,146 876,450 - 72,518,041 (17,579,553) 54,938,488

Profit for the year - - - - - - - 356,163,115 356,163,115 4,444,553 360,607,668

Total recognised income and expense - 9,719,744 58,813,347 (7,298,646) - 10,407,146 876,450 356,163,115 428,681,156 (13,135,000) 415,546,156

Dividends of subsidiaries in minority interests - - - - - - - - - (16,210,855) (16,210,855)

Decrease in minority interests from purchase of subsidiaries’ shares capital - - - - - - - - - (55,573,878) (55,573,878)

Increase in minority interests from increase of subsidiary’s shares capital - - - - - - - - - 7,833,650 7,833,650

Balance at 31 December 2009 2,000,000,000 1,225,422,319 131,981,746 - 131,626,439 32,788,106 (6,062,008) 798,765,105 4,314,521,707 283,985,974 4,598,507,681

Currencytranslationdifferences

of the financialstatements offoreign entity


Company

(in Baht)

Consolidated financial statements Unrealised surpluses (deficits) Retained earnings

Dilution Fair value changes of Revaluation differences

Issued of investments available-for-sale securities, net on land, net

and paid-up in subsidiaries Portion of Portion of Portion of Portion of Minority Total

Note share capital and associates Company subsidiaries Company subsidiary Unappropriated interests equity


pany Limited

97





(in Baht)

Additional

Separate financial statements

paid-in capital Unrealised surpluses (deficits) Retained earning/(Deficit)

Fair value

Issued changes of Revaluation

and paid-up available-for-sale differences on Legal Unappropriated/

Note share capital Share premium securities, net land, net reserve (Deficits)

Balance at 1 January 2008 2,000,000,000 1,562,229,725 (1,747,923,722) 131,987,450 148,600,000 133,607,349 2,228,500,802

Unrealised gains (losses)


Net change in fair value recognised

in equity 14 - - (297,697,793) - - - (297,697,793)

Transfer of change in fair value to impairment

loss in profit or loss 14 - - 2,118,789,914 - - - 2,118,789,914

Property

Revaluation differences on land transferred

to profit or loss - - - (361,011) - - (361,011)

Transfer of reserve funds to reduce deficit 35 - (1,562,229,725) - - (148,600,000) 1,710,829,725 -

Net income (expense) recognised directly in equity - (1,562,229,725) 1,821,092,121 (361,011) (148,600,000) 1,710,829,725 1,820,731,110

Loss for the year - - - - - (2,098,407,502) (2,098,407,502)

Total recognised income and expense - (1,562,229,725) 1,821,092,121 (361,011) (148,600,000) (387,577,777) (277,676,392)

Balance as at 31 December 2008 2,000,000,000 - 73,168,399 131,626,439 - (253,970,428) 1,950,824,410

Unrealised gains (losses)


Net change in fair value recognised in equity - - 58,813,347 - - - 58,813,347

Net income recognised directly in equity - - 58,813,347 - - - 58,813,347

Loss for the year - - - - - (39,172,977) (39,172,977)

Total recognised income and expense - - 58,813,347 - - (39,172,977) 19,640,370

Balance at 31 December 2009 2,000,000,000 - 131,981,746 131,626,439 - (293,143,405) 1,970,464,780


Company

98


Statements of cash flowsLoxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2009 and 2008

Cash flows from operating activities


Adjustments for

Depreciation and amortisation 131,530,346 134,943,264 43,279,725 46,802,090

Interest income (13,008,552) (11,832,097) (9,461,695) (5,870,647)

Finance costs 117,680,457 143,791,566 86,408,472 101,058,755

Dividends received (27,025,397) (30,423,191) (218,005,374) (241,586,144)

Written off withholding tax deducted at source 3,689,451 16,133,137 - 15,975,017

Set up (reverse) provision for:

- Doubtful accounts for trade and

other accounts receivable 9,296,411 74,343,538 120,224,470 27,802,009

- Doubtful accounts for short-term loans

to related parties - - 30,213,413 -

- Decline in value of inventories 7,669,508 495,204 6,834,000 495,204

Impairment losses on investments - 2,119,808,067 35,555,466 2,128,849,564

Gain from liquidation of an associate (54,859) - (2,929,194) -

Gain (loss) from deconsolidation

of subsidiaries 4 358,739 (11,659,609) - -

Gain on sales of investments in

available-for-sale securities (87,554,662) (23,326,566) (66,206,213) -

Loss (gain) on disposals of property,

plant and equipment and intangible assets 5,279,106 495,776 588,866 (1,813,407)

Share of profit of jointly-controlled entity

and associates, net (325,865,795) (207,938,148) - -

Exchange differences on translation of

the financial statements of foreign entity 19,083 882,431 - -

Income tax expense 75,937,137 79,516,413 - -

258,558,641 332,642,949 (12,671,041) (26,695,061)

(in Baht)



Note 2009 2008 2009 2008


Statements of cash flowsLoxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2009 and 2008

Changes in operating assets and liabilities

Trade and other accounts receivable (364,821,588) 313,578,053 (266,741,438) 45,811,571

Unbilled trade accounts receivable (506,863,345) 136,348,279 (237,379,620) 112,930,700

Inventories (9,195,336) (184,841,767) 159,016,967 (122,989,057)

Advances paid to suppliers (186,826,955) (30,185,575) (173,150,285) (28,962,732)

Other current assets (106,748,520) 26,442,787 (17,946,525) (8,035,739)

Other non-current assets 51,856 9,298,985 246,133 2,903,562

Trade and other accounts payable 534,011,170 (376,431,745) 101,695,563 (33,848,242)

Advances received from customers 270,024,806 6,592,978 226,331,887 70,614,914

Employees’ provident fund (10,722,800) (11,603,186) (10,722,800) (11,603,186)

Other current liabilities 113,423,590 38,947,886 13,248,929 (2,702,778)

Withholding tax deducted at source refunded 80,968,852 60,172,786 31,412,390 32,676,513

Income tax and withholding tax

deducted at source paid (134,658,461) (178,951,716) (36,833,040) (31,414,201)

Net cash provided by (used in)

operating activities (62,798,090) 142,010,714 (223,492,880) (1,313,736)

Cash flows from investing activities

Interest received 12,669,742 12,065,762 8,842,350 5,865,568

Dividends received 115,697,936 196,833,754 177,995,735 241,586,144

Decrease (increase) in current investments in

fixed deposits and promissory notes

with maturity more than 3 months and

pledged as collateral 39,355,838 (4,221,015) - 2,600,000

Effect on cash flows from sales and

deconsolidation of subsidiaries 4 (1,274,659) (17,964,382) - -

Increase in investment in subsidiaries (41,155,030) - (46,279,361) -

Increase in investment in associates (7,794,547) (8,000,000) - -

Increase in investment in other related party (6,804,000) - - -

Increase in short-term loans to ralated party (354,435,287) (31,096,400) (354,435,287) (31,096,400)

Proceeds from sales of investments in

available-for-sale securities 204,824,496 37,806,492 174,841,520 -

Proceeds from liquidation of an associate 7,929,194 - 7,929,194 -

Proceeds from liquidation of a subsidiary 851,456 - - -


(in Baht)



Note 2009 2008 2009 2008

100


Loxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2009 and 2008

Statements of cash flows

Proceed from decrease in an

available-for-sale security’s share capital - 8,911,283 - -

Minority interests

- Cash dividends of subsidiaries (16,210,855) (16,332,934) - -

- Proceeds from increase in subsidiary’s

share capital 7,833,650 - - -

Increase in property, plant and equipment (115,765,799) (85,305,374) (24,780,164) (35,295,952)

Increase in intangible assets (4,507,776) (3,791,286) (710,654) (1,513,243)

Proceeds from sales of property, plant and

equipment and intangible assets 9,760,611 12,710,737 7,549,994 11,276,644

Net cash provided by (used in)

investing activities (149,025,030) 101,616,637 (49,046,673) 193,422,761

Cash flows from financing activities

Finance costs paid (117,708,510) (152,720,405) (86,773,842) (109,110,502)

Increase in bank overdrafts and short-term

loans from financial institutions 247,734,231 17,793,797 84,529,530 136,616,311

Increase in short-term loans

from related parties - 8,797,500 - -

Repayment of short-term loans

from related parties (10,130,000) (53,146,500) - -

Increase in long-term liabilities 399,990,316 770,000,000 280,128,840 750,395,865

Repayment of long-term liabilities (223,369,217) (138,719,957) (100,000,000) (50,000,000)

Repayment of debentures - (750,000,000) - (750,000,000)

Net cash provided by (used in) fi

financing activities 296,516,820 (297,995,565) 177,884,528 (22,098,326)

Net increase (decrease) in cash

and cash equivalents 84,693,700 (54,368,214) (94,655,025) 170,010,699

Cash and cash equivalents at beginning of year 508,926,301 563,294,515 299,711,564 129,700,865

Cash and cash equivalents at end of year 593,620,001 508,926,301 205,056,539 299,711,564

(in Baht)



Note 2009 2008 2009 2008


Note to the financial statementsLoxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2009 and 2008

1 General information

2 Basis of preparation of the financial statements

3 Significant accounting policies

4 Business acquisition and disposal

5 Related party transactions and balances

6 Cash and cash equivalents

7 Deposits pledged as collateral

8 Trade and other accounts receivable

9 Short-term loans to other parties

10 Inventories

11 Other current assets

12 Investments in subsidiaries

13 Investments in jointly-controlled entity and associates

14 Other long-term investments

15 Property, plant and equipment

16 Intangible assets

17 Other non-current assets

18 Interest-bearing liabilities

19 Trade and other accounts payable

20 Other current liabilities

21 Deferred tax liabilities

22 Share capital

23 Reserves

24 Segment information

25 Fees and other income

26 Selling expenses

27 Administrative expenses

28 Employee benefit expenses

29 Expenses by nature

30 Income tax expense

31 Basic earnings (loss) per share

32 Financial instruments

33 Commitments with non-related parties

34 Contingent liabilities and contingent assets

35 Transfer of reserve funds to reduce deficit

36 Thai Accounting Standards (TAS) not yet adopted

37 Reclassification of accounts

Note Contents

102

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 22 February 2010.

1 General information Loxley Public Company Limited, the “Company”, is incorporated in Thailand, and has its registered office at 102 Na Ranong

Road, Klong Toey, Klong Toey, Bangkok, 10110, Thailand.

The Company was listed on the Stock Exchange of Thailand in 1994.

The Company’s major shareholder during the financial year was Ekpavee Company Limited (28% shareholding) which was

incorporated in Thailand.

The principal businesses of the Company are trading and turnkey contract sales of telecommunication equipment and other

items. Active subsidiaries mainly engage in their core businesses of trading and sales and services of computers. Details of

the Company’s subsidiaries as at 31 December 2009 and 2008 were as follows:

Name of the entity Type of Business Ownership interest (%)

2009 2008

Direct subsidiaries

Loxley Wireless Company Limited Sale and service of telecommunication 99 99

and information technology systems

Jago Company Limited Sale of online lottery 99 99

(not yet started principal

commercial operations)

Data Mining Company Limited Service of information technology 99 99

equipment and computer systems

International Agriculture Holdings Holding company 99 99

Company Limited

Loxbit Public Company Limited Trading of telecommunication equipment, 92 87

computers and computer programs

Asia Security Management Co., Ltd. Provide security service at 69 69

Suvarnabhumi Airport

Societed Commercial Lao Trading in Lao People’s Democratic 67 67

Company Limited Republic

Part Zone (Thailand) Co., Ltd. Trading in automotive parts and equipment 60 60

Loxley Property Development Renting of building, advertising board 59 40

Company Limited and providing services

Loxley Thales Company Limited Sale and service of electronics 51 51

communications equipment

Loxley Global Company Limited Holding company 51 51

Loxley Trading Company Limited Sale of consumer products 50 50

Indirect subsidiaries

Professional Computer Supply, maintenance and set up of 92 87

Company Limited work system, installation of computers

and management of computerised center

Loxbit P.A. Public Company Limited Telecommunication and computerised 92 87

(Formally: Point Asia Public database service

Company Limited)


Name of the entity Type of Business Ownership interest (%)

2009 2008

Netone Network Solutions Trading of computer, computer spare 92 87

Company Limited parts and equipment, of all types

Thai Gateway Company Limited Trading of telecommunication equipment 92 87

L-Hardware & Services Installation and repair of IT equipment, 92 87

Company Limited sale of computers and peripherals

Digital Screen Play Company Limited Educational services through 64 61

network system

Nin Development Farm Fish farm 51 51

Company Limited

DigitฺBrainCo.,Ltd. Salesofknowledgerelatedequipment 39 -

and media

Loxley Information Company Limited Provision of information from both domestic - 87

(Ceased operations) and international databases

The above direct subsidiaries and indirect subsidiaries were incorporated in Thailand except Societed Commercial Lao Company

Limited which was incorporated in Lao People’s Democratic Republic.

2 Basis of preparation of the financial statementsThe financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the

financial statements has been prepared for the convenience of readers not conversant with the Thai language.

The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) and Thai Financial Reporting

Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions

(“FAP”) and with generally accepted accounting principles in Thailand.

On 15 May 2009, the FAP announced (Announcement No. 12/2009) the re-numbering of TAS to the same numbers as the

International Accounting Standards (“IAS”) on which the TAS/TFRS are based.

The Group/Company has adopted the following revised TAS/TFRS and accounting guidance which were issued by the FAP

during 2008 and 2009 and effective for annual accounting periods beginning on or after 1 January 2009:

TAS 36 (revised 2007) Impairment of Assets

TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operation (formerly TAS 54)

Framework for the Preparation and Presentation of Financial Statements (revised 2007) (effective on 26 June 2009)

Accounting Guidance about Leasehold Right (effective on 26 June 2009)

Accounting Guidance about Business Combination under Common Control

The adoption of these revised TAS/TFRS and accounting guidance does not have any material impact on the consolidated

and separate financial statements.

The FAP has issued during 2009 a number of revised TAS which are not currently effective and have not been adopted in the

preparation of these financial statements. These revised TAS are disclosed in note 36.

The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest million,

unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies.

The preparation of financial statements in conformity with TAS and TFRS requires management to make judgements, estimates

and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual

results may differ from estimates.

104

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which estimates are revised and in any future periods affected.

3 Significant accounting policies(a) Basis of consolidation

The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”)

and the Group’s interest in a jointly-controlled entity and associates.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to

govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements

of subsidiaries are included in the consolidated financial statements from the date that control commences until the date

that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the

policies adopted by the Group.

Jointly-controlled entity and associates

Jointly-controlled entity and associates are those entities in which the Group has significant influence, but not control,

over the financial and operating policies. Significant influence is presumed to exist when the Group holds between

20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share

of the income, expenses and equity movements of jointly-controlled entity and associates, from the date that significant

influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its

interest in a jointly-controlled entity or an associate, the Group’s carrying amount is reduced to nil and recognition of

further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made

payments on behalf of the jointly-controlled entity or the associate.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are

eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates

and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised

losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the date of the

transaction.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at

the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the

statement of income.

Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign

exchange rates ruling at the dates of the transactions.

Foreign entities

The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting

date.

The revenues and expenses of foreign entities are translated to Thai Baht at rates approximately the foreign exchange

rates ruling at the dates of the transactions.

Foreign exchange differences arising on translation are recognised in a separate component of equity until disposal of the

investments.


Where monetary items, in substance, form part of the Group’s net investment in a foreign entity, foreign exchange

differences arising on such monetary items and related hedges are recognised directly in a separate component of equity

until disposal of the investment.

(c) Derivative financial instruments

Derivative financial instruments are used to manage exposure to foreign exchange arising from operational, financing and

investment activities. Derivative financial instruments are not used for trading purposes.

Gains and losses from forward exchange contracts used to hedge anticipated future currency transactions are deferred

until the forecasted transaction occurs. Where the hedged item is a recognised asset or liability, it is translated at the

contracted forward rates.

(d) Cash and cash equivalents

Cash and cash equivalents in the statement of cash flows comprise cash balances, call deposits and highly liquid

short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the

purpose of the statement of cash flows.

(e) Trade and other accounts receivable

Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.

Unbilled trade accounts receivable represents the gross unbilled amount expected to be collected from customers for

contract work performed to date. It is measured at cost plus profit recognized for the portion of work performed (see note

3 (o)), less progress billings and recognised losses.

The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of

customer payments. Bad debts are written off when incurred.

(f) Inventories

Merchandise inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion

and other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete

and to make the sale.

An allowance is made for all deteriorated, damaged, obsolete and certain slow-moving inventories.

(g) Project in process

Project in process represents the gross unbilled amount expected to be collected from customers for project work

performed to date. It is measured at cost plus profit recognised (see note 3 (p)) less progress billings and recognised

losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable costs

incurred in the Group’s/Company’s project activities based on normal operating capacity.

(h) Investments

Investments in subsidiaries, jointly-controlled entity and associates

Investments in subsidiaries, jointly-controlled entity and associates in the separate financial statements of the Company are

accounted for using the cost method. Investments in jointly-controlled entity and associates in the consolidated financial

statements are accounted for using the equity method.

Investments in other equity securities

Marketable equity securities other than those securities held for trading or intended to be held to maturities, are classified

as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value,

and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items,

106

are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in the statement of

income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is

recognised in the statement of income.

Equity securities which are not marketable are stated at cost less any impairment losses.

The fair value of financial instruments classified as available-for-sale is determined at the quoted bid price at the reporting

date.

Disposal of investments

On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the

associated cumulative gain or loss that was reported in equity is recognised in the statement of income.

If the Group/Company disposes of part of its holding of a particular investment, the deemed cost of the part sold is

determined using the weighted average method applied to the carrying value of the total holding of the investment.

(i) Property, plant and equipment

Owned assets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land

which are stated at their revalued amounts. The revalued amount is the fair value determined on the basis of the property’s

existing use at the date of revaluation less impairment losses.

Leased assets

Leases in terms of which the Group/Company substantially assumes all the risk and rewards of ownership are classified

as finance leases. Property and equipment acquired by way of finance leases are capitalised at the lower of their fair

value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation

and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability

so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly

to the statement of income. When a sale and leaseback results in a finance lease, any gain on the sale is deferred and

recognised as income over the lease term.

Revalued assets

Revaluations are performed by independent professional valuers with sufficient regularity to ensure that the carrying amount

of these assets does not differ materially from that which would be determined using fair values at the reporting date.

Any increase in value, on revaluation, is credited to equity under the heading ‘revaluation surplus’ unless it offsets a previous

decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised

in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same

asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings

and is not taken into account in calculating the gain or loss on disposal.

Depreciation

Depreciation is charged to the statement of income on a straight-line basis over the estimated useful life of each part of

an item of property, plant and equipment. The estimated useful lives are as follows:

Buildings and improvements 5,20 Years

Furniture, fixtures and office equipment 3,5 Years

Tools and equipment 3,5 Years

Equipment held for lease 3,5 Years

Transportation equipment 5 Years

No depreciation is provided on freehold land or assets under construction of the Group/Company.


(j) Intangible assets

Goodwill

Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share

of the identifiable net assets acquired. The Group changed its accounting policy for goodwill with effect from 1 January

2008, the change had no effect on the financial statements as all goodwill had been fully amortised as at 31 December

2007, as follows:

Acquisitions prior to 1 January 2008

Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life of 10 years.

On 1 January 2008, the Group/Company discontinued amortisation of goodwill. The remaining balance is subject to testing

for impairment, as described in note 3 (k).

Acquisitions on or after 1 January 2008

Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in

note 3 (k).

Other intangible assets

Intangible assets that are acquired by the Group/Company, which have finite useful lives, are stated at cost less accumulated

amortisation and impairment losses. Intangible assets are amortised in the statement of income on a straight-line basis

over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows:

Software license 3 - 10 Years

(k) Impairment

The carrying amounts of the Group/Company’s assets are reviewed at each reporting date to determine whether there is

any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill,

the recoverable amount is estimated at each reporting date, and when indicators of impairment are identified.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable

amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited

to equity, in which case it is charged to equity.

When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is

objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity

is recognised in the statement of income even though the financial asset has not been derecognised. The amount of the

cumulative loss that is recognised in the statement of income is the difference between the acquisition cost and current

fair value, less any impairment loss on that financial asset previously recognised in the statement of income.

Calculation of recoverable amount

The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.

The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset

that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined

for the cash-generating unit to which the asset belongs.

Reversals of impairment

An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be

related objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised

cost and available-for-sale’ financial assets that are debt securities, the reversal is recognised in the statement of income.

For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.

An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other

non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer

108

exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable

amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying

amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(l) Interest-bearing liabilities

Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial

recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value

being recognised in the statement of income over the period of the borrowings on an effective interest basis.

(m) Trade and other accounts payable

Trade and other accounts payable are stated at cost.

(n) Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of

income as incurred.

(o) Provisions

A provision is recognised when the Group/Company has a present legal or constructive obligation as a result of a past

event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting

the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money

and, where appropriate, the risks specific to the liability.

Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on

historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(p) Revenue

Revenue excludes value added taxes and is arrived at after deduction of trade discounts.

Sale of goods and services rendered

Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred

to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are

significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods.

Service income is recognised as services are provided.

Service contracts revenue

Service contract revenue includes the initial amount agreed in the contract plus any variations in contract, claims and

incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon

as the outcome of a service contract can be estimated reliably, contract revenue and expenses are recognised in the

statement of income in proportion to the stage of completion of the contract.

The stage of completion is assessed by reference to surveys of service performed. When the outcome of a service contract

cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely

to be recoverable. An expected loss on a contract is recognised immediately in the statement of income.


Rental income

Rental income from investment property is recognised in the statement of income on a straight-line basis over the term

of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are

recognised as income in the accounting period in which they are earned.

Interest and dividend income

Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement

of income on the date the Group/Company’s right to receive payments is established.

(q) Expenses

Operating leases

Payments made under operating leases are recognised in the statement of income on a straight-line basis over the term

of the lease. Lease incentives received are recognised in the statement of income as an integral part of the total lease

payments made. Contingent rentals are charged to the statement of income for the accounting period in which they are

incurred.

Finance costs

Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred,

except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production

of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest

component of finance lease payments is recognised in the statement of income using the effective interest rate method.

(r) Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement

of income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following

temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is

not a business combination and that affects neither accounting nor taxable profit; and differences relating to investments in

subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. Deferred

tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based

on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against

which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to

the extent that it is no longer probable that the related tax benefit will be realised.

The subsidiaries have not adopted the above accounting policy as the management believes that the adoption of such

policy is immaterial to the consolidated financial statements.

110

4 Business acquisition and disposal2009

In February 2009, an indirect subsidiary incorporated a new subsidiary, Digit Brain Co., Ltd., with a registered capital of Baht

5 million. The new subsidiary engages in the sales of knowledge related equipment and media. The Group holds a 39% interest

in the subsidiary and has included the subsidiary’s financial statements in the consolidated financial statements for the year

ended 31 December 2009.

In June 2009, a subsidiary invested in a 38% interest in Mega Management Co., Ltd. (Mega) for Baht 8 million. Mega was

incorporated in Laos and engages in the distribution of the instant lottery in that country. Mega has a registered share capital

of Kip 5,168 million and paid up share capital of Kip 3,928 million. The Group classifies this investment as an associate with

25% indirect shareholding.

The Company deconsolidated the financial statements of Loxley Information Company Limited, an indirect subsidiary, from

the consolidated financial statements for the year ended 31 December 2009 after the indirect subsidiary was liquidated on 19

June 2009, resulting in the Company’s permanent loss of control in the indirect subsidiary. The deconsolidation of such entity

does not have any material impact on the consolidated financial statements.

In October 2009, the Company purchased an additional 200,000 shares, 18.6% of interest, in Loxley Property Development

Company Limited at a cost of Baht 23 million. The Company recorded the difference between the cost of purchase and the fair

value of net assets acquired on the date of purchase of Baht 7 million as “Surplus on dilution of investments in subsidiaries and

associates” in the “Equity” section of the consolidated balance sheets. Subsequent to the purchase transaction, the Company’s

percentage of shareholding in Loxley Property Development Company rose from 40% previously to 59%.

In December 2009, the Company purchased an additional 13,258,244 shares, 4.5% of interest, in Loxbit Public Company Limited

at a cost of Baht 18 million. The Company recorded the difference between the cost of purchase and the fair value of net

assets acquired on the date of purchase of Baht 7 million as “Surplus on dilution of investments in subsidiaries and associates” in

the “Equity” section of the consolidated balance sheets. Subsequent to the purchase transactions, the Company’s percentage

of shareholding in Loxbit Public Company Limited and indirect subsidiaries which wholly owned by Loxbit Public Company

Limited rose from 87% previously to 92%.

2008

The Company jointly invests with CH. Karnchang Public Company Limited in a jointly-controlled entity: CKLX Joint Venture.

CKLX Joint Venture signed an engagement contract for the construction project of the toll collection and traffic safety control

systems for the Bang Pli - Suksawad Expressway and Highway No.37, Bangkok Outer Ring Road (Bang Pli - Bang Khun

Thien Expressway, Suksawad - Bang Khun Thien Section), with the Expressway and Rapid Transit Authority of Thailand. The

Company’s interest in the venture stands at 25 percent. In the consolidated financial statements, the interest in the jointly-

controlled entity is accounted for under the equity method as permitted by TAS no.46 (revised 2007). Under the equity method,

the interest in the jointly-controlled entity is initially recorded at cost and adjusted thereafter for the change in the venturer’s

share of the jointly-controlled entity’s net assets. The venturer’s share of the results of operations of the venture is reflected

in the statement of income.

In April 2008, Loxdata Company Limited, an indirect subsidiary of the Company, issued and sold additional share capital

amounting to Baht 45 million to a third party, reducing the Company’s shareholding in Loxdata Company Limited from 87%

to 21%. Accordingly, Loxdata Company Limited has become an associate of the Company, and has been deconsolidated

from the consolidated financial statements for the year ended 31 December 2008. The Company has a surplus on dilution

of investment in Loxdata Company Limited of Baht 6 million, which was recorded in “Surplus on dilution of investments in

subsidiaries and associates” in the “Equity” section of the balance sheets. At the extraordinary shareholders’ meetings of

Loxdata Company Limited held on 26 May 2008 and 10 June 2008, the shareholders passed a special resolution authorising

the change of the Company’s name to “MOCAP Limited”. The change has been registered with the Ministry of Commerce.

In May 2008, Mobile Innovation Company Limited, an associate of the Company, issued and sold additional share capital


(in million Baht)

amounting to Baht 50 million to a third party, reducing the Company’s shareholding in Mobile Innovation Company Limited

from 50% to 27%. As a result, the Company has recorded a surplus on dilution of investment in Mobile Innovation Company

Limited in the amount of Baht 11 million in “Surplus on dilution of investments in subsidiaries and associates” in the “Equity”

section of the balance sheets.

In September 2008, a subsidiary acquired a 30% interest in Ecartstudio Co., Ltd. for Baht 8 million. Ecartstudio Co., Ltd. is a

provider of website development services, including software development using online mapping applications. The company has

a registered share capital of Baht 3 million and fully paid up share capital of the same amount. The Group has recorded the

goodwill of Baht 5 million from the difference between the cost of investment and the fair value of net assets acquired on the

date of acquisition as part of the carrying value of the investment. As at 31 December 2008, the Group classified Ecartstudio

Co., Ltd. as an associate with 26% indirect shareholding.

In December 2008, L-Direct Co., Ltd., a subsidiary of the Company, issued and sold additional share capital worth Baht 30

million to a related party, which has consequently diluted the Company’s share holding from 70% to 18%. As a result, L-Direct

Co., Ltd. was reclassified as the Company’s other investment, and deconsolidated from the consolidated financial statements

for the year ended 31 December 2008.

Effect on cash flows from deconsolidation of subsidiary and indirect subsidiary

Details of assets and liabilities of a subsidiary - L-Direct Co., Ltd. - and an indirect subsidiary - MOCAP Limited (formerly:

Loxdata Company Limited) - at the dates when controls ceased to exist are as follows:

2008

Cash and cash equivalents 18

Trade and other accounts receivable 4

Inventories 3

Other current assets 3

Property, plant and equipment 15

Intangible assets 3

Other non-current assets 5

Overdraft and short-term loans from financial institutions (1)

Trade and other accounts payable (18)

Short-term loans from related parties (24)

Other current liabilities (10)

Other non-current liabilities (1)

Investments (9)

Gain from deconsolidation of subsidiaries (12)

5 Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or

directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists,

at contractually agreed prices.

The pricing policies for particular types of transactions are explained further below:

Transactions Pricing policies

Sale of goods and rendering of services Market prices, contractually agreed prices or third party compatible prices

Fees and other income Market prices or contractually agreed prices

Dividend income As declared for dividend

112

Purchase of goods and receiving Market prices, contractually agreed prices or prices agreed by

of services distributors who absorb distribution costs

Selling expenses Market prices or contractually agreed prices

Administrative expenses Market prices or contractually agreed prices

Management benefit expenses Shareholders and Board of Directors approve

Significant transactions for the years ended 31 December 2009 and 2008 with related parties were as follows:



2009 2008 2009 2008

(in million Baht)

Subsidiaries

Sale of goods and rendering of services - - 41 6

Fees and other income - - 37 32

Dividend income - - 71 58

Purchases of goods and receiving of services - - 36 197 1

Selling expenses - - 3 3

Administrative expenses - - 65 69

Jointly-controlled entity

Sale of goods and rendering of services 271 2 214 2 271 2 214 2

Associates

Sale of goods and rendering of services 28 23 25 17

Fees and other income 16 8 16 9

Dividend income - - 129 169

Purchase of goods and receiving of services 35 125 3 35 125 3

Other related parties

Sale of goods and rendering of services 60 164 4 32 131 4

Fees and other income 11 18 11 18

Dividend income 27 31 18 15

Purchase of goods and receiving of services 1,061 5 1,134 5 38 54

Selling expenses 2 11 2 11

Administrative expenses 26 81 4 16

Management benefit expenses 126 117 47 46

1 The amount mainly comprises the purchase of goods and receiving of services from a subsidiary for project works,

totaling Baht 196 million, for project works. The pricing policy is based on third party compatible prices. 2 The amount represents the services rendered to a jointly-controlled entity for a project work. The pricing policy was

based on contractually agreed prices.3 The amount represents the purchase of goods from two associates for project works. The pricing policy was based on

third party compatible prices.


4 The amount mainly comprises the Company’s sales of mobile phones to a related party totaling Baht 121 million and

Baht 119 million in the consolidated and separate financial statements, respectively. The pricing policies were based

on third party compatible prices. 5 The amount mainly comprises a subsidiary’s purchase of vegetable oil from another related party totaling Baht 1,020

million and Baht 1,078 million for the years ended 31 December 2009 and 2008 in the consolidated financial statements,

respectively. The pricing policies were based on prices agreed by distributors who absorb distribution cost.

Balances as at 31 December 2009 and 2008 with related parties were as follows:

Trade and other accounts receivable Consolidated Separate from related parties financial statements financial statements

Note 2009 2008 2009 2008

(in million Baht)

Subsidiaries

Jago Company Limited - - 31 32

Loxley Wireless Company Limited - - 20 -

Asia Security Management Co., Ltd. - - 7 17

Part Zone (Thailand) Co., Ltd. - - 5 3

Others - - 3 1


CKLX Joint Venture 21 107 21 107

Associates

Loxley GTECH Technology

Company Limited 13 119 94 119 94

Others 5 3 3 3


L-Mobile and Computer Co., Ltd. 19 22 19 22

L-Direct Co., Ltd. 3 5 2 4

TT&T Public Company Limited 4 4 2 1

Others 3 7 1 2

Total 174 242 233 286

Less allowance for doubtful accounts (129) (16) (156) (41)

Net 45 226 77 245

Doubtful debts expense for the year 2 14 119 12

114

Loans to related parties Consolidated Separate

Interest rate financial statements financial statements

Note 2009 2008 2009 2008 2009 2008

(% per annum) (in million Baht)

Short-term

Subsidiaries

Jago Company Limited 6 6 - - 8 8

Others - - - 6

Associates

Loxley GTECH

Technology Company Limited 6 6 385 31 385 31


Progress Information Ltd. 7 7 1 1 - -

Total 386 32 393 45

Less allowance for doubtful

accounts 13 (30) - (38) (14)

Net 356 32 355 31

Doubtful debts expense for

the year - - 30 -

Movements during the years ended 31 December 2009 and 2008 of loans to related parties were as follows:

Loans to related parties Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Short-term

Related parties

At 1 January 32 1 31 -

Increase 354 31 354 31

Decrease from set up allowance

for doubtful accounts (30) - (30) -

At 31 December 356 32 355 31

The currency denomination of short-term loans to related parties as at 31 December 2009 and 2008 was as follows:



2009 2008 2009 2008

(in million Baht)

Thai Baht (THB) 386 32 393 39

United States Dollars (USD) - - - 6

Total 386 32 393 45


Trade and other accounts payable Consolidated Separate

- related parties financial statements financial statements

2009 2008 2009 2008

(in million Baht)

Subsidiaries

Loxbit P.A. Public Company Limited - - 3 -

(Formally: Point Asia Public Company

Limited)

Data Mining Company Limited - - 2 -

Loxbit Public Company Limited - - 2 -

Loxley Wireless Company Limited - - - 16

Others - - 4 3

Associates

BlueScope Lysaght (Thailand)

Company Limited 4 16 4 16

Thai Fiber Optic Company Limited 3 22 3 22


Thanakorn Vegetable Oil Products

Company Limited 131 96 - -

Loxley International Company Limited 27 36 - -

Progress Information Company Limited 11 16 - -

Law Enforcement Technology Solution

Company Limited 8 4 4 4

Mappoint Asia (Thailand) Company Limited 6 6 6 6

Univenture Public Company Limited - 6 - 6

Others 13 12 3 3

Total 203 214 31 76

Loans from related parties Interest rate Consolidated Separate


2009 2008 2009 2008 2009 2008


Short-term

Related parties

Zin Suapa Company Limited - 6 - 10 - -

Director 3, 8.5 3 2 2 - -

Total 2 12 - -

116

Movements during the years ended 31 December 2009 and 2008 of loans from related parties were as follows:

Loans from related parties Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Short-term

Related parties

At 1 January 12 81 - -

Increase 2 8 - -

Decrease (12) (53) - -

Decrease from deconsolidation - (24) - -

At 31 December 2 12 - -

Significant agreements with related parties

A subsidiary has entered into a technical service agreement with a related party in a foreign country to provide the Company

with services, information, technology and know-how pertaining to airport security operation. The term of this agreement shall

be terminated on the effective date of termination as agreed in writing by the parties or on the date the Airports of Thailand

Public Company Limited contract expires, is terminated or revoked. A subsidiary is committed to pay a service fee based on

certain percentage as indicated in the agreement.

6 Cash and cash equivalents Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Cash on hand and cash at banks - current

accounts 115 152 41 101

Cash at banks - savings accounts 288 292 134 149

Highly liquid short-term investments 191 65 30 50

Total 594 509 205 300

The currency denomination of cash and cash equivalents as at 31 December 2009 and 2008 was as follows:



2009 2008 2009 2008

(in million Baht)

Thai Baht (THB) 584 486 195 277

United States Dollars (USD) 10 23 10 23

Total 594 509 205 300


7 Deposits pledged as collateralCertain short-term and long-term fixed deposits and promissory notes at financial institutions have been pledged as collateral

for the projects performance as at 31 December 2009. The short-term portion is included as part of current investments, while

the long-term is included in other non-current assets. The pledged deposit amounts to Baht 46 million for the Group (31

December 2008: Baht 52 million).

8 Trade and other accounts receivable Consolidated Separate


Note 2009 2008 2009 2008

(in million Baht)

Related parties 5 174 242 233 286

Other parties 2,618 2,302 1,146 938

Total 2,792 2,544 1,379 1,224


Net 2,476 2,239 1,153 1,007

Doubtful debts expenses for the year 9 74 120 28

Write-off bad debts previously fully

provided for (no effect to statement

of income) (112) (3) (108) -

Aging analyses for trade and other accounts receivable were as follow:



2009 2008 2009 2008

(in million Baht)

Related parties

Within credit terms 36 108 38 110

Overdue :

Less than 3 months 16 33 40 36

3-6 months 6 13 10 18

6-12 months 14 3 14 10

Over 12 months 102 85 131 112

Total 174 242 233 286


Net 45 226 77 245

118



2009 2008 2009 2008

(in million Baht)

Other parties

Within credit terms 1,246 822 601 371

Overdue :

Less than 3 months 907 786 324 244

3-6 months 31 57 17 25

6-12 months 34 52 6 21

Over 12 months 321 492 119 184

Total 2,539 2,209 1,067 845


Net 2,352 1,947 997 696

Retention receivables on contracts 79 93 79 93

Less allowance for doubtful accounts - (27) - (27)

Net 79 66 79 66

Total 2,476 2,239 1,153 1,007

Included in trade and other accounts receivable from other parties over the age thresholds of 6 months as at 31 December

2009 and 2008 are amounts receivable from government agencies and state enterprises as follows:



2009 2008 2009 2008

(in million Baht)

6 – 12 months 11 15 1 -

Over 12 months 87 260 3 57

Total 98 275 4 57

The currency denomination of trade and other accounts receivable as at 31 December 2009 and 2008 was as follows:



2009 2008 2009 2008

(in million Baht)

Thai Baht (THB) 2,711 2,341 1,298 1,022

United States Dollars (USD) 60 127 60 126

Euros (EUR) 17 45 17 45

Australian Dollars (AUD) 4 4 4 4

Singapore Dollars (SGD) - 23 - 23

Great Britain Pounds (GBP) - 4 - 4

Total 2,792 2,544 1,379 1,224


9 Short-term loan to other party


Interest rate financial statements financial statements

2009 2008 2009 2008 2009 2008


Former subsidiary - - 98 98 - -

Less allowance for

doubtful accounts (98) (98) - -

Net - - - -

There was no movement of the short-term loan to other party during the years ended 31 December 2009 and 2008.

The Group’s short-term loan to other party as at 31 December 2009 and 2008 was denominated entirely in Thai Baht.

10 Inventories Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Merchandise inventories 367 643 221 497

Project material and project in progress 488 327 65 69

Goods in transit 80 2 79 2

Total 935 972 365 568

Less allowance for decline in value (50) (90) (33) (72)

Net 885 882 332 496

120

11 Other current assets



2009 2008 2009 2008

(in million Baht)

Promotion receivables 68 23 - -

Accrued income 42 22 9 17

Prepaid expenses 35 29 3 13

Deposit 34 - 34 -

Value added tax receivable 29 10 - 2

Withholding tax - 15 - -

Dividend receivable - - 40 -

Others 34 34 20 14

Total 242 133 106 46

12 Investments in subsidiaries

Separate

financial statements

2009 2008

(in million Baht)

At 1 January 526 537

Acquisition/Increase 52 -

Allowance for impairment (23) (4)

Decrease - (7)

At 31 December 555 526


pany Limited

121

Investments in subsidiaries as at 31 December 2009 and 2008 and dividend income from those investments for years then ended were as follows:


Ownership interest Paid-up capital Cost method Impairment At cost-net Dividend income

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

(%) (in million Baht)

Subsidiaries

Loxley Wireless Company Limited 99 99 30 Million Baht 30 Million Baht 30 30 - - 30 30 12 13

Jago Company Limited 99 99 330 Million Baht 330 Million Baht 330 330 (330) (330) - - - -

(not yet started principal

commercial operations)

Data Mining Company Limited 99 99 8 Million Baht 8 Million Baht 8 8 - - 8 8 - -

International Agriculture

Holdings Company Limited 99 99 16 Million Baht 16 Million Baht 15 15 - - 15 15 - -

Loxbit Public Company Limited 92 87 375 Million Baht 375 Million Baht 312 294 - - 312 294 50 36

Asia Security Management Co., Ltd. 69 69 100 Million Baht 100 Million Baht 70 70 - - 70 70 - -

Societed Commercial Lao

Company Limited 67 67 2,962 Million Kip 163 Million Kip 20 9 (6) - 14 9 - -

Part Zone (Thailand) Co., Ltd. 60 60 25 Million Baht 25 Million Baht 15 15 - - 15 15 - -

Loxley Property Development

Company Limited 59 40 108 Million Baht 108 Million Baht 66 43 - - 66 43 4 4

Loxley Global Co., Ltd. 51 51 99 Million Baht 99 Million Baht 50 50 (50) (33) - 17 - -

Loxley Thales Company Limited 51 51 6 Million Baht 6 Million Baht 3 3 (3) (3) - - - -

Loxley Trading Company Limited 50 50 50 Million Baht 50 Million Baht 25 25 - - 25 25 5 5

944 892 (389) (366) 555 526 71 58

122

13 Investments in jointly-controlled entity and associates Consolidated Separate


2009 2008 2009 2008

(in million Baht)

At 1 January 2,905 2,731 1,179 1,179

Share of profits from investments in

jointly-controlled entity and associates

accounted for using equity method, net 326 208 - -

Acquisition 8 34 - -

Dividend income (129) (169) - -

Loss on investment in associate

exceeding carrying value 9 101 - -

Impairment loss - - (18) -

Liquidation - - (5) -

Decrease (8) - - -

At 31 December 3,111 2,905 1,156 1,179

Investments in jointly-controlled entity and associates are based on the audited financial statements as at 31 December

2009 and 2008 except:

•BlueScopeLysaght (Thailand)CompanyLimited andBlueScopeSteel (Thailand)CompanyLimitedwhich have an

accounting period ended 30 June. Investments in those associates were recorded by including the financial statements

of those associates for the six-month periods ended 30 June 2009 and 2008 (the financial statements for the years

ended 30 June 2009 and 2008 which had been audited by other auditors) and for the six-month periods ended 31

December 2009 and 2008, which had been reviewed, but not audited by auditors. The carrying value of those investments

in the consolidated financial statements as at 31 December 2009 and 2008 amounted to Baht 1,721 million and Baht

1,624 million, respectively and the share of profit from those associates for the six-month period ended 31 December

2009 amounted to Baht 69 million and the share of loss for the six-month period ended 31 December 2008 amounted

to Baht 27 million. The carrying value of those investments as at 31 December 2009 and 2008 in the separate financial

statements amounted to Baht 950 million.


pany Limited

123

Investments in jointly-controlled entity and associates as at 31 December 2009 and 2008, and dividend income from those investments for the years then ended were as follows:


Ownership interest Paid-up capital Cost method Equity method Dividend income

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008



CKLX Joint Venture 25 25 - - - - 11 5 - -

Associates

Oriental Post Company Limited 50 50 150 Million Baht 150 Million Baht 84 84 111 105 2 2

Poonsap Communication

Company Limited 45 45 5 Million Baht 5 Million Baht 2 2 3 3 - -

Thai Fiber Optics Company Limited 40 40 100 Million Baht 100 Million Baht 40 40 165 164 4 6

BP - Castrol (Thailand) Company Limited 40 40 49 Million Baht 49 Million Baht 20 20 1,007 916 116 133


Company Limited 35 35 300 Million Baht 300 Million Baht 105 105 - - - -

Guardfire Limited 30 30 20 Million Baht 20 Million Baht 6 6 40 23 - -

Mobile Innovation Company Limited 27 27 184 Million Baht 184 Million Baht 51 51 15 15 - -

Foseco (Thailand) Limited 26 26 10 Million Baht 10 Million Baht 3 3 18 19 7 3

Ecartstudio Co., Ltd. 26 26 3 Million Baht 3 Million Baht 8 8 7 8 - -


Company Limited 25 25 600 Million Baht 600 Million Baht 150 150 239 216 - 25

BlueScope Steel (Thailand)

Company Limited 25 25 5,000 Million Baht 5,000 Million Baht 800 800 1,482 1,408 - -

MOCAP Limited 21 21 60 Million Baht 60 Million Baht 10 10 7 15 - -

Mega Management Co.,Ltd. 25 - 3,928 Million Kip - 8 - 6 - - -

Saxon (Thailand) Company Limited - 50 - 10 Million Baht - 5 - 8 - -

Total 1,287 1,284 3,111 2,905 129 169

124


Ownership interest Paid-up capital Cost method Impairment At cost-net Dividend income

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008



CKLX Joint Venture 25 25 - - - - - - - - - -

Associates

Oriental Post Company Limited 50 50 150 Million Baht 150 Million Baht 84 84 - - 84 84 2 2

Poonsap Communication

Company Limited 45 45 5 Million Baht 5 Million Baht 2 2 - - 2 2 - -

Thai Fiber Optics Company Limited 40 40 100 Million Baht 100 Million Baht 40 40 - - 40 40 4 6

BP - Castrol (Thailand)

Company Limited 40 40 49 Million Baht 49 Million Baht 20 20 - - 20 20 116 133

Guardfire Limited 30 30 20 Million Baht 20 Million Baht 6 6 - - 6 6 - -

Mobile Innovation Company Limited 27 27 184 Million Baht 184 Million Baht 51 51 - - 51 51 - -

Foseco (Thailand) Limited 26 26 10 Million Baht 10 Million Baht 3 3 - - 3 3 7 3


Company Limited 25 25 600 Million Baht 600 Million Baht 150 150 - - 150 150 - 25

BlueScope Steel (Thailand)

Company Limited 25 25 5,000 Million Baht 5,000 Million Baht 800 800 - - 800 800 - -


Company Limited 18 18 300 Million Baht 300 Million Baht 55 55 (55) (37) - 18 - -

Saxon (Thailand) Company Limited - 50 - 10 Million Baht - 5 - - - 5 - -

Total 1,211 1,216 (55) (37) 1,156 1,179 129 169


Investment in the 3-digit and 2-digit online lotteries project

Loxley GTECH Technology Company Limited, an associate of the Company, has entered into an agreement with the

Government Lottery Office (GLO) of Thailand on 29 July 2005 to service the lottery project. The terms stipulated in the

agreement require that the lottery commence within 7 months after the agreement has been signed. Because of circum-

stances, however, the project could not begin as scheduled. On 28 May 2008, the associate received a letter from the

GLO indicating that the project was to be launched by 16 September 2008. Later, on 18 August 2008, the associate

was informed in writing by the GLO about the results of their examination of the lottery system and the lottery vending

machines installation. According to the GLO’s letter, the associate was permitted to partially install the vending machine

(6,761 machines) in preparation for the project commencement. On 7 November 2008, the associate sent the notice letter

to the GLO requesting them to comply with the contract and manage to have the sales of lottery started. The associate

also demanded compensation for losses arising from the investment outlay totaling over Baht 2 billion within 30 days.

In the case the GLO neglected to take appropriate actions, the associate would take legal action against the GLO as

deemed necessary. On 24 December 2008, the GLO replied to the associate’s letter requesting fairness regarding the

commercial launch of 3-digit and 2-digit online lotteries. The GLO responded that they had passed a resolution agreeing to

such project; and that their resolution had been furnished to the Ministry of Finance for further submission to the Cabinet.

In April 2009, the associate lodged another letter with the GLO demanding that the Government should comply with the

contract. However, the Board of Directors of the GLO passed a resolution for the GLO to conduct further study over legal

and social impacts concerns. A public poll commissioned later on revealed that more than 50 per cent of the respon-

dents supported the lottery launch. In August 2009, the Council of State replied to the queries of the GLO in respect of

the sale of the 3-digit and 2-digit online lotteries that the GLO could be done under the Government Lottery Office Act,

B.E.2517. And the Company received a letter from the GLO dated 14 December 2009 notifying that its Board of Directors

(“the Board”) had passed a resolution on 4 December 2009 agreeing in principle to the sales of 3-digit and 2-digit online

lotteries. The Board then requested that the project preparation be completed within 90 days for commercial launch, and

reported to the Board for further Cabinet notification.

Subsequently in January 2010, the Prime Minister appointed a panel to study and examine the facts and legal concerns

over the sales of 3-digit and 2-digit online lotteries so as to determine options of and alternatives to the sales of online

lotteries within 30 days. As a consequence, the Board issued a letter dated 15 January 2010 to the associate stating that

the Board had resolved on 5 January 2010 to delay the commercial launch preparation in accordance with the Board’s

previous resolution on 4 December 2009 until the Prime Minister’s appointed panel could finalise its decision for the

Board’s consideration. As at 31 December 2009, the associate still has all the rights and obligations under the underlying

service agreement as the said panel has yet to complete its studies and the associate has yet to receive any official

letter from the GLO stating otherwise. The associate will be able to recover all amounts due under the agreement with the

GLO as it proposes to take legal action in consultation with its legal advisors to make GLO honor the agreement and to

recover all expenses incurred plus related damages due under the terms of the agreement.

126

However, the Company recognised partial impairment losses on investment in the said project in the separate financial

statements as required by TAS 36 “Impairment of Assets.” The standard provided that when the recoverable amount of

an investment is less than its carrying value, the Company must record impairment loss on such investment directly in the

profit or loss by reducing the investment cost to its recoverable amount. As at 31 December 2009, the Company recorded

impairment losses on its investments in Loxley Global Company Limited and Loxley GTECH Technology Company Limited

(LGT) in the total amount of Baht 35 million, and recorded allowance for doubtful accounts for trade receivables from

LGT in the amount of Baht 119 million (note 5). Furthermore, to be consistent with the consolidated financial statements

in which the investments are accounted for under equity method (as set out in the succeeding paragraph), the Company

recorded additional allowance of Baht 30 million for short-term loans receivable from LGT (note 5). Altogether, the Company

recognised impairment losses and allowance for doubtful accounts of Baht 184 million on the separate statement of income

for the year ended 31 December 2009.

In the consolidated financial statements, the Group complies with TAS 28 “Investments in Associates” which states that

the Company normally must record share of losses of an associate equals to its interest in the associate. The interest in

an associate is the carrying amount of the investment in the associate under the equity method together with any long-

term interests that, in substance, form part of the investor’s net investment in the associate, such as a settlement of loan

that is neither planned nor likely to occur in the foreseeable future. The Company’s additional share of losses recognised

under the equity method is treated as deductions to the components of the interests in the associates. The Company only

recognises additional share of losses as liability only when the Company has incurred legal or constructive obligations or

made payments on behalf of the associate.

As at 31 December 2008, the Group was contingently liable as a joint-guarantor with the other two shareholders of the

associate for the associate’s Baht 1,188 million long-term bank loan. Based on the shareholders agreement, the guarantee

liability is divided among the shareholders in proportion to the amounts of payments of goods and services each shareholder

received from such associate. As at 31 December 2008, the Group’s guarantee liability accounted for 18% or Baht 213.8

million of the totals. As at the same year ended, the Group recorded its share of losses over its interest in the associate

in the amount of Baht 140 million and presented as other current liabilities in the consolidated balance sheet (note 20).

During 2009, the associate repaid its outstanding bank loan in full amount. The Group, consequently, has no guarantee

liability as at 31 December 2009. The Group recorded additional share of losses from the associate in the amount of Baht

9 million for the year ended 31 December 2009 in the consolidated statement of income, increasing the Group’s total share

of losses over its interest in the associate on the consolidated balance sheet to Baht 149 million, presented as deductions

to trade receivable and loans receivable from the associate of Baht 119 million and Baht 30 million, respectively (note 5).


14 Other long-term investments Movements during the years ended 31 December 2009 and 2008 of other long-term investments were as follows:



2009 2008 2009 2008

(in million Baht)

Available-for-sale securities

At 1 January 245 601 222 520

Sales during the period (118) (23) (108) -

Reversal of unrealised loss

from fair value changes - 2,120* - 2,119*

Impairment losses of

available-for-sale security - (2,120)* - (2,119)*

Valuation adjustment 46 (333) 59 (298)

At 31 December 173 245 173 222

General investments

At 1 January 72 72 22 22

Acquisitions 7 - - -

At 31 December 79 72 22 22

Total 252 317 195 244

128

* The consolidated and separate financial statements as at 31 December 2008 of Loxley Public Company Limited and its

subsidiaries, and of Loxley Public Company Limited, respectively, included investments in TT&T Public Company Limited

(TT&T) which were recorded as other long-term investments “available-for-sale securities”. In the event that the investments

are considered impaired, the cumulative amount of fair value changes in equity is required under TAS 40 to be reversed

to the statement of income as an impairment loss. During the period ended 30 June 2008, the Company’s management

became aware that TT&T Public Company Limited had been in breach of loan agreements and had filed a rehabilitation

petition with the Central Bankruptcy Court on 22 April 2008. The petition was accepted by the Court and a hearing date

was fixed for 2 June 2008, but was subsequently rescheduled at the request of objecting creditors to 24 June 2008. In

accordance with the criteria set-down by TAS 40, an issuer’s default on payment or a breach of contract and the high

probability of bankruptcy or other financial reorganisation of an issuer are evidences indicating that an available-for-sale

security is impaired. Therefore as at 30 June 2008, the Company and its subsidiaries have recognised an impairment loss

amounting to Baht 1,996 million in respect to the investments in TT&T in the consolidated and separate statements of

income.

On 28 October 2008, all of the previously objecting creditors withdrew their objections to the TT&T’s rehabilitation request.

The Central Bankruptcy Court in response approved the rehabilitation plan on 7 November 2008. Subsequently on 14

January 2009, the creditors successfully nominated the management of TT&T as the rehabilitation planner.

The Company’s management, however, believes that the rehabilitation plan of TT&T is uncertain. Together with the

increase in TT&T’s liability after it has assumed the debt of Baht 21,935 million owe to TOT Public Company Limited

(TOT) - allowing TOT to dominate the creditors’ vote to select the rehabilitation planner - the Company and its subsidiaries

recognised additional impairment losses as at 31 December 2008 of Baht 124 million and Baht 123 million, totaling

Baht 2,120 million and Baht 2,119 million in the consolidated and separate statements of income for the year ended 31

December 2008 of Loxley Public Company Limited and its subsidiaries, and of Loxley Public Company Limited, respectively.

As at 31 December 2008, the management of the Company and subsidiaries recognised impairment losses of

investments in TT&T Public Company Limited (available-for-sale security); Loxley Thales Company Limited (subsidiary)

and L-Direct Co., Ltd. (former subsidiary) totaling Baht 2,120 million and Baht 2,129 million in the consolidated and

the separate statements of income for the year ended 31 December 2008 of Loxley Public Company Limited and its

subsidiaries, and of Loxley Public Company Limited, respectively.


pany Limited

129

Other long-term investments as at 31 December 2009 and 2008, and dividend income from those investments for the years then ended were as follows:


Unrealised Fair value

gain (loss) from (Market price

fair value of listed

Ownership interest Paid-up capital Cost method Impairment changes securities) Dividend income

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008


Available-for-sale

securities - at fair value


TT & T Public Company

Limited - 8 32,425 32,425 - 2,215 - (2,120) - - - 95 - -

Muangthai Insurance Public

Company Limited 5 5 590 590 36 36 - - 132 82 168 118 - 13

CS Loxinfo Public

Company Limited - 1 157 157 - 9 - - - 13 - 22 2 9

Other parties 5 19 - - - (9) 5 10 - -

41 2,279 - (2,120) 132 86 173 245 2 22

130






2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008


General investments -

at cost


Loxley Pacific Company

Limited 15 15 700 700 161 161 (141) (141) - - 20 20 - -

Thanakorn Vegetable Oil

Product Co., Ltd. 7 6 300 300 35 28 - - - - 35 28 3 7

L-Direct Co., Ltd. 18 18 40 40 7 7 (7) (7) - - - - - -

Others 13 13 (11) (11) - - 2 2 22 -

Other parties 25 25 (3) (3) - - 22 22 - 2

241 234 (162) (162) - - 79 72 25 9

Total 282 2,513 (162) (2,282) 132 86 252 317 27 31


pany Limited

131






2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008


Available-for-sale

securities - at fair value


TT & T Public Company

Limited - 8 32,425 32,425 - 2,214 - (2,119) - - - 95 - -

Muangthai Insurance Public

Company Limited 5 5 590 590 36 36 - - 132 82 168 118 - 13

Other parties 5 18 - - - (9) 5 9 - -

41 2,268 - (2,119) 132 73 173 222 - 13

General investments

- at cost

Other related party

L-Direct Co., Ltd. 18 18 40 40 7 7 (7) (7) - - - - - -

Others - - - - - - - - 18 -

Other parties 25 25 (3) (3) - - 22 22 - 2

32 32 (10) (10) - - 22 22 18 2

Total 73 2,300 (10) (2,129) 132 73 195 244 18 15

132

15 Property, plant and equipment


Furniture,

Buildings and fixtures and Tools and Equipment Transportation Construction

Land improvements office equipment equipment held for lease equipment in progress Total

(in million Baht)

Cost / revaluation*

At 1 January 2008 369 956 536 173 117 85 4 2,240

Additions - 4 38 6 11 18 6 83

Disposals/written-off (1) (10) (107) (29) (8) (31) - (186)

Decrease from deconsolidation

of subsidiaries - (6) (25) - - - - (31)

Transfers in (out) - 3 - 1 - - (4) -

At 31 December 2008 and

1 January 2009 368 947 442 151 120 72 6 2,106

Additions - 12 21 15 6 14 48 116

Disposals/written-off - (8) (67) (22) (11) (8) (1) (117)

Transfers in (out) - 33 (9) 39 (12) - (52) (1)

At 31 December 2009 368 984 387 183 103 78 1 2,104

* Appraised land as at 31 December 2009 for the Group amounted to Baht 269 million (2008: Baht 269 million), based on the information provided by an independent appraiser and

the Department of Lands in 2005.


pany Limited

133


Furniture,



(in million Baht)

Accumulated depreciation

At 1 January 2008 - 534 441 133 56 59 - 1,223

Depreciation charge for the year - 42 33 18 28 9 - 130

Disposals/written-off - (8) (105) (29) (5) (24) - (171)


of subsidiaries - (1) (14) - - - - (15)


1 January 2009 - 567 355 122 79 44 - 1,167

Depreciation charge for the year - 42 29 21 25 9 - 126

Disposals/written-off - (4) (62) (21) (10) (3) - (100)

Transfer in (out) - - - 11 (12) - - (1)

At 31 December 2009 - 605 322 133 82 50 - 1,192

Net book value

At 31 December 2008 368 380 87 29 41* 28 6 939

At 31 December 2009 368 379 65 50 21* 28 1 912

* The assets held for lease are operating equipment subject to sale and leaseback agreements.

The cost of fully depreciated property, plant and equipment that was still in use as at 31 December 2009 for the Group amounted to Baht 572 million (2008: Baht 602 million)

134


Furniture,



(in million Baht)

Cost / revaluation *

At 1 January 2008 259 414 298 67 12 38 - 1,088

Additions - 3 16 1 - 13 1 34

Disposals/written-off (1) (6) (93) (14) - (29) - (143)

Transfers in (out) - 1 - - - - (1) -


1 January 2009 258 412 221 54 12 22 - 979

Additions - 3 5 3 - 6 8 25

Disposals/written-off - (2) (29) (8) - (6) - (45)

Transfers in (out) - - 12 8 (12) - (8) -

At 31 December 2009 258 413 209 57 - 22 - 959


pany Limited

135


Furniture,



(in million Baht)

Accumulated depreciation

At 1 January 2008 - 287 251 54 12 32 - 636

Depreciation charge for the year - 15 18 7 - 3 - 43



1 January 2009 - 296 177 47 12 13 - 545

Depreciation charge for the year - 15 16 6 - 3 - 40


Transfers in (out) - - 12 - (12) - - -

At 31 December 2009 - 309 179 46 - 14 - 548

Net book value

At 31 December 2008 258 116 44 7 - 9 - 434

At 31 December 2009 258 104 30 11 - 8 - 411

* Appraised land as at 31 December 2009 for the Company amounted to Baht 189 million (2008: Baht 189 million), based on the information provided by an independent appraiser

and the Department of Lands in 2005.

136

The cost of fully depreciated property, plant and equipment that was still in use as at 31 December 2009 for the Company

amounted to Baht 357 million (2008: Baht 336 million).

16 Intangible assets

Consolidated Separate financial statements financial statements

Software Software

License Goodwill Total License

(in million Baht)

Cost

At 1 January 2008 70 58 128 36

Additions 4 - 4 2

Disposals/written-off (14) - (14) -


of subsidiaries (3) - (3) -


1 January 2009 57 58 115 38

Additions 5 - 5 1

Disposals/written-off (1) - (1) (1)

At 31 December 2009 61 58 119 38

Accumulated amortisation

At 1 January 2008 32 58 90 6

Amortisation charge for the year 5 - 5 4

Disposals/written-off (14) - (14) -


1 January 2009 23 58 81 10

Amortisation charge for the year 5 - 5 4

Disposals/written-off - - - -

At 31 December 2009 28 58 86 14

Net book value

At 31 December 2008 34 - 34 28

At 31 December 2009 33 - 33 24

17 Other non-current assets Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Withholding taxes deducted at sources 85 106 37 31

Refundable deposits, guarantee and others 61 86 25 29

Total 146 192 62 60


18 Interest-bearing liabilities



Note 2009 2008 2009 2008

(in million Baht)

Current

Bank overdrafts

secured 17 - - -

unsecured 1 77 1 17

Short-term loans from financial institutions

secured 205 47 - -

unsecured 541 483 371 364

Liabilities under trust receipts

secured 458 367 453 359

Bank overdrafts and short-term loans

from financial institutions 1,222 974 825 740

Current portion of long-term loans from

financial institutions

secured 27 60 - -

unsecured 156 100 156 100

Current portion of finance lease

liabilities 33 34 10 6

Current portion of long-term liabilities 216 194 166 106

Short-term loans from related parties 5

secured - 6 - -

unsecured 2 6 - -

2 12 - -

1,440 1,180 991 846

Non-current

Long-term loans from financial institutions

secured 104 56 - -

unsecured 974 850 974 850

Finance lease liabilities 16 33 6 10

1,094 939 980 860

Total 2,534 2,119 1,971 1,706

Bank overdrafts and short-term loans from financial institutions and related parties

As at 31 December 2009, the above loans bear interest at the floating rates ranging from 2.40%-11.50% p.a.

(2008: 4.20% - 11.50% p.a.).

Under the terms of trust receipts, the Group/Company imported merchandise in trust for the banks. The Group/Company

was obligated to maintain the goods or the proceeds from their sale and to hold them ready for repossession by the bank.

138

Long-term liabilities(a) The above long-term loans bear interest at the rates ranging from 4.13% to 5.88% per annum, MLR per annum and MLR-0.25% to MLR-1.75% per annum; and are repayable in installments up to December 2014.(b) The Group/Company entered into financial lease agreements for machinery and equipment which are repayable in amounts as specified in the agreements up to July 2012.

The Group/Company is subject to certain terms of the long-term loans, including the maintenance of certain financial ratios.The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at 31 December 2009 and 2008 were as follows:

Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Within one year 1,407 1,146 981 840 After one year but within five years 1,078 906 974 850 Total 2,485 2,052 1,955 1,690

Secured interest-bearing liabilities as at 31 December 2009 and 2008 were secured on the following assets: Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Land and buildings 316 331 - - Trade accounts receivable and deposits pledged as collateral* 90 45 - - Total 406 376 - -

* A subsidiary has transferred to a bank as collateral under the security service project the right of collection of trade accounts receivable from such project, and the title to a fixed deposit account pledged under the same project.

Finance lease liabilities Finance lease liabilities as at 31 December were payable as follows: Consolidated financial statements 2009 2008 Principal Interest Payment Principal Interest Payment (in million Baht) Within one year 33 3 36 34 5 39 After one year but within five years 16 1 17 33 2 36 Total 49 4 53 67 7 74

Separate financial statements 2009 2008 Principal Interest Payment Principal Interest Payment (in million Baht) Within one year 10 1 11 6 1 7 After one year but within five years 6 1 7 10 1 11 Total 16 2 18 16 2 18

Interest-bearing liabilities of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.


19 Trade and other accounts payable Consolidated Separate financial statements financial statements Note 2009 2008 2009 2008 (in million Baht) Related parties 5 203 214 31 76 Other parties 1,586 1,041 644 497 Total 1,789 1,255 675 573

The currency denomination of trade and other accounts payable as at 31 December were as follows: Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Thai Baht (THB) 1,157 1,011 211 502 United States Dollars (USD) 602 231 435 63 Euro (EUR) 22 12 21 7 Swiss Franc (CHF) 5 - 5 - Australian Dollars (AUD) 2 - 2 - Great Britain Pounds (GBP) 1 1 1 1 Total 1,789 1,255 675 573

20 Other current liabilities Consolidated Separate financial statements financial statements Note 2009 2008 2009 2008 (in million Baht) Accrued cost and warranty cost 397 334 107 109 Accrued expenses 200 150 9 12 Loss on investments in associate exceeding carrying value 13 - 140 - - Others 62 102 51 34 Total 659 726 167 155

21 Deferred tax liabilities Deferred tax liabilities as at the years ended 31 December were as follows: Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Deferred tax liabilities (Revaluation surplus on land) 70 66 56 56

22 Share capital 2009 2008 Par value per share Number Baht Number Baht (in Baht) (million shares / million Baht) Authorised At 1 January Ordinary shares 1 2,000 2,000 2,650 2,650 Reduction of shares 1 - - (650) (650) At 31 December

ordinary shares 1 2,000 2,000 2,000 2,000

140

2009 2008 Par value per share Number Baht Number Baht (in Baht) (million shares / million Baht)

Issued and paid up At 1 January and 31 December ordinary shares 2,000 2,000 2,000 2,000

At the annual general shareholders’ meeting held on 29 April 2008, the shareholders passed a resolution to decrease the Company’s authorised share capital from Baht 2,650,000,000 (2,650,000,000 shares of Baht 1 par value) to Baht 2,000,000,000 (2,000,000,000 shares of Baht 1 par value) by cancelling ordinary shares reserved for the exercise right of convertible debentures worth Baht 650,000,000 (650,000,000 ordinary shares of Baht 1 par value) in order to comply with the law of public limited company.

23 ReservesShare premiumSection 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution.Currency translation changesThe currency translation changes recognised in equity relate to foreign exchange differences arising from translation of the financial statements of foreign operations to Thai Baht.Fair value changes and revaluation surplusesFair value changes and revaluation surpluses recognised in equity relate to cumulative net changes in the fair value of available-for-sale investments and surpluses arising from the revaluations of freehold land. The revaluation increment in land is not available for dividend distribution.Legal reserveSection 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

24 Segment informationSegment information is presented in respect of the Group’s business segments. The primary format is based on the Group’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise gain on sales of investments, share of profits from investments in jointly-controlled entity and associates accounted for using the equity method, dividend income and central expenses.

Business segmentsThe Group comprises the following main business segments:Technology Sales and service of information technology, infrastructure, telecommunications, consumer electronics, special project, lottery business and others.Trading Trading of chemicals, construction materials and consumer products.Service and others Engagement in international businesses, rendering of services, provision of

finance and administrative supports, and others.


pany Limited

141

Business segments result Technology Trading Service and others Eliminations Total 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 (in million Baht) Revenue 5,318 5,337 4,234 4,483 686 635 (162) (297) 10,076 10,158 Other income 44 61 29 24 59 58 (42) (36) 90 107 Unallocated revenue 114 66 Total revenue 10,280 10,331 Cost of sales (4,340) (4,301) (3,759) (3,973) (526) (464) 132 263 (8,493) (8,475) Selling and administrative expenses (987) (957) (509) (459) (114) (116) 258 77 (1,352) (1,455) Unallocated expenses (207) (2,338) Total expenses (10,052) (12,268) Share of profits from investments in jointly-controlled entity and associates under equity method, net 326 208 Profit (loss) before finance costs and income tax expense 554 (1,729) Finance cost (49) (39) (32) (25) (36) (80) - - (117) (144) Profit (loss) before income tax expense 437 (1,873) Income tax expense (62) (71) - - (14) (9) - - (76) (80) Profit (loss) for the year 361 (1,953)

Business segment financial position Technology Trading Service and others Eliminations Total 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 (in million Baht) Segment assets 3,182 2,444 1,247 1,205 866 872 (53) (51) 5,242 4,470 Unallocated assets 4,941 4,211 Total assets 10,183 8,681 Unallocated liabilities 5,584 4,435 Depreciation (28) (35) (18) (18) (22) (22) - - (68) (75)

The Group’s major operations are in Thailand.

142

25 Fees and other income Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Gains on sales of investments 87 23 69 - Management fee income 29 43 27 43 Dividends 27 31 218 242 Interest income 13 12 9 6 Other income 48 63 50 60 Total 204 172 373 351

26 Selling expenses Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Employee expenditure 327 304 228 222 Promotion expenses 180 165 21 44 Transportation 53 55 21 23 Travelling expenses 21 25 14 18 Others 30 86 19 57 Total 611 635 303 364

27 Administrative expenses Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Employee expenditure 409 358 138 125 Office and equipment rental 83 93 51 52 Depreciation and amortization expense 68 74 37 46 Professional fees 55 57 6 7 Entertainment 46 49 35 38 Travelling expense 45 51 39 49 Office overhead 24 15 8 10 Provisions for doubtful accounts and declining value in obsolete stock 20 98 158 38 Training expenses 12 44 - - Technical service expenses 12 12 - - Others 49 71 58 85 Total 823 922 530 450

28 Employee benefit expenses Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Salaries, wages, overtimes and bonus 1,141 989 348 324 Welfare 39 32 6 7 Contribution to defined benefit plans 32 29 16 17 Retirement and pension funds 22 14 18 14 Others 91 86 15 21 Total 1,325 1,150 403 383


In 2005, the Company established a new contributory funded provident fund covering substantially all employees. This fund was registered with the Ministry of Finance under the Provident Fund Act B.E. 2530. Membership is voluntary upon attaining permanent status. Under the regulations of the fund, members are required to make monthly contributions to the fund at 5% of the members’ basic salaries and the Company is required to make monthly contributions to the fund at 5% of the members’ basic salaries. The Company will transfer its previous contributory funded provident fund to the new fund within 10 years according to the accounting period. The first transfer of the fund starts from 2005.

29 Expenses by nature Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht) Changes in work in progress and finished goods sold 7,939 8,153 3,355 3,333 Employee benefits expense 1,325 1,150 403 383 Depreciation and amortisation expense 131 135 44 47 Promotion expenses 108 87 11 15 Transportation expenses 108 92 75 59 Office and equipment rental 83 93 51 52 Entertainment 46 49 35 38 Travelling expenses 45 51 39 49 Provisions for doubtful accounts and declining value in obsolete stock 20 98 158 38 Impairment losses of investment - 2,120 35 2,129

30 Income tax expense The current tax expense in the consolidated and separate statements of income is more than the amount determined by applying the Thai corporation tax rate to the accounting profit (loss) for the year principally because: (a) the Group/Company unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current year’s tax charge. (b) the different treatment for accounting and taxation purposes of certain items of expense, in particular, provision for impairment loss of investments, provision for doubtful accounts and other provisions. (c) losses suffered by certain subsidiaries of the Group/Company cannot be set-off against the profits of other subsidiaries of the Group/Company for tax purposes.

31 Basic earnings (loss) per share The calculation of basic earnings (loss) per share for the year ended 31 December 2009 and 2008 were based on the profit (loss) for the years attributable to equity holders of the Company and the number of ordinary shares outstanding during the years as follows:

Consolidated Separate financial statements financial statements 2009 2008 2009 2008 (in million Baht / million shares) Profit (loss) for the year attributable to equity holders of the Company (statement of income) 356 (1,987) (39) (2,098) Number of ordinary shares outstanding 2,000 2,000 2,000 2,000 Basic earnings (loss) per share (in Baht) 0.18 (0.99) (0.02) (1.05)

32 Financial instrumentsFinancial risk management policiesThe Group/Company is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group/Company does not hold or issue derivative financial instruments for speculative or trading purposes.Risk management is integral to the whole business of the Group/Company. The Group/Company has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group/Company’s risk management process to ensure that an appropriate balance between risk and control is achieved.

144

Interest rate riskInterest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s/Company’s operations and its cash flows. The Group/Company manages interest rate risk by analyzing exposure on an ongoing basis and by using a mix of both fixed interest rates and floating interest rates, depending on the market circumstances.Foreign currency riskThe Group/Company is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group/Company primarily utilises forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.At 31 December, the Group/Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies:

Consolidated Separate financial statements financial statements Note 2009 2008 2009 2008 (in million Baht) United States Dollars (USD) Cash and cash equivalent 6 10 23 10 23 Trade and other accounts receivable 8 60 127 60 126 Short-term loan to related parties 5 - - - 6 Trade and other accounts payable 19 (602) (231) (435) (63) Euros (EUR) Trade and other accounts receivable 8 17 45 17 45 Trade and other accounts payable 19 (22) (12) (21) (7) Swiss Franc (CHF) Trade and other accounts payable 19 (5) - (5) - Australian Dollars (AUD) Trade and other accounts receivable 8 4 4 4 4 Trade and other accounts payable 19 (2) - (2) - Great Britain Pounds (GBP) Trade and other accounts receivable 8 - 4 - 4 Trade and other accounts payable 19 (1) (1) (1) (1) Singapore Dollars (SGD) Trade and other accounts receivable 8 - 23 - 23 Gross balance sheet exposure (541) (18) (373) 160 Currency forwards, net 320 90 320 90 Net exposure of assets (liabilities) (221) 72 (53) 250

Credit riskCredit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group/Company as and when they fall due.Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evalua-tions are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s/Company’s customer base, management does not anticipate material losses from its debt collection.Liquidity riskThe Group/Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s/Company’s operations and to mitigate the effects of fluctuations in cash flows.


Determination of fair valuesA number of the Group’s/Company’s accounting policies and disclosures require the determination of fair value, for both

financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or

a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined

for measurement and/or disclosure purposes based on the following methods. When applicable, further information about

the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The Group/Company uses the following methods and assumptions in estimating the fair value of financial instruments:

- Cash and short-term investments

The carrying amount approximates fair value because of the short period to maturity.

- Accounts receivable and accounts payable - trade and others

The carrying amount approximates fair value because of the short period to maturity.

- Loans to and loans from related and other companies

The carrying amount approximates fair value because most of these financial instruments bear interest at market rates.

- Investment in common shares

The carrying amount of investment in common shares for which there are no available quoted market prices approximates

the fair value based on the underlying net asset base of the investment. The fair value of investments in available-for-

sale equity securities is determined by reference to their quoted bid price at the reporting date.

- Bank overdrafts and short-term loans from financial institutions

The carrying amount approximates fair value because of the short period to maturity of these financial instruments.

- Long-term loan

The carrying amount approximates fair value because most of these financial instruments bear interest at market rates.

- Short-term foreign currency forward contracts with maturity of shorter than 6 months

Fair values of foreign currency forward contracts are measured at the market rates of forward contracts on the balance

sheet date. The fair values closely approximate the contract values because of short maturity of the contracts.

33 Commitments with non-related parties Consolidated Separate


2009 2008 2009 2008

(in million Baht)

Other commitments

Unnegotiated letters of credits for

goods and supplies 141 44 135 44

Purchase orders for goods and services

accepted by suppliers 2,298 1,070 1,756 679

Purchase forward contracts 326 115 326 115

Sale forward contracts 6 25 6 25

Bank guarantees (for projects performance and customers

tender guarantees) 2,149 1,565 1,629 1,068

Total 4,920 2,819 3,852 1,931

The above short-term purchase and sale forward contracts will come to maturity within July 2010.

146

34 Contingent liabilities and contingent assetsAs at 31 December 2009:

(a) A subsidiary is subject to a litigation claim as it and three other parties were jointly sued by a customer claiming for

wrongful act compensation over alleged violations. The claim for compensation amounted to Baht 37.47 million, of

which Baht 27.50 million and Baht 9.97 million are attributable respectively to the principle and 7.5% interest from 30

June 2004 to 30 April 2009. The customer additionally claimed for 7.5% interest to be accrued on top of the principle

from 1 May 2009 onwards. The litigation is currently under the consideration of the Civil Court. However, since the

management of the Company and its subsidiary believe that the subsidiary has no liability in respect of the called

compensation; no provision for such compensation has been set aside in the financial statements.

(b) The Company has invested in a 99% interest of a wholly owned subsidiary at the cost of Baht 330 million. The Company

has already fully reserved an impairment loss on the investment. This subsidiary was a party to an agreement with the

Government Lottery Office of Thailand (GLO) to distribute charitable lottery online. Under the agreement, the subsidiary

was to supply and install on-line lottery equipment and comply with certain conditions and restrictions for a period of

ten years, without cancellation right specified in the agreement. Furthermore, the subsidiary had the right to earn a

service fee from the GLO for the distribution of the said lottery.

In November 1999, the agreement with the GLO was terminated as the GLO could not comply with certain conditions

of the agreement. The subsidiary has fully recorded the losses from the project. Subsequently in December 2000, the

arbitrator judged that the GLO should pay compensation of Baht 2,509 million to the subsidiary, including interest of

7.5 % p.a. from 4 January 2000 until full payment is received. In July 2004, the Courts of First Instance judged in favour

of the subsidiary.

After the Courts of First Instance rendered its verdict in 2004, the GLO filed an appeal with the Supreme Court in an

attempttooverturnsuchverdict.ThesubsidiaryconsequentlyfiledanappealwiththeSupremeCourttocounterthe

GLO’s appeal.

However, in October 2009, the subsidiary submitted additional evidence to the Supreme Court. The GLO in response

raised its objection to the subsidiary’s additional submission of evidence. The management of the Company believes

that the Supreme Court should hand down its decision in the near future.

35 Transfer of reserve funds to reduce deficit At the extraordinary shareholders’ meeting of Loxley Public Company Limited on 26 June 2008, the shareholders passed

a resolution granting approval to the Company to transfer its legal reserve and premium on share capital, amounting to

Baht 149 million and Baht 1,562 million, respectively, totaling Baht 1,711 million, to reduce the deficit arising from the

recognition of impairment loss in investments in TT&T Public Company Limited. The practice carried out is in line with the

Public Limited Company Act., referred to note 14 to the financial statements.

36 Thai Accounting Standards (TAS) not yet adoptedThe Group/Company has not adopted the following revised TAS that has been issued as of the reporting date but is

not yet effective. The revised TAS is anticipated to become effective for annual financial periods beginning on or after 1

January in the year indicated.

TAS Topic Year effective

TAS 24 (revised 2009) Related Party Disclosures 2011

(formerly TAS 47)

The management considers that the adoption of the above revised TAS has no material impact on the consolidated and

separate financial statements.


37 Reclassification of accounts Certain accounts in the 2008 financial statements have been reclassified to conform to the presentation in the 2009

financial statements as follows:

2008

Consolidated financial statements Separate financial statements

Before After Before After

reclass. Reclass. reclass. reclass. Reclass. reclass.

(in million Baht)

Balance sheet

Investments in subsidiaries, jointly-

controlled entity and associates 2,905 (2,905) - 1,705 (1,705) -

Investments in subsidiaries - - - - 526 526

Investment in jointly-controlled entity - 5 5 - - -

Investments in associates - 2,900 2,900 - 1,179 1,179

Advances paid to suppliers - 54 54 - 52 52

Other current assets 187 (54) 133 98 (52) 46

- -

Statement of income

Year ended 31 December

Revenue from sale of goods and

rendering of services 10,127 31 10,158 3,985 31 4,016

Fees and other income 214 (42) 172 392 (42) 350

(11) (11)

Cost of sale of goods and

rendering of services 8,461 14 8,475 3,361 14 3,375

Selling and administrative expenses 1,698 (1,698) - 885 (885) -

Directors’ remuneration 18 (18) - 10 (10) -

Interest expense 126 (126) - 90 (90) -

Selling expenses - 635 635 - 364 364

Administrative expenses - 921 921 - 450 450

Management benefit expenses - 117 117 - 45 45

Finance costs - 144 144 - 101 101

(11) (11)

- -

The reclassifications have been made to comply with the classification set out in the Pronouncement of the Department of

Business Development Re: Determination of items in the financial statements B.E.2552 dated 30 January 2009 and the new

classification is more appropriate to the Group/Company’s business.

148

Auditor Remuneration

Other Parties

1. Financial Audit Fees

The Company and subsidiary companies paid annual financial audit fees to

Audit firm, individual, or related business to the auditor or audit firm in the total amount of Baht 9,683,000.00

2. Other Non-audit Fee

Baht 112,000.00

Registrar Head Office

Thailand Securities Depository Company Limited

62 Thailand Securities Depository Building 4th and 7th Floor

Ratchadapisek Road, Klongtoey Subdistrict, Klongtoey District,

Bangkok 10110

Tel : +66 (0) 2229-2800 or Call Center +66 (0) 2229-2888 Fax : +66 (0) 2359-1259

Branch Office

Capital Market Academy Building

2nd Floor, The Stock Exchange of Thailand

2/7 Moo 4 (North Park Project)

Vibhavadi-Rangsit Road, Tung Song Hong,

Laksi, Bangkok 10210

Tel : +66 (0) 2596-9000 or +66 (0) 2596-9302-11 Fax : +66 (0) 2832-4994-6

Auditor Mrs. Siripen Sukcharoenyingyong Certified auditor No.3636 and/or

Mr. Vichien Thamatrakul Certified auditor No.3183 and/or

Mr. Veerachai Ratanajaratkul Certified auditor No.4323 and/or

Mr. Charoen Poosamritlert Certified auditor No.4068

KPMG Phoomchai Audit Limited

21st Floor, Empire Tower Building

195 South Sathorn, Yannawa Subdistrict

Sathorn District, Bangkok 10120

Tel : +66 (0) 2677-2000 Fax : +66 (0) 2677-2222

Financial Advisor -None-

Legal Advisor -None-

Documents

Contents Background, Major Changes 2 - loxley.co.th Report/annual2009_Eng.pdf · Background, Major Changes 2 ... Alcatel-Lucent (Euronext Paris and NYSE: ALU) to gain ... Total Assets