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PICO_2005 PICO (THAILAND) PCL Annual Report 2005
Citation preview
The InnovationInspirationInspirationSpirit fromNature
ANNUAL REPORT2005
Pico (Thailand) Public Company Limited39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56), Sukhumvit Rd., Bangna, Bangkok 10260, ThailandTel. 0-2748-7007 Fax 0-2748-7591, 0-2748-7589www.picothai.com
(Thailand) Public C
ompany Lim
ited AN
NUAL R
EPORT 2
005
Board of Directors/The Audit Committee/ The Executive CommitteeOrganizational and Management Structure Shareholding Structure
CONTENTSCONTENTS
Operating Results and Financial Standing ReferencesIntercompany Transactions Report of the Independent Certified Public Accountants Consolidated and Company Financial Statements
Financial Highlights
Message from the Chairman and the Chief Executive Officer Report of the Audit Committee
General Information Network of Pico Group and Other Information
Business ObjectivesTransparency and Governance Social Responsibility
Market and Competition The Thai Economy 2005and Trends for 2006Risk Factors
Business Operation
0102
04
0506
10
16
343434
35
38
40
42525360
6222
33
ABOUT US
OUR BUSINESS
OUR TEAM
OUR OBJECTIVES
OUR ENVIRONMENT
OUR ACHIEVEMENTS
(Unit : Million Baht)
Year
Year
(Unit : Million Baht)
500Financial Performance
1,000100
2004 2005
2003
2004 2005
2003
Revenue from the rendering of services
716.5
182.5 172.1 123.9
41.741.2
30.1
447.1 639.1
Gross Margin
Net Profit
500Financial Status
1,000100
2004 20032005
Total Assets429.2
144.9 126.0113.2
284.4244.0
121.9
370.0235.2
Total Liabilities
Total Shareholders' Equity
Liquidity Ratio 2.39 2.39 1.57
Debt to Equity Ratio 0.51 0.52 0.93
Gross Profit Margin 25.47% 26.94% 27.72%
Operating Profit Margin 8.03% 10.01% 10.75%
Net Profit Margin 5.82% 6.44% 6.74%
Return on Assets 10.44% 13.61% 14.27%
Return on Equity 15.79% 22.50% 28.39%
Earning per Share (Baht) 0.36 0.39 0.89
Book Value per Share (Baht) 2.48 2.38 3.61
Financial Ratios
1Public Company Limited(Thailand)
FinancialHighlights
Public Company Limited(Thailand) 2 3Public Company Limited
(Thailand)
For the fiscal year just ended we recorded total revenue of Baht 720 million and net profit after taxes of Baht 41.7 million representing a growth of 12.2% and 1.3% respectively over the previous year. The sharp and sudden increase in oil prices leading to an oil crisis and the avian flu impacted the overall economy and resulted in a slight downturn in the economic growth than what we had anticipated. For us, the increased revenue reflects our success in market expansion into the new businesses that were previously targeted. These are the banking and finance, insurance and food sectors. Our net income did not match the increased turnover due to rising costs resulted from high oil prices and personnel expenses. We have implemented an ongoing human resource development program to increase our competitiveness and to ultimately build profits to the operation.
For 2006, we are planning to expand our customer base to cover more of the energy, food and beverage sectors. Focus will also be on the government sector, which appears to emphasize event marketing activities. Another significant area is the museum and visitor center business where significant growth is expected. Further, we will be seeking joint ventures with synergistic business partners to forge a mutually beneficial alliance. Our focus will remain on the automotive and telecommunication industry where we have an extensive experience and intimate understanding of the business. These sectors are expected to continue to grow considerably especially with the recent relocation of the pickup vehicles production to Thailand by Toyota, Isuzu and Mitsubishi. Lastly, I would like to thank our shareholders, investors and staff for their trust and support during the past year and I look forward to meeting the new challenges with you in the coming year.
Mr. Pised ChungyampinChief Executive Officer
Mr. Chia Song HengChairman of the Board
of Directors
Message from the Chairman and the Chief Executive Officer
Pico (Thailand) Public Co., Ltd. is a joint venture between Thai shareholders led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. of Singapore which is a subsidiary of Pico Far East Holding Limited. Pico Far East Holding Limited is a Hong Kong listed company engaged in the trade exhibition business with 26 branch network worldwide. Pico (Thailand) is a leader in the turnkey event and exhibition management. The process begins with the creation of a conceptual design in line with the clientûs marketing plan and realizing this design into actual presentation such as a merchandise exhibition, product launch, multimedia and museum display. To enhance the service del ivery capabi l i ty, Pico invested in 3 subsidiar ies that are interconnected with its own operation. PX System Co., Ltd. offers a logistic support in acquiring assets to be employed in an event marketing presentation e.g. rental and installation of booths to be used in an exhibition. Artcom Graphic Co., Ltd. offers a graphic design for interior and exterior decoration. Multi Designs Co., Ltd. specializes in the latest design and innovation in the interior design and decoration. Inkjet Images (Thailand) Co., Ltd. is involved in the printing of graphic designsfor billboards and other signage. The services of these specialized subsidiaries give Pico (Thailand) an edge in meeting the clientûs demand timely and competitively. To maintain its concept of service excellence, Pico is committed to a periodic self-review using internationally accepted standards. It is the event marketing industryûs first recipient of the ISO 9001:2000 from ISO-Energy & Environmental Accredited Quality Assessment (EAQA).
ABOUT U
S
Public Company Limited(Thailand) 4 5Public Company Limited
(Thailand)
General Information
Name : Pico (Thailand) Public Company LimitedCorporate Registration : 40854600030
Address : 39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56)
Sukhumvit Road, Bangna District, Bangkok 10260
Telephone : 0-2748-7007
Facsimile : 0-2748-7591
Website : www.picothai.com
Registered Capital : 115,000,000 Baht
Paid up Capital : 114,999,980 Baht
Par value : 1 Baht
The audit committee duly performed the assignment delegated to it by the Board of Directorsof Pico (Thailand) Public Co., Ltd. This covers all the duties as outlined in the rules governing the scope of work of the committee including specifically the adherence to good governance and observation of the highest ethics in the conduct of business. Our summary of work done is as follows: 1) 1) Supervision to ensure that good corporate governance practice is adopted.Supervision to ensure that good corporate governance practice is adopted. This was done according to the principles of good governance. 2) Supervision and review of the quarterly and annual financial statements in 2005 for the2) Supervision and review of the quarterly and annual financial statements in 2005 for the company and the consolidated statements.company and the consolidated statements. The preparation of the above reports and statements were done in accordance with theGenerally Accepted Accounting Principles and the announcements of the Securities Exchange Commission and the Stock Exchange of Thailand with adequate, accurate and timely disclosure of financial information. 3) 3) Intercompany transactionsIntercompany transactions The transactions in this category, which may be interpreted as conflicts of interest, were carefully reviewed and found to be consistent with normal trade transactions which is the policy observed by the company. 4) Internal audit process4) Internal audit process An internal auditor was appointed in 2005. This was to assist the audit committee, management and the Board of directors to accurately and timely review the companyûs performanceleading to sound financial reports, effective performance review and business direction adjustment if necessary. The internal auditor reports directly to the audit committee. 5) 5) Supervision of risks management.Supervision of risks management. Management was cognizant of risks associated with its operation and its management of these risks are deemed sound and satisfactory. A quarterly review on risks and the potential adverse effects on the company performance were routinely carried out with recommendations addressing the specific risk issues duly made. No risk areas that may adversely affect operation were found. 6) 6) Internal control evaluation.Internal control evaluation. The internal control procedures were modified to permit rapid adjustments to the requirements of the changing market without compromising control. The internal audit report is consistent with the external auditorûs opinion stated in the quarterly and annual report that no material problems or deficiencies were found. Management has implemented ongoing problem recognition and a responsive and objective resolution process to ensure of a smooth and effective overall performance.
of the Audit CommitteeReport
Chairman of the Audit Committee Pico (Thailand) Public Co., Ltd.
On behalf of the Audit Committee
(Dr. Chaiyod Bunyagidj)
Los Angeles
Chicago
AtlantaLondon
Paris
Cairo
Bahrain
Colombo
New DelhiChengdu
Chongqing
Macao
GuangzhouShenzhen Shanghai
BeijingSeoul
TokyoQingdaoDongguan
Taipei
Hong KongBangkok
Hanoi
Ho ChiMinh City
Kuala Lumpur
Singapore
Melbourne
QatarDubai
Public Company Limited(Thailand) 6 7Public Company Limited
(Thailand)
AtlantaPico Atlanta 5361 Royal Woods ParkwayTucker, GA 30084, USATel 1 - 770 - 414 1114Fax 1 - 770 - 414 [email protected] Person: Mr. Evarts English
BahrainPico International (Bahrain) W.L.L.No 1 Manama Centre Government Avenue, Manama Town 316 Kingdom of BahrainTel 973 - 17 - 218898Fax 973 - 17 - [email protected] Person Mr. Miswadi B S
BangkokPico (Thailand) PublicCompany Limited39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Rd., BangnaBangna, Bangkok 10260, ThailandTel 66 - 2 - 748 7007 Fax 66 - 2 - 748 [email protected] Person: Mr. Pised Chungyampin
BeijingBeijing Pico Exhibition Services Co., Ltd.Pico Centre, 8 Li Shui Qiao Bei, Chaoyang District, Beijing 102218 ChinaTel 86 - 10 - 8482 3991Fax 86 - 10 - 6491 [email protected] Person: Mr. Victor Leung
CairoPico International (Egypt) Ltd.18, Al Lowaa Mahmoud Samy Street, 3/F. Nasr City, Cairo, EgyptP.O. Box: 11671, EgyptTel 20 - 2 - 6717804Fax 20 - 2 - [email protected] Person: Mr. Taha Youssef
Chicago Pico Chicago1881 Circuit Drive, Round Lake Beach IL60073, USATel 1 - 847 - 740 - 0846Fax 1 - 847 - 740 - [email protected] Person: Mr. Tack Roberts
Chongqing Chongqing Pico Exhibition Services Co., Ltd.1703-4, Tower A Times Square Apartment No. 3 Young Road, Yuzhong District Chongqing 400010, ChinaTel 86 - 23 - 6371 0990Fax 86 - 23 - 6371 [email protected] Representative Office:1605 City Beat, No.16 Daye Road Jinjiang District, Chengdu 610016, China Tel 86 - 28 - 86722039, 86722049Fax 86 - 28 - [email protected] Person: Ms. Allen Li
ColomboIntertrade Lanka Management (Pvt) Ltd. Sri Lanka Exhibition and Convention Centre, 12 D.R. Wijewardena Mawatha Colombo 10, Sri LankaTel 94 - 11 - 2343239-41/2342903-5 Fax 94 - 11 - [email protected] www.slecc.comContact Person: Ms. Shanti Outschoorn
Doha Pico International (Qatar) W.L.L.No. 88 ASCO Compound, C-Ring Road New Salata, P.O. Box 24403, DohaState of QatarTel 974 4677988Fax 974 [email protected] Person: Mr. Y C Leong
DongguanDongguan Pico Exhibition Services Co., Ltd.Reservoir Ind District 1 RoadGuan Jing Tou, Dongguan 523705, ChinaTel 86 - 769 - 777 4471Fax 86 - 769 - 777 [email protected] Person: Mr. Ang Swee Meng
DubaiPico International (Dubai) L.L.C.Office No. 520, Building 8, 5th Floor Dubai Media City, P.O. Box 37679Dubai, United Arab EmiratesTel 971 - 4 - 339 3188Fax 971 - 4 - 339 [email protected] Person: Mr. Peter Sng
GuangzhouGuangzhou Pico Exhibition Services Co., Ltd.Room 701-2, Dongshan Plaza 69 Xian Lie Road Central Guangzhou 510095, ChinaTel 86 - 20 - 8732 2990Fax 86 - 20 - 8732 [email protected] Person: Mr. Henry Lee
Hanoi Theme Concept (Vietnam) Ltd.205 Giang Vo, Dong Da., Unit 10-01 Viet Au Building, Hanoi, VietnamTel 84 - 4 - 5146477Fax 84 - 4 - [email protected] Person: Mr. Vincent Hu
Ho Chi Minh CityHIECC Management Co., Ltd. Ho Chi Minh International Exhibition & Convention Centre, 2nd Level 446 Hoang Van Thu Str., Tan Binh DistrictHo Chi Minh City S.R. VietnamTel 84 - 8 - 8451088/8450454Fax 84 - 8 - [email protected] www.hiecc.comContact Person: Mr. Low Wan Thiam
Hong KongPico International (HK) LimitedPico House, 4 Dai Fu Street Tai Po Industrial Estate, N.T. Hong Kong SARTel 852 - 2665 0990Fax 852 - 2664 [email protected] Person: Mr. Steven Fang/Ms. Anne Li
Kuala LumpurPico International (M) Sdn. Bhd.Wisma Pico, 19-20 Jalan Tembaga SD5/2, Bandar Sri Damansara52200 Kuala Lumpur, MalaysiaTel 60 - 3 - 6275 5990Fax 60 - 3 - 6275 [email protected] Person: Mr. Peter Teh
LondonPico Exhibition (UK) Ltd.1 Victoria Villas, Richmond, SurreyTW9 2JX United KingdomTel +44 (0)20 8948 6211Fax +44 (0)20 8948 [email protected] Person: Mr. Daren Chia
Los Angeles Pico Art Exhibit Inc20910 Normandie Ave., Unit #DTorrance, CA 90502, USATel 1 - 310 - 328 6990Fax 1 - 310 - 328 [email protected] Person: Mr. Jolly Chang
MacaoPico International (Macao) LtdAv. Da Amizade, No. 918 World Trade Centre, 7/F, Flat B, MacaoTel 853 - 727 990Fax 853 - 727 [email protected] Person: Ms. Lita Ley
MelbournePico Australia Pty Ltd.Level 2, 19-23 Prospect StreetBox Hill VIC 3128, AustraliaTel 61 - 3 - 98973500Fax 61 - 3 - 98973700 [email protected] Person: Mr. Anthony Tan
New Delhi Pico International Exhibition Pvt. Ltd.Pico Bhawan, A-27/15 Khanpur Extension, New Delhi 110062 IndiaTel 91 - 11 -2609 7063/64Fax 91 - 11 - 2609 [email protected] [email protected] Person: Mr. Edwin Ng
ParisPico Paris succ de Pico Exhibition (UK) Ltd.14/30 rue de Mantes 92700 Colombes, France Tel 33 1 464 98000Fax 33 1 568 [email protected] Person: Mr. Marc Tronson
Qingdao Qingdao PICO Exhibition Services Co., Ltd.13/F Century Mansion39 Donghaixi Road Qingdao 266071, China Tel 86 - 532 - 8579 6111Fax 86 - 532 - 8579 [email protected] Person: Mr. Nelson Ge
SeoulPico North Asia Ltd.4F Sang Won Building 165-11, Samsung-dong Kangnam-ku, Seoul 135-090Korea Tel 82 - 2 - 5583240Fax 82 - 2 - [email protected] Person: Mr. Jason Bae
Shanghai Shanghai Pico Exhibition Services Co., Ltd.Pico Building, 118 Chen An RoadHu Yi Highway, Malu Town Jiading District, Shanghai 201801, ChinaTel 86 - 21 - 5910 0990Fax 86 - 21 - 5910 [email protected] Person: Mr. Richard Ng
ShenzhenShenzhen Pico Exhibition Services Co., Ltd.Room 1309 - 1310 Building A, United Plaza 5022 Binhe Road, Futian Centre District Shenzhen 518033, ChinaTel 86 - 755 - 8290 0540Fax 86 - 755 - 8295 [email protected] Person: Ms. Rita Lui
Singapore Pico Art International Pte Ltd.Pico Creative Centre, 20 Kallang Avenue Singapore 339411Tel 65 - 6294 0100Fax 65 - 6291 [email protected] Person: Ms. Jean Chia
TaipeiPico International Taiwan Ltd.3/F, No. 343, Nanking East Road Section 5, Taipei, TaiwanTel 886 - 2 - 2753 5990Fax 886 - 2 - 2766 [email protected] Person: Ms. Florence Tan
TokyoPico International Ltd.Tokuda Building 4F 7-3 Nihonbashi Kabutocho, Chuo-ku Tokyo 103-0026, Japan Tel 81 - 3 - 38080891Fax 81 - 3 - [email protected] Person: Mr. Tsunemichi Yui
Principal Offices
Network of Pico Group and Other Information
1. Network of Pico Group
Paris
Bangkok
Shanghai Chicago
Albert Smith China Co., Ltd. Shanghai Head OfficeAlbert Smith Bldg, 36 Cao Lian RoadLian Xi Cun, Huangdu Town Jiading District, Shanghai 201804, ChinaTel 86 - 21 - 6959 6990Fax 86 - 21 - 6959 0611/6959 [email protected] Person: Mr. Danny Ku Beijing Rep Office:Tel 86 - 10 - 8484 8880Fax 86 - 10 - 8484 7780Shenzhen Rep Office:Tel 86 - 755 - 8290 0516Fax 86 - 755 - 8295 1282
Chongqing International Convention and Exhibition CenterChongqing Nanping Convention And Exhibition Center Management Co. Ltd.2 Jiang Nan Avenue, Nan An DistrictChongqing 400060, China Tel 86 - 23 - 6260 9001/6260 9000Fax 86 - 23 - 6260 [email protected]@picoworld.comContact Person: Mr. Louis Cheng
VTI Hong Kong11/F, Pico Tower, 66 Gloucester RoadWanchai, Hong Kong SARTel 852 - 9182 2522Fax 852 - 3102 [email protected] Person: Mr.Terence Chiu
World Events Organisation Pte Limited 2nd Floor, Pico Creative Centre20 Kallang Aveneue, Singapore 339411Tel 65 - 6393 0206Fax 65 - 6392 [email protected] Person: Mr. Andrew Lee
BizArt Asia Ltd11/F, Pico Tower, 66 Gloucester Road Wanchai, Hong Kong SARTel 852 - 2804 0888Fax 852 - 2529 [email protected] Person: Mr. Peter Jung
Meeting Planners International Pte Ltd20 Kallang Avenue, 2nd Floor Pico Creative CentreSingapore 339411Tel 65 - 6297 2822 Fax 65 - 6296 [email protected] Person: Ms. Sylvia Phua
GMC Worldwide Limited Pico House 4 Dai Fu Street Tai Po Industrial Estate NT HONG KONG SARTel 852 - 2660 4506Fax 852 - 2664 [email protected] Person: Ms. Sharon Soh
Beijing Pico Exhibition Services Co., Ltd.Pico Centre, 8 Li Shui Qiao BeiChaoyang District 102218, BeijingTel 86 - 10 - 8481 5260Fax 86 - 10 - 8484 7780 [email protected] Person: Ms. Esther Ho
BEIJING OFFICE: Pico Center, 8 , Li Shui Qiao Bei Chaoyang District, Beijing 102218, China Tel 86 - 10 - 8484 7975 ext 1002 Fax 86 - 10 - 8484 7957 [email protected] Contact Person: Mr. Kirin Li
Meeting Planners International (HK) Limited 23/F, Pico Tower, 66 Gloucestor Road Wanchai, Hong Kong SARTel 852 - 2509 3430Fax 852 - 2509 [email protected] Person: Ms. Anita Cheng
Pico Projects Ltd.Pico House, 4 Dai Fu StreetTai Po Industrial Estate, N.T.Hong Kong SARTel 852 - 2689 5100Fax 852 - 2665 [email protected] Person: Mr. E K Cheng
GUANGZHOU OFFICE: Rm 701A Dongshan Plaza 69 Xianlie Road Central Guangzhou 510095, China Tel 86 - 20 - 8732 2990Fax 86 - 20 - 3758 8731/3758 [email protected] Contact Person: Ms. Carol Lin
Pico Sourcing Services Co. Ltd.Room 701-2, Dongshan Plaza 69 Xian Lie Road CentralGuangzhou 510095, ChinaTel 86 - 20 - 8732 2990Fax 86 - 20 - 8732 [email protected] Person: Mr. Henry Lee
HONG KONG OFFICE: Pico House, 4 Dai Fu StreetTai Po Industrial EstateNew Territories, Hong KongTel 852 - 2665 0990Fax 852 - 2664 [email protected] Person: Mr. Cheung Kwok Wing
Shanghai Pico Media Service Co., Ltd.Room 502, Bus Building 525 Jianguo Road East Shanghai 200025, ChinaTel 86 - 21 - 6385 8613Fax 86 - 21 - 6387 [email protected] Person: Mr. Alec Chau
SHANGHAI OFFICE:No. 3, 28 Lane Yulu Road Jing Xin Industrial ParkMalu Town, Jiading DistrictShanghai 201801, ChinaTel 86 - 21 - 6915 5880/6915 3403/6915 6411/6915 5874Fax 86 - 21 - 6915 [email protected] Person: Mr. Alloysius Teng
Shanghai World Expo Bizarts China Co., Ltd.Flat F, 11/F, Block 2, Jin Ming Building8 Zun Yi Road South, Shanghai 200336, ChinaTel 86 - 21 - 6219 9990Fax 86 - 21 - 6295 [email protected] Person: Mr. Richard Ng
AnkaraOmni International Yesityurt Sokok No 3/6 06690 - KavaklidereAnkara, TurkeyTel 90 - 312 - 4677054/4679129Fax 90 - 312 - 4677036Contact Person: Mr. Feyzan ErelPico Contact: Mr. Ngew Thye On
HelsinkiFairmatura Ky Huopalahdentie 16 B 32FIN-00330 Helsinki, FinlandTel 358 - 9 - 4584544Fax 358 - 9 - [email protected] Person: Ms. Maarit KaasinenPico Contact: Mr. Daren Chia
KingstonUnilink98 Kenwoods Circle, Kingston, ONK7K 6Y2, CanadaTel 613 549 0404Fax 613 549 [email protected] Person: Derek V. ComplinPico Contact: Ms. Florence Tan
MadridBrifer Services S.L. Arturo Soria, 32028033 Madrid, SpainTel 34 - 91 - 7672767Fax 34 - 91 - [email protected] Person: Ms. Brita SeligmannPico Contact: Mr. Daren Chia
MilanoSeint Sri (Int'l Exhibition Services)Centro Direzionale MilanofioriPalazzo F1, 20090 Assago (Milano)ItalyTel 39 - 02 - 8253326/8254110Fax 39 - 02 - [email protected] Person: Ms. Franca VegliaPico Contact: Mr. Daren Chia
StockholmFallco Expo AB Blomstervagen 7SE-645 40 Strangnas, SwedenTel 46 - 152 - 22480Fax 46 - 152 - [email protected] Person: Mr. Christer FallsPico Contact: Mr. Richard Ng
AthensXenophon Stefanidis Consulting Architect 10 Nirvana StreetGR 15451 Athens, GreeceTel 30210 - 6717222Fax 30210 - [email protected] Person: Xenophon StefanidisPico Contact: Mr. Ng Meng Chuen
Other Operating Companies
Inter-Expo Exhibition Services Ltd.
AgentsMeeting Planners
Public Company Limited(Thailand) 8 9Public Company Limited
(Thailand)
Awards the company has received are as follows:
2. Awards and Recognition
Name of Award Presented by Year
Best Project Award (Event & Promotions) The Pico Group 2004
Best Project Award (Permanent Exhibits) The Pico Group 2004
Best Office Award The Pico Group 2003
Most Outstanding Account Servicing Manager Award The Pico Group 2003
Best Project Award (Exhibition) The Pico Group 2002
Best Office Award The Pico Group 2002
Best Manager Award The Pico Group 2002
Excellent Performance Under The Standard of ISO 9002 Grand Prix Organizer 2002
The Best Constructor (The 22nd Bangkok International Motor Show) Grand Prix Organizer 2001
Cleaner Technology Promotion Facility (Certificate) Thailand Environment Institute (TEI) 2001
Best Project Award (Museum Exhibits) The Pico Group 1998
Project Assigned by Year
Designer of temporary structure (tent) with equipment and Grand Prix International Group 2003
air-conditioning system in place
Constructor of exhibition center for products and tourism, The Tourism Authority of Thailand 2003
the Golden Triangle, Chiangrai Province (Lighting arrangement)
Contractor to oversee decoration of King Prajadhipok Museum King Prajadhipok Institute 2003
Bangkok International Motor Show 2002 Ford Sales and Service (Thailand) Co., Ltd. 2002
Nokia 5210 Launch Nokia (Thailand) Ltd. 2001
Selected as Standard Constructor for the 19th Inter-Media Consultant Co., Ltd. 2001
Thailand International Motor Expo
Bangkok International Motor Show, 2001 Ford Sales and Service (Thailand) Co., Ltd.
2001
The Motor Expo, 2001
Exhibitor of world class event (Expo 2000 Hannover) Ministry of Science, 2001
Technology and Environment
The 22nd International Bangkok Motor Show Grand Prix International Group 2000
Contractor of exhibition and part of the Children Museum Bangkok
(Science/nature and environment/exhibition honoring Plan Publishing Co., Ltd. 2000
His Majesty the Queen)
Organizer of mobile exhibition entitled "Astrology and Mankind" Department of Informal Education 2000
Installer of tent and decorator of pavilion during the Asian Games Thai Airways International PLC 1999
at Thammasat Rangsit Sport facilities
Installer of temporary structure (tent) with air-conditioning and
lighting systems at the Thammasat Rangsit Sport facilities Ministry of Finance 1999
for the 13th Asian Games.
Exhibition organizer at the Thai pavilion during Ministry of University Affairs 1999
the World Agriculture and Industry Fair
The 12th CEPSI Exhibition Bangkok Rai 1999
The International Bangkok Motor Show Mercedes-Benz (Thailand) Ltd. 1999
Public Company Limited(Thailand) 10 11Public Company Limited
(Thailand)
BUSINESS MODEL
ArtcomPrinting & Technology Management
Our Business
Face to Face Marketing
Event Marketing
Museum
Others
TradeshowsB2B
Consumer ShowsB2C
Sponsorships (Sports/Ent.)
Road Shows
Convention Seminars
Public Event G2C
BUSINESS OVERVIEW
PicoProject Management
PXEvent Asset Management
Multi DesignsCreative Design
Talent Management
2. Overview of Pico and related group companies The principal business is in the face to face marketing such as exhibition, event marketing and
museum through the planning of a communication package to reach the clientûs target customers.
The service package is planned in close consultation with the client and his marketing objectives.
With the subsidiaries in related services, a more effective and integrated service and management
can be delivered. The services are: trade exhibition, product launch, interior decoration, multimedia
and museum exhibition.
Company Business
PX System Co., Ltd. Acquisition of facilities for event marketing
e.g. booth rental in an exhibition
Artcom Graphic Co., Ltd. Graphic design for interior and exterior
e.g. billboards.
Multi Designs Co., Ltd. New creative innovation in exhibition business
*Inkjet Images (Thailand) Co., Ltd. Printing of graphic design e.g. billboards
Pico (Thailand ) Company Limited (Public) was incorporated in 1981 when Pico Far East Holding
Limited (Pico Far East), a Hong Kong listed company and well known in trade exhibition with 26
offices worldwide, joined forces with Thai investors led by Mr. Pised Chungyampin. Pico Thai Exhibition
Contractor Co., Ltd. was incorporated with Pico Art International Pte., Ltd., Singapore (çPico Arté)
as a partner.
With the expansion of business, an organizational change involving investment and shareholding
to accommodate future growth was made resulting in the incorporation of Pico International
Enterprise (Thailand) Co., Ltd. with a capital of Baht 15 million with Pico Art as the nominee for Pico
Far East holding 49% and Thai shareholders 51%.
Growth and Development Trade show was the primary area of the marketing communication business. Over the years,
new services were initiated to accommodate the changing market environment and customer
demand. Additional subsidiaries were formed to provide a more effective product offering and
service delivery. These subsidiaries are:
Px System Co., Ltd. (PX)
Atrcom Graphic Co., Ltd. (Artcom)
Multi Designs Co., Ltd. (Multi Designs)
A associate company was also created;
Inkjet Images (Thailand) Co., Ltd. (Inkjet)
Subsequently the name was changed to Pico (Thailand) Co., Ltd. and transformed to become
Pico (Thailand) Public Co., Ltd. under the Public Company Act of B.E. 2535 on 16th September
2003. Capital was also increased to Baht 65 million and Baht 115 million on 16th September 2003
and 25th February 2005 respectively.
Business Operation
1. Background/Growth and DevelopmentBackground
OUR B
USIN
ESS
Public Company Limited(Thailand) 12 13Public Company Limited
(Thailand)
Business SegmentsThere are 3 distinct business segments of Pico:
1. Event marketing
2. Museum and permanent exhibition
3. Others
Details of product/service offerings The company offers an extensive product and service range depending on each clientûs requirement:
1. Turnkey event and exhibition management. This service begins with conceptualization, design,
production and installation of the package for a specific product. This service is available
for all business segments.
2. Production and installation in accordance with design of client. This can be executed, in part
or in full, depending on clientûs desire.
3. Service contract for the assembly/installation of interior decoration with materials provided by client.
Past work/services performed1. Event Marketing Merchandise exhibition management for various products
Automobile exhibition booths in the Motor Expo and the Bangkok International Motor show for
clients such as Grand Prix International Group, Mercedes-Benz, Chevrolet, Toyota, Land Rover etc.
ICT Expo 2004-2005
Retail Finance Asia Pacific
XV International Aids Conference
Asian Sport Summit & EXPO
Thailand Science & Technology 2003, 2005
Product promotion activities
Event marketing: Road shows for various automobile brands e.g. Chevrolet, Mercedes-Benz, Ford
and Jeep. Others: Nokia and AIS.
Product launch: Chevrolet Colorado launch, Chevy OK Day, Chevy Homecoming Day.
Road shows for Thailand Elite Card for Tourism Authority of Thailand in Taiwan and Korea.
120 years anniversary for Electricity Generating Authority of Thailand, Bicentennial
anniversary of the King Mongkutûs Institute of Technology, Ladkrabang.
Annual meeting of National Science and Technology Development Agency (NSTDA)
Transform Thailand Exhibition
Product launch: Grand Opening Ceremony for General Motor (Thailand) assembly
center and first Zafira drive off assembly line in Rayong 2000 CP Orange launch,
Bang Sai, Phra Nakhon Si Ayutthaya 2002.
Festival/Gala: Nokia Big Bang Festival at Siam Square 2001. Fendi Party Night at
The Species, Bangkok and Thailand 2000.
Seminars: IBM Japan convention 2000 at the Shangrila Bangkok.
Design and construction of Subaru pavilion in the 22nd Thailand International Motor expo 2005.
Pavilion construction for Heineken, Tiger Beer and Cheers Beer in the çBest of Nonthaburié
festival 2005.
çThai Metalexé 2005 of Siam-Fuchs Lubricants Company Limited
Design, construction and decoration display in the çOTOPé Premium and çKitchen to the
World 2005é, at the exhibition hall of the Department of External Trade Promotion,
Ratchadaphisek Road.
Asean Energy Business Forum 2004 held at World Trade Center, Metro Manila, Philippines
under contract from PTT Public Company Limited
2. Permanent and Museum Exhibition
Museum
Renovation and interior decoration Arts and Culture Hall for the eastern region, phase II
Burapha University, Chon Buri.
BLCP Visitor Center of the BLCP Power Plant in the Mab Ta Phut industrial estate, Rayong.
Design and decoration for a display center for Isan folk knowledge for the çSUPPORTé
foundation under H.M. the Queenûs patronage, Ubon Ratchathani for Office of Small
and Medium Enterprises Promotion.
Public Company Limited(Thailand) 14 15Public Company Limited
(Thailand)
3. Others Rental of large air-conditioned tents from 1,000 sq.m. to 20,000 sq.m. This serves to provide
additional temporary space to exhibition organizers or large projects requiring significant
covered space.
Graphic design for signage and banner projects used in advertising and/or public
relation work.
Furnishings complementing the merchandise display to enhance sale such as display
cabinets. These are eye catching units placed in the exhibition booth to increase sale in
accordance with the clientûs marketing plan
Interior design of offices. Logo design based on clientûs business concept and
philosophy.
Recent commissionings and installations
Erection of large tents at the Bangkok International Motors Show 2001-2005 at BITEC.
Erection of large tents for the Worldûs AIDS conference 2004.
Interior decoration of Siemens Retail Shop
Various design of logos for financial institution clients e.g. United Securities Public Co., Ltd.
Lighted boxes and installation at designated spots for çFirst Choiceé.
Provide various models and graphic work
Erection of tented traveling road shows for Chevrolet nationwide.
Interior design for retail banking of Land and Houses Retail Bank Public Co., Ltd.
Design and decoration of the sports museum for the Sport Authority of Thailand.
Design for 5 storey building behind the King Prajadhipok museum of the King Prajadhipok
Institute at Lan Luang.
District museum for 4 districts of Bangkok depicting life in the community of Samphan-
thawong, Bang Rak, Bangkok Noi, Bang Khun Thian.
Historical archive of the Bangkok Universityûs Surat Osathanugraha library. Rangsit campus.
Design and installation of Electricity and the Thai energy display for the National
Science Museum Organization.
Project for the development of a historical park and museum to commemorate
the heroism of 2484.
ç8 December 1941 Memorial Museum Wing 53 Historical Parké, for Air Command 4,
Ao Manao, Prachuap Khiri Khan.
Ramkhamhaeng Museum (Sukhothai) for the Department of Fine Arts.
Buddhism Museum, Phutthamonthon for the National Buddhism Office.
King Prajadhipok Museum with display depicting life and activities history of King Rama 7
at the King Prajadhipok Institute, Lan Luang.
Design and installation of display materials for Hall of Opium of the Tourism Authority of
Thailand (TAT) phase 2, Chiang Rai. Design and installation of inside display for H.M. the Princess Motherûs archive for the Mae Fah Luang foundation and the TAT. Improvements to the museum archive of Prince Paribatra, Suan Pakkad palace for the Chumbhot-Pantip Foundation, Bangkok
The Three Kingdom Project, Chon Buri. Mobile display, çAstronomy and the Peopleé of the Science Center for Education, Ekamai for the Non Formal Education Department of the Ministry of Education. Design and construction in the exhibition hall of the Securities Exchange of Thailand main building. Design and construction of the Family Planning Museum for the Ministry Public of Health. Internal display of the Childrenûs Museum for Bangkok Metropolitan Administration, The science, nature and the King sections.
The prevention and action against narcotics display for the Office of the Narcotics Control Board. Semi permanent exhibition Design and decoration of the Asean Handicrafts archive of the SUPPORT international division, Bang Sai. Internal display for visitors at Khao Yai National Park, Sarika and Nang Rong waterfalls for the Parks and Wildlife Department. King Rama 9 display hall with çmagic visioné display board in the compound of Armed Forces Preparatory School, Nakhon Nayok.
Museum of the lignite mining in honor of King Rama 7 at Mae Mo Mine, Lampang.
çNatural Disastersé display for the Science Education Office.
çTimeé display for the Science Center for Education.
çMan and his Environmenté and çLife and the starsé for the Science Center for Education.
Museum at the undersea park Chulabhorn 36, Phang-nga Province.
Museum for the Sino Thai relationship under the auspices of H.M. the King for Hua Chiew
University. çRoads to Natureé display for the Science Museum Office of the Ministry of
Science, Technology and Environment.
çAstronomy and Spaceé at the Science Park at Wa Ko, Prachuap Khiri Khan for the
Ministry of Education.
Her Royal Highness Mother Memorial, SCB Park Plaza
çThe Father of Thai Sciencesé display at the Science Park, Wa Ko, Prachuap Khiri Khan
for the Ministry of Education.
Renovation and decoration for the library, club house, technical display, control, graphic and çmagic visioné at the Armed Forces Preparatory School. Historical display of the history of Maha That Chedi of the Doi Inthanon, Chiang Mai for the Royal Thai Air Force.
Public Company Limited(Thailand) 16 17Public Company Limited
(Thailand)
Mr. Chia Song HengChairman of the Board of Directors
Board of Directors
Age 53 Yrs
Work experience
2003-present Chairman of the Board of Directors and Vice Chairman
of Executive Committee - Pico (Thailand) Public Co., Ltd.
2001-present Director - Pico Far East Holding Pte Ltd.
Mr. Viriya PholpokeDirector Age 52 YrsWork experience
2 Sep. 2005-present Director and Advisor - Pico (Thailand) Public Co., Ltd.
2003-1 Sep. 2005 Audit Committee and Independent Director
Pico (Thailand) Public Co., Ltd.
Ms. Nitida ThamasoontraDirectorAge 44 Yrs
Work experience
2003-present Chief Financial Officer - Pico (Thailand) Public Co., Ltd.
1991-present Director - Pico (Thailand) Public Co., Ltd.
Ms. Sasitorn PhongsathornIndependent DirectorAge 48 YrsWork experience17 Nov. 2005-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd.19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd.1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd.2004-2005 President - United Securities Public Co., Ltd.2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd.
Mr. Pised ChungyampinVice Chairman of the Board of DirectorsAge 51 Yrs
Work experience
2003-present Vice Chairman and Chief Executive Officer
Pico (Thailand) Public Co., Ltd.
1992-2003 Director - Pico (Thailand) Public Co., Ltd.
2001-2003 President - Trade Exhibition Association (Thai) (TEA)
Mr. Silchai KiatpapanDirector Age 49 YrsWork experience
2003-present Chief Operating Officer - Pico (Thailand) Public Co., Ltd.
1992-present Director - Pico (Thailand) Public Co., Ltd.
Mr. Chong Mang YongDirectorAge 49 Yrs
Work experience
2003-present Director - Pico (Thailand) Public Co., Ltd.
2000-present Vice - President Finance, South Asia
Pico Art International Pte., Ltd.
1995-2000 Group Financial Officer
United Motor Works International Pte., Ltd.
Mr. Sern VithespongseIndependent DirectorAge 52 Yrs
Work experience
2003-present Audit Committee and Independent Director
Pico (Thailand) Public Co., Ltd.
1992-present Director - Palmer & Turner (Thailand) Co., Ltd.
Dr. Chaiyod BunyagidjIndependent DirectorAge 51 Yrs
Work experience
2003-present Chairman of the Audit Committee and Independent Director
Pico (Thailand) Public Co., Ltd.
1997-present Vice President - Thailand Environment Institute (TEI)
OUR TEA
M
of Pico (Thailand) Public Company Limitedas of October 31, 2005
Public Company Limited(Thailand) 18 19Public Company Limited
(Thailand)
1
3
2
4
The Audit Committee The Executive Committee
Dr. Chaiyod BunyagidjChairman of the Audit Committee Age 51 Yrs
Work experience
2003-present Chairman of the Audit Committee and Independent Director
Pico (Thailand) Public Co., Ltd.
1997-present Vice President - Thailand Environment Institute (TEI)
Mr. Sern VithespongseAudit Committee Age 52 Yrs
Work experience
2003-present Audit Committee and Independent Director
Pico (Thailand) Public Co., Ltd.
1992-present Director - Palmer & Turner (Thailand) Co., Ltd.
Ms. Sasitorn PhongsathornAudit CommitteeAge 48 YrsWork experience17 Nov. 2005-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd.19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd.1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd.2004-2005 President - United Securities Public Co., Ltd.2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd.
Mr. Pised ChungyampinChairman of the Executive Committee Age 51 Yrs
Work experience
2003-present Vice Chairman and Chief Executive Officer
Pico (Thailand) Public Co., Ltd.
1992-2003 Director - Pico (Thailand) Public Co., Ltd.
2001-2003 President - Trade Exhibition Association (Thai) (TEA)
Mr. Chia Song HengVice Chairman of the Executive CommitteeAge 53 Yrs
Work experience
2003-present Chairman of the Board of Directors and
Vice Chairman of the Executive Committee
Pico (Thailand) Public Co., Ltd.
2001-present Director - Pico Far East Holding Pte., Ltd.
Mr. Silchai KiatpapanChief Operating Officer Age 49 Yrs
Work experience
2003-present Chief Operating Officer
Pico (Thailand) Public Co., Ltd.
1992-present Director - Pico (Thailand) Public Co., Ltd.
Ms. Nitida ThamasoontraChief Financial Officer Age 44 Yrs
Work experience
2003-present Chief Financial Officer
Pico (Thailand) Public Co., Ltd.
1991-present Director - Pico (Thailand) Public Co., Ltd.
of Pico (Thailand) Public Company Limitedas of October 31, 2005
of Pico (Thailand) Public Company Limitedas of October 31, 2005
5
7
6
8
The Executive Committee
9
of Pico (Thailand) Public Company Limitedas of October 31, 2005
Public Company Limited(Thailand) 20 21Public Company Limited
(Thailand)
Mr. Chokechai VatcharanirunkulSenior Executive Vice PresidentEvent Marketing & Special ProjectAge 45 Yrs
Work experience
2001-present Senior Executive Vice President / Event Marketing & Special Project
Pico (Thailand) Public Co., Ltd.
1995-2000 General Manager/Event Marketing & Special Project
Pico International Enterprise (Thailand) Co., Ltd.
Ms. Supaporn SawangjittExecutive Vice PresidentEvent Marketing IAge 37 Yrs
Work experience
2004-present Executive Vice President / Event Marketing I
Pico (Thailand) Public Co., Ltd.
2000-2003 Assistant General Manager / Event Marketing
Pico International Enterprise (Thailand) Co., Ltd.
1995-2000 Project Manager / Event Marketing
Pico International Enterprise (Thailand) Co., Ltd.
Mr. Pornchai TangsunawanAssistant Vice President Strategic MarketingAge 38 Yrs
Work experience
2005-present Assistant Vice President / Strategic Marketing
Pico (Thailand) Public Co., Ltd.
2003-2004 Project Manager
The Shell Company of Thailand Limited & Mekong Cluster
1999-2003 Engineering Support Manager
The Shell Company of Thailand Limited & Mekong Cluster
Ms. Nareerat JiamwattanasukGeneral Affairs ManagerAge 49 Yrs
Work experience
1994-present General Affairs Manager
Pico (Thailand) Public Co., Ltd.
Ms. Amara BanditakonAccounting ManagerAge 45 Yrs
Work experience
2004-present Accounting Manager - Pico (Thailand) Public Co., Ltd.
1996-2004 Finance and Accounting Manager - Pico (Thailand) Public Co., Ltd.
22
Organizational and Management Structure1. Org
anizat
ion
Str
uctu
re as
of 31
Octob
er, 20
05
23
Organization Structure of DirectorsThere are 3 Boards within the organizational structure.
1.) The Board of DirectorsAs of 31st October, 2005 the companyûs Board consists of 9 directors namely
1. Mr. Chia Song Heng Chairman2. Mr. Pised Chungyampin Vice Chairman3. Mr. Silchai Kiatpapan Director4. Ms. Nitida Thamasoontra Director5. Mr. Chong Mang Yong Director6. Mr. Viriya Pholpoke Director7. Dr. Chaiyod Bunyagidj Independent Director and Chairman of the Audit Committee8. Mr. Sern Vithespongse Independent Director and Audit Committee member
*9. Ms. Sasitorn Phongsathorn Independent Director and Audit Committee member *Note : Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005
Directors authorized to sign and bind the company:Directors authorized to sign and bind the company are Mr. Pised Chungyampin together with
Mr. Chia Song Heng or Mr. Silchai Kiatpapan or Miss Nitida Thamasoontra or Mr. Chong Mang Yongconstituting 2 signatures with the companyûs seal affixed.
Scope of authority of the Board of Directors1.1 The Board of Directorûs functions
The Board of Directors shall act to ensure maximum benefits toward the conduct ofthe companyûs business by using its knowledge and experience to the fullest capability.It shall conduct its role according to the companyûs memorandum of association andbylaws with due care and discretion to protect the rights of and be responsible tothe shareholders.
1.2 Establishing the companyûs objectives, business direction and policyThe Board is charged with the setting of appropriate policy and business direction ofthe company except the policy or business direction which requires shareholdersû approval.
1.3 Appointment and Supervision of the Executive CommitteeThe Board is empowered to appoint a committee consisting of directors to act as anExecutive Committee to manage on its behalf. In this respect the Board of Directors at itsmeeting 1/2003 held on 29th August 2003 resolved to appoint an Executive Committeeand clearly established its scope, power and duties. The Board of Directors will beresponsible for the supervision to ensure that the Executive Committee effectively follows the approved policy.
24
1.4 Appointments and delegation of authority to other persons.
The Board of Directors may appoint any other person to conduct the companyûs business
under its supervision or it may delegate authority to the said person as it deems appropriate.
The time period of this delegation shall be set as the Board deems appropriate
and the Board may rescind, remove, alter or modify such delegation. Such appointment or
delegation shall fall under the following rules:
(1) Any appointment and authority delegation shall not be bestowed on person(s) with
a vested interest in or is in conflict with the company or its subsidiaries.
(2) Person(s) so appointed and delegated shall not be able to approve transactions that
involve themselves or persons that may be in conflict with, possessing vested interest
in or having any other potential conflict of interest against the company or its subsidiaries
(3) Appointment and delegation must be accompanied by a clear establishment
of scope of authority, duty, and responsibility and must be in accordance with the
resolution of the Board of Directors meeting attended by independent directors or
members of the audit committee. In the case that such delegation of power is
objected to by a member of the independent director or an audit committee
member such objection shall be clearly recorded in the minutes of the meeting.
2.) The Executive CommitteeAs of 31st October 2005 the company has 4 executive committee members.1. Mr. Pised Chungyampin Chairman of the Executive Committee2. Mr. Chia Song Heng Vice Chairman of the Executive Committee3. Mr. Silchai Kiatpapan Chief Operating Officer4. Ms. Nitida Thamasoontra Chief Financial Officer
Scope of duty and authority of the Executive Committee2.1 To propose for the Approval of the Board of Directors the followings:
Business objectives and direction.Business strategy and policy.Annual business plan and budget.Organizational structure and management profile including details on selection, training,recruitment and termination of employees.
2.2 Supervision and overseeing that the companyûs business operation follows the Boardûsapproved business strategy, policy and plan
2.3 Screening of business contractual obligations of the company, acquisition of assets orrights to be used to the benefit of the company. This includes the setting up ofnegotiating processes toward the closing of the said contracts.
2.4 Screening of fiduciary contracts, lending, borrowing and undertaking of guarantee bythe company.
2.5 Acting on contract amendment and termination in accordance with the ExecutiveCommitteeûs discretion.
2.6 To consider the profit and loss account of the company and the proposal of aninterim or annual dividend payment to the Board of Directors for approval.
2.7 To engage in any other action in order to support the above or as may be delegated
by the Board of Directors from time to time.
25
The foregoing duties and powers of the Executive Committee shall
be under the law and the companyûs bylaws. The Executive Committee
shall not have the authority to approve transaction that its members or
others may be in conflict with or possess a vested interest in or having
any conflict of interest against the company or its subsidiaries. Should
such a case arise the Executive Committee shall refer the case for
consideration by the Board of Directors.
Management:
9 executives comprise the senior management team:
1. Mr. Pised Chungyampin Chairman of Executive
Committee
2. Mr. Chia Song Heng Vice Chairman
3. Mr. Silchai Kiatpapan Chief Operating Officer
4. Ms. Nitida Thamasoontra Chief Financial Officer
5. Mr. Chokechai Vatcharanirunkul Senior Executive Vice President/
Event Marketing & Special Project
6. Ms. Supaporn Sawangjitt Executive Vice President/
Event Marketing I
7. Mr. Pornchai Tungsunawan Assistant Vice President/Strategic Marketing
8. Ms. Nareerat Jiamwattanasuk General Affairs Manager
9. Ms. Amara Banditakol Accounting Manager
3.) The Audit CommitteeIn fiscal 2005 there were 5 members of the audit committee.
1) Dr. Chaiyod Bunyagidj Chairman of the Audit Committee
2) Mr. Sern Vithespongse Audit Committee
3) Ms. Sasitorn Phongsathorn Audit Committee (Was appointed effective November
17, 2005)
4) Mr. Viriya Pholpoke Audit Committee (Resigned from audit committee
effective September 2, 2005)
5) Dr. Teerayout Wattanasupachoke Audit Committee (Was appointed effective September 2, 2005
and resigned from position effective October 31, 2005)
Ms. Nitida Thamasoontra serves as the secretary to this committee.
Scope of authority of the audit committee3.1 Review to ensure that the companyûs financial reports are correct and with adequate
disclosure. This is done through coordination with the external auditor and linemanagement tasked with the preparation of quarterly and annual financial reports.
3.2 Review to ensure that the company has an adequate and effective internal control andaudit process.
3.3 Review to ensure that the companyûs operation is in compliance with the lawsconcerning securities and the Security Exchange of Thailand (SET), the decrees of theSET or the laws pertinent to the companyûs business.
3.4 Selection of the companyûs auditor and set its remuneration to be proposed to thecompanyûs Board of Directors to be forwarded to the shareholders for appointment.
26
3.5 Release a complete and accurate disclosure of intercompany translations orother transactions that may be of conflict of interest in nature.
3.6 Preparation of the audit committeeûs report on its supervision of the companyûsoperation and to disclose this in the companyûs annual report under the signature ofthe committeeûs chairman.
3.7 Engage in any other functions as assigned by the Board of Directors.
2. Selection of Directors and Management ExecutiveThe selection of directors and management executives is not done through the selection
committee. This is done by the Board of Directors using the criteria as set forth in the code68 of the Public Company Act of 1992 and the relevant announcements of the SecuritiesExchange Commission (SEC) and The Stock Exchange of Thailand (SET). Additionally, consideration isgiven to the candidateûs experience, knowledge and ability before proposing to the shareholdersfor election as director.
As for executive management position the selection process by the Executive Committee usessimilar criteria and procedure for the selection process.
3. Directorsû Compensation(1) Monetary compensation
DirectorsMonetary compensation to directors in 2005 is in the form of meeting allowance, directorûs fee
and special bonus totalling Baht 3,988,871 as per the following details:
Name-Surname Position Total Compensation
(Baht/Year)
1. Mr. Chia Song Heng Chairman/Vice Chairman
of Executive Committee 135,000
2. Mr. Pised Chungyampin Vice Chairman/Chairman
of Executive Committee 135,000
3. Mr. Silchai Kiatpapan Chief Operating Officer/Director 135,000
4. Ms. Nitida Thamasoontra Chief Finance Officer/Director 135,000
5. Mr. Chong Mang Yong Director 135,000
*6. Ms. Phua Mui Hwa Director 93,871
7. Mr. Viriya Pholpoke Director 910,000
8. Dr. Chaiyod Bunyagidj Independent Director/Chairman of
the Audit Committee1,070,000
9. Mr. Sern Vithespongse Independent Director/Audit Committee 1,015,000
10. Ms. Sasitorn Phongsathorn Independent Director/Audit Committee 225,000
Total 3,988,871
*Note : 1. Dr. Teerayout Wattanasupachoke was appointed to replace Miss Phua Mui Hwa whoresigned. He became a member of the audit committee and independent directorreplacing Mr. Viriya Pholpoke who resigned effective 2 September 2005. Dr. TeerayoutWattanasupachoke resigned from his directorship effective 31 October 2005.
2. Ms. Sasitorn Phongsathorn appointed to the director, audit committee andindependent director replacing Dr. Teerayout Wattanasupachoke effective17 November 2005.
27
Management
In 2004 monetary compensation of Baht 26,659,488 was paid to 12 senior executives
in form of salary and bonuses. In 2005 this amount was Baht 27,229,091 paid to 9 senior executives
and 1 advisor.
(2) Other compensation.
-None-
4. Good Corporate GovernanceThe companyûs policy is for its member of the Board to comply with the regulations of listed
companies with respect to the duty and responsibility of directors. Subsequent to the companyûs
transformation to a public company, the Board of Directors and the Audit Committee together
established supervisory guidelines in overseeing the companyûs operation and to clearly define the
scope of authority of directors and management. This covers compliance to the law, memorandum
of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost
care to ensure maximum benefits to the company. The directors are also charged with establishing
the companyûs policy and business direction and to ensure that the set policy is followed by
management.
With regard to the 15 practices of good governance established by the SET we would like to
report as follows:
1) Supervisory Policy
The companyûs policy is to ensure a consistent, stable and steady growth and to instill
confidence in investors and all concerned. The Executive Committee is charged with this supervisory
function. It is to function with due care, responsibility, expertise and effectiveness to ensure maximum
benefits to shareholders. This must be conducted in a transparent manner and subject to audit with
adequate disclosure to all parties concerned. It must ensure avoidance of conflicts of interest and
ensure that equal and equitable treatment is available to shareholders and to all parties concerned.
2) Rights of shareholders
Equal rights are given to all shareholders. The company sends all meeting announcements with
related information to all shareholders 7 days prior to the meeting date. The minutes of all meetings
are completely and accurately recorded for examination by the shareholders. Additionally,
shareholders are afforded equal opportunity in their audit of and question on the companyûs
operation and are encouraged to offer opinions and suggestions during each meeting.
3) Rights of parties with vested interest
The company recognizes the importance of each group as follows:
Employees: Equal and non discriminate treatment is afforded to all employees including
just compensation.
Suppliers: Trade practice and agreed contracts are honored with all suppliers.
Clients: Customers receive quality care and service from the company. Clientûs
information is treated in the strictest confidence. A complaint section or a
person is in place to receive a customerûs complaints and to provide an
immediate remedy and resolution.
28
Competitors: The company values a healthy competitive environment and avoids
dishonest and destructive practices in its business competition.
Community: Pico recognizes its responsibility to the community and strictly
adheres to the laws and regulations pertaining to the rights of people in
the community. We have participated with General Motors (Thailand)
and Chevrolet Sales (Thailand) in the construction of libraries for rural
schools. Todate, 2 libraries have been delivered to elementary schools :
Ban Rongdu School in Phetchabun and Ban Pho Noi School in Trang, with
14 more to be delivered in 2006 onward.
4) Shareholdersû Meeting
The shareholders are informed of a meeting by a notice. In the notice the date, time, place
and the various agenda to be considered will be clearly stated. During the meeting shareholders will
be encouraged to question and propose opinions and suggestions. Additionally, members of the
audit committee will attend the meeting to respond to questions.
5) Leadership and Vision
The companyûs policy is to have the Board of directors participate in (or consent to) the setting
of vision, strategy, mission, objectives, business plan and budget of the company. This includes the
supervision to ensure that management effectively carries out business plan and budget to the
maximum economic benefits to the company and the shareholders. Besides, the companyûs policy
is to clearly define the role and responsibility between directors and management so that each
phase of operation is transparent and subject to audit.
6) Conflict of Interest
The companyûs policy on potential conflict of interest incidents is to render the case to the
Audit Committee for an opinion to rule whether the case is a normal business practice and that the
price is fair. This will be further referred to the Board for its deliberation. In this connection, laws
pertaining to securities and SET, announcements, orders or decrees of the SET will be consulted and
strictly adhered to. Parties with vested interest in will not be able to vote in the deliberation of such
transaction.
7) Business Ethics
The companyûs policy mandates that all of its employees, managers and directors perform their
functions with honesty, integrity, highest degree of ethics and moral responsibility to create a fair
business environment with a sound and upright business conduct.
8) Non management directors
The members of the Board of Directors are elected so that no person or group of persons has
the sole authority in decision making. This is to foster effective management and provide a check
and balance within the company.
Executive committee Board members 4
Non executive committee Board members 5
Independent directors 3
The company has 3 independent directors or 1 in 3 of the total number of the Board of
Directors which is deemed to be an adequate representation. The independent directorûs
attributes are:
29
1. Less than 5% shareholding of outstanding shares in the company, subsidiaries jointventures or persons with potential conflict of interest (Including persons defined in code258 of the Securities and Exchange Act 1992)
2. Has no part in management and is not an employee, staff, salaried advisor or hascontrol of the company, subsidiaries and joint ventures. Is not considered to be aperson with a conflict of interest and must not have been involved in such conflictsduring the past year.
3. Has no business relation, benefits, vested interest direct or indirect in both monetaryor management of the company, subsidiaries, joint ventures. Is not connected topersons who may potentially be in such conflicts that will impair independence.
4. Is not a close relative of the management, major shareholders of the company,subsidiaries, joint ventures or persons who are in conflict against the company. Is notappointed as a proxy to look after the interest of directors and major shareholders
9) Separation of function/authorityThe Board of Directors has appointed an Executive committee to perform the various
tasks. The Board of Directors is responsible to monitor to ensure that this delegation is effectivelyexecuted. In this connection the chairman of the Board of Director shall be a different person fromthe chairman of the Executive Committee, so that a balance is maintained. Additionally, 3 auditcommittee members consisting of 3 independent directors are appointed to oversee theimplementation of the business plan and to ensure that there is no domination by the Executivecommittee or any other group of persons.10) Director and Executive Compensation
Director Compensation: The policy on director compensation is clearly and transparently set outwith the compensation closely following the industry's norm.
Compensation of Executive Committee members: This compensation is related to the overallcompanyûs performance and individual performance of each committee member. At present, thecompany does not have a sub-committee to determine individual compensation. However, there isa process to review and determine compensation using comparative compensation at similar sizedcompanies within the same industry. The companyûs and individual performance are also factored inthis determination.
30
11) Board of Directors meeting.
A minimum of one meeting is scheduled per quarter with additional meetings as needed.
Directors are informed in advance of the date, place and time of each meeting together with the
agenda and related documents. Directors may introduce additional agenda to the meeting and
are encouraged to express their opinions openly and freely. The companyûs secretary acts as the
recorder of the minutes and the preparation thereof. During the period ended, 6 meetings were held
as per the following details:
Name of the Board Total Attendance
of Directors BOD Meeting of 2005 Total
1. Mr. Chia Song Heng 5 5/6
2. Mr. Pised Chungyampin 6 6/6
3. Mr. Silchai Kiatpapan 6 6/6
4. Ms. Nitida Thamasoontra 6 6/6
5. Mr. Chong Mang Yong 5 5/6
6. Mr. Viriya Pholpoke 6 6/6
7. Dr. Chaiyod Bunyagidj 6 6/6
8. Mr. Sern Vithespongse 5 5/6
* 9. Ms. Sasitorn Phongsathorn 1 1/6
* Note Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005
12) Sub committee
The Board of Directors appointed an Audit Committee consisting of outside independent
directors to assist in the supervision of the companyûs operation. The audit committee meets quarterly
and reports to the Board of Directors. In 2005, 4 meetings were held.
Total Attendance
Name of the Audit Committee Audit Committee Meeting Total
In 2005
1. Dr. Chaiyod Bunyagidj 4 4/4
2. Mr. Sern Vithespongse 3 3/4
* 3. Mr. Viriya Pholpoke 3 3/4
**4. Ms. Sasitorn Phongsathorn 1 1/4
* Resigned from the Audit Committee and Independent Director and remains as a member ofBoard of Directors of the Company effective 2 September 2005
** Appointed a member of Audit Committee on 17 November 2005
13) Internal control and internal audit.The company maintains an adequate internal control process commensurate with
its business activity. The process is constantly reviewed and improved. Management has auditedto ensure that rules and regulations are effective and adhered to. The internal controlprocess and mechanisms are constantly evaluated in line with the growth of and changes inthe organization.
31
14) Investor RelationThe Directors are well aware that financial and non financial information are critical
to investorûs decision to invest in the company. The companyûs policy is for managementto consistently disclose complete and accurate data and information in a timely fashion to potentialinvestors. Management is committed to disclosure and is fully cognizant of its significance. There is noplan in the near future to establish an investor relations department in the company. This is currentlyassigned to the group head in charge of finance and accounting who will liase with shareholders,securities analysts and concerned regulatory agencies.
5. Insider information supervisionA policy is established so that inside information is not to be used for personal gain.
This covers spouses and minor children of employees. The details are as follows:1) Ensure that all members of management in every department are informed of their
responsibility to report their stockholding and the penalties for failure to comply in accordance withThe Securities and SET Act of 1992 and the regulations of the SET.
2) The companyûs policy is to allow senior management to disclose only minimal internalinformation to staff so as to permit the conduct of operation. Additionally members ofmanagement are prohibited to use insider information in the trading of the companyûs stock.
6. Personnel1) Litigation/Legal disputes
-None-2) Number of staff:
There are a total of 202 employees in Pico and subsidiaries as of 31st October, 2005as per following details:
- Pico (Thailand) Public Company Limited 94 persons- Px System Company Limited 67 persons- Artcom Graphic Company Limited 33 persons- Multi Designs Company Limited 8 persons
Total 202 persons
32
As for Pico Thailand alone the breakdown is as follows:
- Management 9 persons
- Operation Department 9 persons
- General Affairs Department 14 persons
- Finance and Account Department 9 persons
- Event Marketing Department 43 persons
- Exhibition and Museum Departments 10 persons
Total 94 persons
3) Compensation
A total of Baht 67.59 million was paid as compensation in salary and bonuses in 2004 and Baht
78.13 million in 2005. The company contributes 3% of salary into a provident fund with matching
amount by employees. Employees are eligible to receive the benefits according to the time of
service ranging from 30%, 50% and 100% for 2, 3 and 5 years of service respectively.
4) Human Resources Development.
The company places the highest value on its human resources on which future growth is
dependent. It is committed to recruit, train and maintain its talent through training and equitable
compensation as follows:
1) Recruit the most talented, capable and creative mind.
2) Ensure that the compensation and benefits package is attractive, competitive and equitable.
3) Commitment to career development of staff to his/her maximum potential.
4) Commitment to continuing training programs.
5) Commitment to and promotion of a team spirit so that employees work together as
a team at all levels.
In human resources development a continuing training program and courses both
internally and externally are firmly established for all levels of management. Some of these are
courses in project management, teamwork building, leadership skills and programs for middle
and senior management such as managerial leadership workshop and synergistic teamwork.
Overseas training (Golden hammer and Golden image courses) and visits to our affiliates
are also regularly provided.
The company is committed to an ongoing review of its benefits program to ensure that
it is a competitive employer in the market. These include hospitalization, allowances for uniforms,
meals, telephones and per diem.
Additionally, an outside consultant (SRI Consultant) was commissioned to review, design
and improve the human resources management. An operation manual was completed and
implemented covering job description and evaluation, position classification, performance
appraisal, salary structure, career path, succession plan short and medium term HR plan and
a training road map. For 2006 a new performance appraisal process using clearly defined key
performance indicators and core competency review process will be implemented to ensure
of a measurable and standardized evaluation criteria. This will lead to a more effective career path
planning and equitable compensation program.
33
Shareholding Structure
1. Stock of the companyThe company has a registered capital of Baht 115,000,000 with Baht 114,999,980 paid up divided
into 114,670,000 common shares and 330,000 preferred shares at Baht 1 par value.
Rights of common and preferred shares
With respect to receipt of dividend payment, the companyûs bylaws establish no
difference in rights between common and preferred shares. In voting rights, preferred shares
will be subordinated to common shares. 10,000 preferred shares will count as 1 vote whereas one
common share equals one vote.
2. ShareholdersList of 10 top shareholders as of 31 October 2005
Items Shareholder Share amount Portion (%)
1. Pico Art International Pte., Ltd. 34,500,000 30.09
2. Mr. Pised Chungyampin 29,003,138 25.29
3. Thai NVDR Co., Ltd. 3,685,761 3.21
4. DBS VICKERS SECURITIES (SINGAPORE) PTE., LTD. 2,766,900 2.41
5. Mr. Supawit Wattanphan 1,672,600 1.46
6. Mr. Suwiphan Ditsayamolthon 1,640,138 1.43
7. Mr. Pipit Pichaisorathat 1,600,000 1.40
8. Mr. Silchai Kiatpapan 1,407,677 1.23
9. Miss Jintana Karnchanakamnerd 1,273,185 1.11
10. Mr. Niphan Treejedlarp 1,271,000 1.11
Total 78,820,399 68.74
3. Dividend PolicyProvided that there are no other needs such as major business expansion or an investment plan,
the policy is to pay out 40% of net profit after taxes. With regard to the 3 subsidiaries PX System,
Artcom Graphic and Multi Designs, the policy is the same at 40% of net after taxes provided that
there are no business expansion needs.
34
Business Objectives
Transparency and Governance
Social Responsibility
Pico is committed to consistent quality and excellence as defined by the ISO 9002, ISO
9001:2000, under a management that is transparent to the clients, investors and staff. Since inception
we have paid utmost attention to :
1) Maximize returns to our investors.
2) Create value with measurable results to services rendered to our customers.
3) Value the contribution of our employees with a fair compensation and benefits, which will
enhance our ability to recruit future talents.
4) Be a good corporate citizen with a strong commitment to social responsibility.
Pico is committed to transparency in its business conduct. A rigorous internal control process has
been implemented and strictly adhered to. As a listed company it closely follows the regulations of
the SET specifically with the rights of investors, frequent transparent and timely disclosures. These are
factors that will lead to credibility and success of the operation.
All community members are equally important to Pico whether they be the clients, trade
partners or the community at large. As a good corporate citizen we value a fair and equal treatment
to all in the community.
OUR O
BJEC
TIVES
35
Market and CompetitionOUR EN
VIR
ONM
ENT
The market for the event and exhibition is estimated to be valued at Baht 7,000 million in 2004
(excluding trade transacted in the exhibition) and growing at 20% per annum. This expansion is
estimated to be at 15% in 2005 due to the economic slowdown and market maturity.
The government sector business is expected to play a significant role. The government
is expected to showcase its achievements, increase its public relations drive on its mega projects,
boost the tourism prospects following the disastrous tsunami and the southern unrest. This type of
communication is widely recognized as most effective, soliciting a high consumerûs response and
providing a good reach to the public. In the private sector, intense market competition in traditional
media channels also led to an increase in çbelow the lineé advertising like event marketing.
The market is characterized by high degree of competition with small and large operators andmultinationals competing for the business. As one of the top five players, with a proven track recordof over 25 years, Pico is in an excellent position to grow with the market Our extensive networkcovering 26 countries, access to market information and a well established clientûs base will furtherenhance our market opportunities.
Research and DevelopmentOur distinct advantage is the ability to tap the resources of Picoûs worldwide network for
the Thai market. We are committed to the human capital development and encourage our staff
to visit the various trade exhibitions in and out of Thailand so that they are always kept abreast
of the industryûs latest development and trend.
36
Future PlanAt Pico we constantly search for new market opportunities and business alliances to strengthen
our position and to ensure a stable growth. The potential projects in the foreseeable future are
summarized as follows:
A joint venture with synergistic service providers that will be mutually beneficial. In this regard
we have executed memoranda of understanding with BEC Tero Entertainment Public Co., Ltd.
and Asia Congress Events Co., Ltd. specifically to form an operation targeting niche
and specialized businesses that can be more effectively tapped by the collaboration
of resources.
An alliance with leading multinational designers in order to raise our capability and
qualifications in the exhibition and various communicative creations in the museum and
learning centers. This will result in the transfer of technology and know how and prequalify us
for greater opportunities in future projects.
To open a regional branch office to capture additional businesses pertaining to the Governmentûs
plan to develop Thailand and cities like Chiang Mai to become a hub for the convention and
exhibition business.
37
Pico firmly believes that the event marketing and trade exhibition business have a strong growth
potential that can lead to additional opportunities. Our policy is to extensively expand our investment
in businesses that are connected to our main product line. We are presently studying
several possibilities and are in the process of planning our human resources and managerial
staff allocation accordingly.
38
Despite the surging oil prices, and the drop in tourism from the tsunami disaster the Thai economy
looks set to record a 4.5-4.7% growth in 2005. The growth reflects the resiliency of the Thai
economy and successful government policies to counter the externally imposed conditions. The
country took the initiative to float the oil prices which will lead to effective energy saving and
smoother adjustment process for future increases. The banking and financial sectors appear to have
recovered from the crisis of 1997 and are attuned to more effective risk management. Energy
costs have driven up the inflation rate and eroded consumer spending with resultant interest rate
hikes. However, with overall high liquidity in the market the hikes have not significantly hampered
consumer spending and investment. The balance of trade deficit and current account shortfalls are
not expected to be problematic as the majority of the imports are capital goods and raw products
for the industrial sector. The Baht has been relatively stable in 2005 and its free float will ease future
adjustment processes.
Outlook for 2006 continues to be one of optimism. High energy prices have stabilized but will
slightly erode consumerûs confidence and spending pattern. On a brighter note, the governmentûs
stability, having been returned with an unprecedented landslide, will ensure that its supportive policies
will prevail. To counter the expected consumption decline the government will further jumpstart the
economy by accelerating the disbursement of its approved fiscal budget. Additionally the
announced spending in mega infrastructural projects over the next 4 years will further boost
investment. Key industrial sectors such as automobile, banking, telecommunication and media
are expected to continue to do well in 2006.
The governmentûs strategy to position Thailand as the regionûs exhibition hub for 2006 will
positively impact our groupûs business. A specific vehicle, Thailand Convention and Exhibition Bureau
(TCEB) was established with the responsibility to develop the MICE (Meeting, Incentive, Convention
and Exhibition) related businesses with the goal of putting Thailand as the center for international
conferences and trade exhibition. Moreover, the government has established the National Discovery
Museum Institute as another specific public organization responsible to develop and establish
countrywide museums and permanent exhibitions to showcase the nationûs arts, cultural heritage and
achievements. This will open new opportunities for Pico given our extensive experience and
the expertise of our partners locally and abroad.
The Thai Economy 2005and Trends for 2006
39
40
Risk Factors
Risks that may have an impact on the companyûs operation are summarized as follows:1. Oil price fluctuation
The steady rises in oil prices from the second quarter of 2005 adversely impacted economic
growth throughout the world and created an inflationary trend in all costs of goods and services. At
Pico the risks are assuaged through a careful review of our planned capital investment, which is
closely monitored once implemented
2. The communicable diseases pandemicCommunicable diseases like the bird flu and SARS for which no effective treatment or vaccines
are available are spreading almost uncontrollably and may adversely impact international travel and
result in quarantine. The world community appears to be committed to the halt of the spread of the
diseases with the bird flu very much under control in Thailand. This risk is valid although the direct
effect on the Thai economy is not extensive.
3. TerrorismRisks associated with terrorism are twofold, from cross border terrorism to the troubles in the restive
south of Thailand for which no solutions are in sight. Fortunately this will have no impact on Picoûs
immediate business as only a nominal income is derived from the area.
These risks can, understandably, create an immediate shock effect to the economy. However, it
is believed that our core business of event marketing will continue to be the best value communica-
tion tool in business/marketing.
4. Creative and Technological obsolescenceIn the product promotion business, customerûs acceptance comes from the ability to create and
retain the brand perception in the consumerûs mind. Latest technology and know how are the keys
success factors. Picoûs strengths in this area are from its affiliation with the extensive Pico network and
the ability to source latest and state of the art technology and know how to complement its local
knowledge.
41
5. Customerûs Budget AllocationIn todayûs business, intense competitive pressure calls for clientsû frequent revisions of promotional
budgets to conform with changing conditions in order to maintain market leadership. This risk is faced
by all in the industry and not just Pico. Picoûs over 2 decades of experience has given it a thorough
understanding of the market and an organization that is flexible and quick to adjust and cope with
the changing situation.
To further soften the impact of these risks, Pico has broadened its customer base by going after
the non traditional sectors such as financial, insurance and energy industry. Government museum
and related installations are also being targeted as new businesses to offset the seasonality of the
traditional commercial business.
42
OUR A
CHIEV
EMEN
TS
1) Summary of auditorûs opinionThe past unqualified opinion of the auditor for the 5 years between 2001 to 2005 confirms that the
companyûs financial statements, operating results and accompanying cash flows conform materially
to the generally accepted accounting principles.
Fiscal Certified Public Auditorûs Office Registration Auditorûs
Year Accountant (Thailand) No. opinion
2005 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified
2004 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified
2003 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified
2002 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified
2001 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified
2) Summary of operating results and financial standingSummary of Picoûs operating results and financial condition for 2003 to 2005 are as follows:
Thousand Baht
Consolidated Company
2005 2004 2003 2005 2004 2003
Total Revenue 720,220 642,003 449,337 626,313 559,861 388,232
Total Expenses 662,664 578,015 401,250 575,901 503,089 344,670
Net Income 41,702 41,167 30,142 41,702 41,167 30,142
Earnings per share 0.36 0.39 0.89 0.36 0.39 0.89
Weighted average no. of
ordinary shares (Thousand shares) 114,670 102,652 33,741 114,670 102,652 33,741
Total Assets 429,237 369,983 235,154 391,816 337,191 214,274
Total Liabilities 144,869 125,998 113,206 116,413 100,534 97,975
Total company shareholderûs equity 284,368 243,986 121,948 275,403 236,657 116,299
Book value per share (Baht) 2.48 2.38 3.61 2.40 2.31 3.45
No. of shares issued and outstanding
as at year end (Thousand shares) 115,000 65,000 15,000 115,000 65,000 15,000
Remarks : - Fiscal year of the company October 31
- In 2005 there are 330,000 preferred shares and 114,669,980 common shares both at Baht
1 par value
- The comparison of earning per share and book value per share 2004 and 2005
based on weighted average number of shares
Operating Results and Financial Standing
43
Pico (Thailand) Public Company Limited
Balance Sheets
As at October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003
Assets
Current assets
Cash and cash equivalents 55,669 73,682 34,728 28,238 54,372 22,695
Current investments 76,467 21,561 1,740 75,014 20,119 308
Trade account receivables, net
Related parties 6,398 4,512 5,518 6,278 4,350 5,183
Others 104,102 94,867 72,026 84,912 75,443 63,557
Trade accounts receivable, net 110,500 99,379 77,544 91,190 79,793 68,740
Amounts due from related parties 20 81 191 701 707 2,289
Short-term loan to a related party - - - - 300 250
Inventories 271 556 401 271 556 401
Other current assets
The gross amount due from
customers for contract work 73,197 87,180 41,210 69,253 85,713 37,308
Others 20,364 14,096 10,074 18,307 15,917 8,901
Total current assets 336,488 296,535 165,888 282,974 257,477 140,892
Non-Current Assets
Deposits at banks used as collateral 810 2,810 2,500 - 2,000 2,000
Investments using the equity method 5,608 5,502 5,061 33,319 26,215 22,979
Other long-term investment 930 480 120 - - -
Property, plant and equipment, net 82,509 61,432 61,388 72,726 48,421 48,243
Other non-current assets 2,892 3,224 197 2,797 3,078 160
Total Non-current Assets 92,749 73,448 69,266 108,842 79,714 73,382
TOTAL ASSETS 429,237 369,983 235,154 391,816 337,191 214,274
44
Pico (Thailand) Public Company Limited
Balance Sheets (Continued)
As at October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003
Liabilities and Shareholderûs Equity
Current Liabilities
Trade accounts payable
Related parties 1,727 1,344 3,619 4,358 5,984 6,765
Others 80,817 68,093 48,693 64,246 52,523 40,803
Total trade accounts payables 82,544 69,437 52,312 68,604 58,507 47,568
Current portion of long term debt - - 3,571 - - 3,571
Current portion of obligations
under hire-purchase agreement 1,831 1,731 2,049 1,830 1,731 1,221
Amount due to related parties 4,536 7,142 5,274 4,573 7,136 5,274
Other current liabilities
Accrued expenses 24,626 23,143 20,209 17,328 18,105 16,833
The gross amount due to customers
for contract work 9,144 5,696 4,680 5,455 1,905 672
Deposits received from customers 644 32 238 644 32 238
Dividend payable - 1,307 - - - -
Others 17,386 15,509 17,489 13,821 11,117 15,214
Total Current Liabilities 140,711 123,997 105,822 112,255 98,533 90,591
Non Current Liabilities
Long term debt - - 6,250 - - 6,250
Obligations under hire-purchase
agreement 4,158 2,001 1,134 4,158 2,001 1,134
Total Non-current Liabilities 4,158 2,001 7,384 4,158 2,001 7,384
Total Liabilities 144,869 125,998 113,206 116,413 100,534 97,975
45
Pico (Thailand) Public Company Limited
Balance Sheets (Continued)
As at October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003
Shareholdersû Equity
Share Capital
330,000 preferred shares
of Baht 1 each 330 330 330 330 330 330
146,700,000 ordinary shares
of Baht 1 each - - 14,670 - - 14,670
50,000,000 ordinary shares
of Baht 1 each - - 50,000 - - 50,000
64,670,000 ordinary shares
of Baht 1 each - 64,670 - - 64,670 -
114,670,000 ordinary shares
of Baht 1 each 114,670 - - 114,670 - -
115,000 65,000 65,000 115,000 65,000 65,000
Issued and paid-up share capital
330,000 preferred shares
of Baht 1 each, fully paid 330 330 330 330 330 330
14,670,000 ordinary shares
of Baht 1 each, fully paid - - 14,670 - - 14,670
64,670,000 ordinary shares
of Baht 1 each, fully paid - 64,670 - - 64,670 -
114,669,980 ordinary shares
of Baht 1 each, fully paid 114,670 - - 114,670 - -
115,000 65,000 15,000 115,000 65,000 15,000
Additional Paid-in Capital
Premium on ordinary shares, net 101,250 101,250 - 101,250 101,250 -
Land Revaluation Surplus 27,917 9,217 9,217 27,917 9,217 9,217
Retained Earnings
Appropriated
Legal reserve 7,150 5,065 3,007 7,150 5,066 3,007
Unappropriated 24,086 56,124 89,075 24,086 56,124 89,075
Total company shareholdersû
equity 275,403 236,656 116,299 275,403 236,657 116,299
Minority Interest 8,965 7,329 5,649 - - -
Total shareholdersû equity 284,368 243,985 121,948 275,403 236,657 116,299
Total Liabilities and Shareholdersû
Equity 429,237 369,983 235,154 391,816 337,191 214,274
46
Pico (Thailand) Public Company Limited
Statements of Income
For the years ended October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003
Revenues
Revenues from the rendering of services 716,499 639,065 447,098 611,994 547,347 380,526
Other income 3,278 2,094 1,916 4,216 4,042 4,356
Share of profits from investments
using the equity method 443 844 324 10,103 8,472 3,350
Total revenues 720,220 642,003 449,338 626,313 559,861 388,232
Expenses
Cost of the rendering of services 533,995 466,926 323,149 472,309 413,384 282,526
Selling and administrative expenses 128,669 111,089 78,101 103,591 89,705 62,143
Total expenses 662,664 578,015 401,250 575,900 503,089 344,669
Income Before Interest Expenses
and Income Tax 57,556 63,988 48,088 50,413 56,772 43,563
Interest expenses (318) (1,653) (1,606) (318) (1,611) (1,449)
Income tax (12,899) (17,980) (14,795) (8,393) (13,994) (11,972)
Income After Income Tax 44,339 44,355 31,687 41,702 41,167 30,142
Net Income of Minority Interest (2,637) (3,188) (1,545) - - -
Net income 41,702 41,167 30,142 41,702 41,167 30,142
Basic earnings per share 0.36 0.39 0.89 0.36 0.39 0.89
Weighted average number of ordinary
shares 115,000 102,652 33,741 115,000 102,652 33,741
47
Pico (Thailand) Public Company Limited
Statements of Cash Flows
For the years ended October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003
Cash flows from operating activitiesNet income 41,702 41,167 30,142 41,702 41,167 30,142Items to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization 11,776 11,504 9,710 6,349 5,975 4,914Doubtful accounts and bad debt 1,406 1,969 217 702 1,651 -(Gain) loss on sale of fixed assets (1,020) 7 (647) (263) (30) (543)Loss on writing off of fixed assets 310 32 994 288 5 502Unrealized gain on exchange rate - 1 - - 1 -Loss on sales of investment in
trading securities (18) (62) (48) - (42) (48)Dividend received from investments
using the equity method 337 403 225 6,303 1,932 900 Share of profits from investments
using the equity method (443) (844) (324) (10,102) (8,472) (3,350)Net income of minority interest 2,637 3,188 1,545 - - -
Income from operations before changesin operating assets and liabilities 56,687 57,365 41,814 44,979 42,187 32,517
Operating assets (increase) decreaseCurrent investment - investment
in trading security - - (127) - - (127)Trade accounts receivable (12,403) (23,741) (15,499) (11,992) (12,661) (16,390)Amounts due from related parties 61 111 (148) 5 1,583 (1,016)
Inventories 285 (155) (123) 285 (155) (123)The gross amount due from
customers for contract work 13,982 (45,970) (17,193) 16,461 (48,405) (14,972) Other current assets (6,267) (4,022) (1,258) (5,693) (3,712) (1,143) Other non-current assets 519 (1,734) 200 476 (1,727) -Operating liabilities increase (decrease)
Trade accounts payable 13,106 17,124 20,989 10,096 10,939 24,415 Amounts due to related parties (2,606) 1,866 1,958 (2,563) 1,860 1,958
Accrued expenses 1,483 2,934 5,965 (778) 1,272 6,096The gross amount due
to customers for contract work 3,448 1,017 2,921 3,550 1,233 (812) Deposits received from customers 612 (206) (3,404) 612 (206) (3,404) Other payable - (4,682) 4,682 - (4,682) 4,682
Other current liabilities 1,171 2,499 (4,402) 1,862 237 (5,289)Net cash provided by (used in)
operating activities 70,078 2,406 36,375 57,300 (12,237) 26,392
48
Pico (Thailand) Public Company Limited
Statements of Cash Flows (Continued)
For the years ended October 31
Thousand Baht
Consolidated The company only
2005 2004 2003 2005 2004 2003Cash flows from investing activitiesCash received from deposit at bankused as collateral 2,000 - 5,000 2,000 - 5,000
Cash payment from deposit at bankused as collateral - (310) - - - -
Cash payment for purchases offixed assets (10,645) (7,141) (6,326) (7,872) (1,509) (4,301)
Cash payment for purchaseof software (328) (1,355) - (325) (1,244) -
Purchase of investmentin other company (450) (610) - - (250) -
Cash paid for fixed assets - - (3,922) - (3,922)Cash received from sale of investmentin trading security - 197 - - 197 -
Repayment from short-term loanto a related party - - - 300 250 -
Repayment from short-term loans toother companies - - 1,700 - - 1,700
Cash received from sale of fixed assets 1,992 97 1,515 806 61 1,304Cash received from sale of investmentin other company - 250 - - 250 -
Cash payment for short-term loanto a related company - - - - (300) -
Net cash used in investing activities (7,431) (8,872) (2,033) (5,091) (2,545) (219)Cash Flows from Financing ActivitiesBank overdrafts increase (decrease) - - (14) - - (14)Cash payment for loans from directors - - (1,900) - - -Cash received from long-term loanfrom financial institution - 5,000 - - 5,000 -
Proceed from issuance of share capital - 151,250 - - 151,250 -Cash payment for obligations underhire-purchase agreements (1,793) (3,730) (3,683) (1,793) (2,902) (2,128)
Cash payment for long-term loan - (14,821) (3,571) - (14,821) (3,571)Dividends paid (21,655) (72,060) (5,000) (21,655) (72,060) (5,000)Dividends of subsidiary paid tominority shareholders (2,307) (201) (101) - - -
Net cash provided by (used in)financing activities (25,755) 65,438 (14,269) (23,448) 66,467 (10,713)
Net increase in cashand cash equivalents 36,892 58,972 20,073 28,761 51,685 15,460
Cash and cash equivalents balanceas at beginning 95,243 36,271 16,198 74,491 22,806 7,346
Cash and cash equivalents balance
as at ending 132,135 95,243 36,271 103,252 74,491 22,806
49
Comparative financial Ratios 2003-2005
Financial Ratios
Consolidated The company only
2005 2004 2003 2005 2004 2003
Liquidity Ratios
Current ratio (time) 2.39 2.39 1.57 2.52 2.61 1.56
Quick ratio (time) 1.72 1.57 1.08 1.74 1.58 1.01
Cash current ratio (time) 0.53 0.02 0.38 0.54 -0.13 0.33
Trade payables turnover (time) 6.65 7.22 6.39 7.03 7.37 6.28
Receivables turnover (days) 54.16 51 57 51 49 58
Profitability Ratios
Gross operating profit (%) 25.47% 26.94% 27.72% 22.82% 24.47% 25.75%
Operating profit (%) 8.03% 10.01% 10.75% 8.24% 10.37% 11.45%
Net profit (%) 5.82% 6.44% 6.74% 6.81% 7.52% 7.92%
Net Return on shareholdersû equity,
(ROE) (%) 15.79% 22.50% 28.39% 16.29% 23.33% 29.77%
Operating Efficiency
Return on Assets (%) 10.44% 13.61% 14.27% 11.44% 14.93% 15.82%
Return on Fixed Assets (%) 57.94% 67.04% 47.04% 68.84% 85.17% 61.63%
Assets Turnover (time) 1.80 2.12 2.13 1.71 2.03 2.04
Key Financial Indicators
Leverage (Debt to Equity) (time) 0.51 0.52 0.93 0.42 0.42 0.84
Interest Coverage (time) 262.16 38.70 29.95 207.58 35.26 30.07
Book Value per share (baht) 2.48 2.38 3.61 2.40 2.31 3.45
Earning per share (EPS) (baht) 0.36 0.39 0.89 0.36 0.39 0.89
50
3) Explanation
Operating Results
A slight decline in the turnover growth rate for 2005 is due principally to the sudden and continued
oil price rises. The resultant inflationary trend was compounded by the bird flu scare and the unsolved
southern unrest causing consumers to withhold their spending and advertisers to review their budget.
However, we were successful in raising our total revenue by 12.2% to Baht 720.2 million with a net
income after taxes of Baht 41.7 million or an increase of 1.3% over that of 2004.
Income from services rendered
Income from services rendered amounted to Baht 716 million or an increase of 12% over the
previous year. With the exception of the third quarter we recorded a steady expansion in all business
segments. The oil çshocké effect was sudden and affected the entire industry during the seasonally low
season in the third quarter. Breakdown of our revenue by segments is as follows:
1) Event marketing activities Baht 254 million, an 18% increase.
2) Trade exhibition business Baht 250 million, an 11% decline.
3) Museum exhibition Baht 103 million, a 73% increase.
4) Others, such as the erection of large air-conditioned tents, billboards and interior design Baht
110 million, a 31% increase.
Income for services rendered to most business segments continued on the upward trend.
The governmentûs big ticket museum display especially registered a substantial increase in line with our
marketing thrust for this business segment which will become a consistent and non seasonal revenue
source. Income from trade exhibition recorded a slight decline due to the abrupt cancellations
of several projects as after effect of the çoil shocké.
Gross Profit Margin
Our gross profit margin is normally at 15-35% of revenues from the services rendered depending
on the business segment. Complexity of work, clientûs budget size and the intensity of competition in
the securing of the contract are factors that determine the gross profit margin. Our gross profit
margin decline in 2005 is due primarily to the increased costs related to the oil price rises that
we were not able to pass on to customers under fixed price contracts.
Selling, General and Administration Expenses
This expense increased by 16% to Baht 129 million as we substantially invested in our human
resources and improvement to our organizational structure and operating system to accommodate
expected future growth and diversification into other related areas.
Net Income
Based on the foregoings our consolidated net income increased nominally to Baht 41.7 million.
51
Financial Standing
Our consolidated assets stood at Baht 429 million with 78% in current assets and 22% non current
assets.
Our land and buildings were revalued as per periodic requirement in 2005 and resulted in a Baht
19 million increase in value. This increase translated directly to our net worth resulting in an improved
capital fund.
Net Worth
With the increase in net worth as described above to Baht 284 million. Total liabilities, consisting
mostly of short term trade obligations, our respectable debt to equity of 0.5 was maintained as of fiscal
year end.
Liquidity and internal cash generation
Our internal cash generation continued to be strong despite the increased turnover. The operating
needs from increased receivables extension was adequately matched by the lengthening of trade
payables. The internal operation generated cash was adequate to cover the office renovation and
improvement in information technology and dividend payment with no outside borrowing needed.
The operation continues to remain debt free.
As at fiscal year end our liquid assets of Baht 132 million was in the form of Baht 56 million in cash
and cash equivalents, and Baht 76 million investments in short term government bonds, Bank of
Thailandûs bonds and certificate of deposits at finance companies.
We recognize the need for a strong working capital in business expansion. For 2005 we were able
to maintain our current position at 2.4 which will put us in a strong financial position and a leverage in
our business conduct as we pursue new businesses.
Contingent obligations
As at October 31, 2005 the contingent obligations stood at Baht 47 million an increase
of Baht 24 million. This is due primarily to the increased performance bonds issued by our bankers for
works tendered under our government business.
52
Name / Office / Telephone No. / Fax No.
Registrar Common Share Thailand Securities Depository Co., Ltd.
Preferred Share Capital Market Academy Building,
The Stock Exchange of Thailand
2/7 Moo 4, (North Park Project)
Vibhavadi-Rangsit Road,
Km. 27, Tung Song Hong, Laksi,
Bangkok 10210
Tel. : (66) 2596-9000
Fax : (66) 2832-4994 to 4996
Auditor Ms. Somporn Dulyavit
Certified Public Accountant No. 3709
Deloitte Toucheû Tohmatsu Jaiyos Co., Ltd.
Rajanakarn Building, 25th Floor,
183 South Sathorn Road,
Yannawa, Sathorn,
Bangkok 10120
Tel. : (66) 2676 - 5700
Fax : (66) 2676 - 676 5757 to 8
Legal Advisor Dharmniti Law Office
4th floor, Nai Lert Tower,
2/4 Wireless Road,
Lumphini, Pathumwan,
Bangkok 10330
Tel. : (66) 2252-1260
Fax : (66) 2252-1104
Financial Advisor - None -
References
53
Inco
me
from service
provide
d to
compa
nies
with
com
mon
majority
shar
eholde
rs. This is
due
to the
polic
y to
leve
rage
the
exten
sive
netw
ork
of the
com
pany
to
prov
ide
an in
tegrat
ed service
to
clients.
Service
char
ges ar
e
compu
ted
on a
cos
t plus
bas
is
cons
isten
t with
the
met
hod
char
ged
othe
rs. The
tra
nsac
tions
are
therefore
norm
al tra
de
trans
actio
ns.
1. R
even
ues fro
m the
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
3,13
3,98
9 4,13
8,09
4
ren
derin
g of service
s Pico
Art
Exhibitio
n Inc.
Same
Ultim
ate
Holding
Com
pany
73
,666
-
Visualsp
ace
Tech
Internationa
l Pte.,
Ltd.
Same
Ultim
ate
Holding
Com
pany
-
345,00
0
Pico
Interna
tiona
l Taiwan
Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
-
508,14
6
Pico
Interna
tiona
l Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
2,59
6,58
3 1,75
0,29
3
Pico
Interna
tiona
l (M) Sd
n. B
hd.
Same
Ultim
ate
Holding
Com
pany
26
9,57
9 5,60
1,68
4
Pico
Interna
tiona
l (China
) Lim
ited
Same
Ultim
ate
Holding
Com
pany
2,05
3,52
8 2,01
7,69
1
Pico
(China
) Ltd.
Same
Ultim
ate
Holding
Com
pany
1,43
0,84
1 -
Pico
Hon
g Ko
ng Lim
ited
Same
Ultim
ate
Holding
Com
pany
72
1,95
7 2,16
4,19
4
Pico
Globa
l Service
s Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
307,93
4
Pico
Interna
tiona
l (Dub
ai) L.L.C.
Same
Ultim
ate
Holding
Com
pany
-
304,39
3
PICO / V
TI B
eijin
g Sa
me
Ultim
ate
Holding
Com
pany
-
485,63
6
Pico
Paris
Same
Ultim
ate
Holding
Com
pany
-
597,29
0
Pico
Exh
ibition
(UK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
71
4,86
0 58
3,41
1
Pico
Interna
tiona
l (HK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
2,41
1,73
2 1,79
9,43
5
Mee
ting
Plan
ners
Internat
iona
l (HK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
29
6,80
0 -
U-Re
nt C
ompa
ny Lim
ited
Associated
Com
pany
25
5,70
3 43
9,60
1
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
-
22,927
13,959
,238
21
,065
,729
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Bah
t)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
Intercompany TransactionsDuring
the
year transac
tions w
ere
mad
e be
twee
n affiliat
ed c
ompa
nies
with
pric
es a
nd c
harges
levied
for m
erch
andise
s so
ld a
nd service
s rend
ered
.Th
e prices
and
cha
rges
con
stitu
ted
our no
rmal b
usines
s tra
nsac
tion
with
sub
sidiarie
s, joint ve
ntures
and
perso
ns w
ho m
ay b
e se
en a
s ha
ving
con
flicts o
finterest. T
he terms an
d co
ndition
s in the
se transac
tions a
re in
line
with
normal b
usines
s tra
nsac
tion. The
se transac
tions a
re d
isclose
d in the
notes
to
finan
cial
stat
emen
ts n
o. 2
0 as
of Octob
er 3
1, 2
005. D
etails
of transac
tions w
ith a
ffilia
ted
compa
nies
and
perso
ns d
escribed
abo
ve a
re a
s follo
ws:
54
Trad
e rece
ivab
les aros
e fro
m the
services
provide
d to c
ompa
nies
with
in the
group
(de
tails in
1).
Credit term
s ex
tend
ed to
compa
nies
with
com
mon
majority
shareh
olde
rs av
erag
e 60
-90
days
consisten
t with
normal trade
transac
tions, an
d no
rmal b
usines
s
term
s. The
refore the
se transac
tions
are
norm
al trade
transac
tions.
2. Trade
acc
ounts
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
98,375
67
9,11
0
rec
eiva
ble
Pico
Art
Exhibitio
n Sa
me
Ultim
ate
Holding
Com
pany
81
,382
-
Pico
Internationa
l (China
) Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
701,10
9
Pico
Interna
tiona
l Taiwan
Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
-
318,64
9
Pico
Internationa
l Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
2,50
5,01
0 -
Pico
(China
) Ltd.
Same
Ultim
ate
Holding
Com
pany
1,53
1,00
0 -
Mee
ting
Plan
ners
Internat
iona
l (HK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
31
7,57
6 -
Pico
Hon
g Ko
ng Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
75,500
Pico
Interna
tiona
l (M) Sd
n. B
hd.
Same
Ultim
ate
Holding
Com
pany
20
2,85
0 -
Pico
Exh
ibition
(UK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
-
624,25
0
Pico
Interna
tiona
l (HK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
1,64
0,04
7 1,95
1,20
3
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
21
,732
15
6,40
5
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
-
5,62
8
6,39
7,97
2 4,51
1,85
4
Cos
t of service
s arise
s fro
m service
s
rend
ered
by
grou
p co
mpa
nies
.
Thes
e are
in a
ccorda
nce
with
the
compa
nyûs a
gree
men
t with
affilia
tes
to le
verage
the
spe
cialize
d ex
pertise
of P
icoû
s grou
p of c
ompa
nies
to
deliver a
n integrat
ed service
pack
age
to the
customer. Th
e
compa
ny c
an selec
t on
partic
ular
expe
rtise
of a
PICO c
ompa
ny w
ithin
the
grou
p. The
transpired
transac
tions a
re the
refore n
ormal
trade
practice
with
sim
ilar ch
arge
s
as w
ith o
thers ou
tside
the
grou
p.
3. C
osts o
f the
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
1,36
9,82
9 38
3,35
2
ren
derin
g of service
s Visualsp
ace
Tech
Internat
iona
l Pte.,
Ltd.
Same
Ultim
ate
Holding
Com
pany
-
12,052
,500
Pico
Interna
tiona
l Taiwan
Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
96
6,14
8 7,34
7
Pico
Interna
tiona
l Ltd.
Same
Ultim
ate
Holding
Com
pany
-
2,64
1,74
1
Pico
Interna
tiona
l (M) Sd
n. B
hd.
Same
Ultim
ate
Holding
Com
pany
33
3,84
6 -
Pico
Interna
tiona
l (China
) Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
23,251
Pico
Interna
tiona
l (Dub
ai) L.L.C.
Same
Ultim
ate
Holding
Com
pany
-
489,34
5
Pico
Interna
tiona
l (Qat
ar) W.L.L.
Same
Ultim
ate
Holding
Com
pany
-
50,000
Pico
Interna
tiona
l (HK
) Ltd.
Same
Ultim
ate
Holding
Com
pany
24
6,28
5 3,82
3
Inter-E
xpo
Exhibitio
n Se
rvices
Lim
ited
Same
Ultim
ate
Holding
Com
pany
7,37
5 -
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
5,58
5,95
1 3,28
3,06
5
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
1,18
2,90
0 95
8,18
3
9,69
2,33
4
19,892
,607
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Bah
t)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
55
The
trade
pay
ables are
from the
transac
tions for service
s de
scrib
ed
in (3) b
oth
with
affilia
ted
compa
nies
and
com
panies
with
common
majority
sha
reho
lders.
Credit term
s are
60-90
days
consisten
t with
marke
t prac
tice.
The
transac
tions the
refore c
onstitu
te
norm
al b
usines
s.
This
repres
ents the
amou
nt for
services
ren
dered
and
inco
me
reco
gnize
d as
per p
rogres
s of w
ork
with
out invo
icing
to the
clie
nt.
Onc
e the
projec
t is
completed
as
per co
ntract in
voice
will
be is
sued
and
this
transac
tion
will
reve
rt to
trade
rec
eiva
bles
with
credit term
s
as in
(2).
4. Trade
acc
ounts
Pico
Interna
tiona
l (C
hina
) Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
22,415
p
ayab
le
Pico
Interna
tiona
l (M
) Sd
n. B
hd.
Same
Ultim
ate
Holding
Com
pany
33
3,84
6 -
Pico
Interna
tiona
l (H
K) Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
-
3,81
6
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
1,11
7,76
2 59
9,23
1
Inkjet Imag
es (Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
55
,390
83
,680
1,50
6,99
8 70
9,14
2
This
repres
ents a
n am
ount d
ue to
affiliated
compa
nies
for service
s
rece
ived
but n
ot in
rec
eipt
of
invo
ice
as o
f the
acco
unt clos
ing
date. On
rece
ipt of in
voice
the
amou
nt w
ill be
boo
ked
as trade
paya
bles
with
credit term
s as
in
(4).
6. A
ccrued
Cos
t Pico
Art
Internat
iona
l Pte., Ltd.
Major Sha
reho
lder
- 38
3,35
2
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
21
9,72
2 25
1,80
3
21
9,72
2 63
5,15
5
5. The
gross a
mou
nt
Pico
Art
Internat
iona
l Pte., Ltd.
Major Sha
reho
lder
- 1,07
8,65
4
d
ue from c
ustomers
Pico
Interna
tiona
l (M
) Sd
n. B
hd.
Same
Ultim
ate
Holding
Com
pany
-
3,85
5,65
1
for c
ontra
ct w
ork
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
50
0 20
,705
50
0 4,95
5,01
0
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Ba
ht)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
56
This
is du
e to P
ico
Art
in (10
) for
man
agem
ent se
rvices
and
for
adve
rtisin
g med
ia a
nd v
arious
marke
ting
mat
erials
to c
ompa
nies
in P
ico
netw
ork
and
its a
ffilia
tes.
Thes
e ex
penses
are c
onsid
ered
norm
al a
s thes
e intercom
pany
transac
tions a
re p
riced
sim
ilar to
outside
compa
nies
.
PX System w
hich
is P
icoû
s subs
idiary
is a
shareh
olde
r of U
-Ren
t Co., Ltd.
and
rece
ived
a d
ividen
d pa
ymen
t of B
aht 33
7,50
0. This is
deem
ed
reas
onab
le return
from a
normal
inve
stmen
t.
7. A
mou
nts du
e to
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
4,50
8,55
0 7,01
6,25
6
re
lated
parties
Pico
Globa
l Service
s Lim
ited
Same
Ultim
ate
Holding
Com
pany
27
,398
12
0,06
6
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
-
6,03
0
4,53
5,94
8 7,14
2,35
2
This
repres
ents service
s rend
ered
to
compa
nies
in P
ico
Network
and
our subs
idiarie
s co
nsisting
of
adva
nces
in p
aymen
t of u
tilities
,
offic
e rental a
nd d
ocum
ent
delivery
charge
s. 60
-90
days a
re
give
n which
is c
onsid
ered
normal
trade
transac
tion.
9. A
mou
nts du
e fro
m
Pico
Hon
g Ko
ng Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
2,24
7
related
parties
Pico
Interna
tiona
l (China
) Ltd.
Same
Ultim
ate
Holding
Com
pany
-
1,99
8
Pico
Globa
l Service
s Lim
ited
Same
Ultim
ate
Holding
Com
pany
2,56
4 3,60
0
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
17
,848
73
,063
80
,908
19
0,49
6
20,412
80
,908
8. D
ividen
d inco
me
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
-
133,33
3
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
33
7,50
0 27
0,00
0
33
7,50
0 40
3,33
3
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Bah
t)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
57
This
repres
ents m
anag
emen
t fee
acco
rding
to the
Intellectua
l
Prop
erty Licen
se A
gree
men
t
and
Offs
hore Service
s Agree
men
t.
2.53
% o
f tota
l rev
enue
is p
aid
for
trade
and
cop
yrights related
to P
ico
Art. Th
e fee
cove
rs
coop
erat
ion
and
assista
nce
form
Pico
Art
in tec
hnolog
y, training
and
perso
nnel d
evelop
men
t an
d
marke
ting
coop
erat
ion.
Rental in
come
for sp
ace
leas
ed
to U
-Ren
t Co., Ltd. a
t rates
consisten
t with
marke
t. Inco
me
rece
ived
from P
ico
Art
was
for
man
agem
ent co
ordina
tion
at rat
e
which
is c
onsistent w
ith P
ico
Artûs
paym
ent to o
ther sub
sidiarie
s.
10. Man
agem
ent
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
15,493
,753
13
,847
,889
fee
(Exp
ense
s)
The
compa
ny p
aid
divide
nds to
major sha
reho
lders an
d directors:
Pico
Art
Internat
iona
l, Pise
d, Silc
hai,
Nitida
in a
mou
nt o
f Ba
ht 2
1,49
6,66
7,
Baht 1
8,27
7,45
8.10
, Ba
ht 9
95,982
.41
and
Baht 5
80,919
.20
resp
ectiv
ely.
This
paym
ent is
consisten
t with
rat
e
paid to
othe
r shareh
olde
rs.
12. Dividen
ds d
eclared
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
21,496
,667
33
,086
,400
for the
year
Dire
ctors
Dire
ctors
19,854
,359
27
,294
,166
41
,351
,026
60
,380
,566
11. Other in
come
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
110,64
2 -
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
64
8,34
8 64
8,34
8
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
-
31,353
75
8,99
0 67
9.70
1
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Bah
t)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
58
Purcha
ses fro
m P
ico
Artûs grou
p
compa
nies
suc
h as
office
mat
erials
with
Pico
logo
and
marke
ting
fees
.
The
prices
for the
se g
oods
and
services
are c
onsistent w
ith p
rices
paid b
y othe
r Pico
group
compa
nies
.
The
directorsû c
ompe
nsat
ion
is in
line
with
indu
stryûs sta
ndard.
13. Other e
xpen
ses
Pico
Art
Internat
iona
l Pte.,
Ltd.
Major Sha
reho
lder
152,22
3 -
Pico
Interna
tiona
l Ltd
. Sa
me
Ultim
ate
Holding
Com
pany
90
,239
-
Pico
Globa
l Service
s Lim
ited
Same
Ultim
ate
Holding
Com
pany
24
5,43
4 11
8,09
0
Ex
poman
Lim
ited
Same
Ultim
ate
Holding
Com
pany
-
16,026
48
7,89
6 13
4,11
6
Pico
inve
sted
in P
X Sy
stem
Co., Ltd.
and
Inkje
t Im
ages
(Th
ailand
)
Co., Ltd. a
t 89
.95%
and
22.22
%
resp
ectiv
ely. P
X Sy
stem
inve
sted
in
U-Re
nt a
t 22
.5%.
Pico
(Th
ailand
) Plc. a
nd P
X Sy
stem
Co., Ltd. rec
orde
d the
inve
stmen
t
at n
et b
ook
value
which
is
deem
ed to
repres
ent a
fair
value.
15. Inve
stmen
ts u
sing
U-Re
nt C
ompa
ny Lim
ited
Assoc
iated
Com
pany
1,56
0,15
5 1,31
1,84
0
the
equity m
etho
d
Inkje
t Im
ages
(Th
ailand
) Co., Ltd.
Assoc
iated
Com
pany
4,04
7,44
7 4,19
0,38
5
5,60
7,60
2 5,50
2,22
5
* Th
e co
mpa
ny is
an
indirect sha
reho
lder o
f U-Re
nt C
o., Ltd. throu
gh P
X Sy
stem
at 22
.5% o
f tota
l.
14. Dire
ctors'
Dire
ctors
Dire
ctor
4,00
0,00
0 3,28
5,00
0
remun
erat
ion
Acc
ount
Com
pany
Relatio
nship
Tran
sact
ion
Value
(Bah
t)
Remar
ks20
05 2
004
1 Nov
. 04
-31
Oct
. 05
1 Nov
. 03
-31
Oct
. 04
59
Procedures for approval of intercompany transactionsThe policy for approval of intercompany transactions calls for deliberation by independent
directors and final approval by the Board of Directors during which directors with vested interest shall
abstain from voting.
Trend for future intercompany transactionIn the past, as a limited liability company, Pico was not subject to regulations concerning
intercompany transactions, as is the case with a public company. There were transactions that
management was involved in the approval process with related companies and individuals related
to intellectual property rights, which were considered normal business transactions. In the conduct
of these transactions the maximum benefits to the company was of primary concern.
It is expected that such transaction with related companies such as sale or purchases with credit
terms extended or received will continue in a normal course of business. These transactions with
related individuals will be screened by independent directors to ensure that they are consistent with
normal trade transaction. The company will strictly follow the relevant SET announcements with
no person with vested interest taking part in the approval process of such transaction.
Report of
the Independent
Certified
Public
Accountants
Pico (Thailand) Public Company Limitedand Subsidiaries
Consolid
ate
d
and C
om
pany
Pico (Thailand) Public Company Limited
Year ended October 31, 2005
Fin
ancia
l Sta
tem
ents
and Subsidiaries
www.picothai .com
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